TCR_Public/021217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 17, 2002, Vol. 6, No. 249    

                          Headlines

ADELPHIA COMMS: US Trustee Amends Unsecured Creditors' Committee
AES: Reaches Pact to Sell Two Australian Businesses for A$295MM
AMERICAN SYNPOL: Case Summary & 20 Largest Unsecured Creditors
ANC RENTAL: Court OKs Lincoln Property as Debtor's Texas Broker
ARIES INSURANCE: Progressive Corp. Discloses $7.8-Mill. Exposure

ARMSTRONG: PD Committee's Request re Product ID Ruling Nixed
ASIA GLOBAL CROSSING: Seeks Court Injunction Against Utilities
AVEBURY PROPERTIES: Fitch Cuts 8.36% Secured Note Rating to BB
BCF LLC: Fitch Drops Rating on Class B3 Note to D from C
BEAR ISLAND PAPER: Lenders Relax Covenants Under Credit Pact

BOYD GAMING: Fitch Assigns B+ Rating to $300MM Senior Sub. Issue
BROOKFIELD PROPERTIES: Sets Jan. 6 as Unit Distribution Date
BUDGET: Wins Nod to Make $1MM Equity Contribution to German Unit
CALYPTE BIOMEDICAL: Issues 12% Conv. Notes to Mercator Momentum
CAMBRIAN COMMS: Signs-Up PricewaterhouseCoopers as Tax Advisors

COMMUNICATION DYNAMICS: Wants Until March 22 to Decide on Leases
COMMUNICATION INTELLIGENCE: Falls Below Nasdaq Listing Standards
CORNING INC: Concludes Sale of Precision Lens to 3M for $850MM
COSERV ELECTRIC: Successfully Emerges from Chapter 11 Bankruptcy
COSERV ELECTRIC: Successfully Emerges from Chapter 11

COVANTA ENERGY: Wants to Pay Aramark $2MM Under Settlement Pact
CROWN NORTHCORP: Fitch Assigns CPS3 Primary Servicer Rating
C*STAR: Fitch Withdraws BB-/CCC- Note Ratings as Deal is Called
DEL MONTE FOODS: Caps Senior Subordinated Note Offering Price
DIGEX INC: Fails to Regain Compliance with Nasdaq Requirements

DONLAR BIOSYNTREX: Ability to Continue Operations Uncertain
DOW CORNING: Names Joseph D. Sheets as New Chief Fin'l Officer
DYNCORP: Fitch Places B-Rated 9-1/2% Notes on Watch Positive
DYNEGY INC: Will Publish 2003 Company Guidance on January 7
ENCOMPASS SERVICES: Wants OK to Hire Innisfree as Noticing Agent

EXIDE: Court Extends Lease Decision Period Until June 9, 2003
GECCMC: Fitch Affirms Low-B Ratings on 3 Classes of P-T Certs.
GENUITY INC: Will be Paying Up to $2 Million of Shipping Charges
HALLIBURTON: Court Hearing on Stay Continues Tomorrow
HAYES LEMMERZ: Seeking Fourth Lease Decision Period Extension

HEALTH INSURANCE: S&P Keeps Watch on B+ Fin'l Strength Rating
INSILCO HOLDING: Files for Chapter 11 Protection in Delaware
INSILCO TECH: Case Summary & 25 Largest Unsecured Creditors
IT GROUP: Court Approves Stipulation Resolving Dispute with Shaw
IVG CORPORATION: Knight Securities Discloses 11% Equity Stake

KAISER ALUMINUM: Wants to Grant QAL Claims Administrative Status
KMART CORP: Court Allows Sale of RK-227 Beechjet to Dominion
LERNOUT & HAUSPIE: L&H NV Sues Cevennes SA to Recoup Conveyances
LEVEL 3 COMMS: Unit Sells 4.7MM Shares of Commonwealth Telephone
LTV CORP: Noteholders Want Nod to Hire CIBC as Fin'l Advisors

MARK NUTRITIONALS: Wants Lease Decision Time Extended to Jan. 15
MCCLAIN INDUSTRIES: Will Delist Shares from Nasdaq SmallCap
MJ DESIGNS: Files for Chapter 11 Reorganization in Texas
NATIONSRENT: Amends and Extends GECC DIP Replacement Agreement
NAVISTAR INT'L: Fitch Rates Sr. Unsec. Convertible Notes at BB

NEORX CORP: Fails to Regain Compliance with Nasdaq Requirements
NORTEL NETWORKS: Makes Amendments to Existing Security Pacts
NOVADEL PHARMA: Company's Ability to Continue Ops. Uncertain
OWENS CORNING: Lease Decision Period Extended Until June 4, 2003
PERKINELMER INC: Extends Tender Offer for 6.80% Notes to Dec. 26

PERKINELMER: Selling 8.875% Sr. Sub. Notes in Private Placement
PETCO ANIMAL: Settles California Employee Overtime Litigation
PITTSTON: Completes Sale of Virginia Coal Mining Business
POKER.COM: Mark Glusing Replaces Michael Jackson as President
POLAROID: Retirees Seek Approval of Proposed Trust Agreement

PURCHASEPRO.COM: Committee Taps Santoro Friggs as Attorneys
R.H. DONNELLEY: David C. Swanson Assumes Board Chairman Post
RRUN VENTURES: Initiates Restructuring with AXXUS Divestiture
RUSSELL CORP: Names Kevin Clayton VP to Lead Diversity Efforts
SALIENT 3: Plans to Make Liquidating Distribution on Dec. 30

SBC COMMUNICATIONS: Board Declares Regular Dividend on Shares
SECURITY ASSOCIATES: External Auditors Air Going Concern Doubt
SUPERIOR TELECOM: Completes Sale of All Assets to Alpine Group
TXU CORP: Airs Disappointment with Moody's Rating Downgrades
UNION ACCEPTANCE: First Investors to Buy Unit's Loan Portfolio

UNIROYAL TECHNOLOGY: Taps Grubbs & Ellis as Real Estate Broker
UNITED AIRLINES: Wants to Honor Prepetition Maintenance Claims
UNITED AIRLINES: SkyWest Discloses $13.5MM Prepetition Exposure
UNIVIEW TECHNOLOGIES: Will Wind Down All Remaining Operations
US AIRWAYS: Continental Airlines Demand Timely Lease Performance

WILSON N. JONES: Fitch Ratchets Hospital Bond Rating Down to BB+
WORLDCOM INC: Wants to Pull Plug on North Pacific Cable Pacts

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: US Trustee Amends Unsecured Creditors' Committee
----------------------------------------------------------------
Carolyn Schwartz, the United States Trustee for Region 2, amends
her list of appointments of the Official Committee of Unsecured
Creditors of Adelphia Communications by replacing Scientific
Atlanta, Inc., with C-Cor.net.  The Committee is now composed
of:

  1. Appaloosa Management, LP
     26 Main Street, Chatham, NJ 07928
     Attn: James Bolin
     Phone: (973) 701-7000   Fax: (973) 701-7309

     Counsel: Akin Gump Strauss Hauer & Feld, L.L.P.
              590 Madison Avenue, New York, New York 10022
              Attn: Daniel Golden, Esq.
              Phone: (212) 872-8010

  2. W. R. Huff Asset Management Co., L.L.C.
     67 Park Place, Morristown, NJ 07960
     Attn: Edwin M. Banks, Senior Portfolio Manager
     Phone: (973) 984-1233   Fax: (973) 984-5818

     Counsel: Kasowitz, Benson, Torres & Friedman LLP
              1633 Broadway, New York, New York 10019-6799
              Phone: (212) 506-1700   Fax: (212) 506-1800

              Klee Tuchin & Bogdanoff & Stern LLP
              1880 Century Park East, Los Angeles, CA 90067-1698
              Phone: (310) 407-4000   Fax: (310) 407-9090

  3. MacKay Shields LLC
     9 West 57TH Street, New York, New York 10019
     Attn: Ben Renshaw, Associate Director
     Phone: (212) 230-3836   Fax: (212) 754-9187

  4. Law Debenture Trust Company of New York
     767 Third Avenue, 31st Floor, New York, New York 10017
     Attn: Daniel R. Fisher, Senior Vice President
     Phone: (212) 750-6474   Fax: (212) 750-1361

     Counsel: Seward & Kissel LLP
              One Battery Park Plaza
              New York, New York 10004
              Attn: Ronald L. Cohen, Esq.
              Phone: (212) 575-1515

  5. U.S. Bank National Association, as Indenture Trustee
     1420 Fifth Avenue, 7th Floor, Seattle, WA 98101
     Attn: Diana Jacobs, Vice President
     Phone: (206) 344-4680   Fax: (206) 344-4632

     Counsel: Sheppard, Mullin, Richter & Hampton LLP
              333 South Hope Street, Los Angeles, CA 90071-1448
              Attn: David J. McCarty, Esq.
              T. William Opdyke, Esq.
              Phone: (213) 617-1780   Fax: (213) 620-1398

  6. Home Box Office
     1100 Avenue of the Americas, New York, New York 10036
     Attn: Stephen L. Sapienza
     Phone: (212) 512-1680   Fax: (212) 512-1986

     Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
              1285 Avenue of the Americas, New York 10019
              Attn: Steve Shimshak, Esq.
              Phone: (212) 373-3133   Fax: (212) 373-2136

  7. Viacom
     1515 Broadway, New York, New York 10036
     Attn: J. Kenneth Hill, Vice President, Ass't. Treasurer
     Phone: (212) 258-6000

     Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
              1285 Avenue of the Americas, New York 10019
              Attn: Brendan D. O'Neill, Esq.
              Phone: (212) 373-3125

  8. Franklin Advisers, Inc.
     One Franklin Parkway, San Mateo, CA 94403
     Attn: Richard L. Kuersteiner, Associate General Counsel
     Phone: (650) 312-4525   Fax: (650) 312-7141

  9. C-COR.net
     60 Decibel Road, State College, PA
     Attn: Bill Hanelly
     Phone: (814) 231-4421   Fax: (814) 231-6501

10. Fidelity Management & Research Company
     82 Devonshire Street, Mail Zone E20E, Boston, MA 02109
     Attn: Nate Van Duzer
     Phone: (617) 392-8129   Fax: (617) 476-5174

11. Capital Research and Management Company
     11100 Santa Monica Boulevard, Los Angeles, CA 90025-3384
     Attn: Marc Linden
     Phone: (310) 996-6000   Fax: (310) 996-6200

     Counsel: Capital Research and Management Company
              333 South Hope Street, Los Angeles, CA 90071
              Attn: James P. Ryan, Esq.
              Phone: (213) 486-9318   Fax: (213) 486-9455
(Adelphia Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


AES: Reaches Pact to Sell Two Australian Businesses for A$295MM
---------------------------------------------------------------
The AES Corporation (NYSE:AES) has entered into agreements to
sell its two Australian generation businesses in transactions
valued at A$295 million.

Origin Energy Limited, an Australian company, has committed to
buy AES Mt Stuart, AES's 288MW gas fired peaking generation
business in Queensland, in a transaction valued at A$93 million,
or approximately US$52 million.

A consortium of Babcock & Brown and Prime Infrastructure Group,
has committed to buy AES Ecogen, which comprises AES's 510MW
Newport and 450MW Jeeralang gas-fired generation plants in
Victoria, in a transaction valued at A$202 million, or
approximately US$113 million.

The combined value of both transactions equates to an equity
purchase price of A$104.25 million, or approximately US$58
million, which currently represents a premium to AES's book
investment of 140%. Completion of these transactions is subject
to the receipt of certain project lender and customer approvals
and AES expects the transactions to close by the end of the
first quarter of 2003.

Paul Hanrahan, President and Chief Executive Officer, stated,
"The sale of these two AES businesses in Australia is a terrific
first step in our expanded asset sales program, and we are
pleased with the value we have received for them. We think the
premium reflects the high quality of these businesses. We are
also making good progress on our plan to raise $1 billion from
asset sales, in addition to the $800 million of sales from the
completed sale of AES NewEnergy and pending sale of Cilcorp. We
continue to focus on improving the financial performance of our
company and returning value to our shareholders. The execution
of this plan is the primary focus of our company."

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 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 10.25% bonds due 2006 (AES06USR1), DebtTraders
says, are trading at about 41 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for  
real-time bond pricing.


AMERICAN SYNPOL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Synpol Corporation
        1215 Main Street
        P.O. Box 667
        Port Neches, Texas 77651

Bankruptcy Case No.: 02-13682

Chapter 11 Petition Date: December 16, 2002

Court: District of Delaware

Judge: Kevin J. Carey

Debtors' Counsel: Joseph A. Malfitano, Esq.
                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302-571-6600
                  Fax : 302-571-1253

                       -and-

                  Mitchel H. Perkiel, Esq.
                  Lee Stremba, Esq.
                  Jenkens & Gilchrist Parker Chapin LLP
                  1211 Avenue of the Americas
                  New York, NY 10036
                  Tel: 212-704-6000  

Estimated Assets: More than $100 Million

Estimated Debts: $50 to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Huntsman Petrochemicals     Note                    $7,913,946   
Fin. Dept. 16th Floor
Box 27707
Houston, TX 77227-7707

Equistar                   Note                     $6,858,093
One Houston Center
Suite 1600
Houston, TX 77252-2583

Merrill Lynch                                       $1,405,581    
4 World Financial Center
Attn: Jeff Hawkins
New York, NY 10080

GE Plastics                Note                     $1,261,670
One Plastics Ave.
Pittsfield, MA 01202

BP Amoco                   Note                     $1,185,975
150 Warrenville Road
Mail Code SY 2217
Naperville, IL 60563

Huntsman Corp.                                      $1,114,219
PO Box 27707
Houston, TX 77227-7707

Deguss Engineered Carbons, LP                       $1,101,681
379 Interspace Parkway
PO Box 677
Parsippany, NJ 07054-0677

Zurich U.S.                                           $819,961
2500 City West Blvd.
#2500
Houston, TX 77042

Nova Chemical Ines.                                   $537,561
1550 Corapolis Heights Rd.
Moon Township, PA 15108

Carrier Corporation                                   $470,107
100 Southbelt Industria; Drive
Attn: Cindy Odom
Houston, TX 7707

E.Vironment                                           $415,528
14011 Park Drive
Attn: John Latin
Tomball, TX 77375

TXU Electric                                          $341,125
PO Box 660354
Dallas, TX 75266-0354

Baker Botts, LLP                                      $307,126
PO Box 201626
Attn: Kirk Richards
Houston, TX 77216-1626

Cognis Corporation                                    $254,179
5051 Estecreek Drive
Attn: Diane
Cincinnati, Ohio 45232-1446

Unit Gas Transmission Company                         $227,939

Citgo Petroleum Corp.                                 $221,956

Entergy                                               $194,326

Wells Fargo Equipment Finance                         $151,955

Huber Lawrence & Abell                                $150,110

Arizona Chemical Company                              $146,742


ANC RENTAL: Court OKs Lincoln Property as Debtor's Texas Broker
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained
permission from the Court to employ Lincoln Property Company
Commercial as their real estate brokers -- nunc pro tunc to May
20, 2002 -- for marketing and selling of the Debtors' property
located at Panair and Monroe Streets in Houston, Texas.

Lincoln will receive a 5% commission based on 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. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARIES INSURANCE: Progressive Corp. Discloses $7.8-Mill. Exposure
----------------------------------------------------------------
The Progressive Corporation reported that the Company reserved
$7.8 million for its estimated exposure to guaranty fund
assessments related to the Aries Insurance Company insolvency in
Florida.

Progressive's Personal Lines business units write insurance for
private passenger automobiles and recreation vehicles.
Progressive's Commercial Auto business unit writes insurance for
automobiles and trucks owned by small businesses for primary
liability, physical damage and other auto-related insurance
coverages. The Company's other businesses primarily include
writing lenders' collateral protection and directors' and
officers' liability insurance and providing insurance-related
services, primarily processing business for Commercial Auto
Insurance Procedures, which are state supervised plans serving
the involuntary market.

The Progressive group of insurance companies ranks fourth in the
nation for auto insurance, offering its products by phone at 1-
800-PROGRESSIVE, online at progressive.com and through more than
30,000 independent agencies. The Progressive Corporation, the
holding company, is publicly traded at (NYSE: PGR).


ARMSTRONG: PD Committee's Request re Product ID Ruling Nixed
------------------------------------------------------------
The Official Committee of Asbestos-Related Property Damage
Claimants of Armstrong Holdings, Inc., and its debtor-affiliates
asks Judge Newsome to reconsider his bench ruling regarding
required product identification for asbestos property damage
claims.

On October 25, 2002, Armstrong's counsel advised that the Court
instructed them to notify the PD Committee that at the
November 1 Omnibus Hearing, the Court wanted to conduct a status
conference as to PD claims.  According to Joanne B. Wills, Esq.,
at Klehr Harrison Harvey Branzburg & Ellers LLP, no further
information regarding the matters to be considered at the status
conference was provided.  At the omnibus hearing held on
November 1, 2002, the Court, in connection with the status
conference as to PD Claims, sua sponte issued a directive as
to product identification issues and requested that an Order be
submitted to the Court memorializing the Court's directive from
the bench.  On November 13, 2002, the Court entered its Order
requiring product identification for Asbestos Property Damage
Claims.  The Order requires property damage claimants to submit
certain information described in the Order within 45 days of
entry of the Order -- i.e. by December 28, 2002.  The Order
further provides that failure of a PD Claimant to comply with
the Order will result in a disallowance of its PD claim.

Following November 1, 2002, various PD Claimants advised the PD
Committee that there were numerous serious problems with the
Court's directive and, accordingly, asked the PD Committee to
file this Motion For Reconsideration.  Specifically, the PD
Committee seeks relief from the Order as to the 45-day time
frame, as to claimants who have already provided extensive
product identification to the Debtors, as to the photograph
requirement where the product has already been removed or
where there is a less burdensome and more efficient manner in
which to identify their products

Ms. Wills explains that the purpose of a motion for
reconsideration is to correct manifest errors of law or fact or
to present newly discovered evidence.  Rule 59(e) of the Federal
Rules of Civil Procedure states in relevant part:

       "[a]ny motion to alter or amend a judgment shall be filed
        no later than ten days after entry of the judgment."

Motions for reconsideration which seek to alter, amend, or offer
relief from a judgment should be granted when:

       (1) there has been an intervening change in the
           controlling law;

       (2) there is newly discovered evidence which was not
           available to the moving party at the time of the
           judgment; or

       (3) there is a need to correct a legal or factual error
           which has resulted in the manifest injustice.

The PD Committee relies on the second and third bases for
reconsideration, namely, that there are numerous facts that were
not presented to the Court and that both procedural and
substantive errors made in connection with this Court's ruling
will work substantial injustice to the PD Claimants unless
rectified.  Under these standards, the facts and circumstances
surrounding the Order present a highly compelling case for this
Court to reconsider or amend its ruling.

At the November 1, 2002 Omnibus Hearing, Ms. Wills suggested
that it would be appropriate to stay prosecution of objections
to PD claims pending the District Court' s decision on either
the PD Committee's Motion for Leave to File an Interlocutory
Appeal or the Appeal relating to the Daubert ruling.  The Court
rejected the suggestion of the PD Committee.  Instead, the Court
established criteria for product identification, without any
notice or opportunity to be heard being afforded to individual
PD Claimants.

Counsel for the PD Committee had no prior notice of the product
identification criteria or the 45-day deadline that the Court
directed at the November 1 hearing, and had no opportunity to
discuss with the PD Claimants prior to the imposition by the
Court of the product identification requirements.

Since entry of the Order, which memorializes the November 1,
2002 directive of the Court, numerous PD Claimants have
contacted counsel for the PD Committee and advised that much of
the required information is either impossible to obtain or
impossible to obtain within the 45-day time period specified in
the Order.

The 45-day time period is too short a time in which to require
product identification for these reasons:

     * Many, if not a majority, of PD Claimants have multiple
       buildings.  For instance, the State of Connecticut has
       more than 3,000 buildings which may contain Armstrong
       asbestos containing floor products.  Similarly, the
       State of Illinois has more than 239 buildings or
       facilities with identified Armstrong floor coverings as
       detailed in its proof of claim;

     * Forty-five days is not enough time to amass the required
       information for all of these buildings.  Specifically,
       as to proof that the products contain asbestos, 45 days
       is not adequate time to obtain bulk analysis results
       as required by the Order;

     * Often, polarized light microscopy provides a false
       Negative and the Modified Chatfield Method using
       transmission electron microscopy may be necessary to
       prove that the products contain asbestos.  Moreover,
       this 45-day period includes the busiest holiday
       season of the year -- Thanksgiving, Chanukah and
       Christmas -- making these time constraints even more
       burdensome.  Many of the buildings will be closed for
       observance of these holidays for some portion of the
       45 days.  In addition, many people whose assistance is
       necessary for product identification may be on vacation
       during some portion of the 45 day period; and

     * In other asbestos cases like Celotex, the typical time
       required for product identification has not been shorter
       than three months and is typically six months or more.

It is not clear from the Order whether a PD Claim will be barred
if certain information cannot be provided.  There are numerous
ways by which a PD Claimant can identify a product as an
asbestos-containing product manufactured by Armstrong.  The
product identification Order is unclear as to what proof will be
accepted for either identification of the product as a product
manufactured by Armstrong or evidence that the product contains
asbestos.  Product identification can be made in a variety of
ways.  Sales records, invoices, shipping records,
specifications, color schedules, approval records, distribution
records, installer records and recollections, affidavits from
purchasers, customer complaints and warranty records are among
the many ways to prove product identification.

Also, Armstrong controls much of this information.  For example,
Armstrong's contracting unit, AC&S installed many Armstrong and
non-Armstrong products in industrial settings and the only way
to identify the products is through a maze of documents, most of
which are in the possession of Armstrong or its attorneys.  
Discovery from Armstrong and its affiliates would be needed to
ferret out the product identification information from sales and
other documents.  The PD Claimants should have a minimum of six
months to review Armstrong documents, including sales records to
locate product identification materials, and longer if Armstrong
drags its feet in the discovery process.

The product identification Order provides that if a PD Claimant
does not submit color photographs of each Asbestos-containing
product in each building for which a property damage claim is
made, the claim will be disallowed.  PD Claimants have advised
the PD Committee that providing color photographs would be:

     * duplicative of other forms of product identification,

     * otherwise unduly burdensome, and

     * impossible to perform within 45 days by PD Claimants
       with hundreds or thousands of buildings, or may be
       impossible where the asbestos-containing floor products
       have already been removed or been enclosed or covered
       with carpeting or otherwise.

Moreover, the standards applicable to photographs have not been
adequately articulated.  For instance, photographs are only as
good as the camera and the photographer, as well as the light
conditions.  What is required for:

       (1) distance from the product;
       (2) how bright the lighting;
       (3) regular film or digital;
       (4) 35 mm or would a video do;
       (5) if digital, printed on what sort of paper and at how
           many DPI;
       (6) photo size -- 3x5, 5x7 or 8x10.

In addition, who will decide whether a photo is sufficiently
clear or detailed to be used?

These factors were not appreciated by PD Committee counsel at
the time of the Court's ruling at the November 1, 2002 hearing.

In addition, automatic disallowance without an opportunity to
defend the adequacy of proof of product identification is a
violation of due process.

Those PD Claimants who were in litigation with Armstrong
prepetition or who have previously provided proof of product
identification either in litigation or as part of their proof of
claim should not be required to submit again the same or
additional proof of product identification.

The Order has no relationship to any claims objection or claims
resolution process contemplated either in the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure or the Delaware Local
Rules governing the claims objection process in Delaware.

PD claims should not be disallowed simply because information
like a photograph is not provided even though other reasonable
proof of product identification has been provided.  So long as
PD Claimants provide some information to establish product
identification, each PD Claimant should be afforded an
opportunity to defend the sufficiency of the proof submitted.  
The Order does not provide any sort of fair claims resolution
process.  Rather, it affirmatively supports wholesale
disallowance of claims unless unreasonable criteria are met.

For these reasons, the PD Committee asks Judge Newsome to
reconsider its Order Regarding Required Product Identification
for Asbestos Property Damage Claims.

                        *     *     *

However, Judge Newsome denies the PD Committee's request.
(Armstrong Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ASIA GLOBAL CROSSING: Seeks Court Injunction Against Utilities
--------------------------------------------------------------
In connection with the global operation of their businesses and
management of their properties, Asia Global Crossing Ltd., and
its debtor-affiliates obtain telephone and similar services from
at least six different utility companies.

Pursuant to Section 366 of the Bankruptcy Code, within 20 days
after the commencement of a bankruptcy case, a utility may not
discontinue service to a debtor solely on the basis of the
commencement of the case or the failure of the debtor to pay a
prepetition debt.  Following the 20-day period, however,
utilities may discontinue service to the debtor if the debtor
does not provide adequate assurance of future performance of its
postpetition obligations.

If the Utility Companies are permitted to terminate Utility
Services on the 21st day after the Petition Date, Richard F.
Casher, Esq., at Kasowitz Benson Torres & Friedman LLP, in New
York, says, the AGX Debtors will be forced to cease operations
of their affected facilities, potentially resulting in a loss of
sales and profits.  The impact on the AGX Debtors' business
operations, revenues and restructuring efforts would be
extremely harmful.  It is therefore critical that Utility
Services continue uninterrupted.

Accordingly, the Debtors ask the Court to:

    -- prohibit the Utility Companies from altering, refusing
       or discontinuing any Utility Services; and

    -- determine that the Utility Companies have "adequate
       assurance of payment" within the meaning of Section 366,
       without the need for payment of additional deposits or
       security.

The Debtors propose to provide adequate assurance in the form of
payment as an administrative expense of their Chapter 11 estates
pursuant to Sections 503(b) and 507(a)(1) of all valid charges
for Utility Services rendered to the Debtors by the Utility
Companies on or after the Petition Date.

Mr. Casher points out that the Debtors are current with respect
to all invoices rendered by the Utility Companies prior to the
Petition Date.  The United States Court of Appeals for the
Second Circuit has held that where debtors have timely paid
their utility bills prior to the commencement of their Chapter
11 cases, the administrative expense priority provided in
Sections 503(b) and 507(a)(1) constitutes adequate assurance of
payment, and no deposit or other security is required.

Mr. Casher tells the Court that the Debtors have an excellent
prepetition payment history with the Utility Companies.  In
addition, the Debtors represent that they will continue to pay
all postpetition obligations, including utility bills, as billed
and when due.  The Debtors have $198,000,000 in unrestricted
cash as of the Petition Date, which should adequately assure the
Utility Companies of timely future payment.

"The adequate assurance proposed, which includes explicitly
granting administrative expense priority to any postpetition
utility obligations, will provide more than sufficient
protection to the Utility Companies," Mr. Casher insists.  
"Further, the relief requested ensures that the Debtors'
business operations will not be disrupted but also provides the
Utility Companies with a fair and orderly procedure for
determining requests for additional adequate assurance."

"The Debtors' proposed method of furnishing adequate assurance
of payment for postpetition Utility Services is in keeping with
the spirit and intention of Section 366 of the Bankruptcy Code,
is not prejudicial to the rights of any Utility Company, and is
in the best interest of the Debtors' estates," Mr. Casher
asserts. (Global Crossing Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USN1) are
trading at about 11 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


AVEBURY PROPERTIES: Fitch Cuts 8.36% Secured Note Rating to BB
--------------------------------------------------------------
Fitch Ratings, the international rating agency, has downgraded
Avebury Properties Limited's Class B 8.36% secured notes due
2030 to 'BB' from 'BBB'. The ratings of the Class A1 secured
floating rate notes due 2011 and the Class A2 7.51% secured
notes due 2024 are affirmed at 'A'.

At the same time, Fitch has affirmed the ratings on all notes
issued by Alehouse Finance Plc, Pubmaster Finance Limited, Punch
Taverns Finance Plc, Punch Funding II Limited, Spirit Funding
Limited, Unique Pub Finance Company Plc and Wellington Pub
Company Plc. The actions follow a formal committee review of all
pub securitisations. Fitch expects to issue a full report
summarising the information presented to committee on all
transactions in the week beginning 16 December 2002.

The affirmed ratings are as follows: -Alehouse Finance Plc:
Class A1 notes due 2021 at 'A'; Class A2 notes due 2026 at 'A';
and Class B notes due 2026 at 'BBB'. -Pubmaster Finance Limited:
Class A1 notes due 2009 at 'A'; Class A2 notes due 2011 at 'A';
Class A3 notes due 2022 at 'A'; Class A4 notes due 2009 at
'AAA'; Class A5 notes due 2016 'AAA'; Class A6 notes due 2024 at
'A'; Class B1 notes due 2025 at 'BBB'; and Class B2 notes due
2028 at 'BBB'. -Punch Taverns Finance Plc: Class A1 notes due
2008 at 'A'; Class A2 notes due 2011 at 'A'; Class A3 notes due
2015 at 'A'; Class A4 notes due 2022 at 'A'; Class B notes due
2026 at 'BBB'; and Class C notes due 2027 at 'BB+'. -Punch
Funding II Limited: Class A2 notes due 2020 at 'AAA'; Class M
notes due 2029 at 'A'; Class N1 notes due 2030 at 'BBB'; Class
N2 notes due 2029 at 'BBB'; and Class O Secured notes due 2030
at 'BB'. -Spirit Funding Limited: Class A notes due 2020 at
'AAA'; Class M notes due 2024 at 'A'; Class N notes due 2031 at
'BBB'; and Class O notes due 2030 at 'BB'. -Unique Pub Finance
Company Plc: Class A1 notes due 2010 at 'A'; Class A2R notes due
2013 at 'AAA'; Class A3 notes due 2021 at 'A'; Class A4 notes
due 2027 at 'A'; Class M notes due 2024 at 'BBB+' and Class N
notes due 2032 at 'BBB'. -Wellington Pub Company Plc: Class A
notes at 'AA'; Class B notes at 'A'; and Class C notes at 'BB'.

The downgrade to Avebury Properties Limited's Class B notes
results from Fitch's concern that a breach of a financial
covenant is possible when the full impact of amortization of the
Class A1 notes is seen on the debt service coverage ratio in
2003/2004. Due to a structural feature of this transaction, it
is possible that a breach could cause an acceleration of the
notes, and therefore payments of interest to the Class B notes
may become subordinate to Class A note payments until the senior
notes are repaid in full. This would mean a default on the
timely payment of interest on the junior notes. The financial
covenant level is set at 1.25x based on EBITDAR divided by debt
service, tested historically on both a two-quarter and a four-
quarter basis. EBITDAR was GBP15.9 million for the year to
September 2002. To prevent a breach of the financial covenant,
calculated on a two-quarter basis, annualized EBITDAR needs to
reach GBP16.4m by December 2003 and GBP17.4m by March 2004.

In the event of a breach of a financial covenant, the company
has 60 days in which to remedy the breach through the injection
of cash or other means. If a breach is not remedied, holders of
25% of the Class A notes can request that the trustee issues a
note enforcement notice, and that he issues an acceleration
notice. Should an acceleration notice be issued, payments of
interest on the Class B notes would cease until the Class A
notes have been redeemed in full.

The low debt service coverage ratio results primarily from a
front-loaded amortisation profile. The company does not expect
to breach its financial covenant as organic growth, additional
pubs expected to be acquired early in 2003 and a recently
renegotiated beer discount should ensure the company meets the
required levels. However, even if the required levels are met,
Fitch believes that the limited margin for deterioration in
performance before a breach occurs is not compatible with an
investment grade rating for the Class B notes. To the extent
that EBITDAR does not increase as management anticipates,
further downgrades to the Class B notes are possible.

In its performance analytics report dated 21 November 2001,
Fitch outlined that growth in EBITDAR would be required in
2002/2003 in order to avoid breaching covenants going forward.
This growth has not materialised in 2002 and the company is now
under some pressure to ensure that the 1.25x coverage is
achieved by 2004. The company does however have cash reserves of
GBP5.3m available for acquisitions, which should improve
coverage levels. However, given the structure of this
transaction, a substantial excess over the 1.25x cover will be
needed before an upgrade would be considered.

Fitch will be issuing a performance analytics report summarising
the performance and structural features of Avebury that have
combined to result in the downgrade.


BCF LLC: Fitch Drops Rating on Class B3 Note to D from C
--------------------------------------------------------
Fitch Ratings takes the following rating actions on BCF L.L.C.'s
mortgage pass-through certificates, series 1997-R3:

    Series 1997-R3

    --Class B3 downgraded to 'D' from 'C';
    --Class B2 downgraded to 'BBB' from 'A-' and removed from
      Rating Watch Negative;
    --Class A1-A2, A-WAC affirmed at 'AAA';
    --Class B1 affirmed at 'AA'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the November 2002 distribution.


BEAR ISLAND PAPER: Lenders Relax Covenants Under Credit Pact
------------------------------------------------------------
Bear Island Paper Company, L.L.C., a wholly owned subsidiary of
Brant-Allen Industries, Inc., has amended its Senior Credit
Agreement to allow the Company to more easily meet future
financial covenant testing.

In addition, the lenders waived past financial covenant
violations allowing for a resumption of borrowing under the
Company's existing Revolving Credit Facility.

In connection with the Amendment, Brant-Allen Industries has
agreed to make an additional $10 million of funding available to
Bear Island. This brings Brant-Allen's total commitments of
funding to Bear Island to $ 15 million during calendar year
2002.

Bear Island Paper Company L.L.C., is a producer of high quality
newsprint suitable for four-color printing whose customers
include leading newspaper publishers in the United States.


BOYD GAMING: Fitch Assigns B+ Rating to $300MM Senior Sub. Issue
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to the $300 million
senior subordinated notes due 2012 being issued by Boyd Gaming
Corporation. Proceeds are to be used to tender for the company's
existing $250 million in senior subordinated notes due 2007 and
to repay outstandings under the its revolving credit agreement.
Ratings for Boyd reflect the company's diversified property
portfolio, strong operating performance and successful history
of absorbing acquisitions. The company's leverage remains
consistent with the rating category, although further debt
reduction is anticipated in the short term. Over the
intermediate term risk factors include the potential for debt-
financed acquisitions and projected moderate levels of share
repurchases. The Rating Outlook is Stable.

Aided by the May 2001 Delta Downs acquisition and strong core
property performance, Boyd has posted meaningful margin
expansion over the past several years. For the nine months ended
September 30, 2002, Boyd produced EBITDA growth in seven of its
eight operating segments. The commencement of slot operations at
Delta Downs in February 2002 has been a meaningful contributor
to consolidated growth. Strong cash flows and reduced capital
investments have resulted in healthy free cash flow and improved
financial statistics. LTM debt/EBITDA has improved to 4.1 times
at September 30, 2002, while LTM interest coverage has improved
to 2.9x from 2.4x for the full year 2001. Boyd reduced debt by
more than $50 million through the first nine months of 2002, in
line with its stated intentions, despite capital contributions
of approximately $37 million toward its Borgata joint-venture.
Financial risk has also moderated as the Borgata nears its
scheduled opening in the summer of 2003. The project remains on-
schedule and on-budget. Fitch Ratings recognizes the declining
risk associated with potential claims that could be made under
completion guarantees, and views Boyd's equity position as
further asset support to the company's risk profile.

In June 2002, Boyd completed an amended and restated credit
agreement, establishing a $400 million secured revolving credit
due 2007 and a $100 million secured term loan due 2008. In April
2002, the company also issued $250 million in senior
subordinated debt. These steps addressed refinancing issues, and
the company has no meaningful debt maturities until October 2003
at which point approximately $122 million in senior notes will
become due. The company's credit agreement, with more than $212
million available as of September 30, 2002, was structured to
incorporate the capacity to refinance the remaining October 2003
senior note maturities. The company has no other significant
maturities until the 2007-2008 time period.


BROOKFIELD PROPERTIES: Sets Jan. 6 as Unit Distribution Date
------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE/TSX) announced that
January 6, 2003, will be the distribution date of Brookfield
Homes Corporation to shareholders. On that date, Brookfield
Properties Corporation common shareholders of record on
January 2, 2003 will receive a special distribution equivalent
to one-fifth of a Brookfield Homes Corporation share for each
Brookfield Properties Corporation common share that they own.

The change in distribution date from December 31, 2002 to
January 6, 2003 was made to coordinate regulatory approvals and
minimize shareholder administration in the current year. Upon
completion of the distribution, Brookfield Homes will be a
Delaware corporation listed on the NYSE under the symbol "BHS."  

For further information on the Brookfield Homes spin-off, please
refer to the Form 10/A of Brookfield Homes and the Management
Proxy Circular of Brookfield Properties Corporation in the
Investor Relations/Financial Reporting section on the Brookfield
Properties Web site: http://www.brookfieldproperties.com  

Brookfield Properties Corporation, with a stock market value of
$9 billion, owns, develops and manages premier North American
office properties. The Brookfield portfolio comprises 50
commercial properties and development sites totaling 45 million
square feet, including landmark properties such as the World
Financial Center in New York and BCE Place in Toronto.
Brookfield is inter-listed on the New York and Toronto Stock
Exchanges under the symbol BPO. For more information, visit the
Brookfield Properties Web site at
http://www.brookfieldproperties.com  

Brookfield Homes Corporation is a residential home builder which
also develops land in master-planned communities and infill
locations. The company designs, develops and markets
single-family and multi-family homes primarily to move-up and
luxury buyers and develops land which is sold to other home
builders. The company's operations are currently in four
markets: the San Francisco Bay Area; Southland/Los Angeles; San
Diego/Riverside; and Northern Virginia. For more information,
visit the Brookfield Homes Web site at
http://www.brookfieldhomes.com

As reported in the Troubled Company Reporter's September 11,
2002 edition, Standard & Poor's Ratings Services assigned its
'P-3(High)' Canadian national scale and double-'B'-plus global
scale ratings to Brookfield Properties Corp.'s C$150 million-
C$200 million 6.0% cumulative class AAA redeemable preferred
shares, series F. At the same time, the ratings outstanding on
the company, including the triple-'B' long-term issuer credit
rating, were affirmed. The outlook's stable.


BUDGET: Wins Nod to Make $1MM Equity Contribution to German Unit
----------------------------------------------------------------
Bankruptcy Court Judge Mary F. Walrath authorizes Budget Group
Inc., and its debtor-affiliates to make a $1,000,000 equity
contribution to its German subsidiary, Budget Deutschland GmbH,
provided that the Debtors are to make an immediate contribution
of $500,000, with the remaining $500,000 conditioned on the
Official Committee of Unsecured Creditors' consent.  The amount
of cash transferred to make an equity contribution will
constitute a dollar-for-dollar reduction to the cash purchase
price to the extent that any transfer is made before the closing
of the sale to Cherokee. (Budget Group Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CALYPTE BIOMEDICAL: Issues 12% Conv. Notes to Mercator Momentum
---------------------------------------------------------------
Calypte Biomedical Corporation issued a 12% Convertible
Debenture due on October 22, 2004, in the sum of $300,000 to
Mercator Momentum Fund LP. The Debenture was executed on
November 21, 2002. The Debenture is convertible at the option of
Mercator at 80% of the market price of the Company's common
stock at the average of the lowest three inter-day trading
prices during the 20 trading days immediately preceding the
applicable conversion date. The conversion price will not be
less than $.05 per share.

In connection with the Convertible Debenture, the Company
granted cost-free registration rights to Mercator. The Company
also issued 3,000,000 warrants to purchase 3,000,000 shares of
its common stock at $.10 per share and further agreed to
register the underlying shares with respect to said warrants,
and also paid a fee of 10% of the proceeds received in the
financing. The Company agreed to register the shares underlying
the debenture and warrants on or before January 21, 2003, and
Mercator has agreed not to convert the debenture or exercise the
warrants prior to that date.

The Company has filed a Preliminary Proxy Statement with the
Securities and Exchange Commission wherein it has requested
stockholders approve an increase of the 200,000,000 common
shares that are currently authorized to 550,000,000 common
shares of $.01 par value common stock. Subject to the approval
of the stockholders, the Company intends to use the newly
authorized shares of its common stock to reserve and register
the underlying shares pursuant to the convertible debenture and
warrants.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Refer to current product package inserts for complete
information on product performance characteristics.

As previously reported in the Troubled Company Reporter,
Calypte's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $7.5 million.


CAMBRIAN COMMS: Signs-Up PricewaterhouseCoopers as Tax Advisors
---------------------------------------------------------------
Cambrian Communications LLC and Cambrian Holdings LLC asks the
U.S. Bankruptcy Court for the Eastern District of Virginia for
permission to hire PricewaterhouseCoopers LLP, to perform tax
advisory and accounting services that will be necessary during
the companies' chapter 11 cases.

The Debtors anticipate that PwC will:

     a) Advise the Debtors regarding tax issues;

     b) Prepare the Debtor's corporate tax returns;

     c) Provide testimony in court on behalf of the Debtor, if
        necessary; and

     d) Assist with such other related matters as necessary in
        connection with this case.

PwC's normal hourly rates are:

     partners                $549.75 per hour
     senior managers         $461.25 per hour
     managers                $387.75 per hour
     senior associates       $260.25 per hour
     associates              $164.25 per hour

Cambrian Communications LLC, together with its affiliate
Cambrian Holdings LLC, filed for chapter 11 protection on
September 20, 2002.  Bradford F. Englander, Esq., at Linowes and
Blocher LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed an estimated assets of over $10 million and
estimated debts of over $50 million.


COMMUNICATION DYNAMICS: Wants Until March 22 to Decide on Leases
----------------------------------------------------------------
Communication Dynamics, Inc., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to extend the time period within which they need to
decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.  The Debtors tell
the Court that they need until March 22, 2003, to make lease
related decisions.

The Debtors relate that although they have worked diligently to
evaluate their remaining Unexpired Leases, there simply has not
been sufficient time to make a final determination.  Since the
inception of these cases, the Debtors have engaged in extensive
negotiations with the Prepeptition Lenders for the consensual
use of cash collateral.  

Additionally, the Debtors point out that they have spent
considerable amount of time preparing and presenting to the
Prepetition Lenders and the Committee a business plan, which
will serve a platform for the plan of reorganization
negotiations.

Communication Dynamics, Inc., together with its Debtor and non-
Debtor affiliates, is one of the largest multinational suppliers
of infrastructure equipment to the broadband communications
industry. The Debtors filed for chapter 11 protection on
September 23, 2002.  Jeffrey M. Schlerf, Esq., at The Bayard
Firm represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed more than $100 million both in estimated assets and
debts.


COMMUNICATION INTELLIGENCE: Falls Below Nasdaq Listing Standards
----------------------------------------------------------------
Communication Intelligence Corporation (Nasdaq: CICI) announced
that on December 9, 2002, CIC received a Nasdaq Staff
Determination Letter indicating that CIC fails to comply with
the minimum closing bid price requirement of $1.00 for continued
listing set forth in Marketplace Rule 4310(C)(4) and that its
securities are therefore subject to delisting from the Nasdaq
SmallCap Market.

CIC has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination, which
will give CIC the opportunity to present its position to Nasdaq
as to why it believes continued listing of its shares on Nasdaq
SmallCap Market is warranted. The hearing request will stay the
delisting pending the outcome of the hearing, which is expected
to be held within the next 45 days. There can be no assurance
that the Panel will grant CIC's request for continued listing.

Communication Intelligence Corporation is the leading supplier
of electronic signature, biometric security and natural input
solutions focused on emerging, fast growth applications
including paperless workflow, smart wireless devices and e-
Commerce enabling the world with "The Power to Sign Online(TM)".
The Company's core software technologies include multilingual
handwriting recognition systems, biometric signature
verification, natural messaging, and operating system extensions
that enable pen input. CIC's products are designed to increase
the ease of use, functionality, and security of wireless
electronic devices and e-business processes. CIC sells direct to
OEMs and Enterprises. Products are also available through major
retail outlets such as Circuit City, CompUSA, Staples,
OfficeMax, key integration partners and direct via www.cic.com.
Industry leaders such as Ericsson, Fujitsu, Hitachi, Siebel
Systems, IBM, Charles Schwab and Prudential have licensed the
company's technology. CIC is headquartered in Redwood Shores,
California and has a joint venture, CICC, in Nanjing, China. For
more information, please visit the Company's Web site at
http://www.cic.com  

                         *     *     *

               Liquidity and Capital Resources

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

"At September 30, 2002, cash and cash equivalents totaled $1,246
compared to cash and cash  equivalents  of $2,588 at
December 31, 2001. The decrease was due primarily to cash used
in operating activities of $1,569, cash used in investing
activities of $54. Cash provided by financing activities was
$281, net. The $281 provided by financing  activities consists
of $426 in proceeds from the exercise of stock options by the
Company's employees and former chairman, the acquisition of
capital equipment under capital lease of $40, reduced by the
repayment of the note by the Joint Venture of $181, and by
payments of capital lease  obligations of $4.  Total  current  
assets were $2,372 at September 30, 2002, compared to $3,899 at
December 31, 2001.

"As of September 30, 2002, the Company's principal source of
funds was its cash and cash equivalents aggregating $1,246.

"The Company was incorporated in Delaware in 1986 and the  
accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has suffered recurring losses from operations that raise a doubt
about its ability to continue as a going concern. The Company
is in the process of filing a registration statement with the  
Securities and Exchange Commission in order to obtain funding
from equity financing.  However, there can be no assurance that
the Company will have adequate capital resources to fund planned
operations or that any additional funds will be available to the
Company when needed, or if available, will be available on
favorable terms or in amounts required by the Company.  If the
Company is unable to obtain adequate capital resources to fund
operations, it may be required to delay, scale back or eliminate  
some or all of its operations, which may have a material  
adverse effect on the Company's business, results of operations
and ability to operate as a going concern. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

"Current liabilities, which include deferred revenue, were $953
at September 30, 2002.  Deferred  revenue, totaling $123 at
September 30, 2002, primarily reflects advance payments for
products and maintenance fees from the Company's licensees  
which are generally recognized as revenue by the Company when
all obligations are met or over the term of the maintenance
agreement."


CORNING INC: Concludes Sale of Precision Lens to 3M for $850MM
--------------------------------------------------------------
Corning Incorporated (NYSE:GLW) completed the sale of Corning
Precision Lens, Incorporated., a wholly owned subsidiary of
Corning Incorporated, to 3M for $850 million in cash.

Concluding a transaction that was originally announced on
November 12, 2002, Corning divested its precision lens business
to raise cash to strengthen its balance sheet and to support of
one of the company's strategic initiatives for 2002 --
protecting its financial health.

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

                          *     *    *

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

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

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

                         RATINGS LOWERED

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

        $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

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

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


COSERV ELECTRIC: Successfully Emerges from Chapter 11 Bankruptcy
----------------------------------------------------------------
CoServ Electric and CoServ Telecom announced that their two
Chapter 11 plans previously confirmed by the U.S. Bankruptcy
Court have become effective, completing the Chapter 11
reorganization process for all CoServ entities that was first
initiated voluntarily by certain CoServ entities November 30,
2001.

CoServ Electric and related entities include CoServ Electric,
CoServ Investments, L.P., and CoServ Utility Holdings, L.P.  The
approved plan for CoServ Electric and its related entities  
reflects an agreement reached in May and confirmed in September,
and includes total refinancing of CoServ's debt, payment in full
of all of CoServ's unsecured creditors, and a 10-year $200
million capital expenditure credit facility. Additionally,
CoServ Electric has diversified its lenders to include CoBank,
an institution that provides lending to electric cooperatives,
as well as its previous lender, the National Rural Utilities
Cooperative Finance Corporation.

"This is a great outcome for our members and our family of
electric companies," said Bill McGinnis, chief executive
officer. "And the $200 million credit facility puts us in a good
position to continue to grow. In fact, throughout the
reorganization process, we've remained strong and have continued
to grow. Over the last 12 months, we've grown at a rate of more
than 12% to 84,985 meters in 2002 from 75,517 in 2001, and we
remain committed to delivering the high quality of electric
service that we believe will help us continue to increase our
customer base in the future."

The six CoServ Telecom entities whose plans also become
effective include CoServ, L.L.C. d/b/a CoServ Communications,
CoServ Telecom GP, L.L.C., CoServ Telecom Holdings, L.P., DWB
GP, Inc, MultiTechnology Services, L.P. d/b/a CoServ Broadband
Services and Dallas Wireless Broadband, L.P. d/b/a CoServ
Broadband. The assets of these entities, which include telephone
and cable, have been transferred to Denton Telecom Partners I,
L.P. and will conduct business under the name AdvanTex
Communications, operating as an affiliate of CFC.

"While CoServ will no longer be involved with the communications
services, we expect these customers to continue to receive high
levels of service," said McGinnis.

CoServ Realty Holdings, L.P., announced October 11, 2002, that
its Chapter 11 plan previously confirmed by the U.S. Bankruptcy
Court became effective, making it the first of three CoServ
Chapter 11 plans to emerge from bankruptcy protection.

On November 30, 2001, CoServ sought Chapter 11 protection for
its telephone and cable companies. On February 1, 2002, CoServ
sought Chapter 11 protection for its electric and related
companies.

For nearly 65 years, CoServ Electric has provided dependable,
affordable, electric power to thousands of homes. Further
information on CoServ Electric is accessible at
http://www.coserv.com  


COSERV ELECTRIC: Successfully Emerges from Chapter 11
-----------------------------------------------------
Friday, Denton County Electric Cooperative, d/b/a CoServ
Electric, emerged from bankruptcy.

CoServ is an electric distribution cooperative located and
serving approximately 75,000 customers in the Dallas metro area.
CoServ is also National Rural Utilities Cooperative Finance
Corporation's largest borrower.

In June, CoServ and CFC filed a joint plan of reorganization
with the U.S. Bankruptcy Court for the Northern District of
Texas, Fort Worth Division. The general terms of the bankruptcy
settlement include the following:

     --  CoServ has agreed to refocus on its core electric
         business and to make quarterly debt service payments to
         CFC for the term of the note.  

     --  CoServ's telecom assets were transferred today to an
         entity controlled by CFC.  

     --  CoServ's real estate development notes, certain assets      
         and its interests in certain real estate development
         projects were transferred to entities controlled by CFC
         on October 11, 2002.  

     --  All prior legal claims of CFC and CoServ have been
         released by the bankruptcy court.  

CoServ has agreed to begin servicing its obligations to CFC.
Under the plan, CFC should recover the entire $1 billion of loan
principal from CoServ through the transfer of assets and the
quarterly debt service payments.

Based on its analysis, CFC believes that it is adequately
reserved for any potential loss on its loans to CoServ.

CFC is a not-for-profit finance cooperative that serves the
nation's more than 1,000 electric cooperatives and their
subsidiaries. With nearly $20 billion in assets, CFC provides
its member-owners with an assured source of low-cost capital and
state-of-the-art financial products and services.


COVANTA ENERGY: Wants to Pay Aramark $2MM Under Settlement Pact
---------------------------------------------------------------
Pursuant to Section 363(b) and 105(a) of the Bankruptcy Code,
Covanta Energy Corporation and its debtor-affiliates ask the
Court to approve a Settlement Agreement among Ogden Services
Corporation (n/k/a Covanta Energy Corporation), Aramark
Services, Inc., and Aramark Entertainment, Inc.  The Debtors
further seek the Court's authority for Covanta to pay Aramark
$2,000,000 pursuant to the Settlement Agreement.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that on November 17, 1995, DC Arena LP, as
landlord, and Aramark Entertainment, as Operator, entered into a
Concession Lease Agreement relating to a multi-purposes arena in
Washington, D.C. known as the MCI Center.  At the same time,
Senior Lenders advanced funds to DC Arena under a Senior Credit
Facility to cover, in part, the cost of developing, constructing
and equipping the MCI Center.

Under the Lease Agreement, the Operator agreed to provide to the
Senior Lenders and maintain a Letter of Credit.  Also on
November 17, 1995, Covanta executed a guaranty of, among other
things, the Operator's performance of its obligations under the
Lease Agreement.

On March 29, 2000, pursuant to the Ogden Food and Beverage
Concession & Venue Management Acquisition Agreement, Aramark
Corporation purchased from Covanta, among other things, all of
the issued and outstanding shares of capital stock of what was
then called Ogden Entertainment, Inc. n/k/a Aramark
Entertainment.

Mr. Bromley says that in order to fulfill the obligation imposed
by the Lease Agreement, Covanta has maintained the $5,300,000
Covanta Letter of Credit scheduled to expire on January 5, 2003.
However, Covanta will not renew the Covanta Letter of Credit as
its renewal is not provided for in the Debtors' postpetition
financing.

Pursuant to the terms of the Covanta Letter of Credit, it can be
drawn for the full amount if, among other things, the Covanta
Letter of Credit is not renewed within 15 days of expiring.  
Once drawn, the reimbursement obligation related to the Covanta
Letter of Credit, in an amount up to $5,300,000, would be
secured.  To prevent this, the Parties negotiated to enter into
a Settlement Agreement providing that:

  (a) On December 13, 2002, DC Arena will have agreed to a
      release of Covanta from any and all of its obligations
      under the Lease Agreement, the Guaranty and the Letter of
      Credit, which release will be effective on Closing.
      Aramark will deliver to Covanta a Due Diligence
      Completion Notice and Covanta will have delivered to
      Aramark the DIP Lender Consent;

  (b) By December 17, 2002, the Collateral Agent or Senior
      Lender, will provide Covanta with its agreement to the
      form a replacement letter of credit amounting $5,300,000
      and its agreement that provided the replacement letter of
      credit becomes effective, the Senior Lender will:

      -- not draw on the Covanta Letter of Credit;

      -- accept the replacement letter of credit in
         substitution of the Covanta Letter of Credit; and

      -- return the Covanta Letter of Credit to Covanta for
         cancellation and take action as is required to cancel
         the Covanta Letter of Credit in accordance with the
         terms thereof;

  (c) Covanta will pay Aramark the amount of $2,000,000 as
      consideration for the Release and the other transactions
      contemplated by the Agreement; and

  (d) Effective on the Closing Date, Aramark and Aramark
      Entertainment will release Covanta and its affiliates,
      subsidiaries and parents from claims arising under the
      Guaranty, the Letter of Credit and the Lease Agreement.

Mr. Bromley contends that the Settlement Agreement is the
Debtors' exercise of sound business judgment because the Debtors
will be able to successfully avoid a secured claim of $5,300,000
on the Covanta estate, which can be drawn as early as
December 23, 2002. (Covanta Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CROWN NORTHCORP: Fitch Assigns CPS3 Primary Servicer Rating
-----------------------------------------------------------
Fitch Ratings affirms Crown NorthCorp., Inc.'s primary servicer
rating of 'CPS3' and its special servicing rating of 'CSS3'. The
primary servicer rating is based on Crown's ability to service
commercial mortgage loans in CMBS transactions. The special
servicing rating reflects Crown's ability to workout, manage and
liquidate CMBS loans. Due to pending initiatives at the company,
Fitch plans to review the ratings again at the end of the first
quarter of 2003.

As of September 30, 2002, Crown's primary servicing portfolio
was approximately $81.2 million, of which $20.4 million is CMBS.
As of the same date, Crown was responsible for asset management
and special servicing for 21 properties valued at approximately
$50 million.

Fitch rates commercial mortgage primary, master, and special
servicers on a scale of 1 to 4, with 1 being the highest rating.
Within each of these rating levels, Fitch further differentiates
ratings by plus (+) and minus (-) as well as the flat rating.


C*STAR: Fitch Withdraws BB-/CCC- Note Ratings as Deal is Called
----------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on four classes of notes
issued by C*Strategic Asset Redeployment Program (C*STAR) 1999-2
Limited.

The deal has been called and all monies owed have been repaid to
the noteholders.  

The ratings prior to the withdrawal are shown below:

   --Class A notes 'AA+';

   --Class B notes 'AA-';
  
   --Class C notes 'BB-';

   --Class D notes 'CCC-'.


DEL MONTE FOODS: Caps Senior Subordinated Note Offering Price
-------------------------------------------------------------
Del Monte Foods Company (NYSE: DLM), through its wholly-owned
subsidiary Del Monte Corporation, announced the pricing terms
for the offer of its Senior Subordinated Notes due 2012.

The Notes will bear interest at a rate of 8-5/8% and will be
redeemable, in whole or in part, on or after December 15, 2007.
In addition, Del Monte may redeem up to 35% of the aggregate
principal amount of the Notes prior to December 15, 2005 from
the proceeds of an equity offering. The Corporation also
announced that the offering will be increased to $450 million of
Notes, up from the $300 million announced on December 5, 2002.

The offering of the Notes relates to the previously announced
proposed transaction in which Del Monte will acquire the U.S.
and Canadian pet food and pet snacks, U.S. tuna and retail
private label soup and U.S. infant feeding businesses of H. J.
Heinz Company (NYSE: HNZ) through a merger of the Corporation
and a spun-off subsidiary of Heinz.

The offering of the Notes is expected to close on December 20,
2002, concurrently with the closing of the Merger and a new
$1.245 billion senior secured credit facility, which Del Monte
has successfully syndicated in connection with the Merger. The
credit facility and the Note offering together will finance the
Merger and related transactions. The closing of the Note
offering and the Merger are subject to various closing
conditions, including the approval of the Merger by Del Monte
stockholders at Del Monte's annual meeting to be held on
December 19, 2002.

Three hundred million dollars ($300 million) in principal amount
of the Notes will be distributed to Heinz as part of the
financing relating to the spin-off. Heinz will then transfer
such Notes to one of its affiliates. The $300 million in
principal amount of the Notes are being sold by the Heinz
affiliate in the offering. Del Monte will not receive any of the
proceeds from the sale of Notes by the Heinz affiliate.

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

Del Monte Foods Company, with net sales of approximately $1.3
billion in fiscal 2002, is one of the largest producers and
distributors of premium quality, branded processed fruit,
vegetable and tomato products in the United States. The Del
Monte brand was introduced in 1892 and is one of the best known
brands in the United States. Del Monte products are sold through
national grocery chains, independent grocery stores, warehouse
club stores, mass merchandisers, drug stores and convenience
stores under the Del Monte, Contadina, S&W and SunFresh brands.
The Company also sells its products to the U.S. military,
certain export markets, the foodservice industry and food
processors. The Company operates twelve production facilities
and seven distribution centers in the U.S., has operations in
Venezuela and owns Del Monte brand marketing rights in South
America.

                         *     *     *

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

The ratings reflect heritage Del Monte's leading position in the
processed fruit, vegetable and solid tomato categories, stable
cash flows and the strength of the management team. Improved
financial and operating performance has stemmed from
rationalization of operating facilities, product innovation, and
a stronger relationship with large retailers. The ratings also
consider the company's relatively high leverage for a food
processor, and the short-term integration risk associated with
this transaction.


DIGEX INC: Fails to Regain Compliance with Nasdaq Requirements
--------------------------------------------------------------
Digex, Incorporated (Nasdaq: DIGX), announced that on
December 6, 2002 it received a letter from the Nasdaq Listing
Qualifications Department indicating that the Company is subject
to delisting from the Nasdaq SmallCap Market because of its
failure to regain compliance with the minimum USD$1.00 bid price
per share requirement, set forth in Marketplace Rule
4310(C)(8)(D).

"We have requested a hearing to appeal the Staff's
determination," said George Kerns, Digex president and CEO.
"Regardless of the outcome, we will continue with initiatives to
further grow the company and ultimately meet the criteria. It is
also important to note that this process and the outcome will
not affect our day-to-day operations and does not change our
previously announced exploration of strategic alternatives."

Digex is not eligible for an additional 180 day calendar day
grace period given that it does not meet the initial listing
criteria for the SmallCap Market under Marketplace Rule
4310(C)(2)(A), which states that "[f]or initial inclusion, the
issuer shall have (i) stockholders' equity of $5 million; (ii)
market value of listed securities of $50 million ... ; or (iii)
net income from continuing operations of $750,000 in the most
recently completed fiscal year or in two of the last three most
recently completed fiscal years." The market value calculation
is based on the number of Digex Class A shares alone and does
not include Class B shares. Digex currently does not meet the
initial listing criteria.

The continued listing criteria for the SmallCap Market under
Marketplace Rule 4310(C)(2)(B) states that "the issuer shall
have (i) stockholders' equity of $2.5 million; (ii) market value
of listed securities of $35 million . . . ; or (iii) net income
from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently
completed fiscal years."  Digex currently does not meet the
continued listing criteria.

The Company has requested a hearing before the Nasdaq Listing
Qualifications Panel to review the determination reached by the
Nasdaq Listing Qualifications Department. The hearing is
expected to be scheduled within 45 days of the filing of the
hearing request.  Digex's stock will continue to be listed on
The Nasdaq SmallCap Market pending the panel's decision. There
can be no assurance the Nasdaq Panel will grant the Company's
request for continued listing.  If delisted, the Company would
seek to have its Class A common stock traded in the over-the-
counter market via the Electronic Bulletin Board.

Digex is a leading provider of managed Web and application
hosting services. Digex customers, from mainstream enterprise
corporations to Internet-based businesses, leverage Digex's
services to deploy secure, scaleable, high performance e-
Enablement, Commerce and Enterprise IT business solutions.
Additional information on Digex is available at
http://www.digex.com

As previously reported, Digex's balance sheet shows a total
shareholders' equity deficit of about $2.5 million.  


DONLAR BIOSYNTREX: Ability to Continue Operations Uncertain
-----------------------------------------------------------
In transactions closing in November 2000 and January 2001,
Donlar Biosyntrex Corporation, then know as Biomune Systems,
Inc., acquired from Donlar Corporation in exchange for
41,279,520 shares of Biosyntrex's common stock, representing
approximately 96% of Biosyntrex's shares then outstanding on a
fully diluted basis, substantially all of Donlar's businesses
and assets plus cash consideration. The businesses acquired from
Donlar were the manufacturing and marketing of agricultural,
industrial and consumer products. Donlar also transferred to
Biosyntrex all technology, know how and patents for the crop
nutrient management and oil field services businesses created
after November 3, 2000, as well as all technology resulting from
Donlar pharmaceutical research and development activities after
November 3, 2000. Donlar's ownership interest in Biosyntrex has
decreased since January 2001 as a result of transfers of common
stock by Donlar and issuances of additional common stock by
Biosyntrex.

As of December 31, 2001, the Company had an accumulated deficit
of $90,822,933, a shareholders' deficit of $32,194,299 and has
had substantial recurring losses. The consolidated operations of
the Company have not achieved profitability and the Company has
relied upon financing from the sale of its equity securities and
liquidation of other assets to satisfy its obligations. These
conditions raise substantial doubt about the ability of the
Company to continue as a going concern.

The Company's ability to continue as a going concern is subject
to the attainment of profitable operations or obtaining
necessary funding from outside sources. Management's plan with
respect to this uncertainty includes obtaining additional
financing from the Company's principal lender, reorganizing the
Company and converting debt to equity, evaluating new products
and markets, and minimizing overhead and other costs. However,
there can be no assurance that management will be successful.

Biosyntrex's operating results in future quarters may be below
the expectations of securities analysts and investors. In such
event, the price of the common stock would likely decline,
perhaps substantially. In addition, the stock market has
historically experienced extreme price and volume fluctuations.
Moreover, Biosyntrex's common stock may be even more prone to
volatility than the securities of other businesses in light of
the relatively small number of shares held by non-affiliates of
Biosyntrex. Given such a relatively small public float, there
can be no assurance that the prevailing market price of common
stock will not be artificially inflated or deflated by trading
even of relatively small amounts of common stock.


DOW CORNING: Names Joseph D. Sheets as New Chief Fin'l Officer
--------------------------------------------------------------
Joseph D. (Don) Sheets, 42, currently general manager of Dow
Corning's Xiameter(TM) business, will become chief financial
officer on March 31, 2003.  He will succeed Gifford E. Brown,
56, who, after 34 years, is retiring at that time.  The Dow
Corning Board of Directors is expected to elect Sheets to his
new position at its February meeting.

"Having just provided great leadership and guidance to the
development and successful launch of Xiameter(TM) this year, we
look forward to Don providing the same skills to the Finance
function, building on the benefits of his past experiences in
financial and business roles," Dow Corning president and CEO
Gary E. Anderson said.

K. Michael Lanham, 42, currently global commercial director for
Xiameter(TM), will be named executive director of Xiameter(TM).  
Lanham's current position will not be replaced.  He will
continue to report to Sheets.

Dow Corning -- http://www.dowcorning.com-- provides  
performance-enhancing solutions to serve the diverse needs of
more than 25,000 customers worldwide.  A global leader in
silicon-based technology and innovation, offering more than
7,000 products and services, Dow Corning is equally owned by The
Dow Chemical Company and Corning, Incorporated.  More than half
of Dow Corning's annual sales are outside the United States.


DYNCORP: Fitch Places B-Rated 9-1/2% Notes on Watch Positive
------------------------------------------------------------
Fitch Ratings has placed DynCorp's 'B' rated $100 million 144A
private placement 9-1/2% senior subordinated notes due 2007 on
Rating Watch Positive.

This action follows Friday's announcement that DynCorp will be
acquired by Computer Sciences Corp., for $950 million, including
the assumption of DynCorp's estimated $270 million in total
debt. Both Boards of Directors have already unanimously approved
the transaction, which is expected to close in the first
calendar quarter of 2003. The transaction is subject to majority
shareholder approval by outstanding DynCorp stock holders as of
Sept. 26, 2002, and is subject to regulatory approvals,
including expiration of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act.

As of the third quarter of 2002 ending September 26, 2002,
DynCorp continues to report improving financial results. For the
first nine months of 2002, DynCorp's revenues were $1,744.3
million, up 23% from the prior-year comparable period. The
revenue increase was due to new contracts and increased revenues
from existing contracts. EBITDA for the first nine months of
2002 increased to $90.3 million from $69.9 million from the
prior-year comparable period, while the EBITDA margin increased
slightly to 5.2% from 4.9%. For the latest 12 months (LTM)
ending September 26, 2002, net free cash flow improved to $44.5
million versus $43.2 million for the prior-year comparable
period. DynCorp's backlog has increased to $8.5 billion at
September 26, 2002, from $6.8 billion at Dec. 27, 2001.

The current ratings reflect the company's operating history and
long-standing relationship with the federal government. The
federal government's trend toward outsourcing non-strategic
functions affords DynCorp a strong position in potentially good
growth markets. DynCorp's rating also reflects its low capital
spending requirements and the increasing component of
information technology in the company's business mix. DynCorp
has made significant progress in deleveraging from a previous
acquisition, as well as achieving solid operational results in a
strong government outsourcing environment.


DYNEGY INC: Will Publish 2003 Company Guidance on January 7
-----------------------------------------------------------
Dynegy Inc., (NYSE:DYN) will host an analyst conference call on
Jan. 7 to discuss 2003 company guidance and provide an update on
its liquidity position as of the end of 2002. The company will
simulcast the conference call live via the Internet and it will
be available on the "News and Financials" section of
http://www.dynegy.com

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids, regulated energy delivery and
communications. Through these business units, the company serves
customers by delivering value-added solutions to meet their
energy and communications needs.

                         *     *     *

As previously reported, Dynegy Holdings Inc.'s senior unsecured
debt rating was downgraded to 'BB+' from 'BBB' by Fitch Ratings.
In addition, Fitch downgraded Dynegy Inc.'s indicative senior
unsecured debt to 'BB+' from 'BBB-'. The short-term ratings for
DYNH and DYN' have been lowered to 'B' from 'F3'. The ratings
for DYN and DYNH remain on Rating Watch Negative where they were
originally placed on Nov. 9, 2001. In addition, ratings for
affiliated companies, Illinois Power Co., and Illinova Corp.,
have been lowered and remain on Rating Watch Negative.  


ENCOMPASS SERVICES: Wants OK to Hire Innisfree as Noticing Agent
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates seek
authorization to employ Innisfree M&A Inc., as noticing, ballot
solicitation and tabulation agent in connection with their
Chapter 11 cases.

Lydia T. Protopapas, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, explains that Encompass has issued publicly held
securities, namely the 10-1/2% Senior Subordinated Notes and the
company's common stock.  While Encompass can readily identify
the registered holders of the securities, Ms. Protopapas says
Encompass has no knowledge of the number and identity of the
beneficial holders of the securities because many of the
beneficial holders hold their securities in "street name"
through a bank, brokerage firm, agent, proxy or other nominee.

Ms. Protopapas contends that the successful dissemination of
information and notices to the beneficial owners requires
coordination with the nominees, primarily to ensure that these
entities properly and promptly forward notices and other
materials to their customers.  This is the reason why the
Debtors selected Innisfree, Mr. Muzzy explains.  Innisfree is a
sophisticated international proxy solicitation and investor
relations firm whose management and employees have significant
experience in providing proxy and ballot solicitation services
to large publicly traded companies in matters relating to
communications with public security holders and creditors.

In addition to the mailing of voting and non-voting documents as
ballot solicitation and tabulation agent, Innisfree will also
provide these services at the Debtors' request:

(i) Advice regarding all respects of the voting and tabulation
     process;

(ii) Assist in requesting information from the indenture trustee
     and the Depository Trust Company;

(iii) Coordinate with the nominees and responds to inquiries of
     noteholders regarding the disclosure statement and the plan
     voting procedures;

(iv) Receive and examine all ballots and master ballots cast by
     the noteholders and other creditors;

(v) tabulate all ballots and master ballots in accordance
     with established procedures; and

(vi) prepare an appropriate ballot certification.

As special noticing agent and consultant, Innisfree will:

  (a) assist in sending notices and documents to the holders of
      the Debtors' public securities in connection with the
      plan and disclosure statement processes in these Chapter
      11 cases;

  (b) coordinate with other parties in interest to ensure that
      the mailings of the notices and related documents are done
      properly and in a timely fashion;

  (c) prepares affidavits of service for filing with the Court;
      and

  (d) provide the Debtors with consulting services regarding
      the development and review of plan solicitation materials,
      including the disclosure statement, ballots, master
      ballots, voting instructions and issues arising in
      connection with the vote solicitation and tabulation
      process.

Accordingly, the Debtors will pay Innisfree for its balloting
and tabulation services:

  (1) a $10,000 project fee;

  (2) a $2,000 fee for each issue of public securities entitled
      to vote on the Plan; and

  (3) a $1,500 fee for each issue of public securities not
      entitled to vote on the Plan but entitled to receive
      notice.

Innisfree will also receive:

  (1) a fee for mailings to any registered record holders of
      securities or any creditors at $1.75 to $2.25 per package,
      depending on the complexity of the mailing;

  (2) a minimum charge of $2,000 to respond to up to 250 phone
      calls from security holders within a 30-day solicitation
      period, with additional calls charged at $8.00 per call;
      and

  (3) a fee of $100 per hour for tabulating ballots and master
      ballots, plus a set up charge of $1,000 for each
      tabulation element.

The Debtors will also pay the firm for its consulting services
in ccordance with Innisfree's hourly rates:

                 Staff                     Rate
                 -----                     ----
                 Co-chairman             $375/hr
                 Managing Director        350/hr
                 Practice Director        275/hr
                 Director                 250/hr
                 Account Executive        225/hr
                 Staff assistant          150/hr

Innisfree will also receive fees for mass mailing services:

  -- $3,500 for handling notice mailings to the holders of the
     securities; and

  -- $0.50 to $0.65, plus postage, for handling notice mailings
     to registered record holders and other creditors.

The Debtors will also reimburse Innisfree for its out-of-pocket
expenses, for travel costs, messenger and courier costs and
expenses incurred in obtaining or converting depository
participant, creditor, shareholder and "non-objecting beneficial
owners" lists.

Additionally, the Debtors intend to employ Bankruptcy Services
LLC as their official claims and noticing agent in these Chapter
11 cases.  Nonetheless, the services provided by Innisfree will
not duplicate the services to be provided by Bankruptcy
Services. (Encompass Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXIDE: Court Extends Lease Decision Period Until June 9, 2003
-------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained permission
from the Court to extend the Section 365(d)(4) Deadline, by
which they must determine whether to assume, assume and assign,
or reject over 100 unexpired leases. The lease decision time has
been stretched for an additional period of 180 days, through and
including June 9, 2003.


GECCMC: Fitch Affirms Low-B Ratings on 3 Classes of P-T Certs.
--------------------------------------------------------------
GECCMC commercial mortgage pass-through certificates, series
2001-1 are affirmed by Fitch Ratings as follows: $156.9 million
class A-1, $703 million class A-2, $1.1 billion class X-1 and
$662.6 million class X-2 at 'AAA'; $45.2 million class B at
'AA'; $49.4 million class C at 'A'; $15.5 million class D at 'A-
'; $15.5 million class E at 'BBB+'; $15.5 million class F at
'BBB'; $14.1 million class G at 'BBB-'; $25.4 million class H at
'BB+'; $18.3 million class I at 'BB'; and $9.9 million class J
at 'BB-'. Fitch does not rate classes K, L, M, and N. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in May 2001.

The affirmations reflect consistent loan performance and minimal
paydown of the collateral balance since issuance. There have
been no delinquencies or specially serviced loans since
origination. The comparable weighted average debt service
coverage ratio for the pool was 1.44 times at YE 2001, a slight
increase over the 1.41x at issuance. The WADSCR was calculated
using the financial statements collected by the master servicer,
GEMSA, for approximately 95% of the loans in the pool by
balance. As of the November 2002 distribution date, the pool's
certificate balance has decreased by 1.3% to $1.11 billion from
$1.13 billion at issuance. The pool is geographically diverse
with the highest concentration in California (20%). No other
state concentrations exceed 10%. Nine loans, approximately 16%
of the pool, are secured by multiple assets that are cross-
collateralized and cross-defaulted.

Fitch maintains an investment grade credit assessment on 59
Maiden Lane (4.4% of the pool), which is secured by a 1,037,002
square foot office building located in the financial district of
New York City. The DSCR after tenant improvements and leasing
commissions are taken out of the net cash flows is 2.75x, this
is unchanged from issuance.

Fitch lowered the internal credit assessment of the Equity Inns
Portfolio from investment grade to below investment grade in
response to its declining performance; the loan represents 2.9%
of the pool. The DSCR has declined to 1.86x as of YE 2001 from
2.11x at issuance. In addition, the revenue per available room
for the portfolio has declined to $51.88 as of year-to-date
Sept. 30, 2002 from $52.41 as of YE 2001 and $54.18 at issuance.
The portfolio consists of seven Hampton Inns located in seven
different states. The loan is current.

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

  
GENUITY INC: Will be Paying Up to $2 Million of Shipping Charges
----------------------------------------------------------------
Judge Beatty authorizes Genuity Inc., and its debtor-affiliates
to pay the Shipper Claims, Regulator Claims and Contractor
Claims in the ordinary course of the Debtors' business;
provided, however:

  -- the Debtors will not pay a Contractor Claim unless the
     Contractor has perfected or is capable of perfecting, one
     or more liens or interests to secure payment of the
     Contractor Claim; and

  -- the payment of any Contractor Claim will be made with a
     full reservation of rights regarding the extent, validity,
     perfection or possible avoidance of any liens or interests.

                         Shipper Claims

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, informed the Court that in the normal course
of the Debtors' provision of services and products to their
customers across the United States and abroad, the Debtors ship
and store hi-tech equipment designed to transfer and route
critical communications data as well as other equipment needed
to support the Debtors' network.  Shipping and storage typically
are handled by independent third party commercial common
carriers, including trucking companies, public warehousemen, and
independent operators of distribution centers.  The Debtors
believe that, unless paid, Shippers, Warehousemen and
Distributors may withhold delivery of, or access to, the
Debtors' goods, and that the value of these goods exceeds the
amounts of the claims of these parties.  In addition, under the
laws of many states, Shippers, Distributors and Warehousemen may
have possessory liens on goods in their possession.

In the ordinary course of business, Mr. Milmoe said that the
Debtors utilize G&T Co., a third party paying agent, to pay
certain of the Shippers.  G&T collects invoices from these
Shippers for services rendered to the Debtors, reconciles these
invoices against the Debtors' records and then periodically
bills the Debtors for amounts owed to the Shippers.  Once
payment from the Debtors is received, G&T cuts checks on the
Debtors' behalf to the individual Shippers.

Due to the absence of an alternate system that will facilitate
the transfer of payments from the Debtors to the Shippers, the
Debtors also seek the Court's authority to pay prepetition
charges due to G&T, as well as G&T's standard fees for
processing and paying the Shippers, including payment of any
prepetition amounts outstanding, in the ordinary course of
business.

Mr. Milmoe believed that the payment of these charges will
ensure steady supply of shipping services indispensable to the
normal operations of the Debtors' businesses.

                        Regulator Claims

In the ordinary course of their business, the Debtors pay to
various federal, state and municipal agencies regulatory and
business license assessments, as well as franchise and right-of-
way fees.

The Debtors pay various federal and state regulatory fees and
assessments required by Regulators in order to provide inter-
exchange, interstate services, including but not limited to
Universal Service Fees.  The Debtors are also required to pay
business license fees and assessments for the right to operate
in various jurisdictions throughout the United States.

In addition, the Debtors have entered into franchise and rights-
of-way agreements with various municipalities throughout the
United States.  Pursuant to the majority of these agreements,
the Debtors are required to pay for access to the public rights
of way.

To protect and preserve the value of the Debtors' businesses and
continue the Debtors' operations, the Debtors seek the Court's
authority to pay the Regulator Claims in the ordinary course of
business.  If Regulator Claims are not paid, various federal,
state and municipal Regulators likely will take adverse action
against the Debtors based upon purported regulatory and police
powers that may not be subject to the automatic stay.  In
addition, preserving ongoing good standing with such authorities
is vital to the Debtors' ability to continue to operate in the
future.

                        Contractor Claims

Mr. Milmoe reported that the Debtors employ numerous mechanics,
tradespersons and contractors to perform services that give rise
to a right to payment that is or could become secured by a
mechanic's, materialmen's or other similar lien.  The Debtors
call on many of these Contractors daily to provide specialized
services for administrative, repair and industrial functions
related to maintaining the Debtors' extensive communications
network, including ensuring that various locations comply with
applicable local regulatory requirements like fire codes.
Ongoing maintenance and provision of services by certain
Contractors is critical to maintaining the value of the Debtors'
assets. (Genuity Bankruptcy News, Issue No. 2 & 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HALLIBURTON: Court Hearing on Stay Continues Tomorrow
-----------------------------------------------------
Halliburton (NYSE: HAL) announced that a status conference
scheduled Friday in the Harbison-Walker bankruptcy regarding the
stay contained in the bankruptcy court's temporary restraining
order has been continued until tomorrow, December 18, 2002. The
bankruptcy court, upon request of the Official Committee of
Asbestos Creditors in the Harbison-Walker bankruptcy and
Halliburton, agreed to extend the stay until this week. The
court's temporary restraining order, which was originally
entered on February 14, 2002, stays more than 200,000 pending
asbestos claims against Halliburton's subsidiary DII Industries,
LLC.

The company said it is close to an agreement in principle with
plaintiffs' attorneys representing more than 300,000 claimants
that will resolve all of the asbestos-related personal injury
claims against the company, but needs more time to agree to
details of the terms.

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


HAYES LEMMERZ: Seeking Fourth Lease Decision Period Extension
-------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained a fourth extension of the deadline by which
they must decide whether to assume, assume and assign, or reject
their unexpired nonresidential real property leases.  The Court
gives the Debtors until April 30, 2003, to make those decisions.

Anthony W. Clark, Esq. at Skadden Arps Slate Meagher & Flom, in
Wilmington, Delaware, reports that the unexpired leases cover
Hayes Lemmerz's corporate and manufacturing facilities and are
valuable assets of the Debtors' estates.  The unexpired leases
are integral to the Debtors' continued operations as they seek
to reorganize.

Mr. Clark believes that most of these unexpired Leases will
prove to be either desirable or necessary to the continued
operation of the Debtors' go-forward business.

The Debtors may assume and assign the unexpired Leases to third
parties if they are not necessary to the Debtors' ongoing
business operations but have a "below market" rate.  The Debtors
have made progress in evaluating their real estate assets
throughout these cases and are currently assessing the value and
marketability of all of the Unexpired Leases and whether there
is sufficient value to merit assumption and assignment rather
than rejection.

Currently, however, the Debtors cannot confidently determine
which of locations covered by the unexpired leases will remain a
part of the Debtors' business until the Debtors go-forward
business plan is more fully implemented.

Mr. Clark contends that the full implementation of this business
plan is necessary before decisions be made because, ultimately,
the Debtors' decision whether to assume, assign, or reject
particular unexpired leases, as well as the timing depends in
large part on the Debtors' business plans for the future.
Indeed, without an additional extension of time within which to
make these decisions, the Debtors' business judgment may be
compromised as they would be forced to make premature decisions
on specific properties before related implementation of their
business plan.

Mr. Clark relates that the Debtors have developed and are
implementing their five-year business plan and currently expect
to present a plan of reorganization to the Court by
December 16, 2002, which will likely contain decisions with
respect to these unexpired leases.

Mr. Clark assures the Court that the objecting landlords will
not be prejudiced if the relief requested is granted.  
Throughout the course of these cases, the Debtors have remained
current on their administrative obligations, including leasehold
obligations. Going forward, there is no reason to believe that
the Debtors will not continue to remain current on their
leasehold obligations.  The Debtors have the financial resources
and the unfettered intention to perform all of their obligations
under the unexpired leases. (Hayes Lemmerz Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz's 11.875% bonds due 2006 (HLMM06USS1), DebtTraders
says, are trading at about 52 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HEALTH INSURANCE: S&P Keeps Watch on B+ Fin'l Strength Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit and financial strength ratings on Health Insurance Plan
of Greater New York on CreditWatch with positive implications.

"HIP's consolidated pretax income was $148 million through Sept.
30, 2002, and is expected to range from $165 million-$175
million by year-end 2002," explained Standard & Poor's credit
analyst Joseph Marinucci. "Pursuant to Standard & Poor's
quarterly surveillance, year-end 2002 profitability is now
expected to significantly exceed initial expectations and serves
to dramatically improve HIP's level of capitalization,"
Marinucci added. HIP's statutory surplus improved by more than
70% to $333 million as of Sept. 30, 2002, from $193 million at
year-end 2001.

Standard & Poor's will be conducting a more in depth review of
HIP's operational performance to determine the full extent and
sustainability of its improved financial condition and expects
to resolve the CreditWatch in the first quarter of 2003.


INSILCO HOLDING: Files for Chapter 11 Protection in Delaware
------------------------------------------------------------
Insilco Holding Co., (OTC Bulletin Board: INSL) having completed
its review of strategic alternatives for addressing its capital
structure issues, its primary operating subsidiary, Insilco
Technologies, Inc., has entered into definitive agreements to
sell substantially all of the assets of its three business
segments. To facilitate the sales, Insilco Holding Co., and
certain of its domestic subsidiaries, filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.

Insilco Technologies, Inc., and certain of its subsidiaries,
have agreed to sell the passive components business to Bel Fuse
Ltd., for approximately $35 million; a substantial majority of
the custom assembly business to Amphenol Corporation for
approximately $10 million; the North Myrtle Beach custom
assembly business to LL&R Partnership, a private investor group,
for $1.7 million; and the stamping business to SRDF Acquisition
Company LLC, a private investor group, for approximately $13
million. Insilco Technologies, Inc., has also signed a contract
to sell the Ireland-based custom assembly business to that
facility's general manager, thus resolving approximately $1.8
million of liabilities that would otherwise have been triggered
by a plant shutdown. Insilco anticipates that a competitive
bidding process in the bankruptcy proceedings will be conducted
for each business in an effort to obtain higher or otherwise
better offers prior to the close of these transactions.

None of Insilco's operations located outside of the United
States were included in the Chapter 11 filings, though the
shares of certain foreign subsidiaries and certain foreign
assets will be included in the sale transactions, and it is
anticipated that the completion of the sale of the assets of
Insilco's Canadian subsidiary will require insolvency
proceedings in Canada. The Chapter 11 filings allow the sale of
the assets of the domestic entities to be free and clear from
certain liabilities that the prospective purchasers do not wish
to assume.

Insilco emphasized that all of its operations, including its
domestic and international manufacturing facilities, are
conducting business as usual, including making new order
commitments. Until completion of the sales transactions, present
employees will continue to receive their regular weekly or semi-
monthly compensation from Insilco, and their health and other
benefits will continue.

To enable Insilco to conduct its businesses while the sales are
completed, the Agent for Insilco's senior secured lending group
has agreed to the terms and conditions on which it will allow
Insilco to use its existing cash reserves, which presently total
approximately $22 million, and its revenues from operations, in
accordance with an agreed budget, to meet all of its current
operating requirements. Insilco's request to use the funds
covered by its agreement with the Agent for its senior secured
lending group has been submitted to the Bankruptcy Court as part
of Insilco's first-day motions. Upon Bankruptcy Court approval
of Insilco's request, Insilco will be able to use these funds to
pay suppliers in full, under normal terms, for all goods and
services provided in the ordinary course of business after the
bankruptcy filings, until the asset sales are complete.

David A. Kauer, President and Chief Executive Officer of Insilco
Holding Co., said, "We are pleased that our business segments
will be acquired by financially stronger companies and capable
private investor and management groups, and that we have the
resources to continue operating our businesses as usual while
the sales of our businesses as going concerns are completed.

"Though our businesses have consistently met their customer
commitments and our cash position has remained steady and strong
for several months, our holding company's capital structure was
not designed for the kind of prolonged, cyclical slowdown that
we have been experiencing in our primary markets. After
reviewing our alternatives for addressing our capital structure
issues, we determined that selling our businesses to new owners,
whose capital structures will be better aligned with the current
revenues from these businesses, would be in the best interests
of our customers, suppliers, employees and lenders. A Chapter 11
filing is the most effective way for Insilco to complete the
sales of our business segments and help ensure that they have
the resources to continue operating as usual while the sales are
being finalized.

"We appreciate the continued support of our customers and
suppliers during this period. Our ability to use our $22 million
in cash and our revenues from operations to meet all current
operating requirements should give our customers confidence and
assure our suppliers that they will be paid in full, under
normal terms, for all deliveries and new orders made after our
Chapter 11 filing. We remain committed to maintaining the levels
of service and performance that our customers and suppliers have
come to expect from us, and we believe that the companies that
have agreed to buy our businesses share our high standards.

"Insilco has been able to attract buyers to provide continuity
to our businesses because our employees never stopped focusing
on our customers and on fulfilling their needs reliably and
efficiently. As a result, we believe our employees will have
better opportunities to work with financially stronger
organizations. I am proud of their continuing hard work and
dedication," Mr. Kauer concluded.

The consummation of the proposed asset sale transactions are
subject to, among other things, the completion of a competitive
bid process under Chapter 11 (including the opportunity for
competing bidders to submit higher or otherwise better offers),
Bankruptcy Court approval, and customary closing conditions.

Gleacher Partners LLC is financial advisor and Shearman &
Sterling is legal counsel to Insilco.

Separately, Insilco reported that James Ashton and George
Peinado, members of the board of directors of Insilco Holding
Co., have joined the board of Insilco Technologies, Inc., and
that Thompson Dean has resigned as a member of the boards of
directors of Insilco Holding Co., and Insilco Technologies, Inc.

Insilco Holding Co., through its wholly-owned subsidiary Insilco
Technologies, Inc., is a leading global manufacturer and
developer of a broad range of magnetic interface products, cable
assemblies, wire harnesses, high- speed data transmission
connectors, power transformers and planar magnetic products, and
highly engineered, precision stamped metal components.

Insilco maintains more than 1.5 million square feet of
manufacturing space and has 21 locations throughout the United
States, Canada, Mexico, China, Ireland and the Dominican
Republic serving the telecommunications, networking, computer,
electronics, automotive and medical markets. For more
information visit these sites: http://www.insilco.comor  
http://www.insilcotechnologies.com  


INSILCO TECH: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Insilco Technologies, Inc.
             425 Metroplace N.
             Suite 555
             Dublin, Ohio 43017

Bankruptcy Case No.: 02-13672

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Insilco Holding Co.                        02-13671
     InNet Technologies, Inc.                   02-13673
     Insilco International Holdings Inc.        02-13674
     Precision Cable Manufacturing Corporation  02-13675
     Eyelets For Industry, Inc.                 02-13676
     EFI Metal Forming, Inc.                    02-13677
     Stewart Stamping Corporation               02-13678
     Stewart Connector Systems, Inc.            02-13679
     Signal Caribe, Inc.                        02-13680
     Signal Transformer Co., Inc.               02-13681

Type of Business: The Debtors and their non-debtor affiliates
                  are a leading global manufacturer and
                  developer of highly specialized electronic
                  interconnection components and systems,
                  serving the telecommunications, computer
                  networking, electronics, automotive and
                  medical markets.

Chapter 11 Petition Date: December 16, 2002

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Sharon M. Zieg, Esq.
                  Maureen D. Luke, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax : 302-571-1253

                        -and-

                  Constance A. Fratianni, Esq.
                  Scott C. Shelley, Esq.
                  Shearman & Sterling
                  599 Lexington Avenue
                  New York, New York 10022-6069
                  Telephone: 212-848-4000
                  Fax: 212-848-7179

Total Assets: $144,263,000

Total Debts: $611,329,000

Debtor's 25 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wachovia Bank               12% Bonds             $138,424,162
Corporate Trust Group
Robert L. Vice
401 S. Tyron Street,
12th Floor
Charlotte, NC 28288
Tel: 704-715-3021
Fax: 704-374-6682

US Bank, NA                14% Bonds               $12,550,000
Corp. Trust Dept.
1420 Fifth Avenue
7th Floor
Seattle, WA 98101
Tel: 206-344-4680
Fax: 206-344-4632

Tyco Electronics           Trade                      $541,477
PO Box 3608
Harrisburg, PA 17105-3608
Tel: 717-564-0100
Fax: 717-986-5073

2800 Fulling Mill Road
Middleton, PA 17057
Tel: 717-986-7459
Fax: 717-986-7299

International Wire Group   Trade                      $292,197
Jim Johnson
12 Masonic Avenue
Canden, NY 13316
Tel: 315-245-2000
Fax: 315-245-4014

TW Metals                  Trade                      $127,996

Molex Incorporated         Trade                      $120,705

Klein Plating              Trade                      $110,297

National Material of       Trade                       $97,149
Mexico

Lucent Technologies        Trade                       $96,826

DSM Engineering            Trade                       $95,016

Guardian Metal             Trade                       $93,689

Forgo Fasteners, Inc.      Trade                       $83,668

Tempel de Mexico           Trade                       $80,396

Rafferty Brown Steel Co.   Trade                       $78,121

Johnny C. Allen            Trade                       $73,451

Wieland Metals, Inc.       Trade                       $63,544

Sun Belt                   Trade                       $58,468  

Arrow Electronics          Trade                       $57,945

Precious Plate             Trade                       $55,987

Penn United Technology     Trade                       $53,997

ASEP, Inc.                 Trade                       $53,112

Calstrip Industries, Inc.  Trade                       $51,601

Force Electronics          Trade                       $48,974

Federal Mogul Corp.        Trade                       $48,586

Raychem/Tyco Elec.         Trade                       $48,250

    
IT GROUP: Court Approves Stipulation Resolving Dispute with Shaw
----------------------------------------------------------------
Judge Walrath approves a Stipulation between The IT Group, Inc.,
its debtor-affiliates and Shaw Group Inc., to settle the dispute
and avoid further judicial proceeding.  Pursuant to the
Stipulation:

  (a) Shaw will deliver to the Debtors' counsel a release on
      behalf of their former employees who were terminated
      before May 3, 2002 -- the closing of the Shaw transaction.
      The former employees possess claims against the Debtors
      for accrued "paid time off benefits";

  (b) Within 5 business days of Shaw's delivery of the release,
      the Debtors will pay to the former employees the amount of
      their claim using the PTO Fund, in complete satisfaction
      of the Debtors' and Shaw's obligations.  The parties agree
      that the release will not be effective until the Debtors
      pay the former employees;

  (c) If a former employee does not execute a release, no
      payment will be given to him.  That claimant may still
      assert a claim, subject to whatever objections any party
      may assert, in the ordinary claims approval process.  To
      the extent the claim is approved in connection with any
      claims approval process, the Debtors will then pay that
      former employee's claim from the PTO Fund;

  (d) Once all claims are finally resolved as to validity and
      amount, whether by payment or by resolution through the
      ordinary claims approval process, the Debtors will
      reconcile any balance form the PTO Fund.  The Debtors will
      return any PTO Fund balance to Shaw within 30 days after
      all claims are resolved finally, including appeals.  To
      the extent the amount of the claims and other employee
      payments exceed the amount of the PTO Fund, Shaw will pay
      to the Debtors the excess amount within 30 days after
      reconciliation.  Shaw's obligations for employee payments,
      including the claims, will not exceed $29,500,000; and

  (e) Shaw agrees to indemnify and hold harmless the Debtors
      from any and all claims that may be asserted against the
      them by any person at any time. (IT Group Bankruptcy News,
      Issue No. 21; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)  


IVG CORPORATION: Knight Securities Discloses 11% Equity Stake
-------------------------------------------------------------
Knight Securities, LP, beneficially owns 799,363 shares of the
common stock of IVG Corporation, now known as Group Management
Group, representing 11.0% of the outstanding common stock of the
Company.  Knight Securities holds sole voting and dispositive
powers over the shares.

IVG Corp., is a human resources and technology holding company
that acquires promising revenue-generating companies and assists
them by providing financial guidance, business model creation
and implementation, access to equity resources and technology.
To date, Its portfolio companies consist of SES-Corp., Inc., a
Professional Employer Organization that provides employee
payroll, human resource and benefit services; Swan Magnetics,
Inc., a developer of a proprietary ultra-high-capacity flexible
disk drive technology and the owner of 46% of the common stock
of iTVr, Inc., which is developing next generation digital video
recording technology; and CyberCoupons.com, Inc., a source for
consumers to obtain coupons for grocery, household and beauty
products via the Internet. The Company also has a division,
GeeWhizUSA.com, which is building a vertically integrated supply
chain of patented or proprietary novelty, gift and branded
products.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of close to $6 million, and a total
shareholders' equity deficit of about $5 million.


KAISER ALUMINUM: Wants to Grant QAL Claims Administrative Status
----------------------------------------------------------------
On July 31, 1964, Kaiser Aluminum & Chemical Corporation and its
wholly owned subsidiary, Kaiser Alumina Australia Corporation,
and several non-affiliated foreign corporations entered into a
participants agreement for the sole purpose of constructing an
alumina refinery at Gladstone in Queensland, Australia.  The
Gladstone Plant refines bauxite into alumina on a toll basis for
the participants.  To own and operate the Gladstone Plant, the
parties formed Queensland Alumina Limited.

Kaiser Australia owned a 28.3% interest in QAL.  However, in
September 2001, Kaiser Australia sold 8.3% of its interest to
Comalco Aluminium Limited for $189,000,000.  The purchase price
consisted of a $159,000,000 cash payment plus Comalco's
assumption of $30,000,000 of off-balance sheet QAL indebtedness.
Kaiser Australia now owns a 20% interest in QAL.

To fund its operations, QAL collects its tolling charges and
other cash requirements through periodic cash calls on the QAL
Participants.  According to Paul N. Heath, Esq., at Richards,
Layton & Finger, Kaiser Australia receives cash calls from QAL
five or six times a month in amounts that typically range from
$6,000,000 to $8,000,000 per month.  Through product sales and
delivery, the Kaiser Companies realize $120,000,000 a year from
their share of the alumina QAL produced.  Kaiser Australia's
share of alumina production is then sold to Kaiser Aluminum for
its own smelter facilities.  Kaiser Aluminum may also resell the
alumina to Kaiser Aluminium International, Inc. for their other
facilities or to Kaiser International's customers in the
Northwest United States, Asia and Australia.

In the past, Mr. Heath relates that QAL's capital expenditure
requirements have been largely financed by QAL debentures issued
to international financial institutions.  Most recently,
pursuant to a financing agreement dated March 30, 2001, the QAL
Participants agreed that, to refinance the existing Series V and
Series W debentures scheduled to mature in 2002 and 2003 and to
cover a portion of QAL's projected capital expenditures in 2002
and 2003, QAL would raise up to $300,000,0000 in additional debt
financing through the issuance of debentures on terms similar to
those of prior issuances.  The Financing Agreement also provides
that Kaiser Australia will reimburse certain of the non-debtor
QAL Participants the difference between:

  (a) the prevailing interest rates, using various rating
      sources, for comparable loans that each non-debtor QAL
      Participant's parent could have obtained before QAL enters
      into the additional financing; and

  (b) the actual interest rate to be paid by QAL -- and
      ultimately passed on to its participants -- for the
      issuance of additional debentures.

QAL ultimately raised $155,000,000 -- $70,000,000 of which
remains undrawn -- of the $300,000,000 as agreed under the
Financing Agreement through the issuance of a new series of
debentures referred to as Series X.  Currently, there are two
series of outstanding debentures: Series W amounting to
$160,000,000; and Series X amounting to $85,000,000, for a total
of $245,000,000.

To preserve the value of their interests in QAL, as well as
interests in other foreign joint ventures, Mr. Heath recounts
that the Debtors filed a motion to continue ordinary course
transactions with, and pay prepetition claims of, their non-
debtor foreign joint venture affiliates, including QAL.  The
Debtors also initiated discussions with the non-debtor QAL
Participants regarding:

  (1) further borrowing by QAL under the existing Series X loan
      commitments, under which $70,000,000 -- $14,000,000 of
      which would be Kaiser Australia's share -- remains
      undrawn; and

  (2) the issuance of another $145,000,000 in debentures by QAL
      pursuant to a Series Z Financing, which bears terms
      similar to those under the Series X Financing.

Unfortunately, the non-debtor QAL Participants were unwilling to
proceed with the financings because of the uncertainty as to:

  (i) whether Kaiser Australia and Kaiser Aluminum would be
      legally obligated to satisfy payment obligations under
      the Participants Agreement, the Financing Agreements and
      certain tolling contracts and supply agreement as they
      come due;

(ii) whether the non-debtor QAL Participants would have an
      adequate remedy if the Debtors default on a payment
      obligation owing under the QAL Agreements; and

(iii) the status of the QAL Agreements and the Debtors'
      ability to perform thereunder in view of their Chapter
      11 filings.

Pursuant to a Final Joint Venture Order, the Debtors obtained
permission from the Court to pay their obligations related to
any further borrowing by QAL under the Series X Financing or the
proposed Series Z Financing.  The Debtors were also allowed to
enter into joint venture transactions related to QAL.

But despite the Final Joint Venture Order, Mr. Heath tells the
Court that the non-debtor QAL Participants remain unwilling to
support QAL's drawing down the Series X Financing and entering
into the Series Z Financing without greater assurances that:

    (i) they would have an adequate remedy if the Debtors
        defaulted on any of their payment obligations under the
        QAL Agreements, including, in particular, their payment
        obligations in respect of the additional Series X and
        proposed Series Z financing; and

   (ii) the Debtors are and will remain obligated under the QAL
        Agreements.

Accordingly, the Debtors ask the Court to grant the non-debtor
QAL Participants superpriority administrative expense status for
any claims that they might have against Kaiser Australia and
Kaiser Aluminum as a result of:

    -- a breach by Kaiser Australia or KACC of any payment
       obligation under any of the QAL Agreements, provided that
       the extent of the superpriority administrative expense
       status will be limited to the amount of the payment
       obligation both Debtors have failed to pay; or

    -- without duplication, a decision by QAL or any of the non-
       debtor QAL Participants to pay all or a portion of any
       tolling charges or other payment that Kaiser Australia or
       KACC fails to make under the QAL Agreements, but limited
       to the amount of the payment made by QAL or any of the
       non-debtor QAL Participants on Kaiser Australia's or
       KACC's behalf, in each case without prejudice to:

       (a) any rights or remedies that QAL or the non-debtor QAL
           Participants may have under the QAL Agreements; and

       (b) any rights or defenses that Kaiser Australia or KACC
           may have under the QAL Agreements.

Mr. Heath explains that the only way the Debtors will obtain
further financing is to grant QAL and the non-debtor QAL
Participants superpriority administrative expense status to
their claims.  On these conditions, the Debtors and the non-
debtor QAL Participants have agreed that the remaining
$70,000,000 of the Series X Financing and $75,000,000 of the
Series Z Financing will be drawn down by December 31, 2002.

"Securing the additional financing for the Debtors' share of
QAL's scheduled debt maturities and future QAL capital
expenditures will assist the Debtors in preserving the value of
QAL for [the Debtors'] estates," Mr. Heath says.  Mr. Heath also
asserts that the Series X Financing and Series Z Financing are
more cost effective methods for Kaiser Australia to finance its
share of QAL's debt maturities and capital expenditures.  Mr.
Heath notes that paying Kaiser Australia's share in cash could
necessitate borrowing under the Debtors' postpetition financing
facility, which has a higher interest rate under both the Series
X Financing and Series Z Financing.  Any borrowings under the
DIP Facility would also reduce the Debtors' overall liquidity.

The superpriority administrative claims will be junior to the
superpriority administrative expense claims granted:

    * to the postpetition lenders under the Final DIP Order; and

    * under the Final Cash Management System with respect to the
      postpetition intercompany claims.

                  Debtors Will Assume QAL Contracts

Concurrent with the granting of superpriority administrative
expense status to QAL and the non-debtor QAL Participants, the
Debtors also seek the Court's authority to assume -- with the
ability to later assign -- the agreements associated with QAL.

Mr. Heath informs Judge Fitzgerald that this is another
condition set by QAL and the non-debtor QAL Participants as part
of their consent to a further borrowing under the Series X
Financing and the proposed Series Z Financing.  Mr. Heath
maintains that there are no default under the QAL Agreements and
accordingly, no cure payments are required.

The Debtors further ask the Court to allow QAL and the QAL
Participants to exercise their remedies and enforce their rights
under the QAL Agreements in the event of default by Kaiser
Australia and Kaiser Aluminum without first seeking relief from
the Court, including relief from the automatic stay.

The Debtors propose to assume these agreements:

1. The QAL Participants Agreement

   The Participants Agreement was purposely created for the
   construction of an alumina refinery at Gladstone in
   Queensland, Australia.

2. Tolling Contracts

   The Participants Agreement requires each QAL Participant to
   enter into the Tolling Contracts.  Pursuant to the Tolling
   Contracts, Kaiser Australia is required to:

   (a) take 20% of the Gladstone Plant's output and pay tolling
       charges equal to 20% of QAL's overall costs including
       interest and depreciation; and

   (b) pay standby charges.

   The tolling charges and bauxite freight charges are collected
   by QAL only to the extent of its cash requirements.  The
   Participants Agreement and the Tolling Contracts also provide
   that Kaiser Australia is unconditionally obligated to advance
   funds as necessary to fund QAL's bauxite freight charges,
   working capital, capital spending and debt service
   requirements.  Kaiser Aluminum guarantees Kaiser Australia's
   performance of these and all other obligations under the
   Participants Agreement and the Tolling Contracts.

3. Bauxite Supply Agreement

   Under the Participants Agreement, each QAL Participant --
   except Comalco -- is required to purchase its supply of
   bauxite to be tolled into alumina at the Gladstone Plant from
   Comalco's reserves in Northern Queensland, Australia.  To
   fulfill this requirement, the Debtors from time to time
   entered into bauxite supply contracts with Comalco, including
   the most recent one, dated November 17, 1993.

4. Trihydrate Bauxite Agreement

   The Debtors and Comalco entered into the Trihydrate Bauxite
   Supply Agreement, dated May 17, 1990.  Here, Comalco supplies
   Kaiser Australia all of its trihydrate bauxite for use at the
   Gladstone Plant.

5. The Financing Agreements

           Parties Agree to Series Z Financing Addendum

The Debtors further seek the Court's authority to enter into an
interest reimbursement agreement with Pechiney Resources Pty.
Limited and Pechiney in connection with the Series Z Financing.
Pursuant to the reimbursement agreement, Kaiser Australia will
reimburse Pechiney's interest expense under the Series Z
Financing if the weighted average interest rate of funds
borrowed
under the Series Z Financing exceeds 80 basis points over LIBOR.

Mr. Heath explains that this addendum to the Series Z Financing
is similar to other interest reimbursement agreements that the
Debtors have entered into in the past.

                         DIP Lenders Object

Bank of America, on behalf of itself and certain lenders, tells
the Court that the proposition to grant superpriority
administrative expense status to QAL claims would create an
event of default under the DIP Credit Agreement.

Steven M. Yoder, Esq., at The Bayard Firm, in Wilmington,
Delaware, points out that, pursuant to the Credit Agreement, an
Event of Default occurs when "an order will be entered by the
Bankruptcy Court... granting relief from automatic stay to any
creditor of any Debtor (other than the Agent and the Lenders)
with respect to any claim with a value equal to or in excess of
$5,000,000 . . ."

"The Debtors acknowledge in the Motion that, in addition to
other financial payments, concessions and accommodations, they
are obligated to pay $6,000,000 to $8,000,000 to QAL at least
five to six months per month," Mr. Yoder notes.

Mr. Yoder also reminds the Court that the Debtors have promised
under the Credit Agreement that they will "acquire and maintain
[their assets] in a manner that will allow . . . [their assets]
to be subject to [Bank of America's liens] . . ."  Mr. Yoder
argues that the Debtors' proposition violates this covenant by
diminishing the effectiveness of Bank of America's liens because
it potentially subjects the Debtors' assets to the unchecked
claims of QAL and the QAL Participants.

Mr. Yoder further complains that the Motion reestablishes the
proverbial "race to the courthouse" by granting QAL and the QAL
Participants relief from the automatic stay to exercise their
rights against the Debtors without consideration of the Final
DIP Order requirement that the lenders first be indefeasibly
paid in full.

"The most troubling aspect about the race, however, is that,
without receiving notice, the favored participants [the lenders]
will be unable to hear the starting gun," Mr. Yoder says.

                   Creditors' Committee Responds

The Official Committee of Unsecured Creditors tells Judge
Fitzgerald that it does not object to the Debtors' request.
However, the Committee does have several concerns related to the
motion.

Rafael X. Zahralddin-Aravena, Esq., at Ashby & Geddes, in
Wilmington, Delaware, relates that the Creditors' Committee has
asked the Debtors to include in their proposed Order that the
U.S. Trustee or any administrative claimant retains the right to
object to the superpriority treatment of any particular QAL
claims.  Mr. Zahralddin-Aravena explains that the Committee has
asked for this provision since the superpriority administrative
claim against Kaiser Australia and Kaiser Aluminum & Chemical
Corporation are supposed to be junior to the superpriority
administrative expense claims granted to the postpetition
lenders under the DIP Facility and to the postpetition
intercompany claims.  It, therefore, makes sense to provide
other administrative claimants with the opportunity to object to
the superpriority treatment of any particular claims of the QAL
participants.

"The Debtors have stated that they will relay our concern to the
QAL Participants.  However, the Debtors have not yet notified
the [Creditors' Committee] whether [the Debtors] and the QAL
Participants will agree to revise the Order to address this
concern," Mr. Zahralddin-Aravena says. (Kaiser Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KMART CORP: Court Allows Sale of RK-227 Beechjet to Dominion
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained Court's
approval to sell another corporate jet, a Model Year 1999
Beechjet 400A, identified by serial number RK-227 and
registration number N632KM, to Dominion Aircraft, Inc., subject
to higher and better offers.

To recall, the RK-227 Beechjet was also used by Kmart's
divisional presidents to visit stores in their regions.  Because
of their restructuring and the reduction of their stores, the
Debtors no longer needed to maintain the aircraft.

Aerodynamics Inc., a broker specializing in aircraft sale,
assisted the Debtors in marketing and selling the RK-227
Beechjet.  Pursuant to the parties' Exclusive Aircraft Brokerage
Agreement approved by the Court, the Debtors will compensate
Aerodynamics 1-1/2% of the aircraft's purchase price.

The salient terms of the Purchase Agreement between the Debtors
and Dominion are:

Purchase Price:  $3,500,000

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)

Kmart Corp.'s 8.190% bonds due 2003 (KM03USR4), DebtTraders
reports, are trading at about 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR4for  
real-time bond pricing.

  
LERNOUT & HAUSPIE: L&H NV Sues Cevennes SA to Recoup Conveyances
----------------------------------------------------------------
Brussels Translation Group N.V. was established on March 13,
1997.  On that same day, BTG signed a $3,500,000 licensing
agreement with L&H. The Licensing Agreement was amended in May
1997 to increase the amount of the license fee payable by BTG to
L&H to $5,000,000.  At the same time, BTG contracted to pay L&H
$30,000,000 for research and development services.

In June 1999, L&H acquired BTG from Cevennes, S.A., of
Luxembourg for $42,000,000, plus the assumption of $17,000,000
in debt owed to L&H related to development costs.  As of the
Acquisition Date, BTG was worth substantially less than the
consideration paid by L&H, which included both cash transfer and
debt forgiveness.  As a result, L&H's estate and creditors
suffered yet another "substantial loss".

Accordingly, L&H asks Judge Wizmur to undo the transaction and
award the estate judgment for the amount paid, plus interest.
(L&H/Dictaphone Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LEVEL 3 COMMS: Unit Sells 4.7MM Shares of Commonwealth Telephone
----------------------------------------------------------------
Level 3 Communications, Inc., (Nasdaq: LVLT) announced that
Eldorado Equity Holdings, Inc., an indirect, wholly-owned
subsidiary of Level 3 Communications, Inc., has sold 4.74
million shares of Common Stock of Commonwealth Telephone
Enterprises (Nasdaq: CTCO).  Gross proceeds for this sale are
approximately $166 million, and net proceeds are approximately
$159 million.  Net proceeds are expected to be received on
December 18, 2002.

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company offers a wide range
of communications services over its 20,000 mile broadband fiber
optic network including Internet Protocol services, broadband
transport, colocation services, and patented Softswitch-based
managed modem and voice services.  Its Web address is
http://www.Level3.com

The company offers information services through its wholly-owned
subsidiaries, (i)Structure and Software Spectrum.  (i)Structure
provides managed IT infrastructure services and enables
businesses to outsource costly IT operations.  Its Web address
is http://www.i-structure.com  Software Spectrum is a global  
business-to-business software services provider specializing in
enterprise software management, licensing and support.  Its web
address is http://www.softwarespectrum.com

Level 3 Communications' September 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $254 million, as
compared to a deficit of about $65 million, recorded at
December 31, 2001.


LTV CORP: Noteholders Want Nod to Hire CIBC as Fin'l Advisors
-------------------------------------------------------------
After approval of LTV Steel's Asset Protection Plan, the United
States Trustee met with the official committees in these cases
to discuss the ongoing costs of the Committees, and whether one
or two Committees should exist going forward.  The U.S. Trustee
opposed the continued retention of financial advisors on a
monthly flat fee basis, but indicated hourly billing would be
okay.

By this application, the Official Committee of Noteholders of
LTV Steel ask Judge Bodoh to approve its employment of CIBC
World Markets Corporation as its financial advisors.

                        Reasons for Hiring CIBC

In August 2002, it became apparent that the Debtors would either
sell the Copperweld Companies or formulate a stand-alone plan of
reorganization for Copperweld.  In fact, a three-year business
plan for the Copperweld Companies is expected to be delivered in
the next week or so.  As a result, the Noteholders' Committee
needs the assistance of a financial advisor to evaluate the
Copperweld Companies' business plan, conduct valuation analysis
of the potential reorganized entities, and evaluate any
potential sale of the Copperweld Companies' assets.

CIBC's retention, the Noteholders say, is essential for
effective representation of all the Debtors' unsecured
creditors, other than unsecured creditors of LTV Steel.  Other
than the Pension Benefit Guaranty Corporation and the United
Steelworkers of America, all members of the Creditors' Committee
are unsecured creditors of LTV Steel only.  In contrast, the
Noteholders possess claims against each Debtor.  Thus, the
interests of the Debtors' unsecured creditors other than LTV
Steel are, in essence, represented by the Noteholders'
Committee.  Since significant inter-company disputes between LTV
Steel and the other Debtor entities are already developing, the
Noteholders' Committee must assume the role of asserting the
rights of both the Noteholders and the unsecured creditors of
non-LTV Steel Debtors. Unless Judge Bodoh approves CIBC's
retention, the Noteholders' Committee cannot effectively
represent the Noteholders and the non-LTV Steel unsecured
creditors in the course of negotiating the Copperweld Companies'
plan of reorganization and complex inter-company claims
negotiations.

The Noteholders' Committee has negotiated a "project fee"
structure with CIBC.

CIBC will assist the Noteholders' Committee in analyzing,
negotiating and effecting a plan of reorganization for the
Copperweld Companies, or assist the Committee in connection with
the sale of all or substantially all of the Copperweld
Companies' assets, including, to the extent necessary,
performing valuation analyses on the Copperweld Companies and
their assets and performing analyses of inter-company claims
relating to the Debtors.  Joseph F. McDonough, Esq., and James
McLean, Esq., at Manion McDonough & Lucas PC, in Pittsburgh,
Pennsylvania, point out that these are the very issues that will
determine the recovery, if any, of the Noteholders.

For these services, CIBC will charge a $450,000 cash fee,
payable by the Copperweld Companies.  CIBC will be entitled to
an $225,000 fee, payable by Copperweld Companies, in the event
that CIBC is requested by the Noteholders' Committee to
participate in depositions, hearings, or any other proceeding
before Judge Bodoh in connection with services rendered to the
Committee.

Since CIBC will receive a flat, project-based fee for its
services, the Noteholders' Committee asks Judge Bodoh to waive
the requirement for submission of monthly fee and expense
statements by CIBC.  However, CIBC will file interim and final
fee applications. (LTV Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MARK NUTRITIONALS: Wants Lease Decision Time Extended to Jan. 15
----------------------------------------------------------------
Mark Nutritionals, Inc., wants the Court to extend the time
period in which the Company is required to decide to assume,
assume and assign, or reject unexpired leases and executory
contracts.  Mark asks for an extension through January 15, 2003,
to make these decisions.

The Debtor tells the U.S. Bankruptcy Court for the Western
District of Texas that it has already hired a financial
consultant, but has not reached any conclusions regarding the
best possible course of action.

The Debtor points out that the precarious financial condition of
the Debtor, and the fact that the creditors lack the information
to make an informed decision on whether to support or oppose the
assumption of executory contracts and unexpired leases, make it
is necessary to extend the time for assumption or rejection of
contracts and unexpired leases.

Mark Nutritionals, Inc., filed for chapter 11 protection on
September 17, 2002.  William H. Oliver, Esq., at Pipkin, Oliver
& Bradley, LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors it listed estimated debts of over $10 million.


MCCLAIN INDUSTRIES: Will Delist Shares from Nasdaq SmallCap
-----------------------------------------------------------
McClain Industries, Inc., (Nasdaq: MCCL) filed with the
Securities and Exchange Commission a Certification and Notice of
Termination of Registration under Section 12(g) of the
Securities Exchange Act of 1934 on Form 15 pursuant to the
Securities Exchange Act of 1934, as amended. The filing of a
certification on Form 15 immediately suspends the Company's
obligation to file periodic reports pursuant to the Exchange
Act. The Company's termination of registration under the
Exchange Act of its common stock will become effective 90 days
after filing the certification of Form 15. As a result of the
Company's termination of registration, the Company will delist
its shares from the Nasdaq SmallCap market. The Company also
announced that Ronald Briggs, Raymond Elliott and Walter
Kirchberger each resigned as a director of the Company.

McClain Industries, Inc., is one of the nation's leading
manufacturers of solid waste handling and transportation
equipment for the waste disposal industry.

McClain Industries' June 30, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $9
million.


MJ DESIGNS: Files for Chapter 11 Reorganization in Texas
--------------------------------------------------------
MJ Designs has filed a Chapter 11 Bankruptcy petition with the
United States Bankruptcy Court in the Northern District of
Texas, Fort Worth Division.

David H. Eisenberg, Chief Executive Officer, stated, "We are
very disappointed that this step became necessary. Soft sales,
combined with the lack of available additional equity, left the
company with no choice but to file Chapter 11. We will continue
to operate during the bankruptcy process, and all stores will be
open throughout the holiday season."

MJ Designs is a specialty retailer of arts and crafts and home
decor products. The company has twelve locations in the
Dallas/Fort Worth metroplex.


NATIONSRENT: Amends and Extends GECC DIP Replacement Agreement
--------------------------------------------------------------
On October 25, 2002, NationsRent Inc., and its debtor-affiliates
filed a motion seeking approval of a DIP Replacement Letter
Agreement with GE Capital Corporation since their current
$50,000,000 DIP Credit Agreement will expire on December 31,
2002.  The Debtors have determined that they need either to
amend and restate the current facility or enter into a new
credit facility.  GE Capital's put a proposal on the table for
new debtor-in-possession financing beginning the next year.

Michael J. Merchant, Esq., at Richards, Layton & Finger, relates
that the Debtors have conditioned their entry into the
Replacement DIP Facility on the approval of their prepetition
lenders.  The Debtors believe that under the Fifth Amended and
Restated Revolving Credit and Term Loan Agreement dated
August 2, 2000, their authority to pursue the Replacement DIP
Facility was subject to the approval of the majority lenders
under the prepetition facility.  Mr. Merchant explains that, by
entering into the Replacement DIP Facility, the Debtors would
have to ask the prepetition lenders to subordinate the liens
securing their obligations under the prepetition credit
agreement to the liens securing their obligations under the
Replacement facility.

In view of the many responses and objections to the motion by
several interested parties and the possibility that the lenders
will not approve the Replacement DIP Facility, Mr. Merchant says
the Debtors and GE Capital also collaborated an Amended
Agreement for a possible month extension of the Original DIP
Facility.

After hearing the merits of the motion, the Court directed the
lenders to notify the Debtors of their approval by November 22,
2002.  Consequently, the Debtors have been informed that the
prepetition lenders will not concede to the subordination of
their liens.

In view of the lenders' negative response, the Debtors decide to
pursue the Amended Agreement.  To this end, the Debtors seek to
enter into a commitment letter with GE Capital for the extension
of the current DIP Agreement.  The Debtors also propose to pay
GE Capital $500,000 as commitment fee and another closing fee in
connection with the implementation of the Amended Agreement.
Since the Debtors already paid a $500,000 as good faith deposit
fee with respect to the Replacement DIP Facility, Mr. Merchant
reports that GE Capital has proceeded with due diligence efforts
for the pursuit and negotiation of the Amended Agreement.

Pursuant to the Amended Agreement, the Debtors and GE Capital
will amended and restate the present DIP loan documents to,
among other things, provide for a six-month extension of the
Credit Agreement with up to $75,000,000 in new financing
inclusive of loans and letter of credit reimbursement
outstanding under the current DIP Agreement.

Mr. Merchant contends that Debtors' entry into the Amended
Agreement is necessary to ensure that the Debtors have:

  -- have continued access to debtor-in-financing and,
     accordingly, have sufficient liquidity to continue their
     business operations; and

  -- accomplish their long-term operational restructuring goals
     and effectuate their reorganization.

"Absent this key source of liquidity, the Debtors could suffer
the loss of customer patronage and vendor support, which would,
in turn, impair their ability to maximize the value of their
estates and reorganize successfully," Mr. Merchant tells Judge
Walsh.

The salient terms of the Amended Agreement include:

Maximum
Commitment:      $75,000,000

Letter of
Credit
Sub-Limit:       Not less than $30,000,000 in the aggregate

Term:           The Amended Agreement will terminate on the
                earlier of:

                  (i) the date of the sale of all of the
                      Debtors' assets;

                 (ii) the effective date of a plan or plans of
                      reorganization in the Debtors' cases; and

                (iii) June 30, 2003.

                 All amounts outstanding will be due and payable
                 in full at the end of the term of the Amended
                 Agreement.

Availability:    The maximum permitted outstanding under the
                 present Credit Agreement is amended to be the
                 lesser of:

                 * 35% on the Borrowers' net Orderly Liquidation
                   Value of the equipment rental fleet plus 75%
                   of the eligible accounts receivable; and

                 * 3.0 times trailing 12 months adjusted EBITDA.

Interest:        All amounts outstanding under the Amended
                 Agreement will bear interest at GE Capital's
                 Index Rate in effect from time to time plus
                 2.0% per annum.  In addition, the default
                 interest rate is 2.0% above the rate otherwise
                 applicable.

Fees:            The Borrowers pay a variety of fees:

                 (A) Good Faith Deposit Fee

                     $500,000 which the Debtors already paid;

                 (B) Commitment Fee

                     $500,000 due and payable to GE Capital on
                     the issuance and acceptance of a commitment
                     letter;

                 (C) Expense Reimbursement

                     The Debtors will reimburse GE Capital for
                     its ongoing out-of-pocket fees and expenses
                     incurred in connection with the execution,
                     delivery, performance and enforcement of
                     the letter agreements and the Amended
                     Agreement;

                 (D) Closing Fee

                    $1,125,000 payable at closing minus a credit
                    for the Good Faith Deposit, less expenses
                    and the Commitment Fee.

                 (E) Unused Commitment Fee

                    0.5% per annum on the average unused daily
                    balance of the Amended Agreement;

                  (F) Letter of Credit Fee

                    3.25% per annum of average daily face amount
                    of any Letter of Credit outstanding during
                    each calendar month; and

                  (G) Agent Fee

                    $20,000 in advance on the closing date and
                    on the first day of each calendar month
                    thereafter per calendar month.

Covenants:       Certain financial covenants included in the
                 current Credit Agreement with respect to
                 permitted indebtedness, permitted capital
                 expenditures, required EBITDA levels and
                 permitted liens will be reset in accordance
                 with the Debtors' projections and business
                 plan, and certain new financial covenants will
                 be developed.

Collateral:      Lenders will have fully perfected priority
                 priming security interest in all existing and
                 after-acquired assets of the Borrowers.
                 However:

                 -- the first priority priming security interest
                    is subject to the approval of the Bankruptcy
                    Court and the consent of the Borrowers'
                    prepetition secured lenders and other
                    creditor constituencies;

                 -- all Collateral will be free and clear of
                    other liens, claims and encumbrances; and

                 -- each Collateral will include a pledge of all
                    the issued and outstanding capital stock of
                    the Debtors' subsidiaries.

                 Lessors' Objection & Responses

1. KeyCorp Leasing, a division of Key Corporate Capital, Inc.

   KeyCorp complains that, when viewed together the Motion and
   Commitment Letter are ambiguous as to whether GE Capital
   requires a priming lien on all assets of the Debtors,
   including the equipment KeyCorp leased.  KeyCorp wants
   clarification or carveout from any language or provision that
   could arguably be viewed as priming its interest in the
   equipment and leases.

   KeyCorp points out that the Motion has provided that the
   terms of the Final DIP Order providing collateral security
   and superpriority claims with respect to the Credit Agreement
   will continue to apply with respect to the Amended Agreement.  
   The liens securing the Debtors' Obligations under the Amended
   Agreement will be first priority liens.  However, the
   Commitment Letter and the accompanying Term Sheet provides
   that GE Capital will require under any proposed DIP facility
   fully perfected first priority priming security interests in
   all existing and after acquired real and personal, tangible
   and intangible assets of the Debtors -- including a first
   priority priming lien on all assets they currently own.

   KeyCorp suggests this language be included in the order:

     "... the Final DIP Order will continue in effect and apply
     to GE Capital and any new lenders.  In addition, none of
     the liens or security interests granted to the Prepetition
     Lenders or agents as adequate protection, will be prior to
     or prime any liens of equipment lessors and other
     lienholders to the extent the lienholders held valid
     perfected liens on such assets with priority over the
     Prepetition Lenders or agents as of the filing date."

2. Fleet Capital Corporation & Fleet Capital Leasing Vendor
   Finance

   Fleet objects to the Motion to the extent it would create any
   interest in favor of GE Capital or any other interested party
   that could prime, or be construed to have priority over, its
   interests in its leases or equipment.  James E. Hugget, Esq.,
   at Klehr Harrison Harvey Branzburg & Ellers LLP, in
   Wilmington, Delaware, points out that the Motion impairs
   Fleet's right under the leases.

   Fleet is the lessor under certain prepetition leases and
   associated equipment schedules.  As of December 17, 2001,
   Fleet is owed by the Debtors at least $609,939 for its
   leases.


3. Banc One Leasing Corporation

   "Banc One does not believe that the Debtors and GE Capital
   intend to grant priming liens to GE Capital in Banc One's
   equipment.  Nevertheless, the language in the Term Sheet
   providing for priming liens renders... the Motion vague, at
   best," William P. Bowden, Esq., at Ashby & Geddes, in
   Wilmington, Delaware, tells Judge Walsh.  "To the extent that
   that is not what GE Capital and the Debtors intend, this
   should be made clear."

   Banc One objects to the Motion to the extent it would enable
   the Debtors and GE Capital to eviscerate a settlement
   agreement Banc One had with the Debtors.  If they intend to
   prime Banc One's liens, Mr. Bowden contends that the Debtors
   would be in breach of the settlement agreement.

   The Debtors and Banc One have entered into a settlement
   agreement to resolve the dispute over the parties' leases.
   The Debtors have initiated an adversary proceeding against
   seeking to recharacterize the Banc One lease as financing
   agreements.  Banc One answered the complaint and asserted
   that the Debtors owed them rent payments due on January 1,
   2002 plus other unpaid obligations under the lease.  Pursuant
   to the settlement agreement, Banc One agreed to finance the
   Debtors' purchase of its equipment.  Mr. Bowden alleges that
   Fleet National Bank, the agent for the lenders, have agreed
   that as part of the settlement, the security interest that it
   will obtain in the equipment as a result of the DIP Financing
   Order will be subordinated to Banc One's purchase money
   security interest in the equipment the Debtors are
   purchasing.

4. FINOVA Capital Corporation

   FINOVA also finds the motion ambiguous.  FINOVA wants the
   Term Sheet clarified or addressed to that its senior claims,
   liens and interests in the Debtors' cases are protected.

   FINOVA holds a lien and security interest in certain of its
   inventory and other personal property in connection the
   $4,968,083 promissory note the Debtors issued.  Fleet
   National Bank, the administrative agent for the Debtors'
   lenders, have agreed to subordinate any security interest and
   lien the lenders had to the FINOVA collateral.

5. Heller Financial Leasing, Inc.

   Heller objects to the Motion and the proposed Amended
   Agreement to the extent the liens to be granted to the
   Agents, Lenders, Prepetition Agents, and Prepetition Lenders
   in order to secure the Debtors' obligations under the Amended
   Agreement may be senior in priority to its liens and
   interests in and to its equipment.  Heller also seeks
   clarification in the Motion that the liens to be granted to
   the Agents, Lenders, Prepetition Agents, and Prepetition
   Lenders will not impair or prime its liens in and to the
   equipment.

   Heller succeeded the interests of Genie Financial Services,
   Inc. in a September 1, 1998 Master Equipment Lease Agreement
   with the Debtors. (NationsRent Bankruptcy News, Issue No. 23;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISTAR INT'L: Fitch Rates Sr. Unsec. Convertible Notes at BB
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' to Navistar International
Corporation's newly issued $190 million senior unsecured
convertible notes. Fitch expects that the proceeds of the new
debt issuance will be used to retire $100 million of senior
notes coming due in February 2003 and for other debt repayment
purposes. The Rating Outlook is Negative.

Fitch Ratings recently downgraded Navistar's existing securities
to reflect the continuing weak industry environment in
Navistar's core medium and heavy-duty truck markets in North
America, recent occurrences in Navistar's joint efforts with
Ford, continued headwinds in certain cost areas such as employee
and retiree healthcare costs, and concerns over the impacts of
substantial cash calls associated with scheduled pension
contributions and restructuring charges. Mitigating these
negatives were some positive factors such as the completion of
Navistar's major capital expenditure program, overall product
competitiveness, restructuring efforts that have positioned them
for the future, and the recent conclusion of contract
negotiations with the UAW.

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

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

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

Navistar International's 9.375% bonds due 2006 (NAV06USN1) are
trading at about 95 cents-on-the-dollar, DebtTraders reports.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=NAV06USN1
for real-time bond pricing.


NEORX CORP: Fails to Regain Compliance with Nasdaq Requirements
---------------------------------------------------------------
NeoRx Corporation (Nasdaq:NERX) has requested a hearing before a
Nasdaq Listing Qualifications Panel to review a NASDAQ staff
determination that the Company's stock be delisted from The
Nasdaq National Market. Under Nasdaq rules, NeoRx's common stock
will continue to trade on The Nasdaq National Market pending the
outcome of the hearing. At the hearing the Company intends to
request additional time to bring NeoRx common stock into
compliance with the $1.00 minimum bid price requirement and
during this time may take certain actions designed to achieve
compliance. NeoRx expects the hearing to occur within
approximately 45 days of the date of this press release.

There can be no assurance that the Panel will grant the
Company's request for additional time to achieve compliance, and
accordingly the Company's common stock may be delisted from The
Nasdaq National Market. The Company may apply for transfer to
The Nasdaq SmallCap Market. If these strategies are not
successful, the Company's common stock would be listed on the
OTC bulletin board or another quotation system or exchange on
which the Company would qualify.

NeoRx received a Nasdaq Staff Determination dated December 9,
2002, indicating that NeoRx has failed to regain compliance with
the minimum $1.00 per share requirement for continued listing
set forth in Marketplace Rule 4450(a)(5) and that the Company's
common stock is therefore subject to delisting from The Nasdaq
National Market, effective at the opening of business on
December 17, 2002. The Company has now requested a hearing and
will continue to trade on The Nasdaq National Market pending the
outcome of the hearing.

NeoRx Corporation is a cancer therapeutics company developing
products for targeted delivery of therapeutic agents, including
radiopharmaceuticals, to tumor sites. The company's lead product
candidate is Skeletal Targeted Radiotherapy (STR), in clinical
development for treatment of multiple myeloma, a cancer of the
bone marrow. Visit NeoRx at http://www.neorx.comfor more  
information on the Company.

                          *     *     *

                 Liquidity and Capital Resources

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

"The Company has financed its operations primarily through the
sale of equity securities, collaborative agreements and debt
instruments.  The Company invests excess cash in investment
securities that will be used to fund future operating costs.  
Cash, cash equivalents and investment securities totaled
$12,378,000 at September 30, 2002 versus $33,581,000 at
December 31, 2001.  The Company primarily funds current
operations with its existing cash and investments.  On occasion,
the Company derives revenue from licensing its patent
technologies and from government grants.

"The Company currently maintains a line of credit with
Pharmaceutical Product Development, Inc., of up to $5.0 million
to assist in funding the pivotal phase III trial of its STR
product in development.   This line of credit is available to
the Company only upon the successful resumption of phase III
trials and the proceeds can only be applied to the expenses
related to the phase III trials.  The Company has not drawn
funds on this line of credit to date, which carries an annual
interest rate of 16%.

"In January 2002, the Company sold the remainder of its
investment in Angiotech Pharmaceuticals, Inc. for $1.4 million
and recognized a gain on the sale of approximately $109,000.

"On November 12, 2002, the Company entered into an agreement
with IDEC Pharmaceuticals Corporation relating to the sale to
IDEC of certain NeoRx intellectual property and the grant to
IDEC of certain license and option rights.  NeoRx received $7.9
million in cash and may receive in the future royalty payments
with respect to certain products. The intellectual property
addressed by this agreement includes a portfolio of NeoRx US and
international patents and certain associated technology and
know-how relating to antibody-based therapeutics and ligand-
linker technology.  The intellectual property rights being
transferred to IDEC do not include rights to NeoRx's STR or
Pretarget(R) programs.  With respect to the patents involved in
the sale, NeoRx retains a license for the development of certain
NeoRx products.

"The Company will need to raise additional capital to fund its
planned STR pivotal clinical trial program, and its current
operating cash needs.  The Company expects that its cash,
including the consideration received in the transaction with
IDEC, cash equivalents, investment securities and interest
income will be sufficient to fund its anticipated working
capital and capital requirements into the fourth quarter of
2003. In July 2002, the Company decided to discontinue all of
its Pretarget(R) technology activities.  The discontinued
Pretarget(R) activities include its Pretarget(R) Lymphoma and
Pretarget(R) Carcinoma phase I trials, for which patient
enrollment has concluded, and manufacturing development
activities associated with the Pretarget(R) project. Also in
July 2002, the Company reduced its staff size by 31 persons, or
30%.  The cost associated with the reduction in force is
approximately $529,000 and will be incurred primarily over a
four-month time period beginning in August 2002. In October
2002, the Company further reduced its staff, primarily in its
Denton manufacturing facility, by an additional 13 persons, or
approximately 15% of the Company's total work force.  The cost
associated with this reduction in force was approximately
$122,000 and will be incurred primarily over a four-month time
period beginning in October 2002.  In an effort to further
reduce cash expenditures and unused office space, in October
2002 the Company terminated its lease at the 410 West Harrison
Street location in Seattle, Washington effective April 2003.  
The lease originally was effective through May 2006.  The cost
of terminating the lease was three months base rent, or
approximately $110,000, which was paid in October 2002.

"The Company's decision to curtail Pretarget(R) activities and
reduce staff was in response to the anticipated clinical
development timeline of the Pretarget(R) candidates and the
current economic environment.   The Company will seek to sell or
outlicense the Pretarget(R) patent portfolio and other assets in
an effort to raise additional funds. The Company also is
addressing its need for additional capital by pursuing
opportunities for the licensing or divestiture of certain
intellectual property and other assets, by seeking partnering or
outlicensing opportunities for its STR technology, and through
the sale of  securities.  In the event that sufficient
additional funds are not obtained through asset sales, strategic
partnering opportunities and/or sales of securities on a timely
basis, the Company plans to reduce expenses through the delay,
reduction or curtailment of STR development activities and/or
further reduction of costs for facilities and administration.  
The Company's actual capital requirements will depend on
numerous factors, including conditions in the capital markets in
general and in the life sciences capital markets specifically,
which may affect potential financing sources for the development
of the Company's business; the progress and results of research
and development activities and clinical trials; actions by the
FDA and other regulatory authorities; the levels of resources
that the Company devotes to establishing and maintaining
marketing and manufacturing capabilities; the emergence of
competitive technologies and other adverse market developments
and the timing and amount of revenues and expense reimbursements
resulting from relationships with third parties or collaborative
agreements.  There can be no assurance that the Company will be
able to obtain such additional capital or enter into
relationships with corporate partners on a timely basis, on
favorable terms, or at all.  These financial statements are
prepared on a going concern basis, however if the Company were
forced to liquidate its assets, it may not recover the carrying
amount of such assets."


NORTEL NETWORKS: Makes Amendments to Existing Security Pacts
------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) announced amendments to its
existing security agreements to facilitate future financial
flexibility for the Company. These security agreements pledge
substantially all of the assets of Nortel Networks in favor of
certain banks (under the Company's syndicated credit facilities
and which otherwise provide credit support to the Company) and
the holders of Nortel Networks public debt securities. The
amendments, among other things, permit Nortel Networks and its
subsidiaries to secure additional obligations (related to
indemnity, guarantee and reimbursement obligations with respect
to letters of credit, letters of guarantee, performance bonds,
surety bonds, indemnification arrangements and other
instruments) with the assets pledged under the security
agreements. As part of the amendments to the security
agreements, Nortel Networks has agreed to terminate US$1.175
billion in undrawn credit facilities that would otherwise expire
in April 2003.

"Given current telecom industry and financial market conditions,
I am pleased that we were able to secure additional financial
flexibility within our security agreements," said Doug Beatty,
chief financial officer, Nortel Networks. "As we stated in our
October 17, 2002 press release, we continue to focus on cash
management and expect to have a cash balance in excess of US$3
billion at the end of 2002. In 2003, in conjunction with our
plan to drive the business to profitability by the second
quarter of 2003, we continue to expect to fund restructuring
costs of approximately US$900 million and make the scheduled
repayment on our public debt coming due September 1, 2003."

Nortel Networks is currently in negotiations with certain banks
and Export Development Canada regarding arrangements that would
provide for support, on a secured basis, of certain Nortel
Networks obligations arising out of normal course business
activities including letters of credit, letters of guarantee,
indemnity arrangements, performance bonds, surety bonds,
receivables purchases and similar instruments and arrangements.
These arrangements would provide the Company with support for
its operations as well as facilitate improved liquidity for the
Company. Although there can be no assurance that these
negotiations will be successfully concluded, the parties expect
to finalize the arrangements in the first quarter of 2003.

Nortel Networks has no current intention to draw on its US$750
million in credit facilities that mature in April 2005 and the
facilities remain undrawn and available. As previously announced
in October 2002, US$1.5 billion in credit facilities entered
into in December 2001 by Nortel Networks will not be amended or
extended and which expired Friday.

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

EDC is a financially self-sustaining Canadian federal Crown
corporation that provides trade finance and risk management
services to Canadian exporters and investors in up to 200
markets. It operates on commercial principles, charging rates
and fees according to the risks it undertakes. EDC also funds
its activities by borrowing from capital markets as well as from
its accumulated earnings.

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.


NOVADEL PHARMA: Company's Ability to Continue Ops. Uncertain
------------------------------------------------------------
Novadel Pharma Inc., believes that its current cash levels
together with revenues from operations, will be sufficient to
satisfy its cash requirements for the next 5 months. However,
beyond this point there is substantial doubt about the Company's
ability to continue operations without obtaining additional  
financing and/or consummating a strategic alliance with a well-
funded business partner. There are a number of risks and
uncertainties related to the Company's attempt to complete a
financing or strategic partnering  arrangement that are outside
the control of the Company.  Novadel has indicated that it may
not be able to successfully obtain additional financing on terms
acceptable to the Company, or at all. These uncertainties raise
substantial doubt as to the Company's ability to continue as a
going concern.

Novadel Pharma Inc., a Delaware corporation, is engaged in
development of novel application drug delivery systems for
presently marketed prescription and over-the-counter drugs and
has been a consultant to the pharmaceutical industry.  Since
1992, the Company has used its consulting revenues to fund its
own product development activities.

Since its inception, substantially all of the Company's revenues
have been derived from its consulting activities.  The Company
has had a history of recurring losses from operation, giving
rise to an accumulated deficit at October 31, 2002, of
approximately $11,527,000.  Revenues from consulting may be
expected to continue to decline in the future as the Company
shifts its emphasis away from product development consulting for
its clients and towards development of its own products.

For the reasons stated above, the Company anticipates that it
will incur substantial operating expenses in connection with the
testing and approval of its proposed delivery systems, and
expects these expenses will result in continuing and significant
operating losses until such time, if ever, that the Company is
able  to achieve adequate sales levels.

Operating revenues for the 2002 Period decreased approximately
$72,000 to $0 from $72,000 for the 2001  Period.

Total costs and expenses for the 2002 Period increased
approximately $1,405,000 to $1,729,000 from  $324,000 for the
2001 Period.  This increase includes approximately: $783,000 in
outside consultant fees primarily due to a non-cash charge of
approximately $580,000 for options and warrants issued to
consultants; $208,000 in legal & professional fees; $148,000 in
payroll expense primarily due to additional employees  and the
establishment of a vacation pay accrual; $140,000 in laboratory
testing and clinical studies  costs; $25,000 in depreciation and
amortization expense due to the earlier purchase of internal
laboratory  equipment; $22,000 in insurance expenses; $16,000 in
laboratory expenses due to additional lab employees  requiring
additional supplies and services; $10,000 in office expenses due
to increased activities and a Company name change; $9,000
increase in travel expenses; and a $7,000 increase in rent.

Interest income increased approximately $10,000 to $15,000 for
the 2002 Period from $5,000 for the 2001  Period due to an
increased average cash balance.

The resulting net loss for the 2002 Period was $1,714,000
compared to a net loss of $247,000 for the 2001 Period.

Net cash used in operating activities approximated $967,000 for
the 2002 Period compared to net cash used in operating
activities of approximately $207,000 for the 2001 Period.  Net
cash used in operating activities for both the 2002 and 2001
periods was primarily attributable to the net loss of $1,714,000
and $247,000,  respectively.  For the 2002 Period, approximately
$110,000 was used for investing activities compared to
approximately $15,000 for the 2001 Period. For the 2002 period,
approximately $26,000 was used for financing activities. Total
cash flow for the 2002 period decreased approximately $1,103,000
as compared to a $222,000 decrease for the 2001 period.


OWENS CORNING: Lease Decision Period Extended Until June 4, 2003
----------------------------------------------------------------
Without prejudice to their seeking further extension, Owens
Corning, and its debtor-affiliates obtained Court approval of
its application to extend its lease decision period. The Court
gave the Debtors until June 4, 2003, to determine whether to
assume, assume and assign, or reject unexpired leases of non-
residential real property to June 4, 2003. (Owens Corning
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PERKINELMER INC: Extends Tender Offer for 6.80% Notes to Dec. 26
----------------------------------------------------------------
PerkinElmer, Inc., (NYSE: PKI) extended its cash tender offer
for its outstanding 6.80% Notes due October 15, 2005. The offer
will now expire at 10:00 a.m., New York City time, on Thursday,
December 26, 2002, unless further extended, rather than on
Monday, December 23, 2002 at 10:00 a.m.

The new expiration date is expected to coincide with the closing
date for PerkinElmer's recently announced private placement of
$300 million in senior subordinated notes. PerkinElmer also
expects to close its proposed new senior secured credit
facilities on that date.

Holders who have not yet tendered their 6.80% notes may do so
until the expiration of the offer. If the offer is completed,
holders who validly tendered their 6.80% notes and the related
consents at or before 5:00 p.m., New York City time, on Friday,
December 6, 2002 (the consent date) will be entitled to receive
the tender offer consideration of $985 per $1,000 principal
amount of 6.80% notes tendered, plus a consent payment of $15
per $1,000 principal amount. Notes and consents tendered as of
the consent date may not be revoked. Holders who did not tender
their notes and related consents as of the consent date will
receive the tender offer consideration of $985 per $1,000
principal amount of notes tendered but will not be entitled to
the consent payment. On December 6, 2002, PerkinElmer announced
that approximately $108 million, or 94%, in aggregate principal
amount of the outstanding 6.80% notes, and the consents related
thereto, had been tendered as of the consent date. As of
December 12, 2002, the same amount of notes and related
consents, approximately $108 million, had been tendered.

PerkinElmer's obligation to complete the tender offer and
consent solicitation is subject to a number of conditions,
including the closing of the previously announced secured credit
facilities and offering of senior subordinated notes.

PerkinElmer has retained Merrill Lynch to act as Dealer Manager
in connection with the offer and Solicitation Agent in
connection with the consent solicitation. The information agent
for the offer and the consent solicitation is D.F. King & Co.,
Inc. Questions about the offer or requests for additional sets
of the offer materials may be directed to Merrill Lynch
(telephone: 888/ML4-TNDR (toll-free), or 212/449-4914) or to
D.F. King & Co., Inc. (collect telephone at: 212/269-5550 for
banks and brokers; or 800/290-6426 for all others).

PerkinElmer, Inc., is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate
understanding of its customers' needs, PerkinElmer creates
innovative solutions - backed by unparalleled service and
support - for customers in health sciences, semiconductor,
aerospace, and other markets whose applications demand absolute
precision and speed. The company markets in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available through http://www.perkinelmer.com

                         *     *     *

As reported in Troubled Company Reporter's December 13, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured note ratings on PerkinElmer Inc., to 'BB+'
from 'BBB-', based on weak credit measures for the rating and
subpar operating performance in 2002. At the same time, Standard
& Poor's assigned a 'BB+' bank loan rating to the proposed $445
million senior secured credit facilities due 2008 and a 'BB-'
rating to the proposed $225 million of senior subordinated notes
due 2012. Ratings were removed from CreditWatch where they were
placed on October 30, 2002.

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

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


PERKINELMER: Selling 8.875% Sr. Sub. Notes in Private Placement
---------------------------------------------------------------
PerkinElmer, Inc., (NYSE:PKI) has entered into an agreement to
sell $300 million aggregate principal amount of its 8.875%
Senior Subordinated Notes due 2013 in a previously announced
institutional private placement. The company will sell the notes
at a price of 99.173% of the principal amount. The amount of the
transaction was increased from the previously announced $225
million aggregate principal amount.

Interest on the notes will be payable on January 15 and July 15
of each year, beginning on July 15, 2003. The notes will be
guaranteed on a senior subordinated basis by certain of
PerkinElmer's domestic subsidiaries. The notes and the
guarantees will be unsecured.

The transaction is expected to close on December 26, 2002. The
closing is subject to customary closing conditions, as well as
the funding of PerkinElmer's new senior credit facility and the
completion of other elements of the company's previously
announced debt refinancing.

Neither the notes nor the guarantees have been registered under
the Securities Act of 1933, as amended, or any state securities
laws. The notes and the guarantees will be offered only to
qualified institutional buyers in reliance on Rule 144A under
the Securities Act and outside of the United States in
accordance with Regulation S under the Securities Act. Unless so
registered, neither the notes nor the guarantees may be offered
or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act and
applicable state securities laws.


PETCO ANIMAL: Settles California Employee Overtime Litigation
-------------------------------------------------------------
PETCO Animal Supplies, Inc., (Nasdaq: PETC) has reached a
tentative agreement to settle all claims related to a previously
disclosed California lawsuit which alleged the Company
improperly classified store managers and assistant store
managers as exempt from California overtime laws.

This lawsuit is similar to numerous lawsuits filed against
retailers and others with operations in California. While the
Company denies the allegations underlying the lawsuit, it has
tentatively agreed to the settlement to avoid possible
disruption to its business from protracted litigation. The
settlement, which is subject to final documentation and court
approval, is expected to cost a maximum of $2.5 million after
tax.

The Company indicated that it will take a charge for this item
which will reduce fiscal 2002 fourth quarter earnings per share
by $0.04. Absent this charge, the Company's current expectations
for fourth quarter earnings would have been unchanged from the
guidance of $0.35 - $0.36 per diluted common share previously
set out in the Company's third quarter earnings release on
November 21, 2002. As a direct result of incurring this charge,
the Company now expects its fourth quarter earnings to be in the
range of $0.31 - $0.32 per diluted common share, compared to pro
forma diluted earnings per common share of $0.27 in the prior
year quarter. Consistent with its previous guidance, the Company
continues to expect to achieve a comparable store net sales
increase in the range of 6.0% - 7.0% for the fourth quarter of
fiscal 2002 and approximately 8.0% for the full year.

PETCO is a leading specialty retailer of premium pet food,
supplies and services. PETCO's strategy is to offer its
customers a complete assortment of pet-related products at
competitive prices, with superior levels of customer service at
convenient locations. PETCO generated net sales of $1.3 billion
in the fiscal year ended February 2, 2002. It operates 600
stores in 43 states and the District of Columbia, as well as a
leading destination for on-line pet food and supplies at
http://www.petco.com The PETCO Foundation, PETCO's non-profit  
organization, has raised more than $10.0 million since inception
in 1999. More than 1,300 non-profit grassroots animal welfare
organizations from around the nation have received support from
the Foundation.

As reported in Troubled Company Reporter's November 26, 2002
edition, PETCO's November 2, 2002 balance sheet shows a total
shareholders' equity deficit of about $31 million.


PITTSTON: Completes Sale of Virginia Coal Mining Business
---------------------------------------------------------
The Pittston Company (NYSE: PZB) announced that, in accordance
with its strategy to exit the coal business, subsidiaries of
Pittston have consummated the previously announced sale of
substantially all of their remaining coal assets in Virginia to
subsidiaries of Alpha Natural Resources, LLC, an affiliate of
First Reserve Corporation.

Michael T. Dan, Chairman, President and Chief Executive Officer
of The Pittston Company, said: "We are pleased to have completed
the sale of all of our active Virginia coal operations and
substantially all of our Virginia coal assets. This sale, which
includes the significant majority of our remaining active
operations, represents the largest and most important step
towards the completion of the process of exiting the coal
business this year. The value realized and assets involved are
consistent with our previously announced goals."

The Pittston Company is a diversified company with interests in
security services through Brink's, Incorporated and Brink's Home
Security, Inc., global freight transportation and supply chain
management services through BAX Global, Inc. and mining and
minerals exploration through Pittston Coal Company and Pittston
Mineral Ventures.

Based in Greenwich, Connecticut, First Reserve is an
independently owned private equity firm that invests exclusively
in the energy and energy related sectors of the world economy.
First Reserve is a leading private equity firm specializing in
the energy industry with $2.6 billion under management. It is
currently the largest shareholder of Dresser, Inc., Chicago
Bridge & Iron, Pride International, and Superior Energy
Services.

At September 30, 2002, Pittston's balance sheet shows that total
current liabilities exceed total current assets by about $23
million.


POKER.COM: Mark Glusing Replaces Michael Jackson as President
-------------------------------------------------------------
Poker.com, Inc., (OTCBB: PKER) announced that Mr. Michael
Jackson has stepped down as the Interim Acting President of the
Company and the Board has appointed Mr. Mark Glusing as the new
President of Poker.com, Inc., effective immediately.

The Board of Directors wishes to thank Mr. Jackson for serving
in the role of interim president.

Mr. Glusing has a strong background in international business,
public company management and finance. Until recently, Mr.
Glusing was a director and Chief Operating Officer of Immune
Network Ltd., a publicly traded biotech incubator, where he led
a restructuring effort which included the disposition of a major
asset to ensure the conclusion of a critical clinical trial. Mr.
Glusing is a former director of BC Research Inc. and currently
represents a number of public and private companies at the board
level.

Poker.com, Inc., was recently affected by the illegal re-
direction of its Internet domain at http://www.poker.comand is  
in the process of taking the necessary legal action to protect
the interests of the company.  Despite the Company's efforts to
reclaim the domain, the process may be lengthy and may have
adverse affects to current operations.

Poker.com, Inc., will be required to consider other sources of
revenue, sources of financing and other possible business
ventures to ensure shareholder value is maintained.  

Poker.com, Inc., is a public company listed on the OTCBB and
engages in the licensing and marketing of internet poker and
casino packaged online gaming systems. The company's sources of
revenue include licensing fees, ongoing royalties and online
advertising.


POLAROID: Retirees Seek Approval of Proposed Trust Agreement
------------------------------------------------------------
Pursuant to the Settlement Agreement between Polaroid
Corporation and its debtor-affiliates, the Official Committee of
Unsecured Creditors, Agents for the Postpetition Lenders, Agents
for Prepetition Lenders and Official Committee of Retirees, the
Retirees' Committee presents to the Court the proposed Polaroid
Retirees Trust Agreement for approval.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, relates that the salient terms of the Trust Agreement
are:

A. Nature and Purpose of Trust

   The Trust exist solely for the purposes as set forth in the
   Stipulation and Order, including, but not limited to
   conducting litigation with respect to the Fiduciary Claims,
   holding, liquidating and disposing of by sale or otherwise
   any assets received by it and paying or settling the
   ascertained, unascertained and contingent liabilities and
   obligations of the Trust thereafter distributing the
   remaining Trust Corpus to the Beneficiaries.  It is intended
   that the Trust will serve as a vehicle for the preservation
   and maintenance of the Trust Corpus, with a view to its
   liquidation.  Until the eventual final liquidation, the
   Trustees will have the power and authority to hold, operate
   and administer the business and the assets of the Trust for
   such time during the term of this Trust as they deem
   necessary or advisable.  This Trust Agreement is intended to
   create a trust, and to be governed and construed in all
   respects as a trust.  This Trust is not intended to be, will
   not be deemed to be, and will not be treated as a general
   partnership, limited partnership, joint venture, corporation,
   joint stock trust or association, nor will the Trustees or
   Beneficiaries, or any of them, for any purpose be, or be
   deemed to be or treated in any way whatsoever to be, liable
   or responsible as partners or joint ventures.

B. Unknown Property and Liability

   The Trustees will be responsible for only the property
   delivered to them or registered in their name and will have
   no duty to make, nor incur any liability for failing to make,
   any search for unknown property.

C. Limitation of Liability

   No personal liability will attach to the Trustees or the
   Beneficiaries with respect to any liabilities or obligations
   arising under this Trust Agreement, and all persons dealing
   with the Trust must look solely to the Trust Corpus for the
   enforcement of any claims against the Trust.

D. Beneficial Interest

   The Beneficial Interest of each Beneficiary will be recorded
   by the Trustees or their agent on the books of the Trust.
   Neither the Trustees nor their agent will issue any
   certificates representing Units of Beneficial Interest.

   If any conflicting claims or demands are made or asserted to
   be Beneficial Interests herein, or if there should be any
   disagreement between the transferees, assignees, heirs,
   representatives or legatees succeeding to all or a part of
   the interest of any Beneficiary resulting in adverse claims
   or demand being made in connection with the interest, then
   the Trustee will be entitled to refuse to comply with any
   conflicting claims or demands.  In so refusing, the Trustees
   may elect to make no payment or distribution in respect of
   the Beneficial Interests involved, or any part thereof.
   Hence, the Trustees will not be liable to any of the parties
   for their failure to comply with any of the conflicting
   claims, nor will the Trustees be liable for interest on any
   funds, which they may so withhold.  The Trustees will be
   entitled to refrain and refuse to act until:

   (1) the rights of the adverse claimants have been adjudicated
       by a final judgment of the court from where there is no
       appeal pending and the applicable appeal period have
       expired;

   (2) all differences have been adjusted by valid written
       agreement between all of the parties, and the Trustees
       have been furnished with an executed counterpart of the
       agreement; or

   (3) the Trustee is furnished with a surety bond or other
       security satisfactory to the Trustee, as they will deem
       appropriate, to fully indemnify them as between all
       conflicting claims or demands.

E. Rights of Beneficiaries

   Each Beneficiary will be entitled to participate in the
   rights and benefits due to a Beneficiary according to his
   Beneficial Interest.  Each Beneficiary will take and hold his
   Beneficial Interest subject to all the terms and provisions
   of this Trust Agreement.

F. No Transfer of Interests of Beneficiaries

   The interest of a Beneficiary in the Trust may not be
   transferred in whole or in part and any attempted transfer
   will be of no force and effect as between the Trustees and
   the Beneficiary attempting the transfer.

G. Trustees as Beneficiaries

   Each Trustee, either individually or in a representative or
   fiduciary capacity, may be a Beneficiary to the same extent
   as if he or she were not a Trustee hereunder.

H. Duration of Trust

   The Trust will terminate five years from the date of its
   creation, unless earlier terminated by the distribution of
   all of the Trust Corpus; provided however, that the term of
   the Trust may be extended by the Trustees for additional
   periods as they may deem necessary solely to complete the
   litigation concerning Fiduciary Claims, settlement or payment
   of any outstanding claims and the winding-up of the affairs
   of the Trust.

I. Continuance of Trust for Winding-Up

   After the termination of the Trust and for the purpose of
   liquidating and winding up the affairs of the Trust, the
   Trustees will continue to act as one until their duties have
   been fully performed.  Upon distribution of all the Trust
   Corpus, the Trustees will retain the books, records,
   Beneficiary list and certificates and other documents and
   files which will have been delivered to or created by the
   Trustees.  At the Trustee's discretion, all records and
   documents may, but need not, be destroyed at any time after
   three years from the completion and winding up of the affairs
   of the Trust.

J. Payments of Claims, Expenses and Liabilities

   The Trustee will pay from the Trust Corpus all claims,
   expenses, charges, liabilities, and obligations of the Trust
   and those the Trustees assumed and agreed to pay pursuant to
   this Trust Agreement.  At times as may be determined by them,
   the Trustees will distribute, or cause to be distributed, to
   the Beneficiaries of record on the close of business on
   record date as the Trustees may determine, in proportion to
   the respective interests of the Beneficiaries in the Trust
   Corpus, the cash or non-cash property comprising a portion
   of the Trust Corpus as the Trustees determine may be
   distributed without detriment to the ability of the Trust to
   pay the liabilities and obligations that the Trustees have
   assumed under this Trust Agreement.

   If the Trustees determine that all claims, debts, liabilities
   and obligations of the Trust have been paid or discharged, or
   if the existence of the Trust will terminate by its term, the
   Trustees will, as expeditiously as is consistent with the
   terms of the Stipulation and Order and the conservation and
   protection of the Trust Corpus, distribute the Trust Corpus
   to the Beneficiaries of record on the close of business on
   record date as the Trustee may determine.

K. Specific Powers of Trustees

   In addition to any powers conferred to them in the Trust
   Agreement, the Trustees will have these powers:

   (a) to retain and set aside funds out of the Trust Corpus as
       the Trustees will deem necessary to expedient to pay, or
       provide for the payment of unpaid claims, liabilities,
       debts or obligations of the Trust, contingencies and the
       expenses of administering the Trust Corpus;

   (b) To do and perform any acts or things necessary or
       appropriate for the conservation and protection of the
       Trust Corpus, and in connection therewith to employ any
       agents or representatives as the Trustees deem expedient
       and to pay reasonable compensation therefore;

   (c) to deal with any other manner with any of the Trust
       Corpus in a manner as the Trustees may deem advisable for
       any Trust purpose, providing that any action is in
       accordance with the terms and conditions of the
       Stipulation and Order;

   (d) to engage in, intervene in, prosecute, join, defend,
       compound, settle, compromise, abandon or adjust, by
       arbitration or otherwise, any action, suits, proceedings,
       disputes, claims, controversies, demands or other
       litigation to enforce any instruments, contracts,
       agreements, claims or causes of action relating to the
       Trust, the Trust Corpus, the Fiduciary Claims or the
       Trust affairs, to enter into agreements relating to the
       foregoing, whether or not any suit is commenced or claim
       accrued or asserted and, in advance of any controversy,
       to enter into agreements regarding arbitration,
       adjudication or settlement thereof, all in the name of
       the Trust;

   (e) to file and all documents and take any and all other
       action as the Trustees, in their sole judgment, may deem
       necessary in order that the Trust may lawfully carry out
       its purposes in any jurisdiction;

   (f) to change the name of the Trust; and

   (g) to prepare and file, or assist in the preparation and
       filing of, Federal and state tax returns and reports
       required to be filed on behalf of the Trust or the
       Trustees.

L. Liability of Trustees and Beneficiaries

   No Trustee will be liable to the Trust or to any Trustee or
   Beneficiary for any act or omission of any other Trustee,
   Beneficiary or agent of the Trust, or be held to any personal
   liability whatsoever in tort, contract, or otherwise in
   connection with the affairs of the Trust, except only that
   arising from the Trustee's or Beneficiary's own bad faith,
   willful misfeasance, gross negligence or reckless disregard
   of duty.  No Trustee will be liable except for the
   performance of the duties and obligations as are specifically
   set forth in the Trust Agreements, and no implied covenants
   or obligations will be read into this Trust Agreement against
   the Trustees.  No Trustee will be liable with respect to any
   action taken or omitted to be taken by the Trustee in good
   faith.  In addition, no successor Trustee will be in any way
   liable for the acts or omissions of any Trustee or agent of
   the Trust occurring prior to the date on which he or she
   became a Trustee.

   The Trustees may consult with and retain counsel, auditors or
   other experts and the advice or opinion of these experts will
   be full and complete protection to all of the Trustees in
   respect of any action taken or suffered by them in good faith
   and in reliance upon or in accordance with the advise or
   opinion.

   The Trustees, in incurring any liability or in taking or
   omitting any other action in connection with the Trust, are,
   and will be deemed to be acting as Trustees of the Trust and
   not in their own individual capacities.

M. Compensation of Trustees

   The Trustees will not be compensated for their services as
   Trustees.  Each Trustee will be responsible for any expenses
   incurred in accordance with this Trust Agreement and will not
   be reimbursed by the Trust or Trust Corpus for the same.

N. Number and Qualification of Trustees

   There will be at least two and no more than five Trustees of
   this Trust, each of whom will be a citizen and resident of
   the United States as well as a Retiree.  Any time before a
   Trustee is named as a plaintiff in a Fiduciary Claim
   Litigation, the Trustee may resign from the Trust by giving
   written notice to the remaining Trustees.  After a Trustee is
   named as a plaintiff in a Fiduciary Claim Litigation, the
   Trustee may resign from the Trust upon motion and order by
   the Court, which retains jurisdiction of the Fiduciary Claims
   litigation.  Any Trustee may be removed at any time, for
   cause, by majority vote of the other Trustees.

   When a Trustee position vacancy exist, the successor will be
   appointed by the vote of the incumbent Trustees of the Trust.
   If there is no remaining Trustee, any Beneficiary may apply
   to a court to fill in the vacancies.

O. Concerns on the Beneficiaries

   No Beneficiary will have any right to institute any action or
   proceeding against any party with respect to the Trust
   Corpus.

   A meeting of the Beneficiaries may be called at any time and
   from time to time advising the Beneficiaries of certain
   events or decisions of this Trust.

               Polaroid Retiree Association Objects

G. Michael Gignac, Jr., a Director of Polaroid Retirees
Association, relates that certain terms, wordings and the
obvious absence of words can be found in the Proposed Polaroid
Retirees Trust Agreement.  Mr. Gignac notes that the most
important missing word would be that "Retirees" has not been
defined and is subject to many interpretations.  Thus, Mr.
Gignac suggests, either the word "retiree" should be defined or
be replaced by the word "Beneficiaries".

Moreover, "Beneficial Interest" is improperly defined.  Mr.
Gignac asserts that "beneficial interest" should be worded as:

  "Beneficial Interest shall mean the proportionate interest of
  each Beneficiary on record determined by the ratio of one
  divided by the number of Beneficiaries on record who were
  also Beneficiaries as of October 9, 2001."

Accordingly, the Polaroid Retirees Association asks the Court to
compel the Retirees' Committee to address their concerns and
direct it to revise the proposed Trust Agreement to eliminate
the ambiguities and correct the missing words. (Polaroid
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PURCHASERPO.COM: Committee Taps Santoro Friggs as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave the
Official Committee of Unsecured Creditors of PurchasePro.Com,
Inc., the go-signal to employ Santoro, Friggs, Walch Kearney,
Johnson & Thompson as its bankruptcy counsel.

Santoro Friggs will be responsible for:

  a) developing through discussion with the Committee and other
     parties in interest, the Committee's legal positions and
     strategies with respect to all facets of the case,
     including analyzing the Committee's position on
     administrative and operation issues;

  b) negotiating and assisting in the implementation of the
     Debtor's sale of assets; and

  c) all other matters concerning maximizing the funds available
     for the unsecured creditors.

Richard F. Holley, a shareholder with the law firm of Santoro
Friggs discloses that the firm's hourly rates range from:

          Principals           $270 - $300 per hour
          Associates           $175 - $250 per hour
          Law Clerks           $110 per hour
          Paralegals           $110 - $125 per hour

Professionals who are most likely to be active in this
engagement are:

          Richard F. Holley    $280 per hour
          Michael E. Kearney   $270 per hour
          Victoria L. Nelson   $250 per hour
          Kirby C. Gruchow     $175 per hour
          Pat Alstatt          $125 per hour

PurchasePro.com which offers strategic sourcing and procurement
software solutions, filed for chapter 11 protection on
September 12, 2002. Gregory E. Garman, Esq., at Gordon & Silver,
Ltd., represents the Debtors in their restructuring efforts. The
Debtor's Chapter 11 Plan and Disclosure Statement is due on
January 9, 2003. When the Company filed for protection from its
creditors, it listed $41,943,000 in total assets and $20,058,000
in total debts.


R.H. DONNELLEY: David C. Swanson Assumes Board Chairman Post
------------------------------------------------------------
R.H. Donnelley Corporation (NYSE:RHD) -- whose senior secured
$1.5 billion facility has been rated by Standard & Poor's at BB
-- announced that Chief Executive Officer David C. Swanson has
assumed the additional position of Chairman of R.H. Donnelley.

As part of RHD's previously announced succession plan, Mr.
Swanson succeeds Frank R. Noonan as Chairman.  Mr. Noonan also
retired from the Board of Directors.

"Frank has done an outstanding job leading R.H. Donnelley," said
David C. Swanson. "On behalf of everyone at R.H. Donnelley, I
want to thank Frank for his leadership, inspiration and
countless contributions to Donnelley's success."

R.H. Donnelley is a leading marketer of yellow pages
advertising. The company's businesses include relationships with
SBC and Sprint, as well as its pre-press publishing facility in
Raleigh, N.C. For more information, please visit Donnelley at
http://www.rhd.com


RRUN VENTURES: Initiates Restructuring with AXXUS Divestiture
-------------------------------------------------------------
RRUN Ventures Network Inc., (OTC Bulletin Board: RRUN) has
divested its AXXUS Corporation subsidiary and its uncompleted
technology projects, in exchange for the reduction of
approximately $412,000 of debt from the RRUN balance sheet. This
action is the first major step in a plan to restructure and
focus business operations, through which the Company aims to
improve the chances of long term success.

In an agreement reached with Emanuel Koseos, the lead developer
of AXXUS and RAHX 1.0 technologies, the Company eliminated
payables due to Emanuel Koseos and his development company, Kaph
Data Engineering Inc., in exchange for AXXUS Corporation, which
owned the rights to the unfinished software code. Concurrently,
Mr. Koseos has also tendered his resignation as RRUN's CTO.

As previously stated in the Company's Form 10QSB for the period
ending September 30, 2002:

"Since inception the Company's original business strategy was to
operate as a venture development organization initially focused
on content distribution utilizing the Internet. Originally
RRUN's core business venture was RAHX 1.0, a software platform
that uses Peer to Peer technologies to enable and enhance the
distribution of digital media files over the Internet. Beginning
earlier this year the Company's RAHX venture has shifted its
strategy from being focused solely on P2P music file exchange to
one of developing an Entertainment Experience Network, now
focused on live entertainment. The software was initially being
designed to enable file exchange in a legal manner; however, the
software code to enable file exchange in a legal manner is not
complete. We have chosen not to proceed with further development
of the software, due to lack of funding and the determination
that the release of software that allows illegal file exchanging
of content may present risk of litigation upon the Company by
companies in the content and music industries."

Due to major changes in market conditions, the fact that the
software had not reached commercial feasibility, lack of
available capital for file exchange development and other forms
of cutting edge P2P technology, liability concerns for companies
that produce music file exchange software, and the lack of
resources to retain Mr. Koseos as a lead developer, management
determined it is in the Company's best interest to take
advantage of the opportunity to strengthen its balance sheet
while divesting of a subsidiary and a project that management
realized had little chance to benefit shareholders.

Edwin Kwong, the Company's CFO, stated: "We see this as a
positive step forward as the Company refocuses around offline
revenue streams such as live entertainment. The opportunity for
the Company to reduce its debt by such a significant amount is
significant progress towards building a healthy organization for
its shareholders."

Ray A. Hawkins, President and CEO of RRUN Ventures Network Inc.,
added: "The Company plans to continue to explore options of
moving the Company forward through actions such as reducing debt
via stock-based settlements with creditors; building its
management team; procuring of capital; and through seeking
acquisitions and mergers whether synergistic or not that may add
value to the Company."

RRUN vni is a holding company. Its core business is the
development of Liquor Licensed Entertainment Establishments,
namely nightclubs. Its key operating subsidiary is RAHX, Inc.
The Company is currently seeking our first establishment through
acquisition and is also scouting other potential establishment
projects for development.

For more information please visit the Company's Web sites at
http://www.rrun.comand http://www.rahx.com


RUSSELL CORP: Names Kevin Clayton VP to Lead Diversity Efforts
--------------------------------------------------------------
Kevin L. Clayton will join Russell Corporation (NYSE: RML) as
vice president of diversity, and he was elected a corporate
officer by the Board of Directors at their December meeting.  
Clayton will be responsible for the company's diversity
initiative in all locations and will report to Jack Ward,
chairman and CEO.

"We are pleased that Kevin has agreed to join us and lead our
efforts to take diversity to the next level," said Ward.  "He
has a broad business background and has worked with the best
known experts in the field of diversity management.
Additionally, Kevin has been involved in all aspects of
Russell's diversity initiative as a consultant for us over the
past three years."

Clayton has more than 20 years' experience with corporations and
as an entrepreneur.  He has worked in several major industries
and held various positions in sales, marketing and training, as
well as diversity management. He founded K. L. Clayton &
Associates in 1991 and has built a reputation as a leading
consultant in diversity and change management.  In addition to
Russell, his clients have included Procter & Gamble, Federal
Home Loan Bank of Atlanta, MTV Networks, Time Warner Cable, Sony
Pictures, Auburn University, SunTrust Banks, Frito Lay and
Quaker Oats.

A native of Cleveland, Clayton earned his B.A. degree in
business administration and psychology from Wilmington College
in Ohio.

Clayton's position is effective January 1, 2003, but he will
continue to work with his current clients until he has completed
his personal commitments to their projects.

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

                          *    *    *

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

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


SALIENT 3: Plans to Make Liquidating Distribution on Dec. 30
------------------------------------------------------------
Salient 3 Communications, Inc., (OTC Bulletin Board: STCIA)
announced that its Board of Directors has declared a liquidating
distribution of $0.50 per share for both the Class "A" and Class
"B" common stock of the Company.

The dividend is payable on or about December 30, 2002, to
shareholders of record at the close of business on December 23,
2002.

Salient 3 shareholders approved the dissolution and liquidation
of the Corporation on July 21, 2000. The Company has paid
previous liquidating distributions of $12.00 per share on
September 8, 2000 and $2.00 per share on December 14, 2001.


SBC COMMUNICATIONS: Board Declares Regular Dividend on Shares
-------------------------------------------------------------
The board of directors of SBC Communications Inc., (NYSE:SBC)
declared a regular dividend of 27 cents a share. The dividend is
payable Feb. 3, 2003 to shareowners of record as of the close of
business on Jan. 10, 2003.

SBC Communications Inc. -- http://www.sbc.com-- is one of the  
world's leading data, voice and Internet services providers.
Through its world-class networks, SBC companies provide a full
range of voice, data, networking and e-business services, as
well as directory advertising and publishing. A Fortune 30
company, America's leading provider of high- speed DSL Internet
Access services, and one of the nation's leading Internet
Service Providers, SBC companies currently serve 58 million
access lines nationwide. In addition, SBC companies own 60
percent of America's second-largest wireless company, Cingular
Wireless, which serves more than 22 million wireless customers.
Internationally, SBC companies have telecommunications
investments in 25 countries.

At September 30, 2002, SBC Communications' balance sheet shows a
working capital deficit of about $7 billion.


SECURITY ASSOCIATES: External Auditors Air Going Concern Doubt
--------------------------------------------------------------
Security Associates International has continued to incur losses
from its operations. SAI's loss from operations for the nine
months ended September 30, 2002 was $4,846,596 as compared to
$6,131,151 for the nine months ended September 30, 2001. The
loss from operations for the nine months ended September 30,
2002 includes a charge of $533,059 relating to the restructuring
plan announced in 2001 as well as a charge of $1,801,508
relating to an incentive compensation program for certain
executives and consultants.  As a result of this loss from
operations, net cash used in operating activities for the nine
months ended September 30, 2002 totaled $5,061,392. SAI
currently anticipates that it will continue to use cash in its
operating activities, however at a reduced rate.  SAI recurring
losses from operations has created a net working capital
deficiency that raises substantial doubt about its ability to
continue as a going concern.

During the first three quarters of 2002, SAI experienced a
$4,938,862 decrease in its cash balance. The decrease was the
result of cash used in operating activities in the amount of
$5,061,392, cash used in investing activities of $1,081,030 and
cash provided by financing activities of $1,203,560.

Cash used in operating activities for the nine months ended
September 30, 2002 included a net loss of $7,137,313, offset by
non-cash items totaling $1,814,257. Included in these items were
depreciation and amortization expenses of $1,413,079 and a
charge of $510,713 for the impairment of fixed assets identified
for disposal. Accounts receivable balances decreased by $773,440
during the period, and accounts payable increased by $501,389.

The Company has been notified by AMEX that it is not currently
in compliance with their continuing listing requirements,
including the Company's current stock price and total
stockholders' equity. SAI says it is working with AMEX to
maintain its listing. Although management does not believe that
delisting is imminent, such an event could adversely affect the
Company's stock price and the liquidity of its stock.


SUPERIOR TELECOM: Completes Sale of All Assets to Alpine Group
--------------------------------------------------------------
Superior TeleCom Inc., (OTC: SRTO.OB) has completed the sale to
The Alpine Group, Inc., of substantially all of the assets and
business of Superior's Electrical wire operations as well as the
sale of 100 percent of the common stock of its electronics
subsidiary, DNE Systems, Inc., and a substantial portion of its
indirect common equity ownership in Superior Cables Ltd., an
Israeli-based wire and cable manufacturing company.

As has been previously disclosed, the total purchase price for
the assets and businesses sold included approximately $85
million in cash (plus assumed payables, accruals and other
liabilities), and a warrant issued to Superior to purchase a
19.9 percent common equity position in the entity to be formed
by Alpine to own and operate the Electrical wire business.  The
Company also expects to realize $20-$30 million in 2003 from tax
benefits from the sale in the form of cash tax refunds.  
Approximately $10 million of proceeds from the asset sale has
been retained by Superior for liquidity and general corporate
purposes with the balance applied to permanent debt reduction.

Superior TeleCom Inc., is the largest North American wire and
cable manufacturer and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of wire and cable products with primary applications
in the communications and original equipment manufacturer
markets.  The company is a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls.  The Company's
Web site is at http://www.superioressex.com

Superior Telecom's September 30, 2002 balance sheet shows a
working capital deficit of close to $1 billion, and a total
shareholders' equity deficit of about $490 million.

                         *     *     *

In another news report, The Alpine Group, Inc. (OTC Bulletin
Board: ALPG.OB) announced that it has completed the purchase
from Superior TeleCom Inc., (OTC Bulletin Board: SRTO.OB) of
substantially all of the assets and business comprising
Superior's electrical wire business, 100% of the common stock of
DNE Systems, Inc., and a 47% equity interest in Superior Cables,
Ltd., for an aggregate purchase price of approximately $85
million in cash and a warrant to Superior to purchase 19.9%
of the common stock of the entity formed by Alpine to own and
operate the electrical wire business.

Mr. Steven S. Elbaum, Chairman and Chief Executive Officer of  
The Alpine Group, Inc., stated that "Alpine is pleased to have
completed the purchase and we are enthusiastic about the
prospects for rebuilding Alpine's business base, earnings and
cash flow.  The acquired businesses, whose revenues exceeded
$500 million in the last 12 months, offer Alpine a substantial
opportunity to create long term shareholder value.  The
electrical wire business, which will be operated under the name
Essex Electric, is one of the major U.S. producers of low
voltage electrical wire for residential, commercial and
industrial markets.  We will immediately launch an investment
plan to restructure, modernize and strengthen this business to
achieve substantial improvements in profitability and customer
service.  DNE Systems, Inc., is an outstanding, respected and
profitable manufacturer of multiplexers sold to the Department
of Defense and other communications and electronic products.  
Superior Cables, Ltd., is the largest Israeli-based producer of
a broad range of wire and cable products including medium and  
high voltage power cables and communications cables for sale in
Israel, Europe and North America."

The Alpine Group, Inc., headquartered in New Jersey, is a
holding company which owns approximately 48% of Superior TeleCom
Inc. (OTC Bulletin Board: SRTO), a North American wire and cable
manufacturer of a broad portfolio of products with primary
applications in the communications, and original equipment
manufacturer wire and cable markets, as well as 100% of Essex
Electric Inc., and DNE Systems, Inc., and 47% of Superior
Cables, Ltd. (Israel).


TXU CORP: Airs Disappointment with Moody's Rating Downgrades
------------------------------------------------------------
TXU (NYSE: TXU) noted the decision by Moody's Investors Service
to downgrade credit ratings at TXU Corp., and certain
subsidiaries. While TXU is disappointed with the action, the
company's subsidiaries maintain solid investment grade ratings.
The company has ample liquidity and continues to focus on solid
core operations and further strengthening of its credit. TXU
Corp.'s and its subsidiaries' credit ratings at Standard and
Poor's and Fitch Ratings are investment grade.

The credit rating changes do not significantly affect TXU's
operations, and TXU's customers will not be affected.

TXU has taken decisive steps to maintain strong liquidity and
maximize cash flow to further strengthen credit. In recent
months, TXU has:

     -- demonstrated a clear and complete path out of Europe,

     -- reduced the dividend and developmental capital
        expenditures significantly, retaining an incremental
        $850 million to $950 million of cash per year for debt
        reduction,

     -- negotiated an amendment to TXU Corp.'s $500 million bank
        loan excluding foreign subsidiaries from its cross-
        default provision,

     -- secured commitments for a $1 billion credit facility at
        Oncor,

     -- issued $750 million of TXU Energy exchangeable
        subordinated notes, and

     -- completed a public offering of 35 million shares of TXU
        common stock for $516 million.

These steps have positioned TXU well to maintain projected
liquidity of approximately $2 billion through 2004 and to
continue to use strong free cash flows to reduce debt and
strengthen credit. These actions also complement TXU's other
priorities of focusing on operational excellence and low risk
growth from solid core operations in North America and
Australia.

TXU is a major energy company with operations in North America
and Australia. TXU's energy business in North America is the
largest power generator and electricity retailer in Texas with
19,000 megawatts of competitive generation and 2.7 million
electric customers. TXU also has the largest electricity and
natural gas utilities in Texas, delivering over 100 million
megawatt hours of electricity and over 140 billion cubic feet of
natural gas annually. TXU's business in Australia includes both
electricity and natural gas delivery and energy operations with
1,280 megawatts of generation and almost 1 million electricity
and natural gas customers. TXU serves over five million
electricity and natural gas customers in North America and
Australia. Visit http://www.txu.comfor more information about  
TXU.


UNION ACCEPTANCE: First Investors to Buy Unit's Loan Portfolio
--------------------------------------------------------------
First Investors Financial Services (Nasdaq: FIFS) announced that
a partnership which includes First Investors and First National
Bank of Omaha had reached an agreement to acquire a $200 million
portfolio of installment loan receivables from UAFC-2
Corporation, a subsidiary of Union Acceptance Corporation. UAC
is currently operating as a debtor-in-possession under Chapter
11 of the Bankruptcy Code. The sale was approved by the United
States Bankruptcy Court, Indianapolis Division, on December 11,
2002, and is expected to close on December 18, 2002, subject to
the execution of definitive agreements. First Investors will own
a partnership interest in the acquiring entity and will also
perform loan servicing and collection activities on the
portfolio on behalf of the partnership.

First Investors indicated that it anticipates the transaction
will be accretive to net income and earnings per share as a
result of both servicing revenue and limited partnership
earnings. Earnings on its partnership interest will be dependent
upon residual cash flows generated by the portfolio after
servicing costs, principal and interest payments on the
acquisition debt, and credit losses. While First Investors
believes that the transaction will be accretive to previously
disclosed fiscal year 2003 earnings guidance, most of the
anticipated benefits to earnings will occur in fiscal year 2004
and beyond due to certain acquisition costs which will be
incurred during the third quarter of fiscal year 2003.

First Investors is a specialized consumer finance company
engaged in the purchase and retention of automobile finance
receivables originated from franchised automobile dealers and
directly through consumers from the sale of new and late-model
used vehicles. The Company is headquartered in Houston, Texas
and operates in 28 states.


UNIROYAL TECHNOLOGY: Taps Grubbs & Ellis as Real Estate Broker
--------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates wants
the U.S. Bankruptcy Court for the District of Delaware's
authority to retain Grubbs & Ellis as Real Estate Broker, nunc
pro tunc to the Petition Date.

The Debtors seek to retain Grubbs & Ellis as their exclusive
real estate broker for the closing of a sale of the Property
located in Port Clinton Ohio known as the Uniroyal Building 146,
Erie Industrial Park. Grubbs & Ellis was responsible for finding
the purchaser of the Property.  Because of Grubbs & Ellis'
experience and knowledge in the field of commercial real estate,
and particularly with respect to the Property, the Debtors
believe that Grubbs & Ellis is well qualified to perform the
brokerage services of it.

Grubbs & Ellis will be paid a 6% commission on the gross sales
price of the Property.  

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: Wants to Honor Prepetition Maintenance Claims
--------------------------------------------------------------
As of the Petition Date, UAL Corporation/United Airlines Inc.,
and affiliates debtors estimate they owe Outside Maintenance
Providers, Shippers, and Contractors approximately $36,000,000
for outstanding prepetition services provided.

Accordingly, the Debtors seek the Court's authority to pay these
prepetition claims in full satisfaction of any Liens or
Interests Outside Maintenance Providers, Shippers, and
Contractors might have against them.

The Debtors also ask Judge Wedoff to authorize and direct all
applicable banks and other financial institutions 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 subject to this motion, regardless of whether the
checks were presented or fund transfer requests were submitted
prior to or after the Petition Date.  It is provided, however,
that the funds are available to cover the checks and fund
transfers and all financial institutions are authorized to rely
on the Debtors' designation of any particular check as approved
by the Court.

                   Outside Maintenance Providers

James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the
Court that the Debtors are required to perform significant
maintenance and overhaul work to maintain their aircraft fleet
in accordance with the Federal Aviation Administration
regulations. Although they utilize their own employees to
perform much of the aircraft maintenance and repair work, the
Debtors also rely on Outside Maintenance Providers to perform a
significant portion of the aircraft, engine, and other equipment
maintenance and repair work.

The Debtors' Outside Maintenance Providers perform maintenance
and repair work pursuant to ongoing maintenance and service
contracts, primarily, engine repair contracts or pursuant to
purchase orders.  In addition, Outside Maintenance Providers
provide "on-call" maintenance and repair services at various
destinations enabling the Debtors to avoid maintaining complete
repair facilities and employee mechanics at every destination
city.  As part of their maintenance and repair work, the Outside
Maintenance Providers supply or sell certain aircraft component
parts, most of which are replacement parts.

The Debtors have well-developed, long-standing relationships
with their Outside Maintenance Providers, which enable them to
negotiate favorable pricing and trade credit terms.  The Debtors
fear that their failure to honor their prepetition obligations
to their Outside Maintenance Providers would jeopardize these
relationships resulting in higher costs for replacement
services. Because the market for Outside Maintenance Providers
with the size and expertise to service the Debtors is very
limited, it would be extremely difficult to replace the majority
of these providers with new providers on economically viable
terms.

Additionally, many of the Outside Maintenance Providers are
currently in the possession of aircraft, engines and other
equipment that are vital to the Debtors' operations.  The
Outside Maintenance Providers may be able to assert possessory
liens on this equipment.  They may also refuse to redeliver the
equipment to the Debtors unless they are paid the prepetition
amounts owed. The Debtors estimate that their outstanding
prepetition obligations owed to the Outside Maintenance
Providers is approximately $20,000,000.

The repair and maintenance services furnished by the Outside
Maintenance Providers could also give rise to a right to payment
secured by mechanics' liens, materialmen's, other similar liens,
or any other non-possessory lien on equipment, supplies and
goods of the Debtors.  Liens and Interests may be perfected
notwithstanding the automatic stay established by Section 362 of
the Bankruptcy Code.

Pursuant to Section 362(b)(3), the act of perfecting Liens and
Interests, to the extent consistent with Section 546(b), is
expressly excluded from the automatic stay otherwise established
by Section 362(a).  Under Section 546(b), a debtor's lien
avoidance powers "are subject to any generally applicable law
that . . . permits perfection of an interest in property to be
effective against an entity that acquires rights in such
property before the date of perfection . . ." 11 U.S.C. Section
546(b)(1)(A).

                           Shippers

An integral part of the Debtors' maintenance and repair
operations is the use of domestic and foreign commercial common
carriers, movers, shippers, freight forwarders/consolidators,
delivery services, customs brokers, shipping auditing services,
and other third-party services providers to ship, transport,
store, move through customs, and deliver goods and packages
through established national and international distribution
networks.

The Debtors rely extensively on the Shippers to transport parts,
goods, and packages to and from third parties.  The services
provided by the Shippers are critical to the Debtors' day-to-day
operations.  At any given time, there are numerous shipments en
route to or from Outside Maintenance Providers and, therefore,
Shippers are currently in possession of engines and other
equipment that are vital to the Debtors' operations.  Absent
payment, the Shippers might be capable of asserting possessory
liens against property that they hold in their possession.  They
might refuse to deliver or release the property to the Debtors
until they are paid the prepetition amounts owed.

In addition, the Debtors depend on the Shippers to transport
goods and packages -- Revenue Cargo -- that the Debtors ship on
behalf of third parties.  If the Debtors were not allowed to pay
Shippers for prepetition claims, the Shippers may assert and
perfect Liens and Interests against Revenue Cargo, and refuse to
deliver Revenue Cargo that is in transit.  Even if the Revenue
Cargo were merely delayed in reaching its destination, the
Debtors would fail to meet the needs of the Third Parties that
contract the Debtors to ship the Revenue Cargo.  As a result,
the Debtors could be subjected to claims by the third parties,
who would stop using the Debtors' shipping services, causing a
substantial loss of revenue.  Moreover, because the value of the
Revenue Cargo in transit would greatly exceed the prepetition
shipping claims on which a Shipper's Lien and Interest might
arise, if the Debtors were not given the authority to satisfy
Shippers' Liens and Interests, the Debtors' losses caused by
withheld Revenue Cargo would far outweigh the amount of the
claim secured by Shippers' Liens and Interests.  The Debtors
estimate that their outstanding prepetition obligations owed to
the Shippers reach $3,000,000.

                          Contractors

The Debtors also rely on contactors, subcontractors and
professional service firms to perform construction, maintenance
and repairs at their various facilities including hangars,
terminals, and gates.  If not paid for their prepetition
services, the Contractors may refuse to perform ongoing
construction, maintenance, or repair obligations.

Some of the projects for which the Contractors are currently
providing their services may be near completion.  Replacing
these Contractors and bringing the replacements up to speed
would likely cost more than an existing Contractor's prepetition
claim. In addition, without the Contractors' services, the
physical condition of certain facilities might deteriorate.  The
Debtors' failure to pay the Contractors for prepetition goods
and services may result in the Contractors having a right to
assert a valid statutory, mechanic's, or possessory lien on
certain of the Debtors' facilities.  The Debtors estimate that
their outstanding prepetition obligations owed to the
Contractors is approximately $13,000,000.

             Proposed Conditions to Receive Payment

To avoid undue delay and to facilitate the continued operation
of their businesses, the maintenance and repair of their
aircraft and other equipment, gates, terminals, and hangars, and
the completion of ongoing construction projects, the Debtors
seek the Court's immediate authority to pay and discharge, on a
case-by-case basis, the claims of all Outside Maintenance
Providers, Shippers, and Contractors that have given or could
give rise to Liens and Interests against their property,
regardless of whether the Outside Maintenance Providers,
Shippers, or Contractors already have perfected their Liens and
Interests.

However, the Debtors will not pay a Claim unless the Outside
Maintenance Provider, Shipper, or Contractor has perfected or is
presently capable of perfecting or will be capable of perfecting
in the future Liens and Interests -- that are not subject to
avoidance -- giving rise to the Claim.  Also, the payment of the
Claim will be made with a full reservation of rights for the
extent, validity, perfection or possible avoidance of any Liens
and Interests.  The Outside Maintenance Provider, Shipper, or
Contractor must agree to promptly release any Liens and
Interests on payment of the Claim.

Mr. Sprayregen notes that although it is difficult for them to
estimate the amount of prepetition Liens and Interests that may
arise from their prepetition repair, maintenance, construction,
and shipping needs, the Debtors believe, based on prepetition
activities and needs, that payment of a majority of the Lien
Claim Amount may be necessary to resolve the Liens and
Interests.

In exchange for their payment of a Claim, the Debtors propose
that an Outside Maintenance Provider, Shipper, or Contractor
must agree to continue to provide goods and services to the
Debtors postpetition on ordinary and customary terms, and to
promptly release any Liens and Interests on payment of their
Claim.  Additionally, if any Outside Maintenance Provider,
Shipper, or Contractor that accepts payment but does not
continue to provide goods and services on Customary Terms during
the pendency of these Chapter 11 cases, then:

  (a) any payment on a prepetition claim received by this
      Outside Maintenance Provider, Shipper, or Contractor will
      be deemed to be an improper postpetition transfer and,
      recoverable by the Debtors in cash on written request; and

  (b) upon recovery by the Debtors, any prepetition claim of the
      Outside Maintenance Provider, Shipper, or Contractor will
      be reinstated as if the payment had not been made.

To ensure that any Outside Maintenance Provider, Shipper, or
Contractor holding a Liens or Interests will transact business
with the Debtors on Customary Terms, in exchange for the
Debtors' satisfaction of any of the party's Liens or Interests,
the party whose Lien or Interest is satisfied will be required,
in the Debtors' discretion, to sign a letter agreeing to these
terms. Pursuant to the Customary Terms Agreement, Outside
Maintenance Providers, Shippers, and Contractors agree to
continue to provide goods and services to the Debtors based on
Customary Terms. (United Airlines Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

United Airlines' 10.67% bonds due 2004 (UAL04USR1) are trading
at about 13 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


UNITED AIRLINES: SkyWest Discloses $13.5MM Prepetition Exposure
---------------------------------------------------------------
SkyWest, Inc., (Nasdaq: SKYWE) addressed the following issues
associated with the bankruptcy filing by United Airlines and
other industry developments.

SkyWest estimates that as of December 9, 2002, the date of
United's bankruptcy filing, it was owed approximately $13.5
million for United Express services rendered prior to the
filing. It is SkyWest's understanding that United has received
approval from the U.S. Bankruptcy Court authorizing, but not
requiring, United to honor pre-petition obligations to its
United Express carriers. SkyWest believes that, if these pre-
petition amounts are not paid by United, SkyWest may offset
amounts owed to United for pre-petition services totaling
approximately $4.1 million. Therefore, SkyWest estimates its net
exposure to United for pre-petition amounts is approximately
$9.4 million. With respect to United Express services rendered
subsequent to United's filing, it is SkyWest's understanding
that its agreements with United will be honored during the
pendency of the bankruptcy proceeding, and payments will be due
at the times set forth in SkyWest's existing United Express
agreement. Consistent with that understanding, SkyWest reported
that it received payment from United on December 13, 2002, for
United Express service rendered subsequent to the United
bankruptcy filing.

"United's filing illustrates the tremendous challenges our
industry faces," said Jerry C. Atkin, SkyWest's President and
Chief Executive Officer. "Our major airline partners, and the
airline industry in general, are dealing with lower revenues
from fewer passengers traveling, and those who are traveling are
paying lower ticket prices," Atkin continued.

In light of United's filing and other industry developments,
SkyWest also cautioned investors that its financial performance
will be less predictable and will be negatively impacted as the
industry experiences significant restructuring. "We are
targeting aggressive cost-reduction alternatives with the help
of our employees and intend to pass a substantial amount of the
anticipated cost reductions on to our major partners in rate
reductions for 2003 and beyond," said Bradford R. Rich,
SkyWest's Executive Vice President and Chief Financial Officer.
"Although all aspects of our rate agreements with Delta and
United have not been finalized, and may not be finalized for
some time, it is likely that our margins will be lower and less
predictable going forward," said Rich.

At the same time, Rich noted that industry pressures may produce
additional opportunities for SkyWest. "Both Delta and United
have stated the importance of smaller aircraft serving smaller
markets into their larger networks as being very important in
these challenging times. We continue to believe that we will
take delivery of 36 net new aircraft, subject to our ability to
obtain financing, during 2003. We presently anticipate that 28
of these aircraft will be placed in United Express service and
eight will be flown on Delta Connection routes. If delivered,
these aircraft will increase our available seat miles by
approximately 40%."

Atkin concluded, "notwithstanding the current challenges of our
industry, SkyWest is committed to delivering the highest level
of service to our customers at competitive prices, pursuing
additional market opportunities and providing a competitive
return to our shareholders. Over the past 30 years, we have
built a reputation for outstanding performance and exceptional
service. We remain dedicated to the pursuit of these
objectives."

SkyWest Airlines is the nation's largest independently operated
regional carrier and recently celebrated its 30-Year
anniversary. In January 2002, SkyWest was named Regional Airline
of the Year by Air Transport World. SkyWest Airlines operates as
United Express and Delta Connection under marketing agreements
with United Airlines and Delta Air Lines, respectively. SkyWest
serves 90 cities with more that 1,000 daily flights in the
United States and Canada. More information on SkyWest can be
accessed at http://www.skywest.com


UNIVIEW TECHNOLOGIES: Will Wind Down All Remaining Operations
-------------------------------------------------------------
uniView Technologies Corporation (OTCBB:UVEW) plans to wind down
its remaining operations, consisting of its uniView Softgen and
its Products Group divisions. The company previously reported
that it would wind down its Network America operations. The
company has received resignations from its outside directors and
general counsel. The company has also laid off all employees and
officers. Some former employees may act in a consulting role to
facilitate an orderly process, as well as the CEO who will be
the sole director.

"The financial position of the company, as well as the general
business outlook for the upcoming year prompted immediate action
to protect the company's assets," stated Patrick A. Custer, CEO
of uniView Technologies. "An evaluation process is currently
underway and a plan of action will be formulated within the next
couple of weeks. It is our desire to maximize the value of the
remaining assets for the benefit of creditors and shareholders.
It is regrettable that this action has become necessary and we
wish to express our appreciation for the support of our former
employees, directors, and shareholders through the years, some
of whom have been with us from the beginning."

Dallas-based uniView Technologies Corporation offered enhanced
digital media solutions to customers worldwide. Its products are
capable of delivering the highest quality video, audio and
gaming features through broadband networks. In addition, uniView
provided companies with enterprise customer service solutions
through CIMphony(TM), a suite of computer telephony integration
software products and services. CIMphony allows contact centers
to customize and incorporate voice, data and Internet
communications into their customer interactions.

More information on this company can be found on eWorldWire's
Online Newsroom at
http://www.eworldwire.com/headlines/majornewswire/uniview.htm


US AIRWAYS: Continental Airlines Demand Timely Lease Performance
----------------------------------------------------------------
Steven M. Abramowitz, Esq., at Vinson & Elkins, tells Judge
Stephen S. Mitchell that US Airways Group Inc., and its debtor-
affiliates have defaulted on their postpetition obligations to
pay rent under the LaGuardia Airport facility lease Continental
Airlines.

Mr. Abramowitz relates that the Debtors were required to make a
$15,849,284 Facility Rental payment on December 1, 2002 --
$8,594,284 in Bond Interest and $7,255,000 of Principal.

On November 27, the Debtors' lawyers informed Continental
Airlines' counsel that the Debtors would make a Partial Payment
to the Bond Trustee for $7,672,565 on December 2, 2002.
According to Mr. Abramowitz, this Partial Payment was calculated
(i) by prorating the interest component of $8,594,284 for 113
days (the number of days in chapter 11 through and including
December 1, 2002) out of 180 days and (ii) by prorating the
December Required Bond Principal Payment of $7,255,000 for 113
days out of 360 days.

Mr. Abramowitz stresses that until the Debtors decide whether to
assume or reject the Facility Lease, they are receiving all the
benefits from the Terminal at LaGuardia Airport without paying
the full costs of that occupancy, including the full amount of
rent that is due during the postpetition period.

That the rental amount is calculated by reference to interest
and principal on bonds issued by a nondebtor should not change
the treatment of the rental as a lease obligation arising from
and after the Petition Date. In addition, the Debtors' decision
to unilaterally prorate portions of the rent that are equal to
interest and principal on the Bonds over differing time periods
-- notwithstanding the clear requirement that the full amount be
paid on November 26, 2002 -- provides uncertainty to the rights
of other parties that are obligated under the Facility Lease,
including Continental.

According to Mr. Abramowitz, those are circumstances that
Congress intended to avoid by enacting Section 365(d)(3) in
1984. Section 365(d)(3) requires that the Debtors make their
full Facility Rental payment that was due on November 26, 2002.
Even if this Court were to adopt the "accrual method" of
ascertaining the nature of the Section 365(d)(3) obligation,
accrual is only appropriate for payments that are clearly
susceptible to proration over time, like real estate taxes. The
arbitrary nature of the proration implemented by the Debtors
here is improper, and the Debtors should be required to make the
full payment of Facility Rental that was required on November
26, 2002.

Mr. Abramowitz admits that the law is somewhat unsettled on
whether Section 365(d)(3) of the Bankruptcy Code requires that
the debtor perform in full all obligations that come due under
the terms of the lease after the petition date, called the
billing method, or whether debtors are permitted to prorate
between prepetition and postpetition periods, called the accrual
method.

Even if the Court were to hold that the accrual method was
applicable, Mr. Abramowitz argues, the payments should not be
subject to proration.  Under the Facility Lease, US Airways was
required to make the $15,849,284 Facility Rental payment in full
when due in order to enable the Bond Trustee to make the
required debt service payable on the Bonds.  These lease
payments were fixed in amount and timing at the inception of the
Lease Supplement, which was entered into concurrently with the
issuance of the Bonds in June 1990.

Payment of the Facility Rental does not provide the debtors with
a prorata or any other ownership interest in the Terminal (title
of which always remains with the landlord Port Authority) and
the Debtors are required to make all payments called for under
the Facility Lease as long as they are a tenant.

Unlike items such as real estate taxes and common area charges
which can perhaps be characterized as accruing over time on a
daily basis, the November 26, 2002 Facility Rental payment
represents an obligation that can only be characterized as
arising from and after the Petition Date. Notwithstanding that
the rent payable by the Debtors under the Facility Lease was
determined by reference to the required debt service payable by
the Port Authority on the Bonds, the obligations are clearly
rent within the meaning of Section 365(d)(3).

While the Debtors appear to have prorated the interest component
of the rent based on the theory that interest accrues evenly
over time, there is no principled basis for prorating a fixed
principal amortization payment over 360 days -- or any other
period. By its very nature, principal is payable on the promised
date, and any attempt to accrue a fixed rental payment
equivalent to principal between pre and post petition periods is
arbitrary and provides the debtor with unfair leverage that is
contrary to the language and spirit of Section 365(d)(3).

The Bank of New York, as Bond Trustee, offers up its own request
to the Court.

Bradley R. Duncan, Esq., at Hunton & Williams in McLean,
Virginia, tells Judge Mitchell that pursuant to Section 3.1(F)
of the Trust Administration Agreement and Section 87(e) of the
Supplement, the Debtor is obligated to pay Bank of New York,
serving as the Bond Trustee, for Debt Service no later than five
days prior to the date on which the Bond Trustee is obligated to
pay Debt Service to the Bondholders.  Also, the Debtor is
obligated, pursuant to the Trust Administration Agreement, to
pay the Bond Trustee reasonable compensation for extraordinary
services and to reimburse the Bond Trustee for reasonable
expenses, including attorneys' fees, including the Bond
Trustee's attorneys' fees and expenses for this Motion.

The Bond Trustee was obligated to pay $15,849,284 in Debt
Service to the Bondholders on December 2, 2002.  Repeating
Continental Airlines' account of the facts, Mr. Duncan says that
the Debtors were obligated to pay $15,849,284 to the Bond
Trustee by November 26, 2002.  The Debtors paid nothing to the
Bond Trustee prior to or on November 26, 2002.  By letter dated
November 14, 2002, the Bond Trustee notified the Debtors that
$15,849,284 was due on or before December 2, 2002.

On December 2, 2002, the Debtors delivered to the Bond Trustee
by wire transfer $7,672,565.  This figure represents the
Debtor's calculation of that portion of the Debt Service payment
amount accrued during the period since the Petition Date.  After
the Bond Trustee's receipt of the payment, the amount on deposit
in the Bond Fund was equal to $7,693,840.  This amount was
insufficient to pay the Debt Service to the Bondholders on
December 2, 2002.

Shortly before this Motion was filed, Continental Airlines
delivered to the Bond Trustee by wire transfer $8,155,444,
representing the difference between the amount on deposit in the
Bond Fund as of December 2, 2002, and the amount of Debt Service
required to be paid by the Bond Trustee to the Bondholders on
December 2, 2002.

Notwithstanding the payment by Continental, the Bond Trustee
seeks relief from the automatic stay to debit the Debt Service
Fund in order to ensure that it is able to protect the interests
of the Bondholders, given the complexity of the underlying
financing and the differing rights and duties of the Debtor and
Continental.

Mr. Duncan argues that despite the Debtor's and Continental's
payments on December 2, it is conceivable that issues relating
to these payments may arise in the future, and the Bond Trustee
requires a present confirmation from the Court that it will be
able to debit the Debt Service Fund should the resolution of any
issues require that it protect the interests of the Bondholders.

Permitting the Bond Trustee this relief will prevent an
acceleration of the Bonds or a need to seek expedited relief in
the future. The only interest of the Debtor in the Debt Service
Fund is the right to receive any balance remaining in the Debt
Service Fund after the Bonds are redeemed, retired or refunded.

Although the Bond Trustee does not concede that the funds in the
Debt Service Fund are property of the Debtor's bankruptcy
estate, the Bond Trust has determined, out of an abundance of
caution, to pursue relief from the automatic stay before it
debits the Debt Service Reserve Fund. If the Bond Trustee is
unable to debit the Debt Service Fund in a timely fashion,
including, possibly, at a time prior to a future date upon which
it would be unable to obtain expedited relief, the Bond Trustee
may be compelled to accelerate the Bonds under Section 10 of the
Trust Indenture.

Mr. Duncan argues that cause exists in this case to lift the
automatic stay under Section 365(d)(2).  If the Bond Trustee is
unable to make a timely Debt Service payment to the Bondholders
out of funds immediately available to it, including through a
debit of the Debt Service Fund, then it may have no choice but
to accelerate the entire $202,000,000 indebtedness outstanding
under the Bonds.

USAir would not be entitled to any of the funds until the
respective maturity dates of the Bonds of 2006, 2010 and 2015
absent a default and an acceleration of the Bonds prior to their
maturity dates.  It is unlikely that the amount of the funds in
the Debt Service Fund would exceed the amount necessary to
redeem, retire or refund the Bonds.

BNY asks for an Order modifying the stay to allow it to exercise
its rights under the Trust Administration Agreement.  BNY also
asks for reimbursement of its attorneys' fees and expenses. (US
Airways Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Obtains Eighth Exclusive Period Extensions
---------------------------------------------------------------
On December 3, 2002, Judge Bodoh approved another Agreed Order
signed by:

    -- Scott N. Opincar, Esq., at Calfee Halter & Griswold, on
       Wheeling-Pittsburgh Steel Corp.'s behalf,

    -- Lee D. Powar, Esq. and Julie K. Zurn, Esq., on the
       Official Noteholders' Committee's behalf, and

    -- Marc E. Richards, Esq., and Edward J. LoBello, Esq., on
       the Official Committee of Unsecured Trade Creditors'
       behalf.

The parties agree to extend the Debtors' exclusive period to
file a plan of reorganization until December 23, 2002, and the
Debtors' exclusive period to solicit acceptances of that plan
until February 21, 2003. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILSON N. JONES: Fitch Ratchets Hospital Bond Rating Down to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' the rating on
the outstanding $46,300,000 Metro Health Facilities Development
Corp., (Sherman, TX) hospital revenue bonds, series 2001. Fitch
does not rate the series 1993 ($41 million outstanding), which
are insured by Ambac (rated 'AAA' by Fitch). The Rating Outlook
has been revised to Negative.

The rating downgrade to 'BB+' and Negative Outlook reflects
Wilson N. Jones Regional Health System's weak balance sheet,
negative operating performance through the nine months-ended
Sept. 30, 2002, and high debt burden. WNJ's unrestricted cash
and investments totaled $7.2 million (21 days cash on hand) at
Sept. 30, 2002, which was much lower than the $20.5 million (95
days cash on hand) reported at fiscal year-end 1999. This sharp
decline is directly related to inefficient receivables
management (134 days in accounts receivables) and the unexpected
use of cash reserves for property, plant, and equipment,
particularly, the completion of a $19.5 million medical office
building. However, management has informed Fitch that short-term
collections have improved, with the assistance of various
consultants, and liquid reserves have increased by more than $4
million. WNJ's operating and excess margins were negative 1.1%
and negative 0.4%, respectively, through the nine month interim
period. The negative performance can be attributed to increased
usage of contract labor, specifically agency nurses, and rising
bad debts, which represents 14% of total revenues. Given the
high aging of receivables, Fitch expects additional bad debt
write-offs over the near-term. WNJ's negative operating
performance has depressed cash flow and caused leverage
indicators to weaken. Through Sept. 30, 2002, maximum annual
debt service coverage was 1.5 times, cash to debt was very low
at 8%, and debt to EBIDA was high at 8.0x.

Although WNJ's performance has recently declined, Fitch believes
management has taken necessary actions that should stabilize
operations and eventually improve financial indicators. Since
Nov. 1, 2002, WNJ has cut nearly all contract labor and expects
to save approximately $0.5 million per month. Additionally,
Fitch believes WNJ's actions to improve revenue cycle and
receivables management should lead to increased cash flow.
Furthermore, management expects to monetize the recently
constructed MOB, which would add approximately $10-$15 million
in unrestricted cash to WNJ's balance sheet. Positive volume
trends are viewed as a credit strength and WNJ boasts
approximately 60% market share compared to Texoma Medical
Center's 29%.

The Negative Outlook reflects Fitch belief that additional bad
debt write-offs could occur in the near-term and that the
restoration of the balance sheet to the level of previous years
will take considerable time. Management still faces numerous
obstacles to fully turnaround operations, and if the projected
improvements are not realized or financial indicators continue
to fall then further negative rating pressure may be placed on
the credit.

Located in Sherman, TX (65 miles north of Dallas), WNJ is a
small hospital system that operates 285 beds at two medical
centers. WNJ had $151 million in total operating revenue in FY
2001. WNJ covenants to provide quarterly disclosure to
bondholders, which Fitch views favorably.


WORLDCOM INC: Wants to Pull Plug on North Pacific Cable Pacts
-------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that many large telecommunications
companies in the world are parties to the North Pacific Cable
Construction and Maintenance Agreement dated February 2, 1989,
as supplemented.  Pursuant to the C&M Agreement, the parties
built the North Pacific Cable, a fiber-optic cable originating
in Japan connecting to the U.S. in Alaska and Oregon to provide
a direct telecommunications link between the United States and
Japan.

Due to legal restrictions in the U.S. and Japan, the Consortium
Members jointly own the submarine cable -- i.e. the undersea
section, but do not jointly own the "terrestrial" sections of
NPC -- i.e. the section which connects the submarine cable's
beachfront landing point to the Consortium's telecommunications
networks located at the Interface Points.  The Consortium
includes, among others, AT&T, British Telecom, Deutsche Telekom,
Sprint, and various telecommunications authorities and entities
from Japan, Korea, Singapore, the Philippines, Canada,
Switzerland, Brazil, Italy, Hong Kong, Norway, and Belgium.

Ms. Goldstein relates that the C&M Agreement provides for the
allocation among the Members of the initial construction costs
and ongoing maintenance obligations in respect of the submarine
section of NPC.  To coordinate service, operation and
maintenance issues in connection with NPC, the terms of the C&M
Agreement provide for a management committee.  Each Member has
voting rights on the MC based on the Member's ownership interest
in NPC. Maintenance costs for NPC are divided among the Members
based on these ownership interests.  Generally, ownership
interests are commensurate with a Member's anticipated fiber
capacity needs.

In the event a Member determines that it requires additional
capacity to handle its customers' telecommunications traffic
across NPC, Ms. Goldstein explains that the capacity may be
purchased from another Member of the Consortium through
agreements known as indefeasible rights of use.  A Submarine IRU
represents a transfer of interest in the "selling" Member's
"capacity" interest in the submarine section of NPC, but not the
ownership interest in NPC.  Accordingly, the selling Member's
maintenance costs associated with its ownership interest are not
reduced, but these costs are reimbursed by the counter-party to
the Submarine IRU.

As Members do not own the terrestrial sections of NPC, Ms.
Goldstein explains that access to NPC's terrestrial sections
connecting the Landing Points to the Interface Points is
purchased through agreements commonly known as "Backhaul
Agreements."  Backhaul refers to the fiber-optic transmission
cables and related equipment linking the undersea cable from the
beachfront Landing Points to the Interface Points' transmission
centers.  There are two forms of NPC Backhaul Agreements, via
ownership of fiber capacity or IRUs and short-term leases of
fiber capacity.

Since the Petition Date, Worldcom Inc., and its debtor-
affiliates have reviewed their network strategy and operating
capacity, which is an ongoing, integral component of the
Debtors' long-range business plan.  In connection therewith, the
Debtors determined that they do not require access to NPC.  
Although NPC represented an important network route immediately
following its construction, Ms. Goldstein contends that its
utility has significantly diminished with the advent of other
more advanced and cost-effective technology.  In determining to
terminate its access to NPC, the Debtors considered, network
needs, overcapacity, costs and other inefficiencies, as well as
the Debtors' ability to move traffic to alternative network
sources in a more cost-effective manner.

In view of these factors, pursuant to Sections 365(a) and 554(a)
of the Bankruptcy Code and Rule 6006 of the Federal Rules of
Bankruptcy Procedure, the Debtors seek the Court's authority to
reject the NPC Agreements and abandon their ownership interests
in NPC.

Ms. Goldstein reports that the Debtors currently only have one
customer on NPC, and that customer will no longer utilize NPC by
the end of December 2002.  The maintenance costs associated with
the NPC under the C&M Agreement and the IRUs reach $300,000 per
month while the lease costs in respect of Backhaul Leases equal
to $45,800 per month.  By rejecting the NPC Agreements, the
Debtors will save the estates $3,682,000 in administrative
expenses per annum.  In addition, the Debtors will terminate
their NPC costs for future years, including any costs in
connection with dismantling NPC.  The Debtors have reviewed the
NPC Agreements and determined that there is likely no market for
the assignment of the NPC Agreements.  For these reasons, the
NPC Agreements should be rejected effective January 1, 2003.

Due to the collapse of the telecommunications industry, as
evidenced by the numerous Chapter 11 filings in recent years,
Ms. Goldstein believes that the market for network capacity is
currently oversaturated.  Moreover, in light of technologically
superior and more cost-effective means of network transmission,
NPC is of no value to the Debtors or any other party.  Most
likely, there is no market for the sale of the Debtors'
interests in NPC.  Telecommunications service and capacity of
the type acquired pursuant to the NPC Agreements may be leased
for 20% of the maintenance costs currently being paid by the
Debtors under the NPC Agreements. (Worldcom Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***