TCR_Public/021216.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 16, 2002, Vol. 6, No. 248

                          Headlines

ACOUSTISEAL: Secures Exclusivity Extension through April 5
ADVANCED GLASSFIBER: Receives Approval of First Day Motions
AES CORP: Completes $2.1 Billion Bank and Bond Refinancing
AGRIFOS FERTILIZER: Air Products Replaces Congress as DIP Lender
ANC RENTAL: Court Okays Lincoln Property as New Jersey Broker

A NOVO BROADBAND: Silicon Valley Bank Terminates Forbearance
ASIA GLOBAL CROSSING: Turns to PwC for Accounting Services
ASPEN TECHNOLOGY: Inks Long-Term Agreement with SINOPEC Corp.
ASSET SECURITIZATION: Fitch Cuts Ratings on Cl. B-1 & B-1H to B
AUXER GROUP: Firming-Up Merger Deal with Viva Airlines Inc.

AVATEX CORPORATION: Case Summary & Largest Unsecured Creditors
BOYD GAMING: Commences Tender Offer for $250 Million 9.50% Notes
BUDGET: Creditors Committee Taps Sonnenschein as Special Counsel
CANWEST GLOBAL: Receives $25.7MM Tax Refund after Reassessment
CANYON CAPITAL: S&P Assigns BB Prelim. Rating to Class C Notes

CIENA CORP: Net Loss Tops $755 Million in Fiscal Fourth Quarter
COMDISCO INC: Has Until Wednesday to Challenge Claims
CONDUCTUS INC: Fails to Maintain Nasdaq Listing Requirements
CONSTELLATION 3D: Case Summary & 20 Largest Unsecured Creditors
CONTIMORTGAGE HOME: S&P Cuts Class B Note Ratings to Low-B Level

COVANTA ENERGY: Makes Amendments to BofA DIP Credit Agreement
CRIIMI MAE: Brascan Completes Due Diligence for Recapitalization
DEVON MOBILE: Delaware Court Fixes January 17, 2003 Bar Date
DION ENTERTAINMENT: D.A.W. Demands Repayment of $6MM by Dec. 31
EB2B COMMERCE: Richard Cohan Discloses 11.2% Equity Stake

EMAGIN CORP: Inks Release Agreement with Triton & Northwind
ENCOMPASS SERVICES: Hires Deloitte & Touche as Tax Consultants
EOTT ENERGY: Court Approves Disclosure Statement Explaining Plan
EUROTECH LTD: Intends to Move from AMEX to OTC Bulletin Board
EXIDE TECH: Equity Committee Turns to CFA for Financial Advice

EZENIA! INC: Partners with Chiliad to Create Application Suite
FX ENERGY: Current Fin'l Position Raises Going Concern Doubt
GENUITY INC: Wants to Pay $8 Million in Critical Vendor Claims
GLOBAL CROSSING: Launches Latest & Enhanced Ready-Access Record
GOLDMAN INDUSTRIAL: Converting FC Corp.'s Case to Chapter 7

HA-LO INDUSTRIES: Pitches Exclusivity Extension to February 28
IFX CORP: Nasdaq Knocks Shares Off Exchange Effective Today
IMPSAT FIBER: NY Court Confirms Pre-Arranged Reorganization Plan
INSIGHT MIDWEST: S&P Assigns B+ Rating to $175-Mil. Senior Notes
INTERPUBLIC GROUP: Fitch Ratchets Conv. Sub. Notes Down to BB+

INTERSTATE BAKERIES: Board Declares Quarterly Dividend on Shares
J.P. MORGAN: S&P Assigns Low-B Prelim. Ratings to 6 Note Classes
KAIRE HOLDINGS: Needs to Raise Additional Funds to Continue Ops.
KAISER: Proposes Uniform Kaiser Center Sale Bidding Procedures
KENTUCKY ELECTRIC: Hires Jack Mehalko as Interim CEO & President

KMART: Sells RK-235 Beechjet Aircraft to Country Air for $3.4MM
LERNOUT & HAUSPIE: Seeks to Set Aside Transfers Made to John Seo
MERRY-GO-ROUND: U.S. Trustee Says Hold-Up the 20% Distribution
METALS USA: Court Tinkers with Contractual Workers' Claims Order
NAVISITE INC: Completes Debt Workout Transaction with ClearBlue

NCS HEALTHCARE: Omnicare Ups Merger Proposal to $5.50 per Share
NEOFORMA INC: Completes Restatements of FY 2000, 2001 & H1 2002
NORTEL NETWORKS: Names Malcolm Collins to Lead Enterprise Div.
NORTH COUNTRY FIN'L: Fails to Satisfy Nasdaq Listing Guidelines
NUEVO ENERGY: Appoints J. Frank Haasbeek to Board of Directors

O'CHARLEY INC: S&P Assigns BB Rating to $285 Million Bank Loan
OM GROUP: Details Key Components of Restructuring Program
OM GROUP: Edward W. Kissel Will Step Down as President & COO
OWENS: Delaware Court Extends Plan Filing Exclusivity to Jan. 10
OWENS-ILLINOIS: Fitch Rates $175-Mil. Senior Secured Notes at BB

PG&E NATIONAL: Secures Financing Commitment for 2 Power Projects
PRIME GROUP: Closes on Sale of Centre Square I for $5 Million
SALT HLDGS.: S&P Gives BB-/B Credit & Sr. Discount Note Ratings
SEQUA CORP: Declares Regular Quarterly Dividend on Preferreds
SORRENTO NETWORKS: Net Capital Deficit Widens to $19 Million

TERREMARK: Ocean Bank Waives Credit Pact Default Until Dec. 31
TESORO PETROLEUM: Completes Two Deals to Sell 70 Retail Outlets
TRENWICK GROUP: S&P Calls Pact with L/C Providers "Favorable"
TXU CORP: Fitch Downgrades Ratings & Changes Outlook to Stable
UNIROYAL TECHNOLOGY: Bringing-In Financo as Investment Banker

UNITED AIRLINES: Paying $35 Million of Critical Vendor Claims
US AIRWAYS: Wilmington Trust Auctioning Off 17 Fokker Aircrafts
VANGUARD AIRLINES: Seeks Exclusivity Extension through Dec. 27
VELOCITA: Bondholders Tap Houlihan Lokey for Financial Advice
WARREN ELECTRIC: Will Sell Business to SUMMIT Electric for $10MM

WHEELING-PITTSBURGH: Gets Nod for $2MM Minteq Claim Settlement
WORLDCOM: Court Approves Settlement Pact with United Airlines

* William Eggers Joins Deloitte Consulting as Research Director

* BOND PRICING: For the week of December 16 - 20, 2002

                          *********

ACOUSTISEAL: Secures Exclusivity Extension through April 5
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, AcoustiSeal, Inc., obtained an extension of its
exclusive periods.  The Court gives the Debtors, until April 5,
2003, the exclusive right to file their plan of reorganization
and until June 2, 2003, to solicit acceptances of that Plan from
its creditors.

Acoustiseal, Inc., filed for chapter 11 protection on
September 4, 2002.  Cynthia Dillard Parres, Esq., and Mark G.
Stingley, Esq., at Bryan, Cave LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed an estimated assets of $10-$50
million and estimated debts of over $50 million.


ADVANCED GLASSFIBER: Receives Approval of First Day Motions
-----------------------------------------------------------
Advanced Glassfiber Yarns LLC, one of the largest global
suppliers of glassfiber yarns used in a variety of electronic,
industrial, construction and specialty applications, has
received Bankruptcy Court approval for various of its initial
motions designed to maintain the efficiency of day to day
business operations while the company is reorganizing under
Chapter 11 of the U.S. Bankruptcy Code. As previously announced,
and as a further step in the Company's restructuring efforts,
AGY filed a voluntary petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code on December 10, 2002.

At the hearing, the Court also approved interim borrowings under
the Company's previously announced debtor-in-possession (DIP)
financing commitment from Wachovia Bank National Association,
which will be used to fund ongoing working capital needs,
employee obligations and other expenses during the
reorganization.

AGY filed its voluntary petition in the U.S. Bankruptcy Court
for the District of Delaware in Wilmington. The Company's next
interim hearing date has been set for January 6, 2003.


AES CORP: Completes $2.1 Billion Bank and Bond Refinancing
----------------------------------------------------------
The AES Corporation (NYSE: AES) successfully completed its $2.1
billion bank and bond refinancing comprised of a $1.6 billion
senior secured credit facility and its exchange offer relating
to $500 million of its outstanding debt securities.

This refinancing substantially eliminates all scheduled parent
maturities at AES until November 2004, improving liquidity,
reducing debt service burden and enhancing financial
flexibility.

Paul T. Hanrahan, AES President and Chief Executive Officer,
commented, "This refinancing is a major accomplishment as it
provides a solid foundation for AES's future. With the financial
stability afforded by this transaction, we can now focus
entirely on implementing our business plan, including our
emphasis on operational excellence and the execution of our
asset sales and cost reduction programs."

AES accepted all bonds validly tendered in its exchange offer
for its $300,000,000 8.75% Senior Notes due 2002 and its
$200,000,000 7.375% Remarketable or Redeemable Securities due
2013, which are puttable in 2003. Approximately $240,013,000
aggregate principal amount of the 2002 Notes and $173,889,000
aggregate principal amount of the ROARs were tendered. These
amounts represent approximately 80% and 87% of the outstanding
2002 Notes and ROARs, respectively. The new Senior Secured
Notes, totaling approximately $258 million, bear a coupon of 10%
and will mature on July 15, 2005 unless certain conditions are
met to extend them to December 12, 2005. The Senior Secured
Notes have certain mandatory prepayment provisions and scheduled
amortization payments. The Senior Secured Notes will be issued
and the other exchange offer consideration will be paid on
December 13th.

AES also completed the $1.6 billion Senior Secured Credit
Facility comprised of a $350 million revolving credit facility,
three tranches of term loans totaling approximately $1.2
billion, and a reimbursement agreement associated with a GBP
52.5 million letter of credit.

The Credit Facility benefits from a first priority lien, subject
to certain exceptions and permitted liens, on (i) all of the
capital stock of domestic subsidiaries owned directly by AES and
65% of the capital stock of certain foreign subsidiaries owned
directly by AES and (ii) certain inter-company receivables and
notes receivable and inter-company tax sharing agreements. The
collateral is shared with the Senior Secured Notes and certain
other secured parties.

The Credit Facility matures on July 15, 2005 with a potential
extension to December 12, 2005 if certain conditions are met.
The Credit Facility requires mandatory prepayments associated
with a proportion of the proceeds from asset sales, the
issuances of debt and equity securities and certain other cash
flow sweeps. Minimum amortization of approximately $810 million
by no later than November 25, 2004 will be required with
mandatory prepayments made prior to that date credited against
such required amortization. Loans under the revolving credit
facility and the term loan facilities bear an interest rate of
LIBOR plus 6.5% or Prime plus 5.5%.

Barry Sharp, Chief Financial Officer, stated, "The completion of
this comprehensive refinancing is a major milestone for our
company. Our capital structure now allows us the time and
flexibility we need to continue to strengthen our balance sheet.
We are excited to have this refinancing completed and sincerely
appreciate the overwhelming support and the confidence expressed
by the bank and bond community in AES."

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

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

For more general information visit its Web site at
http://www.aes.com

                         *    *    *

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

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
between 41 and 43. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AGRIFOS FERTILIZER: Air Products Replaces Congress as DIP Lender
----------------------------------------------------------------
Agrifos Fertilizer L.P., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the Southern
District of Texas to enter into secured a Postpetition Financing
agreement with Air Products L.P.

The Debtors relate that prior to the Petition Date, Agrifos
Fertilizer L.P. and Agrifos Mining L.L.C. entered into an
Amended and Restated Loan and Security Agreement with Congress
Financial Corporation (New England).  Under the Original
Congress Loan Agreement, Congress holds a first lien on all of
Fertilizer's contracts, accounts receivable and inventory, and a
second lien on the Current Assets Collateral held by Wachovia
Bank, National Association, as successor to First Union National
Bank.  As part of their first day pleadings, the Debtors filed
motions requesting authority to enter into a post-petition
debtor-in-possession financing agreement with Congress, and
continue Wachovia's cash collateral.

The Congress DIP Financing and Wachovia Cash Collateral pacts
have been extended, with some modifications from time-to-time.

As part of the terms of the Congress Facility, the Debtors paid
the prepetition secured debt of Congress with the proceeds of
the Congress Facility. The Congress Facility is secured by the
same package of security under the Original Congress Loan
Agreement.

Although the Congress Facility was initially considered to be a
$15 million facility, Fertilizer has never been able to borrow
that amount.  Moreover, as Congress' condition to the various
extensions of the termination date, Congress required a
reduction in availability under the Congress Facility.  As a
result, the availability under the Congress Facility has been
reduced from its initial $15 million to $3.5 million.  The
Debtors disclose that the availability of $3.5 million is at
most times less than the lending formula otherwise would allow
the Debtors to borrow.

Fertilizer and Air Products, L.P., are parties to a prepetition,
long-term agreement.  Previously, the Court approved a debtor-
in-possession loan between the Debtors and Air Products.  The
Original Air Products DIP Facility provided $3 million in
working capital financing and $5 million for equipment
acquisition and repair.  The Debtors report that as of
December 9, 2002, borrowings under the Air Products DIP Facility
were $8 million.

The Congress Facility will terminate this month.  Congress has
stated that it is willing to continue to extend the Congress
Facility provided that the Debtors are willing to:

  (1) accept a further reduction in availability from $3.5
      million to $3 million, or

  (2) post a letter of credit in the amount of $250,000 as
      additional collateral.

The Debtors currently require the entire $3.5 million (at least)
in availability in order to operate. Moreover, the Debtors are
not able to post a $250,000 letter of credit unless the letter
of credit was issued by Congress, which would only further
reduce the availability under the Congress Facility.
Consequently, the Debtors have requested and Air Products has
agreed to replace Congress as a revolving DIP lender.

On an interim basis, Air Products has agreed to:

  (1) extend to the Debtors, under the same terms as Congress, a
      revolving loan facility with an availability of $3.5
      million, which will be used to repay the outstanding
      balance under the Congress Facility and to provide cash
      collateral to fully secure letters of credit, and

  (2) provide additional funds equal to the amount the Debtors
      owe Air Products for postpetition advances made under the
      Exchange Agreement, which is estimated at $2.8 million,
      which funds will be used by the Debtors to pay off the
      Exchange Advances.

The Final DIP Facility will include, among other things, the
increase in availability from $3.5 million to an amount to be
determined prior to the Final Hearing. Notably, Air Products has
not requested that the Original Air Products DIP Facility be
cross-collateralized by the Final DIP Facility.

The Debtors relate that they are "unable to obtain such credit
otherwise". As mentioned above, Congress is not willing to
further extend credit without making the terms so much less
favorable to the Debtors that the continued operations of the
Debtors would be jeopardized.  Furthermore, no other creditor,
including Air Products, is willing to enter into a DIP financing
facility with the Debtors on a junior lien basis.

The Debtors are producers of phosphate fertilizers that operate
a 600,000 thousand ton per year phosphate fertilizer processing
plant in Pasadena, Texas and a 1.2 million ton per year
phosphate rock mine located in Nichols, Florida. They filed for
chapter 11 protection on May 8, 2001. Christopher Adams, Esq.,
and H. Rey Stroube, III, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP represent the Debtors in their restructuring efforts.


ANC RENTAL: Court Okays Lincoln Property as New Jersey Broker
-------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates sought and
obtained the Delaware Bankruptcy Court's authority to employ
Lincoln Property Company Commercial Inc. as their broker to
assist in evaluating the Debtors' property in 822 North Avenue
in Elizabeth, New Jersey and supervising and negotiating the
property's marketing and sale.  The Debtors also obtained the
Court's permission to set Lincoln's retention to May 20,
2002 -- the date of the Brokerage Agreement between Lincoln
and the Debtors was entered into.

Lincoln will receive a commission based on 5% of the sale price
if it is the only broker.  In case of dual brokers, the
commission will be increased to 6%, which Lincoln will split on
a 50/50 basis with the cooperating broker. (ANC Rental
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


A NOVO BROADBAND: Silicon Valley Bank Terminates Forbearance
------------------------------------------------------------
A Novo Broadband, Inc., (OTCBB:ANVB) reported that Silicon
Valley Bank, the Company's secured lender, has terminated the
forbearance it granted to the Company in mid-November in
connection with the Company's previously reported default under
a financial covenant.

The notice from the bank states that the bank has placed a
"hold" on all Company funds deposited with the bank and will
make no further loan advances to the Company. The notice further
states that the bank has not elected to exercise its default
rights under the loan documents but reserves the right to do so.

Bill Kelly, the Company's chief executive officer, said the
bank's action cuts off the Company's principal source of
liquidity. He said the Company is examining all of its strategic
options, including the possibility that it may seek protection
under Chapter 11 of the Bankruptcy Code in order to conserve
cash to meet obligations to employees and vendors.

Kelly said "The Company's operations are generating substantial
cash, and we are introducing new measures to improve
productivity and gross margins. In the absence of the bank
facility, we may need some time to develop an alternative source
for working capital." He said the Company was in contact with
its French parent, as well as with the bank and other creditors,
and was confident that it could meet its ongoing obligations to
vendors and customers.

In a related development, the Company reported that John C.
Wilson, a consultant who joined the Board in 2000, has resigned
as a director effective December 12, 2002.


ASIA GLOBAL CROSSING: Turns to PwC for Accounting Services
----------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates seek the
Court's authority to employ PricewaterhouseCoopers LLP as its
accountants, auditors and tax advisors, pursuant to an
engagement letter between the AGX Debtors and PwC, dated as of
October 23, 2002.

The Engagement Letter describes:

   -- the services that PwC anticipates performing for the
      AGX Debtors in these Chapter 11 cases; and

   -- the terms and conditions of PwC's proposed engagement by
      the AGX Debtors.

Specifically, the AGX Debtors want PwC to:

   A. audit financial statements and related disclosures and
      assist in preparing documents required by the SEC and
      statutory and other regulatory authorities around the
      world;

   B. audit financial statements of any benefit plans as may be
      required by the Department of Labor or by the Employee
      Retirement Income Security Act and provide consultation
      with respect to other employee matters;

   C. review unaudited quarterly financial statements of the
      Debtors as required by applicable law or regulations or as
      requested by the Debtors;

   D. provide other tax consulting and preparation services;

   E. assist in preparing financial disclosures required by the
      Court, including the schedules of assets and liabilities,
      the statement of financial affairs and monthly operating
      reports;

   F. assist in the coordination of responses to creditor
      information requests and interfacing with creditors and
      their financial advisors;

   G. assist the Debtors' legal counsel, to the extent
      necessary, with the analysis and revision of the Debtors'
      plan or plans of reorganization;

   H. attend meetings and assist in discussions with the
      Creditors' Committee, the U.S. Trustee, and other
      interested parties, to the extent requested by the
      Debtors;

   I. consult with the Debtors' management on other business
      matters relating to its Chapter 11 reorganization efforts;
      and

   J. assist with any other matters as the Debtors' management
      or legal counsel and PwC may mutually agree.

Asia Global Crossing CEO Jack Scanlon contends that the auditing
services to be performed by PwC are necessary to enable the
Debtors to execute their duties as debtors and debtors-in-
possession.  The Debtors are required by various federal
agencies to complete audited financial statements for the year
ended December 31, 2001.  PwC is particularly well suited to
provide the type of professional services required by the
Debtors since it is one of the nation's leading professional
services firms providing accounting, consulting, tax and other
services.  PwC has extensive experience in bankruptcy
proceedings under Chapter 11 of the Bankruptcy Code, advising
debtors, creditors and other parties-in-interest.  The Debtors
seek to retain PwC because of its experience in reorganization
cases and its ability to perform the services needed,
effectively, expeditiously and efficiently for the benefit of
the Debtors.

Mr. Scanlon emphasizes that the services to be rendered by PwC
are not intended to be duplicative in any manner with the
services performed and to be performed by any other party
retained by the Debtors.  PwC, in concert with the other
professionals retained by the Debtors, will undertake every
reasonable effort to avoid any duplication of their services.

PwC Partner Kenneth Sharkey assures the Court that the Firm is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code and that the partners, managers, associates and
other employees of PwC do not have any connection with the
Debtors, their creditors, the United States Trustee for the
Southern District of New York, or any other party-in-interest,
or their attorneys.

The Debtors propose to compensate PwC on an hourly basis at
rates consistent with the rates charged by PwC in non-bankruptcy
matters of this type.  The hourly rates to be charged by PwC in
connection with this representation are:

      Partner                           $560 - 670
      National Consulting Partner        640 - 670
      Senior Manager                     440 - 620
      Manager                            360 - 510
      Senior Associate                   220 - 350
      Associate                          160 - 190
      Administrative Assistant                  75

These rates are subject to periodic adjustments to reflect
economic and other conditions.

"During the 90-day period prior to the AGX Debtors' Petition
Date, PwC received $60,000 from the AGX Debtors for professional
services performed and expenses incurred," Mr. Sharkey says.
"However, none of these payments received by PwC could be
construed as preferential transfers under Section 537 of the
Bankruptcy Code."

                        *   *   *

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

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USN1),
DebtTraders reports are trading between 11 and 11.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


ASPEN TECHNOLOGY: Inks Long-Term Agreement with SINOPEC Corp.
-------------------------------------------------------------
Aspen Technology, Inc., (Nasdaq: AZPN) announced that China
Petroleum and Chemical Corporation (SINOPEC Corp., NYSE: SNP),
the largest integrated petroleum and chemicals company in China,
has signed a long-term agreement to use AspenTech's
manufacturing/supply chain solutions. Under the agreement,
SINOPEC will implement advanced control, production management,
information management and supply chain solutions from AspenTech
in its subsidiaries to increase production yield and product
quality, reduce cost, and increase profit.

The agreement is part of SINOPEC's strategy to adopt advanced
technologies to further accelerate the restructuring of its IT
system, and to upgrade the performance of its petroleum and
petrochemical operations. Using AspenTech's industry-leading
solutions, SINOPEC intends to improve its production process
control and production management, increase economic returns,
and strengthen its competitiveness in the market.

These solutions will build on SINOPEC's other recent initiatives
to construct a modern information system. These initiatives
include the creation of a financial and petroleum distribution
management network, establishing two e-business marketplaces for
material purchasing and chemical products marketing, and the
implementation of an ERP system. Together, these activities have
greatly facilitated the company's increased economic returns,
and reinforced the competitiveness of the company in the market.

The first implementation of AspenTech's solutions will include:
a production planning solution to optimize feedstock selection
for all eight ethylene plants; advanced process control
solutions for the refining and chemical plants, to deliver
increased throughput and improved product quality; production
management solutions for polymer production, to improve
throughput and product quality and reduce transition times;
information management solutions to build the infrastructure for
plant information systems; and production scheduling solutions
to improve the utilization and efficiency of refinery plants.

"The relationship between SINOPEC and AspenTech can be traced
back twenty years," said Mr. Wang Jiming, President of SINOPEC.
"While the first formal collaboration between SINOPEC and
AspenTech was initiated in 1993, the two companies made
significant progress in both 2000 and 2001. SINOPEC has
benefited a lot from AspenTech's Aspen PIMS(TM), Aspen Plus(TM)
and Aspen DMCplus(TM) software in many projects."

"I am delighted that SINOPEC has recognized the competitive
advantages that our solutions could bring to its business, and
decided to extend the use of our solution into the areas of
manufacturing and supply chain," said Larry Evans, Chairman of
AspenTech. "This new agreement demonstrates both companies'
long-term commitment to our joint relationship. As SINOPEC moves
into the future, AspenTech's solutions should provide a strong
foundation for facilitating continued productivity improvements,
and to further its ability to compete with other international
petroleum and petrochemical companies."

Manufacturing/supply chain technologies are a key element of
AspenTech's Enterprise Operations Management solutions for the
process industries, which deliver value across the enterprise by
helping companies optimize the way they engineer and run their
manufacturing and supply chain operations.

China Petroleum & Chemical Corporation (SINOPEC Corp., NYSE:SNP)
is a publicly held company focusing on its core business of
petroleum and petrochemicals with integrated upstream, mid-
stream and downstream operations and a complete marketing
network. SINOPEC Corp. was established on February 25, 2000. The
company has a registered capital of 86.7 billion Renminbi
(yuan).  SINOPEC Corp., is the largest integrated petroleum and
petrochemical company in China. Its scope of business includes
exploration, development, production and marketing of oil and
gas; refining and marketing of petroleum products; and
production and marketing of petrochemicals, chemical fibers,
chemical fertilizers, and other chemicals. It also has pipelines
for the transportation of petroleum and natural gas, and
agencies for the import and export of petroleum, natural gas,
refined oil products, petrochemicals, chemicals, and other
commodities. Research, development and application of various
technologies and information technologies are also integrated
parts of the overall business of SINOPEC. For more information,
visit http://www.sinopec.com.cn

Aspen Technology, Inc., is a leading supplier of enterprise
software to the process industries, enabling its customers to
increase their margins and optimize their business performance.
AspenTech's engineering solutions, including Hyprotech's
technologies, help companies design and improve their plants and
processes, maximizing returns throughout their operational life.
AspenTech's manufacturing/supply chain solutions allow companies
to run their plants and supply chains more profitably, from
customer demand through to the delivery of the finished
products. Over 1,200 leading companies rely on AspenTech's
software every day to drive improvements across their most
important engineering and operational processes. AspenTech's
customers include: Air Liquide, Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil,
GlaxoSmithKline, Lyondell Equistar, Merck, Mitsubishi Chemical,
Shell, Southern Company, TXU Energy and Unilever. For more
information, visit http://www.aspentech.com

                         *    *    *

As reported in Troubled Company Reporter's October 15, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Aspen Technology Inc., to single-'B' from single-'B'-plus,
following the company's announcement that it expects to report
sales in the September 2002 quarter lower than previously
expected. As a result, efforts to restore profitability and
positive cash flow are likely to be delayed.

At the same time, the rating on Aspen's subordinated debt was
also lowered, to triple-'C'-plus from single-'B'-minus.


ASSET SECURITIZATION: Fitch Cuts Ratings on Cl. B-1 & B-1H to B
--------------------------------------------------------------
Asset Securitization Corporation's commercial mortgage pass-
through certificates, series 1996-MD VI $35.8 million class B-1
and $1,000 class B-1H are downgraded to 'B' from 'BB-' and
remain on Rating Watch Negative by Fitch Ratings. In addition,
Fitch affirms $44.8 million class A-4 at 'A', $22.4 million
class A-5 at 'A-', $49.2 million class A-6 at 'BBB' and $35.8
million class A-7 at 'BBB-'. The $19 million class A-1A, $333.4
million class A-1B, $172 million class A-1C, $35.8 million class
A-2, $35.8 million class A-3 and interest only classes CS-1, Cs-
2 and CS-3 are not rated by Fitch. The rating actions follow
Fitch's annual review of the transaction, which closed in
December 1996.

Fitch downgraded classes B-1 and B-1H primarily due to the
continued decline in operating performance of the Horizon II
loan. Additionally, the two classes will remain on Rating Watch
Negative due to interest shortfalls incurred by these classes as
a result of the Prime Retail loan's special servicing fee.

The Horizon loan, representing 11.6% of the pool, is
collateralized by five factory outlet centers located in three
states. The adjusted net cash flow for the trailing twelve
months ending June 30, 2002 has declined approximately 30% from
the underwritten Fitch NCF at issuance. The corresponding debt
service coverage ratio, based on a 10.09% refinance constant, is
1.13 times, versus 1.56x at issuance. The weighted average
occupancy level of the centers continues to decline as well. As
of June 2002, the weighted average occupancy was 90%, down
slightly from 91% as of September 2001 and 94% at issuance. Of
additional concern is the relatively high rollover of
approximately 20% for both 2002 and 2003.

As expected, the two hotel portfolios in the pool experienced a
sharp decrease in performance as well. The MHP loan,
representing 28.7% of the pool, consists of four full-service
hotels located in three states. As of TTM June 2002 the Fitch
stressed DSCR based upon a 10.48% refinance constant is 1.98x as
compared to 2.45x for TTM ended September 2001 and 2.03x at
issuance.

The other hotel loan in the transaction, the Columbia Sussex
loan, representing 14.3% of the pool, was originally composed of
twelve full-service hotels located in eight states. In October
2002, three of the properties, the Holiday Inn Southfield, Best
Western Eastgate and Radisson Lake Buena Vista, were substituted
out of the portfolio. In their place, the Marriott Saddle Brook
was added to the portfolio. The Marriott Saddlebrook is a 245
room full-service hotel in Saddle Brook, New Jersey,
approximately eight miles west of Manhattan. Amenities include a
restaurant, lounge, room service, indoor and outdoor swimming
pools and 4,600 square feet of meeting space. The revenue per
available room for the TTM ending June 30, 2002 was $77.20 as
compared to $25.13 for the three hotels removed from the pool.
While Fitch generally views this substitution as a positive for
the portfolio, the overall operating performance is still down
from issuance and the Fitch stressed DSCR for the TTM ended June
30, 2002, after taking into account the substitution, was 1.54x
as compared to 2.23x as of TTM September 2001 and 1.60x at
issuance.

The largest loan in the transaction, the Prime Retail loan,
representing 41.4% of the pool, also experienced a drop in
operating performance. The loan is secured by 13 outlet centers
located throughout the U.S. The Fitch stressed DSCR for TTM
ended June 30, 2002 is 1.57x as compared to 1.65x for TTM
September 2001 and 1.66x at issuance. Comparable in-line sales
for year-end 2001 dropped approximately 5.8% from YE 2000
numbers, but still remains ahead of issuance levels. Like the
Horizon II loan, there is upcoming rollover risk of
approximately 16% for 2002 and 22% for 2003. The weighted
average occupancy for the portfolio has dropped to 86% for TTM
June 2002 from 90% at YE 2001 and approximately 88% at issuance.

In late September, the Prime loan was transferred to GMAC
Commercial Mortgage, the special servicer, after expressing
concerns regarding its ability to refinance the loan at its
anticipated repayment date in November 2003. As a result of this
transfer two properties have been defeased out of the portfolio
at a 125% release premium, the Prime Outlets at Castle Rock and
Prime Outlets at Loveland, representing 17.1% of the Prime
Retail loan.

The last loan in the transaction, representing 4% of the pool
balance, is the Palmer Square loan. The loan is secured by a
mixed use property consisting of three mixed use office and
retail buildings, a full-service hotel and a two parking
facilities. The TTM June 30, 2002 DSCR is a 2.38x, which is down
from TTM September 2002 DSCR of 2.56x, but still well above
issuance level of 1.79x.

Fitch will continue to monitor this transaction for any
additional changes in operating performance.


AUXER GROUP: Firming-Up Merger Deal with Viva Airlines Inc.
-----------------------------------------------------------
The Auxer Group, Inc., (OTCBB: AXGI) announced that the Viva
Airlines, Inc., merger is approaching finalization and the
Company is pleased to report that Viva has entered into a
$500,000 advertising and promotion contract with Joseph Tausch
Sr., and MPI of Miami to provide radio, television and print
advertising which will concentrate on creating awareness and
excitement for VIVA prior to its start of flight operations.

The Company intends to attract significant interest from the
Hispanic traveler. Tausch and MPI have been previously
contracted by others for similar services and are well regarded.

Auxer also informed its shareholders of a private news release
that VIVA issued on December 11, 2002. That announcement is
repeated as follows:

Viva Airlines, Inc., has offered a letter of intent through
Fiesta Airlines Holdings, LLC (a private consulting & management
organization) to acquire Queen Air, Aeronaves Queen. S.A. (a
Dominican Republic Corporation and air carrier).

Queen Air has the authority to operate international air
transportation of persons, property and mail from Santo Domingo,
D. R. to New York, Miami, Caracas, Madrid, Buenos Aires,
Santiago de Chile, Sao Paula, Milano, & San Juan.

Robert Scott, President and Chief Executive Officer of VIVA,
stated, "We are optimistic about the potential acquisition of
Queen Air. This acquisition along with our wet lease from Falcon
Air Express of Miami will move us that much closer to our start
of doing business. Despite the news of United Air Lines (NYSE:
UAL) filing for chapter 11 bankruptcy protection, we believe
there are many outstanding industry opportunities available and
we are going forward with our business plan with great
momentum".

Eugene Chiaramonte, Chairman of Auxer, stated, "We are pleased
at the speed at which the Viva Airlines plan is moving forward.
Viva's plan to commence flight operations beginning in March of
2003 looks very promising. We are confident that this merger
will provide shareholder value".

For further information on Viva please visit its Web site at
http://www.vivaairlines.com

For further information on The Auxer Group, Inc., please visit
its Web site at http://www.axgiinvestor.com

The Auxer Group's September 30, 2002 balance sheet shows a
working capital deficit of about $1.5 million, and a total
shareholders' equity deficit of about $2.5 million.


AVATEX CORPORATION: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Avatex Corporation
             aka National Intergroup, Inc., al
             aka FoxMeyer Health Corporation
             17000 Preston Road, #310
             Dallas, Texas 75248

Bankruptcy Case No.: 02-81268

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Avatex Funding, Inc.                       02-81274
   Davenport, Inc.                            02-81287
   Natmin Development Corporation             02-81278
   National Aluminum Corporation              02-81281
   US HealthData Interchange, Inc.            02-81284

Type of Business: A holding company with a nearly 50% stake in
                  drugstore chain Phar-Mor, which has around 75
                  stores in about 25 states operating under
                  such names as Phar-Mor, Pharmhouse, and Rx
                  Place.

Chapter 11 Petition Date: December 11, 2002

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan, Tarpley, Andrews & Foley, LLP
                  1700 Pacific Ave., Suite 2600
                  Dallas, Texas 75201
                  Tel: 214-840-5300

Total Assets: $14,758,000 (as of September 30, 2002)

Total Debts: $23,318,000 (as of September 30, 2002)

A. Avatex's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wells Fargo Bank Minnesota  Indenture Trustee for  $14,752,699
                            Notes Due Dec. 7, 2002

American Stock Transfer &   Stock and Warrant           $9,500
Trust Co.                  Transfer Agent Fees

Dallas County Tax Office    2002 Personal Property      $2,026
                            Taxes

XO One                      Master Telecom              $1,167
                            Service Agreement

Airband Communications Inc. Service Agreement for         $213
                            High Speed Internet
                            Service Dated 08-07-01

Federal Express             Delivery Charges              $228

Commercial Record Center    Document Storage               $88

B. Davenport's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pension Benefit Guaranty    Potential Claim            Unknown
Corporation                relating to underfunding
                            of Davenport, Inc. Pension
                            Plan

State of Delaware           2002 Franchise Taxes           $50

C. Natmin Development's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pennsylvania Dep't of       2002 PA Corp. Taxes         $1,276
Revenue

State of Delaware           2002 Franchise Taxes           $50

D. National Aluminum's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State of Delaware           2002 Franchise Taxes           $50

E. US HealthData's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State of Delaware           2002 Franchise Taxes           $50


BOYD GAMING: Commences Tender Offer for $250 Million 9.50% Notes
----------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) intends to commence a cash
tender offer to purchase all of its outstanding $250 million
aggregate principal amount of 9.50% senior subordinated notes
due 2007.

Under the terms of the proposed offer, the total consideration
to be paid for each note validly tendered prior to 5:00 p.m. New
York City time, on December 30, 2002 and accepted for payment
will be $1,047.50 per $1,000.00 of principal amount, plus
accrued and unpaid interest.  The total consideration for each
note tendered includes an early tender premium of $10.00 per
$1,000.00 of principal amount of notes tendered prior to
5:00 p.m., New York City time, on December 30, 2002.  Holders
that tender their notes after that time but prior to the
expiration of the tender offer will receive $1,037.50 per
$1,000.00 of principal amount of notes validly tendered and
accepted for payment, plus accrued and unpaid interest.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on January 14, 2003, unless extended or earlier
terminated.  Tenders of notes made prior to 5:00 p.m., New York
City time, on December 30, 2002, may not be validly withdrawn or
revoked, unless the Company reduces the tender offer
consideration or the principal amount of notes subject to the
tender offer or is otherwise required by law to permit
withdrawal.  Tenders of notes made after 5:00 p.m., New York
City time, on December 30, 2002, may be validly withdrawn at any
time until 5:00 p.m., New York City time, on the expiration
date.

The tender offer will be conditioned upon the consummation of
the Company's proposed issuance of senior subordinated notes due
2012, regulatory approvals and certain other conditions.  The
Company currently intends to call for redemption, in accordance
with the indenture governing the 9.50% senior subordinated notes
due 2007, all such notes that remain outstanding, as soon as
practicable upon consummation of the Company's proposed issuance
of its senior subordinated notes due 2012, at the applicable
price of $1,047.50 per $1,000.00 of principal amount thereof,
plus interest accrued and unpaid to the redemption date.

Lehman Brothers and Deutsche Bank Securities will serve as the
Dealer Managers for the tender offer.  Questions regarding the
tender offer may be directed to Lehman Brothers, Attention: Rad
Antonov, at (212) 528-7581 or (800) 438-3242 (toll free).
Requests for documents may be directed to D.F. King & Co., Inc.,
the Information Agent for the tender offer, at (800) 628-8510.

                         *     *     *

As previously reported, Fitch Ratings assigned a 'B' rating to
Boyd Gaming's $200 million senior subordinated notes due 2012.

BYD has substantial debt maturing in 2003 and the new notes
issuance addresses in part these pending maturities. Ratings
affirmed include BYD's $612 million senior secured bank credit
facility due 2003 at 'BB', $200 million 9.25% senior unsecured
notes due 2003 and $200 million 9.25% senior unsecured notes due
2009 at 'BB-'. The Rating Outlook is Negative.

The ratings were based on the company's diversified property
portfolio, strong customer focus, favorable earnings mix and
growing cash flow visibility. Approximately 60% of BYD's
revenues are generated from slot play, which is generally a more
consistent source of earnings. Due to the events of September 11
and the slowing economy, drive-to properties have had a
relatively strong performance compared to the Las Vegas Strip.
More than 60% of property EBITDA during 2001 was generated by
the Blue Chip, Par-A-Dice and Treasure Chest casinos, which are
all drive-to properties, while less than 10% of EBITDA was
generated from BYD's Las Vegas Strip property. The ratings also
incorporate the solid cash flow potential of Delta Downs, which
opened on February 13, 2001.

Concerns are centered upon the company's relatively high debt
levels in relation to cash flows. In particular, total debt of
$1.146 billion was approximately 5.1 times total company EBITDA
at December 31, 2001. However, following the $37 million equity
contribution to The Borgata project, which was funded during the
first quarter 2002, Fitch expects debt reduction to be a
priority for the remainder of the year. As a result, debt/EBITDA
should approach low to mid-4x at December 31, 2002, levels more
appropriate for the rating category. Additional credit concerns
include construction risk pertaining to BYD's joint venture
project, the Borgata, in Atlantic City, which is expected to
open in mid-2003. The project is currently running on time and
on budget.


BUDGET: Creditors Committee Taps Sonnenschein as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Budget Group Inc., and its debtor-affiliates, seeks the
Court's authority to retain the firm of Sonnenschein Nath &
Rosenthal as its special trademark, license and franchise
counsel, nunc pro tunc to November 5, 2002.

William Bowden, Esq., Ashby & Geddes, in Wilmington, Delaware,
tells the Court that Sonnenschein is actively working with the
Debtors to renegotiate, formulate and implement the terms of a
license for the Debtors' trademark and a strategy for
protecting, licensing and franchising the rights of the
trademark, franchises and business models.  The Committee
selected Sonnenschein due to its expertise in trademark,
licensing and franchising law, both domestically and
internationally.  The Committee had sought advice from
Sonnenschein on a proposed trademark, licensing and franchise
agreement to be entered into between the Debtors and Cherokee
for the operations in Europe, the Middle East and Africa as
contemplated in the Asset Purchase Agreement between the
Debtors and Cherokee.

According to Mr. Bowden, the Debtors' operations consist of
corporate and franchise locations in 60 countries.  There is
significant interdependence among the major European countries
in the travel markets.  Though the Debtors' franchisees are
independent business units, they are joined together by a major
brand and a substantially common operating agreement that sets
standards of operation, signage and other terms that give the
appearance of one cohesive unit throughout the world.  The
Budget trademark, one of the key components to maintaining a
unified presentation by all locations in Europe, the Middle East
and Africa, is one of the assets that has been sold.

As special trademark, licensing and franchise counsel,
Sonnenschein is expected provide these services to the
Committee:

   A. expertise with respect to registration and protection of
      the Debtors' trademarks associated with the operations in
      Europe, the Middle East and Africa;

   B. commercial and licensing law advice in respect of
      structuring of the Debtors' operations in Europe, the
      Middle East; and

   C. expertise with respect to domestic and international
      franchise arrangements and related issues.

Sonnenschein will seek compensation based on its hourly rates,
and reimbursement of all costs and expenses incurred.  The
Sonnenschein professionals who will represent the Committee are:

       Rochelle B. Spandorf                  $375
       John R.F. Baer                         425

Other Sonnenschein attorneys or paralegals will also, from time
to time, provide legal services on the Committee's behalf.  The
firm's hourly rates currently range from:

       Partners                          $225 - 775
       Associates                         125 - 390
       Paralegals                          70 - 230

Peter D. Wolfson, a Member of Sonnenschein, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.  Mr. Wolfson discloses
that Sonnenschein has represented, currently represents, and
may, in the future, represent certain parties-in-interest to the
Debtors, or their attorneys, accountants, and investment bankers
in matters wholly unrelated to the Debtors.  These include Bank
of Nova Scotia, Citibank NA, Credit Lyonnais, Credit Suisse
First Boston, Deutsche Bank Trust Company Americas, Dresdner
Bank AG - New York Branch, Goldman Sachs & Co, Merrill Lynch
Pierce Fenner & Smith Incorporated, Morgan Stanley, Starcom
Worldwide, R2 Investments and SunTrust Bank. (Budget Group
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CANWEST GLOBAL: Receives $25.7MM Tax Refund after Reassessment
--------------------------------------------------------------
CanWest Global Communications Corp., received a refund, which,
net of applicable taxes, totaled $25.7 million. The refund was
received in respect of CanWest's share of a reassessment of
taxes previously paid by WIC Western International
Communications in connection with Australian dollar denominated
debentures issued by WIC in March 1990. The funds will be
applied to reduce corporate debt.

CanWest Global Communications Corp., (NYSE: CWG; TSE: CGS.S and
CGS.A) -- http://www.canwestglobal.com-- is an international
media company. CanWest, now Canada's largest publisher of daily
newspapers owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and Internet portals in
Canada, New Zealand, Australia, Ireland and the United Kingdom.
Fireworks, the Company's program production and distribution
division, operates in several countries throughout the world.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its long-term corporate credit and senior secured debt
ratings on  multiplatform media company CanWest Media Inc., to
'B+' from 'BB-'. At the same time, the ratings on the company's
senior subordinated notes were lowered to 'B-' from 'B'. The
outlook is now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CANYON CAPITAL: S&P Assigns BB Prelim. Rating to Class C Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Canyon Capital CDO 2002-1 Ltd./Canyon Capital CDO
2002-1 Corp.'s $255.6 million fixed- and floating-rate notes due
2014.

The preliminary ratings are based on information as of Dec. 12,
2002. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

     The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the preference shares
        and overcollateralization;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The coverage of interest rate risks through hedge
        agreements; and

     -- The legal structure of the transaction, which includes
        the bankruptcy-remoteness of the issuer.

               PRELIMINARY RATINGS ASSIGNED

Canyon Capital CDO 2002-1 Ltd./Canyon Capital CDO 2002-1 Corp.

     Class                 Rating     Amount (mil. $)
     A                     AAA                 222.10
     B                     BBB                  11.10
     C                     BB                   11.20
     Subordinated notes    N.R.                 22.35
     Preference shares     N.R.                  8.25
     N.R.-Not rated.


CIENA CORP: Net Loss Tops $755 Million in Fiscal Fourth Quarter
---------------------------------------------------------------
CIENA(R) Corporation (NASDAQ:CIEN) reported revenue of $61.9
million for its fourth fiscal quarter ended October 31, 2002.
Under GAAP, CIENA's reported net loss for the period was $754.8
million.

The quarter's results include charges for a goodwill impairment
of $557.3 million, restructuring charges of $78.7 million
associated with workforce reductions, lease terminations, non-
cancelable lease costs and the write-down of certain property,
equipment and leasehold improvements, deferred stock
compensation charges of $5.7 million, amortization of intangible
assets of $3.0 million, a charge for settlement of litigation
with Pirelli of $1.8 million, losses on equity investments of
$9.9 million, and a $2.7 million loss related to the repurchase
and early extinguishment of $97.1 million of the $300 million
outstanding 5% convertible subordinated notes due in 2005
assumed in the purchase of ONI Systems. In addition, CIENA
recorded a charge of $1.6 million related to excess inventory.

"Despite a challenging year, our ongoing operating results in
our fiscal fourth quarter show the positive effects of the steps
taken across our company over the last year to align our
business with a changed environment," said Gary Smith, CIENA's
president and CEO. "During the quarter we grew our revenue,
improved gross margins and delivered lower-than-anticipated
ongoing operating expenses."

For its 2002 fiscal year, CIENA reported revenue of $361.2
million. Under GAAP, CIENA's reported net loss for the period
was $1,597.5 million.

The year's results include charges for a goodwill impairment of
$557.3 million, restructuring costs of $225.4 million associated
with workforce reductions, lease terminations, non-cancelable
lease costs and the write-down of certain property, equipment
and leasehold improvements, deferred stock compensation charges
of $20.3 million, a provision for doubtful accounts of $14.8
million, amortization of intangible assets of $9.0 million, a
charge for settlement of litigation with Pirelli of $1.8
million, losses on equity investments of $15.7 million, and a
$2.7 million loss related to the repurchase and early
extinguishment of $97.1 million of the $300 million outstanding
ONI 5% convertible subordinated notes due in 2005. In addition,
CIENA recorded a charge of $286.5 million, primarily related to
excess inventory associated with its long-haul transport
products and non-cancelable purchase commitments with suppliers.

In evaluating the operating performance of its business, CIENA's
management excludes certain charges or credits that are required
by GAAP. These items, which are identified in the table below,
share one or more of the following characteristics: they are
unusual and CIENA does not expect them to recur in the ordinary
course of its business; they do not involve the expenditure of
cash; they are unrelated to the ongoing operation of the
business in the ordinary course; or their magnitude and timing
is largely outside of the Company's control.

                       Debt Repurchase

During the fourth quarter of fiscal 2002, CIENA took steps to
improve its already strong balance sheet. The Company saved
$21.9 million in future principal payment by purchasing $97.1
million of the $300 million outstanding ONI 5% convertible
subordinated notes due in 2005 for $75.2 million on the open
market. At the time of purchase, these notes had an accreted
book value of $72.5 million.

In addition, CIENA has commenced a tender offer for the
outstanding 5% Convertible Subordinated Notes due October 15,
2005 originally issued by ONI Systems Corp. and assumed by CIENA
in its acquisition of ONI in June 2002. CIENA's purpose in
seeking to repurchase the notes is to reduce its annual interest
expense and eliminate the need to repay or refinance the debt at
maturity in 2005. The tender offer is not contingent on any
financing. The notes are currently convertible into CIENA common
stock at a conversion rate of approximately 7.7525 shares per
$1,000 principal amount held, subject to adjustment. The
purchase price for the notes will be $860.00 in cash per $1,000
principal amount, plus accrued and unpaid interest up to, but
not including, the date of payment.

Holders that desire to tender their notes pursuant to the offer
must follow the procedures described in the Offer to Purchase
and other related documents to be filed by CIENA with the
Securities and Exchange Commission. These documents will be
mailed to the registered holders of the notes. The tender offer
will expire at 5:00 p.m., New York City time, on January 13,
2003, unless the offer is extended.

Goldman, Sachs & Co., will act as the dealer managers for the
tender offer and State Street Bank and Trust Company of
California, N.A. will act as depositary. Requests for copies of
the Offer to Purchase and additional information concerning the
terms of the tender offer or questions about the offer may be
directed to Goldman, Sachs & Co., at 85 Broad Street, New York
City, New York 10004, Attn: Prospectus Department, Telephone:
(212) 902-1000 or to the information agent for the tender offer,
Georgeson Shareholder, 17 State Street, 10th Floor, New York,
New York 10004, Telephone: (866) 295-4322.

If the Company successfully purchases all of the $202.9 million
outstanding ONI 5% notes at $860 per $1,000 principal amount, it
will save approximately $28.4 million in future principal
payment and will record a book loss of approximately $18.7
million related to the extinguishment of this debt due to the
fact that the accreted book value of the notes will be less than
the purchase price. The Company will use its cash and cash
equivalents, and short-term investments to fund the note
purchase.

                         Business Outlook

"We are encouraged by the order activity we have seen thus far
in our fiscal first quarter and expect that revenue in the
quarter could increase by as much as 10 percent from our fiscal
2002 fourth quarter," said Smith. "In addition, we expect to
make continued progress toward profitability through our ongoing
efforts to improve gross margin and to lower ongoing operating
expenses."

"The telecom equipment market has changed radically in just the
last 12 months," continued Smith. "While challenging, this
change has created opportunity for those positioned to pursue
it. CIENA's financial strength and our commitment to continued
investment in our business differentiates us from our
competitors, many of whom are experiencing financial and
directional uncertainty."

"As a result, we believe CIENA has an opportunity to achieve
growth in 2003 despite decreased carrier spending," concluded
Smith. "In addition to working toward increased market share, we
are pursuing feature additions and product extensions, and
developing new sales channels, to increase our addressable
market."

CIENA Corporation's market-leading intelligent optical
networking systems form the core for the new era of networks and
services worldwide. CIENA's LightWorks(TM) architecture enables
next-generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at http://www.CIENA.com

                          *    *    *

As reported in Troubled Company Reporter's August 28, 2002
edition, Standard & Poor's lowered the corporate credit
rating on optical telecommunications systems and equipment
provider, Ciena Corp., to single-'B' from single-'B'-plus,
reflecting the company's dramatic decline in sales, and
expectations that business conditions will remain weak over the
intermediate term. Ciena, based in Linthicum, Maryland, had
about $990 million in total debt outstanding as of July 31,
2002. The outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

Although Ciena has sufficient financial assets to meet its
operating requirements over the intermediate term, business
prospects are highly uncertain.


COMDISCO INC: Has Until Wednesday to Challenge Claims
-----------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9006
of the Federal Rules of Bankruptcy Procedure, Comdisco, Inc.,
and its debtor-affiliates ask the Court to:

   (a) extend the General Objection Deadline from December 10,
       2002 to January 31, 2003 as to claims generally; and

   (b) extend the Objection Deadline to April 30, 2003 as to
       Proof of Claim Number 2907, which amends Proof of Claim
       Number 2792 filed by the Internal Revenue Service.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, reminds the Court that there are
more than 4,400 Proofs of Claims or requests for payment of
administrative expenses filed in these cases.  To date, the
Reorganized Debtors have allowed 1,100 Claims as filed or
settled, and have objected to 3,100 Claims pursuant to six
omnibus objections and several specific objections previously
filed in these cases.  The remaining 250 Claims, which have
neither been allowed as filed or objected to, remain under
review by the Debtors.

As to the 3,100 Claims, which have been objected to, all but
approximately 450 Claims have been resolved.  The 250 Claims
Under Review and the 450 Claims Under Objection comprise the
remaining unresolved Claims in these cases.

Ms. Perlman emphasizes that the Debtors have been diligent in
reviewing and objecting to the Claims.  Significant progress in
the claims resolution process had been made prior to plan
confirmation and the pace of the process has continued post-
emergence.  Ms. Perlman assures the Court that the requested
extension is not a delay tactic but is a prudent request to
avoid the inadvertent allowance of objectionable Claims to the
detriment of all other creditors.

With respect to the IRS Claim, the Debtors and the IRS have
agreed to an extension of the General Claims Objection Deadline
to April 30, 2003.  The IRS Claim consists of an asserted
unsecured priority claim for $57,090,437 and an asserted general
unsecured claim for $4,352,833 on account of corporate income
taxes, penalties and interest.  Ms. Perlman explains that the
IRS is currently conducting an audit of the Debtors' corporate
returns for tax years 1996 to 2000.

Ms. Perlman relates that the Debtors and the IRS have been
diligently working on resolving and settling the IRS Claim and
have settled issues as a result of the audit, except two issues
concerning tax shelters.

Both the Debtors and the IRS believe that there is significant
opportunity for resolving the remaining issues within the
additional time requested for filing an objection.

                         *   *   *

Judge Black extends the current General Claims Objection
Deadline from December 10, 2002 to December 18, 2002.  The
extension of the General Objection Deadline does not affect the
Specific Claim Objection Deadline and is without prejudice
against the Debtors' right to seek further extension. (Comdisco
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CONDUCTUS INC: Fails to Maintain Nasdaq Listing Requirements
------------------------------------------------------------
Conductus, Inc., (Nasdaq: CDTS) a leading manufacturer of
superconducting wireless systems, has received notification from
Nasdaq of Nasdaq's intention to delist the Company's securities
from the Nasdaq National Market at the opening of business on
December 16, 2002, for failure to maintain the required minimum
$1 stock price, as required by Marketplace Rule 4450(a)(5) and
failure to comply with the minimum $10,000,000 stockholders'
equity requirement of Marketplace Rule 4450(a)(3).

Conductus recently announced its agreement to merge with
Superconductor Technologies, Inc., in a transaction in which
Conductus common stock will be converted into shares of
Superconductor Technologies common stock. The stockholder
meeting for each company to vote on the transaction is scheduled
for December 17, 2002. If approved by the stockholders, the
transaction is expected to close promptly following the
meetings.

In response to the notification from Nasdaq, Conductus has
requested a hearing. As a result, Conductus stock will not be
delisted before the merger is expected to close.

Conductus, Inc., founded in 1987 and based in Sunnyvale,
California, develops, manufactures, and markets electronic
components and systems based on superconductors for applications
in the worldwide telecommunications markets. For many
applications, the unique properties of superconductor offer
significant performance advantages over products based on
conventional copper electronic components. These advantages can
provide improved price/performance at the system level because
of enhanced sensitivity and efficiency as well as reduced size
and weight. For additional information, please visit its Web
site at http://www.conductus.com

Superconductor Technologies Inc., headquartered in Santa
Barbara, California, is the global leader in developing,
manufacturing, and marketing superconducting products for
wireless networks.

STI's SuperLink(TM) products are proven to increase capacity
utilization, lower dropped and blocked calls, extend coverage,
and enable higher wireless transmission data rates.
SuperFilter(R), the company's flagship product, incorporates
patented high-temperature superconductor technology to create a
cryogenic receiver front-end used by wireless operators to
enhance network performance while reducing capital and operating
costs.

More than 1,700 SuperFilter Systems have been deployed
worldwide, logging in excess of 20 million hours of cumulative
operation. In 2002, STI was named one of Deloitte & Touche's
prestigious "Technology Fast 50" companies for the Los Angeles
area, a ranking of the 50 fastest-growing technology companies
in the area. SuperFilter and SuperLink are trademarks or
registered trademarks of Superconductor Technologies Inc. in the
United States and in other countries.

On October 10, 2002, Conductus and Superconductor Technologies
Inc., (Nasdaq: SCON) jointly announced they have signed a
definitive agreement to merge the two companies. For more
information about STI, please visit http://www.suptech.com

                         *     *     *

               Liquidity and Capital Resources

In its SEC Form 10-Q, for the quarter ended September 30, 2002,
the Company stated:

"As of September 30, 2002, our aggregate cash, cash equivalents
and short-term investments, excluding $374,000 of restricted
cash, totaled $2,535,000, compared to $6,897,000 as of December
31, 2001.

"Net cash used in operations was $11,031,000 during the nine
months ended September 30, 2002. Net cash used in operations was
primarily the result of the net loss of $13,894,000 and an
increase in prepaid expenses and other current assets of
$191,000, partially offset by decreases in accounts receivable
and inventories and increases in accounts payable and other
accrued liabilities of $213,000, $1,290,000 and $763,000,
respectively, and the effect of non-cash charges of $788,000 for
depreciation, amortization, gain on the disposal of equipment
and warrants vesting upon commercial product sales during the
first nine months of 2002. We anticipate that we will incur
significant additional net losses during the remainder of 2002.
As a result, we anticipate the use of additional cash in
operating activities during the remainder of 2002.  We purchased
inventory during the first nine months of 2002 to support our
projected 2002 sales.  The increase in accounts payable and
other accrued liabilities is principally a result of legal
expenses related to the ISCO International, Inc. patent
litigation and, to a lesser extent, inventory purchases.  Should
actual sales for the remainder of 2002 be less than our
projections, the carrying value of inventory may be adversely
affected.

"Net cash provided by investing activities was $2,043,000 during
the nine months ended September 30, 2002. The balance was
primarily related to proceeds from sales of short-term
investments during the period of $2,250,000, partially offset by
investments in additional property and equipment of $216,000. We
do not anticipate significant spending on capital expenditures
during the remainder of 2002.

"Net cash provided by financing activities was $6,872,000 during
the nine months ended September 30, 2002, and was primarily the
result of an equity financing of $7,300,000, less offering
expenses of approximately $422,000, received from the issuance
of 3,650,000 shares of common stock at $2.00 per share in March
2002, partially offset by principal payments on long-term debt
of $125,000.  In connection with the equity financing, we also
issued warrants to purchase an additional 1,825,000 shares of
our common stock at an exercise price of $2.75 per share.

"We believe that the merger transaction contemplated, and noted
in footnote 6, between the Company and Superconductor
Technologies will close by the end of December 2002.  If the
close of the merger is delayed beyond the end of December 2002,
we believe that our cash balance should be sufficient to fund
operations into the first quarter of 2003; however, there can be
no assurance that changes in our plans or other events affecting
the Company will not result in the expenditure of our resources
before then.  If the merger transaction is delayed significantly
or is not completed at all, we will be required to seek
additional financing, however, we can give no assurance that
additional financing will be available on acceptable terms or at
all.  Additionally, if the merger transaction is not completed
and we are unable to raise significant additional funds through
debt or equity issuances, asset sales, or otherwise, we will be
required to delay, reduce or eliminate one or more of our
research and development programs or obtain funds from
collaborative partners or others that may require us to
relinquish rights to our technologies or potential products that
we would not otherwise relinquish.  Our financial statements
have been prepared assuming that we will continue as a going
concern. The financial statements do not include any adjustments
that might be necessary if we are unable to continue as a going
concern or that may result from the outcome of any of these
other uncertainties."


CONSTELLATION 3D: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Constellation 3D,Inc.
        aka C3D, Inc.
        aka Latin Venture Partners, Inc.
        235 West 76th Street
        Suite 8D
        New York, New York 10023

Bankruptcy Case No.: 02-16231

Type of Business: Research and development of data storage
                  technology

Chapter 11 Petition Date: December 13, 2002

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Scott R. Kipnis, Esq.
                  Hofheimer Gartlir & Gross, LLP
                  530 5th Avenue, 9th Floor
                  New York, NY 10036
                  Tel: (212) 897-7898
                  Fax: (212) 897-4999

Total Assets: $1,041,020

Total Debts: $13,957,200

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
DeAm Convertible Arbitrage Fund                     $1,664,687
c/o The Palladin Group, L.P.
195 Maplewood Avenue
Maplewood, NJ 07040

Gleneagles Fund Company                             $1,000,000
c/o The Palladin Group, L.P.
195 Maplewood Avenue
Maplewood, NJ 07040

Baker & McKenzie                                      $250,000
1200 Brickell Ave--19th Fl
Miami, FL 33131-3214

State of Delaware Tax Division                        $250,000
15 East North Street
Dover, DE 19901

BDO Seidman                                           $200,000

NASDAQ                                                 $63,000

RR Donnelley                                           $60,000

Mullen                                                 $52,000

Academic Travel                                        $25,000

Griffin Securities                                     $20,000

ICE Proxy Services                                     $18,895

Related Broadway Development                           $16,000

Madison Third Building Companies LLC                   $15,488

Thelen Reid & Preist                                   $15,000

ATG (Advanced Technology Group)                        $10,875

Shemano Group                                          $10,000

Hosting.com                                             $8,184

The Depository Trust Company                            $8,000

ADP Proxy Service                                       $8,000


CONTIMORTGAGE HOME: S&P Cuts Class B Note Ratings to Low-B Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the B
classes of ContiMortgage Home Equity Loan Trust's series 1999-1
and 1999-2. The rating on class B of series 1999-1 is lowered to
'B' from 'BBB-' and the rating on class B of 1999-2 is lowered
to 'BB' from 'BBB-'. Simultaneously, ratings are affirmed on the
remaining 101 classes from 21 ContiMortgage Home Equity Loan
Trust transactions (including the two aforementioned).

The lowered ratings reflect a decrease in credit support
percentages to the subordinate classes due to net losses
consistently exceeding excess interest, resulting in an erosion
of overcollateralization. Standard & Poor's projects
overcollateralization to be depleted for the B classes of
series 1999-1 and 1999-2 within the next 12 months.

The affirmations on the classes in the 1997-3, 1997-4, 1997-5,
1998-1, 1998-2, 1998-3, 1998-4, and 1999-3 transactions reflect
credit support percentages and losses that have stabilized.
However, upgrades are not warranted at this time because of
persisting high delinquencies and projected losses.

Credit support for each transaction is provided by
subordination, excess interest, overcollateralization, and bond
insurance provided by MBIA Insurance Corp. (Ambac Assurance
Corp. provides bond insurance for the 1999-1 and 1999-3
transactions only). The insurance policies cover only the senior
certificates in all cases, except the 1997-3 transaction, in
which case there is no insurance policy in effect.

The affirmations on the classes in the 1994, 1995, and 1996
transactions are based solely on bond insurance provided by
Financial Guaranty Insurance Co. (for the 1995-1, 1995-2, 1995-
3, 1995-4, and 1996-1 transactions) and MBIA Insurance Corp.
(for the 1994-3, 1994-4, 1994-5, 1996-2, 1996-3, and 1996-4
transactions).

As of the October 2002 distribution date, total delinquencies
across all 21 transactions ranged from 14.58% (series 1994-3) to
36.27% (series 1997-3 group 2). Serious delinquencies ranged
from 13.47% (series 1994-5) to 29.57% (series 1997-3 group 2),
and cumulative losses ranged from 3.11% (series 1994-3) to 4.72%
(series 1998-3 group 1).

All of the transactions are backed by fixed- and adjustable-rate
subprime home equity mortgage loans secured by first and second
liens on owner-occupied one- to four-family residences.

                       RATINGS LOWERED

            ContiMortgage Home Equity Loan Trust
                      Pass-thru certs

                                       Rating
            Series    Class        To          From
            1999-1    B            B           BBB-
            1999-2    B            BB          BBB-

                      RATINGS AFFIRMED

             ContiMortgage Home Equity Loan Trust
                      Pass-thru certs

            Series     Class                     Rating
            1994-3     A-2, A-2IO, A-3, A-4      AAA
            1994-4     A-4, A-5, A-6, A-IO       AAA
            1994-5     A-4                       AAA
            1995-1     A-5, A-6IO, A-7IO         AAA
            1995-2     A-5, A-6                  AAA
            1995-3     A-5, A-6                  AAA
            1995-4     A-8, A-9, A-11, A-12      AAA
            1995-4     A-13IO                    AAA
            1996-1     A-6, A-7, A-8, A-9IO      AAA
            1996-2     A-7, A-8, A-9, A-10IO     AAA
            1996-3     A-6, A-7, A-8, A-9IO      AAA
            1996-3     A-10IO                    AAA
            1996-4     A-7, A-8, A-9, A-10       AAA
            1996-4     A-11IO, A-12IO            AAA
            1997-3     A-7, A-8, A-9, A-10, M-1A AAA
            1997-3     M-1F                      AA
            1997-3     M-2A                      A
            1997-3     B-1A                      B
            1997-4     A-6, A-7, A-9             AAA
            1997-5     A-5, A-6, A-8, A-10       AAA
            1997-5     B                         B
            1998-1     A-6, A-7, A-8, A-9        AAA
            1998-1     B                         CCC
            1998-2     A-5, A-6, A-7, A-8, A-9   AAA
            1998-2     B                         BB
            1998-3     A-5, A-6, A-7, A-8, A-9   AAA
            1998-3     A-10, A-15, A-16          AAA
            1998-3     A-17, A-18                AAA
            1998-3     A-20                      AAA
            1998-3     B-I, B-II                 BBB-
            1998-4     A                         AAA
            1999-1     A-4, A-5, A-6, A-7, A-8   AAA
            1999-2     A-4, A-5, A-6, A-7, A-8   AAA
            1999-3     A-3, A-4, A-5, A-6, A-7   AAA
            1999-3     A-8                       AAA
            1999-3     B                         BBB-


COOKER RESTAURANT: Knight Securities Reports 11.5% Equity Stake
---------------------------------------------------------------
Knight Securities, LP, beneficially owns 742,582 shares of the
common stock of Cooker Restaurant Corporation, representing
11.5% of the outstanding common stock of the Company.  Knight
Securities holds sole voting and dispositive powers over the
stock.

                         *   *   *

As previously reported in the September 27, 2002, issue of
Troubled Company Reporter, the Cooker Restaurant Corporation's
(OTC Bulletin Board: CGRT) plan of reorganization was approved
by the Federal Court in Columbus, Ohio on Wednesday,
September 11, 2002.

CRC entered Chapter 11 in May of 2001 with a total debt of $85
million. The new Company has debt of $34 million.  The Company
owns and operates 35 restaurants in Tennessee (Nashville &
Murfreesboro - 7), in Ohio (Cleveland - 7, Columbus - 5,
Cincinnati - 3, Dayton - 2 & Toledo- 2) and in Michigan (Detroit
- 6 & Ann Arbor - 1), in Virginia (Chesapeake 1) and in Florida
(Orlando - 1).  The Company also has raised $4 million in new
equity capital, including a large infusion from River Capital
Partners, Atlanta, Georgia.


COVANTA ENERGY: Makes Amendments to BofA DIP Credit Agreement
-------------------------------------------------------------
Covanta Energy Corporation, and its debtor-affiliates amended
the DIP Credit Agreement they executed with Bank of America,
N.A., as Administrative Agent for the Lenders and Deutsche Bank
AG, New York Branch, as Documentation Agent for the Lenders, on
May 10 and October 4, 2002.

A full-text copy of the Amendments was filed with the Securities
and Exchange Commission on November 14, 2002 and it is available
at:

http://www.sec.gov/Archives/edgar/data/73902/000090342302000718/0000903423-0
2-000718.txt

The salient terms of the most recent Amendment are:

1. Under Subsection 1.1, "Advance Limit" means, with respect to
   Tranche A Loans, a of the any date of determination, during
   any calendar month set herein, the aggregate amount set
   herein for the calendar month:

      Calendar Month                Advance Limit
      --------------                -------------
      September 2002                $14,000,000
      October 2002                   14,000,000
      November 2002                  24,000,000
      December 2002                  14,000,000
      January 2003                   14,000,000
      February 2003                  14,000,000
      March 2003                     14,000,000
      April 2003                     14,000,000

   Provided, however, that in the event of any Ottawa
   Disposition, each of the amounts will be reduced by the
   excess, if any, of:

   (a) 75% of the Ottawa Disposition Proceeds over:

   (b) the greater of zero and the amount, if any,

   by which the Tranche A Commitments exceed the Advance Limit
   then in effect; and provided further, however, that in no
   event shall the Advance Limit then in effect be reduced below
   $5,000,000 pursuant to the immediately preceding proviso.

2. Subsection 2.5A is amended to read:

   "during the period from date of the appointment of the
   Official Committee for the Unsecured Creditors in the Chapter
   11 cases to September 25, 2002, proceeds of the Loans, the
   Letters of Credit and Cash Collateral not to exceed $345,000
   may be used to pay reasonable fees and expenses for the
   Committee to, among other things, analyze and investigate the
   Prepetition Obligations and any Liens securing the claims."

3. This provision is further inserted in Subsection 2.5A:

   "Subject to the foregoing restrictions, proceeds of Loans and
   Cash Collateral not to exceed $500,000 in the aggregate my be
   used to pay reasonable fees and expenses of professionals for
   the Official Committee of Unsecured Creditors to prosecute,
   after September 25, 2002, the claims of the Committee, acting
   on behalf of the Debtors, against the holders of Company's
   9.25% Debentures and their trustee, as the claims are
   described in the complaint filed as part of the adversary
   case number 02-03004."

   "Notwithstanding anything to the contrary,

   (a) in no event shall any portion of the $500,00 be used to
       pursue any claims or prosecute any action against the
       Lenders, the Prepetition Lenders or the Agents; and

   (b) in no event shall any consent, authorization or lack of
       prohibition with respect to the Committee's right to use
       the Cash Collateral to prosecute any action in any way be
       deemed to confer on the Committee any right to use Cash
       Collateral to pursue any adversary action, suit,
       arbitration, proceeding or other litigation of any type
       against the Lenders, the Prepetition Lenders or the
       agents now or at any time in the future."

4. These new provisions are added in Subsection 7.7:

   (xi) Ogden Spain S.A. may commence voluntary bankruptcy
        proceedings in Spain; provided that:

        (a) at the time of commencement of the bankruptcy
            proceedings, Ogden Spain S.A. shall not be engaged
            in any business activities and shall have no
            material assets other than the net intercompany
            receivable against Company;

        (b) the aggregate amount of costs incurred by Borrowers
            and their respective Subsidiaries in connection with
            the bankruptcy proceedings shall not exceed
            $225,000; and

        (c) Administrative Agent shall have received an
            Officer's Certificate from Company certifying as to
            the foregoing.

   (xii) Ogden Entertainment Services of Spain S.A., a Foreign
         Subsidiary, may be liquidated in accordance with
         applicable law; provided that:

         (a) at the time of liquidation, the Foreign Subsidiary
             shall not be engaged in any business activities;

         (b) Borrowers and their respective Subsidiaries shall
             have in the aggregate no more than $90,000 if debts
             or other obligations, contingent or otherwise,
             relating to the Foreign Subsidiary and the assets
             being liquidated;

         (c) the aggregate amount of costs incurred by Borrowers
             and their respective Subsidiaries in connection
             with the liquidation shall not exceed $30,000; and

         (d) Administrative Agent shall have received an
             Officer's Certificate from Company certifying as to
             the foregoing. (Covanta Bankruptcy News, Issue No.
             18; Bankruptcy Creditors' Service, Inc., 609/392-
             0900)


CRIIMI MAE: Brascan Completes Due Diligence for Recapitalization
----------------------------------------------------------------
An affiliate of Brascan Real Estate Financial Partners LLC has
completed due diligence for the previously announced
transactions designed to recapitalize and refinance commercial
mortgage company CRIIMI MAE Inc. (NYSE: CMM). Under the terms of
the Investment Agreement, BREF will purchase 10% of the
outstanding shares of CRIIMI MAE's common stock and up to $40
million of subordinated debt to be issued by CRIIMI MAE.

In addition, Bear, Stearns & Co., Inc., has completed its
initial due diligence and signed a commitment letter to provide
CRIIMI MAE with a secured financing of up to $300 million in the
form of a repurchase transaction under terms substantially in
the form as previously disclosed in the Company's third quarter
10-Q.

CRIIMI MAE, BREF and Bear Stearns are proceeding to the expected
closing of the proposed transactions in January 2003.

The combined proceeds of up to $353 million from the BREF
investments and the Bear Stearns secured financing together with
a substantial portion of the Company's liquid assets will be
used to retire CRIIMI MAE's recourse debt incurred in connection
with its emergence from Chapter 11 in April 2001.

The closing of the transactions contemplated by the BREF
Investment Agreement and the Bear Stearns commitment letter is
subject to the completion of documentation, absence of material
adverse changes and the satisfaction of certain other closing
conditions.

Brascan Corporation (NYSE: BNN), (Toronto: BNN.A) is a North
American based company which owns and manages assets which
generate sustainable cash flows. Current operations are largely
in the real estate, power generation and financial sectors.
Total assets exceed $23 billion and include 55 premier
commercial properties and 38 power generating facilities. In
addition, Brascan holds investments in the resource sector.
Brascan's publicly traded securities are listed on the New York
and Toronto stock exchanges.

CRIIMI MAE Inc., (NYSE: CMM) is a commercial mortgage company
based in Rockville, Md. CRIIMI MAE holds a significant portfolio
of commercial mortgage-related assets and performs, through its
servicing subsidiary, mortgage servicing functions for $17.7
billion of commercial mortgage loans. During the late 1990s,
CRIIMI MAE was the largest buyer of subordinated commercial
mortgage-backed securities. It also originated commercial real
estate mortgages, pooled and securitized commercial mortgages
and executed three of the commercial real estate industry's
earliest resecuritization transactions.

The Bear Stearns Companies Inc. (NYSE: BSC), founded in 1923 and
headquartered in New York City, is the parent company of Bear,
Stearns & Co. Inc., a leading investment banking and securities
trading and brokerage firm serving governments, corporations,
institutions and individuals worldwide. With approximately $29.6
billion in total capital, the company's business includes
corporate finance and mergers and acquisitions, institutional
equities and fixed income sales, trading and research, private
client services, derivatives, foreign exchange and futures sales
and trading, asset management and custody services.

For further information, including CRIIMI MAE's SEC filings, see
the company's Web site: http://www.criimimaeinc.com
Shareholders and securities brokers should contact Shareholder
Services at 301-816-2300, e-mail shareholder@criimimaeinc.com,
and news media should contact James Pastore, Pastore
Communications Group LLC, at 202-546-6451, e-mail
pastore@ix.netcom.com


DEVON MOBILE: Delaware Court Fixes January 17, 2003 Bar Date
------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, January 17, 2003, has been fixed as last day for
creditors, except for governmental claim holders, to file their
Proofs of Claim against Devon Mobile Communications, LP, or be
forever barred from asserting those claims.

The Governmental Claims Bar Date is set for February 17, 2003.

Proofs of Claim need only be filed by entities:

      i. whose claims are not listed in the Debtors' Schedules;

     ii. whose claims are listed in the Schedules as contingent,
         unliquidated, or disputed;

    iii. who dispute the amount of their claims;

     iv. who dispute the manner in which their claims are
         listed;

Proofs of Claim must be received before 5:00 p.m. on the
applicable bar date at:

      Devon Mobile Communications, LP
      c/o Robert L. Berger & Associates LLC,
      10351 Santa Monica Boulevard
      Suite 101-A, PMB 1029,
      Los Angeles, California 90025

Devon Mobile Communications, L.P., a personal communications
service company, filed for Chapter 11 protection on August 19,
2002. J. Kate Stickles, Esq., at Saul, Ewing LLP and Gerard S.
Castellano, Esq., at Brown Raysman Millstein Felder & Steiner
LLP represent the Debtors in their restructuring efforts. When
the Debtors filed for protection from its creditors, it listed
total assets of about $142.7 million and total debts of $64.8
million.


DION ENTERTAINMENT: D.A.W. Demands Repayment of $6MM by Dec. 31
---------------------------------------------------------------
The Board of Directors of Dion Entertainment Corp., (TSX:DIO)
provides this update to investors.

As previously announced, D.A.W. Investments Limited, a company
controlled by David Wallace has reiterated its allegations that
the Company is in default under a loan agreement dated June 17,
1999 and a series of pledge agreements and amending agreements
dating back to January 31, 1996. Consequently, DAW has appointed
David Wallace as the sole director of certain of the
subsidiaries of the Company, including Leisure Food Services
Corp., Dion First American, Inc. Bingo World Conference & Expo
Inc., and Bingo Plus Services (America) Inc., in addition to
Great Canadian Bingo Corp., as previously announced, and to
further seize all corporate assets of those companies on behalf
of DAW. DAW has further demanded repayment of an aggregate of
$6,089,232.07 by December 31, 2002, under its various Security
Agreements, Amended and Restated Security Agreements, General
Security Agreements and Security Pledge Agreements executed
between the parties.

Mr. Louis Dion, a new board member, considers these actions in
breach of a long-standing agreement between himself and
Mr. Wallace.

The new Board is taking these recent developments into
consideration with its legal advisors, and is working diligently
to resolve this matter in the best interests of the Company and
its shareholders.


EB2B COMMERCE: Richard Cohan Discloses 11.2% Equity Stake
---------------------------------------------------------
Mr. Richard S. Cohan used his own personal funds to purchase a
7% senior subordinated secured convertible note of eB2B Commerce
Inc. in the principal amount of $5,729, which Note is
convertible immediately into  56,725 shares of common stock of
the Company at the rate of $0.101 per share, which acquisition
is the event that required filing of an Amendment No. 2 with the
SEC. Such funds had previously been placed in escrow with the
Company in July 2002.

The aggregate number of shares of common stock which Mr. Cohan
beneficially owns is 244,648, representing  11.2% of the
outstanding common stock of the Company; less than 1% on a fully
diluted basis, giving effect to all shares of common stock
underlying derivative securities issued by eB2B Commerce (i.e.
convertible notes, convertible preferred stock, warrants and
options).

Mr. Cohan holds sole power to vote or to direct vote of, and the
sole power to dispose or to direct the disposition of the entire
244,648 shares.

Mr. Cohan is the owner of 3,447 shares of eB2B Commerce common
stock; the Note presently convertible into 56,725 shares of
common stock; wo 7% senior subordinated secured convertible
notes in the principal amounts of $7,292 and $5,729, which notes
are presently convertible into 72,195 and 56,725 shares of
common stock, respectively;  and options to purchase 1,316,668
shares of common  stock of the Company.  Of such Options, (i)
133,334 are exercisable at $7.95 per share, of which 1/3 (44,445
shares) are exercisable immediately and an additional 1/3 of
which shall vest on each of May 4, 2003 and 2004; (ii) 33,334
are exercisable at $3.45 per share, of which 1/3 (11,111 shares)
are exercisable immediately and an additional 1/3 of which shall
vest on each of July 3, 2003 and 2004; (iii) 350,000 are
exercisable at $1.30 per share, of which 1/2 (175,000 shares)
shall vest on each of February 19, 2003 and 2004; and (iv)
800,000 are exercisable at $0.11 per share, of which 1/2
(400,000 shares) are exercisable immediately and the remaining
1/2 of which shall vest on June 27, 2003; provided, however,
this option for 800,000 shares shall not vest at all until the
Company shall obtain shareholder approval of a proposal to
increase the number of shares available for issuance under the
Company's 2000 Stock Option Plan, as amended (and the Company
has indicated Shareholder  Approval will not be obtained within
sixty days from the date of this Amendment No. 2). For purposes
of this article, only those shares subject to Options
exercisable within 60 days have been included in calculating Mr.
Cohan's beneficial ownership of the issued and outstanding
shares of common stock of the Company.  All  transactions
disclosed herein have been adjusted to reflect the 1:15 reverse
stock split of the Company's  common stock effective January 10,
2002.

eB2b's working capital deficit tops $3.2 million at
September 30, 2002.


EMAGIN CORP: Inks Release Agreement with Triton & Northwind
-----------------------------------------------------------
eMagin Corporation, Triton West Group, Inc., and Northwind
Associates, Inc., entered into a Release Agreement dated
December 5, 2002. The Agreement, among other things,  terminates
the Common Stock Purchase Agreement dated March 4, 2002 between
eMagin and Northwind. The warrant issued pursuant to the Common
Stock Purchase Agreement will remain outstanding. As part of the
termination, eMagin will not be required to utilize the  minimum
draw down commitment amount of $250,000 under the Common Stock
Purchase Agreement. In addition, under the Agreement, Triton
agrees to release certain claims it had asserted against, and
which were disputed by, eMagin for anti-dilution protection
pursuant to the Securities Purchase Agreement entered into as of
February 27, 2002 between eMagin, Triton and certain other
investors.  As part of the Agreement, eMagin agreed to issue to
Triton 500,000 shares of its common stock, pay Northwind the sum
of $25,000 upon the completion of a financing with gross
proceeds to eMagin of $500,000 subject to certain additional
adjustments, and file a registration statement with the SEC
covering the resale of all shares of common  stock owned by
Triton and Northwind within forty-five calendar days from the
completion of a financing with gross proceeds of at least
$7,000,000 and under certain additional circumstances.  Further,
Triton and  Northwind on the one hand and eMagin on the other
hand provided a complete mutual release from all claims.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. These miniature, high-performance,
modules provide access to information-rich text, data, and video
which can facilitate the opening of new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications.

eMagin's September 30, 2002 balance sheet reported a net capital
deficit of about $11 million.


ENCOMPASS SERVICES: Hires Deloitte & Touche as Tax Consultants
--------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates need
tax consultants to assist them in tax-related matters as they go
about their business operations as debtors-in-possession.
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, informs Judge Greendyke that the Debtors chose
Deloitte & Touche LLP to render tax consulting, tax advisory and
other related services.  The Debtors believe that Deloitte's
extensive experience and knowledge of tax laws will surely have
an impact on their business and financial affairs. Mr. Perez
notes that Deloitte has rendered accounting, auditing,
consulting and tax advisory services and advice to financially
troubled companies for many years.  Hence, Deloitte has the
necessary background to deal effectively with many of the
Debtors' needs and problems that may arise.

Mr. Perez relates that the services Deloitte will render are in
the nature of tax issue analysis and consulting and tax advisory
services and therefore are not duplicative in any manner with
the services performed and to be performed by other
professionals retained by the Debtors.  In particular, Deloitte
will:

   (a) assist and advise them in their restructuring objectives
       and post-restructuring operations with regard to tax
       matters;

   (b) provide tax consulting regarding the availability,
       limitations and preservation of certain tax attributes
       like as net operating losses, tax credits and basis;

   (c) assist them in determining the likely amount of
       cancellation of indebtedness income arising from various
       restructuring scenarios and the effect of tax attribute
       reduction for federal and state purposes under the
       bankruptcy exclusion of Section 108 of the Internal
       Revenue Code;

   (d) assist them to determine whether an ownership change,
       within the meaning of Section 382 of the Internal Revenue
       Code, will occur as a result of the proposed plan of
       reorganization and whether they would potentially qualify
       for and benefit from the special bankruptcy exceptions
       contained in Section 382(l)(5) and (l)(6) of the IRC;

   (e) review their determination of tax bases in subsidiaries
       and provide tax consulting with respect to any excess
       loss accounts that may exist with respect to any
       subsidiaries;

   (f) advise as to the treatment of damages relating to
       rejected leases, if any, postpetition interest, and other
       insolvency or bankruptcy tax issues that may arise;

   (g) document, as appropriate, the tax analysis, opinions,
       recommendations, conclusions, and correspondences for any
       proposed restructuring alternative tax issue or other tax
       matter; and

   (h) other tax services in connection with these Chapter
       11 cases as they may request;.

The Debtors will pay Deloitte for its services in accordance
with the firm's standard hourly rates:

     Professional                          Rate
     ------------                          ----
     Partners/Directors/Principals      $550 - 650
     Senior Managers                     450 - 550
     Managers                            350 - 450
     Staff/Seniors                       250 - 350

The Debtors will also indemnify and hold Deloitte and its
personnel harmless, to the fullest extent of the law, from all
claims, liabilities and expenses related to:

   -- their engagement except to the extent judicially
      determined to have resulted primarily from the bad faith
      or intentional misconduct of the firm;

   -- a breach or an alleged breach by the Debtors or any of
      their personnel of any provision of the terms of the
      Engagement Letter; and

   -- the access to or use of certain communications between the
      Debtors and Deloitte by any of their professional
      advisors.

The Debtors further agree that the Indemnified Parties will not
be liable for any claims, liabilities, or expenses related to
their engagement for an aggregate amount in excess of the fees
the Debtors paid pursuant to the engagement, except to the
extent judicially determined to have resulted from the bad faith
or intentional misconduct of Deloitte.

Pursuant to an engagement letter executed on October 8, 2002,
the Debtors paid Deloitte a $50,000 retainer.  So far, Deloitte
has drawn $28,870.  The balance will be applied to post-petition
invoices.

Timothy Leverenz, a D&T partner, declares that that his Firm
does not have or represent any interest materially adverse to
the interest of the Debtors by reason of any relationship to,
connection with or interest in them, or for any other reason.
(Encompass Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EOTT ENERGY: Court Approves Disclosure Statement Explaining Plan
----------------------------------------------------------------
EOTT Energy Partners, L.P., (OTC Pink Sheets: EOTPQ) provided an
update on the company's progress relative to its restructuring
plan that includes legal and operational separation from Enron.

The Bankruptcy Courts for the Southern District of Texas and the
Southern District of New York have given final approval of
EOTT's settlement agreement with Enron. The court approvals
clear the way for EOTT's separation from Enron to occur upon
confirmation of the EOTT plan of reorganization, which is
expected to take place early in 2003.

The Court has also approved EOTT's disclosure statement to be
distributed to its creditors and unitholders in connection with
solicitation of approval of the reorganization plan. The EOTT
Creditors' Committee also approved to the contents of the
disclosure statement. Solicitation packages, including the
disclosure statement, plan of reorganization, and ballots, will
be mailed to creditors and unitholders during the week of
December 16, 2002. The deadline for submitting ballots is
January 23, 2003. The Court has scheduled a hearing on
January 30, 2003, to approve the reorganization plan.

"We are pleased with the progress of our restructuring plan and
believe that the Creditors' Committee and the company are
working well together in achieving the required approvals to
complete the Chapter 11 proceedings promptly," stated Dana
Gibbs, EOTT President and Chief Executive Officer. "We are on
track to emerge from the Chapter 11 process in early 2003 with
solid customer relationships, a stronger financial position and
a plan for growth."

On October 9, EOTT Energy Partners, L.P., and its subsidiaries
announced the filing of a voluntary, pre-negotiated plan of
reorganization.

A complete copy of EOTT's disclosure statement and plan of
reorganization, as filed with the Bankruptcy Court, are
available at http://www.eott.comor through the SEC's EDGAR
database.

EOTT Energy Partners, L.P., is a major independent marketer and
transporter of crude oil in North America. EOTT also processes,
stores, and transports MTBE, natural gas and other natural gas
liquids products. EOTT transports most of the lease crude oil it
purchases via pipeline that includes 8,000 miles of intrastate
and interstate pipeline and gathering systems and a fleet of
more than 230 owned or leased trucks. The partnership's common
units are traded under the ticker symbol EOTPQ:PK.

DebtTraders says that Eott Energy Partners/Fin.'s 11.000% bonds
due 2009 (EOT09USR1) are trading between 57 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for
real-time bond pricing.


EUROTECH LTD: Intends to Move from AMEX to OTC Bulletin Board
-------------------------------------------------------------
Eurotech, Ltd., (AMEX:EUO) announced that on December 10, 2002,
the Company received a written notice from the staff of the
American Stock Exchange indicating that the Staff had determined
that the Company would not be able to regain compliance with the
Exchange's continued listing standards by March 31, 2004, and
that the Exchange intended to proceed with the filing of an
application with the Securities and Exchange Commission to
strike the Company's common stock from listing and registration
on the Exchange if the Company did not appeal the Staff's
determination by Tuesday, December 17, 2002.

In its notice, the Staff cited as reasons for its determination
(i) the Company's financial concerns, such as sustaining losses
in the last three fiscal years, (ii) the listing of additional
shares without due approval from the Exchange, (iii) the
Company's failure to provide sufficient information to the
Exchange and (iv) the Company's recent financing transactions
which, the Staff contended, raise public interest concerns.

The Company stated that its Board of Directors voted this
afternoon not to appeal the Staff's decision and to immediately
commence efforts to cause the Company's common stock to trade on
the OTC Bulletin Board. The Company is in the process of
restructuring, including its recent announcement of a
transaction with Markland Technologies, Inc.

Don V. Hahnfeldt, the Company's President, stated "We regret
Amex's decision, but our Board of Directors maintains a strong,
positive belief in the prospects of Eurotech, and we hope to
announce soon additional elements of our continuing efforts to
restructure and position Eurotech for the future. We anticipate
that trading of our common stock on the OTC Bulletin Board will
begin next week and we will work closely with both Amex and the
Bulletin Board to ensure the smoothest possible transition."

Eurotech is a corporate asset manager seeking to acquire,
integrate and optimize a diversified portfolio of manufacturing
and service companies in various markets. Our mission is to
build value in our emerging technologies and in the companies we
acquire and own, providing each with the resources it needs to
realize its strategic business potential.

Eurotech's emerging technology business segment develops and
markets chemical and electronic technologies designed for use in
Homeland and Environmental Security. Following the closing of
the previously announced exchange with Markland Technologies,
Inc., the Homeland Security segment of the business shall be
conducted through Markland.

Eurotech's portfolio of technologically advanced products
includes: (i) proprietary materials created to specifically
solve the serious problems of how nuclear and other hazardous
wastes are cost effectively contained; (ii) advanced performance
materials for use in industrial products such as coatings and
paints; (iii) automatic detection of explosives and illicit
materials though its Markland Technologies subsidiary, and; (iv)
cryptographic systems for secure communications, all of which
can be used in Homeland and Environmental Security.

At September 30, 2002, Eurotech's balance sheet shows that total
current liabilities exceeded total current assets by about $2
million.


EXIDE TECH: Equity Committee Turns to CFA for Financial Advice
--------------------------------------------------------------
According to Equity Committee in the Chapter 11 cases of Exide
Technologies and its debtor-affiliates, Chairman Keith Johnson,
Corporate Financial Advisors, LLC is a financial advisory firm
that provides a broad range of services including, but not
limited to:

   -- investment banking;

   -- bankruptcy and turnaround consulting; and

   -- litigation and dispute support services.

On the other hand, Water Tower Capital FAE, LLC is a financial
advisory firm that has provided services to clients that include
the LTV Equity Committee, the Comdisco Equity Committee, a
significant trade creditor in the Sheffield Steel bankruptcy,
and a sub-advisory role to the Official Committee in the Finova
Chapter 11 proceeding.  The principals of Water Tower Capital,
LLC have served on several dozen creditors' committees during
the course of the past decade.  The principals of Water Tower
Capital, LLC have also managed more than $900,000,000 of
proprietary funds dedicated to investing in the securities of
troubled companies.

The Official Committee of Equity Security Holders seeks the
Court's authority to retain Corporate Financial Advisors, LLC as
financial advisors nunc pro tunc to November 14, 2002.  The
Equity Committee and CFA entered into an engagement letter on
November 15, 2002.  The Equity Committee also asks the Court to
approve the Engagement Team Agreement between CFA and Water
Tower Capital FAE, LLC.

Mr. Johnson explains that the Equity Committee has chosen CFA as
its financial advisor and has approved the Team Agreement
because CFA and WTC have substantial knowledge and experience in
the field of financial advisory services both within and outside
Chapter 11 contexts and with the matters in which the Equity
Committee will be active in these cases.

Although CFA has substantial experience in financial advisory
services, the synergies created by adding the experience of
WTC's professionals will greatly benefit the estate by allowing
CFA and WTC to efficiently combine the expertise of each group's
professionals.  The compensation received by WTC is a fixed
percentage of the compensation received by CFA.  WTC will look
only to CFA for payment of its fees, although, through CFA, it
will seek reimbursement from the Debtors' estates for its
out-of-pocket expenses.  Therefore, neither CFA nor WTC will
have an incentive to duplicate efforts.

CFA is expected to:

   A. communicate with the Debtors' officers and directors with
      respect to any proposed plan of reorganization and any
      other plan that may be proposed by any party;

   B. review the Debtors' asset pools and evaluate their quality
      and management;

   C. advise the Equity Committee with respect to potential
      business plans for the debtors-in-possession and any
      reorganized debtors;

   D. advise the Equity Committee with respect to the business
      operations of the debtors-in-possession;

   E. provide expertise and, if necessary, expert testimony
      concerning valuation of the Debtors' assets or enterprise;
      and

   F. provide any further and other services at the request of
      and in the interest of the Equity Committee.

Pursuant to the Engagement Letter, Mr. Johnson relates that CFA
will be compensated for its services at a rate of $100,000 per
month for the first four months of the engagement and at a rate
of $75,000 per month throughout the remainder of the engagement.
In addition, CFA will receive a success fee equal to 3% of the
Recovery Value in the cases payable in cash or in-kind
distribution, as the Equity Committee elects.  Pursuant to the
Team Agreement, WTC will receive 50% of any fees received by
CFA.

In addition, CFA and WTC will keep detailed records of all
expenses for which they seek reimbursement pursuant to the
Engagement Letter and Team Agreement including, without
limitation, travel and lodging expenses, word processing
charges, messenger and duplicating services, facsimile expenses,
long distance calls and other customary expenditures.  CFA will
submit WTC's expenses for reimbursement along with their own.

Mr. Johnson adds that the Engagement Letter provides that the
Debtors will indemnify CFA and WTC; provided, however, that the
indemnification excludes any claims arising from and based
solely on the bad faith or deliberate and willful gross
negligence of CFA, WTC or any other indemnified person.  The
terms of the requested indemnity are the same as those granted
to the financial advisor for the Official Committee of Unsecured
Creditors in these cases.

Mr. Johnson believes that the fee structure, which is set forth
in the Engagement Letter is comparable to those generally
charged by financial advisory and investment banking firms of
similar stature to CFA and WTC for comparable engagements, both
in and out of court, and reflect a balance between a fixed,
monthly fee and a contingency amount, which is tied to the
Recovery Value contemplated by the Equity Committee, CFA and WTC
in the Engagement Letter and the Team Agreement.

The hours worked, the results achieved and the ultimate benefit
to the Equity Committee of the work performed by CFA and WTC in
connection with this engagement may vary and the Equity
Committee, CFA and WTC have taken this into account in setting
the fees.  To induce CFA and WTC to do business with the Equity
Committee, the fees were set against the difficulty of the
assignment and the potential for failure.  Additionally, the
Equity Committee has been advised by CFA and WTC that they will
coordinate with the other retained professionals in these cases
to eliminate unnecessary duplication or overlap of work.

Mr. Johnson assures the Court that both CFA and WTC do not
represent and do not hold any interest adverse to the Debtors'
estates, their creditors or their equity security holders in the
matters on which CFA is to be engaged.  Accordingly, CFA and WTC
are "disinterested persons" within the meaning of the Bankruptcy
Code. (Exide Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EZENIA! INC: Partners with Chiliad to Create Application Suite
--------------------------------------------------------------
Ezenia! Inc., (Nasdaq: EZEN) a leading provider of real-time
collaboration solutions for corporate and government networks
and eBusiness, entered into a partnership agreement with Chiliad
to create an application suite combining the industry's next-
generation real-time knowledge search, discovery and content
analysis engine with a complete, secure collaboration platform
in use by the Government today. Ezenia! and Chiliad plan to
jointly sell the integrated product offerings to existing and
expanded customer bases.

InfoWorkSpace Version 2.5 introduces the first level of
integration with the Athena Discovery, a component of Chiliad's
Current Awareness Suite. Both companies have agreed to
incorporate the Chiliad Alert real-time contextual filtering
engine into a subsequent release of InfoWorkSpace, which will
provide users with continuous message monitoring and discern
real-time alerts.

"With the Chiliad partnership and the integration of its CAS
components into InfoWorkSpace, Ezenia! further solidifies its
leadership in the collaborative software solution market by
delivering improved technology, broadened performance and
increased value to our customers," said Khoa Nguyen, Chairman
and CEO of Ezenia!.

"This integration of software technologies by Chiliad and
Ezenia! will enable effective real-time situation assessment and
collaborative decision making for time- and mission-critical
applications," said Paul McOwen, CEO of Chiliad. "By raising the
standards of accuracy and productivity for real-time content
analysis, this combined solution enables users to provide
proactive immediate-response capabilities for national defense,
national security and business intelligence applications."

"InfoWorkSpace is known and endorsed by its users for proven
quality, deployed scalability and battle-tested reliability. Its
value as the premier collaboration platform with a flexible
architecture enables complimentary applications, such as
Chiliad's CAS, to be quickly integrated," said Michael LeJeune,
Director of Federal Sales, Marketing and Business Development of
Ezenia!. "This agreement firmly demonstrates Ezenia!'s
commitment to continuously improve its functionality either with
internal development or with technology partnerships, as well as
bring the best price/performance solution to our valued
customers in the U.S. Federal market, including the Department
of Defense, Department of Homeland Security and Intelligence
Community. InfoWorkSpace delivers cost-effective tools and
operational interoperability to all branches of the services."

InfoWorkSpace, available to all federal agencies via GSA
schedules and to the commercial marketplace, provides a secure
virtual office where users can build online meeting places
organized into virtual buildings, floors and rooms to meet and
interact on projects in real-time. InfoWorkSpace allows for the
establishment of user-friendly online work-groups that enhance
collaboration and increase productivity among knowledge workers.

Product Features:

     -- Online Detection & Instant Messaging - InfoWorkSpace
instant messenger capability, LaunchPad(TM), enables users to
locate people connected to the system, chat with them
instantaneously and/or invite them to join a virtual conference.

     -- Virtual Work Space - InfoWorkSpace offers a complete
virtual meeting facility where users can meet and collaborate,
store projects and review archives.

     -- Collaboration Tools - InfoWorkSpace includes a full
range of collaboration tools such as multiparty message chat,
multiparty audio conferencing, video webcasting, advanced
whiteboarding capability, application casting and shared
viewing, persistent storage of meeting minutes, online voting
and polling and much more.

Chiliad has released the first two products in its Current
Awareness Suite. Athena Discovery is the first of a new
generation of more productive real-time content analysis and
knowledge discovery software, built on top of the most accurate
contextual retrieval engine in the industry. The Chiliad Alert
contextual filtering engine continuously monitors live email
traffic, information flows across files systems, news feeds, and
other sources using intelligent filtering agents to detect
specific context and critical events, including security
violations. The filtering engine provides instant alerts to
desktops or wireless devices with the highest accuracy and the
fewest false alarms. Both products are introduced with an
industry changing pricing model to enable higher utilization and
return on investment. The software is listed on the GSA
Schedule. Chiliad's initial customers include the Defense
Department, various intelligence agencies involved in Homeland
Security, and the US Library of Congress. Chiliad was
incorporated in 1999 with headquarters in Amherst,
Massachusetts. Information about Chiliad can be found at
http://www.chiliad.com

Ezenia! Inc., (Nasdaq: EZEN) founded in 1991, is a leading
provider of real-time collaboration solutions, bringing new and
valuable levels of interaction and collaboration to corporate
networks and the Internet. By integrating voice, video and data
collaboration, the Company's award-winning products enable
groups to interact through a natural meeting experience
regardless of geographic distance. Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, white boarding, screen
sharing and text chat. The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision-making
process. More information about Ezenia! Inc. and its product
offerings can be found at the company's Web site,
http://www.ezenia.com/

At September 30, 2002, Ezenia!'s balance sheet shows that total
current liabilities eclipsed total current assets by about $2.4
million.


FX ENERGY: Current Fin'l Position Raises Going Concern Doubt
------------------------------------------------------------
As of September 30, 2002, FX Energy Inc., had approximately $1.1
million of cash and cash equivalents, negative working capital
of approximately $6.2 million and a stockholders' deficit of
approximately $1.2 million. In addition, it had a remaining
commitment of $9.3 million ($2.7 million of which is included in
accrued liabilities at September 30, 2002) that must be spent by
FX in order to complete its earning obligation in its Fences
project area. The Company's current financial position raises
substantial doubt about its ability to continue as a going
concern. After the recent implementation of certain cost-cutting
measures, management estimates that the existing cash and cash
equivalents should be sufficient to meet minimum requirements
through approximately the first quarter of 2003, without regard
to the Fences project area commitment and the Company's RRPV
obligation.

Management indicates that it is aggressively pursuing additional
capital from both industry and equity market sources and has
implemented measures to reduce Company cash requirements to
enable it to continue operations, including the following:

         * FX is actively negotiating the farmout of its Polish
properties. On October 28, 2002, the Company announced the
signing of a Memorandum of Understanding with CalEnergy Gas
(Holdings) Ltd., an affiliate of MidAmerican Energy Holdings
Company, for the joint exploration of certain of FX' oil and gas
exploration property interests in Poland. Details of the
Memorandum of Understanding remain confidential pending the
negotiation of definitive agreements, third-party participation
and other matters. The proposed transaction is subject to the
negotiation of a definitive agreement with CalEnergy and other
matters.

         * The Company's current liabilities at September 30,
2002, include $5.0 million, secured by a lien on most of the
Polish property interests, due RRPV that is repayable in March
2003, unless converted  to common stock at $5.00 per share. FX
may seek an extension of the due date, conversion of the
obligation at the previously agreed or a newly-negotiated price
per share, a release of the lien in order to facilitate further
exploration or financing or other modification of its agreements
with RRPV.

         * FX has reduced by 50% the salaries of all key
employees. The Company has taken steps to reduce or eliminate as
much of its other ongoing costs requiring cash expenditures as
practicable.

         * FX is seeking funds through a farmout of its Polish
properties to help it satisfy the $2.7 million accrued liability
related to the Fences project area as well as the remaining
commitment of $6.6 million that must be spent by FX in order to
complete its earning obligation in this project area. In
addition, it is seeking to alter the terms of its agreement with
Polish Oil and Gas Company, or POGC, respecting the Fences
project area.

As of this date, the Company does not have a commitment from a
third party to provide any additional funding. There can be no
assurance that the Company will be able to obtain additional
financing, further reduce expenses, renegotiate the terms of
existing agreements or successfully complete other steps to
enable it to continue as a going concern. If unable to obtain
sufficient funds to satisfy future cash requirements, FX
indicates that it may be forced to curtail operations further,
dispose of assets, issue securities to meet obligations or seek
extended payment terms from its creditors. Such events would
materially and adversely affect its financial position and
results of operations and result in the dilution of the
interests of existing stockholders.

FX operates within two segments of the oil and gas industry: the
exploration and production segment, or E&P, and the oilfield
services segment.

For the three and nine months ended September 30, 2002, FX had
total revenues of $976,589 and $2,033,992, as compared to
$1,174,478 and $3,178,178 for the three and nine months ended
September 30, 2001, respectively. Net loss for the three and
nine months ended September 30, 2002 was $372,586 and
$1,194,918, as compared to the net losses of $2,260,672 and
$5,158,736 for the three and nine months ended September 30,
2001.


GENUITY INC: Wants to Pay $8 Million in Critical Vendor Claims
--------------------------------------------------------------
Genuity Inc., and its debtor-affiliates propose to pay all
prepetition, fixed, liquidated, and undisputed claims of certain
critical suppliers of materials, goods, and services, subject to
these conditions:

   A. The Debtors, in their sole discretion, will determine
      which Critical Vendor Claims, if any, are entitled to
      payment under this Motion;

   B. If a Critical Vendor accepts payment under this Motion,
      the Critical Vendor is deemed to have agreed to continue
      to provide services to the Debtors, on as good or better
      terms and conditions that existed 120 days prior to the
      Petition Date, during the pendency of these Chapter 11
      cases;

   C. If a Critical Vendor accepts payment under this Motion
      does not continue to provide services on at least the
      Customary Terms during the pendency of these Chapter 11
      cases, then:

      -- any payment on a prepetition claim received by the
         Critical Vendor will be deemed to be an unauthorized
         voidable postpetition transfer under Section 549 of the
         Bankruptcy Code and, therefore, recoverable by the
         Debtors in cash after written request, and

      -- after recovery by the Debtors, any prepetition claim
         will be reinstated as if the payment had not been made;
         and

   D. Prior to making a payment to a Critical Vendor under this
      Motion, the Debtors may, in their absolute discretion,
      settle all or some of the prepetition claims of the
      Critical Vendor for less than their face amount without
      further notice or hearing.

The Debtors estimate that the aggregate Critical Vendor Claims
is approximately $8,000,000.

Sally McDonald Henry, Esq. at Skadden Arps Slate Meagher & Flom
LLP, in New York, tells the Court that the materials, goods and
services to be provided by the Critical Vendors during these
Chapter 11 cases are integrally intertwined with the products
and services that the Debtors, in turn, sell to their customers.
The Debtors believe that absent payment of the critical Vendors'
prepetition claims in the ordinary course of business, these
Critical Vendors may cease doing business with them.
Accordingly, the Debtors believe that unless they are authorized
to pay the Critical Vendors' prepetition claims, the Debtors'
business operations may be severely damaged, perhaps beyond
repair.

Among the Debtors' Critical Vendors are:

   -- Equipment Vendors.  Equipment vendors provide both new
      equipment to meet customer provisioning demands and
      network capacity adjustments, and maintenance services
      such as parts replacement and telephone and onsite
      support.  The equipment provided by the Debtors' equipment
      vendors is engineered specifically for the Debtors'
      network; and the maintenance services provided by the
      equipment vendors are critical to keeping the Debtors'
      network operational.  Some equipment vendors are the sole
      source of particular equipment, and certain equipment
      vendors provide services that are not available from other
      vendors;

   -- Software Vendors.  Software vendors provide backup support
      for faults, maintain releases of software (which may be
      required to obtain the backup support), and provide
      subscription services for data, including tariff data
      which is necessary for the running of the Debtors'
      quoting, ordering, provisioning and billing systems;

   -- Network Service Vendors.  Network service vendors provide
      time critical support to the Debtors' installed network,
      including repairs and modifications to the network.  These
      vendors have unique skills and certifications to support
      the type of equipment used in the Debtors' network, making
      replacement of these vendors difficult.  In some
      instances, there simply may not be a secondary vendor in a
      required geographic area;

   -- Consultants and Contractors.  Several agencies provide the
      Debtors with consultants and contractors who have in-depth
      knowledge of the Debtors' businesses and therefore could
      not easily be replaced.  Some of these consultants and
      contractors are essential to projects and work directly
      for the Debtors or through agencies that are not under
      contract to provide services to the Debtors; and

   -- Customer Service and Sales support Vendors.  The Debtors
      use various vendors to implement and support their
      customer service programs and to provide support for
      customer sales. The services provided by the customer
      service and sales support vendors are critical to the
      Debtors' businesses because these services are necessary
      to maintain customer satisfaction -- and therefore the
      Debtors' customer base -- and to generate new business.
      The Debtors believe that such vendors could not easily be
      replaced because of the close coordination between the
      Debtors and the vendors -- a coordination which has
      developed and been carefully nurtured over time.
      Furthermore, even if the customer support functions could
      be transitioned to replacement vendors, the transition
      process would be costly and time- consuming due to
      operational and training issues.

"Some vendors are the sole providers of some products and
services within a convenient geographic area," Ms. Henry
explains.  "Those replaceable ones should also not be replaced
owing to the expertise they have of their services and the in-
depth knowledge of the Debtors' needs."

The Debtors clarify that they do not seek to pay all Critical
Vendor Claims.  While the Debtors believe that they must
continue to receive the materials, goods and services provided
by the Critical Vendors to achieve a successful reorganization,
the Debtors recognize that in many cases payment of a Critical
Vendor's prepetition claims will not be necessary to facilitate
the continued delivery of materials, goods and services.
Rather, the Debtors believe that many of their Critical Vendors
will continue to do business with them postpetition because they
are required to do so under various provisions of the Bankruptcy
Code -- or simply because continuing to do business with them
makes good business sense, even without the payment of
prepetition claims.  In some cases, however, the Debtors
anticipate that, Critical Vendors may:

   -- refuse to deliver materials, goods and services without
      payment of their prepetition claims;

   -- refuse to deliver materials, goods and services on
      reasonable credit terms absent payment of prepetition
      claims, effectively refusing to do business with the
      Debtors; or

   -- suffer significant financial hardship, so that the
      Debtors' non-payment of prepetition claims would destroy a
      Critical Vendors' business and therefore its ability to
      supply the Debtors with materials, goods and services.

It is in cases like these -- where non-payment of Critical
Vendors' claims would lead to the interruption of the delivery
of necessary materials, goods and services -- that the Debtors
seek to exercise their discretion to pay Critical Vendor Claims.
(Genuity Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLOBAL CROSSING: Launches Latest & Enhanced Ready-Access Record
---------------------------------------------------------------
Global Crossing announced the latest enhancement of its Ready-
Access(R) conferencing service -- Ready-Access Record. Ready-
Access Record is the first recording solution available from a
US carrier-class provider, enabling users to automatically
record audio conferences on demand easily and cost-effectively
-- anytime, anywhere and with anyone.

With Ready-Access Record, users can record conference calls on
demand through any touch-tone telephone without reservations,
advance set-up or special equipment. Users can then access a
comprehensive Web-based archive management system to play back,
store and share the recorded files with anyone around the world
instantly. Ready-Access Record also gives customers the
flexibility to broadcast pre-recorded messages to thousands of
users and to download and save recordings to Intranet sites or
personal computers.

"Ready-Access Record demonstrates our commitment to delivering
features that create a richer conferencing customer experience,"
said Don Poulter, president of Global Crossing Conferencing.
"Our on-demand conference recording solution directly addresses
the needs of our customers to improve productivity through
enhanced easy-to-use communication tools."

Ready-Access, Global Crossing's flagship conferencing service,
puts the user in control of the audio conference. Each
chairperson is assigned a permanent phone number and a seven-
digit access code. Simple touch-tone commands are used to
control the meeting. Participants dial into the phone number and
enter an access code, allowing geographically dispersed people
to meet anytime, anywhere. The chairperson can also use the
Ready-Access "Web Moderator" for point-and- click control of the
conference using a Web browser. eMeeting is available to share
documents, presentations and data, browse the Internet, or
demonstrate software instantly during the conference via the
Internet. Reservations are not needed, although operators are
always available to assist. Ready-Access global "800" service
enables users to host local, regional and global conferences
easily and cost-effectively.

Global Crossing is a full conferencing solution provider
offering automated and operator-assisted audio conferencing
services, Web conferencing and video conferencing -- all backed
by the industry's best redundancy protection and disaster
recovery systems. With offices and call centers located across
the globe, Global Crossing Conferencing is a market leader and
currently serves hundreds of Fortune 1000 companies.

Ready-Access is a registered trademark of Global Crossing.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which it filed with the Bankruptcy Court on September 16, 2002,
does not include a capital structure in which existing common or
preferred equity would retain any value.

On November 18, 2002, Asia Global Crossing Ltd., and its
subsidiary, Asia Global Crossing Development Company, commenced
Chapter 11 cases in the United States Bankruptcy Court for the
Southern District of New York and coordinated proceedings in the
Supreme Court of Bermuda. Asia Global Crossing Ltd., is a
majority-owned subsidiary of Global Crossing. However, Asia
Global Crossing's bankruptcy proceedings are being administered
separately and are not being consolidated with Global Crossing's
proceedings. Asia Global Crossing has announced that no recovery
is expected for Asia Global Crossing's shareholders.

Please visit http://www.globalcrossing.comor
http://www.asiaglobalcrossing.comfor more information about
Global Crossing and Asia Global Crossing.

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.125%
bonds due 2006 (GBLX06USR1) are trading between 2.5 and 3. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GOLDMAN INDUSTRIAL: Converting FC Corp.'s Case to Chapter 7
-----------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates asks
the U.S. Bankruptcy Court for the District of Delaware to
convert the Chapter 11 case of FC Corporation to a Chapter 7
liquidation proceeding under the Bankruptcy Code.

Pursuant to an order by the Court, FC sold substantially all of
its assets.  Among the assets retained by FC was the real
property located at 36 Precision Drive, in Springfield and
Chester, Vermont.

In recent months, the State of Vermont has contacted the Debtors
regarding concerns with respect to materials located on the
Fellows Real Property. The State of Vermont has requested that
FC agree to a cleanup plan regarding the materials located on
the Fellows Real Property. FC has not agreed to a cleanup plan
nor has FC agreed that such a plan is necessary or appropriate.

Consequently, the Debtors seek entry of an Order converting FC's
case into a case under chapter 7 of the Bankruptcy Code.  FC has
long ceased operations and has sold substantially all of its
assets.  There is no likelihood that FC will be rehabilitated.
Additionally, because of insufficient funding, FC is unable to
effectuate a plan of liquidation under chapter 11.

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, Esq., at Greenberg Traurig, LLP represents the Debtors
in their restructuring efforts.


HA-LO INDUSTRIES: Pitches Exclusivity Extension to February 28
--------------------------------------------------------------
HA-LO Industries, Inc., and it debtor-affiliates ask for the
U.S. Bankruptcy Court for the Northern District of Illinois for
a further extension of their exclusivity periods.  The Debtors
tell the Court that they need until February 28, 2003, to
propose a chapter 11 plan.  Until that date, the Debtors want to
share that exclusive plan proposal right with the Official
Committee of Unsecured Creditors, but keep other parties-in-
interest out of the process.  The Debtors ask for a concomitant
extension of their exclusive period to solicit acceptances of
any plan through April 30, 2003.

The Debtors point out the significant events they have
accomplished in these cases since the Petition Date:

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

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

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

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

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

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

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

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

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

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

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

  l. Radical restructuring of their business model; and

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

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

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

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

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

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


IFX CORP: Nasdaq Knocks Shares Off Exchange Effective Today
-----------------------------------------------------------
IFX Corporation (Nasdaq: FUTR) -- http://www.ifxcorp.com-- has
decided not to file an appeal with the Nasdaq Listing
Qualifications Panel of the notice of Nasdaq delisting of IFX's
securities. On December 10, 2002, the Company reported that it
received the Nasdaq Staff Determination on December 6, 2002,
indicating that the Company had failed to comply with the
minimum $2,500,000 stockholders' equity requirement for
continued listing set forth in Marketplace Rule 4310(C)(2)(B),
and that its securities are, therefore, subject to delisting
from The Nasdaq SmallCap Market.

Accordingly, the Company's common stock will be delisted from
The Nasdaq SmallCap Market at the opening of business today,
December 16, 2002. After delisting, the Company expects that its
common stock would be quoted on the Over-the-Counter Bulletin
Board (OTCBB). Information regarding the OTCBB can be found at
http://www.otcbb.com

IFX had previously announced that on October 17, 2002, Nasdaq
notified the Company that it was not in compliance with
Marketplace Rule 4310(C)(2)(B), which requires IFX to have a
minimum of $2,000,000 in net tangible assets or $2,500,000 in
stockholders' equity or a market capitalization of $35,000,000
or $500,000 of net income for the most recently completed fiscal
year or two of the three most recently completed fiscal years.
In addition, the Company had previously announced that on
February 14, 2002, the NASDAQ Staff notified the Company that
the bid price of its common stock had closed at less than $1.00
per share over the previous 30 consecutive trading days and, as
a result, did not comply with Marketplace Rule 4310(C)(4).

IFX Corporation (Nasdaq: FUTR) -- http://www.ifxcorp.com-- is a
continent- wide Network Service Provider. The Company's
operations are headquartered in Miami Lakes, Florida. IFX
operates a pan-regional Internet Protocol network that is
marketed under the IFX Networks brand name, provides Internet
network connectivity and offers a broad range of value-added
services to multinationals, Internet Service Providers,
telecommunications carriers and small to medium-sized businesses
in Latin America. Although the Company's primary focus is to
pursue multinational businesses, carriers and small to medium-
sized businesses in Latin America, the Company continues to
provide consumer Internet products and services.

IFX offers network solutions that include region-wide wholesale
and private label Internet access, dedicated fixed wireline and
wireless Internet access, unlimited dial-up roaming access to
IFX Network's POPs throughout the Latin American region, web
design, web-hosting and co-location, dial-up local area network,
or LAN services, and virtual private network, or VPN services,
and full technical support.

IFX Corp.'s September 30, 2002 balance sheet shows a working
capital deficit of about $11 million, and a total shareholders'
equity deficit of about $2.4 million.


IMPSAT FIBER: NY Court Confirms Pre-Arranged Reorganization Plan
----------------------------------------------------------------
Impsat Fiber Networks, Inc., (OTC:IMPT) a leading provider of
integrated telecommunications services in Latin America,
announced that the US Bankruptcy Court for the Southern District
of New York approved the Company's Plan of Reorganization.

The Plan was approved by creditors holding 83% of the
indebtedness subject to ballot. The confirmation of the Plan
took place exactly six months after Impsat filed for Chapter 11.

The Plan enables Impsat to emerge from Chapter 11 as a
financially stronger company, reducing the Company's principal
and accrued interest by more than over $700 million. As a
result, total consolidated indebtedness will be approximately $
270 million. According to the terms of the new securities, no
cash payments on principal or interest will be required for the
first two years. As of November 30, 2002, Impsat had cash and
cash equivalents on hand of approximately $57 million. Impsat
expects to complete the administrative details to make its Plan
effective before year-end. The Company's subsidiaries have
continued to operate normally throughout the year.

As part of the approved Plan, a new seven-member Board of
Directors will be formed, including Mr. Ricardo Verdaguer,
Impsat's chief executive officer, together with Joseph Thornton,
William Connors, Thomas Doster IV, Raul Ramirez, Ignacio
Troncoso, Elias Makris. The Management team will remain
unchanged.

Commenting on this action by the court, Mr. Verdaguer stated:
"The confirmation of our Plan gives us the financial structure
we need to maintain our competitive position in the region.
Completing the reorganization before year-end has been result of
continued support from our creditors, clients and employees.
Their vital support has allowed us to sustain and enhance our
key commercial relationships, control our cash flow, and even
improve our operating margins in difficult times. After sorting
the financial challenges we faced, we are in an unmatched
position to seize new opportunities in the region."

The terms of the Plan approved are the same the Company
previously announced.

Impsat Fiber Networks, Inc., is a leading provider of fully
integrated broadband data, Internet and voice telecommunications
services in Latin America. Impsat has recently launched an
extensive pan-Latin American high capacity broadband network in
Brazil, Argentina, Chile and Colombia using advanced
technologies, including IP/ATM switching, DWDM, and non-zero
dispersion fiber optics. The Company has also deployed fourteen
facilities to provide hosting services. Impsat currently
provides services to 3,000 national and multinational companies,
government entities and wholesale services to carriers, ISPs and
other service providers throughout the region. The Company has
local operations in Argentina, Colombia, Venezuela, Ecuador,
Mexico, Brazil, the United States, Chile and Peru. Visit us at
http://www.impsat.com


INSIGHT MIDWEST: S&P Assigns B+ Rating to $175-Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
cable operator Insight Midwest L.P.'s $175 million 9.75% senior
notes due October 1, 2009. Net proceeds will be used to repay a
portion of the outstanding debt under the Insight Midwest
Holdings LLC bank credit facility.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on Insight Midwest. The outlook is stable. As of Sept. 30, 2002,
the New York, New York-based company had $2.4 billion in total
debt outstanding, including $100 million of intercompany debt
owed to Insight Communications Co. Inc.  Insight Midwest also
had $190 million of preferred stock outstanding as of
September 30, 2002.

Debt to EBITDA for 2002 is expected to be about 7x, excluding
intercompany debt and management fees and including debt at
Coaxial LLC and Coaxial Communications of Central Ohio Inc.,
which is conditionally guaranteed by Insight Midwest subsidiary
Insight Communications of Central Ohio LLC. This debt is
serviced through preferred dividend payments to Coaxial
Communications of Central Ohio by Insight Ohio.

"While cash flow should continue to benefit from increased
revenue generating unit penetration, particularly in high-speed
data and digital cable services, leverage improvement prospects
in 2003 will be somewhat constrained by funding needed to
complete system upgrades and continued deployment of telephony
and interactive digital services," said Standard & Poor's credit
analyst Catherine Cosentino.

Despite ongoing competition from direct broadcast satellite and
high overall aggregate market penetration of cable and DBS, the
company experienced year-over-year growth in overall subscribers
at September 30, 2002, albeit at a modest level of less than 1%
on a same-store basis. This contrasts with recent subscriber
losses experienced by several other major cable operators.
Insight Midwest also posted a solid 9.4% internal growth rate in
advanced service RGUs in the third quarter of 2002 over the
comparable period in 2001.


INTERPUBLIC GROUP: Fitch Ratchets Conv. Sub. Notes Down to BB+
--------------------------------------------------------------
Fitch Ratings has downgraded the following debt ratings for The
Interpublic Group of Companies, Inc.: senior unsecured debt to
'BBB-' from 'BBB', multi-currency bank credit facility to 'BBB-'
from 'BBB', convertible subordinated notes to 'BB+' from 'BBB-'
and the short-term debt rating to 'F3' from 'F2'. The Rating
Outlook remains Negative. Approximately $3.0 billion of debt is
affected by this action.

Weak revenue trends and lower than expected operating results
have heightened uncertainties about the ability of IPG to
improve credit measures to a level consistent with the previous
'BBB' senior debt rating, with debt/EBITDA now expected to
operate in a range between 3.0 times and 3.5x and adjusted
debt/EBITDAR in a range between 4.5x and 5.0x, as compared with
Fitch's previous expectations of 2.5x-3.0x and 4.0x-4.5x,
respectively.

The weak revenue trends reflect both declines in advertising
spending by major clients and client losses related to previous
year's acquisitions. IPG has made progress in improving its
operating cost structure as part of a corporate-wide
reorganization following the acquisition of True North
Communications in June 2001. The benefits to EBITDA in 2002,
however, have been more than offset by the declines in revenue
and by operating problems at its subsidiaries. While IPG has
achieved good net new business wins in 2002, weak spending by
its existing clients has depressed organic growth and weakness
in marketing services and public relations combined with
significant operating problems at the company's Octagon sports
marketing business heighten concerns about a near-term recovery
in operating cash flow.

Given the current outlook for revenue and EBITDA, the company
has focused on improving free cash flow. Capital expenditures
have been reduced and discretionary acquisitions, which have
been a feature of the company's strategy, remain at low levels.
Nevertheless, cash commitments for earn-out payments, increased
equity investments, and residual restructuring funding are
expected to substantially absorb operating cash flow over the
intermediate term and limit the ability of the company to
materially improve the balance sheet.

While near-term liquidity appears adequate, with approximately
$50 million drawn on $875 million of committed credit
facilities, the rating change and Negative Rating Outlook also
reflect concerns about financing flexibility in 2003. The
company's $500 million 364-day committed credit facility expires
in May. Bank negotiations for companies with low investment-
grade ratings have been difficult in the current credit
environment, particularly when near-term financing needs exist.
The expected put of $587 million of Zero-Coupon Notes to the
company in December 2003 will likely result in restrictions in
the amendments to the credit facility due by January 15 that
could limit future financial flexibility and would likely
require that IPG find other means of financing the Zero-Coupon
put. The company has suggested that dividend reductions may also
be required. While a reduction in the dividend would generate
addition cash flow savings to IPG of up to $150 million, this
would have a modest effect on strengthening the balance sheet
and would not assure liquidity over the near term. Fitch further
believes that the receptivity of the capital markets to
financing by IPG is uncertain over the near term. The
availability of the committed credit facility is crucial to the
company due to its large seasonal working capital needs.

IPG is evaluating expanded cost-reduction initiatives and is
planning the disposition of the non-core Octagon operations to
help stem the deterioration in earnings. The ability of
management to execute on these and other initiatives to
strengthen the company's credit profile are key to the
resolution of the current Rating Outlook.

IPG is one of the three largest advertising and marketing
communications organizations in the world, with several market-
leading agencies, a diverse client base and long-term
relationships for key accounts.


INTERSTATE BAKERIES: Board Declares Quarterly Dividend on Shares
----------------------------------------------------------------
The board of directors of Interstate Bakeries Corporation
(NYSE:IBC) declared a quarterly dividend of $0.07 per share on
the Company's common stock, payable February 3, 2003, to
stockholders of record at the close of business on January 15,
2003.

Interstate Bakeries Corporation is the nation's largest baker
and distributor of fresh-baked bread and sweet goods in the
U.S., under various national brand names including Wonder,
Hostess, Dolly Madison and Drake's. The Company, with 62 bread
and cake bakeries located in strategic markets from coast to
coast, is headquartered in Kansas City, Missouri.

                         *   *   *

As previously reported, Moody's Investors Service confirmed the
senior secured and senior implied ratings for Interstate
Bakeries Corporation and its guaranteed subsidiaries. Outlook
remains negative.

Rating Confirmations:

   Interstate Bakeries Corporation:

        * Senior implied rating -                Ba1

        * Senior unsecured issuer rating -       Ba2

        * Preferred Shelf at -                   (P)B1


   Interstate Brands Corporation and Interstate Brands West
      Corporation as Co-borrowers:

        * $300 million senior secured revolving
                credit facility -                    Ba1

        * $375 million senior secured
                Term Loan A facility -               Ba1

        * $125 million senior secured
                Term Loan B facility -               Ba1

   Interstate Bakeries Corporation, Interstate Brands
      Corporation, Interstate Brands West Corporation as joint
      and several obligors:

        * Senior unsecured shelf -                (P)Ba2

        * Subordinated shelf -                    (P)Ba3


J.P. MORGAN: S&P Assigns Low-B Prelim. Ratings to 6 Note Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $747.8 million commercial mortgage pass-through
certificates series 2002-C3.

The preliminary ratings are based on information as of Dec. 11,
2002. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying mortgage loans,
and the geographic and property type diversity of the loans.
Classes A-1, A-2, B, C, D, and E are currently being offered
publicly. The remaining classes are being offered privately.
Standard & Poor's analysis of the portfolio determined that, on
a weighted average basis, the pool has a debt service coverage
ratio of 1.41x based on a weighted average constant of 7.59%, a
beginning loan-to-value ratio of 93.6%, and an ending LTV of
77.8%. All statistics exclude the B note for the Long Island
Industrial Portfolio III loan.

                 Preliminary Ratings Assigned

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
      $747.8 million commercial mortgage pass-thru certs
                      series 2002-C3

Class                     Rating                    Amount ($)
A-1                       AAA                      183,050,000
A-2                       AAA                      396,517,000
B                         AA                        28,043,000
C                         AA-                        9,348,000
D                         A                         24,305,000
E                         A-                         9,347,000
X-1                       AAA                      747,828,090
X-2                       AAA                      705,770,000
F                         BBB                       22,435,000
G                         BBB-                      11,218,000
H                         BB+                       14,021,000
J                         BB                        12,153,000
K                         BB-                        3,739,000
L                         B+                         3,739,000
M                         B                          6,543,000
N                         B-                         4,674,000
NR                        N.R.                      18,696,090


KAIRE HOLDINGS: Needs to Raise Additional Funds to Continue Ops.
----------------------------------------------------------------
Kaire Holdings Incorporated, a Delaware corporation, was
incorporated on June 2, 1986.  Effective February 3, 1998, Kaire
changed its name to Kaire Holdings Incorporated from Interactive
Medical Technologies, Ltd., in connection with its investment in
Kaire International, Inc.  In 1999, the Company formed
YesRx.com, Inc., an Internet drugstore focused on
pharmaceuticals, health, and wellness and beauty products.
YesRx.com focuses on selling drugs for chronic care as opposed
to emergency needs and works mainly with the patient who has
regular medication needs and requires multiple refills.
Effective May 20, 2002, the Company  discontinued its services
of providing pharmaceuticals to individuals in long-term
assisted living facilities.

The Company has a net working deficit of $799,451 for the nine
months ended September 30, 2002.  Additionally, the Company must
raise capital to meet its working capital needs subsequent to
the spin-off of Classic Care.  If the Company is unable to raise
sufficient capital to fund its operations for the Health
Advocacy program, it might be required to discontinue
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

Management has previously relied on equity financing sources and
debt offerings to fund operations.  The Company's reliance on
equity and debt financing will continue, and the Company will
continue to seek to enter into strategic acquisitions.

In October 2002, the Company tendered an offer to purchase a
retail pharmacy located in Southern California.  The purchase
price of $175,000 will be allocated as follows: $75,000 for
inventory and $100,000 for other tangible assets plus trade
name.  In connection with this acquisition, the Company will
issue short-term notes payable aggregating to $110,000.  The
Company has made a deposit of $32,399 toward the purchase of
this pharmacy.

For the three and nine months ended September 30, 2002, revenues
were approximately $480,693 and $1,615,279 compared to $461,571
and $1,091,923 for the same periods prior year, for an increase
of $19,122 and $523,356 respectively.  The results for the
quarter were flat due to the termination of Classics Cares Medi-
Cal license.

Gross profit for products and services was $108,006 and $70,715
for three and nine months ended September 30, 2002 compared to
$50,773 and $131,031 for the same period prior year, an increase
(decrease) of $57,233 and ($60,319) over the same periods prior
year.

The Company's revenues have been insufficient to cover
acquisition costs, cost of revenues and operating expenses.
Therefore, the Company has been dependent on private placements
of common stock securities, bank debt, loans from private
investors and the exercise of common stock warrants in order to
sustain operations.  In addition, there can be no assurances
that private or other capital will continue to be available, or
that revenues will increase to meet the Company's cash needs, or
that a sufficient amount of the Company's common stock or other
securities can or will be sold or that any common stock purchase
options/warrants will be exercised to fund the operating needs
of the Company.

On September 30, 2002 the Company had assets of $3,338,781
compared to $11,616,629 on December 31, 2001.  The Company had a
total stockholders' equity of $463,002 on September 30, 2002
compared to stockholders equity of $937,673 on December 31,
2001, an decrease of $474,671.

As of September 30, 2002 the Company's working capital position
increased $6,649,515 from a negative $7,849,143 at December 31,
2001 to a negative $1,190,608, primarily as a result of the
forgiveness of an acquisition debt on May 20, 2002.


KAISER: Proposes Uniform Kaiser Center Sale Bidding Procedures
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates want to be
certain that they are getting the highest and best offer for the
Kaiser Center and Summit Commercial Properties has agreed to let
the Debtors test its $65.5 million bid in a competitive auction
process and also accept backup offers from other buyers.  Daniel
J. DeFranceschi, Esq., at Richards, Layton & Finger, explains
that, in the event Summit terminates or otherwise fails to
perform its obligations under the agreement, the Debtors will
move the next-best backup offer  to a closing.

The Debtors propose to establish uniform competitive bidding
procedures for the sale of the Kaiser Center.  Mr. DeFranceschi
notes that the proposed bidding procedures are an integral part
of the sale process.  The Debtors are convinced that the Bidding
and Auction Procedures will enable the Debtors to maximize the
realizable value of the Kaiser Center assets.  Mr. DeFranceschi
reports that the Debtors are currently in discussions with at
least one entity that's likely to enter into a Backup Agreement.

The Debtors' acceptance of an offer from a Backup Purchaser is
subject to these Bidding and Auction Procedures:

A. Qualified Bid

   A bid must meet these requirements to be considered a
   Qualified Bid:

     (i) the bid must be in writing;

    (ii) the bid must be served on -- and actually received by:

         * the Debtors;
         * the Debtors' counsel and financial advisors;
         * Summit's counsel;
         * the counsel and financial advisors to the Creditors'
           Committee and the counsel for the Asbestos Committee,

         on or before the February 17, 2003 Bid Date;

   (iii) the bid must exceed the $65,600,000 Purchase Price by
         at least an Initial Overbid Increment of $2,900,000;

    (iv) the bid must be on the same or more favorable terms and
         conditions as set forth in the Summit Sale Agreement;

     (v) the bid must include a $5,500,000 deposit in escrow,
         which represents:

         (A) the $3,100,000 to be on deposit by Summit before
             the Bid Date; and

         (B) the full amount of the proposed Breakup Fee;

    (vi) the bid must not be subject to any contingencies; and

   (vii) the bid must be accompanied by proof -- in a form
         satisfactory to the Debtors after consultation with the
         advisors to the Committees -- of the entity's financial
         ability to consummate its offer to purchase the Kaiser
         Center assets.

   If no Qualified Bid is received, the Debtors will consummate
   the sale transaction with Summit or the Backup Purchaser, as
   the case may be, without conducting an Auction.

B. Auction

   If one or more competing Qualified Bids are received, an
   auction will be conducted for the Kaiser Center Assets at the
   Wilmington, Delaware offices of the Debtors' Delaware
   Counsel, Richards, Layton & Finger on February 20, 2003.  The
   Debtors will notify all bidders at least two business days
   before the date of the Auction.

   At the Auction:

   -- competing bidders, including Summit and the Backup
      Purchaser, may submit bids for the Kaiser Center in excess
      of the Purchase Price -- or purchase price under a Backup
      Offer, if applicable -- provided that their bids:

      (a) are in increments of at least $500,000; and

      (b) otherwise comply with the requirement for competing
          Qualified Bids; and

   -- the Debtors, after consultation with the advisors for the
      Committees, will select the highest and best bid for the
      Kaiser Center assets.  The Debtors reserve the right at
      the Auction to refuse to consider the bid of any bidder
      that fails to meet the established procedures or to submit
      a competing Qualified Bid.

   If necessary, the Debtors ask the Court to schedule a Sale
   Hearing to approve the sale to the Successful Bidder.
   Objections, if any, to the sale of the Kaiser Center assets
   must be served no later than February 7, 2003.

C. Break-up Fee

   Summit is entitled to a $2,400,000 Break-up Fee plus
   recoupment of any deposits it made with interest, in the
   event:

   -- the Debtors fail to diligently pursue the approval of the
      sale on or before March 24, 2003, and Summit is not in
      default under the terms of the sale agreement;

   -- the Debtors breach the sale agreement after the sale has
      been approved and fail or refuse to transfer the Kaiser
      Center assets to Summit; or

   -- the Kaiser Center assets are sold to another Successful
      Bidder and Summit is not in default under the sale
      agreement.

   Any deposit to be returned and the Break-up Fee will be paid
   within two business days of the occurrence of the event
   giving rise to the obligation to pay those fees.  In the
   event the Agreement is terminated by Summit for any reason,
   the buyer under any applicable Backup Agreement will be
   entitled to these benefits.

   The Break-up Fee will not be payable to Summit in the event
   that the Court declines to enter the Sale Order solely as a
   result of an objection to the sale of the Kaiser Center
   assets by Newkirk Kalan.

D. Notice

   The Debtors will serve a notice of the proposed sale and
   bidding procedures to each entity that has previously
   expressed interest in purchasing the Kaiser Center assets.
   The Debtors will also publish the Notice in the national
   edition  of the Wall Street Journal.

Mr. DeFranceschi contends that the Break-up Fee is reasonable
and necessary to preserve, if not enhance, the value of the
Kaiser Center assets.  Mr. DeFranceschi points out that Summit
will not subject itself to a competitive bidding process unless
this protection exists to safeguard its investment of time and
money in the process.  The right to receive the Break-up Fee is
also justified given the value added to the auction process by
Summit's due diligence and initial bid, which has set the
minimum Purchase Price and will force other interested parties
to increase their bids. (Kaiser Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading between 10 and 12. See
http://www.geocities.com/Hollywood/Studio/1635/matt.htmlfor
real-time bond pricing.


KENTUCKY ELECTRIC: Hires Jack Mehalko as Interim CEO & President
----------------------------------------------------------------
Kentucky Electric Steel, Inc., (Nasdaq: KESI) announced that
Charles C. Hanebuth, the Company's Chief Executive Officer,
pursuant to his medical leave following back surgery, has
relinquished his CEO duties effective December 12, 2002, until a
long term solution to his medical problems is found.  Mr.
Hanebuth will remain as the Company's Chairman of the Board of
Directors.

The Company also announced that the Board of Directors has hired
Jack W. Mehalko as interim CEO and President. Jack was the Vice
President and General Manager of Kentucky Electric Steel from
1986 - 1989, when it was a subsidiary of NS Group, and was
responsible for reopening the facility. Jack retired from NS
Group in December, 1999 having served as Vice President of NS
Group, Inc., from 1994 - 1999 and President and COO of Newport
Steel, its subsidiary, from 1989 - 1994. Mr. Hanebuth stated,
"Jack brings with him an extensive knowledge of the Company's
markets, employees, and facilities."

William J. Jessie will return full time to his duties as Vice
President and Chief Financial Officer. The Board of Directors
extends its appreciation to Mr. Jessie for his help and guidance
as acting President and Chief Operating Officer.

Kentucky Electric Steel, Inc., is a publicly held company which
operates a specialty steel mini-mill, manufacturing special
quality steel bar flats for the leaf-spring suspension, cold
drawn bar conversion, truck trailer support beam, and steel
service center markets. Kentucky Electric Steel, Inc.'s common
stock (symbol: KESI) is traded on the NASDAQ Small Cap Market.

                      *      *      *

As previously reported in the Troubled Company Reporter,
Kentucky Electric Steel entered into an agreement with the
holders of its 7.66% Senior Notes due November 1, 2005 to defer
the $1.5 million principal payment due under the notes from
November 1, 2002 to January 2, 2003. In addition, the Company
agreed with the lenders under its $18 million revolving line of
credit to increase the advance rates under the revolving credit
agreement. The amendment to the revolving credit agreement
provides that the borrowing base will be the sum of (a) 85% of
the Company's net outstanding eligible accounts receivable and
(b) the lesser of $14 million or the sum of 60% of the net
security value of eligible scrap and raw materials inventory,
50% of the net security value of eligible billet inventory, and
70% of the net security value of eligible finished goods
inventory.

Each of the agreements provides that on or before December 16,
2002, the Company must deliver a proposed agreement to the
noteholders and to the lenders under the revolving credit
facility regarding a restructuring of the Company's indebtedness
or other transaction that would enable the Company to repay the
notes and the revolver in full.

Kentucky Electric's quarter-by-quarter losses have caused
shareholder equity to erode to $12 million at June 29, 2002,
from $20 million a year earlier.


KMART: Sells RK-235 Beechjet Aircraft to Country Air for $3.4MM
---------------------------------------------------------------
Kmart Corporation, and its debtor-affiliates sought and obtained
the Court's authority to consummate the Purchase Agreement with
Big Country Air for the sale of a Model Year 1999 Beechjet 400A,
identified by serial number RK-235 and registration number
N695BK, subject to higher and better offers.

Aerodynamics Inc., was hired as broker for the sale.

After the Debtors, their legal and financial advisors, evaluated
the terms of each proposal submitted for the aircraft, Big
Country Air, LLC was declared as the highest and best bidder for
the property.

The salient terms of the Purchase Agreement between the Debtors
and Big Country Air are:

Purchase Price:  $3,400,000

Escrow Deposit:  $50,000

Assets Included: All the Debtors' right, title and interest in
                 the aircraft

Closing:         Immediately after the last to occur of:

                 (1) approval of the Proposed Sale by this
                     Court;
                 (2) completion of the Pre-Purchase Inspection;
                 (3) closing of the Escrow Deposit; and
                 (4) payment of the Purchase Price.

Conditions
to Closing:      The Agreement is subject to higher and better
                 offers as well as Bankruptcy Court approval.

Representations
And Warranties:  The Property will be conveyed "as is, where
                 is." (Kmart Bankruptcy News, Issue No. 39;
                 Bankruptcy Creditors' Service, Inc., 609/392-
                 0900)


LERNOUT & HAUSPIE: Seeks to Set Aside Transfers Made to John Seo
----------------------------------------------------------------
John Seo used to head Lernout & Hauspie Speech Products N.V. and
Dictaphone Corp.'s much-troubled Korean operation, which has
been deluged with allegations of fraud and which still has
missing millions.  Before September 1999, Mr. Seo owned Bumil
Information & Communications Co., a Korean company based in
Seoul.  On September 9, 1999, L&H acquired Bumil from John Seo
for $25,000,000 and became obligated to make a $25,000,000
payment under an earnout agreement. Due to fraudulently reported
revenues, John Seo received the Earnout earlier than expected on
January 31, 2000.

As of the date of these allegedly fraudulent transfers, Bumil
was worth substantially less than the total consideration paid
by L&H.  As a result, L&H's estate and creditors suffered a
substantial loss.

The fraudulently reported revenues of L&H's Korean operations
from September 1999 to June 2000 are the subject of a Complaint
for Injunctive Relief brought by the Securities & Exchange
Commission against L&H in October 2002.

Accordingly, L&H asks Judge Wizmur to set aside the transfers
and award the estate judgment in the amount of the money paid to
John Seo, together with interest. (L&H/Dictaphone Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MERRY-GO-ROUND: U.S. Trustee Says Hold-Up the 20% Distribution
--------------------------------------------------------------
W. Clarkson McDow, the United States Trustee for Region IV,
doesn't like the proposal Deborah H. Devan, the Chapter 7
Trustee overseeing Merry-Go-Round Enterprises, Inc.'s
liquidation, has brought before the U.S. Bankruptcy Court for
the District of Maryland.  The U.S. Trustee doesn't object to
money flowing to unsecured creditors 7 years after the retailer
filed for bankruptcy protection.  The U.S. Trustee doesn't take
issue with the 20% interim distribution amount.  Rather, the
U.S. Trustee takes exception with the "wide-sweeping exculpation
and indemnification protections" Ms. Devan seeks for herself and
her professionals.

Merry-Go-Round filed chapter 11 bankruptcy protection in 1994.
Following a couple of failed attempts to find its place on the
retail landscape, the case converted to a chapter 7 liquidation
in early 1996.  Since that time, Ms. Devan has worked on
winding-up the Debtors' estates.

Seeking exculpation and indemnification "for any act or omission
taken in good faith in connection with, or arising out of, the
Bankruptcy Cases," goes too far, Assistant U.S. Trustee Mark A.
Neal tells Judge Derby, especially since that would grant
protections covering actions already taken by the Chapter 7
Trustee and her professionals in Merry-Go-Round's cases.  The
scope of liability for a Chapter 7 trustee is articulated in
Yadkin Valley Bank & Trust Co. v. McGee, 819 F.2d 75 (4th Cir.
1987)(reaffirmed in In re Hutchinson, 5 F.3d 750 (4th Cir.
1993).  The Yadkin decision says that if the trustee acts
pursuant to the explicit instructions of the bankruptcy court,
the trustee is completely immune from suit, except for acts of
negligence.  Id at 76.  That protection should be good enough,
Mr. Neal argues, and the Bankruptcy Court should decline to
protect Ms. Devan and her professionals from their own
negligence or prior bad acts.

Unless the objectionable exculpation and indemnification
provisions are eliminiated from Ms. Devan's motion to permit a
20% interim distribution, the U.S. Trustee urges that no
distribution be made at this time.

To date, Ms. Devan has collected approximately $270 million, of
which $115 million remains.  The major inflow of cash came from
Ernst & Young's $185 million settlement of the Trustee's
turnaround malpractice lawsuit.  The major expense the Trustee
incurred was the contingency fee to her lawyers in the E&Y
litigation. Ms. Devan has accounted for all chapter 7
administrative claims, paid some 2,500 chapter 11 administrative
claims totaling $21.4 million.  Some money's been recovered on
account of preference claims and the estate is looking for a
Federal tax refund.  Ms. Devan intends to pay all unsecured
priority claims in full and assures Judge Derby that she will
establish appropriate reserves to pay any currently disputed
claim that becomes an allowed claim against the estate.

Jonathan W. Lipshire, Esq., at Neuberger, Quinn, Gielen, Rubin &
Gibber, P.A., represents Ms. Devan.


METALS USA: Court Tinkers with Contractual Workers' Claims Order
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates sought and obtained
a Court order amending the previous Order authorizing the
payment of contractual employees claims.  The amended order
clarifies that the Debtors only meant to preclude any further
claims for:

   -- the prepetition bonus; and

   -- the 15% pay cut.

The Debtors did not intend to prevent contract employees from
asserting other contract rejection damage claims based on change
of control provisions in their contracts under Section 502(b)(7)
of the Bankruptcy Code.  These parties may make such claims:

          Employee:            Rejection Damage Amount:
          ---------            ------------------------
          John Hageman               $225,000
          Terry Freeman              $200,000
          Don Temperton              $160,000
          Craig Doveala              $300,000
          Robert McCluskey           $200,000
          Ferrell Russell            $170,000
          Leon Jeffreys              $185,000

The Court modifies the previous order to provide that any
rejection damage claim waived be one "arising only out of claims
for bonus and payment at less than full contract salary amount"
and provide that "this Order shall not limit any rejection
damage claim filed by any employee by the November 18, 2002 date
set in the Plan Confirmation Order and notice of Consummation of
the Plan for filing rejection damage claims, except insofar as
such claim is for bonus or payment at less than contract
salary."

According to Zack A. Clement, Esq., at Fulbright & Jaworski LLP,
in Houston, Texas, the order will permit the filing of general
unsecured rejection damage claims capped by Section 502(b)(7)
amounting to $1,100,000. (Metals USA Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISITE INC: Completes Debt Workout Transaction with ClearBlue
---------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), a provider of Always On Managed
Hosting(SM) services, announced a debt restructuring with its
majority owner ClearBlue Technologies.

As part of the transaction, CBT has exercised its right to
convert $20 million of its $65 million aggregate principle
amount of convertible debt into approximately 77 million shares
of NaviSite equity at the price of 26 cents per share.
Subsequent to the conversion, CBT intends to make a distribution
of its equity interests in NaviSite to its shareholders. As a
result, ClearBlue Atlantic, LLC the majority stockholder of CBT,
and Hewlett Packard Financial Services will be respectively, 68%
and 20% direct shareholders of NaviSite.

In conjunction with the debt restructuring, CBT has waived its
right to receive interest payments on the remaining debt from
NaviSite during calendar year 2003 and has accepted the current
fourth quarter 2002 interest payment in the form of stock rather
than cash. Finally, CBT has cancelled warrants to purchase an
aggregate of 5.2 million shares of NaviSite Common Stock at
exercise prices ranging from $5.77 to $6.92 per share.

NaviSite's board of directors, pursuant to authority previously
granted by NaviSite's shareholders at last year's annual
meeting, has approved a reverse stock split at a ratio of one-
for-fifteen (1:15) and has set January 7, 2003 as the effective
date for the reverse stock split. Following CBT's debt
conversion, NaviSite is taking this action to reduce the total
issued and outstanding share count from approximately 181
million to 12 million shares. In lieu of fractional shares, the
holder would receive payment in cash. Shares of NaviSite will
temporarily trade under the symbol NAVID after the reverse split
goes into effect.

"The debt restructuring clearly demonstrates CBT's support of
NaviSite and the long-term commitment to building a leadership
position. It improves NaviSite's balance sheet and capital
structure, and the interest waiver strengthens the company's
cash flow position over the next 12 months," said Andy Ruhan,
chairman and CEO of CBT.

NaviSite, Inc., a leader in "Always On Managed Hosting(SM)" for
companies conducting mission-critical business on the Internet,
including enterprises and other businesses deploying Internet
applications. The Company's goal is to help customers focus on
their core competencies by outsourcing the management and
hosting of their Web operations and applications, allowing
customers to fundamentally improve the ROI of their web
operations. NaviSite's solutions provide secure, reliable, co-
location and high-performance hosting services, including high-
performance Internet access, and high-availability server
management solutions through load balancing, clustering,
mirroring and storage services. In addition, NaviSite's enhanced
management services, beyond basic co-location and hosting, are
designed to meet the expanding needs of businesses as their Web
sites and Internet applications become more complex and as their
needs for outsourcing all aspects of their online businesses
intensify. The Company's application services, which include
application hosting and management, provide cost-effective
access to, as well as rapid deployment and reliable operation
of, business- critical applications. For more information about
NaviSite, please visit http://www.navisite.com

NaviSite is headquartered at 400 Minuteman Road, Andover, MA
01810 and is majority-owned by ClearBlue Atlantic, LLC, an
affiliate of ClearBlue Technologies Inc.


NCS HEALTHCARE: Omnicare Ups Merger Proposal to $5.50 per Share
---------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, has sent a letter to the Board of
Directors of NCS HealthCare, Inc. (OTC Bulletin Board: NCSS),
attaching an agreement and plan of merger pursuant to which
Omnicare would acquire all of the outstanding shares of Class A
and Class B common stock of NCS HealthCare for $5.50 per share.

Omnicare also has extended its tender offer for all of the
outstanding shares of Class A common stock and Class B common
stock of NCS.  The offer, which was scheduled to expire at 12:00
Midnight, New York City time, on Thursday, December 12, 2002,
has been extended until Friday, December 27, 2002, unless
further extended.

As of the close of business on December 12, 2002, a total of
13,855,327 shares of Class A common stock of NCS had been
tendered, which represents approximately 75% of the outstanding
shares of Class A common stock, and a total of 24,782 shares of
Class B common stock had been tendered, which represents less
than 1% of the outstanding shares of Class B common stock.

Here's the full text of the letter sent to the Board of
Directors of NCS HealthCare:

                           December 12, 2002

     Board of Directors
     NCS HealthCare, Inc.
     3201 Enterprise Parkway, Suite 220
     Beachwood, Ohio 44122

     Gentlemen:

     Your advisors have informed us that Genesis Health
     Ventures, Inc. has now offered to acquire NCS HealthCare,
     Inc., for $3.50 per share in Genesis common stock and have
     asked us if we would reconsider our merger proposal.

     In an effort to bring this matter to an expeditious and
     successful conclusion, we are revising our merger proposal,
     which was delivered to you on October 7, 2002.  We have
     revised the Agreement and Plan of Merger between NCS and
     Omnicare, which is attached to this letter and has been
     executed by Omnicare, to provide that, if NCS executes the
     agreement, each outstanding share of NCS Class A and Class
     B common stock will be converted into the right to receive
     $5.50 per share in cash.  All of the other terms of
     Omnicare's merger proposal remain substantially unchanged,
     other than the addition of a modest termination fee at the
     same percentage of transaction value as is included in the
     merger agreement between NCS and Genesis.  We also remain
     committed to treating NCS creditors and bondholders in the
     same manner as they would have been treated in the
     NCS/Genesis merger.  We are willing to consider paying all
     or part of the purchase price in Omnicare common stock and,
     as we have stated before and repeat here, are willing to
     discuss all aspects of our merger proposal.

     Omnicare's revised merger proposal provides substantial
     value to NCS stockholders that is demonstrably superior to
     the consideration offered by Genesis -- both in the
     NCS/Genesis merger agreement and Genesis' revised proposal.
     Our revised merger proposal provides NCS stockholders
     with $2.00 per share (or 57%) more than Genesis' revised
     offer (and almost $4.00 per share more than the
     consideration offered in the NCS/Genesis merger agreement)
     and represents more than a 76% premium to [Thurs]day's
     closing price of NCS common stock.

     Omnicare's merger proposal presents a compelling
     opportunity for NCS and its stockholders, and we believe
     that our proposal is in the best interests of NCS and its
     stockholders.

     Omnicare has attached an executed copy of the NCS/Omnicare
     Merger Agreement to this letter.  Therefore, NCS can accept
     the agreement by signing and returning a copy of the
     agreement to me by facsimile (859-392-3360) on or before
     the earliest of (i) the "Effective Time," if any, of the
     merger of Genesis and NCS (as defined in Section 1.3 of the
     NCS/Genesis merger agreement), (ii) two (2) calendar days
     after the date on which (A) the NCS/Genesis merger
     agreement is terminated by either NCS or Genesis in
     accordance with its terms, (B) a "Final Order" (as defined
     in Section 8.12(c) of the NCS/Genesis merger agreement) is
     entered enjoining or otherwise prohibiting Genesis or NCS
     from consummating their merger or (C) NCS stockholders fail
     to adopt the NCS/Genesis merger agreement and approve the
     transactions contemplated by the NCS/Genesis merger
     agreement at a meeting called for such purpose, (iii) any
     amendment or waiver of any of the provisions of the
     NCS/Genesis merger agreement, other than an amendment
     solely to reflect the $3.50 per share all-stock offer made
     by Genesis, and (iv) December 20, 2002 at 5:00 p.m. (EST).

     As you are aware, in order to accept the NCS/Omnicare
     Merger Agreement, each of the NCS/Genesis merger agreement
     and the voting agreements among NCS, Genesis and each of
     Messrs. Outcalt and Shaw shall have been terminated in
     accordance with their respective terms or otherwise on
     terms satisfactory to Omnicare, as stated in the
     NCS/Omnicare Merger Agreement.  If not accepted during the
     time period and in the manner set forth above, the
     NCS/Omnicare Merger Agreement will expire at the option
     of Omnicare, and Omnicare will no longer be bound by the
     terms of such agreement.

     If you have any questions or would like to discuss
     Omnicare's revised merger proposal or the terms of our
     tender offer, please do not hesitate to call me at 859-392-
     3305 or, if you would prefer, you can have your advisors
     call either Alan Hartman of Merrill Lynch (212-449-8585) or
     Mort Pierce of Dewey Ballantine LLP (212-259-6640).

     Sincerely,

        /s/

     Joel F. Gemunder
     President and Chief Executive Officer

Dewey Ballantine LLP is acting as legal counsel to Omnicare and
Merrill Lynch is acting as financial advisor.  Innisfree M&A
Incorporated is acting as Information Agent.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly.  Omnicare serves
approximately 746,000 residents in long-term care facilities in
45 states, making it the nation's largest provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 28 countries worldwide.  For more
information, visit the company's Web site at
http://www.omnicare.com

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


NEOFORMA INC: Completes Restatements of FY 2000, 2001 & H1 2002
---------------------------------------------------------------
Neoforma, Inc., (Nasdaq: NEOFE) has completed the restatement of
its financial results for fiscal 2000 and 2001, as well as the
six months ended June 30, 2002, and has filed its amended annual
and quarterly reports for the affected periods with the
Securities and Exchange Commission. In addition, Neoforma has
filed its Form 10-Q for the third quarter ended September 30,
2002.

The Company has restated its financial results in connection
with the completion of the re-audit of its fiscal 2000 and 2001
financial statements by its current auditors. The net impact of
the adjustments over the ten quarters ended June 30, 2002 was a
reduction in the Company's cumulative net losses of $1.8
million. For fiscal 2000, the net impact of the adjustments was
an increase in net loss of $6.9 million, or 3.3%; for fiscal
2001, the net impact was a reduction in net loss of $4.3
million, or 1.5%; and for the six months ended June 30, 2002,
the net impact was a reduction in net loss of $4.4 million, or
10.0%. The adjustments had no impact on Neoforma's revenue, and
primarily impacted the Company's non-cash operating expenses.

"With the re-audit of our financial results complete and all of
our required reports filed with the SEC, we are pleased to close
the book on these accounting matters," says Bob Zollars,
chairman and chief executive officer of Neoforma. "Neoforma's
growing customer base and operational momentum remain right on
track."

               Third Quarter 2002 Financial Results

On October 24, 2002, Neoforma announced preliminary financial
results for the quarter ended September 30, 2002, with final
results pending the conclusion of the Company's restatement.
With the restatement completed, the Company is providing
financial results for the third quarter.

Neoforma's total net revenue for the third quarter on a pro
forma basis, excluding the impact of EITF No. 01-9, was $19.9
million, consistent with the Company's previously announced
results. On the same basis, Marketplace Services revenue was
$18.7 million and Trading Partner Services revenue was $1.2
million.

On a GAAP basis, including the application of EITF No. 01-9, in
which non-cash amortization of partnership costs is offset
against the Company's related party revenue, Neoforma's net
revenue for the third quarter was $1.3 million.

Neoforma's marketplaces supported $1.3 billion in volume during
the third quarter, as previously announced. Of the two
components of the Company's marketplace volume, gross
transaction volume in the quarter equaled $550.7 million, an
increase of 30% from the prior quarter, while supply chain data
equaled $737.0 million, an increase of 28%.

For the third quarter of 2002, cash operating expenses, which
the Company defines as excluding non-cash and non-recurring
items, totaled $14.5 million. When the Company announced
preliminary results for the quarter, it announced that it
expected its cash operating expenses to equal between $14.5
million and $15.0 million.

Neoforma's cash operating income, or EBITDA, which is the
difference between pro forma net revenue and cash operating
expenses, was $5.5 million for the third quarter. The Company
has reported $12.6 million in positive EBITDA for the nine
months ended September 30, 2002. In the third quarter, total
cash flow equaled $6.0 million. As of September 30, 2002,
Neoforma's cash, cash equivalents and restricted cash totaled
$23.6 million.

"Neoforma's business continues to grow and generate cash. With
the second consecutive quarter of positive cash flow, our focus
remains on maximizing the long-term cash flow growth of the
business," states Andrew Guggenhime, chief financial officer of
Neoforma.

Pro forma net income for the third quarter, excluding non-cash
and non-recurring items, was $5.3 million. The First Call
consensus estimate was $0.25 per share.

In the third quarter, on a GAAP basis, the Company reported
total operating expenses of $22.2 million. These operating
expenses included $4.1 million in depreciation and amortization,
$1.2 million in amortization of deferred compensation, $1.3
million in amortization of partnership costs, a $1.1 million
write-down of a note receivable and a $110,000 write-off of
acquired in-process research and development in conjunction with
the July 2002 acquisition of HPIS and Med-ecom.

The net loss for the third quarter on a GAAP basis was $21.1
million.

GAAP and pro forma financial information for the ten quarters
ended June 30, 2002, reflecting the completed restatements, is
available on Neoforma's Web site at http://www.neoforma.com
Financial information for the third quarter ended September 30,
2002 is attached. Additional information regarding the
restatement is set forth in the Company's reports filed Thursday
with the SEC.

Neoforma builds and operates Internet marketplaces that empower
healthcare trading partners to optimize supply chain
performance. Neoforma uses proven, scalable technologies to
provide customized marketplace solutions and services that
enable customers to maximize their existing technology and
supply chain relationships. Healthcare providers, leading group
purchasing organizations, manufacturers and distributors choose
Neoforma as their e-commerce partner. For more information,
visit the company's Web site at http://www.neoforma.com

Neoforma's September 30, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $11
million.


NORTEL NETWORKS: Names Malcolm Collins to Lead Enterprise Div.
--------------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) announced the appointment of
Malcolm Collins as president, Enterprise Networks. Collins,
whose appointment is effective immediately, is a 10-year Nortel
Networks veteran and he brings worldwide experience in data and
enterprise networking to the job.

"We are committed to the long-term success and growth of our
Enterprise Networks business," said Frank Dunn, president and
chief executive officer, Nortel Networks. "The enterprise market
remains a top priority for us. I am confident Malcolm will
ensure our continued momentum and focus on enterprise technology
innovation for our customers worldwide."

In his new position, Collins will report directly to Frank Dunn
and have end-to-end responsibility for all elements of Nortel
Networks Enterprise business -- including business development,
products, marketing and sales.

Collins most recently served the company as the senior executive
for the UK and Northern European Region, where he had financial
and customer responsibility across all major European accounts
spanning the UK, Ireland, Luxemburg, Belgium, Netherlands,
Finland, Norway, Sweden and Denmark.

Prior to that role, Collins led Nortel Networks European data
business as managing director and general manager. He
successfully grew the business throughout key markets in Europe,
having responsibility for all aspects of business, sales,
marketing, support, product line management and operations and
service.

He joined Nortel Networks in 1992 as vice president of sales,
where his responsibilities included account planning, business
planning and product definition for a wide range of data, voice,
and transmission networking gear and products.

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

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

DebtTraders says that Nortel Networks Capital's 6.875% bonds due
2023 (NT23CAR1) are trading between 50 and 52. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT23CAR1for
real-time bond pricing.


NORTH COUNTRY FIN'L: Fails to Satisfy Nasdaq Listing Guidelines
---------------------------------------------------------------
North Country Financial Corporation (Nasdaq: NCFC), the holding
company for North Country Bank & Trust, announced that the
Company received a Nasdaq Staff Determination on December 6,
2002, indicating that the Company fails to comply with the
current filing of required SEC reports requirement for the
continued listing set forth in Marketplace Rule 4310(C)(14), and
that its securities are, therefore, subject to delisting from
The Nasdaq SmallCap Market. The Company has requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination. There can be no assurance the Panel will grant
the Company's request for continued listing.

The Nasdaq Staff Determination was based upon the failure of the
Company's report on Form 10-Q for the period ended September 30,
2002, to be reviewed by an independent public accountant as
required by Regulation S-X of the Securities and Exchange
Commission, which omission was disclosed in the Form 10-Q. The
omission of such review was occasioned by the resignation of the
Company's independent public accountants, Rehmann Robson, on
November 11, 2002.

On December 10, 2002, the Company retained Plante & Moran as its
independent public accountants. The Company has requested Plante
& Moran to review its financial statements filed in its report
on Form 10-Q. The Company will file an amended report on Form
10-Q for the period ended September 30, 2002 upon completion of
that review.

Headquartered in Traverse City, North Country Financial
Corporation is a diversified financial services company
providing a full range of commercial, consumer, and mortgage
banking services to a client base throughout northern Michigan.
North Country Bank and Trust, its primary subsidiary, currently
has 26 offices conveniently located throughout Michigan's Upper
Peninsula and northern lower Michigan.

                         *     *     *

                           Liquidity

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

"During the first week in November 2002, and in conjunction with
the announcement of the third quarter results and negative
publicity, the Corporation experienced an unexpected decrease in
deposits particularly from local government entities. It is
anticipated that further deposit decreases may occur. The
Corporation, as of November 7, 2002, still had approximately $32
million of municipal deposits. The Corporation's capital remains
well above the regulatory minimum levels.

"To address possible liquidity issues, the Corporation is
revising its liquidity plan to provide both short-term and long-
term strategies. The Corporation's ability to increase its
borrowings from the Federal Home Loan Bank and its correspondent
banks, is minimal. Therefore, short-term liquidity sources
include the sale of unencumbered investment securities
available-for-sale, sale of assets, and generating new deposits
via the Internet CD network.

"From a long-term perspective, the liquidity plan will include
strategies to increase core deposits in the Corporation's local
markets, the sale of segments of the commercial loan and lease
portfolio to strategic buyers, and possible sale and closure of
the smaller operating locations.

"The liquidity plan is intended to be designed to address
potential short-term liquidity demands. Some of the short-term
aspects of the liquidity plan could result in negative impacts
on the Corporation's earnings.

                       Regulatory Matters

"It is the policy of the Corporation to maintain capital at a
level consistent with both safe and sound operations and proper
leverage to generate an appropriate return on shareholders'
equity. The capital ratios of the Corporation exceed the
regulatory minimum guidelines.

"The capital levels include adjustment for the Capital, or Trust
Preferred, Securities issued in May 1999, subject to certain
limitations. Federal Reserve guidelines limit the amount of
cumulative preferred securities which can be included in Tier I
capital to 25% of total Tier I capital. As of September 30,
2002, $10,994,000 of the $12,450,000 of Capital Securities were
available as Tier I capital of the Corporation.

"In addition to the generally applicable regulatory capital
requirements set forth above, since January, 2002, the Bank has
been required by Federal and State regulatory authorities to
maintain its Tier 1 capital at a level equal to or exceeding
6.5% of the Bank's total assets, and if such level is less than
6.5% at June 30 or December 31 of any year while the requirement
is in effect, to submit to such regulatory authorities within 30
days thereafter a plan for augmentation of the Bank's capital
accounts to restore such ratio to 6.5%. At June 30 and
September 30, 2002, the Bank was in compliance with this
requirement. At the same time, the Federal and State regulatory
authorities required the Bank to take various other steps, among
other things, to improve asset quality, to reduce certain loan
concentrations, and to improve loan documentation, credit
underwriting, and loan and lease loss provision procedures."


NUEVO ENERGY: Appoints J. Frank Haasbeek to Board of Directors
--------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that Mr. J. Frank
Haasbeek has been elected to Nuevo's Board, increasing the
number of Directors to eight of which one is an insider.

"We are pleased that Frank Haasbeek has joined our Board as his
financial background combined with his energy related experience
will be an asset to our Board," commented Jim Payne, Chairman,
President and Chief Executive Officer.

Mr. Haasbeek's career has spanned over forty years and includes
financial and senior management positions with domestic and
international companies. Most recently, Mr. Haasbeek was
employed by International Transquip Industries as President and
Chief Executive Officer from 1991 to 2002. His career included
positions with Hurricane Industries as President and Chief
Executive Officer, Reading and Bates Construction Company as
Vice President, Administration and Finance, and Cope Allman
International Ltd. as Chief Financial Officer and a Director.
Mr. Haasbeek began his career as an auditor at Deloitte, Haskins
and Sells in Canada. Mr. Haasbeek is a graduate of the
University of Manitoba, in Winnipeg, Canada with accreditation
as a Chartered Accountant.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international properties are located offshore the Republic of
Congo in West Africa and onshore the Republic of Tunisia in
North Africa. To learn more about Nuevo, please refer to the
Company's internet site at http://www.nuevoenergy.com

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.

Houston, Texas-based Nuevo Energy has about $454 million of debt
outstanding.

"The ratings downgrade reflects the company's continuing
inability to meaningfully delever during an extended period of
unusually high oil and gas prices," said Standard & Poor's
credit analyst Brian Janiak. "The ratings action also reflects
the vulnerability of the company's challenging asset base and
highly leveraged balance sheet to downward movements in oil
prices," Janiak added.


O'CHARLEY INC: S&P Assigns BB Rating to $285 Million Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to casual dining restaurant operator
O'Charley's Inc.'s proposed $285 million bank loan, which is
comprised of a $150 million term loan and a $135 million
revolving credit facility.

Concurrent with the closing of this offering, the company is
acquiring Ninety Nine Restaurant & Pub. The new credit facility
will be used to fund the acquisition, refinance existing debt,
and for general corporate purposes.

Standard & Poor's also assigned its 'BB-' corporate credit
rating to O'Charley's. The outlook is stable.

"The acquisition provides O'Charley's with an entrance into the
Northeast, diversifying its geographic mix. The company's
strategy of clustering new restaurants in order to enhance
supervisory, marketing, and distribution efficiencies does not
currently allow it to expand into the Northeast," said Standard
& Poor's credit analyst Robert Lichtenstein.

"While O'Charley's diversification into another concept could
enhance long-term profit growth, in the near term it increases
the company's business risk because of difficulties in
successfully operating multiple concepts. The industry is very
competitive and both management- and capital-intensive due to
the complexity of operations and relatively high capital
requirements driven by growth strategies. Although Ninety Nine
is a healthy concept, its future growth could be challenging,"
added Mr. Lichtenstein.

O'Charley's history of stable operating performance, good credit
measures for the rating category, and sufficient liquidity
provide support for the rating if the company were to experience
some difficulties with the Ninety Nine acquisition.


OM GROUP: Details Key Components of Restructuring Program
---------------------------------------------------------
OM Group, Inc., (NYSE: OMG) released the details of its
previously announced restructuring program designed to improve
cash flow and strengthen its balance sheet. Key components of
the program include:

     * Generating up to $100 million from the sale of non-core
assets, including its SCM Powdered Metals business, Tungsten
Carbide technology and assets, the PVC Heat Stabilizer product
line and other assets including the Microbond product line;

     * Reducing work force expenses by approximately $35 million
in 2003 or by approximately $45 million on an annualized basis
starting in 2004, through the elimination of approximately 550
positions; and

     * Lowering other manufacturing and administrative costs by
approximately $30 million in 2003 or by approximately $40
million on an annualized basis starting in 2004.

The Company also announced it will take a restructuring charge
of up to $335 million, of which the cash portion is expected to
be approximately $38 million to $43 million. The cash portion of
the charge is principally due to severance costs. The
restructuring charge will be recorded in the fourth quarter of
2002.

Thomas R. Miklich, chief financial officer, stated, "This
restructuring plan is designed to significantly lower the
Company's operating costs and increase cash flows, providing us
with the financial flexibility necessary for our business."

                       Business Outlook

The Company presently projects sales in 2003 to be in the range
of $5.0 billion to $5.2 billion and earnings per share in the
range of $.90 to $1.30, before the impact of asset sales. EBITDA
is expected to be between $240 million and $260 million.

James P. Mooney, chairman and chief executive officer,
concluded, "We have made good progress since announcing our
plans to restructure the business on October 29 -- from
successfully amending our debt covenants to initiating the
process to further deleverage our balance sheet. That said, our
hard work is just beginning. Today's actions start a strategic
evolution that will transform OM Group into a highly focused
operation that delivers value-added products to growing niche
markets. We are fully aware that this transformation will not
take place overnight, and we will work diligently and
deliberately to meet our goals."

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

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

                         *     *     *

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

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


OM GROUP: Edward W. Kissel Will Step Down as President & COO
------------------------------------------------------------
OM Group, Inc., (NYSE: OMG) announced that, effective
immediately, Edward W. "Bud" Kissel is leaving the company as
its president and chief operating officer to pursue other
interests. Kissel, who joined the Company in this capacity in
1999, will remain a consultant to the Company.

"I am proud of the many operational successes we were able to
achieve over the years at OMG," said Kissel. "As we developed
our restructuring program, it quickly became apparent to me that
this newly configured company did not require an executive in my
post."

The Company announced on October 29 that it would undergo a
corporate restructuring in order to improve its cash flow and
strengthen its balance sheet.

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

Headquartered in Cleveland, Ohio, OMG operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia,
with approximately 4,600 associates worldwide. For additional
information on OMG, visit the Company's Web site at
http://www.omgi.com

OM Group Inc.'s 9.250% bonds due 2011 (OMG11USN1), DebtTraders
says, are trading between 58 and 61. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OMG11USN1for
real-time bond pricing.


OWENS: Delaware Court Extends Plan Filing Exclusivity to Jan. 10
----------------------------------------------------------------
With the consent of the Official Committee of Unsecured
Creditors, the Asbestos Claimants' Committee, and the Futures
Representative, Judge Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware further extends
Owens Corning and its debtor-affiliates' exclusive period to
file a Chapter 11 Plan to January 10, 2003 and the Debtors'
exclusive period to solicit acceptances of that plan to March
14, 2003. (Owens Corning Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Fitch Rates $175-Mil. Senior Secured Notes at BB
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Owens-Illinois'
(NYSE: OI) 8 3/4% $175 million senior secured notes, pursuant to
Rule 144A. The notes are due 2012. Proceeds will be used to
reduce a portion of the bank debt that matures in March 2004.
This offering further reduces commitments for OI's bank debt.
The Rating Outlook remains Negative.

The rating and Outlook reflect OI's asbestos exposure, high
indebtedness and refinancing requirements. Total debt
outstanding was $5.4 billion at September-end and approximately
$1.7 billion in senior unsecured notes borrowed at the parent
level is currently outstanding, $300 million of which will come
due in April 2004. Fitch expects OI to refinance this amount as
Owens-Illinois Group senior secured.

Owens-Illinois is a leading manufacturer of glass containers and
plastics packaging products. OI's glass bottle business makes
about one of every two glass containers produced worldwide. The
markets the company serves include soft drink and alcoholic
beverage markets, as well as food and pharmaceutical companies.
Contact: Mika Teodori 1-312-368-3214 or Mark Oline 1-312-368-
2073, Chicago.


PG&E NATIONAL: Secures Financing Commitment for 2 Power Projects
----------------------------------------------------------------
PG&E National Energy Group Inc., announced that the company and
its lenders have reached agreement to provide funding for two of
the company's power-plant projects, Lake Road Generating in
Connecticut and La Paloma Generating in California. PG&E
National Energy Group is a wholly owned subsidiary of PG&E
Corporation (NYSE: PCG).

The funds will allow construction to be completed at the La
Paloma plant, provide additional working capital facilities to
enable each project to continue to procure fuel and other
services and support collateral that may be required by
suppliers of natural gas transportation services and others for
the completion and operation of the projects. Subsidiaries of
PG&E National Energy Group will continue to manage the
completion of construction of La Paloma, provide operating
services to both projects and provide energy management
services.

The agreement requires that each facility be transferred to its
lenders or their designees on or before June 8, 2003. This
funding is without further recourse to PG&E National Energy
Group. The company also is required to work with the lenders to
replace its energy trading entity as the energy management
services provider.

The Lake Road facility, fueled by natural gas and fuel oil, is
an 840- megawatt power plant in Killingly, Conn., that sells
wholesale electricity into the New England market. It entered
commercial operation in June 2002. La Paloma Generating is a
1,121-megawatt combined-cycle power plant fueled by natural gas,
which is 99 percent complete in Kern County, Calif.

The administrative agent for each syndicate of lenders is
Citibank N.A.

PG&E National Energy Group is in default on several of its major
credit agreements as a result of failing to repay $431 million
under it revolving credit facilities that matured on Nov. 21,
2002, and failing to make various interest payments. These
payment defaults have created cross-defaults under various loan
facilities, including the Lake Road and La Paloma facilities.
PG&E National Energy Group has been in active negotiations
regarding a global restructuring of its debt with lenders,
including lenders for the La Paloma and Lake Road facilities. An
element of this global restructuring would be for the company to
abandon, sell or transfer certain merchant assets including Lake
Road and La Paloma.

Unless further agreements are reached, PG&E National Energy
Group Inc. and certain of its subsidiaries may be compelled to
seek protection under or be forced into Chapter 11 of the
Bankruptcy Code. Notwithstanding the restructuring efforts, if
PG&E National Energy Group abandons, sells or transfers assets,
the company would incur substantial charges to earnings in
either the fourth quarter of 2002 or in 2003.

Headquartered in Bethesda, Maryland, PG&E National Energy Group
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


PRIME GROUP: Closes on Sale of Centre Square I for $5 Million
-------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) has closed on previously
announced transactions that were pending at the time of its
earnings call held on November 14, 2002.

On November 20, 2002, the Company closed on the sale of Centre
Square I, a 93,711 square foot office building located in
Knoxville, Tennessee, for $5.1 million with estimated net cash
proceeds of approximately $3 million.

Lender approval was received for the Sedgwick, Detert, Moran &
Arnold, a San Francisco-based law firm, sublease for 27,826
square feet at One North Wacker Drive. The sublease expires
August 31, 2012 and covers a portion of the lease liability
assumed by Dearborn Center, L.L.C. in connection with its lease
to Citadel Investment Group at Dearborn Center. The lease term
is expected to commence on June 1, 2003.

Lease renewal activity during the fourth quarter for tenants in
excess of 18,000 square feet includes: Heartland Alliance at 208
South LaSalle Street for 18,889 square feet; Schwartz, Cooper,
Greenberg & Krauss at 180 North LaSalle Street for 48,080 square
feet; and Porsche Credit at Olympian Office Center for 29,327
square feet.

Prime Group Realty Trust is a fully-integrated, self-
administered, and self-managed real estate investment trust that
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in the Chicago metropolitan
area. The Company owns 14 office properties containing an
aggregate of approximately 6.3 million net rentable square feet
and 30 industrial properties containing an aggregate of
approximately 3.9 million net rentable square feet. In addition,
the Company has joint venture interests in two office properties
containing an aggregate of approximately 1.3 million net
rentable square feet. The portfolio also includes approximately
202.1 acres of developable land and the Company has the right to
acquire more than 31.6 additional acres of developable land
which management believes could be developed with approximately
5.0 million rental square feet of office and industrial space.
In addition to the properties described above, the Company is
developing Dearborn Center in downtown Chicago, a Class A,
state-of-the-art office tower containing 1.5 million rentable
square feet of office and retail space.

As reported in Troubled Company Reporter's December 5, 2002
edition, K Capital Partners, which holds an 18% equity stake in
the Company, urged Prime Group's Management and the Board to
pursue a liquidation of a substantial portion of its real estate
portfolio or a sale of the entire Company.

Early this year, the Company faced the risk of involuntary
bankruptcy due to the potential redemption of $40 million of
PGE's Preferred A shares.


SALT HLDGS.: S&P Gives BB-/B Credit & Sr. Discount Note Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Salt Holdings Corp, the parent of Compass
Minerals Group Inc.  The outlook is negative.

In addition, Standard & Poor's assigned its 'B' rating to Salt
Holding's $60 million senior discount notes due 2012.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Compass Minerals and revised its outlook on the
company to negative from stable reflecting the more aggressive
financial posture than had been initially incorporated into
Compass's ratings. Compass' total debt (pro forma for the debt
and preferred stock at the holding company) will be
approximately $531 million.

"The issuance of the proposed notes eradicates the company's
progress towards strengthening its credit measures", said
Standard & Poor's credit analyst Paul Vastola. "Indeed, Standard
& Poor's had anticipated that Compass would focus on reducing
its total debt to EBITDA to about 3.5x and the company was on
track with $70 million of debt reduction prior to this deal.
However, as a consequence of the new notes, this ratio will
increase to 4.6x". The proposed discount notes will be issued as
a result of the sale of its cumulative senior redeemable
preferred stock of Salt Holdings by the majority shareholder
-- Apollo Management V, L.P.  Pursuant to the company's
preferred stock agreement, the sale of the preferred stock by
Apollo triggers its conversion to debt.


SEQUA CORP: Declares Regular Quarterly Dividend on Preferreds
-------------------------------------------------------------
Sequa Corporation (NYSE:SQAA) -- whose senior unsecured debt has
been downgraded by Fitch Ratings to 'BB-' from 'BB+' -- declared
a regular quarterly dividend of $1.25 per share on its $5.00
cumulative convertible preferred stock.

The dividend is payable February 1, 2003 to all stockholders of
record January 10, 2003.


SORRENTO NETWORKS: Net Capital Deficit Widens to $19 Million
------------------------------------------------------------
Sorrento Networks (Nasdaq:FIBR), a leading supplier of
intelligent optical networking solutions for metro and regional
applications, announced financial results for its third quarter
of fiscal year 2003.

The company also announced that it had reached a capital
restructuring agreement in principle with holders of a majority
of its convertible debentures and holders of a majority of the
Series A preferred stock of its optical networking subsidiary,
Sorrento Networks Inc.

              Third Quarter Financial Performance

For the quarter ended Oct. 31, 2002, the company reported
revenues of $5.5 million, compared with $5.2 million last
quarter, an increase of 6 percent, and compared with $10.1
million for the same period of the prior year. Quarterly
revenues for the company's primary operating subsidiary,
Sorrento Networks Inc., increased 13 percent from the previous
quarter to $5.2 million. The subsidiary's revenues increased as
a result of improved orders from a blue-chip customer base of
telecommunications, cable MSO, and utility network companies and
from both the European and North American regions. Two new
customer accounts were added during the quarter, bringing
Sorrento's list of direct customers to over 25, representing
greater than 1,600 nodes deployed worldwide.

The company reported a quarterly operating loss of $5.3 million,
compared with a quarterly operating loss of $14.4 million for
the previous quarter and $12.6 million for the same quarter of
the prior fiscal year. The substantial progress in operating
loss reduction reflects the company's continued efforts to
implement its aggressive expense control plan initiated earlier
in the year.

Net loss for the quarter totaled $6.9 million, a substantial
improvement compared with a net loss of $15.8 million for the
previous quarter and $15.9 million for the same quarter in the
prior fiscal year. Net loss per common share was $8.86, compared
with a net loss per common share of $22.24 for the same quarter
in the prior fiscal year.

The company reported that order intake during the third quarter
was robust, with bookings exceeding $13 million. In particular,
European operations generated over $5.5 million in orders, the
highest quarterly total in the company's history. Another
substantial contributor to bookings included $5 million in
orders from the broadband infrastructure partner of Unlimited
Fiber Optic Communications Inc., a leading provider of
enterprise broadband optical communications services. The
company signed five-year agreements to be the exclusive
equipment supplier to UFO and its broadband infrastructure
partner for their nationwide expansion into key markets,
including the previously announced Los Angeles and Dallas
metropolitan areas.

At October 31, 2002, Sorrento's balance sheet shows a working
capital deficit of about $30 million. The Company's total
shareholders' equity deficit widened to about $19.8 million,
from a deficit of about $18 million (Jan. 31, 2002).

Phil Arneson, Sorrento's chairman and chief executive officer,
commenting on the company's third quarter performance, stated,
"I am pleased by our sequential revenue performance and
especially by the backlog of orders with which we entered the
fourth quarter. Despite continued softness in the overall
market, Sorrento has been creative, determined and successful in
capturing new business. Our recent agreements with UFO and its
partner demonstrate Sorrento's flexibility in crafting winning
solutions. The Sorrento management team remains optimistic about
our near-term revenue outlook as it appears very positive."

During the quarter, the company also:

    -- Announced a contract with FiberNet Communications L.L.C.,
    an Iowa-based consortium of independent telecommunications
    companies, for a high-capacity, interstate optical network
    in Iowa and South Dakota;

    -- Announced distribution partnerships with Infraconcepts in
    Northern Europe and with Unitech Networks in the Asia
    Pacific region;

    -- Rolled out significant enhancements to its popular
    GigaMux metro dense wavelength division multiplexing (DWDM)
    product line, featuring improved density, scalability and
    user operational savings; and,

    -- Added Larry Matthews, a respected businessman and
    seasoned entrepreneur with over 35 years experience, to its
    board of directors.

                   Restructuring Plan in Place

The company has reached a restructuring agreement in principle
with holders of a majority of its convertible debentures and
holders of a majority of the Series A preferred stock of its
optical networking subsidiary, Sorrento Networks Inc. This
agreement is subject to the completion of definitive agreements
and other conditions, including the consent of Series A
preferred stockholders and debenture holders. The company
expects to seek common shareholder approval of the proposed
capital restructuring in a proxy to be issued as early as
possible in 2003. The company will soon file a Form 8-K with the
SEC providing details of this agreement, including the approval
thresholds and other conditions necessary to complete the
restructuring.

Upon completion of the restructuring, among other things, the
company's $32.2 million in convertible bonds will be converted
into common shares of the company and into a portion of $12.5
million in convertible debentures, with interest of 7.5% and
maturity in August 2007. In addition, the outstanding Series A
"put" of $48.8 million against Sorrento Networks Inc. will be
withdrawn and all Series A shares will be converted into common
shares of the company, and into a portion of the $12.5 million
in convertible debentures and up to $0.95 million in additional
convertible debentures to pay certain legal fees.

Upon completion of the restructuring, common shares of the
company equal to approximately 87.5 percent of the company's
common stock (on a diluted basis) will be registered for
issuance to the Series A and debenture holders in connection
with the restructuring. This percentage is based on the total of
the existing shares outstanding, the shares to be issued to the
Series A and debenture holders, the shares issuable upon
conversion of the new debentures, and shares issuable upon
conversion of warrants to be issued to existing shareholders,
but excluding new employee stock options, shares issuable upon
conversion of up to $0.95 million in convertible debentures to
be issued to certain holders of the Series A preferred stock to
pay certain legal fees and certain other issuances. On the same
diluted basis, existing shareholders will retain 7.5 percent of
the common stock of the company and will receive warrants to
purchase approximately 5 percent of the company's common stock,
exercisable at a 10 percent premium over an average closing
price of the company's stock prior to the closing of the
restructuring.

As part of the restructuring, the company will simplify its
corporate structure by merging its operating and non-operating
subsidiaries into Sorrento Networks Corp., the publicly traded
entity. This will include Sorrento Networks Inc., and Meret
Optical Communications. Sorrento and Meret products will
continue to be marketed under their respective brand names. The
company will also, subject to shareholder approval,
reincorporate in Delaware.

Commenting on the agreement, Arneson said, "We have worked hard
to reach this landmark achievement for Sorrento Networks.
Completion of the restructuring will dramatically improve the
company's balance sheet and remove concerns that customers or
investors may have about the company's financial health. The
restructuring will clear the way for us to continue executing
our business plan and provide the financial flexibility to drive
future growth."

Arneson added, "While challenges lie ahead, including executing
the definitive agreements and managing restructuring expenses,
which in our current quarter will be unusually high, we are
committed to completing the capital and corporate restructuring
by March 2003. We also need to focus on opportunities to
increase the company's working capital to fund our expected
growth." Arneson went on to say, "Given the upward trend in
bookings and continued robust sales activity, if the
restructuring goes smoothly, is closed in a timely manner, and
we raise additional capital and aggressively control our
expenses, we believe that the company could achieve cash-flow
breakeven within the next 12 months."

                  Status of the Nasdaq Listing

Completion of the capital restructuring is expected to address
the company's last remaining issue with Nasdaq, meeting the
shareholder equity requirement for National Market listing.
Details of this agreement in principle were submitted to Nasdaq
on Dec. 10, 2002. As part of the submission, the company
requested that Nasdaq extend its prior Jan. 8, 2003 deadline to
allow sufficient time for the company to implement the
restructuring plan.

At the end of the most recent quarter, the company regained
compliance for its bid price deficiency by implementing a
reverse stock split. In addition, the market capitalization
deficiency was resolved as a result of the increase in the
company's stock price following the reverse stock split.

In conclusion, Arneson stated, "With the resolution of the
restructuring and Nasdaq listing issues underway, Sorrento
Networks is beginning to have in place the sound financial
fundamentals and corporate structure to more aggressively go
after opportunities in its metro and regional target markets. We
are already seeing sales momentum with recent new contract wins
and additional sales to existing customers. Going forward, we
plan to remain focused on our financial and operational goals."

Sorrento Networks, headquartered in San Diego, is a leading
supplier of intelligent optical networking solutions for metro
and regional applications worldwide. Sorrento Networks' products
support a wide range of protocols and network traffic over
linear, ring and mesh topologies. Sorrento Networks' existing
customer base and market focus includes communications carriers
in the telecommunications, cable TV and utilities markets. The
storage area network (SAN) market is addressed though alliances
with SAN system integrators. Recent news releases and additional
information about Sorrento Networks can be found at
http://www.sorrentonet.com


TERREMARK: Ocean Bank Waives Credit Pact Default Until Dec. 31
--------------------------------------------------------------
Terremark Worldwide, Inc. (together with its subsidiaries), is a
multinational corporation that provides Internet infrastructure
and managed services. It is the owner and operator of the NAP of
the Americas, the fifth Tier-1 Network Access Point in the
world. The NAP of the Americas located in Miami, Florida, was
fully placed in service on July 1, 2001. The Company's strategy
is to leverage its experience as the owner and operator of the
NAP of the Americas by developing and operating TerreNAPSM Data
Centers in Latin America and Europe. TerreNAPSM Data Centers
provide exchange point, collocation and managed services to
carriers, Internet service providers, other Internet companies
and enterprises.

Through September 30, 2003, $89.1 million of the Company's
liabilities, including notes, construction and other trade
payables are or will come due. Additionally $30.7 million of
Convertible Subordinated Debentures have been classified as a
current liability. The Company had a net working capital deficit
of approximately $116.2 million and stockholder's deficit of
approximately $45.3 million at September 30, 2002 and incurred a
net loss of approximately $17.4 million for the six months then
ended.

Management expects the Company will need an infusion of cash to
fund business operations during this fiscal year ending March
31, 2003. The Company's liquidity needs are primarily related to
repayment of construction payables and debt and to support
operations. The Company has developed a plan to continue
operating through the year ended March 31, 2003. Actual funding
requirements are dependent upon management's ability to meet its
expectations and will be significantly impacted if some or all
of the following assumptions, which underly the expectations are
not met:

     * restructuring of approximately $21.6 million of
       construction payables into long term payables or equity
       or a combination thereof;

     * signing and installation of additional customer contracts
       at NAP of the Americas; and

     * no funding under any of the Company's guarantees.

On November 8, 2002, CRG, LLC entered into an agreement with
Cupertino Electric, Inc. to purchase $18.5 million of the
Company's debt and all associated rights held by Cupertino. This
amount represents the entire construction payable that the
Company owes to Cupertino. On November 11, 2002, the Company
entered into an agreement with CRG that provides the Company the
option, upon the closing of the purchase of the debt by CRG from
Cupertino, to repay the entire debt at a discount by either
issuing shares of the Company's common stock valued at $0.75 per
share or making a cash payment. The Company's option must be
exercised simultaneously with the closing of CRG's purchase of
the debt from Cupertino. If the purchase by CRG of the debt from
Cupertino closes on or before November 22, 2002, the Company may
choose to pay $9.5 million in cash or issue 24,666,667 shares.
If the purchase by CRG of the debt from Cupertino closes after
November 22, 2002 and on or before December 15, 2002, the
Company may choose to pay $11.0 million in cash or issue
24,666,667 shares.

The Company's debt to Cupertino is in default as it matured on
October 31, 2002 and it has not yet been repaid. As part of the
agreement between CRG and Cupertino, Cupertino has agreed not to
enforce any of its rights against the Company, but in order to
preserve its rights, on November 8, 2002 Cupertino filed an
action to enforce the rights it had acquired by virtue of a
construction lien. Nevertheless, the standstill will be in
effect until the closing of the purchase of the debt by CRG and
upon the closing of the purchase of the Company's debt to
Cupertino by CRG the action filed by Cupertino will be dismissed
and the default under the debt cured. If the purchase of the
debt by CRG does not occur on or before December 15, 2002 the
standstill and the agreement between CRG and Cupertino will
expire, and the Company will continue to owe the $18.5 million
to Cupertino.

On November 1, 2002 and November 5, 2002, approximately $2.8
million and $1.0 million of the Company's debt owed to Kinetics
came due. As a result of not having repaid these amounts,
Kinetics may declare a default under the debt agreement. As of
November 14, 2002 no default has been declared and the Company
is currently negotiating to reach a settlement with Kinetics.

The Company's indebtedness with Ocean Bank of $44.0 million
contains a cross-default provision linked to a default under the
debt agreements with Cupertino and Kinetics. The current default
under the debt with Cupertino would allow Ocean Bank to call a
default under the credit agreement. However, the Company has
obtained a letter from Ocean Bank waiving any default under the
credit agreement with them resulting from a default under the
Company's indebtedness to Cupertino or Kinetics. This waiver
from Ocean Bank is effective until December 31, 2002.

The Company has not paid approximately $918,000 of accrued
interest due September 30, 2002 on the convertible debentures.
As a result, $30.7 million of such convertible debentures are in
default and classified as a current liability in the Company's
September 30, 2002 balance sheet. As of November 14, 2002 no
holder of the debentures requested an acceleration of payment.
The Company has made an offer to all of the holders of the
convertible debentures to convert their debentures, including
accrued interest as of September 30, 2002, into the Company's
common shares at the lower of their current conversion price or
a conversion price of $0.75. Approximately $26.4 million of the
convertible debentures have stated conversion prices in excess
of $0.75 per share. The Company has not paid approximately
$28,000 due under its $803,000 note to a financial institution.
Accordingly, this note is also in default.

Net loss decreased $3.9 million, or 29.4%, from $13.3 million
for the three months ended September 30, 2001 as compared to
$9.4 million for the three months ended September 30, 2002.
Changes in operating results include an increase in interest
expense of $1.0 million which was offset by a decrease in
depreciation and amortization of $0.7 million, decrease in sales
and marketing of $0.2 million, decrease in data center
operations of $0.4 million, decrease in construction contract
expenses of $1.0 million and decrease in general and
administrative expenses of $1.6 million.

Net loss decreased $3.9 million, or 18.4%, from $21.3 million
for the six months ended September 30, 2001 to $17.4 million for
the six months ended September 30, 2002. Changes in operating
results include an increase in interest expense of $3.0 million
and increase in data center operations of $1.8 million which
were offset by a decrease in construction contract expenses of
$1.9 million, decrease in general and administrative expenses of
$2.4 million and decrease in start-up costs-data centers of $3.4
million.


TESORO PETROLEUM: Completes Two Deals to Sell 70 Retail Outlets
---------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) -- whose Corporate
Credit Rating has been downgraded by Standard & Poor's to
'double-B-minus' -- has completed two of the three separate
transactions for the sale of the company's 70 Northern
California retail outlets.

Transactions completed Thursday involve 47 of the outlets.
Proceeds received from USA Petroleum Corporation and Green
Valley Gasoline L.L.C. totaled $44 million, including working
capital, and 50 percent of such proceeds will be used to pay
down term debt in accordance with the company's current bank
covenants.

The company expects to close the third transaction for the
California retail sites as well as the recently announced sale
of the Northern Great Plains Product Pipeline by the end of the
month.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes nearly 600 branded retail stations, of which 300
are company owned under the Tesoro(R) and Mirastar(R) brands.


TRENWICK GROUP: S&P Calls Pact with L/C Providers "Favorable"
-------------------------------------------------------------
Standard & Poor's Ratings Services commented on Trenwick Group
Ltd., and its subsidiaries. The ratings on these companies,
including the 'CCC+' counterparty credit rating on Trenwick
Group Ltd., remain on CreditWatch with negative implications,
where they were placed on Oct. 21, 2002.

On Dec. 8, 2002, Trenwick announced that it reached an agreement
with its letter-of-credit providers to extend the letters of
credit issued and outstanding to support underwriting at Lloyd's
Syndicate 839, thereby allowing the syndicate to trade for the
2003 year of account. Standard & Poor's believes this
development is favorable for the company and will provide
additional time to negotiate the refinancing of its $75 million
of senior notes, which are due in April 2003, as well as its
several outstanding preferred stock obligations.

The letter of credit is reduced to $182.5 million from $230
million and is extended from Dec. 31, 2005, to Dec. 31, 2006.
Trenwick will further satisfy its Lloyd's solvency deficit of
about $100 million with payments from LaSalle Re Ltd., and the
proceeds from the Cat E Put settlement with Swiss Reinsurance
Co. The creditors will also allow Trenwick to make a cash
payment of about $14.4 million to support capital requirements
for year-of-account 2003.

Consideration to the banks includes the payment of a 5% cash
fee, warrants equal to 10% of Trenwick's equity capital, and the
right to receive 15% of the profits earned by Trenwick at
Lloyd's for the 2002 and 2003 years of account. At the closing,
which is expected by Dec. 31, 2002, Trenwick has undertaken to
satisfy several new affirmative covenants covering the
management of obligations at its runoff companies, including
specific financial tests and a commitment to refinance the $75
million senior notes by March 2003 and collateralize the letter-
of-credit banks by Dec. 31, 2003. Negative covenants include a
prohibition on the type of business that can be undertaken and
limitations on the assumption of financial and other
obligations. The termination of the Chubb or Berkshire
agreements also constitutes a default. The banks might also
review and opine on operational matters to include compensation,
runoff costs, and (both intercompany and third-party)
expenditures.

Standard & Poor's expects to meet with management over the next
few weeks to fully review the implications of the agreement and
status of the senior debt negotiation. The CreditWatch status of
these ratings is expected to be resolved when the negotiations
on the April 2003 debt maturities are concluded.


TXU CORP: Fitch Downgrades Ratings & Changes Outlook to Stable
--------------------------------------------------------------
Fitch Ratings downgrades TXU Corp.'s senior notes to 'BBB-',
preference stock 'BB+', and commercial paper to 'F3' from 'BBB',
'BBB-', and 'F2', respectively. Also downgraded were the
outstanding ratings on TXU US Holdings, Oncor Electric Delivery
Co., TXU Energy Co. LLC, TXU Gas Co., Pinnacle One Partners,
L.P., TXU Australia Holdings Limited Partnership and TXU
Electricity Limited as outlined below. The Rating Outlook of all
the companies listed above has been revised to Stable from
Negative.

The downgrade of the parent, TXU, takes into account TXU's
already high leverage and the increased debt burden resulting
from recent borrowings under new financing arrangements and
existing credit facilities to maintain liquidity for potential
collateral calls or accelerated repayment of debt associated
with Pinnacle One Partners, and the related increase in interest
expense. Fitch expects that TXU will have to maintain large cash
reserves for an extended period as a precaution against
potential collateral calls or accelerated maturities, pushing up
the cost of capital and potentially delaying a needed reduction
in debt leverage. The Stable Outlook for TXU and the maintenance
of investment grade ratings recognize the existence of
sufficient liquidity to meet expected refinancing and potential
collateral requirements, after the painful but necessary
decision to terminate support for TXU Europe, resulting in the
ailing subsidiary going into administration. The Stable Outlook
for TXU also factors in Fitch's view that TXU Corp. will not
have a material liability for TXU Europe obligations.

The single-notch downgrades of the ratings of TXU Energy, Oncor,
TXU Gas, TXU Australia, and TXU Electricity Limited reflect the
lower parent company rating, consistent with Fitch's policy on
the relationship of subsidiary ratings to those of the parent.
The ratings of TXU Gas, TXU Australia, and TXU Electricity
Limited, all lowered to 'BBB-', previously depended upon the
premise that the subsidiaries would receive continuing parental
support from TXU Corp. While Fitch believes that support will
continue, the ratings are now at levels consistent with the
companies' individual credit profiles.

The two-notch downgrade of US Holdings, an intermediate holding
company that is parent to Oncor and TXU Energy, brings this
rating to the same level as its parent at 'BBB-'. That approach
is consistent with Fitch's view that US Holdings is a conduit
through which the cash flows of the US subsidiaries pass on
their way upstream to the parent company. TXU Energy's senior
unsecured debt rating, lowered to 'BBB' from 'BBB+',
incorporates Fitch's view that currently high margins earned by
retail power suppliers in Texas are likely to moderate over time
if price competition becomes more prevalent in that market,
though this is not an immediate concern.

Ample liquidity has been put in place to meet and exceed all
anticipated needs of the parent and US affiliates. Management
estimates that collateral for contractual counterparties would
be on the order of $635 million if TXU Energy were downgraded by
any one or two rating agencies to below investment grade and
$905 million in the event of such action by all three rating
agencies. A substantial portion of the collateral relates to
non-trading obligations, including leases and long-term power
contracts that are not sensitive to commodity price risk.
Downgrade of TXU Corp. to below investment grade by any one
agency to the equivalent of 'BB' or lower would occasion a put
of $810 million of notes of Pinnacle One Partners. TXU Corp. and
its US affiliates have estimated combined cash and available
liquidity to meet these needs of approximately $1.9 billion
after allowing for the amount needed to fund maturing commercial
paper through Dec. 31. This provides a cushion of $200 million
in excess of the maximum level of collateral calls, potential
redemption of Pinnacle One notes, and Oncor's maturing
obligations in the next year of approximately $700 million,
Fitch anticipates that Oncor's current maturities as well as the
$125 million maturing debt of TXU Gas will be refunded. TXU
Energy has maturing obligations of $73 million that can be
funded from operating cash flow, and also faces remarketing of
pollution control revenue bonds of $505 million. Parent debt of
$323 million will mature in 2003, in line with funds available
from internal sources and expected tax refunds. TXU management
forecasts indicate that additional liquidity, derived from
operating cash flow and tax rebates, will be sufficient to cover
maturities in 2003, in the event that refunding or remarketing
is not possible for any units other than Oncor.

Factors that could result in higher future ratings for TXU Corp.
and its affiliates are: the TXU group's ability to reduce
consolidated debt and leverage measures during 2003-2004;
sustained improvement in operating performance of TXU Gas and
TXU Australia; and stable operating performance and margins
continuing at TXU Energy despite the constrained credit and
business environment. Ratings could be lowered from the current
level in the event of substantial, unanticipated erosion in TXU
Energy's margins, possibly as a result of more aggressive price
competition evolving in the retail supply market, or unexpected
liability for material obligations of TXU Europe.

Rating Changes:

                            TXU

      -- Senior notes downgraded to 'BBB-' from 'BBB';

      -- Preference stock to 'BB+' from 'BBB-';

      -- Commercial paper to 'F3' from 'F2'.

                        U.S Holdings

      -- Senior unsecured debt downgraded to 'BBB-' from 'BBB+';

      -- Preferred stock downgraded to 'BBB-' from 'BBB+'.

                           Oncor

      -- First mortgage bonds downgraded to 'BBB+' from 'A-'

      -- Debentures downgraded to 'BBB' from 'BBB+';

      -- Commercial paper affirmed at 'F2'.

                         TXU Energy

      -- Senior unsecured bonds to 'BBB' from 'BBB+'.

      -- Commercial paper to 'F3' from 'F2'

                        TXU Gas Co.

      -- Senior notes downgraded to 'BBB-' from 'BBB'.

        TXU Australia Holdings Limited Partnership

      -- Senior unsecured debt downgraded to 'BBB-' from 'BBB'.

    TXU Electricity Limited (formerly Eastern Energy Limited)

      -- Bonds downgraded to 'BBB-' from 'BBB'.

                Pinnacle One Partners, L.P.

      -- Senior secured notes downgraded to 'BB+' from 'BBB-'.


UNIROYAL TECHNOLOGY: Bringing-In Financo as Investment Banker
-------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the District
of Delaware to retain Financo Restructuring Group as their
investment banker, nunc pro tunc to December 3, 2002.

The Debtors submit that the retention of an investment banker
such as Financo is justifiable and necessary to assist and
further enable them to execute faithfully their duties as
chapter 11 debtors-in-possession.

The Debtors are looking to Financo to:

  a) to the extend deemed desirable by the Debtors, identify or
     initiate potential transactions;

  b) review and analyze the Debtors' assets and the opening and
     financial strategies of the Debtors;

  c) review and analyze the business plans and financial
     projections prepared by the Debtors including testing
     assumptions and comparing those assumptions to historical
     and industry trends;

  d) evaluate the Debtors' debt capacity in light of their
     projected cash flows and assist in the determination of an
     appropriate capital structure for the Debtors;

  e) assist the Debtors and their other professionals in
     reviewing the terms of any proposed Transaction, in
     responding thereto and, if directed, in evaluating
     alternative proposals for a Transaction, whether in
     connection with a chapter 11 plan or otherwise;

  f) determine a range of values for the Debtors and any
     securities that the Debtors offer or propose to offer in
     connection with a Transaction;

  g) advise the Debtors on the risks and benefits of considering
     a Transaction with respect to the Debtors' intermediate and
     long-term business prospects and strategic alternatives to
     maximize the business enterprise value of the Debtors
     whether pursuant to chapter 11 plan or otherwise;

  h) review and analyze any proposals the Debtors receive from
     third parties in connection with a Transaction, including
     any proposals for debtor-in-possession financing, as
     appropriate;

  i) assist or participate in negotiations with the parties in
     interest, including, without limitation, any current or
     prospective creditors of, or holders of equity in, the
     Debtors in connection with a Transaction or a chapter 11
     plan;

  j) advise and attend meetings of third parties and official
     and unofficial constituencies, as necessary;

  k) if requested by the Debtors, participate in hearings before
     the Bankruptcy Court or otherwise and provide relevant
     testimony and issues arising in connection with any
     proposed chapter 11 plan; and

  l) render such other financial advisory and investment banking
     services as may be agreed upon by Financo, subject to
     approval of the Court.

The Debtors have agreed to pay Financo with:

  a) a monthly cash fee of $25,000;

  b) a cash fee in the amount $350,000;

  c) a cash fee in the amount of 1.0% of the aggregate value of
     any Transaction; and

  d) a new capital fee equal to:

     (i) 3.0% of any secured debt, junior secured debt or senior
         subordinated unsecured debt, excluding any debtor in
         possession financing; and

    (ii) 5.0% of any equity or hybrid capital raised.

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: Paying $35 Million of Critical Vendor Claims
-------------------------------------------------------------
UAL Corporation/United Airlines Inc., and its debtor-affiliates
purchase goods and services from domestic vendors. If the
Debtors lose their relationships with these Essential Trade
Creditors, their ability to create future revenue will suffer.
James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the
Court that many of these Essential Trade Creditors are sole
source suppliers without whom the Debtors could not operate.
Other Essential Trade Creditors could not be replaced within a
reasonable time on terms as beneficial to the Debtors as those
already in place.

The Debtors believe that many of these Essential Trade Creditors
will refuse to supply them postpetition unless their prepetition
claims are paid.  If the Debtors can benefit from maintaining
lower costs of goods purchased during the postpetition period,
it is prudent for the Debtors to pay selected Essential Trade
Creditors some or all of their prepetition claims, provided that
the vendors continue to sell their goods at the same reduced
prices and on at least as favorable terms on a going forward
basis as were in effect during the prepetition period.

Mr. Sprayregen lists the Essential Trade Creditors and their
functions to the Debtors.

-- Safety and Security

   The Debtors are required by federal regulation to use certain
   products and services to protect employees, customers and
   assets, including hazardous material handling, identification
   cards and building security and fire systems.  Airline safety
   and security is the number one priority of the Debtors,
   especially in the wake of the tragic events of September 11.

   Without maintaining a certain level of safety and security,
   the Debtors would not be allowed to operate.  Furthermore,
   the implications of real or perceived breaches of safety and
   security would severely damage the Debtors' reputation and
   performance.  The Debtors are unable to change safety and
   security suppliers because replacements would be too
   expensive.  Also, the Debtors require uninterrupted service
   to continue operating and to avoid compromising the safety of
   their customers, which would be impossible if the Essential
   Trade Creditors providing safety and security refused to
   supply the Debtors until they were paid their prepetition
   claims.  The Debtors cannot and will not compromise their
   high safety standards.  Therefore, the Debtors' safety and
   security suppliers are essential to their successful
   reorganization.

-- Aircraft Parts and Maintenance Services

   The Debtors require the replacement or repair of aircraft
   parts to maintain flight schedules and their customer base.
   Furthermore, the repair and replacement of old or damaged
   aircraft parts are vital to maintaining a safe aircraft.
   Without airplane parts and the service, the Debtors cannot
   fly their aircraft and the business would shut down.  The
   Debtors' access to the airplane parts and services also
   reduces the number of flight delays and cancellations that
   result from unmaintained parts and components, and enable the
   Debtors to reduce costs and maintain schedule integrity.  The
   Debtors' aircraft parts and service suppliers are essential
   because they are substantially less expensive than their
   competitors, who are unreliable due to limited competition,
   standardization and training issues.

-- Flight Training

   Rigorous training of pilots and flight attendants is an
   essential component of maintaining a safe airline.  To comply
   with the FAA, pilots and flight attendants must receive both
   initial qualifications and continual proficiency training.
   The Debtors use specialized products, devices and facilities
   to meet their requirements, including flight simulators.
   Simulators offer a far less expensive method of training
   compared to using aircraft.  In addition to cost
   effectiveness, programmed simulators create specific
   conditions and maneuvers to train crews without any downside
   risks.  There are two major simulator manufacturers, and the
   Debtors purchase simulators from each of them.  These two
   manufacturers exclusively produce replacement parts for their
   simulators.

-- Customer Impact

   To meet customer expectations and maintain brand integrity,
   the Debtors provide customer amenities on the ground and in
   flight.  These goods include food, beverages and tabletop and
   paper products.  The Debtors have built a solid and reliable
   reputation of offering high quality amenities, which their
   passengers have come to expect.  Any drop-off in the quality
   of these customer-facing products would certainly damage
   business and result in a loss of customer confidence.  The
   airport distribution and catering requirements for these
   goods are extremely high and cannot be met by a majority of
   suppliers.  Many of the goods require airline specific
   packaging and product identification to meet airline
   requirements and avoid pilferage.  Therefore, the Debtors are
   unable to replace these Essential Trade Creditors due to
   limited competition, long lead times, tooling requirements
   and non-competitive product offerings.

-- Customer Handling

   Moving a customer and their baggage from the point of origin
   to the ultimate destination requires specialized products and
   services driven by airline and airport requirements.  These
   goods and services include, but are not limited to, Mobile
   Chariot, Easy Check-in equipment, baggage sorter parts,
   ground equipment fuel and ground support.  Any loss of
   replacement parts or system support would result in less
   automation and an increase in operating costs.  Further, this
   equipment is specifically designed and manufactured for the
   Debtors. Therefore, the manufacturers of this equipment are
   likely the only entities that can, or will, maintain and
   repair the equipment.  If these creditors refused to continue
   to supply the Debtors, the Debtors would be forced to
   purchase new equipment from new suppliers, which would result
   in additional and unnecessary expenses for the redesign and
   remanufacture of similar equipment.

-- Crew and Employee Related

   As a labor-intensive business, the Debtors require
   significant infrastructure to support a large volume of
   employees. Additionally, the Debtors require automated and
   standardized tracking, scheduling and flight bidding programs
   to operate the airlines.  Each of these programs is either
   customized to the Debtors' needs or required by airport or
   other external regulations.  They are all integral to the
   operation of the Debtors' businesses.  If any of these
   suppliers refused to supply the Debtors or maintain and
   repair their products, the Debtors would be required to
   implement new systems or programs at excessive costs and long
   lead times, which would severely disrupt business and,
   potentially, shut down the Debtors. Further, even if the
   Debtors could change suppliers, replacement suppliers would
   require policy changes for, among other things, time
   tracking, scheduling and flight bidding within the Debtors
   that would be damaging to their businesses due to the
   excessive and unnecessary costs to replace the current
   programs.

-- Information Systems

   To operate a large, complex and information intensive
   business, the Debtors must maintain computer software and
   hardware systems and equipment.  These systems' mainframes,
   routers and servers are used to process and network data,
   including gate assignments on flight-information-display
   screens, aircraft maintenance history for aviation
   maintenance technicians, current weather and fuel
   calculations for flight crews.  Information plays a vital
   role in maintaining uninterrupted operations.  Without
   information like the amount of fuel or weight on each plane,
   the Debtors would be unable to fly and, thus, their
   businesses would shut down.  These suppliers are unique to
   the industry.  The Debtors cannot simply replace them without
   concerns that the new information systems would be less than
   completely accurate.

-- Cogen Equipment

   The Debtors own and operate a facility at the Maintenance
   Operations Center in San Francisco that co-generates
   electricity and steam.  The steam is used to run engine test
   cells at the Maintenance Operations Center and the
   electricity is sold as a source of income.  Because the
   Debtors own the facility, the steam cannot be created by
   anyone else.  In many instances, suppliers provide
   replacement parts, monitoring equipment and services
   available only through the OEM or a single distributor.
   Without the steam generated at the facility, the Debtors are
   not able to test their engines.  If the Debtors are unable to
   test their engines, the aircraft must be removed from
   service, which would increase costs and eliminate revenue-
   generating capacity.

Pursuant to Sections 363 and 105 of the Bankruptcy Code and the
"necessity of payment" doctrine, the Debtors seek the Court's
authority to pay -- at their discretion -- certain prepetition
Trade Claims of the Essential Trade Creditors not more than
$35,000,000.

In determining the amount of the Trade Claims Cap, the Debtors
carefully reviewed all of their suppliers to determine, among
other things, which suppliers are sole source suppliers without
whom the Debtors could not continue to operate and which
suppliers are cost prohibitive to find a replacement.  The
Debtors then analyzed the financial condition of each of these
suppliers, including the level of dependence each supplier has
on the Debtors' continued business.  After determining this
information, the Debtors estimated the amount, which they
believe they would be required to ensure the continued supply of
critical goods and services.  The Trade Claims Cap represents
this estimated amount.

Thus, the Trade Claims Cap does not represent the total amount
of the prepetition trade claims of all creditors.  Rather, it
represents the Debtors' best estimate as to how much can be
paid, at a minimum, to these creditors to continue the supply of
critical goods and services.  The Trade Claims Cap represents
approximately 13.7% of the Debtors' estimate of aggregate
prepetition trade claims, which total approximately
$255,000,000. To minimize the amount of payments required, the
Debtors seek the Court's authority to designate the identity of
Essential Trade Creditors in the ordinary course of their
businesses. Designating the Essential Trade Creditors now would
likely cause these vendors to demand payment in full.

Mr. Sprayregen informs the Court that when determining whether a
creditor is an Essential Trade Creditor, the Debtors considered,
among other things:

   (a) whether the goods or services the creditor provides can
       be replaced;

   (b) whether failure to pay prepetition trade claims will
       require the Debtors to incur higher costs for goods or
       services postpetition; and

   (c) whether failure to pay prepetition trade claims will
       cause the Debtors to lose sales or future revenue.

The Debtors propose to pay the Trade Claims of each Essential
Trade Creditor that agrees to continue to supply goods or
services to the Debtors on its Customary Trade Terms.  Customary
Trade Terms means:

   (a) the most favorable trade terms and practices (including
       allowances) in effect between the Essential Trade
       Creditor and the Debtors within 120 days prior to the
       Petition Date,

   (b) other trade terms as agreed by the Debtors and the
       Essential Trade Creditor, or

   (c) other trade terms, practices and programs that are at
       least as favorable as those that were in effect
       prepetition.

Mr. Sprayregen relates that it may be necessary to pay certain
Essential Trade Creditors only a portion of their claims in
return for the continued supply of critical goods and supplies -
- even if it is not on the Essential Trade Creditor's Customary
Trade Terms.  The Debtors further ask Judge Wedoff's permission
to enter into a separate agreement, at their discretion, with
each Essential Trade Creditor on a case-by-case basis.

The Debtors also propose that if an Essential Trade Creditor
later refuses to continue to supply goods on Customary Trade
Terms during the pendency of these Chapter 11 Cases -- or on
terms as were individually agreed to between the Debtors and the
Essential Trade Creditor, then the Debtors may, in their
discretion declare that:

(a) any payment of a Trade Claim made by the Debtors under the
     order granting this Motion will be deemed to be a
     postpetition advance that the Debtors may recover from the
     Essential Trade Creditor in cash or in goods; and

(b) upon any recovery by the Debtors, the Trade Claim of the
     Essential Trade Creditor paid after the Petition Date will
     be reinstated in the amount recovered.

In the event that this scenario occurs, an Essential Trade
Creditor will then immediately repay to the Debtors any payment
made to it on account of its Trade Claim to the extent that
payments on account of the Trade Claims exceed the postpetition
claims of the Essential Trade Creditor then outstanding without
giving effect to any rights of setoff, claims, provision for
payment of reclamation or trust fund claims, or otherwise.  In
sum, the Debtors seek to return to their position immediately
prior to the entry of an order approving the Motion with respect
to all prepetition claims in the event a Trade Agreement is
terminated or a Essential Trade Creditor refuses to supply goods
or services on Customary Trade Terms following receipt of
payment on its Trade Claim.

To ensure that Essential Trade Creditors transact business with
the Debtors on Customary Trade Terms, the Debtors ask the Court
to approve these procedures, as a condition to paying any
Essential Trade Creditor:

   (a) that a letter be delivered to, and executed by, the
       Essential Trade Creditors along with a copy of the order
       granting the Motion; and

   (b) that the check used to pay a Trade Claim contains a
       legend stating that the Trade Creditor agrees to this
       treatment.

Mr. Sprayregen tells the Court that some of the Essential Trade
Creditors may also have obtained mechanics' liens, possessory
liens, or similar state law trade liens on the Debtors' assets,
based on Trade Claims.  As a further condition of receiving
payment on a Trade Claim, the Debtors propose that an Essential
Trade Creditor must agree to take whatever action is necessary
to remove the Trade Lien at the Essential Trade Creditor's sole
expense.

Payment of Trade Claims owed to Essential Trade Creditors is key
to a successful reorganization.  If the Debtors' request is not
granted, Essential Trade Creditors will have no incentive to
continue to finance the Debtors on customary trade terms.
Indeed, certain Essential Trade Creditors that suspected that
the Debtors were contemplating filing bankruptcy petitions have
gone so far as to demand that the Debtors pay for their goods on
a cash-in-advance or cash-on-delivery basis.  Any further
expansion of these activities by other Essential Trade Creditors
would be detrimental to the Debtors, their estates and their
creditors.

The continued availability of trade credit in amounts and on
terms consistent with those that the Debtors enjoyed prepetition
is clearly advantageous to the Debtors because it allows them to
maintain liquidity for operations and continued high levels of
operating profitability.  The Debtors believe that preserving
working capital through the retention or reinstatement of
traditional trade credit terms will enable them to maintain
their competitiveness and to maximize the value of their
businesses. Conversely, a deterioration of trade credit and a
disruption or cancellation of deliveries of goods would hinder
the Debtors' operations and undermine their ability to
reorganize. Additionally, the relief requested may also help to
avert the institution of countless reclamation claims, suits and
motions. Avoiding the time and expense of evaluating and
litigating these claims will benefit the Debtors, their estates
and their creditors.

Finally, the Debtors request that all applicable banks and other
financial institutions be authorized and directed to receive,
process, honor and pay all checks presented for payment of, and
to honor all fund transfer requests made by the Debtors related
to, the claims that the Debtors request authority to pay in this
Motion, regardless of whether the checks were presented or fund
transfer requests were submitted prior to or after the Petition
Date; provided, however, that:

   (a) funds are available in the Debtors' accounts to cover the
       checks and fund transfers; and

   (b) all banks and other financial institutions are authorized
       to rely on the Debtors' designation of any particular
       check as approved by Court. (United Airlines Bankruptcy
       News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1), debtTraders
reports, are trading between 12.75 and 13.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


US AIRWAYS: Wilmington Trust Auctioning Off 17 Fokker Aircrafts
---------------------------------------------------------------
By virtue of US Airways, Inc.'s (f/k/a USAir, Inc.) defaults
under various Trust Indenture and Security Agreements, the
Secured Party, Wilmington Trust Company will commence the
foreclosure and sale, through a public auction, of 17 Fokker
F100 Aircraft which the Debtor pledged as collateral.  The
auction will be held at 3:00 p.m. on December 20, 2002, at the
offices of the Milbank, Tweed, Hadley & McCloy LLP.

Each aircraft will be sold in an "as is, where is" basis.

Bids may be submitted in writing at any time before the Date of
Sale to the Secured Party's Counsel:

      Milbank, Tweed, Hadley & McCloy LLP
      1 Chase Manhattan Plaza, 54th Floor
      New York, NY 10005
      Tel: 212-530-5000
      Fax: 212-530-5219
      Attn: W. Rogers Benson, Esq.
            Wilbur F. Foster, Esq.
            Cecilia Chan, Esq.

The Public Auction will be subject to a minimum cash bid of
$2,647,058.80 for each aircraft and the minimum bidding
increments will be $100,000. Closing of the sale will take place
within 10 business days after the Date of Sale. If the winning
bidder fails to close, it will lose its cash deposit and may be
held liable for the full price it bid.

US Airways Group, Inc., filed for Chapter 11 protection on
August 11, 2002, listing total assets and debts of about of $7.8
billion. Alexander Williamson Powell Jr., Esq., and David E.
Carney, Esq., at Skadden, Arps, Slate, Meagher & Flom and
Lawrence E. Rifken, Esq., at McGuireWoods LLP represent the
Debtors in their restructuring efforts.

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


VANGUARD AIRLINES: Seeks Exclusivity Extension through Dec. 27
--------------------------------------------------------------
Vanguard Airlines, Inc., asks the U.S. Bankruptcy Court for the
Western District of Missouri to extend its exclusive periods.
The Debtor tells the Court it needs until December 27, 2002, to
file a plan and until February 25, 2003, to solicit acceptances
of that plan from its creditors.

The Debtor agues that it is in the best position to develop and
propose a plan and comprehensive disclosure statement.  The
Debtor believes that it will have time to finalize a
comprehensive plan and disclosure statement by Feb. 25.  The
Debtor has spent a substantial amount of time, especially in the
initial months of the case, negotiating with potential
purchasers and dealing with issues attendant to preserving the
ability of Vanguard to restart operations. Due to the complexity
of the issues involved in Vanguard's business, Vanguard believes
that it is reasonable for the Debtor in this case to need
additional time to formulate a plan and solicit approval of the
plan.

The Debtor assures the Court that its request for extension is
not for the purpose of delaying proceedings in its case, but is
intended to provide adequate time for the Debtor to complete its
development and submission of a plan and comprehensive
disclosure statement.

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: Bondholders Tap Houlihan Lokey for Financial Advice
-------------------------------------------------------------
The Official Committee of Bondholders of Velocita Corp., seeks
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Houlihan Lokey Howard & Zukin Financial
Advisors, Inc.

The Bondholders' Committee believes that retention of a
financial advisor is necessary and appropriate in order to
facilitate the Bondholders' Committee's role in this proceedings
and to assist the Bondholders' Committee in exercising its
powers and performing its duties under the Bankruptcy Code.

The Bondholders' Committee requires the experience of Houlihan
Lokey to:

     a) evaluate the assets and liabilities of the Company;

     b) analyze and review the financial and operating
        statements of the Company;

     c) analyze the business plans and forecasts of the Company;

     d) evaluate all aspects of the Company's near term
        liquidity, including all available financing
        alternatives;

     e) provide such specific valuation of other financial
        analyses as the Committee may require;

     f) assess the financial issues and options concerning any
        proposed Transaction; and

     g) prepare, analyze and explain any Transaction to various
        constituencies.

Houlihan Lokey will bill Velocita's estate $175,000 per month
for the first 2 months of its engagement and $150,000 per month
thereafter as its Monthly Fee.

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.


WARREN ELECTRIC: Will Sell Business to SUMMIT Electric for $10MM
----------------------------------------------------------------
SUMMIT Electric Supply, a leading electrical distributor, will
acquire Warren Electric Group for $10.5 million. Warren, an 83-
year-old electric distributor based in Houston, TX, filed for
bankruptcy in September. SUMMIT acquires Warren's domestic
operations, including 11 wholesale electrical Service Centers in
the Gulf Coast, and in Venezuela. SUMMIT's corporate
headquarters will remain in Albuquerque, N.M.

"Warren has had an impressive history of serving customers in
the Gulf Coast area and is highly regarded for its expertise in
the petrochemical and process industries," said SUMMIT president
and co-founder Victor R. Jury. "We look forward to building on
its long-standing success."

"This acquisition is very positive for Warren's employees,
customers and vendors," said Warren Chairman and CEO Cheryl
Thompson-Draper. "We've obviously had a difficult year and we
appreciate those who have stood by us. SUMMIT has a sterling
reputation in the industry."

The acquisition preserves the jobs of more than 260 Warren
employees. Upon closing the deal, SUMMIT reinstated the Warren
associates' health care coverage which had been terminated,
making it retroactive to December 1, 2002.

"Warren not only offers us the opportunity to expand, but also
to revive a company that might otherwise have been forced to
close," said Jury. "We are delighted to keep it intact for the
employees and customers who rely on it."

SUMMIT acquires 11 wholesale electrical distribution centers in
the following states and locations:

     -- TEXAS: Houston, La Porte, Beaumont, Clute, Corpus
        Christi and Lufkin.

     -- LOUISIANA: New Orleans, Lafayette (Broussard), Baton
        Rouge (Gonzales) and Lake Charles (Sulphur).

     -- INTERNATIONAL: Venezuela Sales Office

The newly-acquired centers will continue to operate under
Warren's name during the transition.

SUMMIT Electric Supply --  http://www.summit.com-- was founded
in 1977 and is headquartered in Albuquerque, N.M. It is the 10th
largest privately-held company in New Mexico, and prior to the
Warren acquisition, ranked as the 34th largest electrical
distributor in the nation. It operates centers in Albuquerque,
Farmington, Santa Fe and Los Alamos in New Mexico; San Antonio,
Austin, Dallas, Fort Worth, Killeen and El Paso in Texas; and
Phoenix, Arizona.


WHEELING-PITTSBURGH: Gets Nod for $2MM Minteq Claim Settlement
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation asks the Court to approve
its settlement agreement with Minteq International.

James M. Lawniczak, Esq., and Scott N. Opincar, at Calfee Halter
& Griswold LLP, in Cleveland, Ohio, inform Judge Bodoh that
Minteq is a supplier of goods and services to WPSC, both before
and after the Petition Date.

In April 2001, Minteq filed a proof of claim for $2,098,466.88
against WPSC for goods sold by Minteq prior to the Petition
Date.  Minteq asserted that this claim was secured for
$1,832,041.99 by a mechanic's lien on real property located at
WPSC's Mingo Junction plant in Jefferson County.  Minteq further
asserted that it held a right to a priority unsecured claim for
$71,451.70 based on asserted reclamation rights.

The Court previously established procedures for the liquidation
and treatment of reclamation claims like that held by Minteq.
Accordingly, Minteq's reclamation claim is resolved for $842.

WPSC claimed that Minteq received $710,058.03 in payments during
the 90-day prepetition preference period.  Minteq asserts that
it has meritorious defenses to any preference action.

Rather than litigate these claims, WPSC and Minteq decided to
settle their dispute.  The parties agree that:

      (1) Unsecured Claim.  Minteq will have an unsecured claim
          against WPSC equal to $2,097,624.88;

      (2) Reclamation Claim.  Minteq will have an allowed
          reclamation claim against WPSC equal to $842, which
          will be treated as all other reclamation claims are
          treated;

      (3) Release.

          -- Minteq waives its claim secured by the mechanic's
             lien and will deliver a release of that lien to
             WPSC;

          -- WPSC releases any claim to recover prepetition
             monies as preferences paid to Minteq and otherwise;
             and

          -- The parties will exchange mutual releases of all
             other actual or possible claims against the other;
             and

      (4) Future Relationship.  WPSC agrees that Minteq will be
          a "preferred supplier" in the future refractory work
          that will be "earned on a competitive basis".
          Specifically, Minteq will be considered first for:

          -- electric furnace Miniscan equipment and material;

          -- blast furnace reprofiling material;

          -- reheat furnace maintenance materials; and

          -- continuous caster undish materials.

Mr. Lawniczak assures Judge Bodoh that he has examined the
mechanic's lien held by Minteq, and that it appears to be
properly filed and recorded, and is therefore likely to be a
valid lien.  However, despite this, Mr. Lawniczak believes that
there are remaining, substantial and complex issues of valuation
of Minteq's secured claim.  To litigate this to conclusion would
consume time and money since Minteq has a "strong new value
defense" to any preference action.  Accordingly, any litigation
would likely be contentious and result in minimal, if any,
recovery for the estate.

This Settlement Agreement, therefore, avoids the risk,
substantial delay and costs of litigation, in which Mr.
Lawniczak includes the cost of collecting any judgment.
Furthermore, the Settlement Agreement is aimed at maximizing the
net assets of the estate so as to obtain the greatest possible
distribution to creditors.

                        *   *   *

Accordingly, Judge Bodoh approves the parties' settlement.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM: Court Approves Settlement Pact with United Airlines
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates, sought and obtained
Court approval of a Settlement Agreement with United Air Lines
Inc.

According to Lori R. Fife, Esq., at Weil Gotshal & Manges LLP,
in New York, United Air Lines Inc. hosts a program pursuant to
which participants are issued airline travel miles for traveling
on United and for purchasing certain goods and services offered
by participating companies in association with the Mileage Plus
Program.  Prior to the Petition Date, the Debtors joined with
United in forming a special option for Mileage Plus Members that
become customers of the Debtors' residential long-distance
service.  Program Members are awarded Mileage Plus Miles for
each dollar spent on these services.

In connection with the Mileage Plus Program, on November 1,
2000, Ms. Fife recounts that the Debtors entered into a Restated
and Amended Airline Partnership Agreement with United, which
expires on June 30, 2004.  The Partnership Agreement provides
for a six-month wind-down period after its termination.  During
the wind-down period, United is required to issue applicable
Mileage Plus Miles to Program Members as long as they remain
customers of the Debtors' residential long-distance service.
The Debtors are required to pay for Mileage Plus Miles, and the
Debtors are not permitted to enroll any new Program Members
during the wind-down period.

As of the Petition Date, the Debtors owed United $6,000,000 for
Mileage Plus Miles purchased under the Partnership Agreement.
In addition, the Partnership Agreement provides that the Debtors
will be the exclusive telecommunications provider associated
with the Mileage Plus Program.

Prior to the Petition Date, Ms. Fife reports that a dispute
arose between the parties concerning termination rights under
the Partnership Agreement.  Specifically, on July 19, 2002,
United sent the Debtors a written notice of termination of the
Partnership Agreement purporting to terminate the Partnership
Agreement based on the Debtors' alleged admission of an
inability to pay its debts when due.  United subsequently sought
to enter into an agreement with Sprint Communications Company
L.P. and Sprint Spectrum L.P. pursuant to which the Sprint
Entities would become the telecommunications providers
associated with the Mileage Plus Program.

On September 13, 2002, Ms. Fife tells the Court that the Debtors
filed a demand for arbitration against United, alleging that
United had breached the Partnership Agreement and had violated
the Exclusivity Provision.  The Debtors also indicated to United
and the Sprint Entities that it may assert a claim against the
Sprint Entities for tortious interference with the Partnership
Agreement.  On October 16, 2002, United asserted a counterclaim
against the Debtors in the Arbitration alleging breach of
contract, trademark infringement, and trademark dilution.

On October 5, 2002, Ms. Fife relates that the Debtors and United
entered into a standstill agreement, which provided that, until
November 4, 2002 at 5:00 p.m., the Debtors would not actively
market the Mileage Plus Program and United and the Sprint
Entities would not make any public announcements or take any
public actions in connection with any agreement to provide
Mileage Plus Miles to any customers of the Sprint Entities.
While the Standstill Agreement was in place, the Debtors and
United prepared for the Arbitration hearing scheduled for
October 30 and 31, 2002.  Prior to the Arbitration hearing,
however, the parties entered into settlement discussions and
ultimately negotiated a settlement agreement.

The salient terms of the Settlement are:

   -- The Partnership Agreement will be terminated as of October
      31, 2002, provided, however, that the parties agree to
      perform their wind-down obligations as set forth in
      Article 12 of the Partnership Agreement.  The wind-down
      period will begin on November 1, 2002 and end on February
      28, 2003;

   -- The Debtors will notify Program Members of the termination
      of the Debtors' participation in the Mileage Plus Program.
      Notification to Program Members is subject to United's
      pre-approval of the termination notice; provided, however,
      that the pre-approval will not unreasonably be withheld.
      The cost of notification will be borne by the Debtors;

   -- During the Wind-Down Period and so long as United complies
      with the Settlement and its wind-down obligations under
      the Partnership Agreement, the Debtors will not seek to
      enforce the Exclusivity Provision and will not sue United,
      Sprint, and Sprint Spectrum for any claim relating to a
      violation of the Partnership Agreement, including the
      Tortious Interference Claim against the Sprint Entities;

   -- During the Wind-Down Period, neither party may use the
      other party's logos, trademarks, trade names, or service
      marks to market any Mileage Plus Program or to enroll new
      Program Members;

   -- United will not disclose to the Sprint Entities or any
      other entity any information that identifies the Program
      Members, and neither United nor the Sprint Entities will
      target or market specifically to the Program Members.
      United and the Sprint Entities will be free to market
      generally the Mileage Plus Program;

   -- United will continue to provide Mileage Plus Miles to
      Program Members earned during the Wind-Down Period and any
      Program Members who joined the Mileage Plus Program on or
      prior to October 31, 2002 will be entitled to bonus miles
      in accordance with the Mileage Plus Program rules.  The
      Debtors will have no obligation to pay United any amounts
      for Mileage Plus Miles earned by Program Members during
      the Wind-Down Period; and

   -- The mutual releases provided in the Settlement will be
      effective after completion of both:

      a. the conclusion of the Wind-Down Period, and

      b. the posting by United of all of the Mileage Plus Miles
         due to Program Members earned through and including the
         expiration of the Wind-Down Period.

The Debtors have estimated that, if the Partnership Agreement
were to continue pursuant to its terms through the Expiration
Date, they could expect to obtain $14,000,000 EBITDA from the
agreement.  Ms. Fife notes that this assumption, however, does
not take into account the $6,000,000 owed to United as of the
Petition Date, the risks associated with the Arbitration,
counterclaims and certain other mitigating factors United has
asserted in the Arbitration, or the costs of continuing the
Arbitration.  While the Debtors believe that it would eventually
prevail in the Arbitration, they estimate that, even presuming a
best case scenario, the value to the Debtors of a successful
Arbitration would be $7,000,000 to $8,000,000.

Based on the Debtors' estimation of the precarious financial
state of the airline industry as a whole and of United in
particular, the Debtors believe that the continuance of the
Partnership Agreement through the Expiration Date is
unrealistic. In contrast, Ms. Fife points out that the
Settlement provides a mechanism for the Debtors to obtain
Mileage Plus Miles for Program Members at no cost to the Debtors
over the next four months.  Therefore, obtaining significant
value in the short-term under the Settlement eliminates the
difficulties associated with collection in the event the
Arbitration is continued and is ultimately successful.

Ms. Fife insists that arbitrating and litigating issues
concerning breach of contract, admission of insolvency,
trademark infringement and dilution, and tortuous interference
with contract is complex.  The Arbitration and any litigation
concerning the Tortious Interference Claim would necessitate
extensive discovery, including significant document production
and numerous depositions.  The Debtors estimate that the
Arbitration and any litigation could take years to complete at
significant costs to the estate.  The Settlement, which provides
the Debtors with $5,800,000 of value in the short-term, is
therefore eminently reasonable in light of the complexity, cost,
and delay of obtaining, at best, an award valued at $7,000,000
to $8,000,000.

The Debtors and its creditors are benefited by a Settlement
that:

   -- alleviates the burdens on the Debtors' management;

   -- eliminates the costs and risks associated with the
      Arbitration; and

   -- brings significant value into the Debtors' estate in the
      short-term. (Worldcom Bankruptcy News, Issue No. 15;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

Worldcom Inc.'s 7.875% bonds due 2003 (WCOM03USN1), DebtTraders
reports are trading between 25 and 26. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM03USN1
for real-time bond pricing.


* William Eggers Joins Deloitte Consulting as Research Director
---------------------------------------------------------------
Deloitte Consulting, soon to become Braxton, announced that
prominent government authority William Eggers has joined the
firm as a Director with Deloitte Research. Deloitte Research
works with leading academics, technologists, industry
organizations, and clients worldwide to anticipate and
understand strategic, global, and industry-specific issues that
are critical to improving performance.

"Bill Eggers is spearheading our public sector research agenda,
allowing us to deliver provocative, insightful, and timely
points of view that speak straight to the complex issues facing
government executives worldwide," said Ann Baxter, director of
Deloitte Research. "Bill works directly with Deloitte
Consulting's partners, consultants, and clients, as well as
leading academics, to put forth innovative approaches, tools,
and techniques that can help solve strategic problems and
improve the performance of government."

"To support Deloitte Consulting's global public sector practice,
we're developing timely research and points of view about
current issues including homeland security and options for
reducing state budget deficits," said Bill Eggers. "Deloitte
Research will also assess the next generation of e-Government
and provide perspectives on emerging trends such as networked
government and constituent management models."

Eggers has been quoted extensively in broadcast and print media
with his perspectives on how to address the states' budget
crises and he has been asked by senior officials with current
and new state administrations to meet with them to review
alternatives for cutting costs. Eggers' byline article, Message
to Governors: Cut, Cut, Cut, appeared in the Wall Street Journal
immediately following the November elections.

Prior to joining Deloitte Research, Eggers was with the
Manhattan Institute of Policy Research, a prestigious think
tank, where his research efforts resulted in published reports
on e-Government and government reform. Eggers will maintain his
affiliation with the Manhattan Institute as a Senior Fellow. He
will continue as an appointee to the Performance Measurement
Advisory Council, established by the U.S. federal government's
Office of Management and Budget. Bill will also support the
firm's efforts related to the National Governors Association,
the Democratic Governors' Association and the Republican
Governors Association.

Eggers' new book, which addresses how technology is transforming
government, is expected to be published in the spring of 2003.

"Bill brings a powerful combination of skills, experience, and
vision," said Bob Campbell, senior global partner with Deloitte
Consulting. "He is known for producing outstanding research
because his insights and perspectives are grounded in real-world
government experience."

Eggers' first-hand government experience includes his role as
project director for the Texas Performance Review/e-Texas
initiative, which was charged with developing recommendations to
save tax dollars, increase the use of technology, improve
customer service, and inject competition into state services. He
served as a commissioner for the Texas Incentive and
Productivity Commission and a designee on the Texas Council on
Competitive Government. As chair of the Government Reform Policy
Committee for then Governor George W. Bush during the
presidential campaign, Eggers coordinated research related to e-
Government, privatization, civil service reform, government
performance, procurement, and other cross-cutting policy areas.

Mr. Eggers is the former director of Government Reform at the
Reason Public Policy Institute, a Los Angeles-based think tank.
He is the 1996 winner of the prestigious Roe Award for
leadership and innovation in public policy research and the 2002
APEX award for excellence in business journalism. His book,
Revolution at the Roots: Making our Government Smaller, Better,
and Closer to Home (The Free Press), which he co-authored, was
named the winner of the 1996 Sir Anthony Fisher International
Memorial Award for "making the greatest contribution to the
understanding of the free economy during the past two years."

Prior to joining the Reason Foundation, Mr. Eggers assisted
reformers in Eastern Europe and the former Soviet Union with the
transition from socialist to free-market economies as a policy
analyst at The Heritage Foundation in Washington, D.C. He has
advised dozens of cities, states, and foreign countries and
trained hundreds of public officials on restructuring
government.

Deloitte Consulting is one of the world's leading management
consulting firms, and is uniquely known for its straightforward
approach to solving today's most complex business challenges.
Deloitte Consulting works hand-in-hand with clients to improve
business performance, drive shareholder value, and create
competitive advantage. The firm has 15,000 professionals in 33
countries, and serves more than one-third of the companies in
the Global Fortune(R) 500. It is the only consulting firm with
five straight appearances on Fortune Magazine's list of "100
Best Companies to Work for in America. Deloitte Consulting can
be found on the Internet at http://www.dc.com  Deloitte
Consulting will become Braxton upon its separation from Deloitte
Touche Tohmatsu.


* BOND PRICING: For the week of December 16 - 20, 2002
-----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications               10.875%  10/01/10    39
Advanced Micro Devices Inc.            4.750%  02/01/22    67
Advanstar Communications              12.000%  02/15/11    66
AES Corporation                        4.500%  08/15/05    40
AES Corporation                        8.000%  12/31/08    50
AES Corporation                        9.375%  09/15/10    50
AES Corporation                        9.500%  06/01/09    50
Aether Systems                         6.000%  03/22/05    72
Agere Systems                          6.500%  12/15/09    73
Agro-Tech Corp.                        8.625%  10/01/07    65
Akamai Technologies                    5.500%  07/01/07    38
Alaska Communications                  9.375%  05/15/09    73
Allegheny Generating Company           6.875%  09/01/23    74
Alternative Living Services (Alterra)  5.250%  12/15/02     1
Alkermes Inc.                          3.750%  02/15/07    62
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    69
Alpharma Inc.                          3.000%  06/01/06    71
Amazon.com Inc.                        4.750%  02/01/09    74
American Tower Corp.                   5.000%  02/15/10    63
American Tower Corp.                   6.250%  10/15/09    67
American & Foreign Power               5.000%  03/01/30    60
America West Airlines                  6.930%  01/02/08    58
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    57
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AMR Corp.                              9.000%  08/01/12    50
AMR Corp.                              9.000%  09/15/16    47
AMR Corp.                              9.750%  08/15/21    48
AMR Corp.                              9.800%  10/01/21    48
AMR Corp.                             10.000%  04/15/21    49
AMR Corp.                             10.200%  03/15/20    50
AnnTaylor Stores                       0.550%  06/18/19    61
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Argo-Tech Corp.                        8.625%  10/01/07    72
Armstrong World Industries             9.750%  04/15/08    40
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    50
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    69
Axcelis Technologies                   4.250%  01/15/07    62
BE Aerospace Inc.                      8.875%  05/01/11    70
Best Buy Co. Inc.                      0.684%  06?27/21    68
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    55
Borden Inc.                            8.375%  04/15/16    55
Borden Inc.                            9.250%  06/15/19    57
Borden Inc.                            9.200%  03/15/21    56
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    71
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    21
Building Materials Corp.               8.000%  10/15/07    72
Building Materials Corp.               8.000%  12/01/08    71
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    72
CSC Holdings Inc.                      7.625%  07/15/18    73
Calair LLC/Capital                     8.125%  04/01/08    46
Calpine Corp.                          4.000%  12/26/06    48
Calpine Corp.                          8.500%  02/15/11    42
Calpine Corp.                          8.625%  08/15/10    42
Capital One Financial                  7.125%  08/01/08    75
Case Credit                            6.750%  10/21/07    74
Case Corp.                             7.250%  01/15/16    72
Cell Therapeutic                       5.750%  06/15/08    59
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Century Communications                 9.500%  03/01/05    23
Champion Enterprises                   7.625%  05/15/09    40
Charter Communications, Inc.           4.750%  06/01/06    24
Charter Communications, Inc.           5.750%  10/15/05    30
Charter Communications Holdings        8.625%  04/01/09    51
Ciena Corporation                      3.750%  02/01/08    71
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    67
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    78
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    58
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    23
Comforce Operating                    12.000%  12/01/07    56
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Cone Mills Corp.                       8.125%  03/15/05    60
Conexant Systems                       4.000%  02/01/07    45
Conexant Systems                       4.250%  05/01/06    51
Conseco Inc.                           8.750%  02/09/04    11
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    46
Corning Inc.                           3.500%  11/01/08    74
Corning Inc.                           6.300%  03/01/09    65
Corning Inc.                           6.750%  09/15/13    55
Corning Inc.                           6.850%  03/01/29    44
Corning Inc.                           8.875%  08/15/21    58
Corning Glass                          8.875%  03/15/16    58
Cox Communications Inc.                3.000%  03/14/30    33
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    30
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    74
Crown Castle International             9.375%  08/01/11    54
Crown Castle International             9.500%  08/01/11    71
Crown Castle International            10.750%  08/01/11    70
Crown Cork & Seal                      7.375%  12/15/26    69
Cubist Pharmacy                        5.500%  11/01/08    49
Curagen Corp.                          6.000%  02/02/07    64
Cummins Engine                         5.650%  03/01/98    63
Cypress Semiconductor                  3.750%  07/01/05    71
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    72
Dana Corp.                             7.000%  03/15/28    73
DDI Corp.                              6.250%  04/01/07    17
Delhaize America                       9.000%  04/15/31    72
Delta Air Lines                        7.900%  12/15/09    69
Delta Air Lines                        8.300%  12/15/29    53
Delta Air Lines                        9.000%  05/15/16    63
Delta Air Lines                        9.250%  03/15/22    60
Delta Air Lines                        9.750%  05/15/21    64
Delta Air Lines                       10.375%  12/15/22    67
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    63
Documentum Inc.                        4.500%  04/01/07    74
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    75
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    29
Edison Mission                        10.000%  08/15/08    35
El Paso Corp.                          7.000%  05/15/11    68
El Paso Corp.                          7.750%  01/15/32    59
El Paso Energy                         6.750%  05/15/09    73
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    73
Equistar Chemicals                     7.550%  02/15/26    74
E*Trade Group                          6.000%  02/01/07    72
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    73
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    46
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    52
Fluor Corp.                            6.950%  03/01/07    59
Foamex L.P.                            9.875%  06/15/07    22
Food Lion Inc.                         8.050%  04/15/27    66
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    74
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    75
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    57
Georgia-Pacific                        7.375%  12/01/25    70
Georgia-Pacific                        7.700%  06/15/15    73
Georgia-Pacific                        7.750%  11/15/29    70
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    62
Georgia-Pacific                        8.625%  04/30/25    74
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          7.000%  03/15/28    52
Goodyear Tire                          7.857%  08/15/11    74
Great Atlantic                         9.125%  12/15/11    69
Gulf Mobile Ohio                       5.000%  12/01/56    62
Hanover Compress                       4.750%  03/15/08    74
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    67
Health Management Associates Inc.      0.250%  08/16/20    67
HealthSouth Corp.                      7.000%  06/15/08    70
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    68
Hertz Corp.                            7.000%  01/15/28    74
Human Genome                           3.750%  03/15/07    63
Human Genome                           5.000%  02/01/07    70
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    58
ICN Pharmaceuticals Inc.               6.500%  07/15/08    73
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    69
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    67
Incyte Genomics                        5.500%  02/01/07    68
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    55
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    61
Inland Steel Co.                       7.900%  01/15/07    47
International Rectifier                4.250%  07/15/07    75
Internet Capital                       5.500%  12/21/04    37
Interpublic Group                      1.870%  06/01/06    72
Isis Pharmaceutical                    5.500%  05/01/09    74
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    73
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    67
Kmart Corporation                      9.375%  02/01/06    15
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    57
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    62
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    70
Level 3 Communications                 6.000%  09/15/09    42
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    64
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    56
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    66
Lucent Technologies                    5.500%  11/15/08    49
Lucent Technologies                    6.450%  03/15/29    42
Lucent Technologies                    6.500%  01/15/28    42
Lucent Technologies                    7.250%  07/15/06    58
Magellan Health                        9.000%  02/15/08    25
Mail-Well I Corp.                      8.750%  12/15/08    64
Mastec Inc.                            7.750%  02/01/08    75
MCi Communications Corp.               6.500%  04/15/10    46
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    61
Mediacom Communications                5.250%  07/01/06    71
Mediacom LLC                           7.875%  02/15/11    67
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    73
Metris Companies                      10.125%  07/15/06    71
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    40
Mirant Americas                        7.200%  10/01/08    48
Mirant Americas                        7.625%  05/01/06    64
Mirant Americas                        8.300%  05/01/11    43
Mirant Americas                        8.500%  10/01/21    35
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    75
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    58
Motorola Inc.                          5.220%  10/01/21    63
MSX International                     11.375%  01/15/08    66
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    71
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    65
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    73
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E Gas Transmission                  7.800%  06/01/25    60
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    74
Park Ohio Industries                   9.250%  12/01/07    68
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Pegasus Satellite                     12.500%  08/01/07    15
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    75
Polaroid Corp.                        11.500%  02/15/06     5
Polymer Group                          9.000%  07/01/07    21
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    72
PSEG Energy Holdings                   8.500%  06/15/11    74
Public Service Electric & Gas          5.000%  07/01/37    71
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    54
Qwest Capital Funding                  7.000%  08/03/09    62
Qwest Capital Funding                  7.250%  02/15/11    62
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    66
Qwest Capital Funding                  7.900%  08/15/10    64
Qwest Communications Int'l             7.250%  11/01/06    74
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    25
Rite Aid Corp.                         4.750%  12/01/06    70
Rite Aid Corp.                         7.125%  01/15/07    72
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    74
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    54
SC International Services              9.250%  09/01/07    65
SCI Systems Inc.                       3.000%  03/15/07    69
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    59
Sepracor Inc.                          5.750%  11/15/06    63
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Service Merchandise                    9.000%  12/15/04     9
Silicon Graphics                       5.250%  09/01/04    54
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    75
Solutia Inc.                           7.375%  10/15/27    74
Sonat Inc.                             7.625%  07/15/11    59
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    74
Sprint Capital Corp.                   6.900%  05/01/19    67
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    72
Tenneco Inc.                          11.625%  10/15/09    71
Tennessee Gas PL                       7.000%  10/15/28    53
Tennessee Gas PL                       7.500%  04/01/17    61
Tennessee Gas PL                       7.625%  04/01/37    56
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    65
Tesoro Pete Corp.                      9.625%  11/01/08    57
TIG Holdings Inc.                      8.125%  04/15/05    75
Time Warner Inc.                       6.625%  05/15/29    74
Time Warner Telecom Inc.               9.750%  07/15/08    58
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    74
Triton PCS Inc.                        8.750%  11/15/11    74
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    72
US Airways Inc.                        7.960%  01/20/18    74
Ugly Duckling                         11.000%  04/15/07    60
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    62
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
USG Corp.                              8.500%  08/01/05    74
Utilicorp United                       7.625%  11/15/09    70
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Vector Group Ltd.                      6.250%  07/15/08    64
Veeco Instrument                       4.125%  12/21/08    73
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    62
Weirton Steel                         11.375%  07/01/04    52
Westpoint Stevens                      7.875%  06/15/08    24
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.625%  07/15/19    62
Williams Companies                     7.750%  06/15/31    59
Williams Companies                     7.875%  09/01/21    62
Williams Companies                     9.375%  11/15/21    73
Williams Holding (Delaware)            6.250%  02/01/06    72
Williams Holding (Delaware)            6.500%  12/01/08    57
Wind River System                      3.750%  12/15/06    74
Witco Corp.                            6.875%  02/01/26    69
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    39
Xerox Corp.                            0.570%  04/21/18    63

                          *********

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 ***