TCR_Public/021211.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 11, 2002, Vol. 6, No. 245    

                          Headlines

ABRAXAS PETROLEUM: Commences Exchange Offer for 11-1/2% Notes
ABRAXAS: Files Amended 8-K Detailing Canadian Asset Sale
ADELPHIA BUSINESS: Murdock Seeks Stay Relief to Prosecute Suit
ADELPHIA BUSINESS: Will Provide Voice & Data Services to GIANT
ADELPHIA COMMS: Seeks Nod to Continue Accountants' Engagement

AES CORPORATION: Reaches Minimum Condition of Exchange Offer
ANC RENTAL: Wins Nod to Assign Tampa Lease to Herrtz for $2.5MM
ASIA GLOBAL CROSSING: Wants Nod for $16M Asia Netcom Breakup Fee
ATLANTIC COAST: S&P Says Ratings Unaffected by United's Filing
BANYAN STRATEGIC: Trust Will Dissolve on Jan. 3

BEVSYSTEMS INTERNATIONAL: Auditors Express Going Concern Doubt
BIRMINGHAM STEEL: Completes Asset Sale to Nucor for $615 Million
BOOTS & COOTS: Elects K. Kirk Krist as Chairman of the Board
BUDGET GROUP: Wants Plan Filing Exclusivity through March 26
BURLINGTON INDUSTRIES: Inks Pact with UPS Supply Chain Solutions

CALPINE CORP: Fitch Hatchets Senior Unsecured Debt Rating to B+
CLASSIC COMMS: Plan Confirmation Hearing Reset for Dec. 17, 2002
COLD METAL: Retains Keen Realty to Market Youngstown Facility
COLUMBUS MCKINNON: Gets $100M Credit Facility from Fleet Capital
COVANTA ENERGY: Lease Decision Period Hearing Set for March 26

CSFB COMM'L: Fitch Ups Ratings on 2001-FL1 Mortgage P-T Notes
DION ENTERTAINMENT: Chairman & CEO Leo Dion Resigns from Company
DOW CORNING: Dow Chemical Wins Dismissal of Spitzfaden Verdict
ELAN CORP: Completes Avinza License Restructuring with Ligand
ENCOMPASS SERVICES: Look for Schedules & Statements by March 4

ENRON: Wins Nod to Include ServiceCo in Travelers' Insurance
GENESEE CORP: Reports Net Assets in Liquidation for 2nd Quarter
GENUITY INC: Wants to Assume and Assign Contracts and Leases
GEO SPECIALTY: Opens Manufacturing Plant in Lake Charles, LA
GLOBAL CROSSING: Obtains Approval of Settlement with Hitachi

HA-LO INDUSTRIES: Wants Exclusivity Extended Until February 28
HARKEN ENERGY: Closes New Credit Facility with Guaranty Bank
HOLLINGER INT'L: Issuing $300MM Sr. Notes via Private Placement
IMAX CORP: S&P Places Junk Corp. Credit Rating on Watch Positive
IMC GLOBAL: Fitch Rates New 11.25% Senior Unsecured Notes at BB

INKTOMI: Regains Compliance with NASDAQ Listing Requirements
INTEGRATED HEALTH: Proposes Uniform THI Deal Bidding Procedures
INVA #1 INC: Voluntary Chapter 11 Case Summary
JIFFI SNAK: Case Summary & 20 Largest Unsecured Creditors
K & F INDUSTRIES: Issuing New Notes Under Recapitalization Plan

K & F INDUSTRIES: S&P Rates $250 Million Subordinated Notes at B
KMART CORP: US Trustee Amends Institutional Committee Membership
KMART: Will Restate Financial Statements for Prior Fiscal Years
KYTO BIOPHARMA: Pursuing Debt Restructuring through Equity Swap
LERNOUT: Court Extends Solicitation Exclusivity Until Year-End

LINCOLN HOSPITAL: Will Obtain Working Capital from Sun Capital
NATIONAL CENTURY: Taps Bricker as Special Litigation Counsel
NAVISTAR INT'L: Completes Sale of 7.7MM Shares to Benefit Plans
NAVISTAR INTL: S&P Ratchets Credit Rating Down a Notch to BB-
NAVISTAR INT'L: Fitch Ratchets Sr. Unsec. Debt Rating Down to BB

NETZEE INC: Inks Pact to Sell All Assets to Certegy for $10 Mil.
NORTEL: Introduces Converged Solutions for Small Enterprises
OM GROUP: Amends Revolving Credit Facility & Loan Agreement
OWENS CORNING: Falls Below NYSE Continued Listing Requirements
PEREGRINE SYSTEMS: Committee Turns to FTI for Financial Advice

POLYMER GROUP: Court to Consider Plan on December 27, 2002
PREMCOR INC: Appoints Henry M. Kuchta as New President and COO
PROVIDENT FUNDING: Fitch Affirms 'RPS3' Servicer Ratings
SAFETY-KLEEN CORP: Selling Elgin Office to GDT for $9 Million
SEVEN SEAS PETROLEUM: Default Cure Period Extended Until Today

SHEFFIELD PHARMA: Brings-In Junewicz & Co. for Financial Advice
SLI INC: Court Stretches Lease Decision Period Until April 15
SLOAN'S AUCTION: Creditors' Meeting to Convene on January 10
TELEGLOBE INC: Enters Interim Management Pact for Core Business
TYCO INTERNATIONAL: Appoints Martina Hund-Mejean SVP, Treasurer

UNITED AIRLINES: CIT Group Discloses $96MM Prepetition Exposure
UNITED AIRLINES: Bank One Provides $600 Million of DIP Financing
UNITED AIRLINES: VARIG Tells Customers It's "Business as Usual"
UNITED AIRLINES: Fitch Says Hub Airports Exposed to Higher Risks
UNITED AIRLINES: EDS Outlines Leasing Arrangements with Company

UNITED AIRLINES: J.M. Keeling Says ESOP Program "Turns Sour"
UNITED AIRLINES: Will Continue to Honor Star Alliance Agreements
UNITED AIRLINES: Employee-Management Cooperation Remains Strong
UNITED AIRLINES: Pilots Remain Committed to Restore Company
UNITED AIRLINES: Employees' Wage Cuts to Take Effect Next Week

UNITED AIR: S&P Ratchets Ratings on Selected Aircraft Trusts
UNITED AIRLINES: S&P Says Credit Woes Will Affect Whole Industry
WARNACO GROUP: Global Esprit Sues AFC for Compensatory Damages
WASHINGTON MUTUAL: Fitch Ups Low-B Ratings on Class B1, B2 Notes
WYNDHAM: Completes Calif. Asset Sale to Warner Center for $69MM

* Meetings, Conferences and Seminars

                          *********

ABRAXAS PETROLEUM: Commences Exchange Offer for 11-1/2% Notes
-------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced the
commencement of an exchange offer for all of the outstanding
11-1/2% Senior Secured Notes due 2004, Series A, and 11-1/2%
Senior Notes due 2004, Series D, issued by Abraxas and its
wholly owned subsidiary, Canadian Abraxas Petroleum Limited.

In exchange for each $1,000 in principal amount of the Notes
tendered in the exchange offer, Abraxas is offering the
following consideration:

     --  cash in the amount of $264;  

     --  a new 11-1/2% Senior Secured Note due 2007, Series A,
         with a principal amount of $610; and  

     --  approximately 31.36 shares of Abraxas common stock.  

Interest on the new notes will be payable in cash unless
prohibited. If cash interest payments are prohibited, interest
will be paid in the form of additional new notes in principal
amount equal to the amount of the accrued and unpaid interest on
the new notes plus an additional 1% per annum accrued interest
for the applicable period.

The notes and shares of Abraxas common stock to be issued in the
exchange offer have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States without registration under
the Securities Act or pursuant to an exemption from
registration.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit http://www.abraxaspetroleum.com
for the most current and updated information. The Web site is
updated daily to comply with the SEC Regulation FD (Fair
Disclosure).

As reported in Troubled Company Reporter's November 27, 2002
edition, Standard & Poor's Ratings Services withdrew its 'CC'
corporate credit rating on Abraxas Petroleum Corp. In addition,
the ratings on Abraxas' $63.5 million first lien notes and $191
million second lien notes were also withdrawn.


ABRAXAS: Files Amended 8-K Detailing Canadian Asset Sale
--------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) has filed an amendment
to its 8-K previously filed on Nov. 26, 2002, announcing the
agreement to sell certain Canadian assets.

Monday's filing includes the definitive agreements related to
the sale.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit www.abraxaspetroleum.com for
the most current and updated information. The Web site is
updated daily to comply with the SEC Regulation FD (Fair
Disclosure).

Abraxas Petroleum Corp.'s 12.875% bonds due 2003 (ABP03USR1),
DebtTraders says, are trading at about 54 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=ABP03USR1
for real-time bond pricing.


ADELPHIA BUSINESS: Murdock Seeks Stay Relief to Prosecute Suit
--------------------------------------------------------------
Warren D. Stephens, Esq., at DeCaro, Doran, Siciliano, Gallagher
& DeBlasis, LLP, in Lanham, Maryland, recounts that in 2001, the
estate of Moses McDaniels filed suit against Murdock Management
Company, Inc., alleging that Mr. McDaniel died as a result of
Murdock's negligence when he was electrocuted while attempting
to clean an electrical vault, containing electrical switchgear.
Moses McDaniel's estate, however, failed to properly plead in
their Complaint that the work being conducted was at the request
of and for the benefit of the Adelphia Business Solutions, Inc.
Debtors.  As a result, Murdock was required to file a Third
Party Complaint against debtor Adelphia Business Solutions of
Maryland, Inc., in the Circuit Court of Baltimore City,
Maryland.

Mr. Stephens believes that Royal Insurance Company insures the
ABIZ Debtors for $2,000,000 under its policy number PTS444636.
Under its policy, Royal Insurance agreed to pay all sums, not
exceeding $2,000,000, which the ABIZ Debtors should become
liable to pay as damages imposed on it by law.

According to Mr. Stephens, the policy provides that the Debtors'
insolvency or bankruptcy will not release Royal Insurance
Company from the payment of damages for injuries sustained
during the term of and within the coverage of the policy.  The
policy further provides that in case judgment against the
Debtors in an action brought to recover damages for injuries
sustained during the term on the policy will remain unsatisfied,
then an action may be maintained against Royal Insurance Company
under the terms of the policy for the amount of the judgment,
but not exceeding $2,000,000.

In the event Murdock recovers judgment against the Debtors in
the action, and the judgment remains unsatisfied, Mr. Stephens
relates that Murdock will commence an action against Royal
Insurance Company.  In the event Murdock is permitted to pursue
the state court suit, it will not file a claim in this
proceeding.

"The continuation of the state court suit will not hinder,
burden, delay, or be inconsistent with this case," Mr. Stephens
assures the Court.  "The continuation of the state court suit
would only be to the extent of the Debtors' limits of insurance
and not against the Debtors' estate within the confines of this
bankruptcy proceeding."

Thus, Murdock asks the Court to lift the automatic stay so it
can pursue its state court action. (Adelphia Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA BUSINESS: Will Provide Voice & Data Services to GIANT
--------------------------------------------------------------
Adelphia Business Solutions (Pink Sheets: ABIZQ) announced the
recent signing of a two-year contract to provide GIANT Food
Stores with local voice and data services to the grocery store
chain's corporate facility in Carlisle, Pennsylvania.

The agreement includes more than 167 lines including BRI service
to carry local voice for the Carlisle facility, 27 T-1 loops,
and five point-to-point T-1s for data services to each of GIANT
Food Stores' local distribution facilities via ABS' fiber optic
network.

GIANT Food Stores chose ABS for the reliability of its network
and the security offered through dual-entry fiber builds. Both
advantages came at a substantial savings for the food industry
giant.

"Disaster recovery is a concern for many of our customers. ABS'
redundant network and dual-entry fiber build provide GIANT with
the reliability, security, and protection they need for their
critical applications," said Mike Zody, sales manager for ABS'
Central Pennsylvania Region.

"I feel ABS will provide our associates with the best quality of
service, while also resulting in substantial savings for the
company," said Denny Hopkins, vice president of advertising and
sales development at GIANT Food Stores. "In addition, I was also
impressed by the security and reliability of ABS' systems."

ABS has also been providing local voice service for 15 other
GIANT stores in its Pennsylvania market, along with another of
its sister companies in Buffalo, New York.

Founded in 1991, Adelphia Business Solutions provides integrated
communications services including local and long distance voice
services, high-speed data, and Internet services. For more
information on Adelphia Business Solutions, please visit the
Company's Web site at http://www.adelphia-abs.com  

Based in Carlisle, Pennsylvania, GIANT Food Stores, LLC employs
over 20,000 associates and operates 113 stores in four states.
The chain operates under the name GIANT Food Stores throughout
Pennsylvania, and under the name MARTIN'S(R) Food Markets in
Maryland, Virginia, West Virginia, and Western Pennsylvania.

GIANT Food Stores was founded in 1923 and is one of the oldest
employers in Central Pennsylvania. GIANT has a proud tradition
of giving back to the communities in which it operates. Last
year the company, along with its associates and vendors, donated
more than $9,700,000 to charities involved in fighting hunger,
children's hospitals, and numerous community programs.

GIANT Food Stores is a part of Royal Ahold, a Netherlands-based
company. Ahold is a leading food provider in the United States
and elsewhere in the world with total sales of approximately USD
52 billion. Over 60% of its worldwide sales are currently
generated in the United States.


ADELPHIA COMMS: Seeks Nod to Continue Accountants' Engagement
-------------------------------------------------------------
Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New
York, recounts that over the past few months, Adelphia
Communications and its debtor-affiliates have faced significant
financial and other challenges, including:

-- the suspension by Deloitte & Touche LLP, the ACOM Debtors'
   former auditors, of its auditing work on the ACOM Debtors'
   financial statements;

-- the formal investigation being conducted by the SEC;

-- the de-listing of ACOM's stock from the NASDAQ National
   Market; and

-- the June 10, 2002 disclosure by the Debtors that certain
   material financial information, including revenue estimates,
   for the fiscal years ended December 31, 2000 and 2001 was
   overstated and would need to be revised.

Additionally, the Debtors have lost 10% of their staff in the
accounting and accounts payable departments.  There are
currently 16 open positions in those departments.  Coupled with
the usual attrition experienced by a Chapter 11 debtor, the
Debtors' work with PricewaterhouseCoopers LLP on the restatement
of former financial filings, the monthly operating reporting
requirements required of a chapter 11 debtor, and the financial
and other reporting requirements required by the Debtors' DIP
financing facility, a tremendous volume of additional work is
required of the Debtors' remaining accounting and accounts
payable employees to meet the Debtors' needs.

To replace their lost accounting and accounts payable employees
in an expeditious manner and meet their reporting requirements,
the Debtors have called on Tatum CFO Partners, LLP; Insero,
Kasperski, Ciaccia & Co., P.C.; JC Jones & Associates, LLC;
Buffamante Whipple & Buttafaro P.C.; and Walker Business
Services to provide them with the necessary staffing to meet
their current needs.  Although the Accountants will be providing
the Debtors with important financial data and support with
respect to the ongoing audits, reformulation of accounting
policies and procedures and processing of vendor invoices, none
of the Accountants have or will have any direct responsibilities
in connection with the Debtors' overall restructuring efforts.

By this motion, the ACOM Debtors seek the Court's authority to
employ these accountants and consultants:

-- Tatum CFO Partners, LLP;

-- Insero, Kasperski, Ciaccia & Co., P.C.;

-- JC Jones & Associates, LLC;

-- Buffamante Whipple & Buttafaro P.C.; and

-- Walker Business Services.

These firms will:

-- process and organize the financial data required for the
   Debtors' restatement and re-audit of their financial
   statements;

-- formulate new accounting policies and procedures;

-- separate prepetition and postpetition vendor invoices; and

-- other matters requested by the Debtors from time to time.

                             Tatum

Founded in 1993, Tatum is a partnership of career financial
specialists who provide seasoned financial and business
management experience to its clients.  Among its services, Tatum
supplies its clients with individual partners to fill various
financial management positions.  Frequently, Tatum would provide
a company with a financial manager to fill a position that has
become vacant due to termination, retirement, death, or illness.
Typically, the financial managers work under the client's
direction.  Tatum has provided financial management expertise
and financial managers to numerous companies involved in Chapter
11 cases including MAPA Inc., Breed Technologies, Inc., and
Ameritruck.  The Debtors believe Tatum is particularly well
suited to provide the type of financial assistance the Debtors
require.

Tatum is making available to the Debtors the services of these
three consultants who are working with the Debtors in preparing
the necessary data for the pending audits and financial
restatements:

-- Carol Savage;

-- Robert DiBella; and

-- Paul Quinn.

According to Mr. Shalhoub, the Debtors pay $12,500 weekly each
for Ms. Savage's and Mr. DiBella's services and $10,000 for Mr.
Quinn's services.  The Debtors also reimburse the Tatum
Consultants for out-of-pocket expenses including expenses
relating to their residence in the Coudersport, Pennsylvania
area during the week and travel reimbursement for traveling
home.

The Debtors also pay Tatum a fixed weekly fee, consisting of:

-- for Ms. Savage, Tatum receives a Weekly Resource Fee of
   $2,500, representing 20% of Ms. Savage's gross weekly salary;

-- for Mr. DiBella, Tatum receives a Weekly Resource Fee of
   $2,500, representing 20% of Mr. DiBella's gross weekly
   salary; and

-- for Mr. Quinn, Tatum receives a Weekly Resource Fee of
   $2,000, representing 20% of Mr. Quinn's gross weekly salary.

Through October 16, 2002, the Debtors have paid $100,000 to the
Tatum Consultants in wages and $14,000 in Weekly Resource Fees
for services rendered and have pending invoices for the Weekly
Resource Fees amounting to $36,100.  For the expected term of
employment of the Tatum Consultants, the Debtors estimate that
payments will total $1,031,000.

                        Insero Kasperski

Insero Kasperski provides general accounting, bookkeeping and
technical accounting assistance with respect to various matters.
Founded in 1952, Insero Kasperski is one of the largest business
and financial advisory firms in Western New York, offering
business management, financial, operations, human resources,
payroll and accounting outsourcing services.

Pursuant to the Debtors' agreement with Insero Kasperski, dated
August 12, 2002, the Firm has agreed to provide accountants to
the Debtors to fulfill both accounting and auditing functions.
Pursuant to the agreement, Insero Kasperski is making available
to the Debtors the services of 12 accountants whose primary
service is to "pre-audit" information going to PwC in connection
with the Debtors' pending restatement issues.  The Firm also
provides accountants to fill temporary vacancies in both the
Debtors' accounting and accounts payable departments.

Insero Kasperski bills the Debtors at an hourly rate for
services rendered, with rates averaging $100 per hour, depending
on the level of experience required, the seniority of the
accountants utilized, and the complexity of the tasks.  
Additionally, the Debtors reimburse the Insero Kasperski
Accountants at per diem rates for meals and incidental expenses,
plus mileage reimbursement.

Through October 16, 2002, the Debtors have paid Insero Kasperski
$336,660 and have no pending invoices.  For the entire expected
term of employment of Insero Kasperski, the Debtors estimate
that payments to the Firm will aggregate $1,350,000.

                             JC Jones

JC Jones typically provides corporations with accounting support
staff to assist corporations in meeting financial reporting
needs by working with internal auditors to prepare financial
data for reporting purposes.  Additionally, JC Jones offers
clients merger and acquisition, profit improvement, business
turnaround and contract audit services.  Pursuant to the
Debtors' agreement with JC Jones, dated August 8, 2002, JC Jones
is making available to the Debtors the services of 5 to 8
accountants whose primary service is to assist the Debtors in
the preparation of comprehensive accounting policies and
procedures.

Pursuant to the JC Jones Agreement, the Debtors compensate JC
Jones between $1,800 and $2,200 per work day for each accountant
assigned, billed on a day rate basis, plus out-of-pocket
expenses.  Under the agreement, JC Jones invoices the Debtors
twice a month, in arrears for services rendered.  Through
October 16, 2002, the Debtors have paid JC Jones $117,500 and
have no pending invoices.  For the expected term of employment
of JC Jones, the Debtors estimate that payments to JC Jones will
aggregate $941,000.

                       Buffamante Whipple

Buffamante Whipple serves as accountants and advisors to
businesses in the Eastern United States, and is the 12th largest
CPA firm in Southwestern New York.  Pursuant to the Debtors'
agreement with Buffamante Whipple, dated July 19, 2002, the Firm
made available to the Debtors the services of four accountants
whose primary service was to assist the Debtors in analyzing
vendor invoices and allocating them between the prepetition and
postpetition periods.

Pursuant to the Agreement, Buffamante Whipple bills the Debtors
at an hourly rate of $55 per hour for services rendered.  The
Debtors are responsible for all travel time and any related
costs.  Through October 16, 2002, the Debtors have paid
Buffamante Whipple $53,000 for services rendered and there are
no pending invoices.  The Debtors do not anticipate requiring
any further services of Buffamante Whipple and, therefore, do
not anticipate making further payments.  However, in the event
the Debtors determined to further utilize Buffamante Whipple's
services, they intend to do so pursuant to the terms of the
Agreement.

                    Walker Business Services

Founded in 1992, Walker provides temporary staffing and direct
placement services for accounting technical and data entry
needs. Pursuant to the Debtors' agreement with Walker, dated
August 1, 2002, Walker is making available to the Debtors the
services of five accountants whose primary service is to assist
the Debtors in the splitting of vendor invoices between the
prepetition and postpetition periods and to fill temporary
vacancies in the accounting and accounts payable departments.

Pursuant to the Walker Agreement, Walker bills the Debtors at an
hourly rate for services rendered by the Walker Accountants
between $10 and $20 per hour, depending on the level of
experience of each accountant.  Through October 16, 2002, the
Debtors have paid Walker $14,000 for services rendered and have
no pending invoices.  For the entire expected term of employment
of Walker, the Debtors estimate $40,000 aggregate payments to
Walker.

Although the Debtors believe they have the authority to enter
into the Agreements in the ordinary course, in an abundance of
caution, the Debtors ask the Court to approve the Agreements and
authorize the continued employment of the Accountants.  Mr.
Shalhoub explains that the Debtors did not seek prior Court
approval to enter into the Agreements with the Accountants
because, in general, they were retained as non-professional
staff accountants and the estimated fees for their services were
not expected to result in significant cost to these estates.
However, as the number of accountants increased and,
correspondingly, the related fees and expenses, the Debtors now
determined it is appropriate to seek Court approval of their
employment of the Accountants.  The services of the Accountants
were and remain necessary to meet the pressing demands imposed
on the Debtors' accounting and accounts payable departments.
(Adelphia Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at 38 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AES CORPORATION: Reaches Minimum Condition of Exchange Offer
------------------------------------------------------------
The AES Corporation (NYSE:AES) had been informed by the exchange
agent that, as of 5:00 p.m., New York City time, on December 9,
2002, approximately $240,013,000 in aggregate principal amount
of its outstanding 8.75% Senior Notes due 2002 and $172,869,000
in aggregate principal amount of its outstanding 7.375%
Remarketable or Redeemable Securities due 2013, which are
puttable in 2003 had been tendered in the exchange offer.

These amounts represent in excess of 80% and approximately 86%
of the outstanding 2002 Notes and ROARs, respectively.

Although the minimum condition has been satisfied, consummation
of the exchange offer remains subject to a number of significant
conditions, which have not yet been satisfied, including AES'
concurrent entry into new senior secured credit facilities to
refinance its existing credit facilities.

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

The new senior secured notes will not be registered under the
Securities Act of 1933, or any state securities laws. Therefore,
the new senior secured notes may not be offered or sold in the
United States absent an exemption from the registration
requirements of the Securities Act of 1933 and any applicable
state securities laws.
    
                         *    *    *

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


ANC RENTAL: Wins Nod to Assign Tampa Lease to Herrtz for $2.5MM
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's authority to assume and assign National's airport
facility in Tampa, Florida, and assign it to The Hertz
Corporation.  In addition, Judge Walrath allowed the Debtors to
sell leasehold improvements at the facility free and clear of
any and all liens, claims, encumbrances and interests, and
exempt from any stamp, transfer, recording or similar tax.

In return for the assignment and sale, Hertz offered to pay the
Debtors $2,500,000, as previously reported.  Hertz will take
possession of National's Facility on December 31, 2002, at which
time Hertz will also exercise the second option to renew
National's facility lease. (ANC Rental Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Wants Nod for $16M Asia Netcom Breakup Fee
----------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates ask the
Court to approve and authorize and direct the payment to Asia
Netcom of a "break-up fee" and the reimbursement to Asia Netcom
for certain costs, fees and expenses incurred by Asia Netcom in
connection with the Chapter 11 Case, the Bermuda Case and the
Sale in accordance with the terms and conditions of the Sale
Agreement, in the event Asia Netcom's offer is topped by a
competing bidder.

The Break-Up Fee is designed to compensate Asia Netcom for its
substantial investment of time and resources and incurring
substantial out-of-pocket expenses in connection with entering
into the Sale Agreement.  The AGX Debtors agree to pay Asia
Netcom either:

   -- a $16,000,000 Break-up Fee, which is inclusive of the
      $7,000,000 Purchaser Fees and Expenses Reimbursement or

   -- the Purchaser Fees and Expenses Reimbursement.

These payments will constitute an administrative expense in the
Chapter 11 Case.  The Break-up Fee in its entirety is payable
after the occurrence of certain termination events in accordance
with the Sale Agreement.  Asia Netcom will receive the Break-up
Fee if:

   -- the Debtors agrees to or accepts an Acquisition Proposal
      from a party other than Asia Netcom;

   -- the Bankruptcy Court enters an order approving an
      Acquisition Proposal or a sale of the Acquired Assets to a
      party other than Asia Netcom;

   -- a plan of reorganization for the Debtors is filed that
      materially conflicts with the provisions of the Sale
      Agreement;

   -- there is a material breach by the Debtors that is
      incurable or uncured after 30 days; or

   -- a Subsidiary Bankruptcy Case is commenced by a Filing
      Subsidiary under Chapter 7 of the Bankruptcy Code, in
      which a trustee or an examiner with expanded powers is
      appointed or without specific amendments to the Sale
      Agreement.

Asia Netcom will receive the Purchaser Fees and Expenses alone
in connection with the termination of the Sale Agreement by Asia
Netcom in most circumstances where Asia Netcom will not be
eligible for the Breakup Fee. (Global Crossing Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ATLANTIC COAST: S&P Says Ratings Unaffected by United's Filing
--------------------------------------------------------------
Atlantic Coast Airlines Holdings Inc.'s (B-/Negative/-) partner
United Air Lines Inc. (D) filed for Chapter 11 bankruptcy
protection on Dec. 9, 2002.

Standard & Poor's Ratings Services said its rating and outlook
on Atlantic Coast are not affected. Atlantic Coast operates as
United Express at both Washington Dulles and Chicago O'Hare
airports for United, utilizing regional jets that feed United's
longer-haul routes. Atlantic Coast provides the service under
fee-per-departure agreements, in which United takes full control
of the seats flown by Atlantic Coast as well as responsibility
for all risks, including fuel and the sale of seats.  

Atlantic Coast could benefit from United's shifting more flying
to its regional partners as it downsizes its own fleet. However,
United could also seek to negotiate changes in its existing
agreement with Atlantic Coast (e.g., pricing). An interim
agreement must be reached regarding the status of services and
payments under the existing agreement and through the bankruptcy
period. As United determines its restructuring initiatives,
the impact on Atlantic Coast will become clearer.


BANYAN STRATEGIC: Trust Will Dissolve on Jan. 3
-----------------------------------------------
Banyan Strategic Realty Trust (OTC Bulletin Board: BSRTS)
announced that its Board of Trustees has resolved to terminate
the Trust effective January 3, 2003.  The termination and
dissolution will be accomplished by the transfer of all of
Banyan's remaining assets and liabilities into the newly-formed
BSRT Liquidating Trust.  The Board appointed current First Vice
President and General Counsel Robert G. Higgins as the Primary
Liquidating Trustee and current Interim President and CEO L. G.
Schafran as the Secondary Liquidating Trustee.  The Primary
Liquidating Trustee will be responsible for the operation of the
liquidating trust including the day-to-day administrative tasks,
while the Secondary Liquidating Trustee will act in an advisory
role.

Banyan adopted a Plan of Termination and Liquidation on
January 5, 2001. The Plan called for the liquidation of all of
Banyan's assets as soon as practical and provided that a
liquidating trust could be established if, in the judgment of
Banyan's Board of Trustees, all liabilities could not be
discharged or adequately provided for within a two-year period.  
Banyan has sold its entire real estate portfolio, realizing more
than $250 million in gross proceeds, and has, to date, made
liquidating distributions totaling $5.45 per share to its
shareholders.  However, Banyan remains involved in a lawsuit
with its suspended President, Leonard G. Levine, that has been
pending since October of 2000.  Banyan announced in October of
2002 that no further distributions would be made to its
shareholders until the litigation with Mr. Levine was completed.  
No trial date is currently scheduled, but the Trust believes
that the case will be tried during the second quarter of 2003.  
A motion to extend the current January 31, 2003 discovery cutoff
date has been filed by Mr. Levine's attorneys.  If this motion
is granted, the trial date could be further delayed.

Banyan's distribution of assets and liabilities into the BSRT
Liquidating Trust on January 3, 2003 will mark the termination
of Banyan Strategic Realty Trust.  Except for certain of
Banyan's present and former employees who have opted to forfeit
shares pledged to secure non-recourse loans, each of Banyan's
shareholders will automatically receive an uncertificated
interest in the BSRT Liquidating Trust, equal to their pro-rata
ownership interest in Banyan.  The Liquidating Trust interests
will not be listed on any stock exchange and will not be
exchangeable or transferable, except by death or operation of
law. The last day of trading on the Over the Counter Bulletin
Board in Banyan's shares of beneficial interest will be
January 2, 2003.

The transfer into the Liquidating Trust constitutes a
distribution, in kind, to Banyan's shareholders, the effect of
which must be reported by Banyan's shareholders on their
individual income tax returns for the year 2003 (filed in the
spring of 2004).  Since Banyan will no longer be in existence,
the BSRT Liquidating Trust will fulfill Banyan's obligation to
cause Form 1099's to be issued to Banyan's shareholders for the
calendar year 2002 and for the distribution into the liquidating
trust in January of 2003.  The 2002 Form 1099 will reflect each
shareholder's allocated portion of the liquidating distributions
made in 2002.  The 2003 1099 will reflect each shareholder's
allocated portion of the distribution into the liquidating
trust.

In other news, Banyan announced that its Board of Trustees has
awarded bonus compensation of $400,000.00 to Interim President
and CEO L.G. Schafran in recognition of his efforts in and
contribution to the success of Banyan's liquidation, especially
in the closing of the Denholtz transaction ($185.25 million) in
May of 2001.  Mr. Schafran became the company's chief executive
officer upon the suspension of Mr. Levine in August of 2000, and
has served in that capacity, as well as serving as Chairman of
the Board of Trustees, since then. Three-quarters of Mr.
Schafran's bonus compensation had previously been accrued for in
the Trust's financial statements as of September 30, 2002, under
the line item "Accrued Severance and Termination Costs."

Banyan also announced that it has withdrawn its request for a
no-action letter from the Securities and Exchange Commission.  
Banyan submitted its original request in late August.  After
engaging in a discussion with representatives of the SEC in
early October, Banyan provided additional information and a
revised request on October 16.

Additional discussions were held on November 21, 2002, at the
conclusion of which Banyan's trustees determined that the
request for no-action relief should be withdrawn.  Commenting on
the dialogue with the SEC, Banyan's General Counsel, Robert G.
Higgins, said:  "Banyan elected to withdraw its request for no-
action and to, instead, rely on the precedent of other similar
requests that have been granted, when it became apparent that
the SEC would have been unable to complete the necessary review
process in the time period required by Banyan.  We are confident
that prior rulings in very similar circumstances provide us with
the guidance we need in this instance.  We appreciate the time
and efforts of the SEC, especially in view of the myriad of
other issues currently being considered by the Commission."

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.  The
remaining properties were sold on April 1, 2002, May 1, 2002
and October 16, 2002.  Since adopting the Plan of Termination
and Liquidation, Banyan has made liquidating distributions
totaling $5.45 per share.  As of this date, the Trust has
15,496,806 shares of beneficial interest outstanding.


BEVSYSTEMS INTERNATIONAL: Auditors Express Going Concern Doubt
--------------------------------------------------------------
BEVsystems International Inc., has incurred operating losses,
negative cash flows from operating activities and has negative
working capital. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

The Company has initiated several actions to generate working
capital and improve operating performances, including equity and
debt financing.

There can be no assurance that the Company will be able to
successfully implement its plans, or if such plans are
successfully implemented, that the Company will achieve its
goals.

Furthermore, if the Company is unable to raise additional funds,
it may be required to reduce its workforce, reduce compensation
levels, reduce dependency on outside consultants, modify its
growth and operating plans, and even be forced to terminate
operations completely.

BEVsystems' objectives for its first quarter ending June 30,
2002 encompassed the expansion of its distribution network and
the growth of its target markets to include Florida, New York,
New Jersey and parts of South Carolina. The implementation of
its sales and marketing strategies to support this growth was
also included in its stated goals. During the second quarter
ending September 29, 2002, these goals were achieved. Its
product is now distributed in health clubs, spas and fitness
centers as well as in health food stores in Florida, New York
and New Jersey. In parts of South Carolina Life O2 is available
in retail chain outlets.

The company has entered into an agreement with Visit Florida, a
department within the State of Florida, to license the brand FLA
USA. The Company's purified bottled water is now Florida's
'Official Water'. BEVsystems is actively promoting its FLA USA
product to its partners in Visit Florida. These consist  
primarily of businesses within the tourism industry including
hotels, theme parks, travel and hospitality.

The Company's product family now consists of a purified water
available under the FLA USA brand in 16.9 oz., 20 oz., and one
liter bottles and the performance water Life O2 available in the
same packages and also with a sports cap.

The international business is continuing to grow with Chile and
Canada becoming two of the Company's strongest international
licensees. Japan, after the recall problem reported in
BEVsystems' 10K filing for the fiscal year ended March 30, 2002,
is now ready to begin distributing their Balance Date +O2
beginning in the third quarter of fiscal year 2003.

The Company did not begin operations until July 13, 2001, when
the acquisition of the Assets of the Beverage Division of Life
International Products, LLP was completed. Additionally, the
Company acquired Aqua Clara Bottling & Distribution, Inc. and
Subsidiaries on February 25, 2002. As such, the financial
statement comparison does not accurately reflect comparative
results of operations.

Net Revenues for the second quarter of fiscal year 2003 were
$230,298 compared to $485,877, for the same period of fiscal
year 2002. Sales to Nihon Shokken, a Japanese distributor,
accounted for 91% of the revenue in the second quarter of fiscal
year 2002. In January 2002, the Company entered into a master
distribution agreement with StonePoint Group, Ltd. for the
territory of Asia. As such, there were no direct sales to Nihon
Shokken for the second quarter of fiscal year 2003. Instead, the
Company received $400,000 as a one-time license fee, which is
carried on its balance sheet as part of deposits and deferred
fees.

Net Revenues for the first half of fiscal year 2003 were
$443,620 compared to $485,877, for the same period of fiscal
year 2002.

BEVsystems' primary source of liquidity has historically
consisted of sales of equity securities and debt instruments.
The Company is currently engaged in discussions with numerous
parties with respect to raising additional capital. As stated
above, the Company has incurred operating losses, negative cash
flows from operating activities and has negative working
capital. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company does not intend to manufacture bottled water
products without firm orders in hand for its products. The
Company intends to expend costs over the next twelve months in
advertising, marketing and distribution. These costs are
expected to be expended prior to the receipt of significant
revenues. There can be no assurance that the Company will
generate significant revenues as a result of its investment in
advertising, marketing and distribution and there can be no
assurance that the Company will be able to continue to attract
the capital required to fund its business plan.

However, the Company has no definitive plans or arrangements in
place with respect to additional capital sources at this time.
The Company has no lines of credit available to it at this time.
There is no assurance that additional capital will be available
to the Company when or if required.


BIRMINGHAM STEEL: Completes Asset Sale to Nucor for $615 Million
----------------------------------------------------------------
Birmingham Steel Corporation (OTCBB:BIRS) has completed the sale
of substantially all of its assets to Nucor Corporation
(NYSE:NUE) for a purchase price of approximately $615,000,000.
Upon the closing of the transaction, Birmingham Steel's plan of
reorganization under Chapter 11 became effective. Pursuant to
the plan of reorganization, the holders of record of the
company's stock will receive approximately $.47 per share, and
the shares of stock in the company are canceled.


BOOTS & COOTS: Elects K. Kirk Krist as 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.

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 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 approximately $4,126,000 and current
liabilities were $19,904,000, resulting in a net working capital
deficit of approximately $15,778,000 (compared to a beginning
year working capital of $3,285,000). 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.


BUDGET GROUP: Wants Plan Filing Exclusivity through March 26
------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
extend their exclusive periods within which to file a plan of
reorganization to March 26, 2003 and to solicit acceptances of
that plan through and including May 26, 2003.

In determining whether cause exists to extend a debtor's
exclusivity periods, courts have relied on a variety of factors,
including:

   -- the size and complexity of the case;

   -- the necessity of sufficient time to negotiate and prepare
      adequate information;

   -- the existence of good faith progress toward
      reorganization;

   -- whether the debtor is paying its debts as they come due;

   -- whether the debtor has demonstrated reasonable prospects
      for filing a viable Plan;

   -- whether the debtor has made progress in negotiating with
      creditors;

   -- the length of time the case has been pending;

   -- whether the debtor is seeking the extension to pressure
      creditors; and

   -- whether unresolved contingencies exist.

According to Matthew B. Lunn, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors have made
enormous progress in their cases.  In particular, the Debtors
have devoted all of their resources and time in obtaining the
DIP Facilities, in marketing and negotiating the sale of
substantially all of their assets, and in stabilizing their
retained businesses.  The Debtors' achievements include:

   A. negotiated and received approval for three highly complex
      postpetition date financing facilities providing for
      $2,000,000,000 in financing;

   B. negotiated and consummated the sale of substantially all
      of their assets related to their North American
      operations, including the assumption and assignment of
      over 7,000 contracts;

   C. negotiated and received approval for a complicated and
      critical settlement with their surety bond provider;

   D. stabilized their business in Europe, the Middle East and
      Africa and explored value maximizing alternatives for
      these businesses;

   E. managed critical vendor relationships with airports and
      other critical vendors;

   F. performed all the tasks required by the Chapter 11 process
      including noticing and docket reporting;

   G. obtained approval of the postpetition Fleet Financing
      Facility, the Primary DIP Facility and the Secondary DIP
      Facility/Rollover Facility;

   H. in order to implement the DIP Facilities, negotiated and
      received approval of critical agreements with Ford Motor
      Credit Corporation and Ford Motor Company; and

   I. negotiated and closed the sale of substantially all of
      their assets to Cherokee Acquisition Corp. and Cendant.

"It is only now that the Debtors will be able to focus their
efforts in identifying, and implementing, the highest value
solution for the retained business and proposing a
Reorganization Plan that will permit prompt distributions to the
creditors," Mr. Lunn explains.

Mr. Lunn assures the Court that the Debtors' creditors will not
be prejudiced with the extension of the Exclusive Periods since
the Debtors will continue to make timely payments of their
postpetition obligations.

The Court will convene a hearing on December 19, 2002 at 11:30
a.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the current exclusive filing period is
automatically extended through the conclusion of that hearing.
(Budget Group Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


BURLINGTON INDUSTRIES: Inks Pact with UPS Supply Chain Solutions
----------------------------------------------------------------
Burlington Industries, Inc., (OTC Bulletin Board: BRLG) said it
would further enhance Burlington WorldWide's global capabilities
through an agreement with UPS Supply Chain Solutions to manage
the company's growing logistics needs in line with Burlington's
new business model.

"Our agreement with UPS Supply Chain Solutions provides us
logistical solutions to support our expanding business model
with the ability to effectively move products around the world,"
said George W. Henderson, III, Chairman and Chief Executive
Officer. "By utilizing UPS's extensive infrastructure of
facilities, people, systems and expertise, we are able to move
our business to the next level and immediately connect our
developing network of global partner mills to provide a seamless
transfer of goods for our customers."

In addition to servicing the company's international logistic
needs, UPS will also manage the company's domestic
transportation, providing coordinated services and maximizing
the benefits of partnering with a single global provider.

The company also announced that as part of the transition to its
expanded logistical services it would phase out its trucking
operations and transportation division offices located in
Burlington, NC, which employ approximately 130 employees. This
transition is expected to be complete by early February. The
company will work closely with all affected employees to ease
their transition to other employment.

"We wish to thank our transportation employees for their
excellent service," Henderson commented further. "For many years
our transportation operations and private fleet have effectively
served our operations. However, given our expanded international
requirements, the time and cost of establishing our own global
network is not feasible and can be best accomplished through
UPS's established resources."

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in
Hong Kong, Burlington Industries is one of the world's most
diversified developers, marketers and manufacturers of softgoods
for apparel and interior furnishings.

Burlington Industries, Inc., is one of the world's largest and
most diversified manufacturers of softgoods for apparel and
interior furnishings. The Company filed for Chapter 11
reorganization on November 15, 2001, in the U.S. Bankruptcy
Court for the District of Delaware.


CALPINE CORP: Fitch Hatchets Senior Unsecured Debt Rating to B+
---------------------------------------------------------------
Calpine Corp.'s senior unsecured debt rating has been downgraded
to 'B+' from 'BB' by Fitch Ratings. In addition, CPN's
outstanding convertible trust preferred securities and High
TIDES are lowered to 'B-' from 'B'. The Rating Outlook is
Stable. Approximately $9.3 billion of securities are affected.

The rating action follows a review of CPN's recently reported
financial results and Fitch's revised view of power market
prices across various U.S. regional markets. The downgrades
reflect CPN's high debt leverage and the expectation that
leverage and credit measures will remain under pressure due to
continued weakness in the U.S. wholesale power market. In
addition, the revised rating levels reflect a lower assessment
of the residual value of assets available to unsecured creditors
after giving affect to the senior secured liens for the benefit
of banks participating in CPN's $2 billion secured credit
facilities and lenders under CPN's $3.5 billion non-recourse
secured construction financings. Security currently pledged to
banks include a first priority interest in CPN's U.S. natural
gas reserves as well as equity interests in various subsidiaries
holding CPN's generating facilities.

The Stable Outlook incorporates Fitch's expectation that CPN
will be able to restructure or extend its various secured bank
debt maturities totaling $5.5 billion through November 2004.
Also, CPN bolstered its near-term liquidity position in 2002
through asset sales and the issuance of $734 million of new
common equity in April. Moreover, the terms of CPN's $1 billion
revolver enable CPN to extend $600 million of letters of credit
for an additional 364 days thus providing some liquidity cushion
in a downside scenario. While these factors bode well for near-
term liquidity, there is little opportunity for CPN to reduce
leverage or materially improve credit measures in the near-term.

CPN's current financial profile is aggressive, especially given
cyclical commodity market conditions which have significantly
reduced realized returns on the unhedged portion of CPN's
generating portfolio (approximately one-third of installed
capacity). In addition, CPN's remaining plant construction
program will continue to place near-term pressure on the
company's credit profile as cash inflows and earnings tend to
lag investment expenditures. CPN's credit measures remain weak
relative to its ratings even before considering the additional
leverage attributable to off balance sheet operating plant
leases. For the 12-month period ended Sept. 30, 2002 total debt
to capitalization approximated 72% with total debt to EBITDA of
about 10.0 times. Adjusted for operating leases, Fitch estimates
that adjusted debt to EBITDA plus operating leases expense
(EBITDAR) exceeds 11.0x. CPN's credit measures could strengthen
over the next several years as new projects enter commercial
operation and begin to produce cash flows, a full recovery will
depend on a cyclical recovery in spark spreads and CPN's success
in negotiating new term power sales agreements.

These concerns are offset in part by CPN's sound operating
fundamentals and the core competencies of CPN's power generating
activities. CPN operates a geographically diverse portfolio of
highly efficient base load natural fired generating units. With
more than 65% of its estimated 2002 power sales hedged under
long-term contracts primarily with creditworthy utilities,
municipalities, co-ops, and other load serving entities, CPN has
been somewhat insulated from the depressed commodity price
environment. However, Fitch notes that absent any new contracts,
the percentage of CPN's generating portfolio under contract
could decline to around 40% by 2005. Another positive factor is
that remaining corporate level debt maturities are relatively
well spread over the next several years with no significant
maturities until 2008 when $2 billion of senior notes come due.


CLASSIC COMMS: Plan Confirmation Hearing Reset for Dec. 17, 2002
----------------------------------------------------------------
On November 12, 2002, the U.S. Bankruptcy Court for the District
of Delaware approved the Disclosure Statement of Classic
communications, Inc., and its debtor-affiliates, as containing
adequate information in explaining the Debtors' First Amended
Plan of Reorganization.

Today, at 4:00 p.m. Eastern Time, is set as the deadline for the
submission of ballots to accept or reject the Plan, which date
has been extended from its previously scheduled deadline of Dec.
4. The same date and time is set as the deadline for all
objections to the Confirmation of the Debtors' Plan.

In light of the new deadlines set by the Court, the hearing to
consider the Debtors' Plan is now set for December 17, 2002,
instead of the previously scheduled Dec. 10. The Confirmation
Hearing will be heard by the Honorable Peter J. Walsh.

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


COLD METAL: Retains Keen Realty to Market Youngstown Facility
-------------------------------------------------------------
Cold Metal Products, Inc., has retained Keen Realty, LLC and CB
Richard Ellis to market and dispose of the company's
manufacturing facility in Youngstown, Ohio.

Keen Realty is a real estate firm specializing in restructuring
and liquidating real estate nationwide. CB Richard Ellis is a
vertically integrated commercial real estate services company
with a geographically diversified network focusing on
transaction management, financial services, and management
services. Cold Metal Products filed for Chapter 11 protection on
August 16, 2002 in the United States Bankruptcy Court of the
Northern District of Ohio.

"This 425,000 square foot manufacturing facility will move
fast," said Mike Matlat, Keen Realty's Vice President. "We are
encouraging prospective buyers to submit their offers
immediately. Interested parties must move quickly as the right
offer can be accepted and the property withdrawn from the
January auction," Matlat added.

The 425,219+/- sq. ft. facility is located on 25+/- acres of
land. There are 70,225+/- sq. ft. of office space, and
354,994+/- sq. ft. of manufacturing space, with 30 to 50 ft.
clearance to the bottom of the roof joists. There are 20+/-
overhead cranes located throughout the facility. The building is
well maintained and has good access to all major transportation
routes.

For over 20 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with over 130 clients nationwide, evaluated and disposed of over
180,000,000 square feet square of properties, and repositioned
nearly 11,000 stores across the country.

In addition to Cold Metal Products, other current clients
include: FOL Liquidation Trust, American Candy Company, CMI
Imdustries, Anamet Industrial, Footstar, Graham Field, Cooker
Restaurants, Rodier Paris, Warnaco Retail, and Matlack Trucking.

The Cleveland office of CB Richard Ellis opened in 1986. Since
that time, the firm has grown to be a market leader in all
facets of commercial real estate brokerage and property
management. Companies that CB Richard Ellis Cleveland has
advised include: Sales or leases have been completed recently
with First Merit Bank, Nedick Real Estate, National Interstate
Insurance Company, Allstate Insurance Company, Schubert
Enterprises, Essex Ltd., VPCH Partnership, and Rennick Anndreoli

For more information regarding the sale of this facility for
Cold Metal Products, please contact Keen Realty, LLC, 60 Cutter
Mill Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-
2700, Fax: 516-482-5764, e-mail: krc2@keenconsultants.com Attn:
Mike Matlat or CB Richard Ellis, 200 Public Square, Suite 2560,
Cleveland, OH 44114, Telephone: (216) 363-6409, Fax: (216) 363-
6466, e-mail: mhoward@cbre.com Attn: Michael Howard.


COLUMBUS MCKINNON: Gets $100M Credit Facility from Fleet Capital
----------------------------------------------------------------
Fleet Capital Corporation, one of the nation's largest asset-
based lenders, served as agent for a $100 million senior secured
credit facility to Columbus McKinnon Corporation (NASDAQ: CMCO),
a leading worldwide designer and manufacturer of material
handling products, systems and services. Fleet Securities, Inc.,
was sole lead arranger of the senior secured facility and placed
$70 million in a second lien secured term loan. Columbus
McKinnon has been a Fleet customer since 1986.

"The asset-based credit facility from Fleet Capital provides
flexibility and liquidity to refinance existing debt and provide
ongoing working capital requirements," said Columbus McKinnon
President and CEO, Timothy T. Tevens. "This transaction also
gives us the means to manage our business through difficult
economic times."

"By leveraging the broad capabilities of FleetBoston Financial,
we were able to offer a creative financing solution that worked
for industry leader Columbus McKinnon," said Fleet Capital
President and CEO James G. Connolly. "This refinancing addresses
Columbus McKinnon's need for capital resources to manage its
business."

"We are pleased to be able to provide this unique financing
package to one of our long-term banking relationships," said
Fleet Securities, Inc. Managing Director Christopher Carmosino.
"Our knowledge of Columbus McKinnon, asset-based lending and the
debt capital markets allowed us to successfully structure and
execute this transaction."

Founded in 1875, Amherst, NY-based Columbus McKinnon Corporation
-- http://www.cmworks.com-- is the largest integrated  
manufacturer and distributor of material handling equipment in
North America. Its key products include hoists, cranes, chain
and forged attachments. The company operates manufacturing
facilities worldwide and its products are sold primarily through
third-party distributors.

Fleet Capital Corporation -- http://www.fleetcapital.com--  
which has more than 20 offices located throughout the United
States, provides asset-based loans and a broad array of capital
markets products to domestic middle-market companies and their
foreign subsidiaries. Fleet Capital is part of FleetBoston
Financial, the nation's seventh largest financial holding
company with approximately $187 billion in assets. The company's
principal businesses, Personal Financial Services and Wholesale
Banking, offer a comprehensive array of innovative financial
solutions to 20 million customers. Fleet's Wholesale Banking
division provides commercial lending, syndications, leasing,
cash management, asset-based finance, foreign exchange and
interest rate derivatives to corporate clients. FleetBoston
Financial is headquartered in Boston and listed on the New York
Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE:
FBF). For more information about Fleet Capital, visit
http://www.fleetcapital.com

                         *    *    *

As reported in Troubled Company Reporter's September 12, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Columbus McKinnon Corp., to single-'B' from single-
'B'-plus following the company's announcement that it had
withdrawn its registration statement for a follow-on public
equity offering.

Proceeds from the offering were expected to be used to reduce
debt, which would have modestly improved the company's
aggressive financial profile. At the same time, Standard &
Poor's removed the rating from CreditWatch. The rating action
affects about $325 million in outstanding debt securities. The
outlook is stable.


COVANTA ENERGY: Lease Decision Period Hearing Set for March 26
--------------------------------------------------------------
At Judge Blackshear's order, Covanta Energy Corporation and its
debtor-affiliates' motion to extend the lease decision period is
deemed re-filed.  The Court will conduct a hearing on March 26,
2003 at 2:00 p.m. to decide whether the time to reject or assume
leases should be extended to July 25, 2003.

Responses or objections, if any, must:

   -- be in writing,

   -- state with particularity the reasons for the objection,
      and

   -- be filed with the Court and served on the Debtors'
      counsel, by 4:00 p.m., Eastern Time, on March 21, 2003.
      (Covanta Bankruptcy News, Issue No. 18; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)    


CSFB COMM'L: Fitch Ups Ratings on 2001-FL1 Mortgage P-T Notes
-------------------------------------------------------------
CSFB Commercial Mortgage Securities Corp.'s mortgage pass-
through certificates, series 2001-FL1, $18.1 million class B is
upgraded to 'AAA' from 'AA'. In addition Fitch upgraded the
following classes: the $19.2 million class C to 'AA' from 'A',
the $15.4 million class D to 'A+' from 'BBB', the $7.5 million
class E to 'A-' from 'BBB-', the $7.4 million class F to 'BBB-'
from 'BB+', the $11.1 million class G to 'BB+' from 'BB' and the
$5.6 million class H to 'BB' from 'BB-'. Fitch also affirmed the
$91.6 million class A, interest-only classes A-X and A-Y at
'AAA', the $13.9 million class J at 'B' and the $4.6 million
class K at 'B-'. The class L and M certificates are not rated by
Fitch. The rating affirmations follow Fitch's review of the
transaction, which closed in January 2001.

The upgrades are a result of increases in credit enhancement
caused by maturities and subsequent payoffs of the underlying
loans. As of the November 2002 distribution date, the pool's
aggregate principal balance has been reduced by approximately
47%, from $402.4 million at closing to $213.0 million. No loans
have been delinquent since closing. Seventeen loans have paid
off since closing, including the largest loan in the transaction
(400 Madison Avenue), representing 13% of the pool. The
transaction is structured in a modified pro-rata format where
principle is paid pro-rata once certain credit enhancement
triggers have been met. As of the November 2002 distribution
date the transaction is paying pro-rata interest and principal
but will revert to sequential pay once the certificates have
paid down to 37% of the original certificate balance.

The certificates are currently collateralized by 20 floating-
rate mortgage loans, consisting primarily of multifamily (58% by
balance), hotel (19%), office (17%), and retail (5%) properties,
with significant concentrations in Texas (63%), Virginia (11%),
Maryland (5%) and Massachusets (5%).

Midland Loan Services, the master servicer, collected year-end
2001 property operating statements for 100% of the pool balance.
The 2001 weighted average net cash flow for these loans has
dropped 7.8% from issuance to $2.3 million from $2.5 million
(for the same loans) at closing.

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


DION ENTERTAINMENT: Chairman & CEO Leo Dion Resigns from Company
----------------------------------------------------------------
The Board of Directors of Dion Entertainment Corp., (TSX:DIO)
announces that Mr. Leo Dion, the Chairman and Chief Executive
Officer of the Company has resigned effective immediately.

The Company also announces that Mr. Christophe Taylor and Mr.
Louis Dion have agreed to become directors of the Company.

Mr. Taylor is an independent investment advisor with a major
nation-wide private investment and planning firm. He has held
numerous positions within the financial service industry having
worked with management of companies through various stages of
their corporate growth providing expertise in strategic
planning, implementation and capital development.

Mr. Louis Dion has served many roles with the Company since its
inception including director, officer and consultant. Mr. Dion
was one of the original founders of the Company and brings more
than 25 years of related experience in the industry.

The Company welcomes both new board members to the Board and
thanks Mr. Leo Dion for his many contributions to the Company.

The Board of Directors of the Company now consists of Louis
Dion, Lyle Rowland, Steen Hansen and Christophe Taylor.

The new Board is working diligently to stabilize the Company and
is committed to act as quickly as possible to move its projects
forward.

                         *    *    *

As reported in Troubled Company Reporter's November 29, 2002
edition, the Company said that D.A.W. Investments Limited, a
company controlled by David Wallace, the largest shareholder of
the Company, had noted the Company in default under a loan
agreement dated June 17, 1999, and a pledge agreement dated
January 31, 1996. Consequently, DAW had taken steps to appoint
David Wallace as the sole director of Great Canadian Bingo
Corp., a subsidiary of the Company.

The Company is reviewing its alternatives in respect of the
action by DAW. DAW has also demanded repayment of an aggregate
of $561,426.61 under a loan agreement dated October 12, 2000
between DAW and the Company. In connection with this demand DAW
has delivered to the Company a Notice of Intention to Enforce a
Security given pursuant to section 244 of the Bankruptcy and
Insolvency Act. The security to be enforced is in the form of
Security Agreements, Amended and Restated Security Agreements
General Security Agreements and Security Pledge Agreements
between the parties. The total amount of the secured
indebtedness to DAW is approximately $6,000,000. The secured
creditor will not have the right to enforce the security until
after the expiry of a 10-day period. The Company is reviewing
its alternatives and will continue to attempt to work with the
secured creditor to remedy the situation.


DOW CORNING: Dow Chemical Wins Dismissal of Spitzfaden Verdict
--------------------------------------------------------------
The 4th Circuit Court of Appeal in Louisiana has sided with The
Dow Chemical Company (NYSE: DOW) in a long-standing dispute over
a silicone breast implant trial. The December 5, 2002 decision
reverses the verdict and a trial court ruling that would have
applied this preliminary finding to claimants in a class-action
lawsuit, even though the class action had been dissolved.

Dow's appeal concerned court rulings and a preliminary verdict
in the Spitzfaden trial (named for the original plaintiff,
Marilyn Spitzfaden), which was held intermittently from March
28-August 14, 1997 in a New Orleans courtroom. Presiding
Louisiana District Judge Yada T. Magee had divided the trial
into several phases, with Phase I to address issues regarding
the company's conduct, and Phase II to decide whether the
product had caused the plaintiffs' injuries. The case proceeded
as a class action, despite Dow's objections that it had been
improperly certified.

The jury found against Dow in Phase I, but before Phase II had
begun, Judge Magee granted Dow's motion to decertify the class,
finding that the claims spanned too wide a variety of
circumstances and issues. However, she denied Dow's request to
throw out the Phase I verdict, ruling instead that the verdict
would still apply to the eight plaintiffs who were named in the
suit, as well as to all 1,800 members of the former class.

In the appeals court decision, the 4th Circuit said that Judge
Magee should not have let the Phase I verdict stand, either
against the eight named plaintiffs, or the other former class
members after the class was decertified. In addition to
reversing Judge Magee's ruling, the court found that her plan
for dividing the trial into separate phases for conduct and
causation was "in clear violation" of Louisiana law and that the
Phase I finding was therefore, "highly prejudicial against Dow."

"This is a welcome vindication, especially since Dow Chemical
has always contended it should never have been involved in
breast-implant litigation," said Dow spokesperson John Musser.
"We appreciate the 4th Circuit's careful consideration of the
case and applying the law in an appropriate manner."

Dow Chemical did not develop, test or manufacture silicone
breast implants, and the company was dismissed from some 4,000
implant cases because no basis was found to hold it liable. Dow
Chemical is half-owner of breast- implant manufacturer Dow
Corning Corporation, which sought Chapter 11 bankruptcy
reorganization in 1995.

The vast majority of breast-implant claims against Dow Corning
and Dow Chemical were resolved in a global settlement that
became part of Dow Corning's bankruptcy reorganization process.
Since the silicone controversy arose in the early 1990s, the
overwhelming weight of medical evidence has demonstrated no
association between silicone breast implants and systemic
disease.

                         *   *   *   

A handful of appeals stand in the way of Dow Corning's confirmed
plan of reorganization taking effect to implement a $1.3 billion
settlement facility and pay-off all commercial claims in full.  
All matters in Dow Corning's 1995 chapter 11 case now pend
before The Honorable Denise Page Hood in the U.S. District Court
for the Eastern District of Michigan.  


ELAN CORP: Completes Avinza License Restructuring with Ligand
-------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced that the amendment
to the terms of its development, license and supply agreement
with Ligand Pharmaceuticals, Inc., regarding Avinza(TM)
(morphine sulfate extended-release) capsules, previously
announced on November 12, 2002, has become effective.

As per the terms of the amended agreement, Ligand has made a
cash payment of $100 million to Elan.

The proceeds from the amended agreement will form part of Elan's
targeted proceeds as outlined in its recovery plan. Elan's cash
position will in future periods be dependent on a number of
factors, including its asset divestiture program, its balance
sheet restructuring, its debt service requirements and its
future operating cash flow. In addition to the actions and
objectives previously outlined with respect to Elan's recovery
plan, Elan may in the future seek to raise additional capital,
restructure or refinance its outstanding indebtedness,
repurchase its equity securities or its outstanding debt,
including its Liquid Yield Option Notes, in the open market or
pursuant to privately negotiated transactions, or take a
combination of such steps or other steps to increase or manage
its liquidity and capital resources. Any such refinancings or
repurchases may be material.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in
neurology, pain management and autoimmune diseases. Elan shares
trade on the New York, London and Dublin Stock Exchanges.


ENCOMPASS SERVICES: Look for Schedules & Statements by March 4
--------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates
obtained permission from the Court extending their deadline
until March 4, 2003, to file their schedules of assets and
liabilities, statements of financial affairs, and schedules of
executory contracts and unexpired leases.

Houston, Texas-based Encompass is the largest independent
supplier of mechanical, electrical, and janitorial services in
North America, with revenues around $4 billion. Encompass was
formed through the merger of GroupMAC and Building One Services
in 2000.


ENRON: Wins Nod to Include ServiceCo in Travelers' Insurance
------------------------------------------------------------
ServiceCo Holdings, Inc., and its direct and indirect
subsidiaries, all non-debtor, majority-owned subsidiaries of
Enron Corp., need to obtain insurance coverage, beginning on
October 31, 2002 with respect to workers' compensation and
employers' liability, general liability and automobile
liability. In the event that ServiceCo fails to pay its workers'
compensation obligations, ServiceCo will be in violation of
various state workers' compensation laws and this could have a
material effect on the value of the Debtors' equity state in
ServiceCo.  In the same manner, if ServiceCo fails to obtain a
general liability and automobile liability coverage as provided
for in the Debtors' Renewed Travelers Insurance Program,
ServiceCo will be exposed to substantial liability for any
damages resulting to persons and property of ServiceCo and
others.

The Travelers Indemnity Company agreed to provide ServiceCo with
workers' compensation and employers' liability, general
liability and automobile liability coverage through an amendment
to the Renewed Travelers Insurance Program.  After consultation
with their broker, Enron and ServiceCo believe that Travelers is
the only insurance provider willing to provide ServiceCo with
the requisite insurance coverage.

Thus, the Parties entered into a Court-approved Stipulation to
authorize Enron to add ServiceCo to the Renewed Travelers
Insurance Program.  With the amendment of the Program:

   -- ServiceCo will post an additional $3,000,000 collateral,
      in behalf of Enron, concurrent with the additional risk;

   -- ServiceCo will pay a significant portion of the increased
      premium obligation of $900,000 related to its addition to
      the Renewed Travelers Insurance Program;

   -- Travelers will bill ServiceCo directly for ServiceCo-
      related losses and obligations; and

   -- Travelers will first seek to satisfy unpaid ServiceCo
      related obligations from the collateral ServiceCo provided
      before seeking satisfaction of those obligations from
      other collateral securing Travelers under the Program.      
      (Enron Bankruptcy News, Issue No. 50; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.875% bonds due 2003 (ENRN03USR3), DebtTraders
reports, are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


GENESEE CORP: Reports Net Assets in Liquidation for 2nd Quarter
---------------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) issued its statement of net
assets in liquidation and statement of changes in net assets in
liquidation as of and for the second fiscal quarter ended
October 26, 2002.

The Corporation is currently operating under a plan of
liquidation and dissolution that was approved by shareholders in
October 2000. Under this plan, the Corporation has divested its
operating businesses and liquidated substantially all of its
other assets. The Corporation sold its brewing and equipment
leasing businesses in December 2000 and its Foods Division in
October 2001. In May 2002 the Corporation sold its investment in
the Clinton Square office building in Rochester, New York. On
September 16, 2002, the Corporation sold its two remaining real
estate holdings to its partners in those investments.

The Corporation has distributed the net proceeds of these
transactions, after reserving for contingent liabilities and
post closing obligations related to those transactions, in a
series of liquidating transactions. As of October 26, 2002, five
liquidating distributions totaling $56.1 million, or $33.50 per
share, have been paid to shareholders.

In accordance with generally accepted accounting principles, the
Corporation has adopted the liquidation basis of accounting.
Under the liquidation basis of accounting, the Corporation does
not report results from continuing or discontinued operations.
Instead, the Corporation reports only net assets in liquidation
and changes in net assets in liquidation.

The Corporation reported net assets in liquidation at October
26, 2002 of $15.2 million, or $9.10 in net assets per share,
compared to net assets in liquidation at July 27, 2002 of $29.9
million, or $17.87 in net assets per share. The $14.7 million
decrease in net assets in liquidation in the second fiscal
quarter reflects the following adjustments:

     * $8.4 million, or $5.00 per share, liquidating
       distribution paid on August 26, 2002.

     * $5 million, or $3.00 per share, liquidating distribution
       paid on October 11, 2002.

     * Adjustment of the amount recorded for the $4 million note
       receivable from High Falls Brewing Company to $2.8
       million to reflect management's current estimate of the
       fair value of the note.

     * $450,000 increase in accrued compensation and other
       expenses to reflect management's current estimate of the
       cost to complete the Corporation's plan of liquidation
       and dissolution and operate the Corporation through
       its dissolution.

     * $350,000 increase in the accrual for New York sales and
       use tax liability as the result of a preliminary audit of
       the Corporation's former brewing business.

     * $299,000 of interest income received by the Corporation
       during the second quarter.

The net assets in liquidation reported at October 26, 2002
reflect management's current estimates of the net realizable
value of the Corporation's assets and the settlement costs of
the Corporation's liabilities. The actual values and costs are
expected to differ from the amounts shown herein and could be
greater or lesser than the amounts recorded.


GENUITY INC: Wants to Assume and Assign Contracts and Leases
------------------------------------------------------------
As part of the Asset Sale, Genuity Inc., and its debtor-
affiliates seek authority the Court's authority to:

   -- assume and assign the Assumed Contracts and Assumed Leases
      to the Purchaser, free and clear of all Claims and
      Interests of any kind or nature whatsoever, effective as
      of the applicable Assumption Date; and

   -- execute and deliver to the Purchaser any documents or
      other instruments as may be necessary to assign and
      transfer the Assumed Contracts and Assumed Leases to the
      Purchaser.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, tells the Court that on or before the
Assumption Date, the Debtors will pay in full all Cure Amounts
in respect of undisputed cure claims and the undisputed portion
of any Cure Amount in respect of a disputed cure claim, and will
segregate the disputed portion of any Cure Amount in respect of
any disputed cure claim pending the resolution of any dispute by
this Court or mutual agreement of the parties.

To facilitate the timely and efficient resolution of objections
relating to the proposed assumptions and assignments, the
Debtors seek the Court's authority to settle, compromise or
resolve any disputed Cure Amounts with the relevant non-debtor
party to an Assumed Contract or Assumed Lease without Bankruptcy
Court approval or notice to any party.

                   Initial Assumed Agreements

The Debtors will serve on all non-debtor parties to the Customer
Contracts, the Assumed Contracts and the Assumed Leases a notice
of:

   -- the Debtors' intention to assume, assign and transfer the
      designated agreements to the Purchaser as of the Closing
      Date; and

   -- the Cure Amount, if any, required to be paid to cure any
      monetary default related to each designated agreement.

The Debtors propose that each Assumption Notice Party will have
until the deadline established by the Court in the Procedures
Order to file with the Bankruptcy Court and serve on certain
notice parties an objection to the assumption and assignment of
its agreement or the Cure Amount, and must state in its
objection with specificity what Cure Amount it asserts is
required.  If no Assignment Objection is timely received from
any non-debtor party, the applicable Assumed Contract or Assumed
Lease will be assigned to the Purchaser on the Closing Date, and
the Cure Amount will be fixed at the amount set in the Initial
Assumption Notice, notwithstanding anything to the contrary in
any Assumed Contract or Assumed Lease or any other document, and
the Assumption Notice Party will be:

   -- deemed to have waived and released any right to assert an
      objection to the proposed assignment of the Initial
      Assumed Agreement or the Cure Amount, and to have
      otherwise consented to the assumption and assignment of
      the Initial Assumed Agreement; and

   -- forever barred, permanently enjoined and estopped from
      asserting or claiming any other or further claims against
      the Debtors, the Purchaser, their respective successors
      and assigns, the Purchased Assets, or the property or
      assets of any or all parties, as to the Assumed Contract
      or Assumed Lease or on grounds that any additional amounts
      are due or defaults exist, or conditions to assignment
      must be satisfied, under the Assumed Contract or Assumed
      Lease except with respect to defaults occurring wholly
      after the Assumption Date.

If one or more Assignment Objections are received, hearings with
respect to any objections may be held at the Sale Hearing or at
any other date as the Court may designate, provided that if the
Assumed Contract or Assumed Lease is assumed and assigned to the
Purchaser, the Debtors will pay in full all Cure Amounts in
respect of undisputed cure claims and the undisputed portion of
any Cure Amount in respect of a disputed cure claim, and will
segregate the disputed portion of any Cure Amount in respect of
any disputed cure claim pending the resolution of any dispute by
this Court or mutual agreement of the parties.

                     Later Assumed Agreements

On or prior to three months following the Closing Date, the
Purchaser may elect to have the Debtors assume and assign to the
Purchaser one or more Undesignated Agreements and one or more
Underlying Service Agreements.

The Debtors propose that these procedures apply to the
assumption and assignment of any Undesignated Agreement or
Underlying Service Agreement:

   -- At any time after entry of the Sale Order and on or prior
      to the Election Date, the Purchaser may notify the
      Debtors, in writing pursuant to the terms of the Purchase
      Agreement, of its desire for the Debtors to assume and
      assign to the Purchaser any Underlying Service Agreement
      or Undesignated Agreement;

   -- Within two business days of notice, the Debtors will file
      with the Court and serve a notice of the assumption and
      assignment of the Assumed Transition Agreement to the
      Purchaser on:

      a. each non-Debtor party to the agreement,

      b. counsel to the Purchaser,

      c. counsel to the Committee,

      d. counsel to Verizon, and

      e. counsel to the administrative agent for the Bank Group.

      Each Assumption Notice will identify the relevant Assumed
      Transition Agreement and set forth the Debtors' proposed
      "cure amount" with respect to the relevant Assumed
      Transition Agreement;

   -- Each non-debtor party to an Assumed Transition Agreement
      will have 10 days from the date of the relevant Assumption
      Notice to file with the Court and serve on the Notice
      Parties an objection:

      a. to the proposed cure amount set forth in the Assumption
         Notice, and

      b. asserting actual pecuniary losses.

      No other form of objection to any Assumption Notice will
      be permitted.  If no Cure Objection is timely filed and
      served with respect to a particular Assumed Transition
      Agreement, the "cure amount" for the Assumed Transition
      Agreement will be that proposed by the Debtors in the
      relevant Assumption Notice, and the cure amount will be
      paid by the Debtors as of the respective Assumption Date.  
      If a Cure Objection is timely filed and served with
      respect to a particular Assumed Transition Agreement, then
      the Debtors will pay the full amount of the undisputed
      portion of the cure amount and segregate the full amount
      of the disputed portion of the cure amount pending
      resolution of the Cure Objection, and pay to the objecting
      party, after resolution of any dispute by agreement of the
      parties or Court order, the remaining cure amount, if any,
      set forth in the agreement or order;

   -- Regardless of whether a Cure Objection is timely filed and
      served, the relevant Assumed Transition Agreement will be
      assumed by the relevant Debtor and assigned to the
      Purchaser, without the need for any further notice,
      motion, hearing or order, as of the date that is 10 days
      following the date of the relevant Assumption Notice.  All
      necessary authority for the assumption and assignment,
      including a finding that the Debtors and the Purchaser
      have provided "adequate assurance of future performance",
      will be provided by the Sale Order, and the entry of same
      will bar and prohibit any non-debtor party to an Assumed
      Transition Agreement from asserting any future objection,
      other than a Cure Objection, to the assumption and
      assignment; and

   -- After assignment of the relevant Assumed Transition
      Agreement on the relevant Assumption Date, the Debtors
      will be relieved from any liability for any breach of the
      agreement. (Genuity Bankruptcy News, Issue No. 2;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEO SPECIALTY: Opens Manufacturing Plant in Lake Charles, LA
------------------------------------------------------------
GEO Specialty Chemicals, Inc., recently completed construction
of a manufacturing plant in Lake Charles, Louisiana, for the
production of sodium aluminate and other aluminum-based
products. GEO has retrofitted the plant's existing equipment and
installed new specialized equipment. This is GEO's first
aluminate plant, and it is now up and running.

The plant is located at the Port of Lake Charles and has deep-
water access for shipping and receiving barge quantities of raw
materials and finished products. This facility expands GEO
Specialty Chemicals' aluminum chemical product offerings, which
now include alum, PAC (poly-aluminum chloride), ACH (aluminum
chlorohydrate), blends, and now sodium aluminate. GEO has the
most diverse product offerings of aluminum-based chemicals for
the titanium dioxide, catalyst, pulp and paper and water
treatment industries in the Southeast.

According to Denny Grandle, GEO's vice president and general
manager of its aluminum products business, the Lake Charles
facility demonstrates GEO's long-term commitment to provide its
customers with both value and quality products and service. "The
Lake Charles facility increases GEO's Gulf Coast presence and is
an ideal location for the production of other aluminum
chemicals."

The new facility will enable GEO to better serve its customers
in several important ways, explains Brian Steppig, GEO's pulp
and paper manager. "We can now provide our paper mill customers
the full range of products and services they've requested. We
can also expand our capabilities to serve a broader customer
base, including the catalyst and titanium dioxide industries."

GEO Specialty Chemicals is a global manufacturer of specialty
chemicals serving the rubber and plastics, water-treatment,
coating, construction, optoelectronics and compound
semiconductor industries. GEO has twenty-one plants in four
countries. The company has grown through strategic acquisition
and internal efforts to become a $200M company.

As reported in Troubled Company Reporter's November 7, 2002
edition, Standard & Poor's revised its outlook on GEO Specialty
Chemicals Inc., to negative from stable based on concerns about
operating conditions in the gallium market and the firm's
reduced liquidity.

Standard & Poor's said that it has affirmed its single-'B'-plus
corporate credit and bank loan ratings and its single-'B'-minus
senior subordinated debt rating on the company. GEO, based in
Cleveland, Ohio, produces a diverse line of specialty chemicals
and has about $217 million of debt outstanding.


GLOBAL CROSSING: Obtains Approval of Settlement with Hitachi
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of its proposed Settlement Agreement with
Hitachi Telecom (USA) Inc., in relation to their disputed
claims.

The salient terms of the Hitachi Settlement Agreement are:

A. Parties:  GC North American Networks; Global Crossing
   Bandwidth, Inc.; Global Crossing Telecom, Inc.; Global
   Crossing Holdings Ltd.; and Hitachi USA;

B. Payments Under DWDM Addendum for Remaining Red Band Capacity:
   $8,000,000 for the purchase of the remaining capacity in the
   Red Band for the AMN6100 DWDMs in accordance with this
   schedule:

   -- $1,000,000 each of the first 4 quarters beginning
      September 15, 2002 and


   -- $2,000,000 each of the next 2 quarters beginning
      August 15, 2003;

C. Payments Under DWDM Addendum for Spare Parts:  $1,260,000 for
   certain DWDM-related spare parts, in 4 quarterly installments
   of $315,000 each beginning September 15, 2002 and ending May
   15, 2003;

D. Payments for Maintenance Support Services:  $3,000,000
   annually for certain maintenance support services to be
   provided by Hitachi, due and owing on the first day of each
   technical support year, but payable quarterly in installments
   of $750,000 beginning on September 15, 2002;

E. Software Upgrades:  Hitachi will provide, at no additional
   charge, software upgrades relating to DWDM products purchased
   by GC North American Networks;

F. Title Transfers:  With respect to certain Transponders
   delivered by Hitachi to GC North American Networks on
   consignment for use in connection with the Red Band, title
   will transfer to GC North American Networks upon receipt by
   Hitachi of the full purchase price.  Title to the Red Band
   and Transponders for which GC North American Networks has
   already paid the full purchase price will pass to GC North
   American Networks upon receipt by Hitachi of the first Red
   Band Installment.  Title to the DWDM-related spare parts
   being purchased by GC North American Networks will transfer
   to GC North American Networks upon receipt by Hitachi of the
   first Spare Parts Installment;

G. Claims for Services:  The $300,000 previously paid by Hitachi
   in respect of certain telecommunications services to be
   provided by GC Bandwidth and GC Telecom will be deemed to be
   payment for all services through and including December 31,
   2001 and GC Bandwidth will be entitled to retain the amount
   by which said $300,000 exceeds the cost of the services
   actually provided to Hitachi;

H. Change in Term of Supply Agreement:  The Supply Agreement
   will continue in force until December 31, 2003; provided
   that, upon proper request of either party, both parties will
   negotiate in good faith toward the extension of the term of
   the Supply Agreement;

I. Global Crossing Release:  As of the Effective Date, the
   Debtors release Hitachi from any and all claims;

J. Hitachi Release:  As of the Effective Date, Hitachi releases
   the Debtors from any and all claims, other than certain
   limited exceptions; and

K. Assumption of Executory Contracts:  The Debtors will assume
   the Hitachi Agreement, as provided in the Hitachi Settlement
   Agreement, provided that no payments will be required in
   connection with the assumption. (Global Crossing Bankruptcy
   News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


HA-LO INDUSTRIES: Wants Exclusivity Extended Until February 28
--------------------------------------------------------------
HA-LO Industries, Inc., and it debtor-affiliates ask for the
U.S. Bankruptcy Court for the Northern District of Illinois to
extend their exclusive periods.  The Debtors tell the Court that
they need until February 28, 2003, to propose a plan of
reorganization.  The Debtors and the Official Committee of
Unsecured Creditors agree to share the right to file a plan, but
want all other parties shut-out from that process.  HA-LO asks
that it maintain the exclusive right to solicit acceptances of
any plan from creditors, through April 30, 2003.

The Debtors point out the significant accomplishments in these
cases since the Petition Date:

  a. Negotiation of a court-approved $31 million DIP Facility to
     assure that the Debtors would be able to meet their ongoing
     obligations to vendors, employees and sales
     representatives;

  b. Development and implementation of a court-authorized vendor
     retention program to maintain or restore vendor confidence,
     as well as to improve the Debtors' liquidity;

  c. Development and implementation of a court-authorized
     employee retention program;

  d. Development and implementation of a court-authorized sales
     representative retention program;

  e. Analysis and rejection of approximately 100 executory
     contracts and unexpired leases to reduce or eliminate
     expenses and eliminate non-economic business units and/or
     contracts;

  f. Development and implementation of a business consolidation
     program, pursuant to which HA-LO rejected the highly-
     expensive lease of its worldwide headquarters and
     consolidated its administrative operations with those of
     Lee Wayne in Sterling, Illinois, thereby reducing annual
     occupancy and personnel expenses by an aggregate amount in
     excess of $20 million;

  g. Sale of HA-LO's Detroit division for approximately $8
     million;

  h. Sale of HA-LO's Canadian subsidiary for approximately $2
     million;

  i. Sale of substantially all of the assets of HA-LO Sports,
     Inc., a subsidiary of HA-LO;

  j. Sale of substantially all of the assets of Promotional
     Products, LLC dba Upshot for approximately $10.25 million;

  k. Sale of substantially all of the assets of Upshot
     Integrated Inc., an indirect subsidiary of HA-LO, for
     approximately $557,000;

  l. Radical restructuring of their business model; and

  m. The payoff of the secured debt to the Banks, which had been
     as high as $74 million in early 2001.

Notwithstanding the substantial progress the Debtors have made
toward the development of a consensual plan of reorganization,
they will be unable to file a plan on the current exclusivity
deadline.

The Debtors relate that in the first few months following the
commencement of these cases, the Debtors focused their resources
on stabilizing their operations and dealing with numerous
critical issues in this bankruptcy case.

Most recently, the Debtors have focused their resources towards
the fulfillment of a dual track strategy designed to maximize
the value of its estate. Under the first track of this strategy,
the Debtors have worked with their investment bankers to explore
the possibility of selling the Company. At the same time, the
Debtors have worked to develop a plan of reorganization under
which the Company will emerge as a reorganized entity.  Upon
recent meetings with the Committee, the Debtors are optimistic
that these meetings will result in a negotiated agreement with
respect to a sale or plan of reorganization.

In the past, the Committee has consented to each of the Debtors'
requests to extend the Exclusive Periods.  The Committee agrees
to this motion to extend exclusivity periods, provided that
through February 28, 2003, neither the Debtors nor the Committee
shall file a plan of reorganization and disclosure statement
unless such party has previously provided the other party with
no less than twenty-one days written notice of its intention to
file such plan and disclosure statement.

Ha-Lo Industries, Inc., provides full service, innovative brand
marketing in the custom and promotional products industry. The
Company filed for chapter 11 protection on July 30, 2001. Adam
G. Landis, Esq., Eric Lopez Schnabel, Esq., and Mary Caloway,
Esq., at Klett Rooney Lieber & Schorling represent the Debtors
in their restructuring efforts.


HARKEN ENERGY: Closes New Credit Facility with Guaranty Bank
------------------------------------------------------------    
Harken Energy Corporation (Amex: HEC) announced the completion
of a new bank credit facility supported by its U.S. domestic oil
and gas properties with Guaranty Bank FSB, oil and gas banking
group, of Houston, Texas with an initial borrowing base of $7.5
million.  At closing, Harken had a balance drawn under the
agreement of approximately $5.0 million which was used to pay-
off the previous credit facility which the company had
outstanding with another bank.

Harken indicated that the terms of this new credit facility
would provide additional flexibility for its domestic oil and
gas operations with covenants and other provisions which reflect
the near term needs of its domestic opportunities.  Under terms
of this facility, the borrowing base will decline monthly
beginning in January 2003 by the amount of $200,000 per month
unless otherwise revised by the regularly scheduled semi-annual
borrowing base redeterminations.

Harken also stated that this new facility would be utilized to
support its domestic oil and gas operations including various
drilling and recompletion projects associated with its property
interests.  The credit facility with Guaranty Bank has a final
maturity date of December 6, 2005.

Harken's Chairman, Mikel D. Faulkner, stated "We are very
pleased to announce this increased liquidity and we look forward
to the application of this credit facility toward the domestic
oil and gas operations during the coming year.  The current
market of higher product prices provides the Company with
opportunities to enhance the value of its domestic oil and gas
reserves and we are encouraged to have additional capital
available to support our primary area of operations."

Based in Houston, Texas, Harken Energy Corporation is an oil
and gas exploration and production company whose corporate
strategy calls for concentrating its resources on exploration
and development of its domestic properties in the Gulf Coast
regions of Texas and Louisiana.   

At September 30, 2002, the Company's balance sheet shows
that total current liabilities exceeded total current assets by
about $33.5 million.

Harken's negative working capital at September 30, 2002 reflects
approximately $33.1 million of Harken's outstanding convertible
notes that are due in May 2003 and therefore are classified as
current liabilities at September 30, 2002. These obligations
were reported as long-term liabilities as of December 31, 2001,
and did not reduce working capital at that date. Because of the
reclassification of these convertible notes at September 30,
2002, Harken required and received a waiver of the current ratio
covenant for the Bank One credit facility for the quarter ended
September 30, 2002. Due to the August 2003 maturity of the Bank
One credit facility, the balance of the Bank One facility has
also been reflected as a current liability as of September 30,
2002.


HOLLINGER INT'L: Issuing $300MM Sr. Notes via Private Placement
---------------------------------------------------------------
Hollinger International Inc., (NYSE: HLR) is planning the
offering, through Hollinger International Publishing Inc., one
of its subsidiaries, of $300 million of senior notes in a
private placement exempt from the registration requirements of
the Securities Act of 1933.  The notes will be guaranteed by
Hollinger International.  Hollinger International intends to use
the proceeds from the offering, together with the proceeds of
borrowings under HIPI's amended $310 million credit facility and
available cash on hand, to redeem existing notes of HIPI, make a
distribution to Hollinger International, and for general
corporate purposes.

The notes to be offered 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.  

Hollinger International Inc., owns English-language newspapers
in the United States, United Kingdom, and Israel.  Its assets
include The Telegraph Group Limited in Britain, the Chicago Sun-
Times, the Jerusalem Post, a large number of community
newspapers in the Chicago area, a portfolio of new media
investments and a variety of other assets. For more information
on Hollinger International Inc., please visit its Web site at
http://www.hollinger.com

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $112 million.

                Update on Financing Initiative

As previously announced, the Company is continuing to pursue a
comprehensive financing initiative in order to extend debt
maturities and provide more advantageous borrowing terms. This
initiative may include a new amended syndicated credit facility
for which Wachovia Securities Inc., would act as lead-arranger
and bookrunner. Additionally this initiative may include the
sale, in a private placement, of long-term debt securities.
Completion of these transactions will be subject to market
conditions, conclusion of definitive agreements and satisfaction
of conditions in such agreements. The long term debt securities
have not and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration under that Act or an applicable exemption from the
registration requirements.


IMAX CORP: S&P Places Junk Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its triple-'C'
corporate credit rating on large-format movie exhibition
equipment company Imax Corp., on CreditWatch with positive
implications due to increased confidence in the company's
ability to meet its near-term obligations without substantially
reducing its modest liquidity.

The New York, New York and Toronto, Canada-based firm had $209
million in debt as of September 30, 2002.

"Imax has dramatically reduced its April 2003 debt maturities
during the past year by repurchasing existing notes at a deep
discount," according to Standard & Poor's analyst Steve
Wilkinson. He continued, "In addition, the company's operating
results have improved due to: restructuring actions taken to
reduce its cost base; disposal of its poorly performing and cash
draining DPI subsidiary; and the relative success of certain
films on its circuit, including a few mainstream offerings."
This has helped keep cash balances at about $25 million in the
past year.

Imax's recent legal settlement with Regal Entertainment Group
should allow it to meet the remaining April 2003 debt maturities
without materially changing cash balances. Still, Mr. Wilkinson
cautioned, "Concerns about Imax's financial profile and its
long-term business sustainability are likely to continue to
weigh on the ratings. EBITDA remains modest, cash flow is
limited, debt remains high, liquidity is weak with no backup
facility in place, and uncertainty remains about Imax's ability
to alter these factors."

Resolution of the CreditWatch listing will weigh Imax's
prospects for improving cash flow and reducing the pressure from
its substantial debt maturities in 2005. The success of these
efforts will largely depend on the company's uncertain ability
to meaningfully increase system sales, which generate the
majority of its revenue and profits, in the next couple of
years.


IMC GLOBAL: Fitch Rates New 11.25% Senior Unsecured Notes at BB
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to IMC Global Inc.'s
new 11.25% senior unsecured notes due June 1, 2011. Fitch has
affirmed the 'BB+' rating on the senior secured credit facility,
the 'BB' rating on the existing senior unsecured notes with
subsidiary guarantees and the 'B+' rating on the senior
unsecured notes with no subsidiary guarantees. The Rating
Outlook has been changed to Negative from Stable.

Most of the estimated $125.1 million in net proceeds from the
recent issuance are expected to repay approximately $98.3
million of IMC's 6.50% senior notes due August 1, 2003. The
terms of the new notes are the same as the terms of the existing
$300 million 11.25% senior unsecured notes due 2011 which were
previously issued in May 2001 and October 2001. These 11.25%
senior unsecured notes are guaranteed by the same subsidiaries
that guarantee the senior secured credit facility. The
guarantors include substantially all of the company's direct and
indirect domestic subsidiaries, as well as certain direct and
indirect foreign subsidiaries. With the completion of this
recent note issuance, IMC is prepared to pay its 2003
maturities.

The Negative Rating Outlook reflects slower than anticipated
earnings recovery to date and in the near-term. The previous
Stable Outlook considered a greater improvement in the size and
pace of earnings recovery. Although incentives for higher
fertilizer use during the spring planting season exist, earnings
remain susceptible to risks from weather, raw material costs,
export demand and competition. Moreover, IMC disclosed weaker
projected earnings for the fourth quarter due to margin pressure
in a recent 8K filing. The filing also disclosed current
negotiations with lenders to amend financial covenants for 2003.

IMC Global is the largest global supplier of phosphate and
potash fertilizers and one of the lowest cost producers in the
world. For the trailing twelve-month period ended Sept. 30,
2002, the company had $2.1 billion in revenue, approximately
$344 million in EBITDA, and $2.1 billion in debt.


INKTOMI: Regains Compliance with NASDAQ Listing Requirements
------------------------------------------------------------
Inktomi Corp., (NASDAQ:INKT) has met the requirements for
continued listing of its common stock on the NASDAQ National
Market. On Dec. 6, 2002, Inktomi received a letter from NASDAQ
confirming that because the closing bid price of Inktomi's
common stock was at $1.00 or higher per share for more than 10
consecutive trading days, the company has regained compliance
with NASDAQ rules.

Under NASDAQ rules, NASDAQ-listed companies that do not maintain
a minimum bid price of $1.00 per share in their stock for more
than 30 consecutive trading days may be subject to delisting
procedures.

Based in Foster City, Calif., Inktomi is a leading provider of
Web search and enterprise information retrieval products.
Inktomi pioneered and is the leading provider of OEM Web search
and paid inclusion services for top consumer portals, Internet
destinations and e-commerce sites worldwide. Its Web search
customers and partners include Amazon.com, eBay, HotBot, MSN and
WalMart.com. On Nov. 13, 2002, Inktomi announced a definitive
agreement to sell its enterprise search business to Verity, Inc.
For more information, visit http://www.inktomi.com  

As previously reported, Inktomi's balance sheet shows that total
current liabilities exceeded total current assets by about $36
million.


INTEGRATED HEALTH: Proposes Uniform THI Deal Bidding Procedures
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to approve uniform bidding procedures, a break-up fee
and reimbursement of certain expenses in connection with the
proposed sale by IHS of all of the capital stock of IHS Long
Term Care, Inc. and IHS Therapy Care, Inc. to THI Holdings, LLC
pursuant to the Stock Purchase Agreement, dated December 3,
2002, or to any other party making a higher or better bid.

To ensure that the Purchase Agreement reflects the highest and
best available offer for the Shares, the Debtors and the
Purchaser have agreed on certain procedures for the solicitation
and consideration of competing bids.  The Debtors propose that
these bidding procedures govern the submission of competing bids
for the Shares:

A. Requirements for Submission of Competing Bids: Any party
    other than the Purchaser which seeks to offer a competing
    bid for the purchase of the Shares must satisfy all of the
    requirements in order for the competing bid to be considered
    by the Debtors:

    -- Proof of Capacity to Close Transaction: Any Competing
       Bidder must provide proof that that is satisfactory to
       the Debtors, in their sole discretion of the Competing
       Bidder's financial capacity, legal capacity and
       managerial capacity to close the transaction it proposes
       within the time frame established by the Debtors, in
       accordance with the Plan;

    -- Acquisition Proposal: Any Competing Bidder must submit to
       the Debtors a written acquisition proposal for the Shares
       for a purchase price, payable in cash, of no less than
       $10,000,000 in excess of the Purchase Price;

    -- Proposed Agreement: Any Competing Bidder must submit to
       the Debtors a signed purchase agreement no less favorable
       to the Debtors than the Purchase Agreement;

    -- Deposit: Any Competing Bidder must make a cash deposit in
       an amount equal to $12,000,000 in immediately available
       funds, which will be held in an escrow account at a
       financial institution designated by the Debtors and
       subject to an escrow agreement or other financial
       arrangements no less favorable to the Debtors other than
       that required of the Purchaser;

    -- Fees and Expenses: The competing bid may not require the
       reimbursement of expenses or payment of any break-up fee,
       termination fee, or similar fee to the Competing Bidder;

    -- Other Requirements: A competing bid will not be a
       Qualified Bid if it is conditioned on the outcome of
       unperformed due diligence by the Competing Bidder or a
       financing contingency of any kind or nature.  Each
       Competing Bidder will be deemed to have acknowledged that
       it has had an opportunity to review all pertinent
       information and documents with respect to the sale and
       purchase of the Shares prior to submitting its competing
       bid and has relied on the review in making its competing
       bid;

B. Manner and Timing for Submission of Competing Bids: A
    competing bid will not be considered a Bid unless, by no
    later than 4:00 p.m. on January 18, 2003, the Competing
    Bidder submits a competing bid that satisfies all of the
    requirements to:

       UBS Warburg LLC
       299 Park Avenue, New York, NY 10171
       Attention: Donald Ritucci

    with copies to:

       -- the Debtors,

       -- the Debtors' counsel,

       -- the United States Trustee,

       -- counsel for the Creditors' Committee,

       -- Eureka,

       -- counsel for the Debtors' prepetition lenders,

       -- counsel for the Debtors' postpetition lenders,

       -- counsel for the Premiere Committee, and

       -- counsel for the Purchaser.

C. Indemnification for Broker and Consultant Commissions: Each
    Qualified Bidder will be responsible for, and will indemnify
    the Debtors and UBS Warburg against, any and all claims for
    consultant and broker commissions, other than those of UBS
    Warburg, where the basis of the claim by any other
    consultant and broker is their asserted dealings with the
    Qualified Bidder;

D. Selection of Winning Bid: The bid that will serve as the
    basis for the Plan will be determined in accordance with
    these procedures:

    -- If No Qualified Bids: If there are no timely-submitted
       Qualified Bids, then the Purchaser will be the Winning
       Bidder;

    -- Best and Final Qualified Bids: If any timely Qualified
       Bids are received, then the Debtors may elect to allow
       parties to submit to the Debtors their best and final
       bids on terms and within a time frame deemed appropriate
       by the Debtors in consultation with the Creditors'
       Committee.  Any Best and Final Qualified Bids will be
       submitted only by the Purchaser or a person who
       submitted a Qualified Bid, and should satisfy all
       requirements to be a Qualified Bid;

    -- Determination of Winning Bid: The Debtors will determine
       in good faith, based on all factors the Debtors deem
       relevant, whether a submitted Qualified Bid meets the
       qualifications and whether the Purchase Agreement or a
       submitted Qualified Bid constitutes the highest and best
       transaction for the sale of the Shares.  In determining
       the Winning Bidder, the Debtors will take into account
       the break-up fee that would be payable to the Purchaser
       if it were not designated the Winning Bidder.  The
       Winning Bid, as determined by the Debtors in their sole
       discretion, will be submitted to the Court for approval
       at the Sale Hearing;

E. Break-Up Fee: If, after entry of this Order, the
    transactions contemplated by the Purchase Agreement are not
    consummated as a result of the termination of the Purchase
    Agreement, then after the consummation of an alternative
    transaction or the consummation of a plan of reorganization,
    the Purchaser will be entitled to receive a $6,000,000
    breakup fee.  The Break-Up Fee will be paid within five
    business days after either consummation of a plan of
    reorganization for the Debtors or the closing of an
    Alternative Transaction, in either case that gives rise to
    the Purchaser's right to receive the Break-Up Fee;

F. Expense Reimbursement: In the event that the Purchaser
    terminates the Purchase Agreement as a result of failure of
    the conditions set forth in the Purchase Agreement, the
    Debtors are required to reimburse the Purchaser for all
    reasonable and documented costs and out-of-pocket expenses
    incurred by the Purchaser in connection with its legal,
    environmental, accounting and business due diligence, the
    preparation and negotiation of the Purchase Agreement, and
    otherwise in connection with the transactions contemplated
    by the Purchase Agreement, up to a maximum of $2,000,000;
    provided, however, that notwithstanding the foregoing, in no
    event will the Purchaser receive or be entitled to receive
    the reimbursement of expenses if the Purchaser receives the
    Break-Up Fee.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in New York, explains that the Bidding Procedures are designed
to strike a balance between inviting competitive bids and
enabling the Debtors to close a sale with the Purchaser within a
reasonable time frame.  The Bidding Procedures, including the
proposed Break-Up Fee, were negotiated at arm's-length between
the Debtors and the Purchaser.  The Debtors do not believe that
the proposed Bidding Procedures would unduly hamper the  
submission of other competing bids.  Moreover, in view of the
nature of the transaction under consideration, the Bidding
Procedures are reasonable in relation to the risk, effort and
expense that the Purchaser has borne and will continue to bear.

The Bidding Procedures, including the Break-Up Fee and the
Expense are integral part of the Purchase Agreement.  The
Purchaser should be reasonably compensated for its willingness
to assume the role of the "stalking horse."  The Debtors submit
that the Break-up Fee, the Expense Reimbursement and the other
Bidding Procedures are necessary to maximize the value of the
Debtors' estates.

Mr. Morton insists that the proposed Bidding Procedures are
reasonable in relation to the efforts expended and to be
expended by the Purchaser and the magnitude and significance of
the proposed transaction.  The amount of the Break-Up Fee is
equal to 3% of the sum of:

-- the cash purchase price to be paid to the Debtors; and

-- the estimated value the Debtors are receiving as a result of
    the Purchaser's assumption of the Debtors' postpetition
    liabilities, which, in the absence of the Purchase
    Agreement, would have to be paid in full by the Debtors
    under any plan of reorganization, pursuant to Section 507 of
    the Bankruptcy Code.

Thus, relative to the overall consideration being offered, the
amount of the Break-Up Fee is at or below that which has been
approved in other bankruptcy cases.

Moreover, should the Debtors ultimately determine that a bid
submitted by a third party other than the Purchaser is the
highest or otherwise best offer for the Shares, and subsequently
consummate a transaction with the bidder, Mr. Morton points out
that these estates would receive more than they would have
received under the Purchase Agreement.  Similarly, the other
Bidding Procedures will ensure that only parties with a serious
and legitimate interest in acquiring the IHS Interests will
participate in the auction process. (Integrated Health
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INVA #1 INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Inva #1 Inc.
        2100 Valley View Lane, Suite 110
        Dallas, Texas 75234             

Bankruptcy Case No.: 02-80899

Chapter 11 Petition Date: December 2, 2002

Court: Northern District of Texas

Judge: Harlin D. Dale

Debtor's Counsel: E. P. Keiffer, Esq.
                  Hance Scarborough Wright Ginsberg
                   & Brusilow, LLP             
                  The Elm Place Building
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 75202
                  Tel: 972-788-1600
                  Fax: 214-744-2615      


JIFFI SNAK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jiffi Snak, Inc.
        One Wells Avenue, Suite 202
        Newton, Massachusetts 02459              
  
Bankruptcy Case No.: 02-18739

Type of Business: Fast Food

Chapter 11 Petition Date: December 4, 2002

Court: District of Massachusetts

Judge: Joan N. Feeney

Debtor's Counsel: Stephen F. Gordon, Esq.
                  Gordon Haley LLP
                  101 Federal Street
                  Boston, Massachusetts 02110-1844
                  Tel: 617-261-0100
                  Fax: 617-261-0789            

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature Of Claim       Claim Amount
------                     ---------------       ------------
Equitable Life Insurance   Rent                       $81,276

Pheasant Lane Associates   Rent                       $61,088

Orange Julius of America   Royalties                  $53,284

4920 Mayflower Emerald     Rent                       $24,861
Square

One Wells Ave. Assoc. LP   Rent                       $33,030

Willow Run Foods           Goods                      $27,471

Hallsmith-Sysco Food       Goods                      $23,697
Services, Inc.

4924-Mayflower Solomon LL  Rent                       $19,104

7333 Maine Associates      Rent                       $18,780

4922 Mayflower Liberty     Rent                       $17,451
Tree

Arby's Franchise Trust     Royalties                  $14,004

GGP/Homart II LLC          Rent                       $13,574

IDQ Companies              Uniforms, Parts,           $12,268
                           Marketing Materials

4927-MNH Mall, LLC         Rent                       $11,563

Steeplegate Mall           Rent                       $10,452

Perkins Paper              Goods                       $4,705

Fountain Services USA,     Service & Equipment         $4,376
Inc.    

Browning-Ferris Indust.    Services                    $3,797

Public Service Co. of NH   Utilities                   $3,623

Attleboro Associates       Rent                        $3,515

      
K & F INDUSTRIES: Issuing New Notes Under Recapitalization Plan
---------------------------------------------------------------
K&F Industries, Inc., intends to issue approximately $250
million of new Senior Subordinated Notes due 2010 pursuant to a
Rule 144A offering.

In addition, K&F intends to enter into a new $30 million
revolving credit facility to replace its existing credit
facility.

K&F intends to use the net proceeds of the note offering to
effect a recapitalization of the Company, consisting in part of
a repayment of its existing credit facility and the payment of a
dividend on its outstanding capital stock.

The offering of the notes, which is subject to market and other
conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States to
non-U.S. investors. The notes have not been registered under the
Securities Act of 1933 or applicable state securities laws, and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
This announcement shall not constitute an offer to sell or a
solicitation of an offer to buy.

K&F Industries, Inc., is one of the world's leading
manufacturers of aircraft wheels, brakes and brake control
systems for commercial transport, military and general aviation
aircraft, supplying approximately 20% of the worldwide market
for these products. K&F is also the leading worldwide
manufacturer of aircraft fuel tanks as well as a producer of
aircraft iceguards, inflatable oil booms and other products made
from coated fabrics for commercial and military applications.

At September 30, 2002, K&F Industries' balance sheet shows a
total shareholders' equity deficit of about $28 million.


K & F INDUSTRIES: S&P Rates $250 Million Subordinated Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to K
& F Industries Inc.'s proposed $250 million senior subordinated
notes due 2010 offered under Rule 144A with registration
rights and its 'BBB-' rating to a new $30 million senior secured
revolving credit facility maturing 4.5 years from closing.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB-' corporate credit rating, on K & F, a braking
system supplier. The outlook is stable.

"The affirmation of the current ratings is based on an
expectation that the firm will employ its sizable free cash flow
to reduce significantly higher debt levels incurred from the
$200 million dividend," said Standard & Poor's credit analyst
Roman Szuper.

Proceeds of the notes and a part of the revolver will be used to
fund a $200 million redemption of equity interests (dividend)
and repay borrowings ($53 million at Sept. 30, 2002) under an
existing senior credit facility, the rating on which is being
withdrawn.

The borrowers of the new credit facility are Aircraft Braking
Systems Corp. and Engineered Fabrics Corp., both wholly owned
operating subsidiaries of K & F. The facilities will be
guaranteed by K & F and each of the borrowers' direct and
indirect subsidiaries. Financial covenants will include
consolidated maximum leverage and minimum cash interest coverage
ratios.

The credit facility is rated 'BBB-', three notches above K & F's
corporate credit rating, with Standard & Poor's employing its
enterprise value methodology to reach that determination. The
value of K & F's business is evidenced by its ability to
recapitalize for the second time in five years.

The facility will be secured by a first-priority security
interest in all assets of K & F and subsidiaries, including the
stock of the borrowers, with the exception of real property,
which is a relatively small part of total assets. The available
collateral exceeds several times the fully drawn revolver, thus
providing a comfortable cushion for the lenders. Furthermore,
the lenders' position is enhanced by a very sizable ($435
million, pro forma for the notes) subordinated debt outstanding.
Therefore, there is a very strong likelihood that the collateral
will retain sufficient value to assure not only full recovery of
principal, but provide a so-called "equity cushion" sufficient
to support entitlement to post-petition interest. The event of
default or bankruptcy is based on Standard & Poor's simulated
default scenario deriving from a heavy debt burden.   

The ratings on New York, New York-based K & F Industries Inc.
reflect defensible positions in niche commercial and military
aerospace markets, and high financial risk. The ratings also
incorporate an expectation that the firm will employ its sizable
free cash flow to debt reduction.


KMART CORP: US Trustee Amends Institutional Committee Membership
----------------------------------------------------------------
Ira Bodenstein, the United States Trustee for the Northern
District of Illinois, announces that Comerica Bank has resigned
from the Official Committee of Financial Institutions appointed
in the chapter 11 cases involving Kmart Corporation and its
debtor-affiliates.  The six remaining members are:

               Third Avenue Value Fund
               767 Third Avenue
               New York, New York 10017
               Attn: Brandon G. Stranzl

               ESL Investments, Inc.
               One Lafayette Place
               Greenwich, Connecticut 06830
               Attn: Edward Lampert

               JP Morgan Chase
               380 Madison Avenue, Floor 9
               New York, New York 10017
               Attn: Agnes L. Levy

               Bank of New York
               One Wall Street
               New York, New York 10286
               Attn: Harold F. Dietz

               Fleet National Bank
               100 Federal Street
               Boston, Massachusetts 02110
               Attn: James J. O'Brien

               Wilmington Trust Co.
               520 Madison Avenue, 33rd Floor
               New York, New York 10022
               Attn: James Nesci
(Kmart Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART: Will Restate Financial Statements for Prior Fiscal Years
---------------------------------------------------------------
Kmart Corporation (NYSE: KM) intends to restate its financial
statements for prior fiscal years, as well as the first two
quarters of 2002, to reflect certain adjustments identified as a
result of the Company's ongoing review of its accounting
practices and procedures. Certain of these adjustments were
identified as out-of-period adjustments during the preparation
of Kmart's third quarter report on Form 10-Q, while others were
previously identified and described in the Company's second
quarter report on Form 10-Q, filed with the Securities and
Exchange Commission on September 16, 2002. Upon review of the
aggregate impact of the new, as well as the previously disclosed
and recorded adjustments, Kmart concluded that restating its
financial statements for the prior periods was appropriate
because the aggregate adjustment was material to its 2002 fiscal
year results.

Kmart noted that none of the adjustments should impact the
Company's liquidity or increase obligations requiring a future
use of cash. As of December 6, 2002, Kmart had $495 million of
borrowings outstanding and had utilized $330 million of its
Debtor In Possession credit facility for letters of credit. Its
total DIP availability as of that date was $1.07 billion. The
Company has now passed the peak borrowing period for its
seasonal inventory build, has begun to repay its outstanding DIP
borrowings and anticipates that all such borrowings will have
been repaid before the end of the month. The Company does not
expect the restatement to affect the future availability of
funds under its DIP credit facility.

James B. Adamson, Chairman and Chief Executive Officer of Kmart,
said, "In accordance with our continuing commitment to enhance
our accounting practices and procedures, we have decided to
restate our financial statements to ensure that the most
accurate and transparent information is available to readers of
our financial statements. We do not expect this restatement to
impact our progress in any way. We remain focused on finalizing
a comprehensive business plan and taking other actions necessary
to fulfill our goal of filing a proposed plan of reorganization
and emerging from Chapter 11 court protection as soon as
practicable."

On a preliminary basis, the Company believes that the net impact
of the adjustments would be to decrease the Company's net loss
for the previously reported 26-week period ended July 30, 2002
by less than $100 million. The Company anticipates that these
adjustments would increase the previously reported net loss or
decrease reported net income for the prior three fiscal years by
less than $100 million on an aggregate basis as compared to a
previously reported aggregate net loss for this three-year
period of approximately $2 billion. In addition, the Company
anticipates recording an adjustment to its 1999 fiscal year
opening retained earnings balance to reflect adjustments
attributable to fiscal years 1998 and prior. Further information
as to the impact on particular periods will be provided as the
Company completes the restatement.

The adjustments identified by the Company relate to:

     * An understatement of historical accruals for certain
leases with varying rent payments and a related understatement
of historical rent expense;

     * A software programming error in Kmart's accounts payable
system that resulted in some paid invoices awaiting a store
report of delivery not being appropriately treated in the
Company's financial statements. This error, restricted to a
single vendor with unique billing arrangements, resulted in an
understatement of "Cost of Sales" since 1999;

     * Adjustments, as previously disclosed in the 2002 second
quarter report on Form 10-Q, for certain costs formerly
capitalized into inventory. Inventory included amounts added for
internal purposes to analyze gross margin on a comparable basis
across all business units and to optimize purchasing decisions.
These amounts are commonly referred to in the retail industry as
"inventory loads," and should have been fully eliminated for
external reporting purposes to the extent the related inventory
remained unsold at the end of the period; and

     * The premature recording, as previously disclosed in the
2002 second quarter report on Form 10-Q, of vendor allowance
transactions in fiscal year 2000 and prior fiscal years.

In addition, given the restatement for the items noted above,
Kmart will also adjust previously reported financial results for
miscellaneous immaterial items that were identified and
previously recorded in the ordinary course of business. These
items will now be recorded in the appropriate fiscal periods.
Kmart currently expects to timely file its Quarterly Report on
Form 10-Q for the third quarter ended October 30, 2002, and to
file at such time its Monthly Operating Reports for October and
November 2002. The Company expects to file an amended Annual
Report on Form 10-K/A for the 2001 fiscal year and Quarterly
Reports on Form 10-Q/A for the first two quarters of the 2002
fiscal year as soon as practicable.

Kmart Corporation is a mass merchandising company that serves
America with more than 1,800 Kmart and Kmart SuperCenter retail
outlets and through its e-commerce shopping site at
http://www.kmart.com  

Kmart in 2001 had sales of $36 billion.

DebtTraders says that Kmart Corp.'s 9.0% bonds due 2003
(KM03USR6) are trading at about 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


KYTO BIOPHARMA: Pursuing Debt Restructuring through Equity Swap
---------------------------------------------------------------
Kyto Biopharma, Inc., announced that on November 11, 2002, Kyto
Biopharma and Medarex Inc., agreed to restructure certain
aspects of their collaboration under a Research and
Collaboration Agreement signed on January 15, 2001. In
connection with the restructuring, Kyto Biopaharma has granted
to Medarex a right of first negotiation to license human
monoclonal antibody products developed under the collaboration
and issued 800,000 of its common shares to Medarex. Medarex now
has an approximate 19% ownership interest in Kyto Biopharma.

On November 11, 2002, Credifinance Gestion S.A., agreed to
terminate its anti-dilution protection over its ownership stake
in the Company and has converted its $100,000 Convertible
Debenture - Series A into 100,000 common shares of the Company.
CFG has also released the security that it held against the
assets of the Company.

On November 22, 2002, Kyto Biopharma restructured the
outstanding balance owed to New York University for services
rendered by the issuance of 113,058 common shares in the
Company.

Kyto Biopharma is currently pursuing certain other unsecured
creditors for the settlement of outstanding indebtedness
aggregating $60,000 with common shares in the Company. The
Company is currently responding to comments provided by the
Securities and Exchange Commission with regards to its amended
SB-2 filing. The Company intends to raise additional capital to
advance its drug delivery platform through pre-clinical studies
and undertake further immunization work with Medarex to generate
fully human monoclonal antibodies against the targets provided
by Kyto Biopharma to Medarex. The Company is actively seeking
professionals to add to its management team and Board of
Directors.

Kyto Biopharma is a development stage biopharmaceutical company
that develops receptor-mediated technologies to control the
uptake of vitamin B12 by non-controlled proliferative cells.
Vitamin B12 regulates one of two major cellular pathways for the
production of folates, the cell's primary source of carbon and
the progenitor for the synthesis of DNA. Kyto Biopharma has a
portfolio of potential targeted biologic treatments based on (i)
the delivery of cytotoxic drugs using the vitamin B12 as a
vehicle, (ii) the therapeutic effect of vitamin B12 depletion by
receptor-mediated "Growth Blockers" and (iii) the use of
monoclonal antibodies issued of its vitamin B12 depletion
technology. Depletion of vitamin B12 levels in abnormal rapid
growth and deregulated cells, such as observed in cancer and
some diseases of the immune system leads to inhibition of
cellular proliferation and induction of apoptosis, or programmed
cell death.


LERNOUT: Court Extends Solicitation Exclusivity Until Year-End
--------------------------------------------------------------
Judge Wizmur extends Lernout & Hauspie Speech Products, NV's
exclusive period to solicit acceptances of its plan through and
including December 31, 2002.


LINCOLN HOSPITAL: Will Obtain Working Capital from Sun Capital
--------------------------------------------------------------
Sun Capital HealthCare, Inc., a privately-held leading national
financial services provider for the health care industry, signed
a deal to provide immediate working capital to rescue Lincoln
Hospital Medical Center, Inc., one the first National Century
Financial Enterprises, Inc., clients that filed for bankruptcy
after the health care lender's collapse.

The announcement was made jointly by Peter Baronoff, SCH
chairman and CEO and Howard Koslow, SCH president and COO who
confirmed that the funding was provided to the Los Angeles-based
medical center within 24 hours of court approval.

Based on the bankruptcy filing decision in California court that
approved the LHMC/SCH deal, the door to alternative financing
options has opened up for other former NCFE clients whose
reimbursements have been locked up pending resolutions of NCFE
bankruptcy proceedings.

"We know that not all crisis situations are created equal; not
all funding scenarios are the same," noted Koslow. "As a result,
our seasoned health care-specific team has worked long and hard
to develop innovative and flexible funding strategies and
abilities to resolve the varying financial needs of all genres
of the beleaguered health care industry, especially those in
immediate crisis."

According to Baronoff, the dealmaker in the LHMC case before the
California court was SCH's custom-designed funding plan and
requirements that pertained specifically to health care provider
bankruptcy filings, a template that SCH will now draw upon
quickly and efficiently to help fund other former NCFE clients
that are in the same position as LHMC.

Larry Leder, SCH executive vice president and chief financial
officer who helped design the LHMC funding deal and subsequent
template, noted that calls are coming in from many health care
providers that have become bankruptcy causalities of the NCFE
collapse. He added that SCH is taking rapid steps to qualify
many of NCFE's clients so they can maintain uninterrupted fiscal
survival in their operations.

"Without hesitation, I can say that if it wasn't for Sun Capital
HealthCare stepping in with a true understanding of the
healthcare industry, sensitivity to patients in jeopardy, and
immediate funding, Lincoln Hospital Medical Center would not be
here today," notes John Carvelli, president of Lincoln Hospital
Medical Center, Inc. "Sun Capital HealthCare's knowledgeable and
time efficient financial and legal specialists were able to give
us hope, confidence and the ability to make a funding deal to
save our hospital, a vital and integral part of the Los Angeles
community."

Built in 1910, LHMC is one of the oldest continuously operating
hospitals in Los Angeles. LHMC is a traditional health care
provider with more than 200 employees who serve a low income,
predominantly Latino patient base in the East Los Angeles
community.

"Los Angeles is currently in a major health care crisis, with
the downsizing and closing of several health care facilities,"
continued Carvelli. "Closing Lincoln would have been another
tremendous blow to the already overburdened delivery system. Sun
Capital provided us with the financial oxygen for survival, the
working capital to meet payroll and overhead so that we could
keep our doors open to do what we do best...serve our patients."

According to Baronoff, SCH was poised to react intelligently and
rapidly, within 24 hours, due to its unlimited funding resources
and experience in this specialized area. "We know first-hand the
tremendous impact that just one day's delay in funding can have
on the health care community...especially to those laying-in-
wait in hospital beds, emergency rooms and labs who are in
desperate need of care."

SCH's comprehensive medical accounts receivable funding, medical
billing and collections services and consulting programs are
applicable for any medically related service in which third-
party payors (i.e. commercial insurance companies, HMOs, Blue
Cross/Blue Shield, Medicare, and Medicaid) are the debtors.
Those poised to best benefit from the company's services include
physicians (i.e. general practitioners and specialists,
dentists, chiropractors, psychiatrists, surgeons,
anesthesiologists, optometrists, etc.), associated physician
groups, hospitals, out-patient facilities and clinics, medical
staffing services, assisted living facilities, nursing and
convalescent homes, home health care providers, medical labs,
physical therapy groups, physical therapy clinics, dialysis
facilities, etc.

For more information, contact Howard Koslow or Peter Baronoff at
Sun Capital HealthCare, Inc., at 929 Clint Moore Road, Boca
Raton, FL 33487, telephone 800/880-1709, facsimile 800/645-1942,
or via e-mail at http://www.suncapitalhealth.com


NATIONAL CENTURY: Taps Bricker as Special Litigation Counsel
------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek the Court's authority to employ Bricker &
Eckler, LLP as special litigation counsel in these Chapter 11
Cases, nunc pro tunc to November 18, 2002, pursuant to Sections
101 and 1330 of the Bankruptcy Code and Rule 2014 of the Federal
Rules of Bankruptcy Procedure.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that the Debtors regularly retain
Bricker & Eckler to prosecute and defend actions relating to
dozens of sale and subservicing agreements entered into with
other healthcare providers in a myriad of jurisdictions.  It is
anticipated that one of the most significant areas of motion
practice and adversary proceeding in the Debtors' Bankruptcy
Cases will relate to the defense and enforcement of many sale
and subservicing agreements entered by NPF VI and NPF XII and
their predecessors.

Mr. Oellerman contends that Bricker & Eckler is uniquely
qualified to act as special litigation counsel for the Debtors.
Bricker & Eckler is comprised of 130 attorneys with significant
experience in large bankruptcy matters.  Furthermore, Bricker &
Eckler is familiar with the issues confronting the Debtors
because it has represented the Debtors in other actions.

Bricker & Eckler will render litigation services coordinated
with the Debtors and their bankruptcy counsel, Jones, Day,
Reavis & Pogue.  The litigation services will include:

   -- prosecuting adversary proceedings on the Debtors' behalf;

   -- prosecuting offensive lawsuits that were filed
      prepetition;

   -- defending lawsuits asserted against the Debtors in the
      event that plaintiffs are granted relief from the
      automatic stay;

   -- defending motions for relief from the automatic stay;

   -- defending motions for the issuance of cash collateral
      orders in other bankruptcy cases where the Debtors claim
      an ownership or security interest in collateral; and

   -- other adversary matters that may arise during the course
      of these Chapter 11 Cases.

Mr. Oellermann assures the Court that both Bricker & Eckler and
Jones Day have well-defined roles as the Debtors' counsels and
have been very active in coordinating their activities to ensure
that the legal services provided to the Debtors are not
duplicative.

Bricker & Eckler intends to:

   -- charge for its legal services on an hourly basis in
      accordance with its ordinary and customary hourly rates in
      effect on the date the services are rendered based on,
      among other things, the professional's level of
      experience, which are:

      Professional                 Position             Rate
      ------------                 --------             ----
      Drew H. Campbell             Partner              $275
      Quintin F. Lindsmith         Partner               275
      Randolph C. Wiseman          Partner               275
      Kenneth C. Johnson           Partner               275
      Harry Wright, IV             Partner               230
      Jennifer A. Goaziou          Associate             190
      James P. Schuck              Associate             175
      Vladimir P. Belo             Associate             175
      Barbara J. Lindt             Paralegal             100
      Allison Moss                 Paralegal             100

   -- seek reimbursement of actual and necessary out-of-pocket
      expenses.

Mr. Oellermann notes that Bricker & Eckler's hourly rates may
change from time to time in accordance with their established
billing practices and procedures.  However, Bricker & Eckler
will maintain detailed, contemporaneous records of time and any
actual and necessary expenses incurred respecting the legal
services rendered.

During the 12 months prior to the Petition Date, Drew H.
Campbell, a partner at Bricker & Eckler, informs the Court that
Bricker & Eckler received payments totaling $1,509,510.  All but
$175,000 represents payments of monthly invoices.  Bricker &
Eckler also received four retainers.  The first retainer for
$50,000 was received on November 4, 2002 and was applied on
November 8, 2002.  A second retainer for $50,000 was received on
November 12, 2002 and was applied two days later.  A third
retainer for $25,000 was received on November 14, 2002 and was
applied three days later.  A fourth retainer for $50,000 was
received on November 15, 2002 and remains unapplied.

Separate from the retainers, Mr. Campbell discloses that Bricker
& Eckler received total prepetition payments of $314,576 during
the 90 days period prior to the Petition Date.

In the ordinary course of litigation encountered by the Debtors
over the last several years, it is not uncommon that one or more
of the Debtors were named as defendants along with one or more
of their officers and directors.  Mr. Campbell notes that
Bricker & Eckler occasionally represented officers or directors
named in the litigation.  However, Mr. Campbell assures Judge
Calhoun that Bricker & Eckler will withdraw its representation
and will not represent other parties in matters relating to the
Debtors' Chapter 11 Cases.

Upon review of their books and records, Bricker & Eckler has no
connection with the Debtors, their creditors, the United States
Trustee, or any other party with an actual or potential interest
in the Debtors' Bankruptcy except in matters unrelated to these
Chapter 11 Cases.

Accordingly, the Debtors believe that Bricker & Eckler is a
"disinterested person" as defined by Section 101(14) and Section
327(e). (National Century Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISTAR INT'L: Completes Sale of 7.7MM Shares to Benefit Plans
---------------------------------------------------------------
As previously reported, on November 8, 2002, Navistar
International Corporation completed the sale of a total of
7,755,030 shares of its common stock par value $.10 per share,
at a price of $22.566 per share and an aggregate purchase price
of $175,000,000 to three of the employee benefit plan trusts of
International Truck and Engine Corporation.

On December 6, 2002, Navistar filed a Form S-3 Registration
Statement with the Securities and Exchange Commission in order
to permit the benefit plan trusts to have fully registered stock
which is able to be sold from time to time in the public market.
This S-3 filing is in accordance with the company's agreement
with the benefit plan trusts to file a registration statement
within 30 days of the sale. The company also agreed to use its
best effort to cause the registration statement to be declared
effective no later than February 6, 2003, subject to certain
exceptions. To the company's knowledge the trusts have not
entered into any agreements or understandings with any
underwriters or broker-dealers regarding the sale of the shares.

Each trust has appointed an investment manger who has been given
discretionary authority regarding voting and disposition of the
Navistar stock in a manner consistent with maximizing the value
of the respective trust's investment.

A written prospectus meeting the requirements of Section 10 of
the Securities Act, when available, may be obtained from the
company by writing us at the following address: Navistar
International Corporation, 4201 Winfield Road, P.O. Box 1488,
Warrenville, Illinois 60555; Attention: Investor Relations.

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


NAVISTAR INTL: S&P Ratchets Credit Rating Down a Notch to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Warrenville, Illinois-based Navistar International
Corp., a leading producer of heavy- and medium-duty trucks in
North America, to 'BB-' from 'BB'. Standard & Poor's said that
in addition, the corporate credit rating on Navistar's
subsidiary, Navistar Financial Corp., was lowered to 'BB-' from
'BB'. All ratings were removed from CreditWatch, where they were
placed on Oct. 31, 2002. The outlook is stable.

"The downgrade reflects concerns regarding the magnitude of
restructuring costs and necessary pension fund contributions,
and the strategic setback represented by a recent engine supply
contract cancellation," said Standard & Poor's credit analyst
Eric Ballantine. "Moreover, Standard & Poor's now expects weak
truck demand to persist for longer than previously assumed,
putting pressure on the company's financial performance and
liquidity," the analyst continued.

Navistar recently announced a $404 million restructuring charge
which relates to the closing of the company's Chatham, Ont.,
heavy-duty truck facility; the exiting of the Brazilian truck
market; the ceasing of operations at the company's Springfield,
Ohio, body plant; and asset write-downs related to the company's
V6 diesel engine program. The cash outlay associated with this
charge during the next 12 months is expected to be a substantial
$149 million, which does not include amounts related to
previously announced charges. The fixed cost reductions
resulting from the restructuring and discontinued operations,
coupled with the company's ongoing program of continuous cost
improvements, should ultimately improve the company's operating
efficiency. However, given the large and complex nature of the
restructuring effort, the benefits over the near term are
uncertain.

Navistar is the world's leading supplier of mid-range diesel
engines. Some production is used internally for Class 6 and
Class 7 trucks, but around 83% of production is sold to third-
party vehicle manufacturers, primarily Ford Motor Co. Engines
have accounted for an increasing share of the company's earnings
over the past several years and increased shipments to Ford were
expected in the future. The recent postponement of the V6 diesel
engine program is viewed as a significant setback for the
company. Navistar built its Huntsville, Alabama, facility to
specifically service this program and as a result of Ford's
decision to postpone the program, Navistar now has underused
capacity and the future growth strategy of its engine business
is uncertain. Navistar had been deferring expenses related
to this program; however, it now expects to incur approximately
$45 million per year in additional costs. Although the company
believes it will be compensated by Ford for the increased
expenses and past investments, this matter has yet to be
resolved.

Navistar is expected to have sufficient cash balances to cope
with near-term market weakness. The current outlook also assumes
that cash outlays associated with the company's current
restructuring charge will not materially change from currently
expected levels. Additionally, Standard & Poor's expects
Navistar will successfully refinance nearly $200 million in debt
obligations, without using cash on its balance sheet.


NAVISTAR INT'L: Fitch Ratchets Sr. Unsec. Debt Rating Down to BB
----------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt rating
for Navistar International Corporation to 'BB' from 'BB+' and
the senior subordinated debt rating to 'B+' from 'BB-'. The
Outlook remains Negative.

In conjunction with the downgrade of Navistar, Fitch Ratings has
downgraded the senior unsecured debt ratings of Navistar
Financial Corporation to 'BB' from 'BB+' and its senior
subordinated debt rating to 'B+' from 'BB-'. The downgrade is a
result of the close link between the parent and NFC. Although
the trends in capitalization and asset quality over the past six
to nine months have improved, the longer term trends still
result in NFC's financial strength being closely aligned with
parent Navistar's debt rating. NFC's Rating Outlook remains
Negative, reflecting Navistar's Rating Outlook.

The ratings downgrade reflects the continuing weak industry
environment in Navistar's core medium and heavy-duty truck
markets in North America, recent occurrences in Navistar's joint
efforts with Ford, continued headwinds in certain cost areas
such as employee and retiree healthcare costs, and concerns over
the impacts of substantial cash calls associated with scheduled
pension contributions and restructuring charges. Positive
factors include the completion of Navistar's major capital
expenditure program, Navistar's overall product competitiveness,
Navistar's restructuring efforts that have positioned them for
the future, and the recent conclusion of contract negotiations
with the UAW.

After hitting a peak in CY 1999 at 431.8 thousand units in Class
5-8 trucks, industry U.S. shipments fell a precipitous 43% over
the next two years to 246.2 thousand units in CY 2001. Going
into FY2002, Navistar was positioned for continued short-term
weakness with a manufacturing cash balance of $806 million at
FYE 2001. Continued industry weakness, reflected in the year-to-
date 10% decline in industry volumes, has resulted in a larger
cash drain and a more extended timetable for recovery.

The cash balance has been depleted from $806 million to $549
million at fiscal year end (not factoring in a $50 million
increase in the receivable due from Navistar Financial to the
parent). This decrease in cash is after a sale leaseback
transaction that generated $164 million in cash. The overall
effect is a substantial decrease in cash coinciding with a
substantial increase in manufacturing adjusted debt levels.
Although Fitch feels Navistar has the liquidity to manage
through some continued industry weakness, the overall level of
financial flexibility has decreased. This decrease in financial
flexibility happens at a time when Navistar faces additional
costs from its employee medical and post retirement programs.
Although Navistar has taken actions with its recent UAW contract
and through other means, it will be several years before much of
the positive impact will be felt. In the meantime, Navistar must
contend with the indefinite delay of the Ford V-6 diesel engine
program and with significant cash claims from the pension plan
($150-175 million in 2003 and $440-$490 million over the next
three years) and from previous restructuring announcements ($149
million in 2003 and $298 million over the next three years).
When combined with the normal working capital trends, it is
probable that these factors will result in a significant cash
outflow in 1H FY2003. Only a substantial recovery in the second
half the FY2003 would reverse this trend for the entire fiscal
year. Although Fitch does not anticipate that refinancing will
be an issue, it must be noted that Navistar will need to
refinance $171 million of debt in Q1 2003.

Intermediate to longer term, Fitch expects that Navistar is well
positioned to recover smartly from the eventual cyclical
recovery in the industry. Even in the midst of the recent weak
environment, Navistar was able to complete the revamping of its
product line. Based upon initial feedback it appears that the
new product introductions have been going well, with good
reception by customers. Indicators, such as increases in
backlog, bode well for prospects of an eventual turnaround.
Through its restructuring efforts and contract negotiations,
Navistar has lowered its long-term cost structure to be far more
competitive. Possible increased diesel engine utilization,
driven both by industry trends and potentially by stronger fuel-
economy and emissions mandates, could substantially benefit
Navistar and continue to be a longer-term positive. Overall,
Navistar's competitive position remains well intact through this
extended downturn and Navistar stands poised to recover strongly
longer term with the eventual return to more normalized industry
volumes.


NETZEE INC: Inks Pact to Sell All Assets to Certegy for $10 Mil.
----------------------------------------------------------------
Netzee, Inc. (OTCBB:NETZ), a leading provider of integrated
Internet banking and bill payment products and services, has
entered into an agreement to sell substantially all of its
assets for $10.4 million in cash -- including Internet and
telephone based products serving over 800 financial institutions
-- to Certegy, Inc. (NYSE:CEY) and to liquidate and dissolve
Netzee.

Certegy is the nation's leading provider of card services to
over 6,000 independent financial institutions. Certegy also
offers an integrated suite of electronic banking services to
community banks, including Internet banking, electronic bill
payment, corporate cash management and telephone banking.

"We are extremely pleased to know that our customers will
continue to receive quality services and products from an
organization recognized as an industry leader in the community
financial institution market," said Donny R. Jackson President
and Chief Executive Officer of Netzee.

It is anticipated that holders of Netzee common stock will
receive approximately $.50 per share in the liquidation.
Consummation of the sale transaction is subject to a variety of
conditions, including shareholder approval. The parties hope to
close the sale by mid-January 2003.

Netzee provides financial institutions with a suite of Internet-
based products and services, including full-service Internet
banking, bill payment, cash management, Internet commerce
services, custom web design and hosting, branded portal design,
targeted marketing and implementation and marketing services.
Netzee was formed in 1999 as a subsidiary of InterCept, Inc. and
as the successor to a company founded in 1996. Netzee became a
public company in November 1999. The company's stock is quoted
through the OTC Bulletin Board under the symbol NETZ. Further
information about Netzee is available at http://www.netzee.com  

Certegy (NYSE:CEY) provides credit and debit processing, check
risk management and check cashing services, and merchant
processing to over 6,000 financial institutions, 117,000
retailers and 100 million consumers worldwide. Headquartered in
Alpharetta, Georgia, Certegy maintains a strong global presence
with operations in the United States, Canada, United Kingdom,
Ireland, France, Chile, Brazil, Australia and New Zealand. As a
leading payment services provider, Certegy offers a
comprehensive range of transaction processing services, check
risk management solutions and integrated customer support
programs that facilitate the exchange of business and consumer
payments. Certegy generated $936 million in revenue in 2001. For
more information on Certegy, please visit http://www.certegy.com


NORTEL: Introduces Converged Solutions for Small Enterprises
------------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) introduced Business
Communications Manager Release 3.0, which adds interactive voice
response, IPSec client support, increased TDM station capacity
and other enhancements designed to help drive increased revenues
while reducing costs for small- to medium-sized businesses and
branch offices.

House of Blues Concerts Canada --
http://www.hob.com/venues/searchresults/canada.asp-- recently  
upgraded to BCM Release 3.0 for added flexibility and robust
capabilities. The company supports 35 users on a BCM, and plans
to install and connect BCM's across all its locations to create
a seamless voice network with 4-digit dialing.

"I didn't realize the scope of Nortel Networks BCM voice over IP
capabilities until I started working with the system," said
Howie Gold, manager of information systems and technology, House
of Blues Concerts Canada. "Our Vancouver booking agents can use
their IP telephones and our IP network to connect to our Toronto
office with a local Toronto number, making us easier to do
business with and increasing our venue bookings to drive
increased revenue."

"BCM has already allowed us to reduce our long distance costs
from as much as (Cdn)$2,000 a month to as little as (Cdn)$200 a
month, and to realize a full return on our investment in less
than a year," Gold said. "And now that we've upgraded to Release
3.0, we foresee additional savings."

BCM is the only converged voice and data solution that gives
small- to medium-sized businesses and branch offices a choice of
either an IP (Internet Protocol)-enabled or pure-IP strategy.
This applications-rich platform integrates KSU/PBX, voice over
IP gateway and Quality of Service data routing capabilities in a
single, cost-effective solution. BCM Release 3.0 introduces
significant enhancements to the platform's functionality
including:

     -- IVR, a self-service application designed to allow
businesses to be accessible to their customers 24 hours a day,
365 days a year. Businesses can supply callers with access to a
broad range of information simply by responding to a series of
prompts via their touchtone phones.

     -- IPSec Client Termination, providing the ability for
Nortel Networks Contivity Virtual Private Network (VPN) Client
to connect to BCM from a remote PC, providing up to 128-bit
encrypted secure access to a private network from the remote PC.

     -- Increased TDM Station Capacity, which allows for an
increased number of digital sets through a more efficient use of
existing resources. With a mixture of trunks and stations, 128
to 160 digital sets can be supported, effectively doubling the
digital station capacity of the BCM.

     -- Network Configuration Manager 2.0, a multi-site
management feature that provides centralized configuration and
system management capabilities for a number of BCMs in a
network, allowing multi-site BCM customers to significantly
reduce total cost of ownership.

     -- Hardware Platform Improvements, including BCM 400 and
BCM 200. BCM 400 features four media bays, enabling larger
configurations to be supported at a lower cost to the end user.
BCM 200, a new, smaller base platform with two media bays, is
designed for the smaller site with less than 32 stations.

"BCM Release 3.0 raises the bar as the standard for IP telephony
solutions delivering powerful features to small- to medium-sized
businesses and branch offices needing a converged voice and data
solution as well as advanced applications," said Nick Pegley,
vice president and general manager, Enterprise IP Services,
Nortel Networks. "BCM drives network efficiencies, lower
training and personnel costs, and remote management through a
single interface, while providing real investment protection."

Other features of BCM Release 3.0 include advanced telephony
routing; enhanced Call Detail Recording (CDR) with pull
functionality, allowing the customer to automatically retrieve
CDR records; silent monitor for call centers and hunt groups,
providing supervisors with the ability to silently monitor
incoming calls; an administrative edition of Desktop Assistant
Pro that allows a system administrator to configure any set on
the system remotely; and a client diagnostic tool for the i2050
SoftPhone.

BCM Release 3.0 is available now in North America, the Caribbean
and Latin America. It is expected to be available in Europe, the
Middle East, Africa and the Asia-Pacific region in the first
quarter of 2003.

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

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at about 59 cents-on-the-dollar, DebtTraders reports.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2
for real-time bond pricing.


OM GROUP: Amends Revolving Credit Facility & Loan Agreement
-----------------------------------------------------------
OM Group, Inc., (NYSE: OMG) has been advised that a sufficient
number of its lenders have approved the proposal to amend the
terms and conditions of its existing $325 million Revolving
Credit Facility and $600 million Term Loan Agreement. The
amendments modify certain financial covenants and convert $100
million of the $325 million Revolving Credit Facility to a term
loan maturing in 2006. The Company said the amendments were
executed and made effective by the close of business Monday.

The amendments give the Company time to implement its previously
announced restructuring program that includes, among other
actions, selling non-core assets, closing unprofitable
operations and aggressively reducing costs. "We are pleased with
the support that we have received from our bank group and term
lenders," said Thomas R. Miklich, chief financial officer. "The
amended credit facility will allow us to implement our
restructuring initiatives, while allowing us to serve the needs
of our customers in the high standard they have come to expect
from us."

The Company also announced it will release details of its
previously announced restructuring program before the market
opens tomorrow, December 12, 2002. The press release will be
issued via newswire and will also be available at the Company's
Web site at http://www.omgi.com (Note: the Company announced on  
October 29, 2002 that it would undergo a corporate restructuring
in order to improve its cash flow and strengthen its balance
sheet.)

A conference call and live audio broadcast on the web with OM
Group's management will begin at 10:00 a.m. (EST). To access the
webcast and presentation materials simply log on to
http://www.omgi.com/investorrelations/webcasts.htm The Company  
recommends visiting the web site at least 15 minutes prior to
the webcast to download and install any necessary software.
Also, a webcast audio replay will be available commencing three
hours after the call under Investor Audio Archive.

OM Group, Inc., through its operating subsidiaries, is a
leading, vertically integrated international producer and
marketer of value-added, metal-based specialty chemicals and
related materials. OMG is a recognized leader in manufacturing
products from base and precious metals and managing metals
procurement related to these activities. The Company supplies
more than 1,700 customers in 50 countries with more than 3,000-
product offerings.

Headquartered in Cleveland, Ohio, OMG operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia.
For more information on OMG, visit the Company's Web site at
http://www.omgi.com  

As reported in Troubled Company Reporter's November 18, 2002
edition, Standard & Poor's lowered its corporate credit rating
on metal-based specialty chemical and refined metal products
producer OM Group Inc., to 'B+' from 'BB-' based on an expected
diminished business profile following management's announcement
that it is exploring strategic alternatives for its precious
metals operations.

Standard & Poor's said that its ratings on OM Group remain on
CreditWatch with negative implications where they were placed
October 31, 2002. Cleveland, Ohio-based OM Group has about $1.2
billion of debt outstanding.


OWENS CORNING: Falls Below NYSE Continued Listing Requirements
--------------------------------------------------------------
Owens Corning (NYSE: OWC) has been notified by the New York
Stock Exchange (NYSE) that its listed common stock has fallen
below the NYSE continued listing criteria requiring an average
closing price of not less than $1 over a consecutive 30 trading-
day period. The NYSE also noted that the company is close to
falling below another criteria requiring an average market
capitalization of not less than $50 million over a 30 trading-
day period and stockholders' equity of not less than $50
million.

While the NYSE has procedures allowing such deficiencies to be
cured within prescribed time periods, the company has advised
the NYSE that, due to the uncertainties associated with the
ultimate schedule and outcome of the company's Chapter 11
proceedings, the company is unable at this time to propose a
plan to cure the referenced existing and pending deficiencies
within the time periods allowed by the NYSE's rules. As a
result, the company's common stock ($.10 par value) is subject
to the NYSE's suspension and delisting procedures. In the event
that the company's common stock is delisted by the NYSE, the
company believes that alternative trading venues, such as the
over-the-counter market, may be available for its common stock.

Owens Corning is a world leader in building materials systems
and composite systems. Founded in 1938, the company had sales of
$4.8 billion in 2001 and employs approximately 19,000 people
worldwide. Additional information is available on Owens
Corning's Web site at www.owenscorning.com or by calling the
company's toll-free General Information line: 1-800-GETPINK.


PEREGRINE SYSTEMS: Committee Turns to FTI for Financial Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peregrine
Systems Inc., and its debtor-affiliates seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to hire FTI
Consulting, Inc., as its Financial Advisor, nunc pro tunc to
October 3, 2002.

The Committee submits that it is familiar with the professional
standing and reputation of FTI.  The Committee tells the Court
that FTI has a wealth of experience in providing financial
advisory services in restructurings and reorganizations and
enjoys an excellent reputation for services it has it has
rendered in large and complex chapter 11 cases on behalf of
debtors and creditors.

The Committee expects FTI to provide:

  a) assistance to the Committee in the review of financial
     related disclosures required by the Court, including
     Schedules of Assets and Liabilities, the Statement of
     Financial Affairs and Monthly Operating Reports;

  b) assistance to the Committee with information and analyses
     required pursuant to the Debtors' DIP financing including
     preparation for hearings regarding the use of cash
     collateral and DIP financing;

  c) assistance with a review of the Debtors' short-term
     management procedures;

  d) assistance with a review of the Debtors' proposed key
     employee retention, severance, incentive and other critical
     employee benefit programs;

  e) assistance and advice to the Committee with respect to the
     Debtors' identification of core business assets and the
     disposition of assets or liquidation or unprofitable
     operations, including the sale process;

  f) assistance regarding the valuation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reduction
     and efficiency improvements;

  g) assistance in the review of financial information
     distributed by the Debtors to creditors and others,
     including cash flow projections and budgets, cash receipts
     and disbursement analysis of various asset and liability
     accounts, business plans, claims analysis and analysis of
     proposed transactions for which Court approval is sought;

  h) attendance at meetings and assistance in discussions with
     the Debtors, potential investors, banks and other secured
     lenders in this chapter 11 case, the U.S. Trustee, other
     parties in interest and professionals hired by the same, as
     requested;

  i) assistance in the review or preparation of information and
     analysis necessary for the confirmation of a Plan of
     Reorganization in this chapter 11 case;
     
  j) assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyance and preferential
     transfers;

  k) litigation advisory services with respect to accounting and
     tax matters, along with expert witness testimony on case
     related issues as required by the Committee; and

  l) render such other general business consulting or such other
     assistance as the Committee or its counsel may deem
     necessary that are not duplicative of services provided by
     other professionals in this proceeding.

FTI's customary hourly rates are:

     Senior Management Directors         $500 - $595 per hour
     Directors/Managing Directors        $325 - $490 per hour
     Associates/Senior Associates        $150 - $325 per hour
     Administration/Paraprofessionals    $75 - $140 per hour

The team will be led by Mr. Ronald F. Greenspan, Senior Managing
Director and his hourly rate is $550 per hour

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.


POLYMER GROUP: Court to Consider Plan on December 27, 2002
----------------------------------------------------------
Polymer Group, Inc., (OTC Bulletin Board: PMGPQ) announced that
the Company's Modified Disclosure Statement has been approved by
the United States Bankruptcy Court in Columbia, South Carolina
and that the Modified Disclosure Statement has been mailed to
all holders of claims and holders of equity interests in the
Company. The Court has also set the date for the plan
confirmation hearing on December 27, 2002. As a result of the
current status, the Court has ordered the examiner to suspend
his activity pending the outcome of the confirmation hearing.

The Modified Plan of Reorganization and Disclosure Statement are
available at the Company's Web site at:
http://www.polymergroupinc.com/investors.htm The Company filed  
the Modified Plan after reaching agreement on substantially all
of the principal terms of the Modified Plan with the Official
Committee of Unsecured Creditors, the holders of in excess of
80% in principal amount of the Company's outstanding Senior
Subordinated Notes and the Steering Committee of Senior Secured
Lenders.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials. With the broadest range of
process technologies in the nonwovens industry, PGI is a global
supplier to leading consumer and industrial product
manufacturers. The Company employs approximately 4,000 people
and operates 25 manufacturing facilities throughout the world.

Polymer Group Inc.'s 9% bonds due 2007 (PMGP07USR1) are trading
at about 19 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PMGP07USR1
for real-time bond pricing.


PREMCOR INC: Appoints Henry M. Kuchta as New President and COO
--------------------------------------------------------------
Premcor Inc., (NYSE: PCO) has appointed Henry M. Kuchta,
currently the company's Executive Vice President - Refining and
Chief Operating Officer, as President and Chief Operating
Officer of Premcor Inc., effective January 1, 2003.  In this
capacity, Mr. Kuchta will have day-to-day responsibility for
the operations of the company as well as executing its strategic
plan for achieving long-term growth.

Thomas D. O'Malley, currently Chairman of the Board of
Directors, Chief Executive Officer, and President of Premcor
Inc., will remain as Chairman and Chief Executive Officer.

O'Malley said, "I am pleased to announce Hank Kuchta's promotion
to President and Chief Operating Officer of Premcor.  Hank has
played a key role in the transformation of Premcor since joining
the company in April, and he brings the kind of experience and
professionalism we need in order to manage our growth going
forward."

Premcor Inc., is one of the largest independent petroleum
refiners and marketers of unbranded transportation fuels and
heating oil in the United States.

                         *    *    *

As reported in Troubled Company Reporter's December 4, 2002
edition, Fitch Ratings affirmed the ratings of Premcor USA,
Premcor Refining Group and Port Arthur Finance Corp. in the low-
B ranges.  Fitch says the Rating Outlook for the debt of PUSA,
PRG and PAFC remains Positive.


PROVIDENT FUNDING: Fitch Affirms 'RPS3' Servicer Ratings
--------------------------------------------------------
Fitch Ratings affirms Provident Funding Associates, L.P. 'RPS3'
residential primary servicer ratings for prime and Alt-A
products. The ratings are based on the continued solid
performance of the company's portfolio and the company's
experienced management team. The ratings are also attributable
to the infrastructure developed by Provident Funding, which
effectively services the company's strong quality portfolio.

Provident Funding, a California limited partnership, is based in
Burlingame, CA, with 42 loan production offices nationwide.
Provident Funding is one of the largest privately held, non
bank-owned mortgage lenders in the United States, founded in
1992, with over $15 billion in loan production in 2002. The
company's servicing portfolio has grown from nearly 20,000 loans
for $2.7 billion at December 31, 2000 to over 103,000 loans for
over $17.5 billion as of September 30, 2002. Over 98% of the
current servicing portfolio consists of agency loans, and
approximately 1% is part of private residential mortgage backed
securitizations. Fitch will continue to monitor the impact of
Provident Funding's rapid portfolio growth on its servicing
operations.

Fitch rates residential mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.
Within each of these rating levels, Fitch further differentiates
ratings by plus (+) and minus (-) as well as the flat rating.


SAFETY-KLEEN CORP: Selling Elgin Office to GDT for $9 Million
-------------------------------------------------------------
Safety-Kleen Corporation and its debtor-affiliates ask Judge
Walsh:

      (i) to authorize and approve the sale by Safety-Kleen
          Systems Inc., formerly known as Safety-Kleen Corp.,
          of certain real property and improvements located
          in Elgin, Illinois, to GDT GC1, LLC or another party
          submitting a higher or better offer, if any, free and
          clear of all existing liens, claims and encumbrances;

     (ii) for a determination that this sale is exempt from any
          stamp, transfer, recording or similar tax;

    (iii) to approve payment of a broker's fee; and

     (iv) to authorize Safety-Kleen to assume and assign to the
          Buyer related contracts and leases.

                           The Elgin Facility

Although the Debtors have marketed the Elgin Facility for more
than three years, and have had several prior offers, they have
only recently obtained a definitive sale agreement.  Completed
in 1993, the Elgin Facility is a 6-storey, Class A office
building located at 1000 North Randall Road in Elgin, Illinois.  
Situated on approximately 79 acres of net developable land, the
Elgin Facility contains approximately 280,000 square feet of net
rentable space, and an attached 6-storey parking structure.  The
sale includes personal property in the building.

The Elgin Facility served as the corporate headquarters of
Systems' predecessor, Safety-Kleen Corp., from 1993 until its
May 1998 merger with Laidlaw Environmental Services, Inc., and
the subsequent relocation of Safety-Kleen's corporate operations
to Columbia, South Carolina.  Currently, this Facility is vacant
and has been so since April 2000.  Even though the Elgin
Facility has no productive value for the Debtors, the Debtors
continue to be responsible for the carrying costs.  Accordingly,
the Debtors emphasize that a quick sale is necessary to assure
the greatest possible price for the Elgin Facility.

The Purchase Price for the Elgin Facility is $9,000,000.  Upon
signing the Sale Agreement, the Purchaser deposited $200,000
into escrow.  The balance of the Purchase Price is to be paid
prior to or at closing, subject to adjustments for prorations,
closing costs, and agreed expenses. (Safety-Kleen Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


SEVEN SEAS PETROLEUM: Default Cure Period Extended Until Today
--------------------------------------------------------------
Seven Seas Petroleum Inc., (Amex: SEV) announced that in
connection with its continuing efforts to sell its producing
properties in Colombia, the Company has obtained an additional
extension of time to cure a potential default under its Note
Purchase and Loan Agreement with Chesapeake Energy Corporation
until the close of business on December 11, 2002. This extension
applies to the Company's previously announced failure to make
the $6,875,000 semiannual interest payment on its 12.5% $110
Million Senior Subordinated Notes due November 15, 2002.

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


SHEFFIELD PHARMA: Brings-In Junewicz & Co. for Financial Advice
---------------------------------------------------------------
Sheffield Pharmaceuticals, Inc., (Amex: SHM) has retained
Junewicz & Co., Inc., as a strategic and financial advisor to
explore options for the Company.  Junewicz & Co., Inc., will
advise the Company on various financial alternatives including
private offerings of the Company's securities, other debt
financings, collaboration and licensing arrangements with other
companies, and the sale of non-strategic assets and/or
technologies to third parties.  Thomas M. Fitzgerald commented,
"I am very encouraged to have a firm of the quality of Junewicz
& Co., Inc. working with management to explore strategic options
and to advise on financial matters.  I am particularly pleased
to have Mark Junewicz available to the Company who has a
familiarity with the Company and understands our key strategic
issues which will enhance his ability to provide the necessary
advice and guidance to address the Company's near- and longer-
term needs."

On a separate matter, the Company also announced the resignation
of Todd C. Davis as a member of its Board of Directors.  Mr.
Davis joined the Board in 1998 as Elan Corporation's
representative to the Company's Board of Directors. After Mr.
Davis' departure from Elan in early 2002, and Elan's election
not to nominate a representative to Sheffield's Board in April
2002, Mr. Davis had remained on the Board as an independent non-
executive director.

"Sheffield appreciates that Mr. Davis agreed to extend his
tenure on the Board beyond the time of his employment with Elan
and we recognize that the press of Todd's current
responsibilities require him to step down from the Sheffield
Board, among other Boards on which he currently sits.  We are
very appreciative of Todd's contributions to Sheffield,"
commented Mr. John M. Bailey, Chairman of the Board of Directors
of Sheffield.

Also, the Company has moved its Corporate headquarters from St.
Louis, Missouri to Rochester, New York.  The address for
Sheffield's new headquarters is 3136 Winton Road South, Suite
201, Rochester, New York, 14623.  The phone number is 585-292-
0310 and the fax number is 585-292-0522.

Sheffield Pharmaceuticals, Inc., provides innovative, cost-
effective pharmaceutical therapies by combining state-of-the-art
pulmonary drug delivery technologies with existing and emerging
therapeutic agents.  Sheffield is developing a range of products
to treat respiratory and systemic diseases using pressurized
metered dose, solution-based and dry powder inhaler and
formulation technologies, including its proprietary Premaire(R)
Delivery System and Tempo(TM) Inhaler.  Sheffield focuses on
improving clinical outcomes with patient-friendly alternatives
to inconvenient or sub-optimal methods of drug administration.  
Investors can learn more about Sheffield Pharmaceuticals on its
Web site at http://www.sheffieldpharm.com

                          *    *    *

At September 30, 2002, the Company's balance sheet shows a total
shareholders equity deficit of about $14 million, as compared to
a deficit of $9 million recorded at December 31, 2001.

As of November 14, 2002, the Company had cash and equivalents of
approximately $.7 million and accounts payable and accrued
liabilities of $2.9 million. Unless the Company is able to raise
significant capital ($1 million to $2.5 million) within the next
60 days, management believes that it is unlikely that the
Company will be able to meet its obligations as they become due
and to continue as a going concern. To meet this capital
requirement, the Company is evaluating various financing
alternatives including private offerings of the Company's
securities, other debt financings, collaboration and licensing
arrangements with other companies, and the sale of non-strategic
assets and/or technologies to third parties. Should the Company
be unable to meet its capital requirement through one or more of
the above-mentioned financing alternatives, the Company may file
for bankruptcy or similar protection under the 1978 Bankruptcy
Code.


SLI INC: Court Stretches Lease Decision Period Until April 15
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, SLI, Inc., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until April 15, 2003, to decide whether to assume,
assume and assign, or reject its unexpired nonresidential real
property leases.

SLI, Inc., and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, including 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 & Flom
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: Creditors' Meeting to Convene on January 10
------------------------------------------------------------
The United States Trustee will convene a meeting of Sloan's
Auction Galleries, Ltd.'s creditors on January 10, 2003, at
10:00 a.m. at Jury Assembly Room at the U.S. Bankruptcy Court in
Greenbelt, Maryland.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The Court also schedules the creditors' last day to file proofs
of claim.  All creditors wishing to assert a claim against the
Debtor or the estate have until April 10, 2003 to file their
proofs of claim or be forever barred from asserting that claim.

Sloan's Auction Galleries, Ltd., one of America's oldest auction
houses, filed for chapter 11 protection on December 3, 2002 in
the U.S. Bankruptcy Court for the District of Maryland.  
Bradford F. Englander, Esq., at Linowes and Blocher LLP
represents the Debtor in its restructuring efforts.


TELEGLOBE INC: Enters Interim Management Pact for Core Business
---------------------------------------------------------------
Teleglobe Inc., entered into an Interim Management Agreement for
its core voice and data business with TLGB Acquisition LLC, an
affiliate of Cerberus Capital Management, L.P., and TenX Capital
Partners, LLC. Under terms of the agreement, TLGB assumed day-
to- day management responsibility for the operations of the
business on December 1, 2002.

This agreement represents another key step in TLGB's proposed
acquisition of Teleglobe's core business. It follows the
approval of the proposed acquisition by the Canadian and United
States courts, as well as the assumption of debtor-in-possession
lender status by an affiliate of Cerberus, replacing an
affiliate of BCE Inc. in that role. Final closing of the
transaction is expected in the first half of 2003, subject to
obtaining regulatory approvals and satisfaction of contractual
closing conditions.

"The execution of the Interim Management Agreement is an
important milestone for Teleglobe," said Serge Fortin,
Teleglobe's Chief Operating Officer. "Since May 15th we have
been restructuring our business, and are looking forward to
TLGB's management of the core business as a profitable stand-
alone operation. This agreement underlines the progress
Teleglobe has made to date. We have already begun working with
TLGB and I am confident that the full potential of the core
business can now be realized."

Teleglobe is a provider of international voice, wireless
roaming, data and Internet services. Today, Teleglobe owns and
operates an extensive global telecommunications network built
over a combination of wavelength IRUs, ownership or
participation in 90 fiber optic submarine cable systems,
satellite capacity, and leased transmission capacity. This
provides Teleglobe with reach to over 240 countries and
territories with advanced data capabilities. Teleglobe currently
has 275 direct and bilateral relations with large incumbent and
alternative carriers. Teleglobe also provides data and IP access
from numerous points of presence on its network and today has
private and public peering arrangements with 70 connections,
including Tier 1 providers in North America, Europe and Asia.
Teleglobe is the carrier of choice to many of the world's
leading telecommunications, mobile operators and Internet
service providers. Detailed information about Teleglobe is
available on the company's Web site at http://www.teleglobe.com  


TYCO INTERNATIONAL: Appoints Martina Hund-Mejean SVP, Treasurer
---------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI)
announced the appointment of Martina Hund-Mejean as Senior Vice
President, Treasurer. She comes to Tyco from Lucent
Technologies, Inc., where she served as Senior Vice President
and Treasurer.  Ms. Hund-Mejean will report to Executive Vice
President and Chief Financial Officer David J. FitzPatrick.

At Lucent, Ms. Hund-Mejean was responsible for executing over
$12 billion in corporate financings, the management of customer
financings activities, oversight of investor relations and the
management of over $30 billion in employee benefit assets. She
also played a key role in the Company's restructuring efforts
over the past two years.

Mr. FitzPatrick said: "I have worked with Martina previously and
have enormous respect for her talents, capabilities and
impeccable personal integrity. She will work closely with Ed
Breen and me as we negotiate new financing arrangements with our
bankers, which is one of our highest priorities. I know she will
play a very significant role as we work to capitalize on the
strengths of our operating businesses and earn the confidence of
investors in Tyco. I am delighted that she has decided to join
the Tyco team."

Ms. Hund-Mejean said: "I believe that Tyco, with its solid
operating businesses and strong market positions, has the
potential to be one of the most exciting companies of the
future. I am very impressed with what Ed Breen, Dave FitzPatrick
and the rest of the talented management team are doing to build
value at the Company and I look forward to joining them in that
effort."

Ms. Hund-Mejean succeeds Michael Robinson as Treasurer. Mr.
FitzPatrick added: "Michael has been most helpful and
professional during my early days at Tyco and we have asked him
to stay with the Company as we move forward."

Martina Hund-Mejean served as Senior Vice President and
Treasurer at Lucent Technologies, Inc., from 2000 to the
present. During the previous 12 years, she held positions of
ascending importance at General Motors, including Assistant
Treasurer, Treasurer's Office; Controller and Treasurer of
Vauxhall Motors; Director, Domestic Finance, Treasurer's Office;
and Director, Overseas Finance, Treasurer's Office.  Ms. Hund-
Mejean received a Master's Degree in Economics from the
University of Freiburg, Germany, and a Master's of Business
Administration from The Darden School of Business Administration
at the University of Virginia.

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


UNITED AIRLINES: CIT Group Discloses $96MM Prepetition Exposure
---------------------------------------------------------------
CIT Group Inc., (NYSE: CIT) disclosed its current financing
relationship with UAL Corp., and its subsidiary, United
Airlines. Earlier this morning UAL announced the filing of
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code by UAL and United Airlines and certain of
their subsidiaries.

Under existing agreements, CIT has capital leases where United
Airlines is the lessee of four narrow body, CIT-owned aircraft,
for a total exposure of $96 million. Additionally, CIT holds $41
million in Senior A tranche Enhanced Equipment Trust
Certificates issued by United Airlines, which are debt
instruments collateralized by aircraft operated by United
Airlines. CIT also leases a variety of other equipment to UAL,
aggregating $4.6 million.

In connection with United Airlines' filing under Chapter 11, CIT
has committed to act as a co-arranger in a $1.2 billion secured
revolving and term loan facility. This debtor-in-possession
facility is secured by, among other collateral, unencumbered
aircraft. CIT's commitment will be $300 million. The credit
facility is subject to court approval and other conditions.

CIT Group Inc., (NYSE: CIT) a leading commercial and consumer
finance company, provides clients with financing and leasing
products and advisory services. Founded in 1908, CIT has nearly
$50 billion in assets under management and possesses the
financial resources, industry expertise and product knowledge to
serve the needs of clients across approximately 30 industries.
CIT holds leading positions in vendor financing, U.S. factoring,
equipment and transportation financing, Small Business
Administration loans, and asset-based and credit-secured
lending. CIT, with its principal offices in New York City and
Livingston, New Jersey has approximately 6,000 employees in
locations throughout North America, Europe, Latin and South
America, and the Pacific Rim. For more information, visit
http://www.cit.com


UNITED AIRLINES: Bank One Provides $600 Million of DIP Financing
----------------------------------------------------------------
Bank One (NYSE: ONE) has agreed to provide $600 million in
debtor-in-possession financing to United Airlines. The financing
is subject to bankruptcy court approval and satisfaction of
certain conditions.

The financing comes in two forms. The first is traditional DIP
financing, with Bank One providing 25 percent of the $1.2
billion facility from a group that includes J.P. Morgan Chase,
Citibank, CIT Group and Bank One. This facility will be secured
by a primary lien on all unencumbered assets of United. Access
to the first $500 million, of which Bank One's share is $125
million, is available immediately, subject to court approval and
certain conditions customary to loans of this type. The balance
is subject to certain performance milestones under United's
business plan, including near-term cost savings.

The second form of financing is a Bank One-only facility of $300
million, which has a secondary lien on the previously mentioned
assets, and a primary lien on the assets related to United's co-
branded card contract with Bank One. This funding is available
immediately, subject to court approval and certain conditions
customary to loans of this type.

Bank One's contract with United allows United Airlines Mileage
Plus cardmembers to earn frequent flier miles for spending on
the card. Although the United Airlines Mileage Plus card
comprises less than 10 percent of Bank One Card Services'
balances outstanding, Bank One considers the relationship an
important part of its card business.

In addition, given United's commitment to "business as usual"
during its bankruptcy proceedings, Bank One said it believes its
financing is well secured.

Bank One further said that as of Friday, December 6, it had
resigned as indenture trustee on the seven bond issues described
in United's list of unsecured creditors.

Additionally, Bank One said it will charge off all previous
United Airlines credit exposures, approximately $45 million
after-taxes, in the fourth quarter. The charge-offs do not
change Bank One's outlook for the fourth quarter.


UNITED AIRLINES: VARIG Tells Customers It's "Business as Usual"
---------------------------------------------------------------
VARIG Brazilian Airlines reassured its customers traveling on
United Airlines that they can continue booking with complete
confidence that their travel plans will not be disrupted by
today's announcement that United has filed for protection under
Chapter 11 of the U.S. Bankruptcy code.

"It is business as usual for United Airlines and VARIG is fully
supportive of our Star Alliance partner United, and we have
every confidence in their ability to successfully restructure
and later emerge as an even stronger partner," said Vicente
Cervo, VARIG's Director - North America. "United's filing has no
impact on codeshare flights operated by United in cooperation
with VARIG," he added.

Cervo pointed out that Chapter 11 filings by U.S. airlines allow
the carriers to operate their flight schedules without
disruptions, and United will continue to operate normally.


UNITED AIRLINES: Fitch Says Hub Airports Exposed to Higher Risks
----------------------------------------------------------------
Monday morning's voluntary filing by UAL Corp., parent of United
Airlines, for reorganization under Chapter 11 of the US
Bankruptcy Code poses only minor immediate risks to most general
airport revenue bonds, according to Fitch Ratings.

However, as the airline reorganizes under the bankruptcy court,
its operating decisions may increase credit pressure on airports
where United maintains significant hubbing operations. Thus far,
United continues to operate its full schedule and remains
current on payments to airports under its various use and lease
agreements. As United secured approximately $1.5 billion of
debtor-in-possession financing to bolster its liquidity prior to
the filing, and bankruptcy courts generally allow an airline to
continue making payments to the airports it serves, Fitch
expects airports will continue to receive terminal rental and
landing fee payments from United on a timely basis for the near
term.

However, the risks to airport finances increase over the long-
term as United undertakes a reorganization that may result in
considerable operational changes. Particularly vulnerable are
United's hub airports which rely on the scheduling decisions of
the airline to generate significant levels of transfer traffic
to complement the local passenger base. Reflecting the growing
potential for a Chapter 11 filing by United, Fitch changed its
Rating Outlook to Negative from Stable for Chicago-O'Hare
International Airport (first lien airport revenue bonds rated
'AA-' by Fitch) on March 4, 2002, and Denver International
Airport (airport system revenue bonds rated 'A+') on March 11,
2002. Additionally, on Dec. 5, 2002, Fitch placed the rating for
the outstanding debt of San Francisco International Airport
(airport revenue bonds rated 'A+') on Rating Watch Negative and
changed its Rating Outlook for Los Angeles World Airports' Los
Angeles International Airport (airport revenue bonds rated 'AA')
to Negative from Stable, largely reflecting reliance upon United
as well as other credit factors. The above noted rating action
on San Francisco International Airport's debt followed a
downgrade of the rating from 'AA-' to A'+' on Feb. 22, 2002.
United also operates a hub at Metropolitan Washington Airport
Authority's Washington Dulles International Airport. Fitch
maintains a Stable Rating Outlook for MWAA (Airport System
Revenue Bonds rated 'AA-') based on the diversity of revenue
generated by its two facilities which serves to dampen the
impact of decreased activity related to United. Fitch continues
to monitor developments at United and the impact its decisions
have on the financial operations of these and other airports,
and will issue credit updates as warranted.

United and its regional affiliates accounted for 45.2% of total
enplanements at Chicago-O'Hare in 2001. While transfer traffic
represented 56% of total enplanements during the year, O'Hare's
central location and status as the primary commercial airport
serving the nation's third largest population center enhances
the likelihood that other airlines would increase service at the
airport should United decrease its level of enplanements.
Furthermore, as United maintains its headquarters just northwest
of the airport, Fitch believes O'Hare would be one of the last
stations where the airline would drastically reduce service.

United and its affiliates represented 66.9% of total
enplanements at Denver International in 2001, with the airline's
hubbing activity leading to connecting traffic accounting for
43.3% of total passenger volume. While Denver offers an
attractive local market, natural east-west location, and a
highly efficient airfield for hubbing activity, Fitch believes
the potential for another carrier to fully replace United's
operation, should it discontinue its hub, is impacted by the
airport's above-average costs, the decline in overall demand for
air travel, and the weakened financial position of the domestic
airline industry.

Fitch's recent rating actions regarding San Francisco
International and Los Angles World Airports are detailed in
related press releases dated December 5, 2002, available on the
Fitch Ratings Web site at http://www.fitchratings.com  

At somewhat less risk are airports served by United that rely on
local demand for air travel to drive their operations. Such
airports stand a greater chance of another airline entering the
market to serve the customer base than airports that rely on
transfer traffic. Nevertheless, Fitch will monitor developments
at United and the credit impact its actions may have on all
Fitch rated airports, including the following: Sea-Tac (United
represented 16% of enplanements in 2000), San Diego (16%), John
Wayne Orange County Airport (16%), Sacramento (17%), Fresno
Yosemite (United Express 53%), Tucson (17%), and Burlington,
Vermont (28%).

"As domestic airlines continue to reduce schedules in response
to slackened demand, airports need to proactively manage their
finances, reduce costs, and adjust their capital program to
assure sustained coverage of debt service," said Peter Stettler,
Director, Fitch Ratings. "While Fitch continues to believe
airports maintain their fundamental credit strengths, the need
for other carriers to respond to the competitive pressures
generated by a reorganized United will only add to the burdens
that heightened security measures and lowered passenger levels
have placed on airport financial operations," said Stettler.

United's bankruptcy petition further clouds an already murky
operating environment for the domestic airline industry. "Fitch
continues to be concerned about the major domestic airlines'
ability to generate increased revenue per available seat mile in
the current weak demand environment," said Bill Warlick,
Director and Airline analyst, Fitch Ratings. "Without a
significant pick-up in passenger yields in 2003, the financial
outlook for the major carriers remains weak. United's bankruptcy
and the ensuing capacity reduction will help re-balance supply
with demand and should limit a further deterioration in industry
unit revenue trends. However, cost reduction and liquidity
preservation will remain the primary focus of major U.S.
airlines in the aftermath of United's bankruptcy filing."

Finally, Fitch recognizes the significant risks posed by
United's bankruptcy to the airline's outstanding airport special
facility bonds. The structure and security of special facility
transactions vary considerably, from a simple guarantee of
United, in which case the investor's claim ranks behind secured
creditors with limited chance for recovery, to a mortgage which
may provide the investor with a much higher likelihood of
recouping their investment. Fitch has no outstanding ratings on
United's special facility debt.

Fitch maintains underlying ratings on approximately $43 billion
of debt for 65 US airports, including 28 of the 30 largest
facilities in the nation. Fitch also maintains a number of
ratings on airport-related project and special facility
transactions including terminal facilities, rental car
facilities, and fuel facilities.


UNITED AIRLINES: EDS Outlines Leasing Arrangements with Company
---------------------------------------------------------------
EDS (NYSE: EDS) confirmed its previously disclosed leasing
arrangements with United Airlines in light of the airline's
bankruptcy filing.

As disclosed in its third quarter 2002 quarterly report on Form
10-Q and related investor calls on September 18 and October 30,
2002, EDS has investments associated with leveraged aircraft
leases with United Airlines. These leases were entered into in
1991.

EDS' current investment balance associated with these leases is
approximately $40 million. EDS will record a provision in the
fourth quarter of 2002 to write down all of its investment
associated with these leases, resulting in a reduction in fourth
quarter and full year 2002 earnings of $0.05 per share. A final
determination by United Airlines as to the status of these
leases post bankruptcy is not expected in the near term. EDS has
no other significant commercial relationships with United
Airlines.

EDS, the leading global services company, provides strategy,
implementation, business transformation and operational
solutions for clients managing the business and technology
complexities of the digital economy. EDS brings together the
world's best technologies to address critical client business
imperatives. It helps clients eliminate boundaries, collaborate
in new ways, establish their customers' trust and continuously
seek improvement. EDS, with its management consulting
subsidiary, A.T. Kearney, serves the world's leading companies
and governments in 60 countries. EDS reported revenues of $21.5
billion in 2001. The company's stock is traded on the New York
Stock Exchange and the London Stock Exchange. Learn more at
http://www.eds.com


UNITED AIRLINES: J.M. Keeling Says ESOP Program "Turns Sour"
------------------------------------------------------------
The following is a statement by J. Michael Keeling, President,
The ESOP Association, in reaction to United Airlines
Corporation's bankruptcy filing. United Airlines is the only
publicly traded company to have been majority-owned by an
Employee Stock Ownership Plan (ESOP).

"Employee ownership advocates are clearly disappointed that the
widely-heralded employee ownership program at United Airlines
turned sour, and that the company's employee ownership program
did not enable the company to weather troubled times, either
internal or external.

"At the same time, it is not necessary for employee ownership
advocates to express bitterness or dismay toward the cynics, who
amid the media outcry with regard to United Airlines, are now
smitten in their belief that employee ownership does not work.

"Instead, employee ownership advocates, and particularly those
believers in employee stock ownership plans (ESOPs), should
welcome this new, national focus as to whether employee
ownership can match the promises of the power of employee
ownership.

"To put the power of employee ownership in perspective, consider
this: during the last 30 years, the vast majority of ESOP
companies have yielded impressive results -- and many have
outperformed their non-ESOP counterparts. United Airlines is a
clear-cut example of lessons learned in the ESOP community
during this period of time. In light of United, perhaps the
"arm- chair critics" of employee ownership will recognize these
lessons, and take time to objectively review the qualities that
can make employee-owned companies much more successful than
conventionally-owned companies, as well as much more satisfying
to those who are stakeholders in the company's future,
especially including the employees.

"Lesson one: For an employee-owned company to reach its
potential, it is important to have everyone at the company,
regardless of position or rank, committed to creating an
ownership culture among employee owners. An ownership culture is
formed in a participatory, empowered environment, where employee
input is based on faith, trust and most importantly, knowledge.

"Lesson two: Successful employee-owned companies have a strong
commitment and time-consuming level of dedication among
management and employee leaders to educate a work force about
the free enterprise system, as to its risks and rewards. Absent
this commitment, employee input often becomes a shouting match
with management. Gridlock results, little is accomplished, and
neither side has much respect for the other's opinions or
thoughts.

"Lesson three: Whether a business is employee-owned, singularly-
owned, publicly owned, or owned by a group, a silk purse cannot
be made out of sow's ear. In other words, employee ownership
does not alter an external environment.

"Lesson four: Creating employee ownership in a distressed
company through lower pay, lower benefits, and, other so-called
"wage concessions" in exchange for ownership leaves a bitter
taste in employees mouths that makes the future even more
difficult.

"Lesson five: Research has demonstrated that more often than
not, employee ownership has succeeded in privately owned
companies with fewer than 1000 employees. Employee ownership has
not yet established a track record of success by large, public
employers that are majority owned by the employees.

"It is lesson five that is the greatest challenge for those
employee ownership advocates that believe that a majority of
American employees should own a significant share of the
companies where they work.

"As for the critics of employee ownership, or more accurately,
the cynics, who make the rather uninformed leap that United
Airlines' experience with employee ownership through an ESOP
proves employee ownership does not create more equitable and
better performing companies -- Wake up! There is ample evidence
that properly managed, employee-owned companies have a stellar
record in the United States. And advocates for employee
ownership need to take this opportunity -- with employee
ownership at the forefront of so many major media outlets -- to
prove to cynics and critics the power of employee ownership."


UNITED AIRLINES: Will Continue to Honor Star Alliance Agreements
----------------------------------------------------------------
United Airlines' filing for Chapter 11 bankruptcy protection
will have no impact on its membership in Star Alliance. United
will continue to honor its obligations to the alliance,
including bilateral code-share agreements, frequent flyer
agreements and lounge access agreements, and will maintain a
comprehensive schedule of flights across its vast domestic and
international route network.

Chapter 11 refers to the section of the U.S. Bankruptcy Code
that provides for court-supervised restructuring of companies as
they continue to operate normally. The proceeding is intended to
help companies become stronger financially.

"It will be business as usual at United and throughout the Star
Alliance network. Customers will see no change," confirmed Jaan
Albrecht, Chief Executive Officer of Star Alliance.

Under Chapter 11 protection, United will be allowed "breathing
room" to work with creditors and other key constituents to
develop a plan to reorganize and restructure the company.
Business will continue operating without interruption during
this process, including flights, reservations and other
services. Aircraft maintenance and flight safety will remain the
number one priority. Passengers will continue to be able to
accrue and redeem frequent flyer mileage on United flights.

"We are confident that United, a founding member of Star
Alliance, is going to emerge successfully from Chapter 11," said
Jaan Albrecht. "During this time of restructuring, United will
continue to serve its customers with focus and energy while
offering all the benefits that customers have come to identify
with Star Alliance.

"When this process is over, we will see the emergence of a
stronger and even more competitive United Airlines," he
predicted.


UNITED AIRLINES: Employee-Management Cooperation Remains Strong
---------------------------------------------------------------
Association of Flight Attendants, AFL-CIO, United Airlines
Master Executive Council President Greg Davidowitch made this
statement after the airline announced it would file for
bankruptcy to continue operating as a result of the federal Air
Transportation Stabilization Board denying its application for a
loan guarantee:

"It wasn't long ago that United Airlines was the biggest, best
airline in the world. But a number of very poor decisions by
recent CEO's, the loss of $20 billion in revenue among the major
network carriers in our industry and the unethical collaboration
between the Air Transportation Stabilization Board and some
other airlines who stand to gain if United fails, combined to
result in our carrier's bankruptcy filing.

"Those outside forces will not succeed in grounding United. The
coming months will be difficult and painful for flight
attendants as we work through the bankruptcy process. But we are
committed to continuing the unprecedented cooperation between
employees and management that will be necessary to turn United
around and successfully shepherd it through reorganization.

"This process will mean further cuts to our contract and a
bigger strain on our families. But we will face these challenges
head on. We know and management knows what happens when a
carrier fights with its workers in bankruptcy. There are enough
former Eastern Airlines employees in our ranks to remind us of
that.

"Many cowardly airline CEO's, in their lobbying to get our ATSB
application denied, questioned our resolve and the sacrifices
we've made. The average United flight attendant has provided 12
years of dedication and earns an average of $32,000 a year.
These dedicated workers voluntarily decided to take painful pay
and benefit cuts to keep their carrier afloat. What flight
attendants have been willing to offer United thus far has been
awe-inspiring. And we will not let those who doubt us from the
comfortable confines of their executive suites and six and seven
figure salaries in the White House and Wall Street diminish our
sacrifices or resolve to see this carrier succeed.

"We will not be deterred from our goal of restoring United to
the premiere airline in the world. We will continue to work with
our United Airlines Union Coalition partners and airline
management to position the carrier so that we can emerge as the
preeminent airline in the industry once again. Those who doubt
us will lose. They will not be able to compete with the new
United."

More than 50,000 Flight Attendants, including the 24,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union. Visit http://www.unitedafa.org


UNITED AIRLINES: Pilots Remain Committed to Restore Company
-----------------------------------------------------------
Captain Paul Whiteford, chairman of the United pilots unit of
the Air Line Pilots Association representing United Airlines'
9,000 pilots commented on the airline's filing for Chapter 11
bankruptcy protection:

"United Airlines' Chapter 11 bankruptcy filing is one of the
most difficult and disappointing developments in our proud
history and one that we have worked extremely hard over the past
12 months to avoid. Since the events of 9/11, we have worked
with the Company, along with the other unions at United, to
produce an unprecedented labor cost reduction package and out of
court restructuring program for United."

"Regrettably, the Air Transportation Stabilization Board (ATSB)
rejected this plan out of hand and there are no other options
available for UAL at this time."

"Despite these events, United remains in business and will
continue to serve its valued customers across the globe.
United's pilots will, as we always have, perform our duties with
pride at the highest levels of customer service, safely flying
our passengers in the professional manner the public demands
from an industry leader."

"Any successful restructuring of United in bankruptcy must
involve continued cooperation and collaboration among ALPA,
United management and all of the company's labor unions. We look
forward to those discussions."

"We believe in United and are committed to restoring our
company's strength and shaping our future."


UNITED AIRLINES: Employees' Wage Cuts to Take Effect Next Week
--------------------------------------------------------------
United Airlines said 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.

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


UNITED AIR: S&P Ratchets Ratings on Selected Aircraft Trusts
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
senior unsecured debt, selected classes of enhanced equipment
trust certificates and all equipment trust certificates of
United Air Lines Inc. (D).  All ratings on obligations still
paying remain on CreditWatch with negative implications.

"The downgrades reflect United's bankruptcy filing, reduced
collateral coverage, and the risk that United may reject or seek
to renegotiate financings on certain models of aircraft," said
Standard & Poor's credit analyst Philip Baggaley. "The
downgraded ETCs are undercollateralized, and some are backed by
planes at risk of being turned back to creditors by United in a
likely bankruptcy; the downgraded EETCs were mostly junior
classes of certificates that would suffer disproportionately if
United selectively rejects or renegotiates some of the debt and
lease financings underlying the EETCs," the analyst continued.
United and parent UAL Corp. (D) filed for Chapter 11 this
morning.

Standard & Poor's ratings could be lowered further if United
rejects aircraft obligations relating to the ETCs and EETCs in
bankruptcy, but a Chapter 11 filing by itself is already
factored into the current, revised ratings.


UNITED AIRLINES: S&P Says Credit Woes Will Affect Whole Industry
----------------------------------------------------------------
Standard & Poor's said that the current credit difficulties
faced by UAL Corp., and subsidiary United Air Lines Inc., will
inevitably have an effect on the aircraft industry.

However, no immediate rating changes to the notes issued in an
aircraft portfolio securitization publicly rated by Standard &
Poor's are envisaged as a direct result. The reason is that not
one of the portfolios in these securitizations currently has
United as a lessee or borrower. On Dec. 5, 2002, Standard &
Poor's lowered its corporate credit ratings on UAL and United to
'D' from 'CCC-' following the rejection by the Air
Transportation Stabilization Board of United's application for a
federal loan guaranty. Standard & Poor's expects, however, that
United will be able to reorganize, and accordingly does not
expect a flood of aircraft into the leasing market from a
liquidation. United is, though, expected to turn back to lessors
and creditors some B747-400, B767-200, and B737-300 aircraft.
The impact on values and lease rates will probably be less
severe for the last aircraft type, but as there already exists
an oversupply of the former two types this can only drive the
market lease rates down even further for these models. The
success or lack thereof of United's attempts to reorganize may
also mean that the company later turns back some other aircraft
models. In an already oversupplied market, any large increases
in supply of particular aircraft models in the near future could
cause a material decline in revenues to certain portfolios. The
value and lease rates of aircraft in the portfolios are key
drivers in the ongoing cash flow analysis of securitizations and
Standard & Poor's will monitor closely any effect on these.
Standard & Poor's will continue to review any attempted
reorganization by United and the effect thereof on the aircraft
portfolios of rated aircraft securitizations.


WARNACO GROUP: Global Esprit Sues AFC for Compensatory Damages
--------------------------------------------------------------
Global Esprit, Inc. seeks:

   (a) compensatory damages for Authentic Fitness Corporation's
       continuing postpetition infringement of Global Esprit's
       patents;

   (b) preliminary and permanent injunctive relief enjoining AFC
       from further infringement of the patents-in-suit;

   (c) declaratory judgment that AFC has infringed patents owned
       by Global Esprit; and

   (d) declaratory judgment that Global Esprit is entitled to
       payment of reasonable royalties caused by AFC's
       continuing infringement, as an administrative expense;

   (e) an accounting for and payment to Global Esprit of all
       gains, profits and advantages derived by AFC as a result
       of its infringement of the patents-in-suit since the
       filing of AFC's Chapter 11 petition; and

   (f) an award of pre-judgment interest and costs of
       this Action.

Philip H. Kalban, Esq., at Fischbein Badillo Wagner Harding, in
New York, relates that Global Esprit is the owner by assignment
of two U.S. Letters Patent:

   (1) No. 5,524,300 duly issued on June 4, 1996 to Herman
       Chiang by the U.S. Patent and Trademark Office, entitled
       "Pair of Swimming Goggles;" and

   (2) No. 5,901,382, duly issued to Herman Chiang on May 11,
       1999 by the U.S. Patent and Trademark Office, entitled
       "Swimming Goggles."

Since November 1996, AFC has purchased swimming goggles from
Global Esprit, which it has packaged and sold as "Speedo"
Hydrospex and Junior Hydrospex swimming goggles.  In 1997, AFC
purchased 664,520 units of Hydrospex goggles from Global Esprit,
which amounted to sales equal to $1,633,776.  In 1998, sales
increased by $1,200,000, realizing $3,300,000 in sales.

Mr. Kablan tells the Court that when AFC first purchased
Hyrospex swimming goggles from Global Esprit in 1996, Global
Esprit gave notice to AFC that the swimming goggles were
manufactured subject to patents held by Global Esprit.  
Moreover, since at least 1997, all Hydrospex goggles Global
Esprit manufactured and sold to AFC have been marked with the
applicable patent numbers.

Mr. Kablan continues that between 1999 and 2000, the number of
Hydrospex swimming goggles AFC purchased from Global Esprit
declined substantially despite its continued popularity.  AFC
only purchased 17,600 units of Hydrospex from Global Esprit.
Beginning late 1999 or early 2000, AFC began manufacturing its
own swimming goggles using Global Esprit's patented technology,
and importing, distributing and selling these goggles in the
United States.

Global Esprit first became aware of AFC's activities in 2000.  
On February 16, 2000, Mr. Kablan relates, Herman Chiang,
President of Global Esprit; Clifford Bishop, Managing Director
of Esprit Europe Ltd.; and Naomi Moloney, Manager of Esprit
Europe Ltd., visited AFC's headquarters to make product
presentation and discuss future sales to AFC.  Around that time,
Stephen Hall, manager of AFC's manufacturing facility in
Vancouver, British Colombia, advised Messrs. Chiang and Bishop
and Ms. Moloney that the Vancouver facility was manufacturing
soft-frame swimming goggles for AFC's own use.

On March 23, 2000, Global Esprit received samples of the soft-
frame goggles being manufactured by AFC in its Vancouver
facilities and sold as Speedo Hydrospex and Junior Hydrospex
swimming goggles in the United States.  Mr. Kablan informs the
Court that when Global Esprit examined the goggles, it found
them to be virtually identical in style, shape, and
functionality to the goggles that had been and were still being
manufactured and sold by Global Esprit to AFC.  Additionally,
the sample goggles were being sold in the same packaging used to
package the goggles that AFC were buying from Global Esprit.

On April 7, 2000, Mr. Bishop wrote to Mr. Hall and informed him
of Global Esprit's belief that AFC's Hydrospex swimming goggles
implicated the two Global Esprit patents.  AFC never contacted
Global Esprit to discuss licensing Global Esprit patents, nor
did it cease producing, importing, and selling the infringed
goods that year.

Hence, on December 8, 2000, Global Esprit commenced an action
against AFC for patent infringement in the U.S. District Court
of the Central District of California, seeking compensatory,
declaratory and injunctive relief.

On January 26, 2001, AFC provided Global Esprit with samples of
its "newly designed" swimming goggles, which AFC claimed did not
infringe Global Esprit's patents.  But Global Esprit insists
that the goggle's design did not differ substantially from the
design, which are the subject of the California Action, and
still infringed Global Esprit's patents.  Global Esprit advised
AFC on March 7, 2001 that its "newly designed" goggles infringed
Global Esprit's patents and reiterated its demand that AFC cease
its infringing activity.

Global Esprit also wants AFC to remove the infringing swimming
goggles from retail stores and to compensate Global Esprit for
the infringing sales during the prior year or more to the
California Action.  No positive response came from AFC.  AFC
continued to sell the goggles in retail stores across the United
States under the "Speedo" brand name in packaging indicating
that they were manufactured by AFC in Canada.  In addition, the
same infringing goggles were being sold on the Speedo Internet
Web site: http://www.speedo.com

Mr. Kablan contends that Global Esprit's request is reasonable
and necessary since AFC's continued infringement causes
irreparable harm to Global Esprit for which there is no adequate
remedy at law. (Warnaco Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WASHINGTON MUTUAL: Fitch Ups Low-B Ratings on Class B1, B2 Notes
----------------------------------------------------------------
Fitch Ratings has upgraded 6 classes of Washington Mutual
residential mortgage-backed certificates, as follows:

     Washington Mutual, Mortgage Pass-Through Certificates,
                       Series 2000-1

   -- Class M1 to 'AAA' from 'AA';

   -- Class M2 to 'AA+' from 'A';

   -- Class M3 to 'A+' from 'BBB';

   -- Class B1 to 'BB+' from 'BB';

   -- Class B2 to 'B+' from 'B'.

Washington Mutual, Mortgage Pass-Through Certificates, Series
2000-WM2 --Class M1 to 'AAA' from 'AA'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


WYNDHAM: Completes Calif. Asset Sale to Warner Center for $69MM
---------------------------------------------------------------
Wyndham International, Inc., (AMEX:WBR) has closed the sale of
the Warner Center Marriott located in Woodland Hills, Calif., to
Warner Center Hotel Partners IV, LLC for approximately $69.5
million.

This announcement arrives on the heels of last week's closing of
11 assets for approximately $345 million to Westbrook Hotel
Partners IV, LLC as well as the planned closing of an additional
two assets for approximately $103 million prior to year-end. All
net proceeds from the sales will be used to pay down debt.

"The strength in the real estate market has created an effective
arena for us to sell our non-strategic assets at pricing that is
forward-moving for our company," stated Fred J. Kleisner,
chairman and chief executive officer of Wyndham International.
"We will continue to execute our plan to divest non-strategic
assets, to reduce our debt and to focus on our proprietary-
branded properties."

At the beginning of 1999, Wyndham International identified 152
non-strategic, owned assets. Including the Westbrook sale, the
Company will have successfully disposed of 102 of those
properties, raising approximately $1.5 billion. In addition,
Wyndham has converted another 16 properties to the proprietary
Wyndham brand, leaving 34 non-strategic assets to sell. Wyndham
International is continuing to pursue the sale of the remaining
non-strategic assets with interested parties.

Sunstone Hotel Investors, LLC, which currently operates 61
upscale and mid-scale hotels with 14,838 rooms throughout the
United States with approximately 90 percent being full-service
hotels, will manage the Warner Center Marriott. Warner Center
Hotel Partners IV, LLC is a newly formed entity created by
Westbrook Real Estate Fund IV.

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***