TCR_Public/021213.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 13, 2002, Vol. 6, No. 247    

                          Headlines

ACTRADE FINANCIAL: Files for Chapter 11 Protection in New York
ACTRADE FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
AIR 2 US: S&P Cuts Ratings Following United's Chapter 11 Filing
ALLBRITTON COMMS: S&P Rates $275MM Sr. Subordinated Notes at B-
ANC RENTAL: Wins Nod to Hire Coldwell Banker as Missouri Broker

ARMSTRONG HOLDINGS: AWI Gets Approval to Hire American Appraisal
ASIA GLOBAL CROSSING: Brings-In Gibson Dunn as Special Counsel
BOMBADIER CAPITAL: Fitch Takes Rating Actions on Several Deals
BUDGET GROUP: Asks Court to Approve Settlement with Homestore
CORRECTIONS CORP: Board Declares Dividend on Preferred Shares

COVANTA: Resolves Cash Collateral Use Issues with Committee
CYGNUS INC: Amends Debentures to Add Fixed Min. Conversion Price
CYPRESS SEMICONDUCTOR: S&P Cuts Corporate Credit Rating to B+
DENBURY RESOURCES: Provides Ops. and Financial Guidance for 2003
DEUTSCHE FIN'L: Fitch Junks 2 Classes of Contracts 1997-I/1998-I

DEVON ROANOKE: Voluntary Chapter 11 Case Summary
DOW CORNING: Evidence Upholds Non-Consensual Non-Debtor Releases
ENCOMPASS SERVICES: Signs-Up KPMG to Perform Auditing Services
ENRON: Florida Power Has Until Jan. 16 to File Proofs of Claim
EXIDE: Equity Committee Hires Reinhart Boerner as Co-Counsel

FORD MOTOR: Board Declares First-Quarter Dividend on Shares
GENERAL MAGIC: Commences Chapter 11 Proceeding in California
GENUITY: Wants to Pay Up to $7MM of Prepetition Foreign Claims
GEOWORKS CORP: Adjourns Special Shareholders Meeting Until Jan 8
GILAT SATELLITE: Fails to Comply with Nasdaq Listing Guidelines

GOLDMAN INDUSTRIAL: Gets OK to Tap Willinger as Land Use Counsel
GRANADA INSURANCE: S&P Hatchets Fin'l Strength Rating to BBpi
GREIF BROS. CORP: Fourth Quarter 2002 Results Show Improvement
HALLIBURTON: Close to Agreement in Principle on Asbestos Claims
HARBISON-WALKER: Court Extends Stay Until Today's Hearing

HOLLINGER INT'L: Files Amended SEC Form 10-Q for Third Quarter
HOLLINGER INC: S&P Places Low-B Ratings on CreditWatch Negative
HUGHES: S&P Revises Watch to Developing over Nixed EchoStar Deal
INTEGRATED HEALTH: Wants Removal Period Extended to March 3
KAISER ALUMINUM: Seeks Approval of Summit Purchase Agreement

KMART CORP: Gets Okay to Use Estate Funds for New D&O Policies
LEAP WIRELESS: Nasdaq Knocks-Off Shares Effective December 11
LEAR CORP: Will Publish Q4 and Year-End Results on January 27
LERNOUT: L&H N.V. Sues 3 Luxembourg Entities to Recoup Transfers
MICROCELL: J. Healy and D. Mosa Resign from Board of Directors

MONARCH DENTAL: Two Shareholders Support Merger with Bright Now!
NATIONAL BENEVOLENT: Fitch Sees Debt Service Covenant Violation
NAVISTAR: Completes Sale of $190-Mill. Senior Convertible Bonds
NCI BUILDING: Reports Improved Fiscal 2002 Financial Results
NCS HEALTHCARE: Court Enjoins Implementation of Genesis Merger

NORTEL NETWORKS: Expands Relationship with ScanSoft Inc.
NORTHWEST BIOTHERAPEUTICS: Closes Transaction with Medarex Inc.
OWENS-BROCKWAY: S&P Rates $175-Mill. Senior Secured Notes at BB
PANACO INC: Secures Exclusivity Extension through January 31
PBG AIRCRAFT: S&P Keeps Watch on Ratings Following UAL's Filing

PERKINELMER: Weak Credit Measures Spur S&P to Cut Rating to BB+
PUBLIC SERVICE ENTERPRISE: Trust Issuing $180MM 8.75% Preferreds
RITE AID CORP: Will Publish Third Quarter Results on Thursday
ROUNDY'S INC: S&P Affirms BB- Credit Rating over Stable Sales
RSL COM U.S.A.: Completes Sale of Businesses to WorldxChange

RURAL CELLULAR: Enters Services Agreement with Call Sciences
RUSSELL CORP: Declares Quarterly Dividend Payable February 17
SANDISK: S&P Assigns B/CCC+ Corporate Credit & Sub. Debt Ratings
SASOL DHB HOLDINGS: Case Summary & 3 Largest Unsec. Creditors
SEITEL INC: Delivers Debt Restructuring Proposal to Noteholders

SINCLAIR BROADCAST: Receives Tenders & Consents for 8-3/4% Notes
THINKPATH: Completes Financing Arrangement with Morrison Fin'l
TRUMP HOTELS: Extends COO Mark A. Brown's Employment Contract
TWINLAB CORP: Fails to Satisfy Nasdaq Continued Listing Criteria
UNIFORET INC: Canadian Court Fixes January 18 Claims Bar Date

UNIROYAL TECHNOLOGY: Has Until January 23 to Decide on Leases
UNITED AIRLINES: Secures Order Restricting Securities Trading
UNITED AIRLINES: Signs-Up Kirkland & Ellis as Lead Counsel
UNITED AIRLINES: Atlantic Coast Details Payments from Company
UNITED AIRLINES: Mexicana Airlines Asserts Confidence in Reorg.

UNITED AIRLINES: Appoints Doug Hacker as New EVP for Strategy
UNITED AIRLINES: Suspends Service to Caracas, Venezuela
US AIRWAYS: Reaches Agreement with Pilots for $100MM Cost Cuts
VANGUARD AIRLINES: Court Fixes December 20 as General Bar Date
VISKASE: Court to Consider Discl. Statements & Plan on Dec. 20

WARNACO GROUP: Solicitation Period Extended Until January 6
WASHINGTON GROUP: Court Approves Settlement with Westmoreland
WEIRTON STEEL: Finding 80% Supermajority Voting Rule Frustrating
WESTPORT RESOURCES: S&P Assigns B+ Rating to Planned $300M Notes
WINSTAR: Trustee Asks Court to Fix Rejection Claims Bar Date

WORLDCOM: Urges Court to Approve Settlement Pact with XO Comms.
XCEL ENERGY: Board Declares Quarterly Preferred Dividend

* BOOK REVIEW: Bankruptcy Crimes

                          *********

ACTRADE FINANCIAL: Files for Chapter 11 Protection in New York
--------------------------------------------------------------
Actrade Financial Technologies Ltd., and one of its
subsidiaries, Actrade Capital Inc., have filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the Bankruptcy Court for the Southern
District of New York. Chapter 11 allows the Company to continue
operating its business while under the jurisdiction of the
Bankruptcy Court. Except for Capital, the Chapter 11 filings do
not include any of the Company's other subsidiaries.

Actrade also announced the following recent developments:

1. Appointment of CEO.

As previously disclosed, on October 8, 2002, Alexander C.
Stonkus began a paid leave of absence from his positions as
President and CEO of Actrade. Richard McCormick has been
appointed Chief Executive Officer and has entered into an
agreement with Actrade effective October 8, 2002.

Mr. McCormick has over twenty years of experience in investment
banking and financial consulting. His prior experience includes
positions with PaineWebber Incorporated and Kidder, Peabody &
Co.  Mr. McCormick graduated from the University of Southern
Connecticut with a B.S. in economics and accounting and received
an M.B.A. from Pace University.

2. Pending Delisting Appeal

As previously announced, on October 17, 2002, Actrade received a
Nasdaq Staff Determination that Actrade's common stock, par
value $.0001 per share, no longer qualifies for inclusion in The
NASDAQ Stock Market. Actrade appealed the Nasdaq Staff
Determination before a Nasdaq Listing Qualifications Panel. At
this time, Actrade is awaiting the decision of the Panel. If the
Panel upholds the Nasdaq Staff Determination, then Actrade's
Common Stock will be subject to immediate de-listing from The
Nasdaq National Market.

3. Ongoing Audit Committee Evaluation.

As has also previously been disclosed, Actrade has ceased
operating its international bill of exchange business, which had
primarily been conducted through Actrade Resources, Inc., an
Actrade subsidiary. Actrade's Board of Directors has directed
the Audit Committee of the Board to conduct an evaluation of,
and make appropriate recommendations to the Board with respect
to, anonymous allegations received by Actrade relating to
alleged serious irregularities and improprieties in the
operations conducted by the Company and its subsidiaries,
including, among other matters, allegations relating to the bona
fides of nearly all of the transactions financed by the IMT
Business and of a majority of the domestic Trade Acceptance
Draft transactions, the relationship of the IMT Business with
banking and other financial institutions with which the IMT
Business conducted its business, the possible affiliation of
Amos Aharoni, Actrade's former Chairman of the Board and Chief
Executive Officer, with certain customers and salespeople and
entities of the IMT Business, and other issues concerning
certain of the Company's domestic accounts, including, among
other things, the possibility that buyers and sellers in certain
domestic TAD transactions are affiliated with one another.

In this connection, it appears that Actrade did not maintain, in
the United States, appropriate books and records regarding the
IMT Business. Moreover, none of the employees or other
individuals who have cooperated with the Audit Committee's
Evaluation have indicated any significant familiarity with the
day-to-day operations of the IMT Business. Further, as
previously disclosed, Mr. Aharoni, who was substantially
involved in the operations of the IMT Business, resigned,
effective August 21, 2002, from all director and officer
positions he held with Actrade and its subsidiaries. Mr. Aharoni
has refused to meet with the Audit Committee or to provide
substantive information to the Audit Committee in connection
with the Evaluation.

The Evaluation to date has raised serious questions and issues
regarding the nature and substance of the past operations of the
IMT Business, the accounting for the Company's operations, and
the Company's securities filings with the United States
Securities and Exchange Commission, all of which warrant
additional and continuing review and evaluation by the Company.

4. SEC Filings and Financial Statements.

During the course of the Evaluation, serious and material
questions and issues have arisen regarding the accuracy and
completeness of Actrade's securities filings, including the
financial statements contained or incorporated by reference in
such filings. In this connection, the Company is evaluating a
number of disclosure and financial statement issues relating to,
among other things, the past accounting treatment of certain
stock options, the proper amount of reserves for doubtful
accounts and the description and characterization of Actrade's
foreign and domestic businesses, and other issues relating to
the accuracy and completeness of the Company's prior SEC
filings.

At this time Actrade is unable to determine whether the
description and characterization of the IMT Business and other
aspects of Actrade's IMT Business and reported financial results
of such business contained in Actrade's filings with the SEC are
accurate or whether Actrade will be able to obtain the
information about the IMT Business necessary to complete
financial statements for the fiscal year ended June 30, 2002.

Amendments to, and/or a restatement of, the disclosures in
Actrade's historical SEC filings and the financial statements
included or incorporated therein are being considered by the
Company and may be required.

Actrade cannot at this time identify or quantify the exact
nature or amount of any amendments or restatements that may be
required and, accordingly, Actrade's historical financial
statements and SEC filings should not, at this time, be relied
upon.

Further, as previously disclosed, Deloitte & Touche LLP,
Actrade's independent auditor, has notified Actrade that it has
suspended its audit of Actrade's financial statements for the
fiscal year ended June 30, 2002. D&T has thus far not provided
the Audit Committee with information in connection with its
Evaluation.

For all of the reasons described herein, Actrade has been unable
to complete the disclosure required to be included in its Annual
Report on Form 10-K for the fiscal year ended June 30, 2002. At
this time, Actrade is unable to provide any further guidance as
to when its Annual Report will be filed.

In addition, the two banks with which the Company presently has
credit facilities have requested that the Company provide them
with financial statements for the fiscal year ended June 30,
2002. As of December 11, 2002, the principal amount of Actrade's
borrowings under the facilities aggregated approximately $6.7
million. Unless the Company delivers financial statements to the
banks or is able to negotiate a waiver of the requirement to
deliver financial statements, the banks may no longer extend
credit to Actrade. As described above, Actrade is unable to
complete such financial statements at this time. The Company is
unable to predict whether the banks will grant a waiver and
continue to extend credit to the Company.

5. Unauthorized Transfers and Disbursements.

The Company believes that, in June and July 2002, certain
unauthorized transactions with respect to the off-shore bank
accounts of Actrade Commerce Ltd., and Resources, each a foreign
subsidiary of Actrade, may have resulted in the disbursement of
approximately $31.5 million of Company funds to third-parties
that is purportedly to be repaid over an extended period of time
pursuant to certain loan agreements provided to the Company by
Mr. Aharoni. Actrade has been unable to contact the
counterparties to these purported transactions and cannot, at
this time, determine the likelihood that the funds referred to
above will be repaid. The failure of such funds to be repaid
would have a material adverse effect on the financial condition
of the Company. In addition, irrespective of whether such funds
are repaid, such unauthorized transactions may also have a
material adverse tax effect on the Company.

After being contacted by Actrade regarding what the Company
believes were the unauthorized transactions described above,
Commerce's and Resources' off-shore bank informed Actrade that
it had frozen the respective accounts at the off-shore bank of
the third-parties whom Actrade had identified as the recipients
of the disbursements. While the off-shore bank continues to
freeze the accounts of such third-parties, such bank has also
commenced an interpleader court action, requesting that the
court determine the rightful owner of the funds at issue. The
Interpleader Action is pending as of the date of this press
release. Actrade is also attempting, through the Interpleader
Action, to determine the amount of funds in the now-frozen off-
shore bank accounts of the third parties. Until such information
is obtained, it should not be assumed that there are substantial
funds in such accounts. In addition, it should not be assumed
that Actrade will recover substantial funds, if any, through the
Interpleader Action. The Company is also considering pursuing
other legal action in connection with these unauthorized
disbursements.

6. TAD and Bill of Exchange Defaults.

As of the close of business on December 11, 2002, Actrade held
$19 million in TADs issued by two U.S. subsidiaries of a
Taiwanese corporation. As of the close of business on December
11, 2002, the TADs issued by such U.S. subsidiaries represented
approximately 50% of all TADs held by Actrade. The two U.S.
subsidiaries in question defaulted on all TADs they had issued
that matured on and after October 13, 2002. On November 27,
2002, Actrade accelerated the maturity of the remainder of the
$19,000,000 principal amount of TADs issued by the two U.S.
subsidiaries. On December 5, 2002, the Company learned that on
December 2, 2002 the two U.S. subsidiaries filed voluntary
petitions for relief under Chapter 11 in the Bankruptcy Court
for the Northern District of Texas.

Between October 13, 2002 and November 8, 2002, the Taiwanese
parent paid $817,600 in bills of exchange it had issued that
matured during this period, but the Taiwanese parent then
defaulted on $354,000 of bills of exchange that it had issued
that matured on or after November 16, 2002. Actrade has since
accelerated the maturity of the remaining bills of exchange it
holds that have been issued by the Taiwanese parent. As of the
close of business on December 11, 2002, Actrade held an
aggregate of $1,322,800 in bills of exchange issued by the
Taiwanese parent of the two U.S. subsidiaries.

Since October 14, 2002, Actrade has not purchased any TADs
issued by such U.S. subsidiaries or bills of exchange issued by
their Taiwanese parent, and does not expect to engage in any
transactions with any of these companies unless these defaults
are resolved to Actrade's satisfaction. The elimination of the
Taiwanese parent and its two U.S. subsidiaries from Actrade's
financing programs will have a material adverse impact on the
volume of business conducted by Actrade.

Actrade carries surety bonds insuring performance by such U.S.
subsidiaries under the TADs in the amount of up to $16 million.
The agent acting on behalf of the issuers of those surety bonds
has advised Actrade that it is reserving the right of the
issuers to contest the validity of these surety bonds. In
addition, the Taiwanese parent has guaranteed the performance by
one of its U.S. subsidiaries in respect of the TADs issued by
such subsidiary. However, although Actrade has demanded payment
from the Taiwanese parent under the guarantee, there can be no
assurance that Actrade will be able to collect on the guarantee
and, moreover, recent news articles reviewed by Actrade suggest
that there are serious concerns about the financial condition of
the Taiwanese parent. Although Actrade has had discussions with
the U.S. subsidiaries and the issuer of the surety bonds
regarding the defaulted TADs, given, among other factors, the
Chapter 11 filings of the two U.S. subsidiaries and Actrade's
concerns about its ability to collect on the parent guarantee
and about the financial condition of the Taiwanese parent,
Actrade cannot estimate at the present time the amount, if any,
it may recover in respect of the TADs issued by such U.S.
subsidiaries or the bills of exchange issued by the Taiwanese
parent.

As security for one of Actrade's credit facilities with one of
its banks, Actrade has assigned to such bank TADs issued by the
two U.S. subsidiaries at issue with a face value of
$8,661,476.49, and surety bonds insuring such TADs representing
$10 million of the aggregate $16 million in surety coverage
described above. As a result of the defaults by the U.S.
subsidiaries described above, such bank declared a default under
that credit facility. On November 22, 2002, Actrade and the bank
reached an agreement addressing this default, pursuant to which
Actrade repaid the $8,661,476.49 principal amount outstanding
under the defaulted credit facility, Actrade agreed to deliver
$3.3 million in additional collateral to such bank to secure $3
million of borrowings under a previously unsecured credit
facility, and such bank also agreed to continue lending to
Actrade under other existing credit facilities and similar
arrangements.

Separately, as previously disclosed, a former significant
customer of Actrade defaulted on $8,844,805 in TADs. Actrade
carries surety bonds insuring performance by such customer under
the TADs in the amount of up to $8.5 million. The agent acting
on behalf of the issuers of those surety bonds has advised
Actrade that it is reserving the right of the issuers to contest
the validity of these surety bonds. The Company, the agent
representing the relevant sureties and the customer previously
entered into a Restructuring Agreement, dated October 5, 2001,
which provided for, among other matters, a standstill period
during which definitive agreements would be executed in respect
of the payment of the defaulted TADs by such customer. The
parties to the Restructuring Agreement have extended the
Standstill Period on several occasions, most recently on
November 14, 2002. The parties to the Restructuring Agreement
have also recently held discussions regarding a possible
restructuring of the former customer's obligation to Actrade,
but no agreement has been reached and no assurance can be given
that a satisfactory arrangement will be reached. In addition,
during those discussions it was disclosed to Actrade that the
former customer may file for bankruptcy in the near future in
the event it cannot restructure its debts, including the amounts
it owes to Actrade. Actrade is not presently able to estimate
the amount, if any, it would recover in the event of a
bankruptcy of its former customer. Although the Restructuring
Agreement expires again on December 16, 2002, it is possible
that the parties thereto may extend it again. Pursuant to the
Restructuring Agreement, such customer has made one payment to
Actrade of $91,034.37, and five monthly payments to Actrade of
$96,612.17, thereby reducing the present outstanding principal
balance of the defaulted TADs to $8,544,538.10.

7. Regulatory Investigations.

On August 27, 2002, Actrade and the Audit Committee received
letters from the United States Securities and Exchange
Commission, notifying each of them that the SEC was conducting
an informal inquiry of the Company and requesting the
preservation of certain documents. On August 28, 2002, the
United States Attorneys' Office for the Southern District of New
York served a grand jury subpoena on Actrade. Thereafter, the
SEC requested that the Company produce certain documents to the
SEC; and, subsequently, the SEC commenced a formal inquiry of
Actrade and served subpoenas on each of Actrade and the Audit
Committee. The SEC and the USAO are continuing to investigate
matters related to the Company. The Company and the Audit
Committee have been cooperating fully with the USAO and the SEC
investigations.

8. Pending Shareholder Lawsuit.

As previously disclosed, Actrade and several of its officers and
directors have been named as defendants in a consolidated
putative class action lawsuit filed in federal court in the
Southern District of New York. The plaintiffs allege in their
complaint that Actrade and the directors and officers named in
the Action violated certain federal securities laws, causing
damages to purchasers of Actrade's Common Stock during the
period March 11, 1999 to July 3, 2002. The plaintiffs in this
Action have been granted permission to amend their complaint in
light of recent disclosures related to the Company. At this
time, Actrade is not in a position to predict its likelihood of
success in defending the Action.

9. Pending and Other Company Litigation.

The Company is engaged in litigation in Federal Court in Georgia
to collect $4.6 million from Premier Holidays International,
Inc., Daniel D. DelPiano and Amwest Surety Insurance Company. On
March 25, 2002, the U.S. district court entered a $4.6 million
judgment in favor of Actrade against Premier and DelPiano. On
November 19, 2002, the United States Court of Appeals for the
Eleventh Circuit affirmed the district court's decision. Actrade
is pursuing the collection of this $4.6 million judgment. With
regard to that portion of the case involving Amwest, Actrade is
also pursuing judgment. In relation to Amwest's affirmative
defenses, on November 19, 2002, the district court, while
raising questions as to the validity of those defenses, allowed
Amwest another thirty days to complete depositions and fifteen
additional days to file any supplemental briefing concerning
Actrade's request for judgment against Amwest. The parties are
negotiating an agreement to extend these deadlines.

The Company has been named as a defendant in litigation in state
court in California by American Casualty Company of Reading,
Pennsylvania and Marsh USA, Inc., in which American Casualty is
seeking to reclaim $5 million from Actrade in connection with a
prior payment by American Casualty to Actrade under a payment
bond. This litigation is scheduled for trial on March 4, 2003.

At this time, the Company is also evaluating taking legal action
against various parties in connection with the matters described
in this press release.

The litigations described in Section 8 above and this Section 9
have been stayed as a result of the Company's Chapter 11 filing
today.

10. Ongoing Operations.

For the nine months ended March 31, 2002, the last period for
which Actrade has filed a periodic report with the SEC, reported
revenue generated by the IMT Business and the foreign
salespersons who were terminated in connection with the
previously announced closure of the IMT Business accounted for
approximately 86% of total reported consolidated revenue of the
Company. Additionally, Actrade's business with the customers who
have defaulted on TADs and Bills of Exchange as described in
Section 6 above accounts for a significant amount of Actrade's
remaining TAD business. There is a substantial risk that
Actrade's other TAD customers are insufficient to support
Actrade as a profitable business.

Actrade is working to address the issues described above and, at
this time, continues to operate its business (other than the IMT
Business) under Bankruptcy Court supervision. Actrade believes
that it has adequate liquid assets at the present time to meet
its current operating obligations. At this time, Actrade has
chosen not to secure debtor-in-possession financing. However,
the Company is continuing to evaluate the advisability of
securing such financing in the future, but there can be no
assurance that Actrade will be able to secure such financing at
a later date.

Actrade determined to make the Chapter 11 filings because it
faces significant ongoing expenses and potential liabilities in
connection with the issues raised in this news release and the
regulatory investigations and pending litigations described in
this press release that, if realized, could present a
significant threat to Actrade.


ACTRADE FINANCIAL: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Actrade Financial Technologies Ltd.
             7 Penn Plaza
             New York, NY 10001

Bankruptcy Case No.: 02-16212

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                     Case No.
    ------                                     --------
    Actrade Capital, Inc.                      02-16213

Type of Business: The Debtor is a publicly traded holding
                  company incorporated in the State of
                  Delaware. Its business operations are
                  conducted through its subsidiaries that
                  provide payment technology solutions that
                  automate financial processes and enhance
                  business-to-business commerce relationships.

Chapter 11 Petition Date: December 12, 2002

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Jeffrey D. Saferstein, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, NY 10019
                  Tel: (212) 373-3347
                  Fax : (212) 373-2053

Total Assets: $29,316,619

Total Debts: $6,306,947

A. Financial's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Deloitte & Touche           Accounting Fees           $300,000
1633 Broadway
New York, NY 10019-6754
Jeffrey Frisch

Zeller Weiss & Kahn         Fees                        $2,225
1084 Route 22 West
Mountainside, NJ 07092
908-789-0011

Neopost                     Equipment                     $678
PO Box 45800
San Francisco, CA 94145-0800

Computershare Investor      Trade Debt                    $480
Services
PO Box 1596
Denver, CO 80201-1596
303-234-5300

B. Capital's Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase             Fees                        $5,291

Dell Computer Services      Trade Debt                  $3,174
c/o Dell USA L.P.

Sam Palazzolo               Trade Debt                  $2,916

Verizon                     Trade Debt                  $2,317

FEDEX                       Trade Debt                  $1,558

LexisNexis                  Trade Debt                  $1,550

Canon Business Solutions    Trade Debt                  $1,529

Adman Inc.                  Trade Debt                  $1,175

Risk Enterprise Management  Trade Debt                  $1,053

CBIZ - Century Business     Trade Debt                  $1,020
Services

Pitnet Bowes Credit Corp.   Trade Debt                    $961

Berman & Sussman LLP        Fees                          $700

Insight                     Trade Debt                    $503

Angstrom Business Forms     Trade Debt                    $353

ePartners                   Trade Debt                    $332

Anderson Ward Plantscapes   Trade Debt                    $324

Quill                       Trade Debt                    $289

Russin & Vecchi             Trade Debt                    $287

Iron Mountain Off-site      Trade Debt                    $254

AT&T Corporation            Trade Debt                    $234


AIR 2 US: S&P Cuts Ratings Following United's Chapter 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Series B, C, and D enhanced aircraft notes issued by Air 2 US
LLC following the bankruptcy of United Air Lines Inc. (D). The
rating on Series A enhanced equipment notes is not affected. All
ratings remain on CreditWatch with negative implications. This
special purpose entity relies on lease rental payments on planes
leased to American Airlines Inc. (BB-/Negative/--) and United.

The ratings on the Series B enhanced aircraft notes were lowered
to 'B' from 'B+'; Series C to 'B-' from 'B'; and Series D to
'CCC+' from 'B-'.

Air 2 US is a Cayman Islands-based limited liability company
that in 1999 issued more than $1.1 billion of enhanced aircraft
notes whose repayment depends, among other factors, on the level
of lease rentals paid by United Air Lines to various financing
subsidiaries of Airbus Industries SAS. United leases 22 A320-200
jet aircraft from those Airbus units, representing more than
half of the total rentals related to this transaction, with the
remainder paid by American Airlines to lease 19 A300-600R planes
(one of which has since been removed due to its loss in an
accident) from other units of Airbus. "Although United is
expected to seek to retain the A320-200s in its bankruptcy
reorganization, the airline's filing still raises the risk that
some aircraft will have to be repossessed and re-leased to
another airline in the current depressed aircraft market," said
Standard & Poor's credit analyst Philip Baggaley. "However, in
contrast to an enhanced equipment trust certificate, repossessed
planes would not be sold, and therefore might later generate
higher lease revenues when the aircraft market recovers. That
potential benefit was one factor in maintaining the existing
'BBB-' rating on the on the senior A Series enhanced aircraft
notes," the analyst continued. Airbus would direct the
repossession and re-leasing of any aircraft rejected in a
bankruptcy of United or American.

Ratings remain on CreditWatch with negative implications, and
could be lowered further if ratings on American are lowered, if
it appears more likely that the planes leased to United will be
rejected, or if Standard & Poor's concludes that asset
protection available to creditors has deteriorated materially.


ALLBRITTON COMMS: S&P Rates $275MM Sr. Subordinated Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-minus
rating to the Allbritton Communication Co.'s $275 million senior
subordinated notes due 2012. Proceeds are expected to be used to
redeem the company's existing $275 million, 9.75% subordinated
notes due 2007.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on Allbritton. Washington, DC-based TV
station owner and operator had total debt outstanding of
approximately $433.4 million at June 30, 2002. The outlook is
stable.

"The transaction reduces Allbritton's interest expense and
extends the company's debt maturities," said Standard & Poor's
credit analyst Alyse Michaelson.

Cash flow is heavily concentrated in the Washington, DC market.
All stations are affiliated with the ABC Television Network,
representing a further element of concentration. This lack of
operational diversity has been of greater concern lately given
the ABC Network's lackluster results and its adverse effect on
Allbritton's revenue.

Allbritton is owned and operated by the Allbritton family
through the Perpetual Corp., another family controlled entity.
Most of Allbritton's discretionary cash flow has been consumed
by advances made to the parent company, which are expected to
continue. Standard & Poor's would be concerned if the advances
lead to higher debt levels. Aside from Allbritton's recent
acquisition of 24-hour cable news channel NewsChannel 8 in
Washington, DC from Perpetual for $40 million, Allbritton hasn't
acquired stations in the past five years. However, an improving
ad climate could prompt the company's involvement in station
transactions and restrain financial profile improvement.

Recovering advertising demand and political ad spending, offset
by languishing performance at the ABC network that hurt local
program ratings, yielded a net revenue decline of 3.1% for the
fiscal year ended Sept. 30, 2002. Due to Allbritton's fiscal
year-end, political revenues are split between fiscal 2002 and
2003. Still, the ad climate is uncertain and the company could
face tougher year-over-year comparisons in 2003 without an
improvement in network programming. Discretionary cash flow
after parent company distributions has generally been about
breakeven.

The stable outlook offers minimal cushion for credit measure
deterioration. Debt-financed acquisition activity or advances to
the parent that elevate debt levels could undermine ratings
stability.

Allbritton Communications' 9.75% bonds due 2007 (ALLB07USR1) are
trading slightly above par at 104 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALLB07USR1
for real-time bond pricing.


ANC RENTAL: Wins Nod to Hire Coldwell Banker as Missouri Broker
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained
permission from the Court to employ Coldwell Banker Commercial
CRA LLC as their real estate brokers -- nunc pro tunc to
February 15, 2002 -- for marketing and selling of their property
at 9305 Natural Bridge Road in St. Louis, Missouri.  

For its services, Coldwell will receive compensation in the form
of a 6% commission of the sale price if it is the only broker,
or in the case of dual brokers, Coldwell Banker will split the
6% commission on a 50/50 basis with the cooperating broker. (ANC
Rental Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: AWI Gets Approval to Hire American Appraisal
----------------------------------------------------------------
Armstrong World Industries, Inc., obtained permission from the
Court to employ American Appraisal Associates, as independent
valuation experts in these bankruptcy cases to assist in
adjusting the corporate books prepared under Generally Accepted
Accounting Principals to reflect the fair value of all of AWI's
acquired tangible and intangible assets for the purpose of
performing "fresh start" accounting required to be performed by
AWI upon its emergence from Chapter 11.

AAA is a company with over 55 offices worldwide, whose only
business is providing valuation consulting and cost information
services.  AAA has extensive expertise and over 100 years of
experience in valuing companies in connection with financial
reporting under GAAP, financial reorganizations both in and out
of Chapter 11, tax issues, and a multitude of corporate planning
needs.

AAA is to expected to:

(a) assist AWI in meeting its financial reporting requirements
    for Fresh Start Accounting in accordance with SOP 90-7
    "Financial Reporting by Entities in Reorganization Under The
    Bankruptcy Code", by providing an independent and objective
    opinion of value of the certain tangible and intangible
    assets to be valued in accordance with GAAP;

(b) value certain of AWI's tangible and intangible assets on the
    basis of fair value, as required by SOP 90-7;

(c) conduct valuation studies on AWI's buildings, land,
    machinery and equipment, office furniture, fixtures and
    equipment, computer equipment, and purchased computer
    software;

(d) deliver a fixed asset file that reports the fair value of
    the real and personal property in a format to be specified
    by AWI's management;

(e) conduct valuation studies on AWI's trademarks and trade
    names, patents, unpatented but proprietary technology,
    customer contracts, and internally developed computer
    software;

(f) assemble a multi-discipline team from its full-time staff of
    professionals throughout the world to perform the valuation
    studies on AWI's assets, with AAA staff members from eight
    countries participating in this project; and

(g) provide a valuation study that incorporates and leverages
    off of the knowledge and information already available
    within AWI, as well as AAA's internal global resources.

AAA will provide valuation services to AWI in three separate
phrases.

During Phase 1 of its retention, AAA will value AWI's real
estate, machinery and equipment, and other tangible personal
property assets located at AWI's Lancaster and Marietta,
Pennsylvania facilities, and AWI's Bietigheim, Germany flooring
plant.  AAA's fees for services provided during Phase 1 will not
exceed $35,000, plus reimbursement for actual expenses.

During Phase 2 of its retention, AAA will value all of AWI's
remaining real estate, machinery and equipment and all of AWI's
intangible assets, wherever located.  AAA's fees for services
provided during Phase 2 will not exceed $410,000, plus expense
reimbursement.

During Phase 3 of its retention, AAA will update its conclusions
and reports with respect to the value of all of AWI's assets
previously valued as of the date of AWI's emergence from its
Chapter 11 case. AAA's fees for updating its conclusions during
Phase 3 will not exceed $35,000.  AAA's fees for updating its
conclusions with respect to AWI's intangible assets during Phase
3 will not exceed $20,000.

Under the AAA valuation proposal, AWI is not obligated to
proceed with all three phases of AAA's retention.  In fact, AWI
may determine whether it intends to go forward with each
successive phase of the valuation upon completion of the
preceding phase.  AAA anticipates that Phase 1 of the valuation
will take between 30 and 45 days, Phase 2 will take
approximately 90 days, and Phase 3 will take no more than six
months with respect to AWI's real estate and machinery and
equipment, and no more than 30 days with respect to AWI's
intangibles.  Within a reasonable time following the completion
of each phase, AAA will provide AWI with a report including
AAA's valuation studies of the assets analyzed during each
phase.

AAA's billing system calculates the fees billed to its clients
on a daily basis, based on an 8-hour workday.  Accordingly, if
one of AAA's employees conducts one hour of valuation services
during a day, that employee will bill AWI for 1/8 of a day.
Therefore, AAA will bill AWI $1,400 per day or $175 per hour for
services performed by AAA's management staff, $1,040 per day or
$130 per hour for services performed by AAA's staff appraisers,
and $400 per day or $50 per hour for services performed by AAA's
administrative staff.  The fees charged by AAA are the same or
substantially similar to those charged by other valuation
experts with the same level of expertise. (Armstrong Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   

Armstrong Holdings' 9.0% bonds due 2004 (ACK04USR1) are trading
at about 58 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for  
real-time bond pricing.


ASIA GLOBAL CROSSING: Brings-In Gibson Dunn as Special Counsel
--------------------------------------------------------------
Asia Global Crossing CEO Jack Scanlon relates that the Debtors
have utilized the firm of Gibson, Dunn & Crutcher LLP since
November 2001 for advice in the fields of litigation, corporate
and securities law, and other business and commercial law, tax
law and benefits matters.  Beginning in November 2001, Gibson
Dunn was engaged to advise a special committee of the Board of
Directors of the AGX Debtors.  Thereafter, in February 2002,
Gibson Dunn was engaged to represent AGX and its affiliates, in
connection with various corporate, securities, litigation and
other matters, including:

    -- intercompany matters between the AGX Debtors and Global
       Crossing Ltd., its corporate parent;

    -- subpoenas issued by the Securities Exchange Commission;

    -- other investigations of the AGX Debtors and their
       affiliates;

    -- stockholder litigation;

    -- the renegotiation of arrangements with certain vendors
       and joint venture partners; and

    -- the proposed sale of assets.

By this application, the AGX Debtors seek the Court's authority
to employ Gibson, Dunn & Crutcher LLP as their special
corporate, litigation and tax counsel in these Chapter 11 cases.

The professional services that Gibson Dunn will render to the
Debtors include:

    -- representation in commercial transactions;

    -- litigation;

    -- arbitration;

    -- asset dispositions;

    -- securities laws;

    -- merger and acquisition matters,

    -- tax matters; and

    -- other general corporate matters.

Gibson Dunn member Andrew Bogen assures the Court that the Firm:

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

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

However, Gibson Dunn represents these parties in matters
unrelated to the Debtors' cases:  ABN AMRO Incorporated, BT Alex
Brown, AlliedSignal Inc., American Israel Public Affairs
Committee, Argo Capital Management Ltd., Arkansas Democrat-
Gazette Inc., Aron J & Company, Arthur Andersen, ASHMORE, Balli
Trading, Ltd., Bank of E. Asia Ltd., Barclays Capital Inc.,
BlackRock Financial Management, Inc., Blake Dawson Waldron,
Broadband Digital Group, Broadband Innovations, Broadband
Sports, Bull HN Information Systems, Business Software Alliance,
Campus 1000 Fremont LLC, Charles River Associates, Chase
Manhattan Corporation, Cheung Kong (Holdings) Limited, Christen
Miller Fink, Chyron Corporation, CIBC Oppenheimer, Citibank
N.A., Clayton Utz, Clearwater Capital, CNET, Credit Commercial
De France (Suisse) S.A., Credit Suisse First Boston, Crow
Holdings, Dacom Systems Ltd., Deutsche Bank AG, Donaldson,
Lufkin & Jenrette, Dresdner Bank AG, Dresdner Kleinwort
Wasserstein, Michael Dugan, EAC, East Asia Tax & Financial,
Exodus Communications, First Boston Asset Management
Corporation, Flag Telecom, Fleet National Bank, Fleetwood Credit
Corp., Four Mile Consulting, Inc., Global Alliance Finance
Company, L.L.C., Global Crossing Ltd., Goldman Sachs & Co.,
Gramercy Asset Management, Grinnell Corporation, Hambrecht and
Quist LLC, Hankin Investment Banking, Heine Securities
Corporation, Holland & Knight LLP, Hongkong & Shanghai Banking
Corp Ltd., Houlihan, Lokey Howard & Zukin, IMI V LLC, J.P.
Morgan Chase & Co., Jones Day Reavis & Pogue, Kabang LLC, KDDI
Europe Limited, Keppel Land, Key3Media, Kinetic Group LP, Korea
First Bank, Lazard Freres & Co. LLC, Lehman Brothers, Lovells,
MANIBS Spezialarmaturen GmbH & Co. KG, McDermott, Will & Emery
McGraw-Edison Credit, Merrill Lynch & Co., Metropolitan Royalty
Corporation, Microele, Microelectronic Packaging, Microsoft
Corporation, Milbank Tweed Hadley & McCloy, Monitor Advisors
LTD, Morgan Grenfell & Company Ltd., Morgan Mitchell, National
Jewish Center for Immunology and Respiratory Medicine, NEC
Corporation, Newport Opticom Inc., Nishimura & Partners, NTT,
Oppenheimer, Opticom, Pacific Capital Group, PaineWebber
Incorporated, PB Electronics Inc., PCL, PricewaterhouseCoopers
LLC, Quotron Systems Inc., Regus, Sabre Inc., Salomon Smith
Barney Inc., Sasson Corporation, Saturn Airways Inc., SCS,
Sequoia Broadband Inc., Shearson Lehman Hutton, Simmons Company,
Simon Wiesenthal Center, Softbank Corp., Starwood Hotels,
Steinberg Moorad & Dunn, Strate Technologie fur Abwasser GmbH,
Sumitomo Mitsui Banking Corporation, TCI Cablevision of Calif.,
TMI Associates, TMP Worldwide, Tuttle Risk Management Services
Inc., Tyco International Inc., U.S. Holocaust Memorial Council,
U.S. Trust Company of California N.A., United States Trust
Company of New York, Value Partners Ltd., Vanguard
Communications, Varde Partners Inc., Vencor Inc., Wasserstein
Perella and Co., Wells Fargo & Company, Wilkinson & Grist,
Wyndham Hotel Management Corp., and Yahoo!, Inc.

The Debtors will compensate Gibson Dunn on an hourly basis and
will reimburse the firm for actual, necessary expenses and other
charges incurred.  The current standard hourly rates of Gibson
Dunn's professionals are:

       Partners                         $420 - 720
       Senior Counsel                    400 - 671
       Associates                        190 - 460
       Legal Assistants                   95 - 270

Mr. Scanlon tells the Court that the Debtors have provided
Gibson Dunn a $500,000 retainer for professional services to be
rendered and expenses to be charged by the Firm postpetition.

                           *     *     *

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


BOMBADIER CAPITAL: Fitch Takes Rating Actions on Several Deals
--------------------------------------------------------------
Fitch Ratings has performed a review of the Bombardier Capital
manufactured housing transactions. Based on the review, the
following rating actions have been taken by Fitch:

     --Series 1998-A classes A-3-A-5 affirmed at 'AAA';

     --Series 1998-A class M-1 affirmed at 'AA';

     --Series 1998-A class B-1 affirmed at 'B';

     --Series 1998-A class B-2 affirmed at 'CCC';

     --Series 1998-B class A affirmed at 'AAA';

     --Series 1998-B class M-1 affirmed at 'A-';

     --Series 1998-B class M-2 affirmed at 'BB';

     --Series 1998-B class B-1 affirmed at 'CCC';

     --Series 1998-B class B-2 downgraded to 'C' from 'CCC';

     --Series 1998-C class A affirmed at 'AAA';

     --Series 1998-C class M-1 affirmed at 'A-';

     --Series 1998-C class M-2 affirmed at 'BBB-';

     --Series 1998-C class B-1 affirmed at 'B';

     --Series 1998-C class B-2 affirmed at 'CCC';

     --Series 1999-B classes A-1A & A-1B-A-5 affirmed at 'AA';

     --Series 1999-B class A-6 downgraded to 'A' from 'AA';

     --Series 1999-B class M-1 downgraded to 'BB' from 'BBB';

     --Series 1999-B class M-2 downgraded to 'CCC' from 'B';

     --Series 1999-B class B-1 downgraded to 'C' from 'CCC';

     --Series 1999-B class B-2 remains at 'D';

     --Series 2000-A classes A-1 & A-3 affirmed at 'AA';

     --Series 2000-A classes A-4 & A-5 downgraded to 'A' from
       'AA';

     --Series 2000-A class M-1 downgraded to 'BBB-' from 'A';

     --Series 2000-A class M-2 downgraded to 'CCC' from 'B';

     --Series 2000-A class B-1 downgraded to 'CC' from 'CCC';

     --Series 2000-A class B-2 remains at 'D';

     --Series 2001-A class A affirmed at 'AAA';

     --Series 2001-A class M-1 affirmed at 'AA';

     --Series 2001-A class M-2 downgraded to 'BBB+' from 'A';

     --Series 2001-A class B-1 downgraded to 'BBB-' from 'BBB'
       and removed from Rating Watch Negative;

     --Series 2001-A class B-2 downgraded to 'B-' from 'BB' and
       removed from Rating Watch Negative.

Although Bombardier exited the manufactured housing lending
business in September 2001, it continues to service its
manufactured housing loan portfolio. The departure form the
lending business has had an adverse impact on already
deteriorating performance. As a result of exiting the
manufactured housing lending business the company is now heavily
reliant upon wholesale liquidations of repossessed homes.
Recovery rates on wholesale liquidations are generally
substantially lower than retail liquidation recoveries.


BUDGET GROUP: Asks Court to Approve Settlement with Homestore
-------------------------------------------------------------
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that Homestore Inc.,
and Budget Group Inc., and its debtor-affiliates, are parties to
a March 6, 2000 Marketing Agreement, which was subsequently
amended on October 22, 2001.  Homestore is a leading supplier of
media and technology solutions in the real estate industry
promoting and connecting real estate professionals and consumers
before, during, and after a move to a location.

Pursuant to the Original Agreement, Mr. Morton explains that
Homestore issued to the Debtors 1,085,271 shares of Homestore
Common Stock and granted the Debtors a put right with respect to
these shares.  The Debtors agreed to, under certain conditions,
place and maintain Homestore.com decals on its fleet of trucks
for a period of ten years.  Pursuant to the amendment to the
Agreement, the put right was eliminated and Homestore issued to
the Debtors an additional 4,805,560 shares of Homestore Common
Stock, the decal rollout table was modified and extended, and
the term of Budget's obligation to place and maintain the
Homestore.com decal on its fleet was extended by an extra year.
In connection with the Amendment, Homestore and the Debtors
entered into an October 22, 2001 Registration Rights Agreement,
pursuant to which the shares of Homestore Common Stock issued
under the Amendment were registered under federal securities
laws.

According to Mr. Morton, the Debtors' dispute with Homestore
began when Homestore made public disclosures on its expected
financial performance and subsequently restated certain of its
past financial statements.  Various class action lawsuits were
filed against Homestore and its officers and directors in
connection with Homestore's financial disclosures and financial
statements.  The lawsuits were consolidated into a single class
action lawsuit entitled In re Homestore.com Inc. Securities
Litigation, Case No. 01-CV-11115 GAF, currently pending before
the Central District Court of California.

Homestore is concerned about securities fraud claims or related
claims that the Debtors might have against it based on the
financial disclosures and financial statements and the Debtors'
ownership of Homestore Common Stock.

On the other hand, since Cherokee will not assume the Debtors'
obligations under the Marketing Agreement with Homestore, the
Debtors are concerned of their exposure to breach of contract
claims Homestore might have against them based on unfulfilled
obligations under the Marketing Agreement.  The Agreement had
called for liquidated damages of up to $40,000,000 payable by
the Debtors to Homestore in the event that the Debtors
materially breach their obligations under the Agreement and this
breach continues for a specified period following a written
notice by Homestore.

Mr. Morton relates that the Debtors have contacted Homestore to
discuss the possibility of resolving the parties' disputes.  A
Settlement Agreement between Homestore and the Debtors resulted
from those discussions.

The Settlement provides, in pertinent part, that:

  A. The Marketing Agreement and its related agreements are
     terminated;

  B. Notwithstanding the termination of the Marketing Agreement,
     the Debtors are not required to withdraw, or remove from
     circulation Homestore.com decals that were incorporated in
     brochures, posters, or affixed to Budget Group Inc. trucks.
     The Debtors, however, will not initiate any new materials
     or decal any additional trucks; and

  C. The Debtors and Homestore acknowledge full and complete
     satisfaction and release of any claims based in any way on
     the events that are the subject of the Agreement and its
     related documents.

If the Settlement Agreement is not approved, the Debtors and
Homestore may be forced to litigate their disputes.  If the
Debtors fail in the litigation, they may liable for liquidated
damages of up to $40,000,000 pursuant to the Marketing
Agreement. Even if the Debtors were to prevail, the litigation
would be prolonged and expensive.

Mr. Morton asserts that the compromise embodied by the
Settlement Agreement should be approved because it:

    -- avoids the burdens and uncertainties of litigation; and

    -- represents a reasonable compromise of disputed issues.
       (Budget Group Bankruptcy News, Issue No. 12; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)    


CORRECTIONS CORP: Board Declares Dividend on Preferred Shares
-------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced that,
pursuant to the terms of the Company's Series A Preferred Stock,
the Company's board of directors has declared a cash divided on
the shares of Series A Preferred Stock for the period from
October 1, 2002, through December 31, 2002, payable on
Wednesday, January 15, 2003, to the holders of record of the
Company's Series A Preferred Stock on Tuesday, December 31,
2002.  As a result of the board's declaration, the holders of
the Company's Series A Preferred Stock will be entitled to
receive $0.50 for every share of Series A Preferred Stock they
hold on the record date.  The dividend is based on a dividend
rate of 8% per annum of the stock's stated value of $25.00 per
share.

In addition, the Company announced, pursuant to the terms of the
Company's Series B Cumulative Preferred Stock, the Company's
board of directors has declared a paid-in-kind dividend on the
shares of Series B Preferred Stock for the period from
October 1, 2002, through December 31, 2002, payable on Thursday,
January 2, 2003, to the holders of record of the Company's
Series B Preferred Stock on Friday, December 20, 2002.  As a
result of the board's declaration, the holders of the Company's
Series B Preferred Stock will be entitled to receive 3.0 shares
of Series B Preferred Stock for every 100 shares of Series B
Preferred Stock they hold on the record date.  The number of
shares to be issued as the dividend is based on a dividend rate
of 12% per annum of the stock's stated value ($24.46 per share).  
The Company will pay cash in lieu of issuing fractional shares
based on the shares' stated value.

Under the terms of the Series B Preferred Stock, the Company is
required to pay quarterly dividends in arrears, when and as
declared by the Company's board of directors, in additional
shares of Series B Preferred Stock at a rate of 12% per year for
the first three years following the issuance of the shares
(i.e., until September 2003).  Cash dividends are payable
thereafter at a rate of 12% per year, provided that all accrued
and unpaid cash dividends have been made on the Company's Series
A Preferred Stock.  The shares of Series B Preferred Stock
currently outstanding and those to be issued as the dividend are
not, and will not be, convertible at any time into shares of the
Company's common stock.

The Series A and Series B distributions will generally be
treated as a taxable dividend to the extent the Company has
current or accumulated earnings or profits as of the end of the
2003 taxable year.

The Company is the nation's largest owner and operator of  
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states.  The Company currently
operates 60 facilities, including 37 company-owned facilities,
with a total design capacity of approximately 59,000 beds in 21
states and the District of Columbia.  The Company specializes in
owning, operating and managing prisons and other correctional
facilities and providing inmate residential and prisoner
transportation services for governmental agencies.  In addition
to providing the fundamental residential services relating to
inmates, the Company's facilities offer a variety of
rehabilitation and educational programs, including basic
education, religious services, life skills and employment
training and substance abuse treatment. These services are
intended to reduce recidivism and to prepare inmates for their
successful re-entry into society upon their release.  The
Company also provides health care (including medical, dental and
psychiatric services), food services and work and recreational
programs.
    
                         *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, Standard & Poor's affirmed its 'B+' corporate credit
rating on private corrections company Corrections Corp., of
America and revised the outlook to positive from stable. The
outlook revision reflects faster than expected progress made by
management to improve CCA's operating performance.

Nashville, Tennessee-based CCA had about $1.1 billion of debt
(including preferred stock) outstanding at September 30, 2002.

"If CCA is able to continue to improve its financial performance
and achieve and maintain stronger credit protection measures,
specifically total debt (adjusted for preferred stock) to EBITDA
of about 4 times and EBITDA interest coverage in the range of
2.5x to 3.0x, the ratings could be raised during the outlook
period," said Standard & Poor's credit analyst Jean C. Stout.


COVANTA: Resolves Cash Collateral Use Issues with Committee
-----------------------------------------------------------
To resolve creditors' concerns about Covanta Energy Corporation,
its debtor-affiliates' requests to use cash collateral following
their chapter 11 filings, the Official Committee of Unsecured
Creditors, the Informal Committee of Secured Debenture Holders,
the Indenture Trustee, and Lenders stipulate and agree that:

1. Without prejudice to the Official Committee's right to seek
   additional use of the Cash Collateral in connection with the
   prosecution of the Action, and notwithstanding the provisions
   of the Final DIP Order relative to the Official Committee's
   use of Cash Collateral and the DIP Limitation, from and
   after September 26, 2002, the Official Committee is
   authorized to use up to $450,000 in Cash Collateral to fund
   fees, costs and expenses incurred in connection with the
   prosecution of the Action, subject to the procedures and
   standards applicable in these proceedings for the payment of
   interim fees and expenses of professionals and for the
   submission of fee applications to this Court;

2. The Official Committee is authorized to use Cash Collateral
   to fund fees, costs and expenses incurred in connection with
   its:

   (a) investigation of the Action;

   (b) preparation and filing of the motion seeking the Order
       Seeking Authority;

   (c) preparation and filing of the Motion; and

   (d) other related work undertaken in connection with the
       investigation and filing of the Action, to the extent
       incurred on or before September 25, 2002, in an aggregate
       amount not to exceed $345,000, subject to the procedures
       and standards applicable in these proceedings for the
       payment of interim fees and expenses of professionals and
       for the submission of fee applications to this Court;

3. The adequate protection payments authorized to be made by the
   Debtors to Akin Gump Strauss Hauer & Feld LLP, Raymond James
   & Co., and Dorsey & Whitney LLP, pursuant to the Final DIP
   Order will include, without limitation, the payment of all
   reasonable fees, costs and expenses of these professionals
   incurred in their representation of the Informal Committee
   and the Indenture Trustee, in connection with the Action, in
   addition to all other reasonable fees and expenses incurred
   in connection with representation of the Informal Committee
   and the fees of the Indenture Trustee in its capacity as
   Indenture Trustee; provided, however, that should it be
   determined by a final order no longer subject to appeal that
   the Debentures held by the Debenture Holders are not secured
   obligations, as alleged by the Official Committee on the
   Debtors' behalf in the Action, then, inter alia, from and
   after the date of the Final Adversary Proceeding Order, no
   further adequate protection payments will be made by the
   Debtors to any of Akin, Raymond or Dorsey on account of any
   fees, costs and expenses incurred by these professionals,
   except with respect to costs relating to services performed
   on behalf of the Informal Committee or the Indenture Trustee
   prior to the date of the Final Adversary Proceeding Order;

4. In the event that the Official Committee will incur fees,
   costs and expenses of $450,000 in connection with its
   prosecution of the Action and after September 26, 2002, and
   seek authority to use Cash Collateral in excess of $450,000,
   any party may request that this Court impose restrictions or
   limitations on any further use of the Cash Collateral by any
   other party with respect to the Action, provided, however,
   that the professionals for the Informal Committee and the
   Indenture Trustee will be permitted to use the Cash
   Collateral in connection with the Action in an amount not
   less than the total Cash Collateral amount used by the
   Official Committee to analyze the Claims and prosecute the
   Action from and after the commencement of these Chapter 11
   cases; provided further that nothing herein will limit the
   right of the Debtors at any time to seek a limitation of the
   use of the Cash Collateral by the Informal Committee or the
   Indenture Trustee in connection with the Action pursuant to
   the reasonable standard applicable;

5. Regular status conferences regarding the Action will be
   held from time to time before this Court, as the Debtors
   request or as directed by the Court; and

6. The Official Committee's use of the Cash Collateral will not
   constitute a breach of representation, warranty, covenant or
   default under the DIP Agreement or by a violation of the
   Final DIP Order, and that the Final DIP Order is deemed
   amended and modified to permit the use of Cash Collateral
   as permitted. (Covanta Bankruptcy News, Issue No. 18;   
   Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CYGNUS INC: Amends Debentures to Add Fixed Min. Conversion Price
----------------------------------------------------------------
Cygnus, Inc., (Nasdaq: CYGN) has amended its Convertible
Debentures. The previously amended Convertible Debentures
provided for converting the debentures into common stock at a
slight premium to the market price with a $3.50 minimum
conversion price until December 31, 2002, and a $2.00 minimum
conversion price from January 1, 2003, to March 31, 2003, and
thereafter there was no fixed minimum conversion price. The new
amendment to the Convertible Debentures establishes a fixed
minimum conversion price ($1.054) for the full term of the
debentures, which ensures compliance with certain Nasdaq listing
requirements. In conjunction with the previous amendments to the
Convertible Debentures, the Company entered into a Security
Agreement to grant a security interest in certain of its assets
to the debenture holders.

"Establishing a fixed minimum conversion price, we believe, is
in the best interests of the shareholders, because it provides
more predictability to our capital structure," stated John C
Hodgman, President, Chairman and Chief Executive Officer of
Cygnus, Inc.

On November 21, 2002 the Company had an oral hearing to appeal
the potential delisting of its stock from the Nasdaq National
Market based on the minimum stock price and minimum market
capitalization requirements. If the Company's appeal is
unsuccessful, the Company intends to apply to transfer its
common stock to the Nasdaq SmallCap Market. The Company
currently meets the Nasdaq SmallCap Market's maintenance
criteria. The Company expects to receive the Panel's decision
within 30 days of the hearing.

Cygnus -- http://www.cygn.com-- develops, manufactures and  
commercializes new and improved glucose-monitoring devices. The
Company's products are designed to provide more data to
individuals and their physicians and enable them to make better-
informed decisions on how to manage diabetes. The GlucoWatch(R)
Biographer was Cygnus' first approved product. The device and
its second-generation model are the only products approved by
the FDA that provide frequent, automatic and non-invasive
measurement of glucose levels. Cygnus believes its products
represent the most significant commercialized technological
advancement in self-monitoring of glucose levels since the
advent of "finger-stick" blood glucose measurement approximately
20 years ago. The Biographer is not intended to replace the
common "finger-stick" testing method, but is indicated as an
adjunctive device to supplement blood glucose testing to provide
more complete, ongoing information about glucose levels.

Cygnus' September 30, 2002 balance sheet shows a working capital
deficit of about $5 million, and a total shareholders' equity
deficit of about $31 million.


CYPRESS SEMICONDUCTOR: S&P Cuts Corporate Credit Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B+' from 'BB-'on San Jose, California-based Cypress
Semiconductor Corp.

The action reflected Standard & Poor's belief that profitability
and financial flexibility are not likely to return to former
levels over the intermediate term for the manufacturer of
specialty memory, timing, and logic semiconductors for the
networking, wireless, and computing markets.

The outlook is negative. Cypress has about $522 million in debt
and capitalized operating leases outstanding.

The company expects December 2002 quarterly revenues to decline
5%-10% from September-quarter levels.

"Cypress faces substantial price pressures and soft market
conditions. If the company's profitability does not improve, or
if other financial measures continue to erode, ratings could be
lowered," said Standard & Poor's credit analyst Bruce Hyman.

Recognizing stressed end-markets, the company terminated some
R&D projects and accelerated its cost-reduction efforts, to
achieve break-even net income on quarterly revenues of $200
million in the first half of 2003. The prior break-even level
was $213 million in quarterly revenues.


DENBURY RESOURCES: Provides Ops. and Financial Guidance for 2003
----------------------------------------------------------------
Denbury Resources Inc., (NYSE:DNR) announced certain operational
and financial guidance for 2003, including an update on hedging
activities.

                   Capital Expenditure Program

The Company has approved its 2003 development and exploration
expenditures budget set at an estimated $130 million, excluding
any potential acquisitions. Approximately one-third of the
budget will be spent on projects relating to the Company's
tertiary recovery projects in western Mississippi, which
includes additional development of the Little Creek and
Mallalieu Fields, in addition to the commencement of a new CO2
flood at McComb Field and the drilling of three additional CO2
producing wells. Approximately 25% of the budget is being
allocated to the offshore Gulf of Mexico area where the Company
expects to drill 8-10 wells during 2003, split almost equally
between development and exploration. The balance of the 2003
budget is almost equally weighted between the remaining two core
areas of onshore Louisiana and eastern Mississippi and funds
reserved for discretionary spending, seismic, acreage and other
general corporate costs. Included in this portion of the budget
are approximately 15 wells onshore Louisiana and 20 wells in
eastern Mississippi.

                   Anticipated Production Growth

Based on this capital budget program, the Company anticipates
that its production will average around 37,500 BOE/d during
2003, with an estimated 50/50 oil and natural gas production
ratio. This represents a production increase of between five and
six percent over anticipated 2002 totals, even after adjustment
for the estimated 2,200 BOE/d relating to properties that are
expected to be sold during the fourth quarter of 2002 or in
early 2003. The Company expects fourth quarter of 2002 daily
production to average between 35,500 and 36,000 BOE/d, slightly
less than originally expected, primarily due to further delays
and shut-ins attributable to Tropical Storm Isidore and
Hurricane Lili in late September and early October.

                        Natural Gas Hedges

Separately, the Company announced that as part of its regular
hedging program it has recently hedged additional natural gas
for 2004 in the form of a no-cost natural gas collar for 30
MMcf/d, consisting of a price floor of $3.00 per MMBtu and an
average price ceiling of $5.84 per MMBtu. Although the Company
has not completed its production forecast for 2004, it expects
that this hedge, combined with its prior hedges, will cover
between 50% and 60% of its anticipated 2004 natural gas
production. The Company had previously hedged between 40% and
50% of its anticipated 2004 oil production.

"We continue to execute on our plan to increase net asset value
per share by increasing production, increasing reserves and at
the same time reducing debt," commented Gareth Roberts, Chief
Executive Officer of Denbury. "Even though we expect to spend
significantly less than our currently anticipated 2003 cash flow
and are in the process of selling approximately 2,200 BOE/d to
help us reduce debt, we still expect to show overall production
growth next year. We expect to pay back an additional $10
million of debt next week with excess cash flow, reducing our
total debt to $350 million. With the proposed property sales,
some of which may not close until January 2003, plus a portion
of the anticipated extra cash flow generated from operations, we
believe that our targeted debt level of $300 million is very
achievable by mid-year 2003."

Denbury Resources Inc. -- http://www.denbury.com-- is a growing  
independent oil and gas company. The Company is the largest oil
and natural gas operator in Mississippi and holds key operating
acreage onshore Louisiana and in the offshore Gulf of Mexico.
The Company increases the value of acquired properties in its
core areas through a combination of exploitation drilling and
proven engineering extraction practices.

                          *   *   *

As previously reported, Standard & Poor's raised the corporate
credit rating on Denbury Resources Inc., to double-'B'-minus
from single-'B'-plus and revised its outlook to stable from
positive.

The upgrade on Denbury's corporate credit rating reflects:

     -- Management's continuing maintenance of leverage that is
consistent with the double-'B' rating category; since the severe
industry downturn of 1998-1999 when Denbury's financial
resources were strained, the company has operated with a more
disciplined financial philosophy, including protecting cash
flows with commodity price hedges, when appropriate.

     --Expected improvement in the company's financial profile
resulting from likely elevated oil prices in 2002.

     --Expectations for prudent reinvestment of upcycle cash
flows. --Good production growth during the next two years from
Denbury's long lead-time development projects in Mississippi,
which will further enhance the company's debt-service capacity.


DEUTSCHE FIN'L: Fitch Junks 2 Classes of Contracts 1997-I/1998-I
----------------------------------------------------------------
Fitch Ratings has performed a review of the Deutsche Financial
Capital manufactured housing transactions. DFC was a joint
venture of Deutsche Financial Services Corporation and Oakwood
Acceptance Corporation. Contracts included in the transactions
are serviced by OAC, a wholly-owned subsidiary of Oakwood Homes
Corporation which filed for Chapter 11 bankruptcy on Nov. 15,
2002. Founded in 1946, Oakwood Homes has been one of the largest
manufacturers and retailers of manufactured homes. As of
September 2002, Oakwood's servicing portfolio was approximately
$5 billion.

The Rating Watch Negative will remain in place on all classes of
the following transactions until more information is available
regarding the effects, if any, of the bankruptcy filing on the
servicing operation.

Based on the review, the following rating actions have been
taken:

     --Series 1997-I, classes A-3-A-6, rated 'AAA', placed on
       Rating Watch Negative;

     --Series 1997-I, class M, rated 'AA', placed on Rating
       Watch Negative;

     --Series 1997-I, class B-1 downgraded to 'BBB-' from 'BBB',
       and placed on Rating Watch Negative;

     --Series 1997-I, class B-2 downgraded to 'CCC' from 'BB',
       and placed on Rating Watch Negative;

     --Series 1998-I, classes A-2-A-7, rated 'AAA', placed on      
       Rating Watch Negative;

     --Series 1998-I, class M, rated 'AA', placed on Rating
       Watch Negative;

     --Series 1998-I, class B-1 downgraded to 'BB' from 'BBB'
       and placed on Rating Watch Negative;

     --Series 1998-I, class B-2 is downgraded to 'CCC' from 'BB'
       and placed on Rating Watch Negative.


DEVON ROANOKE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Devon Roanoke E LLC
             275 Oak Street
             Suite 235
             Buffalo, New York 14203

Bankruptcy Case No.: 02-13629

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Devon Charlottesville D LLC                02-13630

Type of Business: The Debtor's only asset is its FCC license in
                  the Roanoke, Virginia BTA. Debtor is wholly-
                  owned by Devon Mobile Communications, LP, a
                  personal communications services company.

Chapter 11 Petition Date: December 11, 2002

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Maria Aprile Sawczuk, Esq.
                  Saul Ewing LLP
                  222 Delaware Avenue
                  Suite 1200
                  Wilmington, DE 19801
                  Tel: 302-421-6844
                  Fax : 302-421-5883

                              Total Assets:    Total Debts:
                              -------------    ------------   
Roanoke E LLC                   $1,184,443          $0
Charlottesville D LLC             $171,159          $0


DOW CORNING: Evidence Upholds Non-Consensual Non-Debtor Releases
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 5, 2002, the United States Court of Appeals for the
Sixth Circuit remanded Dow Corning's chapter 11 case back to
Judge Hood with instructions to make the specific findings of
fact that should have been made in the bankruptcy court about
the propriety of non-consensual non-debtor releases under Dow
Corning's confirmed plan of reorganization.
         
Almost two years to the day following Judge Spector's
confirmation of Dow Corning's chapter 11 plan, the Sixth Circuit
delivered an opinion saying its okay to grant non-consensual
releases to non-debtor entities under a plan if there are
"unusual circumstances," but told the District Court to gather
more evidence before non-consensual releases are granted to Dow
Chemical Company, Corning, Incorporated, and various insurance
companies.  In re Dow Corning Corp., 280 F.3d 648 (6th Cir.
2002).  Part of the delay at the Sixth Circuit stemmed from the
issue being a matter of first impression for that panel of
judges.

         The Non-Consensual Non-Debtor Release Debate

The Sixth Circuit disagreed with Judge Spector's conclusion in
the bankruptcy court that while non-debtor releases are
authorized by 11 U.S.C. Sec. 1123(b)(6), they are precluded by a
non-bankruptcy law limitation on the bankruptcy court's equity
power. In re Dow Corning Corp., 244 B.R at 744.  The Sixth Cir.
rejected Judge Spector's reliance on Grupo Mexicano de
Desarrollo v. Alliance Bond Fund, Inc., 527 U.S. 308, 322
(1999), for the proposition that a court's use of its general
equity powers is confined within the broad boundaries
of traditional equitable relief.  The Grupo Mexicano Court
explained that, "the equity jurisdiction of the federal courts
is the jurisdiction in equity exercised by the High Court of
Chancery in England at the time of the adoption of the
Constitution and the enactment of the original Judiciary Act,
1789." Id. at 318 (quoting A. Dobie, Handbook of Federal
Jurisdiction and Procedure 660 (1928)). Based upon this
principle, the Grupo Mexicano Court vacated an injunction
preventing a toll road operator from dissipating, transferring,
or encumbering its only assets to the prejudice of an unsecured
note holder because traditional equity jurisprudence did not
allow such remedies until a debt had been established. Id. at
319. The bankruptcy court, applying the Grupo Mexicano analysis,
concluded that non-debtor releases were also unprecedented in
traditional equity jurisprudence, and therefore exceeded the
bankruptcy court's equitable powers. In re Dow Corning Corp.,
244 B.R. at 744.  

The district court rejected this argument on the grounds that
the releases were authorized by "sufficient statutory authority
under the Bankruptcy Code." In re Dow Corning Corp., 255 B.R. at
480.  The District Court pointed to decisions in In re
Continental Airlines, 203 F.3d 203, 211 (3d Cir. 2000).

The appeals court adopted Judge Hood's view and said Judge
Spector's reasoning is nonsense in the Sixth Circuit.  The Sixth
Circuit didn't want to be quite as liberal as the Third Circuit
because such an injunction is a dramatic measure to be used
cautiously, so the Sixth Circuit said it would will follow those
circuits that have held that enjoining a non-consenting
creditor's claim is only appropriate in "unusual circumstances."
See In re Drexel Burnham Lambert Group, Inc., 960 F.2d 285, 293
(2nd Cir. 1992); In Re A.H. Robins Co., 880 F.2d at 702;
MacArthur v. Johns-Manville, Corp., 837 F.2d 89, 93-94 (2nd Cir.
1988).  

Accordingly, the Sixth Circuit adopted seven factors used by its
sister courts to determine when there are "unusual
circumstances," holding that when the following seven factors
are present, the bankruptcy court may enjoin a non-consenting
creditor's claims against a non-debtor:

     (1) There is an identity of interests between the debtor
         and the third party, usually an indemnity relationship,
         such that a suit against the non-debtor is, in essence,
         a suit against the debtor or will deplete the assets of
         the estate;

     (2) The non-debtor has contributed substantial assets to
         the reorganization;

     (3) The injunction is essential to reorganization, namely,
         the reorganization hinges on the debtor being free from
         indirect suits against parties who would have indemnity
         or contribution claims against the debtor;

     (4) The impacted class, or classes, has overwhelmingly
         voted to accept the plan;

     (5) The plan provides a mechanism to pay for all, or
         substantially all, of the class or classes affected by
         the injunction;

     (6) The plan provides an opportunity for those claimants
         who choose not to settle to recover in full and;

     (7) The bankruptcy court made a record of specific factual
         findings that support its conclusions.

            Judge Hood Says the Evidence is Sufficient

So, back in the District Court this week, Judge Hood finds in a
36-page Memorandum Opinion and Order -- posted for free at see
http://www.mied.uscourts.gov/_dow/orders/orderpdf/memoopin.pdf
-- released Wednesday that each of the seven factors are met and
there's more than ample evidence in the record to support the
grant of non-consensual non-debtor releases to Dow Chemical
Company, Corning, Incorporated, and various insurance companies.  
Judge Hood tells the bands of Objecting Tort Claimants the Plan
Proponents have established that the release and injunction
provisions buried in the Amended Joint Plan are appropriate in
Dow Corning's case and the evidence in the record fits within
the "unusual circumstances" test articulated by the Sixth
Circuit.  

Procedurally, Judge Hood granted a motion brought by the Dow
Corning Plan Proponents asking for supplemental findings of fact
in support of plan confirmation.  Wednesday's ruling knocks down
one more roadblock that's been standing 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.  Dow Corning filed for chapter 11
protection in 1995.  Dow Corning's plan was confirmed in the
Bankruptcy Court just over two years ago.


ENCOMPASS SERVICES: Signs-Up KPMG to Perform Auditing Services
--------------------------------------------------------------
As of Petition Date, Encompass Services Corporation, and its
debtor-affiliates have employed KPMG LLP to serve as their
accountants and independent auditors.  The Debtors now want to
continue KPMG's engagement during their Chapter 11 cases.

Given KPMG's background, expertise and historical relationship
with the Debtors, Gray H. Muzzy, Senior Vice President,
Secretary and General Counsel of Encompass, believes that the
accounting firm is both well qualified and uniquely able to
represent them throughout their Chapter 11 cases in a most
efficient and timely manner.

The professional services KMPG will render include:

  (a) Accounting and auditing services, including:

      -- audit and review of the Debtors' financial statements;

      -- analysis of accounting issues and advice to Debtors;
         and

      -- assistance in the preparation and filing of documents
         required by the Securities and Exchange Commission;

  (b) Bankruptcy advisory services, including:

      -- assistance in the preparation and review of reports or
         filings as required by the Court or the U.S. Trustee;

      -- review of and assistance in the preparation of
         financial information for distribution to creditors and
         other parties-in-interest; and

      -- assistance with the implementation of bankruptcy
         accounting procedures as required by the Bankruptcy
         Code and the Generally Accepted Accounting Principles,
         including, but not limited to, Statement of Position
         90-7;

  (c) Performance of other accounting or auditing services for
      the Debtors as may be necessary or desirable.

In turn, the Debtors propose to pay KPMG pursuant to its
customary hourly rates as well as reimburse its for the actual
and necessary out-of-pocket expenses.  KPMG's customary hourly
rates are:

           Professional                        Rate
           ------------                        ----
           Partners                         $450 - 600
           Managing Directors/Directors      450 - 510
           Senior Managers/Managers          325 - 425
           Senior/Staff Accountants          175 - 330
           Associate                         180 - 240
           Paraprofessionals                 120

Mr. Muzzy relates that KPMG LLP received a $250,000 retainer
from the Debtors.  Of that retainer, $35,000 was applied to fees
and expenses KPMG incurred before the Petition Date.  The excess
will be held by KPMG and applied against its postpetition fees
and expenses, to the extent allowed by the Court.

Craig Allen, a KPMG partner, tells Judge Greendyke that the firm
does not hold or represent an interest adverse to the Debtors'
estate.  KPMG is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.   Mr. Allen further
assures the Court that KPMG has not provided, and will not
provide, any professional services to any of the creditors,
other parties-in-interest, or their respective attorneys and
accountants with regard to any matter related to these Chapter
11 cases. (Encompass Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: Florida Power Has Until Jan. 16 to File Proofs of Claim
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates, Florida Power and
Light Company, FPL Energy Power Marketing, Inc., and FPL
Services, Inc., are currently negotiating a settlement with
respect to issues and claims under certain contracts and
guaranties they are parties to.  If the Settlement Agreement is
consummated, none of the FPL Entities would need to file a proof
of claim against the Debtors' estate.  Thus, there will be no
prejudice to the Debtors' estates if the Bar Date is extended
solely for the FPL Entities to file proofs of claim.

In a Court-approved Stipulation, the Parties agree that the FPL
Entities will have until January 16, 2003 to file their proofs
of claim against any and all estates of the Debtor. (Enron
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


EXIDE: Equity Committee Hires Reinhart Boerner as Co-Counsel
------------------------------------------------------------
The Official Committee of Equity Security Holders, appointed in
the chapter 11 cases involving Exide Technologies and debtor-
affiliates, seeks the Court's authority, pursuant to Section
1103(a) of the Bankruptcy Code and Rule 2014 of the Federal
Rules of Bankruptcy Procedure, to retain Reinhart Boerner Van
Deuren s.c. as its co-counsel nunc pro tunc to October 22, 2002.

Equity Committee Chairman Keith Johnson explains that they chose
the Reinhart Firm because of its substantial knowledge and
experience concerning the matters in which the Equity Committee
will be active in these cases and its capacity to promptly
respond to any issue facing the Equity Committee.

The Reinhart Firm is expected to:

  A. advise the Equity Committee with respect to its rights,
     duties and powers in these cases;

  B. attend and participate in meetings, hearings and
     negotiations on the Equity Committee's behalf;

  C. review and analyze all applications, orders, statements of
     operations, schedules and other pleadings and filings with
     the Court and advising the Equity Committee regarding them;

  D. prepare on the Equity Committee's behalf various
     applications, pleadings, and other necessary filings;

  E. assist the Equity Committee in investigating the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, as well as operation of the Debtors' businesses;

  F. counsel the Equity Committee concerning communications with
     the equity security holders about significant events in
     these cases;

  G. assist and advise the Equity Committee concerning
     discussions with other parties-in-interest in these cases;

  H. assist the Equity Committee to analyze, advocate and
     protect the rights of the Debtors' equity security holders
     in these cases generally, and especially in connection with
     the formulation of a plan of reorganization; and

  I. perform other services at the request of and in the
     interest of the Equity Committee.

The Reinhart Firm has agreed to charge for its legal services at
its ordinary and customary hourly rate for each professional and
paraprofessional providing services to the Equity Committee;
provided, however, that the Reinhart Firm's average hourly rate
will not exceed $275 in any month.  Furthermore, the Reinhart
Firm has agreed that all invoices for services will be submitted
to the Equity Committee for review and approval prior to filing
with the Court.  The hourly rates of professionals and
paraprofessionals at the Reinhart Firm are:

          Shareholders                $235 - 400
          Associates                   125 - 230
          Paraprofessionals             50 - 190

The names, positions and hourly rates of the professionals who
are expected to regularly assist the Committee in these cases
are:

       Name                   Position         Hourly Rate
       -----------------      -----------      -----------
       Mark L. Metz           Shareholder          $300
       Joshua A. Blakely      Associate            $140

Mark L. Metz, Esq., assures the Court that the Reinhart Firm
does not represent and does not hold any interest adverse to the
Debtors' estates, their creditors or their equity security
holders in the matters on which the Reinhart Firm is to be
engaged.  However, Mr. Metz discloses that the Reinhart Firm did
represent the State of Wisconsin Investment Board in its efforts
to obtain the appointment of an equity security holders'
committee.  In addition, the Reinhart Firm may have represented
certain of the Debtors' creditors, other equity security
holders, affiliates or other parties-in-interest in various
matters unrelated to these cases, including:

    A. Prepetition Lenders: BHF-Bank, BNP Paribas, Salomon Bros.
       Inc., Morgan Stanley Dean Witter, and Textron Financial
       Corp.;

    B. Unsecured Creditors: Finova Capital Corporation, General
       Electric Capital Corporation and Morrison & Foerster;

    C. Equity Holders: State of Wisconsin Investment Board; and

    D. Affiliates of Debtors: GNB Battery Technologies. (Exide
       Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


FORD MOTOR: Board Declares First-Quarter Dividend on Shares
-----------------------------------------------------------
The Board of Directors of Ford Motor Company [NYSE: F] declared
a first-quarter dividend of 10 cents per share on the company's
Class B and common stock.  This is the same level of dividend
paid in the fourth quarter of 2002.

The first quarter dividends are payable on March 3, 2003 to
shareholders of record on January 31, 2003.

Ford Motor's 6.625% bonds due 2028 are currently trading at
about 73 cents-on-the-dollar.


GENERAL MAGIC: Commences Chapter 11 Proceeding in California
------------------------------------------------------------
General Magic, Inc., has filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code. The filing was
made in the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division.

The company continues in the possession of its properties and
management of its affairs as a debtor in possession under
Chapter 11. Although the company ceased its business operations
as of Sept. 17, 2002, the Chapter 11 case will allow General
Magic to continue marketing its assets and winding down its
affairs by way of an orderly process to maximize return to
creditors.

The company intends that the proceeds from the sale of its
assets will be used to pay its creditors, but does not expect
that there will be assets remaining for distribution to holders
of its common or preferred stock.

  
GENUITY: Wants to Pay Up to $7MM of Prepetition Foreign Claims
--------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek the Court's
authority to pay the prepetition claims of vendors, service
providers, landlords and governments in the various
jurisdictions in which the Debtors operate outside of the United
States.  The Debtors estimate that the total Foreign Creditor
Claims is approximately $7,000,000.

The Debtors are leading eBusiness network providers delivering
managed Internet infrastructure services to enterprises and
service providers, both domestically and internationally.  To
effectively operate their networks and provide services to their
international customers, the Debtors rely on foreign vendors and
service providers that supply the Debtors' foreign operations
with backbone network capacity, access circuit services,
collocation services and other important communications
services. These services constitute the Debtors' international
network infrastructure and are the means by which the Debtors
are able to render their services to their existing customers.  
If the provision of these critical services were interrupted or
discontinued, the Debtors would be unable to procure substitute
services of comparable quality in a timely manner and would be
exposed to a significant risk of erosion to their existing
customer base.

The Debtors' failure to pay the Foreign Creditor Claims may
result not only in the unilateral termination of services
provided by foreign vendors and service providers, but also the
pursuit of remedies by the foreign vendors and service providers
-- and potentially by foreign landlords and governments --
against the Debtors' property located outside of the United
States, like the institution of:

    (i) enforcement actions under local law,

   (ii) actions to revoke licenses held by the Debtors and their
        non-Debtor international affiliates,

  (iii) actions to seize assets of the Debtors located in
        foreign countries, and

   (iv) civil or criminal actions against the Debtors' officers
        and directors.

Traditionally, the Debtors would be protected from these actions
of the Foreign Creditors by the automatic stay of Section 362 of
the Bankruptcy Code, which provides that the filing of a Chapter
11 petition "operates as a stay, applicable to all entities," of
creditor remedies.  However, the power of this Court to enforce
its jurisdiction, and the protections of the automatic stay,
against the Foreign Creditors, many of whom are believed to have
minimal or no presence in the United States, is problematic.

To avoid the possibility of erosion of the Debtors' customer
base through the termination of existing customer relationships,
to protect the Debtors and their property from the exercise of
remedies otherwise prevented by the Automatic Stay, and to
preserve enterprise value necessary for the reorganization of
the Debtors' businesses, the Debtors seek the Court's authority
to pay the Foreign Creditor Claims in the ordinary course of
business.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, argues that the Debtors' request should be
authorized under the "doctrine of necessity" and Section 105(a).
Relying on the well-settled doctrine of necessity, Mr. Milmoe
notes, courts have repeatedly recognized "the existence of the
judicial power to authorize a debtor in a reorganization case to
pay prepetition claims where payment is essential to the
continued operations of the debtor."

Mr. Milmoe asserts that the satisfaction of the Debtors'
prepetition obligations to the Foreign Creditors is absolutely
essential to the continuation of the Debtors' ongoing business
operations and relationships with their customers, to the
preservation and protection of the Debtors and their estates,
and ultimately to a successful reorganization. (Genuity
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GEOWORKS CORP: Adjourns Special Shareholders Meeting Until Jan 8
----------------------------------------------------------------
Geoworks Corporation (OTC Bulletin Board: GWRX), a provider of
leading-edge software design and engineering services to the
mobile and handheld device industry, adjourned Wednesday's
special stockholders meeting until 11:00 a.m. Pacific Standard
Time on January 8, 2003, due to lack of a quorum. The meeting
will reconvene at Geoworks' executive offices located at 6550
Vallejo Street, Suite 102, Emeryville, California.

To date, stockholders representing over 30% of Geoworks'
outstanding shares have voted in favor of each of the proposals,
including SAIC and Toshiba, Geoworks' largest stockholders. To
be adopted by the stockholders, each proposal must be approved
by a majority of Geoworks' outstanding shares. So far only about
35% of Geoworks' outstanding shares have been cast. In view of
Geoworks' large number of relatively small shareholdings, every
stockholder's vote counts, and Geoworks encourages its
stockholders to vote as soon as possible.

Votes can be cast electronically, telephonically or by mail. If
stockholders have any questions with respect to voting their
shares, they should contact Morrow & Co., Geoworks' proxy
solicitor, at 1-800-654-2468.

Institutional Shareholder Services, the nation's leading proxy
voting advisory service, has recommended that its clients vote
to approve the sale of Geoworks' UK professional services
business and its plan of liquidation. ISS, based in Rockville,
Md., is the leading provider of proxy voting and corporate
governance services, serving more than 950 clients worldwide.
ISS analysts research and recommend votes for 20,000 stockholder
meetings each year.

Geoworks filed definitive proxy materials with the Securities
and Exchange Commission in connection with its solicitation of
proxies to approve the sale of its UK professional services
business and its plan of liquidation at the special meeting, and
has mailed copies of the proxy materials to its stockholders.
Geoworks urges its stockholders to read the definitive proxy
materials carefully. Copies of the definitive proxy materials
are available free of charge at the Securities and Exchange
Commission's Web site, which is located at http://www.sec.govor  
by contacting Tim Toppin, Geoworks' chief financial officer, at
(510) 428-3900, extension 317.

Geoworks Corporation is a provider of leading-edge software
design and engineering services to the mobile and handheld
device industry. With nearly two decades of experience
developing wireless operating systems, related applications and
wireless server technology, Geoworks has worked with industry
leaders in mobile phones and mobile data applications including
Mitsubishi Electric Corporation and Nokia. Based in Emeryville,
California, the company also has a European development center
in the United Kingdom. Additional information can be found on
the World Wide Web at http://www.geoworks.com   

                         *     *     *

               Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended September 30, 2002,
filed on November 13, 2002, the Geoworks Corp., stated:

"Our total cash and cash equivalents were $1,318,000 at
September 30, 2002, compared with $3,136,000 at March 31, 2002.
Net cash used by operations in the six months ended September
30, 2002 was $1,800,000. This level of cash usage is
significantly lower than in the six months ended September 30,
2001 due to various reorganizations and related cost-cutting
measures, in particular the reductions in workforce implemented
during in fiscal 2002. Our net loss for the six months ended
September 30, 2002, excluding non-cash amortization of goodwill
and other intangible assets, and the write-down of goodwill, and
intangibles was $1,276,000 and this resulted in the use of
approximately the same amount of cash. In addition our net
changes in working capital, principally changes in our current
assets and liabilities on the balance sheet, used cash of
$772,000. These balance sheet changes in our operating assets
and liabilities provided working capital of $32,000 net, however
working capital of $804,000 was used to settle liabilities
resulting from our reorganizations and restructurings announced
in our prior fiscal year, including paid severance of $240,000
and lease termination and contract settlement fees totaling
$564,000. The restructuring and reorganizations we implemented
during fiscal 2002 did significantly reduce our headcount and
operating expense structure. The total number of employees at
September 30, 2002 was 41 as compared to 155 at September
30, 2001. Our expenses for the six months ended September 30,
2002, excluding non-cash charges for amortization, restructuring
costs, asset impairment charges, and the write-down of goodwill,
intangibles and other long-lived assets, decreased by $12
million to $3.3 million from $15.3 million in the six months
ended September 30, 2001. Although we have cut costs
substantially, we expect to incur additional significant
operating losses at least through fiscal 2003, which will
continue to have a negative impact on liquidity and capital
resources.

"Purchases of property and equipment for the six months ended
September 30, 2002 and 2001 were $33,000, and $1,605,000,
respectively. The capital spending in the six months ended
September 30, 2001 was primarily due to the relocation and
consolidation of the AirBoss offices in New Jersey. Current
capital spending has been curtailed and is generally only
authorized when necessary to increase service to a customer.

"As discussed above, we are seeking stockholder approval to sell
the UK professional services business to Teleca, however, there
can be no assurance that such a sale will be approved by our
stockholders or that other conditions to closing will be
satisfied. As we announced in January 2002 as part of
reorganization, we are also seeking buyers for AirBoss and our
legacy assets. We may not be able to close the Teleca deal or
locate a buyer for these other assets on acceptable terms before
our financial resources have been depleted, which may require us
to consider bankruptcy or dissolution.

"As of September 30, 2002, the Company has future minimum
payment obligations of approximately $644,000 remaining under
non-cancelable operating leases having terms in excess of one
year excluding liabilities under restructuring. These leases
pertain primarily to our facility in Macclesfield, England. In
addition, we have recorded current liabilities totaling
approximately $291,000 which are estimated to be adequate to
resolve the contractual liabilities remaining as a result of
contract terminations or disputes arising as a result of the
restructuring and reorganization activities of the prior fiscal
year.

"Given the ongoing market softness, economic uncertainty and the
significant change in our business plan, our ability to forecast
future revenue is limited. Although we have repeatedly taken
actions to reduce our expense rates, we expect to incur
additional operating losses, at least through fiscal 2003. If
our sale of the UK professional services business to Teleca does
not close, we currently anticipate that our available funds will
be sufficient to meet our projected needs to fund operations
into the fourth quarter of fiscal 2003. This projection is based
on several factors and assumptions, in particular that our
professional services contract levels remain stable or grow and
that our customers continue to pay us on a timely basis, and
is subject to numerous risks. Our future capital needs and
liquidity will be highly dependent upon a number of variables,
including how successful we are in realizing the value of our
professional services business, managing our operating expenses,
selling the AirBoss intellectual property and other legacy
assets and how successful we are in settling our contractual
liabilities resulting from the reorganization announced in
January 2002. Moreover, our efforts over the last two years to
raise funds through strategic transactions or through the sale
of AirBoss or our legacy assets have been disappointing. As a
result, any projections of future cash needs and cash flows are
subject to substantial uncertainty. If our available funds are
insufficient to satisfy our liquidity requirements, we may be
required to revise our current operating plans, to enter into
other forms of strategic transactions, or to consider bankruptcy
or dissolution. Liquidation under any circumstances can be an
expensive and time consuming process and offers little prospect
of any significant distributions to stockholders. If the sale of
the UK professional services business to Teleca does not close,
these conditions raise substantial doubt about our ability to
continue as a going concern through the fiscal year ending
March 31, 2003."


GILAT SATELLITE: Fails to Comply with Nasdaq Listing Guidelines
---------------------------------------------------------------
Gilat Satellite Networks Ltd., (Nasdaq: GILTF) said that on
December 4, 2002, it received notice from the Nasdaq National
Market advising the Company that it is not in compliance with
Nasdaq's minimum bid Marketplace Rule 4450(a)(5).

The letter further stipulates that the Company must request a
hearing with the Nasdaq Listing Qualifications Panel by
December 11, 2002, to review its listing status, in order to
avoid potential action by the panel. The Company has requested a
hearing, staying any potential action pending a decision by the
Nasdaq Listing Qualifications Panel.

The Company states that it has anticipated this issue and plans
to address it as part of its debt restructuring plan. The
Company believes that it can take measures to ensure that it is
in compliance with NNM's requirements for continued listing on
the NNM, although there can be no assurance that this will be
the case.

"We expect to meet with the Nasdaq listing panel in late January
as our debt restructuring process nears its completion," said
Yoel Gat, Chairman and CEO of Gilat. We have anticipated this
issue, and as part of our restructuring process, we are
contemplating taking certain steps to ensure that we comply with
NNM's requirements."

"We have used the appropriate channels to request a hearing and
we fully intend to stay listed on the Nasdaq National Market,"
he added.

The Company also states that its debt restructuring plan remains
on-track and expects to bring the process to closure in January
2003. The Company operations continue as normal throughout this
process.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc. and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal (VSAT) satellite network technology - with nearly
400,000 VSATs shipped worldwide. Gilat markets the Skystar
Advantage, DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster(a)
360 VSAT products in more than 70 countries around the world.
The Company provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. The
Company is a joint venture partner in SATLYNX, a provider of
two-way satellite broadband services in Europe, with SES GLOBAL.
Skystar Advantage(R), Skystar 360(TM), DialAw@y IP(TM) and
FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd., or its subsidiaries. Visit Gilat at
http://www.gilat.com


GOLDMAN INDUSTRIAL: Gets OK to Tap Willinger as Land Use Counsel
----------------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates
obtained permission from the Court to employ Willinger,
Willinger & Bucci PC, as their Land Use Counsel with respect to
certain real property belonging to the Debtors' estates.

Willinger plans to proceed in three phases:

  (1) For phase one, Due Diligence, Willinger will:

      a) review title to the Property;

      b) determine title to property located under the Route
         8/25 connector and the status of any lease;

      c) review existing environmental information available for
         the property and assess the need for additional
         information;

      d) act as liaison with the Economic and Community
         Development arm of the City of Bridgeport to assess
         City's position relative to site development; and

      e) review existing City plans, including any applicable
         urban redevelopment or economic development plans for
         impact on property as well as review the City of
         Bridgeport Master Plan.

  (2) For phase two, RFP/RFQ, Willinger will oversee the
      preparation and implementation of the RFP/RFQ for the
      development of the Property to the Extent that a specific
      developer is not chosen during the course of the
      completion of phase one.

(3) For phase three, Planning and Zoning, Willinger will
     oversee development, with an eye toward satisfying the
     Bridgeport Planning and Zoning Commission that any zoning
     change is appropriate, even in the absence of a development
     specific proposal.

     The Planning and Zoning would include the preparation,
     filing and presentation of the necessary applications for
     state and local governmental entities, together with the
     necessary oversight, coordination and direction of the
     required application support professionals, including
     engineering, traffic, environmental and real estate
     experts.

Willinger has estimated the cost to complete these three phases
at:

          Phase One                  $10,000
          Phase Two                   $5,000
          Phase Three                $30,000

The principal attorneys who will be principally represent the
Debtors in this case and their current hourly rates are:

          Charles J. Willinger, Jr.  $300 per hour
          Thomas W. Bucci            $275 per hour
          Ann Marie Willinger        $270 per hour
          Bradd S. Robbins           $250 per hour
          Matthew D. Newman          $200 per hour
          Athan S. Mihalakos         $180 per hour
          Catherine Freeman          $160 per hour
          Davis Feldman              $160 per hour
          Linda Christiani           $160 per hour

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W. Counihan
at Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.


GRANADA INSURANCE: S&P Hatchets Fin'l Strength Rating to BBpi
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Granada Insurance Co.,
to 'BBpi' from 'BBBpi'.

"This rating action is based on Granada's marginal
capitalization, declining operating performance, high common
stock leverage, and high geographic and product line
concentrations with respect to current capitalization,"
explained Standard &Poor's credit analyst Tom Taillon.

Headquartered in Miami, Florida, Granada specializes in writing
commercial lines throughout its home state. Product lines
include commercial auto liability, commercial auto physical
damage, property, general liability, garage liability, inland
marine, and liquor liability insurance. Florida currently
accounts for all of the company's revenue. Its products are
distributed primarily through independent general agents. The
company began business in 1987 and is privately owned.


GREIF BROS. CORP: Fourth Quarter 2002 Results Show Improvement
--------------------------------------------------------------
Greif Bros. Corporation (NYSE: GEF, GEF.B), a global leader in
industrial packaging with niche businesses in paper, corrugated
packaging and timber, reported results for the three months and
fiscal year ended October 31, 2002.

     -- Net sales were $435.5 million for the fourth quarter
        2002 compared with $444.8 million for the same period
        last year. The 2.1% quarter-over-quarter decline is
        attributable to a 10.5% reduction in sales for Paper,
        Packaging & Services (formerly Containerboard &
        Corrugated Products) as a result of lower paper prices
        compared with last year. Despite continuation of weak
        market conditions for Industrial Packaging & Services
        (formerly Industrial Shipping Containers), sales nearly
        equaled the prior year level primarily due to price
        increases implemented in response to increased raw
        material costs. For fiscal year 2002, the Company's net
        sales increased 12.1% to $1.6 billion due to the full-
        year effect of the March 2001 Van Leer Industrial
        Packaging acquisition.

     -- Gross profit margin improved to 22.0% of net sales for
        the quarter compared with 21.3% for the fourth quarter
        2001 and 20.8% for the third quarter 2002. The result
        benefited from cost reduction initiatives implemented
        during fiscal year 2002 combined with improved
        purchasing leverage and supply chain efficiencies. The
        gross profit margin was 20.6% and 20.8% for fiscal years
        2002 and 2001, respectively.

     -- Selling, general and administrative expenses were
        $63.0 million for the fourth quarter, which was
        comparable to the same period last year. On a sequential
        basis, SG&A expenses declined $1.6 million from the
        third quarter 2002. For the fiscal year 2002, SG&A
        expenses were $250.8 million versus $204.7 million in
        2001. A substantial portion of this increase is due to
        the full-year effect of the acquisition.

     -- Reported earnings before interest, income taxes,
        depreciation, depletion, and amortization were $61.8
        million for the fourth quarter 2002 versus $59.7 million
        last year. On a sequential basis, reported EBITDA was
        14.2% above the third quarter 2002. There was a $2.8
        million restructuring charge in the fourth quarter
        related to severance and facilities being held for sale,
        including anticipated losses upon disposal. In addition,
        there were $4.4 million of special charges that
        primarily represented integration costs related to the
        acquisition and a legal settlement involving an
        operation the Company has exited. This compares with
        $4.0 million of special charges for fourth quarter 2001.

Reported EBITDA was $204.0 million for fiscal year 2002 versus
$266.4 million for fiscal year 2001, which included timberland
gains of $12.1 million and $79.7 million, respectively. There
were $11.6 million of special charges that represented
transition and organizational improvement costs related to
acquisition integration, in addition to the fourth quarter
restructuring charge. This compares with $5.9 million of special
charges for fiscal year 2001. Excluding timberland gains and
special charges, EBITDA was $203.5 for fiscal year 2002, which
is in line with the Company's guidance for the year.

Michael J. Gasser, chairman and chief executive officer, stated,
"The fourth quarter 2002 results were achieved in a difficult
operating environment. Industrial Packaging & Services'
performance was particularly strong with EBITDA increasing 26%
quarter-over-quarter. During fiscal year 2002, we successfully
implemented price increases in response to higher raw material
costs. We are proceeding with key initiatives to streamline our
business processes, which include a comprehensive review of all
activities within our corporate and group organizations, in
order to improve long-term financial performance. In addition,
we recently implemented a disciplined financial management
system to measure our achievements compared to annual
performance objectives. This approach reflects management's
commitment to improve Greif's operating results and shareholder
value."

                   Business Group Results

Industrial Packaging & Services

Net sales were $340.5 million for the fourth quarter 2002
compared with $341.3 million last year. Market conditions
remained sluggish in most regions of the world during the
quarter. Net sales in Europe benefited from higher prices and
favorable currency translation compared with the prior year,
which principally offset lower results in other regions. Raw
material costs, especially for cold rolled steel and resin, were
higher throughout the fourth quarter 2002 versus a year ago;
however, improved pricing benefited the fourth quarter results.
Reported EBITDA improved to $42.0 million for the quarter from
$33.2 million a year ago.

Net sales rose to $1.3 billion for fiscal year 2002 compared
with $1.0 billion last year, benefiting from a full year of
results following the acquisition. The Company implemented
several price increases for industrial packaging products during
fiscal year 2002 to offset higher raw material costs. Reported
EBITDA improved to $131.6 million for fiscal year 2002 from
$87.9 million in fiscal year 2001, excluding $2.8 million and
$11.5 million, respectively, for restructuring charges.

Paper, Packaging & Services

Net sales were $84.3 million for the fourth quarter 2002 versus
$94.2 million in the prior year.  Lower paper prices more than  
offset improved unit volume for most of the Company's products
compared with the fourth quarter 2001. Sales benefited from
implementation of a $25 per ton price increase for liner and
medium during the fourth quarter. Despite the price increase,
average paper prices remained below the same period last year.
Raw material costs for old corrugated containers declined
approximately $10 per ton from the third quarter 2002 but
remained well above a year ago. As a result, EBITDA was $16.9
million for the quarter versus $20.9 million last year. Fourth
quarter EBITDA improved $6.3 million from the third quarter
2002.

Net sales were $324.0 million for fiscal year 2002 compared with
$379.3 million for 2001. Growth in unit sales was offset by
lower sales prices and the impact of significantly higher OCC
costs during fiscal year 2002 compared with the prior year.
EBITDA was $49.2 million for fiscal year 2002 versus $82.4
million in 2001.

Timber

Timber sales rose to $10.7 million for the fourth quarter 2002
from $9.2 million a year ago. Timberland gains were $2.4 million
for the fourth quarter 2002 compared with $1.0 million last
year. EBITDA, which includes timberland gains, was $11.5 million
for the fourth quarter versus $8.9 million the prior year.

Timber sales for fiscal 2002 were $40.7 million compared with
$37.8 million in 2001. EBITDA was $47.2 million for the fiscal
year 2002 versus $112.1 million last year. Excluding timberland
gains for both periods, EBITDA was $35.1 million and $32.4
million, respectively, for the fiscal years 2002 and 2001.

Debt Outstanding

Total debt outstanding was $653.0 million at October 31, 2002
versus $714.0 million on the same date last year. Total debt to
total capitalization was 53% at October 31, 2002 compared with
55% a year ago.

The Company incurred a $5.9 million non-cash charge for debt
extinguishment costs in the fourth quarter in conjunction with
the Company's refinancing. These costs totaled $10.3 million for
the fiscal year 2002.

Capital Expenditures

Capital expenditures, excluding timberland transactions, were
$45.7 million for the fiscal year 2002 compared with $43.0
million in 2001.

Share Repurchase Program

The Company repurchased 20,000 shares of Class A Common Stock
and 60,000 shares of Class B Common Stock during fiscal year
2002. As of October 31, 2002, the Company had repurchased
674,410 shares, including 435,476 shares of Class A Common Stock
and 238,934 shares of Class B Common Stock under the one
million-share stock repurchase program authorized by the Board
of Directors. Total cost for the repurchased shares as of
October 31, 2002 was $19.5 million.

                     Company Outlook

Similar to the outlook for fiscal 2002, the Company anticipates
a slow start for fiscal 2003 followed by improvement during the
second half of the year. Weak economic conditions that prevailed
throughout fiscal 2002 are expected to continue into fiscal
2003. Results for the first quarter, which is historically a
slower period due to fewer shipping days, extended downtime at
customers' operations and the seasonal downturn in retail
markets following the holidays, are anticipated to be comparable
with the first quarter of fiscal 2002.

Nonetheless, for the full year, the Company expects to benefit
from its portfolio of diverse businesses and geographic markets.
In addition, further contributions from cost reduction
initiatives implemented during the past year are anticipated.
Focused efforts will continue to be directed toward additional
cost reductions and productivity improvements.

Management's guidance for fiscal 2003 EBITDA is $210 million to
$215 million before timberland gains and special charges. EBITDA
for the Company's non-timber businesses is expected to increase
approximately $20 million to $25 million above fiscal year 2002.
Timber EBITDA, excluding timberland gains, is expected to be
approximately $15 million below the prior year.

Greif is a world leader in industrial packaging products and
services. The Company provides extensive experience in steel,
plastic, fibre, corrugated and multiwall containers and
protective packaging for a wide range of industries. Greif also
produces containerboard and manages timber properties in North
America. Greif is strategically positioned in 40 countries to
serve multinational as well as regional customers. Additional
information is on the Company's Web site at http://www.greif.com

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to Greif Brothers Corp.'s proposed $300 million
senior subordinated notes due 2012.

In addition, Standard & Poor's assigned its double-'B' rating to
the company's new $500 million senior secured bank credit
facility. At the same time, Standard & Poor's affirmed its
double-'B' corporate credit rating on Delaware, Ohio-based
Greif, a leading industrial containers manufacturer. As of April
30, 2002, Greif had about $665 million in bank debt outstanding.
The outlook is positive.

"The ratings on Greif reflect the company's solid market
positions within the industrial container and corrugated
products markets, combined with a moderately aggressive
financial risk profile," said Standard & Poor's analyst Eric
Ballantine.


HALLIBURTON: Close to Agreement in Principle on Asbestos Claims
---------------------------------------------------------------
Halliburton (NYSE: HAL) is close to an agreement in principle
with plaintiffs' attorneys representing more than 300,000
claimants that will resolve all of the asbestos-related personal
injury claims against the company.

Company officials stated that the transaction is not complete
yet and if it is achieved it would still be subject to
financing, board approval, and court approval, none of which can
be assured. However, the company outlined tentative terms
including saying it would involve as much as $2.8 billion in
cash payments and up to 60 million shares of Halliburton common
stock.

Under the proposed agreement, the settlement would not include a
bankruptcy filing of Halliburton and the company expects to
retain 100% ownership of all of its subsidiaries. The proposed
agreement would cover all present and future personal injury
asbestos claims. Halliburton would retain the rights to the
first $2.3 billion of insurance proceeds and any amounts in
excess of $3.0 billion; although there is no assurance the
company would collect that amount.

"If this is completed," said Dave Lesar, chairman, president and
CEO of the company, "it's important to note that it would be
business-as-usual for customers, employees, vendors and
financial creditors."

Halliburton further stated that it will not provide further
updates on the negotiations until a transaction is more likely.

"We are working hard to achieve an agreement that protects the
shareholders and is fair to those who have been affected by
asbestos," said Lesar.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
http://www.halliburton.com

Halliburton Company's 6% bonds due 2006 (HAL06USR1), DebtTraders
reports, are trading at about 92 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAL06USR1for  
real-time bond pricing.


HARBISON-WALKER: Court Extends Stay Until Today's Hearing
---------------------------------------------------------
Halliburton (NYSE: HAL) announced that a status conference
Wednesday in the Harbison-Walker bankruptcy regarding the stay
contained in the bankruptcy court's temporary restraining order
has been continued until today, December 13, 2002. The
bankruptcy court, upon request of the Official Committee of
Asbestos Creditors in the Harbison-Walker bankruptcy and
Halliburton, agreed to extend the stay until at least the
conclusion of the status conference hearing later this week. The
court's temporary restraining order, which was originally
entered on February 14, 2002, stays more than 200,000 pending
asbestos claims against Halliburton's subsidiary DII Industries,
LLC.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
http://www.halliburton.com


HOLLINGER INT'L: Files Amended SEC Form 10-Q for Third Quarter
--------------------------------------------------------------
On December 10, 2002, Hollinger International Inc., (NYSE: HLR)
filed an amended 10Q in respect of its Third Quarter ended
September 30, 2002, to amend the disclosure provided in note 10
Supplemental Condensed Consolidating Financial Information.

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.


HOLLINGER INC: S&P Places Low-B Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings on
Hollinger Inc., and its subsidiaries, including Hollinger
International Inc., and Hollinger International Publishing Inc.,
on CreditWatch with negative implications.

At the same time, the 'BB-' rating was assigned to Hollinger
International Publishing's proposed US$300 million senior
secured three-tranche bank facility due between 2008-2009, and
the 'B' rating was assigned to Hollinger International
Publishing's announced US$300 million senior unsecured notes due
2010. Net proceeds from the new issuances will be used to
refinance outstanding indebtedness, including the remaining
US$240 million 9.25% senior subordinated notes due 2006 and
US$265 million 9.25% senior subordinated notes due 2007,
repayment of US$90 million debt at Hollinger International, and
for general corporate purposes. Following completion of the
announced refinancing, Standard & Poor's will withdraw its
senior subordinated debt ratings on the company.

"The ratings were placed on CreditWatch negative to reflect
limited financial flexibility at the Hollinger Inc. holding
company level," said Standard & Poor's credit analyst Barbara
Komjathy. "Of particular concern is the C$90.8 million credit
facility due on Feb. 28, 2003."

Hollinger Inc., is required to make a partial repayment of its
bank facility by the end of February 2003, at which time the
remaining bank loan will be extended until December 2003.
Hollinger Inc.'s ability to make the required reduction is
largely dependant on the completion of announced refinancing at
its U.S. subsidiaries or on other financial alternatives,
including the sale of assets.

The resolution of the CreditWatch placement is dependant upon
the successful completion of the announced transactions and the
refinancing and/or reduction of Hollinger Inc.'s bank debt by
Feb. 28, 2003, after which the ratings will be affirmed at 'BB-'
with a negative outlook."

The anticipated negative outlook following the CreditWatch
resolution reflects Hollinger's financial profile and policy
that remains aggressive for the rating category. In order to
maintain the 'BB-' rating, Standard & Poor's anticipates
Hollinger to reduce holding company debt materially by mid-2003
from the sale of noncore assets and/or from the application of
internal cash flows. In addition, credit measures are expected
to improve in the near term, including operating margins, EBITDA
coverage of interest and preferred dividends and leverage
ratios, to more in line with the rating category. In particular,
EBITDA coverage of interest and preferred dividends should reach
2.0x in 2003.

The ratings are based on the consolidated group of Hollinger
companies, including parent Hollinger Inc. and reflect the
strong market positions of the company's two key newspapers, The
Daily Telegraph (U.K.) and the Chicago Sun-Times (U.S.), and the
geographic diversity they provide, which help to mitigate
regional downturns. These factors are offset by the inherent
cyclicality of the advertising revenues and newsprint prices and
by Hollinger's relatively aggressive financial profile and
policy.


HUGHES: S&P Revises Watch to Developing over Nixed EchoStar Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'B+' corporate credit ratings on Hughes
Electronics Corp., and 81%-owned subsidiary PanAmSat Corp., to
developing from negative, following Hughes' and EchoStar
Communications Corp.'s termination of their merger deal.

As part of a negotiated resolution, EchoStar will pay Hughes a
$600 million cash breakup fee, but will not be purchasing
Hughes' PanAmSat stake as originally agreed.

"Termination of the merger provides meaningful cash to Hughes
and enables the company to freely pursue strategic alternatives
to a combination with Echostar. Refinancing risk is also
somewhat reduced on Hughes' recently amended and extended $1.9
billion credit facility that expires in August 2003," said
Standard & Poor's credit analyst Eric Geil.

"However, considerable uncertainty still surrounds the eventual
ownership of Hughes given parent company General Motors Corp.'s
continued interest in divesting this business. If Hughes enters
into new merger discussions, we will need to undertake a new
assessment of the resulting combination and the ramifications
for Hughes' rating," added Mr. Geil.

Standard & Poor's will monitor developments related to potential
Hughes ownership transactions and evaluate the creditworthiness
of the resulting entity prior to resolving the CreditWatch
listing.


INTEGRATED HEALTH: Wants Removal Period Extended to March 3
-----------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to extend their time to file notices to remove
prepetition lawsuits and other actions in which they are
involved to the District of Delaware for continued litigation.
The Debtors ask for an extension of that option period through
March 3, 2002.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, believes that the Debtors may be party
to actions currently pending in the courts of various states and
federal districts.  However, due to the size, complexity and
pace of these cases, the Debtors have not had a full opportunity
to investigate their involvement in the Prepetition Actions.  
The attention of the Debtors' personnel and management has been
focused primarily on stabilizing the business, administering the
bankruptcy proceeding and developing a business plan to take the
Debtors through reorganization.

Mr. Morton adds that much of the Debtors' recent attention has
been focused on consummating the confirmed Rotech Plan and
developing an exit strategy for their remaining business
segments. Thus, the Debtors and their professionals have not had
sufficient time to fully review all of the Prepetition Actions
to determine if any should be removed.

Mr. Morton tells the Court that the extension sought will afford
the Debtors an opportunity to make more fully informed decisions
concerning the removal of each Prepetition Action and will
assure that the Debtors do not forfeit the valuable rights
afforded to them.  Further, the rights of the Debtors'
adversaries will not be prejudiced by this extension, as any
party to a Prepetition Action that is removed may seek to have
it remanded to the state court.

A hearing on the motion is scheduled on December 18, 2002.  By
application of Del.Bankr.LR 9006-2, the deadline is
automatically extended through the conclusion of that hearing.
(Integrated Health Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KAISER ALUMINUM: Seeks Approval of Summit Purchase Agreement
------------------------------------------------------------
In connection with the sale of their interests in the Kaiser
Center, Kaiser Aluminum Corporation and its debtor-affiliates
ask the Court to approve an Agreement of Purchase and Sale dated
October 16, 2002, as amended on November 19, 2002, with Summit
Commercial Properties, Inc.  The Debtors will sell the Kaiser
Center assets to Summit free and clear of liens, claims and
encumbrances, except for certain permitted liens.

The salient terms of the purchase agreement include:

A. Property Interests To Be Sold

   (1) The fee simple interest in the Kaiser Center grounds;

   (2) All lease interests of Kaiser Aluminum & Chemical
       Corporation, Kaiser Center, Inc. and Alwis Leasing, Inc.
       with respect to the Kaiser Center;

   (3) The Parking Lot;

   (4) The Zenith Note and the ReProp Note; and

   (5) The related security agreements and documentation and all
       permits, licenses, contracts, personal property, cash,
       receivables and security deposits related to the
       operation of the Kaiser Center.

B. Purchase Price

   Summit will pay $65,600,000.  Of that amount, $3,100,000 will
   be deposited before the closing.  The remainder will be
   payable at closing.

C. Due Diligence Periods

   Summit is allowed certain property and title due diligence
   periods, each of which is anticipated to expire soon.

   Summit has waived the financing conditions in the Agreement.

D. "As-Is" Condition

   Summit will take the Kaiser Center Assets in "as-is"
   condition, with all faults.  This includes the physical
   condition of the property, as well as the terms, covenants,
   conditions and limitations of all leases, contracts, notes,
   deeds of trust and security interests being acquired.

E. Assumed Executory Contracts & Unexpired Leases

   The Debtors will assume and assign to Summit all of their
   rights, title and interests in and to all executory contracts
   and unexpired leases related to the Kaiser Center Assets.
   Summit may also elect to have one or more of the leases
   rejected by notifying the Debtors in writing to that effect
   before the closing.

F. Permitted Liens

   (a) The First Deed of Trust dated as of August 15, 1983, made
       by Newkirk Kalan and Kaiser Center Inc. for the benefit
       of The Variable Annuity Life Insurance Company to secure
       a $79,575,000 promissory note;

   (b) The Second Deed of Trust dated as of August 15, 1983,
       made by Newkirk Kalan and Kaiser Center for the benefit
       of American General Life Insurance Company of Delaware to
       secure a $9,000,000 promissory note;

   (c) The Third Deed of Trust dated August 15, 1983, which
       encumbers the Kaiser Center Inc.'s and Newkirk Kalan's
       interests in the Kaiser Center;

   (d) The Fourth Deed of Trust dated August 15, 1983 which
       encumbers Newkirk's interests in the Kaiser Center;

   (e) The subordination, non-disturbance and attornment
       agreements dated August 15, 1983 by and among:

         (i) Variable Annuity, Alwis, Kaiser Aluminum, Kaiser
             Center and Newkirk Kalan;

        (ii) Variable Annuity, Alwis, Kaiser center and Newkirk
             Kalan;

       (iii) American General, Alwis, Kaiser Aluminum, Kaiser
             Center and Newkirk Kalan; and

        (iv) Alwis, Kaiser Center and Newkirk Kalan.

   (f) Any security interest related to the liens;

   (g) The effect of any recorded leasehold interest in respect
       to the Kaiser Center assets; and

   (h) All other encumbrances deemed accepted by Summit.

G. Claims Indemnity

   Summit must hold and save the Debtors harmless from any and
   all loss, cost, damage, injury or expense arising directly or
   indirectly out of or as a result of the rejection of the
   leases, including but without limitation, any claim, demand
   or liability to Newkirk Kalan or to any tenant under any
   tenant leases in the building.

   At the closing of the sale transaction, Summit will deliver
   to the Debtors a Claims Indemnity.  The Claims Indemnity will
   be secured by a junior lien on the Kaiser Center assets.
   (Kaiser Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)   


KMART CORP: Gets Okay to Use Estate Funds for New D&O Policies
--------------------------------------------------------------
After reviewing the merits of the case, Judge Sonderby
authorizes Kmart Corporation and its debtor-affiliates to enter
into new D&O policies under these terms:

  -- Up to $75,000,000 of insurance coverage will be provided
     under the new D&O policies for the period from the date of
     issuance of the new policies to the earlier of:

     (a) one year from that date; or

     (b) the Debtors' emergence from Chapter 11.

     The coverage will include actions brought by any trustee or
     examiner appointed under the Bankruptcy Code;

  -- The amount of the self-insured retention under the new
     policies will not exceed $5,000,000;

  -- The total annual premiums payable under the new policies
     will not exceed $11,765,000 for up to $75,000,000 in
     coverage, plus taxes;

  -- The new D&O policies must provide the Debtors with an
     option to elect coverage for extended reporting of claims
     for a period of not less than six years on the occurrence
     of specified events.  The coverage will be included in the
     premium paid, so long as the option is elected during the
     effective period of the new policies;

  -- The new policies must provide insurance coverage regarding
     claims against the Debtors' directors and officers and will
     cover the Debtors' obligations, if any, to indemnify their
     directors and officers.  The new policies will not cover
     claims made against the Debtor entities; and

  -- The new policies will not provide insurance coverage for
     claims asserted after December 2, 2002 for matters arising
     out of facts that occurred prior to December 2, 2002.

Judge Sonderby also permits the Debtors to use the estate funds
to purchase a one-year extension of the reporting coverage
provided under the existing D&O policies for a one-time premium
of $2,372,740, plus applicable taxes. (Kmart Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LEAP WIRELESS: Nasdaq Knocks-Off Shares Effective December 11
-------------------------------------------------------------
Leap Wireless International, Inc. (Nasdaq: LWIN), an innovator
of wireless communications services, has been informed the
NASDAQ Listing Qualifications Panel has denied the Company's
request for continue listing on the NASDAQ National Market and
that the Leap's common stock was delisted effective upon the
open of business day, December 11, 2002. The Panel affirmed the
previously announced NASDAQ Staff Determination Notice but
expressly decided not to cite the previously announced public
interest concerns as a basis for its determination.

"This decision will not affect our day-to-day operations and
does not change our strategic focus," said Harvey P. White,
Leap's Chairman and CEO. "While we are obviously disappointed
with the Panel's decision, we expect to move forward with our
plans to restructure the outstanding indebtedness of both Leap
and Cricket in order to create a stronger company better
positioned for the future."

Leap's common stock may be eligible to trade on the OTC Bulletin
Board (OTCBB), and the Company expects that it will be traded on
the OTCBB or other quotation service.

Leap, headquartered in San Diego, Calif., is a customer-focused
Company providing innovative communications services for the
mass market. Leap has begun offering new services designed to
further transform wireless communications for consumers. For
more information, please visit http://www.leapwireless.com  

As previously reported, Leap Wireless' Sept. 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $131
million.  


LEAR CORP: Will Publish Q4 and Year-End Results on January 27
-------------------------------------------------------------
Lear Corporation (NYSE: LEA) will hold a conference call to
review the company's fourth-quarter and year-end 2002 financial
results and related matters on Monday, January 27, 2003 at 9:00
a.m. EST.

To participate in the conference call:

    * Domestic calls 1-800-789-4751
    * International calls 1-706-679-3323

The audio replay will be available two hours following the call
at:

    * Domestic calls 1-800-642-1687
    * International calls 1-706-645-9291

The audio replay will be available until February 10, 2003
(Conference I.D. 7122923)

You may also listen to the live audio webcast of the call, in
listen only mode, on our corporate Web site at
http://www.lear.com

Investor Relations Contact:  Carolyn Lukiewski
                             Analyst - Investor Relations
                             Lear Corporation
                             (248) 447-1684
                             clukiewski@lear.com

Note:  The fourth-quarter year-end press release will be
available on January 27, 2003 before the market opens.

Lear Corporation, a Fortune 150 company headquartered in
Southfield, Mich., USA, focuses on integrating complete
automotive interiors, including seat systems, interior trim and
electrical systems.  With annual net sales of $13.6 billion in
2001, Lear ranks as one of the world's leading automotive
interior suppliers and the world's fifth-largest automotive
supplier.  Lear's world-class products are designed, engineered
and manufactured by over 115,000 employees in more than 300
facilities located in 33 countries.  Information about Lear and
its products is available on the Internet at http://www.lear.com

At September 28, 2002, Lear's total current liabilities exceeded
its total current assets by about $700,000.


LERNOUT: L&H N.V. Sues 3 Luxembourg Entities to Recoup Transfers
----------------------------------------------------------------
Trying to unwind another bad deal, Lernout & Hauspie Speech
Products N.V. brings a suit against each of Flanders Language
Valley CVA, Syllabus SA, and Mont Regaland Industries, SA of
Luxembourg.  L&H NV relates that within one day of its creation
in September 1996, Dictation Consortium N.V. signed a $5,000,000
agreement with L&H to license and develop certain speech-to-text
technology.  Shortly after that, Dictation agreed to pay L&H
$25,000,000 to develop software using the technology previously
licensed to Dictation.  The License Agreement gave L&H an
"option" to buy back from Dictation the rights to the license of
any software developed.

In May 1998, before L&H developed any marketable product for
Dictation, L&H purchased Dictation from the three Luxembourg
Entities for $43,300,000, including a one-time charge to write
off Dictation's $21,500,000 debt to L&H related to in-process
research and development.

As of the Acquisition Date, Dictation was worth substantially
less than the consideration paid by L&H, which included cash
transfer and debt forgiveness.  As a result, L&H's estate and
creditors suffered a substantial loss.  This transfer was also
the subject of a Complaint for Injunctive Relief brought by the
Securities & Exchange Commission against L&H in October 2002.

Thus, L&H asks Judge Wizmur to order the avoidance of the
transfers to the three Luxembourg Entities and award the estate
judgment in the amount of the transfers, together with interest.
(L&H/Dictaphone Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MICROCELL: J. Healy and D. Mosa Resign from Board of Directors
--------------------------------------------------------------
Business Wire   Dec 11

Microcell Telecommunications Inc., (TSX:MTI.B) announced that
Mr. James J. Healy and Mr. Dirk Mosa, designated representatives
of shareholder T-Mobile USA, Inc., (formerly VoiceStream
Wireless Corporation) on Microcell's Board of Directors, have
resigned.  Mr. Healy and Mr. Mosa did not provide reasons for
their resignations.

Microcell Telecommunications Inc., is a major provider of
telecommunications services in Canada dedicated solely to
wireless. The Company offers a wide range of voice and high-
speed data communications products and services to more than 1.2
million customers. Microcell operates a GSM network across
Canada and markets Personal Communications Services and General
Packet Radio Service under the Fido(R) brand name. Microcell
Telecommunications has been a public company since October 15,
1997, and is listed on the Toronto Stock Exchange under the
stock symbol MTI.B.

                         *    *    *

As reported in Troubled Company Reporter's December 6, 2002
edition, Standard & Poor's lowered its long-term corporate
credit rating on wireless communications service provider
Microcell Telecommunications Inc., to 'D' from 'CC'. In
addition, the rating on the US$418 million notes due 2006 was
lowered to 'D' from 'C'. The unsecured debt rating on the
company's 2007 and 2009 issues are unchanged at 'C', and remain
on CreditWatch with negative implications. These ratings actions
are in response to the company's announcement on Dec. 2, 2002,
that it did not make a scheduled interest payment on its 2006
bonds.

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


MONARCH DENTAL: Two Shareholders Support Merger with Bright Now!
----------------------------------------------------------------
Monarch Dental Corporation (Nasdaq:MDDS) announced that two of
the Company's largest stockholders, Bruce Galloway and Europa
International, Inc. (an affiliate of Fred Knoll), have entered
into stockholder support agreements with Bright Now! Dental,
Inc., pursuant to which these stockholders have agreed to vote
in favor of the approval of the merger agreement between the
Company and Bright Now! Dental. The merger agreement provides
for the merger of an affiliate of Bright Now! Dental with and
into the Company. Completion of the merger is subject to certain
closing conditions, including the approval of the merger
agreement by the Company's stockholders. The affirmative vote of
holders of a majority of the shares of the Company's common
stock outstanding and entitled to vote on the matter will be
necessary to approve the merger agreement.  Messrs. Galloway and
Knoll and their affiliates collectively hold approximately 25%
of the Company's outstanding common stock.

Completion of the merger is also subject to the receipt by
Bright Now! Dental of the proceeds of the commitments it has
received from investors and lenders to fund the transaction.
Bright Now! Dental's receipt of the financing commitment
proceeds is subject to certain conditions, including the
negotiation of financing agreements satisfactory to Bright Now!
Dental and the financing sources.

In connection with the execution of the stockholder support
agreements, Bright Now! Dental agreed to increase the
consideration to be paid to all of the Company's stockholders
upon completion of the merger from $5.00 to $5.75 per share. As
a result, the parties entered into an amendment to the merger
agreement which provides for the payment of this increased
consideration.

Monarch Dental Corporation (Nasdaq:MDDS) --
http://www.monarchdental.com-- based in Dallas, Texas, provides  
business support services to 152 dental offices serving 17
markets in 13 states. Monarch Dental offices offer a wide range
of general dental services, including preventive care,
restorative services, and cosmetic services. In addition, many
practices offer specialty services such as orthodontics,
periodontics, oral surgery, endodontics and pediatric dentistry.

                          *    *    *

As previously announced, the Company is in default under its
credit facility and, as a result, the Company's bank group has
exercised its right of set-off and applied approximately $1.18
million from the Company's cash accounts to offset a portion of
the unpaid interest under the credit facility and certain
professional fees. The $1.18 million aggregate amount
represented unpaid interest at the lead lender's prime rate,
plus the then outstanding professional fees of the bank group.
The set-off of this amount by the bank group may have a
significant adverse impact on the liquidity of the Company. In
connection with the Company's negotiations with its bank group,
the Company has requested a forbearance with respect to the
exercise by the bank group of any other remedies under the
credit agreement.


NATIONAL BENEVOLENT: Fitch Sees Debt Service Covenant Violation
---------------------------------------------------------------
Fitch Ratings expects National Benevolent Association to fall
short of its required debt service coverage requirement of 1.1
times for fiscal 2002. NBA's management expects its final rate
covenant calculation to be close to 0.6x before the allowable
addition of the costs associated with certain fiscal year 2002
discontinued operations. Although not a technical event of
default, management plans to engage a consultant to make
recommendations with respect to rates, fees, various costs of
operations and other factors affecting its financial condition
in order to increase the Historical Debt Service Coverage Ratio
to required levels.

On July 16, 2002 Fitch downgraded the rating on the NBA's
approximate $162 million outstanding bonds to 'BBB-' citing the
NBA's substantial operating losses and its weakened balance
sheet. Through the nine months ended Sept. 30, 2002 NBA posted a
net deficit of negative 17.8 million (-17.1%) and unrestricted
cash on hand had fallen to approximately 251 days. Though
diminished from prior periods cash reserves remain the key
credit strength supporting the rating at its current level.
Further reduction of liquid reserves may result in a rating
downgrade.

Fitch will evaluate NBA's rating upon receipt of year-end
financial statements in late January/early February.
Headquartered in St. Louis, MO, NBA provides services to the
elderly, children, and the developmentally disabled, with the
bulk of its efforts on the elderly through 1,742 independent
living residential units, 1,281 nursing beds, and 511 assisted
living units in 23 states.

Outstanding debt:

     --$9,960,000 Jacksonville Health Facilities Authority,
industrial development revenue bonds (NBA-Cypress Village
Florida Project), series 2000A;

     --$10,200,000 Colorado Health Facilities Authority, revenue
bonds (NBA-Village at Skyline Project), series 2000C;

     --$9,530,000 Colorado Health Facilities Authority, revenue
bonds (NBA-Village at Skyline Project), series 1999A;

     --$4,040,000 Oklahoma County Industrial Authority, health
care revenue bonds (NBA-Oklahoma Christian Home Project), series
1999;

     --$2,750,000 Health and Educational Facilities Authority of
the State of Missouri. health facilities refunding and
improvement revenue bonds (NBA-Central Office Project), series
1999;

     --$15,425,000 Colorado Health Facilities Authority, health
facilities revenue bonds (NBA-Village at Skyline Project),
series 1998B;

     --$10,900,000 Colorado Health Facilities Authority, health
facilities refunding revenue bonds (NBA-Multi-state Issue),
series 1998A;

     --$6,040,000 Iowa Finance Authority, health facilities
revenue bonds (NBA-Ramsey Home Project), series 1997;

     --$2,385,000 Oklahoma County Industrial Authority, health
care refunding revenue bonds (NBA-Oklahoma Christian Home
Project), series 1997;

     --$2,195,000 Health and Educational Facilities Authority of
the State of Missouri, health facilities revenue bonds (NBA-
Woodhaven Learning Center Project), series 1996A;

     --$725,000 Colorado Health Facilities Authority, tax-exempt
health facilities revenue bonds (NBA-Colorado Christian Home
Project), series 1996A;

     --$2,725,000 Illinois Development Finance Authority, health
facilities revenue bonds (NBA-Barton W. Stone Christian Home
Project), series 1996;

     --$4,570,000 Colorado Health Facilities Authority, health
facilities authority tax-exempt health facilities revenue bonds
(NBA-Village at Skyline Project), series 1995A;

     --$4,735,000 Jacksonville (FL) Health Facilities Authority,
industrial development revenue bonds (NBA-Cypress Village
Florida Project), series 1994;

     --$3,750,000 Health and Educational Facilities Authority of
the State of Missouri, health facilities revenue bonds (NBA-
Lenoir Retirement Community Project), series 1994;

     --$8,2000,000 Jacksonville (FL) Health Facilities
Authority, industrial development revenue bonds (NBA-Cypress
Village Florida Project), series 1993;

     --$24,495,000 Jacksonville (FL) Health Facilities
Authority, revenue refunding bonds (NBA-Cypress Village Florida
Project), series 1992;

     --$23,085,000 City of Indianapolis, Indiana, economic
development refunding and improvement revenue bonds (NBA-Robin
Run Village Project), series 1992;

     --$4,5855,000 Industrial Development Authority of Cass
County, Missouri, industrial revenue refunding bonds (NBA-
Foxwood Springs Living Center Project), series 1992;

     --$1,895,000 Bexar County (TX) Health Facilities
Development Corp., tax-exempt health facilities revenue bonds
(NBA-Patriot Heights Project), series 1992B.


NAVISTAR: Completes Sale of $190-Mill. Senior Convertible Bonds
---------------------------------------------------------------
Navistar International Corporation (NYSE: NAV) has priced $190
million of new senior convertible bonds to be sold in a private
placement.

Of the net proceeds, $100 million will be used to repay the
aggregate principal amount of existing 7.0 percent senior notes
due February 1, 2003. The remaining funds will be used to repay
other existing debt. The bonds will be sold in a private
placement and priced to yield 2.5 percent with a conversion
premium of 30.0 percent on a closing price of $26.70.

The securities offered will not be or 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.

Simultaneous with the issuance of the convertible bonds,
Navistar will enter into two derivative contracts, the
consequences of which will allow the Company to eliminate share
dilution associated with the convertible debt from the
conversion price of the bond up to a 100 percent premium over
the share price at issuance. The maturity and terms of the
derivatives match the maturity of the convertible bonds. These
contracts are not expected to affect earnings per share.

In connection with this arrangement, the seller of the
derivative has informed Navistar that it intends to purchase
Navistar common shares in open-market transactions upon
completion of the distribution of the convertible bonds.

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

As reported in Troubled Company Reporter's Wednesday Edition,
Standard & Poor's 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.


NCI BUILDING: Reports Improved Fiscal 2002 Financial Results
------------------------------------------------------------
NCI Building Systems, Inc. (NYSE: NCS), announced an increase in
earnings to $32.1 million, for its fiscal year ended Nov. 2,
2002, up from $16.5 million in fiscal 2001. Sales for fiscal
2002 totaled $953.4 million compared with $954.9 million for
fiscal 2001. NCI also announced that its earnings for the fourth
fiscal quarter were above the guidance previously provided by
the Company. Earnings for the quarter increased to $11.6 million
from $5.3 million in the year-earlier quarter.

The above earnings for the fourth quarter and fiscal year ended
Nov. 2, 2002 exclude an extraordinary charge of $0.04 per share
related to financing costs from the Company's early retirement
of debt. During fiscal 2002 NCI adopted the required new SFAS
142 accounting standard related to amortization of goodwill.
This change required a non-cash charge for the cumulative effect
of SFAS 142 that led to a net loss for fiscal 2002 of $33.8
million. The elimination of amortization of goodwill as a result
of SFAS 142 added $0.60 per diluted share to earnings for fiscal
2002.

Johnie Schulte, Jr., President and Chief Executive Officer,
remarked, "NCI achieved a noteworthy increase in earnings in
fiscal 2002, a period in which most other companies in the metal
construction industry showed declines or were forced by
financial difficulties to make serious cutbacks in their
operations and services. NCI's fundamental operating advantages,
that equip us to provide meaningful value to our customers,
enabled us to achieve sustained profitability during this
extremely difficult period for the metal construction industry.
We started fiscal 2002 with indications that the recession in
the commercial building industry was going to persist. That
indeed proved to be the case even after we entered the spring
when the seasonal factors that typically provide a stimulus for
an increased pace of construction were not sufficient to reverse
the slide in the industry figures. Various trade reports
estimate that spending on non-residential construction declined
at least 10% in 2002. As one of the steepest drops in more than
three decades, this slide in construction activity led to losses
for some participants and to serious financial problems for many
others. We believe this cyclical downturn will prove temporary,
but the immediate outlook continues to be characterized by
delays in orders and a general reluctance by contractors to
start on new, planned projects. We have used this pause in the
long-term growth of the metal construction industry not only to
solidify our relationships with customers but also to expand our
account base. We are pleased with the results of our sales
programs that highlight the breadth of our product line, our
proven ability to deliver innovative building solutions and the
financial strength that has helped us form working relationships
with leading builders throughout the nation. We are confident
that these efforts to broaden our marketing platform will
position us well to resume our established record of profitable
growth."

A.R. Ginn, Chairman of the Board, remarked, "An important factor
that contributed to our strong performance relative to
competitors is our cultural focus on containing operating
expenses. We have the advantage of larger fabrication facilities
serving satellite centers that can provide fast, reliable
deliveries to their markets. During fiscal 2002 we recognized
the opportunity to rationalize our capacity further and are very
pleased with the additional savings that are accruing from the
actions we took to shift resources to achieve even higher
economies of scale. We also took advantage of our financial
position to open a new plant in an attractive market where we
are starting to increase our penetration. This expansion against
the backdrop of plant closures and operational cutbacks by
others underscores our enthusiasm for the metal construction
industry and the edge we have because of our strong balance
sheet.

"One of our key strategic goals for fiscal 2002 was to use our
positive cash flow to reduce our debt further, while still
funding the projects necessary to support future operations. We
successfully cut our debt by $70.2 million in fiscal 2002,
following the $49.8 million reduction achieved in fiscal 2001.
We should generate at least $50 million in free cash flow during
fiscal 2003, adding to our balance sheet options and flexibility
to seize opportunities that offer long-term potential. For the
first fiscal quarter of 2003, we believe it will be difficult to
show much, if any, improvement in sales; but estimate that the
success of our efforts to improve efficiency will lead to a gain
of at least 20% in earnings per diluted share compared with
$0.17 per diluted share in the first quarter of fiscal 2002. The
uncertainty of the outlook for general construction spending,
and upside leverage in our operating structure, makes it
difficult to provide specific guidance for earnings for all of
fiscal 2003 at this time. We remain positive about NCI's
potential beyond fiscal 2003. Assuming a sustained recovery in
non-residential construction, we believe that our success in
maintaining a low-cost operating structure should enable us
eventually to achieve record annual earnings, exceeding the
earnings of $2.39 per diluted share we attained as recently as
three years ago."

NCI Building Systems, Inc., is one of North America's largest
integrated manufacturers of metal products for the non-
residential building industry. The Company operates
manufacturing and distribution facilities located in 16 states
and Mexico.


NCS HEALTHCARE: Court Enjoins Implementation of Genesis Merger
--------------------------------------------------------------
NCS HealthCare, Inc., (OTC Bulletin Board: NCSS) announced that
the Delaware Chancery Court had entered an order preliminarily
enjoining the implementation of NCS's proposed merger with
Genesis Health Ventures, Inc., including the special meeting of
shareholders to vote on that transaction which was scheduled for
December 12, 2002.  Accordingly, the special meeting of
shareholders has been postponed.

NCS intends to seek an interlocutory appeal of the Delaware
Chancery Court's order, which the Delaware Chancery Court has
agreed to certify.

NCS HealthCare, Inc., is a leading provider of pharmaceutical
and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and
hospitals.  NCS serves approximately 199,000 residents of long-
term care facilities in 33 states and manages hospital
pharmacies in 10 states.

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

NCS Healthcare's September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $111 million.


NORTEL NETWORKS: Expands Relationship with ScanSoft Inc.
--------------------------------------------------------
ScanSoft, Inc. (Nasdaq:SSFT), a leading supplier of imaging,
speech and language solutions, announced an agreement with
Nortel Networks, a global provider of automated communications
technology and infrastructure, to offer ScanSoft(R) RealSpeak(R)
text-to-speech (TTS) software for Nortel Networks customer
deployments.

With systems deployed and operating worldwide, Nortel Networks
is a technology and market leader in speech-enabled solutions.
As part of the agreement between the companies, Nortel Networks
will integrate ScanSoft's RealSpeak TTS technology with its
interactive voice response platforms.

ScanSoft RealSpeak is the most widely used product for
converting text into natural sounding, synthesized speech. The
product is used for a wide range of applications, including
reading emails for unified messaging systems, providing prompts
for interactive voice response applications, and speech-enabling
mobile, automotive, game and PC/multimedia applications.

"ScanSoft is pleased to work with Nortel Networks to enhance its
speech-enabled systems and services," said Wayne Crandall,
senior vice president of sales and business development at
ScanSoft. "We believe Nortel Networks is increasing the value of
its products for users by incorporating ScanSoft's text-to-
speech technology."

ScanSoft RealSpeak supports a range of operating systems,
including Microsoft Windows, Windows CE and Windows CE for
Automotive, as well as Intel-based Linux systems. It is
available in up to 19 languages, depending upon platform,
including US and UK English, German, French, Dutch and Belgian
Dutch, Castilian and Mexican Spanish, Italian, European and
Brazilian Portuguese, Norwegian, Polish, Swedish, Danish,
Cantonese and Mandarin Chinese, Korean and Japanese.

ScanSoft, Inc., is a leading supplier of imaging, speech and
language solutions that are used to automate a wide range of
manual processes--saving time, increasing worker productivity
and improving customer service. For additional information on
the company, please visit http://www.ScanSoft.com.

Trademark reference: ScanSoft and RealSpeak are registered
trademarks of ScanSoft, Inc. in the United States and other
countries. Nortel Networks is a trademark of Nortel Networks.
All other company or product names referenced herein may be the
trademarks of their respective holders.

Incorporated under Canadian law and headquartered in Brampton,
Ontario, Nortel Networks Limited is a leader in networking and
communications solutions and infrastructure for service
providers and corporations.

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at about 63 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for  
real-time bond pricing.


NORTHWEST BIOTHERAPEUTICS: Closes Transaction with Medarex Inc.
---------------------------------------------------------------
Northwest Biotherapeutics, Inc., (Nasdaq: NWBT) has signed an
agreement with Medarex, Inc., (Nasdaq: MEDX) providing Northwest
Biotherapeutics, Inc., with $3 million in funding, potential
future royalties, and certain diagnostic rights for two of the
three cancer-related disease targets being acquired by Medarex.
These targets were previously co-owned by the companies. This
agreement also provides Medarex with the assignment of certain
patents related to the acquired targets for the development and
commercialization of antibody-based products including fully
human anti-PSMA (prostate specific membrane antigen) antibodies
for the potential treatment of prostate cancer.

In addition, the agreement provides for NWBio to reacquire all
development and commercialization rights it had previously
granted to Medarex to five potential additional cancer-related
disease targets. One of these targets is CXCR4, a potential
antibody, anti-sense and small molecule target found in
preclinical evaluations to be over expressed in multiple cancers
and to be involved in tumor growth and metastasis. Medarex will
receive 2,000,000 shares of NWBio common stock and warrants to
purchase an additional 800,000 NWBio shares at market value for
these rights.

"This deal represents a major milestone in our efforts to
reposition NWBio for the future. It provides funding for the
coming year and returns important technology rights for the
implementation of our revised and streamlined strategic
initiatives," said Daniel O. Wilds, President and Chief
Executive Officer of NWBio.

Dr. Alton L. Boynton, Chief Operating and Scientific Officer,
and one of NWBio's founders, commented, "The scientific and
potential commercial and medical importance of the targets being
reacquired by NWBio is just beginning to be recognized. One of
our strategic initiatives for 2003 will be to further establish
the value of these targets and to position them for future
clinical trials."

Northwest Biotherapeutics is a biotechnology company focused on
discovering, developing and commercializing immunotherapy
products that safely generate and enhance immune system
responses to effectively treat cancer. The Company's strategy is
to combine its expertise in dendritic cell biology, immunology
and antigen discovery with its proprietary technologies to
develop cancer therapies. If successful in restructuring as a
pre-clinical antibody and dendritic cell development company,
NWBio will shift its research focus to further develop
diagnostic and therapeutic antibodies against its proprietary
cancer targets for potential use in new cancer products. It will
also continue refinement of its next generation system for cost
effectively producing high purity dendritic cells and dendritic
cell precursors.

                           *   *   *

As reported in the October 11, 2002, issue of the Troubled
Company Reporter, the Company retained C.E. Unterberg, Towbin to
assist in searching out strategic and financial alternatives,
including the sale or merger of the Company or any of its
development programs or raising additional funds. There can be
no assurance that we will be able to sell or merge the Company
or to raise additional funds on terms favorable to us or to our
stockholders, or at all. Our failure to raise sufficient
funds will require us to eliminate some or all of our product
development efforts and significantly limit our ability to
operate as a going concern. If additional funds are raised by
issuing equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience
substantial dilution or such equity securities may provide for
rights, preferences or privileges senior to those of the holders
of our common stock.


OWENS-BROCKWAY: S&P Rates $175-Mill. Senior Secured Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to Owens-Brockway Glass Container Inc.'s
$175 million senior secured notes due 2012. Owens-Brockway is
wholly owned subsidiary of Toledo, Ohio-based Owens-Illinois
Inc.

Standard & Poor's said that at the same time it has affirmed its
'BB' corporate credit rating on Owens-Illinois. Total debt
outstanding was about $5.4 billion at Sept. 30, 2002. Proceeds
of the proposed note offering will be used to repay a portion of
the company's outstanding bank debt.

"The Owens-Illinois affirmation incorporates expectations that
the company's asbestos liability will remain manageable and that
management's efforts to improve cash flow protection measures
will be realized in the near-to intermediate-term", said
Standard & Poor's credit analyst Paul Vastola.

Standard & Poor's said that its ratings on Owens-Illinois Inc.
and its related entities reflect the company's aggressive
financial profile and meaningful concerns regarding its asbestos
liability, offset by an above-average business position and
strong EBITDA generation.


PANACO INC: Secures Exclusivity Extension through January 31
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of Texas, Panaco, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until January 31, 2003, the exclusive right to file
their plan of reorganization, and until March 31, 2003, to
solicit acceptances of that Plan from their creditors.

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002. Monica
Susan Blacker, Esq., at Neligan Stricklin LLP represents the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed $130,189,000 in assets
and $170,245,000 in debts.


PBG AIRCRAFT: S&P Keeps Watch on Ratings Following UAL's Filing
---------------------------------------------------------------
Standard & Poor's said its ratings on aircraft notes issued by
PBG Aircraft Trust remain on CreditWatch with negative
implications, where they were placed on August 16, 2002. This
CreditWatch update follows the bankruptcy of United Air Lines
Inc., which leases some aircraft in the portfolio that secures
the notes.

"PBG Aircraft Trust's diverse portfolio of U.S. airline credits
limits somewhat the potential impact of United's bankruptcy,"
said Standard & Poor's credit analyst Philip Baggaley. "United
leases two B737-300s and an affiliate leases a BAe146-300
regional jet, together representing about 22% of the total
aircraft value in PBG Aircraft Trust's portfolio," the analyst
continued. PBG Aircraft Trust is a Delaware trust formed by PBG
Capital Partners LLC, which is in turned owned equally by units
of Pitney Bowes Credit Corp. (PBCC, AA/Stable/A-1+) and GATX
Financial Corp. (formerly GATX Capital Corp., BBB/Negative/A-3).
The 14 aircraft that are owned directly or indirectly (through
owner trusts) by PBG Aircraft Trust were acquired 1986-1989 by
PBCC and are leased to five U.S. airlines, a U.S. airline
holding company (Air Wisconsin Inc.) which subleases to a
U.S. airline, and a unit of debis AirFinance N.V. (N.R.;
originally GPA Group Ltd.), which in turn leases that aircraft
to a seventh U.S. airline.

Ratings were lowered to current levels on August 16, 2002,
following the downgrade of United Air Lines. The outlooks on
long-term ratings of all of the solvent airline lessees are
currently negative.

               PBG Aircraft Trust Aircraft
              (Directly Or Indirectly Owned)

                         Curr.  Orig.                     %
                         Airl.  Airl.                 Aircraft
Lessee                   Rtg    Rtg   Aircraft         Value

Air Wisconsin Inc.       D      BB+   1 BAe 146-300        5
(gtd. by UAL Corp.; sub-lessee: Air Wisconsin Airlines Corp.)

American Airlines Inc.   BB-    BBB-  4 MD83, 2 MD82      37

GPA Leasing              N.R.   BB-   1 A320-200          11
(gtd. by debis AirFinance; sub-lessee: America West Airlines
Inc. Inc.)

Horizon Air Industries
   Inc.                  BB     BB+   1 DHC8-100           2
(gtd. by Alaska Air Group Inc.

Northwest Airlines Inc.  BB-    BB    1 B757-200          11

Southwest Airlines Co.   A      A-    2 B737-300          16

United Air Lines Inc.    D      BB+   2 B737-300          17


PERKINELMER: Weak Credit Measures Spur S&P to Cut Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured note ratings on PerkinElmer Inc., to 'BB+'
from 'BBB-', based on weak credit measures for the rating and
subpar operating performance in 2002. At the same time, Standard
& Poor's assigned a 'BB+' bank loan rating to the proposed $445
million senior secured credit facilities due 2008 and a 'BB-'
rating to the proposed $225 million of senior subordinated notes
due 2012. Ratings were removed from CreditWatch where they were
placed on October 30, 2002.

The prior bank loan rating and the short-term rating were
withdrawn.

The outlook on the Wellesley, Mass.-based diversified technology
provider is stable. Total debt outstanding is $661 million
(including synthetic leases and accounts receivable
securitization).

PerkinElmer focuses on Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Management recently decided
not to divest the Fluid Sciences business.

Management's refinancing actions extend potential near-term
maturities and enhancing liquidity, but they do not materially
improve credit measures. Proceeds from the proposed debt issue
and term loan portion of the credit facilities will be used to
repay amounts outstanding under the existing credit facility,
repurchase outstanding LYONs notes, and repurchase outstanding
senior notes.

"We expect material debt reduction in the next year along with
improved operating performance to result in stronger credit
measures that are more consistent with the rating," said
Standard & Poor's credit analyst Andrew Watt.

PerkinElmer's business profile benefits from leading market
positions in attractive segments of the life sciences market, a
good recurring revenue base in the company's life sciences and
analytical instruments business, as well as global operational
scope. A weaker capital spending environment in major end-
markets is likely to continue to challenge management's efforts
to significantly improve operating performance in the near term.


PUBLIC SERVICE ENTERPRISE: Trust Issuing $180MM 8.75% Preferreds
----------------------------------------------------------------
Public Service Enterprise Group Incorporated and PSEG Funding
Trust II, a Delaware statutory trust of which PSEG is sole
depositor, announced (December 11, 2002) the pricing of
7,200,000 of the Trust's 8.75% Preferred Securities, through a
group of underwriters led by Merrill Lynch & Co., Morgan Stanley
and UBS Warburg.

The Preferred Securities will pay a quarterly distribution of
2.1875%, have a liquidation amount of $25, and will be sold to
the public at a price of $25 per security. Application has been
made to list the Preferred Securities on the New York Stock
Exchange.

The Trust's sole purpose is to issue the Preferred Securities.
Under this structure, the proceeds of this issuance will be used
by the Trust to purchase a series of PSEG's subordinated
debentures which will have an interest rate equal to the
distribution rate of the Preferred Securities. PSEG's service
payments on the subordinated debentures will then be used by the
Trust to pay distributions on the Preferred Securities. The
Preferred Securities are callable at par after five years and
are mandatorily redeemable upon the maturity of the subordinated
debentures on December 31, 2032.

PSEG will use the net proceeds from the sale of its subordinated
debentures to repay short-term indebtedness.

At September 30, 2002, Public Service Enterprise's balance sheet
shows that total current liabilities exceeded total current
assets by about $1.4 billion.


RITE AID CORP: Will Publish Third Quarter Results on Thursday
-------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) will release financial
results for its Third Quarter, which ended November 30, 2002, on
Thursday, December 19, 2002.

The Company will hold an analyst call at 10:30 a.m. Eastern
Standard Time (7:30 a.m. Pacific Standard Time) with remarks by
Rite Aid's management team. The call will be broadcast via the
internet and can be accessed through the Web sites
http://www.riteaid.comand http://www.StreetEvents.com

A playback of the call will be available on the internet at
http://www.riteaid.comand http://www.StreetEvents.comstarting  
at 2 p.m. Eastern Standard Time Thursday, December 19. The
playback will be available on both sites until the company's
next conference call.

A playback of the call will also be available by telephone for
48 hours beginning at 2 p.m. Eastern Standard Time on December
19 and ending at 2 p.m. Eastern Standard Time on December 21.
The playback number is 1-800-642-1687 from within the U.S. and
Canada or 1-706-645-9291 from outside the U.S. and Canada with
the seven-digit reservation number 7104918.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $15 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the
company's Web site at http://www.riteaid.com

Rite Aid's August 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $92 million.

Rite Aid Corporation's 7.70% bonds due 2027 (RAD27USR1) are
trading at about 66 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RAD27USR1for  
real-time bond pricing.


ROUNDY'S INC: S&P Affirms BB- Credit Rating over Stable Sales
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Roundy's Inc.  The outlook is positive.

Roundy's plans to issue $75 million of senior subordinated debt
as an add-on to the company's $225 million 8.875% senior
subordinated note issue due 2012. The notes will be issued
pursuant to Rule 144A with registration rights.

Proceeds from the transaction will be used to fund the
acquisition of seven Pick 'n Save stores from Prescott
Supermarkets Inc. and for general corporate purposes.

Approximately $564 million of debt is affected by this action.

"The rating affirmation is based on Roundy's stable sales and
earnings performance despite a challenging operating environment
and our belief that Roundy's credit protection measures will not
be greatly impacted by the additional debt," said Standard &
Poor's credit analyst Patrick Jeffrey.

Roundy's retail operations have increased significantly over the
past two years through the acquisition of 24 Pick 'n Save stores
in 2000, 21 Copps stores in 2001, and 11 Pick 'n Save stores in
2002. Through these acquisitions, Roundy's established the
leading retail market position in the Milwaukee market, with a
40% share (including licensed Pick 'n Save stores) according to
the 2002 Market Scope.

Roundy's leading retail market position in Milwaukee and stable
food wholesale operations provide support for the ratings. An
upgrade could be considered over the next two years if the
company is able to improve operating efficiencies in its retail
stores and maintain stability in its wholesale operations.


RSL COM U.S.A.: Completes Sale of Businesses to WorldxChange
------------------------------------------------------------
I-Link Incorporated (OTC-BB:ILNK) said that its wholly-owned
subsidiary, WorldxChange Corp., has completed the purchase of
the Enterprise and Agent business of RSL COM U.S.A., Inc.  The
acquisition includes the assets used by RSL to provide long
distance voice and data services, including frame relay, to
small and medium size businesses, and the assets used to provide
long distance and other voice services to small businesses and
the consumer/residential market, together with the existing
customer base of the Enterprise and Agent business.

WorldxChange paid a purchase price of $7.5 million, subject to
certain closing balance sheet adjustments, and agreed to pay up
to an additional $3.0 million on March 31, 2004, contingent upon
the achievement of certain revenue levels by the Direct business
for the year 2003. RSL's revenue run rate, based on annualized
current operations, is approximately $50 million.

RSL had filed for bankruptcy on March 16, 2001, under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York. The Bankruptcy Court approved
the acquisition, which was also subject to the approval of the
Federal Communications Commission and various state public
utility commissions.

RSL's A&R business is a natural fit with WorldxChange's current
business strategy and the migration of its existing traffic to
WorldxChange's network is expected to be significantly
accretive. RSL's customers will benefit from WorldxChange's
network coverage and international routing capabilities.

RSL's Direct business represents a strategic expansion of
WorldxChange's customer channels. The migration of the Direct
voice traffic to WorldxChange's network is also expected to be
accretive, while the Direct data network will be a new area of
focus for WorldxChange. This new channel has the potential to
add significant value to the Company due to the long-term nature
of the Direct customer contracts. WorldxChange will retain the
Direct business value proposition of superior customer care and
customized solutions.

The RSL transaction is an excellent example of WorldxChange's
strategy of making "bolt-on" acquisitions that will increase the
utilization of its network capacity and consequently be
accretive to earnings.

Allan Silber, Chairman of I-Link's board of directors, said,
"The sale of our I-Link Communications Inc. business, which was
announced a few days ago, allows us to concentrate on building
WorldxChange as well as pursue licensing opportunities for our
VoIP patents and technology. WorldxChange's RSL acquisition will
make a significant contribution to earnings and cash flow."

Headquartered in Draper, Utah, I-Link Incorporated (OTC-
Electronic Bulletin Board: ILNK) has developed a proprietary,
software-defined communications platform which unites
traditional telecommunications capabilities with data Internet
Protocol (IP) systems to converge telecommunications, wireless,
paging, voice-over-IP (VoIP) and Internet technologies. Through
its subsidiary, WorldxChange Corp., I-Link provides
international and domestic long distance services. For further
information, visit I-Link's Web site at http://www.i-link.com  

Headquartered in San Diego, California, WorldxChange Corp., is a
facilities-based communications carrier that provides
international and domestic long-distance services. WorldxChange
has on-net coverage in most of the US Local Access and Transport
Areas, and has points of presence in over 30 US cities and 10
switches in seven US cities. The Company backbone is comprised
of circuits from a variety of vendors. In addition to providing
discounted long distance services to both residential and small
business customers, including "1+" and "dial-around",
WorldxChange offers a multi-level marketing program. For further
information, visit WorldxChange's Web site at
http://www.worldxchange.com


RURAL CELLULAR: Enters Services Agreement with Call Sciences
------------------------------------------------------------
Call Sciences, a leading provider of hosted messaging and
enhanced communications solutions, has signed an agreement with
Rural Cellular Corporation, of Alexandria, Minn., to offer Call
Sciences' Personal Assistant(R) services to RCC customers.

Under the terms of the four-year agreement, Call Science will
provide RCC with a full complement of hosted communication
services including voice mail, email, fax, conference calling
and single number service, which RCC will resell to its
customers.  Call Sciences also will provide technical support
and training for RCC customer service and sales professionals.

The agreement supports RCC's initiative to deliver specialized
data related services to RCC customers allowing them to access
and manage all voice mail, faxes, and email using a single user
interface and have selected pieces of information or
entertainment delivered throughout the day.

"We examined several approaches to developing a unified
communications product and providing the customers in our rural
service areas a full plate of data enhancements to their voice
service," said Richard Ekstrand, president and CEO of RCC.  
"Call Sciences' strong reputation in the industry for providing
a quality product and solid customer service will enable us to
build and deliver exceptional data services."

"RCC's initiative is significant to the wireless market where
competition continues to heat up," said Mike McCoy, CEO and
President of Call Sciences. "RCC will be offering its customers
innovative, end-to-end wireless solutions, key to retaining
customers and growing its customer base.  We're pleased to
partner with an industry leader such as RCC and are working
closely with other RCC partners to deliver on the integrated
service initiative."

Other RCC partners include Data One Source, a Short Messaging
Service Center provider, and Pinnacor, formerly ScreamingMedia,
a provider of business and financial information and analytical
applications.  As a result of the combined partnership, RCC
customers will have access to a unified wireless platform that
allows them to manage all their information and communication
needs.

Founded in 1993, Call Sciences offers hosted enhanced
communication services to service providers and corporations
that deliver personal communication services such as email, fax,
voicemail and one number service to their customers, subscribers
and employees.  Call Sciences is headquartered in Edison, New
Jersey and is privately held.  For more information, visit the
company's Web site at http://www.callsciences.com  

A leading rural service provider headquartered in Alexandria,
Minnesota, Rural Cellular Corporation (Nasdaq: RCCC) was
established in 1990 and conducted its initial public offering in
February 1996.  RCC has completed a series of acquisitions
increasing its population served from 600,000 to 5,893,000
covering the Midwest, Northeast, South and Northwest Regions.  
From its array of services including cellular, paging, long
distance and PCS, RCC tailors its offering to address the needs
of each of its rural markets in 14 states. Additional
information about RCC is available at http://www.rccwireless.com

At September 30, 2002, Rural Cellular's balance sheet shows a
total shareholders' equity deficit of about $34 million.

Rural Cellular Corp.'s 9.75% bonds due 2010 (RCCC10USN1),
DebtTraders says, are trading at 47 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RCCC10USN1
for real-time bond pricing.


RUSSELL CORP: Declares Quarterly Dividend Payable February 17
-------------------------------------------------------------
The Board of Directors of Russell Corporation (NYSE: RML)
declared its regular quarterly dividend of $.04 per common
share, payable February 17, 2003, to shareholders of record on
February 3, 2003.

This represents the 159th consecutive quarterly dividend paid by
the Company.

Russell Corporation is a leading branded athletic, activewear,
and outdoors company with over a century of success in marketing
athletic uniforms, apparel and accessories for a wide variety of
sports, outdoor and fitness activities.  The Company's brands
include: Russell Athletic(R), JERZEES(R), Mossy Oak(R), Cross
Creek(R), Discus(R) and Moving Comfort(R). The Company's common
stock is listed on the New York Stock Exchange under the symbol
RML and its Web site address is http://www.russellcorp.com

                          *    *    *

As reported in Troubled Company Reporter's April 4, 2002
edition, Standard & Poor's assigned a corporate credit rating of
'BB+' to apparel manufacturer Russell Corp. It also assigned
ratings to the company's proposed $375 million senior secured
credit facility and proposed $200 million senior unsecured note
issue at 'BB+' and 'BB' respectively.

The ratings reflect Atlanta, Georgia-based Russell's
participation in the highly competitive and volatile apparel
industry, which is subject to changing consumer preferences and
a consolidating retailer base. Somewhat mitigating these factors
are the company's well known brand name, its strong market
position, and its moderate financial profile.


SANDISK: S&P Assigns B/CCC+ Corporate Credit & Sub. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to SanDisk Corp., and its 'CCC+' subordinated debt
rating to SanDisk's $150 million convertible subordinated notes,
due 2006. Santa Clara, California-based SanDisk is a leading
manufacturer of various formats of flash memory cards for use in
a range of consumer electronics, including digital cameras, as
well as industrial and telecommunications applications.

SanDisk has total debt outstanding of $150 million. The outlook
is stable.

The market for flash cards has grown rapidly over the past year
with the growth of such consumer electronics products as digital
cameras, which incorporate flash memory. SanDisk has
preferential access to leading-edge, low-cost flash chip supply
through FlashVision, a joint venture fabrication facility in
Japan and supply contracts with leading manufacturers, including
Toshiba Corp., Hitachi Ltd., United Microelectronics Corp., and
Samsung Electronics Co. Ltd. These positive factors are offset
by the sometimes-extreme volatility in pricing and volumes of
the flash memory market.

Demand for flash card-based memory is expected to increase
significantly in coming years, with the camcorder and mobile
phone markets incorporating flash, but SanDisk could face
increased competition from significantly larger competitors,
including current partners, Toshiba and Samsung.

SanDisk's liabilities include an indemnification obligation to
Toshiba against 50% of the FlashVision joint venture's equipment
leases, if FlashVision fails to make payments. That contingent
liability was estimated at $146 million as of September 2002.
SanDisk also has a take-or-pay contract for 50% of the output of
the FlashVision joint venture, which could mean unplanned
inventory accumulation if end-market demand slows down.

"Although SanDisk faces unpredictable demand, its cash position
should provide a cushion over the intermediate term as the
company tries to capitalize on the expected rapid growth in the
market for flash cards," said Standard & Poor's credit analyst
Joshua G. Davis.


SASOL DHB HOLDINGS: Case Summary & 3 Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Sasol DHB Holdings, Inc.
             12955 Courthouse Blvd
             Rosemount, MN 55068

Bankruptcy Case No.: 02-84524

Type of Business: Holding company for group of companies
                  engaged in manufacture and distribution of
                  explosives, chemicals and fertilizers for the
                  mining, industrial and agricultural markets

Chapter 11 Petition Date: December 6, 2002

Court: District of Minnesota

Judge: Robert J. Kressel  

Debtors' Counsel: James L. Baillie, Esq.
                  Fredrikson & Byron, P.A.
                  4000 Pillsbury Center
                  200 South Sixth Street
                  Minneapolis, MN 55402-1425
                  Tel: 612-492-7000
                  Fax: 612-492-7077  

Total Assets: $50,881,436

Total Debts: $28,222,546

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sasol Chemical Industries   Notes                  $21,575,475
Ltd.
1 Sturdee Ave
Rosebank, 2196
PO Box 5485
Johannesburg 2000
Republic of South Africa

Schmid, Ernest R.          Non-compete              $4,409,630
3873 Berg Road             & promissory
Hibbing, MN 55746          note 7/18/97

Bednar, David H.           Expenses,                  $265,193
330 Salem Church Road      promissory note
Saint Paul, MN 55118


SEITEL INC: Delivers Debt Restructuring Proposal to Noteholders
---------------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) has submitted to its
Noteholders a proposal to restructure the Company's Notes, in
accordance with the recently executed standstill agreement.  The
Company continues to be encouraged by the ongoing discussions
with the Noteholders concerning a long-term modification of the
Senior Note Agreements.

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

As reported in Troubled Company Reporter's December 5, 2002
edition, Seitel, Inc., reached an agreement with its Noteholders
to extend the previously announced standstill agreement. Under
the terms of the extension, the Senior Noteholders have agreed
to forebear from exercising any rights and remedies they have
against the Company related to the previously reported events of
default under the Senior Note Agreements until June 2, 2003.  In
addition, the extended standstill agreement provides for the
deferral, until June 2, 2003, of the $10 million principal
payment previously scheduled to be due to certain of the
Noteholders on December 30, 2002. Interest on the Notes
continues to be payable on a monthly basis.

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


SINCLAIR BROADCAST: Receives Tenders & Consents for 8-3/4% Notes
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., (Nasdaq: SBGI) announced that,
in connection with its tender offer for and its consent
solicitation with respect to all of its outstanding 8-3/4%
Senior Subordinated Notes due 2007, as of 5:00 p.m. on
December 10, 2002, holders representing approximately 80% in
principal amount of the Notes had validly tendered their Notes
and delivered their consents to certain amendments to the
indenture under which the Notes were issued. The proposed
amendments would, among other things, eliminate substantially
all of the indenture's restrictive covenants and certain events
of default from the indenture governing the Notes.

Under the terms of Sinclair's offer to purchase and consent
solicitation statement, which was mailed to all registered
holders of the Notes on December 2, 2002, only holders who
validly tendered their Notes and delivered related consents by
the Initial Expiration will receive total consideration of
$1,043.75 per $1,000 principal amount of such notes. The total
consideration includes a consent payment of $20.00 per $1,000
principal amount of the Notes. The Company announced, however,
that it is extending until 5:00 p.m., New York City time, on
December 11, 2002, the time for holders to tender their Notes
and consents and receive the consent payment. Holders who
validly tender their notes after the consent payment deadline
will only receive tender consideration of $1,023.75 and will not
receive the consent payment.

Sinclair intends to promptly execute a supplemental indenture
incorporating the proposed amendments, as described in the Offer
to Purchase. Although the supplemental indenture will have then
been executed, the proposed amendments will not become operative
unless Sinclair's Offer to Purchase is consummated in accordance
with its terms. If the proposed amendments become operative, the
holders of untendered Notes will be bound thereby.

As previously announced, the tender offer will expire at 12:00
midnight, New York City time, on Monday, December 30, 2002,
unless extended or earlier terminated by Sinclair. Sinclair
currently intends to issue on December 31, 2002, a notice of
redemption, at a redemption price of $1,043.75 per $1,000
principal amount of such notes, with respect to all untendered
8-3/4% Senior Subordinated Notes due 2007 in accordance with the
terms and conditions of the indenture governing the notes.

Sinclair intends to fund the tender offer, and all related costs
and expenses, with the net proceeds of an offering of new senior
subordinated notes, an amendment to its bank credit facility to
permit additional borrowings (which may thereafter be repaid
from the proceeds of a subsequent issuance of new senior
subordinated notes), the net proceeds of other public or private
equity or debt issuances, and/or cash on-hand. The tender offer
is conditioned upon the proposed amendments being adopted,
Sinclair completing arrangements for financing the purchase of
the notes and other general conditions.

Copies of the tender offer and consent solicitation documents
can be obtained by contacting D.F. King & Co., Inc., the
Information Agent for the tender offer and the consent
solicitation, at (800) 848-3416.

J.P. Morgan Securities Inc., is acting as Dealer Manager for the
tender offer and consent solicitation. Questions concerning the
tender offer and the consent solicitation may be directed to
J.P. Morgan Securities Inc. at (800) 245-8812.

Sinclair Broadcast Group, Inc., one of the largest and most
diversified television broadcasting companies, owns and
operates, programs or provides sales services to 62 television
stations in 39 markets. Sinclair's television group includes
FOX, WB, ABC, CBS, NBC, and UPN affiliates and reaches
approximately 24.0% of all U.S. television households. For more
information, please visit Sinclair's Web site at
http://www.sbgi.net  

                         *   *   *

As previously reported, Standard & Poor's assigned its single-
'B' rating to TV station operator Sinclair Broadcast Group
Inc.'s proposed $125 million offering of 8% senior subordinated
due 2012.

The notes are an additional issuance related to the company's
existing 8% subordinated notes due 2012. Proceeds from the
offering plus existing cash and $25 million from the revolving
credit facility, will be used to redeem the company's $200
million 9% notes due 2007. All ratings on Sinclair, including
the double-'B'-minus corporate credit rating, are affirmed.


THINKPATH: Completes Financing Arrangement with Morrison Fin'l
--------------------------------------------------------------
Thinkpath Inc., (OTCBB:THTHF), a market leader in Engineering
Knowledge Management solutions, has completed an arrangement
with Morrison Financial Services Limited to provide the Company
with a C$4 million revolving financing facility. The initial
advance under the facility was used to pay debt obligations to
the Company's bank. This arrangement is crucial as it will take
Thinkpath out of default with its bank and grant a forgiveness
of approximately US$1.5 million in long-term debt, strengthening
the Company's balance sheet.

In a separate but simultaneous transaction, Thinkpath announced
that it has raised US$800,000 in a convertible debt financing
arrangement with a syndicate of investors led by Bristol
Investment Fund, Ltd. The first stage of US$800,000 has been
used towards debt settlement obligations and working capital.
Further, the agreement will allow Thinkpath the opportunity to
raise additional working capital in two more stages if
necessary, up to a total of US$3 million.

Thinkpath (OTCBB:THTHF) is a global provider of technological
solutions and services in engineering knowledge management
including design, drafting, technical publishing, e-learning,
technical training and staffing. Thinkpath enables corporations
to reinvent themselves structurally; drive strategies of
innovation, speed to market, globalization and focus in new and
bold ways. We are experts in the aerospace, automotive,
manufacturing and health care industries.

Headquartered in Toronto, Canada, Thinkpath has 330 employees in
6 offices across North America. Further information about the
company, its services and products can be found at
http://www.thinkpath.com


TRUMP HOTELS: Extends COO Mark A. Brown's Employment Contract
-------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., (NYSE: DJT) has extended
the employment contract of Mark A. Brown, the Company's Chief
Operating Officer, through December 31, 2006.

THCR, through its wholly-owned subsidiaries, owns and operates
Trump Plaza Hotel & Casino, Trump Taj Mahal Casino Resort and
Trump Marina Hotel Casino in Atlantic City, New Jersey, as well
as Trump Indiana, a hotel and riverboat casino at Buffington
Harbor, Indiana on Lake Michigan. Also, THCR, through a wholly-
owned subsidiary, manages Trump 29 Casino located in the Palm
Springs, California area. It is the exclusive vehicle through
which Donald J. Trump will engage in new gaming activities in
both emerging and established gaming jurisdictions in both the
United States and abroad.

                         *     *     *

As previously reported, Standard & Poor's withdrew its single-
'B'-minus corporate credit rating for Trump Casino Holdings LLC
following management's decision to withdraw its planned private
placement of $470 million in mortgage notes backed by the assets
of Trump Marina Casino Resort in Atlantic City, New Jersey, and
the company's riverboat casino in Gary, Indiana. TCH was to be
formed for the purposes of issuing these notes, and for the time
being, will not be established following the decision to
withdraw the offering.

At the same time, Standard & Poor's raised its corporate credit
rating for Trump Hotels & Casino Resorts Holdings, L.P. (THCR)
to triple-'C' from double-'C' due to the company's continued
payment of interest (as required under its 15.5% senior notes
due 2005) and positive operating momentum at the Indiana
riverboat whose cash flow primarily services this obligation.

The outlook for THCR is developing reflecting the desire to
refinance these notes and other subsidiary debt, and the
uncertain prospects for success.


TWINLAB CORP: Fails to Satisfy Nasdaq Continued Listing Criteria
----------------------------------------------------------------
Twinlab Corporation (NASDAQ SmallCap: TWLB) received a NASDAQ
staff determination on December 9, 2002, that its common stock
will be delisted from the NASDAQ SmallCap market effective on
December 17, 2002.

The delisting is a result of Twinlab's failure to meet NASDAQ's
continued listing requirements under Marketplace Rule
4310(C)(2)(B). Twinlab's common stock will be eligible for
trading on the NASD Over-the-Counter Bulletin Board. The OTC
Bulletin Board is a regulated quotation service that displays
real-time quotes, last sale price, and volume information in
over-the-counter equity securities. Information regarding the
OTC Bulletin Board, including stock quotations, can be found on
the internet at http://www.otcbb.com  

Twinlab Corporation, headquartered in Hauppauge, New York, is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.

Additional Twinlab information is available on the World Wide
Web at: http://www.twinlab.com

As previously reported, Twinlab's September 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $5
million.


UNIFORET INC: Canadian Court Fixes January 18 Claims Bar Date
-------------------------------------------------------------
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.,
and Foresterie Port-Cartier Inc., have obtained from the
Superior Court of Montreal an order extending for an additional
period the Court protection afforded to the Company under the
"Companies' Creditors Arrangement Act" in order to proceed with
their motion asking the Court to sanction and approve their
amended plan of arrangement, which has already been approved by
the required majority in each of their seven classes of
creditors. A group of US Noteholders who have already contested,
without success, the composition of the class of US Noteholders-
creditors are contesting this sanction and approval motion, and
the hearing schedule will be fixed by the Court on December 17,
2002. The Company will issue a press release once the exact
hearing dates will have been fixed.

The Company has also obtained a Court order fixing January 18,
2003 as being the bar date for producing proofs of claims.

The Company keeps on its current operations. Suppliers who
provide goods and services necessary for the operations of the
Company are paid in the normal course of business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
P,ribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


UNIROYAL TECHNOLOGY: Has Until January 23 to Decide on Leases
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Uniroyal Technology Corporation and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until January 23, 2003, to decide
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

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


UNITED AIRLINES: Secures Order Restricting Securities Trading
-------------------------------------------------------------
UAL Corp., (NYSE: UAL) said the U.S. Bankruptcy Court has
entered an order that will assist the company in preserving its
net operating losses and outlining reporting requirements for
substantial holders of claims and/or equity.

On December 9, 2002, the U.S. Bankruptcy Court for the Northern
District of Illinois granted a motion, and on December 10
entered an order on the docket, to assist the company in
preserving its net operating losses (NOLs) by prohibiting
certain transfers of (i) claims against the company and (ii)
equity interests in the company. The order will remain in effect
until the Bankruptcy Court holds a hearing to reconsider the
appropriateness of the interim relief. A hearing is currently
set for December 30, 2002.

In general, the NOL order applies to any person or entity that,
directly or indirectly, beneficially owns (or would beneficially
own as the result of a proposed transfer) (i) an aggregate
principal amount of claims against the company equal to or
exceeding $65 million (including one or more leases under which
the company or one of its subsidiaries is a lessee and pursuant
to which payments of $65 million or more, in the aggregate, are
or will become due) (such entity, a substantial claimholder) or
(ii) 2.5 million or more shares of the common stock, on an as-
converted basis, of the company (such entity, a substantial
equityholder). Pursuant to the NOL order, any purchase, sale or
other transfer of claims or equity interests in the company in
violation thereof will be null and void.

For more detailed information, please read the NOL order in its
entirety as attached to the Current Report on Form 8-K to be
filed with the Securities and Exchange Commission.

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

United Airlines' 10.67% bonds due 2004 (UAL04USR1) are trading
at about 12 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


UNITED AIRLINES: Signs-Up Kirkland & Ellis as Lead Counsel
----------------------------------------------------------
United Airlines and its debtor affiliates seek the Court's
authority to employ the law firm Kirkland & Ellis as their lead
counsel to prosecute their chapter 11 cases.

UAL Executive Vice President and Chief Financial Officer
Frederic F. Brace relates that Kirkland has extensive experience
and knowledge in all aspects of Chapter 11 law and practice
before the U.S. Bankruptcy Court.  Kirkland's represented the
Debtors since October 3, 2001, in connection with their
restructuring efforts.  In this process, Kirkland has become
familiar with the Debtors' business affairs and many of the
legal issues that may arise.  Accordingly, the Debtors believe
that Kirkland is both well qualified and uniquely able to
represent them in these Cases in an effective and efficient
manner.

Kirkland & Ellis is expected to:

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

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

  (c) advise the Debtors in connection with any contemplated
      asset sales or business combinations, including the
      negotiation of asset, stock purchase, merger or joint
      venture agreements, formulate and implement bidding
      procedures, evaluate competing offers, draft appropriate
      corporate documents with respect to the proposed sales,
      and counsel the Debtors in connection with the closing of
      such sales;

  (d) advise the Debtors in connection with postpetition
      financing and cash collateral arrangements and negotiating
      and drafting related documents, provide advice and counsel
      with respect to prepetition financing arrangements, and
      provide advice to the Debtors in connection with the
      emergence financing and capital structure, and negotiate
      and draft related documents;

  (e) advise the Debtors on matters relating to the evaluation
      of the assumption, rejection or assignment of unexpired
      leases and executory contracts;

  (f) provide advice to the Debtors with respect to legal issues
      arising in or relating to the Debtors' ordinary course of
      business including attendance at senior management
      meetings, meetings with the Debtors' financial and
      turnaround advisors and meetings of the board of
      directors, and advice on employee, workers' compensation,
      employee benefits, executive compensation, tax,
      environmental, banking, insurance, securities, corporate,
      business operation, contracts, joint ventures, real
      property, press/public affairs and regulatory matters and
      advise the Debtors with respect to continuing disclosure
      and reporting obligations under securities laws;

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

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

  (i) negotiate and prepare, on the Debtors' behalf, plan(s) of
      reorganization, disclosure statement(s) and all related
      agreements and/or documents and take any necessary action
      on the Debtors' behalf to obtain confirmation of such
      plan(s);

  (j) attend meetings with third parties and participate in
      negotiations with respect to these matters;

  (k) appear before this Court, any appellate courts, and the
      U.S. Trustee, and protect the interests of the Debtors'
      estates before courts and the U.S. Trustee; and

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

Subject to periodic adjustments -- and a planned firm-wide
increase on January 1, 2003 -- Kirkland & Ellis will bill United
for legal services at its customary hourly rates.  At the
beginning of 2002, those rates were:

           Position                   Hourly Rates
           --------                   ------------
           Partners                   $390 to $710
           Of-Counsel                 $270 to $685
           Associates                 $225 to $510
           Paralegals                  $55 to $215

Kirkland will also seek reimbursement for all other expenses
incurred in connection with the case including photocopying,
witness fees, travel expenses, filing and recording fees,
telecommunications, postage, messenger charges and other
expenses.

To date, Mr. Brace discloses that Kirkland & Ellis has received
approximately $14,500,000 for prepetition restructuring
services. From that amount, Kirkland holds a $3,000,000 retainer
as of the Petition Date.

James H.M. Sprayregen, Esq., leads the engagement from Kirkland
& Ellis' offices in Chicago.

Mr. Sprayregen assures that Court that Kirkland does not hold or
represent any adverse interest and that Kirkland is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.  Out of an abundance of caution, Mr. Sprayregen
discloses that:

  -- Kirkland represented Trans World Airlines in their latest
     bankruptcy filing and continues to represent TWA's
     Liquidating Trust; and

  -- Kirkland attorneys are participants in the Debtors' Mileage
     Plus frequent flyer program, hold unused United Airlines
     plane tickets; and have a corporate volume discount
     agreement with the Debtors.

Mr. Sprayregen tells the Court that Kirkland will continue to
review its files during these Chapter 11 proceedings to ensure
that no conflicts or other disqualifying circumstances arise.
(United Airlines Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


UNITED AIRLINES: Atlantic Coast Details Payments from Company
-------------------------------------------------------------
Atlantic Coast Airlines, the Dulles, VA-based United Express
regional carrier (Nasdaq: ACAI) announced the following details
of its situation relative to this week's bankruptcy filing by
United Airlines, Inc.:

     * On December 10, 2002, ACA received payment from United
covering amounts due from United for service following the
December 9 bankruptcy filing by United. This payment represents
United's next regular payment for post-petition operations under
the United Express agreement between the parties.

     * As of the date of United's bankruptcy filing, United owed
ACA approximately $10 million for unpaid pre-petition
obligations relating to United Express services prior to the
filing. United has announced it received approval from the U.S.
Bankruptcy Court authorizing, but not requiring, United to honor
pre-petition obligations relating to its express carrier
agreements, which ACA believes gives United the right, but not
the obligation, to pay ACA for these pre-petition amounts. ACA
further believes that, if these pre-petition amounts are not
ultimately paid by United, ACA will have the right to offset
amounts ACA owes United for pre-petition services totaling
approximately $4 million. Therefore, Atlantic Coast Airlines
estimates its net exposure to United is approximately $6
million. ACA will assess whether it will take a reserve against
these amounts at a later time, following the receipt of
additional information from United.

     * On December 10, ACA accepted delivery of a new 50-
passenger CRJ aircraft and closed on permanent financing for
this aircraft. The delivery date had been previously scheduled
based on the date of availability from Bombardier.

     * ACA's immediate CRJ delivery schedule calls for one
additional aircraft to be delivered in December, three in
January and two in February. Financing commitments were in place
for these aircraft prior to United's bankruptcy filing, and
financing parties have informally indicated that they would
presently be prepared to go forward subject to their continuing
assessment of the United situation. ACA presently anticipates
that these aircraft will be delivered according to this
schedule, but will continue to evaluate the situation based on
any further developments with United and on the availability of
financing. The delivery of future scheduled aircraft will also
continue to be assessed on an ongoing basis and remains subject
to ACA's ability to obtain financing and the status of its
United Express agreement.

     * ACA's United Express operations have continued throughout
this week on an uninterrupted regular schedule. ACA joins with
its partners at United in affirming our dedication to doing
what's best for its United Express customers, and remains
focused on delivering the highest levels of performance and
service to our passengers throughout the ACA/United Express
system.

ACA operates as United Express and Delta Connection in the
Eastern and Midwestern United States as well as Canada. The
company has a fleet of 136 aircraft-including 106 regional jets-
and offers over 850 daily departures, serving 84 destinations.

Atlantic Coast Airlines employs over 5,000 aviation
professionals. The common stock of parent company Atlantic Coast
Airlines Holdings, Inc. is traded on the Nasdaq National Market
under the symbol ACAI. For more information about ACA, visit its
Web site at http://www.atlanticcoast.com.


UNITED AIRLINES: Mexicana Airlines Asserts Confidence in Reorg.
---------------------------------------------------------------
Mexicana Airlines expressed its confidence in United Airlines'
decision to file under Chapter 11 of the U. S. Bankruptcy Code
will be successful. "This will give our Star Alliance partner, a
member of the largest airline network in the world, the
opportunity to restore its financial situation without affecting
their national or international operations, including our
combined services," said Fabricio Cojuc Wolfowitz, Strategic
Alliance and Network Planning Director for Mexicana Airlines.

Mr. Cojuc assured that no passengers would be affected since
United Airlines will continue with its regular operations. The
frequent flyer programs and code-share operations will also
remain unchanged. "Of course, Mexicana will continue to promote
the services and operations both companies offer their clients,"
affirmed Mr. Cojuc.

Mr. Cojuc stated that the difficult economic situation troubling
the aeronautical industry on a global scale would not have an
impact on Mexico. "Mexicana has taken all the necessary measures
in order to guarantee an efficient operation which will allow us
to remain a market leader and continue to offer the security and
services our passengers demand," said Mr. Cojuc.

Finally, Mr. Cojuc expressed Mexicana Airlines' support and
solidarity to United Airlines. He stated that Mexicana Airlines'
trust is founded on the strength of United Airlines and its
worldwide coverage which will allow it to overcome its financial
difficulties and once again become a successful participant in
the marketplace.

Mexicana Airlines is the leading international airline of
Mexico. Its fleet is considered one of the youngest in the
world, serving 53 destinations in North, Central and South
America, as well as the Caribbean. As a member of Star Alliance,
the largest airline network in the world, Mexicana Airlines
offers its passengers great benefits such as the accumulation
and use of frequent flyer mileage, access to Executive Lounges,
and efficient flight schedules allowing effective connections to
over 720 destinations around the world.


UNITED AIRLINES: Appoints Doug Hacker as New EVP for Strategy
-------------------------------------------------------------
United Airlines (NYSE:UAL) announced the appointment of Doug
Hacker as executive vice president-Strategy as part of the
company's new officer structure.

Glenn Tilton, chairman, president and chief executive officer of
United Airlines, said: "I am pleased that Doug Hacker will be
leading United's corporate strategy efforts at this important
juncture in our company's history. Moving forward, Doug and the
other officers on our leadership team will be focused on four
core areas that are key to United's emergence from Chapter 11,
including continuous cost reduction, consistent operational
excellence, innovative strategic planning and outstanding
customer service."

In his new position, Doug Hacker will have responsibility for
all corporate strategy and revenue producing functions,
including Corporate Strategic Development, Network Development
(Planning), Project and Cost Management, UAL Loyalty Services,
Cargo, Information Systems, International and Alliances. He will
also temporarily lead United's marketing, sales and branding
efforts as the company conducts an external search for an
executive vice president-Customer.

Hacker, who was an officer of United for seven years beginning
in 1993, returns to the company from his position as president
of UAL Loyalty Services, the wholly-owned subsidiary of UAL
Corp. Prior to this position, Hacker was executive vice
president and chief financial officer of United. Before joining
United, he held a number of senior management positions at
American Airlines in the areas of finance, development and
planning.

Tilton continued: "As we put our new officer structure in place,
we will continue to look at the organization of the rest of the
company, from the director level to the front lines. We must
ensure that we have the right people, performing the right work,
to carry out our business plan and to transform United into the
competitive force that we envision."

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


UNITED AIRLINES: Suspends Service to Caracas, Venezuela
-------------------------------------------------------
United Airlines (NYSE: UAL) is temporarily suspending service to
the Simon Bolivar International Airport in Caracas, Venezuela,
due to a heightened travel warning issued by the U.S. Department
of State.  United has canceled service through Sunday, but will
be evaluating the situation on a daily basis.

"We are temporarily suspending our Caracas service due to the
Department of State's travel warning regarding the continued
civil unrest in Venezuela," said Graham Atkinson, United's
senior vice president - International.  "The safety and security
of our customers and employees is our number one priority."

United serves Caracas with one daily flight from Miami
International Airport using Airbus 320 equipment.  United flight
# 869 departs Miami at 6:55 pm and arrives in Caracas at 11:05
pm.  The return flight # 868 depart Caracas at 8:00 am and
arrives in Miami at 10:20 am.

United operates nearly 1,800 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at
http://www.united.com


US AIRWAYS: Reaches Agreement with Pilots for $100MM Cost Cuts
--------------------------------------------------------------
US Airways and the Air Line Pilots Association have reached a
tentative agreement on additional cost savings that will save
the company approximately $100 million annually, plus additional
pension relief, paving the way for resolution on productivity
agreements with the airline's other unions, and keeping in place
its schedule to meet the final conditions for a federal loan
guarantee and to file its plan of reorganization by Dec. 20,
2002.

The tentative agreement is subject to ratification by the ALPA's
US Airways Master Executive Council.

David Siegel, US Airways president and chief executive officer,
said that during intense talks, the negotiators for the
airline's MEC "showed tremendous leadership and a keen
understanding of what was required in order to successfully
complete our Chapter 11 reorganization."

"We continue to work to secure final approval of our loan
guarantee from the Air Transportation Stabilization Board (ATSB)
and file our plan of reorganization by December 20," said
Siegel. "Our pilot union negotiators worked with us in the
interest of identifying additional cost savings, and preserving
jobs and pensions, and we greatly appreciate their efforts."

Siegel said that ALPA will be communicating directly to its
members about the details of the package, which includes a
combination of productivity improvements, benefit and pension
savings and some temporary wage concessions. The company had
proposed a package of cost reductions entirely from productivity
improvements, but ALPA responded by agreeing to phase-in
productivity changes through attrition in order to prevent more
furloughs, and to take some additional temporary wage cuts. "We
respect ALPA's desire to come up with some creative solutions
that will preserve as many pilot jobs as possible, given the
rather bleak outlook for airline employment right now," said
Siegel.

In exchange, the company has committed to raise the minimum
aircraft in the mainline fleet from 245 to the current fleet of
279. In addition, the company will make MidAtlantic Airways, its
new regional jet subsidiary, a division of US Airways, further
solidifying its commitment to create positions for furloughed
mainline employees.

US Airways mainline employees on furlough will be assigned to
work the regional jets that will be flown by MidAtlantic at
competitive regional airline rates and benefits, but allowing
them to keep their seniority number and providing for
coordination of staffing.

Dr. David Bronner, the chief executive of the Retirement Systems
of Alabama, and the primary lender to US Airways during its
reorganization, praised the news of the agreement between ALPA
and the airline. "I continue to have every confidence that all
employees will step up to this latest challenge and work
constructively with management to find the additional cost
savings that are needed to secure the ATSB loan," said Bronner.
"The cooperation between labor and management and their long-
term outlook to secure success for the airline were primary
reasons for our decision to invest in the company."

Siegel said that discussions continue with the International
Association of Machinists, the Communications Workers of
America, the Transport Workers Union, and the Association of
Flight Attendants.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2), DebtTraders
reports, are trading at about 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.


VANGUARD AIRLINES: Court Fixes December 20 as General Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
has imposed deadlines by which all creditors of Vanguard
Airlines, Inc., who want to assert a claim against the Debtor's
estates must file proofs of claim or be forever barred from
asserting their claims.

All Proofs of Claim must be filed with the Clerk of the United
States Bankruptcy Court for the Western District of Missouri no
later than 4:00 p.m., Central Time, on:

  a. December 30, 2002, as the General Bar Date by which all
     persons and entities holding or wishing to assert a Claim
     against the Debtor must file a proof of such Claim;

  b. the Amended Schedule Bar Date, which is the later of the
     General Bar Date or 30 days after the Creditor is served
     with the Amendment Notice for those creditors whose
     scheduled Claim is amended in the Debtor's Schedules.

  c. the Rejection Bar Date, which is the later of the General
     Bar Date or 30 days after the Court entered an order
     authorizing the rejection of that executory contract or
     unexpired lease; or

  d. the Governmental Unit Bar Date on January 28, 2003.

Proofs of Claim are not required, at this time, to be filed by
any Creditor asserting Claims that are:

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

  b. already properly filed in the Court;

  c. allowable as an administrative expense of the Debtors'
     Chapter 11 case; and

  d. previously allowed by, or paid pursuant to, an order of
     this Court.

Vanguard Airlines, currently shutting down its business, used to
provide all-jet service to 14 cities nationwide: Atlanta,
Austin, Buffalo/Niagara Falls, Chicago-Midway, Dallas/Ft. Worth,
Denver, Fort Lauderdale, Kansas City, Las Vegas, Los Angeles,
New Orleans, New York-LaGuardia, Pittsburgh and San Francisco.
The Company filed for Chapter 11 protection on July 30, 2002.
Daniel J. Flanigan, Esq., at Polsinelli Shalton & Welte, P.C.,
represents the Debtor in its restructuring efforts. When the
company filed for protection from its creditors, it listed total
assets of $39.7 million and total debts of $95.9 million.


VELOCITA CORP: Court Stretches Exclusivity through March 25
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of New
Jersey, Velocita Corp., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until January 24, 2003, the exclusive right to file
their plan of reorganization, and until March 25, 2003, to
solicit acceptances of that Plan from their creditors.

Velocita Corp., is in the business of building a nationwide
broadband fiber-optic network aimed at serving communications
carriers, internet service providers, data providers, television
and video providers, as well as corporate and government
customers. The Company filed for chapter 11 protection on May
30, 2002 in the U.S. Bankruptcy Court for the District of New
Jersey. Howard S. Greenberg, Esq., Morris S. Bauer, Esq., at
Ravin Greenberg PC and Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
As of March 31, 2002, the Company listed $482,807,000 in total
assets and $827,000,000 in total debts.


VISKASE: Court to Consider Discl. Statements & Plan on Dec. 20
--------------------------------------------------------------
Viskase Companies, Inc., filed two Disclosure Statements with
the U.S. Bankruptcy Court for the Northern District of Illinois,
to explain its Prepackaged Plan of Reorganization.  One
disclosure document was filed pursuant to Sec. 1125 (the Shares
Disclosure Statement), and the other pursuant to Sec. 1126(b)
(the Notes Disclosure Statement) of the Bankruptcy Code.

On November 20, 2002, the Court conditionally approved the
Disclosure Statements, finding, at first glance, that they
contain adequate information explaining the Debtors' Plan.

A hearing to consider final approval the Disclosure Statements
and confirmation of the Debtors' Plan is scheduled for
December 20, 2002, at 9:30 a.m., before the Honorable John D.
Schwartz in Chicago.

Any objections to the adequacy of the Disclosure Statements or
to the confirmation of the Plan must be filed with the
Bankruptcy Court before 4:00 p.m. prevailing Central time on
Dec. 16. Copies of the objections must also be served on:

      i. Co-Counsel for Viskase
         Milbank, Tweed, Hadley & McCloy LLP
         1 Chase Manhattan Plaza
         New York, NY 10005   
         Attn: Allan S. Brilliant, Esq.
               Paul D. Malek, Esq.
               Alexandra Steinberg Barrage, Esq.
         
                    -and-
         
         Gardner, Carton & Douglas
         321 North Clark Street, Suite 3400
         Chicago, Illinois 60610
         Attn: Jeffrey M. Schwartz, Esq.
               
     ii. Office of the United States Trustee
         227 West Monroe, Suite 3350
         Chicago, Illinois 60606
         Attn: Kathryn Gleason
         
    iii. Counsel for the Ad Hoc Committee of Noteholders
         Brown Rudnick Berlack & Israels LLP
         120 West 45th Street
         New York, NY 10036
         Attn: John P. Biedermann, Esq.

         One Financial Center
         745 Atlantic Avenue
         Boston, MA 02111
         Attn: Jeffrey Jonas, Esq.

                    -and-

         Bell, Boyd & Lloyd
         Three First National Plaza
         70 West Madison Street
         Suite 3300
         Chicago, Illinois 60602
         Attn: Carmen H. Lonstein, Esq.
               
     iv. Counsel for the General Electric Capital Corporation
         Weil, Gotshal & Manges LLP
         767 Fifth Avenue
         New York, NY 10153
         Attn: Gary T. Holtzer, Esq.
         
                     -and-

         Kaye Scholer LLP
         Three First National Plaza
         70 West Madison Street, Suite 4100
         Chicago, IL 60602
         Attn: Sheldon L. Solow, Esq.
              
Viskase Companies, Inc., has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products. The Debtor filed for chapter 11 protection on
November 13, 2002, listing $219,721,000 in total assets and
$363,185,000 in total debts.


WARNACO GROUP: Solicitation Period Extended Until January 6
-----------------------------------------------------------
In a Court-approved Stipulation, the The Warnaco Group Debtors,
the Official Committee of Unsecured Creditors, the Office of the
United States Trustee, and the Debt Coordinators for the
Prepetition Banks agree to extend the Debtors' exclusive
solicitation period through and including January 6, 2003.
(Warnaco Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WASHINGTON GROUP: Court Approves Settlement with Westmoreland
-------------------------------------------------------------
Westmoreland Coal Company (Amex: WLB) reported that the
bankruptcy court presiding over Washington Group International's
reorganization has approved the previously announced agreement
to settle all pending claims and litigation between Westmoreland
Resources, Inc., and Washington Group International. Washington
Group is the mining contractor and a 20% owner of WRI, which
owns the Absaloka Mine near Hardin, Montana. Westmoreland Coal
Company owns 80% of WRI.

Under the terms of the settlement, Washington Group has agreed
to reimburse WRI for $3.6 million for dragline repair costs,
withdraw claims with respect to amounts withheld by WRI for
certain tons mined in 2001 and 2002, reduce mining prices
effective as of October 1, 2002, and provide security for
performance of final reclamation obligations.

"We are pleased that WRI has favorably resolved these lengthy
disputes with its mining contractor. WRI must have the prompt
and cost-effective performance of all mining and reclamation
obligations by Washington Group now and for the future so that
WRI's attention can be more focused on market and business
development opportunities and delivering a fair return to its
owners," said Christopher K. Seglem, Westmoreland Coal Company's
Chairman, President and CEO.

Westmoreland Coal Company is the oldest continuously operating
independent coal company in the United States. The Company's
coal operations include Powder River Basin coal mining in
Montana and lignite mining operations in Montana, North Dakota
and Texas. Its power operations include ownership interests in
two coal-fired and one natural gas-fired generating plants. The
company also owns a 20% interest in an Atlantic coast coal
shipping and terminal facility. Westmoreland is implementing a
growth strategy dedicated to meeting America's dual goals of
low-cost power and a clean environment through the acquisition
and development of complementary, niche opportunities in coal,
power and other segments of the energy sector.


WEIRTON STEEL: Finding 80% Supermajority Voting Rule Frustrating
----------------------------------------------------------------
Weirton Steel Corp.'s top official said the company will not
waiver in its long-term survival strategy despite failure to
secure a super majority shareholder vote to make a major change
to the company's charter and bylaws.

Company President and Chief Executive Officer John H. Walker
disclosed his comments at the company's annual shareholders
meeting. Shareholders learned the company did not receive the
required 80 percent super majority vote, or 43 million shares,
to give the company the opportunity to attract an investor and
ultimately acquire assets to improve its competitiveness.

The company fell five million votes short of reaching its goal
to change its charter and bylaws.

"If we had a normal simple majority voting system, this issue
would have been a landslide victory. However, we fell short of
receiving the 80 percent super majority shareholder approval
required by our corporate governance. The vote outcome will not
deter us from our goal of remaining a viable competitor in the
domestic steel industry," Walker said.

"Unfortunately, silent shareholder voices prevented us from
reaching our 80 percent objective. A significant number of
shares simply were not voted -- votes that counted as if they
were cast against the proposal," Walker reported.

The company's board of directors held Thursday a regularly
scheduled meeting at which time it discussed Weirton Steel's
competitive position within the industry and immediately outline
its next steps required to move forward.

The company's board, with the support of its unionized work
force, attempted to convince shareholders to eliminate the super
majority voting system and replace it with a simple majority
method. Had it been approved, the new system would have been
enacted only during a "transformative event" -- the acquisition
of, or making an investment in, steel-related assets. The super
majority system would have remained in effect for all other
types of shareholder issues.

Elimination of the super majority vote would have enabled the
company to move quickly in attracting a financial partner to
make acquisitions of distressed steel operations. Walker
explained that Weirton Steel currently does not have the
finances to make such acquisitions alone and the super majority
system dissuaded potential investors from participating.

The company's ability to acquire assets and grow its value-added
product line is the final step of a five-step out-of-court
restructuring plan. The first four steps were completed earlier
this year, significantly reducing the company's expenditures.

The plan's first four steps were designed for the short term --
to help the company recover from the steel import crisis and
avoid bankruptcy. The fifth step is intended to boost Weirton
Steel's ability to be a long-term survivor.

"Of all the shareholders who voted -- which consists of outside
and employee shareholders -- 86 percent of them voted in favor
of the proposal. What's most gratifying was the vote among
employee-shareholders who registered a 90 percent approval vote.
This demonstrates their willingness to surrender their voting
control in exchange for the company's long-term survival. We
thank them for their support and help in reaching our mutual
goals," Walker noted.

Three shareholder issues were approved. They include:

     * Ratification of the appointment of KPMG as independent
       auditors;

     * Reduction of the size of the board of directors from 14
       members to nine;

     * The appointment of Wendell Wood and Mark Kaplan to the
       board.

Weirton Steel is the seventh largest U.S. integrated steel
company and the nation's second largest producer of tin mill
products.

Weirton Steel reported a total shareholders equity deficit of
about $562.5 million, as of September 30, 2002.


WESTPORT RESOURCES: S&P Assigns B+ Rating to Planned $300M Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on
independent exploration and production company Westport
Resources Corp., from CreditWatch with negative implications,
where they were placed on November 11, 2002. The outlook is now
stable. At the same time, Standard & Poor's affirmed the
company's 'BB' corporate credit and senior unsecured ratings,
and noted that it will assign a 'B+' rating to Westport
Resources' proposed $300 million senior subordinated notes due
2011.

Denver, Colorado-based Westport Resources has about $560 million
worth of debt as of September 30, 2002.

"The rating actions follow the successful pricing for Westport
Resources' proposed 10 million share common stock offering, net
proceeds of roughly $188 million, in combination with an already
completed private placement of $50 million in equity, that will
bring Westport Resources' expected year-end 2002 debt leverage
down to the low-40% range from above 50%," noted Standard &
Poor's credit analyst Paul B. Harvey.

The ratings on Westport Resources reflect its midsize reserve
base and moderate financial profile, reflected by its somewhat
aggressive debt leverage. The pending acquisition of properties
from El Paso Corp. should give Westport Resources a backlog of
over 2,000 exploitation projects, strengthen its position in the
Rocky Mountains region, and further its diversification away
from reliance on the Gulf of Mexico for production. These
advantages are offset in part by high finding and development
costs, with little near-term improvement expected.

The stable outlook reflects Standard & Poor's expectation that
Westport Resources will fund capital expenditures through
internal cash flows, while keeping a minimum of $100 million in
cash for debt repayment during 2003. Standard & Poor's expects
brief spikes in leverage for acquisitions, but these should be
eased in the near term. Strong cash flows and good availability
from its credit facility should provide Westport Resources
with adequate funds for servicing debt and capital expenditures
in the near term.


WINSTAR: Trustee Asks Court to Fix Rejection Claims Bar Date
------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine
Shubert asks the Court to fix February 11, 2003 at 5:00 p.m. EST
as the last date for third parties to file claims arising from
the Debtors' rejection of their contracts or leases.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, relates that as of April 22, 2002,
the Debtors rejected thousands of executory contracts and
unexpired leases to which they were parties.

Consistent with the established practice and procedure of the
Delaware District, holders of rejection claims should be made to
proofs of claim on or before the proposed Bar Date in this
manner:

    A. If filing is by mail, it should be sent by first class
       United States mail to:

               Bankruptcy Services LLC
               c/o Winstar Communications Inc. et al.
               Claims Processing
               P.O. Box 5287, FDR Station
               New York, New York 10150-5287; and

    B. If filing is by hand delivery or private courier, it
       should be delivered to:

               Bankruptcy Services LLC
               c/o Winstar Communications, Inc., et al.
               Claims Processing
               Heron Tower, 70 East 55th Street, Sixth Floor
               New York, New York 10022

Copies of a Rejection Claims Bar Date Notice and a Proof of
Claim will be served on:

    * the Office of the United States Trustee;

    * counsel for the prepetition bank group;

    * counsel for the postpetition bank group;

    * all persons or entities who have filed notices of
      appearance;

    * all persons or entities listed in the Debtors' schedules
      and statement of financial affairs, or any amendments
      thereto, as holding "claims," as that term is defined in
      Section 101(5) of the Bankruptcy Code, against the
      Debtors;

    * all persons or entities listed in the Schedules as being a
      party to an executory contract or unexpired lease with the
      Debtors; and

    * all other persons or entities whom the Debtors believe may
      hold a Rejection Claim. (Winstar Bankruptcy News, Issue
      No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WORLDCOM: Urges Court to Approve Settlement Pact with XO Comms.
---------------------------------------------------------------
Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
informs the Court that MCI WorldCom Network Services, Inc., and
XO Communications Inc., are parties to a Telecommunications
Services Agreement dated August 28, 2000.  Pursuant to the Old
TSA, the Debtors sold certain telecommunications services to XO.  
During the 12-month period prior to XO's June 2000 Chapter 11
filing, XO purchased an average of $6,000,000 worth of
telecommunications services per month under the terms of the
contract.

In addition, the parties entered into various other agreements,
under which WorldCom purchases certain telecommunication
services from XO.  However, at this time, there is no master
services agreement in place that fixes the terms and conditions
on which these services are supplied to WorldCom.

As of WorldCom's Petition Date, Mr. Walsh relates that XO owed
$9,600,000 to WorldCom under the Agreements including $5,700,000
accrued after the XO Petition Date.  On the other hand, WorldCom
owed $8,400,000 to XO under the Agreements.  Various disputes
and differences have arisen between XO and WorldCom regarding
the amounts and payment of these amounts accrued on or before
the Petition Date.  WorldCom and XO want to avoid the expense,
inconvenience and uncertainty of litigation and to resolve and
settle all claims and disputes among them arising out of, or in
any way related to, the Disputes.

Accordingly, the Debtors ask the Court to approve a settlement
agreement, telecommunications services agreement, and master
services agreement with XO.

        The Settlement Agreement and Related Agreements

On November 1, 2002, WorldCom and XO executed a Settlement
Agreement.  The effectiveness of the Settlement Agreement is
expressly conditioned on Court approval, both in WorldCom and
XO's bankruptcy cases.

The principal terms of the Settlement Agreement are:

  A. On the Settlement Effective Date, XO will pay, in cash or
     other immediately available funds, $2,000,000 to WorldCom;

  B. The Parties agree to mutually terminate the Old TSA, which
     will be effective as of November 1, 2002, at which time the
     Parties will immediately begin performing under a new
     Telecommunications Service Agreement.  For the avoidance of
     doubt, it is the parties' intention for the termination of
     the Old TSA and the commencement of performance under the
     New TSA to be effectuated simultaneously.  In the event the
     Settlement Effective Date does not occur on or before
     December 31, 2002, the New TSA will be deemed terminated,
     unless the Parties agree in writing to reaffirm it.  After
     termination, XO will pay promptly all accrued contract
     charges related to the services provided under the New TSA
     but will have no further liability, and the Parties will
     negotiate in good faith the proposed terms and conditions
     of an alternative contract arrangement;

  C. The Parties agree that all disputes and outstanding
     balances for telecommunications services and all other
     obligations or services rendered by the Parties prior to
     July 21, 2002, regardless of when invoices for these
     services have been issued, will be deemed compromised, paid
     and satisfied on and as of the Settlement Effective Date,
     subject to the payment of the Settlement Amount;

  D. The Parties agree that all invoices for telecommunication
     services provided after the Petition Date will be paid by
     the Party in accordance with the applicable contract or
     tariff payment terms in the ordinary course of business;

  E. The Parties agree that all other services provided by
     WorldCom to XO prior to November 1, 2002, other than the
     services provided under the Old TSA and the New TSA, will
     continue to be purchased by XO from WorldCom for a minimum
     period of one year, commencing on November 1, 2002.  XO has
     the right to terminate these Services, in whole or in part,
     if these Services are no longer required by XO as a result
     of customer attrition, optimization of the XO network or if
     the provision of these Services has been transitioned to
     XO's own network;

  F. The Parties have executed and entered into, subject to
     Bankruptcy Court approval of this Agreement, a new Master
     Services Agreement for telecommunication services rendered
     by XO to WorldCom.  The MSA will be effective on and as of
     November 1, 2002.  In the event the Settlement Effective
     Date does not occur on or before December 31, 2002, the MSA
     will be deemed terminated, unless the Parties agree in
     writing to reaffirm it.  After termination, WorldCom will
     promptly pay all accrued contract charges related to the
     services provided under the MSA but will have no further
     liability, and the Parties will negotiate in good faith the
     proposed terms and conditions of an alternative contract
     arrangement; and

  G. This settlement will finally settle and resolve all claims
     asserted or which could have been asserted by the Parties
     against each other arising out of or related to the
     disputes and telecommunications services provided by each
     of the Parties to the other prior to July 21, 2002.

                            The New TSA

The primary terms of the New TSA are:

  A. The terms and conditions of the New TSA will be the same as
     contained in the Old TSA, except as otherwise set forth in
     the New TSA;

  B. During the first six months after the Settlement Effective
     Date, XO will purchase a total of no less than $9,000,000
     and as much as $12,000,000 worth of services under the New
     TSA.  The transport rate for the switched services under
     the New TSA during the Commitment Period is fixed during
     the Commitment Period.  At the end of the Commitment
     Period, XO and WorldCom will negotiate in good faith rates
     for services under the New TSA that are competitive in the
     marketplace at that time.  Nevertheless, XO will be under
     no obligation to purchase any services under the New TSA
     after the conclusion of the Commitment Period;

  C. At the end of the Commitment Period, the parties will agree
     to a "true up" of XO's total purchases under the New TSA
     during the Commitment Period.  If XO fails to meet the
     Commitment, then XO will pay to WorldCom the shortfall; and

  D. WorldCom will not impose deposits or other credit
     restrictions under the New TSA until the end of the
     Commitment Period.

                              The MSA

The primary terms of the MSA are:

  A. XO will provide WorldCom with dedicated transport and other
     communications services on XO's facilities pursuant to the
     terms and conditions set forth in the MSA;

  B. As compensation for the services provided by XO, WorldCom
     will pay the recurring and non-recurring rates and charges
     and the usage charges set forth in the MSA and in the ASRs
     and order forms beginning on the start of service date; and

  C. The term of the MSA is three years commencing on the
     Settlement Effective Date.  The MSA will be automatically
     renewed for successive one-year periods unless terminated
     by written notice by one of the Parties at least 60 days
     prior to the end of the term.

Mr. Walsh asserts that the Settlement Agreement should be
approved because it will enable the Debtors to:

  -- secure a $2,000,000 cash payment;

  -- retain a revenue stream with a customer emerging
     successfully from its own reorganization that will generate
     $3,000,000 projected profit, in contrast to the unsecured
     claim for damages arising from the contemplated rejection
     of the Old TSA;

  -- obtain certain telecommunications services on fixed terms
     and conditions, including favorable rates and payment
     terms; and

  -- definitively resolve disputed claims.

The Debtors recognize that by entering into the Settlement
Agreement, it is foregoing the possibility of receiving
additional payments on account of the Disputes.  However, if
WorldCom were to pursue this course of action, Mr. Walsh is
concerned that it may well have to engage in a factually complex
litigation to assert its potential claim.  Moreover, any
potential claim would likely be subject to set off and, to the
extent it was a prepetition claim against XO, would result in a
diminished recovery.  In this case, WorldCom would have lost the
opportunity of resolving the Parties' existing claims against
each other as described in the Settlement Agreement, as well as
the other benefits incorporated in the Settlement Agreement.
Under these circumstances, where the likelihood of success on
the merits of a litigation is unclear, approval of the
Settlement Agreement is appropriate.

Mr. Walsh notes that the Debtors will also avoid the expense,
delay and potential litigation risk associated with attempting
to establish its potential claim arising out of the Disputes.  
In addition, the settlement facilitates contract relationships
with XO that are beneficial to the Debtors as both a provider
and a user of telecommunications services.  The Debtors will
avoid the expense of migrating its telecommunications traffic to
another carrier and will receive uninterrupted services under
the MSA on favorable terms and conditions.  In addition, the
Debtors' estate will benefit from the $2,000,000 cash payment
and the profits that will be realized from services provided to
XO under the New TSA.  The proposed settlement of all disputes
with XO will bring a prompt, inexpensive, and favorable
resolution to these matters.

Mr. Walsh believes that the New TSA and the MSA constitute
ordinary course of business transactions that do not require
Bankruptcy Court approval or authorization.  Nevertheless,
because these contract transactions are tied to the settlement
and compromise of disputed claims against another debtor, out of
an abundance of caution, the Debtors seek the Court's authority
to enter into the MSA and the NEW TSA. (Worldcom Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at about 46 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


XCEL ENERGY: Board Declares Quarterly Preferred Dividend
--------------------------------------------------------
The Board of Directors of Xcel Energy declared a quarterly
dividend on its common stock of 18.75 cents per share. This is
equivalent to an annual rate of 75 cents per share. Based on a
December 10, 2002, closing price of $10.30, this would result in
a yield of 7.3%. The dividends are payable January 20, 2003, to
shareholders of record on January 3, 2003.

The Board also declared regular quarterly dividends on all
series of outstanding preferred stock, which are payable on
January 15, 2003 to shareholders of record on December 31, 2002.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
United States. Company headquarters are located in Minneapolis.

Xcel Energy Inc.'s 7.0% bonds due 2010 (XEL10USR1) are trading
at about 76 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for  
real-time bond pricing.


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author:  Stephanie Wickouski
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher
Order your personal copy today at
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt   

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.

Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code. She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski joined Gardner Carton & Douglas' Corporate
Restructuring Practice as a partner in August 2002 and works in
the Firm's Washington, D.C. office.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.  Ms. Wickouski has over twenty years of experience
in complex reorganization cases before federal bankruptcy courts
throughout the country, and in counseling clients on all aspects
of credit and financial relationships.  Prior to joining Gardner
Carton & Douglas, Ms. Wickouski was a partner at Arent Fox
Kintner Plotkin & Kahn in Washington, D.C. and New York City,
and prior to that, a partner at Reed Smith.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.

                          *********

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 ***