TCR_Public/021219.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 19, 2002, Vol. 6, No. 251    

                          Headlines

360NETWORKS: Selling Dark Fiber & Network Capacity to Videotron
A NOVO BROADBAND: Files for Chapter 11 Protection in Delaware
A NOVO BROADBAND: Case Summary & 20 Largest Unsecured Creditors
AAMES FINANCIAL: Completes Exchange Offer for Junk-Rated Bonds
ADELPHIA COMMS: Seeks Further Lease Decision Period Extension

AIR CANADA: S&P Downgrades Ratings over Reduced Asset Protection
AMERICAN SKIING: Appoints Betsy Wallace Chief Financial Officer
ANC RENTAL: Court Okays Site Consulting as Florida Broker
ASSOCIATED ESTATES: Will Pay Quarterly Share Dividend on Feb. 1
AVADO BRANDS: S&P Drops Corporate Credit Rating to Default Level

BAYOU STEEL: Fails to Make Interest Payment on 9-1/2% Sr. Notes
BROADWING INC: Receives Conditional $200MM Financing Commitment
BURLINGTON INDUSTRIES: Hires Ivins Phillips as Special Counsel
CALL-NET ENTERPRISES: S&P Ratchets Ratings Down a Notch to B
CBR BREWING: External Accountants Express Going Concern Doubt

CCC GLOBALCOM: Auditors Doubt Ability to Continue Operations
CELL ROBOTICS: Needs to Turn a Profit to Continue Operations
CHILDTIME LEARNING: Elects Benjamin Jacobson as New Board Chair
CHRISTIANA CARE: A.M. Best Assigns B++ Financial Strength Rating
COMMUNICATION DYNAMICS: Taps Hilco to Liquidate Amherst Assets

CONSECO INC: Files for Chapter 11 Protection in Chicago
CONSECO FINANCE: Inks Pact to Sell Assets to CFN Investment
CONSECO: Chapter 11 Petition Summary
CONSECO: Holding Companies' 30-Largest Unsecured Creditors
CONSECO: Conseco Finance Debtors' 40-Largest Unsecured Creditors

COVANTA CONCERTS: Case Summary & 20 Largest Unsecured Creditors
COVANTA ENERGY: Asks Court to Approve Two Unwind Agreements
CUMMINS INC: Names Jean Blackwell as New Chief of Staff and CFO
DATATRAK INT'L: Fails to Comply with Nasdaq Listing Requirements
DELIA*S CORP: Third Quarter Net Loss Balloons to $11 Million

DOBSON COMMS: S&P Ratchets Corp. Credit Rating Down a Notch to B
DRS TECH: S&P Revises Outlook to Positive After $115M Stock Sale
DYNEGY: Sells Global Liquids Trading Business to Transammonia
EMPLOYERS SECURITY: S&P Junks Fin'l Strength Rating at CCCpi
ENCOMPASS SERVICES: Wants to Hire Ordinary Course Professionals

ENERGY CORP: S&P Junks Corporate Credit and Sub. Debt Ratings
ENRON: Court Approves Settlement Pact between ENA and XTO Energy
ENRON CORP: ENA Selling Coal-Related Assets to Cline for $13MM
ENVIRONMENTAL OIL: Case Summary & 20 Largest Unsecured Creditors
EXODUS COMMS: Has Until Feb. 14 to Challenge Disputed Claims

FAIRFAX: A.M. Best Puts B++ Fin'l Strength Ratings Under Review
FAIRFAX FIN'L: Fitch Takes Downgrade Actions on Debt Ratings
FAO INC: Wooing Wells Fargo to Relax Covenants Under Credit Pact
FMC CORP: Appoints D'Aloia and Greer to Board of Directors
FOCAL COMMS: Commences Trading on OTCBB Effective December 18

GENUITY INC: Look for Schedules and Statements by February 10
GIANT INDUSTRIES: Financial Profile Deterioration Concerns S&P
GOLDEN NORTHWEST: S&P Drops Rating to D over Missed Payment
HALLIBURTON: Completes Sale of ShawCor Shares for $64 Million
HAYES LEMMERZ: Court Okays Deloitte & Touche as Tax Consultant

ILLINOIS POWER: Commences $550 Million Mortgage Bond Offering
INSILCO HOLDING: Receives Court Approval of 'First-Day' Motions
INTEGRATED TELECOM: US Trustee Appoints Creditors Committee
IRON MOUNTAIN: S&P Assigns B Rating to Proposed $100MM Sr. Notes
IRON MOUNTAIN: Facing $5-Million Suit Filed by Cozen O'Connor

KAISER ALUMINUM: Court Approves 2 Oxnard Workers Shutdown Pacts
KEY3MEDIA: Interest Nonpayment Spurs S&P to Drop Ratings to D
KLEENER KING: Case Summary & 6 Largest Unsecured Creditors
LEVEL 8 SYSTEMS: Commences Nasdaq SmallCap Trading Today
LTV: Court Approves LTV Steel's Proposed Prosecution Thresholds

LUBY'S INC: First Quarter 2003 Results Show Improvement
MAPLEWOODS SHOPPING: Chap. 11 Case Summary & Largest Creditors
MICRON TECHNOLOGY: Reports Improved Results for 1st Quarter 2003
MID OCEAN: Fitch Slashes Rating on Class B-1 Notes to B
MJ DESIGNS: Case Summary & 20 Largest Unsecured Creditors

MOSAIC GROUP: Files for Chapter 11 Reorganization in Dallas, TX
NATIONSRENT INC: Enters into Financing Agreement with Banc One
ORGANOGENESIS: Committee Looks to Deloitte for Financial Advice
OWENS CORNING: Commences Trading on OTCBB Effective Today
OWENS CORNING: Enters Stipulation Resolving Valspar's Claims

PACIFIC GAS: Court Says CPUC Alternative Plan Feasible & Legal
POLYONE CORP: Expects a Seasonally Weak Fourth Quarter 2002
RENAISSANCE ENTERTAINMENT: Auditors Express Going Concern Doubt
RURAL/METRO: Sets Annual Shareholders' Meeting for March 3, 2003
RURAL CELLULAR: Nasdaq Knocks-Off Shares Effective December 18

SONIC FOUNDRY: Fourth Quarter Revenues Slide-Up 19% to $6.4 Mil.
SOTHEBY'S: Agrees to Sell & Lease Back Headquarters for $175MM
SWIFTY SERVE: Wants to Surcharge CIT Group's Collateral
SYMBOLLON PHARMACEUTICALS: Falls Below Nasdaq Listing Standards
TERADYNE INC: Profitability Concerns Spur S&P's B+ Credit Rating

TITANIUM METALS: Appoints Paul Zucconi to Board of Directors
TRINITY INDUSTRIES: Selling Railcar Repair Business To Rescar
UNION ACCEPTANCE: Reaches Pact to Sell $200 Mill. of Receivables
UNITED AIRLINES: Employee-Shareholder Trust Can't Dump Shares
UNITED AIRLINES: Reiterates Commitment to Reach Labor Agreements

UNITED AIRLINES: Honoring Prepetition Employee Obligations
US AIRWAYS: Wants Nod to Examine EDS Corp. Under Rule 2004
U.S. TIMBERLANDS: Commences Trading on OTCBB Effective Dec. 18
VIASYSTEMS GROUP: Court Okays Schulte Roth as Conflict Counsel
WARREN ELECTRIC: Wants to Continue McCloskey's Engagement

WHEELING-PITTSBURGH: Court Okays Financing Pact with Cananwill
WORLDCOM: Board Members Offer Resignation to Chairman Capellas
WORLDCOM INC: Seeks Approval to Enter into Pentagon City Lease

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Selling Dark Fiber & Network Capacity to Videotron
---------------------------------------------------------------
360networks Corporation, a leading provider of data
telecommunications services, has signed a contract with
Montreal-based Videotron Telecom Ltd., for the sale of dark
fiber and the lease of network capacity. This new contract is
one of several to be finalized since 360networks emerged from
its restructuring in November of this year.

VTL will use the dark fiber and the network capacity to further
enhance its network in Ontario, Quebec and cross-border routes
to the United States. The sale will add approximately 1,200
kilometers of fiber optic network to VTL's route footprint. "VTL
is pleased to announce this multiple-services deal with
360networks," said VTL's chief executive officer, Eugene
Marquis. "360networks was able to provide and provision the
products and services we needed in a timely manner."

"We are excited to partner with VTL and to announce another
customer win for 360networks," said Jimmy Byrd, 360networks
president and chief operating officer. "The decision to choose
360networks for network services by yet another leading Canadian
telecommunications provider is further evidence of the value
360networks brings to its customers."

360networks offers telecommunications services and network
infrastructure in North America to telecommunications and data
communications companies. The company's optical mesh fiber
network is one of the largest and most advanced on the
continent, spanning approximately 25,000 miles (40,000
kilometers) and connecting 48 major cities in Canada and the
United States.

Videotron Telecom Ltd., owned by major shareholders Quebecor
Media Inc., and US-based Carlyle Group, is a state-of-the-art
business telecommunications provider delivering robust, high-
quality services to large and medium-sized businesses -
including Internet Service Providers, Application Service
Providers and broadcasters - and to government institutions. VTL
offers customers a complete portfolio of network solutions and
Internet, local and long-distance telephony and studio-quality
audio/video services. VTL's 10,000 km-plus fibre-optic network
is accessible to over 80% of businesses in the metropolitan
areas of Ontario and Quebec. VTL, established in 1989, employs
more than 550 people.


A NOVO BROADBAND: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------------
A Novo Broadband, Inc., (OTCBB:ANVB) has filed in Federal
Bankruptcy Court in Delaware later for protection under Chapter
11 of the Bankruptcy Code.

The Company repairs digital cable modems and TV set-top boxes on
an industrial scale for equipment manufacturers and cable system
operators, including Motorola and Comcast.

Bill Kelly, the Company's chief executive officer, said the
Company expects to continue to operate efficiently and without
interruption under the protection of the Bankruptcy Court. He
said the Company did not expect revenues to be materially
affected by the filing.

The filing was intended primarily to relieve liquidity pressure
caused by the recent termination of the Company's bank line,
which had been its primary source of working capital. The
Company was in default under the bank line because of its
failure to meet a financial covenant relating to tangible net
worth.

The default arose primarily because of losses and write-downs in
the last quarter of its September 30 fiscal year. The Company
has not yet reported its results for the quarter and the year.

Kelly said that the filing would also enable the Company to
extricate itself from certain unproductive contracts, which
should sharply reduce monthly cash outflows.

Kelly said, "Our business is sound and growing and producing
cash. Our repair revenue has more than doubled in the past year,
but we've suffered some growing pains and we're just now getting
this growth under control. Unfortunately, in the meantime, we
ran short of cash. That's primarily because we over expanded
capacity in some areas and we wound up being burdened by
expenses and obligations that don't relate to our ongoing
business. Frankly, we need a little breathing space to
straighten these things out."

According to Kelly, the Company is optimistic that it will be
able to obtain new financing that will allow it to emerge from
Chapter 11 protection in the very near future. Kelly said the
Company was already in discussions with its bank lender and
prospective investors.


A NOVO BROADBAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A Novo Broadband, Inc.
        196 Quigley Boulevard
        New Castle, Delaware 19720
        aka Cable Link, Inc.
        aka Broadband, Inc.

Bankruptcy Case No.: 02-13708

Type of Business: The Debtor is engaged primarily in the repair
                  and servicing of broadband equipment for
                  equipment manufacturers and operators of
                  cable and other broadband systems in North
                  America.

Chapter 11 Petition Date: December 18, 2002

Court: District of Delaware

Debtor's Counsel: Brendan Linehan Shannon, Esq.
                  M. Blake Cleary, 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

Total Assets: $12,356,533

Total Debts: $10,577,977

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Worldwide Digital           Trade Debt                $473,857
PO Box 503970
St. Louis, MO 63150-3970
Tel: 1-800-227-0450
Fax: 1-518-382-8166

Fed Ex Freight              Services                  $159,442

TRC Staffing Services       Personnel                 $111,048

Kronish Lieb Weiner &       Services                  $104,580
Hellman LLP

GBQ Partners LLP            Professional Services      $81,145

Davis                       Personnel                  $73,412

Corporate Express Real      Lease Obligation           $70,372
Estate Dept.

NEC                         Services                   $64,106

Synerfac Technical Staffing Personnel Services         $60,106

Select Personnel Services   Personnel Services         $49,589

Delaware Temporary Systems  Personnel Services         $46,213

HP Cadwallader, Inc.        Trade Debt                 $42,382

United Healthcare           Medical Insurance          $32,008

4speed                      Trade Debt                 $31,248

Avon Corrugated             Trade Debt                 $23,051

Sterling High Quality       Personnel Services         $20,040
Services          

Pierre Brodeur              Services                   $20,000

Worldwide Cable             Trade Debt                 $18,430

Priority One                Personnel Services         $17,988

AT&T                        Telephone Services         $16,237

             
AAMES FINANCIAL: Completes Exchange Offer for Junk-Rated Bonds
--------------------------------------------------------------
Aames Financial Corporation (OTCBB: AMSF) announced that its
offer to exchange its newly issued 5.5% Convertible Subordinated
Debentures due 2012 for any and all of its outstanding 5.5%
Convertible Subordinated Debentures due 2006 [rated Ca by
Moody's] expired at 5:00 p.m., New York City time, on Friday,
December 13, 2002. As of such time, the Company had exchanged
approximately $49.6 million principal amount, or approximately
43.5%, of the outstanding Existing Debentures. The Company
issued an equal amount of New Debentures in exchange for the
tendered Existing Debentures.

On December 23, 2002, the Company will redeem through a
scheduled mandatory sinking fund payment 40.0% of the New
Debentures then outstanding on a pro rata basis at a redemption
price equal to 100% of their principal amount, plus accrued and
unpaid interest to the date of redemption.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At September 30, 2002, the
Company operated 97 retail branches, 4 regional wholesale loan
offices and 2 National Loan Centers throughout the United
States.
    

ADELPHIA COMMS: Seeks Further Lease Decision Period Extension
-------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, reminds the Court that as of the Petition Date, Adelphia
Communications and its debtor-affiliates are parties to over
1,000 leases of non-residential real property.  The Unexpired
Leases govern property used by the ACOM Debtors in the operation
of their businesses and include leases for office space,
warehouses, payment centers, earth stations, head-ends, tower
sites and fiber hub sites.  The Unexpired Leases may be valuable
assets of the ACOM Debtors' estates and may be integral to the
continued operation of their businesses.

Since the Petition Date, Ms. Chapman relates that the ACOM
Debtors have begun the process of analyzing their Unexpired
Leases and determining which of them are critical to their
operations and which are not necessary to their future business
needs.  During the coming months, the ACOM Debtors will continue
to analyze their need for premises covered by the Unexpired
Leases.  The ACOM Debtors' ability to complete this task,
however, requires an extension of time, which will enable them
to evaluate the need for these locations in the context of a
business plan, which has yet to be developed.

Thus far in these cases, the Debtors have primarily focused
their efforts and energies on:

    -- securing postpetition financing; and

    -- stabilizing their operations so they may pursue a
       successful reorganization.

Ms. Chapman believes that requiring the Debtors to make
significant business decisions as to which of the Unexpired
Leases will be needed for their reorganization effort at this
time would be impractical and contrary to their interests.  The
Debtors should not be forced to choose between losing valuable
locations and assuming leases that ultimately should be
rejected. Accordingly, the Debtors require an extension to avoid
what would be a premature assumption or rejection of the
Unexpired Leases.

By this motion, the ACOM Debtors ask the Court to further extend
their time to assume or reject all unexpired leases of non-
residential real property from December 26, 2002 until June 26,
2003.

Ms. Chapman insists that an extension would not prejudice the
Lessors under the Unexpired Leases because:

  -- to the best of their knowledge, the Debtors are
     substantially current on their postpetition rent
     obligations under the Unexpired Leases;

  -- the Debtors intend to continue to perform timely all of
     their obligations under the Unexpired Leases as required by
     Section 365(d)(3) of the Bankruptcy Code; and

  -- in all instances, individual Lessors may, for cause shown,
     ask the Court to fix an earlier date by which the Debtors
     must assume or reject an Unexpired Lease. (Adelphia
     Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


AIR CANADA: S&P Downgrades Ratings over Reduced Asset Protection
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt ratings for Air Canada (B+/Negative), and for AMR Corp.
(BB-/Negative) and unit American Airlines Inc. (BB-/Negative),
but affirmed other ratings for those entities. Senior unsecured
debt ratings of AMR and American Airlines were lowered to 'B'
from 'B+'; a preliminary senior unsecured shelf registration was
lowered to 'B' from 'B+'. In addition, senior unsecured debt
ratings of Air Canada were lowered to 'B-' from 'B'.

"The rating actions reflect reduced asset protection for
unsecured creditors as secured debt and leases increase as a
proportion of the capital structure and heavy losses erode
equity," said Standard & Poor's credit analyst Philip Baggaley.
"The rating changes do not indicate a changed estimate of
default risk, but rather poorer prospects for recovery on senior
unsecured obligations if the affected airlines were to become
insolvent," Mr. Baggaley continued. Accordingly, no corporate
credit ratings or other types of debt are affected; airport
revenue bonds, though often senior unsecured debt in a legal
sense, are related to a specific airport facility that has value
in a bankruptcy reorganization and usually has a somewhat better
prospect of continued payment or better recovery, and ratings of
such bonds are not affected.

Senior unsecured debt of Air Canada and AMR were lowered to one
notch below those companies' corporate credit ratings on Oct.
29, 2001, as part of a general industry review, and the current
rating action widens that disparity to two notches, as is
already true for most large North American airlines. Standard &
Poor's criteria for rating unsecured debt provide that such
obligations be rated lower than the corporate credit rating
where secured debt and leases exceed threshold levels as a
proportion of total owned and leased assets (see note below for
more information). The criteria recognize that certain
industries, because of the ease of financing their revenue
assets, can carry higher proportions of secured debt and leases
and the criteria accordingly allow for higher thresholds
before notching down of senior unsecured debt is warranted due
to reduced asset protection for those creditors. Standard &
Poor's has not defined specific, separate thresholds for
airlines, but examines asset protection based on their
individual characteristics and relative to industry norms and
standard notching criteria. Speculative-grade companies can have
their senior unsecured debt rated one or two notches below the
corporate credit rating, depending on the proportion of secured
debt and leases, while investment-grade companies can have their
senior unsecured debt rated at most one notch below the
corporate credit rating.

However, the losses incurred by Air Canada and AMR over the past
year, their reliance on secured debt and leases to maintain
liquidity, and expected further operating losses and charges for
pension underfunding (in the case of AMR) have eroded asset
protection available to unsecured creditors. Air Canada's
secured debt and leases as a proportion of total owned and
leased assets (excluding certain intangible assets) is estimated
at about 54%, and AMR's like ratio about 51%.  AMR's proportion
of secured debt and leases is expected to trend higher in coming
quarters.

Air Canada's 10.25% bonds due 2011 (AIRC11CAN1) are trading at
about 65 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for real-time bond pricing.


AMERICAN SKIING: Appoints Betsy Wallace Chief Financial Officer
---------------------------------------------------------------
American Skiing Company (OTC: AESK) has appointed Betsy Wallace
to the position of Senior Vice President and Chief Financial
Officer.  The Company further reported that Mark J. Miller has
been named Executive Vice President and Chief Operating Officer,
filling a position that was open.  Both appointments are
expected to become effective on January 13, 2003.

"Betsy is an excellent addition to our senior management team,"
said CEO B.J. Fair.  "She brings more than 20 years of
accounting, tax and corporate finance experience as well as a
proven ability to plan and execute complex financial
transactions.  Betsy possesses not only the necessary financial
skills to complete the financial turn-around we implemented last
year, but also the leadership skills necessary to deliver
improved financial performance going forward."

In a simultaneous strategic move, Mark J. Miller will leverage
his extensive experience in the leisure industry and assume the
COO position. B.J. Fair, who was named President and CEO of the
Company in March 2001, previously held the COO position.  Mr.
Miller has served as Chief Financial Officer since joining the
Company in December 1998.

"Mark has done an exceptional job of navigating the Company
through a number of significant challenges," continued Fair.  
"He brings over 17 years of experience in the leisure and
entertainment industries to the COO position as well as a proven
track record of strategic development and planning.  I am
confident that Mark has an optimal set of skills to further
improve our resort operating performance and execute on our
growth strategy."

Prior to joining American Skiing Company, Ms. Wallace served as
Chief Financial Officer of Cyrano Sciences, Inc., a late stage
start-up technology company, where she was responsible for all
financial, budgeting and legal aspects of the of the
organization.  From 1998 to 2000, Ms. Wallace worked for
Citigroup, a leading international provider of financial
services, and held the positions of Vice President, Director of
Business Development and Vice President, Regional Financial
Controller Investment Products & Distribution for the bank's
Asia regional consumer bank business based in Singapore.  From
1995 to 1998, Ms. Wallace held senior financial positions while
in Singapore with Hubbell, Inc., a large U.S. based
manufacturing company, and International Business Machines.  
Prior to joining IBM, Ms. Wallace served as Director of Finance
for Esprit de Corporation, an international design and
distribution clothing company, from 1988 to 1995.  From 1979 to
1988, Ms. Wallace worked in public accounting starting her
career with Touche Ross in Los Angeles.  Ms. Wallace holds a
Bachelor of Science Degree in Accounting from the University of
Southern California and a Bachelor of Arts Degree in Psychology
from the University of California, Los Angeles.  She is married
and will relocate from Los Angeles to Park City, Utah to assume
her position with American Skiing Company.

Prior to joining American Skiing Company, Mr. Miller served as
Executive Vice President of  Financial Administration with
Showboat, a Nevada based gaming and hotel company, overseeing
the company's financial operations during the transition period
preceding its acquisition by Harrah's, Inc.  From 1994 to 1997,
he served as Executive Vice President of Operations overseeing
resort and gaming operations in the United States and Australia.  
Prior to joining the executive division of the company, Mr.
Miller was a senior manager at the Company's largest subsidiary,
the Atlantic City Showboat, from 1985 until 1994 starting as
Controller, becoming Vice President of Finance and Chief
Financial Officer, Executive Vice President and Chief Operating
Officer, and ultimately President and Chief Executive Officer.  
Mr. Miller has also held positions at Citibank and KPMG Main
Hurdman, both in Las Vegas.  Mr. Miller holds a Bachelor of
Science and Masters Degree of Accountancy, both from Brigham
Young University.  He is married with four children.

Headquartered in Park City, Utah, American Skiing Company is one
of the largest operators of alpine ski, snowboard and golf
resorts in the United States.  Its resorts include Killington
and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in
Maine; Attitash Bear Peak in New Hampshire; Steamboat in
Colorado; and The Canyons in Utah.  More information is
available on the Company's Web site at http://www.peaks.com

As reported in Troubled Company Reporter's November 29, 2002
edition, American Skiing Company's primary real estate
development subsidiary, American Skiing Company Resort
Properties, Inc., has entered into an agreement with Fleet
National Bank and the other lenders under its $63 million senior
secured credit facility for a 30 day forbearance from the
exercise of lenders' remedies.  As previously reported, ASCRP
has been in payment default under its senior secured credit
facility since May 2002.  Under the agreement, Fleet and the
other lenders have agreed not to pursue any additional
foreclosure remedies, and to cease publication of foreclosure
notices, during a 30 day forbearance period commencing on
November 22, 2002.


ANC RENTAL: Court Okays Site Consulting as Florida Broker
---------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates obtained
permission from the Court to employ Site Consulting Corp. as
their real estate broker -- nunc pro tunc to April 1, 2002 -- to
assist them in marketing and selling their property at 13281
Treeline Avenue in Fort Myers, Florida.

Site Consulting will receive a 3% commission of the sale price
if it is the only broker.  But if it has a cooperating broker,
it will share a 6% commission on a 50/50 basis. (ANC Rental
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ASSOCIATED ESTATES: Will Pay Quarterly Share Dividend on Feb. 1
---------------------------------------------------------------
Associated Estates Realty Corporation (NYSE: AEC) has declared a
quarterly dividend of $0.17 per share on the Company's common
shares, payable on February 1, 2003 to shareholders of record on
January 15, 2003.

The dividend reflects an adjustment from the current $0.25 per
share quarterly amount. The Company had previously announced
that the dividend level for 2003 would be reviewed in
conjunction with its annual budget and planning process. Based
on the current stock price, the $0.68 per share annualized
dividend represents a yield of approximately 9 percent.

"I am disappointed in our performance, which has necessitated
this dividend reduction," said Jeffrey I. Friedman, President
and CEO.

Friedman said he plans to hire a leading real estate industry
consulting firm to conduct an organizational evaluation and best
practices study over the next few months.

"My goal is to determine the best way to reengineer the Company
so that we will be in a position to make a significant positive
impact on our bottom line," said Friedman.

Friedman also said the Company does not plan to implement salary
and wage increases at this time, and all discretionary
expenditures, such as travel for industry conferences and dues
and subscriptions, for example, will be evaluated to determine
whether they can be eliminated or deferred.

Friedman added that based on the current outlook for apartments
in the markets where the Company owns properties, he expects
funds from operations for 2003 to exceed the First Call
analysts' consensus estimate of $1.00 per share.

The Company also announced that the Board of Directors has
created a Nominating and Corporate Governance Committee and is
addressing the proposed changes currently being considered by
the New York Stock Exchange and Securities and Exchange
Commission.

As reported in Troubled Company Reporter's November 8, 2002
edition, Standard & Poor's revised its outlook on Associated
Estates Realty Corp., to negative from stable. In addition,
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating and its single-'B'-minus rating on the company's
preferred stock.

The outlook revision follows continued weak portfolio
performance, high leverage, and weakening coverage measures. The
company's current ratings acknowledge a very manageable near-
term debt maturity schedule and largely fixed-rate capital
structure.


AVADO BRANDS: S&P Drops Corporate Credit Rating to Default Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on casual dining restaurant operator Avado Brands Inc.,
to 'D' from 'CC'.

At the same time, Standard & Poor's lowered its ratings on the
company's $116.5 million 9.75% senior unsecured notes due in
2006 and the $47.6 million 11.75% subordinated notes to 'D' from
'CC'.

The company had $200 million of funded debt as of September 29,
2002.

The downgrades are the result of the company's failure to remit
the interest payment on the notes on Dec. 1, 2002 and Dec. 15,
2002, respectively. As of Sept. 29, 2002, the company was not in
compliance with certain EBITDA requirements contained in its
credit facility and master equipment lease.

Under the terms of the credit facility, the company is not
permitted to make interest payments on its bonds while it is in
violation of financial covenants.


BAYOU STEEL: Fails to Make Interest Payment on 9-1/2% Sr. Notes
---------------------------------------------------------------
Bayou Steel Corporation (AMEX:BYX) did not make its interest
payment on its 9-1/2% Senior Notes on December 16, 2002. On
November 15, 2002, as previously reported, the Company elected,
in order to preserve liquidity, to take advantage of a grace
period allowed under its indenture regarding this interest
payment. This grace period elapsed on December 16, 2002.

"The Company decided not to make this scheduled interest payment
in order to preserve our liquidity under our line of credit and
to ensure sufficient funding for on-going operations in a period
which is typically the slowest in the year at Bayou Steel's
mills," said Jerry Pitts, Bayou's President. "The Company
intends to continue business as usual with our customers and
trade suppliers during the course of our coming discussions with
our noteholders. The Company is addressing its liquidity by
employing commercial and operating strategies consistent with
cash conservation and improved customer service."

The Company has retained the investment bank of Gordian Group,
L.P., to assist it in evaluating its strategic alternatives,
including a restructuring transaction. Preliminary discussions
with a committee consisting of holders of in excess of 75% of
the aggregate principal amount outstanding under the 9 1/2%
Senior Notes have been initiated. The Company intends to pursue
a consensual restructuring of its obligations through
negotiations with this committee.


BROADWING INC: Receives Conditional $200MM Financing Commitment
---------------------------------------------------------------
Broadwing Inc.'s (B-/Watch Neg/--) recent signing of a
commitment agreement in which a financial institution has
conditionally agreed to provide the company with $200 million in
financing in the form of senior subordinated discount notes due
2009 has no impact on the ratings and CreditWatch status of
Broadwing and its subsidiaries. The commitment of financing is
contingent upon Broadwing successfully renegotiating its current
bank credit facility and the satisfaction of various closing
conditions. At the end of September 2002, the company had about
$2.5 billion of total debt, which includes about $1.7 billion of
bank debt.

The moderate commitment of financing does not significantly
address three challenges that Broadwing faces. First, without
obtaining a material extension of the bank amortization schedule
and favorable amendments to maintenance covenants through its
current bank negotiation process, Broadwing faces substantially
increased risk of having a liquidity issue in 2003. Second,
challenges that are causing its long-haul data business,
Broadwing Communications Inc., to negatively affect consolidated
free cash flows are likely to persist for some time. Broadwing
Communications faces industry overcapacity and is exposed to a
number of customers with risky financial profiles. Third, even
assuming that Broadwing Communications is divested or
successfully restructured, Broadwing may not be able to
materially reduce its debt level for several years given the
relatively small size of free cash flows generated by its
healthy local incumbent and wireless businesses.


BURLINGTON INDUSTRIES: Hires Ivins Phillips as Special Counsel
--------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, points out that the Court
previously entered an Order Authorizing Burlington Industries,
Inc., and its debtor-affiliates to Retain, Employ and Pay
Certain Professionals in the Ordinary Course of Their Business.  
Pursuant to the Ordinary Course Professionals Order, Ivins,
Phillips & Barker filed its affidavit on April 25, 2002, and has
been providing the Debtors with tax and employee benefits legal
services.  For the four-month period from April 1, 2002, through
July 31, 2002, IP&B was paid $215,492.  As such, IP&B's average
monthly fees on a four-month basis exceeded the $50,000 Monthly
Fee Cap imposed by the Ordinary Course Professionals Order.

Consequently, in accordance with the Ordinary Course
Professionals Order, the Debtors seek the Court's authority to
employ Ivins, Phillips & Barker as special tax and employee
benefits counsel in these Chapter 11 cases pursuant to Sections
101 and 1330 of the Bankruptcy Code and Rule 2014 of the Federal
Rules of Bankruptcy Procedure, nunc pro tunc to November 15,
2001.

Founded in 1936, IP&B is a law firm of 33 lawyers, all of whom
practice exclusively in areas relating to federal taxes and
employee benefits law.  According to Mr. DeFranceschi, IP&B is
particularly well suited to serve as the Debtors' special tax  
and employee benefits counsel in these bankruptcy cases because:

  (a) Since its inception, IP&B has been engaged exclusively in
      a broad practice of law with particular emphasis on:

      -- tax issues relating to corporate acquisitions,
         reorganizations, accounting and finance;

      -- international tax issues;

      -- estate and gift tax issues, including closely held
         business tax planning, tax planning for exempt
         organizations and individual tax planning; and

      -- the handling of controversies and litigation related to
         these and other areas of law;

  (b) IP&B represent one-third of the Fortune 100 in federal tax
      and employee benefit matters in varying degrees;

  (c) IP&B is intimately familiar with the Debtors' business and
      related tax and employee benefit issues and needs, having
      provided tax and employee benefits services to the Debtors
      for over 50 years; and

  (d) IP&B has developed relevant experience and expertise
      regarding the Debtors that will assist them in providing
      effective and cost-efficient services on a going-forward
      basis.

Accordingly, IP&B will continue to render legal services to the
Debtors as needed throughout the course of these Chapter 11
cases with respect to certain Tax Matters, which include:

    (a) advising the Debtors on the tax implication of these
        Chapter 11 cases;

    (b) responding to issues raised by the Internal Revenue
        Service in connection with the audit of the Debtors' tax
        return for 1995 to 1997;

    (c) advising the Debtors concerning the taxation of split
        dollar life insurance;

    (d) advising the Debtors regarding a refund claim involving
        social security taxes paid with respect to certain post-
        employment benefits; and

    (e) providing general assistance and advice with respect to
        ongoing Tax Matters, as requested by the Debtors.

"Because of the importance of tax matters to their business, the
Debtors require knowledgeable counsel to render these essential
professional services," Mr. DeFranceschi explains.

In exchange, IP&B intends to:

    -- charge for its services on an hourly basis in accordance
       with its ordinary and customary billing hourly rates:

                                                     Current
       Professional                  Position      Hourly Rate
       ------------                  --------      -----------
       H. Stewart Dunn, Jr.          Partner          $600
       Carol K. Nickel               Partner           600
       Alan W. Granwell              Partner           600
       Robert H. Wellen              Partner           600
       Kevin O. O'Brien              Partner           600
       Robert G. Lorndale, Jr.       Associate         300
       David D. Sherwood             Associate         275
       Amy D. Healy                  Associate         200
       Shad C. Fagerland             Associate         175
       Danielle Rolfes               Associate         150

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

Mr. DeFranceschi assures that Court that IP&B will maintain
detailed, contemporaneous records of time and any actual and
necessary expenses incurred in rendering the services.

Furthermore, all of IP&B's fees and expenses in these cases will
be subject to Court approval on proper application by IP&B in
accordance with Sections 330 and 331 of the Bankruptcy Code,
Rule 2016 of the Federal Rules of Bankruptcy Procedure, Rule
2016-2 of the Local Rules of Bankruptcy Practice and Procedure
of the United States Bankruptcy Court for the District of
Delaware, the fee and expense guidelines established by the U.S.
Trustee and any other applicable requirements.

Kevin P. O'Brien, Esq., a member of Ivins, Phillips & Barker,
discloses that the Debtors made payments to IP&B aggregating
$91,352 during the year immediately preceding the Petition Date
on account of fees and expenses incurred in connection with Tax
Matters.

Mr. O'Brien assures the Court that IP&B has no conflict of
interest with the Debtors.  IP&B has no connection with the
Debtors, their creditors, the U.S. Trustee or any other party
with an actual or potential interest in these bankruptcy cases
or their attorneys or accountants. (Burlington Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1),
DebtTraders says, are trading at 31 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CALL-NET ENTERPRISES: S&P Ratchets Ratings Down a Notch to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Call-Net Enterprises Inc., to
'B' from 'B+'. The outlook on the Toronto, Ontario-based
telecommunications operator is now stable.

"The downgrade reflects continuing competitive pressures in both
the long-distance and data-service markets in general, resulting
in lower gross margins and cash flows from operations as
compared to 2001," said Standard & Poor's credit analyst Joe
Morin. "Current available sources of liquidity are only
sufficient to allow for marginal growth for the company."

The ratings actions also take into account cost savings from the
second-quarter implementation of workforce reductions,
curtailment of the company's network expansion program, and the
debt buyback by the company in September 2002.  

The current outlook revision reflects Standard & Poor's view
that the company the company should attain its stated objective
of cash flow breakeven in 2003. The outlook also incorporates a
capital-constrained business plan, as the company slow rolls its
expansion in local voice and data services. Growth in 2003 also
will be constrained by a weak long-distance and data-service
market, offset, in part, by a more positive outlook for local
telephony. There are no near-term debt maturities or risk of
breach of covenants under the senior secured notes, allowing for
some future flexibility.

Call-Net, through its wholly owned subsidiary, Sprint Canada
Inc., is Canada's second-largest nationwide (competitive local
exchange carrier) CLEC, and offers long-distance, data, and
local services to both business and residential subscribers.
Call-Net executed a comprehensive restructuring plan, concluded
on April 10, 2002, which saw the company reduce its debt level
to US$377 million (or about C$611 million) from C$2.6 billion.
The restructuring was completed outside of court protection
and was the first and, to date, only successful restructuring of
a national CLEC in Canada.


CBR BREWING: External Accountants Express Going Concern Doubt
-------------------------------------------------------------
CBR Brewing Company, Inc., formerly Natural Fuels, Inc. and
National Sweepstakes, Inc., was originally incorporated as Video
Promotions, Inc., on April 20, 1988 under the laws of the State
of Florida.

At December 31, 2001, the Company's then principal shareholder
was Shenzhen Huaqiang Holdings Limited, incorporated in the
People's Republic of China, which owned indirectly 63.2% of the
outstanding Class A common stock and 80% of the outstanding
Class B common stock.  Huaqiang is a company controlled by the
Province of Guangdong.  Effective January 10, 2002, Zhaoqing
City Lan Wei Alcoholic Beverage Limited  acquired from Huaqiang
all of its equity interest in the Company.  The transaction has
been approved by the relevant PRC governmental authorities in
April 2002.  Lan Wei is a company controlled by the City of  
Zhaoqing.

In February 2002, Lan Wei acquired common shares representing an
additional approximately 7.2% equity  interest in the Company
from a third party in a private transaction.  Management and the
Board of Directors of the Company were changed on January 22,
2002.  As part of the transaction, Lan Wei also acquired
Huaqiang's 19.6% equity interest in Noble China Inc., a Canadian
public company.

Substantially all of the beer currently sold by the Company is
marketed under the Pabst Blue Ribbon label, and is brewed under
a sublicense agreement with Guangdong Blue Ribbon Group Co.,
Ltd., which, through an  assignment and transfer, obtained its
license from Pabst Brewing Company.  The term of this sub-
license will expire on November 7, 2003.

The Company has suffered recurring operating losses and had a
working capital deficit at December 31, 2001 and September 30,
2002.  The Company's independent certified public accountants,
in their independent auditors' report on the consolidated
financial statements as of and for the year ended December 31,
2001, have expressed substantial doubt about the Company's
ability to continue as a going concern.

During 2001, the Company experienced decreased sales and a net
loss for the second successive year,  reduced cash flows,
diminished working capital, and intense competition.  These
pressures continued during the three months and nine months
ended September 30, 2002, and are expected to continue for the
remainder of 2002 and into 2003, resulting in continuing net
losses.  The Company has implemented an overhaul of its
operations and marketing programs through the efforts of the
management committee.  With the pooling of the resources of
Zhaoqing Brewery, Noble Brewery and the Marketing Company, the
Company implemented a large scale restructuring plan in 2001 in
which almost one-third of the work force was eliminated.  
Although effective control of the Company changed on January 22,
2002 and a new management team was appointed to operate the
Company in 2002, the Company anticipates that the consolidation
plan will continue. However,  there can be no assurances that
the Company will be able to re-establish sales volume growth and
return to profitability in the near term.  Should the Company
not return to profitability and the operating losses continue
into the near future, the Company may consider more severe
restructuring alternatives.

The Company anticipates that its operating cash flow, combined
with cash on hand, bank lines of credit, and other external
credit sources, and the credit facilities provided by affiliates
or related parties, are adequate to satisfy the Company's
working capital requirements in the near term.  However, due to
declining  sales and diminishing working capital resources
during 2002, the Company has revised its capital expenditures
program.  Approximately 25% of the 2002 annual repair and
maintenance budget scheduled for Zhaoqing Brewery and Noble
Brewery has been deferred until 2003.  If the foregoing
assumptions prove to be inaccurate, the Company's cash flow may
be adversely affected, which would negatively impact the ability
of the Company to conduct operations at current levels and
continue as a going concern.

The Company is a holding company and its principal subsidiaries
are engaged in the production and sale of beer in the Peoples
Republic of China.  The Company's wholly-owned subsidiary, High
Worth Holdings Limited, is a holding company that was formed to
effect the acquisition of a 60% interest in Zhaoqing Blue Ribbon
High Worth Brewery Ltd.  High Worth JV is a Sino-foreign equity
joint venture enterprise that was registered in the PRC on July
2, 1994 in which Guangdong Blue Ribbon, an unrelated joint stock
limited company incorporated in the PRC, and Holdings hold 40%
and 60% interests, respectively.


CCC GLOBALCOM: Auditors Doubt Ability to Continue Operations
------------------------------------------------------------
CCC GlobalCom Corporation, a Nevada corporation, was named
Emerald Capital Investments, Inc., prior to June 12, 2000. On
June 9, 2000, the Company commenced operations in the
telecommunications industry though the acquisition of CCC
GlobalCom, Corp., a Texas corporation. CCC Texas was formed in
1999 and conducted no operations except for the acquisition of
Ciera Network Systems, Inc., in June 2000.

The Company's acquisition of CCC Texas, and as a result of such
acquisition, the acquisition of Ciera, was accounted for as a
reverse merger. Accordingly, for accounting purposes, Ciera is
deemed to be the survivor of the CCC Texas/Ciera merger.
Substantially all of the Company's operations are conducted by
Ciera.  As a result the Company's consolidated financial
statements include the accounts of the Company and its wholly
owned subsidiaries, Ciera Network Systems, Inc., and
CCCGlobaltel de Colombia, SA.

Globaltel was organized under the laws of Colombia, to operate
franchise stores and calling centers for people who do not have
personal telephone service. The Company owns approximately 95
percent of the outstanding common stock of Globaltel.
Globaltel's revenues for the first nine months of 2002 were
$343,582 and its net income was $16,379. It has a working
capital deficit of $12,509 as of September 30, 2002.

The Company has had operating losses for every quarter since it
began operations in June 2000. The auditor's opinion on the
consolidated financial statements as of December 31, 2001, calls
attention to substantial doubt about its ability to continue as
a going concern. This means that they question whether the
Company can continue in business. The Company is experiencing
difficulty in paying its vendors, carriers and lenders on time,
and it may continue to experience this difficulty in the future.
If the Company is unable to pay its vendors, carriers and
lenders on time, they may stop providing critical services or
repossess critical equipment that the Company needs to stay in
business.

The Company has received disconnection notices for past due
balances from significant carriers. It is Globalcom's belief
that certain amounts included in these past due balances are in
error and are being disputed. As of September 30, 2002, the
Company had disputed $1,012,000 with various carriers. The
Company is also in discussions with the carriers regarding
extended payment terms for the undisputed balances and believes
that ultimately these discussions will result in lower monthly
charges for CCC GlobalCom. However, there can be no assurances
that it can successfully dispute the balance identified as in
error or negotiate favorable payment terms for the remaining
undisputed balances.

In September 2002, MCI disconnected service to Ciera. The
Company had become delinquent on its payments and was unable to
make satisfactory payment arrangements with the carrier. MCI
represented approximately 24% of the Company's long distance
service. Where possible, the Company was able to move the
existing business to other carriers.

The Company has incurred losses since inception and has a
working capital deficit as of September 30, 2002. Additionally,
in the past the Company has had negative cash flows from
operations. For reasons stated by the Company regarding its
liquidity and capital resources and subject to the risks
inherent in the business, there is no assurance that CCC
Globalcom can raise the money necessary to fund future
operations.


CELL ROBOTICS: Needs to Turn a Profit to Continue Operations
------------------------------------------------------------
Since inception, Cell Robotics International Inc., has incurred
operating losses and other equity charges which have resulted in
an accumulated deficit of $27,617,309 at September 30, 2002, and
operations using net cash of $981,882 in the nine-month period
ended September 30, 2002.

The Company's ability to improve cash flow and ultimately
achieve profitability will depend on its ability to
significantly increase sales. Accordingly, the Company is
manufacturing and marketing a sophisticated laser-based medical
device that leverages the Company's existing base of patented
technology. The Company believes the markets for this product
are broader than that of the scientific research instruments
market and, as such, offer a greater opportunity to
significantly increase sales. In addition, the Company is
pursuing development and marketing partners for some of its new
medical products. The Company believes these partnerships will
enhance the Company's ability to rapidly ramp-up its marketing
and distribution strategy, and possibly offset the products'
development costs.

Although the Company is manufacturing and marketing its
sophisticated laser-based medical device and continues to market
its scientific research instrument line, it does not anticipate
achieving profitable operations in the foreseeable future. As a
result, the Company expects its accumulated deficit to
increase in the near future.

There is substantial doubt that the Company will be able to
continue as a going concern. The ultimate continuation of the
Company is dependent on attaining additional financing and
profitable operations.

Since inception, to provide working capital for product
development and marketing activities, Cell Robotics has relied
principally upon the proceeds of both debt and equity financings
and, to a lesser extent, the proceeds of Small Business
Innovative Research grants. Research and development grants
accounted for revenues of $137,597 in 2001. No research and
development grant revenue was received in the first nine months
of 2002. The Company has not been able to generate sufficient
cash from operations and, as a consequence, it must seek
additional financing to fund ongoing operations.

Management anticipates that existing current working capital and
expected cash flow from operating activities will only be
sufficient to allow Cell Robotics to meet operational
obligations through December 12, 2002, assuming the repayment of
the remaining amounts outstanding under its January 2001 loan
agreement are not demanded before that date. As of September 30,
2002, net working capital was a deficit $1,635,077 and total
cash and cash equivalents was less than $4,000. Additionally, it
is expected that the Company will experience operating losses
and negative cash flow for the foreseeable future. Therefore, it
does not have sufficient cash to sustain those operating losses
without additional financing. It presently needs financing to
repay current indebtedness, including payment of notes in the
aggregate principal amount of approximately $87,000 that are
currently due and payment of borrowed indebtedness in the
principal amount of $27,000 that was due on November 30, 2002.
In addition to debt service requirements, the Company will
require cash to fund its operations. Based on current
operations, Cell Robotics estimates that its cash needs will be
approximately $150,000 each month for the foreseeable future and
will be a total of approximately $1,200,000 through June 30,
2003. Its operating requirements depend upon several factors,
including the rate of market acceptance of its products,
particularly the Lasette, its level of expenditures for
manufacturing, marketing and selling its products, costs
associated with staffing and other factors. If operating
requirements vary materially from those currently planned, the
Company may require more financing than currently anticipated.
Although the Company has had discussions with potential
investors, it has not been able to obtain financing on
acceptable terms as of the date of it last financial report. The
Company intends to continue to seek to raise equity or debt
financing. However, no assurance can be given that it will be
able to obtain additional financing on favorable terms, if at
all. Borrowing money may involve pledging some or all of the
Company's assets. Raising additional funds by issuing common
stock or other types of equity securities would further dilute
its existing shareholders. If it cannot obtain additional
financing in a timely manner, it will not be able to continue
operations. In addition, Cell Robotics has received a report
from its independent auditors covering the Company's fiscal
years ended December 31, 2001 and 2000 financial statements. The
report contains an explanatory paragraph that states that Cell
Robotics recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.

To date, the Company has generated only limited revenues from
the sale of its products and has been unable to profitably
market its products. The Company incurred net losses applicable
to common shareholders of $1,524,232 and $1,989,762 for the
nine-month periods ended September 30, 2002 and 2001,
respectively, and net losses of $2,723,844 and $5,036,182 in
2001 and 2000, respectively. Revenues from the sale of its
products were $976,330 and $1,007,453 for the nine-month periods
ended September 30, 2002 and 2001, respectively, and were
$1,461,447 and $992,710 for the years ended December 31, 2001
and 2000, respectively. As mentioned above, Cell Robotics
expects to experience operating losses and negative cash flow
for the foreseeable future. It does not have sufficient cash to
sustain continuing operating losses without additional
financing. Even if able to obtain additional financing to allow
it to continue operations and repay indebtedness, it will still
need to generate significant revenues and improve gross margins
to fund anticipated manufacturing and marketing costs and to
achieve and maintain profitability. The Company cannot assure
that it will ever generate sufficient revenues to achieve
profitability, which will have a negative impact on the price of
its common stock. If it does achieve profitability, the Company
cannot assure that it will be able to sustain or increase
profitability in the future.


CHILDTIME LEARNING: Elects Benjamin Jacobson as New Board Chair
---------------------------------------------------------------
Childtime Learning Centers, Inc., (Nasdaq: CTIME) announced that
its Board of Directors has elected Benjamin Jacobson as the
Chairman of the Board of Directors of the Company.

Mr. Jacobson has been a member of the Company's Board of
Directors since 1996.  Mr. Jacobson is the managing general
partner of Jacobson Partners, a New York City based investment-
banking partnership.  Jacobson Partners has been providing
management and financial consulting services to the Company
since June 2000 and, through related parties, is a major holder
of the Company's common stock.  Mr. Jacobson also serves as a
board member for several privately held companies.

James Morgan will step down as the Company's Chairman but remain
an integral member of the Company's Board of Directors.

"I wish to thank Jim for his time and effort spent with the
Company as Chairman.  I value his insight and am privileged to
have his continued presence on our Board.  I am excited about
the direction our Company is headed and am focused on overseeing
management deliver a successful Tutor Time integration and
continued operational improvements, providing value for both our
parents and shareholders alike," Jacobson commented.

Childtime Learning Centers, Inc., of Farmington Hills, MI
acquired Tutor Time Learning Systems, Inc., on July 19, 2002 and
is now the nation's third largest publicly traded child care
provider with operations in 30 states, the District of Columbia
and internationally.  Childtime Learning Centers, Inc., has over
7,500 employees and provides education and care for over 50,000
children daily in over 450 corporate and franchise centers
nationwide.

Childtime Learning's total working capital deficit as of
July 19, 2002, tops $16.5 million.


CHRISTIANA CARE: A.M. Best Assigns B++ Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co., has assigned an initial financial strength rating
of B++ to Christiana Care Health Plans, Inc., (Wilmington, DE).
The rating outlook is stable.

The rating reflects Christiana Care's strategic role as the
managed care affiliate of Christiana Care Corporation, a not-
for-profit integrated health care delivery system. The rating
also reflects an improved profitability at two divisions, First
State Health Plans (Medicaid) and Mid-Atlantic Health Plans
(Commercial). These divisions provide a strong working capital
position and ample statutory surplus to support expansion.
Partially offsetting these strengths is the limited service
area, reliance on government plans and a competitive commercial
marketplace.

Established in 1994 to provide manage care products, Christiana
Care with 121,000 members has become Delaware's second largest
health insurer and the sole Medicaid underwriter for the Diamond
State Health Plan. The health maintenance organization
enrollment is augmented with ASO, POS and PPO commercial plan
offerings. Premium increases are consistently driven by Medicaid
and ASO with fully insured commercial premiums added over the
past three years. The underwriting gain has benefited from a
lower medical loss ratio of 85.1% and an administrative expense
ratio of 8.9%, while the investment income remains stable as the
asset allocation is primarily fixed income securities.
Administrative expense has been held low by the application
technology platforms and outsourcing of processing functions.
Cash from operations supports a stronger working capital
position with the current ratio at 221.1% and the overall
liquidity ratio at 252.9%. In the past three years, capital
contributions from the parent have lowered balance sheet
leverage and increased equity reserve. Comparatively, premiums
to capital of 3.7 times, months reserve of 3.5 times and equity
per member per month of $51.58 are better than the median for
small-managed care companies. The NAIC risk-based capital is
above 500% of the authorized control level.

Excess capital provides adequate cushion against risks inherent
to the business strategy as Christiana Care is the sole Medicaid
underwriter in Delaware. After several years of loss, the Title
XIX Medicaid business turned profitable in 2001. In 2002,
Medicaid membership was expanded significantly with the addition
of 46,000 members from a competitor. Provider network advantages
include; 745 primary care physicians, 1,393 specialty care
physicians and 14 hospitals, which supports growth in the
commercial HMO where Christiana Care offers a choice of plans
for small and large groups.

Finally, the service area is confined to New Castle, Kent and
Sussex Counties in Delaware with ancillary services across state
lines. As a small local plan, Christiana Care faces strong
competition from established companies such as CareFirst,
Coventry Health, Aetna U.S. HealthCare and Cigna HealthCare in
marketing commercial plans, especially to large groups. A.M.
Best believes it is important for Christiana Care to develop new
commercial plan designs in order to achieve higher market share.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


COMMUNICATION DYNAMICS: Taps Hilco to Liquidate Amherst Assets
--------------------------------------------------------------
Communication Dynamics, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain Hilco Industrial, LLC
as Liquidator of certain assets of Amherst Entities.

Amherst is in the principal business of selling "fusion
splicers" for use in the fiber optic cable manufacturing
environment. The Debtors have determined that Amherst has no
going concern value and that the only value which can be derived
is through the sale of the Amherst Assets (other than Amherst
Goodwill).

In its capacity, Hilco will:

  a) develop an advertising and marketing plan for the auction
     of the Assets;

  b) implement the advertising and marketing plan, including
     advertising the auction of the Assets through print media,
     implementing a facsimile, e-mail or direct telephone
     marketing campaign to reach a specific target group of
     prospective buyers, and printing lot catalogs which will be
     available vie the Internet for downloading;

  c) provide adequate information to prospective out-of-town
     buyers regarding travel time and travel information
     (including hotel, motel, car rental and airline
     information);

  d) assign a sale site coordinator from Hilco to oversee
     auction sale routing, sorting and grouping of all sale
     items into suitable sized lots, the creation of a buyer's
     lot catalog, public inspection, calling of the lots during
     the auction and supervising the delivery of all sold items
     after completion of the auction;

  e) prepare the sale of the Assets, including gathering
     specifications and photographs for pictorial brochures and
     arranging the Assets in a manner, which in Hilco's
     judgment, would be designed to enhance the net recovery on
     the Assets;

  f) prior to the start of the auction sale, conduct a one-day      
     preview and inspection for the benefit of potential
     purchasers of the Assets and make the Assets available for
     viewing by potential buyers on an appointment-only basis;

  g) provide a fully qualified, experienced and licensed
     auctioneer who will auction the lots for cash to the
     highest bidder "as is," and in accordance with the terms of
     the Asset Marketing Agreement;

  h) provide an absentee bid process on Hilco's Website to
     enable bidders who do not want to travel to the auction
     with a method of bidding, provided all absentee bids are
     first secured by a deposit before processing;

  i) make available to all buyers any drawing, mechanical specs
     or any other information Hilco may have in its possession
     at the time of the auction;

  j) contact local riggers to be available to assist buyers in
     the orderly removal of Assets from the Facilities in
     accordance with removal guidelines to be specified by the
     Debtors;

  k) charge and collect from all purchasers any purchase price
     together with all applicable taxes in connection therewith;

  l) collect a minimum deposit of 25% from each buyer at the
     time of purchase and bar the removal of any purchased Asset
     from the Facilities prior to Hilco's receipt of the full
     balance of the purchase price;

  m) provide a complete auction crew to handle computerized
     accounting functions necessary to provide auction buyers
     with invoices and the Debtors with a complete accounting of
     all items sold at the auction;

  n) deposit all auction proceeds into a separate client account
     utilizing the Debtors or its affiliates only; and

  o) submit a complete auction report to the Debtor within three
     weeks after the collection of funds from the auction.

The Debtors will pay Hilco a 7.5% commission on the gross
proceeds of the auction sale, net of taxes. The Debtors have
also agreed that Hilco shall be entitled to charge and retain
for its own account an industry standard buyer's premium of 10%
for Assets that are auctioned or sold at Amherst FiberOptics'
premises and 13.5% for Assets that are auctioned or sold via the
Internet auction site for the sale.

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.


CONSECO INC: Files for Chapter 11 Protection in Chicago
-------------------------------------------------------
Conseco, Inc., (OTCBB:CNCE) has reached an agreement in
principle with representatives of its banks and bondholders on a
financial restructuring of the Company's capital that would
substantially reduce the Company's debt. To facilitate the
restructuring, the Company and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

The Company emphasized that the filing includes only certain
holding companies, certain non-operating subsidiaries and
certain entities related to Conseco Finance Corp., the Company's
finance subsidiary. Conseco's insurance companies, Conseco
Services, LLC and Conseco Capital Management are separate legal
entities and are not included in the filing.

President and Chief Executive Officer William J. Shea stated,
"We believe we have achieved a major step toward what we set out
to do in August. We have reached an agreement in principle with
the bank and bondholder representatives to reduce the company's
leverage to a level that, together with our targeted operating
performance, will support the efforts by the Company's insurance
subsidiaries to reclaim an "excellent" financial strength rating
from A.M. Best following the restructuring." Shea further
emphasized that the agreement in principle with the bank and
bondholder representatives should significantly expedite the
restructuring process.

While negotiating with its major creditor constituents, the
Company has worked closely with state insurance regulators. The
Company believes the insurance subsidiaries are adequately
capitalized, and that policyholders will not be affected by the
parent company restructuring.

Shea further stated, "Our business leaders have done an
outstanding job during this difficult period. We continue to
drive our businesses for improved results, both at the top and
bottom line. We have terrific franchises with outstanding
people. We intend to do everything we can to maximize their
potential."

"While we recognize the hardship that has been placed on our
employees and many of our constituencies during this period, we
believe we have made the hard decisions necessary to position
Conseco for future success."

The petitions were filed in the U.S. Bankruptcy Court for the
Northern District of Illinois. Details regarding the filing can
be obtained at http://www.bmccorp.net/conseco

                       Conseco Finance Corp.

Concurrently with the Company's announcement, Conseco Finance
Corp., announced that it has reached an agreement in principle
with CFN Investment Holdings LLC, a joint venture of Fortress
Investment Group LLC, J.C. Flowers & Co. LLC, and Cerberus
Capital Management, L.P., providing for the sale of Conseco
Finance Corp.'s assets and operations. Under the proposed
agreement, CFN Investment Holdings would acquire all of Conseco
Finance Corp.'s assets and operations, subject to various
closing conditions and CFN Investment Holdings' option to
exclude certain assets. The proposed purchase price would be
equal to the outstanding amount of CFC's secured debt as of the
closing date, subject to adjustment.

To facilitate the sale and to assist CFC in its efforts to
restructure its Manufactured Housing servicing business, CFC and
Conseco Finance Servicing Corp., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Mill Creek Bank, Green Tree Retail Services Bank and Conseco
Agency were not included in the Chapter 11 filing.

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are trading at about 20 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONSECO FINANCE: Inks Pact to Sell Assets to CFN Investment
-----------------------------------------------------------
Conseco Finance Corp., has reached an agreement in principle
with CFN Investment Holdings LLC, a joint venture of Fortress
Investment Group LLC, J.C. Flowers & Co., LLC, and Cerberus
Capital Management, L.P., providing for the sale of CFC's assets
and operations. Under the proposed agreement, CFN Investment
Holdings would acquire all of Conseco Finance Corp.'s assets and
operations, subject to various closing conditions and CFN
Investment Holdings' option to exclude certain assets. The
proposed purchase price would be equal to the outstanding amount
of CFC's secured debt as of the closing date, subject to
adjustment.

To facilitate the sale and to assist CFC in its efforts to
restructure its Manufactured Housing servicing business, CFC and
Conseco Finance Servicing Corp., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Mill Creek Bank, Green Tree Retail Services Bank and Conseco
Agency were not included in the Chapter 11 filing.

In conjunction with the Chapter 11 filing, and as required under
Section 363 of the Bankruptcy Code, Conseco Finance Corp., will
file a motion seeking to establish bidding procedures for an
auction that will allow other qualified bidders to submit higher
and better offers to purchase the company's assets. The company
anticipates that the proposed sale will be completed in the
first quarter of 2003, pending approval of the Bankruptcy Court
and certain government regulatory agencies.

"The expected sale of these assets to a well-capitalized buyer
is positive news for Conseco Finance," said Chuck Cremens,
President and CEO of Conseco Finance Corp. "We believe that the
sale of the business will preserve the vast majority of our
employees' jobs and enhance our ability to serve our customers,"
Cremens added.

CFC also announced that it has reached an agreement in principle
with an affiliate of the buyer and one of CFC's existing lenders
to provide up to $125 million of DIP financing. Upon execution
of definitive agreements and Bankruptcy Court approval, the DIP
financing should provide the company with sufficient funding to
continue to operate its business and serve its customers without
interruption during the Chapter 11 process. Pending final
approval of the DIP financing by the Court, CFC's secured
lenders have agreed to allow CFC to use cash collateral to fund
its ongoing operations.

As a routine matter, ongoing employee compensation and benefit
programs are being presented to the Court for approval as part
of the company's "first-day" motions, and the company
anticipates that the Court will approve these requests, thereby
ensuring that employees will be paid and that benefit programs
will remain intact. Vendors will be paid in the ordinary course
for all goods furnished and services rendered after the filing.

CFC and Conseco Finance Servicing Corp., filed their voluntary
Chapter 11 petitions in the U.S. Bankruptcy Court for the
Northern District of Illinois. Conseco, Inc., CFC's parent, also
announced today that it and certain of its non-operating
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 with that Court.

Conseco Finance Corp., with managed assets of $38 billion, is
one of America's largest finance companies. Conseco Finance
Corp., is a subsidiary of Conseco, Inc., which is headquartered
in suburban Indianapolis.

Conseco Finance Tr III's 8.796% bonds due 2027 (CNC27USR1) are
trading at about 17 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC27USR1for  
real-time bond pricing.


CONSECO: Chapter 11 Petition Summary
------------------------------------
Debtor entities filing separate chapter 11 petitions:

     Case No.   Debtor                           
     --------   ------
     02-49671   Partners Health Group, Inc.
     02-49672   Conseco, Inc.
     02-49673   CTIHC, Inc.
     02-49674   CIHC, Incorporated
     02-49675   Conseco Finance Corp.
     02-49676   Conseco Finance Servicing Corp.

Chapter 11 Petition Date: December 17, 2002

Bankruptcy Court: United States Bankruptcy Court
                  Northern District of Illinois
                  Eastern Division
                  219 South Dearborn
                  Chicago, Illinois 60604
                  Telephone (312) 435-5694
                  Fax (312) 408-7750

Bankruptcy Judge: The Honorable Carol A. Doyle

Debtors'
Bankruptcy
Counsel:          James H.M. Sprayregen, Esq.
                  Anne Marrs Huber, Esq.
                  Anup Sathy, Esq.
                  Stephanie D. Simon, Esq.
                  Timothy D. Elliott, Esq.
                  KIRKLAND & ELLIS
                  AON Center
                  200 East Randolph Drive
                  Chicago, Illinois 60601
                  Telephone (312) 861-2000
                  Fax (312) 861-2200

                    - and -

                  Richard L. Wynne, Esq.
                  KIRKLAND & ELLIS
                  777 South Figueroa Street
                  Los Angeles, California 90017
                  Telephone (213) 680-8400
                  Fax (213) 680-8500

Debtors'
Financial
Advisor:          Frank A. Savage
                  LAZARD FRERES & CO.
                  30 Rockefeller Plaza
                  New York, NY 10020
                  Telephone (212) 632-6000
                  
Debtors'
Strategic
Advisor:          CREDIT SUISSE FIRST BOSTON CORPORATION

CFC Debtors'
Interim Managers: Anthony H.N. Schnelling
                  David Phelps
                  Carl Young
                  Jean FitzSimon
                  BRIDGE ASSOCIATES, LLC
                  747 Third Avenue, Suite 20A
                  New York, New York 10017
                  Telephone (800) 838-6966

CFC Debtors'
Special Counsel:  Bruce J. Shnider, Esq.
                  Michael E. Reeslund, Esq.
                  Charles F. Sawyer, Esq.
                  DORSEY & WHITNEY LLP
                  50 South Sixth Street, Suite 1500
                  Minneapolis, Minnesota 55402-1498
                  Telephone (612) 340-2862

Debtors' Special
SEC Litigation
Counsel:          James R. Doty, Esq.
                  James E. Rocap, III, Esq.
                  Stacy Paxon, Esq.
                  BAKER BOTTS L.L.P.
                  The Warner
                  1299 Pennsylvania Ave., NW
                  Washington, DC 20004-2400
                  Telephone (202) 639-7700
                  Fax (202) 639-7890

Debtors' Special
Litigation
Counsel:          Gregory P. Joseph, Esq.
                  Pamela Jarvis, Esq.
                  Honey L. Kober, Esq.
                  GREGORY P. JOSEPH LAW OFFICES LLC
                  805 Third Avenue, 31st Floor
                  New York, NY 10022

Holding Company
Debtors' Special
Corporate
Counsel:          James M. Carr, Esq.
                  BAKER & DANIELS
                  300 N. Meridian Street, Suite 2700
                  Indianapolis, IN 46204

Debtors'
Accountants:      John J. Quinn
                  PRICEWATERHOUSECOOPERS LLP
                  300 North Meridian Street, Suite 1700
                  Indianapolis, IN 46204-1767
                  Telephone (317) 453-4100

Holding Company
Debtors'
Actuaries:        Bruce W. Winterhof
                  MILLIMAN USA, INC.
                  Two Conway Park
                  150 Field Drive, Suite 180
                  Lake Forest, IL 60045
                  Telephone (312) 726-0677
                  Fax (847) 604-8671

Debtors'
Claims Agent:     Sean Allen
                  Tinamarie Feil
                  BANKRUPTCY MANAGEMENT CORPORATION
                  6096 Upland Terrace South
                  Seattle, WA 98118
                  Telephone (206) 725-5405
                  Fax (206) 374-2727

Debtors'
Corporate
Communication
Consultants:      Michael S. Sitrick
                  Ann Julsen
                  Jeff Lloyd
                  SITRICK & COMPANY, INC.
                  1840 Century Park East, Suite 800
                  Los Angeles, California 90067
                  Telephone (310) 788-2850

U.S. Trustee:     Ira Bodenstein
                  Constantine Harvalis   
                  Sandra Rasnak
                  United States Trustee for Region 11
                  227 West Monroe St., Suite 3350  
                  Chicago, Illinois 60606
                  Telephone (312) 886-5785
                  Fax (312) 886-5794    
                  


CONSECO: Holding Companies' 30-Largest Unsecured Creditors
----------------------------------------------------------
Pursuant to Rule 1007 of the Federal Rules of Bankruptcy
Procedure, Conseco, Inc., and CIHC, Incorporated, disclose the
identities of their 30-largest unsecured creditors who are not
insiders, as of December 9, 2002:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Bank of America National      Bank Debt          $1,493,275,217
   Trust and Savings Assoc.
231 South LaSalle Street
Chicago, IL 60697
Attn: Bridget Garavalia
Telephone (312) 828-1259
Fax (312) 828-6269

State Street Bank             8.70% Trust          $500,000,000
Corporate Trust Division      Preferred
225 Asylum Street             Securities
Hartford, CT 06103
Attn: Michael Hopkins
Telephone (860) 244-1820
Fax (860) 244-1889

HSBC Bank USA                 8.75% Senior Notes   $423,706,000
Issuer Services               
452 5th Avenue
New York, NY 10018-2706
Attn: Robert Conrad
Telephone (212) 525-1314

State Street Bank             9.0% Guaranteed      $399,200,000
                              Senior Notes


State Street Bank             8.75% Guaranteed     $364,294,000
                              Senior Notes

State Street Bank             10.75% Guaranteed    $362,433,000
                              Senior Notes

State Street Bank             8.70% Trust          $325,000,000
                              Preferred
                              Securities

State Street Bank             8.796% Trust         $300,000,000
                              Preferred
                              Securities

State Street Bank             9.44% Trust          $300,000,000
                              Preferred
                              Securities

State Street Bank             9.16% Trust          $275,000,000
                              Preferred
                              Securities

HSBC Bank USA                 6.4% Senior Notes    $234,064,000

State Street Bank             9.00% Trust          $230,000,000
                              Preferred
                              Securities

HSBC Bank USA                 8.5% Senior Notes    $224,905,000

Bank of America, N.A.         Director and         $200,054,938
                              Officer Loan

HSBC Bank USA                 9.0% Senior Notes    $150,800,000

State Street Bank             6.8% Guaranteed      $150,783,000
                              Senior Notes

The Chase Manhattan Bank      Director and         $141,551,144
270 Park Avenue               Officer Loan
New York, NY 10017
Attn: Helen Newcomb
Telephone (212) 270-6260
Fax (212) 270-1511

Bank of America, N.A.         Director and         $129,812,258
                              Officer Loan

HSBC Bank USA                 6.8% Senior Notes     $99,217,000

HSBC Bank USA                 10.75% Senior Notes   $37,567,000

State Street Bank             6.4% Guaranteed       $14,936,000
                              Senior Notes

Bank of America, N.A.         Director and           $9,856,737
                              Officer Loan

State Street Bank             8.5% Guaranteed          $991,000
                              Senior Notes

Banc One                      7% Feline Prides          $67,000
Corporate Trust Services
One Bank One Plaza
Suite IL 1-0126
Chicago, IL 60670-0216
Attn: Mark J. Frye
Telephone (312) 407-8810
Fax (312) 407-1708



CONSECO: Conseco Finance Debtors' 40-Largest Unsecured Creditors
----------------------------------------------------------------
Pursuant to Rule 1007 of the Federal Rules of Bankruptcy
Procedure, Conseco Finance Corp. and Conseco Finance Servicing
Corp., disclose the identities of their 40-largest unsecured
creditors who are not insiders, as of December 9, 2002:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
U.S. Trust, N.A.
180 East 5th St., 2nd Floor   Guarantee Payments     $8,036,158
St. Paul, MN 55101            on Asset
Attn: Tamara Schulty-Pugh     Securitization Bonds
Telephone (651) 244-0011
Fax (651) 244-0089

ALLTEL Information Services,  Judgment               $6,742,258
   Inc.
4001 Rodney Parham Rd.
Little Rock, AR 72212
Attn: Michael Gravelle
Telephone (501) 220-7070
Fax (501) 220-4034

Menards                       Merchant Incentive     $1,171,006
4777 Menard Drive             Program
Eau Claire, WI 54703
Attn: Jeff Sacla
Telephone (715) 876-2428
Fax (715) 876-2743

U.S. Bank, N.A.               Trustee Fees             $304,684
180 Fifth St., 2nd Floor
St. Paul, MN 55101            
Attn: Tamara Schulty-Pugh     
Telephone (651) 244-0011
Fax (651) 244-0089

ZC Sterling                   Trade Debt               $236,244
210 Interstate N. Pkwy
Suite 400
Atlanta, GA 30339
Attn: Bob Davis
Telephone (770) 690-8400
Fax (770) 690-8240

American Express Corp.        Trade Debt               $213,666
P.O. Box 0001
Chicago, IL 60679
Attn: Brent Muntz
Telephone (623) 492-7269
Fax (623) 492-5339

Corporate Express National    Trade Debt               $208,238
P.O. Box 71217
Chicago, IL 60694
Attn: Richard Toppin
Telephone (651) 638-8801
Fax (651) 638-8855

Airborne Express              Trade Debt               $204,968
P.O. Box 91001
Seattle, WA 98111
Attn: Eric DeWitt
Telephone (800) 247-2676
Fax (317) 487-5751

Sharp Electronics Finance     Trade Debt               $130,952
P.O. Box 642333
Pittsburgh, PA 15264
Attn: Mike Torticilli
Telephone (800) 789-5203
Fax (319) 841-6324

Sotiroff & Abramczyk, P.C.    Professional Fees        $126,139
30400 Telegraph, Suite 444
Bingham Farms, MI 48025
Attn: Barb Jester
Telephone (248) 642-6000
   Extension 206
Fax (248) 642-9001

Select Comfort Corporation    Trade Debt               $120,225
6105 Trenton Lane North
Plymouth, MN 55442
Attn: Jim Raabe
Telephone (763) 551-7428
Fax (763) 551-7826

Syntel Inc.                   Trade Debt               $116,094
525 East Big Beaver
Suite 300
Troy, MI 48083
Attn: Reghu Neelakanthun
Telephone (248) 619-3546
Fax (248) 619-2891

Standard & Poor's Rating      Trade Debt               $100,500
   Services
2542 Collection Center Dr.
Chicago, IL 60693
Attn: Michael Sherifan
Telephone (800) 767-1896
   Extension 4
Fax (212) 438-5178

Imake Consulting              Trade Debt                $99,950
6700 Rockledge Drive
Suite 101A
Bethesda, MD 20817
Attn: Trami Tran
Telephone (301) 896-9200
Fax (301) 897-2016

Iron Mountain, Inc.           Trade Debt                $95,738
P.O. Box 60709
Los Angeles, CA 90060
Attn: Doug Huffman
Telephone (952) 888-3852
Fax (952) 888-8445

PRG Schultz International     Trade Debt                $68,951
P.O. Box 100101
Atlanta, GA 30384
Attn: Jim Baker
Telephone (949) 234-2200
Fax (949) 487-0125

NCP Solutions, Inc.           Trade Debt                $64,115
P.O. Box 830876
Birmingham, AL 35283
Attn: Steve Greenwalt
Telephone (205) 421-7000
Fax (205) 849-6926

Comdisco/CNS                  Trade Debt                $62,772
7145 Collection Center
Chicago, IL 60693
Attn: Linda Terrin
Telephone (847) 518-7924
Fax (847) 518-5060

Repossessors, Inc.            Trade Debt                $60,262
10939 89th Avenue North
Minneapolis, MN 55369
Attn: Larry Lobe
Telephone (763)493-4951
   Extention 236
Fax (763) 493-4974

Getsmart.com, Inc.            Trade Debt                $59,712
P.O. Box 193824
San Francisco, CA 94119
Attn: Sue Singh
Telephone (415) 644-5211
Fax (415) 644-4944

Hewlett-Packard               Trade Debt                $58,974
P.O. Box 75629
Charlotte, NC 28275
Attn: Loretta Clayton
Telephone (800) 209-9260
   Extension 56524
Fax (404) 648-8201

De Lage Landen Financial      Trade Debt                $57,400
   Services
P.O. Box 41601
Philadelphia, PA 19101
Attn: Jane Condi
Telephone (800) 736-0220
   Extension 5434
Fax (800) 442-2086

U.S. Property & Appraisal     Trade Debt                $54,936
P.O. Box 16490
Pittsburgh, PA 15242
Attn: Jim Messineo
Telephone (412) 220-8400
   Extension 1811
Fax (412) 220-8443

Orion Marketing Group, Inc.   Trade Debt                $53,303
1200 Network Blvd.
Building A, Suite 105
San Antonio, TX 78249
Attn: Eulonda Jackson
Telephone (210) 690-4114
Fax (210) 690-9215

Datacomp                      Trade Debt                $52,314
3215 Eaglecrest Drive N.E.    
Grand Rapids, MI 49525
Attn: Renie Smith
Telephone (800) 365-1415
Fax (800) 841-8062

Asset One Marketing Group     Trade Debt                $51,469
600 17th Street, No. 1610S
Denver, CO 80202
Attn: Heather Preston
Telephone (303) 285-9094
Fax (303) 285-0523

David J. Stern, P.A.          Trade Debt                $50,260
801 S. University Drive
Suite 500
Plantation, FL 33324

Parego, Inc.                  Trade Debt                $47,815

Pitney Bowes Management       Trade Debt                $46,395

Deutsche Financial Services   Trade Debt                $45,050

RDI Marketing Services, Inc.  Trade Debt                $44,245

Brandt Fisher Alward & Roy PC Trade Debt                $42,574

Secured Legal Services Group  Trade Debt                $41,656

Wingate Carpet Mills          Trade Debt                $38,375

Kenney & Solomon, P.C.        Trade Debt                $36,883

Ambassadors Performance       Trade Debt                $36,623

Pierce & Associates, P.C.     Trade Debt                $36,104

Promotional Alliance          Trade Debt                $35,582

Windsor Building, L.L.C.      Trade Debt                $35,573

Mortgage Specialists, Inc.    Trade Debt                $35,088



COVANTA CONCERTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Covanta Concerts Holdings, Inc.
        f/k/a The Metropolitan Entertainment Co., Inc.
        40 Lane Road
        Fairfield, New Jersey 07004
   
Bankruptcy Case No.: 02-16322

Type of Business: The Debtor is an affiliate of Covanta Energy
                  Corporation.

Chapter 11 Petition Date: December 16, 2002

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Vincent Edward Lazar, Esq.
                  Christine Childers, Esq.
                  Jenner & Block, LLC
                  One IBM Plaza
                  Chicago, Illinois 60611
                  Tel: (312) 923-2989
                  Fax: (312) 840-7389

                         -and-

                  Deborah M. Buell, Esq.
                  James L. Bromley, Esq.
                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, NY 10006  
                  Tel: 212-225-2000
                  
Estimates Assets: $100,000 to $500,000

Estimated Debts: $10 to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of America, Agent                             477,000,000
Deutsche Bank, Agent
O'Melveny & Myers, 153 E. 53rd
New York, NY 10022-4611

Keith Beccia                Breach of Contract         Unknown
165 Kinglands Road
Boonton, NJ 07005
c/o Alan M. Lebensfeld, Esq.
Lebensfeld, Borker & Sussman
140 Broad St.
Red Bank, NJ 07701

Blank, Rome, Tenzer, et al. Legal Fees                  $2,012

Paula M. Bridges                                       Unknown

Gary A. Brown                                          Unknown

Peggy Castle                Personal Injury Claim      Unknown

State of Connecticut        Taxes                      Unknown
Dept. of Revenue Services

Robert B. Dunlap                                       Unknown

Elliot, Reihner, et al.     Legal Fees                 $46,624

Thom Greco, Harvey's Lake   Breach of Contract         Unknown

Kilpatrick Stockton, LLP    Legal Services              $3,547

Manhattan Center Studios    Breach of Letter           Unknown
d/b/a Hammerstein Ballroom

Massa & Associates, Inc.    Consulting Fees             $1,620

State of New Jersey - CBT   Taxes                      Unknown
Div. of Taxation

City of New York            Taxes                      Unknown

Penske Pinebrook            Truck Leasing Claim         $2,195

Riker, Danzig, Scherer,     Legal Fees                 $59,807
et al.

Rusted Root                 Royalties                  $22,794

City of Scranton            Mercantile Taxes          $178,909

Strates Shows               Lease/Grant of Easement,    $5,540
                            Covenants and
                            Restructuring;
                            ad valorem taxes


COVANTA ENERGY: Asks Court to Approve Two Unwind Agreements
-----------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates seek the
Court's authority for Covanta Energy Corporation to enter into:

  (a) a Class A Unwind Agreement pursuant to the term of which
      Covanta would transfer certain Class A distress preferred
      shares to Palladium Finance Corporation I in return for a
      certain senior term loan payable by Palladium being
      transferred to Covanta; and

  (b) a Class II Unwind Agreement, pursuant to which Covanta
      would transfer certain Class II distress preferred shares
      to Senator Finance Corporation II in return for a certain
      secured subordinated loan payable by OSHC being
      transferred to Covanta.

In Canada, a troubled company may issue Distressed Preferred
Shares to Canadian financial institutions to pay, for up to five
years, a lower tax-exempt interest rate on borrowed money.  This
is done by exchanging outstanding debt for preferred equity, the
dividends on which are not taxable income for the DPS buyer.

                      Class A Unwind Agreement

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that in April 1997, Covanta borrowed
$97,000,000 from a syndicated headed by Deutsche Bank AG to
purchase a loan that NationsBank of North Carolina, N.A. and
other had made to Palladium in 1994 in connection with the
construction of the Arena.  The Term Loan was secured by a first
lien on the assets relating to the Arena, and by Covanta's
guarantee of the Manager's obligation to make certain working
capital advances to Palladium.

Pursuant to a Canadian Customs Revenue Agency tax ruling dated
as of December 19, 1997, a special purpose affiliate of
Palladium, Palladium Finance Corporation I -- FinanceCo I --
issued in December 1997, 135,800,000 Class A distress preferred
shares to a consortium of Canadian banks, including the Canadian
Imperial Bank of Commerce for CND$1 per share.  The Class A DPS
transaction was to temporarily reduce the effective cost to
Palladium of servicing the Term Loan.

With the proceeds of the Class A DPS issuance, FinanceCo I
purchased the Term Loan from Covanta, which in turn used the
proceeds to repay the Deutsche Syndicate's loan in full.

As part of the transaction, Covanta and CIBC, as agent of the
Palladium DPS Holders, entered into the Ogden Put/Call Agreement
A, which provided the Palladium DPS Holders with the right to
put the Class A DPS to Covanta for CND$135,8000,000 after five
years or, if earlier, on the occurrence of an Event of
Retraction. Covanta's put obligation under the Ogden Put/Call
Agreement A was secured by a $95,000,000 letter of credit issued
by the Deutsche Syndicate.  Covanta was obligated to reimburse
the Deutsche Syndicate for any amount drawn on the Deutsche
Letter of Credit.

After a series of Events of Retraction in 2002, The Palladium
DPS Holders exercised their rights to put the Class A DPS to
Covanta in March 2002.  In the same month, CIBC drew $86,200,000
from the Deutsche Letter of Credit as payment for the Class A
DPS.  Hence, the Term Loan currently remains in the hands of
FinanceCo I, while Covanta holds the Class A DPS.

Ms. Buell reports that FinanceCo I failed to declare and pay in
full dividends the Class A DPS, which constitute Events of
Retraction.  An Event of Retraction triggers the rights of
Covanta, as holder of Class A DPS, to call the Term Loan
FinanceCo I hold.  Covanta decided to exercise that call option
to protect its interests.  The Debtors, Palladium and other
interested parties propose to enter into the Class A Unwind
Agreement that will contain these basis provisions:

    (a) the parties recognize that Events of Retraction have
        occurred with respect to the Class A DPS, and that
        Covanta has duly exercised its option to call the Term
        Loan from FinanceCo I pursuant to the terms of the Debt
        Put/Call Agreement A;

    (b) Covanta will pay for the purchase of the Term Loan by
        transferring the Class A DPS to FinanceCo I in full
        consideration thereof;

    (c) Palladium consents to the transaction between FinanceCo
        I and Covanta, and agrees that the interest on the Term
        Loan will begin to accrue as of the date of the Class A
        Unwind Agreement; and

    (d) Covanta reserves its right to demand and receive any
        unpaid dividend on the Class A DPS that has accrued and
        remains unpaid as of the date of the Class A Unwind
        Agreement.

                    Class II Unwind Agreement

Ms. Buell relates that in January 1999, Covanta made a
CND$30,000,000 subordinated loan to OSHC, secured by
substantially all the assets of the Team, including the National
Hockey League franchise.  Pursuant to a CCRA tax ruling dated as
of January 13, 1999, a special purpose affiliate of OSHC,
Senator Finance Corporation II -- Team FinanceCo II -- issued in
January 1999 30,000,000 of Class II distress preferred shares to
CIBC and HSBC Bank of Canada for CND$1 per share.  Team
FinanceCo II used the Class II DPS proceeds to purchase the
Subordinated Loan from Covanta.

Covanta agreed that the Team DPS Holders could put the Class II
DPS to Covanta for the purchase price of Class II DPS, plus
accrued and unpaid dividends, after five years or upon the
occurrence of an Event of Retraction.  Covanta's obligation to
purchase the Class II DPS was secured by a letter of credit
Fleet Bank issued.  Covanta though has to reimburse Fleet Bank
for any drawn amount on the Fleet Letter of Credit.

A year prior to Petition Date, OSHC failed to comply with
certain financial covenants that constitute an Event of
Retraction.  This triggered the Team DPS Holders' right to put
the Class II DPS to Covanta.  In March 2002, the Team DPS
Holders exercised their right to put the Class II DPS to
Covanta.  CIBS, as agent of the Team DPS Holders, obtained
payment for the Class II DPS by drawing on the Fleet Letter of
Credit.  Accordingly, Fleet Bank demanded from Covanta immediate
reimbursement.  With Covanta's insufficient liquidity, it was
unable to reimburse Fleet Bank for the drawn Fleet Letter of
Credit.

Thus, Ms. Buell informs Judge Blackshear, the Subordinated Loan
is currently held by Team FinanceCo II while Covanta holds the
Class II DPS.  Covanta decided to call the Subordinated Loan
from Team FinanceCo II to protect its investments.  The
transaction will be bound by the Debtors, OSHC and other
interested parties' entry into the Class II Unwind Agreement for
Covanta to transfer the Class II DPS to Team FinanceCo II in
return for the Subordinated Loan.  The Class II Unwind Agreement
will substantially contain the same terms as the Class A Unwind
Agreement when finalized.

Pursuant to Section 363(b)(1) of the Bankruptcy Code, Ms. Buell
contends that Covanta's entry into the two Agreements qualifies
for a sound business judgment because unwinding the Class A DPS
and Class II DPS in return for the Term Loan and the
Subordinated Loan serves the best interest of Covanta and its
creditors.  Ms. Buell explains that by unwinding the Class A and
Class II DPS, Covanta will be in a better position to ultimately
dispose of its interests in the Team and the Arena as a secured
lender.  "This would represent a significant step toward
achieving one of the most important objectives of these Chapter
11 proceedings, namely, the divestment of all of the Debtors'
entertainment and aviation businesses," Ms. Buell points out.

Moreover, Ms. Buell notes, there is no reason to leave the Term
Loan or the Subordinated Loan with FinanceCo I and Team
FinanceCo II respectively.  On the contrary, if it becomes
necessary to commence enforcement proceedings with respect to
the two Loans, Covanta will benefit from having direct control
over the Loans and their respective collateral. (Covanta
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CUMMINS INC: Names Jean Blackwell as New Chief of Staff and CFO
---------------------------------------------------------------
Cummins Inc., announced the appointments of the following senior
staff to key positions within the company:

     -- Jean Blackwell, Vice President, Cummins Business
Services, will assume the responsibilities of Chief Financial
Officer and Chief of Staff. Blackwell, who joined Cummins in
1997, formerly served as Indiana State Budget Director, where
she managed a $25 billion biennial state budget.

     -- Tom Linebarger, Vice President and Chief Financial
Officer since 2000, will become President of the Cummins Power
Generation Business, succeeding Jack K. Edwards, who will retire
in June after a 30-year career with the company. Linebarger has
been with Cummins eight years.

     -- Susan K. Carter, Cummins Vice President and Controller,
will become Vice President of Finance and Chief Accounting
Officer, responsible for control, auditing, tax and risk
management functions, as well as various finance groups serving
the Cummins administrative areas. She joined Cummins in March,
after serving as Vice President and CFO of Honeywell, Inc.'s
Transportation and Power Systems.

The changes will take effect February 1, 2003, with a continued
transition for a period thereafter.

"In the Cummins tradition of providing broad experiences for our
talented people, we are pleased to offer these outstanding
executives new and exciting opportunities," said Tim Solso,
Cummins Chairman and CEO. "While these are challenging
positions, we are confident that all three have the background
and expertise to make seamless transitions."

Blackwell was selected for the position of Chief Financial
Officer, Solso said, "because she has a proven track record with
the company, has strong leadership skills, understands our
business and is well versed in monetary matters based on her
experience overseeing the financial strategy for the state of
Indiana.

"The Board has great confidence in her abilities," he added.

Solso said the move is a positive one for Linebarger and a vote
of confidence in his abilities and proven leadership: "This new
position will continue to broaden the experiences of Tom
Linebarger. As Cummins CFO, Tom has done an outstanding job
managing the financial complexities of a global family of
businesses. He also did an excellent job managing our Holset
Engineering and Supply Chain operations," he added.

Solso also said that Cummins is very optimistic about the future
prospects of the Power Generation Business, which, under Jack
Edwards' leadership, has already taken steps to position itself
for the future.

Although Carter has been with the company only a short time,
Solso said she has made a significant contribution in her role
as Controller. "Susan has done a tremendous job for us, and has
proven that she can handle the additional responsibilities we
are giving her in the Finance organization. She has also played
a critical role in helping us strengthen our controls and
governance processes in support of the new requirements of the
Sarbanes-Oxley Act."

He noted that Cummins will miss the "enthusiasm and dedication
of Jack Edwards. He is a remarkable individual, a great
humanitarian and a close personal friend. Jack was the main
architect and builder of our current international business. He
led our Power Generation Business during its restructuring and
created the framework that will make this business a growth
engine for our company."

Edwards, 58, joined Cummins in 1972 after serving as Regional
Director of Peace Corps Columbia. He was named President,
Cummins Brazil, S. A., in 1986 and became Vice President,
International in 1989. He has served as Executive Vice President
and President of the Power Generation Business since April 1996.

Blackwell, 48, has a degree in economics from the College of
William and Mary and was graduated cum laude from the University
of Michigan Law School. She has been a partner in the
Indianapolis law firm of Bose McKinney & Evans, where she
practiced in the area of financial and real estate transactions.
She was Executive Director of the Indiana State Lottery
Commission. She has served on numerous state and national
boards, including the Governor's Committee on Welfare Property
Tax Reform and as Chair of Indiana's Intelenet Commission and
State Ethics Commission. She has served as Vice President and
General Counsel at Cummins and Vice President of Human
Resources.

Linebarger, 39, was as an Investment Manager for Prudential
Investment Corporation before joining Cummins in 1994. After
serving in a variety of positions at the company, he was named
Managing Director, Holset Engineering Company in 1997 and Vice
President, Supply Chain Management in 1998. He was promoted to
Vice President and Chief Financial Officer two years ago. He has
an MBA from the Stanford Graduate School of Business and
undergraduate degrees in mechanical engineering from Stanford
University and in economics from Claremont McKenna College.

Carter, 44, came to Cummins from Honeywell where she held
several financial positions within Aerospace and Transportation
and Power Systems. Carter has also held Controller and Audit
positions in Crane Company's Valve Group and DeKalb Corporation.
She has a degree in accounting from Indiana University and an
MBA from Northern Illinois University. She is also a Certified
Public Accountant.

"Tom, Jean and Sue will work closely through the end of January
to ensure that the transfer of responsibilities goes smoothly.
During February, Jack will help integrate Tom into the Power
Generation Business," Solso said.

A global power leader, Cummins Inc., is a corporation of
complementary business units that design, manufacture,
distribute and service electrical power generation systems,
engines and related technologies, including fuel systems,
controls, air handling, filtration and emission solutions.
Headquartered in Columbus, Indiana (USA), Cummins serves its
customers through more than 500 company owned and independent
distributor locations in 131 countries and territories. With
24,900 employees worldwide, Cummins reported sales of $5.7
billion in 2001. Press releases by fax can be requested by
calling News On Demand (toll free) at 888-329-2305. Cummins home
page can be found at http://www.cummins.com

                         *   *   *

As previously reported in the November 11 issue of the Troubled
Company Reporter, Fitch Ratings downgraded the senior unsecured
notes of Cummins Inc., to 'BB-' from 'BB+', assigned a rating
of 'BB-' to the $200 million in new senior unsecured notes being
issued, and assigned a rating of 'BB+' to the newly established
$385 million secured revolving credit agreement. The company's
mandatorily redeemable convertible preferred securities have
also been downgraded to 'B+' from 'BB-'. The downgrades reflect
persistently weak end markets, longer term concerns related to
the company's competitive position and profitability, weak
credit measures, increasing pension obligations and the granting
of security to the company's revolving credit lenders (resulting
in the subordination of the unsecured notes and preferred
securities). The Rating Outlook remains Negative.


DATATRAK INT'L: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
DATATRAK International, Inc., (Nasdaq: DATA) has been notified
by the Nasdaq Stock Market (Nasdaq) that it is not in compliance
with the minimum stockholders' equity requirement of $10 million
for continued listing on the Nasdaq National Market. In its
quarterly report on Form 10-Q for the period ended September 30,
2002, the Company reported stockholders' equity of approximately
$4.3 million. Nasdaq has requested that the Company provide
information as to how it intends to regain and sustain
compliance with this requirement, and the Company is cooperating
with that request. As previously announced, the Company is
actively pursuing a potential substantial equity investment in
the Company, which is expected to increase stockholders' equity
well above the $10 million minimum requirement.

After reviewing the Company's information as to how it will
regain compliance, Nasdaq may determine to delist the Company's
common shares as a result of the listing deficiencies. The
Company will, however, be given an opportunity to appeal that
determination prior to being delisted. In addition, the Company
also may consider listing its common shares on the Nasdaq
SmallCap Market. There can be no assurance that the Company will
be able to cure the deficiency by completing a potential equity
investment or by some other course of action, or that,
alternatively, the Company's application for listing on the
SmallCap Market would be accepted.

DATATRAK International, Inc., is a worldwide ASP for the EDC
industry. The Company provides a suite of software products
supporting the use of DATATRAK EDC(TM) and related services to
the pharmaceutical, biotechnology, and medical device
industries. DATATRAK EDC(TM) was developed in order to deliver
clinical research data from investigative sites to clinical
trial sponsors faster and more efficiently than conventional,
manual methods. DATATRAK EDC(TM) can be deployed worldwide in
either a distributed platform using laptop computers or in a
centralized environment using the Internet. DATATRAK EDC(TM)
software and its earlier versions have successfully supported
many international clinical studies involving thousands of
clinical research sites and encompassing tens of thousands of
patients in 39 countries. DATATRAK International, Inc.'s product
suite has been utilized in some aspect of the clinical
development of 13 separate drugs that have received regulatory
approval from either the United States Food and Drug
Administration or counterpart European bodies. DATATRAK
International, Inc. has offices located in Cleveland, Ohio and
Bonn, Germany. Its common stock is listed on the Nasdaq Stock
Market under the symbol "DATA." Visit the DATATRAK
International, Inc. Web site at http://www.datatraknet.comor  
http://www.datatraknet.de  

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed on November 13, 2002, the Company
reported:

Since its inception, the Company's principal sources of cash
have been cash flow from operations, proceeds from the sale of
equity securities and the sale of its Clinical Business. The
Company's investing activities primarily reflect capital
expenditures and purchases and maturities of short-term
investments. In January 2002 the Company raised approximately
$3.8 million in cash with the completion of its private
placement of common shares.

The Company's contracts usually require a portion of the
contract amount to be paid at the time the contract is
initiated. Additional payments are generally received, as work
progresses, throughout the life of the contract. All amounts
received are recorded as a liability (deferred revenue) until
work has been completed and revenue is recognized. Cash receipts
do not necessarily correspond to costs incurred or revenue
recognized. The Company typically receives a low volume of
large-dollar receipts. Accounts receivable will fluctuate due to
the timing and size of cash receipts. Accounts receivable (net
of allowance for doubtful accounts) was $680,000 at
September 30, 2002 and $430,000 at December 31, 2001. Deferred
revenue was $700,000 at September 30, 2002 and $470,000 at
December 31, 2001.

Cash and cash equivalents decreased $540,000 during the nine
months ended September 30, 2002. This was the result of $4.4
million used in operating activities, offset by $3.9 provided by
investing and financing activities. Cash used for operating
activities resulted from the funding of net operating losses and
other working capital needs. Investing activities included net
maturities of short-term investments of $1.3 million and $1.2
million used to purchase property and equipment. Financing
activities include $3.8 million received from the Company's
private placement of its common shares.

At September 30, 2002, the Company had working capital of $2.4
million, and its cash, cash equivalents and short-term
investments totaled $3.4 million. The Company's working capital
decreased by $1.9 million since December 31, 2001. The decrease
was primarily the result of the $1.8 million decrease in cash,
cash equivalents and short-term investments. The growth in
accounts receivable was offset by the growth in current
liabilities.

The Company is responsible for funding the future enhancement
and testing of the DATATRAK EDC(TM) software. The Company will
continue to invest in the development of the DATATRAK(R)
process. The Company's operations and the EDC market are still
in a developmental stage. DATATRAK has experienced marginal
revenue growth; however, the Company anticipates negative cash
flow from operations for the remainder of 2002, as it attempts
to achieve profitability. The Company anticipates capital and
related expenditures of approximately $200,000 through the end
of the current year for continued commercialization and product
development of DATATRAK EDC(TM), which the Company expects to
fund from existing cash and cash equivalents, maturities of
short-term investments and cash flow from operations. The
Company believes that its cash and cash equivalents, maturities
of short-term investments and cash flow from operations,
together with its existing sources of equity, will be sufficient
to meet its working capital and capital expenditure requirements
through December 31, 2002.

On September 23, 2002, the Company announced the signing of a
definitive agreement to purchase Oriam, SA, a French Technology
Firm with offices in Paris, France and Boston, Massachusetts.
Closing of the proposed transaction is contingent upon
appropriate financing. In order to complete the purchase of
Oriam, SA and support its future working capital needs beyond
December 31, 2002, the Company will need to raise additional
funds by selling debt or equity securities or through other
arrangements. Specific terms involved with potential financing
are currently being evaluated by DATATRAK and its investment
advisors, however, additional capital may not be available on
acceptable terms, if at all.


DELIA*S CORP: Third Quarter Net Loss Balloons to $11 Million
------------------------------------------------------------
dELiA*s Corp. (Nasdaq:DLIA), a leading multichannel retailer to
teenage girls and young women, announced financial results for
the third quarter and thirty-nine weeks ended November 2, 2002.

The company's net sales for the quarter were $32.9 million, as
compared to sales of $32.5 million in the prior year. Retail
sales increased 23%, driven by new store openings. Direct sales
decreased 19% on a 10% reduction in circulation. The net loss
for the quarter was $10.7 million, compared to a loss of $3.2
million in the same period last year. Included in the net loss
for the quarter were corporate severance and call center
relocation charges totaling $1.6 million. In addition, the
Company recorded a $2.3 million charge to Cost of Sales,
relating primarily to the liquidation of under-performing back
to school product.

Stephen Kahn, Chief Executive Officer, stated, "The second and
third quarters were the most difficult and disappointing in
dELiA*s history. Significant Back to School product and planning
miscues negatively affected performance in both the retail and
direct channels. Accordingly, beginning in early August, we took
austere steps to rationalize our overhead costs and work through
our excess inventory. To address overhead, we reduced headcount
by approximately $3.5 million, representing approximately 20% of
corporate payroll. Additionally, we took immediate action to
liquidate excess inventories to better position us for holiday."

Kahn continued, "As a result of the above steps, both our direct
and retail businesses have improved over the course of the
holiday season and we currently expect to be operationally
EBITDA positive in the fourth quarter. Additionally, we
anticipate healthy inventories at seasonally appropriate levels
heading into Spring. We believe that these steps have quickly
put us on the path to recovery and represent a strong turn in
direct and improved performance at retail. That being said, we
remain focused on further streamlining our business and, given
overall economic uncertainty, are also continuing to pursue
strategic relationships to bolster our resources and optimize
our operating flexibility. We hope to announce a decision in
this regard by the end of the fiscal year."

On a consolidated basis, net sales for the first three quarters
of fiscal 2002 decreased 7.2% to $87.8 million from $94.7
million in the same period last year. The Company's net loss
before the cumulative effect of a change in accounting principle
in fiscal 2002 was $22.0 million. After the positive effect of a
change in accounting principle, net loss for the first three
quarters of fiscal 2002 was $6.6 million. The loss for the same
period last year was $22.4 million.

Separately, the Company announced that Dennis Goldstein is
stepping down from his role as CFO to pursue other interests.
Effective immediately, Evan Guillemin, currently Chief Operating
Officer, is additionally appointed CFO, a position which he
previously held from July 1996 to March 2000. Commenting on this
move, Kahn stated, "We appreciate Dennis' work and dedication
over the last four years and wish him the best for the future.
We expect a seamless transition as Evan is well acquainted with
leading the dELiA*s financial team."

dELiA*s Corp., is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, http://www.dELiAs.comand 65 dELiA*s retail stores.  

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended November 2,
2002, the Company stated:

"Cash used in operations in the first three quarters of fiscal
2001 and 2002 was $24.6 million and $24.7 million, respectively.
The increase in cash used in operations primarily relates to
higher operating losses offset by changes in working capital
levels.

"Investing activities provided $7.4 million in the first three
quarters of fiscal 2001 primarily relating to net investment
proceeds offset by capital expenditures and to the cash proceeds
and payments relating to our non-core businesses. In the first
three quarters of fiscal 2002, investing activities used $9.7
million relating to capital expenditures. During the fourth
quarter of fiscal 2002, we expect to make additional capital
expenditures of $300,000 to $500,000 resulting in total capital
expenditures for fiscal 2002 of approximately $10.0 million.

"Financing activities provided $35.5 million in the first three
quarters of fiscal 2001, primarily as a result of the June 2001
sale of 5.74 million shares of our Class A common stock as well
as borrowings under our new credit agreement and stock option
exercises, and $15.3 million in the first three quarters of
fiscal 2002, primarily relating to net activity under our credit
facility.

"We are subject to certain covenants under the mortgage loan
agreement relating to the 1999 purchase of our distribution
facility in Hanover, Pennsylvania, including a covenant to
maintain a fixed charge coverage ratio. Effective May 1, 2001,
the bank agreed to waive the fixed charge coverage ratio
covenant through August 6, 2003 in exchange for an adjustment in
our payment schedule.

"Our credit agreement, as amended, with Wells Fargo Retail
Finance LLC, a subsidiary of Wells Fargo & Company, consists of
a revolving line of credit that permits us to borrow up to $25
million, limited to specified percentages of the value of our
eligible inventory as determined under the credit agreement, and
provides for the issuance of documentary and standby letters of
credit up to $10 million. Under this Wells Fargo facility, as
amended, our obligations are secured by a lien on substantially
all of our assets, except certain real property and other
specified assets. The agreement contains certain covenants and
default provisions customary for credit facilities of this
nature, including limitations on our payment of dividends. The
agreement also contains controls on our cash management and
certain limits on our ability to distribute assets. At our
option, borrowings under this facility bear interest at Wells
Fargo Bank's prime rate plus 50 basis points or at the
Eurodollar Rate plus 275 basis points. A fee of 0.375% per year
is assessed monthly on the unused portion of the line of credit
as defined in the agreement. The facility matures September 30,
2004 and can extend for successive twelve-month periods at our
option under certain terms and conditions. As of November 2,
2002, the outstanding balance was $19.3 million, outstanding
letters of credit were $2.7 million and unused available credit
was $20,000.

"In November 2002, a cash concentration trigger event occurred
under the terms of our Wells Fargo credit facility that permits
Wells Fargo, among other things, to establish additional
reserves which impact our availability under the line. As a
result of that event, we are currently in discussions with Wells
Fargo to amend the loan agreement , which will likely result in
an adjustment downward of the effective advance rate under the
line as well as introduce a number of financial covenants
relating to sales performance, inventory levels and cash flow
metrics. We anticipate that we will finalize the amendment on
satisfactory terms by the end of December 2002.

"Separately, in October 2002, we engaged Peter J. Solomon
Company to assist in the evaluation of strategic alternatives.
This process continues and will likely result in either a sale
of the company or the infusion of additional capital in the form
of equity or debt. We are currently evaluating a variety of
alternatives and anticipate being able to announce a decision in
this regard by the end of the fiscal year.

"If our discussions with Wells Fargo are concluded on
satisfactory terms and a capital infusion is received, we
believe that our cash on hand and cash expected to be generated
from operations, together with the funds available under our
credit agreement, will be sufficient to meet our capital and
operating requirements at least through the next twelve months.
There can be no assurance that we will conclude our discussion
with Wells Fargo on favorable terms or that we will be able to
obtain a capital infusion. If we are not successful we may not
be able to meet our operating and capital requirements for the
next twelve months. The accompanying financial statements have
been prepared on a going concern basis, which contemplates
continuity of operations, realization of assets and liquidation
of liabilities in the ordinary course of business."


DOBSON COMMS: S&P Ratchets Corp. Credit Rating Down a Notch to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on cellular service provider Dobson Communications
Corp., and its subsidiary, Dobson Operating Co. LLC, to 'B' from
'B+' due to the impact of lower roaming yield on revenue growth,
lower net customer additions compared with guidance for full-
year 2002, and overall slower industry growth. Standard & Poor's
also placed the ratings on CreditWatch with negative
implications reflecting the uncertainty related to the Dobson
family loan with Bank of America which matures on March 31,
2003, unless extended.

Oklahoma City, Oklahoma-based Dobson Communications provides
cellular services to about 750,000 subscribers in rural and
suburban areas in the U.S.

Simultaneously, Standard & Poor's lowered its corporate credit
rating on American Cellular Corp., a joint venture between
Dobson Communications and AT&T Wireless Services, to 'CC' from
'CCC-' due to the potential for debt restructuring in the near
term. The rating remains on CreditWatch with negative
implications, where it was placed on April 5, 2002.

American Cellular has not met its second and third quarters 2002
total debt leverage ratio for its $1.34 billion secured bank
facility and is continuing negotiations with its banks. The
rating on American Cellular does not assume any financial
support from AT&T Wireless or Dobson Communications. The company
provides wireless services to rural and suburban customers in
the Midwest and East.

As of September 30, 2002, Dobson Communications' total debt
outstanding was about $1.3 billion. American Cellular's total
debt outstanding was about $1.6 billion.

"Over the past year, Dobson Communications' revenue growth has
been impacted by the decline in roaming yield and overall slower
industry growth. This has been offset somewhat by cost controls
and aggressive marketing of local and preferred national plans.
However, in the third quarter of 2002, Dobson Communications'
revenue growth declined to 6% compared with the second quarter
of 2002, which experienced a 12% growth rate sequentially, due
to lower net customer additions and lower roaming revenue
growth," said Standard & Poor's credit analyst Rosemarie
Kalinowski.

Favorable resolution of the Dobson family loan with Bank of
America is essential to the rating. If required payment
requirements are not met, Bank of America could foreclose on the
collateral triggering a change of control under Dobson
Communications' note indenture. This would result in an
acceleration of the payment of the company's senior notes at
101% of the principal amount plus accrued and unpaid interest.


DRS TECH: S&P Revises Outlook to Positive After $115M Stock Sale
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on DRS
Technologies Inc. to positive from stable after the company sold
4.75 million shares of common stock for net proceeds of
approximately $115 million. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on the defense
electronics company.

"The equity sale improves DRS's capital structure after the
recent partially debt-financed purchase of Paravant Inc.," said
Standard & Poor's credit analyst Christopher DeNicolo. Total
debt to capital is estimated to decline to below 45% pro forma
for the equity sale from over 50% after the Paravant
acquisition. The proceeds from the sale will be used for general
corporate purposes including acquisitions, debt repayment, and
capital expenditures.

Ratings on DRS reflect good niche positions in the defense
industry and a somewhat above average financial profile, offset
by the risks inherent in an active acquisition program.

Parsippany, New Jersey-based DRS is a supplier of defense
electronics products and systems, providing naval combat display
workstations, thermal imaging devices, electronic sensor
systems, mission recorders, and deployable flight incident
recorders. The company faces the characteristic industry risks
of program delays, potential for cost overruns, and competition
from much larger defense contractors. DRS is narrowly focused,
but serves as a sole-source contractor on a number of well-
supported military programs, with incumbency spanning many
years. Backlog was a healthy $652 million at Sept. 30, 2002.

Acquisitions are an important element of management's growth
strategy. In September 2001, DRS acquired the systems and
sensors business of Boeing Co., for $67 million, financed by
debt, and in July 2002 acquired the assets and assumed certain
liabilities of the Navy Controls Division of Eaton Corp., for
$92 million using cash on hand. Recently, DRS completed the
acquisition of Paravant Inc., for $92 million plus $13 million
in assumed debt. The current equity offering follows a similar-
sized sale in December 2001, giving DRS financing capacity for
small to moderate-size acquisitions. Credit protection measures
are expected to improve due to the earnings contribution of
acquired operations, with total debt to EBITDA in the 2.5x to
3.0x range and EBITDA to interest expense about 4.0x.

Management's disciplined growth strategy, combined with the
benefits of a favorable defense budget environment, could lead
to improvement in the company's credit profile and warrant an
upgrade in the intermediate term.


DYNEGY: Sells Global Liquids Trading Business to Transammonia
-------------------------------------------------------------
Dynegy Midstream Services, LP, a wholly owned subsidiary of
Dynegy Inc., (NYSE:DYN) has sold the London-based international
LPG trading and transportation business operated by Dynegy
Global Liquids to Trammo Gas International Inc., a wholly owned
subsidiary of Transammonia Inc. The transaction closed on
Dec. 13, 2002, and will be effective on Jan. 1, 2003. Terms of
the sale were not disclosed.

"Sale of our international liquids business will benefit
liquidity through the return of significant amounts of posted
collateral back to Dynegy in the first quarter of 2003, remove
lease obligations and parent guarantees related to shipping
activities, and is consistent with our strategy to focus our
trading and marketing activities on our owned, physical assets
in North America," said Steve Furbacher, president, Dynegy
Midstream Services. Furbacher added, "The transaction structure
benefits our customers and suppliers by providing for an
efficient transfer of the business to Transammonia."

Dynegy Midstream Services is an integrated midstream company
with operations in both the Upstream and Downstream segments of
the North American energy industry. The company ranks as one of
North America's largest natural gas liquids marketers, and is
engaged in the gathering, processing, fractionation, storage,
transportation and marketing of natural gas and natural gas
liquids.

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.  


EMPLOYERS SECURITY: S&P Junks Fin'l Strength Rating at CCCpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Employers Security
Insurance Co., to 'CCCpi' from 'BBpi'.

"This rating action was based on the company's poor operating
performance, sharp decline in capitalization, high leverage, and
continued geographic and product-line concentrations," said
Standard & Poor's credit analyst Tom Taillon.

ESIC, formed in 1992, writes primarily workers' compensation
policies in Indiana, Illinois, Kentucky, and Missouri. Indiana,
the company's home state, accounts for about 60% of its
business. The company is a wholly owned subsidiary of Employers
Security Holding Co.  ESHC is principally owned by a group of
independent insurance agents located throughout Indiana. These
same agents conduct the majority of the company's marketing
efforts, with all appointed agencies having equity
rights to the company.


ENCOMPASS SERVICES: Wants to Hire Ordinary Course Professionals
---------------------------------------------------------------
Encompass Services Corporation management has identified 509 law
firms, engineers, accountants, and other professionals that they
routinely turn to in the ordinary course of their business.  
Pursuant to Sections 105 and 327 of the Bankruptcy Code, the
Debtors are required to file formal applications with the Court
should they wish to employ these professionals.  The Debtors,
however, see that costs would be astronomical if each of these
professionals were required to step through the process of
filing and prosecuting formal fee applications.  They believe
that the average total fees to all professionals is $1,570,000
per month.

With this in mind, the Debtors ask Judge Greendyke to dispense
with the employment application filing requirement for each of
these 509 ordinary course professionals.  The Debtors suggest
that each professional will file with the Court an affidavit
setting forth the information required under Rule 2014 of the
Federal Rules of Bankruptcy Procedure within 30 days as agreed
to with the U.S. Trustee.

The Debtors further suggest that they be permitted to pay,
without formal application, 100% of the interim fees and
disbursements to each professional on the condition that the
interim fees and disbursements do not exceed $50,000 per month
over a six-month period.  In the event a professional is paid
more than $50,000 per month, the Debtors will submit a formal
application to employ that professional for compensation and
reimbursement of expenses. (Encompass Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENERGY CORP: S&P Junks Corporate Credit and Sub. Debt Ratings
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on independent oil and gas exploration and production
company Energy Corp., of America to 'CCC+' from 'B', and its
subordinated debt rating to 'CCC-' from 'CCC+'. The outlook is
negative.

Denver, Colo.-based ECA has about $175 million of total debt
outstanding, pro forma for the recent repurchase of $42.5
million (face value) of its senior subordinated debt at a
discount to par value.

"The ratings downgrade reflects ECA's burdensome debt leverage
with limited, near-term prospects for significant deleveraging
and a likely decline in liquidity through 2003, as Standard &
Poor's expects ECA to outspend its internally generated cash
flow," noted Standard & Poor's credit analyst Steven K. Nocar.
"Given the probable cash flow generation of ECA's properties, it
may be very challenging for the company to continue servicing
its debt while averting depletion," he continued.

The ratings on privately held ECA reflect the company's
challenging position as an independent E&P company with a small
(201.1 billion cubic feet equivalent at year-end 2002; 92% gas;
83% proved developed), geographically limited reserve base,
higher-than-average production and finding costs, very
aggressive debt leverage, and limited liquidity.

Debt leverage is extremely aggressive, with total debt as a
percentage of total capital at Sept. 30, 2002, of about 86%.
Substantial uncertainty also remains, regarding the company's
ability to expand its operations into its capital structure. In
2003, weak cash flow protection measures are expected, with
EBITDA interest coverage of between 1.0x and 2.0x.

The negative outlook for ECA reflects continued uncertainty
regarding the company's operational and financial condition. The
ratings could be downgraded due to liquidity constraints that
are preventing the company from covering its debt service
charges and sufficiently investing to maintain production
capacity.


ENRON: Court Approves Settlement Pact between ENA and XTO Energy
----------------------------------------------------------------
XTO Energy Inc., (NYSE: XTO) announced that final approval has
been granted by the presiding bankruptcy court to settle all
outstanding claims with Enron North America Corporation. As a
result, XTO Energy will pay Enron $6 million to settle all
obligations between both parties and will recognize a $2 million
gain on settlement.

XTO Energy will also record additional gas revenue of $14
million relating to physical delivery contracts with Enron. In
total, about $16 million of additional pre-tax income will be
recognized in the fourth quarter of 2002.

XTO Energy Inc., is a premier domestic natural gas producer
engaged in the acquisition, exploitation and development of
quality, long-lived oil and gas properties. The Company, whose
predecessor companies were established in 1986, completed its
initial public offering in May 1993. Its properties are
concentrated in Texas, Oklahoma, Kansas, New Mexico, Arkansas,
Wyoming, Alaska and Louisiana. For more information, visit
http://www.xtoenergy.com


ENRON CORP: ENA Selling Coal-Related Assets to Cline for $13MM
--------------------------------------------------------------
Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Christopher Cline owns 100% interest in
Jupiter Holdings, LLC, which was formed to hold the assets and
operations of a coal mining project located in West Virginia.
Jupiter owns three coal mines, a preparation plan and a CSX rail
loadout facility in Boone County, West Virginia.

On December 22, 1999, Mr. Sosland continues, Enron North America
Corp. and Joint Energy Development Investments II, LP -- the
Sellers -- acquired income participation certificates from
Jupiter.  ENA owns a Jupiter Holdings LLC Income Participate
Certificate No. C-4, Series 1999, dated December 22, 1999,
representing 25 Units.  JEDI II, on the other hand, owns a
Jupiter Holdings LLC Income Participation Certificate No. C-5
Series 1999, dated December 22, 1999, representing 75 Units.  
The Jupiter IPCs entitle the Sellers to receive 0.10% of the
free cash flow from Jupiter for each income unit.

Mr. Sosland reports that the Sellers agreed to loan Jupiter
$16,000,000 pursuant to a Note dated December 22, 1999, due and
payable March 31, 2002.  The Jupiter Note is secured by all of
Jupiter's assets.  In connection with the transaction, the
parties entered into several agreements, which include the
Participation Agreement, Operating Agreement and Coal Purchase
and Marketing Agreement -- the Cline Agreements -- entitling ENA
to market all of Jupiter's coal production.

According to Mr. Sosland, Mr. Cline also formed DPR Holding
Company LLC, a West Virginia limited liability company.  DPR
owned three mining subsidiaries -- Dakota LLC, Panther LLC and
Remington LLC.  Direct Coal Sales LLC was also formed by Mr.
Cline.

On November 16, 1998, the Sellers committed $69,000,000 to be
invested in DPR, Dakota, Panther and Remington:

    (i) $8,100,000 for the 19% Membership Unit interest in DPR;

   (ii) $24,900,000 for a 37% Income Participation Certificate
        interest in each of the three Mining Subsidiaries;

  (iii) $24,000,000 in the form of a term loan to Panther; and

   (iv) $12,000,000 in the form of a seven-year term loan to
        Dakota.

Moreover, the Sellers committed $8,000 in exchange for a 19%
Class A membership interest in DCS and $20,000 in exchange for
100% income participation certificate interests in DCS.

Subsequent to the initial investment, Mr. Sosland informs the
Court that the DPR Investments were restructured and the Panther
Note and the DPR IPC interests in Panther were sold.  Thus, the
Sellers currently hold these assets as a result of the DPR
transactions:

1. ENA

   -- DPR Holding Company LLC Unit Certificate evidencing 8,811
      Units, dated July 1, 2001 and issued to ENA, as amended.

2. JEDI II

   -- DPR Holding Company LLC Unit Certificate evidencing 8,811
      Units, dated July 1, 2001 and issued to JEDI II, as
      amended;

   -- Dakota LLC Income Participate Certificate No. C-7, Series
      1998, evidencing 4,500 Unites, dated July 1, 2001, issued
      to JEDI II, as amended;

   -- Direct Coal Sales LLC Income Participation Certificate No.
      C-3, Series 1998, representing 7,500 Unites, dated
      November 16, 1998 and issued to JEDI II, as amended; and

   -- Remington LLC Income Participate Certificate No. C-3,
      Series 1998, representing 7,500 United, dated November 16,
      1998 and issued to JEDI II, as amended.

3. ECT

   -- Dakota LLC Income Participation Certificate No. C-9,
      Series 1998, evidencing 1,500 Units, dated July 1, 2001,
      issued to ECT Merchant Investment Corp., a amended;

   -- Remington LLC Income Participation Certificate No. C-5,
      Series 1998, representing 2,500 Units, dated November 16,
      1998 and issued to ECT, as amended; and

   -- Direct Coal Sales LLC Income Participation No. C-5, Series
      1998, representing 2,500 Unites, dated November 16, 1998
      and issued to ECT, as amended.

Thus, ENA and JEDI II hold a 17.62% ownership interest in DPR,
including the voting rights and entitling the holder to 17.62%
of the DPR's free cash flow.  JEDI II and ECT, on the other
hand, collectively hold:

   (i) income participation certificates entitling them to 22.2%
       of Dakota's free cash flow;

  (ii) income participation certificates entitling them to 37%
       of Remington's free cash flow; and

(iii) income participation certificates in DCS entitling them
       100% of DCS' free cash flow.

ENA and JEDI II collectively hold:

   (i) Term Notes from Dakota amounting $5,525,321; and

  (ii) Term Notes from Remington amounting $625,000.

The Dakota Note and the Remington Note are secured by
substantially all of the assets of Dakota and Remington,
respectively.  In connection with the DPR transactions, the
parties entered into several agreements, which include the
Omnibus Agreement, Operating Agreements and Coal Purchase and
Marketing Agreements, entitling ENA to market all of Dakota,
Remington and Panther coal production.

ENA, JEDI II and ECT invested in Jupiter and DPR primarily to
provide access to coal of the Coal and Emission Trading Group of
Enron Global Markets.  However, postpetition, the Debtors
identify the group's operations to be non-core business
operation.  Hence, ENA, JEDI II and ECT began exploring a
possible sale of their interests in Jupiter and DPR -- the Coal
Assets.

In early 2002, ENA initiated contact with 18 potential bidders
wherein six Initial Contacts provided non-binding indicative
bids or letters of interests.  However, none wanted to submit
final binding bids, except for -- Cline Resources and
Development Company.  Upon evaluation, ENA and JEDI II
determined that the Coal Assets were worth more than Cline's bid
offer and continued to negotiate the bid price.

Hand in hand, in September 2002, ENA decided to further market
the Coal Assets to 49 entities -- two of them visited the data
room provided for due diligence.  However, none of the two
submitted a bid for the Coal Assets to date.

After four months of substantial negotiation, Cline Resources
agreed to significantly increase its bid price.  In the absence
of firm bids from the other parties and based on the potential
diminution in the value of the Assets, ENA, in consultation with
the Creditors' Committee, has determined that it would be in the
best interests of the Debtors' estates to sell the Coal Assets
to Cline Resources without additional auction procedure.  ENA,
JEDI II and ECT would sell their interests in the Coal Assets to
Cline Resources on an "as is, where is" basis, and release Cline
Resources from the Cline Related Agreements under the terms and
conditions of the Purchase Agreement.

The salient terms of the Purchase Agreement are:

A. Purchase Price.  The Purchase Price is $13,200,000.  In
   addition, at the Closing, Cline Resources will cause to be
   paid and delivered to the Sellers the Held Amounts in
   proportions as ENA, ECT and JEDI II directs and to the
   specified accounts; provided that unless otherwise specified
   by ENA, ECT and JEDI II:

   (a) with respect to those amounts which are held in the
       Marketing Escrow Account, 100% thereof will be
       distributed and paid to ENA; and

   (b) with respect to those amounts which are held in the Cash
       Flow Escrow Account, 25% thereof will be distributed and
       paid to ENA and 75% remaining will be distributed and
       paid to JEDI II.

   The parties agree that no portion of the Purchase Price will
   be allocated to the release of claims by any member of Cline
   Resources Group under the terms of the Termination and
   Release Agreement.

B. Deposit, Payment of Purchase Price and Held Amount.  Cline
   Resources has deposited with, and paid to, the Sellers
   $1,000,000 as a deposit with 25% thereof to be paid to ENA
   and the rest to be paid to JEDI II.  At the Closing, Cline
   Resources will pay the Purchase Price by wire transfer of
   immediately available funds to ENA and JEDI II in the
   proportions the Sellers specified.  Cline Resources will also
   cause the Held Amounts to be paid and delivered to the
   Sellers at the Closing;

C. Assumption of Liabilities.  Effective on the Closing, Cline
   Resources agrees to assume, perform, discharge and fully
   satisfy all of the liabilities, duties and obligations of the
   Sellers of any kind whatsoever arising from, relating to or
   otherwise attributable to the Assets or the Applicable
   Entities, if any, or the ownership, handling, operation,
   maintenance or disposition thereof, together with any and all
   other obligations and liabilities expressly agreed to be
   assumed by Cline Resources under the Purchase Agreement,
   regardless of whether any of the same may arise from, be
   caused by or related to the sole, joint or concurrent
   negligence, strict liability or other fault or responsibility
   of any Seller Indemnified Party or any other person or party;

D. Cline Guaranty and Commitment Letter.  Mr. Cline will cause
   to be duly executed and delivered to the Sellers the Cline
   Guaranty.  In addition, Cline Resources and Mr. Cline will
   cause to be duly executed and delivered to the Sellers the
   Commitment Letter;

E. As Is, No Recourse.  Cline Resources is acquiring the Assets
   on "as is, where is" basis, without recourse, with all
   defaults and without representations or warranties of any
   kind;

F. Closing Conditions.  The obligations of the parties to
   proceed with the Closing is subject to the satisfaction on or
   prior to the Closing Date certain conditions enumerated in
   the Purchase Agreement;

G. Closing.  The closing and consummation of the sale
   transaction will be held on the Closing Date at 10:00 a.m.
   Houston time, at the offices of Andrews & Kurth, or at other
   time and place as the parties may otherwise agree in writing;

H. Indemnification by Cline Resources.  Cline Resources will
   indemnify, defend, reimburse, release and hold harmless each
   of ENA, ECT, JEDI II and their respect Affiliates and
   Indemnified Parties from and against any and all Losses
   asserted against or incurred by any of the Seller Indemnified
   Parties:

   (a) for any inaccuracy or breach of Cline Resources, Mr.
       Cline, or any of its or his Affiliate's representations
       or warranties made in the Purchase Agreement, any Related
       Agreements or the Cline Agreement;

   (b) for any breach of the covenants or obligations of Cline
       Resources or Mr. Cline and its and his Affiliates under
       the Purchase Agreement, any Related Agreements or the
       Cline Agreement;

   (c) that relate to or arise out of any and of the Assumed
       Liabilities; or

   (d) that relate to or arise out of the Assets, the sale,
       transfer or other disposition of any of the Assets;

I. Letters of Credit.  On the Closing Date, Cline Resources and
   Mr. Cline will furnish to the Sellers, as security for all of
   their obligations, liabilities, indemnities and assumptions
   under the Purchase Agreement, an unconditional, irrevocable
   and transferable letter of credit for $2,000,000 with an
   expiration date of three years from the Closing Date;

J. Termination of Agreement.  The Purchase Price and the
   transaction contemplated may be terminated at any
   time prior to the Closing:

   -- by the written mutual consent of either party;

   -- if the Closing does not occur by December 11, 2002, then
      by the Sellers at any time;

   -- if prior to Closing, by Sellers if Cline Resources has
      breached the Purchase Agreement and the breach has not
      been cured after three days notice;

   -- if prior to Closing, by Sellers if Cline Resources fails
      to deliver the Commitment Letter or after issuance and
      delivery, it is terminated or revoked in whole or in part;

   -- if the Closing has not occurred by December 11, 2002, by
      Cline Resources if agreed conditions have not been
      satisfied by the Sellers or prior to Closing, the Sellers
      have breached the Purchase Agreement and the breach has
      not been cured within three days after notice;

   -- by Sellers if the Bankruptcy Court does not approve the
      transaction or an approval is awarded to a higher or
      better offer; and

   -- by either party if there will be any law enacted after the
      date of the Purchase Agreement that makes the consummation
      of the transactions illegal or if any Court of competent
      jurisdiction have issued a final and non-appealable order
      permanently restraining the consummation of the
      transactions contemplated by the Purchase Agreement;

J. Effect of Termination.  Without limiting the Parties'
   remedies and rights in regard to the Deposit, in the event of
   termination of the Purchase Agreement, written notice will be
   promptly be given by the terminating parties to the other
   parties and the Purchase Agreement will thereupon terminate.
   After the termination, the Parties will continue to be bound
   by their obligations and waivers, if any, as set forth in the
   Purchase Agreement.  In addition, the terms and provisions of
   the Cline Agreement and the Consent Agreement will survive
   the termination of the Purchase Agreement;

K. Sellers' Remedies.  In the event the representations and
   warranties of Cline Resources are false or incorrect in any
   material respect or upon its failure to perform in all
   material respects any covenants prior to the Closing, the
   Sellers may elect to:

   -- enforce specific performance of the Purchase Agreement;
      and

   -- terminate the Purchase Agreement and retain the Deposit
      or pursue other available remedies whether at law or in
      equity.

   In addition, if the Purchase Agreement is terminated by the
   Sellers under circumstances in which all of Cline Resources'
   conditions have been satisfied and, nonetheless, Cline
   Resources has willfully or in bad faith failed or refuse to
   satisfy a covenant, then in addition to the right to retain
   the Deposit, Cline Resources will be and remain liable for
   all liabilities and losses imposed on, incurred by or
   asserted against the Sellers;

L. Cline Resources' Remedies.  Upon a termination of the
   Purchase Agreement by Cline Resources for cause, Cline
   Resources is entitled to receive back the Deposit and neither
   it or Mr. Cline will be entitled to any other remedy under
   the law, or in equity for the termination, all other remedies
   being waived; and

M. Election of Remedies.  If any Party elects to pursue
   singularly any remedy available to it under the Purchase
   Agreement, then that Party may at any time cease pursuing
   that remedy and elect to pursue any other remedy available to
   it under the Purchase Agreement.

Mr. Sosland assures Judge Gonzalez that the Purchase Agreement
was negotiated by the parties at arm's length and in good faith.
Furthermore, Cline Resources does not hold any material interest
in any of the Debtors, or any of its affiliates, including ENA,
JEDI II or ECT and is not otherwise affiliated with ENA, any of
the Debtors, JEDI II, ECT or their affiliates or their officers
and directors.

With respect to the Cline Related Agreements, Mr. Sosland notes
that these Agreements are currently in default.  Thus, ENA has
determined that the Cline Related Agreement should be
terminated. In connection with the Purchase Agreement, the
Sellers, ENA CLO Holding Company I LP and Cline Resources and
several of its affiliates, and Mr. Cline have agreed to
terminate the 93 Cline Related Agreements and to settle their
obligations thereunder pursuant to the Termination and Release
Agreement attached to the Purchase Agreement.  The termination
will result in the Cline Group's -- Cline Resources, Mr. Cline,
Panther, Remington and Jupiter -- payment to ENA the owed
receivables of $1,845,514.

By this motion, ENA seeks the Court's authority and approval of:

  (a) the sale of the ENA assets by ENA to Cline Resources,
      free and clear of all liens, claims, encumbrances, setoff
      rights, recoupment, netting and deduction;

  (b) the consent by ENA to the sale of the JEDI II/ECT Assets
      by JEDI II and ECT to Cline Resources; and

  (c) the Termination and Release Agreement and the Cline
      Agreement.

Mr. Sosland contends that the sale of the Coal Assets is
warranted under Section 363 of the Bankruptcy Code because:

  -- ENA had undertook substantial efforts to identify and
     contact potential purchasers and conducted an auction of
     the Coal assets and Cline Resources' bid is the best price
     obtainable for the Assets;

  -- the Court had previously approved sales of non-debtor
     affiliates of the Debtors through Section 105(a) in
     conjunction with Section 363(b);

  -- the terms of the Purchase Agreement have been negotiated
     at arm's length and in good faith;

  -- the Purchase Price is more than the value of the Assets as
     indicated in the engineering report issued in June 2002;
     and

  -- selling the Assets will maximize the value of the Assets
     for the estate.

Furthermore, Mr. Sosland asserts, the Court should approve the
Termination and Release Agreement and the Cline Agreement
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure since:

  -- the parties will terminate the 93 Agreements and resolve
     the claims consensually, without litigation; and

  -- the Agreements are products of arm's length bargaining
     between the parties. (Enron Bankruptcy News, Issue No. 51;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1) are trading at
about 13 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


ENVIRONMENTAL OIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Environmental Oil Processing Technology, Inc.
        2801 Brandt Avenue
        Nampa, Idaho 83687

Bankruptcy Case No.: 02-04054

Type of Business: Used motor oil gathering, refining and sales.

Chapter 11 Petition Date: December 9, 2002

Court: District of Idaho

Debtor's Counsel: Wm. Lyman Belnap, Esq.
                  Belnap & Curtis, PLLC
                  1401 Shoreline Drive, Suite 2
                  PO Box 7685
                  Boise, Idaho 83707
                  Tel: 208-345-3333
                  Fax: 208-345-4461                

Total Assets: $12,266,286

Total Debts: $13,822,120

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Lewis & Clark College      Refinery and Storage    $11,933,096
0615 SW Palatine Hill Road  facility
Portland, OR 97219-7895

Lewis & Clark College      Development Refinery    $11,933,096
0615 SW Palatine Hill Road                      (1.5MM Secured)
Portland, OR 97219-7895

Lewis & Clark College      Machinery and           $11,933,096
0615 SW Palatine Hill Road  equipment, Nampa       (1,502,500
Portland, OR 97219-7895     site                       Secured)

Belyea Company, Inc.        Trade Debt                $302,000
2200 Northwood Avenue
Easton, PA 18045-2239
Tel: 610-515-8775

Internal Revenue Service   2002 Payroll Taxes         $128,996

Tod Tripple                Personal Loans             $195,408

Patton Boggs LLP           Attorney Services           $94,617

Idaho State Tax Commission Withholding Taxes           $20,499

Oil Transportation Co.     Hauling Services            $44,967

PCE Pacific, Inc.          Trade Debt                  $59,913

R. Gordon Jones, CPA       Accounting Services         $18,426

Chemical Transfer Company  Oil Hauling Services        $15,495

Storey County (Reno) Tax   County Property Tax         $12,596    

Midwest Custom Chemicals   Trade Debt                  $10,128

Gem Shop                   Trade Debt                   $8,104

HJ and Associtates         Accounting Services          $8,312

Liberty Equipment and      Trade Debt                   $6,882
Supply

Canyon County Tax          Property Tax 2001            $5,767
Collector   

UNIVAR USA Inc.            Waste Incineration           $4,156
                           Services and trade debt

Payne and Fears, LLP       Attorney Services            $3,466     


EXODUS COMMS: Has Until Feb. 14 to Challenge Disputed Claims
------------------------------------------------------------
EXDS Inc., and the EXDS Plan Administrator obtained permission
from the Court extending the deadline within which EXDS must
object to the allowance of certain types of Disputed Claims
identified in the Reorganization Plan, through February 14,
2003.

Section 1.22 of Plan defines "Claims Objection Deadline" as:

    "the last day for filing objections to Disputed Claims
    (other than Disputed Claims set forth in Sections
    1.36(a)(i), 1.36(b)(i), 1.36(b)(ii) or 1.36(b)(iii) hereof,
    for which no objection or request for estimation will be
    required), which day will be the later of:

    (a) one hundred eighty (180) days after the Effective Date
        or

    (b) sixty (60) days after the Filing of a proof of claim
        for, or request for payment of, the Claim or any other
        date as the District Court may order."

With respect to the excluded claims, the deadline to object is
December 16, 2002.  EXDS wants to extend the claims objection
deadline to February 14, 2003.

A Disputed Claim is any claim, including any administrative
claims, which has not been allowed pursuant to the Plan, a Final
Order or a settlement stipulation, and:

  A. If no proof of claim has been filed by the applicable Bar
     Date:

     -- a Claim that has been listed on the Schedules as
        disputed, contingent or unliquidated;

     -- a Claim that has been listed on the Schedules as other
        than disputed, contingent or unliquidated, but to which
        the Debtors, Reorganized EXDS, the Plan Administrator,
        the Plan Committee or any other party-in-interest has
        posed a timely objection or request for estimation in
        accordance with the Plan, the Bankruptcy Code and the
        Bankruptcy Rules by the Claims Objection Deadline; and

     -- with respect to Fee Claims and Administrative Claims,
        the deadline set forth in Article XII of the Plan, as
        applicable, which objection or request for estimation
        has not been withdrawn or determined by a Final Order;
        and

  B. If a proof of claim or request for payment of an
     Administrative Claim has been filed by the applicable Bar
     Date:

     -- a Claim for which no corresponding Claim has been listed
        on the Schedules;

     -- a Claim for which a corresponding Claim has been listed
        on the Schedules as other than disputed, contingent or
        unliquidated, but the nature or amount of the Claim as
        asserted in the proof of claim varies from the nature
        and amount of the Claim as listed on the Schedules;

     -- a Claim for which a corresponding Claim has been listed
        on the Schedules as disputed, contingent or
        unliquidated;

     -- a Claim for which a timely objection or request for
        estimation is posed by the Debtors, Reorganized EXDS,
        the Plan Administrator, the Plan Committee or any other
        party-in-interest in accordance with the Plan, the
        Bankruptcy Code and the Bankruptcy Rules by the Claims
        Objection Deadline; or

     -- with respect to Fee Claims and Administrative Claims, by
        the deadline set forth in Article XII of the Plan, as
        applicable, which objection or request for estimation
        has not been withdrawn or determined by a Final Order.
        (Exodus Bankruptcy News, Issue No. 28; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


FAIRFAX: A.M. Best Puts B++ Fin'l Strength Ratings Under Review
---------------------------------------------------------------
A.M. Best Co., has placed the financial strength ratings of B++
(Very Good) of Fairfax's TIG Insurance Group (Dallas) and Ranger
Insurance Group, (Delaware) under review with developing
implications.

Concurrently, A.M. Best has placed the financial strength rating
of A- (Excellent) of Commonwealth Insurance Company (British
Columbia, Canada) under review with developing implications and
has withdrawn the financial strength rating of B++ (Very Good)
from International Insurance Company (Illinois), which was
merged into TIG effective December 16, 2002. All other financial
strength ratings and debt ratings of Fairfax Financial Holdings
are unaffected.

As recently announced, Fairfax will acquire the remaining 72%
ownership interest in IIC over time but has immediately merged
IIC into TIG. This transaction is part of a structural
realignment to remove Ranger, Commonwealth and a significant
portion of OdysseyRe from under the direct ownership of TIG.
Concurrent with these actions, Fairfax has placed the
substantial program business of TIG into voluntary run-off. It
is expected that certain books of business within TIG,
considered to be ongoing, will be continued in other insurance
subsidiaries, which will not be direct subsidiaries of TIG.
Furthermore, the combined entity will be adding approximately
$200 million to its reserves and taking approximately $35
million in restructuring charges, most of which will be offset
by negative goodwill at the Fairfax level embedded in the IIC
transaction.

The merger of IIC and TIG--combined with the subsequent movement
of the specified insurance subsidiaries and the purchase of
stop-loss reinsurance protection by Fairfax for the benefit of
TIG--is expected to adequately support TIG's run-off plan and
its current "Very Good" financial strength rating.

A.M. Best expects the balance sheet and liquidity position of
TIG together with the financial flexibility of the above
referenced insurance subsidiaries will ultimately benefit from
the actions taken and the contemplated future realignment of the
existing ownership structure. Nonetheless, the under review
status reflects the execution risk related to the planned
transfer of books of business, the purchase of the reinsurance
cover and the completion of the organizational restructuring.
However, A. M. Best views the likely removal of Commonwealth
from under TIG as positive.

Although Fairfax will be adding approximately $200 million in
future purchase obligations to its balance sheet to acquire the
balance of IIC, Fairfax's financial leverage and cash coverage
remain relatively unchanged from year-end 2001 due to higher
earnings in 2002, while earnings coverage has improved.

For a complete list of the subsidiaries placed under review,
please visit http://www.ambest.com/press/TIGpdf  

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


FAIRFAX FIN'L: Fitch Takes Downgrade Actions on Debt Ratings
------------------------------------------------------------
Fitch Ratings has downgraded the senior debt ratings of Fairfax
Financial Holdings Inc., and TIG Holdings Inc., as well as the
Insurer Financial Strength Ratings of the members of the TIG
Insurance Group, excluding Ranger Insurance Company which is
expected to be removed from the group during 2003. Additionally,
Fitch has affirmed the IFS ratings of the Fairfax Insurance
Group and Odyssey Re Group.

These actions follow Fairfax's announcement of plans to
restructure TIG and increase its investment in TRG Holding Corp.
Specifically, Fairfax will place TIG Insurance Company and most
of its subsidiaries into run-off, strengthen TIG's loss reserves
by $200 million and purchase a $300 million adverse loss
development cover. Fairfax will acquire additional shares of TRG
from Xerox Corp., for US$425 million payable over a 15-year
period, and merge TRG's International Insurance Co., subsidiary
with TIG Insurance Company.

TIG will distribute to Fairfax about C$1.25 billion of assets,
which primarily consists of 33.2 million shares Odyssey Re
Holdings, as well as all of Commonwealth Insurance Company and
Ranger Insurance Company. Initially, these assets will be held
in a trust and if Fairfax replaces a $300 million adverse
development cover provided to TIG by an affiliated reinsurer
with a third party cover, $300 million of securities will be
released from the trust. Most of the remaining trust assets will
be released upon TIG meeting certain financial tests at the end
of 2003.

Although the proposed restructuring alleviates some of the
concern regarding the event risk related to sizable 2003 debt
maturities and Fairfax's weak financial flexibility, Fitch has
downgraded its senior debt rating one notch. This largely
reflects the expectation of an increase in financial leverage
related to the Xerox purchase agreement and Fitch's IFS/debt
gapping guidelines. Additionally, ongoing concerns related to
Fairfax's dependence on investment gains and asset sales to
achieve profitability and holding company cash targets,
significant exposure to reinsurance recoverables, and loss
reserve adequacy of U.S. commercial lines companies.
Furthermore, Fairfax's financial flexibility remains relatively
weak, as evidenced by Fairfax's negotiations to extend the
maturity of its RHINOS and declining level of available bank
lines. Although, the restructuring is expected to significantly
improve holding company flexibility, particularly in light of
sizable 2003 debt maturities (i.e., option to spin-off a further
stake in ORH and sell/extract dividends from Commonwealth and
Ranger) parental dividend flow is expected to improve only
moderately.

The placement of TIG Insurance Group into runoff and the
strengthening of its reserves were generally within Fitch's
prior rating expectations, however, regulatory approval to de-
stack (if certain guidelines are met) a majority ownership in
Odyssey Re and all of Commonwealth Insurance Co. and Ranger
Insurance Co., were not. Fitch has therefore downgraded TIG's
IFS rating two notches to 'BB+'. This reflects an expectation of
a significant decline in the overall level of surplus of TIG,
concerns regarding the loss reserve adequacy at TIG Insurance
Co. and IIC and the reduced financial incentive for Fairfax to
support TIG following the completion of the restructuring.

Fairfax Financial Holdings Limited is a publicly traded
insurance holding company that is listed on the Toronto Stock
Exchange with operating subsidiaries primarily engaged in
property/casualty insurance, reinsurance and insurance claims
management services. The company had assets of C$35.8 billion
and shareholders' equity of C$3.6 billion at September 30, 2002.

                     Rating Action

Fairfax Financial Holdings Limited

-- Senior Debt Downgrade to 'BB' from 'BB+' / Negative.

TIG Holdings, Inc.

-- Senior Debt Downgrade to 'B+' from 'BB'/ Negative;

-- Trust Preferred Downgrade to 'B-' from 'BB-'/ Negative.

Members of The Fairfax Primary Insurance Group

--Insurer Financial Strength Affirm 'BBB+' / Negative

Odyssey Re Group

--Insurer Financial Strength Affirm 'A-' / Stable

Members of the TIG Insurance Group

--Insurer Financial Strength Downgrade 'BB+' / Negative

The members of the Fairfax Primary Insurance Group are:

Commonwealth Insurance Co.; Commonwealth Insurance Co. of
America; Zenith Insurance Co.; Federated Insurance Co. of
Canada; Industrial County Mutual Insurance Co.; Crum & Forster
Insurance Co.; Crum & Forster Underwriters of Ohio; Crum &
Forster Indemnity Co.; The North River Insurance Co.; United
States Fire Insurance Co.; Lombard General Insurance Co. of
Canada; Lombard Insurance Co.; Markel Insurance Co. of Canada.

The members of the Odyssey Re Group are:

Compagnie Transcontinentale De Reassurance; Odyssey America
Reinsurance Corp.; Odyssey Reinsurance Corp. The members of the
TIG Insurance Group are: Fairmount Insurance Company; Ranger
Insurance Co.; TIG American Specialty Ins. Company; TIG
Indemnity Company; TIG Insurance Company; TIG Insurance Company
of Colorado; TIG Insurance Company of New York; TIG Insurance
Company of Texas; TIG Insurance Corporation of America; TIG
Lloyds Insurance Company; TIG Premier Insurance Company; TIG
Specialty Insurance Company.

Ranger Insurance Co. Affirm 'BBB' / Evolving.


FAO INC: Wooing Wells Fargo to Relax Covenants Under Credit Pact
----------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOO), warned of increased risk surrounding
its liquidity situation.

Due to rapid deterioration of its alternatives to obtain
liquidity that it projects it will need, FAO announced that it
was seeking to have its bank, Wells Fargo Retail Finance, LLC,
relax recently imposed borrowing restrictions. In the event
Wells were to refuse, FAO warned that it likely would have to
seek protection under the bankruptcy code in order to reorganize
its operations.

FAO, Inc., (formerly The Right Start, Inc.) owns a family of
high quality, developmental, educational and care brands for
infants, toddlers and children and is a leader in children's
specialty retailing. FAO, Inc., owns and operates the renowned
children's toy retailer FAO Schwarz; The Right Start, the
leading specialty retailer of developmental, educational and
care products for infants and toddlers; and Zany Brainy, the
leading retailer of developmental toys and educational products
for kids.

FAO, Inc., assumed its current form in January 2002 and operates
a total of 253 retail stores nationwide. The Right Start brand
originated in 1985 through the creation of the Right Start
Catalog and is currently used in 61 retail stores nationwide. In
September 2001, the Company purchased assets of Zany Brainy,
Inc., which began business in 1991, and currently operates 169
Zany Brainy brand stores throughout the country. In January the
Company purchased the FAO Schwarz brand, which originated 140
years ago in 1862, and certain related assets and currently
operates 23 FAO stores nationwide.


FMC CORP: Appoints D'Aloia and Greer to Board of Directors
----------------------------------------------------------
FMC Corporation (NYSE: FMC) announced that G. Peter D'Aloia and
C. Scott Greer have been elected to the company's board of
directors, effective December 11, 2002.

D'Aloia, 57, is currently senior vice president and chief
financial officer of American Standard Companies, Inc.  Prior to
joining American Standard in 2000, D'Aloia spent 28 years with
Allied Signal, Inc., (now Honeywell International, Inc.) in a
series of senior financial and corporate planning positions.  At
Allied Signal/Honeywell he held corporate positions of vice
president of tax, vice president and treasurer, vice president
and controller, and chief financial officer of the engineered
materials sector. In 1997 he was named vice president, planning
and development.  Before joining Allied Signal, he was a tax
attorney with Arthur Young and Company.

D'Aloia has a bachelor's degree in accounting and a master's
degree in taxation from New York University.  He also holds a
Juris Doctorate from St. John's University.

Greer, 51, is chairman of the board, president and chief
executive officer of Flowserve Corporation.  Before joining
Flowserve in 1999 as president and chief operating officer, he
was president of UT Automotive, Inc., a subsidiary of United
Technologies Corporation.  Prior to United Technologies, he had
been with Echlin Inc., for 18 years where last he served as
president and chief operating officer.

Greer received a bachelor's degree in business administration
and a master's degree in accounting from the University of
Wisconsin and is a certified public accountant.  He also holds a
bachelor's degree in liberal arts from St. Olaf College.  Greer
is also director of Washington Group International, Inc., an
international design, engineering and construction company.

With this election, FMC's board comprises nine members, with
eight outside, independent directors and one inside director.

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and
quality products.  The company employs approximately 5,700
people throughout the world.  The company divides its businesses
into three segments: Agricultural Products, Specialty Chemicals
and Industrial Chemicals.

                         *     *     *

As reported in Troubled Company Reporter's Sept. 26, 2002
edition, Standard & Poor's assigned its triple-'B'-minus
rating to FMC Corp.'s proposed $550 million senior secured
credit facilities and affirmed its triple-'B'-minus corporate
credit rating on the diversified chemical company. The outlook
is revised to negative from stable. At the same time, Standard &
Poor's assigned its double-'B'-plus rating to FMC's proposed
$300 million senior secured notes due 2009 and lowered the
ratings on its existing senior unsecured notes from triple-'B'-
minus to double-'B'-plus.

The downgrade reflected the noteholders' diminished recovery
prospects in a default and liquidation scenario, pro forma for
completion of the refinancing plan that will provide the holders
of bank obligations with a first-priority claim on assets.
Proceeds of the notes, which will be secured on a second-
priority basis, will be used primarily to repay existing debt
and to establish a debt reserve account to meet near-term debt
maturities. Pro forma for the refinancing, Philadelphia, Pa.-
based FMC has nearly $1.4 billion of debt outstanding.


FOCAL COMMS: Commences Trading on OTCBB Effective December 18
-------------------------------------------------------------
Focal Communications Corporation, whose corporate credit is
rated by Standard & Poor's at CC, received approval from the
National Association of Securities Dealers to begin trading its
common stock on the Over-the-Counter Bulletin Board on
Wednesday, December 18, 2002, under the symbol (OTC Bulletin
Board: FCOM).  The Company is no longer in compliance with
Nasdaq National Market listing standards and is voluntarily
moving from the Nasdaq National Market system to the Over-the-
Counter Bulletin Board.  Focal's common shares ceased trading on
the Nasdaq National Market system at the close of the trading
session Tuesday, December 17, 2002.

Focal Communications Corporation -- http://www.focal.com-- is a  
leading national communications provider.  Focal offers a range
of solutions, including local phone and data services, to
communications-intensive customers.  Approximately half of the
Fortune 100 use Focal's services, in 23 top U.S. markets.

Focal Communications' 12.125% bonds due 2008 (FCOM08USR1),
DebtTraders says, are trading at a penny on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.


GENUITY INC: Look for Schedules and Statements by February 10
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
additional time to file comprehensive schedules of their assets
and liabilities, executory contracts and unexpired leases,
statements of financial affairs and lists of equity security
holders and otherwise comply with the financial disclosure
requirements imposed by 11 U.S.C. Sec. 521(1).  Judge Beatty
tells the Debtors to get those documents to the courthouse by
February 10, 2003.

According to J. Gregory Milmoe, at Skadden Arps Slate Meagher &
Flom, in New York, there are thousands of parties-in-interest in
Genuity's chapter 11 cases, located around the United States and
in various nations around the world in which the Debtors
operate. In light of the size, complexity and the international
scope of their businesses, and the fact that certain prepetition
invoices have not yet been received or entered into the Debtors'
financial systems, the Debtors believe that completion of the
Schedules and Statements will require an expenditure of
significant time and effort by the Debtors' employees, many of
whom will be simultaneously working on other aspects of the
Debtors' restructuring efforts and endeavoring to stabilize
operations by addressing the myriad of employee, customer and
vendor issues raised by the filing of these cases.

Although the Debtors already have commenced the extensive
process of gathering the necessary information to prepare and
finalize their Schedules and Statements, delivering schedules
and statements now is impossible.  At present, the Debtors
believe an additional 60 days will be sufficient to prepare and
file the Schedules and Statements.  The Debtors make is clear
their request is without prejudice to their right to seek
further extensions if that becomes necessary. (Genuity
Bankruptcy News, Issue No. 3 Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GIANT INDUSTRIES: Financial Profile Deterioration Concerns S&P
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on independent petroleum refiner Giant Industries Inc.,
to 'B+' from 'BB-'. The outlook on Giant remains negative, as
additional deterioration in the company's financial profile
could trigger another ratings downgrade.

Scottsdale, Ariz.-based Giant has roughly $400 million in
outstanding debt.

"The rating action reflects the prospects for continued, poor
refining margins that could lead to deterioration in Giant's
financial profile," stated Standard & Poor's credit analyst
Daniel Volpi. "Standard & Poor's is concerned over the company's
capacity to withstand an ongoing period of poor industry
conditions," he added.

A difficult operating environment has resulted in noncompliance
with certain covenants in Giant's credit facilities. Although
the credit facilities have since been amended, Giant has pledged
additional collateral (first-priority liens on the Ciniza and
Bloomfield facilities; New Mexico retail stations), limiting
future financing alternatives. In addition, the amendments call
for $15 million of asset sales to June 30, 2003, from Oct. 1,
2002 to reduce indebtedness. Since the Yorktown acquisition,
Giant has sold six retail units for $11.25 million and the
company is in the process of selling over 20 retail units in the
Phoenix and Tucson areas.

The ratings on Giant reflect its participation in the very
competitive, erratically profitable, capital-intensive refining
and marketing segment of the petroleum industry, as well as
aggressive financial leverage.

The negative outlook reflects near-term concerns about the
company's liquidity. For the longer term, Standard & Poor's
believes that competitive pressures could weaken Giant's market
position through the commencement of various projects to deliver
refined products into the company's Four Corners market.


GOLDEN NORTHWEST: S&P Drops Rating to D over Missed Payment
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Golden Northwest Aluminum Inc., to 'D' from double-'C'
following the company's missed $9 million interest payment on
its 12% First Mortgage Notes. In addition, Standard & Poor's
removed the rating from CreditWatch.

Standard & Poor's does not believe the company will make this
interest payment under the 30-day grace period granted under the
indenture. At the company's request, Standard & Poor's will
shortly be withdrawing its ratings on the company.   


HALLIBURTON: Completes Sale of ShawCor Shares for $64 Million
-------------------------------------------------------------
Halliburton (NYSE: HAL) announced the completion of the sale of
7,723,996 ShawCor Ltd., (TSX: SCL.A, SCL.B) Class A Subordinate
shares for approximately $64 million.  The shares were received
as partial consideration for the September 30, 2002, sale of
Halliburton's interest in Bredero-Shaw to its partner, ShawCor
Ltd.  The sale of its interest in Bredero-Shaw, which is the
world's largest pipecoating company, and the sale of the ShawCor
Ltd., shares are part of Halliburton's previously announced plan
to divest non-strategic assets.

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: Court Okays Deloitte & Touche as Tax Consultant
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained Bankruptcy Court authority to employ and
retain Deloitte & Touche LLP as their International Tax
Consultant, nunc pro tunc to May 29, 2002, for the purpose of
providing advice about the tax implications of restructuring the
Company's international operations.

Kenneth A. Hiltz, the Debtors' Chief Restructuring Officer,
relates that Deloitte will:

    A. assist in the development of an international structure
       that minimizes global taxes and maximizes after tax cash
       flows necessary to service debt;

    B. assist in calculations necessary to support any
       international restructuring; and

    C. provide other international tax consulting services as
       requested.

The Debtors believe that Deloitte is well qualified and able to
provide these services to the Debtors in a cost-effective,
efficient and timely manner.  These services are necessary in
the ongoing operation and management of the Debtors' businesses
and assets, as well as to the Debtors' restructuring efforts
under Chapter 11 of the Bankruptcy Code.

According to Mr. Hiltz, Deloitte will bill for services at these
discounted rates:

      Level            Standard Rate    Debtors' Rate
      --------------   -------------    -------------
      Partner             $660                $530
      Senior Manager       550                 440
      Manager              475                 380
      Senior               360                 290
      Staff                260                 210

The Debtors believe Deloitte's fees are fair and reasonable in
light of industry practice, market rates both in and out of
Chapter 11 proceedings, Deloitte's experience in
reorganizations, and the scope of work to be performed.

Mr. Hiltz informs the Court that Deloitte began serving as tax
consultants to the Debtors on May 29, 2002.  From that date,
Deloitte estimates that its fees and expenses for international
tax consulting services total $60,000.  As of November 15, 2002,
the Debtors have not made any postpetition payments to Deloitte.

Deloitte Partner John T. Womack, assures the Court that his
Firm's officers and employees:

    A. do not have any connection with the Debtors, their
       creditors, or any other party in interest, or their
       attorneys or accountants;

    B. are "disinterested persons" as defined in Section 101(14)
       of the Bankruptcy Code; and

    C. do not hold or represent an interest adverse to the
       Debtor's estates;

However, out of an abundance of caution, Mr. Womack discloses
that Deloitte has provided and is still currently providing
services for these creditors in matters wholly unrelated to the
Debtors' cases:

    A. Secured Creditors: CIBC; Credit Suisse First Boston;
       Merrill Lynch; ABN Amro Bank; Alliance Capital; AMEX;
       Banos, Nazionale del Lavoro Spa; Bank Leumi; Bank of
       America; Bank of Montreal; Bank of New York; Bank of Nova
       Scotia; Bank of Tokyo-Mitsubishil; Bank One; Bear Stearns
       Asset Management; BNP Paribas; Citibank; Comerica Bank;
       Conseco; Credit Agricole Indosuez; Credit Industrial Et
       Commercial; Credit Lyonnais; Dai-Ichi Kangyo Bank Ltd.;
       Deutsche Bank AG; First Union National Bank; Fleet
       National Bank; Fuji Bank Ltd.; Goldman Sachs; ING
       Capital; Mellon Bank N.A.; Michigan National Bank;
       Natexis Banque; National City Bank; Octagon; Pilgrim;
       Firstar Bank; Sterling; Sun America; Provident Bank; and
       Wachovia Bank;

    B. Major Bondholders: ASH Amro Securities LLC; American
       Express Trust Company; Banc of America Securities LLC;
       Bank of New York; Bankers Trust Company; Bear Stearns
       Securities Corp.; Bank One Trust Company, N.A; Brown
       Brothers Harriman & CO.; Charles Schwab & Co., Inc.;
       Chase Manhattan Bank; Citibank, N.A.; City National Bank;
       Commerzbank Capital Markets Corporation; Credit Suisse
       First Boston Corporation; Deutsche Bank AGEdward D. Jones
       & Co.; Fifth Third Bank; First Union National Bank;
       Goldman Sachs & Co.; Investors Bank & Trust; J.P. Morgan
       Securities Inc.; Legg Mason Wood Walker, Inc.; Lehman
       Brothers, Inc.; McDonald Investments Inc.; Mercantile-
       Safe Deposit & Trust Company; Mizuho Trust & Banking Co.
       (USA); Merrill Lynch Pierce Fenner & Smith; Morgan
       Stanley & Co. Incorporated; National Financial Services
       Corporation; Northern Trust Company; PNC Bank, National
       Association; Prudential Securities Incorporated; Salomon
       Smith Barney Inc./Salomon Brothers; State Street Bank and
       Trust Company; Sumitomo Trust & Banking Co. (USA);
       Suntrust Bank; Toyo Trust Company of New York; UPS
       Painewebber Inc.; UBS Warburg LLC U.S. Bank N.A.;
       Wachovia Bank, N.A.; and

    C. Unsecured Creditors: Alcan Aluminum Corp.; Alcoa
       Automotive Castings; Alcoa, Inc.; Ann Arbor Machine
       Company; Borden Chemical; I Grade Foundries; Honda of
       America Mfg. Inc.; Industrial Systems Associates Inc.;
       LTV Steel Company; National Steel Corporation; Pechiney
       Sales Corporation; PPG Industries Inc.; Stelco USA Inc.;
       Vista Metals; Oglebay Norton Ind. Sands Inc.; CDP North
       America, Inc.; Beef Corporation; Missouri Public Service;
       Delphi Automotive Systems; and Gosiger, Inc. (Hayes
       Lemmerz Bankruptcy News, Issue No. 22; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz Int'l Inc.'s 11% bonds due 2006 (HLMM06USR1) are
trading at about 2 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USR1
for real-time bond pricing.


ILLINOIS POWER: Commences $550 Million Mortgage Bond Offering
-------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) announced that its subsidiary, Illinois
Power Company, a regulated energy delivery company located in
Decatur, Ill., has agreed to sell $550 million of 11.5 percent
mortgage bonds due 2010 in a private offering, $150 million of
which will be issued on a delayed basis subject to regulatory
approval. The mortgage bonds will be sold at a discounted price
of $97.48.

Following the completion of the offering, Illinois Power will
use the net proceeds to refinance or repay debt. Closing of $400
million of mortgage bonds is expected to occur on Dec. 20, 2002
and is subject to satisfaction of customary closing conditions.
The remaining $150 million of mortgage bonds is expected to
close, subject to approval from the Illinois Commerce
Commission, in January 2003.

"This bond offering is another important step in our efforts to
improve our financial profile. The response we received on the
offering demonstrates that the capital markets recognize the
value in a new Dynegy," said Bruce A. Williamson, president and
chief executive officer of Dynegy Inc. "The expected net
proceeds will be used to repay a substantial portion of Illinois
Power's 2003 debt maturities, which is consistent with our plan
for Illinois Power to meet its financing needs independently."

These mortgage bonds may be resold by the initial purchasers to
certain qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended. These mortgage
bonds have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration under the
Securities Act.

Illinois Power serves more than 650,000 natural gas and
electricity customers in a 15,000-square-mile area across
Illinois.

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. The company's Web site is
http://www.dynegy.com
    
                         *     *     *

As reported in Troubled Company Reporter's Wednesday Edition,
Fitch Ratings expected to assign a 'BB-' rating to Illinois
Power Company's proposed $500 million issuance of 144A mortgage
bonds, due December 2010. The rating is currently on Rating
Watch Negative, as are the 'B' senior unsecured and 'CCC'
preferred stock ratings of IP. IP is an indirect subsidiary of
Dynegy Inc., senior unsecured rated 'B', Rating Watch Negative.
Proceeds from the proposed mortgage bond issuance will be used
to refinance and repay debt. Any proceeds over existing Illinois
Commerce Commission authorized levels will be placed in escrow
pending ICC approval.

The ratings for IP reflect the structural and functional ties
between IP and its affiliate companies, DYN and Dynegy Holdings
Inc., senior unsecured rated 'B', Rating Watch Negative. DYN is
currently in the process of renegotiating $1.6 billion of bank
credit facilities that mature in the second quarter of 2003. If
DYN is successful in renewing its bank facilities on a secured
basis, unsecured creditors will become structurally
subordinated. As a result, Fitch would lower the senior
unsecured ratings of DYN and DHI by one or more notches. Due to
the relationship between DYN and IP, the ratings of IP,
including the new mortgage bonds, would also likely be reduced.


INSILCO HOLDING: Receives Court Approval of 'First-Day' Motions
---------------------------------------------------------------
Insilco Holding Co., (OTC Bulletin Board: INSL) announced that
the U.S. Bankruptcy Court for the District of Delaware has
approved orders that will enable Insilco's businesses to conduct
their operations in the ordinary course.

Specifically, the Court approved an order granting interim
approval of an agreement between Insilco and the Agent for its
senior secured lending group allowing Insilco to meet all of its
operating requirements through the use of its current cash
reserves of approximately $22 million and its revenues from
operations, in accordance with an agreed budget. Accordingly,
Insilco is 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.

In addition, the Court approved an order authorizing Insilco to
pay its current employees prepetition wages and compensation and
to continue health and other benefit programs. The order also
authorizes Insilco to pay any and all local, state and federal
withholding and payroll-related taxes pertaining to prepetition
periods. By order of the Court, all banks are directed to
receive, process, honor and pay any and all checks drawn on the
payroll and general disbursement accounts related to employee
obligations of Insilco and its businesses, regardless of whether
such checks are presented to banks before or after the date of
Insilco's Chapter 11 filing.

Additional first-day orders approved today by the Court, as well
as other Court documents related to the Insilco Chapter 11
cases, can be obtained soon from
http://www.insilco.com/chapt11.htmlor  
http://www.deb.uscourts.govcase number 02-13672.

As announced yesterday, to facilitate the sales of Insilco's
three business segments, Insilco Holding Co., and certain of its
domestic subsidiaries filed voluntary petitions under Chapter 11
of the U.S. Bankruptcy Code. None of Insilco's operations
located outside of the United States was 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 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 its sites at http://www.insilco.comor  
http://www.insilcotechnologies.com


INTEGRATED TELECOM: US Trustee Appoints Creditors Committee
-----------------------------------------------------------
Donald F. Walton, the Acting United States Trustee organized an
Official Committee of Unsecured Creditors in the chapter 11 case
involving Integrated Telecom Express, Inc.  The five committee
members are:

     1. United Microelectronics Corp
        Attn: Stan Hung
        106 3F, No. 76, Tunhwa South Rd., Sec. II
        Taipei, Taiwan, R.O.C.
        Phone: 886-2-27006999, Fax: 886-2-27026208;
          
     2. Taiwan Special Opportunities Fund II
        Attn: T.J. Huang
        16F, 169 Jen Ai Road
        Sec. 4, Taipei 106, Taiwan, R.O.C.
        Phone: 886-2-2772-2398, Fax: 886-2-2772-2397;

     3. Techgains International Corporation
        Attn: Lolly Li
        1111 Jupiter Rd., Ste. 100B, Plano,
        Texas, 75074
        Phone: (972) 509-8588, Fax: (972) 509-8587;

     4. Triton Venture Capital.
        Attn: Frank Jiang, D, 11th Floor, No. 89
        Sung-Jen Rd., Taipei, Taiwan, R.O.C.
        Phone: 886-2-8780-6889, ext. 132
        Fax: 886-2-8780-2089; and

     5. Promate Electronic Co., Ltd.
        Attn: Eric Chen
        4F32 Sec. 1, Huan Shan Rd., Hei Hu, Teipei,
        Taiwan, R.O.C.
        Phone: 886-2-2659-0303, Fax: 886-2-2798-8992.

Integrated Telecom Express, Inc., provides integrated circuit
and software products to the broadband access communications
equipment industry. The Company filed for chapter 11 protection
on October 8, 2002. When the Debtor filed for protection from
its creditors, it listed $115,969,000 in total assets and
$4,321,000 in total debts.


IRON MOUNTAIN: S&P Assigns B Rating to Proposed $100MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Iron Mountain Inc.'s proposed $100 million senior subordinated
notes due 2015, a rule 415 shelf drawdown. Net proceeds will be
used to finance a cash tender offer and consent solicitation for
all of the company's 9.125% senior subordinated notes due 2007
with an aggregate principal amount of about $75 million.

Standard & Poor's also affirmed its 'BB-' corporate credit
rating on the company. The outlook is stable. Boston, Mass.-
based Iron Mountain had total debt outstanding of about $1.6
billion as of September 30, 2002.

"Internal growth is expected to drive consistent financial
performance in the near term. Earnings shortfalls, increased
leverage, or aggressive capital spending that exceeds expected
investment levels could pressure ratings," said Standard &
Poor's credit analyst Andy Liu.

The ratings reflect Iron Mountain's leading position as the
world's largest records management company, its reliable
internal growth generated from existing customers, its
outsourcing of new customers' in-house storage operations, and
modest debt capacity within the ratings to accommodate capital
spending and acquisition activity. These factors are offset by
fairly aggressive, although moderating, financial policies
regarding its growth strategies.

The company is the result of the February 2000 merger between
Iron Mountain and Pierce Leahy Corp. The combination of the
industry's two largest players also has resulted in a more
favorable pricing environment and reduced competition for
acquisitions. The company now enjoys a dominant market position
and an established footprint in less developed markets. The
company's aggressive expansion strategy culminated with the
Pierce Leahy merger, and acquisition activity has since slowed.


IRON MOUNTAIN: Facing $5-Million Suit Filed by Cozen O'Connor
-------------------------------------------------------------
The law firm of Cozen O'Connor announced that two lawsuits were
filed Monday in the Montgomery County Court of Common Pleas
against Iron Mountain, Inc.

Cozen O'Connor CEO Patrick J. O'Connor provided the following
summaries:

In one case, J. Peter Pierce, Sr.; Pioneer Capital L.P.; and
Pioneer Capital Genpar, Inc.; have filed suit against Iron
Mountain Inc., and several of its officers and directors,
including chief executive officer, Richard Reese; chief
financial officer, John Kenny; general counsel, Gary Watzke; and
Board Member Vincent J. Ryan. Schooner Capital LLC, one of Iron
Mountain's largest shareholders, is also named as a defendant in
the lawsuit, which seeks more than $5,000,000 in damages.

Mr. Pierce is currently a member of the Iron Mountain Board. The
lawsuit contends that during the period of approximately
November 2000 through March 2002, Iron Mountain intentionally
interfered with Pierce and Pioneer's investment in trucking and
warehousing company Logisteq, LLC, ultimately forcing Logisteq
to file for bankruptcy, and causing the named plaintiffs to lose
more than $5,000,000.

During the same 16-month period, the lawsuit contends that Mr.
Reese authorized an investigation of Mr. Pierce that was not
disclosed to Mr. Pierce as a member of the Iron Mountain Board.
The lawsuit also claims that Mr. Reese and the other defendants
induced Mr. Pierce's former Logisteq business partner, Thomas
Carr, to disclose confidential information about Mr. Pierce,
Pioneer, and Logisteq; and that Mr. Reese authorized Iron
Mountain's attorneys, Sullivan & Worcester, to pay Mr. Carr
$50,000 after he filed a lawsuit against Mr. Pierce, Pioneer,
and others. At the time of the payment, the lawsuit contends
that Mr. Reese knew that Mr. Carr had been indicted by a federal
grand jury in New York on criminal charges of receiving stolen
checks, conspiracy, bank fraud and wire fraud involving in
excess of $1 million.

Mr. Pierce also asserts individual claims against the defendants
for defamation and invasion of privacy during Iron Mountain's
16-month investigation of him, which included the secret taping
of a Logisteq business meeting that was held at Pioneer's
offices in January 2002.

In another complaint, Hartford Windsor Associates, L.P., its
general partner, and its limited partners have filed suit
against Iron Mountain Inc., for intentional interference with
contractual relations. The lawsuit centers on a facility owned
by the partnership in East Windsor, Conn., which was leased to
one of Iron Mountain's former competitors, Sequedex, LLC.

The lawsuit contends that at sometime during the month of
November 2001, Iron Mountain learned that Sequedex had secured
an agreement with Travelers Insurance to perform records storage
services in the Hartford area. Further, the plaintiffs contend
that Iron Mountain also learned that Hartford Windsor had
purchased a facility that was to be leased by Sequedex as its
storage facility for the Travelers' business.

With knowledge of these agreements, the lawsuit contends that
Iron Mountain maliciously refused to transfer any of Travelers'
boxes to Sequedex's storage facility, which caused Travelers to
abandon its agreement with Sequedex. As a result, Sequedex was
forced to breach its lease with Hartford Windsor, and the
facility has been without a tenant since January 2002. Hartford
Windsor and its partners are seeking substantial damages for
Iron Mountain's actions.


KAISER ALUMINUM: Court Approves 2 Oxnard Workers Shutdown Pacts
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
the Court's approval of its Shutdown Agreements with workers at
their aluminum forging facility in Oxnard, California.

To recall, Kaiser Aluminum Corporation and debtor-affiliates
have negotiated with The International Brotherhood of
Boilermakers, Iron, Shipbuilders, Blacksmiths, Forgers and
Helpers -- AFL-CIO and its Local 343 regarding the sale's impact
on the employees at the facility.  On October 24, 2002, the
Debtors and the Boilermakers Union inked a Closing Agreement
that sets forth the benefits to be received by the Oxnard
employees on the closing of the Oxnard Facility.  

The Oxnard Facility manufactures aluminum parts to be used in
trucks, airplanes, medical equipment and other industrial
products.  The Facility employs 44 hourly employees whose
employment is governed by a collective bargaining agreement
between Kaiser and the Boilermakers Union.

The Shutdown Agreements require the Debtors to:

  (a) pay all employees actively working as of December 15, 2002
      one week of pay -- 40 hours -- for each 3 years of
      service.  A fraction of a year is considered a full year;

  (b) provide medical insurance coverage for four full months
      after the closing date to all active employees.  However,
      the employees will be responsible to make the normal
      monthly cash contribution.  The four-month coverage will
      be included in the calculation of the COBRA coverage;

  (c) give five days sick leave pay.  The eligibility of an
      employee to receive the sick leave pay will be determined
      by the terms of that employee's labor agreement with the
      Debtors;

  (d) pay all accrued and unused vacation pay;

  (e) actively cooperate with the Boilermakers' Union to seek
      state and federal funding for employee re-training and
      plant closure purposes; and

  (f) provide exit medical examination as a requirement for the
      employees to receive the severance pay.  The medical exam
      includes Full Blood panel and Asbestos testing.  The
      testing must be completed during work hours and a copy of
      the result must be distributed to the concerned employee.

The Shutdown Agreements also provide that:

  -- any employee who desires to resign from Kaiser for other
     employment before November 30, 2002 will no longer be
     entitled to any severance payment;

  -- those employees requesting to leave Kaiser's employment
     after November 30, 2002 may also receive the severance
     package -- subject to the Debtors' and the Boilermakers
     Union's mutual approval.  The mutual agreement will not be
     withheld without good reason.  The Debtors' refusal to
     grant an exception will not be subject to the grievance
     procedure;

  -- the employees must be actively at work to receive any
     severance payment.  Nevertheless, an employee with personal
     injuries may receive his severance benefits upon
     certification by a physician;

  -- any employees who are out of work due to compensable injury
     must be fully released by a physician to return to work
     before receiving any severance payments; and

  -- each employee must sign a General Release before receiving
     any severance payment.  The General Release relinquishes
     that employee's right to bring any claims, known or
     unknown, against the Debtors in relation with his
     employment or termination.  The claims include:

         (i) any claims under federal, state or local laws, or
             common law regarding rights or claims relating to
             employment;

        (ii) any right to statutory attorneys' fees under those
             laws; and

       (iii) any grievances or claims under the Collective
             Bargaining Agreement.

     Under the General Release, the employee also waives all
     seniority rights and any rights to be recalled to a job at
     any of the Debtors' facilities.  The General Release does
     not apply, however, to an employee's timely claims, if any,
     against the Debtors arising under either the workers'
     compensation or unemployment insurance laws. (Kaiser
     Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)   

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


KEY3MEDIA: Interest Nonpayment Spurs S&P to Drop Ratings to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and subordinated debt ratings on technology trade show organizer
Key3Media Group Inc., to 'D' following the company's failure to
make the scheduled interest payment on its $300 million 11.25%
senior subordinated notes due 2011.

Los Angeles, California-based Key3Media had $370 million in
total debt on September 30, 2002.

Key3Media's senior secured debt rating remains on CreditWatch
with negative implications.


KLEENER KING: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kleener King Satellites, Inc.
        1610 Bathgate Avenue
        Bronx, New York 10457
        fka Joroq Cleaners, Inc.
        fka Jofern Ventures, Inc.
        fka Kleener King Industries Corp.
        fka Joang Ventures, Inc.
        fka Creston Cleaners, Inc.

Bankruptcy Case No.: 02-16243

Type of Business: A chain of drycleaning stores in the Bronx
                  and Upper Manhattan.

Chapter 11 Petition Date: December 13, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Martin P. Ochs, Esq.
                  Ochs & Goldberg, LLP
                  60 East 42nd Street
                  Suite 1545
                  New York, NY 10165
                  Tel: (212) 983-1221
                  Fax : (212) 983-1330

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
John A. Catsimatidis        Arrearage on Rent          $28,020

Jane M & Allan M Goldman    Arrearage on Rent          $17,856
et al

Broadway 207 Realty Corp.   Arrearage on Rent          $16,645

Crotons Center Corp.        Arrearage on Rent          $16,047

601 W. 135th St. LLC        Arrearage on Rent          $15,906

Carl A. Blechner            Arrearage on Rent          $13,560

   
KMART CORP: Obtains Approval of Kimberly-Clark Letter Agreement
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained Court
approval of its Letter of Agreement with Kimberly-Clark
Corporation, resolving their prepetition claims dispute.

As previously reported, the Agreement will effect the setoff of
claims between Kmart and Kimberly-Clark. The Debtors owe
$3,870,227 in trade and reclamation claims against Kimberly-
Clark, while Kimberly-Clark owe the Debtors $6,976,111 with
respect to the allowances Kimberly-Clark granted to the Debtors
under the parties' Vendor Allowance Tracking System agreements.

Under the Letter Agreement, Kimberly-Clark has agreed to honor
$509,216 of the disputed $715,100 claim.  Hence, Kimberly-Clark
will pay the Debtors an even $2,900,000.  Kimberly-Clark will
issue a check payable to Kmart as full and final settlement of
its proof of claim, related reclamation demand as well as any
and all the Debtors' prepetition promotion allowance claims
against Kimberly-Clark. (Kmart Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9% bonds due 2003
(KM03USR6) are trading at about 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LEVEL 8 SYSTEMS: Commences Nasdaq SmallCap Trading Today
--------------------------------------------------------
Level 8 Systems, Inc. (NASDAQ: LVEL), said that a Nasdaq Listing
Qualifications Panel has approved the transfer of Level 8's
common stock to the Nasdaq SmallCap Market pursuant to a
temporary exception from the minimum bid price and shareholders'
equity requirements and has determined not to delist the
Company's common stock at this time. The decision was the result
of the Company's appearance before the Nasdaq Listing
Qualifications Panel to appeal the Nasdaq Staff Determination to
delist the Company's common stock from the Nasdaq National
Market without approving the Company's common stock for listing
on the Nasdaq SmallCap Market.

While Level 8 does not currently meet either the $1.00 minimum
bid price or the $2,500,000 shareholders' equity requirements
for continued listing on the Nasdaq SmallCap Market, the Company
was granted a temporary exception from these requirements
through January 13, 2003, or longer, if Level 8 is able to show
compliance with the minimum bid price requirement and
demonstrate shareholders' equity of $5,000,000. To meet the
minimum bid price condition, the Company's common stock must
trade at or above a $1.00 minimum bid price for ten consecutive
trading days, beginning on or before January 13, 2003. In
addition, the Company must show $5,000,000 in shareholders'
equity on or before January 13, 2003 to meet the shareholders'
equity condition. In connection with raising the minimum bid
price, the Company has asked its stockholders to approve a
reverse stock split at its annual meeting to be held on December
20, 2002.

If the Company can demonstrate compliance with these conditions
by, or beginning on, January 13, 2003, it will also be required
to file its Annual Report on Form 10-K by March 31, 2003,
demonstrating at least $2,500,000 of shareholders' equity as of
the Company's fiscal year end of December 31, 2002. In the event
the Company has complied with all these conditions by March 31,
2003, it will continue to be listed on the Nasdaq SmallCap
Market. There can be no assurance that the Company will meet
these requirements.

Level 8 will begin trading on the Nasdaq SmallCap market under
the symbol "LVELC" beginning at the open of business today,
December 19, 2002. Until the Company has demonstrated compliance
with the conditions for continued listing on the Nasdaq SmallCap
Market, the "C" will remain appended to its trading symbol.

"We are pleased about receiving this exception from the Nasdaq
Listing Qualifications Panel and about our transfer to the
Nasdaq SmallCap Market. We believe that this is an initial step
towards the Company's overall goal to achieve definitive
compliance with Nasdaq's requirements by continuing to sell
Cicero to large institutional clients and improving the
Company's overall financial performance," said Tony Pizi, Level
8's Chairman and CEO.

Level 8 Systems, Inc., (NASDAQ: LVEL) is a global provider of
high-performance, application integration software that enables
organizations to extend the life of their IT investments and
maximize the value of multiple business systems. Level 8
technologies, products, and services help innovative
organizations in industries such as financial services,
telecommunications, utilities, travel and hospitality, and
retail streamline business processes, improve client
satisfaction, increase efficiencies, and reduce costs. For more
information about Level 8 visit http://www.level8.com  

At September 30, 2002, Level 8's balance sheet shows that total
current liabilities exceeded total current assets by about $5
million.


LTV: Court Approves LTV Steel's Proposed Prosecution Thresholds
---------------------------------------------------------------
LTV Steel Company, Inc., obtained the Court's authority to
establish certain "thresholds" for the pursuit and prosecution
of certain preference avoidance actions that it may have in
favor of its estate.

                     The Proposed Parameters

As a result, LTV and the Creditors' Committee -- the official
representative of the recipients of the Preference Letters --
discussed the establishment of certain parameters for the
continued pursuit of the Preference Actions.  The proposed
parameters are designed to:

    (a) pursue those Preference actions that are likely to
        result in a significant recovery to LTV Steel's
        estate based on the Alix analysis;

    (b) minimize the impact of the Preference Letters on as
        many creditors as possible while preserving the
        greatest potential recovery to the LTV Steel estate;

    (c) conserve the resources to be expended by LTV Steel
        in pursuing these actions, and

    (d) fulfill LTV Steel management's fiduciary duties.

The parameters agreed to by the Creditors' Committee and LTV
Steel are:

    (1) LTV Steel will continue to pursue non-insider
        Preference Actions where the expected recovery,
        net of new value, is $25,000 or more as reflected
        in the Alix analysis;

    (2) Settlement of any of LTV's Preference Actions will
        be subject to Judge Bodoh's approval; and

    (3) For those creditors who received Preference
        Letters, but who do not fall within these
        parameters, and who have sent or may send checks
        to Alix, LTV Steel seeks the Court's authority to
        return these checks to the applicable creditors,
        as it has not cashed any check it has received in
        connection with the Preference Letters. (LTV Bankruptcy
        News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
        609/392-00900)


LUBY'S INC: First Quarter 2003 Results Show Improvement
-------------------------------------------------------
Luby's, Inc., (NYSE: LUB) announced the results of operations
for the first quarter ended November 20, 2002.  Sales for the
first quarter of 2003 were $88.2 million compared with $95.2
million for the first quarter of fiscal 2002.  Even though sales
declined, the Company was able to improve its bottom-line
performance.  The net loss for the first quarter of fiscal 2003
was $3.1 million, compared to a net loss of $5.3 million for the
same period last year, representing an improvement of 41.5%.

"We are excited that we are beginning to see the positive
results of some of our initiatives in selected restaurants,"
said Chris Pappas, President and CEO.  "We continue to work hard
on operational changes necessary to improve restaurant level
performance.  Our focus is on driving sales and achieving our
long-term vision for Luby's."

The Company was able to achieve better results in its income
(loss) from operations by reducing labor costs.  As a result of
a successful Company-wide cost control program, labor charges
fell from 36.3% of sales in the first quarter of fiscal 2002 to
31.4% in the current quarter.  The conversion of more
restaurants to an all-you-can-eat buffet format and a continued
focus on enhanced food quality increased food cost as a percent
of sales, from 25.9% in the prior year to 28.4% in 2003.  Even
so, when combined, food and labor costs as a percentage of sales
for the first quarter of 2003 compared to the first quarter of
2002 fell 2.5%, from 62.2% to 59.7%.

EBITDA was $1.1 million for the first quarter of fiscal 2003
compared to a negative $541,000 for the same quarter of last
year primarily due to the combined labor and food cost
improvement described above.  EBITDA is defined by the Company,
but not necessarily other companies, as income (loss) from
operations, before interest, taxes, depreciation, amortization,
and noncash executive compensation; along with operating income
and net income, EBITDA is used by the Company as an important
measure of financial performance.  Both operating income and net
income are defined and prepared in accordance with accounting
principles generally accepted in the United States.

Net other income increased to $2.9 million in the first quarter
of fiscal 2003 from $448,000 in the same quarter of last year.  
This occurred due to the timing of real estate sales and
associated gains on their disposition.  The effect of this
variance was offset by the change in the income tax expense
(benefit).  The Company will have exhausted its loss carrybacks
with its fiscal 2002 tax filing.  However, since the timing of
loss carryforward utilization is not certain, a tax benefit has
not been recorded for the quarter.

Of the total decline in sales, $4.3 million resulted from the
closure of 22 restaurants since August 31, 2001.  A 5.1%
reduction in same-store sales accounted for $4.6 million of the
total sales decline.  Those amounts were offset by the positive
impact of two additional days of sales in the current quarter of
$1.9 million.

As announced in November of 2002, management recently obtained a
waiver and sixth amendment to its credit facility as well as a
nonbinding commitment letter from another lender that would
provide an $80 million loan.  The new 15-year loan would be used
entirely to pay down the existing credit facility and would
allow Luby's to reclassify debt.  Management continues in
negotiations with the new lender and expects to complete the
transaction relatively soon.  During the first quarter of 2003,
the Company reduced the credit facility by $4.9 million through
proceeds from the sales of real estate mentioned above.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its 194
restaurants in ten states.  Luby's stock is traded on the New
York Stock Exchange (symbol LUB).

Luby's Inc.'s November 20, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $119
million.


MAPLEWOODS SHOPPING: Chap. 11 Case Summary & Largest Creditors
--------------------------------------------------------------
Lead Debtor: Maplewoods Shopping Center LLC
             220 West Huron Suite 3003
             Chicago, Illinois 60610

Bankruptcy Case No.: 02-48772

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   National Apartments, Inc.                  02-48778

Chapter 11 Petition Date: December 11, 2002

Court: Northern District of Illinois

Judge: Bruce W. Black

Debtors' Counsel: Barry A. Chatz, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza,
                  Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

A. Mapplewoods' Largest Creditor:

Entity                                            Claim Amount
------                                            ------------
First Bank and Trust of Illinois                    $2,144,146
c/o Bryan Segal
Barack Farrazzano Kirschbaum Perlman & Nagel
333 W. Wacker Drive
Suite 2700
Chicago, IL 60606

and c/o Mark Shaiken
Stinson Morrison Hecker
1201 Walniut, Suite 2800
Kansas City, MO 64106

B. National Apartments' Largest Creditor:

Entity                                            Claim Amount
------                                            ------------
First Bank and Trust of Illinois                    $3,296,795
c/o Bryan J. Segal
Barack Farrazzano Kirschbaum Perlman & Nagelberg
333 W. Wacker Drive
Suite 2700
Chicago, IL 60606

and c/o Mark Shaiken
Stinson Morrison Hecker
1201 Walnut, Suite 2800
Kansas City, MO 64106


MICRON TECHNOLOGY: Reports Improved Results for 1st Quarter 2003
----------------------------------------------------------------
Micron Technology, Inc., (NYSE:MU) announced results of
operations for the first quarter of its 2003 fiscal year which
ended November 28, 2002. The Company recognized an operating
loss for the first quarter of fiscal 2003 of $297 million and a
net loss of $316 million on sales of $685 million. These results
compare to an operating loss of $468 million on sales of $748
million for the immediately preceding quarter and an operating
loss of $452 million on sales of $424 million for the first
quarter of fiscal 2002. These operating results include charges
for write-downs of inventories to their estimated market values
of $91 million for the first quarter of fiscal 2003, $174
million for the fourth quarter of fiscal 2002 and $173 million
for the first quarter of fiscal 2002. Absent the effect of the
first quarter of fiscal 2003 write-down and the effects of
previous write-downs of products sold in the first quarter, the
Company's operating loss for the first quarter of fiscal 2003
would have been $345 million.

Average selling prices per megabit for the Company's
semiconductor products decreased approximately 12% in the first
quarter compared to the immediately preceding quarter ended
August 29, 2002, principally as a result of lower selling prices
for the Company's synchronous DRAM products partially offset by
higher selling prices for DDR products. Megabit sales volumes
were modestly higher comparing the first quarter to the
immediately preceding quarter. Synchronous DRAM products
constituted approximately 60% of the first quarter sales as
measured in megabits, as demand allowed the Company to reduce
inventories of these devices. The Company's production in the
first quarter was slightly more than 50% DDR memory.

Megabit production was slightly higher comparing the first
quarter of fiscal 2003 to the immediately preceding quarter.
This increase was accomplished in the midst of transitions to
both DDR devices and .13 micron line-width processes. At quarter
end, approximately 40% of the Company's worldwide production had
shifted to .13 micron process. The Company's transition from
trench technology used in its recently acquired Manassas,
Virginia facility to Micron's stack technology is expected to be
completed as scheduled in the first calendar quarter of 2003.
The Company's 300mm pilot production line in Manassas is on
schedule and progressing well.

On November 21, 2002, the U.S. Department of Commerce initiated
a Countervailing Duty investigation against subsidized Korean
DRAM imports. On December 13, 2002, the U.S. International Trade
Commission preliminarily determined that such imports injured
the U.S. DRAM manufacturers. The DOC will next determine the
level of subsidization and appropriate duty rate, after which
the ITC will make its final injury determination. Steve
Appleton, the Company's Chairman and CEO, acknowledged this step
in the Countervailing Duty Case, noting, "We are pleased the ITC
and Department of Commerce have decided to move forward in their
respective investigations. We believe it is clear there has been
inappropriate government subsidization of the Korean DRAM
industry."

The current quarter inventory write-downs were primarily
attributable to SRAM and Flash products and Synchronous DRAM
products. The write-down of SRAM and Flash products was
necessitated by the extended downturn in the telecommunications
and networking markets.

The Company's provision for income taxes in the first quarter of
fiscal 2003 primarily reflects taxes on the Company's non-U.S.
operations. Consistent with the Company's treatment in the prior
fiscal year, no tax benefit has been recognized in the current
quarter from losses on its U.S. operations. At the end of the
first quarter of fiscal 2003, the Company had $873 million in
cash and marketable securities, which includes $215 million
market value of securities classified as noncurrent.

Micron Technology, Inc., is one of the world's leading providers
of advanced semiconductor solutions used in today's leading-edge
computing, consumer, networking, and communications products.
Micron Technology, Inc., and its subsidiaries manufacture and
market DRAMs, very fast SRAMs, Flash memory, TCAMs, CMOS image
sensors, other semiconductor components and memory modules.
Micron's common stock is traded on the New York Stock Exchange
(NYSE) under the MU symbol. To learn more about Micron
Technology, Inc., visit its Web site at http://www.micron.com

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services affirmed its double-'B'-minus corporate
credit rating on Micron Technology Inc., and revised its outlook
to negative from stable, following Micron's announcement that
pricing pressures in the semiconductor memory industry have
accelerated.


MID OCEAN: Fitch Slashes Rating on Class B-1 Notes to B
-------------------------------------------------------
Fitch Ratings downgrades the class A-2 and class B notes issued
by Mid Ocean CBO 2000-1 Ltd., which Fitch placed on Rating Watch
Negative on Oct. 23, 2002. No rating action has been taken or
contemplated at this time for the class A-1L notes of Mid Ocean,
which are rated 'AAA' by Fitch.

The following bonds are downgraded and removed from Rating Watch
Negative effective immediately:

                    Mid Ocean CBO 2000-1 Ltd.

               -Class A-2 notes to 'A-' from 'AA-';

               -Class A-2L notes to 'A-' from 'AA-';

               -Class B-1 notes to 'B' from 'BBB-'.

Mid Ocean CBO 2000-1 Ltd., a collateralized bond obligation
managed by Deerfield Capital Management LLC, was established in
January 2001 to issue $296.5 million in notes and equity. Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward
and conducted cash flow modeling of various default timing and
interest rate scenarios. As a result of the analysis, Fitch has
determined that the original ratings assigned to the class A-2
and B notes of Mid Ocean no longer reflect the current risk to
noteholders.

Several factors have led Fitch to re-evaluate the ability of the
Mid Ocean to pay timely interest and ultimate principal on its
class A-2 notes and ultimate interest and principal on its class
B notes. Among the structural concerns are that the transaction
is close to failing (according to the November 2002 month-end
trustee report) its weighted-average coupon test. The steady
decline in the weighted-average coupon on the fixed-rate portion
of the collateral pool lead Fitch to question whether there will
be enough excess spread in the transaction going forward to
compensate for the deterioration of par value in the collateral
pool. Additionally, a review of the collateral pool revealed
that there has been substantial downward credit migration of
certain securities within the collateral pool of Mid Ocean.
Several assets in the collateral pool have experienced
deterioration in credit quality, most notably a distressed
aircraft lease transaction and several mutual fund fee
transactions. As of July 31, 2002, Mid Ocean had an exposure of
approximately 3.6% to a distressed aircraft lease transaction
and approximately 3.1% of exposure to distressed mutual fund fee
transactions. Deerfield's asset management team has made some
trades out of some of this exposure since July, and the
resulting current exposures to distressed aircraft lease and
mutual fund fee transactions are approximately 0.9% and 1.8% of
the pool, respectively. The trades made to sell out of these
assets were done at distressed levels, thereby limiting the
asset manager's ability to build par. The above-mentioned
pressure on excess spread, combined with the deterioration in
the par value of the collateral pool, have contributed to the
current Fitch view on the class A-2 and B notes.

It is important to note that since these bonds were put on
Rating Watch Negative by Fitch in late October, several events
have occurred that Fitch recognizes as being modestly positive
for the CBO, and these events were factored into the downgrade
analysis. Firstly, Deerfield had communicated to Fitch earlier
its intention to sell out of a substantial portion of their
distressed aircraft lease and mutual fund fee exposure, which it
did. Their strategy has been to use these proceeds, as well as
proceeds from the sale of some bonds trading at premiums in the
portfolio, to invest in higher credit quality bonds in an
attempt to improve the overall credit quality of the portfolio.
The result of Deerfield's strategy is evidenced by the change
over time in the Fitch Weighted Average Rating Factor Test,
which has steadily improved from a score of 16 in July 2002 to
13 as of December 2002. Mid Ocean is further benefiting from a
structural feature, the Additional Coverage Test, which the CBO
has been failing since the October month-end trustee report.
Fitch views the failure of this test as a positive development
for the rated notes, as it diverts excess spread, which would
have otherwise have gone to the equity holder, to be used to
reinvest in additional collateral. This test enables Deerfield
to reinvest and thus build par for the CBO. Given that the CBO
is failing this test by a fairly small margin, it is unknown at
this time how long the CBO notes will benefit from its failure.
Despite some modest positive developments, the pressure on
excess spread, combined with the decline in the
overcollateralization of the notes, led Fitch to re-evaluate the
CBO and determine that the initial ratings on the class A-2 and
B notes no longer reflect the current risk to noteholders.


MJ DESIGNS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MJ Designs, L.P.
        9001 Sterling St., #120
        Irving, Texas 75063-2422

Bankruptcy Case No.: 02-49955

Chapter 11 Petition Date: December 13, 2002

Court: Northern District of Texas (Fort Worth)

Judge: Barbara J. Houser

Debtors' Counsel: Michael D. Warner, Esq.
                  Simon, Warner & Doby
                  1700 City Center Tower II
                  301 Commerce St.
                  Ft Worth, Texas 76102
                  Tel: 817-810-5250

Estimated Debts: $10 to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature Of Claim        Claim Amount
------                     ---------------        ------------
Allstate Floral & Craft,   Trade Debt                 $467,741
Inc.  
14038 Park Place
Cerritos, CA 90703

XYZ Imports, Int'l.        Trade Debt                 $263,641
PO Box 869317
Piano, Texas 75086-9317

Direct Export              Trade Debt                 $260,457
925 22nd Street #11
Plano, TX 75074

Regency International      Trade Debt                 $185,070

SBAR's Inc.                Trade Debt                 $180,503

Diamond Art & Craft        Trade Debt                 $160,336
Distributors, I  

Raz Imports                Trade Debt                 $150,393

Celebrity, Inc.            Trade Debt                 $140,392

J. Hobert Co.              Trade Debt                 $139,434

Structural Industries      Trade Debt                 $120,322

Westrim Crafts             Trade Debt                  $94,492   

Mixon Investments          Trade Debt                  $91,997

Lindy Bowman Co., Inc.     Trade Debt                  $91,621
The   

Plus One Import            Trade Debt                  $89,762

Gemline Frame Co.          Trade Debt                  $84,947

Santa's Own                Trade Debt                  $82,744

Dallas Morning News        Trade Debt                  $80,779

Carlton Cards              Trade Debt                  $78,592

A.I. Root Co.              Trade Debt                  $78,065

Candle-Lite                Trade Debt                  $64,207


MOSAIC GROUP: Files for Chapter 11 Reorganization in Dallas, TX
---------------------------------------------------------------
Mosaic Group Inc., (TSX:MGX) has voluntarily initiated a
restructuring of its debt obligations and capital structure. The
Company is seeking Court Orders to proceed with this activity
under the Companies' Creditors Arrangement Act, or CCAA, in
Canada.

Certain of Mosaic's U.S. subsidiaries also have filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Texas in Dallas.

Mosaic Data Solutions Inc., and Mosaic InfoForce LP will not be
commencing bankruptcy proceedings. If the court Orders in Canada
being sought are granted and upon the commencement of the US
Subsidiaries' Chapter 11 proceedings, the Company anticipates
that it and its filing subsidiaries will be provided with the
time and the legal protection necessary to formulate a
restructuring plan with its creditors.

Marc Byron, Vice Chair and CEO of Mosaic Group Inc., said,
"[Tues]day's initiative provides the Company the opportunity to
address its challenges while preserving the interest of its
stakeholders. If the court Orders in Canada being sought are
granted, and upon commencement of the US Subsidiaries' Chapter
11 proceedings, the businesses will continue to operate with
little interruption while a restructuring plan is developed. The
Company has a commitment in principle from its lenders to
provide additional funding in the form of a Debtor-in-Possession
facility that should provide adequate liquidity while a
restructuring plan is pursued. Mosaic anticipates that
Associates' salaries, wages, benefits and expenses will continue
to be paid and that suppliers will be paid for the goods and
services provided post-filing on an ongoing basis. The debt
obligations incurred before today's action will be addressed in
the restructuring plan. Mosaic will also strive to provide its
Brand Partners with best-in-class solutions at the same high
standard they have come to expect."

Mosaic's board of directors also announced the appointment of
Mr. Hap Stephen as Chief Restructuring Officer of the Company,
effective immediately.  Mr. Stephen is one of Canada's leading
restructuring advisors. He has assisted a number of major
corporations in successful financial restructurings. Reporting
directly to the independent committee of the board of directors,
Mr. Stephen will be responsible for directing the financial
restructuring process, and recommending operational changes,
working in conjunction with the Company's senior management
team.

KPMG, Inc., will serve as the Court-appointed Monitor under the
CCAA process and will assist the Company in formulating its
restructuring plan which could include the sale of all or parts
of the Company or recapitalization. The Company also plans to
retain the services of an investment banking firm to assist in
the restructuring process.

Marc Byron continued, "Mosaic has been adversely impacted
primarily by such factors as a loss of revenue and earnings
resulting from unforeseen difficulties encountered by some of
the Company's largest Brand Partners, the level of debt incurred
in the Company's previous acquisition strategy and the
unsatisfactory performance of the Company's UK operations. These
challenges caused the liquidity issue the Company is addressing
through the process initiated Tuesday.

"The Company's message to the Brands with whom it partners and
serves, to its talented Associates and, to its suppliers is that
Mosaic is open for business. Mosaic serves a number of Fortune
100 companies that count on it each and every day. A prime
example of Mosaic's strength is demonstrated through the
performance of its Sales Solutions division, which has grown its
revenues by over 25% year over year and increased earnings by
over 50% through to the third quarter. This cash flow positive
business is the leader in North America, significantly larger in
size to that of its nearest competitor, providing mission
critical sales and merchandising solutions to world-class
brands. We are determined to achieve a successful restructuring
which will enable Mosaic to realize its full potential."

Mosaic Group Inc., with operations in the United States and
Canada, is a best-in-class provider of results-driven,
measurable marketing solutions for global brands. Mosaic
specializes in three functional solutions: Direct Marketing
Customer Acquisition and Retention Solutions; Marketing &
Technology Solutions; and Sales Solutions & Research, offered as
integrated end-to-end solutions. Mosaic differentiates itself by
offering solutions steeped in technology, driven by efficiency
and providing measurable and sustainable results for our Brand
Partners. Mosaic trades on the TSX under the symbol MGX. Further
information on Mosaic can be found on its Web site at
http://www.mosaic.com


NATIONSRENT INC: Enters into Financing Agreement with Banc One
--------------------------------------------------------------
On June 14, 2002, NationsRent Inc., and its debtor-affiliates
commenced adversary proceedings seeking to recharacterize their
prepetition lease agreements with various equipment lessors.  
The Debtors believed that the equipment leases are not "true
leases" but financing agreements.

Since then, the Debtors initiated negotiations with the
equipment lessors to settle the litigation as well as their
obligations under the lease agreements.  According to Daniel J.
DeFranceschi, Esq., Richards, Layton & Finger, in Wilmington,
Delaware, the Debtors ultimately came up with a Master Inventory
Financing, Security and Settlement Agreement to purchase the
equipment they lease by Banc One Leasing Corporation.  Banc One
leases various construction equipment pursuant to a November 29,
1999 Master Equipment Lease Agreement and related equipment
schedules.

The salient terms of the Master Inventory Financing, Security
and Settlement Agreement are:

A. Sale of Inventory and Terms of Sale

   Banc One will sell to the Debtors all its equipment covered
   under schedules B-B01 through B-B04 to the Master Equipment
   Lease -- the Inventory.  The Debtors will finance the
   purchase of the Inventory by borrowing $2,191,647 from Banc
   One.

B. Loans

   Banc One will loan to the Debtors these amounts:

   Inventory Description      Maturity Date          Loan
   ---------------------      -------------          ----
       Schedule B-B01          April 1, 2004       $424,885
       Schedule B-B02          April 1, 2005         83,943
       Schedule B-B03          July 1, 2004          33,372
       Schedule B-B04          October 1, 2005    1,649,447

          Total:                                  2,191,647

   For each loan, the Debtors will issue to Banc One a
   promissory note.  Beginning January 2, 2003, the unpaid
   principal amount of each loan will accrue interest at 7% per
   annum.  The Debtors will pay the interest quarterly in
   arrears beginning on April 1, 2003 and on the first business
   day of each quarter thereafter.  During the continuation of
   an Event of Default, a premium of 2.0% per annum will be
   added to the interest rate.

C. Security Interest in Purchased Inventory

   To secure the Debtors' outstanding obligations under the
   financing agreement and with respect to the loans, Banc One
   will be granted a security interest in the Inventory.

   The parties further agree to modify the automatic stay to
   permit Banc One to:

   -- file necessary or appropriate documents to perfect its
      security interests and liens granted with respect to the
      financing agreements; and

   -- on the occurrence of an Event of Default:

      (a) terminate the financing agreement, each note and any
          other documents, agreements or instruments executed or
          delivered in connection with the loans;

      (b) declare the Debtors' outstanding obligations under the
          financing agreement and the notes immediately due and
          payable;

      (c) exercise the rights of a secured party under the
          Uniform Commercial Code to take possession and dispose
          of the collateral under the financing agreement and
          the loans; and

      (d) exercise any other rights or remedies permitted to
          Banc One under applicable law.

   An Event of Default occurs when:

    (i) the Debtors fail to make any payments of principal or
        interest with respect to the notes within five days
        after becoming due and owing, and that failure
        continues for a period of ten days after the Debtors
        receive a written notice from Banc One of that failure;

   (ii) any statement, warranty or representation of the Debtors
        in connection with or contained in the financing
        agreement and related other related transactions, or any
        financial statements furnished to Banc One by them or on
        their behalf, is false or misleading in any material
        respect;

  (iii) the Debtors breach any material covenant, term,
        condition or agreement stated in the financing agreement
        or other related transaction and that breach remains
        unremedied within 30 days after the Debtors receive a
        written notice from Banc One;

   (iv) the Debtors cease to do business, sell all its assets,
        dissolve, merge or liquidate, except as provided in the
        a Plan of Reorganization;

    (v) any attachments, execution, levy, forfeiture, tax lien
        or similar writ or process -- to the extent the same
        does not constitute a Permitted Lien -- is issued
        against the Collateral and is not removed within 30
        calendar days after filing, unless an adverse action is
        being contested in good faith and does not present a
        material risk to Banc One's interest in the Collateral;
        and

   (vi) the lenders under the Fifth Amended and Restated
        Revolving Credit and Term Loan Agreement dated August 2,
        2000, as amended, declares the Debtors in default and
        have accelerated the indebtedness due.

D. Termination of the Prepetition Agreements

   The Debtors and Banc One agree to terminate their prepetition
   master equipment lease and related schedules.  Banc One will
   be allowed unsecured non-priority claims for general
   unsecured claims arising with respect to the prepetition
   agreements. The claims will be determined after giving the
   Debtors a credit for the aggregate original principal amount
   of the loans.  Banc One will have no further claims against
   the Debtors with respect to the prepetition agreement.

E. Mutual Release and Dismissal of Litigation

   Both parties will fully release the other from any and all
   claims and liabilities arising under the prepetition
   agreements.  The Debtors will also dismiss the litigation
   with respect to Banc One.

Thus, the Debtors ask the Court to approve the financing
agreement.

Mr. DeFranceschi explains that the financing agreement provides
for the purchase of Banc One's equipment at a reasonable price
and on reasonable financing terms.  In addition, the monthly
payments due Banc One under the financing agreement will be
significantly less than the Debtors are currently paying for the
use of Banc One's equipment pursuant to the lease.  Mr.
DeFranceschi also notes that, at the end of the term of the
financing agreement, the Debtors will continue to own, and will
be able to utilize, the purchased equipment for its remaining
useful life.

Mr. DeFranceschi asserts that the resolution of the Banc One
litigation is warranted.  Mr. DeFranceschi points out that, if
it is not resolved consensually, the Debtors would be required
to further prosecute the litigation, which would require
significant time for preparation of motions and other documents
and ultimately, a full trial.  Further litigation would also
mean the incursion of additional attorneys' fees and expenses.

"In comparison, the cost to the Debtors in complying with the
terms of the Master Agreement is reasonable," Mr. DeFranceschi
says.  The dismissal of the litigation with prejudice and the
mutual release as provided under the financing agreement brings
to a certain and final resolution any claims with respect to the
parties' prepetition agreements, Mr. DeFranceschi maintains.
(NationsRent Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ORGANOGENESIS: Committee Looks to Deloitte for Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Organogenesis
Inc., asks the U.S. Bankruptcy Court for the District of
Massachusetts for authority to employ Deloitte & Touche LLP as
its Consultants and Financial Advisors.

The Committee retained Deloitte on November 4, 2003, and asks
the Court to approve the Firm's retention, nunc pro tunc to that
date.

The Committee expects Deloitte to:

  a) assist and advise the Committee in its analysis of the
     current financial position of the Debtor;

  b) assist and advise the Committee in its analysis of the
     Debtor's business plans, cash flow projections,
     restructuring programs, selling and general administrative
     structure, and other reports or analyses prepared by the
     Debtor or its professionals in order to advise the
     Committee on the viability of the continuing operations and
     the reasonableness of the projections and underlying
     assumptions with respect to industry and market conditions.

  c) assist and advise the Committee in its analysis of the
     financial ramifications of proposed transactions for which
     the Debtor seeks Bankruptcy Court approval including use of
     cash collateral, assumption/rejection of leases, employee
     compensation or retention and severance plans;

  d) assist and advise the Committee in its analysis of the
     Debtor's internally prepares financial statements and
     related documentation, or order to evaluate performance of
     the Debtors as compared to its projected results;

  e) attend and advise at meetings with the Committee and its
     counsel and representatives of the Debtor;

  f) assist and advise the Committee and its counsel in the
     development, evaluation and documentation of any plan of
     reorganization or strategic transaction, including
     developing, structuring and negotiating the terms and
     conditions of potential plan or strategic transaction and
     the value of consideration that is to be provided to the
     unsecured creditors;

  g) assist and advise the Committee in its preparation of
     hypothetical orderly liquidation analyses or "going
     concern" value; and

  h) provide such other services, as requested by the Committee
     and agreed by Deloitte.

To the best of the Committee's knowledge, Deloitte neither holds
nor represents any interest adverse to the Debtor or its estate
and is a "disinterested person" as defined in the Bankruptcy
Code.

Deloitte intends to charge the Debtor's estate at a blended
hourly rate of $295 per hour or its regular hourly rates for the
professionals involved.  The regular hourly rates are:

          Partner               $500 to $650 per hour
          Senior Manager        $300 to $450 per hour
          Manager               $300 to $450 per hour
          Senior Consultant     $250 to $350 per hour
          Consultant            $180 to $275 per hour

Organogenesis Inc., development and manufacturer of skin
substitutes and related items, filed for chapter 11 protection
on September 25, 2002.  Andrew Z. Schwartz, Esq., at Foley Hoag
LLP represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$24,536,000 in total assets and $32,346,000 in total debts.


OWENS CORNING: Commences Trading on OTCBB Effective Today
---------------------------------------------------------
Owens Corning will begin trading its shares on the Over-The-
Counter Bulletin Board as of today, December 19, 2002. Owens
Corning shares will trade under a new trading symbol yet to be
assigned.

The OTC Bulletin Board is a regulated quotation service that
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The New York Stock Exchange announced Monday that it determined
that the common stock of Owens Corning (NYSE: OWC) should be
suspended prior to the opening on Thursday December 19, 2002. In
addition, an application from the NYSE to the Securities and
Exchange Commission to delist the company is pending the
completion of applicable procedures.

In reaching its decision, the NYSE cited the fact that Owens
Corning had fallen below certain NYSE continued listing
standards. Specifically, Owens Corning's average global market
capitalization over a consecutive 30 trading-day period is less
than $50 million and its total stockholders' equity is less than
$50 million; and the average closing price of the company's
stock is less than $1 over a consecutive 30 trading-day period.

Owens Corning and certain of its subsidiaries filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
on October 5, 2000, in response to the company's mounting
asbestos liability.

"The decision of the NYSE to suspend trading of our shares is
related solely to the price of our shares, and in no way affects
our continued operations nor our ability to successfully
restructure our company under Chapter 11," said Dave Brown,
Owens Corning's chief executive officer. "We will continue to
serve our customers with the innovative products, services and
solutions they have come to expect from Owens Corning."

Owens Corning is a world leader in building materials systems
and composite systems. Founded in 1938, the company had sales of
$4.8 billion in 2001 and employs approximately 19,000 people
worldwide. Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware. The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code. The Chapter
11 cases of the Debtors are being jointly administered under
Case No. 00-3837 (JKF). The Chapter 11 cases do not include
other U. S. subsidiaries of Owens Corning or any of its foreign
subsidiaries. The Debtors filed for relief under Chapter 11 to
address the growing demands on Owens Corning's cash flow
resulting from its multi-billion dollar asbestos liability.
Owens Corning is unable to predict at this time what the
treatment of creditors and equity holders of the respective
Debtors will ultimately be under any plan or plans of
reorganization finally confirmed. Based on the Debtors' known
assets and known and currently estimated liabilities, it is
likely that pre-petition creditors generally will receive under
a plan or plans less than 100% of the face value of their
claims, and that the interests of Owens Corning's equity
security holders will be substantially diluted or cancelled in
whole or in part. It is not otherwise possible at this time to
predict the outcome of the Chapter 11 cases, the final terms and
provisions of any plan or plans of reorganization, or the
ultimate effect of the Chapter 11 reorganization process on the
claims of the creditors of the Debtors, or the interests of the
Debtors' respective equity security holders.

Owens Corning's 7.50% bonds due 2005 (OWC05USR1), DebtTraders
reports, are trading at about 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC05USR1for  
real-time bond pricing.


OWENS CORNING: Enters Stipulation Resolving Valspar's Claims
------------------------------------------------------------
Prior to the Petition Date, Owens Corning Debtor Exterior
Systems Inc., routinely purchased products from Valspar
Corporation.  As a result of these purchases, Exterior Systems
was entitled to receive certain rebates pursuant to Valspar's
Rebate Program. Under the Rebate Program, Valspar owes Exterior
Systems $422,818 in prepetition obligations.

On the other hand, Valspar and Lilly Industries Inc., an entity
which was acquired by Valspar, filed proofs of claim in the
Debtors' cases, consisting of:

        Claim No.            Claimant             Amount
        ---------        ----------------      ------------
          6334           Valspar                $1,234,154
          6768           Valspar                 1,234,154
         12153           Valspar                 1,072,154
          6583           Lilly Industries            4,743
                                               ------------
                                                $3,545,205

After a review of the proofs of claim, Exterior Systems and
Valspar agree that Exterior Systems owe Valspar $1,622,407 as of
the Petition Date, as a result of Exterior Systems' prepetition
purchases.

Accordingly, the parties agreed to consensually resolve their
mutual obligations through a stipulation, which provides in
pertinent part that:

  A. The automatic stay will be modified to the extent required
     to permit Valspar to set off and reduce Exterior Systems'
     debt by the amount of Valspar's Debt;

  B. Subsequent to the setoff, and after taking into account the
     reclamation payment, Exterior Systems will owe Valspar
     $1,072,883 as remaining prepetition obligation;

  C. After Court approval, Valspar will be deemed to have
     an allowed general unsecured non-priority claim against
     Exterior Systems amounting to $1,072,883.

     Within 10 days after Court approval of this stipulation,
     Valspar will:

     -- file an amendment to Claim No. 12153, to reflect that
        Valspar has a general unsecured non-priority claim
        against Exterior Systems for $1,072,883;

     -- file an amendment of Claim No. 6768 to reflect that
        Valspar has a claim against Owens Corning for $0; and

     -- file an amendment of Claim No. 6583 to reflect that
        Lilly has a claim against Exterior Systems for $0; and

  D. The stipulation resolves outstanding prepetition claims
     between Exterior Systems and Valspar with respect to the
     Exterior Systems Debt, the Valspar Debt, Claim Nos. 6334,
     6583,6768, 12153, provided, however, that:

     -- the Debtors will retain any and all claims against
        Valspar on account of, or arising under, any warranties
        provided in connection with the products purchased by
        the Debtors from Valspar; and

     -- nothing in the Stipulation will affect or limit Exterior
        Systems' rights, if any, under Sections 502(d), 544,
        547, 548, 549 and 550 of the Bankruptcy Code. (Owens
        Corning Bankruptcy News, Issue No. 42; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Court Says CPUC Alternative Plan Feasible & Legal
--------------------------------------------------------------
PG&E Corporation, Pacific Gas and Electric Company's parent and
co-proponent of the PG&E Plan, asserts that the joint plan
proposed by the California Public Utilities Commission and the
Official Committee of Unsecured Creditors is unconstitutional as
the plan purports take its interest as well as those of other
equity holders' in the Debtor's estates.  PG&E Corporation also
complains that the CPUC Plan, as amended, fails to maximize the
estate's value for the benefit of interest holders.  In
addition, the CPUC Plan impairs PG&E Corporation's interest in
the Debtor to the tune of several billion dollars.  PG&E
Corporation holds all interests classified as Class 14 common
stock under the CPUC Plan.

The CPUC represents that Class 14 equity interests are not
impaired because PG&E Corporation's legal and equitable rights
as a shareholder remain unchanged.  So long as common
stockholders retain the same stock certificates, the CPUC has
stated that it does not matter that the CPUC Plan reduces the
economic value of their ownership interest by billions of
dollars.  Subsequently, PG&E Corporation observes that the CPUC
offered no evidence to satisfy its best interest test burden to
compare the residual value received by the equity under the CPUC
Plan to the value that the same class would receive under a
Chapter 7 case distribution.

Alan S. Gover, Esq., at Dewey Ballantine LLP, tells Judge
Montali that the CPUC Plan deliberately and materially impairs
PG&E Corporation's equity interest in these respects:

1. The CPUC Plan Reduces Equity's Value By Releasing The Rate
   Recovery Litigation And Other PG&E Claims

   The CPUC Plan not only forces the Debtor to release and
   dismiss with prejudice its Rate Recovery Litigation claims,
   currently pending in the U.S. District Court, but also its:

   (a) pending breach of contract claim against the State of
       California filed on September 6, 2002, in the California
       Superior Court for the County of Sacramento;

   (b) claims pending before the CPUC seeking recovery of its
       unrecovered procurement and investment-related costs
       under provisions of the Public Utilities Code and AB
       1890's "regulatory bargain"; and

   (c) potential other claims.

   Mr. Gover contends that the Debtor's Rate Recovery Litigation
   as well as its other claims constitutes valuable assets of
   the bankrupt estate.  The Rate Recovery Litigation seeks to
   recover $9,200,000,000 the Debtor incurred to purchase
   electricity for delivery to its customers.  The Rate Recovery
   Litigation also includes claims under the Supremacy, Takings,
   Due Process, and Commerce Clauses of the U.S. Constitution
   for recovery of, inter alia, the Debtor's past capital costs
   and reasonable rate of return.  The other claims include not
   only claims currently pending before the California Courts
   and the CPUC, but also claims that may arise from future CPUC
   decisions before the implementation date of the CPUC Plan.

   Pursuant to the filed rate doctrine, the regulatory compact
   and the Fifth Amendment, Mr. Gover asserts that the Debtor is
   entitled to full recovery of its power procurement and
   stranded costs and reasonable return on its investment.  
   Since the Debtor is solvent and notes that creditors are
   being paid in full, Mr. Gover notes that the loss of all
   Debtor's claims reduces the residual value of PG&E
   Corporation's equity interests.

2. The CPUC Plan Reduces Equity's Value By Limiting The Debtor's
   Return On Equity

   Mr. Gover informs the Court that the return of equity
   projected under the CPUC Plan for each of the 12 years
   contained in CPUC's financial model is lower than PG&E
   Corporation's currently authorized return of 11.22%.  This
   alone spells a loss to equity between $366,000,000 to
   $608,000,000.

   The UBS Warburg financial model is premised on:

   (a) the equity's reinvestment of 100% of the Reorganized
       Debtor's net income during the initial five-year period
       and 35% for the balance of the period covered by the
       model; and

   (b) a constant 9.12% return on rate base.

   Although the rate of return appears to be adequate at the
   initial 39.3% equity component and the initial weighted
   average of interest rates on debt and preferred stock, Mr.
   Gover notes that, as net income is retained and used to pay
   down lower-cost debt, then a 9.1% return on rate base no
   longer provides the authorized return on equity.  The return
   on equity decreases because the percentage of equity in the
   capital structure increases, while the overall return on rate
   base is kept constant.  The result is that the additional
   equity only provides the shareholder with a return equal to
   the lower after-tax cost of the debt being retired, instead
   of the higher authorized return on equity.

   Even if the UBS Warburg Model projected that no dividends
   would be paid for five years, Mr. Gover argues that the
   return on rate base assumptions embedded in the model would
   still not provide revenues sufficient for an equity holder to
   earn the authorized return on equity under the Debtor's
   historical capital structure.  This is because the 9.1%
   return on rate base, which is held constant in the model, is
   based on 39.3% equity in the Debtor's initial post-
   reorganization capital structure.  As the percentage of
   equity in the capital structure rises in subsequent years,
   Mr. Gover notes that the same 9.1% overall return on rate
   base results in decreasing returns on equity.

3. The CPUC Plan Impairs The Equity's Governance Rights And
   Protections Under The California Corporation Code

   The CPUC concedes that a common stockholder is entitled to
   "basic rights" under California law, but it ignores the
   actual impact of its plan on those rights.  PG&E Corporation
   accuses the CPUC of stripping its rights to have the CPUC
   Plan, including the settlement of claims, subject to the
   analysis and decision-making of the Debtor's board of
   directors.  Mr. Gover reminds Judge Montali that, by
   definition, a plan of reorganization or settlements of major
   litigation are the types of transactions that fall within the
   board's jurisdiction to manage a corporation's business and
   affairs in accordance with California law.

                         *     *     *

According to a November 25, 2002 Reuters report, Judge Montali
denied PG&E's motion to dismiss the Alternative Reorganization
Plan proposed by the California Public Utilities Commission and
the Official Committee of Unsecured Creditors.  Judge Montali
ruled that the CPUC's proposal is financially feasible and does
not violate California law.  According to Judge Montali, the
CPUC has the legal standing to what is best to regulate the
state's utilities. (Pacific Gas Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLYONE CORP: Expects a Seasonally Weak Fourth Quarter 2002
-----------------------------------------------------------
PolyOne Corporation (NYSE: POL), a leading global polymer
services company, expects to report a net loss before special
items of between $16 million and $20 million for fourth-quarter
2002, based on October and November financial results and the
projection for December. This estimate equates to a loss before
special items of $0.17 to $0.22 per share.

For the quarter, special items are expected to include
restructuring cost from previous announcements and the recently
announced sale of the So.F.teR S.p.A. joint venture. These
special items are projected to increase the net loss by
approximately $0.01 to $0.02 per share.

"We anticipated a seasonally weak fourth quarter in 2002, but
the decline in our North American sales and in U.S. industrial
production overall has been worse than expected," said Thomas A.
Waltermire, PolyOne chairman and chief executive officer. "The
decline has been broad-based across our industrial market
segments. In particular, we experienced slowing from automotive
and construction applications."

               Third-Quarter Slowdown Persists

On October 30, 2002, PolyOne stated that it expected revenues to
decline from third-quarter to fourth-quarter 2002, but less
steeply than the 11 percent drop experienced in 2001. The
Company also said it anticipated that fourth-quarter 2002
revenues would increase compared with fourth-quarter 2001. It
now appears that revenues for fourth-quarter 2002 should decline
approximately 12 percent from third-quarter 2002 and should
approximate fourth-quarter 2001 revenues of $589.9 million.

Most of the anticipated shortfall is attributable to slower-
than-expected demand in PolyOne's North American Plastic
Compounds and Colors business group. The forecast for North
American PCC shows sales in fourth-quarter 2002 declining 12 to
14 percent from third-quarter 2002 levels. Customers in most PCC
markets are driving inventories lower in response to both
slowing demand and a focus on improving their year-end working
capital positions.

Historically, Company sales trends have correlated closely with
the U.S. Industrial Production Index (less the high-tech
component). The index started declining in third-quarter 2002,
has continued to fall in the fourth quarter and is likely to end
the year near fourth-quarter 2001 levels.

In its third-quarter outlook commentary, PolyOne stated that the
Resin & Intermediates equity contribution could decline between
$9 million and $11 million in fourth-quarter 2002 compared with
third-quarter 2002. It now appears that the reduction should be
between $10 million and $13 million. This revised outlook is due
primarily to lower polyvinyl chloride (PVC) resin shipments and
market selling prices and lower-than-anticipated market price
increases for caustic soda. Average quarterly market selling
prices for PVC could decline between 2 cents and 3 cents per
pound in the fourth quarter compared with the average for the
third quarter of 2002.

PolyOne has made steady progress during the fourth quarter to
reach its commercial working capital targets through inventory
reduction. The Company anticipates reducing its commercial
working capital by at least $70 million by the end of the fourth
quarter compared with the end of the third quarter.

PolyOne forecasts that sales in its North American PCC unit
should decline from 4 percent to 5 percent in fourth-quarter
2002 compared with fourth- quarter 2001. The Company further
projects that PCC shipments will decline from 1 percent to 3
percent in fourth-quarter 2002 compared with fourth- quarter
2001. This decline will more than offset anticipated year-over-
year revenue improvements from the International and Formulators
units and the Distribution segment, although they, too, are
experiencing normal seasonal slowdowns.

Comparing the anticipated fourth-quarter 2002 performance with
third-quarter 2002 results, lower volumes will contribute at
least $30 million to the operating income change. Additionally,
unfavorable changes in high- leverage variables will lower
earnings from the Resin and Intermediates segment by slightly
less than $10 million.

Comparing the anticipated fourth-quarter 2002 performance with
fourth- quarter 2001 results, approximately $17 million of the
forecasted lower operating earnings will be due to variable
margin compression as a result of higher chlor/vinyl chain costs
and slightly lower compound selling prices in PolyOne's
operating businesses.

        Company Charts Actions to Return to Profitability

"Simply put, this performance cannot be allowed to continue. It
calls for immediate action," said Waltermire. "While we have
made tremendous progress in reducing costs and realigning our
North American asset base, our financial results demand both
short- and long-term solutions to return us to acceptable profit
levels, improve our balance sheet and strengthen our position
within our markets. Our management team, united in this
commitment with our Board of Directors, will take the necessary
actions to accomplish this task swiftly."

During third-quarter 2002, PolyOne's management team initiated a
thorough assessment of the Company's business platforms, its
overall cost structure, the effectiveness of its approach to
customers and its debt level. As a result of this work, the
Company will act on a number of significant recommendations in
each of these areas:

     * The Company has targeted a reduction of $200 million to
$300 million in its overall debt level. To this end, management
is assessing alternatives for non-strategic assets.

     * Effective with the first quarter of 2003, PolyOne will
not pay out a dividend until its balance sheet and operating
income performance improve. In the past, PolyOne declared a
$0.0625 per share (approximately $6 million) quarterly dividend.

     * The Company will limit capital spending to approximately
$50 million in 2003 versus approximately $75 million in 2002.

     * Management intends to reduce its selling, general and
administrative (SG&A) costs to less than 10 percent of sales.
The forecast shows that in 2002, SG&A costs will be about 12
percent of sales.

     * To ensure that PolyOne's go-to-market strategy is
targeting the appropriate customer base and is cost effective,
management is reassessing its commercial organization. Already,
the North American Plastic Compounds and Colors unit has taken
steps to realign into three product-focused platforms: vinyl,
engineered materials and color.

     * A salary freeze for U.S. employees, started in 2002, will
continue into 2003 until a clear recovery in the Company's
profitability becomes evident.

     * The Company is reviewing ways to reduce the cost of
various U.S. employee benefit programs.

By the end of January 2003, PolyOne will provide additional
information, including financial details, on the anticipated
impact of these actions. The Company has adopted an aggressive
schedule to implement these changes as early as feasible in the
new year.

PolyOne Corporation, with revenues approximating $2.6 billion,
is an international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com  

                           *   *   *

               S&P Credit Rating Remains at BB+

As reported in the September 20, 2002 issue of the Troubled
company Reporter, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on PolyOne
Corp., to double-'B'-plus from triple-'B'-minus, citing slower-
than-expected progress in improvement to the financial profile.
The outlook is negative.

"The rating action reflects the deterioration in operating and
financial performance stemming from adverse business conditions,
and the likelihood that needed improvement to the financial
profile could take longer than anticipated," said Standard &
Poor's credit analyst Peter Kelly. The continuation of
challenging industry fundamentals has weakened the financial
profile and is likely to limit the improvement anticipated in
the prior rating. Standard & Poor's recognizes the company's
efforts to reduce costs and manage cash flow, as well as recent
modest improvement in earnings.


RENAISSANCE ENTERTAINMENT: Auditors Express Going Concern Doubt
---------------------------------------------------------------
Renaissance Entertainment Corporation presently owns and
produces four Renaissance Faires: the Bristol Renaissance Faire
in Kenosha, Wisconsin, serving the Chicago/Milwaukee
metropolitan region; the Northern California Renaissance
Pleasure Faire, serving the San Francisco Bay and San Jose
metropolitan areas; the Southern California Renaissance Pleasure
Faire in Devore, California serving the greater Los Angeles
metropolitan area; and the New York Renaissance Faire serving
the New York City metropolitan area.

The Renaissance Faire is a re-creation of a Renaissance village,
a fantasy experience transporting the visitor back into
sixteenth century England. This fantasy experience is created
through authentic craft shops, food vendors and continuous live
entertainment throughout the day, both on the street and stage,
including actors, jugglers, jousters, magicians, dancers and
musicians.

As of September 30, 2002, the Company's Southern California,
Wisconsin and New York Faires had finished their operating
season and the Northern California Faire had operated three of
six weekends. The Company's Renaissance Faires operated the same
number of weekends in 2002 as 2001, with the exception of the
New York Faire and Northern California Faire. The New York Faire
operated seven weekends in 2002 as compared to eight in 2001.
The Northern California Faire was relocated to Casa de Fruta in
Hollister, California in 2002. As of September 30, 2001, the
Faire had operated six of eight weekends, while in 2002 it had
operated three of six weekends. During 2002, the Company began
operating the Sterling Forest Ski Center and incurred ongoing
expenses that were not experienced in 2001.

Revenues decreased $1,010,625, or 14%, from $7,107,549, in 2001
to $6,096,924 in 2002. In 2002, both the Wisconsin and Southern
California Faires experienced an increase in attendance. The New
York and Northern California Faires experienced a decrease in
overall attendance that largely explains the decline in revenue.
The decrease in attendance at the New York Faire was weather
related, with inclement weather affecting nine out of fifteen
days of operation. The Northern California Faire attendance was
down 7.5% as of September 30, 2002 as compared to 2001, and was
affected by its relocation and the aforementioned revised
schedule of operations. As of this date, revenue has not been
recognized for the Ski Center as its operating season does not
begin until December 2002 or January 2003, depending on weather
conditions.

Net income to common stockholders also decreased $304,214, from
$1,183,917 for the 2001 period to $879,703 for the 2002 period.
Finally, net income per common share decreased from $.55 for the
2001 period to $.41 for the 2002 period, based on 2,144,889
weighted average shares outstanding in the years 2001 and 2002.

Revenues decreased $900,674, or 8%, from $10,785,396 in 2001 to
$9,884,722 in 2002. In 2002, both the Wisconsin and Southern
California Faires experienced an increase in attendance. Again,
as in the report on the three month period above, the same
factors were at play, i.e., the New York and Northern California
Faires experienced a decrease in overall attendance that largely
explains the decline in revenue.  The decrease in attendance at
the New York Faire was weather related, with inclement weather
affecting nine out of fifteen days of operation. The Northern
California Faire attendance was down 7.5% as of September 30,
2002 as compared to 2001, and was affected by its relocation and
the aforementioned revised schedule of operations. As of this
date, revenues has not been recognized for the Ski Center as its
operating season does not begin until December 2002 or January
2003 depending on weather conditions.

Net income to common stockholders also decreased $177,629, from
$591,804 for the 2001 period to $414,175 for the 2002 period.
Finally, net income per common share decreased from $.28 for the
2001 period to $.19 for the 2002 period, based on 2,144,889
weighted average shares outstanding in the years 2001 and 2002.

The Company's working capital surplus increased during the nine
months ended September 30, 2002, from $524,782 at December 31,
2001 to $838,284 at September 30, 2002. The Company's working
capital requirements are greatest during the period from
January 1 through May 1, when it is incurring start-up expenses
for its first Faire of the season, the Southern California
Faire.

While the Company believes it has adequate capital to fund
anticipated operations for fiscal 2002, it will be required to
raise additional capital by March of 2003 if the notes due
November 30, 2002, are not extended and if the notes are
extended, may still be required to raise additional capital for
2003 depending on the operation of the Ski Center.

Reviewing the change in financial position over the six months,
current assets, largely comprised of cash and prepaid expenses,
increased from $1,489,308 at December 31, 2001 to $2,722,322 at
September 30, 2002, an increase of $1,233,014 or 83%. Of these
amounts, cash and cash equivalents increased from $834,257 at
December 31, 2001 to $1,352,210 at September 30, 2002. Accounts
receivable increased from $116,369 at December 31, 2001 to
$146,971 at September 30, 2002. Inventory increased from
$155,367 at December 31, 2001 to $235,270 at September 30, 2002.
Prepaid expenses (expenses incurred on behalf of the Faires)
increased from $365,499 at December 31, 2001 to $983,673 at
September 30, 2002. These costs are expensed once the Faires are
operating.

Current liabilities increased from $964,526 at December 31,
2001, to $1,884,038 at September 30, 2002, an increase of
$919,512, or 95%. Accounts payable and accrued expenses
increased $232,207, or 50%, from $468,309 at December 31, 2001
to $700,516 at September 30, 2002. Unearned income, which
consists of the sale of admission tickets to upcoming Faires,
passes for the Sterling Forest Ski Center and deposits received
from craft vendors for future Faires, increased from $181,177 at
December 31, 2001 to $867,751 at September 30, 2002.
Approximately $180,000 unearned income is associated with the
Sterling Forest Ski Center. This revenue is recognized once the
Faires and the Ski Center are operating. The Company's notes
payable account for $315,771 of the total current liabilities at
September 30, 2002. This amount is largely attributable to the
promissory notes that mature in November, 2002 and August, 2003.

The Company has incurred operating losses in all fiscal periods
since 1995 except fiscal 2000. For the nine months ended
September 30, 2002, the Company reported a net profit of
$414,175. There is no assurance that the Company will be
profitable in any subsequent period.

The Company had a working capital surplus of $838,284 as of
September 30, 2002. Based on the Company's planned operations
for 2002, the Company believes it has adequate capital to fund
operations and fund required capital expenditures during the
2002 fiscal year. To the extent that operations do not provide
the necessary working capital or notes due November 30, 2002 in
the amount of $287,500 are not extended, the Company will need
to obtain additional capital for 2003 and future fiscal periods.
Additional capital may be sought through borrowings or from
additional equity financing. Such additional equity financing
may result in additional dilution to investors. In any case,
there can be no assurance that additional capital can be
satisfactorily obtained, if and when required.

Renaissance Entertainment has suffered recurring losses from
operations and has a negative stockholders' equity that raise
substantial doubts about its ability to continue as a going
concern.


RURAL/METRO: Sets Annual Shareholders' Meeting for March 3, 2003
----------------------------------------------------------------
The Annual Meeting of Stockholders of Rural/Metro Corporation, a
Delaware corporation, will be held at the Company's corporate
headquarters, at 8401 East Indian School Road, Scottsdale,
Arizona, on Monday, March 3, 2003, at 3:00 p.m., Phoenix,
Arizona time, for the following purposes:

     1. To elect two (2) directors to serve for three-year terms
        or until their successors are elected;

     2. To consider and act upon a proposal to amend the
        Certificate of Incorporation to increase the authorized
        number of shares of common stock from 23,000,000 to
        29,000,000;

     3. To consider and act upon a proposal to amend the
        Employee Stock Purchase Plan to increase the number of
        shares of common stock that may be purchased pursuant to
        the plan from 2,150,000 shares to 3,950,000 shares; and

     4. To transact such other business as may properly come  
        before the meeting or adjournment(s) thereof.

Only stockholders of record at the close of business on January
14, 2003 are entitled to notice of and to vote at the meeting.

Rural/Metro Corporation is a leading national provider of
medical transportation and fire protection services.

At September 30, 2002, Rural/Metro's balance sheet shows a total
shareholders' equity deficit of about $159 million, down from a
deficit of about $165 million as recorded at June 30, 2002.

Rural/Metro Corp.'s 7.875% bonds due 2008 (RURL08USR1) are
trading at about 68 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RURL08USR1
for real-time bond pricing.


RURAL CELLULAR: Nasdaq Knocks-Off Shares Effective December 18
--------------------------------------------------------------
Rural Cellular Corporation (Nasdaq:RCCC) announced that the
Nasdaq Listing Qualifications Panel had denied its request for
continued listing of its common stock on the Nasdaq National
Market. As a result, the RCC's common stock was delisted from
the Nasdaq National Market effective at the opening of business
on December 18, 2002.

As previously reported, the Company received a Nasdaq Staff
Determination letter on October 9, 2002, indicating that the
Company failed to comply with the minimum bid price requirement
for continued listing on the Nasdaq National Market. The Staff
Determination letter informed the Company that, due to such non-
compliance, the Company's common stock was subject to delisting
from the Nasdaq National Market. As permitted by Nasdaq rules,
the Company requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. That
hearing was held on November 22, 2002.

The Company's common stock commenced trading on the OTC Bulletin
Board under the symbol RCCC.OB on December 18, 2002. The OTC
Bulletin Board is a regulated quotation service that displays
real-time quotes, last-sale prices, and volume information in
over-the-counter securities. Information regarding the OTC
Bulletin Board is available at http://www.otcbb.com  Despite  
the delisting from the Nasdaq National Market, the Company will
remain a public reporting company under Securities and Exchange
Commission rules. The Company expects to reconsider its listing
options in the future, based upon its financial condition and
stock price.

Richard P. Ekstrand, president and chief executive officer of
the Company, stated: "In light of RCC's record financial
performance in 2002, we are obviously disappointed by the
Panel's decision, yet we continue to believe in RCC's mission of
efficient growth and eventual profitability."

Ekstrand added, "As market conditions within the
telecommunications sector improve, we look forward to
reconsidering RCC's future listing options."

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states. At
September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $34 million.


SONIC FOUNDRY: Fourth Quarter Revenues Slide-Up 19% to $6.4 Mil.
----------------------------------------------------------------
Sonic Foundry(R), Inc. (Nasdaq:SOFO), a leading digital media
software solutions company, announced its fourth quarter and
year-end results for fiscal 2002.

The company increased its fourth quarter revenues by almost 20
percent and continued strong improvement in gross margins, both
quarter-to-quarter and year-to-year. Year-to-year revenues were
approximately unchanged. The company continued to make strides
in paring expenses in a drive to achieve profitability.
Highlights include:

     -- Revenues for the fourth quarter of fiscal 2002 were $6.4
million, up 19 percent from the $5.4 million reported in fourth
quarter of fiscal 2001. Annual revenues for 2002 were $26.2
million compared to $26.3 million reported the year earlier.

     -- Quarterly and annual gross margins increased
significantly. Gross margins for the 2002 fourth quarter were 61
percent compared to 54 percent for the same period one year ago.
For the 2002 year, the company achieved a nine-percentage point
increase in gross margins of 60 percent versus 51 percent
reported in fiscal 2001.

     -- Sonic Foundry decreased its net loss for the fourth
quarter to $4.0 million ($1.3 million of which was due to non-
cash interest as well as $1.2 million of other non-cash
depreciation and amortization), compared to a loss of $11.4
million it reported for the fourth quarter of 2001.

     -- Despite significant one-time accounting charges which
impacted the company's first quarter and fiscal year bottom
line, the company reported a net loss of $56.7 million ($44.7
million of which was due to non-cash accounting changes),
compared to $49.9 million recorded one year earlier.

     -- Cash from operations improved both for the quarter and
year. For the fourth quarter, Sonic Foundry reported positive
cash generated from operating activities of $.5 million compared
to a use of cash in operating activities of $.7 million for
fourth quarter 2001. For the immediate past year, it recorded a
use of operating cash of $4.9 million versus a use of $10.2
million for fiscal 2001. Since fiscal 2000, Sonic Foundry has
progressively improved its operating cash flow. In 2000, it
recorded an operating cash use of $19.0 million.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities eclipsed total current assets by about
$500,000. Also, the Company's total shareholders' equity
narrowed to about $18 million from $61 million recorded a year
earlier.

"The past year's activities and results were intended to pave
the way for our long-term future and success," explained Rimas
Buinevicius, chairman and CEO of Sonic Foundry. "Our goal this
past year was to implement operational, financial and strategic
measures for our continued shift into the broader, more
lucrative markets we intend to help shape and lead," he said.
"In the coming weeks and months ahead, we will execute
initiatives centered on these objectives -- actions designed to
strengthen our balance sheet, improve shareholder value and
increase our focus and presence in key markets that benefit from
rich media. We are confident in our strategy and ability to
execute our vision toward our goals."

A strategic focus on the enterprise and the company's core
competency of digital media

At the beginning of the fiscal 2002 year, Sonic Foundry
completed its acquisition of MediaSite, a Pittsburgh, Pa.-based
company that offered digital media indexing and management.
Sonic Foundry integrated the technological assets of MediaSite
with its own suite of digital media assets and launched
MediaSite Live(TM), a rich media online presentation solution
that is quickly gaining ground within education, government and
corporate enterprises.

"Now that we have expanded our channel network and clearly
defined our product offering, we are continuing our momentum in
the rich media market, which is at its infancy and expected to
grow exponentially over the next several years," Buinevicius
said. "We have concentrated on this strategic focus for well
over a year. We expect to expedite our growth and presence in
these markets in the near future through various cash generation
strategies we are exploring.

"We believe that the current market capitalization of Sonic
Foundry does not properly reflect the true combined value of
various intangible assets and intellectual property that the
company owns," he explained. "Therefore, we fully intend to
generate cash for the business through the sale of various
assets while using a portion of the proceeds to meet key
strategic and financial objectives, among which is the
elimination of most or all Company debt."

Additional company achievements and highlights for the year
include:

     -- Over the fiscal year, the Company introduced new
        versions of Vegas(TM) Video, ACID(R) PRO, and Sound
        Forge(R);

     -- Continued to move away from expensive retail channels in
        favor of a direct model and the use of third parties to
        market into retail;

     -- Demonstrated continual operating improvements, shedding
        of expenses and improvements in cash management, while
        maintaining a constant top line revenue stream;

     -- Reduced cash required to fund the company's operations
        by more than 50 percent despite increased costs from
        growing its new Systems business as well as assumption
        and payment of acquisition-related liabilities;

     -- Began the build-out of a reseller channel focused on
        selling MediaSite Live and future software offerings
        destined for the enterprise marketplace;

     -- Established and furthered key government contractual
        relationships, including the hosting of a congressional
        briefing that leveraged the technology and built the
        awareness of the company's MediaSite acquisition in
        October 2001.

Founded in 1991, Sonic Foundry (NASDAQ:SOFO) is a leading
provider of desktop and enterprise digital media software
solutions. Its complete offering of media tools, systems and
services provides a single source for creating, managing,
analyzing and enhancing media for government, business,
education and entertainment.

Sonic Foundry is based in Madison, Wis., with offices in Santa
Monica, Toronto and Pittsburgh. For more information about Sonic
Foundry, visit the Company's Web site at
http://www.sonicfoundry.com  


SOTHEBY'S: Agrees to Sell & Lease Back Headquarters for $175MM
--------------------------------------------------------------
Sotheby's Holdings has entered into an agreement to sell its
York Avenue headquarters for $175 million to RFR Holding, LLC.  
The Company will lease back the building, widely regarded as the
best auction house facility in the world, from RFR Holding for a
period of up to 40 years, which includes renewals.

"This is an outstanding opportunity for Sotheby's," said Bill
Ruprecht, Sotheby's President and Chief Executive Officer.  "The
attractive price of $175 million reflects the high asset
quality, desirable location and Sotheby's bright future
prospects.  Sotheby's, similar to other major corporations, has
decided to enter into a sale-leaseback transaction as a means of
financing to provide long-term liquidity for our business.  It
will also allow Sotheby's to pay down $100 million in short-term
debt as well as antitrust fines, which strengthens our balance
sheet." Mr. Ruprecht added: "Sotheby's expects to report a gain
on the sale of the building in the range of $25 million, which
will be amortized over the initial term of the lease as required
by the relevant accounting rules.

"Sotheby's looks forward to a long and exciting future in our
worldwide headquarters that are without equal in the auction
world," continued Mr. Ruprecht.  "After an architectural
makeover, which added six floors and completely redesigned the
existing four floors, we have a state-of-the-art auction
facility that has received international acclaim, particularly
for its tenth-floor exhibition space.  The renovation and
expansion were designed with Sotheby's unique auction business
in mind and ever since it opened, it has offered us a
competitive advantage.  All our New York auction operations are
centralized in one convenient location and, importantly, the
building provides permanent exhibition and storage space for
each department, allowing our specialists to 'live` with their
objects.

"We are delighted at the prospect of a future affiliation with
RFR Holding whose ownership of premier locations, including the
Seagram Building and Lever House, show a clear appreciation for
buildings of great quality."

"RFR Holding is delighted to add the Sotheby's Building to our
expansive portfolio of prime Manhattan commercial real estate,"
said Aby Rosen, Principal of RFR Holding LLC.  "We are
privileged to have Sotheby's as our tenant and look forward to a
mutually rewarding long-term relationship."

J.P. Morgan Securities, Inc., acted as exclusive financial
advisor to Sotheby's.

Sotheby's Holdings, Inc., is the parent company of Sotheby's
worldwide live and Internet auction businesses, art-related
financing and real estate brokerage activities.  The Company
operates in 34 countries, with principal salesrooms located in
New York and London.  The Company also regularly conducts
auctions in 13 other salesrooms around the world, including
Australia, Hong Kong, France, Italy, the Netherlands,
Switzerland and Singapore.  Sotheby's Holdings, Inc., is listed
on the New York Stock Exchange and the London Stock Exchange.

                         *      *      *

As previously reported, Standard & Poor's said its single-'B'-
plus corporate credit rating on Sotheby's Holdings Inc.,
remained on CreditWatch, however, the implications have been
revised to developing from negative.

Sotheby's Holdings' 6.875% bonds due 2009 are currently trading
at about 74 cents-on-the-dollar.


SWIFTY SERVE: Wants to Surcharge CIT Group's Collateral
-------------------------------------------------------
Swifty Serve, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of North Carolina to to
allow them to dip into their secured lenders' collateral to pay
whatever expenses may be necessary to preserve or dispose of
that collateral.

During a hearing conducted on the Petition Date, the Debtors
consented to The CIT Group/Business Credit, Inc.'s request for
relief from the stay to repossess and sell its alleged
collateral -- which is all of the Debtors' inventory.

As a result, the Debtors have no source of cash to operate in
this bankruptcy proceeding whatsoever.  Additionally, the
Debtors ceased to operate at the time of the Petition Date.

The Debtors relate that they have negotiated with the Primary
Secured Creditors and has not been able to reach agreement over
an operating or wind down budget to be funded by those creditors
through Section 506(c) charges or otherwise, for the payment of
the fundamental expenses of preserving the collateral of the
Primary Secured Creditors, i.e., insurance, security, utilities
and the like for the convenience stores owned by the Debtors.

Accordingly, the Debtors believe that it is in the best interest
of all Creditors and the estate that this case be concluded
rapidly through a sale of substantially all of the Debtors'
assets.

A very quick sale process, which, although it would not maximize
a total return to the estate, would at least maximize the
possibility that the Debtors would realize something for the
benefit of unsecured creditors from its encumbered assets.

In the alternative, the Debtors want the Court to appoint a
Chapter 11 Trustee acceptable to the Court and the Creditors, to
operate this Debtor through this Chapter 11 case.  While a
Chapter 11 Trustee would be confronted with much of the same
dilemma that confronts the Debtors, a Chapter 11 Trustee may be
better equipped and experienced to operate under such
circumstances and may encounter less resistance from the secured
creditors.

Furthermore, if the Court should conclude that it would not
impose Section 506(c) charges for the benefit of the Debtors and
would not appoint a Chapter 11 Trustee, the Debtors ask the
court to enter an Order converting this case to Chapter 7 and
appointing Chapter 7 Trustee.

Swifty Serve, LLC, along with its 4 debtor-affiliates, filed a
chapter 11 petition on October 4, 2002.  Paul R. Baynard, Esq.,
at Rayburn Cooper & Durham, P.A., represents the Debtors.  When
the Company filed for protection from its creditors, it listed
estimated assets of more that $50 million and estimated debts of
more than $100 million.


SYMBOLLON PHARMACEUTICALS: Falls Below Nasdaq Listing Standards
---------------------------------------------------------------
Symbollon Pharmaceuticals, Inc., (Nasdaq: SYMBA) received a
Nasdaq Staff Determination indicating that Symbollon has failed
to comply with the minimum $2,500,000 stockholders' equity
requirement for continued listing set forth in Nasdaq
Marketplace Rule 4310(C)(2)(B), and that its common stock will
be delisted from the Nasdaq SmallCap Market at the opening of
business on December 20, 2002. Symbollon does not plan to
request a hearing before a Nasdaq Listing Qualifications Panel
to review the Nasdaq Staff Determination.

The Company believes that its common stock will likely be quoted
on the Over-the-Counter Bulletin Board (OTCBB) following
delisting from the Nasdaq SmallCap Market.

Symbollon Pharmaceuticals, Inc., is a specialty pharmaceutical
company focused on the development and commercialization of
proprietary drugs based on its molecular iodine technology.
Molecular iodine is the active species of iodine, a proven
therapeutic. The Company has developed patented iodine-based
technology that it believes maximizes the 'therapeutic index' of
iodine, thereby making iodine potentially useful in a number of
pharmaceutical applications. Symbollon already has completed
Phase I and II clinical trials evaluating IoGen(TM) as a
potential treatment for fibrocystic breast disease. IoGen(TM) is
an oral tablet that generates molecular iodine in situ (in the
stomach of the patient). For more information about Symbollon,
please visit the Company's Web site at http://www.symbollon.com  

                           *    *    *

      Financial Condition, Liquidity and Capital Resources

The Company has primarily funded its activities through proceeds
from private and public placements of equity and revenues from
research and development collaborations with corporate partners.
The Company continues to incur operating losses and has incurred
a cumulative loss through September 30, 2002, of $8,734,840. As
of September 30, 2002, the Company had working capital of
$1,437,574. The Company believes that it has the necessary
liquidity and capital resources to sustain planned operations
for the twelve months following September 30, 2002. The
Company's planned operations for 2002 include manufacturing
IodoZyme, conducting certain limited manufacturing scale-up
activities relating to IoGen and securing additional resources
to sustain the operations of the Company and to complete the
clinical development of IoGen. The Company estimates that it
will cost approximately $20 to 25 million to complete the
clinical development of IoGen. Until the Company secures
additional resources, it will not be able to conduct any further
significant clinical development of IoGen, including necessary
clinical trials or animal toxicity studies that are required to
submit IoGen for FDA marketing approval, on which the Company's
future is likely dependent. If the Company cannot secure
additional resources before existing resources are exhausted,
which is estimated to occur during 2004, the Company will have
to curtail, or perhaps cease, existing operations.

The Company's ability to obtain new financing may, in part, be
affected by the Company's ability to continue to meet the
criteria for continued listing of its securities on the Nasdaq
SmallCap Market. Nasdaq's current SmallCap continued listing
criteria require, in part, that the Company maintain
stockholders' equity of at least $2,500,000, a minimum bid price
of $1.00 per share of common stock and two market makers for its
securities. As of September 30, 2002, the Company's
stockholders' equity is $1,869,988. Additionally, the bid price
of the Company's common stock is presently below $1.00 per
share. If the Company continues to be unable to meet the
criteria for continued listing, its securities will be delisted
from Nasdaq.

During the remainder of 2002, the Company is committed to pay
approximately $110,000 as compensation to its current executive
officers and approximately $8,800 for lease payments on its
facilities. The Company anticipates that the continued clinical
development of IoGen that it is planning to undertake even
without new financing will cost approximately $100,000 during
the remainder of 2002. At December 31, 2001, the Company had a
net operating loss carryforward for federal income tax purposes
of approximately $8,040,000 expiring through 2021.


TERADYNE INC: Profitability Concerns Spur S&P's B+ Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured note ratings on Teradyne Inc. to 'B+' from
'BB-'. The action recognizes continued stressed conditions in
the semiconductor capital goods industry that are likely to
impede the company's ability to restore operating profitability
over the intermediate term.

The outlook was revised to stable from negative on the Boston,
Mass.-based Teradyne, which supplies the semiconductor testing
industry. Teradyne had debt outstanding of $545 million,
including capitalized leases, as of September 2002.

"Teradyne's good industry position and current liquidity should
provide a degree of near-term downside ratings protection during
the currently stressed phase of the semiconductor capital goods
industry," said Standard & Poor's credit analyst Bruce Hyman.

R&D expenses must remain high (currently 25% of sales) to
support product-development initiatives.

Recognizing stressed markets, Teradyne has been reducing its
workforce and expects further restructuring activities.


TITANIUM METALS: Appoints Paul Zucconi to Board of Directors
------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) announced the
appointment of Paul J. Zucconi as a director of TIMET, bringing
the size of the Board to seven members.  Mr. Zucconi will also
serve as a member of the TIMET Audit Committee replacing Norman
N. Green on the Audit Committee.  Mr. Green will remain on the
Board and all other committees of which he is currently a
member.  With the appointment, the Audit Committee consists of
Dr. Albert W. Niemi, Jr., Gen. Thomas P. Stafford and
Mr. Zucconi.

Mr. Zucconi retired in January 2001 as an audit partner with
KPMG where his career spanned more than thirty-three years.  Mr.
Zucconi is a member of the American Institute of Certified
Public Accountants Quality Control Inquiry Committee and is
involved in instructing AICPA Professional Development Institute
courses.  Mr. Zucconi was also recently elected to the Board of
Directors of Torchmark Corporation, a major life and health
insurance company.

Titanium Metals Corporation, headquartered in Denver, Colorado,
is a leading worldwide producer of titanium metal products.  
Information on TIMET is available at http://www.timet.com

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Standard & Poor's lowered its preferred stock
rating on Titanium Metals Corp., to single-'C' from triple-'C'-
minus following the company's announcement that it plans to
defer future dividend payments on its preferred stock.

Standard & Poor's said that it has affirmed its single-'B'-minus
corporate credit rating on the company. The outlook remains
negative.


TRINITY INDUSTRIES: Selling Railcar Repair Business To Rescar
-------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) a leading industrial
manufacturing company, signed an agreement with Rescar, Inc.,
whereby Rescar will purchase Trinity Industries' existing
railcar repair facilities for cash and enter into a supply
agreement for a portion of the railcar repair work required by
Trinity's other railcar related businesses.  Terms of the
transaction were not disclosed.  Rescar, Inc., is a privately
held company that offers maintenance services to companies that
own and/or lease railcars.  Services include mechanical repair,
exterior painting, interior coating and cleaning.  Rescar has a
nationwide network of 100+ service locations in the US and
Canada.  The deal is subject to certain conditions including
financing and is expected to close by the end of January 2003.

Stated Michael E. Flannery, CEO of Trinity Rail Group, "This
move will allow Trinity Rail to focus on its core businesses of
designing, manufacturing, leasing and managing railcars.  
Trinity will continue to pursue strategic relationships with key
players in the rail industry that help it offer a complete
package of rail transportation solutions to its customers."

Trinity's repair business consists of sixteen facilities located
in twelve states.  Executives in Trinity's Repair business based
in Dallas, Texas will take on new responsibilities within
Trinity Industries and those based in the repair locations are
expected to continue in their current roles.

Trinity Industries, Inc., with headquarters in Dallas, Texas is
one of the nation's leading diversified industrial companies.  
Trinity reports five principal business segments: the Trinity
Rail Group, Trinity Railcar Leasing and Management Services
Group, the Inland Barge Group, the Construction Products Group
and the Industrial Products Group.  Trinity's Web site may be
accessed at http://www.trin.net

Rescar, Inc., with headquarters in Chicago, Illinois is North
America's leading railcar maintenance company.  Rescar's Web
site may be accessed at http://www.rescar.com

                         *    *    *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary triple-'B'-minus senior unsecured debt
rating and its preliminary double-'B'-plus subordinated debt
rating to Trinity Industries Inc.'s $150 million shelf
registration.

At the same time, Standard & Poor's affirmed its triple-'B'-
minus corporate credit rating on the general industrial
manufacturer. The outlook remains negative.


UNION ACCEPTANCE: Reaches Pact to Sell $200 Mill. of Receivables
----------------------------------------------------------------
Union Acceptance Corporation (OTCBB:UACAQ) has reached an
agreement for its subsidiary, UAFC-2 Corporation, to sell
substantially all of the approximately $200 million of
receivables held under its warehouse facility with Wachovia
Securities to a partnership between First Investors Financial
Services Group, Inc., and The First National Bank of Omaha. The
transaction, which has been approved by the U.S. Bankruptcy
Court, is subject to final documentation and is expected to
close December 18, 2002. UAC expects net proceeds of $11 million
to $15 million resulting from the sale of the portfolio.

UAC has continued its efforts to work collaboratively with MBIA
Insurance Corporation toward a resolution of its proceeding
involving MBIA in UAC's bankruptcy. Most recently, UAC and MBIA
with the Court's approval have agreed that UAC will continue as
servicer on its servicing portfolio at least through January 7,
2003. Discussions between UAC and MBIA are ongoing.

The Company continues to examine all strategic alternatives for
resolution of its pending bankruptcy reorganization. Among other
alternatives, the Company is pursuing efforts, coordinated with
the Creditors' Committee in its bankruptcy proceeding, to
investigate the possibility of a transfer of its servicing
platform in coordination with MBIA. Such a transaction may
involve a transition of servicing of the Company's servicing
portfolio to a third party under circumstances where the
successor would purchase UAC's servicing assets and hire
servicing employees. No assurance can be given that UAC will
ultimately decide to pursue such a transaction, when or whether
such a transaction could be effected or its terms. Any such
transaction would be subject to Bankruptcy Court approval.

"We are pleased with our progress on the warehouse portfolio
sale, and we will continue our efforts to preserve our assets in
the interest of our creditors and to provide for an optimal
outcome for our shareholders and employees," said Lee Ervin,
president and chief executive officer of UAC.

"On a related personnel note, it is with regret that I announce
the resignation of Mark Turner, our chief financial officer, who
is leaving UAC on December 20, 2002 for personal reasons," said
Ervin. "Mark brought a wealth of financial experience and
tremendous hard work to us, and we wish him well in his new
endeavors."

The company has planned for the transition of Mr. Turner's
responsibilities. The company's existing executive and financial
management, with the advice and assistance of its reorganization
management firm, ReeseMcMahon L.L.C., will be well positioned to
continue to perform critical financial management functions on
an ongoing basis.

Union Acceptance Corporation is a specialized financial services
company headquartered in Indianapolis, Indiana. The company's
primary business is the servicing of automobile retail
installment sales contracts representing primarily late model
used, and to an extent, new automobiles purchased by customers
who exhibit favorable credit profiles. Union Acceptance
Corporation commenced business in 1986 and became an independent
public corporation in 1995. By using state-of-the art technology
in a highly centralized servicing environment, Union Acceptance
enjoys one of the lowest cost servicing structures in the
independent prime automobile finance industry.


UNITED AIRLINES: Employee-Shareholder Trust Can't Dump Shares
-------------------------------------------------------------
UAL Corp. (NYSE:UAL), the parent company of United Airlines,
said that the bankruptcy court denied an emergency motion to
exempt State Street Bank & Trust, the independent fiduciary of
the UAL ESOP, from the injunction preventing certain parties
from selling substantial shares of UAL common stock. The court
affirmed its previously set schedule for considering objections
to the injunction at a hearing on December 30, 2002.

UAL had obtained the injunction in order to preserve its net
operating loss. The company said that preserving the NOL could
generate substantial tax benefits following its emergence from
Chapter 11 protection, and that a change in ownership of the
company prior to emergence could severely limit the use of the
NOL.

The injunction prevents certain parties from selling shares of
UAL common stock. These parties include holders of more than 2.5
million shares of common stock on an as-converted basis and
holders of claims of $65 million or greater against UAL or
United.

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


UNITED AIRLINES: Reiterates Commitment to Reach Labor Agreements
----------------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
restated its commitment to achieving consensual agreements with
its labor unions regarding employee participation in the
company's business plan to successfully emerge from Chapter 11
bankruptcy. United said that active discussions with its unions
on cost reductions are continuing. The company has presented its
plan and cost reduction proposals to the unions and the unions
are now considering these proposals.

United also informed the U.S. Bankruptcy Court for the Northern
District of Illinois and the company's unions that, in the
absence of consensual agreements, it intends to file a motion
under Section 1113 of Chapter 11 of the U.S. Bankruptcy Code
late next week. While United will continue to work
collaboratively with its unions, the filing of this motion would
be necessary to ensure that United remains in compliance with
the financial requirements of the company's debtor-in-possession
financing agreements by seeking the Court's assistance should
the company and the unions fail to reach consensual agreements.

United's DIP financing is structured such that the cost
reductions must be in effect by February 15, 2003. In order for
the company to be certain that it meets that deadline and avoids
being in default of the terms of the financing, United must
protect its ability to use the 1113 process by filing a motion
with the court on December 26, 2002, in the absence of
consensual agreements.

In the meantime, reaching consensual agreements with United's
unions remains a top priority, and United will continue to
negotiate in good faith as the company proceeds toward December
26 and beyond.

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


UNITED AIRLINES: Honoring Prepetition Employee Obligations
----------------------------------------------------------
Paying employees what they're owed, James H.M. Sprayregen, Esq.,
at Kirkland & Ellis says, is critical and necessary to UAL
Corporation/United Airlines Inc.'s restructuring.  If United
doesn't honor its prepetition employee obligations, the Company
will be unable to retain its current employees and maintain
positive employee morale.  These are the two factors Judge
Lifland deemed critical to the rehabilitation of Eastern Air
Lines in In re Ionosphere Clubs, Inc., 98 B.R. 174 (Bankr.
S.D.N.Y. 1989) (citing H.R. Rep. No. 595 95th Cong. 1st Sess. 16
(1977)), and has been recognized on Day One in every airline
restructuring since that time.

Retention of the skilled employees is not only necessary, Mr.
Sprayregen continues, but "indispensable" in an airline
reorganization, and payment of prepetition wages and benefits is
in the best interest of creditors, the debtor and the employees.
In re Gulf Air, Inc., 112 B.R. 152, 153-54 (Bankr. W.D. La.
1989) (citing In re Ionosphere Clubs, supra, and an unpublished
opinion by Judge Corcoran in the Braniff Airlines bankruptcy in
which an order was granted paying prepetition wage and other
claims of airline employees to allow that air carrier to
continue to function as a going concern).

"Yes," Judge Wedoff said at the First Day Hearing, finding that
the "necessity of payment" doctrine authorizes the Debtors to
pay prepetition employee-related obligations and provide
continued benefits to their workforce.  Judge Wedoff sees that
many employees live from paycheck to paycheck and rely
exclusively on receiving their full compensation or
reimbursement of their expenses to continue to pay their daily
living expenses.  These employees will be exposed to significant
financial and health related problems if the Debtors are not
permitted to pay certain of the unpaid reimbursable expenses and
employee obligations, particularly wages, salaries and medical
benefits.  Judge Wedoff agrees that if United is unable to honor
its employee obligations, employee morale and loyalty will be
jeopardized at a time when employee support is critical.  
Employee uncertainty and anxiety needs to be minimized at this
time when the Debtors need their employees to perform their jobs
at peak efficiency. Subject to a $4,650 cap per employee, Judge
Wedoff authorizes the Debtors to continue to pay wage, salary
and other compensation in the ordinary course of business
including the payment of prepetition obligations and authorizes
the Debtors to continue to maintain their benefit programs,
including the payment of prepetition obligations.

Mr. Sprayregen stepped Judge Wedoff through United's Employee-
Related Obligations, Compensation and Benefit Programs:

A. Payroll and Deductions

The Debtors employ approximately 72,000 active fulltime and
5,900 active part-time employees in the United States and
approximately 5,100 employees in 26 foreign countries. The
Debtors issue payroll checks to their employees. The Debtors'
aggregate gross monthly payroll for all domestic employees is
approximately $425 million, which includes approximately $30
million of employer paid FICA and other payroll taxes and $15.5
million for reimbursable Expenses.  The Debtors' aggregate
monthly payroll for their foreign employees is approximately $11
million. As of the Petition Date, approximately $225 million in
accrued prepetition wages, salaries, and overtime earned by the
Debtors' current and former employees prior to the Petition Date
was unpaid.

From time to time, the Debtors also utilize the services of
independent contractors, including employees provided by
temporary agencies. The Debtors believe that if the Temporary
Employees (or the agencies that pay the employees) remain unpaid
for prepetition services rendered to the Debtors, they will not
return (or the applicable agency will not permit the temporary
employees to return) to their positions. Accordingly, the
Debtors seek to pay the Temporary Employees for any prepetition
amounts.

B. Other Miscellaneous Compensation

In addition to their Wage Obligations, the Debtors provide other
compensation to their employees, including paid vacation, sick
and personal days, pay for time dedicated to jury duty, expense
reimbursement and severance. By this Motion, the Debtors seek
authority to pay Other Compensation to their employees.

    1. Vacation, Sick and Personal Day Pay

The Debtors request that all employees be authorized to use
their accrued vacation days, sick days and personal holidays in
the ordinary course of business. The Debtors provide their
employees with vacation pay. Vacation hours are provided to
full-time and part-time employees and accrue on a monthly basis
for use in the following calendar year. Employees are allowed to
use vacation days not yet accrued.  Prepetition accrued vacation
liability is approximately $387,000,000.

    2. Jury Duty

Full-time and part-time employees are paid, based on regularly
scheduled work hours, for days not worked because of jury duty
commitments.

C. Expense Reimbursement

The Debtors reimburse their employees certain expenses incurred
within the scope of employment, including expenses for travel,
lodging, professional seminars and conventions, ground
transportation, meals, supplies and other miscellaneous business
expenses. Approximately $15,000,000 is paid to employees for
Reimbursable Expenses each year. It is difficult for the Debtors
to estimate the amount of Reimbursable Expenses outstanding as
of the Petition Date because not all employees have submitted
expense reports. It is critical that the Debtors be authorized
to reimburse all these expenses as and when reports are
submitted.

D. Incentive Programs

The Debtors maintain various types of bonus plans for different
types of employees including the PIP and LTIP. The Debtors'
Performance Incentive Plan provides eligible employees of United
Air Lines, Inc. and UAL Loyalty Services, Inc., with an
opportunity to receive additional cash compensation dependent
upon (a) the performance of the relevant Debtor whose
performance is measured against financial and/or operational
criteria and (b) the performance of the specific employee. UAL
Loyalty Services, Inc., also maintains a long-term incentive
plan that provides the opportunity for ULS employees to earn
additional cash compensation based on the increase in the value
of certain ULS businesses over a defined period. The Debtors'
equity incentive plans permit grants of stock options or
restricted stock to certain management employees. The UAL
Corporation's board of directors approves grants based on the
employee's job level and performance.

E. Severance

The Debtors provide severance benefits to their employees. These
policies can be divided into two general categories: the
Executive Severance Policies and the Severance Policies. The
Debtors' Executive Severance Policies cover certain of the
Debtors' executive vice presidents, senior vice presidents,
vice presidents and directors. The Debtors' Other Severance
Policies, most of which are contained in the Debtors' collective
bargaining agreements and cover all of the Debtors' remaining
employees.

F. Benefit Programs

The Debtors have plans and policies to provide their employees
with medical, dental, prescription drug, disability, life
insurance, accident insurance, mental health, retirement
savings, pension, stock and other similar benefits.

    1. Medical Benefits

The Debtors provide primary health coverage for all employees
and their eligible dependents, including coverage for medical,
dental, prescription drug and mental health expenses. This
coverage is generally self-insured; however, fully insured HMOs
are offered as an option in many geographic locations.

       a. Self Insured Plans

The Debtors' Self-Insured Medical Plans are administered by
BlueCross and BlueShield of Illinois, the Debtors' self-insured
traditional dental plans are administered by MetLife, and the
Debtors' self-insured prescription drug benefit programs are
administered by MedcoHealth. Approximately 55,000 employees and
their eligible dependents are covered through the Debtors' Self-
Insured Medical Plans. The Debtors' liability under the Self-
Insured Medical Plans as of the Petition Date is approximately
$52,600,000. The Debtors' liability under the prescription drug
plan as of the Petition Date is approximately $1,500,000. The
Debtors' liability under their traditional dental plan is
$9,900,000.

       b. HMO Plans

Employees may opt to obtain, sometimes at an additional expense,
coverage provided through various health maintenance
organizations. Approximately 28,500 employees and their eligible
dependents have opted for coverage under HMO Plans. Employee
benefit contributions under the HMO Plans are made through
payroll deductions and are deposited in the Debtors' VEBA.
Approximately $12,100,000 of prepetition premiums are owed by
the Debtors for payments to the HMO providers, which includes an
estimated $750,000 of employee benefit contributions which were
still being held by the Debtors pending transfer to the HMOs in
the ordinary course of business. The Debtors' liabilities under
their Dental HMO Plans are $546,000.

G. Insurance

The Debtors provide life insurance, accidental death and
dismemberment insurance and disability insurance to their
employees.  The Debtors pay the entire cost of providing basic
life insurance at varying levels to all employees and their
eligible dependents. Approximately 82,000 employees and their
eligible dependents participate in the Debtors' life insurance
plans. The Debtors' December, 2002 basic life insurance premium
is approximately $900,000.

The Debtors provide basic accidental death and dismemberment
insurance to all employees and their eligible dependents,
enhanced accidental death and dismemberment benefits for pilots,
flight attendants and officers, and a voluntary personal
accident policy available to all employees.  The Debtors'
monthly premiums for this insurance are approximately
$4,900,000. The Debtors maintain a voluntary personal accident
insurance plan covering approximately 37,000 employees. Employee
benefit contributions to this voluntary personal accident
insurance plan are made through payroll deductions and paid over
to the insurance carrier on the 15th of each month.

The Debtors provide various long-term and short-term disability
benefits to their employees. The Debtors provide disability
benefits under a short-term disability plan to the following
employee groups: flight attendants, flight dispatchers,
mechanics, ramp and stores, food service and security officers.
The benefits are fully insured by MetLife, and the premiums are
paid entirely by the Debtors. There are approximately 49,000
employees in the Weekly Disability Plan, which has an annual
cost of approximately $4,200,000. The Debtors provide these
benefits partially to comply with state law disability insurance
requirements.

The Debtors maintain long-term Disability Plans covering
approximately 35,281 employees. The Disability Plans cover the
following employees who are employed for at least one year:
administrative employees, fleet instructors, flight attendants,
management, flight dispatchers, maintenance instructors,
meteorologists, officers and public contact employees. The
Disability Plans are fully insured by MetLife, and the Debtors
share the cost of the annual $4,590,675 of premiums with the
participating employees. As of December 2, 2002, the Debtors'
outstanding obligation to pay premiums was $433,712.

H. Savings Plans

The Debtors maintain several qualified defined contribution
Savings Plans that meet the requirements of Section 401(a) and
401(k) of the Internal Revenue Code. Employees may elect to make
before-tax contributions to the Savings Plans through payroll
deductions which are paid to trusts shortly thereafter. The
Debtors also make contributions to these plans, based on plan
design and collective bargaining agreements. First, the United
Air Lines Management and Administrative 401(k) Plan has an
average of 10,300 participants and an average monthly employee
benefit contribution of $3,403,000. Second, the United Air Lines
Pilot Directed Account Plan has an average of 8,800 participants
and an average monthly employee benefit contribution of
$4,638,000, as well as a monthly company contribution of
$15,000,000. Third, the United Air Lines Ground Employee 401(k)
Plan has an average of 30,400 participants and an average
monthly employee benefit contribution of $7,226,000. Finally,
the United Air Lines Flight Attendant 401(k) Plan has an average
of 19,600 participants with an average monthly employee benefit
contribution of $4,893,000.

I. Pension Plans

The Debtors maintain several Pension Plans that are qualified
defined benefit plans under the Internal Revenue Code. The
Debtors are responsible for making minimum funding contributions
to the plans, based on annual actuarial calculations. In
addition, the Debtors must pay annual premiums for each plan to
the Pension Benefit Guaranty Corporation. The Pension Plans are
as follows:

The Debtors maintain an employee stock ownership plan which is
qualified under Section 401(a) of the Internal Revenue Code. The
Debtors also maintain a supplemental employee stock ownership
plan which is intended to be both a nonqualified stock plan with
respect to certain plan participants and an excess benefit plan
with respect to certain participants. Finally, the Debtors
maintain an employee stock purchase plan under which employees
may purchase company stock through payroll deductions.

J. 24-Hour Nurse Line

The Debtors request, by this Motion, authority to continue to
provide, through an outside vendor, Carewise, a 24 hour nurses
line to aid employees and their eligible dependents in obtaining
health care information. Monthly service fees associated with
this hotline are approximately $100,000.

K. Flexible Spending Program

This program allows employees to make pre-tax premium payments
to medical coverage, health and dependent care accounts.
Employees contribute pre-tax dollars to these accounts to aid
them in paying health and dependent care expenses. Employee
contributions to this flexible spending plan are made through
payroll deductions and are reimbursable to employees throughout
the year. Approximately 28,500 employees participate in this
plan. In November 2002, the Debtors' fees paid to SHPS
Healthcare Services, a third-party employee benefits provide
utilized by the Debtors, to administer this program were
$27,000.

L. Workers' Compensation Programs

The Debtors provide certain workers' compensation programs for
payment of workers' compensation benefits. Pursuant to state
laws, the Debtors must maintain Workers' Compensation Programs
in the ordinary course of business to ensure prompt and
efficient payment and/or reimbursement to its employees. The
Workers' Compensation Programs are utilized to make payments as
claims arise.

M. Social Security, Income Taxes and Other Withholding

The Debtors routinely withhold from employee paychecks amounts
that the Debtors are required to transmit to third parties for
purposes as credit union payments, insurance, union dues,
savings plans deposits, wage garnishments, court ordered
deductions, child support payments and other wage and salary
check-offs and deductions. Examples of withholdings include
Social Security, FICA, federal and state income taxes,
garnishments, health care benefits, union dues, retirement fund
withholding and charitable donations. The Debtors believe that
withheld funds, to the extent that they remain in the Debtors'
possession, constitute monies held in trust and therefore are
not property of the Debtors' bankruptcy estates. Thus, the
Debtors believe that their practice of directing the funds to
the appropriate parties is in the ordinary course of business.

Out of an abundance of caution, the Debtors request authority to
pay or withhold and direct all federal and state withholding and
payroll related taxes relating to prepetition periods,
including, but not limited to, all withholding taxes, Social
Security taxes and Medicare taxes, as well as all other
withholdings such as union dues, charitable contributions and
garnishment contributions, including prepetition funds. To the
extent deductions were made from employees' wages and salaries
including bonuses and commissions) prior to the Petition Date,
the Debtors also propose to implement and effectuate the
prepetition arrangements and to apply or deliver the deducted
sums as provided in the arrangements.

N. Retiree Benefits

Approximately 24,000 retired employees currently receive
employment-related benefits from the Debtors. The Debtors are
obligated to timely pay and honor all retiree benefits unless
those benefits are modified in accordance with Section 1114 of
the Bankruptcy Code. 11 U.S.C. Section 1114(e)(1)(A)-(B) or
otherwise terminated by the Debtors.

As is customary in the case of most large companies, the Debtors
utilize the services of several professionals and consultants in
the ordinary course of their business to facilitate the
administration and maintenance of their books and records in
respect of employee benefit plans and programs and certain
related trusts. In 2001 the Debtors paid Automatic Data
Processing $1.6 million to provide retiree benefit
administration. The Debtors expect to make similar payments in
2002. The Debtors have contracted with ADP to provide services
because ADP can provide them more efficiently and cost
effectively. A non-exhaustive list of the Debtors other
employee-benefits-related service providers includes: BlueCross
and BlueShield of Illinois, MetLife, CIGNA, SHPS, Carewise,
GeoAccess, Universal Life Resources, ReloAction, and e-Benx.
(United Airlines Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


US AIRWAYS: Wants Nod to Examine EDS Corp. Under Rule 2004
----------------------------------------------------------
US Airways Group, Inc., and its debtor-affiliates seek the
Court's authority, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, to examine Electronic Data Systems
Corporation.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, relates that on December 15, 1997, US Airways, The Sabre
Group, Inc. and The Sabre Group Holdings, Inc., entered into an
Information Technology Services Agreement, whereby Sabre agreed
to provide data processing and telecommunications services to US
Airways Group.

On March 14, 2001, EDS and Sabre entered into an Asset Purchase
Agreement where Sabre sold to EDS certain assets including data
processing and telecommunications facilities.  As part of this
agreement, it was contemplated that EDS would assume Sabre's
obligations to perform the data processing and
telecommunications services set forth in the ITSA while Sabre
retained the obligation to perform other parts of the services
in accordance with the ITSA.

Later, US Airways and EDS Amended the ITSA.  Pursuant to the
Amended ITSA, US Airways pays EDS more than $200,000,000 per
year for data processing and telecommunications services.  These
services are crucial to the airline.  Without the steady and
reliable delivery of these services, US Airways would not be
able to provide competitive air transport services.  An
important aspect of how US Airways reorganizes its operations
depends on the treatment afforded the Amended ITSA, Mr. Butler
says.

US Airways and EDS agreed that if Sabre or EDS entered into
services agreements with competitor airlines that are less
favorable to Sabre or EDS, then Sabre or EDS would offer to
revise the US Airways arrangement so that US Airways received
the pricing benefits of the other agreements.  This provision
was a key part of US Airways' decision to outsource its data
processing and telecommunications functions to Sabre and later
to agree that EDS could assume those responsibilities.  The
failure by either Sabre or EDS to grant US Airways the most
favored customer treatment would frustrate an essential basis of
the bargain between US Airways and its service providers.  The
provision is implemented by having executive officers from Sabre
and EDS certify in writing annually that their companies are in
full compliance with this Most Favored Customer clause.

When US Airways entered into the original ITSA, it was
understood that one of the benefits of the transaction was that
US Airways would receive pricing and other service terms that
were comparable to those to American Airlines, Inc.  At the time
of the original contract, representatives from US Airways were
given an opportunity to review the American Airlines contract to
confirm that Sabre was offering US Airways pricing and terms
that were comparable to those provided to American.  Much of the
structure of the original ITSA was adopted so that US Airways
could "piggyback" on top of the Sabre-American Airlines
transaction and get the benefits of any improvements in that
relationship.  This was well known to EDS when it agreed to
acquire significant parts of the Sabre business and assume the
US Airways contract.  The Amended ITSA was also structured so
that US Airways would continue to "piggy-back" on the American
Airlines relationships with EDS and Sabre.

Pursuant to the Amended ITSA, on January 30, 2002, in a letter
from Paulett Eberhart, EDS President, Information Solutions U.S.
to Paul Walters, US Airways Managing Director for Information
Technology, EDS purported to certify that it was in full
compliance with the material provisions of Section 7.12 of the
Amended ITSA (relating to most favored customer status).
Subsequent to receipt of this letter, US Airways has engaged in
discussion with EDS about the basis for this certification and
has requested documents that question the validity of
certification.  To date, EDS has not provided the requested
documents and has insisted that US Airways accept as correct the
reasoning offered as to why the certification is proper.  EDS'
failure to provide this information is itself a breach of US
Airways' contractual rights, Mr. Butler asserts.

US Airways is aware that, as of the beginning of 2002, American
Airlines and EDS entered into a renegotiated agreement to
include revised pricing and other terms and conditions.  Based
on general industry knowledge, and on statements made by EDS
personnel to US Airways personnel, US Airways believes that the
pricing and other terms and conditions offered by EDS to
American Airlines make the American Airlines agreement a "less
favorable" agreement for EDS than the US Airways agreement.  
Accordingly, EDS should have offered US Airways the revised and
more favorable pricing and other terms included in the American
Airlines agreement.

EDS disputes that the American Airlines agreement is less
favorable than the US Airways agreement.  However, as part of
the requested Rule 2004 examination, US Airways seeks access to
the renegotiated American Airlines agreement so that US Airways
and its experts can determine for themselves whether the
American Airlines agreement is more or less favorable.  US
Airways is also seeking to examine Ms. Eberhart to determine the
basis on which she made the certification and to determine
whether that certification is valid.

The Amended ITSA contains numerous provisions that specify the
work that EDS is to perform in return for the contract price.  A
failure to perform the work, or inadequate work performance,
would constitute a breach of the Amended ITSA.  At a minimum, US
Airways would be entitled to a refund for work not performed and
may be entitled to damages for the failure either to perform the
work or to properly perform the work.

Examples of the types of work include:

a) the procedures and processes EDS has established to provide
    US Airways with cost reductions and efficiencies on products
    and services provided under the Amended ITSA;

b) the procedures and processes EDS has established to keep the
    technology platform that EDS uses to provide services to US
    Airways current and at least as good as that used by EDS
    internally, for other airline customers, and in the air
    transportation industry generally;

c) upgrades to the shared processing environments;

d) the procedures and processes EDS has established to use
    resources efficiently;

e) the procedures and processes EDS has established to provide
    upgrades of off-the-shelf software;

f) implementation at US Airways of service level agreements
    that EDS may have with other most favored customers;

g) conduct of annual satisfaction surveys and use of surveys
    for incentive compensation of various EDS personnel
    providing services to US Airways;

h) fair allocation of costs to charges invoiced by EDS to US
    Airways; and

i) the processes and procedures EDS has established to provide
    security for US Airways data no less stringent than that
    which is typical in the airline industry.

US Airways wants EDS to produce documents evidencing the work
performed and the manner in which it has been performed.  US
Airways also seeks to examine knowledgeable EDS personnel about
this work.

Mr. Butler explains that US Airways needs this information to
decide whether to assume or reject the Amended ITSA under
Section 365(a) of the Bankruptcy Code.  The Amended ITSA is a
material contract of the Debtors.  The Debtors can only exercise
their business judgment after careful evaluation of the Amended
ITSA. In conducting an evaluation of the Amended ITSA, US
Airways has two major objectives:

a) it desires to obtain the data processing and
    telecommunications services set forth in the Amended ITSA at
    rates and charges, which reflect current market prices for
    comparable services, and

b) the terms and conditions these services are rendered should
    reflect best industry practices.

US Airways and EDS have been discussing potential revisions to
the Amended ITSA to achieve these two objectives.  However, the
parties have not been able to reach a conclusion on either a
market-based price or industry-standard terms.  The best
evidence of market-based pricing and industry-standard terms and
conditions are the contracts that EDS has entered into with
other airlines and with other providers of comparable services
to other airlines.  Accordingly, as part of a Bankruptcy Rule
2004 examination, US Airways wants to review contracts and
related documents on current agreements between EDS and other
airlines and airline service providers and to examine
knowledgeable EDS personnel about these agreements, so US
Airways will be able to exercise its business judgment in
deciding whether to assume or reject the Amended ITSA. (US
Airways Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

US Airways Inc.'s 9.820% bonds due 2013 (U13USR1) are trading at
about 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR1for  
real-time bond pricing.


U.S. TIMBERLANDS: Commences Trading on OTCBB Effective Dec. 18
--------------------------------------------------------------
US Timberlands Company, LP (OTC Bulletin Board: TIMBZ) received
a letter from the Nasdaq Listing Qualifications Panel informing
the Company that the Panel had determined to delist the
Company's Common Units from The Nasdaq Stock Market effective
with the opening of business on Wednesday, December 18, 2002. As
the Company previously announced, the Panel had previously
determined to transfer the listing of the Common Units from the
Nasdaq National Market to the Nasdaq Small Cap Market contingent
upon the Company's successful completion of a listing
application and the payment of the applicable listing fees.
However, the Company determined that the Common Units were no
longer eligible to be listed on the Nasdaq Small Cap Market as
it did not meet certain of the continued listing criteria. The
Company was further advised that its Common Units would
automatically be eligible for trading on the OTC Bulletin Board.

U.S. Timberlands Company, L.P. and its affiliate own 670,000 fee
acres of timberland and cutting rights on 18,000 acres of
timberland containing total merchantable timber volume estimated
to be approximately 1.8 billion board feet in Oregon and
Washington, east of the Cascade Range. U.S. Timberlands
specializes in the growing of trees and the sale of logs and
standing timber. Logs harvested from the timberlands are sold to
unaffiliated domestic conversion facilities. These logs are
processed for sale as lumber, molding products, doors, millwork,
commodity, specialty and overlaid plywood products, laminated
veneer lumber, engineered wood I-beams, particleboard,
hardboard, paper and other wood products. These products are
used in residential, commercial and industrial construction,
home remodeling and repair and general industrial applications
as well as a variety of paper products. U.S. Timberlands also
owns and operates its own seed orchard and produces
approximately five million conifer seedlings annually from its
nursery, approximately 75% of which are used for its own
internal reforestation programs, with the balance sold to other
forest products companies.

                         *    *    *

As previously reported, Standard & Poor's raised its corporate
credit and senior unsecured debt ratings on timber company U.S.
Timberlands Klamath Falls LLC and its affiliate, U.S.
Timberlands Finance Corp., to triple-'C'-plus from triple-'C'-
minus after company management confirmed that the May 15, 2002,
interest payment on the $225 million of senior unsecured notes
issued jointly by the two companies was made within the 30-day
grace period.

Standard & Poor's also removed the ratings from CreditWatch. The
current outlook is negative. The senior unsecured notes
represent the total amount of debt outstanding.

U.S. Timberlands Co. LP is Klamath's 99%-owner.


VIASYSTEMS GROUP: Court Okays Schulte Roth as Conflict Counsel
--------------------------------------------------------------
Viasystems Group, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Schulte Roth & Zabel LLP as
Special Conflicts Counsel.

Schulte Roth will represent the Debtors in connection with
claims, litigation or other matters now pending or which may
arise as to which the Debtors' general bankruptcy counsel, Weil,
Gotshal & Manges LLP, is or becomes unable to represent due to a
conflict of interest.

Specifically, Schulte Roth will be retained as special conflicts
counsel for the purposes of:

     (i) objecting to the allowance of the claim asserted by
         Enron Energy against Viasystems and prosecuting a
         counterclaim against Enron Energy for breach of the
         Transaction Agreement, and

    (ii) representing the Debtors in connection with any other
         claims, litigation or other matters now pending or
         which may arise as to which WG&M is or becomes unable
         to represent the Debtors due to a conflict of interest.

Schulte Roth will charge the Debtors for its legal services in
accordance with its ordinary and customary hourly rates, which
are:

        Partners           $450 to $675 per hour
        Special Counsel    $425 per hour
        Associates         $190 to $400 per hour
        Paralegals         $80 to $220 per hour

Viasystems Group, Inc. is a holding company whose principal
assets are its shares of stock of Viasystems, Inc. Viasystems,
through its direct and indirect subsidiaries, is a leading,
worldwide, independent provider of electronics manufacturing
services to original equipment manufacturers primarily in the
telecommunication, networking, automotive, consumer, industrial
and computer industries. The Debtors filed for chapter 11
protection on October 1, 2002. Alan B. Miller, Esq., at Weil,
Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Companies filed for protection
from its creditors, it listed $1.6 Billion in total assets and
$1.025 Billion in total debts.


WARREN ELECTRIC: Wants to Continue McCloskey's Engagement
---------------------------------------------------------
Warren Electric Group, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to continue its
employment of McCloskey & Herberger, P.C., as Special Counsel.

The Debtor tells the Court that it requires the advice and
services of Special Counsel to defend it in connection with
lawsuits pending on the Petition Date:

  a. Warren Electric Group v. John F. Giles, Jr., Individually
     and Merlin Process Equipment, Inc.; In the County Civil
     Court at Law No. 1, Harris County, Texas

  b. Warren Electric Group v. Automation Resources, Inc.; In the
     County Civil Court at Law No. 1 of Harris County, Texas

  c. Warren Electric Group v. West Texas Lighting Company, Inc.;
     In the County Court at Law No. 4 of Harris County, Texas

  d. Warren Electric Group v. George M. Karam, Individually and
     Karam Construction, Inc.; In the Harris County Civil Court
     at Law No. 3

  e. Warren Electric Group v. SystemNet Corp d/b/a Computer
     Cabling Division, Inc.; In the Harris County Civil Court at
     Law No. 2

  f. Warren Electric Group v. Crews Electric, Inc.; In the
     County Court at Law No. 3, Harris County, Texas

  g. Warren Electric Group v. IDEX Global Services, Inc. dba
     IDEX Technologies; In the County Court at Law No. 2, Harris
     County, Texas

  h. Warren Electric Group v. Lowry Food Products, Inc. d/b/a
     The Lowry Food Company, Inc.; In the County Civil Court at
     Law No. 3, Harris County, Texas

  i. Warren Electric Group v. Air Condenser Construction, Inc.
     and Chris Bachtel, Individually; In the County Civil Court
     at Law No. 4, Harris County, Texas

  j. Warren Electric Group Ltd. d/b/a Warren Electric Group v.
     Brian Pruitt d/b/a The Beach Street; In the Justice Court,
     Precinct 1, Place 2, Harris County, Texas

  k. Warren Electric Group v. Sun West Supply, Inc.; In the
     County Civil Court No. 1, Harris County, Texas

  l. Warren Electric Group Ltd. d/b/a Warren Electric Company v.
     Ideamasters, Inc.; in Pct. 5, Position 1 of Harris County,
     Texas

  m. Warren Electric Group v. M.H. Integration, Inc. and Mickey
     Horn, Individually; In the County Court at Law No. 1 of
     Harris County, Texas

  n. Warren Electric Group v. Cauley Electric Company, Inc.; In
     County Civil Court at Law No. 3, Harris County, Texas

  o. Watson Electric Supply Company v. Allen Hall & Sons'
     Electric, Inc. d/b/a Hall & Sons' Electric, et al; In the
     19th Judicial District Court of McLennan County, Texas

  p. Warren Electric Group v. NORDCO, Inc.; In the County Civil
     Court at Law No. 2, Harris County, Texas

  q. Warren Electric Group v. Craig K. Hatanville d/b/a Energy
     Electrical Services; in the County Court at Law, Lamar
     County, Texas.

John D. Herberger, Esq., a partner of McCloskey & Herberger,
will be the attorney in charge in this representation along with
other attorneys and professionals.  McCloskey & Herbergerwill's
current hourly rates are:

     Timothy M. McCloskey     Partner     $225 per hour
     John D. Herberger        Partner     $195 per hour
     Daniel M. Pacious        Associate   $160 per hour
     Shari K. Hall            Paralegal   $ 55 per hour
     Sandie R. Potrzeba       Paralegal   $ 55 per hour
     Sheryl A. Warren         Paralegal   $ 55 per hour

The Debtor adds that McCloskey & Herberger has represented the
Company for approximately three years.  This retention has
afforded the Firm an intimate familiarity with the Debtor and
the Debtor believes that McCloskey & Herberger is uniquely
capable to represent the Debtor in these litigations.

Warren Electric Group, Ltd., filed for chapter 11 protection on
September 27, 2002.  Harlin C. Womble, Jr., Esq., at Jordan
Hyden Womble and Culbreth represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of over
$50 million each.


WHEELING-PITTSBURGH: Court Okays Financing Pact with Cananwill
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., sought and obtained Court
approval of an insurance premium financing agreement with
Cananwill, Inc.  The insurance policies for which premium
financing is sought cover the Debtors' property interests.  The
Debtors are required to maintain this insurance to protect these
estates and their creditors.

To pay for these policies, which are necessary for an effective
reorganization, WPSC attempted to obtain unsecured credit.  
Having been unable to obtain credit, WPSC turned to Cananwill to
finance the premium payments.

The Premium Financing Agreement requires that WPSC make a
$1,675,000 cash downpayment, with a $4,689,000 balance financed
over nine monthly payments of $530,620.20.  This reflects
interest at an annual rate of 4.41%.  Cananwill will, thus,
receive total payments equal to $4,775,581.

In return, WPSC grants Cananwill a power of attorney to cancel
the policies financed under the PFA in the event of a default in
payment by WPSC.  To further secure payment of the amounts due
to Cananwill, WPSC grants to Cananwill a security interest in
unearned or returned premiums and other amounts due to WPSC
under the Policies that result from any cancellation.

WPSC further agrees that, in the event of a payment default, the
automatic stay is immediately lifted, and Cananwill may cancel
any or all of the Policies after giving notice as required by
applicable state law.  Cananwill may then apply any unearned or
returned premiums due under the Policies to any amount owing to
Cananwill without any application to the Bankruptcy Court.  In
the event that the unearned or returned premiums are
insufficient to cover the full amount due to Cananwill, any
deficiency, including reasonable attorney's fees, will be deemed
as an unsecured claim entitled to priority under the Bankruptcy
Code.

Mr. Lawniczak asserts that these policies are vital to the
Debtors' ongoing operations and their ability to sustain their
businesses during these Chapter 11 cases.  Furthermore, under
the terms of the DIP Credit Agreement, the Debtors are required
to maintain insurance in such amounts and covering such risks as
is usually carried by companies engaging in similar businesses
and owning similar properties in the same general areas in which
the Debtors operate.

Property insurance is essential for any operating business, and
particularly so for steel manufacturers.  In addition, under the
Operating Guidelines of the Office of the United States Trustee,
the Debtors are also required to maintain this insurance.  The
Debtors cannot meet these requirements without this financing
with Cananwill. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Board Members Offer Resignation to Chairman Capellas
--------------------------------------------------------------
WorldCom, Inc., (WCOEQ, MCWEQ) announced the majority of its
Board members have offered their resignation to new Chairman and
CEO Michael Capellas and he has accepted.  Departing Board
members include Carl J. Aycock, Max E. Bobbitt, Franceso Galesi,
Gordon S. Macklin, Bert C. Roberts, Jr. and John W. Sidgmore.
Judith Areen resigned from WorldCom's Board last week.

Only recently appointed Board members will remain, including
Nicholas deB Katzenbach, former U.S. Attorney General, Dennis
Beresford, former chairman of the Financial Accounting Standards
Board, and C.B. Rogers, Jr., former chairman and CEO of Equifax.

"With the courts' approval [Mon]day of Michael Capellas as
WorldCom's new chairman and CEO, it is now appropriate for each
of us to stand down as directors and give him the opportunity to
continue the process we have started to put in place substantive
reforms and best governance practices," said the departing Board
members.

At Monday's hearing, U.S. District Court Judge Jed S. Rakoff
complimented the existing WorldCom Board of Directors for making
a series of positive reforms to the Company's governance, and
for mandating strong and consistent cooperation with all
government investigations and the District Court's monitoring
process.

"I appreciate the Board's hard work over the past months in
laying the groundwork for good corporate governance going
forward, including the appointment of three new Board members,"
said Capellas.  "These actions show that WorldCom is absolutely
committed to establishing the highest standards of ethics and
integrity at all levels throughout the organization."

WorldCom, Inc., (WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all-inclusive local and long-distance offering to
consumers.  For more information, go to http://www.worldcom.com


WORLDCOM INC: Seeks Approval to Enter into Pentagon City Lease
--------------------------------------------------------------
Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Worldcom Inc., currently own an
office complex located at 701 South 12th Street and 601 South
12th Street, known as "Pentagon City", in Arlington, Virginia.

In the months prior to the Petition Date, the Debtors began
to consolidate their office space occupancy in the Washington,
D.C. area.  By early May 2002, the Debtors determined that their
continued occupancy of Pentagon City was no longer necessary or
desirable.  Accordingly, the Debtors marketed Pentagon City for
sale to potential purchasers.  On July 11, 2002, the Debtors
entered into a contract for the sale of Pentagon City to
TST/Pentagon City, LLC, an affiliate of Tishman Speyer
Properties.  On September 13, 2002, the Debtors filed a motion
in the Bankruptcy Court seeking approval of the sale of Pentagon
City to TST.  However, prior to the hearing to consider the
proposed sale, the Debtors determined that based on new facts,
the consummation of the sale of Pentagon City to TST would not
be in the Debtors' best interests because the terms of the sale
no longer represented adequate consideration.  The Creditors'
Committee agreed with the Debtors' determination in that regard,
and ultimately, the sale motion was withdrawn.

At about this time, the Debtors learned of the intent of the
federal government and one or more of its agencies to seek a
ten-year lease of office space in the Washington, D.C. area
commencing in January 2003.  In connection therewith, the
Government circulated a Solicitation for Offers, a formal
request for offers from building owners, setting forth:

    -- the requirements of the Government;

    -- the award factors by which all offers would be evaluated;

    -- the broad terms of the services needed; and

    -- any special requirements, which the Government may have
       with respect to the procurement.

Ms. Youdelman relates that the Debtors, with the assistance of
their professionals, reviewed the criteria set forth in the SFO,
and on October 31, 2002, timely submitted their offer to the
Government in response.  Since then, the Debtors have been in
discussions with the Government and recently have been informed
that the Government has established November 29, 2002 as the
deadline for the submission of "best and final offers" from all
offerors, i.e., revised final offers upon which the Government
will make its award determination.  The Debtors intend to timely
respond to the request for best and final offers and anticipate
that the award determination will be announced by the Government
during the first half of December 2002.

In the context of their discussions with the Government, the
Debtors were informed that, in view of the Government
representative's inexperience with the Chapter 11 process and
the Government's January 2003 occupancy requirement, the
Government would require assurances of the Debtors' ability and
authority to consummate the lease transaction if selected as the
successful offeror.  Accordingly, although the Debtors believe
that the lease of their owned real property is within the
ordinary course of their business and does not require Court
approval, out of an abundance of caution and to apprise the
Court and parties-in-interest of the status of the Pentagon City
property, as well as to provide the Government with added
comfort regarding the Debtors' ability to move forward with the
transaction, the Debtors seek the Court's authority to
consummate a lease transaction for Pentagon City with the
Government if the Debtors are the successful offeror, and to
execute all documents and take all action necessary or
appropriate.

Although the Government has not yet made its award determination
and best and final offers have not yet been submitted, the
Debtors provide the Court with these general parameters of the
proposed transaction:

    A. Term of Lease: 10 years;

    B. Square Footage: 450,000 to 550,000;

    C. Tenant: U.S. Government;

    D. Rent: $20 to $40 per square foot or $9,000,000 to
       $22,000,000 annually.  Additional rental rate for parking
       will be either on a per space basis or at a set price for
       the entire parking area;

    E. Tenant Improvement Allowance: Indicated by the Government
       at $40 per square foot or $18,000,000 to $22,000,000, to
       cover expenses including Debtors' general contractor and
       architect, furniture, fixtures, and infrastructure
       improvements to support technical requirements;

    F. Capital: $5,000,000 to $10,000,000.  Includes upgrades to
       systems, improvements cosmetic repairs, and similar
       improvements specific to the Government's requirements
       but not covered by tenant improvement allowance;

    G. Occupancy: Partial occupancy to begin January 1, 2003,
       with the occupancy increased to between 100,000 and
       150,000 square feet by March 1, 2003.  It is estimated
       that full occupancy of the remainder of the premises will
       occur on or around the end of the first quarter of 2004;
       and

    H. Duration of Offer: Government proposes all offers remain
       valid until 90 days after award.

Ms. Youdelman notes that the Government is considered a high
quality long-term tenant.  Thus, risk of non-payment of the rent
is minimized, while the marketability of the property to
potential purchasers is enhanced.  Moreover, Pentagon City is
currently unoccupied and not generating any income for the
Debtors.  The Debtors will benefit economically as a result of
the transaction -- either by the stream of income under the
lease or the future sale of the property at optimal value.

Ms. Youdelman contends that the contemplated terms of the lease
are reasonable as the rental rate range is within market
parameters for property of this kind.  Additionally, tenant
improvements are often requested by a new lessee and the cost of
the tenant improvements is taken into consideration in setting
the rental rate.  Likewise, the capital improvements that the
Debtors propose to make are necessary to attract this tenant.
The investment of $23,000,000 to $32,000,000 for the capital
improvements and tenant improvements will enable the Debtors to
realize an income stream of $9,000,000 to $22,000,000 annually
for the course of the ten-year lease term and these investments
are, therefore, wholly warranted.

According to Ms. Youdelman, the Government has set January 2,
2003 as the deadline for partial occupancy of the property.
Therefore, it is critical that the Debtors avoid any time delays
in executing the lease documentation if they are awarded the
lease.  The Debtors expect to receive a notification of the
award decision in the first half of December 2002.  Thus, it is
imperative that the motion be heard on an expedited basis so  
that the Government can be assured of the Debtors' authority to
consummate a transaction and the Debtors can then move
expeditiously if they are offered the lease so that the property
is ready for occupancy by January 2, 2003. (Worldcom Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    14 - 16        0
Finova Group          7.5%    due 2009  33.5 - 35.5     +1
Freeport-McMoran      7.5%    due 2006    90 - 92        0
Global Crossing Hldgs 9.5%    due 2009     2 - 3        -0.25
Globalstar            11.375% due 2004     8 - 9        +1
Lucent Technologies   6.45%   due 2029    42 - 44       -5
Polaroid Corporation  6.75%   due 2002     3 - 5         0
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    25 - 27       +2.5
Xerox Corporation     8.0%    due 2027    55 - 57       +1

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

                          *********

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 ***