TCR_Public/021210.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 10, 2002, Vol. 6, No. 244

                          Headlines

ACORN PRODUCTS: Receives Nasdaq Delisting Determination
ADELPHIA BUS.: Proposes Closed Market Assets' Bidding Procedures
ADELPHIA COMMS: Fibertech Demands Prompt Decision on Contract
ALAMOSA HOLDINGS: NYSE Accepts Plan for Continued Listing
ALLBRITTON COMMS: Launches Tender Offer for 9-3/4% Sr. Sub. Debt

AMC: Will Appeal Adverse CA Court Ruling re Wheelchair Spaces
AMERICAN AIR: Asks Workers to Forgo '03 Increases to Stem Losses
AMSCAN HOLDINGS: S&P Ups Corporate Credit Rating to BB- from B+
ANACOMP INC: Reduces Work Force & Expenses Under Reorganization
ANC RENTAL: Sells St. Louis Facilities to Enterprise for $1.8MM

ASIA GLOBAL CROSSING: Hires Milligan as Special Bermuda Counsel
ATLAS AIR: Fitch Junks Debt Ratings after Technical Default
AVANTAGE LINK: Will Seek Bankruptcy Protection in Canada
BOOTS & COOTS: K. Kirk Krist Elected New Chairman of the Board
BROADWING INC: Corp. Credit & Bank Loan Ratings Dropped to B-

BUDGET GROUP: Changes Name to BRAC Group Inc.
CABLE & WIRELESS: Moody's Cuts Long-Term Debt Rating To Ba1
CIRRUS LOGIC: Profitability Concerns Spur S&P to Change Outlook
COMC INC: Needs More Capital to Continue as a Going Concern
CONE MILLS: Lenders Agree to Extend Credit through May 30, 2003

CONTINENTAL AIR: Closes Offering of Floating Rate Secured Notes
CORAM HEALTHCARE: Daniel D. Crowley Stays on as President & CEO
COVANTA ENERGY: Wants Exclusivity Extension until July 25, 2002
ENCOMPASS SERVICES: US Trustee Appoints Creditors' Committee
ENRON CORP: Michael Grisby Hires Hinton Sussman for CFTC Counsel

FRANK'S NURSERY: Balance Sheet Upside-Down by $12,952,000 in Q3
FREESTAR TECH: Poor Revenues Raises Going Concern Doubts
GENUITY INC: Wants Court to Approve $10-Mil Level 3 Break-Up Fee
GEORGIA-PACIFIC: S&P Withdraws S-T Credit & Comm'l Paper Ratings
GLOBAL CROSSING: SDNY Court Approves Settlement with Tyco

GLOBALSTAR: StarMD Files $47MM Lawsuit for Breach of Contract
GOLF AMERICA: Committee Gets Court Nod to Hire Morris Nichols
HOLLYWOOD ENTERTAINMENT: S&P Affirms B+ Corporate Credit Rating
HORSEHEAD INDUSTRIES: Turns to Blackstone Group for Fin'l Advice
IFCO SYSTEMS: Implements Debt Restructuring Measures

IMC GLOBAL: Will Make Dividend Payments on December 31
IMMTECH INT'L: Stockholders Selling Up To 1,221,344 Shares
INTEGRATED HEALTH: Trans Health Transaction Approx. $200 Million
INT'L TOTAL: Ex-Employees Shortchanged on Unemployment Benefits
LA PETITE ACADEMY: Still Needs to File Form 10-K Reports

LA PETITE: Discloses Charges after Internal Accounting Review
LDM TECHNOLOGIES: Reports Improved Financial Results for 2002
L&H: Seeks Okay to Enter into Underwriting Deal with Scansoft
MEDCOMSOFT INC: Extends Expiry Date of Warrants to Dec. 6, 2003
MISSISSIPPI CHEMICAL: Falls Below NYSE's Listing Standards

NATIONAL CENTURY: Wants to Maintain Existing Bank Accounts
NATIONAL STEEL: USWA Calls PBGC Action 'Unnecessary & Premature'
NMHG HOLDING: Intends to Phase-Out Lenoir, N.C., Facility
NORTHLAND CRANBERRIES: Net Revenues Drop by 19.4% to $101.5 Mil.
NUTRITIONAL SOURCING: Debtor Reports Preliminary Q4 Results
PEREGRINE SYSTEMS: Hiring La Bella & McNamara as Special Counsel

PRIME RETAIL: Completes Sale of 3 Outlet Centers for $132.5 Mil.
PRIME RETAIL: Elects Gary J. Skoien to Board of Directors
PRIVATE BUSINESS: Lenders Agree to Waive & Amend Credit Covenant
PROTECTION ONE: Douglas T. Lake Resigns as Board Chairman
PROVELL: UST Complains Plan Gives Release for Willful Misconduct

QWEST: Will Move to Dismiss Complaint to Block Exchange Offer
RAPTOR INVESTMENTS: Losses Raise Going Concern Doubts
SLI: Signs-Up Ernst & Young as Tax Service Providers, Auditors
SLOAN'S AUCTION GALLERIES: Voluntary Chapter 11 Case Summary
SPECTRASITE: Court Sets Plan Confirmation Hearing for Jan. 28
TEXAS PETROCHEM: S&P Affirms Low-B and Junk Ratings

TRANSWESTERN PUBLISHING: S&P Ups Rating on Strong Fin'l Profile
TRANSWITCH: Liquidity Issues Spur S&P to Change Outlook to Neg.
TRENWICK GROUP: Reaches Agreement With Lloyd's LOC Providers
UAL CORP: Files For Chapter 11 Reorganization in Illinois
UAL CORPORATION: Case Summary & 36 Largest Unsecured Creditors

UAL CORP: Wage Cuts for Employees Go into Effect Next Week
UNIROYAL TECH: Wants Court to Fix February 19 as Claims Bar Date
US AIRWAYS: Reports November 2002 Traffic
WARNACO GROUP: Wants Court Nod on Settlement with Linda Wachner
WR GRACE: Sealed Air Board Approves Litigation Settlement Pact

* Large Companies with Insolvent Balance Sheets

                          *********

ACORN PRODUCTS: Receives Nasdaq Delisting Determination
-------------------------------------------------------
Acorn Products, Inc. (Nasdaq:ACRN) announced it had received a
Nasdaq Staff Determination on November 29, 2002, indicating that
the Company fails to comply with the minimum number of publicly
held shares requirement for continued listing as set forth in
Marketplace Rule 4310, and that its common stock, therefore, is
subject to possible delisting from The Nasdaq SmallCap Market.

Upon completion of its previously announced Rights Offering on
December 23, 2002, the Company will regain compliance with the
minimum number of publicly held shares requirement. However,
there can be no assurance the Nasdaq Listing Qualifications
Panel will grant the Company's request for continued listing.

Acorn Products, Inc., through its operating subsidiary
UnionTools, Inc., is a leading manufacturer and marketer of non-
powered lawn and garden tools in the United States. Acorn's
principal products include long handle tools (such as forks,
hoes, rakes and shovels), snow tools, posthole diggers,
wheelbarrows, striking tools, cutting tools and watering
products. Acorn sells its products under a variety of well-known
brand names, including Razor-Back, Union, Yard 'n Garden,
Perfect Cut and, pursuant to a license agreement, Scotts. In
addition, Acorn manufactures private label products for a
variety of retailers. Acorn's customers include mass merchants,
home centers, buying groups and farm and industrial suppliers.

                           *   *   *

                  Going Concern Uncertainty

Acorn Products' September 29, 2002 balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


ADELPHIA BUS.: Proposes Closed Market Assets' Bidding Procedures
----------------------------------------------------------------
Pursuant to Rule 6004(f)(1) of the Federal Rules of Bankruptcy
Procedures, sales of property outside the ordinary course of
business may be by private sale or by public auction.
Consistent with this Rule, Adelphia Business Solutions, Inc.,
and its debtor-affiliates propose to conduct an auction of the
Closed Market Assets at the offices of Weil Gotshal & Manges
LLP, 767 Fifth Avenue, New York, New York 10153, on January 6,
2002 at 10:00 a.m. (EST); provided, however, that the Auction
may be adjourned by the ABIZ Debtors from time to time, without
further notice, other than an announcement of the adjournment at
the Auction or at any further adjourned Auction hearings.

ABIZ proposes to sell various telecommunications assets and
related executory contracts and unexpired leases associated with
the markets which they intend to close.  The Company's marketing
efforts culminated in an agreement with Gateway Columbus, LLC,
offering $10,700,000, plus the assumption of certain contractual
liabilities, subject to higher and better offers.

The Auction will be conducted on these terms and conditions:

   -- Initial bids for the Sale Assets must:

      a. be in writing;

      b. at a minimum, exceed the sum of:

         * the Purchase Price and the Aggregate Burn
           Reimbursement Amount; plus

         * $400,000;

      c. be received no later than 5:00 p.m. (EST) on January 2,
         2003, by:

          * the attorneys for the Debtors
            Weil, Gotshal & Manges LLP
            767 Fifth Avenue, New York, New York 10153
            Attn: Judy G. Z. Liu, Esq.;

          * the attorneys for the Debtors' postpetition lenders,
            Jenkens & Gilchrist Parker Chapin, LLP
            The Chrysler Building
            405 Lexington Avenue, New York, New York 10174
            Attn: Hollace T. Cohen, Esq. and
                  Jennifer Saffer, Esq.;

          * the attorneys for the creditors' committee
            Kramer Levin Naftalis & Frankel
            919 Third Avenue, New York, New York 10022
            Attn: Mitchell A. Seider, Esq.;

          * the attorneys for an ad hoc committee of holders of
            12-1/4% bonds issued by Adelphia Business Solutions
            Akin Gump Strauss Hauer & Feld, LLP
            590 Madison Avenue, New York, New York 10022
            Attn: Ira S. Dizengoff, Esq. and
                  Philip C. Dublin, Esq.

      Parties that do not submit written bids by the Bid
      Deadline reflecting at least the Minimum Bid will not be
      permitted to participate at the Auction.  Bids must be
      accompanied by an earnest money deposit equal to the
      amount of the Aggregate Burn Reimbursement Amount, the
      Earnest Money Deposit, and the Minimum Overbid Amount;

   -- The Debtors will only entertain bids that are on the same
      terms and conditions as those terms set forth in the
      Agreement;

   -- All bids must constitute a good faith, bona fide offer to
      purchase the Sale Assets for cash only, and will not be
      conditioned on obtaining financing and the outcome of due
      diligence by the bidder;

   -- All bids are irrevocable until the earlier to occur of:

      a. the Closing, or

      b. 30 days following the last date of the Auction;

   -- As a condition to making a competing bid, any competing
      bidder must provide the Debtors, on or before the Bid
      Deadline, with sufficient and adequate information to
      demonstrate that the competing bidder:

      a. has the financial wherewithal and ability to consummate
         the Sale Transaction, and

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

   -- The Debtors will, after the Bid Deadline and prior to the
      Auction, evaluate all bids received, including Gateway's
      bid, and determine which bid reflects the highest or best
      offer for the Sale Assets.  The Debtors will announce the
      determination at the outset of the Auction;

   -- Subsequent bids at the Auction will be made in increments
      of at least $25,000;

   -- Except as otherwise provided in a written offer that has
      been accepted by the Debtors, subject to satisfaction or
      waiver of the conditions to Closing set forth in the
      Agreement, the Closing will take place at the offices of
      Weil Gotshal & Manges LLP, promptly following entry of a
      Court order;

   -- The purchase price less the Bid Deposit Amount will be
      paid by the Successful Bidder by wire transfer at Closing.
      If for any reason the Successful Bidder fails to
      consummate the Sale Transaction, the offeror of the second
      highest or best bid at the Auction for the Sale Assets
      will automatically be deemed to have submitted the highest
      or best bid.  To the extent the offeror and the Debtors
      consent, the Debtors and the offeror are authorized to
      effect the Sale Transaction as soon as is commercially
      reasonable without further order of the Court;

   -- All bids for the purchase of the Sale Assets will be
      subject to Court approval;

   -- The Debtors, in their sole discretion, may reject any bid
      not in conformity with these Bidding Procedures, the
      requirements of the Bankruptcy Code, the Bankruptcy Rules
      or the Local Bankruptcy Rules of the Court, or contrary to
      the best interests of the Debtors and parties-in-interest;

   -- No bids will be considered by the Court unless a party
      submitted a competing bid in accordance with the Bidding
      Procedures and participated in the Auction;

   -- The Debtors reserve the right to change the location of
      the Auction and adjourn the Auction; and

   -- Any other terms and conditions as may be announced by the
      Debtors at the outset of the Auction, provided, however,
      that these terms and conditions are not inconsistent with
      the terms of the Motion and Procedures Order.  To the
      extent that there is any ambiguity as to what terms apply,
      the Motion and Procedures Order will control.

In accordance with Bankruptcy Rule 2002, the Debtors propose to
give notice of the Auction and Sale Hearing:

   -- by first class mail deposited as soon as practicable after
      the date of the Procedures Order to:

      a. the Office of the United States Trustee for the
         Southern District of New York,

      b. the attorneys for the Debtors' postpetition lenders,

      c. the attorneys for ACOM,

      d. the attorneys for the Creditors' Committee,

      e. the attorneys for the Ad Hoc Committee of 12-1/4%
         Bondholders,

      f. all non-debtor contract parties to the Assumed
         Contracts,

      g. all parties who have previously submitted within the
         six months prior to entry of the Procedures Order
         written expressions of interest in acquiring the Sale
         Assets,

      h. all appropriate federal, state and local taxing
         authorities, and

      i. all parties having filed a notice of appearance in the
         Debtors' Chapter 11 cases pursuant to Bankruptcy Rule
         2002; and

   -- at least seven days prior to the Auction, by publication
      once in each of the national editions of the New York
      Times and the Wall Street Journal.

The Auction and Sale Hearing Notice will set forth the Bidding
Procedures and the time and place for the Auction and Sale
Hearing. (Adelphia Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Fibertech Demands Prompt Decision on Contract
-------------------------------------------------------------
Fiber Technologies Networks, LLC owns and operates a fiber optic
network of approximately 93 miles in length in and around the
vicinity of Providence, Rhode Island.

Fibertech asks the Court to compel Adelphia Communications, and
its debtor-affiliates to immediately assume or reject their IRU
agreement and maintenance agreement.  In addition, Fibertech
asserts that the ACOM Debtors should be compelled to pay all its
postpetition obligations arising under these agreements.  In the
alternative, Fibertech wants the ACOM Debtors to provide
adequate protection for the use of its property covered by the
agreements.

Michael E. Norton, Esq., at Robinson Murphy & McDonald, in New
York, recounts that on March 13, 2002 Fibertech entered into an
IRU Agreement with the ACOM Debtors relating to the Providence
Network.  On March 13, 2002, Fibertech entered into a
Maintenance Agreement with the ACOM Debtors relating to the IRU
Agreement and the Providence Network.  The Agreements replaced
virtually identical agreements contained in an earlier IRU
Agreement between Fibertech and Adelphia Business Solutions Long
Haul, L.P. dated February 12, 2001.

Pursuant to the terms of the IRU Agreement, Mr. Norton explains
that effective on the "Acceptance Date", the Debtors were to be
granted Indefeasible Rights of Use in certain designated strands
of fiber optic cable installed in Fibertech's Providence
Network. In accordance with the IRU, the Debtors would be
allowed to transmit over the designated fibers and can use them
for any lawful purpose, subject to limitations contained in the
IRU Agreement.

The term of the IRU contained in the IRU Agreement ends 25 years
from the Acceptance Date.  The Debtors are granted an option to
seek two additional extensions of 10 years each at the time of
the termination of the initial terms on the successful
negotiation of mutually agreeable terms to be negotiated in good
faith between the parties at that time.

In consideration for granting the IRU to the Debtors with
respect to the designated fibers in the Providence Network, Mr.
Norton informs the Court that the Debtors are required to pay
Fibertech $15,000 per route mile multiplied by the total actual
route miles in the Providence Network.  The IRU Agreement
requires the payment to be made by the Debtors in two stages:

   -- 15% of the consideration is to be paid by the Debtors
      within three business days following the execution of the
      IRU Agreement; and

   -- the balance of the consideration must be paid within three
      business days of the Acceptance Date.

Pursuant to the terms of the IRU Agreement the Acceptance Date
occurred on or about September 30, 2002.  The Debtors are
currently in default of this payment obligation amounting to
$1,114,500 and is therefore in material breach of the IRU
Agreement.

Under the Maintenance Agreement Fibertech is required to provide
all maintenance, routine and non-routine, with respect to the
Providence Network and specifically with respect to the strands
of fiber optic cable assigned for the Debtors' use under the IRU
Agreement.

Pursuant to the terms of the Maintenance Agreement, Mr. Norton
reports that the Debtors are required to pay $300 per route mile
multiplied by the total number of route miles in the Providence
Network per year -- or about $27,900 per year -- to Fibertech to
compensate Fibertech for routine maintenance of the system.
Amounts under the Maintenance Agreement are to be billed on a
monthly basis, at $2,325 per month.  No invoices have yet been
sent to the Debtors.  However, amounts payable for routine
maintenance are already accruing and will continue to accrue
with respect to the Maintenance Agreement and the Debtors'
obligations.

In addition to routine maintenance, Fibertech is responsible for
performing all non-routine maintenance and repair of the
Providence Network under the Maintenance Agreement.  Non-routine
maintenance would include repairing damage to the fiber optic
cable caused by pole knockdowns, falling tree limbs and errant
excavation activities.  Pursuant to the Maintenance Agreement,
the Debtors are required to reimburse Fibertech for the Debtors'
pro rata share of non-routine maintenance costs.  Pro rata share
is determined based on the percentage of the Debtors' designated
fibers bear to the total number of available fibers in the
system.  At present, the Debtors are assigned 96 of the total
192 fibers in the Providence Network.  Therefore, the Debtors
are responsible for 50% of the non-routine maintenance costs
that  will arise in connection with the operation of the
Providence Network.

Under the IRU Agreement, it is the responsibility of the Debtors
to attach its own user equipment to the Providence Network to be
able to use the fiber optic cables assigned to it.  To date, the
Debtors have not commenced using the IRU in the Providence
Network.

Mr. Norton contends that Fibertech is and will continue to be
severely prejudiced and financially harmed unless the Debtors
are required to promptly assume or reject the Agreements for
these reasons:

   -- The Debtors are currently in payment default amounting to
      $1,114,500 that was due and owing to Fibertech on
      September 30, 2002 with respect to the IRU Agreement.
      This is a significant amount of money for Fibertech;

   -- Fibertech will be unable to find another customer or
      customers for the fibers assigned for ACOM's use in the
      Providence Network while ACOM remains a party to the IRU
      Agreement and Maintenance Agreement and in material
      breach;

   -- Even though Debtors are making no use of the Providence
      Network, ACOM is currently tying up a full 50% of the
      entire capacity and bandwidth of the Providence Network;
      and

   -- Fibertech is and will be required to incur ongoing costs
      and expenses arising from its obligations to provide both
      routine and non-routine maintenance and repairs to the
      Providence Network under the Maintenance Agreement.

Fibertech's obligations are significant and continuous and
create an unfair burden on Fibertech while the Debtors -- in
default under the Agreements and not making any use of the IRU -
- continues to prevent Fibertech from locating alternative users
of the fiber cable who could contribute to defray these
maintenance costs.

With respect to the considerations the Court must undertake
relating to Fibertech's potential damages over and above
compensation available to Fibertech in this bankruptcy case, Mr.
Norton is concerned that the current unresolved status regarding
these Agreements creates a real and substantial risk of
significant damages for Fibertech as each passing week goes by.
In the event the Agreements are ultimately rejected by the
Debtors, there may be no way for Fibertech to recover any
meaningful portion of the lost revenues and maintenance costs
incurred by Fibertech during the postpetition periods of delay.
(Adelphia Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 10.250% bonds
due 2006 (ADEL06USR1) are trading at 38 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL06USR1
for real-time bond pricing.


ALAMOSA HOLDINGS: NYSE Accepts Plan for Continued Listing
---------------------------------------------------------
Alamosa Holdings, Inc. (NYSE: APS), the largest PCS Affiliate of
Sprint (NYSE: FON, PCS) based on number of subscribers,
announced that the New York Stock Exchange (NYSE) has accepted
the Company's plan to attain compliance with the NYSE's
continued listing standards.  As a result, subject to the
Company realizing certain interim and ongoing objectives as
outlined in its plan, Alamosa Holdings, Inc. stock will continue
to be traded on the NYSE.   The Company also provided updated
guidance on capital expenditures for 2002 and 2003 and announced
the achievement of two Network milestones during the fourth
quarter of 2002.

On September 6, 2002, the Company announced that it was not in
compliance with the NYSE's minimum continued listing standards
with respect to the $1 minimum average daily stock price and
$100 million market capitalization for a 30-day trading period.
As a result of the NYSE's decision to accept the proposed plan,
the Company has until February 26, 2004 to re-establish
compliance with the $100 million market capitalization for a 30-
day average trading period.  The Company will also need to
achieve a minimum $1 share price and 30-day average share price
by March 3, 2003 to meet that specific listing standard.  If
shareholder action is required beyond this date to meet this
standard, upon notification and approval by the NYSE, the
Company will address it at the next annual meeting that is
tentatively planned to occur in May 2003.  Any action taken is
required to be promptly implemented and the standard is met if
the $1 price exceeds the standard for the following 30 trading
days.  The Company will also periodically report its progress to
the NYSE and realization of objectives outlined in its plan.

Total fixed asset additions for 2002 are expected to be
approximately $73 million.  This represents a 15% reduction from
initial guidance of $85 million at the beginning of the year.
Initial guidance for 2003 fixed asset additions is in the range
of $40 to $50 million.  This represents approximately $4 per
covered pop and will be used for general maintenance and limited
expansion of capacity in 2003.  The Company's Network build out
was completed in 2001 and also includes third generation (3G)
technology added in the second quarter of 2002.

The Company also recently completed its 1,500th cell site,
helping link Window Rock, AZ to Gallup, NM.  Alamosa also
employs 416-second carriers for a total of 1,916 code division
multiple access (CDMA) carriers within its network territories.
Another milestone was reached with the completion of the
Interstate 40 corridor between Amarillo, Texas and Albuquerque,
New Mexico in less than 90 days. This corridor now provides
additional wireless coverage, including 3G technology services,
for existing Sprint customers while also accommodating other
wireless carrier roaming traffic.

"The NYSE's acceptance of our business plan for continued
listing is good news for our Company," said David E. Sharbutt,
Chief Executive Officer of Alamosa.  "We are committed to
pursuing our goal of operational excellence and believe we can
achieve the objectives established in our plan.  Our continued
financial efficiencies in our network operations and further
expansion of our network are tangible signs of our efforts and
commitment toward this goal." Further clarification of this
information and other operating guidance will be provided on the
fourth quarter 2002 earnings call in the first quarter of 2003.

                     ABOUT ALAMOSA

Alamosa Holdings, Inc. is the largest PCS Affiliate of Sprint
based on number of subscribers.  Alamosa has the exclusive right
to provide digital wireless mobile communications network
services under Sprint's PCS division throughout its designated
territory located in Texas, New Mexico, Oklahoma, Arizona,
Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington,
Oregon, Arkansas, Kansas, Illinois and California.  Alamosa's
territory includes licensed population of 15.8 million
residents.

                        *    *    *

As previously reported, Standard & Poor's placed its single-'B'-
minus corporate credit rating on Alamosa Holdings Inc., on
CreditWatch with negative implications due to Standard & Poor's
increased concerns over the impact of Alamosa's slowing growth
on covenant compliance and liquidity.

DebtTraders reports that Alamosa Holdings Inc.'s 12.875% bonds
due 2010 (APCS10USR1) are trading between 20 and 23. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=APCS10USR1
for real-time bond pricing.


ALLBRITTON COMMS: Launches Tender Offer for 9-3/4% Sr. Sub. Debt
----------------------------------------------------------------
Allbritton Communications Company announced that it is
commencing a tender offer for all of its outstanding 9-3/4%
Senior Subordinated Debentures due 2007.

In connection with the tender offer, Allbritton is soliciting
consents to proposed amendments to the indenture governing the
9-3/4% Senior Subordinated Debentures due 2007. The proposed
amendments would eliminate substantially all of the restrictive
covenants and certain events of default from the indenture
governing the debentures. Holders who tender their debentures
will be required to consent to the proposed amendments, and
holders who consent to the proposed amendments will be required
to tender their debentures.

Tendering holders who validly tender their debentures and
deliver consents by the consent payment deadline will receive
total consideration of $1,039.00 per $1,000 principal amount of
such debentures. The total consideration includes a consent
payment of $5.00 per $1,000 principal amount of 9-3/4% Senior
Subordinated Debentures due 2007. Holders who validly tender
their notes after the consent payment deadline will only receive
tender consideration of $1,034.00 per $1,000 principal amount of
debentures and will not receive the consent payment. Unless
extended by Allbritton, the consent payment deadline is 5:00
p.m., Friday, December 20, 2002.

The tender offer will expire at 12:01 a.m., New York City time,
on Tuesday, January 7, 2003, unless extended or earlier
terminated by Allbritton.

Allbritton intends to fund the tender offer, and all related
costs and expenses, with the net proceeds of an offering of new
7-3/4% senior subordinated notes which is scheduled to close on
December 20, 2002, additional borrowings under the Company's
credit facility and/or cash on-hand. The tender offer is
conditioned upon Allbritton completing arrangements for
financing the purchase of the debentures and other general
conditions.

Copies of the tender offer and consent solicitation documents
can be obtained by contacting MacKenzie Partners, Inc., the
Information Agent for the tender offer and the consent
solicitation, at (212) 929-5500 or (800) 322-2885.

Deutsche Bank Securities Inc. is acting as Dealer Manager for
the tender offer and consent solicitation. Questions concerning
the tender offer and the consent solicitation may be directed to
Deutsche Bank Securities Inc. at (646) 324-2180.

Allbritton and its subsidiaries own and operate ABC network-
affiliated television stations serving seven diverse geographic
markets:

- WJLA - Washington, D.C.
- WBMA/WCFT/WJSU -Birmingham (Anniston and Tuscaloosa), Alabama
- WHTM - Harrisburg-Lancaster-York-Lebanon, Pennsylvania
- KATV - Little Rock, Arkansas
- KTUL - Tulsa, Oklahoma
- WSET - Roanoke-Lynchburg, Virginia
- WCIV - Charleston, South Carolina

In addition, Allbritton owns and operates a 24-hour cable news
channel in Washington, D.C., NewsChannel 8.


AMC: Will Appeal Adverse CA Court Ruling re Wheelchair Spaces
-------------------------------------------------------------
A federal judge in the United States District Court for the
Central District of California has ruled in favor of the United
States Department of Justice in a lawsuit concerning the
location of wheelchair spaces in stadium-style auditoriums. AMC
Entertainment Inc. intends to appeal the decision.

In its decision, the court ruled that wheelchair spaces located
solely in the sloped floor portion of stadium-style auditoriums
fail to provide lines of sight comparable to those for members
of the general public. In so doing, the court specifically
rejected the decisions of the United States Court of Appeals for
the Fifth Circuit, the United States District Court for Northern
Ohio and the United States District Court for Oregon. Each of
these courts previously ruled that the regulation which requires
wheelchair spaces to provide lines of sight comparable to those
for members of the general public means that the wheelchair
patrons should have an unobstructed view of the screens and be
located among the existing seating. In each of these prior
decisions, the courts approved designs locating wheelchair
spaces solely in the sloped floor portion of stadium-style
auditoriums. The decisions of the Oregon and Ohio courts are
currently on appeal. Although a recent New York federal court
decision has said that comparability requires more than
unobstructed lines of sight, on a factual basis the New York
court approved wheel chair seating located in the sloped floor
portion of a stadium-style auditorium.

The California Court did not address specific changes which
might be required in the Company's existing stadium-style
auditoriums, as no finding has been made as to compliance or
non-compliance under the ADA of any particular theatre as
actually constructed. The Court held that per se rules are
simply not possible because the requirements of comparable lines
of sight will vary based on theater layout. Consequently, it is
not possible to determine the impact that the ruling might have
on the Company or the exhibition industry as a whole.

                           *   *   *

As previously reported, Standard & Poor's raised its corporate
credit rating on AMC Entertainment Inc. to single-'B' from
single-'B'-minus based on positive financial policy developments
at the company.

At the same time, Standard & Poor's raised its subordinated debt
ratings on AMC to triple-'C'-plus from triple-'C' and removed
all of the ratings from CreditWatch. The current outlook is
positive.

AMC Entertainment Inc.'s 9.875% bonds due 2012 (AEN12USN1),
DebtTraders says, are trading at 98 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AEN12USN1for
real-time bond pricing.


AMERICAN AIR: Asks Workers to Forgo '03 Increases to Stem Losses
----------------------------------------------------------------
American Airlines asked all employees to forgo pay increases
next year as part of the company's aggressive efforts to stem
short-term financial losses. Company executives met today with
union leaders representing pilots, flight attendants and ground
personnel at AA headquarters to make the request. They also met
with other employee groups to explain the need to forgo these
pay increases.

In a letter to labor representatives and other employee groups,
AA Chairman and CEO Don Carty and President and COO Gerard Arpey
said management and support staff would forgo pay increases for
the second consecutive year. They explained the need for other
employee groups to forgo scheduled wage increases in 2003 to
"buy enough time to find the additional $2 billion in permanent,
annual structural changes needed to survive."

By forgoing all of the scheduled pay increases, the company will
avoid an immediate annual cost increase of $130 million, which
will keep American's financial situation from worsening.

In recent weeks, Carty and Arpey have been meeting with
employees in large and small groups around the country.

"American's employees have an enormous stake in the financial
stability of our company, and I have been heartened by their
support and willingness to work with us to position American to
survive and prosper," Carty said. "American Airlines employees
understand the seriousness of our situation and the need to
protect our future by working together."

Flight attendants, represented by the Association of
Professional Flight Attendants, are currently scheduled to
receive a three-percent wage increase on Jan. 1, 2003, plus
applicable premium increases in July. Aircraft mechanics, fleet
service clerks and other employees represented by the Transport
Workers Union are scheduled for a three-percent pay increase,
plus applicable premium increase for some classifications, on
March 1. Airport and reservations agents, who are not union
represented, are slated for an average 90-cent hourly wage
increase in 2003.

The letters to the employee groups explained that the company's
long-term survival will require it to be leaner, more efficient
and more productive -- a business model contingent upon labor
agreements that allow American to compete more effectively in
the new aviation marketplace.

"While forgoing scheduled increases is a necessary and important
short- term step in our march toward survival, it cannot be the
only one," the letter stated. "The restructuring of our labor
agreements is inevitable and fundamental to our long-term goal
of remaining competitive and restoring profitability."

Immediately following the events of Sept. 11, 2001, American
launched a top-to-bottom review of the company's operations, and
implemented a plan that will cut capital expenditures by several
billion dollars by deferring aircraft purchases, facility
improvements and information technology investments.

In addition, it has identified more than $2 billion a year in
annual, structural cost savings all across the company.
American's goal is to achieve total annual cost-savings of $3 to
$4 billion.

Throughout this process, American has taken a different approach
to addressing its financial challenges from some of its
competitors, which sought immediate concessions from employees,
rather than working first to restructure their business,
increase revenue and aggressively control costs.

"We felt it was essential to do things differently -- to trim
every cost we could find before turning to our employees for
financial help, and we've made a concerted effort to do so,"
Carty said.

The U.S. airline industry is projected to lose a total $9
billion this year.


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.


ANACOMP INC: Reduces Work Force & Expenses Under Reorganization
---------------------------------------------------------------
On June 28, 2002, Anacomp, Inc. (OTC BB: ANCPA), completed a
worldwide reorganization of its operations that has been
designed to employ resources to accelerate growth and control
costs to meet the Company's revenue streams, while delivering
superior service to its customers and value to its shareholders.

Under the reorganization, the structures of the Company's two
independent business units, Document Solutions and Technical
Services, have been dissolved and the units have been combined
into one entity.  The new organization, which will take
advantage of the strengths of each former business unit, is
based upon a global marketing strategy and unified sales force,
combined operations, and a focused support organization.

Over the past two years, the Company has achieved significant
growth in its new service offerings, with digital services and
Multi-Vendor Services (MVS) now representing approximately one-
third of the Company's revenues. Anacomp also has remained the
world leader in Computer Output to Microfiche (COM) systems and
services, and it recently completed the successful restructuring
of its long-term debt.  However, with the  continuing decline of
the COM business industry-wide, significant changes were
required to align Anacomp's  cost structure with its revenue
stream.  The major components of this reorganization are:

*    An executive level position has been established to oversee
     all sales and marketing activities, including formulating
     and directing the overall strategic planning, coordination
     and implementation of the Company's worldwide COM, Print,
     CD, Web Presentment and MVS marketing efforts, as
     well as North American sales activities.

*    The Document Solutions and Technical Services field
     organizations have been combined into a single, fully
     integrated unit.  North America is now comprised of nine
     geographic regions servicing both the Company's data center
     and professional services customers.  European operations
     have been streamlined into four geographic regions.

*    A single support group has been formed in North America.
     This unified organization now consists of implementation,
     development, systems engineering, technical support,
     dispatch and training for the Company's data centers, Web
     Presentment, field services operations, and process
     quality.

While the new organization will provide opportunities for
employees to cross-train in the Company's  operations, it also
will result in reducing the work force where there are
redundancies, changing goals or declining revenue streams. In
the quarter ended June 30, 2002, the Company reduced its labor
force by over 100 positions and closed one data center, for an
estimated annual savings of $7.2 million.  The cost to implement
these reductions is estimated at $2.3 million and will be
recorded in the third quarter of fiscal year 2002.

Anacomp, Inc., say that it is a leading provider of technology
outsourcing services and document imaging solutions, with an
established tradition of quality, value, service excellence and
customer satisfaction.  The Company uses its technology and
resources to solve information management and  information
technology services/support challenges for businesses around the
globe.  Specifically, Anacomp offers a full range of
personalized solutions to meet end-user document presentation,
retrieval and archive requirements, as well as computer room and
networking equipment services, systems and supplies needs.
Current outsourcing offerings include digital and analog
document services, disaster recovery, multi-vendor equipment
maintenance, and imaging systems maintenance, sales and
supplies.

Anacomp's June 30, 2002 balance sheet reported a working capital
deficit of about $16 million.


ANC RENTAL: Sells St. Louis Facilities to Enterprise for $1.8MM
---------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates sought and
obtained Court approval to sell its rental facilities at 9305
Natural Bridge Road in St. Louis, Missouri to Enterprise Leasing
Company of St. Louis.  National Car Rental System owns the
facilities. The Court approved the sale free and clear of all
liens, claims, encumbrances and interests and exempted from any
stamp, transfer, recording or similar tax.

The Debtors will receive $1,800,000 from Enterprise for the
property.  The Debtors marketed the property with the assistance
of Coldwell Banker Commercial CRA LLC.

The Court rules that $680,000 from the proceeds of the sale will
be applied against the Debtors' obligations to Congress
Financial Corporation under the Borrowing Base Facility. (ANC
Rental Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUIS COMM: Shareholders to Convene on December 11 in New Jersey
----------------------------------------------------------------
The Annual Meeting of the Shareholders of Aquis Communications
Group, Inc., will be held at the Company's principal executive
offices located at 1719A Route 10, Suite 300, Parsippany, New
Jersey 07054, on December 11, 2002 at 10:00 a.m. for the
following purposes:

         1.   To elect six directors to the Company's board of
              directors.

         2.   To approve an amendment to the Company's
              Certificate of Incorporation to increase the
              number of authorized shares of common stock from
              75,000,000 to 450,000,000 shares.

         3.   To approve an amendment to the Certificate to
              eliminate the classification of the Board into
              three different classes.

         4.   To ratify the reappointment by the Board of Wiss &
              Company LLP as the Company's independent auditors
              for fiscal year 2002.

         5.   To consider and act upon other matters that may
              properly come before the Annual Meeting.

The Board has fixed the close of business on November 13, 2002
as the record date for determining the shareholders having the
right to notice of and to vote at the Annual Meeting.

                          *   *   *

As reported in the August 21, 2002 issue of the Troubled Company
reporter, Aquis Communications Group, Inc., (OTC Bulletin Board:
AQIS) consummated its previously announced restructuring with
its principal lenders, including FINOVA Capital Corporation and
Amro International, S.A.  The Company's senior lender, FINOVA,
exchanged approximately $34 million in debt for a new
convertible preferred stock and warrants, which are convertible
or exchangeable for 79.99 percent of the fully diluted shares of
Aquis, and restructured senior debt.  The new convertible
preferred stock and warrants were issued to a newly formed,
wholly owned subsidiary of the Company's senior lender.  The
restructured senior debt payable to the Company's senior lender,
representing approximately $9 million, is payable over four
years.  Aquis also has the ability to have $2.0 million of this
debt forgiven if it is successful in retiring $7.0 million of
its debt by a date certain.


ASIA GLOBAL CROSSING: Hires Milligan as Special Bermuda Counsel
---------------------------------------------------------------
Asia Global Crossing Ltd., together with its debtor-affiliates,
need a special Bermuda insolvency counsel to assist them with
their Bermuda insolvency proceedings.

Asia Global Crossing CEO Jack Scanlon explains that the AGX
Debtors selected Milligan-Whyte & Smith because of the firm's
experience and knowledge in the field of Bermuda insolvency law.
Since November 6, 2002, Milligan has rendered legal services to
the AGX Debtors in connection with various matters, primarily
related to counseling the AGX Debtors on Bermuda law.  As a
consequence of their previous representation of the AGX Debtors,
Milligan is intimately familiar with the complex legal issues
that have arisen in connection with the AGX Debtors' business
and operations, its restructuring, and its strategic and
transactional goals.  The AGX Debtors believe that both the
interruption and the duplicative cost involved in obtaining
substitute counsel to replace Milligan's unique role at this
juncture would be extremely harmful to their estates and
creditors.

John Milligan-Whyte, a partner at Milligan-Whyte & Smith,
assures the Court that the Firm:

   -- does not represent or hold any interest adverse to the
      Debtors and their estates with respect to the matters on
      which the Firm is to be employed; and

   -- has no connection with the Debtors, their creditors or its
      related parties.

The AGX Debtors will compensate Milligan on an hourly basis, and
will reimburse the firm of actual, necessary expenses and other
charges incurred.  The attorneys and paraprofessionals primarily
involved in providing the services and their current standard
hourly rates are:

      John Milligan-Whyte    Partner            $450
      Tim Fellows, Q.C.      Special Counsel     450
      Lesley Basden          Associate           350
      Jennifer Furbert       Associate           200

"Prior to the Petition Date, the Debtors paid Milligan
$293,675.36 for prepetition services rendered until the end of
September 2002," Mr. Milligan-Whyte discloses.  "Milligan is
also holding $25,994.42 as a retainer for postpetition services
to be rendered to the Debtors and for postpetition expenses to
be incurred."

                     *   *   *

Judge Bernstein permits the Debtors to employ Milligan on an
interim basis.  The final hearing on the application will be
held on December 18, 2002, provided that objections are filed on
or before December 13, 2002. (Global Crossing Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ATLAS AIR: Fitch Junks Debt Ratings after Technical Default
-----------------------------------------------------------
Fitch Ratings has downgraded the debt securities of Atlas Air,
Inc. (Atlas) following the company's disclosure that a technical
default has occurred in connection with two of its secured debt
instruments. Atlas' unsecured debt is being downgraded to 'CCC'
from 'B' and its secured bank debt rating is being lowered to
'CCC+' from 'B+'. These debt securities are also being placed on
'Rating Watch Negative'.

The downgrade reflects heightened concerns over the fact that
Atlas' bank group now effectively controls the company's ability
to avoid a future liquidity crisis that would ensue if debt
repayments on the secured facilities are accelerated. The banks
have the right to accelerate as much as $246 million in
repayments on Atlas' Aircraft Credit Facility and AFL III
secured term loan facility. The defaults on these agreements
have resulted from Atlas' failure to issue financial statements
for the September 30 quarter. The company's auditors, Ernst &
Young, are currently conducting a re-audit of Atlas' financial
results following the October 16 disclosure that a restatement
of results for fiscal years 2000, 2001 and the first half of
2002 will be necessary following discovery of accounting-related
misstatements of earnings. The company expects the re-audit to
be completed in early 2003, and it has noted that the re-
statement is not expected to have any cash flow implications.

Atlas' disclosure on December 2 that its failure to issue timely
statements had triggered a default for the two secured
facilities followed the expiration of a 15-day cure period. The
company is currently in negotiations with its banks to receive a
waiver of the default provisions until the completion of the re-
audit process. It appears unlikely that the banks would be
interested in accelerating repayment -- an outcome that could
push Atlas into a near-term liquidity crisis. The collateral for
the two facilities -- older Boeing 747-200 freighter aircraft
and accompanying engines -- would be difficult to re-market in
the current soft global air cargo environment. It therefore
seems likely that a waiver will be negotiated.

Irrespective of the waiver and the banks' willingness to provide
additional covenant relief (a minimum liquidity requirement of
$200 million may be in jeopardy at the end of the March 2003
quarter), Atlas continues to face a challenging international
air cargo demand environment. While the fourth quarter is
seasonally strong and the company expects to see good operating
cash flow through December, the outlook for ACMI cargo service
is highly dependent upon a solid recovery in the global economy.
On the positive side, freighter charter demand has been very
strong in recent months as the need for military-related cargo
movements grows. Military charter flying in the third quarter,
combined with commercial charter activity resulting from the
shutdown of West Coast ports, offset much of the weakness in
Atlas' traditional ACMI contract business.

Atlas' management has indicated that positive cash flow in the
fourth quarter will lead to an improvement in cash balances.
Total cash on hand at the end of December is forecasted by the
company to be approximately $250 million at the Atlas Air
Worldwide Holdings level. Cash holdings at the end of September
were approximately $180 million at the Atlas Air, Inc. level and
$204 million at the holding company level. The stronger
liquidity position at year-end would keep the company well above
its minimum liquidity requirement ($200 million); however,
seasonal cash drain in the first quarter is likely to test the
covenant limits and will force Atlas to negotiate covenant
relief from its lenders.

Fleet-related commitments will drive some additional aircraft
operating lease expense as the final two Boeing 747-400
freighter deliveries are taken. Atlas expects to take delivery
of one new aircraft this month (financing provided by Boeing
Capital) and one in the fourth quarter of 2003. With the pick-up
in charter demand, 38 out of 39 aircraft in the Atlas fleet are
in operating service. This contrasts favorably to the situation
earlier this year, when six freighters were grounded due to soft
demand conditions.

Atlas Air, Inc. is a wholly owned subsidiary of Atlas Air
Worldwide Holdings (NYSE:CGO), and is a provider of cargo
capacity to major passenger airlines worldwide. Together with
Polar Air Cargo, the holding company's other subsidiary, Atlas
offers a range of ACMI (aircraft, crew, maintenance and
insurance) contract services, charter, and scheduled freighter
operations through a global route network. Atlas is based in
Purchase, New York.

DebtTraders reports that Atlas Air Inc.'s 10.750% bonds due 2005
(CGO05USR1) are trading between 35 and 37. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CGO05USR1for
real-time bond pricing.


AVANTAGE LINK: Will Seek Bankruptcy Protection in Canada
--------------------------------------------------------
The Board of Directors of Avantage Link Inc., (TSX Venture: AVK)
announces that the company, in order to restructure its
financial position and operations, intends to file a Notice of
intention and seeks protection under the Bankruptcy and
Insolvency Act (Canada) with Raymond Chabot Inc. trustee
(Christian Bourque, trustee in charge). Consequently, and unless
the Court grants an additional delay, AVK must file a proposal
to their creditors within thirty (30) days following the filing
of the Notice.

Mr. Andre Vallerand, Chairman of the Board of Directors, Mr.
Roger Desrosiers and Mr. Rene Binette, has resigned from the
Board as of Friday, November 29th, 2002. Mr. Luc Moreau and Mr.
Paul Laurent have resigned from the Board of Directors as of
Monday, December 2nd 2002. Mr. Jean-Guy Proulx, President and
CEO of Avantage Link Inc. will act as Chairman of the Board.
Mr. Jean-Luc Landry remains a member of the Board of Directors
of Avantage Link Inc.

Although significant marketing, sales and operational efficiency
improvements have been realized over the last year, a 'Class
Action' against the company is making it difficult for the
company to secure the financing required to sustain the
operation of the company. Therefore, the management has retained
the services of legal and accounting advisors to protect the
operations and assets of the company and evaluate alternatives
to restructure its financial position.

Management has taken the measures to ensure that operations are
maintained and customer support is continued without disruption
throughout the reorganization process.

AVANTAGE LINK -- http://www.avantagelink.com-- is a publicly
traded Canadian company listed on the TSX Venture exchange under
the symbol AVK.


BALDWINS INDUSTRIAL: Taps Howard Frazier as Financial Advisor
-------------------------------------------------------------
Baldwins Industrial Services, Inc., and Baldwins Leasing L.P.,
ask the U.S. Bankruptcy Court for the Southern District of Texas
for permission to employ Howard Frazier Barker Elliot, Inc., as
their financial advisor and exclusive marketing agent.

The Debtors relate that they initially engaged Howard Frazier in
April 2002 to begin marketing efforts directed towards achieving
a sale of Baldwins as a going concern.  Howard Frazier reviewed
the Company's business assets and operations, conducted
extensive marketing analysis and identified potential investors.

In July, Howard Frazier distributed Confidential Information
Memoranda to potential strategic buyers and financial buyers who
who've indicated an interest in buying the business. Howard
Frazier set up a virtual data room to permit interested parties
to conduct due diligence.

Howard Frazier's extensive market research, due diligence
database and knowledge of the Debtors' business have been of
great value in the effort to achieve a sale of all or part of
the Debtors' assets.  Howard Frazier's brokerage efforts have
enabled potential purchasers to quickly assess and review the
Debtors' operations and determine their level of interest.

Howard Frazier has provided and will provide marketing and
related consulting service for sales of Debtors' business in the
course of these Chapter 11 cases, including:

     a) Revising and updating the Confidential Offering
        Memoranda;

     b) Developing a list of suitable potential buyers for each
        business;

     c) Coordinating the execution of confidentiality agreements
        for potential buyers;

     d) Coordinating the processing and responses to all due
        diligence questions from potential buyers and organizing
        the due diligence process;

     e) Assisting in coordinating site visits and developing
        appropriate presentations;

     f) Soliciting competitive offers from potential buyers;

     g) Reviewing, analyzing and ranking offers from potential
        buyers; and

     h) Assisting in facilitating the transaction through
        closing.

The Debtors agree to pay Howard Frazier a commission at closing
out of the sale proceeds, if any, equal to:

    (i) 1.0% of the first $25,000,000 of Total Consideration1,

   (ii) 3.0% of Total Consideration above $25,000,000 but less
        than $30,000,000;

  (iii) 4.0% of Total Consideration in excess of $30,000,000 but
        less than $35,000,000; and

   (iv) 5.0% of Total Consideration in excess of $35,000,000.

Baldwins, one of the largest crane rental companies in the
Southwestern United States, filed for chapter 11 protection on
August 26, 2002.  Jack M. Partain, Jr., Esq., at Fulbright &
Jaworksi represents the Debtors in their restructuring efforts.
When the Company filed for chapter 11 protection it listed
assets of not more than $10 million and estimated debts at not
more than $50 million.


BOOTS & COOTS: K. Kirk Krist Elected New Chairman of the Board
--------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL)
announced that the Board of Directors has elected K. Kirk Krist
as Chairman of the Board.  Mr. Krist is one of the original
founders of Boots and Coots and has served in the capacity of
Director since the acquisition of Boots & Coots by IWC Services
in 1997.  Additionally, Mr. Krist has served on both the Audit
and Compensation Committee.  Mr. Krist will be assuming the role
of Chairman from Jed DiPaolo, who accepted the position on an
interim basis in June of this year.  The board further announced
that Jed DiPaolo resigned as a Director.  Mr. DiPaolo has served
as a Director since May of 1999.

Mr. Krist said, "On behalf of the Board of Directors and the
Company, I would like to thank Jed DiPaolo for serving as
interim Chairman and as a Director.  Mr. DiPaolo has played a
key role in the restructuring efforts.  We have spent a great
deal of energy creating the infrastructure that will enable us
to proceed with our business plan.  I look forward to the
challenges ahead and am honored to assume this leadership
position."

Boots and Coots also announced that they executed a commitment
letter with a new investment group.  The commitment letter
provides for financing and allows the Company to work toward an
out-of-court restructuring to the benefit of the Company and its
shareholders.  The initial phase of the restructuring was closed
this week and will supply the Company with short term working
capital up to $1 million.  The commitment letter contains
certain provisions for additional restructuring which are
defined by bench marks of accomplishments by the Company and are
immediately proceeding.

Mr. Krist stated, "We believe that the timeliness of this debt
and equity initiative, as well as the association with
experienced international oil and gas investors, will benefit
the Company in many ways."

Jerry Winchester, President and interim CEO added, "The
emergency response segment of our business is experiencing an
upswing and we believe the financial restructuring commitment
will allow us to maintain a high standard of service and
responsiveness to our customers and their needs."

Completion of the finance restructuring is subject to specific
performance by the Company and final documentation acceptable to
both parties.  The Company will announce the specific terms and
conditions as they progress.

                   About Boots & Coots

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in- house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services.

                       *   *   *

As reported in the Troubled Company Reporter's November 18, 2002
edition, the Company continues to experience severe working
capital constraints.  As of September 30, 2002, the Company's
current assets totaled $4,126,000 and current liabilities were
$19,904,000, resulting in a net working capital deficit of
$15,778,000 (compared to working capital of $3,285,000 at the
beginning of 2002).  The Company's highly liquid current assets,
represented by cash of $127,000 and receivables and restricted
assets of $2,889,000 were collectively $16,888,000 less than the
amount of current liabilities at September 30, 2002 (compared to
a beginning year deficit of $4,452,000). The Company does not
have sufficient funds to meet its immediate obligations. The
Company is in default under its senior and subordinated credit
facilities and is unable to pay its debts as they come due. The
Company is actively exploring its options, including filing for
bankruptcy protection and including methods to restructure
outside of filing for bankruptcy protection, by obtaining funds
to refinance its senior debt, restructuring its subordinated
debt, negotiating discounts on its nonessential trade debt and
converting its dividend bearing preferred stock to common
equity, however, at this time the Company does not have any
commitments for new financing nor has it obtained commitments
from any party to restructure its existing obligations.


BROADWING INC: Corp. Credit & Bank Loan Ratings Dropped to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings of integrated telecommunications services
provider Broadwing Inc. to 'B-' from 'BB'. The downgrade
reflects a potential liquidity shortfall starting in the second
half of 2003 and the increased risk of bank covenant violation
if the company's long-haul data subsidiary, Broadwing
Communications Inc., continues to perform below expectations in
the absence of an amendment to Broadwing's bank credit
agreement.

The ratings on Broadwing and its subsidiaries remain on
CreditWatch with negative implications. At the end of September
2002, the Cincinnati, Ohio-based company's total debt was about
$2.5 billion.

"Broadwing could find it difficult to meet significant bank debt
amortization starting in the second half of 2003.  Based on our
projection of about $200 million of liquidity at the beginning
of 2003 and moderate free cash flow, Broadwing may not be able
to meet about $200 million of bank debt amortization in the
second half of 2003 and still have the financial flexibility to
deal with execution risks," said Standard & Poor's credit
analyst Michael Tsao.

Broadwing has already disclosed that it currently would not be
able to meet about $1 billion of bank debt amortization in 2004.
A material extension of the bank amortization schedule and/or
new capital would be required for Broadwing to address a
potential liquidity crisis in 2003 and beyond.

Aside from the amortization issue, Broadwing faces increased
risk of violating bank maintenance covenants if financial
performance of Broadwing Communications, which accounts for
about 50% of consolidated revenues and 30% of consolidated
EBITDA, does not improve in the near term. Due to the weak
economy, glut of data transport capacity, and customers having
financial problems, Broadwing Communications has experienced
much weaker-than-anticipated revenues and EBITDA in the last two
quarters.

The resolution of the CreditWatch listing depends on Broadwing
obtaining materially favorable amendments to its bank covenants
and bank debt amortization schedule in the very near term.
Without these amendments, it is likely that the ratings will be
downgraded further.


BUDGET GROUP: Changes Name to BRAC Group Inc.
---------------------------------------------
In conjunction with the completion of the sale of substantially
all of its assets and trademark rights to Cendant Corp.'s
Cherokee Acquisition Corporation, Budget Group Inc. filed an
amendment to its certificate of incorporation with the
Securities and Exchange Commission to change the name of the
company to BRAC Group Inc., effective November 22, 2002, the
Closing Date of the sale.  (Budget Group Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CABLE & WIRELESS: Moody's Cuts Long-Term Debt Rating To Ba1
-----------------------------------------------------------
Cable and Wireless plc has noted the decision of Moody's to
downgrade the long-term debt rating of the Company from Baa2 to
Ba1 with negative outlook.  The announcement follows a recent
meeting between Cable & Wireless management and Moody's with a
view to resolving the "review for a possible downgrade" status
attached to Moody's previous Baa2 rating of Cable & Wireless.

As a consequence of the downgrade, a "ratings trigger" clause
contained in the tax indemnity which formed part of the
agreement put in place at the time of the disposal to Deutsche
Telekom of Cable & Wireless's 50% interest in One2One has now
become operative.  This disposal was completed on 1 October 1999
for a total cash consideration of 3.45 billion pounds. As is
normal in such a transaction, Cable & Wireless provided Deutsche
Telekom with an indemnity in the event of the Inland Revenue
assessing tax liabilities against the companies sold by Cable &
Wireless to Deutsche Telekom.

The ratings trigger clause includes a requirement that, whether
or not there is a liability under the tax indemnity, if Cable &
Wireless's rating falls below Moody's 'Baa' category, Cable &
Wireless will either: (a) procure a guarantee in the sum of 1.5
billion pounds from an 'A' rated bank or (b) place the sum of
1.5 billion pounds into escrow.  At the time of the disposal of
its interest in One2One, Cable & Wireless was rated 'A-' by
Standard & Poor's and 'A3' by Moody's.

Cable & Wireless has received advice from leading tax counsel
and its legal and tax advisers confirming that there is no tax
liability to which the requirement described above relates and
that Cable & Wireless's sale of its 50% interest in One2One did
not give rise to a taxable gain.  That advice remains unchanged.

Based on its current cash balances (approximately 3.8 billion
pounds gross cash and 2.2 billion pounds net cash as at 30th
September, 2002) and the value of its quoted investments
(approximately 470 million pounds as at 5th December, 2002), the
Directors re-affirm that, on the basis of current trading
conditions, Cable & Wireless has sufficient financial
flexibility to implement its restructuring of Cable & Wireless
Global and to meet its debt obligations. Cable & Wireless's
expectation that Cable & Wireless Global will become free cash
flow positive by the fourth quarter of its 2003/04 financial
year, as announced on 13th November, is unaffected.


CIRRUS LOGIC: Profitability Concerns Spur S&P to Change Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cirrus Logic Inc. and, at the same time,
revised the company's outlook to negative from stable. The
outlook revision reflected the company's inability to achieve
operating profitability since revising its business strategy and
restructuring operations in mid-2001.

Cirrus, based in Austin, Texas, is a supplier of audio and video
semiconductors. It elected to exit computing end-markets to
focus solely on consumer electronics. It is currently debt-free.

Cautious consumer spending has slowed sales growth over the past
few quarters. The company expects modest near-term operating
losses.

"Failure to achieve sustained levels of profitability and
positive cash flow could lead to a downgrade," said Standard &
Poor's credit analyst Emile Courtney.

Cirrus' analog and mixed-signal chips are designed for numerous
audio and video consumer electronics devices such as stereo
systems, compact disc players, car stereos, set-top boxes, game
consoles, and MP3 players. Audio products represent the majority
of the company's total sales, while video, optical storage,
network connectivity, and industrial measurement applications
make up the remainder. Wafer foundries fabricate all of
Cirrus' chips.


COMC INC: Needs More Capital to Continue as a Going Concern
-----------------------------------------------------------
COMC, Inc., through its wholly-owned operating subsidiary ICF
Communication Solutions, Inc., is a technology service company
in the telecommunications industry with a rapidly expanding
regional geographic service coverage area. The Company designs,
implements, supports and manages LAN/WAN computer network
systems, voice communication network systems, and premise wiring
for both data and voice. In addition, it distributes and
maintains equipment on behalf of major telecommunication
equipment manufacturers. Its target clients are primarily
Fortune 1000 sized enterprises demanding the highest level of
service under project, master and general maintenance contracts
to support their complex and growing national voice and data
network systems. In servicing these customers, COMC provides
highly trained and experienced technicians and design engineers
on a rapid-response basis to meet its customers'
telecommunications planning, design, installation, maintenance
and emergency needs. As its customers and other companies
continue their geographic growth, technological expansion and
communications modernization, the Company plans to provide them
with design, product, maintenance and personnel on a turnkey,
outsource basis.

In addition to the services described above, COMC's Recruitment
Services division is providing its customers with permanent and
temporary technical professional recruitment and placement
services to fill their internal staffing needs.

Its assets are its employees. Its investments are in its
employees. The Company does not design or take the research and
development risk borne by the manufacturers of the equipment it
services and installs. The Company continues to invest in the
latest training and certification for data products designed by
Cisco Systems, Inc., Avaya, Inc., and 3Com, as well as voice
products by Avaya, Inc. and Nortel Networks, Inc.

COMC's revenues were $3,129,600 and $5,133,600 for the three
months ended September 30, 2002 and 2001, respectively,
representing a decrease of 39.0%. This decrease was due
primarily to a 33.3% decrease in Data and Voice Services revenue
for the period, and a 79.7% decrease in Recruitment Services
revenue. Data and Voice Services continued to show the effects
of significant declines in demand for telecommunications
installation projects from several of the Company's larger
clients, offset slightly by a modest increase in maintenance and
repair. While COMC has maintained a minimal presence in the
information technology recruitment industry, it has reduced its
Recruitment Services Division staffing to reflect the overall
weakness in that industry.

For the first nine months ended September 30, 2002, Data and
Voice Services revenue declined 44.0% and Recruitment Services
Revenue declined 87.3% compared to the nine month period ended
September 30, 2001. Total revenues declined 50.9% for the
comparable period.

Net loss increased to a loss of $251,900, for the three months
ended September 30, 2002 versus a net loss of $149,100, for the
three months ended September 30, 2001.

Net loss increased to a loss of $1,552,500, for the nine months
ended September 30, 2002 versus a net loss of $632,900, for the
nine months ended September 30, 2001.

The Company has secured a $2,000,000 revolving line of credit
under a Revolving Credit Loan & Security Agreement with Comerica
Bank that expires in February 2003. The borrowings under the
Agreement are limited to no more than 80% of the Company's
eligible accounts receivable (as defined in the Agreement), bear
interest at the Bank's prime rate plus 2.0% (6.55% as of
November 15, 2002) and are collateralized by the Company's
accounts receivable, inventories, and property and equipment.
The Agreement contains certain restrictive covenants, which
require, among other things, that the Company maintain certain
financial ratios pertaining to tangible net worth (as defined in
the Agreement), debt to tangible net worth (as defined in the
Agreement), and current ratio, and maintain certain minimum
levels of tangible net worth (as defined in the Agreement) and
net income (as defined in the Agreement). The Company was not
profitable in the first nine months of this year and did not
meet the covenants pertaining to net income and current ratio
(as defined in the Agreement). The Bank waived the net income
covenant and current ratio for the first quarter of 2002, but
has not yet provided a waiver for the second and third quarter.
If the Company is unable to satisfy all financial covenants in
the future, it will continue to be in default and the Bank will
have the right to exercise various remedies afforded under the
Agreement, including the right to demand immediate payment in
full of the then outstanding balance under the line of credit.
If this were to occur, management believes that the Company
could obtain alternative sources of financing, based on
discussions with other lenders in the business community.
However, obtaining such alternative sources of financing may
prove costly and, should such alternative financing not be
readily available, any resulting temporary lack of available
financing could have a materially unfavorable effect on the
Company's financial statements. The Company's long-term
prospects are dependent upon a return to profitability and/or
the ability to raise additional capital as necessary to finance
operations, future growth and acquisitions. The foregoing raises
substantial doubt about the ability of the Company to continue
as a going concern.

As of September 30, 2002, the outstanding balance under the line
of credit was $440,400, cash balances were $90,300, and $690,100
was available under the line of credit.


CONE MILLS: Lenders Agree to Extend Credit through May 30, 2003
---------------------------------------------------------------
Cone Mills Corporation (NYSE: COE) announced that on December 2,
2002 it amended agreements with its lenders extending the
maturity date of its existing Revolving Credit Facility and
Senior Note obligation through May 30, 2003.  The Revolving
Credit Facility commitment is $58 million and the outstanding
balance of the Senior Note is $22 million.  As of the date of
closing, the company had availability under its credit facility
in excess of $30 million.

Chief financial officer, Gary L. Smith, commented, "This
extension of the company's credit facilities provides the time
necessary for the company to finalize the recapitalization of
its balance sheet.  During 2002 we engaged in a thorough and
exhaustive process to meet with prospective capital providers
and to explore financing options available to the company to
recapitalize the balance sheet in order to provide the funds to
expand denim manufacturing in Mexico.  Because of the extremely
difficult capital markets for textile companies, the process has
taken longer than anticipated, but we expect to be able to
announce soon the details of a recapitalization plan."

The amended agreements provide that the company will present a
recapitalization proposal to its lenders by January 22, 2003.
The company was unable to reach an agreement with its lenders to
defer the exercise date of certain equity appreciation rights.
These rights entitle the lenders, upon giving of notice, to
receive a payment of the greater of $1 million or 10% of the
market value of Cone's outstanding common stock if the company
has not refinanced the Revolving Credit Facility and Senior Note
by January 15, 2003, which will not have occurred by that date.
The lenders indicated that they have not made a decision whether
to seek to exercise their rights after January 15, 2003, pending
a review of the proposed recapitalization plan.  The company
will recognize a charge in its first quarter 2003 income
statement for these rights if they are exercised or it is deemed
probable that the rights will be exercised as part of the
recapitalization plan.

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and the largest commission printer of home furnishings fabrics
in North America.  Manufacturing facilities are located in North
Carolina and South Carolina, with a joint venture plant in
Coahuila, Mexico.

As of September 29, 2002, the company posted total current
liabilities of $107,861,000 against total current assets of
$93,134,000.

DebtTraders reports that Cone Mills Corporation's 8.125% bonds
due 2005 (CONE05USR1) are trading at 67 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CONE05USR1
for real-time bond pricing.


CONTINENTAL AIR: Closes Offering of Floating Rate Secured Notes
---------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) announced the closing of
an offering of $200 million of Floating Rate Secured Notes due
December 2007.  The securities are backed with an insurance
policy from MBIA Insurance Corporation and further
collateralized by a pool of spare parts related to Boeing 737
Next Generation, 757, 767 and 777 aircraft.  Interest on the
securities is based on the three-month LIBOR rate plus 90 basis
points.  The initial interest rate on the securities is
approximately 2.3 percent, excluding insurance fees and other
transaction costs.  The company issued the securities in a
private placement to qualified institutional buyers in the
United States pursuant to Rule 144A under the Securities Act of
1933 and certain other investors pursuant to Regulation D and
Regulation S of the Securities Act of 1933.

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

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

DebtTraders reports that Continental Airlines' 8.000% bonds due
2005 (CAL05USR1) are trading between 55 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for
real-time bond pricing.


CORAM HEALTHCARE: Daniel D. Crowley Stays on as President & CEO
---------------------------------------------------------------
Arlin M. Adams, Esquire, the Chapter 11 trustee for the
bankruptcy estates of Coram Healthcare Corporation  and Coram,
Inc., and Daniel D. Crowley, who served as Coram's Chairman of
the Board of Directors, Chief Executive Officer and President
through November 29, 2002, have extended Mr. Crowley's
employment through December 6, 2002 in order to continue their
discussions regarding what Mr. Crowley's role with Coram, if
any, will be following December 6, 2002.

Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000.
Kenneth E. Aaron, Esq., at Weir & Partners LLP and Barry E.
Bressler, Esq., at Schnader Harrison Segal & Lewis LLP represent
the Chapter 11 Trustee in these proceedings.


COVANTA ENERGY: Wants Exclusivity Extension until July 25, 2002
---------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend their exclusive periods to file a plan until July 25,
2003 and further extend their exclusive right to solicit
acceptances of that plan until September 23, 2003.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, tells Judge Blackshear that the Debtors still need
additional time to permit them to develop and negotiate with the
major constituencies a Plan and Disclosure Statement that would
enable them to successfully emerge from these Chapter 11
proceedings.

Mr. Bromley contends that the law supports granting the
extension because:

   -- the Debtors' cases are large and complex;

   -- the Debtors are not seeking extension to delay the
      reorganization for some speculative event or to pressure
      creditors to accede to a plan unsatisfactory to them;

   -- the requested extensions will not prejudice the
      legitimate interest of any creditor or equity security
      holder; and

   -- the requested extensions will afford the parties the
      opportunity to pursue to fruition the beneficial
      objectives of a Plan.

The Court will convene a hearing on March 26, 2003 at 2:00 p.m.
to consider the request.  Objections must be in writing and
filed and received with the Court by 4:00 p.m., Prevailing
Eastern Time, on March 21, 2003.  (Covanta Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENCOMPASS SERVICES: US Trustee Appoints Creditors' Committee
------------------------------------------------------------
Richard W. Simmons, the U.S Trustee for Region 7, appoints seven
unsecured creditors to the Official Committee of Unsecured
Creditors in Chapter 11 cases of Encompass Services Corporation,
and its debtor-affiliates:

               Wells Fargo Bank Capital Markets
               Attn: Sean Lynch
                     Barbara J. McKee
               550 California Street
               14" Floor
               San Francisco, California 94104
               Tel: 415-396-5113 or 415-396-3962
               Fax: 415-975-7235
               Email: lynchs@wellsfargo.com
                      mckeebjs@wellsfargo.com

               Harbert Management Corporation
               Attn: Philip Falcone
               555 Madison Avenue
               28th Floor
               New York, New York 10022
               Tel: 212-521-6988
               Fax: 212 -521-6972
               Email: pfalcone@harbert.net

               Hughes Supply, Inc.
               Attn: John Z. Pare
               20 North Orange Avenue
               Suite 200, Orlando, Florida 32801
               Tel: 407-841-4755
               Fax: 407-649-3018
               Email: john.pare@hughessupply.com

               D. Reynolds Co., Inc.
               Attn: R. W. Maxey
               140-BRegal Row
               P. 0.Box 569180
               Dallas, Texas 75356
               Tel: 214-630-9000
               Fax: 214-630-4629
               Email: rmaxey@reynco.com

               Rexel, Inc.
               Attn: Ken Hoover
                     Walter Umphrey
               6700 LBJ Freeway
               Suite 3200
               Dallas, Texas 75240-6503
               Tel: 972-387-3600 ext. 703 or 800-582-6006
               Fax: 972-991-1831 or 407-472-0531
               Email: khoover@rexelusa.com
                      wumphrey@rexelusa.com

               Crescent Electric Supply Company
               Attn: Fred Rockafellow
               10716 N. Stemmons Freeway
               Dallas, Texas 75220
               Tel: 214-350-6691
               Fax: 214-350-6053
               Email: fjrock@cesco.com

               Purple International, Inc.
               Attn: Cecil R. Starks
               10920 Switzer
               Suite 100
               Dallas, Texas 75238
               Tel: 214-349-9473
               Fax: 214-340-5934
               Email: cecilstarks@aol.com

(Encompass Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Michael Grisby Hires Hinton Sussman for CFTC Counsel
----------------------------------------------------------------
Michael Grigsby, a current employee, is a former Vice President
of Enron Corporation's West Gas Trading Desk operation.  Due to
his former position, Mr. Grigsby has been requested by the
Commodity Futures Trading Commission and the Federal Energy
Regulatory Commission to attend a disposition and give testimony
regarding the Debtors' energy trading activities.

To prepare his testimony, Mr. Grigsby sought legal
representation from Swidler Berlin Shereff Friedman LLP, the
Debtors' Special Employees Counsel.  However, Swidler cannot
represent Mr. Grigsby due to a actual or potential conflict of
interest and recommended Jane Barrett of Dyer Ellis & Joseph
LLP.   Ms. Barrett also represents several clients on related
matters concerning the Debtors and thus suggested that Mr.
Grigsby should seek counsel elsewhere.

Accordingly, Mr. Grigsby seeks the Court's authority to retain
Hinton, Sussman, Bailey & Davidson LLP to represent him in the
Investigations, nunc pro tunc to March 8, 2002.

Michael J. Hinton, Esq., at Hinton Sussman Bailey & Davidson, in
Houston, Texas, relates that Hinton Sussman will bill the
Debtors for the services rendered based on its hourly rates and
seek reimbursement of its out-of-pocket costs.  Hinton Sussman's
current hourly rates are:

   Partners             $400
   Associates            250
   Legal assistants       75

Pursuant to Sections 105(a) 327(e) and 363(b) of the Bankruptcy
Code, Mr. Grigsby believes that the retention is warranted
because:

   -- the Debtors' retention of counsel for former and current
      employees is authorized as this will facilitate the
      Debtors' interest and the public interest in full
      disclosure.  Thus, the retention provides a tangible
      benefit to the Debtors' estate;

   -- he satisfies the requirement of the Order that he is only
      a witness in the Investigations and has no indication that
      he is under any investigation for his role in any activity
      while working for Enron Corp; and

   -- Swidler cannot represent him due to actual or potential
      conflict.

Mr. Hinton assures the Court that Hinton Sussman, its partners,
counsel, and associates do not have any known material adverse
interests at this time against the Debtors' estate.  Hence,
Hinton Sussman is a disinterested party in these Chapter 11
proceedings.(Enron Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRANK'S NURSERY: Balance Sheet Upside-Down by $12,952,000 in Q3
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported financial
results for its third quarter ended November 3, 2002. Comparable
store sales decreased by 8.4% from the third quarter 2001 due in
part to heavy promotional activity last year when the company
exited certain lines of business. Net sales for the third
quarter 2002 were $39.6 million, a 13.3% decrease versus the
third quarter 2001. The company operated 13 less stores during
the third quarter than in the prior year. The net loss for the
third quarter 2002 was $15.9 million compared to a net loss for
the third quarter of 2001 of $33.1 million. On a year-to-date
basis, net sales through November 3, 2002 were $239.7 million, a
4% decrease in comparable store sales versus 2001, and a 16.1%
total decrease over year-to-date 2001 sales.

Merchandise inventory of $62.1 million at the end of the third
quarter was 17% lower than for the comparable 170 store base at
the end of the third quarter 2001, reflecting a significant
improvement in stock turns. Total excess availability under the
company's two revolving credit facilities was $23.5 million at
the end of the third quarter 2002. EBITDA for the third quarter
was $(10.6) million, a 52% improvement over prior year.

As of November 3, 2002, the company's balance sheet shows a
total shareholders' equity deficit of $12,952,000

President and Chief Operating Officer Adam Szopinski stated, "We
continue to make progress on our new strategy. Our comp sales
reflected a difficult retail environment and significant
discounting in the third quarter last year. Historically the
third quarter has been our most challenging and lowest volume
quarter of the year, but we are excited about the upcoming
holiday selling season.

We continue to strive to develop new merchandise offerings for
our customers, including our new home decor line. Our mission is
to position Frank's to become an exciting year-round destination
for consumers. Our associates continue to rise to the challenge
at hand."

Frank's Nursery and Crafts, Inc. is the nation's largest lawn
and garden specialty retailer and operates 170 stores in 14
states. Frank's is also a leading retailer of Christmas trim-a-
tree merchandise, artificial flower and arrangements, garden
decor and home decorative products.


FREESTAR TECH: Poor Revenues Raises Going Concern Doubts
--------------------------------------------------------
Freestar Technologies, formerly known as Freedom Surf, Inc., was
formed on November 17, 1999 as a Nevada corporation, with its
principal offices in New York, New York.  Freestar has developed
software-enabling e-commerce transactions over the Internet,
using credit, debit, ATM (with PIN), or smart cards.

The Company plans to have two main revenue sources, including 1)
sales of its PaySafe devices "ePayPad" and 2) processing fees
related to the transactions through the use of ePayPad.  The
Company charged a fee for these transactions ranging from 0.3%
to 1.3%.

ePayPad is one of several card swipe devices that Freestar is
currently utilizing to deliver its pay safe now solution. The
ePayPad is a small desktop hardware device resembling a credit
card reader found at your local supermarket or bank. This
unobtrusive box is equipped with a credit card reader and a ten
key numeric keypad.  The PayPad allows the consumers to securely
shop and pay bills on-line.

Through September 30, 2002, the Company has not been able to
generate significant revenues from its operations to cover its
costs and operating expenses.  Although the Company has been
able to issue its common stock or other financing for a
significant portion of its expenses, it is not known whether the
Company will be able to continue this practice, or if its
revenue will increase significantly to be able to meet its cash
operating expenses.

This, in turn, raises substantial doubt about the Company's
ability to continue as a going concern. Management believes that
the Company will be able to raise additional funds through an
offering of its common stock or alternative sources of
financing.  However, no assurances can be given as to the
success of these plans.


GENUITY INC: Wants Court to Approve $10-Mil Level 3 Break-Up Fee
----------------------------------------------------------------
Cheri L. Hoff, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in New York, tells the US Bankruptcy Court for the Southern
District of New York that Level 3 Communications Inc. has
expended, and likely will continue to expend, considerable time,
money and energy pursuing the Sale and has engaged in extended
and lengthy good faith negotiations.  The Purchase Agreement is
the culmination of these efforts.

In recognition of this expenditure of time, energy and
resources, and the benefits to the Genuity Inc. and its debtor-
affiliates' estates of securing a "stalking horse" or minimum
bid, the Debtors have agreed to provide Bidding Protections to
Level 3.  Specifically, the Debtors ask the Court to approve a
$10,000,000 Break-up Fee and an Expense Reimbursement capped at
$3,000,000.

According to Ms. Hoff, the Debtors are obligated to pay the
Expense Reimbursement after the termination of the Purchase
Agreement.  In that case, Level 3 is required to provide the
Debtors a reasonably detailed calculation of the actual
out-of-pocket costs and expenses incurred in connection with its
due diligence investigation of the Debtors and the negotiation
and execution of the Purchase Agreement and the transactions
contemplated.  After receiving Level 3's calculation, the
Debtors are required to pay Level 3 an "Expense Reimbursement"
in cash in an amount equal to these costs and expenses.

In addition, the Debtors are obligated to pay the Break-up Fee
in the event the Purchase Agreement is terminated:

   -- by the Debtors, or

   -- at a time when Level 3 has the right to terminate the
      Purchase Agreement.

The Bidding Protections were a material inducement for, and a
condition of, Level 3's entry into the Purchase Agreement.  The
Debtors believe that the Bidding Protections are fair and
reasonable in view of:

   -- the intensive analysis, due diligence investigation and
      negotiation undertaken by Level 3 in connection with
      the Sale; and

   -- the fact that Level 3's efforts have increased the chances
      that the Debtors will receive the highest and best offer
      for the Purchased Assets, by establishing a bid standard
      for other bidders, placing the property of the Debtors'
      estates in a sales configuration mode thereby attracting
      other bidders to the Auction, and serving as a catalyst
      for other potential or actual bidders, to the benefit of
      the Debtors, their estates, their creditors and all other
      parties-in-interest.

Ms. Hoff notes that Level 3 is unwilling to commit to hold open
its offer to purchase the Purchased Assets under the terms of
the Purchase Agreement unless the Bidding Protections are
approved and payment of the Expense Reimbursement and the Break-
up Fee are authorized.

The Debtors contend that the proposed Break-up Fee is:

   -- an actual and necessary cost and expense of preserving the
      Debtors' estates;

   -- of substantial benefit to the Debtors;

   -- reasonable and appropriate, in light of the size and
      nature of the Sale and the efforts that have been and will
      be expended by Level 3 notwithstanding that the proposed
      Sale is subject to higher or better offers for the
      Purchased Assets; and

   -- necessary to ensure that the Purchaser will continue to
      pursue its proposed acquisition of the Purchased Assets.
(Genuity Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: S&P Withdraws S-T Credit & Comm'l Paper Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B' short-
term corporate credit and commercial paper ratings on Atlanta,
Georgia-based Georgia-Pacific-Corp. (GP) at the company's
request as GP's commercial paper program is currently inactive.
Standard & Poor's noted that none of its other ratings on this
forest products company, including its 'BB+' corporate credit
rating, were affected. The outlook remains negative.


GLOBAL CROSSING: SDNY Court Approves Settlement with Tyco
---------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained Court approval on the Settlement Agreement with Tyco
Telecommunications (US) Inc. and the assumption of the
applicable executory contracts and leases pursuant to Rule
9019(a) of the Federal Rules of Bankruptcy Procedure.

As previously reported, prior to the Petition Date, the debtors
entered into the Agreements with Tyco Telecommunications (US)
Inc., to assist in the construction and operation of the
Debtors' telecommunications network.

Under the Tyco Agreements, Tyco agreed to lay cable, install
equipment, operate and construct cable station houses at certain
Network terminals, install equipment and software and warrant
the installed systems.  Upon final payment, Tyco agreed to
transfer title to these assets to Global Crossing.

The entire cost of the Tyco Construction exceeded
$1,100,000,000, which was largely completed prior to the
Petition Date.  Tyco asserts $48,800,000 in claims against the
Debtors for non-payment under the Tyco Agreements.  Tyco asserts
that payment of $35,600,000 would be required as cure payment on
assumption of the Tyco Agreements pursuant to Section 365 of the
Bankruptcy Code.  The balance of the Tyco claims are asserted
against non-Debtor Global Crossing affiliates.

Under the Tyco Agreements, the Debtors committed to purchase
additional equipment and services to complete the Tyco
Construction at a cost of $9,032,932.  Although the Debtors'
current business plan requires a limited amount of the
Additional Services, the vast majority are not required as the
Debtors have scaled back enormously their capital expenditure
projections and expansion plans.  Absent a settlement with Tyco,
Global Crossing would be faced with these prospects, neither of
which is satisfactory:

-- paying the full $9,032,932 for all of the Additional
   Services, plus the full cure amounts following assumption of
   the Tyco Agreements; or

-- receiving none of the Additional Services from Tyco,
   including those services that are essential to the completion
   and operational integrity of the Network.

The Debtors entered into settlement negotiations with Tyco. The
salient terms of the Tyco Settlement Agreement are:

-- Global Crossing Parties: Global Crossing Ltd. and all of its
   debtor and non-debtor subsidiaries and affiliates, excluding
   Global Crossing Asia Holdings Ltd. and its direct and
   indirect subsidiaries;

-- Tyco Entities: Tyco Telecommunications (US) Inc. and its
   direct and indirect subsidiaries and affiliates, including
   those that execute the Settlement Agreement, and any
   successors-in-interest, receivers, liquidators, trustees or
   other authorized agents;

-- First Payment by Global Crossing to Tyco: Global Crossing
   will pay $2,555,706 to Tyco within three business days of
   Court approval of the settlement;

-- Emergence Payment: Global Crossing will pay $2,563,706 to
   Tyco on the effective date of the Plan of Reorganization;

-- Work Related Payment: Global Crossing will pay $760,970 to
   Tyco on account of future work by Tyco on the Brookhaven and
   Hollywood cable stations and for certain PAC-related work, to
   be paid by Global Crossing within five business days of its
   receipt of invoice, which will be submitted by Tyco to Global
   Crossing no sooner than 10 business days prior to work
   commencement;

-- Spare Plant Storage Work Related Payment: Global Crossing
   will pay $200,000 to Tyco within three business days of the
   Effective Date on account of AC-I cable storage;

-- Additional Work Related Payment: Global Crossing will pay
   $500,000 to Tyco on account of future PAC-related work by
   Tyco, to be paid by Global Crossing within five business days
   of its receipt of invoice, which will be submitted by Tyco to
   Global Crossing no sooner than 10 business days prior to work
   commencement;

-- The Reimbursements: To the extent that Global Crossing
   receives, from the applicable tax authority, any VAT
   reimbursement in connection with PAC and AC-I, it will be
   held in trust for the applicable Tyco entity and will be
   promptly paid the reimbursement to the Tyco entity after
   Court approval.  To date, Global Crossing has received
   $8,249,769 of the Reimbursements.  Of that sum, $5,687,938 is
   currently owed to Tyco by GC Landing, a non-Debtor Global
   Crossing entity. The balance of the Reimbursements consists
   of:

    * $3,700,000 of German VAT that GC Landing cannot recover
      without certain documentation from Tyco and that Tyco will
      not provide absent approval of the Tyco Settlement
      Agreement; and

    * $6,100,000 of Mexican, Venezuelan and Panama VAT, the
      recovery of which is very uncertain due to the tax regimes
      in those countries;

-- Allowed General Unsecured Claim: Tyco will have a $14,000,000
   allowed general unsecured claim against Global Crossing, with
   $7,000,000 to be paid by GC St. Croix Company Inc.,
   $4,900,000 by PAC Landing Corp. and $2,100,000 by GT U.K.
   Ltd.;

-- Transfer of Title to the Included Systems: To the extent that
   title in the AC-I; AC-I System Upgrades 1, 2 and 3; PAC; PAC
   System Upgrade 1; certain MAC related construction; AC-II; AC
   II System Upgrades 1 and 2 and, to the extent completed and
   in the possession of Global Crossing as of the Effective
   Date, AC II System Upgrade 3 has not previously passed in
   accordance with the Tyco Agreements, title to the Included
   Systems will vest in Global Crossing, free and clear of any
   liens or encumbrances by Tyco, upon receipt by Tyco of the
   First Payment;

-- Warranties: All warranties under the Tyco Agreements will
   remain in full force and effect, except that the warranty
   period for each of the Included Systems will commence once
   the Court approves the Settlement or and will continue for a
   period of two years from the effective date of the
   Settlement;

-- Global Crossing Release: Global Crossing releases Tyco from
   all claims relating to the Tyco Agreements, other than claims
   arising under any warranties contained in these agreements.
   This release includes any potential preference actions
   asserted by the Debtors against Tyco for payments of
   $8,326,222 made by various Debtors to Tyco within 90 days of
   the Petition Date;

-- Tyco Release: All Tyco Entities release Global Crossing from
   all claims relating to the Tyco Agreements.

-- Assumption of Executory Contracts: The Debtors will assume
   these Tyco Agreements, as provided in the Tyco Settlement
   Agreement, provided that no payments will be required in
   connection with the assumption:

   a) Project Development and Construction Contract dated March
      18, 1997 between AT&T Submarine Systems, Inc., now known
      as Tyco Telecommunications (US) Inc., and Global
      Telesystems Ltd., now known as Atlantic Crossing Ltd.;

   b) Project Development and Construction Contract between Tyco
      and Pan American Crossing Ltd. dated July 21, 1998 amended
      and restated April 13, 1999;

   c) Construction Contract between Tyco, Mid-Atlantic Crossing
      Ltd. and MAC Landing Corp. dated November 30, 1998;

   d) Contract Variation No. 2 between Tyco Submarine Systems
      Ltd., Level 3 (Bermuda) Ltd., Level 3 International Inc.
      and Level 3 Communications Limited and Atlantic Crossing-
      II Ltd. dated March 7, 2000;

   e) Agreement for the Storage of Spare Plant for Submarine
      Cable Systems between Tyco and Atlantic Crossing Ltd.
      dated August 30, 2000;

   f) Settlement Agreement, dated as of October 4, 2001 between
      TyCom (US) Inc. on the one hand, and Global Crossing,
      South American Crossing (Subsea) Ltd., Atlantic Crossing
      Ltd., GT Landing Corp., GT U.K. Ltd., Global Telesystems
      GmbH, GT Netherlands BV and Global Crossing Holdings USA
      Inc. on the other hand; and

   h) Guaranty of Tyco International Ltd. in favor of Mid-
      Atlantic Crossing Ltd. dated November 30, 1998; and

-- Right of Global Crossing to Assume and Assign Tyco
   Agreements: Global Crossing will be permitted to assign any
   or all of the Tyco Agreements and Tyco waives any right under
   Section 365 of the Bankruptcy Code to receive adequate
   assurance of future performance by any assignee of any of the
   Tyco Agreements or the Tyco Settlement Agreement.  If the
   assignment occurs prior to the Emergence Date then a certain
   portion of the Emergence Payment will be accelerated and will
   be paid by the applicable Global Crossing party to the
   applicable Tyco party at the time of the assignment. (Global
   Crossing Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)


GLOBALSTAR: StarMD Files $47MM Lawsuit for Breach of Contract
-------------------------------------------------------------
StarMD, LLC filed suit in the Pennsylvania Court of Common Pleas
against Globalstar USA, the San Jose based provider of global
satellite telecommunications services, for breach of contract
and wrongful interference with contractual relations.

StarMD, previously an agent for Globalstar's $4 billion dollar
global satellite systems, seeks $47 million dollars in damages.

A copy of the complaint may be obtained by emailing a request to
info@starmd.org

The complaint alleges Globalstar USA repeatedly refused to ship
hundreds of satellite telephones for which StarMD had found
purchasers. Jim Carney, StarMD's counsel said: "StarMD was
generating substantial revenue and on track with a program
targeted to sell over 10,000 Globalstar phones and service plans
in 2003 when Globalstar abruptly stopped shipping phones to
StarMD. All attempts by StarMD principals to reach Globalstar's
president, Tony Navarra, for an explanation have been
unsuccessful."

In a second count, StarMD claims Globalstar USA further
interfered with an agreement between Globalstar LP and StarMD to
co-market the StarMD StarReach System that allows Globalstar
customers a low cost way to use their satellite telephones
inside boats, automobiles and buildings.

"We are baffled by their actions," says George Harris of StarMD.
"You would think a company in bankruptcy would welcome the
additional business that we were bringing to them. Our new
marketing programs were generating about as much new business as
the entire US channel. We just don't understand why they would
turn away business at this juncture."

Globalstar was formed as a partnership between Qualcomm, Loral,
Vodaphone and other major telecommunications companies. Their
forty-seven (47) satellites costing an estimated $4 billion
dollars failed to attract sufficient customers and Globalstar's
general partners took the company into voluntary bankruptcy in
February, 2002.

Insiders have formulated a plan to re-capitalize Globalstar
which is currently under consideration by creditors and new
investors under the supervision of the Delaware Bankruptcy
Court.

StarMD, based in Middleburg, Virginia distributes
telecommunications services to the marine and adventure travel
market including satellite telephone sales and rentals.


GOLF AMERICA: Committee Gets Court Nod to Hire Morris Nichols
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Golf America
Stores, Inc., obtained approval from the U.S. Bankruptcy Court
for the District of Delaware to retain and employ Morris,
Nichols, Arsht and Tunnell, nunc pro tunc to August 19, 2002.

Morris Nichols will:

(a) advise the Committee with respect to its rights, powers
     and duties in these cases;

(b) assist and advise the Committee in its consultations with
     the Debtors relative to the administration of these cases;

(c) assist the Committee in analyzing the claims of the
     Debtors' creditors and in negotiating with such creditors;

(d) assist with the Committee's investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors and of the operation of the Debtors' business;

(e) assist the Committee in its analysis of, and negotiations
     with, the Debtors or any third party concerning matters
     related to, among other things, the wind up of the Debtors'
     business and the liquidation of the Debtors' assets and the
     negotiation and formulation of a plan or plans of
     reorganization;

(f) assist and advise the Committee with respect to its
     communications with the general creditor body regarding
     significant matters in these cases;

(g) represent the Committee at all hearings and other
     proceedings;

(h) review and analyze all applications, orders, statements of
     operations and schedules filed with the Court and advise
     the Committee as to their propriety;

(i) assist the Committee in preparing pleadings and
     applications as may be necessary in furtherance of the
     Committee's interests and objectives; and

(j) perform such other legal services as may be required and
     are deemed to be in the interests of the Committee in
     accordance with the Committee's powers and duties as set
     forth in the Bankruptcy Code.

Morris Nichols' current hourly rates for work of this nature
are:

          Partners              $340 to $480 per hour
          Associates            $190 to $320 per hour
          Paraprofessionals     $155 per hour
          File Clerks           $80 per hour

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


HOLLYWOOD ENTERTAINMENT: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Hollywood Entertainment Corp.'s proposed $200 million senior
subordinated notes due 2011 to be drawn down from the company's
shelf registration. Standard & Poor's also assigned its 'BB-'
rating to the company's $250 million credit facility maturing in
2008.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hollywood Entertainment. The outlook is stable.
The Wilsonville, Oregon-based company had $388 million of funded
debt outstanding as of September 30, 2002.

The new credit facility, along with proceeds from the note
offering, will be used to repay amounts outstanding under the
company's existing credit facilities, redeem the balance of the
company's existing 10.625% senior subordinated notes due 2004,
and for general corporate purposes.

"The company's well-established position in video retailing
provides support for the ratings. The stable outlook
incorporates our belief that Hollywood Entertainment's operating
performance will continue to improve, resulting in better credit
protection measures, and that management is committed to
operating the business under a more conservative financial
policy with a focus on debt reduction," said Standard & Poor's
credit analyst Diane Shand. "The company's high leverage and
competitive factors in the video retail industry limit the
potential for an upgrade."

Hollywood Entertainment's $250 million senior secured credit
facility is rated one-notch higher than the corporate credit
rating, based on Standard & Poor's belief that the security
interest in the collateral offers reasonable prospects for full
recovery of principal if a payment default were to occur.

The credit facility consists of a $50 million revolving credit
facility and a $200 million term loan, both of which mature on
March 31, 2008. Inventory, accounts receivable, and other
tangible and intangible personal property assets of Hollywood
Entertainment and its subsidiaries secure the facilities.


HORSEHEAD INDUSTRIES: Turns to Blackstone Group for Fin'l Advice
----------------------------------------------------------------
Horsehead Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
approval to retain The Blackstone Group L.P. as their Financial
Advisor.

The Debtors assert that Blackstone Group has extensive
experience in providing financial advisory services in
reorganization proceedings and has an excellent reputation for
the services it has rendered in chapter 11 cases on behalf of
debtors and creditors throughout the United States.

Arthur B. Newman, a Senior Managing Director of Blackstone
Group, submits that Blackstone is a "disinterested person"
within the meaning the Bankruptcy Code.

The Debtors expect Blackstone Group to:

  a. assist in the evaluation of the Company's businesses and
     prospects;

  b. assist in the development of the Company's long-term
     business plan and related financial projections;

  c. assist in the development of financial data and
     presentations to the Company's Board of Directors, various
     creditors and other third parties;

  d. analyze the Company's financial liquidity and evaluate
     alternatives to improve such liquidity;

  e. analyze various restructuring scenarios and the potential
     impact of these scenarios on recoveries of those
     stakeholders impacted by the Restructuring;

  f. provide strategic advice with regard to restructuring or
     refinancing the Company's Obligations;

  g. evaluate the Company's debt capacity and alternative
     capital structures;

  h. participate in negotiations among the Company and its
     creditors, suppliers, lessors and other interested parties;

  i. value securities offered by the Company in connection with
     a restructuring;

  j. advise the Company and negotiate with lenders with respect
     to potential waivers or amendments of various credit
     facilities;

  k. assist the Company in preparing marketing materials in
     conjunction with a possible Financing;

  l. assist the Company in identifying potential parties in
     interest to a Financing and assist in the due diligence
     process;

  m. assist and advise the Company concerning the terms,
     conditions and impact of any proposed Financing;

  n. provide expert witness testimony concerning any of the
     subjects encompassed by a Restructuring and/or Financing;
     and

  o. provide such other advisory services as are customarily
     provided in connection with the analysis and negotiation of
     a Restructuring and/or a Financing, as requested and
     mutually agreed.

Subject to an aggregate $4,500,000 cap, the Debtors agree to pay
Blackstone:

  a. A $150,000 Monthly Fee in cash;

  b. A Financing Fee equal to 4.0% of the total amount of the
     equity capital arranged upon the consummation of a
     Financing that includes new equity capital, including
     equity capital in the form of convertible preferred stock.
     Blackstone Group will not be entitled to a Financing Fee
     for equity capital provided by existing shareholders in the
     Company; and

  c. A $1,000,000 Restructuring Fee upon completion of a
     restructuring.

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.


IFCO SYSTEMS: Implements Debt Restructuring Measures
----------------------------------------------------
IFCO Systems N.V. (Frankfurt:IFE) announced that several
measures relating to the planned restructuring of the Company's
EUR 200 million 10.625% Senior Subordinated Notes due 2010
pursuant to the restructuring agreement took effect on Monday,
Dec. 9, 2002.

Effective as of the commencement of trading on Monday, Dec. 9,
2002, the trading in the ordinary shares of the Company on the
Frankfurt Stock Exchange was adjusted to reflect (i) a reduction
in the nominal value of the ordinary shares from EUR 2 to EUR
0.01 per share; (ii) a reduction of the number of ordinary
shares of the Company currently issued from 44 million to 4.4
million through a ten-to-one consolidation (consolidation of ten
shares with a nominal value of EUR 0.01 to one share with a
nominal value of EUR 0.10); and (iii) conversion of the
registered ordinary shares of the Company listed on the
Frankfurt Stock Exchange into bearer ordinary shares. With
respect to the share consolidation, one post-consolidation
ordinary share will, at the moment of consolidation, equal ten
pre-consolidation ordinary shares.

The reduction in capital and share consolidation were
implemented on Dec. 4, 2002 and also affect the Company's
ordinary shares of New York registry. Holders of the Company's
New York registry shares may continue to take action to have
their shares transferred to the Company's German register for
trading on the Frankfurt Stock Exchange. Any holders desiring to
transfer their New York shares should either contact their
broker or, for holders of certificated shares, the Company's
transfer agent, Deutsche Bank AG in New York (+1 212/602-3761)
to initiate the transfer process. Although the number of shares
has been reduced through the share consolidation, the
administrative transfer fee charged by the Company's transfer
agent will remain at $0.05 per share, resulting in a reduced
transfer cost.

These capital measures are part of the previously announced
restructuring of the Company under the terms of the
Restructuring Agreement. The Company will continue to move
forward towards completing the restructuring, subject to the
conditions set forth in the Restructuring Agreement.

                      *   *   *

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

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


IMC GLOBAL: Will Make Dividend Payments on December 31
------------------------------------------------------
The Board of Directors of IMC Global Inc. (NYSE: IGL) declared a
dividend of 2 cents per share of common stock for the quarter
ending December 31, 2002.

The dividend is payable on December 31, 2002 to stockholders of
record at the close of business on December 16, 2002.

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

                          *  *  *

As reported in yesterday's edition of the Troubled Company
Reporter, 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 at
the same time affirmed its 'BB' corporate credit rating on the
company.


IMMTECH INT'L: Stockholders Selling Up To 1,221,344 Shares
----------------------------------------------------------
Stockholders of Immtech International, Inc., named under the
caption "Selling Stockholders" in the Company's recently
prepared Prospectus, may from time to time offer and sell up to
1,221,344 shares of the Company's common stock. The Shares may
be sold in transactions occurring either on or off the NASDAQ
SmallCap Market at prevailing market prices or at negotiated
prices.  Sales may be made through brokers or through dealers,
who are expected to receive customary commissions or discounts.
Immtech will receive no proceeds from the sale of Shares offered
by the Prospectus. No period of time has been fixed within which
the Shares registered under the Prospectus may be offered or
sold.  The Company's obligation to keep the Registration
Statement of which the Prospectus is a part effective expires as
to 150,000 of the Selling Stockholders' Shares on June 28, 2003,
671,344 Shares on September 25, 2003 and 400,000 Shares on
February 22, 2004 or sooner if all Selling Stockholders' Shares
are sold.

The Company's common stock is traded on the NASDAQ SmallCap
Market under the symbol "IMMT." The last reported sale price of
its common stock on November 26, 2002 was $2.89.

                         *   *   *

As previously reported, since inception, the Company has
incurred accumulated losses of approximately $41,466,000.
Management expects the Company to continue to incur significant
losses during the next several years as the Company continues
its research and development activities and clinical trial
efforts.  There can be no assurance that the Company's continued
research will lead to the development of commercially viable
products.  Immtech's operations to date have consumed
substantial amounts of cash.  The negative cash flow from
operations is expected to continue in the foreseeable future.
The Company will require substantial funds to conduct research
and development, laboratory and clinical testing and to
manufacture (or have manufactured) and market (or have marketed)
its product candidates.

Immtech's working capital is not sufficient to fund the
Company's operations through the commercialization of one or
more products yielding sufficient revenues to support the
Company's operations; therefore, the Company will need to raise
additional funds. The Company believes its existing unrestricted
cash and cash equivalents and the grants the Company has
received or has been awarded and is awaiting disbursement of,
will be sufficient to meet the Company's planned expenditures
through July 2003, although there can be no assurance the
Company will not require additional funds. These factors, among
others, indicate that the Company may be unable to continue as a
going concern.

The Company's ability to continue as a going concern is
dependent upon its ability to generate sufficient funds to meet
its obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing,
obtain additional grants and enter into various research,
development and commercialization agreements with other
entities.


INTEGRATED HEALTH: Trans Health Transaction Approx. $200 Million
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
struck a deal this week to sell substantially all of
its assets to Trans Healthcare Inc. for approximately
$200,000,000 in a transaction that will serve as a cornerstone
for a plan of reorganization.

Subject to higher and better offers in a competitive bidding
process, the Debtors ask the Court to approve a Stock Purchase
Agreement between Integrated Health Services, Inc., and THI
Holdings, LLC for the sale of all of the Capital Stock of IHS
Long Term Care, Inc. and IHS Therapy Care, Inc to THI Holdings.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, since the Petition Date,
the Debtors and the Creditors' Committee have considered a
number of restructuring alternatives, with the goal of
maximizing the value of the Debtors' assets and businesses.
These efforts have already resulted in the successful emergence
of the Rotech Debtors on a stand-alone basis in March 2002.
With respect to the remaining Debtors, the restructuring process
has focused primarily on two strategies:

   -- a sale of the Debtors' remaining business interests under
      a plan of reorganization; and

   -- the emergence of the remaining Debtors on a stand-alone
      basis.

Mr. Brady contends that the Debtors have devoted considerable
time and engaged in substantial efforts to develop an informed
expectation of value for their Long Term Care and Symphony
divisions, including marketing the divisions for sale, both
separately and on a combined basis.  The Debtors, in
consultation with UBS Warburg LLC, designed and implemented a
thorough and multi-staged marketing process to identify the
highest and best available offer or offers for the Long Term
Care and Symphony divisions.  The Creditors' Committee,
primarily through its financial advisors, Eureka Capital Markets
LLC participated throughout the marketing and negotiation
process.  As a result of these efforts, the Debtors have
concluded, in consultation with the Creditors' Committee, that
at this time, the recovery to creditors will be maximized by the
sale of the remaining businesses as a going concern to a third
party, rather than the continued operation of the Debtors on a
stand-alone basis. Moreover, the Debtors have determined that a
proposal from Trans Healthcare Inc. for the acquisition of
substantially all of the Debtors' remaining business interests
is the most favorable option available to the Debtors on which
to formulate a plan of reorganization.

Thus, the Debtors have negotiated and executed a stock purchase
agreement with THI Holdings LLC, a subsidiary of THI, providing
for the sale of the Purchased Subsidiaries to THI Holdings LLC,
subject to Court approval, and subject to higher and better
offers. Mr. Brady informs the Court that the Debtors intend to
file with the Court shortly a joint plan of reorganization,
which contemplates the approval and implementation of the
Purchase Agreement and the formation of a limited liability
company to liquidate the Excluded Assets and wind down and
administer the Excluded Liabilities.

A full-text copy of the Stock Purchase Agreement is available
for free at:


http://www.sec.gov/Archives/edgar/data/785814/000100515002001337/0001005150-
02-001337-index.htm

The principal terms of the Purchase Agreement are:

   A. The Parties: The Purchase Agreement is by and between THI
      Holdings LLC, as Purchaser, and Integrated Health
      Services, Inc., as Seller;

   B. Purchaser Deposit: After the execution of the Purchase
      Agreement, the Purchaser will deposited $12,000,000 in
      escrow with the Wilmington Trust Company, pursuant to the
      terms of a deposit escrow agreement dated December 3,
      2002, by and among the Seller, the Purchaser, and the
      Escrow Agent. The Deposit Escrow Agreement, which is
      subject to Court approval, provides the terms on which the
      Purchase Deposit will be, in whole or in part, returned to
      the Purchaser or delivered to the Seller, as the case may
      be, after the consummation or termination of the Purchase
      Agreement;

   C. Formation of the Purchased Subsidiaries: The Purchase
      Agreement provides for the formation of two new wholly-
      owned direct subsidiaries of IHS, to be named IHS Long
      Term Care, Inc. and IHS Therapy Care, Inc.  Prior to the
      Closing, the Seller will:

      -- contribute and assign to the Long Term Care Subsidiary
         all of its assets and liabilities, including the
         capital stock of all of IHS' subsidiaries listed in
         Schedule I to the Purchase Agreement that conduct the
         business of the Seller's Long Term Care division, but
         excluding the Excluded Assets and Excluded Liabilities
         listed in [non-public] Schedules to the Purchase
         Agreement; and

      -- contribute and assign to the Therapy Subsidiary all of
         its assets and liabilities that relate to the contract
         rehabilitation business, including the capital stock of
         all of IHS' subsidiaries listed in Schedule I to the
         Purchase Agreement that conduct the business of the
         Symphony division, but excluding the Excluded Assets
         and Excluded Liabilities;

   D. Purchase and Sale of the Shares: On the Closing Date, the
      Seller will issue and deliver to the Purchaser, and the
      Purchaser will purchase and accept from the Seller:

      -- 1,000 shares of common stock of the Long Term Care
         subsidiary, which represent all of the issued and
         outstanding shares of capital stock of the Long Term
         Care Subsidiary, and

      -- 1,000 shares of common stock of the Therapy Subsidiary,
         which will represent all of the issued and outstanding
         shares of capital which stock of the Therapy
         Subsidiary;

   E. Total Consideration: The Purchaser will acquire the Shares
      for a cash purchase price equal to $97,500,000, subject to
      upward and downward adjustments provided in the Purchase
      Agreement, plus the assumption of all of the Debtors'
      postpetition liabilities outstanding as of the Closing
      Date, which are currently estimated to exceed
      $100,000,000.

   F. Assumed Contracts: Subject to a mechanism set forth in the
      Purchase Agreement for the Purchaser to designate the
      rejection of executory contracts and unexpired leases, the
      Debtors will assume all of the Assumed Contracts,
      Including those listed or required to be listed in
      Schedule 3.13 to the Purchase Agreement.  The Debtors will
      be required to pay up to $3,066,500 in respect of amounts
      to cure the outstanding obligations owing under the
      Assumed Contracts, with any excess liability for Cure
      Costs to be borne by the Purchaser.  The Purchase
      Agreement further requires that, pursuant to Sections 325
      and 1123(b) of the Bankruptcy Code, and subject to and
      conditioned on the Closing under the Purchase Agreement,
      the Court will have entered an order, in form and
      substance reasonably satisfactory to the Purchaser,
      approving and authorizing the assumption of the Assumed
      Contracts, and that the Assumed Contracts will have been
      actually assumed by and vested in the Long Term Care
      Subsidiary or the Therapy Subsidiary, as the case may be,
      at or prior to the Closing Date;

   G. Excluded Assets: The property being transferred to the
      Purchaser pursuant to the Purchase Agreement expressly
      excludes the assets listed in Schedule III to the Purchase
      Agreement;

   H. Excluded Liabilities: The liabilities being assumed by the
      Purchaser pursuant to the Purchase Agreement expressly
      exclude the liabilities listed in Schedule IV to the
      Purchase Agreement;

   I. Representations and Warranties Covenants: The Purchase
      Agreement contains customary representations and
      warranties of the Seller and the Purchaser, relating to,
      among other things, their respective authority and ability
      to enter into the Purchase Agreement and consummate the
      contemplated transactions, compliance with applicable
      laws, and the funding of the purchase of the Shares.  The
      Purchase Agreement provides that the respective
      representations and warranties made by the Seller and the
      Purchaser will not survive the Closing.  The Purchase
      Agreement also contains customary covenants relating to
      the conduct of the business of the Seller prior to the
      Closing;

   J. Conditions: Consummation of the Purchase Agreement is
      subject to certain conditions precedent, including:

      -- no Material Adverse Effect will have occurred,

      -- an order confirming the Plan, in form and substance
         reasonably satisfactory to the Purchaser, will have
         been entered and will have become a Final Order, and
         the Court will have approved the Purchase Agreement, on
         or before the 180th day after the date of the Purchase
         Agreement, and all other conditions precedent to the
         effectiveness of the Plan will have been satisfied or
         waived; and

      -- the Court will have entered a Final Order which
         provides an injunction against the assertion of claims
         against the Seller, as provided in Section 7.9 of the
         Purchase Agreement;

   K. Closing: The closing of the sale of the Shares will take
      place at 11:00 a.m. (New York City time) at the New York
      offices of Kaye Scholer, LLC, two business days after the
      satisfaction or waiver of the conditions set forth in
      Articles VI and VII of the Purchase Agreement, or any
      other dates and times as may be agreed to by the parties;

   L. Termination: As more fully set forth in Article IX of the
      Purchase Agreement, the Purchase Agreement may be
      Terminated prior to Closing:

      -- by mutual consent of the Purchaser and the Seller;

      -- by either the Purchaser or the Seller pursuant to the
         provisions of Sections 9.1(b), (c), (e), (f) or (g) of
         the Purchase Agreement; or

      -- by the Purchaser pursuant to the provisions of Section
         9.1(d) of the Purchase Agreement.

      The Purchaser is entitled to terminate the Purchase
      Agreement for a variety of reasons, including the Seller's
      breach of representations, warranties, covenants and
      conditions, and various actions relating to an Alternative
      Transaction;

   M. Bid Procedures, Break-Up Fee and Expenses: The Seller is
      required to seek entry of an order:

      -- scheduling January 29, 2003 as the hearing date for
         approval of the Purchase Agreement;

      -- approving the Bidding Procedures; and

      -- approving a "break-up" fee and the reimbursement of
         certain expenses incurred by the Purchaser.

(Integrated Health Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INT'L TOTAL: Ex-Employees Shortchanged on Unemployment Benefits
---------------------------------------------------------------
International Total Services, Inc. (ITS), said that it is
working with the California Employment Development Department to
correct a data reporting problem that may have caused certain
former ITS employees working at San Francisco International
Airport to be temporarily denied the full unemployment benefits
to which they are entitled.

"We regret any difficulty that our former employees have
encountered in obtaining their full unemployment benefits," said
Mike Sosh, executive vice president and chief financial officer
of ITS. "As a result of the many demands placed on ITS in
connection with its ongoing bankruptcy proceedings, we were late
providing the magnetic tapes with first and second quarter
payroll information to the state. We have since provided tapes
for the first and second quarter as well as a timely tape for
the third quarter. At the request of the state, we have also
provided that information in paper format."

Sosh continued, "We believe we have now provided all information
to the state that they would need to pay appropriate benefits.
We are working with them to see if we can be of further
assistance in updating their records. In addition, we are making
an effort to contact our former employees to advise them of the
situation. We continue to be appreciative to them for their good
work and dedication through the federal takeover of the airport
security function."

He added, "I want to emphasize that this problem has nothing to
do with the payment of California state unemployment taxes.
Contrary to some statements in the news media, ITS has paid all
these taxes in a timely manner, and there are no delinquencies
outside of any pre-bankruptcy claims."

Cleveland-based ITS and its domestic subsidiaries filed
voluntary petitions for protection under chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of New York on September 13, 2001. The company
continued to operate its aviation passenger preboard security
screening business at San Francisco and other airports under
court protection and pursuant to a contract with the federal
government until November 18, 2002, when the Transportation
Security Administration completed the federal takeover of the
passenger preboard security screening function at the nation's
airports.

ITS sold its non-preboard screening aviation support services
assets to Nashville-based SMS Holdings Corp. in April 2002. SMS
also acquired a non- exclusive license to use the ITS name. SMS
provides aviation support services at a number of airports
nationwide under the name ITS Aviation Services. Privately held
SMS and its aviation services subsidiary are separate and
distinct corporations from ITS. SMS and ITS have no common
ownership. SMS did not employ any passenger preboard security
screening personnel at San Francisco International Airport.


LA PETITE ACADEMY: Still Needs to File Form 10-K Reports
--------------------------------------------------------
La Petite Academy, Inc. is unable to file its Quarterly Report
on Form 10-Q for the quarterly period ended October 19, 2002 due
to the inability of management to complete the preparation of
the required interim financial statements for the first quarter
of fiscal 2003 for reasons discussed below. On September 27,
2002, the Company also filed a Notification of Late Filing on
Form 12b-25 with respect to the Company's Annual Report on Form
10-K for the fiscal year ended June 29, 2002. As of this date,
the Company still has not filed its Annual Report on Form 10-K
due to the inability of management to complete the preparation
of the required financial statements for the fiscal year.

As previously disclosed on September 16, 2002, the Company
expects to take material charges to current and prior year
earnings, the specific amount of which is still subject to
determination pending the final completion of the audited
financial statements for the fiscal year ended June 29, 2002.
The majority of these charges are expected to consist of a
write-down of the Company's assets resulting from an analysis of
the carrying value of certain long-term assets, including
goodwill and other intangibles and deferred tax assets.
Management has determined that certain of the charges will
affect the unaudited financial statements for each of the
Company's quarterly periods in fiscal 2002 and the audited
financial statements for the fiscal year ended June 30, 2001 and
prior periods. Accordingly, the charges are expected to include
adjustments to restate the Company's financial statements for
the first quarter of fiscal 2002, which restated financial
statements are required to be included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
October 19, 2002.

Given the number of items to be restated, the magnitude of the
charges, the numerous fiscal periods affected by the
restatement, including the first quarter of fiscal 2002, and the
continued inability of management to complete the preparation of
the Company's financial statements for the fiscal year ended
June 29, 2002, the Company indicates that it is not feasible for
management of the Company to complete the preparation of the
Company's unaudited interim financial statements for the
quarterly period ended October 19, 2002 and for the Company to
file its Quarterly Report on Form 10-Q in a timely manner, 'nor
can a reasonable estimate of the Company's results for the
quarterly fiscal period be made at this time.


LA PETITE: Discloses Charges after Internal Accounting Review
-------------------------------------------------------------
LPA Holding Corp. and La Petite Academy, Inc. jointly announced
that the Audit Committees of the Boards of Directors of the
Company have completed their internal accounting review.

As a result of such review and as previously disclosed in the
Company's Current Report on Form 8-K filed on September 16,
2002, the Company expects to take material charges to current
and prior year earnings.  The majority of these charges,
approximately $57.4 million, will consist of a write-down in
the fourth quarter of the fiscal year ended June 29, 2002 of the
Company's assets resulting from an analysis of the carrying
value of certain long-term assets, including goodwill and other
intangibles.  Additional charges totaling approximately $32.5
million are the result of the internal accounting review and the
Company's determination that certain items of assets,
liabilities, revenues and expense were incorrectly reported or
recognized in prior quarterly and annual periods of previously
issued financial statements. Approximately $6.1 million of these
charges will be recorded in the Company's results of operations
for the year ended June 29, 2002.  The Company expects to
restate its financial statements as of and for the years ended
June 30, 2001 and July 1, 2000 to reflect additional charges in
those periods of approximately $24.5 million and $0.5 million,
respectively.  Additional charges aggregating approximately $1.4
million are also expected to be reflected as adjustments to the
results of operations for periods prior to July 1, 1999.
Unaudited selected quarterly financial data for the 2002 and
2001 fiscal years are also expected to be restated.

The Company will include the audited restated financial
statements and the unaudited selected quarterly financial data
in the Annual Report on Form 10-K for the fiscal year ended June
29, 2002, which they expect to file with the Securities and
Exchange Commission by December 31, 2002. Although the Company
believe the foregoing results will be those that are reflected
in the Annual Report on Form 10-K for fiscal 2002, the amounts
discussed above remain subject to adjustment pending completion
of the audit of the Company's financial statements for fiscal
2002.

With headquarters in Chicago, Illinois, La Petite Academy is the
nation's largest privately held early childhood education
company with over 715 schools in 36 states and the District of
Columbia.  Under the La Petite Academy umbrella, the Montessori
Unlimited preschool represents the largest chain of schools (32)
offering the Montessori approach to learning.

                            *   *   *

As reported in the Troubled Compay Reporter's November 12, 2002
edition, the Company and its parent, LPA Holding
Corp., on September 30, 2002, received a limited waiver of
noncompliance with such financial and informational covenants
through the period ended November 1, 2002. On November 1, 2002,
the Company and LPA Holding Corp., obtained an extension of the
September 30, 2002 waiver. The extension received on November 1,
2002 provides that the lenders will not exercise their rights
and remedies under the Credit Agreement with respect to such
non-compliance during the period through November 15, 2002. In
addition, the Company expects that it will not be able to comply
with certain of the financial covenants contained in the Credit
Agreement for the first quarter of fiscal 2003. The Company and
LPA Holding Corp. expect to continue discussions with the
lenders under the Credit Agreement (a) to obtain a permanent
waiver of the covenant non-compliance for the quarterly periods
ending April 6, 2002 and June 29, 2002, (b) to obtain a
permanent waiver of the covenant non-compliance (if any)
occurring if the Company is required to restate its financial
statements for prior periods, the possibility of which
restatement was previously disclosed in the Company's current
report filed on September 16, 2002, and (c) to amend its
financial covenants, commencing with the quarterly period ending
on June 29, 2002, based on the Company's current operating
conditions and projections. There can be no assurance that the
Company and LPA Holding Corp., will be able to obtain such a
permanent waiver and/or amendment to the Credit Agreement. The
failure to do so would have a material adverse effect on the
Company and LPA Holding Corp.


LDM TECHNOLOGIES: Reports Improved Financial Results for 2002
-------------------------------------------------------------
LDM Technologies, Inc. reported net sales for the year ended
September 29, 2002 of $390.9 million, an increase of $0.7
million or 0.1% from $390.2 million in 2001.  The unchanged net
sales resulted from the sale of the Company's German subsidiary,
effective September 30, 2001 and the exit of certain
unprofitable product lines at its Canadian subsidiary, offset by
the purchase of a facility in McAllen, Texas and the launch of
new business from the Company's facility in Romulus, Michigan.

Effective October 1, 2001, the Company elected to early adopt
Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets. Under the new standard, goodwill is
no longer amortized but is subject to annual impairment tests in
accordance with the Statement.  Application of the non-
amortization provision of Statement No. 142 resulted in an
increase to pretax income of $4.6 million for the year ended
September 29, 2002.

2002 operating profit was $19.9 million, an increase of $17.8
million from 2001 operating profit of $2.1 million.  The
improvement was the result of cost cutting efforts undertaken in
FY2001, operational improvements in domestic operations and non-
amortization of goodwill described above.

Interest expense for the year ended September 29, 2002 was $15.8
million versus $17.6 million for the year ended September 30,
2001.  The decreased interest was due to principal repayments
made throughout fiscal 2002 as well as reductions in variable
borrowing rates.

Net income for 2002 was $1.8 million compared to a net loss in
2001 of $9.4 million.  The improvement is the result of factors
discussed above.

EBITDA for 2002 was $39.2 million compared to $27.1 million for
2001. EBITDA was affected in 2002 by the same factors described
above.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
raised its corporate credit rating on automotive components
manufacturer LDM Technologies Inc., to single-'B'-minus from
double-'C' following LDM's termination of its exchange offer for
its $110 million, 10.75% senior subordinated notes due 2007.

At the same time, Standard & Poor's raised its subordinated debt
rating on the Auburn Hills, Michigan-based company to triple-'C'
from single-'C'. The ratings were removed from CreditWatch where
they were placed May 8, 2002. The outlook is stable.


L&H: Seeks Okay to Enter into Underwriting Deal with Scansoft
-------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and L&H Holdings USA,
Inc., seek the Court's authority to enter into an Underwriting
Agreement among ScanSoft, Inc., Thomas Weisel Partners LLC, L&H
NV, and L&H Holdings, and a Custody Agreement in connection with
the sale of the ScanSoft Stock currently held by L&H NV and L&H
Holdings.  The sale will take place through an underwritten
ScanSoft management-led public offering.

The ScanSoft stock received by L&H NV and Holdings as part of
the sale of their interests in the Speech and Language
Technologies Business was not registered under federal
securities law.  As part of its plan of liquidation, Holdings
sought to distribute the ScanSoft stock to holders of
administrative expense claims and general unsecured claims under
the exemption from registration set out in the Bankruptcy Code.
To that end, in July 2002, Holdings brought a motion seeking
authority to pay administrative claims with ScanSoft Stock to
aid in the consummation of its First Amended Plan of
Liquidation.  Although this Motion met with opposition from,
among others, ScanSoft, a settlement was reached on the terms
announced at the hearing and later reflected in the Order
confirming Holdings' Plan in August 2002.  The Agreements for
which L&H and Holdings now seek approval are necessary to
consummate the transactions contemplated by the ScanSoft
Settlement. More specifically, the Agreements are necessary to
effectuate the public offering of the ScanSoft stock.

The Debtors advise the Court that the parties are still
finalizing the terms of the Agreements.  The Debtors promise
that final copies of the Agreements will be filed before the
hearing on this motion.

Under the Bankruptcy Code, the Court has expansive equitable
powers to fashion any order or decree that is in the interests
of preserving or protecting the value of the debtors' estates.
The Debtors argue that entry into the Agreements is necessary to
consummate the transactions contemplated by the ScanSoft
Settlement.  The terms of that settlement include an obligation
by ScanSoft to, as soon as practicable, initiate a management-
led public offering of the remaining ScanSoft Stock.  The
Agreements for which the Debtors seek Judge Wizmur's approval
and authorization are described as "customary to underwritten
public offerings of securities".  The Underwriting Agreement
represents the underwriters' commitment to purchase the ScanSoft
Stock from the Debtors and specifies the public offering price
and settlement or closing date.  The Custody Agreement provides
that the ScanSoft Stock will be held by a third party custodian
-- e.g., ScanSoft's transfer agent -- until delivery to the
underwriters.

The custodian will hold the ScanSoft Stock until the closing of
the sale under the public offering in accordance with the terms
of the Underwriting Agreement.  The ScanSoft Stock will not be
released until the shares are purchased in accordance with the
Underwriting Agreement and L&H NV and Holdings receive
consideration for the ScanSoft Stock. Accordingly, the
Agreements will aid in effectuating the ScanSoft Settlement and
enable the parties to consummate the transactions contemplated
by that settlement.

In particular, ScanSoft is required to use all commercially
reasonable efforts to offer all of the remaining ScanSoft Stock
-- other than the ScanSoft Stock repurchased by ScanSoft for
$7,000,000 earlier -- in a management-led offering, and is to
grant an additional 300,000 shares of ScanSoft common stock to
Holdings and L&H NV, and accelerate certain amounts due to the
Debtors under the APA.  However, in accordance with the
settlement, the Debtors' rights to distribute the ScanSoft Stock
directly to their creditors are reserved. (L&H/Dictaphone
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MEDCOMSOFT INC: Extends Expiry Date of Warrants to Dec. 6, 2003
---------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) extended the expiry date of 442,188
common share purchase warrants issued on February 6, 2002 to
from December 6, 2002 to December 6, 2003 and has reduced their
exercise price from $1.02 to $0.25 per share. All of the holders
of the Warrants are at arm's length to MedcomSoft. These
amendments to the Warrants are subject to final regulatory
approval.

MedcomSoft Inc. designs, develops and markets software solutions
for healthcare providers that are changing the way the
healthcare industry captures, manages and exchanges patient
information. As a result of MedcomSoft innovations, physicians
and managed care organizations can now easily and securely build
and exchange complete, structured, and codified electronic
patient medical records.

                         *   *   *

As reported in the Nov. 1, 2002 issue of the Troubled Company
reported, Medcomsoft has incurred significant accumulated
operating losses since it began operations and currently has a
working capital deficiency of $2.86 million. The Company's
continued existence is dependent upon its ability to restore and
maintain profitable operations and obtain financing. The Company
is currently pursuing various options with its creditors and has
made efforts to restore profitable operations. However, there
can be no assurance that the Company will be able to restore and
maintain profitable operations, nor that financing efforts will
be successful.


MISSISSIPPI CHEMICAL: Falls Below NYSE's Listing Standards
----------------------------------------------------------
Mississippi Chemical Corporation (NYSE: GRO), with senior
secured credit facility and senior unsecured notes affirmed at
'CCC+' and 'CCC-' by Fitch Ratings, announced that the New York
Stock Exchange (NYSE) has notified the company that its common
shares are "below criteria" for continued listing on the
Exchange.  The company's average closing price of its common
stock over a 30-trading-day period was less than $1.00 and its
average market capitalization was less than $15 million over a
30-day trading period ending November 14, 2002.

In accordance with NYSE regulations, the company has until mid
January 2003, to submit a plan to the Exchange outlining the
actions the company has taken and intends to take to achieve and
maintain compliance with listing requirements. The company has
begun discussions with the NYSE regarding its business plan to
achieve and maintain compliance with the continued listing
requirements and intends to submit a plan to the NYSE by mid
January 2003. Under NYSE rules, the NYSE may grant a period of
up to 6 months following receipt of notification of non-
compliance subject to certain conditions, during which the
company must come into conformity with the minimum share price
requirement. The NYSE may also grant a period of up to 18 months
from the date of receipt of notification of non-compliance
during which the company must come into conformity with the
market capitalization requirement. Recently the company's stock
has been trading at levels below $0.40 per share. In the event
that these price levels continue, the NYSE may accelerate the
time periods discussed above and make more immediate qualitative
continued listing determinations. Although the company believes
it can cure these listing deficiencies, there is no assurance
that the NYSE will accept the company's plan, or if accepted,
that the company can meet the listing requirements in the time
periods prescribed by NYSE rules.

Mississippi Chemical Corporation, through its wholly owned
subsidiaries, produces and markets all three primary crop
nutrients. Nitrogen, phosphorus and potassium-based products are
produced at facilities in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago.

Fitch Ratings has affirmed Mississippi Chemical Corporation's
senior secured credit facility at 'CCC+' and the senior
unsecured notes at 'CCC-'. The ratings have been removed from
Rating Watch Negative. The Rating Outlook is Negative.

DebtTraders reports that Mississippi Chemical's 7.250% bonds due
2017 (GRO17USR1) are trading between 22 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GRO17USR1for
real-time bond pricing.


NATIONAL CENTURY: Wants to Maintain Existing Bank Accounts
----------------------------------------------------------
To avoid substantial disruption to the normal operations of
their businesses and to preserve a "business as usual"
atmosphere, National Century Financial Enterprises, Inc., and
its debtor-affiliates should be permitted to continue to use
their Prepetition Bank Accounts.

Chapter 11 debtors are required to close all existing bank
accounts and open new debtor-in-possession bank accounts.

Matthew A. Kairis, Esq., at Jones Day Reavis & Pogue, Columbus,
Ohio, relates that allowing the Debtors' accounts to be
maintained with the same account numbers will assist the Debtors
in accomplishing a smooth transition to operations in Chapter
11. Allowing the Debtors to utilize their existing Bank Accounts
is crucial where any alteration to the existing system of
Lockbox Accounts could create irreparable harm to the Debtors'
ability to collect their outstanding purchased receivables.

Furthermore, Mr. Kairis notes that the Debtors have the capacity
to draw necessary distinctions between prepetition and
postpetition obligation and payments without closing the
Prepetition Bank Accounts and opening new ones.

Thus, the Debtors ask the Court for permission to continue
maintaining their Prepetition Bank Accounts. (National Century
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONAL STEEL: USWA Calls PBGC Action 'Unnecessary & Premature'
----------------------------------------------------------------
The announced intention of the Pension Benefit Guaranty
Corporation (PBGC) to terminate seven National Steel Corporation
(OTCBB:NSTLB) pension plans is both unnecessary and premature,
the United Steelworkers of America (USWA) said.

"In this era of unbridled corporate greed, we are disappointed,
but not surprised, that the PBGC has acted to limit its own
liability rather than fulfill its mandate to protect the pension
benefits of workers and retirees like those at National Steel,"
said Leo W. Gerard, USWA international president.

Gerard pointed out that National Steel, which filed for
bankruptcy in March, is still developing a restructuring plan to
emerge from bankruptcy and has improved its cash flow in recent
months. The USWA, which represents most workers at National
Steel operations, has been an active participant in those
proceedings. Gerard also noted that the USWA will seek to
intervene in any termination proceedings in order to protect the
interests of its thousands of active and retired members at
National Steel.

"This is not a situation where the PBGC was forced to act to
prevent loss of jobs or pensions, or to preserve the company's
solvency," explained Harry E. Lester, director of USWA District
2 and chair of the union's National Steel bargaining committee.
"National Steel's liquidity is strong and improving, there is
plenty of cash to meet operating costs and retirees continue to
receive their pension checks."

"It's especially disappointing that the PBGC is taking this
action when steel tariffs have started to work by restoring
prices and stabilizing steel markets," added Jim Robinson,
director of USWA District 7 and secretary of the union's
National Steel bargaining committee. "Now -- when National Steel
is earning more and borrowing less -- is not the time to pull
the plug on workers and retirees," he said.

David Foster, director of USWA District 11 and chairman of the
USWA's Iron Ore Industry Conference, expressed concern about the
impact of any termination of the National Steel Pellet Company
pension plan on Minnesota's already beleaguered Mesabi iron
range.

"The proposed termination is part of the effort by the Bush
Administration to restructure an industry decimated by decades
of unfair trade on the backs of its workers and retirees,"
stated Foster. "The potential loss of a number of current
retirement options will be particularly devastating to employees
and underscores the need for pension law reform to help protect
those who are most in need."


NMHG HOLDING: Intends to Phase-Out Lenoir, N.C., Facility
---------------------------------------------------------
NACCO Industries, Inc. (NYSE: NC) announced that its operating
subsidiary, NACCO Materials Handling Group, Inc. (NMHG)-- whose
long-term corporate credit's previously rated at 'BB-'  by
Standard & Poor's -- will phase out its Lenoir, North Carolina,
lift truck component facility and restructure its Irvine,
Scotland, lift truck assembly and component facility.  NACCO
indicated that these actions are designed to essentially
complete the restructuring of the company's global manufacturing
facility structure. Previously announced programs such as Demand
Flow Technology, selected component outsourcing and innovative
lift truck designs have enabled NMHG to maintain substantially
unchanged lift truck production capacity in fewer facilities and
at a reduced cost.

The Lenoir component facility, which employs approximately 310
people, is expected to be phased out over a 12- to 15-month
period.  The Lenoir plant's lift truck component operations,
including mast and cylinder manufacturing, will be consolidated
into NMHG plants in Sulligent, Alabama; Berea, Kentucky; and
Greenville, North Carolina.

The Irvine assembly and component facility, which employs
approximately 450 people, is expected to be restructured to an
appropriately sized operation over the next 36 months to
manufacture three- and four-wheel electric rider lift trucks and
mast components for the European market.  Other lift truck
components currently manufactured in Irvine will be outsourced
to independent suppliers.

An internal NMHG study concluded that consolidating the Lenoir
component operations into other NMHG plants and restructuring
the Irvine assembly and component operations would be expected
to significantly reduce the company's global manufacturing costs
and improve asset utilization.

As a result of its decision to phase out the Lenoir plant and
restructure the Irvine plant, NMHG expects to take a
restructuring charge of approximately $8.3 million after-tax in
the fourth quarter of 2002, which includes a non- cash asset
impairment charge of approximately $2.8 million after-tax.
Although this charge will reduce net income in the fourth
quarter, NMHG anticipates certain one-time gains in the fourth
quarter, including a favorable settlement from a transfer
pricing tax audit and a favorable U.S. customs anti-dumping
award, to substantially offset the effect of this charge.

In 2003, NMHG expects to recognize costs of approximately $6.4
million after-tax related to this restructuring program.
However, total costs of this restructuring program incurred in
2003 and beyond are expected to be substantially mitigated by
government incentives.  Initial benefits from this program are
expected to be realized in 2004 with fully mature estimated
annual benefits of approximately $6.8 million after-tax expected
beginning in 2006.

NACCO Materials Handling Group designs, engineers, manufactures
and sells a full line of lift trucks and replacement parts
marketed worldwide under the Hyster and Yale brand names and
under the Yale and Sumitomo-Yale brand names in Japan through
its 50-50 joint venture with Sumitomo Heavy Industries, Ltd.

NACCO Industries, Inc. is an operating holding company with
three principal operating businesses.  In addition to NACCO
Materials Handling Group, Inc., NACCO Industries owns The North
American Coal Corporation, which mines and markets lignite coal
for use primarily as fuel for power generation by electric
utilities and fuel for a synfuels plant, and also provides
dragline mining services for a limerock quarry in southern
Florida; and NACCO Housewares Group, which consists of Hamilton
Beach*Proctor-Silex, Inc., a leading manufacturer and marketer
of small electric motor and heat-driven household appliances as
well as commercial products for restaurants, bars and hotels,
and The Kitchen Collection, Inc., a national specialty retailer
of brand-name kitchenware, small electrical appliances and
related accessories.


NORTHLAND CRANBERRIES: Net Revenues Drop by 19.4% to $101.5 Mil.
----------------------------------------------------------------
Northland Cranberries, Inc., is a vertically integrated grower,
handler, processor and marketer of cranberries, branded
cranberry products and fruit beverages. As of November 26, 2002,
it owned or operated 21 cranberry producing marshes with 2,009
planted acres in Wisconsin. It also maintains multi-year crop
purchase contracts with 44 independent cranberry growers to
purchase all of the cranberries harvested from
an aggregate of up to 1,743 contracted acres.

     Northland Cranberries products include:

     * Northland brand 100% juice cranberry blends (containing
       27% cranberry juice), which it sells through
       supermarkets, drug store chains, mass merchandisers, club
       stores, foodservice outlets and convenience stores;

     * Seneca and TreeSweet bottled and canned fruit beverages,
       including apple, grape, cranberry and orange juice
       products, and frozen juice concentrate products,
       including apple, grape and cranberry juice products;

     * Northland brand fresh cranberries, which it sells to
       retail and wholesale customers;

     * Awake frozen orange-flavored concentrate; and

     * cranberry juice concentrate, single-strength cranberry
       juice, single strength and concentrate cranberry juice
       purees, sweetened dried cranberries, chocolate-coated
       cranberries and frozen whole and sliced cranberries,
       which it sells to industrial and ingredient customers.

Northland also provides contract packaging services to third
parties utilizing its owned manufacturing facility located in
Jackson, Wisconsin.

During the first quarter of fiscal 2002 the Company continued to
experience lost distribution and decreased market share of its
products in various markets, it believes primarily as a result
of Ocean Spray's tactics and dominance in the cranberry products
industry, as well as competition from regional brands. Although
the Company was successful in retaining distribution in many
markets, the lack of sufficient working capital at the beginning
of fiscal 2002 limited its ability to promote its products
through media advertising. Prior to November 6, 2001, it was in
default under the terms of its loan documents with its then-
current bank group and other third parties, had difficulty
generating sufficient cash flow to meet its obligations on a
timely basis, and were often delinquent on various payments to
third party trade creditors and others. The Company reached the
point where it felt it was imperative to reach an agreement with
its then-current bank group and to refinance its bank debt, or
else it believed it was faced with liquidating or reorganizing
Northland in a bankruptcy proceeding in which its creditors
would have likely received substantially less value than
Northland felt they could receive in a restructuring transaction
and its shareholders would have likely been left holding shares
without any value. On November 6, 2001, the Company consummated
a series of transactions with Sun Northland, LLC (an affiliate
of Sun Capital Partners, Inc., a private equity investment firm
headquartered in Boca Raton, Florida), which Northland refers to
as "Sun Northland", and with members of its then-current bank
group and its new secured lenders, Foothill Capital Corporation
and Ableco Finance LLC, that resulted in the restructuring of
debt and its equity capital structure and a change of control of
the Company.

As a result of the Restructuring, Sun Northland controls
approximately 94.4% of the total voting power through (i) the
shares of Class A common stock and Series A Preferred Stock
(subsequently converted into Class A common stock) Northland
issued to Sun Northland, and (ii) the additional 7,618,987
shares of Class A common stock over which Sun Northland
exercises voting control pursuant to a Stockholders' Agreement
that Northland entered into with Sun Northland and other
shareholders in connection with the Restructuring. Assuming full
vesting over time of the options to acquire shares of Class A
common stock that Northland issued to key employees in the
Restructuring, Sun Northland owns approximately 77.1% of
Northland's fully-diluted shares of Class A common stock.

Northland Cranberries' total net revenues decreased 19.4% to
$101.5 million in fiscal 2002 from $125.8 million in fiscal
2001. The decrease resulted primarily from (i) reduced sales of
Northland and Seneca branded products due to previous lost
distribution which caused the Company to change its promotional
and pricing strategies and reduce marketing spending; and (ii)
the sale of its cranberry sauce business and a manufacturing
facility in June 2001, which reduced co-packing revenue and
revenue from cranberry sauce sales. Trade spending, slotting and
consumer coupons, which are reported as a reduction of net
revenue, were down 26.9% to $12.2 million in fiscal 2002 from
$16.6 million in fiscal 2001. The decrease in net revenues in
fiscal 2002 from reduced sales of its branded products was
partially offset by an increase in sales of cranberry
concentrate, as the Company reduced cranberry concentrate
inventory during the year. The Company anticipates that sales of
cranberry concentrate will decrease in fiscal 2003.

Industry data indicated that, for the 12-week period ended
September 8, 2002, the Northland brand 100% juice products
achieved a 5.1% market share of the supermarket shelf-stable
cranberry beverage category on a national basis, down from a
6.0% market share for the 12-week period ended September 9,
2001. Market share of the Seneca brand cranberry juice product
line for the same period decreased from approximately 0.4% to
approximately 0.1%, resulting in a total combined market share
of supermarket shelf-stable cranberry beverages for the
Northland and Seneca branded product lines of approximately 5.2%
for the 12-week period ended September 8, 2002, down from
approximately 6.4% for the 12-week period ended September 9,
2001. With the equity capital the Company received in the
Restructuring and cash from operations, Northland Cranberries
plans to increase advertising spending in fiscal 2003, and
anticipates its new spending levels will help to reverse the
declining sales and market share trends for its Northland and
Seneca brands in fiscal 2003.

Income for fiscal 2002, before extraordinary gain of $50.5
million, was $3.3 million, up from fiscal 2001 net loss of $74.5
million. Net income for fiscal 2002 was $53.8 million including
the $50.5 million extraordinary gain. Weighted average shares
outstanding for fiscal 2002 were 83.6 million compared to 5.1
million for fiscal 2001. Weighted shares increased in fiscal
2002 because of the issuance of Class A shares and warrants to
purchase Class A shares in the Restructuring.

In fiscal 2002, net cash provided by operating activities was
$17.4 million compared to $4.7 million in fiscal 2001.
Receivables, prepaid expenses and other current assets decreased
$4.0 million from August 31, 2001 as a result of declining
revenue levels, which provided Northland additional cash to pay
down accounts payable and accrued liabilities. Inventories
decreased $6.1 million, due primarily to efforts to improve
management of inventory through reductions in purchases of raw
materials and also increases in sales of cranberry concentrate.
Working capital decreased $24.7 million to $6.9 million at
August 31, 2002 from $31.6 million as of August 31, 2001. This
was primarily due to the realization of the $32.8 million
current deferred income tax asset resulting from the forgiveness
of indebtedness in connection with the Restructuring. The
decrease was also due in part to a reduction in inventory and
accounts receivable offset by the reduction in the current
maturity of long-term debt as a result of the Restructuring. The
Company's current ratio exclusive of the current deferred income
tax asset increased to 1.2 to 1.0 at August 31, 2002 from 1.0 to
1.0 at August 31, 2001.


NUTRITIONAL SOURCING: Debtor Reports Preliminary Q4 Results
-----------------------------------------------------------
Nutritional Sourcing Corporation ("NSC"), the parent corporation
of Pueblo International, LLC and Pueblo Entertainment, Inc.
announced preliminary financial results for the fourth quarter
(12 weeks ended November 2, 2002) and fiscal year (52 weeks
ended November 2, 2002). Through its subsidiaries the Company is
one of the largest supermarket operators in Puerto Rico, the
largest supermarket operator in the U. S. Virgin Islands and the
largest video rental operator in both Puerto Rico and the U.S.
Virgin Islands.

Total sales for the 12 and 52 weeks ended November 2, 2002 were
$128.9 million and $588.2 million, respectively, versus $129.5
million and $576.6 million in the comparable periods of the
prior year, a decrease of 0.4% and an increase of 2.0%,
respectively. For the comparable 12 and 52 week periods, same
store sales were $128.9 million and $586.1 million,
respectively, this year versus $128.4 million and $570.0
million, respectively, for the prior year, increases of 0.5% and
2.8%, respectively. "Same stores" are defined as those stores
that were open as of the beginning of both periods and remained
open through the end of the periods. Same store sales in the
Retail Food Division increased 0.1% and 3.1% for the 12 and 52
weeks ended November 2, 2002 as compared to the same periods of
the prior year. The principal factors contributing to the
increase in same store sales in the Retail Food Division,
despite continued growth in competition, were the Company's
PuebloCard and the Company's repositioning efforts, both
beginning in March of 2001. Video Rental Division same store
sales increased 6.4% and decreased 0.5% for the 12 and 52 weeks,
respectively, as compared to the same periods in the prior year.
The primary reason for the increase in same store sales in the
Video Rental Division for the 12 weeks ended November 2, 2002 as
compared to the same period of the prior year was an increase in
the number of new releases and in customer response to new
releases for both rental and sell-through videos. Conversely,
the reason for the decline during the 52 weeks as compared to
the comparable period of the prior year was a decline in the
number of new releases and in customer response to new releases
for both rental and sell-through videos.

EBITDA (defined as Earnings Before Interest Expense-net, Income
Taxes, Depreciation and Amortization and reorganization costs)
for the 12 and 52 weeks ended November 2, 2002 was $8.0 million
and $53.5 million, respectively, versus $7.2 million and $32.8
million, respectively, for the comparable periods of the prior
year. EBITDA for the 52 weeks ended November 2, 2002 includes a
$14.7 million pre tax gain from the settlement of the Company's
business interruption insurance claim as a result of hurricane
Georges that occurred in September of 1998. Consequently, EBITDA
before this gain was $38.8 million for the 52 weeks ended
November 2, 2002. The improvement in EBITDA for the 52 weeks
ended November 2, 2002 versus the comparable period of the prior
year resulted primarily from increased sales, improvement in the
rate of gross margins as a percentage of sales and cost
reductions implemented in April of 2001. The improvement in
EBITDA for the 12 weeks ended November 2, 2002 versus the
comparable period of the prior year, despite the decrease in
sales, was primarily a result of an increase in the rate of
gross margins as a percent of sales.

Preliminarily the Company's results for the 12 and 52 weeks
ended November 2, 2002 were a net loss of $1.5 million and $0.2
million, respectively, an improvement of $0.8 million and $11.3
million, respectively, from the net loss in the comparable
periods of the prior year. The net loss for the 12 and 52 weeks
ended November 3, 2001 was $2.3 million and $11.5 million,
respectively. The net loss for the 12 and 52 weeks ended
November 2, 2002 include reorganization costs of $0.5 million,
net of income tax benefit. The net loss for the 52 weeks ended
November 2, 2002 includes a $6.8 million gain, net of income tax
expense, from the settlement of the Company's business
interruption insurance claim as a result of hurricane Georges
that occurred in September of 1998.

The reorganization costs are for professional fees related to
the proceedings involving NSC before the United States
Bankruptcy Court for The District of Delaware. On September 27,
2002 the Court entered an order at the request of NSC to convert
the involuntary petition for reorganization of NSC, previously
filed by certain of its noteholders, to a voluntary
reorganization. Financial reporting requirements are such that
any professional fees associated with the reorganization after
the date of the order and through the completion of the
proceedings are required to be segregated as reorganization
costs. The subsidiaries of NSC were not, and are not, parties in
the reorganization proceedings. The reorganization and related
negotiations with NSC's noteholders are ongoing.

The net loss being reported for the 12 and 52 weeks ended
November 2, 2002 is preliminary because the Company is
continuing to evaluate the extent to which it will realize
future benefit of approximately $31.2 million of income taxes
previously paid (deferred tax assets). A valuation allowance (a
non-cash charge) will be established to the extent that, upon
completion of the evaluation, a portion or all of the future
benefit appears to be impaired. Such an allowance would increase
the preliminary net loss reported above for the 12 and 52 weeks
ended November 2, 2002, but would not affect the cash position
of the Company.

On November 20, 2002, Pueblo International, LLC and Pueblo
Entertainment, Inc. opened a new supermarket and video rental
store in Puerto Rico. The $7.0 million facility includes
Pueblo's second supermarket open twenty-four hours a day as it
is located in the tourist area of Isla Verde, a suburb of San
Juan, Puerto Rico.

Cash and cash equivalents at November 2, 2002, were $18.0
million. At that date NSC's subsidiaries had cash borrowings of
$32.0 million and letters of credit outstanding of $3.9 million
pursuant to a revolving credit agreement under which the
Company's subsidiaries are the borrower and NSC is a guarantor.
The total amount of funds available under the revolving credit
agreement is $38.0 million. The $2.1 million that has not been
drawn is reserved for letters of credit. The agreement expires,
by its original terms, on February 1, 2003. However, the related
banks may demand payment at any time. No such demand has been
made and the Company and its subsidiaries are negotiating
proposals to replace the facility.

Nutritional Sourcing Corporation, through its subsidiaries,
operates 48 supermarkets and 42 video rental stores in Puerto
Rico and the U. S. Virgin Islands.


PEREGRINE SYSTEMS: Hiring La Bella & McNamara as Special Counsel
----------------------------------------------------------------
Peregrine Systems, Inc., and its affiliated debtor, Peregrine
Remedy, Inc., ask the U.S. Bankruptcy Court for the District of
Delaware for authority to employ and retain La Bella & McNamara
LLP as Special Compliance and Litigation Counsel, nunc pro tunc
to the Petition Date.  The Debtors want to retain La Bella &
McNamara as their attorneys to provide legal services in
connection with the investigation presently being conducted by
the United Securities and Exchange Commission and the United
States Department of Justice on other regulatory and compliance
issues.

The Debtors want to insure that Peregrine's interests in the
pending matters currently being handled by La Bella & McNamara
continue to be protected and preserved, because any disruption
in the representation will be detrimental to Peregrine's and its
creditors' interests.

La Bella & McNamara agree to receive payment of out-of-pocket
expenses and fees at a 40% discount to the Firm's standard
hourly rates, plus a contingent fee of 20% of any gross
recovery.  The principal attorneys and paralegals presently
designated to represent the Debtors and their current standard
hourly rates are:

     Charles G. La Bella    Partner            $400 per hour
     Thomas W. McNamara     Partner            $325 per hour
     Paul Johnson           Senior Associate   $270 per hour
     Associates                                $225 per hour
     Paralegals                                $120 per hour

La Bella & McNamara is expected to:

     a) represent Peregrine in connection with SEC and
        DOJ investigations;

     b) continue to prosecute the litigation against Arthur
        Andersen et al.;

     c) continue the preparation and prosecution of an action
        against other professionals or individuals; and

     d) provide assistance, as necessary, with the Compliance
        Policy and Compliance Program for Peregrine presently
        being undertaken by in-house counsel.

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


PRIME RETAIL: Completes Sale of 3 Outlet Centers for $132.5 Mil.
----------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced the completion on December 6, 2002 of two separate
transactions involving the sale of three outlet centers for
aggregate cash consideration of $132.5 million.

The first transaction involved the sale of two outlet centers
(collectively, the "Colorado Properties") located in Castle
Rock, Colorado and Loveland, Colorado, which contain an
aggregate of 808,000 square feet of gross leasable area ("GLA").
The Colorado Properties were sold to TGS (U.S.) Realty for cash
consideration of $96.0 million.  The net proceeds from the sale
of the Colorado Properties are expected to be approximately
$12.4 million, after (i) required defeasance of mortgage
indebtedness, (ii) payment of closing costs and expenses and
(iii) release of certain escrowed funds.  The Colorado
Properties were part of a collateral package of fifteen
properties that secured a non-recourse mortgage loan (the "Mega
Deal Loan").  The Mega Deal Loan has an interest rate of 7.782%
and is scheduled to mature on November 11, 2003.

The second transaction involved the sale of Prime Outlets of
Puerto Rico, an outlet center located in Barceloneta, Puerto
Rico, consisting of 176,000 square feet of GLA.  The Puerto Rico
Property was sold to PR Barceloneta, LLC for cash consideration
of $36.5 million.  The net proceeds from the sale are expected
to be approximately $13.9 million, after (i) repayment in full
of $19.2 million of existing first mortgage indebtedness on the
Puerto Rico Property, (ii) payment of closing costs and fees,
(iii) establishment of certain escrows at closing and (iv)
release of certain escrowed funds.  The Company will continue to
manage, market and lease Prime Outlets of Puerto Rico pursuant
to a management agreement with the new owner.

In connection with the sale of the Colorado Properties, $74.8
million of the sales proceeds were used to partially defease the
Mega Deal Loan, reducing the outstanding principal balance of
the Mega Deal Loan to $264.1 million. The Company expects to use
the estimated net proceeds from the sale of the Colorado
Properties and the Puerto Rico Property to make a principal pay
down of approximately $25.2 million on a mezzanine loan obtained
in December 2000 in the original amount of $90.0 million.  After
the expected pay down, the remaining outstanding principal
balance of the Mezzanine Loan will be approximately $5.0
million.  As previously announced, under the terms of a
modification to the Mezzanine Loan completed on November 1,
2002, the Company is required to make mandatory principal
prepayments with net proceeds from asset sales or other capital
transactions of not less than $12.0 million by December 31,
2002.  The pay down of the Mezzanine Loan with the estimated net
proceeds from the sale of the Colorado Properties and the Puerto
Rico Property will satisfy this mandatory principal repayment
requirement.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing
and management of outlet centers throughout the United States.
After the sales described herein, Prime Retail owns and/or
manages 38 outlet centers totaling approximately 10.5 million
square feet of GLA.  The Company also owns 154,000 square feet
of office space.  Prime Retail has been an owner, operator and a
developer of outlet centers since 1988. For additional
information, visit Prime Retail's Web site at
http://www.primeretail.com

                           *    *    *

                   Going Concern Uncertainty

As previously announced, on November 1, 2002, the Company
entered into a modification to the existing terms of the
Mezzanine Loan. Pursuant to the terms of such modification, the
Company is required to make, in addition to regularly scheduled
monthly principal amortization, mandatory principal payments on
the Mezzanine Loan by December 31, 2002, in an aggregate amount
of at least $12.0 million with net proceeds from asset
dispositions or other capital transactions.

The Company has entered into an agreement to sell (i) Prime
Outlets of Puerto Rico, an outlet center located in Barceloneta,
Puerto Rico consisting of 176,000 square feet of gross leasable
area and (ii) certain adjacent parcels of land being developed
for non-outlet retail use. The Company currently expects the
sale of the Puerto Rico Property to close during the fourth
quarter of 2002 and to generate estimated net proceeds, after
repayment of existing mortgage indebtedness and closing costs,
sufficient to satisfy the required December 2002 mandatory
principal repayment amount under the Mezzanine Loan. However,
the sale of the Puerto Rico Property remains subject to
customary closing conditions and, accordingly, there can be no
assurance as to the timing, terms or completion of the proposed
sale.

In addition to the proposed sale of the Puerto Rico Property
discussed above, the Company continues to seek to generate
additional liquidity through other asset sales, financings and
other capital raising activities, however, there can be no
assurance that it will be able to complete such transactions
within the specified period or that such transactions, if they
should occur, will generate sufficient proceeds to make required
payments under the Mezzanine Loan. Any failure to satisfy the
required mandatory principal payments within the specified time
period or the scheduled monthly principal payments under the
terms of the Mezzanine Loan will constitute a default.

Based on the Company's results for the quarters ended June 30,
2002 and September 30, 2002, it is not in compliance with
respect to the debt service coverage ratio under its fixed rate
tax-exempt revenue bonds in the amount of $18.4 million. As a
result of the such noncompliance, the holders of the Affected
Fixed Rate Bonds may elect to put such obligations to the
Company at a price equal to par plus accrued interest. If the
holders of the Affected Fixed Rate Bonds make such an election
and the Company is unable to repay such obligations, certain
cross-default provisions with respect to other debt facilities,
including the Mezzanine Loan may be triggered.

The Company is working with holders of the Affected Fixed Rate
Bonds regarding potential resolution, including forbearance,
waiver or amendment with respect to the applicable provisions.
If the Company is unable to reach satisfactory resolution, it
will look to (i) obtain alternative financing from other
financial institutions, (ii) sell the projects subject to the
affected debt or (iii) explore other possible capital
transactions to generate cash to repay the amounts outstanding
under such debt. There can be no assurance that the Company will
obtain satisfactory resolution with the holders of the Affected
Fixed Rate Bonds or that it will be able to complete asset sales
or other capital raising activities sufficient to repay the
amount outstanding under the Affected Fixed Rate Bonds.

As of September 30, 2002, the Company was in compliance with all
financial debt covenants under its recourse loan agreements
other than the Affected Fixed Rate Bonds. Nevertheless, there
can be no assurance that the Company will remain in compliance
with its financial debt covenants in future periods because its
future financial performance is subject to various risks and
uncertainties, including, but not limited to, the effects of
current and future economic conditions, and the resulting impact
on its revenue; the effects of increases in market interest
rates from current levels; the risks associated with existing
vacancy rates or potential increases in vacancy rates because
of, among other factors, tenant bankruptcies and store closures,
and the resulting impact on its revenue; risks associated with
litigation, including pending and potential tenant claims; and
risks associated with refinancing its current debt obligations
or obtaining new financing under terms less favorable than the
Company has experienced in prior periods.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.


PRIME RETAIL: Elects Gary J. Skoien to Board of Directors
---------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, and PMREO)
announced that Gary J. Skoien has been elected as a member of
the Prime Retail, Inc. Board of Directors.  Mr. Skoien was
elected at a Special Meeting of Preferred Stockholders that was
convened Thursday, December 5, 2002, in Baltimore.

Mr. Skoien replaces Mr. Robert H. Kanner, who resigned as a
Preferred Director on July 12, 2002.  Mr. Skoien will serve out
the balance of Mr. Kanner's term, which will expire at the
Company's Annual Meeting of Shareholders in 2003.  Mr. Skoien is
president, chairman, and chief executive officer of Horizon
Group Properties, Inc., and executive vice president and chief
operating officer of The Prime Group, Inc.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development,
construction, acquisition, leasing, marketing and management of
outlet centers throughout the United States and Puerto Rico.
Prime Retail owns and/or manages 38 outlet centers in 24 states
and Puerto Rico totaling approximately 10.5 million square feet
of GLA.  The Company also owns 154,000 square feet of office
space.  For additional information, visit Prime Retail's web
site at http://www.primeretail.com.


PRIVATE BUSINESS: Lenders Agree to Waive & Amend Credit Covenant
----------------------------------------------------------------
In response to numerous inquiries from the investment community,
Private Business, Inc. (NASDAQ:PBIZ) confirmed that it has
received from its lenders a waiver of the previously announced
non-monetary default of the minimum EBITDA requirement under the
terms of its senior loan agreement, as of September 30, 2002.
The Company also reaffirmed that it has obtained an amendment to
its credit agreement that modifies certain restrictive financial
covenants for the fourth quarter of 2002 and for each quarter of
2003. The waiver and amendment were granted on November 19,
2002, and reported in Company Form 10-Q filed on November 19,
2002.

Private Business, Inc. is a leading provider of cash flow and
retail inventory management solutions for community banks and
middle-market businesses. The Company is headquartered in
Brentwood, Tennessee, and its common stock trades on The NASDAQ
Stock Market under the symbol "PBIZ".


PROTECTION ONE: Douglas T. Lake Resigns as Board Chairman
---------------------------------------------------------
Protection One, Inc. (NYSE: POI) announced that Douglas T. Lake
has resigned as Chairman of the Board of Directors of Protection
One, Inc. and Protection One Alarm Monitoring, Inc., effective
immediately. In addition, at Mr. Lake's request, Westar Energy
has placed Mr. Lake on leave from his position as its Executive
Vice President and Chief Strategic Officer, without pay. Westar
Energy, Inc., owns approximately 87% of the common stock of
Protection One, Inc.

                   About Protection One

Protection One, one of the leading commercial and residential
monitored security services companies in the United States and a
leading security provider to the multifamily housing market
through Network Multifamily, serves more than one million
customers in North America. For more information on
Protection One, go to http://www.ProtectionOne.com.

                        *   *   *

As reported in the Troubled Company Reporter's November 22, 2002
edition, Fitch Ratings has downgraded Protection One, Inc.'s
(POI) senior unsecured notes to 'CCC+' from 'B' and the
company's senior subordinated notes to 'CCC-' from 'CCC+'. These
notes were issued by Protection One Alarm Monitoring, Inc., the
company's wholly owned subsidiary. The Rating Outlook remains
Negative.

The rating actions reflect the company's declining credit
metrics, potential liquidity constraints, and weakened but
stabilizing operating performance. The Negative Rating Outlook
reflects uncertainties regarding POI's ability to refinance the
revolving credit facility, restrictions associated with the
Kansas Corporation Commission (KCC) Order, and the recent
Securities and Exchange Commission (SEC) inquiry.


PROVELL: UST Complains Plan Gives Release for Willful Misconduct
----------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region 2,
objects to the Disclosure Statement filed by Provell, Inc., and
its debtor-affiliates because the document describes an illegal
plan of reorganization.

In her objection, the UST states that the Disclosure Statement
fails to state the basis for certain non-debtor releases which
release parties from willful misconduct and gross negligence.

The UST points out that according to the Disclosure Statement
and the Debtors' Joint Plan of Reorganization, the Debtors'
shareholders, members, officers, directors, employees, advisors,
attorneys, financial advisors, agents or professionals shall be
deemed released from any causes of action that any person could
assert based on any act or omission relating to the Debtors or
their business operations or the Chapter 11 cases on or prior to
the effective date of the Plan.  The Disclosure Statement,
however, does not explain why such a release is proper.

Consequently, the UST asks the U.S. Bankruptcy Court for the
Southern District of New York not to approve the Disclosure
Statement in its current form.

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


QWEST: Will Move to Dismiss Complaint to Block Exchange Offer
-------------------------------------------------------------
Qwest Communications International Inc. (QCII) (NYSE: Q)
announced that in connection with its previously announced
private offer to exchange outstanding debt securities of Qwest
Capital Funding, Inc. (QCF), its wholly-owned subsidiary, in a
private placement for new debt securities, a complaint has been
filed in the United States District Court for the Southern
District of New York against QCII, QCF and Qwest Services
Corporation and certain named individual defendants.

The complaint, purporting to have been filed on behalf of a
group of undisclosed QCF noteholders, alleges, among other
things, with respect to the Exchange Offer and the related
Confidential Offering Memorandum, violations of the Securities
Exchange Act of 1934, and breaches of fiduciary duties and
duties of good faith and fair dealing.  The purported
complainants seek injunctive relief, costs and an undisclosed
amount of monetary damages.  QCII also received a letter from
the law firm purporting to represent the complainants,
requesting that QCII immediately commence negotiations with the
complainants to restructure QCII's balance sheet and extend the
expiration date for the Exchange Offer for 60 days.

Although there can be no assurance as to the ultimate outcome of
this litigation, QCII believes the claims made in the complaint
are without merit and intends to immediately file a motion to
dismiss the complaint.  QCII has separately informed the
purported complainants' law firm that it intends to vigorously
oppose any action that seeks to derail or delay the Exchange
Offer, that it will not enter into negotiations with the
complainants and that it will pursue all legal rights and
remedies to ensure that the interests of Qwest and its various
constituencies, including all noteholders (not just those the
firm purports to represent) are protected.

The company has prepared and is distributing a supplement to the
Confidential Offering Memorandum to update all qualified
noteholders on this litigation.  Qualified noteholders who
desire a copy of the supplement may contact Mellon Investor
Services, the information agent for the offer, toll free at
(866) 293-6625.

                           *    *   *

As reported in the Troubled Company Reporter's November 27, 2002
edition, Standard & Poor's Ratings Services lowered its ratings
on PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust
Series QWS-2 to 'C' and placed them on CreditWatch with negative
implications.

The downgrades and CreditWatch placements follow the Nov. 20,
2002 actions taken on the underlying securities issued by Qwest
Capital Funding Inc., that are also guaranteed by Qwest
Communications International Inc.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com


RAPTOR INVESTMENTS: Losses Raise Going Concern Doubts
-----------------------------------------------------
Raptor Investments Inc. incurred a net loss of $521,067, a
negative cash flow from operations of $969,694 and has an
accumulated deficit of $8,187,485. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

Management's plan for the Company in regards to these matters is
to continue to grow the produce operations of the business
through the J&B Produce subsidiary, which management believes
will provide the necessary revenue and earnings to enhance
shareholder value. Management intends to focus the business on
profitable core customers and reduce costs using inventory
controls. The Company is also actively seeking to refinance  its
long-term debt on terms more favorable to the Company.
Management believes that the actions presently taken to reduce
operating costs and obtain refinancing provide for the Company
to operate as a going concern.

The Company plans to develop into a holding company through the
acquisition of various business operations. Raptor closed on the
Acquisition of J&B Wholesale Produce, Inc. on July 2, 2002.

Raptor completed the acquisition of LBI E Web Communities, Inc.
LBI E Web is an Internet related holding company that currently
owns the following five domain names: FinanceItOnTheWeb.com (a
financial services directory site), Brassbulls.com (a public
relations and financial information site), MyEnumber.com (an
online address book and one stop Rolodex), Homewaiter.com (a
food delivery and information site), and Mimesaro.com (a Spanish
food delivery and information site). The Brassbulls.com website
was completed in April 2002 and is fully operational. LBI E Web
plans to create a network of self-developed websites covering a
diverse universe of subjects.

The Company continues to pursue business consulting contracts
from publicly traded and privately held companies. Raptor plans
to provide consultation in various areas including: mergers and
acquisitions; venture capital; public relations; restructuring
and financing. The Company plans to market its services
to publicly traded and privately held companies through
referrals and advertising in various business publications.

As of September 30, 2002, the Company had a stockholder's equity
of $5,299,305, and as of that same date Raptor incurred net
profit of $24,627. The Company plans to generate revenue in the
future by retaining business consulting clients in the private
and public sector. In addition, the Company plans to seek the
acquisition of additional income producing assets such as J&B
Wholesale Produce, Inc.

The Company completed the acquisition of J&B Wholesale Produce,
Inc. on July 1, 2002. Raptor acquired 100% of the issued and
outstanding common stock Of J&B, a privately held Florida
Corporation, from Gennaro Mugnano in exchange for $ 2,325,000.
J&B is engaged in the wholesale produce business in Florida.
Pursuant to the agreement between Gennaro Mugnano and the
Company, the Company acquired 1000 shares of J&B Common Stock,
and J&B became a wholly-owned subsidiary of the Company.

In order to effectuate the purchase, Raptor and J&B borrowed
$2,825,000. from Gelpid Associates LLC, a Florida Limited
Liability Company. A promissory note in the amount of
$2,825,000. was executed. The Note has a term of three years,
and bears interest at the rate of LIBOR plus ten percent,
adjusted monthly. The minimum monthly payment due under the Note
is accrued interest only. There is no prepayment penalty under
the Note.

The Note is secured by the machinery, equipment, furniture,
fixtures, inventory, accounts receivable, work in progress,
motor vehicles, computer hardware and computer software of J&B.
UCC-1 Financing Statements have been filed by Gelpid and Gelpid
has taken possession of the titles to all of the motor vehicles
owned by J&B as per the Terms of the Loan Agreement between
Raptor and Gelpid. Contemporaneously with the execution of the
Note, Raptor and J&B entered into a loan agreement with Gelpid
which permits Gelpid to either appoint one member to the Board
of Directors of Raptor and J&B, or at the election of Gelpid to
appoint an observer to be present at the meetings of the Board
of Directors of Raptor and J&B.

The loan agreement requires, in addition to the minimum monthly
interest payments under the Note, that the principal balance due
under the Note be reduced by an amount equal to the greater of
$250,000. per annum or 50% of net operating earnings of J&B per
fiscal quarter.

As of September 30, 2002, the Company had not made any payments
to reduce the principal balance under the Note. Gelpid had not
appointed any member to the Board of the Company and had not
appointed any Board observer as of September 30, 2002.


SLI: Signs-Up Ernst & Young as Tax Service Providers, Auditors
--------------------------------------------------------------
SLI, Inc., and its debtor-affiliates ask for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Ernst & Young, LLP as Auditors and Tax Service Providers.

Ernst & Young is expected to:

  1) perform appropriate review procedures, in accordance with
     SAS 71, associated with the quarter-ended September 2002
     Form 10-Q to be filed by the Debtors, and perform an audit
     of the Debtors' financial statements for the fiscal year-
     ended December 2002 and Form 10-K to be filed by the
     Debtors;

  2) finalize procedures associated with the Debtors' 2001
     financial statement and filing of the related Form 500 for
     the SLI 401(k) benefit plan;

  3) provide and IRS Account Analysis and Recovery and Interest
     Netting Study engagement for the Debtors; and

  4) provide general tax advisory services for the Debtors.

Ernst & Young will bill the Debtors at their current standard
hourly rates:

   * Ernst & Young's hourly rates for auditing services are:

          Audit Partner          $436 - $535 per hour
          Audit Senior Manager   $395 to $458 per hour
          Audit Manager          $265 per hour
          Audit Seniors          $216 per hour
          Audit Staff            $102 - $130 per hour

   * Ernst & Young's hourly rates for tax advisory services are:

          Tax Partner            $500 to $596 per hour
          Tax Senior Manager     $488 to $508 per hour
          Tax Manager            $408 to $432 per hour
          Tax Senior             $292 per hour
          Tax Staff              $184 to $188 per hour

SLI, Inc. and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, which includes lamps, fixtures and ballasts. The
Company filed for chapter 11 protection on September 9, 2002 in
the U.S. Bankruptcy Court for the District of Delaware. Gregg M.
Galardi, Esq. at Skadden, Arps, Slate, Meagher represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $830,684,000 in
total assets and $721,199,000 in total debts.


SLOAN'S AUCTION GALLERIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Sloan's Auction Galleries, Ltd.
        4920 Wyaconda Road
        North Bethesda, Maryland 20852

Bankruptcy Case No.: 02-23901

Type of Business: One of America's oldest auction houses.

Chapter 11 Petition Date: December 3, 2002

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: Bradford F. Englander, Esq.
                  Linowes and Blocher LLP
                  1010 Wayne Avenue, Tenth Floor
                  Silver Spring, Maryland 20910
                  Tel: 301-588-8580


SPECTRASITE: Court Sets Plan Confirmation Hearing for Jan. 28
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina conditionally approved the Disclosure Statement
pertaining to the Chapter 11 Plan filed by SpectraSite Holdings,
Inc.

The Court fixes January 21, 2003 as the last day for filing and
serving written objections to the Disclosure Statement and the
Plan.  Any objections to the Disclosure Statement shall be
considered on a hearing on January 28, 2003.  If the Disclosure
Statement is finally approved by then, the confirmation of the
Plan will also be held on the same date.

All objections shall be in writing and must comply with the
Federal Rules of the Bankruptcy Procedure which must set forth:

(1) the name of the objector, and nature and amount of any
     claim or interest asserted against the estate, and

(2) the legal and factual basis for the objection or proposed
     modification

All objections must be filed with the Clerk of the United States
Bankruptcy Court for the Eastern District of North Carolina,
Raleigh Division, P.O. Box 1441, Raleigh, North Carolina 27602
on or before 4:00 p.m. (Eastern Standard Time) of the Objection
Deadline.

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.

Spectrasite Holdings Inc.'s 12.875% bonds due 2010 (SITE10USR2)
are trading between 22.5 and 24.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SITE10USR2
for real-time bond pricing.


TEXAS PETROCHEM: S&P Affirms Low-B and Junk Ratings
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'CCC+' subordinated debt rating on Texas
Petrochemicals Corp. following the company's successful
refinancing of its bank loan.

Standard & Poor's said that the ratings were also removed from
CreditWatch, where they were placed with negative implications
on September 30, 2002. The Houston, Texas-based company had
about $352 million in total debt outstanding as of September 30,
2002. The current outlook is negative.

"The affirmation follows the announcement that Texas
Petrochemicals has completed the refinancing of its bank credit
facility, which was previously scheduled to mature on Dec. 31,
2002", said Standard & Poor's credit analyst Franco DiMartino.
"The refinancing extends the maturity of the revolving facility
and the term loan to late 2005 and provides approximately $40
million in additional liquidity, subject to borrowing base
limitations and compliance with financial covenants". Standard &
Poor's said that nonetheless, the ratings incorporate
recognition of the deterioration in the company's credit profile
resulting from continued disappointing operating results and a
sizable debt burden.

Standard & Poor's said that the affirmed ratings on Texas
Petrochemicals Corp. reflect the company's below-average
business position as a mid-tier petrochemical producer, and a
very aggressive financial profile.


TRANSWESTERN PUBLISHING: S&P Ups Rating on Strong Fin'l Profile
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on TransWestern Publishing Co. LLC and its holding
company parent, TransWestern Holdings L.P., to double-'B'-minus
from single-'B'-plus due to improving financial profile and the
expectation for further strengthening in the intermediate term.

The outlook is stable for this San Diego, California-
headquartered independent publisher of yellow pages. The company
has about $475 million of debt outstanding.

"The company is starting to generate more meaningful levels of
free operating cash flow in 2002, reflecting higher revenues
from new customer additions, price increases, greater amounts of
advertising by existing customers, as well as improved operating
efficiencies," said Standard & Poor's credit analyst Donald
Wong. Standard & Poor's expects TransWestern to use these funds
primarily for debt reduction in coming periods. In November,
about half, or $29 million principal amount, of the holding
company notes were redeemed with cash on hand.

Ratings stability reflects the expectation that TransWestern
will focus on lowering its debt levels in the near term, while
growing its cash flow base. Although the company will continue
to evaluate investment opportunities in the intermediate term,
Standard & Poor's expects that TransWestern's overall financial
profile will remain supportive of the ratings.


TRANSWITCH: Liquidity Issues Spur S&P to Change Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Traswitch Corp. At
the same time, Standard & Poor's revised the company's outlook
to negative from stable. The outlook revision reflects
diminished liquidity and ongoing cash usage, stemming from a
severe decline in the company's markets. Transwitch's quarterly
revenue run rate has been below $5 million and negative free
cash flow has been about $20 million per quarter since June of
2001.

Shelton, Connecticut-based Transwitch provides programmable
chips used in several broadband communications applications. It
had $115 million of debt outstanding as of September 2002.

The company may face difficulties increasing revenues from a
very low base, given substantial competition and a rapidly
evolving technology environment in the communications equipment
market.

Standard & Poor's does not expect revenues to improve materially
over the near term. Despite several new design wins from
customers, Transwitch's revenues are driven by new orders, which
have slowed dramatically.

"The spending outlook for Transwitch's communications equipment
customers remains depressed. Failure to materially decrease cash
usage rates could lead to a downgrade," said Standard & Poor's
credit analyst Emile Courtney.

The chips made by Transwitch are specialized for core functions
in communications systems, including switching, mapping,
framing, and, multiplexing signals at key access points as they
are transported over voice and data lines. Wafer foundries
fabricate all of Transwitch's chips.

While cash and investments of $221 million still exceed debt of
$115 million, Transwitch will be challenged to materially
improve its cash usage rate over the near term.


TRENWICK GROUP: Reaches Agreement With Lloyd's LOC Providers
------------------------------------------------------------
Trenwick Group Ltd. (NYSE:TWK) announced that it had reached an
agreement in principle with its Lloyd's letter of credit
providers and that it would be underwriting at Lloyd's in 2003.

The letter of credit providers have agreed in principle to the
renewal of $182 million of letters of credit supporting
Trenwick's Lloyd's underwriting operations. The provision of
letters of credit to Lloyd's is subject to the completion of
final documentation. With additional capital provided by
Trenwick and its previously announced agreement with National
Indemnity Company, an affiliate of the Berkshire Hathaway Group,
Trenwick's anticipated Lloyd's underwriting capacity for 2003 is
up to $500 million.

Michael Watson, Chairman and Chief Executive Officer of Trenwick
Managing Agents Limited, said, "I am delighted that we are able
to confirm our plans for 2003. Trenwick's Lloyd's capacity in
2003 will allow it the flexibility to develop its business next
year and participate further in market conditions which we
believe will continue to be very favorable."

Trenwick also announced that it has hired Greenhill & Co, LLC as
its financial advisor. Greenhill & Co., a recognized leader in
providing advisory services in financial restructuring
transactions, has been hired by Trenwick to assist it in
evaluating and implementing a restructuring of its outstanding
indebtedness and preferred equity.

Trenwick also announced that Trenwick International Limited, its
specialty London market insurance company, has ceased to
underwrite new business. Trenwick will continue to administer
and pay claims in connection with the insurance policies
previously underwritten by Trenwick International Limited.
Trenwick will record a charge in the fourth quarter of 2002 for
the expenses it expects to incur in connection with the
termination of Trenwick International Limited's underwriting
business.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer of Trenwick, stated, "These actions represent
significant steps in the right direction for Trenwick. The $182
million of letter of credit and continued support from National
Indemnity Company, Berkshire Hathaway's affiliate, for
Trenwick's Lloyd's underwriting operation allows us to continue
to support those portions of our business which we believe will
produce the best results for our policyholders, creditors and
shareholders."

                    Background Information

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London operations.

                          *   *   *

As reported in the Troubled Company Reporter's December 5, 2002
edition, Fitch Ratings has lowered its long-term and senior debt
ratings on Trenwick Group, Ltd., and its subsidiaries, to 'CC'
from 'CCC'. In addition, Fitch has lowered its ratings on
Trenwick's preferred capital securities to 'C' from 'CC' and its
preferred stock to 'C' from 'CC'. The ratings remain on Rating
Watch Evolving.

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


UAL CORP: Files For Chapter 11 Reorganization in Illinois
---------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
announced it and certain of its U.S. subsidiaries have filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division in Chicago.

The Chapter 11 process will facilitate UAL's restructuring
which is designed to restore the company to long-term financial
health while operating in the normal course of business.

UAL said that during its Chapter 11 case, it will maintain
its ability to continue its global operations and continue its
long-standing commitment to its customers, safety and
reliability. Chapter 11 permits a company to continue operations
in the normal course while it develops a plan of reorganization
to address its existing debt, capital and cost structures.

Glenn F. Tilton, chairman, president and chief executive officer
of UAL, said, "United Airlines will continue to provide
customers with the same experience and level of service they
have come to expect. We stand by our commitment to provide
customers with convenient schedules, quality onboard services
and the most extensive route network in the U.S. and abroad.
Most importantly, throughout this process, customer safety will
continue to be our number one priority. We have a solid record
as a safe and reliable airline, and we intend to maintain and
build upon that record."

UAL stressed that it is business as usual and that current
and future tickets on United flights will be honored, and United
will continue to participate fully in the Star Alliance. Mileage
Plus participants continue to be able to accrue and redeem
mileage on United and all partner airlines. The company said
that its other code-share agreements will not be affected by the
filing. Red Carpet Clubs remain open and ready to serve
customers.

To ensure the smooth operation of the airline, the company
said that it has requested relief from the bankruptcy court
allowing it to, among other things, continue customer programs
including Mileage Plus and Red Carpet Clubs, continue making
regular and timely payments to fuel vendors, hotels and other
services, obtain debtor-in-possession financing, assume
clearinghouse and interline contracts and pay employee salaries,
wages and benefits without interruption.

UAL reported that in conjunction with its filing, it has
arranged commitments for $1.5 billion in debtor-in-possession
(DIP) financing. The DIP financing is structured as a $300
million facility from Bank One and a $1.2 billion facility from
a group that is led by J.P. Morgan Chase and Citibank, and
includes CIT Group and Bank One.  Access to $700 million of the
$1.2 billion facility is subject to certain terms of the
facility. Such terms require that the company achieve
performance milestones under its business plan, which include
substantial cost savings in the near term. In addition to
approximately $800 million in unrestricted cash-on-hand, the DIP
financing will provide adequate liquidity to meet the
anticipated needs of UAL and all of its operating units to
continue normal operations throughout the Chapter 11 process.

Included in the filing are UAL Corp., United Airlines, Inc.
and twenty-six other direct and indirect U.S. subsidiaries.

Tilton continued, "We have begun the hard work of
transforming our airline, and over the last several months have
made progress in responding more effectively to changes in the
marketplace and reducing the size of our airline to match
demand. However, at this stage, reorganization through Chapter
11 offers the best way to provide uninterrupted service to our
customers around the world, safeguard the value of our
businesses and assets, and, ultimately, emerge as a stronger,
healthier and more competitive airline."

             Using Chapter 11 to Strengthen Our Future

Since the tragic events of September 11, 2001 and the
slowdown of the economy, United has faced significant financial
and operational challenges. Changes in consumer behavior,
particularly the reduction in business travel and the changes in
business travel patterns, have led to a significant decline in
revenues for United. Additionally, the company faced $875
million in debt maturities due during the fourth quarter of
2002. Given the changed operating environment, UAL determined
that it had to implement far-reaching changes to its business to
secure its position as a leading global airline.

The company said that the Chapter 11 process is the best
means to facilitate the implementation of necessary changes to
the business to bring costs and operations in line with the new
business environment. Additionally, Chapter 11 gives the company
access to new capital through DIP financing not otherwise
available.

Over the coming months, UAL will work with its creditors,
union leaders, employee groups and other stakeholders to develop
a plan of reorganization that will serve as a roadmap for
United's future. United's costs are among the highest in the
industry and the company faces costly, restrictive work rules.
The company said that it will look at every aspect of its
operations - including work rules, fleet mix and routes - and
make changes that will ensure United continues to be a major
player in the global airline industry. The company said that
although its restructuring may result in route or service
changes, it is committed to remaining a full service global
airline and a key member of the Star Alliance, the world's most
extensive airline alliance. UAL's plan of reorganization will be
filed with the court at a later date.

Tilton continued, "During the Chapter 11 process, we will go
further and deeper in our efforts to reduce our costs. We are
developing a very compelling plan of reorganization that will
enable us to successfully emerge as a stronger company with a
competitive cost structure. It is our goal to complete this
process within 18 months. I am confident that we can restore
profitability and reestablish United as the world's premier
global carrier. Our best days are ahead of us."

UAL's legal counsel is Kirkland & Ellis. Rothschild Inc. is
providing UAL with financial advisory services.


UAL CORPORATION: Case Summary & 36 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: UAL Corporation
             P.O. Box 66919
             Chicago, Illinois  60666
             Telephone: (847) 700-4000
             Fax: (847) 700-4081

Bankruptcy Case No.: 02-48191

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     UAL Loyalty Services, Inc.                 02-48192
     Confetti, Inc.                             02-48193
     Mileage Plus Holdings, Inc.                02-48194
     Mileage Plus Marketing, Inc.               02-48195
     MyPoints.com, Inc.                         02-48196
     Cybergold, Inc.                            02-48197
     itarget.com, inc.                          02-48198
     MyPoints Offline Services, Inc.            02-48199
     UAL Company Services, Inc.                 02-48200
     Four Star Leasing, Inc.                    02-48201
     Air Wis Services, Inc.                     02-48202
     Air Wisconsin, Inc.                        02-48203
     Domicile Management Services, Inc.         02-48204
     UAL Benefits Management, Inc.              02-48205
     United BizJet Holdings, Inc.               02-48206
     BizJet Charter, Inc.                       02-48207
     BizJet Fractional, Inc.                    02-48208
     BizJet Services, Inc.                      02-48209
     United Air Lines, Inc.                     02-48210
     Kion Leasing, Inc.                         02-48210
     Premier Meeting and Travel Services, Inc.  02-48212
     United Aviation Fuels Corporation          02-48213
     United Cogen, Inc.                         02-48214
     Mileage Plus, Inc.                         02-48215
     United GHS, Inc.                           02-48216
     United Worldwide Corporation               02-48217
     United Vacations, Inc.                     02-48218

Type of Business: Airline

Chapter 11 Petition Date: December 9, 2002

Court: Northern District of Illinois (Eastern Division)

Judge: Eugene R. Wedoff

Debtors' Counsel: James H.M. Sprayregen, Esq.
                  Marc Kieselstein, Esq.
                  David R. Seligman, Esq.
                  Steven R. Kotarba, Esq.
                  KIRKLAND & ELLIS
                  Aon Center
                  200 East Randolph Drive
                  Chicago, Illinois 60601
                  Telephone (312) 861-2000
                  Fax (312) 861-2200

Total Assets: $24,190,000,000

Total Debts: $22,787,000,000

Debtor's 36 Largest Unsecured Creditors:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Bank of New York              Unsecured Bonds      $371,000,000
101 Barclay Street, 8W        11.21% Series B
New York, NY 10286            Debentures due
Attn: Tom Zakrzewski          May 1, 2014
Telephone (212) 815-2495
Fax (212) 815-5704


Bank of New York              Unsecured Bonds      $370,200,000
101 Barclay Street, 8W        10.67% Series A
New York, NY 10286            Debentures due
Attn: Tom Zakrzewski          May 1, 2004
Telephone (212) 815-2495
Fax (212) 815-5704


Bank of New York              Unsecured Bonds      $300,000,000
101 Barclay Street, 8W        10.25% Debentures
New York, NY 10286            due July 15, 2021
Attn: Tom Zakrzewski
Telephone (212) 815-2495
Fax (212) 815-5704


Bank One Trust                Unsecured Bonds      $261,415,000
Mail Code INI-0152            6.875% City and
11 Monument Circle            County of Denver,
Indianapolis, IN 46277        CO Special
Attn: John Pease              Facilities Airport
Telephone (317) 321-7852      Revenue Bonds,
Fax (614) 244-5188            Series 1992A due
                              October 1, 2032


Bank of New York              Unsecured Bonds      $250,000,000
101 Barclay Street, 8W        9.75% Debentures
New York, NY 10286            due August 15, 2021
Attn: Tom Zakrzewski
Telephone (212) 815-2495
Fax (212) 815-5704


Bank One Trust                Unsecured Bonds      $220,705,000
Mail Code INI-0152            6.50% Indianapolis
11 Monument Circle            Airport Authority
Indianapolis, IN 46277        Special Facility
Attn: John Pease              Revenue Bonds,
Telephone (317) 321-7852      Series 1995A due
Fax (614) 244-5188            November 15, 2031


Bank of New York              Unsecured Bonds      $200,000,000
101 Barclay Street, 8W        9.125% Debentures
New York, NY 10286            due Jan. 15, 2012
Attn: Tom Zakrzewski
Telephone (212) 815-2495
Fax (212) 815-5704


Wells Fargo                   Unsecured Bonds      $190,240,000
MAC E28180176                 5.75% California
708 Wilshire Boulevard        Statewide
17th Floor                    Communities
Los Angeles, CA 90017         Development Authority
Attn: Jeanue Mar              Special Facilities
Telephon (213) 614-2249       Revenue Bonds Series
Fax (213) 614-3355            1997 (LAX) due
                              October 1, 2034


Indiana Dept. of Commerce     Contract             $162,000,000
Office of the Lt. Gov.        (Contingent Claim)
Indianapolis, IN 46204
Attn: Joseph E. Kerman
Telephone (317) 232-8800
Fax (317) 232-4788


     - and -


City of Indianapolis
200 East Washington St.
Room 2501
Indianapolis, IN 46204
Attn: Bart Peterson, Mayor
Telephone (317) 327-2234
Fax (317) 327-3980


     - and -


Indianapolis Airport Authority
2500 South High School Road
Box 100
Indianapolis, IN 46241
Attn: David Roberts
Telephone (317) 487-9594
Fax (317) 487-5034


Wells Fargo                   Unsecured Bonds      $154,845,000
MAC E28180176                 5.70% California
708 Wilshire Boulevard        Statewide
17th Floor                    Communities
Los Angeles, CA 90017         Development Authority
Attn: Jeanue Mar              Special Facilities
Telephon (213) 614-2249       Revenue Bonds Series
Fax (213) 614-3355            1997 Series A (SFO)
                              due October 1, 2033


Bank of New York              Unsecured Bonds      $150,000,000
101 Barclay Street, 8W        9.000% Notes due
New York, NY 10286            December 15, 2003
Attn: Tom Zakrzewski
Telephone (212) 815-2495
Fax (212) 815-5704


Bank One Trust                Unsecured Bonds      $149,370,000
Mail Code INI-0152            6.30% City of
11 Monument Circle            Chicago Special
Indianapolis, IN 46277        Facilities Revenue
Attn: John Pease              Refunding Bonds
Telephone (317) 321-7852      Series 2001C due
Fax (614) 244-5188            May 1, 2016


Bank of New York              Unsecured Bonds      $121,000,000
Midwest Trust Company         5.35% City of
Two North LaSalle Street      Chicago Special
Suite 1020                    Facilities Revenue
Chicago, IL 60602             Refunding Bonds
Attn: Daryl Pornykala         Series 1999A due
Telephone (312) 827-8526      September 1, 2016
Fax (312) 827-8523


Bank One Trust                Unsecured Bonds      $102,570,000
Mail Code INI-0152            5.80% City of
11 Monument Circle            Chicago Special
Indianapolis, IN 46277        Facilities Revenue
Attn: John Pease              Refunding Bonds
Telephone (317) 321-7852      Series 2001A-1 due
Fax (614) 244-5188            November 1, 2035


Bank One Trust                Unsecured Bonds      $100,000,000
Mail Code INI-0152            6.375% City of
11 Monument Circle            Chicago Special
Indianapolis, IN 46277        Facilities Revenue
Attn: John Pease              Refunding Bonds
Telephone (317) 321-7852      Series 2001A-2 due
Fax (614) 244-5188            November 1, 2035


Bank One Trust                Unsecured Bonds       $80,500,000
Mail Code INI-0152            5.55% Massachusetts
11 Monument Circle            Port Authority
Indianapolis, IN 46277        Special Facility
Attn: John Pease              Revenue Bonds,
Telephone (317) 321-7852      Series 1999A due
Fax (614) 244-5188            October 1, 2029



Bank One Trust                Unsecured Bonds       $49,280,000
Mail Code INI-0152            6.10% City of
11 Monument Circle            Chicago Special
Indianapolis, IN 46277        Facilities Revenue
Attn: John Pease              Refunding Bonds
Telephone (317) 321-7852      Series 2001B due
Fax (614) 244-5188            November 1, 2035


Airbus                        Trade -- Aircraft     $47,632,981
198 Van Buren St.             maintenance parts
Suite 300                     and services
Herndon, VA 20170
Attn: Clyde Kizer
Telephone (703) 834-3526
Fax (703) 834-3464


Bank of New York              Unsecured Bonds       $40,275,000
Midwest Trust Company         5.35% City of
Two North LaSalle Street      Chicago Special
Suite 1020                    Facilities Revenue
Chicago, IL 60602             Refunding Bonds
Attn: Daryl Pornykala         Series 1999B due
Telephone (312) 827-8526      April 1, 2011
Fax (312) 827-8523


U.S. Bank Trust, N.A.         Unsecured Bonds       $38,360,000
Trust Center                  6.57% City of Chicago
Corporate Trust Services      Special Facilities
180 East 5th Street           Revenue Refunding
St. Paul, MN 55101            Bonds Series 2000A
Attn: Erik Starkman           due November 1, 2011
Telephone (651) 244-8884
Fax (651) 244-8884
     - and -
Attn: Good Ubani
Telephone (651) 244-8497
Fax (651) 233-8208


Wells Fargo                   Unsecured Bonds       $34,590,000
MAC E28180176                 6.25% California
708 Wilshire Boulevard        Statewide
17th Floor                    Communities
Los Angeles, CA 90017         Development Authority
Attn: Jeanue Mar              Special Facilities
Telephon (213) 614-2249       Revenue Bonds Series
Fax (213) 614-3355            2001 (LAX) due
                              October 1, 2035


U.S. Bank Trust, N.A.         Unsecured Bonds       $34,390,000
Trust Center                  6.875% Facilities
Corporate Trust Services      Lease Refunding
180 East 5th Street           Revenue Bonds
St. Paul, MN 55101            Issue 1992 (LAX)
Attn: Erik Starkman
Telephone (651) 244-8884
Fax (651) 244-8884
     - and -
Attn: Good Ubani
Telephone (651) 244-8497
Fax (651) 233-8208


U.S. Bank Trust, N.A.         Unsecured Bonds       $34,235,000
Trust Center                  5.65% New York City
Corporate Trust Services      Industrial
180 East 5th Street           Development Agency
St. Paul, MN 55101            Special Facility
Attn: Erik Starkman           Revenue Bonds,
Telephone (651) 244-8884      Series 1997
Fax (651) 244-8884
     - and -
Attn: Good Ubani
Telephone (651) 244-8497
Fax (651) 233-8208


Bank of New York              Unsecured Bonds       $33,200,000
Western Trust Company         5.70% California
550 Kearney St., Suite 600    Statewide
San Francisco, CA 94108       Communities
Attn: Milly Canessa           Development Authority
Telephone (415) 263-2420      Special Facilities
Fax (415) 399-1647            Revenue Bonds 2000
                              Series A (SFO) due
                              October 1, 2034


HSBC Bank USA                 Unsecured Bonds       $32,365,000
452 Fifth Avenue              6.05% Miami Dade
New York, NY 10018            County Industrial
Attn: Peter S. Worlfrath      Development
Telephone (212) 525-1403      Authority Special
Fax (212) 525-1300            Facility Revenue
                              Bonds, Series 2000,
                              due March 1, 2035


U.S. Bank Trust, N.A.         Unsecured Bonds       $25,000,000
Trust Center                  8.80% Regional
Corporate Trust Services      Airports
180 East 5th Street           Improvement
St. Paul, MN 55101            Corporation Revenue
Attn: Erik Starkman           Bonds Issue of 1984
Telephone (651) 244-8884      (LAX), due
Fax (651) 244-8884            November 15, 2021
     - and -
Attn: Good Ubani
Telephone (651) 244-8497
Fax (651) 233-8208


Galileo International         Trade -- Catering     $14,420,019
One Campus Drive              system and
Parsippany, NJ 07054          network fees
Attn: George Alvord
Telephone (973) 766-3902
Fax (973) 766-6565


Galileo International         Trade -- Reservation  $12,973,990
One Campus Drive              system and
Parsippany, NJ 07054          network fees
Attn: Scott Thompson
Telephone (973) 214-7305
Fax (973) 496-7001


Denver Airport Revenue Fund   Airport rents         $12,690,051
City & County of Denver       and fees
Department of Aviation
8500 Pena Blvd.
Denver, CO 80249
Attn: Vicki Braungel
Telephone (303) 342-2215
Fax (303) 342-2215


San Francisco Airports        Airport rents          $7,559,019
   Commission                 and fees
International Terminal
5th Floor
San Francisco, CA 94128
Attn: John Martin
Telephone (650) 821-4526
Fax (650) 821-5005


Atlantic Coast Airlines       Trade -- United        $4,600,000
45200 Business Court          Express
Dulles, VA 20166-9102
Attn: Tracy Smith
Telephone (703) 650-6177
Fax (703) 650-6299


Pratt & Whitney               Trade -- Aircraft      $3,987,456
Commercial Engine Business    maintenance parts
400 Main St.
M/S 115-94
East Hartford, CT 06108
Attn: Robert Ledue
Telephone (860) 565-4321
Fax (860) 565-3814


LSG Sky Chefs                 Trade -- Catering      $3,500,091
524 E. Lamar Blvd.
Attn: Randall Boyd
Arlington, TX 76011
Telephone (817) 792-2191
Fax (817) 792-2222


Argenbright, Inc.             Trade -- Security      $3,378,522
3465 N. Desert Drive          and airport
Atlanta, GA 30844             services
Attn: Dan DiGiusto
Telephone (800) 338-5143
Fax (404) 267-2230


AT&T                          Trade -- Utility       $3,099,745
227 West Monroe               service
Chicago, IL 60606
Attn: Tim Akers
Telephone (312) 230-5300
Fax (312) 230-8055


Metropolitan Washington       Airport rents          $2,751,774
   Airport Authority          and fees
One Aviation Circle
Washington, DC 20001
Attn: James Wilding
Telephone (703) 417-8610
Fax (703) 417-8949


Boeing Company                Trade -- Aircraft      $2,388,919
14423 SE Eastgate Way         maintenance parts
Bellevue, WA 98006            and services
Attn: Mark Owen               (Disputed Claim)
Telephone (425) 237-8305
Fax (425) 865-7896


UAL CORP: Wage Cuts for Employees Go into Effect Next Week
----------------------------------------------------------
United Airlines (NYSE: UAL) announced that in an effort to
address its continued losses and control costs, the company has
included in its Chapter 11 filing an immediate initial pay cut
for officers and salaried and management employees.  The company
this week will begin discussions with the leadership of its
unions to reach consensual agreement on how represented
employees will contribute to the company's cost-control efforts.
"Filing for Chapter 11 is the means by which we can stem
United's continued losses and get our costs under control so we
can transform our company into a more competitive airline," said
Glenn Tilton, United's chairman, president and chief executive
officer.  "We have said for some time now that reducing labor
costs are a critical component of our recovery effort and will
need to be implemented as soon as possible."

United's officers will take an immediate pay cut averaging 11
percent of their annual base pay.  Salaried and management
employees' wage reductions will be based on current wages,
ranging from 2.8 percent for employees earning $30,000 or less,
up to 10.7 percent for employees at the highest management
salary level.  The wage reductions are effective Dec. 16.   In
addition to their wage reductions, all salaried and management
employees have forgone their planned 2002 merit salary increase
and a 2002 incentive payment.

United said that during its Chapter 11 case, it will maintain
its ability to continue its global operations and continue its
long-standing commitment to its customers, safety and
reliability.


UNIROYAL TECH: Wants Court to Fix February 19 as Claims Bar Date
----------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates want
the U.S. Bankruptcy Court for the District of Delaware to fix
February 19, 2003, as the Claims Bar Date -- the deadline by
which all creditors wishing to assert a claim must file their
proofs of claim or be forever barred from asserting that claim.
The Debtors point out that scheduling this Bar Date will enable
the Debtors to receive, process, and begin their initial
analysis of creditors' claims in a timely and efficient manner.

All proofs of claim, to be deemed timely filed must be received
on or before 4:00 p.m. of the Bar Date by Bankruptcy Services,
LLC on this address:

          UTC Claims Processing Center
          P.O. Box 5071
          FDR Station, New York 10150-5071

                      or

          UTC Claims Processing Center
          70 East 55 Street, 6th Floor
          New York, New York 10022

The Debtors identify 6 types of claims that will be exempt from
the Bar Date:

     a) claims already properly filed with the Court;

     b) claims not listed on the Debtors' Schedules as disputed,
        contingent or unliquidated and does not dispute the
        amount or nature of claims;

     c) claims under Section 507(a) of the Bankruptcy Code as an
        administrative expense of the Debtors' chapter 11 cases;

     d) claims of any directions or officers of the Debtors for
        indemnification, contribution or subrogation;

     e) claims of one Debtor against another Debtor; and

     f) claims previously allowed by order of the Court.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products. The
Company filed for chapter 11 protection on August 25, 2002 Eric
Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at The Bayard
Firm represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from its creditors, it listed
$85,842,000 in assets and $68,676,000 in debts.


US AIRWAYS: Reports November 2002 Traffic
-----------------------------------------
US Airways reported that revenue passenger miles for November
2002 decreased 9.0 percent compared to November 2001, while
available seat miles for the month were down 12.0 percent
compared to the same period last year.  The passenger load
factor for November 2002 was 65.9 percent, a 2.2 percentage-
point increase compared to November 2001.

Year-to-date, revenue passenger miles decreased 13.7 percent
compared to the first eleven months of 2001, while available
seat miles decreased 15.8 percent.  The year-to-date passenger
load factor was 70.9 percent, an increase of 1.7 percentage
points compared to the same period in 2001.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported that revenue passenger miles for November 2002
increased 18.3 percent compared to November 2001, while
available seat miles increased 14.3 percent.  The passenger load
factor for the month was 54.2 percent, an increase of 1.8
percentage points compared to the same period in 2001.

Year-to-date revenue passenger miles for the three wholly owned
US Airways Express carriers increased 10.0 percent compared to
the first eleven months of 2001, while available seat miles
increased 13.0 percent.  The year-to-date passenger load factor
was 53.1 percent, a decrease of 1.5 percentage points compared
to the same period in 2001.

Operationally, US Airways ended the month by completing 99.6
percent of its scheduled flights.

System mainline passenger unit revenue for November 2002 is
expected to increase between 0.5 percent and 1.5 percent
compared to November 2001, which is a decrease of between 22.5
percent and 23.5 percent compared to November 2000.

Two of the heaviest travel days of the Thanksgiving Holiday
(Sunday and Monday) this year took place in December versus
November, thus affecting the year-over-year comparisons.

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.


WARNACO GROUP: Wants Court Nod on Settlement with Linda Wachner
---------------------------------------------------------------
To settle the dispute on Linda Wachner's Proof of Claim, Warnaco
Group, Inc., and its debtor-affiliates, The Bank of Nova Scotia
and Citibank, N.A. in their capacity as Debt Coordinators for
the Debtors' Prepetition Secured Lenders, and the Official
Committee of Unsecured Creditors, on one hand, and Linda J.
Wachner, on the other hand, entered into a Settlement Agreement
on November 15, 2002.  Under the Settlement Agreement, the
Parties agree that:

   (i) Ms. Wachner will hold an Allowed Administrative Claim in
       these cases for $200,000 that will be paid in full in
       cash on the effective date of a plan of reorganization
       for the Debtors and an allowed prepetition, non-priority
       unsecured claim in these cases for $3,500,000, which will
       be treated under Class 5 of the First Amended Plan;

  (ii) Ms. Wachner will withdraw the Wachner Claim with
       prejudice; and

(iii) Ms. Wachner will fully release, among others, the
       Debtors, the Debt Coordinators, the Debtors' prepetition
       secured lenders and the Committee.

Kelly A. Cornish, Esq., at Sidley Austin Brown & Wood LLP, in
New York, asserts that the Settlement Agreement should be
approved pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure because:

   (a) although the Debtors, the Debt Coordinators and the
       Committee believe that they would ultimately prevail in a
       litigation, there is some risk of an outcome that is
       adverse to the Debtors' estates as Ms. Wachner provides a
       strong argument on the issue;

   (b) the settlement will avoid additional substantial legal
       fees and expenses and other costs necessitated by the
       litigation, including costs associated with further
       document production, review of those documents,
       depositions, and hearing;

   (c) the settlement fully and finally resolves any disputes
       related to Ms. Wachner's Claim at a reasonable cost to
       the estates; and

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

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement. (Warnaco Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WR GRACE: Sealed Air Board Approves Litigation Settlement Pact
--------------------------------------------------------------
Sealed Air Corp. (NYSE:SEE) announced that the Company's Board
of Directors has approved the terms of the previously announced
agreement in principle with the Committee of Asbestos Personal
Injury Claimants and the Committee of Asbestos Property Damage
Claimants in the W.R. Grace bankruptcy proceeding.

The Sealed Air Board also authorized the Company's management to
complete a definitive settlement agreement consistent with those
terms. Sealed Air has been advised that the Committee of
Asbestos Personal Injury Claimants and the Committee of Asbestos
Property Damage Claimants have also approved the terms of the
agreement in principle.

Sealed Air is a leading global manufacturer of a wide range of
food, protective and specialty packaging materials and systems,
including such widely recognized brands as Bubble Wrap air
cellular cushioning, Jiffy protective mailers and Cryovac food
packaging products. For more information about Sealed Air
Corporation, visit the Company's Web site at
http://www.sealedair.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC         (938)       8,901     (634)
Alliance Imaging        AIQ         (79)         658       25
Alaris Medical          AMI         (47)         573      129
Amylin Pharm Inc.       AMLN         (3)          63       47
Amazon.com              AMZN     (1,440)       1,637      286
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127       17
Alliance Resource       ARLP        (47)         291       (2)
American Standard       ASD         (90)       4,831      208
Actuant Corp            ATU         (44)         294       18
Avon Products           AVP         (46)       3,193      428
Saul Centers Inc.       BFS         (24)         346      N.A.
Choice Hotels           CHH         (64)         321      (28)
Chippac Inc.            CHPC        (23)         431      (18)
Caremark Rx, Inc.       CMX        (772)         874      (31)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Gamestop Corp.          GME          (4)         607       31
Hollywood Entertainment HLYW       (113)         718     (271)
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Inveresk Research Group IRGI         (7)         302     (115)
Gartner Inc             IT          (34)         839      (79)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharm            LGND        (58)         117       22
Level 3 Comm Inc.       LVLT        (65)       9,316      642
Mega Blocks Inc.        MB          (37)         106       56
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
Petco Animal            PETC        (86)         473       68
Proquest Co.            PQE         (45)         628     (140)
Playtex Products        PYX         (44)       1,105      108
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (314)       1,093      727
United Globalcom        UCOMA    (3,284)       9,039   (8,279)
United Defense I        UDI        (166)         912      (55)
Valassis Comm.          VCI         (66)         363       10
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)
Expressjet Holdings     XJT        (214)         430       52

                          *********

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 ***