TCR_Public/021220.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 20, 2002, Vol. 6, No. 252

                          Headlines

ADELPHIA COMMS: Taps Decision Strategies as Probe Specialist
ADVANCED ENERGY: S&P Rates Corporate Credit & Sub. Debt at B+/B-
ADVANCE TISSUE: Court Fixes December 31, 2002 General Bar Date
ALLIS-CHALMERS: Pursuing New Financing Talks to Ensure Viability
AMERICAN AIRLINES: Pilots Applaud Efforts to Avoid Bankruptcy

AMES DEPT: Stop & Shop Acquires Designation Rights to 18 Stores
ANC RENTAL: Wants Lease Decision Period Extended Until April 7
ASBESTOS CLAIMS: Court to Consider Proposed Plan on March 4 & 5
ASIA GLOBAL CROSSING: Hiring Ordinary Course Professionals
AT&T CANADA: Ontario Court Fixes Dec. 23, 2002 Claims Bar Date

ATLAS AIR: Fitch Keeps Ratings on Three Series on Watch Negative
AVISTA CORP: S&P Revises Outlook on Low-B Ratings to Stable
BETHLEHEM STEEL: Confirms Receipt of PBGC Termination Notice
BUCK A DAY: Avoids Bankruptcy and Removes Three Directors
BURLINGTON: Court Approves Withdrawal from Strategic Alliance

CENTENNIAL COMMS: EBITDA Improves in Q2, But Still Insolvent
CLAXSON INTERACTIVE: Nasdaq Delists Shares Effective December 18
COM21 INC: Fails to Comply with Nasdaq Listing Requirements
COMMUNICATION DYNAMICS: Brings-In FTI as Restructuring Advisor
CONSECO: A.M. Best Puts Insurance Units' B Ratings Under Review

CONSECO: S&P Affirms B+ Fin'l Strength Ratings on Insurance Subs
CONSECO: US Trustee to Convene Org. Meetings to Form Committees
COVANTA ENERGY: Seeks Approval of Lamda Settlement Agreement
CTC COMMS: Committee Looks to Deloitte for Financial Advice
DLJ MORTGAGE: Fitch Ups & Affirms Low-B Ratings on Cl. B-3, B-4

DOBSON COMMS: Declares In-Kind Dividend on 12-1/4% Preferreds
EMERGING VISION: Capital Insufficient to Meet Operating Needs
ENCOMPASS SERVICES: Honoring Prepetition Insurance Obligations
ENRON: Broadband Unit Secures Nod for EPIK Settlement & Release
EOS INT'L: Sept. 30 Working Capital Deficit Tops $5 Million

EOTT ENERGY: Asks Court to Extend Claims Bar Date by 60 Days
EXABYTE CORP: Falls Below Nasdaq Continued Listing Standards
FEDERAL-MOGUL: Aon Fiduciary Discloses 13.5% Equity Stake
FMAC FRANCHISE: Fitch Cuts Ratings on Certain Loan Transactions
FOCAL COMMS: Files for Pre-pack. Chapter 11 Reorg. in Delaware

FREDERICK'S OF HOLLYWOOD: Calif. Court Confirms Chapter 11 Plan
GENUITY INC: Secures Court Injunction against Utility Providers
GLOBAL CROSSING: Settles Disputes with Nautilus & Telecom Italia
GMAC COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Note Classes
GROUP COUNCIL MUTUAL: S&P Drops Fin'l Strength Rating to R

GRUMMAN OLSON: Case Summary & 20 Largest Unsecured Creditors
GULFMARK OFFSHORE: S&P Affirms BB- Long-Term Corp. Credit Rating
HARBISON-WALKER: Halliburton Stay Extended to Jan. 17
HAYES LEMMERZ: Court Approves Amendment to DIP Credit Agreement
HEXCEL CORP: Inks Pacts to Obtain $125MM of New Equity Financing

INTEGRATED TELECOM: Signs-Up Wilson Sonsini as Corporate Counsel
JP MORGAN: Fitch Ups Low-B Level Ratings on 2 Classes to BB+/B
KAISER ALUMINUM: Faces Accelerated $17MM Pension Contribution
KMART CORP: Court Approves General Star Settlement Agreement
LTV CORP: LTV Steel Gets Go-Signal to Expand Alix Engagement

LYNX THERAPEUTICS: Falls Short of Nasdaq Listing Requirements
MARK NUTRITIONALS: Gets OK to Hire Gary Lane as Sales Consultant
MEASUREMENT SPECIALTIES: Names CEO Frank Guidone as New Director
METRIS COS.: S&P Drops Long-Term Counterparty Credit Rating to B
MICRON TECH: S&P Ratchets Corporate Credit Rating Down to B+

MOSAIC GROUP: Commences Restructuring Under CCAA in Canada
MOSAIC GROUP: Case Summary & Largest Unsecured Creditors
MOTO PHOTO: Selling Substantially All Assets to MOTO Franchise
NATIONSRENT INC: Wants to Reject Ziegler Stock Purchase Pact
NETIA HOLDINGS: Sets Price for Issuance of Series H Shares

NEXELL: Files Certificate of Dissolution in Delaware
NORTHWEST BIOTHERAPEUTICS: Nasdaq Will Delist Shares on Monday
NOVA CHEMICALS: Industry Weakness Spurs S&P Cut Rating to BB+
NOVA CHEMICALS: Reiterates Commitment to Reducing Debt Levels
ONCOR INC: Reaches Claims Settlement with Ventana Medical

ORGANOGENESIS INC: Resumes Shipping Apligraf Product to Novartis
ORMET CORP: S&P Junks Credit Rating Amid Liquidity Concerns
OWENS & MINOR: S&P Ups Corp. Credit & Bank Loan Ratings to BB+
OWENS CORNING: Court Okays Goldsmith Agiio as Investment Bankers
PACIFIC AEROSPACE: Hasn't Set Date Yet for Shareholders' Meeting

PACIFIC GAS: CPUC & Creditors' Committee File 3rd Amended Plan
PANACO INC: Doesn't Intend to Submit Plan of Compliance to AMEX
PERMAGRAIN: Pa. DEP Assumes Security Role at Quehanna Site
PRIME GROUP: Turns to Merrill Lynch for Financial Advice
QWEST COMM: Applauds Court's Denial of Attempt to Delay Exchange

QWEST COMMS: Eastern Oregon Self-Healing Fiber Ring Completed
RESTORAGEN INC: Files for Chapter 11 Reorganization in Nebraska
SUNBEAM CORP: Successfully Emerges from Chapter 11 Proceeding
TECHNEST: Delivers Information Statement to Shareholders
UNITED AIRLINES: Gets Go-Signal to Continue Fuel Supply Pacts

US AIRWAYS: Reaches Tentative Labor Cost Agreement with CWA
US AIRWAYS: Reaches Tentative Restructuring Agreements with TWU
US AIRWAYS: Wants Court to Approve Midway Airlines Agreement
VENTURE HOLDINGS: Interest Nonpayment Prompts S&P's SD Rating
VIASYSTEMS GROUP: Creditors' Meeting Adjourned Until February 7

VION PHARMACEUTICALS: Begins Trading on Nasdaq SmallCap Market
WHEELING-PITTSBURGH: DIP Facility Extended Until May 17, 2003
WORLDCOM: EDS Wants to Withdraw 2 Non-Core Matters from Court

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970

                          *********

ADELPHIA COMMS: Taps Decision Strategies as Probe Specialist
------------------------------------------------------------
Adelphia Communications and its debtor-affiliates seek the
Court's authority to employ Decision Strategies LLC to assist
them in searching for, identifying and analyzing assets that are
property of its estates or that may be subject to valid claims,
including assets nominally held by the Managed Rigas Entities
that they may seek to recover for the benefit of its estates.

John Rigas and members of his immediate family own or control
certain non-Debtor partnerships, corporations and limited
liability companies that are engaged in the ownership and
operation of cable television systems and other related and
unrelated businesses.  In addition to their own business
operations, the Debtors manage and maintain virtually every
aspect of those Rigas Entities that own and operate cable
television systems, including but not limited to:

  (i) administrative functions such as cash management, billing,
      accounting, human resources and payroll; and

(ii) operational functions such as programming, advertising,
      sales, customer service, engineering and maintenance.

Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
informs the Court that since June 6, 2002, Decision Strategies
has provided investigative and research services on behalf of
the Special Committee of the ACOM Debtors' Board of Directors.
Prior to the Petition Date, Decision Strategies assisted
Covington & Burling, as special counsel to the Special
Committee, in its investigation of transactions involving the
ACOM Debtors' former management.

By letter agreement dated June 12, 2002, the ACOM Debtors
engaged Decision Strategies as investigations and asset recovery
specialists.  Because Decision Strategies has been providing
valuable services to the ACOM Debtors' estate since the Petition
Date, the ACOM Debtors ask the Court to approve the firm's
employment nunc pro tunc to the Petition Date.

Mr. Abrams explains that Decision Strategies is an international
firm that provides global business intelligence, litigation and
financial investigation, risk management and security services
to the public and private sectors.  Decision Strategies
specializes in all aspects of background and due diligence
inquiries, crisis management, executive protection, forensic
auditing, digital investigation and litigation intelligence
gathering.  Decision Strategies has substantial experience in
providing the kinds of services sought to be rendered in these
Chapter 11 cases. Moreover, principal officers and managing
directors of Decision Strategies are all former executive level
federal prosecutors, corporation attorneys, law enforcement
agents and forensic auditors with strong backgrounds in
financial investigations and the prosecution of civil, criminal
and administrative matters.

According to Mr. Abrams, the services that Decision Strategies
will render to the Debtors will principally involve searching
for and identifying assets that are property of the Debtors'
estate or that may be subject to valid claims by the Debtors.
These asset searches will vary in scope and will require a
multitude of investigative techniques.  For example, Decision
Strategies will be called on to search for assets through online
commercial database searches, web access searches, proprietary
database searches and manual searches for records.  This process
will involve searching public records, including property
records, mortgage records, judgment indices and federal, state
and local court records.  In addition, Decision Strategies will
assist the Debtors with certain investigative matters in
connection with both pending and prospective litigation.

Subject to the Court's approval, Decision Strategies will seek
compensation for its asset investigation and recovery services
at its regular hourly rates.  Additionally, Decision Strategies
will seek reimbursement of out-of-pocket expenses incurred in
performing services for the Debtors.  The professionals who
primarily will be rendering services in these cases and their
hourly rates are:

             Bart M. Schwartz               $375
             Joseph Jaffe                    350
             David Denton                    300
             Frank Rudewicz                  290
             Jonathon Newcomb                205
             Michael Moore                   175
             Elizabeth Papaslis              120
             John Keeney                     205

Decision Strategies' President and CEO Bart M. Schwartz
discloses that during the 90-day period prior to the Petition
Date, Decision Strategies received $50,000 from the Debtors as a
retainer for professional services.  In addition, Decision
Strategies received $253,224.81 from the Debtors as compensation
for services rendered and expenses incurred since the Petition
Date.

Mr. Schwartz assures the Court that the principals and
professionals of Decision Strategies:

  -- do not have any connection with the Debtors, their
     creditors, or any party-in-interest, or their attorneys;

  -- do not hold or represent an interest adverse to the estate;
     and

  -- are "disinterested persons" within the meaning of Section
     101(14) of the Bankruptcy Code.

However, Mr. Schwartz relates that Decision Strategies currently
provides services in wholly unrelated matters to: Fried Frank
Harris Shriver & Jacobson, PPM America, General Electric,
Covington & Burling, Morvillo Abramowitz Grand Iaison &
Silverberg, Morrison & Foerster, Schulte Roth & Zabel LLP,
Buchanan Ingersoll-Pitts, and Weil Gotshal & Manges LLP.
(Adelphia Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADVANCED ENERGY: S&P Rates Corporate Credit & Sub. Debt at B+/B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and 'B-' subordinated debt ratings to Advanced Energy
Industries Inc.  The outlook is negative.

Fort Collins, Colorado-based AE is a major supplier of several
critical subassemblies used in semiconductor manufacturing, and
other plasma-based manufacturing processes, such as flat panel
displays. The company had total debt outstanding at
September 30, 2002, of $251 million, including capitalized
operating leases.

AE has a good but narrow position in the cyclical semiconductor
capital goods industry, ample operational financial flexibility,
but recent operating losses.

Acquisitions have become a significant element of the corporate
strategy that broaden AE's offerings in the semiconductor
marketplace while reducing the company's dependence on any one
product line.

"While AE has sufficient liquidity to support ongoing operations
over the intermediate term, possible large cash-based
acquisitions could still pressure financial flexibility," said
Standard & Poor's credit analyst Bruce Hyman.

Because of substantial semiconductor industry volatility, the
company is not likely to return to profitability over the next
several quarters, despite recent cost reductions. Cash balances
of $189 million at September 30, 2002, are sufficient for
operational requirements, although future acquisitions could
well be a call on cash balances.

Well over 50% of AE's sales are ordinarily made to leading
semiconductor capital goods suppliers, in addition to makers of
machinery for flat panel display manufacturing and a number of
industrial applications.


ADVANCE TISSUE: Court Fixes December 31, 2002 General Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of
California has established a Bar Date by which creditors of
Advance Tissue Sciences, Inc., wishing to assert a claim against
the Debtor, must file their proofs of claim or be forever barred
from asserting that claim.

The Court directs that all creditors must file original, written
proofs of claim on or before December 31, 2002, and send them to
the:

     United States Bankruptcy Clerk
     35 West "F" Street
     San Diego, CA 92101-6989

and a copy must also be served to the Debtor's Counsel:

          Gibson, Dunn & Crutcher LLP
          Attn: Lillian Ton
          4 Park Plaza, Suite 1400
          Irvine, CA 92614

Seven types of claims are exempt from General Bar Date:

     a) claims that has already properly filed with the Clerk of
        this Court;

     b) claims not described in the Debtor's schedules as
        disputed, contingent, or unliquidated;

     c) claims arising from avoidance of a transfer pursuant to
        chapter 5 of the Bankruptcy Code;

     d) claims under section 507(a) of the Bankruptcy Code as an
        administrative expense of the Debtor's chapter 11 cases;

     e) claims already paid by the Debtors with authorization of
        this Court;

     f) claims seeking to assert only stock ownership interests;
        and

     g) claims already allowed by order of this Court.

The bar date for proofs of claim filed by governmental unit is
April 8, 2003.

Advanced Tissue Sciences, Inc., is engaged in the development
and manufacture of human-based tissue products for tissue repair
and transplantation. The Company filed for chapter 11 protection
on October 10, 2002, at the U.S. Bankruptcy Court for the
Southern District of California (San Diego).  Craig H. Millet,
Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$32,200,000 in total assets and $16,900,000 in total debts.


ALLIS-CHALMERS: Pursuing New Financing Talks to Ensure Viability
----------------------------------------------------------------
Allis-Chalmers Corporation's sales for the three months ended
September 30, 2002 totaled $4,775,000, reflecting the revenue
for Jens and Strata, which were acquired in February, 2002. In
the comparable period of 2001, revenues were $1,521,000.
Revenues for the three months ended September 30, 2002 for the
Casing Services, Directional Drilling Services, and Compressed
Air Drilling Services segments were $2,197,000, $1,785,000 and
$793,000, respectively. Revenues for the Compressed Air Drilling
Services segment decreased from $1,521,000 for the three months
ended September 30, 2001 primarily due to the overall downturn
in the petroleum industry.

Gross margin ratio, as a percentage of sales, was 21.1% in the
third quarter of 2002 compared with 34.2 % in the third quarter
of 2001. The gross margin ratio declined as a result of the Jens
and Strata acquisitions in 2002 and lower gross margin ratios at
Mountain Air.

General and administrative expense was $886,000 in the third
quarter of 2002 compared with $528,000 in the third quarter of
2001. The general administrative expenses increased in 2002
compared to 2001 due to the acquisition of Jens and Strata.

Operating income (loss) for the three months ended September 30,
2002 for the Casing Services, Directional Drilling Services,
Compressed Air Drilling Services and General Corporate segments
were $822,000, ($45,000), ($116,000) and ($542,000),
respectively. Operating income for the Compressed Air Drilling
Services segment decreased from income of $310,000 for the three
months ended September 30, 2001 primarily due to the overall
downturn in the petroleum industry. Operating loss for the
General Corporate segment increased from $277,000 for the three
months ended September 30, 2001, due to the acquisition of Jens
and Strata.

The Company had EBITDA (earnings before interest, income taxes,
depreciation and amortization) of $15,000 for the three months
ended September 30, 2002 compared with an EBITDA of $168,000 for
the three months ended September 30, 2001. The decrease in
EBITDA for the three months ended September 20, 2002 resulting
from the response to the default of its debt covenants, the
Company reorganized itself in order to contain costs and
recorded charges related to the reorganization in the amount of
$495,000. Such organizational changes included the severance of
members of management, the deployment of turn-around consultants
and a terminated rent obligation. These charges consisted of
related payroll costs for terminated employees of $307,000,
consulting fees of $113,000, and costs associated with a
terminated rent obligation of $75,000. The Company also recorded
costs related to abandoned acquisitions and equity raise in the
amount of $233,000 consisting of legal fees associated with
abandoned acquisition of $82,000 and costs related to a
abandoned private placement in the amount of $150,000.

The Company incurred a net loss of $1,592,000 for the third
quarter of 2002 compared with a loss of $188,000 for the third
quarter of 2001. The net loss for 2002 included a factoring
discount given to the holder of the HDS note in the amount of
$191,000 as an incentive to pay-off the note by September 30,
2002. The Company also recorded one-time charges for costs
related to abandoned acquisitions and abandoned private
placement in the amount of $233,000.

Sales for the nine months ended September 30, 2002 totaled
$12,265,000, reflecting eight months of revenue for Jens and
Strata following the acquisitions in February, 2002. In the
comparable period of 2001, revenues were $3,468,000. Revenues
for the nine months ended September 30, 2002, for the Casing
Services, Directional Drilling Services, and Compressed Air
Drilling Services segments were $5,445,000, $4,058,000 and
$2,763,000, respectively. Revenues for the Compressed Air
Drilling Services segment were $3,468,000 for the nine months
ended September 30, 2001.

Gross margin, as a percentage of sales, was 19.5% for the nine
months ended September 30, 2002, compared with 29.1% for the
nine months ended September 30, 2001. The gross margin ratio
declined as a result of the Jens and Strata acquisitions in 2002
and lower gross margin ratios at Mountain Air.

General and administrative expense was $2,696,000 for the nine
months ended September 30, 2002, compared with $1,301,000, for
the nine months ended September 30, 2001, increasing as a result
of the Jens and Strata acquisitions.

Operating income (loss) for the nine months ended September 30,
2002 for the Casing Services, Directional Drilling Services,
Compressed Air Drilling Services and General Corporate segments
were $2,114,000, ($358,000), ($562,000) and ($1,435,000),
respectively. Operating income for the Compressed Air Drilling
Services segment decreased from income of $500,000 for the nine
months ended September 30, 2001 primarily due to the overall
downturn in the petroleum industry. Operating (loss) for the
General Corporate segment increased slightly from ($1,164,000)
for the nine months ended September 30, 2001.

The Company had EBITDA of $723,000 for the nine months ended
September 30, 2002 compared with an EBITDA of $340,000 for the
nine months ended September 30, 2001. The decrease in EBITDA for
the nine months ended September 20, 2002 due from the response
to the default of its debt covenants, the Company reorganized
itself in order to contain costs and recorded charges related to
the reorganization in the amount of $495,000. Such
organizational changes included the severance of members of
management, the deployment of turn-around consultants and a
terminated rent obligation. These charges consisted of related
payroll costs for terminated employees of $307,000, consulting
fees of $113,000, and costs associated with a terminated rent
obligation of $75,000. The Company also recorded costs related
to abandoned acquisitions and equity raise in the amount of
$233,000 consisting of legal fees associated with abandoned
acquisition of $82,000 and costs related to a abandoned private
placement in the amount of $150,000.

There was a net loss of $3,247,000, for the nine months ended
September 30, 2002, compared with a loss of $1,229,000, for the
nine months ended September 30, 2001.

Allis-Chalmers long term capital needs are to provide funds for
existing operations, retire existing debt, the redemption of the
Series A Preferred Stock and to secure funds for the
acquisitions in the oil and gas equipment rental and services
industry. To continue growth through additional acquisitions the
Company will require additional financing, which may include the
issuance of new equity or debt securities, as well as secured
and unsecured loans (substantially all of its assets are pledged
to secure existing financing). Management has had discussions
regarding the issuance of additional equity securities; however,
there can be no assurance that the Company will be able to
consummate any such transaction.

On July 16, 2002, the Company received a letter declaring that
the Company was in default of certain covenants set forth in its
credit agreements with Wells Fargo Bank and its affiliates (the
Bank Lenders). The defaults resulted primarily from failure to
meet financial covenants as a result of decreased revenues at
the Company's subsidiaries. As a result of these defaults the
Company's bank lenders have imposed default interest rates,
resulting in an increase of approximately $15,000 in the monthly
interest payable by the Company. Additionally the Bank Lenders
have suspended interest payments (aggregating $200,000 through
the date of the filing of the Company's latest financial
statements with the SEC) on a $4.0 million subordinated seller
note issued in connection with the Jens acquisition, which puts
the Company in default under the terms of the subordinated
seller note and have suspended interest payments (aggregating
$60,000 through the date of financial filing) on a $2.0 million
subordinated bank note issued in connection with the Jens
acquisition, which puts the Company in default under the terms
of the subordinated bank note. The holders of the subordinated
seller note and subordinated bank are precluded from taking
action to enforce the subordinated seller note without the
consent of the Bank Lenders.

The Company has made all outstanding principal and interest
payments on it's senior term debt to the Bank Lenders and
believes it will be able to continue to make such payments for
the foreseeable future based upon its current revenue and cash
flow forecasts. While there can be no assurances of maintaining
sufficient liquidity into the future, the Company believes it
does have sufficient current liquidity and will make every
effort to remedy the aforementioned defaults in order to comply
with provisions in the credit agreement and subordinated seller
and bank notes.

The Company is currently seeking refinancing and in connection
with any refinancing will seek to obtain a waiver and amendment
of the bank credit agreements which will waive past defaults,
eliminate the default interest rate and remedy other issues, in
order to be in compliance. However, there can be no assurance
that the Company will be able to obtain refinance any of its
debt, that an amendment and waiver will be obtained, or that the
lenders will not exercise their rights under the credit
agreements, including the acceleration of approximately
$18,000,000 million in debt. Accordingly, the bank debt and the
subordinated seller note are recorded as current liabilities on
the Company's financial statements. The acceleration of
outstanding debt or any action to enforce the Company's
obligations with respect to such debt would have a material
adverse effect on the Company.


AMERICAN AIRLINES: Pilots Applaud Efforts to Avoid Bankruptcy
-------------------------------------------------------------
The Allied Pilots Association, which serves as collective
bargaining agent for the 13,500 pilots of American Airlines
(NYSE:AMR), reacted favorably to the well-publicized remarks
this week by American Airlines CEO Don Carty concerning the
carrier's efforts to avoid bankruptcy, but questioned the
continuing focus on labor costs as the proper remedy.

"We have a tremendous amount of sympathy for the employees of US
Airways and United Airlines as those two carriers proceed
through the bankruptcy process, and we share American Airlines
management's stated desire to avoid bankruptcy," said Captain
John Darrah, APA President. "That said, we firmly believe that
the major carriers -- including American Airlines -- must
address fundamental, underlying issues that have nothing to do
with labor costs if they are to survive and prosper. The
business downturn and events of Sept. 11, 2001 simply served to
accentuate existing weaknesses in the carriers' business
models."

Darrah repeated his call for unconventional thinking to ensure
the future viability of American Airlines, and noted that
corporate culture will play a key role in determining how
effectively the various carriers respond to the dilemma they
finds themselves in.

"The world has changed, and the airlines must adapt by
challenging conventional wisdom and thinking outside the box,"
he said. "A quick look at the history of our industry over the
past 20 years will illustrate that asking your employees to
'give 'til it hurts' won't work in the long term. It didn't work
for Pan Am, it didn't work for Eastern, and it won't work for
the carriers that are now struggling. That approach fosters
resentment, provides only a short-term financial fix and does
nothing to address the carriers' real problems.

"It's also worth noting that the carriers now experiencing the
most difficulty have a history of poor employee relations, while
others such as Continental and Southwest that are holding their
own or making a profit are known for working in partnership with
their employees," said Darrah.

Darrah reiterated that the following should be considered part
of an effective prescription for airline industry recovery:

     -- Reengineering of the major airlines' overall business
plans. One of the keys to Southwest Airlines' success is its
simplicity. That carrier flies one aircraft type -- the Boeing
737 -- greatly reducing maintenance and training costs. By
comparison, American Airlines operates seven different aircraft
types. Southwest's aircraft utilization is also much more
efficient than American's.

     -- Reform of the major airlines' pricing practices.
Business travelers have become much more price-sensitive as a
consequence of the business downturn and Web-based ticket
discounters.

     -- Tax relief. American Airlines pays hundreds of millions
of dollars annually for new security-related taxes and user
fees.

     -- Continued focus on more affordable insurance coverage
for the carriers. Rates have skyrocketed in the wake of the
Sept. 11, 2001 attacks.

Headquartered in Fort Worth, Texas, APA was founded in 1963. The
union's Web site address is http://www.alliedpilots.org


AMES DEPT: Stop & Shop Acquires Designation Rights to 18 Stores
---------------------------------------------------------------
The Stop & Shop Supermarket Company has successfully secured the
U.S. Bankruptcy Court's approval to proceed with a lease
designation agreement reached with Ames. The Court approval
allows Stop & Shop to acquire the designation rights to 18
former Ames leases for $20 million.

Under the lease designation agreement, Stop & Shop has a period
of time to market each of the leases and the right to designate
a proposed assignee for each lease. The leases included in the
agreement relate to former Ames stores located in various New
England states and one former Ames store in Virginia. "We expect
that many, but not all, of the properties will become new Stop &
Shop stores," stated Stop & Shop spokesperson Kelly O'Connor.

The Stop & Shop Supermarket Company, based in Quincy,
Massachusetts, employs more than 57,000 associates and operates
335 stores throughout Connecticut, Massachusetts, New Jersey,
New York and Rhode Island.


ANC RENTAL: Wants Lease Decision Period Extended Until April 7
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to further extend the time within which they must elect to
assume or reject each of their unexpired leases of non-
residential real property to April 7, 2003.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, reminds the Court that the Debtors
are currently parties to about 275 non-airport leases of non-
residential real property located throughout the United States
that are still eligible to be assumed or rejected.  The Leases
and the business operations conducted on the leased premises are
essential to the Debtors' businesses.  The Debtors use the
leased properties for their:

    -- corporate offices;

    -- reservation centers;

    -- on-airport and off-airport rental sites;

    -- sales offices; and

    -- vehicle storage and maintenance facilities.

In addition, the Debtors are currently parties to various
airport leases, which they are addressing through the airport
consolidation program.

Ms. Fatell informs the Court that during the first 12 months of
these Chapter 11 cases, the Debtors have been diligently
focusing on these reorganization efforts:

  -- developing cost-saving strategies and developing a business
     reorganization strategy;

  -- implementing their business strategy of consolidating
     Alamo and National operations at airports throughout the
     Country; and

  -- obtaining financing to purchase the vehicles critical to
     the Debtors' business.

Ms. Fatell reports that the Debtors' reorganization efforts have
resulted in:

  A. about 450 non-airport leases have been rejected and
     locations closed;

  B. 7 leases have been assumed and assigned to Auto Nation;

  C. 190 additional Alamo Local locations have been closed after
     expiration of their lease terms, saving administrative
     costs to the Estate;

  D. the Debtors have proceeded with their airport consolidation
     program -- the Debtors have filed motions seeking to
     consolidate Alamo and National operations at 96 locations,
     of which 88 have been granted, and the Debtors will file
     many more in the weeks to come, each of which involves the
     assumption and rejection of leases;

  E. the Debtors have been defending the airport consolidation
     motions against attacks by The Hertz Corporation and Avis
     Rent A Car Systems, Inc.;

  F. the Debtors have undertaken a major project to consolidate
     the Alamo and National computer systems and are working
     toward operating both brands on one system at a
     significantly lower cost to the company;

  G. the Debtors have rejected a number of expensive marketing
     agreements including ABC Sports College Football Bowl
     sponsorship, Walt Disney Golf Classic sponsorship, NFL
     Promotional Rights sponsorship, and Buick Sweepstakes;

  H. agreements on fleet financing arrangements with MBIA and
     Deutsche Bank for $3,350,000,000 have been reached,
     enabling the Debtors to acquire vehicles for their fleets;

  I. agreements have been reached with General Motors, Chrysler
     Corporation and Mitsubishi, among others, to provide
     vehicles to the Debtors for use in their fleet;

  J. the Debtors obtained court approval of their agreement with
     Liberty Mutual Insurance Company, in which Liberty agreed
     to continue providing surety bonds which are essential to
     the Debtors' ability to operate their businesses and to
     successfully reorganize;

  K. the Debtors negotiated a consensual cash collateral order
     with their secured lender through February 16, 2003; and

  L. the Debtors have been working with professionals, including
     investment bankers and financial advisors to explore sale
     and restructuring options for the Debtors.

Given the high level of activity over the past twelve months,
the extremely large number of leases the Debtors are party to,
and given their importance to the Debtors' continued operations
as well as the airport consolidation program, Ms. Fatell asserts
that it would be virtually impossible for the Debtors to make a
reasoned and informed decision as to whether to assume or reject
all of the Leases by this month.

According to Ms. Fatell, the Debtors are currently assessing
their business operations and, as part of this analysis, will be
making determinations with respect to which Leases should be
assumed and which should be rejected.  These determinations
require the Debtors to work through each Lease's legal and
economic issues and the strategic importance of the Lease to the
Debtors' businesses.  Additionally, the Debtors must undertake
operational studies to determine the feasibility of
consolidating the Debtors' National and Alamo brands at each of
the remaining airports.  These efforts take a significant amount
of time from an already over-burdened airport operations
department.  Due to the important nature of this project and in
light of the Debtors' pressing need to focus on their primary
objectives of administrating their Chapter 11 cases and
developing their plan or plans of reorganization, it is not
possible or prudent for the Debtors to assess fully whether to
assume or reject all of the Leases at this point in time.

Ms. Fatell is concerned that if the Debtors' time to assume or
reject the Leases is not extended, the Debtors may be compelled
to prematurely assume substantial, long-term liabilities under
the Leases or forfeit benefits associated with the Leases.  This
result will be detrimental to the Debtors and their ability to
operate in the ordinary course and preserve the going-concern
value of their businesses for the benefit of their creditors and
other parties-in-interest.

The Court will convene a hearing on December 23, 2002 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the deadline to decide on leases is automatically
extended through the conclusion of that hearing. (ANC Rental
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ASBESTOS CLAIMS: Court to Consider Proposed Plan on March 4 & 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved Asbestos Claims Management Corporation's Disclosure
Statement with respect to the Third Amended Plan of
Reorganization.

All Objections to the Disclosure Statement, including objections
to earlier drafts of the Disclosure Statement, are overruled.
The Court finds that the Debtors' Disclosure Statement contains
adequate information, allowing creditors to make a reasoned
determination whether to accept or reject the Plan.

The Confirmation Hearing will be held before the Honorable
Steven A. Felsenthal, Chief United States Bankruptcy Judge at
Courtroom Number 1409, 1100 Commerce Street, Dallas, Texas 75242
on March 4 and 5, 2003, at 9:30 a.m. (Central Time).

All written objections to confirmation of the Plan, must be
filed with this Court so as to be received no later than
February 19, 2003 at 4:00 p.m, prevailing Central Time, by:

     (i) Michael A. Rosenthal
         Gibson, Dunn & Crutcher LLP, 2100 McKinney Avenue
         Suite 1100, Dallas, Texas 75201, counsel for ACMC;

    (ii) George McElreath
         Office of the United States Trustee
         1100 Commerce Street, Room 9C60, Dallas, Texas 75242;

   (iii) W.D. Hilton, Jr.
         Executive Director of the NGC Settlement Trust
         2716 Lee Street, Suite 500
         Greenville, Texas 75401-4107;

    (iv) Garland S. Cassada
         Robinson, Bradshaw & Hinson
         1900 Independence Center
         202 North Tryon Street
         Charlotte, N.C. 28246, counsel for New NGC;

     (v) Sander L. Esserman
         Stutzman & Bromberg
         2323 Bryan Street, Suite 2200
         Dallas, Texas 75201, the Legal Representative;

    (vi) Julie W. Davis
         Caplin & Drysdale, Chartered
         One Thomas Circle, N. W., Suite 1100
         Washington D.C. 20005, counsel for the Official
          Committee of Unsecured Creditors; and

   (vii) Scott L. Baena
         Bilzin Sumberg Dunn Baena Price & Axelrod LLP
         First Union Financial Center
         200 South Biscayne Boulevard
   Suite 2500, Miami, FL 33131, counsel for the PD TAC.

Asbestos Claims Management Corporation filed for chapter 11
protection on August 19, 2002 at the U.S. Bankruptcy Court for
the Northern District of Texas. Michael A. Rosenthal, Esq., and
Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher, represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors it listed debts and assets of over
$100 million.


ASIA GLOBAL CROSSING: Hiring Ordinary Course Professionals
----------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates sought and
obtained the Court's authority to employ professionals in the
ordinary course of business without the submission of separate
employment applications, affidavits, and the issuance of
separate retention orders for each individual professional.

Richard F. Casher, Esq., at Kasowitz Benson, Torres & Friedman
LLP, in New York, informs the Court that the proposed Ordinary
Course Professionals include:

  A. Law firms and Legal Professionals: Blake Dawson Waldron;
     Clayton Utz; Clifford Chance; Minter Ellison; Slaughter and
     May; McDermott, Will & Emery; Latham & Watkins; Nagashima
     Ohno & Tsunematsu Law Firm; Kim & Chang; Skrine & Co.;
     Brennan, Jason; Gorton, James C.; Greenwood, Elizabeth;
     Henricks, John M.; Romulo Mabanta Buenaventura Sayoc & Los
     Angeles; Sycip Salazar Hernandez and Gaitman Law Offices;
     Perkins Coie; Rajah & Tann, Rodyk Davidson; Yangming
     Partners; Freidman Kaplan Seiler & Adelman LLP; Gray, Cary,
     Ware & Freidenrich LLP; Gould & Ratner; Christen Miller
     Fink Jacobs Glasser Weil & Shapiro LLP; and Preston Gates
     Ellis Rouvelar; and

  B. Other Professionals: Steinhoff, Quenby; Williamson, James;
     Hills, John P.; Weiss, Monique; Sha, Preeti; Rha, Edward;
     Troxell, Janet; Um John; Gonzalez, Marcial V.; Grossman,
     Sheryl; Four Mile Consulting, Inc.; Cap Gemini Ernst &
     Young; Guida, Edward F.; Hannay, David; Lunde, Rosalyn;
     McGee, Eugene Dave; McKinney, Donald; and Mondello,
     Richard.

These Ordinary Course Professionals will continue to render many
of the services they rendered to the Debtors prepetition.  Mr.
Casher informs the Court that these professionals provide a wide
range of legal, accounting, tax, real estate and other services
for the Debtors in connection with the Debtors' day-to-day
operations.  Their continued employment will avoid disruption of
the Debtors' normal business operations.

"The relief will save the estates the substantial expenses
associated with applying separately for the employment of each
professional," Mr. Casher contends.  "Further, the Debtors will
avoid the incurrence of additional fees pertaining to preparing
and prosecuting interim fee applications."

The AGX Debtors reserve the right to supplement the list of
Ordinary Course Professionals from time to time as necessary.
In this event, the AGX Debtors will file a notice with the Court
listing the additional Ordinary Course Professionals, which will
be deemed approved by the Court without the need for a hearing
or further order.

Judge Bernstein also permits the Debtors to pay each Ordinary
Course Professional, without a prior application to the Court,
100% of the fees and disbursements incurred, after submission
to, and approval by, the Debtors of an appropriate invoice,
describing in reasonable detail the nature of the services
rendered and disbursements actually incurred, up to the lesser
of:

  -- $25,000 per month per Ordinary Course Professional; or

  -- $250,000, in the aggregate for the entire case, for the
     Ordinary Course Professional.

In the event that an Ordinary Course Professional seeks more
than $25,000 in a single month or $250,000 in the aggregate in
these Chapter 11 cases, that professional will be required to
file a fee application for the full amount of their fees.

Mr. Casher notes that although certain of the Ordinary Course
Professionals may hold unsecured claims for prepetition services
rendered, the Debtors do not believe that any of the Ordinary
Course Professionals has an interest adverse to them, their
creditors or other parties-in-interest on the matters for which
they would be employed.  Thus, all of the Ordinary Course
Professionals to be employed meet the special counsel retention
requirement.

Other than Ordinary Course Professionals, all professionals
utilized by the Debtors in connection with the prosecution of
these Chapter 11 cases will be employed pursuant to retention
applications.  These professionals will be compensated in
accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, and Court orders. (Global Crossing
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCXUS10R1),
DebtTraders says, are trading at 12 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCXUS10R1
for real-time bond pricing.


AT&T CANADA: Ontario Court Fixes Dec. 23, 2002 Claims Bar Date
--------------------------------------------------------------
On November 27, 2002, the Ontario Superior Court of Justice
approved a claims procedure for the determination of all claims,
to be affected under the CCAA Proceedings against AT&T Canada,
Inc., and its debtor-affiliates.

The Court sets the Claims Bar Date for December 23, 2002, at
5:00 p.m., by which time creditors must file their proofs of
Claim against the Debtors or be forever barred from asserting
their claims.  Any creditor who has not received a Notice of
Claim must contact the Debtors' court-appointed monitor at:

      KPMG Inc., Court-Appointed Monitor
      Commerce Court West, Suite 3300
      199 Bay Street,
      Toronto, Ontario M5L 1B2
      Attn: Michael G. Stewart
      Tel: 416-777-3947
      Fax: 416-777-3364

AT&T Canada, Inc., and its debtor-affiliates filed for Section
304 protection on October 15, 2002, at the U.S. Bankruptcy Court
for the Southern District of New York. Brian M. Cogan, Esq., at
Stroock & Stroock & Lavan LLP is the Debtors' U.S. Counsel.

DebtTraders says that AT&T Canada Inc.'s 12% bonds due 2007
(ATTC07CAR2) are trading at about 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR2
for real-time bond pricing.


ATLAS AIR: Fitch Keeps Ratings on Three Series on Watch Negative
----------------------------------------------------------------
Fitch Ratings downgrades Atlas Air, Inc.'s enhanced equipment
trust certificates, series 2000-1, 1999-1 and 1998-1 as outlined
below. All three series, with a combined current outstanding
balance of $1.1 billion, remain on Rating Watch Negative.

The rating actions reflect Fitch's downgrade of Atlas Air,
Inc.'s unsecured debt to as well as the deterioration in value
of the subject collateral. On December 6, 2002, Fitch's
Corporate Finance group downgraded the unsecured debt ratings of
Atlas Air, Inc., to 'CCC' from 'B'. The unsecured debt ratings
remain on Rating Watch Negative. The EETC rating actions reflect
Fitch's conclusion that the long term value of the Boeing 747-
400F aircraft that support all three series has suffered some
additional impairment since Fitch last downgraded Atlas Air
EETCs on May 17, 2002. The EETC ratings remain on Rating Watch
due to the pending resolution of the unsecured Rating Watch.

Global freight demand has improved some in the last 12 months.
While a continued recovery in global air freight demand is
possible, it is highly dependent on healthier economic
conditions. The demand pickup has not and will likely not in the
near future offset the global oversupply of freight aircraft.
Accordingly, the market for freight aircraft has been and should
continue to remain weak.

Fitch's EETC rating criteria relies on the credit quality of the
underlying obligor and the loan to value of the aircraft
collateral backstopping the transaction. EETC ratings are linked
to the underlying obligor's credit quality. Atlas is a wholly-
owned subsidiary of Atlas Air Worldwide Holdings, and is a
provider of cargo capacity to major passenger airlines
worldwide.

              Ratings actions are outlined below:

Atlas Air 2000-1

      -- Class A downgraded to 'BBB- from 'A-';

      -- Class B downgraded to 'BB-' from 'BBB';

      -- Class C downgraded to 'B' from 'BB+';

      -- All classes remain on Rating Watch Negative.

Atlas Air 1999-1

      -- Class A-1 downgraded to 'BBB-' from 'A';

      -- Class A-2 downgraded to 'BBB-' from 'A';

      -- Class B downgraded to 'BB-' from 'BBB';

      -- Class C downgraded to 'B-' from 'BB-';

      -- All classes remain on Rating Watch Negative.

Atlas Air 1998-1

      -- Class A downgraded to 'BBB-' from 'A';

      -- Class B downgraded to 'BB-' from 'BBB';

      -- Class C downgraded to 'B' from 'BB';

      -- All classes remain on Rating Watch Negative.


AVISTA CORP: S&P Revises Outlook on Low-B Ratings to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Avista Corp., based on improvement in the State
of Washington's regulatory environment.

In addition, Standard & Poor's affirmed the company's 'BB+'
corporate credit rating and the 'BBB-' rating on the company's
first mortgage bonds, which reflects overcollateralization of
these bonds by the pledged assets.

"The outlook revision reflects the substantial improvement in
the regulatory environment in the state of Washington, and
Avista's conclusion of a favorable general rate case in the
state," said credit analyst Swami Venkataraman. "Avista will now
be able to recover its deferred power costs from the Western
U.S. power crisis. The rate case also implemented an energy
recovery mechanism, designed to avoid the build-up of deferred
energy costs in the future," he added.

The 'BB+' rating on Avista Corp., reflects the company's average
business position, characterized by low-cost, hydroelectric
generation; competitive rates; operating and regulatory
diversity in Washington, Idaho, Montana and Oregon; and a much-
improved regulatory environment, offset by a financial profile
that is weak for the rating. During 2000 and 2001, energy
trading and marketing provided significant support to the
company's consolidated financial profile. The size of these
operations has tapered off over the last year as its strategy
shifts toward marketing activities focused on the physical
assets it manages. Nonetheless, continued involvement in riskier
energy trading and marketing activities  in addition to other
unprofitable non-regulated businesses continue to contribute to
a weaker consolidated business risk profile than that of the
stand-alone utility.

Spokane-based Avista Corp., serves about 600,000 electric and
gas customers in Washington, Idaho, Montana, Oregon and the Lake
Tahoe region of California. The company has $1.08 billion in
debt outstanding as of September 30, 2002.


BETHLEHEM STEEL: Confirms Receipt of PBGC Termination Notice
------------------------------------------------------------
Bethlehem Steel Corporation has confirmed that it has received
written notification from the Pension Benefit Guaranty
Corporation (PBGC) of its determination that Bethlehem's Pension
Plans must be terminated and intention to set December 18, 2002
as the termination date.

DebtTraders reports that Bethlehem Steel Corp.'s 10.375% bonds
due 2003 (BS03USR1) are trading at about 5 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1
for real-time bond pricing.


BUCK A DAY: Avoids Bankruptcy and Removes Three Directors
---------------------------------------------------------
The Buck A Day Company Inc., (OTCBB:BKDYF) announced that a
representative shareholder of the Corporation, with the support
of holders of approximately 60% of the Corporation's outstanding
shares and certain of the Corporation's creditors, on
December 3, 2002, applied for certain relief to the Ontario
Supreme Court of Justice, alleging there had been mismanagement
of the Corporation potentially benefiting certain of the
Corporation's directors and their respective associates.

On December 11, 2002, the Court ruled in favor of the
representative shareholder and ordered that: (i) a shareholders
meeting of the Corporation be held on January 28, 2003 for the
purpose of electing a board of directors of the Corporation;
(ii) Edward LaBuick, Dennis LaBuick and Keith Kennedy be removed
as directors of the Corporation; and (iii) John Mole be
appointed as the sole interim director pending the shareholders'
meeting. The previous management of the Corporation terminated
all of the Corporation's employees and attempted to file for
bankruptcy protection.

The Corporation, now under Mr. Moles' direction, is in the
process of re-hiring certain of its employees and negotiating
financial arrangements with its creditors to permit the
Corporation to continue to carry on its business. In addition,
Mr. Mole has appointed three significant shareholders of the
Corporation, Thomas R.Ambeau, Lewis T. Samuel and Robert W.
Crosbie to an advisory board of the Corporation.

Mr. John Mole states: "This extraordinary action was taken to
prevent the Buck A Day Company from events which would have
ruined the company. Buck A Day has achieved great name brand
recognition throughout Canada and parts of the northeast United
States having successfully provided quality products to over
20,000 loyal Buck A Day customers. In the last week we have
restored customer service operations for our customers and plan
to begin shipping products to clients by the first of the new
year."

For further information visit http://www.buckaday.com


BURLINGTON: Court Approves Withdrawal from Strategic Alliance
-------------------------------------------------------------
Burlington Industries, Inc., its debtor-affiliates, obtained the
Court's authority, pursuant to Section 363 of the Bankruptcy
Code, to withdraw from a Product Marketing Alliance and
Technology License Agreement with Brookwood Companies
Incorporated, and enter into and perform the Letter Agreement.

The salient terms of the Letter Agreement includes:

  (a) Termination of Membership Interest -- On the Transfer
      Date, the Debtors' interest in the Alliance will be
      terminated;

  (b) Amendment of Alliance Operating Agreement -- Immediately
      prior to the Transfer Date, the parties will amend the
      Alliance's Operating Agreement to allow the Alliance to
      continue in existence notwithstanding the withdrawal of
      any member or the termination of the Alliance Agreement;

  (c) Alliance Agreement -- Commencing on the Transfer Date, the
      Alliance Agreement will become null and void.  The Debtors
      will be prohibited from competing with products sold by
      the Alliance or by Brookwood for a period of five years
      after the Transfer Date;

  (d) Burlington's Continued Liability -- The Debtors continue
      to have product liability and patent claims against the
      Alliance relating to sales of products, bad debt losses
      incurred on account receivables on the Alliance's balance
      sheet, and warranty claims relating to inventory produced
      and/or shipped to the Alliance's customers not later than
      September 28, 2002;

  (e) Payments to Burlington:

      (1) The Debtors' accumulated capital will be returned on
          the Transfer Date as payment of $1,000,000 in cash and
          the issuance of a 24-month promissory note, payable in
          eight quarterly installments of principal and
          interest, in arrears, equal to the difference between
          the Debtors' share of the Alliance's profits at
          September 28, 2002.  The first quarterly payment under
          the promissory note will be made not later than
          January 31, 2003, respecting the calendar quarter
          ended December 31, 2002.  The promissory note will be
          secured by a lien, satisfactory to the Debtors, second
          only in priority to Brookwood's and the Alliance's
          bank financing outstanding from time to time;

      (2) The Debtors will be entitled to receive royalties to
          certain products used and/or shipped by the Alliance
          between September 28, 2002 and March 31, 2006; and

      (3) On or before March 31, 2002, the Alliance will fully
          pay $881,606 owing to the Debtors as of September 28,
          2002; and

  (f) Continued Sales and Services by Burlington -- the Debtors
      will continue to sell pre-laminated fabric to the Alliance
      at a fixed cost for a three-month period, after which, the
      fabric sales will be done on a commercial arm's-length
      agreement at the market price and continue to provide
      laminating services through the third anniversary of the
      Transfer Date, unless either party gives six-month's
      notice to terminate the services. (Burlington Bankruptcy
      News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


CENTENNIAL COMMS: EBITDA Improves in Q2, But Still Insolvent
------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL), a leading
regional telecommunications service provider, announced results
for the quarter ended November 30, 2002.

Consolidated revenues grew 4% from the same quarter last year to
$180.7 million. "Adjusted EBITDA" increased 21% from the same
quarter last year to $70.8 million. "Adjusted EBITDA" is
earnings before interest, taxes, depreciation, amortization,
loss (gain) on disposition of assets and prior year non-cash
charges. Basic and diluted loss per share for the first quarter
was $0.14.

     -- In December 2002, Centennial entered into a multi-year
roaming agreement with AT&T Wireless for analog, TDMA and GSM
traffic. Under this agreement and a recently executed multi-year
agreement with Cingular, the Company is required to overlay its
existing U.S. wireless network with a GSM network over the next
several years. The terms of these agreements also substantially
improve the economics of nationwide rate plans for the Company.
These agreements do not cause the Company to alter its guidance
of not more than $150 million of capital expenditures and $75
million of roaming revenue for fiscal 2003.

     -- During the quarter, the Company closed on the sale of 41
U.S. Wireless towers.

     -- During the quarter, the Company recorded a $5 million
non-cash charge with respect to certain disputed billings, that
arose in prior fiscal years, to and from the Puerto Rico
Telephone Company. The Company recorded this charge in the
current quarter in consideration of recent developments
concerning these disputed billings.

The Company's wireless subscribers at November 30, 2002 were
896,800, compared to 826,500 on the same date last year, an
increase of 9%. Caribbean Wireless subscribers increased 16,900
during the quarter. U.S. Wireless subscribers decreased by 3,900
during the quarter, due to a reduction in prepaid subscribers.
Caribbean Broadband switched access lines reached 37,100 and
dedicated access line equivalents were 170,100 at quarter end,
up 35% and 6%, respectively from the same quarter last year.

"We are very pleased with the significant year-over-year
improvement in financial performance and the reduction in net
debt that has occurred in each of the last three quarters," said
Michael J. Small, chief executive officer. "Our new long-term
roaming agreements and our GSM network overlay plans should
provide a boost to our retail business and greater visibility to
long term roaming revenues in the U.S."

For the quarter, U.S. Wireless revenues were $86.2 million and
Adjusted EBITDA was $39.6 million. Adjusted EBITDA increased by
24% from the prior year due to significantly improved margins on
retail revenue. U.S. Wireless Adjusted EBITDA margin expanded to
46% from 38% in the same quarter last year.

Also for the quarter, total Caribbean revenues were $94.5
million and Adjusted EBITDA was $31.2 million. Adjusted EBITDA
was up 18% from the same quarter last year. Caribbean Wireless
revenues for the quarter reached $62.0 million, an increase of
14% from the same quarter last year. Caribbean Wireless Adjusted
EBITDA for the quarter was $22.9 million, an increase of 16%
from the same quarter last year. Caribbean Broadband revenues
for the quarter reached $34.8 million and Adjusted EBITDA
reached $8.3 million. Adjusted EBITDA was up 23% from same
quarter last year.

The Company adopted Statement of Financial Accounting Standards
No. 142 effective June 1, 2002. As a result, previously recorded
goodwill and other intangible assets with indefinite lives will
no longer be amortized but will be subject to impairment tests.
Depreciation and amortization expense for the six months ended
November 30, 2002 would have been $12.4 million higher in the
absence of SFAS No. 142. The aggregate effect of ceasing
amortization decreased net loss and loss per basic and diluted
share by $9.2 million and $0.10, respectively.

As previously announced, the Company received a Staff
Determination letter from Nasdaq stating that the Company's
common stock faces delisting from the Nasdaq National Market
because the Company's stock had traded below the minimum bid
price of $3.00 for 30 consecutive trading days. On December 12,
2002, the Company had an oral hearing before a Nasdaq Listing
Qualification Panel to appeal the Staff Determination. Pending
the Panel's decision, the Company's common stock will continue
to trade on the Nasdaq National Market. There can be no
assurance that the Panel will grant the Company's request for
continued listing on the Nasdaq National Market. If the
Company's appeal is unsuccessful, the Company intends to apply
to transfer the listing of its common stock to the Nasdaq
SmallCap Market. The Company currently meets the Nasdaq SmallCap
Market's maintenance criteria.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and
the Caribbean with approximately 17.1 million Net Pops and
approximately 896,800 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small
cities and rural areas. Centennial's Caribbean integrated
communications operation owns and operates wireless licenses for
approximately 11.1 million Net Pops in Puerto Rico, the
Dominican Republic and the U.S. Virgin Islands, and provides
voice, data, video and Internet services on broadband networks
in the region. Welsh, Carson Anderson & Stowe and an affiliate
of the Blackstone Group are controlling shareholders of
Centennial. For more information regarding Centennial, please
visit its Web sites at http://www.centennialcom.comand
http://www.centennialpr.net

At August 31, 2002, Centennial Communications balance sheet
shows a total shareholders' equity deficit of about $471
million.


CLAXSON INTERACTIVE: Nasdaq Delists Shares Effective December 18
----------------------------------------------------------------
Claxson Interactive Group Inc., (Nasdaq: XSON) announced that a
Nasdaq Listing Qualifications Panel has denied Claxson's appeal
of an October 8, 2002, Nasdaq Staff Determination to delist
Claxson's Class A Common Stock, par value $.01 per share, from
The Nasdaq SmallCap Market. Accordingly, Claxson's Class A
Common Stock has been delisted from The Nasdaq SmallCap Market
effective with the open of business Wednesday, December 18,
2002. Claxson's Class A Common Stock is eligible to trade on the
OTC Bulletin Board.

Claxson Interactive Group is a multimedia company providing
branded entertainment content targeted to Spanish and Portuguese
speakers around the world. Claxson has a portfolio of popular
entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet. Claxson was formed on
September 21, 2001, in a merger transaction, which combined El
Sitio, Inc., and other media assets contributed by funds
affiliated with Hicks, Muse, Tate & Furst Inc., and members of
the Cisneros Group of Companies. Headquartered in Buenos Aires,
Argentina, and Miami Beach, Florida, Claxson has a presence in
all key Ibero-American countries, including without limitation,
Argentina, Mexico, Chile, Brazil, Spain, Portugal and the United
States.

As previously reported, Claxson's September 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $14
million.


COM21 INC: Fails to Comply with Nasdaq Listing Requirements
-----------------------------------------------------------
Com21, Inc. (Nasdaq: CMTO), a leading global provider of system
solutions for the broadband access market, announced that on
December 11, 2002, it received a Nasdaq Staff Determination
indicating that the Company fails to comply with the minimum bid
price for continued listing set forth in Marketplace Rule
4310(C)(8)(D) and that its securities are, therefore, subject to
delisting from the Nasdaq SmallCap Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel, pursuant to the procedures set forth under
the Nasdaq Marketplace Rule 4800 Series, to review the Staff
Determination. Under applicable rules, the hearing request will
stay the delisting of the Company's common stock, and the
Company's common shares will continue to be listed and traded on
the Nasdaq SmallCap Market pending resolution of the appeal. The
Company intends to present a plan to the Panel for achieving and
sustaining compliance with the Marketplace Rules, but there can
be no assurance the Panel will grant the Company's request for
continued listing on the Nasdaq SmallCap Market.

Com21, Inc. -- http://www.com21.com-- is a leading global
supplier of system solutions for the broadband access market.
The Company's DOCSIS, EuroDOCSIS, and ATM -based products enable
cable operators and service providers to deliver high-speed,
cost-effective Internet, telephony, and video applications to
corporate telecommuters, small businesses, home offices, and
residential users. To date, Com21 has shipped over two million
cable modems and over 2,000 headend controllers worldwide.

Com21 is an ISO 9001 registered company. The Company's corporate
headquarters is located in Milpitas, California, USA, with its
research and development facility in Cork, Ireland. In addition,
Com21 maintains a European sales and support center in Delft,
The Netherlands, as well as sales and support offices in the
United States, Canada, Asia, and Latin America.

                         *    *    *

            Liquidity and Going Concern Uncertainty

Com21 Inc.'s September 30, 2002 balance sheet shows a working
capital deficit of about $1 million, while its total
shareholders' equity has dropped to about $1 million from $31
million reported on December 31, 2001.

In its SEC Form 10-Q filed on November 14, 2002, the Company
stated: "Cumulative operating losses, current negative cash
flows and defaults with respect to our debt obligations (Note 6)
create substantial doubt about Com21's ability to continue as a
going concern. Com21 has implemented, and is continuing to
pursue, aggressive cost cutting programs in order to preserve
available cash. As previously announced, we are also currently
evaluating alternative forms of financing. These alternatives
may include the sale of equity, sale of debt instruments, and
the divestiture of certain business assets. Current market
conditions present uncertainty as to our ability to secure the
necessary financing needed to reach profitability and there can
be no assurances as to the availability of additional financing,
the terms of such financing if it is available, or as to our
ability to achieve a level of sales to support Com21's cost
structure."


COMMUNICATION DYNAMICS: Brings-In FTI as Restructuring Advisor
--------------------------------------------------------------
Communication Dynamics, Inc., and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain FTI Corporate Recovery
as their restructuring consultants and financial advisors, nunc
pro tunc to the Petition Date.

The Debtors submit that the retention of a restructuring
consultant and financial advisor, such as FTI, is justifiable
and necessary to assist and further enable the Debtors to
execute faithfully their duties as debtors and debtors in
possession.  FTI will:

  a) Assist management with the bankruptcy process and provide
     restructuring services to the Debtors;

  b) Assist the Debtors in implementation of a restructuring
     plan, including merger, acquisition, divestiture, existing
     financing and refinancing activities;

  c) Assist the Debtors in the preparation of financial
     forecasts, liquidity planning, cost reductions and
     restructuring of the Debtors' capital structure;

  d) Assist the Debtors in the development and negotiation of a
     plan of reorganization;

  e) Assist the Debtors with interfacing with any official
     committees, other constituencies and their professionals,
     including the preparation of financial and operating
     information required by such parties; Assist the Debtors in
     complying with the reporting requirements of the Bankruptcy
     Code, Bankruptcy Rules and local rules, including reports,
     monthly operation statements and schedules;

  g) Assist with the analysis and management of the claims
     process;

  h) Assist the Debtors in forecasting, planning, controlling
     and other aspects of managing cash and obtaining debtor in
     possession financing; and

  i) Perform such other tasks as may be requested by the Debtors
     and the Debtors' advisors.

Dan Scouler will rill the role of a chief restructuring officer.
The Debtors agree to pay FTI $125,000 per month for the
consulting services rendered in connection with these cases.

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: A.M. Best Puts Insurance Units' B Ratings Under Review
---------------------------------------------------------------
The B (Fair) financial strength ratings of the primary insurance
subsidiaries of Conseco, Inc., remain under review with
developing implications.

This comment follows Tuesday's filing by Conseco of a voluntary
petition for reorganization under Chapter 11 of the U.S
Bankruptcy Code for the parent and several operating and non-
operating subsidiaries. The voluntary petition excludes
Conseco's insurance companies and certain other legal entities.
The filing occurred after the company reached an agreement in
principle with representatives of its bank and bondholders on
the financial restructuring of Conseco Inc.

On August 14, 2002, A.M. Best downgraded the insurance
subsidiaries to B (Fair) from B++ (Very Good) due primarily to
the uncertainties surrounding the execution and timing of
Conseco's ongoing restructuring initiatives. These uncertainties
remain as Conseco continues to negotiate with all participants
regarding the final form of a reorganization plan.

At this point, A.M. Best believes that Conseco's insurance
subsidiaries continue to maintain adequate capital and liquidity
to meet ongoing obligations to policyholders. In addition, the
Texas Department of Insurance, the primary domiciliary regulator
for Conseco insurance subsidiaries, has indicated that they
continue to be satisfied with the financial condition of the
insurance subsidiaries and their ability to meet policyholders'
obligations.

A. M. Best will continue to monitor closely the reorganization
of Conseco, Inc., and the impact on the insurance companies'
ability to meet obligations to their insurance policyholders.

The financial strength ratings of the following insurance
subsidiaries of Conseco, Inc., remain under review with
developing implications.

     -- Colonial Penn Life Insurance Company

     -- Conseco Annuity Assurance Company

     -- Conseco Medical Insurance Company

     -- Conseco Life Insurance Company

     -- Conseco Senior Health Insurance Company

     -- Conseco Health Insurance Company

     -- Conseco Life Insurance Co of N Y

     -- Bankers Life and Casualty Company

     -- Pioneer Life Insurance Company

     -- Washington National Insurance Company

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


CONSECO INC: Court Imposes Temporary Equity Trading Restrictions
----------------------------------------------------------------
Conseco, Inc., (OTCBB:CNCE) announced that the U.S. Bankruptcy
Court has entered an interim order that will assist the company
in preserving its net operating losses and that outlines
reporting requirements for substantial holders of equity.

On December 18, 2002, the U.S. Bankruptcy Court for the Northern
District of Illinois granted a motion, and entered an order on
the docket effective December 19, 2002 at 12:01 a.m., Central
Time, to assist the company in preserving its net operating
losses (NOLs) by prohibiting certain transfers of equity
interests in the company without the company's consent. The
order will remain in effect until the Bankruptcy Court holds a
hearing to reconsider the appropriateness of the interim relief.
A hearing is currently set for January 14, 2003.

In general, the NOL order applies to any person or entity that,
directly or indirectly, beneficially owns (or would beneficially
own as the result of a proposed transfer) at least 5% of the
common stock of the company on an as-converted basis. Any
purchase, sale or other transfer of equity interests in the
company in violation of the NOL order will be null and void.

For more information, please read the NOL order in its entirety,
which will be included as an exhibit to the company's Current
Report on Form 8-K, to be filed with the Securities and Exchange
Commission on December 19, 2002 and thereafter available at
http://www.sec.govor visit http://www.bmccorp.net/conseco

Conseco Inc.'s 10.50% bonds due 2004 (CNC04USR2) are trading at
about 25 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for
real-time bond pricing.


CONSECO: S&P Affirms B+ Fin'l Strength Ratings on Insurance Subs
----------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its 'B+' financial strength ratings on Conseco Inc.'s
insurance subsidiaries follow Conseco's announcement that it has
filed for Chapter 11 bankruptcy protection. The outlook on these
companies is negative.

Standard & Poor's also said that it affirmed its 'D' ratings on
Conseco.

The insurance operations are not included in Conseco's
bankruptcy filing. Standard & Poor's had already revised its
debt ratings on Conseco to 'D' in October 2002 based on the
belief that the resignation of the CEO, Gary Wendt, was a
prelude to a bankruptcy filing.

The financial strength ratings on the insurance entities had
been placed on CreditWatch with negative implications on Aug. 9,
2002, following the downgrade of Conseco because there was not
enough clarity about the impact of the parent company's travails
on the insurance operations.

"[Wednes]day's action reflects the belief that though the parent
has filed for bankruptcy, the policyholders of the insurance
companies are well protected by the respective insurance
departments," explained Standard & Poor's credit analyst Jay U.
Dhru. All the insurance companies of the Conseco group are
subject to consent orders from the Texas Insurance Department
that, among other things, restrict the ability of the insurance
subsidiaries to pay dividends and other amounts to the parent
company. Although the Insurance Department is working closely
with the life companies, those companies are not under
regulatory supervision.

"Standard & Poor's believes though the policyholders are
protected by the Insurance Department, Conseco's bankruptcy
filing will continue to hamper the insurance operations," Dhru
added. "The ratings on the insurance operations will need to be
reassessed if the parent company emerges from its expected
bankruptcy filing."


CONSECO: US Trustee to Convene Org. Meetings to Form Committees
---------------------------------------------------------------
Ira Bodenstein, the United States Trustee for Region XI, will
contact each of Conseco's 30-largest unsecured creditors and
each of Conseco Finance's 40-largest unsecured creditors to
invite them to an organizational meeting for the purpose of
forming one or more official committees of unsecured creditors.

To determine the time, date and place for that meeting, contact
the U.S. Trustee's office at (312) 886-5785.

Creditors interested in serving on the Committee should complete
and return a statement indicating their willingness to serve on
an official committee.  A copy of the U.S. Trustee's form for
this purpose is available at:

       http://www.usdoj.gov/ust/r11/credform.pdf

Official creditors' committees, constituted under 11 U.S.C. Sec.
1102, ordinarily consist of the seven largest creditors who are
willing to serve on a committee.  In Chicago, larger committees
are common.  In Kmart's chapter 11 case, the U.S. Trustee was
persuaded to appoint two creditors' committees -- one to
represent the interests of trade creditors and one to represent
the interests of institutional creditors.  In the United
Airlines, National Steel and Comdisco reorganizations, one
committee represents each of those debtors' unsecured creditor
constituencies.

It's logical to assume that the U.S. Trustee will appoint one
committee to represent Conseco creditors and one to represent
Conseco Finance creditors.  An ad hoc committee of Conseco
noteholders has been actively involved in negotiations with the
Company for months.  Fried, Frank, Harris, Shriver & Jacobson
serves as the ad hoc committee's as legal advisor and Houlihan
Lokey Howard & Zukin provides financial advisory services.  It's
logical to assume that the ad hoc committee will lobby to be
appointed as the official committee.

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.  Additional
information about the role of a creditors' committee is
available from the U.S. Trustee at
http://www.usdoj.gov/ust/r11/unsecured_creditors_ira_memo.htm

Immediately following the U.S. Trustee's determinations about
how many official committees will be appointed and who will be
appointed to each committee, the newly formed committees convene
their initial meeting.  The first order of business is to listen
to the U.S. Trustee explain the powers and duties of the
committee as a whole and members' individual responsibilities.
The Committee will generally elect a chairman.  Thereafter, the
Committee typically conducts beauty pageants to select their
legal and financial advisors. (Conseco Bankruptcy News, Issue
No. 1; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COVANTA ENERGY: Seeks Approval of Lamda Settlement Agreement
------------------------------------------------------------
According to Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen
& Hamilton, in New York, Covanta Energy Corporation owned
Compagnie Transair until December 11, 2000, when it was sold to
Consolidated Lamda pursuant to an Acquisition Agreement.  At the
time of acquisition, Compagnie held three leases for land at
Le Bourget Airport in Paris covering terminal buildings and
other facilities.

The parties to the Acquisition Agreement agreed that Lamda would
wire $1,000,000 of the purchase proceeds into an escrow account.
Upon extension of the Leases, one-third of escrow amount would
be released to Covanta.  If Lamda fails to secure the extension,
the entire escrow amount would be released to Covanta.  If by
December 11, 2003, none of the leases had been extended, the
$1,000,000 would be released to Lamda.

Ms. Buell states that a fourth lease, the Golf Lease, will
expire on December 11, 2003.  If the Golf Lease is not extended,
Covanta is supposed to pay Lamda $1,000,000.

On November 21, 2001, Ms. Buell reports, Lamda gave Covanta
notice of claim pursuant to the Acquisition Agreement relating
to unpaid rent.  Consequently, the Debtors and Lamda engaged in
extensive discussions to resolve this and all other possible
disputes including those with respect to the Acquisition
Agreement and the escrowed funds through their entry into a
Settlement Agreement.

The Settlement Agreement provides:

  (a) Covanta, Lamda and PrivatAir S.A, a subsidiary of Lamda,
      will exchange mutual releases of all claims and
      counterclaims arising under or related to the Acquisition
      Agreement;

  (b) Covanta will receive 40% of the escrow amount which at
      November 1, 2002 was equal to $416,541, plus 40% of all
      interest accrued until the approval date (less expenses
      of the Escrow Agent); and

  (c) Lamda will receive the remaining 60% of the escrow amount.

Ms. Buell contends that the Settlement Agreement is in the best
interest of the Debtors, their estates and the creditors
because:

  (a) Litigation regarding the escrowed funds could be
      prolonged and not resolved before the December 11, 2003
      Escrow release.  Moreover, the parties' obligations under
      the Gold Lease cannot be determined until the end of
      2003.  The Settlement will capture all potential disputes
      immediately;

  (b) Covanta will face considerable expense and delay if
      forced to litigate these matters.  The outcome of
      litigation is uncertain;

  (c) the Settlement confers a significant benefit on the
      Debtors' estate as it will avoid the cost and uncertainty
      under a protracted legal dispute.  The Settlement will
      also ensures the Debtors a 40% recovery of the escrow
      account;

  (d) the Settlement relieves Covanta from any possible
      liability related to the Golf Lease or land at Le Bourget
      Airport; and

  (e) the Settlement is a product of an extensive arm's length
      bargaining negotiation.

Accordingly, the Debtors seek the Court's:

  (a) authority for Covanta to enter into the Settlement
      Agreement; and

  (b) approval of the terms of the Settlement Agreement in
      their entirety. (Covanta Bankruptcy News, Issue No. 19;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


CTC COMMS: Committee Looks to Deloitte for Financial Advice
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to an application presented by the Official
Committee of Unsecured Creditors of CTC Communications Group,
Inc., to hire Deloitte & Touche LLP as its Consultants and
Financial Advisors, nunc pro tunc to October 23, 2002.

Deloitte & Touche will:

     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 the proposed transactions for
        which the Debtor seeks Bankruptcy Court approval
        including use 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 prepared financial statements and
        related documentation, in order to evaluate performance
        of the Debtor as compared to its projected results;

     e) attend and advise at meeting with the Committee and its
        counsel and representative 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
        unsecured creditors thereunder;

     g) assist and advise the Committee in its preparation of
        hypothetical orderly liquidation analyses; and

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

Deloitte will charge the Debtor's estate the lesser of a blended
hourly rate of $325 per hour or its regular hourly rates for its
professionals.  These regular rates are:

          Partner               $500 to $650 per hour
          Senior Manager        $350 to $575 per hour
          Manager               $300 to $450 per hour
          Senior Consultant     $250 to $350 per hour
          Consultant            $180 to $275 per hour

CTC Communications Group, Inc., a source provider of voice,
data, and Internet Communications services to medium and larger
sized business customers, filed for chapter 11 protection on
October 3, 2002. Pauline K. Morgan, Esq., at Young, Conaway,
Stargatt & Taylor represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $306,857,985 in total assets and
$394,059,938 in total debts.


DLJ MORTGAGE: Fitch Ups & Affirms Low-B Ratings on Cl. B-3, B-4
---------------------------------------------------------------
DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-through
certificates, series 1995-CF2 $30.5 million class A-3 is
upgraded to 'AA+' from 'AA' by Fitch Ratings. Fitch has also
upgraded $35.6 million class B-1 and interest-only class S-2 to
'A-' from 'BBB+', $10.2 million class B-2 to 'BBB+' from 'BBB'
and $33 million class B-3 to 'BB+' from 'BB'. The remaining
Fitch rated classes are affirmed as follows: $96.6 million class
A-1B, $30.5 million class A-2 and interest only class S-1 at
'AAA' and $22.9 million class B-4 at 'B'. Class A1-A has paid
off and the $18.5 million class C is not rated by Fitch.

The upgrades are primarily due to increased subordination levels
after loan payoffs, mostly from prepayments after the expiration
of lockout periods. Since Fitch's September 2002 annual review,
the transaction has paid down an additional 22%, from $386.8
million to $277.7 million as of the December 2002 distribution
date; and from 145 loans to 91. In total, the transaction
balance has been reduced 45.4% since issuance, from $508.5
million and 166 loans.

Another positive event for the transaction is the emergence of
Lodgian, Inc., from Chapter 11 bankruptcy. Lodgian owns and
operates ten hotels in this transaction which are cross
collateralized and cross defaulted and comprise 14% of the
current pool. The loans remain with the special servicer, Lennar
Partners, however, they are expected to return to the master
servicer in early 2003. The loans were modified to pay on an
interest only basis through December 2002, with deferred
principal payments added to the balloon balance and payable at
maturity. Lodgian plans to continue to operate all hotels in
this pool and will begin to pay full principal and interest
payments in January 2003. Fitch expects no losses attributable
to these loans. However, due to the temporary modification of
these loans to pay interest only, Class C has incurred interest
shortfalls. The amount of the deferred principal payments was
realized by the non payment of interest to class C in the amount
of the deferred payments. The repayment of these shortfalls is
dependent on the ability of Lodgian to refinance the balloon
balances including the accrued principal amounts.

In addition, as of Fitch's September 20002 review, the largest
loan in the pool was in special servicing and was considered a
loan of concern. This loan, a retail center in Islip, New York,
paid off as of October 2002, however with disposition fees
incurred as interest shortfalls to classes B-4 and C. While
Fitch considers the disposition of this specially serviced loan
as a positive event, the interest shortfalls incurred will not
be repaid in full until early 2003 if no other trust expenses
are realized.

Fitch has concerns with the remaining four loans in special
servicing which comprise an additional 6.2% of the pool. One
loan, a retail center in Bakersfield, CA, comprising 1.6% of the
deal, is real estate owned. Fitch expects a loss of
approximately 36% of the current loan balance. This includes the
additional servicer advances and is based on the October 2002
appraisal amount of $3.7 million reduced 10%. In addition, there
are two loans secured by retail properties which have past their
maturity dates and it is not yet clear if they will obtain
financing. Fitch assumed small losses on these loans, in
addition to another retail property, currently late 30 days in
debt service payments.

Fitch assumed loans of concern, including the Lodgian pool and
several loans from Midland's watch list were to default at
higher than expect loss probability and severity. The REO loan
and the other loans in special servicing were liquidated. After
this re-modeling of the pool, the remaining credit enhancement
levels were sufficient to support the upgrades. Due to the
adverse selection and the resulting higher concentration of
loans in the pool, in addition to the interest shortfalls Fitch
affirmed class B-4.


DOBSON COMMS: Declares In-Kind Dividend on 12-1/4% Preferreds
-------------------------------------------------------------
Dobson Communications Corporation (OTCBB:DCEL) declared an in-
kind dividend on its outstanding 12-1/4% Senior Exchangeable
Preferred Stock (CUSIP 256072 30 7 and CUSIP 256069 30 3). The
dividend will be payable on January 16, 2003, to holders of
record at the close of business on January 1, 2003.

Holders of shares of 12-1/4% Senior Exchangeable Preferred Stock
will receive 0.03165 additional shares of 12-1/4% Senior
Exchangeable Preferred Stock for each share held on the record
date. The dividend covers the period October 15, 2002 through
January 15, 2003. The dividends have an annual rate of 12-1/4%
on the $1,000 per share liquidation preference value of the
preferred stock. Future dividend payments on the 12-1/4% Senior
Exchangeable Preferred Stock are required to be paid in cash.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. Dobson has expanded rapidly in recent years
through internal growth and by acquisition. For additional
information on the Company and its operations, please visit its
Web site at http://www.dobson.net

Dobson Communications' September 30, 2002, balance sheet shows a
total shareholders' equity deficit of about $410 million, as
compared to a deficit of $157 million recorded at December 31,
2001.


EMERGING VISION: Capital Insufficient to Meet Operating Needs
-------------------------------------------------------------
As of September 30, 2002 (exclusive of net liabilities of
discontinued operations), Emerging Vision Inc., had negative
working capital of $4,681,000 and cash on hand of $601,000.
During the nine months ended September 30, 2002, the Company
used approximately $1,856,000 of cash in its operating
activities.  This usage was in line with management's plans and
was mainly a result of approximately $680,000 of costs  related
to the Company's store closure plan, a net decrease of $593,000
in accounts payable and accrued liabilities that existed as of
December 31, 2001, and $271,000 related to the prepayment of
certain other business expenses, offset, in part, by a net
decrease of $346,000 in franchise and other receivables.
Management anticipates that it will continue to incur
significant costs in order to continue to close  certain of its
non-profitable Company-owned stores, all in its effort to
eliminate future cash flow losses currently generated by such
stores.

Based on its current financial position, the Company may not
have sufficient liquidity available to continue in operation for
the next 12 months. However, the Company plans to continue to
attempt to improve its cash flows during the remainder of 2002,
and into 2003, by improving store profitability through
increased monitoring of store-by-store operations, closing non-
profitable Company-owned stores, implementing reductions of
administrative overhead expenses where necessary and feasible,
actively supporting development programs for franchisees, and
adding new franchised stores to the system. Management believes
that with the successful execution of the aforementioned plans
to attempt to improve cash flows, its existing cash, the
collection of outstanding receivables, the availability under
its existing credit facility, and the successful completion of
its shareholder rights offering, there will be sufficient
liquidity available for the Company to continue in operation for
the next 12 months. However, there can be no assurance that the
Company will be able to successfully execute the aforementioned
plans, or that it will be successful in completing its rights
offering.

Net sales for Company-owned stores, including revenues generated
by the Company's wholly-owned subsidiary,  VisionCare of
California, a specialized health care maintenance organization
licensed by the State of  California Department of Managed
Health Care, decreased by approximately $82,000, or 2.9%, to
$2,773,000  for the three months ended September 30, 2002, as
compared to $2,855,000 for the comparable period in 2001,  and
decreased by approximately $748,000, or 8.7%, to $7,847,000 for
the nine months ended September 30, 2002, as compared to
$8,595,000 for the comparable period in 2001.  These decreases
were primarily due to the lower average number of Company-owned
stores in operation during the three and nine months ended
September 30, 2002, as compared to the same periods in  2001.
These decreases were in line with   management's expectations
due to the plan to close the Company's non-profitable Company-
owned stores.

As of September 30, 2002, there were 186 stores in operation,
consisting of 31 Company-owned stores  (including 13 Company-
owned stores being managed by franchisees) and 155 franchised
stores, as compared to 210 stores in operation as of September
30, 2001, consisting of 38 Company-owned stores (including 7
Company-owned stores being managed by franchisees) and 172
franchised stores (including 2 stores being managed by the
Company on behalf of franchisees). On a same store basis (for
stores that operated as a Company-owned store during both of the
three and nine month periods ended September 30, 2002 and 2001),
comparative net sales decreased by $146,000, or 9.0%, to
$1,473,000 for the three months ended September 30, 2002, as
compared to $1,619,000 for the comparable period in 2001, and
decreased by $652,000, or 14.8%, to $3,755,000 for the nine
months ended September 30, 2002, as compared to $4,407,000 for
the comparable period in 2001.  Management believes that this
decline was a direct result of the general downturn in the
economy that has occurred during 2002.


ENCOMPASS SERVICES: Honoring Prepetition Insurance Obligations
--------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, relates that, in conjunction with their cash
management efforts, Encompass Services Corporation and its
debtor-affiliates finance certain premium and loss fund
payments due under their insurance policies.  They pay an
initial down payment and monthly installments thereafter to a
finance company, Canawill, Inc.  According to Mr. Perez, the
Debtors' obligations to pay Canawill are secured by the value of
any unearned premiums for the applicable policy.  At present,
the Debtors finance premiums and loss fund payments on these
three policies:

      (1) general liability insurance;
      (2) automobile liability insurance; and
      (3) workers' compensation insurance.

The Debtors have combined their loss estimates for the three
lines of coverage included in the CNA Policies and have
established a total of $47,150,000 in annual estimated claims.
Mr. Perez says this retention amount represents the deductible
portion of all insured claims that the Debtors will be required
to fund on an annual basis.  The Debtors presently maintain a
deductible of $250,000 per claim under the CNA Policies.

Mr. Perez maintains that the Debtors segregate their $47,150,000
retention amount into four distinct layers of liability, each of
which is subject to distinct funding methods:

  (a) The first layer consists of all covered claims filed
      against the Debtors up to the total amount of $6,600,000.
      If a claim falls within this first layer of coverage, the
      Debtors' insurance carrier, CNA, pays the claim on their
      behalf.  Then CNA submits an invoice to the Debtors
      seeking reimbursement for the amounts paid;

  (b) The second layer consists of retention amounts of all
      covered claims filed against the Debtors which exceed
      $6,600,000 but which are less than $32,500,000.  If a
      claim falls within this second layer of coverage, CNA
      pays the claim with funds it holds on behalf of the
      Debtors in an offshore escrow account located in Bermuda.
      The Debtors will pay 1/2 of fund used to pay the claims in
      cash on or before the effective date of the CNA Policies,
      while the other half is financed through monthly
      installments of $700,268 to Canawill -- the Canawill Note.
      To date, second layer claims against the Debtors have not
      yet exhausted this coverage.  Accordingly, Canawill
      retains certain funds in escrow on behalf of the Debtors;

  (c) The third layer consists of retention amounts of all
      claims filed against the Debtors which exceed $32,500,000
      but which are less than $35,500,000.  Claim under this
      category will be paid by CNA.  CNA will then submit an
      invoice to the Debtors for reimbursement of the amounts it
      paid; and

  (d) The fourth layer consists of all claims exceeding
      $35,500,000 but less than $47,150,000.  The full amount of
      the claims under this coverage will also be paid by CNA.
      CNA then submits to the Debtors an invoice seeking
      reimbursement for 81% of the amounts it paid.

To maintain coverage under the CNA Policies, the Debtors fund
the loss payment premiums under the Canawill Note.  They also
pay an $8,137,241 annual premium for the CNA Policies.  The
annual premium is not financed through a premium finance company
but is instead paid to Canawill through the Debtors' insurance
broker, Lockton Insurance Agency of Houston, Inc.  To satisfy
the annual premium, Mr. Perez reports that the Debtors made an
$870,828 initial payment to Lockton.  They continue to shed
$660,583 in monthly, interest-free installment payments.

In the light of their Chapter 11 filing, the Debtors believe
that maintaining the CNA Policies and paying the amounts due on
account of the loss fund finance agreement with Canawill and the
premium payments to Lockton are necessary to the operation of
their businesses.  Mr. Perez notes that, if the monthly premium
and loss fund installment payments are not made, the Debtors'
insurance carrier and Canawill may seek to either terminate or
modify the automatic in order to cancel the CNA Policies.  Mr.
Perez points out that the automatic stay litigation would not
only be expensive but would cause the Debtors to lose the
benefits of the favorable coverage terms they currently enjoy,
undermining their future ability to obtain insurance coverage on
favorable terms.

Thus, the Debtors ask the Court for permission to honor all
postpetition installments under insurance premium financing
agreements with Canawill and to maintain the CNA Policies on an
uninterrupted basis consistent with their prepetition practice.

Mr. Perez also contends that the amounts that the Debtors seek
to pay under the terms of the CNA Policies are de minimis
relative to the overall size of their estates.

                    Other Insurance Policies

In addition to the CNA Policies, the Debtors also maintain
insurance coverage for:

* property and marine liability;
* aviation/aircraft non-ownership liability;
* business auto physical damage liability;
* casualty liability (foreign) package, commercial crime;
* contractors professional and pollution liability;
* directors and officers liability;
* fiduciary liability;
* employment practices liability;
* executive risk liability;
* flood coverage, marine cargo coverage, owners and contractors
  protective liability;
* pollution and remediation, railroad protective liability;
* stop gap coverage for health insurance claims; and
* temporary disability.

The Debtors also want to maintain these policies postpetition on
an interrupted basis, consistent with their prepetition
practices.  The Debtors ask for authority to pay when due all
prepetition premiums, claims, deductibles, retentions and other
prepetition obligations in connection with these other policies
in the ordinary course of business.

Mr. Perez explains that the Debtors are required by the U.S.
Trustee Operating Guidelines as well as applicable law to
maintain certain of its insurance policies, including worker's
compensation and general liability.  The U.S. Trustee Operating
Guidelines provide that:

      "All debtors must maintain and make all premium
      payments thereon when due. . . .  Unless the United
      States Trustee otherwise directs, or a waiver of
      these requirements is obtained from the court,
      the debtor must maintain insurance customary in
      the debtor's business as well as . . . casualty
      insurance.worker's compensation [and] general
      liability."

Mr. Perez also notes that certain state and local agencies
require the Debtors to maintain various form of insurance
coverage for mechanical, electrical, master plumbing and other
licenses.  Because the licenses are essential to their ability
to conduct their businesses, the Debtors must be permitted to
maintain insurance policies if they are to continue as going
concerns. (Encompass Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: Broadband Unit Secures Nod for EPIK Settlement & Release
------------------------------------------------------------
Enron Broadband Services, Inc., sought and obtained Court
approval of a Settlement Agreement and Mutual Release with EPIK
Communications, Inc.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, Enron Broadband and EPIK are parties to a 20-year
optic fiber lease agreement for dark fiber and operation and
maintenance services dated September 30, 1999, as amended on
October 12, 1999, November 23, 1999 and December 29, 1999.

Under the Fiber Lease Agreement, Enron Broadband was to
construct a fiber optic communications system from Denver,
Colorado to New Orleans, Louisiana.  Enron Broadband also
retained the option to construct a fiber optic communications
system from New Orleans to Tallahassee, Florida.  One portion of
the Enron Broadband Denver-New Orleans System includes the
segment from Denver to Dallas, Texas.  EPIK intended to
construct or acquire a fiber optic communications system
including segments from Atlanta, Georgia through Jacksonville,
Daytona Beach, Fort Meyers, Tampa Orlando, to Dayton Beach,
Florida.

EPIK also agreed to lease to Enron Broadband 12 non-zero
dispersion fibers in cable to be installed along the EPIK
Florida System for an annual lease fee of $3,516,442 and an
annual fee of $259,900 for operation and maintenance services.
In the same manner, Enron Broadband agreed to lease to EPIK:

    (i) four non-zero dispersion fibers on the Enron Broadband
        Denver-Dallas Segment and a route stretching from
        Houston, Texas to New Orleans as part of the Enron
        Broadband Denver-New Orleans System; and

   (ii) eight non-zero dispersion fibers on a route stretching
        from Dallas to Houston as part of the Enron Broadband
        Denver-New Orleans System for an annual lease fee of
        $3,516,442 and an annual fee of $350,640 for operation
        and maintenance services.

Ms. Gray reports that since the Petition Date, Enron Broadband
has conducted a review of its operations and has determined that
terminating the Fiber Optic Lease through a Settlement Agreement
is an exercise of its business judgment.  The Settlement
Agreement will completely release each other of claims, provides
relief from all past or future obligations, has no cash
consideration, and provides EPIK's waiver of any claim it may
have against any of the Debtors if the Debtors rejected the
Fiber Lease Agreement.  All fibers will be returned to their
system owners.

Ms. Gray contends that Enron Broadband's entry into the
Settlement Agreement is warranted because:

  (a) it no longer required the use of the EPIK Fibers since it
      is no longer marketing the routes covered by the EPIK
      Fibers to its customers;

  (b) an extensive solicitation process to attract potential
      purchasers of the EPIK Fibers failed to produce any bids;

  (c) the Settlement Agreement will allow it to regain
      possession of its Fibers and allow for the transfer of
      these Fibers to any potential buyer;

  (d) the Enron Broadband Fibers are not part of its core
      business and the Fibers have no incremental value in and
      of themselves;

  (e) all issues related to the Fiber Lease Agreement are
      resolved without any litigation and possible unnecessary
      expense to the estate;

  (f) the Settlement Agreement will eliminate Enron Broadband's
      additional lease and maintenance fees, operational risks,
      potential litigation and any rejection damages EPIK could
      claim in connection with a forced rejection of the Fiber
      Lease Agreement; and

  (g) the Settlement Agreement results in the final
      satisfaction of all claims between the Parties related to
      the Fiber Lease Agreement and saves substantial
      administrative expenses and preserves the assets of Enron
      Broadband's estate. (Enron Bankruptcy News, Issue No. 51;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EOS INT'L: Sept. 30 Working Capital Deficit Tops $5 Million
-----------------------------------------------------------
In December 2001, Eos changed its name from dreamlife, inc., to
Eos International, Inc.  Unless otherwise noted, all references
to the Company include the business of Eos conducted under its
former name (dreamlife, inc.) and its current subsidiaries,
including Discovery Toys and Regal.

On July 18, 2001, Eos consummated a reverse merger with
Discovery Toys by which Eos acquired all of the outstanding
capital stock of Discovery Toys. Discovery Toys operates as a
wholly owned subsidiary of Eos.

On December 14, 2001, Eos purchased 85% of the assets of the
Regal Greetings and Gifts division of MDC Corporation, Inc., an
Ontario Corporation, and Prime DeLuxe, Inc. (a subsidiary of
MDC). The Regal business consists of all the tangible assets of
an ongoing business, including cash, accounts receivable,
property and equipment, inventory and prepaid expenses as well
as the customer list intangible and goodwill. This acquisition
was accounted for as a purchase.

The Company's operations are constrained by an insufficient
amount of working capital. At September 30, 2002, the Company
had negative working capital of $5,363,000. The Company has
experienced negative cash flows and net operating losses for the
first three quarters of 2002. Due to the seasonal nature of the
Company's business, the Company expects to generate positive
operating cash flows during the fourth quarter of 2002. However,
there can be no assurances that future income will be sufficient
to fund future operations. Eos has short term notes in the
amount of $3.0 million payable to Weichert Enterprises, LLC
and $3.5 million payable to DL Holdings I, LLC, plus accrued
interest, which were to become due August 14, 2002, but which
have been extended and were to become due November 30, 2002. Eos
had to raise sufficient capital or arrange additional financing
terms by November 30, 2002 to satisfy these obligations, or
arrange with its creditors to defer these obligations. The
Company is subject to restrictions imposed by lenders and
certain note holders of its subsidiaries that limit advances
that Discovery Toys and Regal may make to Eos to cover Eos'
corporate overhead and operating expenses. There can be no
assurance that operating cash flows generated from future sales
will be sufficient to fund the Company's operations. For these
reasons, there was uncertainty as to whether the Company could
continue as a going concern beyond November 30, 2002. The
Company's independent auditors indicated that substantial doubt
exists as to the Company's ability to continue to operate as a
going concern in their report included in the 2001 Annual Report
on Form 10-K, filed with the SEC on April 10, 2002.

In October 2002 Eos entered into an amended employment agreement
with its chairman, Peter Lund, revising his annual salary and
reducing the risk of failure to pay the chairman's salary which
could constitute a constructive termination and would require
payment of Mr. Lund's deferred compensation of $3.0 million. The
amended employment agreement revised Mr. Lund's deferred
compensation from $3.0 million of deferred bonus to an award of
non-qualified stock options, subject to shareholder approval,
with a 10 year term and exercise price and grant date to be
determined contingent upon Eos securing a minimum level of
additional financing and eliminated Eos' potential requirement
to make such $3.0 million deferred compensation payment to Mr.
Lund.

Eos issued short-term bridge notes in the aggregate principal
amount of $6.5 million and with an original maturity date of
April 13, 2002 to Weichert Enterprises and DL Holdings in
connection with Eos' acquisition of Regal. On October 31, 2002,
Eos entered into amended agreements to further extend the
maturity dates of the notes to November 30, 2002. The agreements
also modify, among other things, the strike price of the
warrants from $2.95 per underlying share to the weighted average
cash price paid for each share of common stock sold by Eos from
April 15, 2002 to November 30, 2002. At such time that the
exercise price becomes known, Eos will record the expense
attributable to the fair value of the modification.

The Company's net loss for the three months ended September 30,
2002 increased by $2,675,000 to $3,962,000 from $1,287,000 for
the three months ended September 30, 2001. The results for the
three months ended September 30, 2002 were negatively impacted
by the additional net loss generated by inclusion of Regal's
results, mostly due to the seasonality of its business and the
increase in interest expense associated with its acquisition.
Additional corporate overhead expenses of Eos also contributed
to the consolidated loss. Additional interest expense of
$1,452,000 incurred as a result of financing obtained to acquire
Regal contributed to the negative impact as well. Basic loss per
share was $0.07 for the three months ended September 30, 2002
compared to $0.03 for the three months ended September 30, 2001.
Weighted average shares outstanding increased to 56,132,000
outstanding for the three months ended September 30, 2002 from
50,500,000 outstanding for the three months ended September 30,
2001, mainly as a result of the acquisition by Eos of Discovery
Toys in July 2001.

The net loss for the nine months ended September 30, 2002
increased by $7,119,000 to $7,868,000 from the net loss of
$749,000 for the nine months ended September 30, 2001. The
results for the nine months ended September 30, 2002 were also
negatively impacted by the additional net loss generated by
inclusion of Regal's results, mostly due to the seasonality of
its business and the increase in interest expense associated
with its acquisition. Additional corporate overhead expenses of
Eos of $857,000 also contributed to the consolidated loss.
Additional interest expense of $4,983,000 incurred as a result
of financing obtained to acquire Regal contributed to the
negative impact. Basic loss per share increased by $0.12 to
$0.14 for the nine months ended September 30, 2002 from $0.02
for the nine months ended September 30, 2001. The results for
the nine months ended September 30, 2001 were impacted
positively by the inclusion of $2,074,000 from the recognition
of other income from the termination of an internet retailer
sales and marketing agreement with Discovery Toys and the
recording of the remaining deferred income resulting from the
agreement. Weighted average shares outstanding increased to
56,132,000 outstanding for the nine months ended September 30,
2002 from 33,500,000 outstanding for the nine months ended
September 30, 2001, primarily as a result of acquisition by Eos
of Discovery Toys in July 2001.


EOTT ENERGY: Asks Court to Extend Claims Bar Date by 60 Days
------------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates ask the
Court to:

  (a) authorize the publication of certain important dates and
      approve a newly established claims bar date pursuant to
      Rule 2002(1) of the Federal Rules of Bankruptcy Procedure;

  (b) approve the Notice and a newly established claims bar date
      for the environmental Claimants;

  (c) extend the claims bar date to 60 days from the last date
      of publication for those claimants who received
      publication notice; and

  (d) extend the claims bar date to 60 days from the date the
      Notice is mailed to the Environmental Claimants.

To address potential environmental claims, the Debtors believe
it has provided actual notice to those persons holding
environmental claims who are contained in their books and
records.  As of October 25, 2002, Robert D. Albergotti, Esq., at
Haynes and Boone LLP, in Dallas, Texas, reports that the Debtors
sent out 250,000 notices of its bankruptcy to potential
claimants including potential environmental claimants.  However,
the Debtors have identified a small group of environmental
claimants that may not have received the actual notice in the
October 25 mail out. Thus, to the extent that the small group of
known environmental claimants exists, the Debtors will mail them
actual notice and will file a list of the Environmental
Claimants with the Court.

In addition, Mr. Albergotti relates, there may be potential
environmental and other claimants who have yet asserted claims
against the Debtors, who are unknown to them, and to which they
would have no ability to identify.  For these unknown claimants,
the Debtors ask the Court to approve a publication notice
procedure.

The Debtors have identified all of the states and countries
through which its active pipeline run and has enlisted the
services of Huntington Legal Advertising to develop a list of
the newspapers to which publication of a notice would ensure
that the notice reaches the largest number of potential
claimants.  Based on this research, the Debtors propose to
publish the proposed form of notice for five consecutive
business days in "The Wall Street Journal" and "USA Today" and
for two days in the major state and county newspaper with the
widest circulation in the affected states and counties.

Mr. Albergotti notes that the publication in "The Wall Street
Journal" will cost $12,282 per day for a total of $61,412 for
five days.  Publication in "USA Today" will cost a total of
$61,262 for five days.

For the major local or regional papers, the Debtors propose to
publish the notice on a Monday and Tuesday in the same week.
Based on Huntington Legal Advertising's research, 28 local
papers in 11 states will reach the largest number of potential
claimants in the affected counties.  This is estimated to cost
$47,539. Though in some states where the pipelines are more
widely dispersed and affect a small number of potential
claimants located in multiple counties throughout the state,
publication in multiple county papers would be economically
unfeasible. Alternatively, the Debtors propose to publish notice
in the top two circulated papers in seven states plus
publication in major county papers in Kansas, Louisiana and
Texas.  This means further cost to the estate at $100,613.  All
in all, the notice publications will cost $270,826.

Mr. Albergotti contends that the publication of notice is
adequate and sufficient notice to unknown creditors, which is
reasonably calculated under the circumstances to appraise
unknown creditors of the bar date and the means by which these
parties are required to receive notice, including the
confirmation hearing and relevant objection deadlines in these
cases. (EOTT Energy Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXABYTE CORP: Falls Below Nasdaq Continued Listing Standards
------------------------------------------------------------
Exabyte Corporation (Nasdaq: EXBT), a performance and value
leader in tape backup systems, announced the Company received a
Nasdaq Staff Determination on December 12, 2002, indicating that
the Company fails to comply with the $1.00 minimum bid price
requirement for continued listing set forth in Marketplace Rule
4450(a)(5) and that its securities are, therefore, subject to
delisting from The Nasdaq National Market. The Company has
requested a hearing before a Nasdaq Listing Qualifications
Panel. According to Nasdaq procedures, the hearing date will be
set, to the extent practicable, within 45 days of the request,
and Exabyte will continue to trade on the Nasdaq National Market
pending the panel's decision. There can be no assurance the
Panel will grant the Company's request for continued listing.

Exabyte Corporation (Nasdaq: EXBT) provides innovative tape
storage solutions to customers whose top buying criteria is
value -- maximum performance, quality and ease-of-use at a price
they can afford. Exabyte is the recognized value-leader in tape
storage and automation solutions for workstations, midrange
servers and enterprise storage networks, and has been an
industry innovator since 1987. Exabyte's high-performance
Mammoth-2 (M2(TM)) tape drives for the mid-range market have a
strong performance-price ratio, Exabyte's VXA-2 tape drive
technology provides DDS users with significantly higher capacity
and performance at a similar price point, and Exabyte's storage
automation products are rugged, reliable automation solutions
for users of VXAtape, MammothTape(TM) and LTO(TM) (Ultrium(TM)).
Exabyte has a worldwide network of OEMs, distributors and
resellers that share Exabyte's commitment to value and customer
service, including partners such as IBM, Compaq, Fujitsu Siemens
Computers, Bull, Toshiba, Apple Computer, Tech Data, Digital
Storage Inc., Ingram Micro and Arrow Electronics.

For additional information, visit http://www.exabyte.com

                         *     *     *

          Future Liquidity & Going Concern Uncertainty

In its SEC Form 10-Q for the period ended September 28, 2002,
the Company reported:

"The Company's financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. Certain factors related to the Company's results of
operations raise substantial doubt about whether it can continue
as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of
this uncertainty. The Company has incurred operating losses over
the last five years; negative cash flows from operations over
the last three years, and had an accumulated deficit of
$83,831,000 as of September 28, 2002. As a result of Exabyte's
current liquidity constraints, the report of its independent
accountants on our consolidated financial statements as of and
for the year ended December 29, 2001, contains an explanatory
paragraph related to this matter. As of September 28, 2002, the
Company had $3,039,000 in cash and cash equivalents and had
borrowed to its full capacity under its line of credit with
Silicon Valley Bank.

"Based on available cash resources and operating cash flow
projections, the Company believes that it will be able to fund
its operations through the end of 2002. Factors the Company
considered in this assessment include:

      -- its consolidated cash and cash equivalents of
         $3,039,000 as of September 28, 2002;

      -- projected availability under the Company's line of
         credit facility;

      -- the anticipated level of capital expenditures during
         2002;

      -- the Company's cash flow projections;

      -- achievement of EBITDA positive results during the third
         quarter of 2002; and

      -- anticipated savings related to restructurings and
         improved cost controls."


FEDERAL-MOGUL: Aon Fiduciary Discloses 13.5% Equity Stake
---------------------------------------------------------
Aon Fiduciary Counselors Inc., and its parent company, Aon
Corporation, beneficially own 13.5% of the outstanding common
stock of Federal-Mogul Corporation.  They hold shared
dispositive power over the 11,312,395 shares which constitute
the 13.5% of outstanding Federal-Mogul shares.  Aon Fiduciary
Counselors Inc. is an investment adviser, and is a wholly-owned,
indirect subsidiary of Aon.

Aon Fiduciary Counselors filed its ownership report with the SEC
in its capacity as independent fiduciary, pursuant to
appointment by Federal-Mogul to manage the Federal-Mogul Common
Stock Fund, and the Federal-Mogul Corporation Series C ESOP
Convertible Preferred Stock Fund, which are investment options
in one or more of the following programs: (i) the Federal-Mogul
Corporation Employee Investment Program, (ii) the Federal-Mogul
Corporation Salaried Employees' Investment Program, and (iii) as
of December 9, 2002, the Federal-Mogul Corporation 401(k)
Investment Program, which appointment became effective December
2, 2002. In connection with AFC being appointed as independent
fiduciary, Federal-Mogul has amended each of the Plans to
confer upon AFC full authority, inter alia, to: (i) continue to
offer either Fund (as relevant) as an investment option under
such Plan on such terms and conditions as AFC deems prudent and
in the interest of the Plan and its participants and
beneficiaries, including without restriction prohibiting or
limiting (e.g., as a percentage of a participant's account)
further purchases or holdings of Fund units or increasing CSF's
holding of cash or cash equivalent investments, (ii) terminate
the availability of either Fund (as relevant) as an investment
option under such Plan on such terms and conditions as AFC shall
deem prudent and in the interest of the Plan and its
participants and beneficiaries (and notwithstanding any
participant or beneficiary investment directions to the
contrary), including determining the manner and timing of
termination of the Fund and orderly liquidation of its assets
and designation of an alternative investment fund (from among
those already available) for the investment of the proceeds
pending further investment directions of the Plan's participants
and beneficiaries and (iii) convert or not convert shares of
Preferred Stock held in the PSF into common stock, and upon a
conversion, thereafter to act with respect to such common stock
in the same manner as under the CSF. Under the terms of the
Plans, dividends paid on the common stock held by the Funds, if
any, are generally reinvested and used to buy additional shares
of common stock. The participants in the Plans are allowed to
provide confidential directions on how the shares of common
stock attributable to their accounts should be voted or
tendered.

Aon Fiduciary Counselors and Corporation each disclaims
beneficial ownership of (i) the 11,312,396 shares of common
stock (assuming conversion in full of the Preferred Stock) and
(ii) the 439,937 shares of Preferred Stock pursuant to Exchange
Act Rule 13d-4.

Each Plan participant has the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of
common stock held in such participant's account (subject to the
fiduciary powers of AFC as described above). Furthermore, each
such participant has sole voting power over the common stock
held in such participant's account. To the knowledge of Aon, (i)
no such participant has any of the foregoing rights with respect
to more than five percent of the class of securities identified
(ii) there is no agreement or understanding among such persons
to act together for purposes of acquiring, holding, voting or
disposing of any such shares.

According to Federal-Mogul's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002 which was filed on
November 7, 2002, there were approximately 82,611,418 shares of
common stock outstanding on November 4, 2002. The percentage
beneficial ownership was derived using this number of shares of
common stock outstanding and assumes the conversion of the
439,937 shares of Preferred Stock at the current conversion rate
of two (2) shares of Federal-Mogul's common stock per share of
Preferred Stock.

Federal-Mogul Corporation and its subsidiaries are automotive
and vehicle parts manufacturers providing solutions and systems
to global customers in the automotive, small engine, heavy-duty
and industrial markets. Among the products manufactures by the
Debtors are engine bearings, pistons, rings, sealing systems,
wipers, ignition, brake, friction and chassis products. Federal-
Mogul and its subsidiaries filed for Chapter 11 reorganization
on October 1, 2001, in the U.S. Bankruptcy Court for the
District of Delaware.


FMAC FRANCHISE: Fitch Cuts Ratings on Certain Loan Transactions
---------------------------------------------------------------
Fitch Ratings takes the following rating actions on certain FMAC
franchise loan securitizations.

               FMAC Loan Receivables Trust 1997-B

      -- Class A & A-X downgraded to 'B' from 'BBB';

      -- Class B downgraded to 'CC' from 'BB';

      -- Class C downgraded to 'D' from 'CC';

      -- Classes A and B will remain on Rating Watch Negative.

               FMAC Loan Receivables Trust 1997-C

      -- Class A & A-X downgraded to 'BBB' from 'AA-';

      -- Class B affirmed at 'CCC';

      -- Class C affirmed at 'C';

      -- Classes A, B and C will remain on Rating Watch
          Negative.

               FMAC Loan Receivables Trust 1998-A

      -- Class A & A-X downgraded to 'BB' from 'AA';

      -- Class B downgraded to 'CCC' from 'BBB';

      -- Class C downgraded to 'C' from 'B';

      -- Classes A, B and C will remain on Rating Watch
          Negative.

               FMAC Loan Receivables Trust 1998-B

      -- Class A & A-X downgraded to 'B' from 'A';

      -- Class B downgraded to 'CC' from 'BB';

      -- Class C affirmed at 'C';

      -- Classes A, B and C will remain on Rating Watch
          Negative.

               FMAC Loan Receivables Trust 1998-C

      -- Class A-1 & A-X affirmed at 'AAA';

      -- Class A-2 downgraded to 'AA' from 'AAA';

      -- Class A-3 downgraded to 'AA-' from 'AAA';

      -- Class B downgraded to 'A-' from 'AA';

      -- Class C downgraded to 'BBB-' from 'A-';

      -- Class D downgraded to 'CCC' from 'BB+';

      -- Class E downgraded to 'CC' from 'B-';

      -- Class F downgraded to 'C' from 'CCC';

      -- Classes A-2 through F will remain on Rating Watch
          Negative.

The above rating actions are the result of projected recoveries
on the cohort of loans within the pool which are currently
greater then 90 days delinquent or defaulted.

The 1997-B transaction to date has seen 50% of its initial pool
default with new delinquencies continuing to manifest
themselves. Currently the pool has $45 million of loans which
are delinquent greater then 90 days or defaulted, Included in
these loans are two large borrowers, Southern Retailers ($14
million) and Acme Properties ($13.5 million) on which losses may
be severe.

The 1997-C pool currently has just one large distressed
borrower. However, the borrower is Westwind ($7.8 million) a
large borrower represented in a number of FMAC and other pools.
The Westwind loan had already been significantly modified in
early 2001 and is now in default of that restructured loan.
Collateral for the Westwind exposure is largely lease and
equipment and should liquidation be necessary recoveries, net of
advances and other expenses, may be minimal.

The 1998-A deal contains exposure to both Southern Retailers
($17 million) and Westwind ($10 million) and as discussed above
both have potential for extreme losses.

FMAC 1998-B has the largest exposures to both Southern Retailers
($21 million) and Westwind ($16.5 million).

The 1998-C transaction has a $7.9 million exposure to Westwind
as well as two other large borrowers in default. East Texas
Holding ($11.5 million) is a C&G borrower with mostly fee simple
collateral, however, undesirable locations and potential
environmental issues will likely drive recoveries well below
industry averages. The third large defaulted borrower is J&E Oil
($24.6 million), currently the J&E situation is developing and
its potential impact has not been factored into the current
rating actions. Noteworthy for this deal and further reason that
the transaction remains on Rating Watch Negative is the
appearance of Convenience Acquisition Company a $22 million
borrower that is currently 60 days delinquent.

Because of the early stage of delinquency, CAC has also not been
factored into the current rating action. The rating distinction
between class A interests results from the sequential nature of
loss allocation. Because the class A-3 would suffer write-downs
prior to the class A-1 or A-2, its rating reflects the
commensurately higher risk (or alternatively the lower amount of
subordination available).


FOCAL COMMS: Files for Pre-pack. Chapter 11 Reorg. in Delaware
--------------------------------------------------------------
Focal Communications Corporation (OTC Bulletin Board: FCOM), a
leading national communications provider of local phone and data
services, has reached agreement with its senior bank lenders and
senior secured convertible noteholders as part of an overall
reorganization plan which will reduce the Company's outstanding
senior secured debt and strengthen its competitive position. The
Company has agreements in place to exchange approximately $109
million of its senior secured convertible notes into new common
equity and $65 million of redeemable preferred equity, and to
prepay $15 million under its senior secured bank credit
facility. The plan has the support of the Company's senior bank
lenders and senior secured convertible noteholders, and provides
for no disruption to the Company's employees, customers, trade
creditors, or overall operations.

To facilitate the reorganization and with the support of its
Board of Directors, senior bank lenders and senior secured
convertible noteholders, the Company filed a voluntary, pre-
negotiated Chapter 11 bankruptcy petition with the United States
Bankruptcy Court for the District of Delaware. The pre-
negotiated Chapter 11 filing should allow the Company to
promptly file its plan of reorganization and complete its
reorganization in an expeditious manner. The Chapter 11
bankruptcy filing was done on a consolidated basis and includes
Focal Communications Corporation, the parent company, and all of
its operating subsidiaries.

Kathleen Perone, Focal's president and chief executive officer,
commented, "Reaching an agreement with the bank lenders and the
convertible noteholders is a major step in our reorganization
process. We are committed to completing our reorganization as
quickly as possible and are targeting emergence from bankruptcy
in the first half of 2003. We will continue to offer the high
level of service that our customers have come to expect from us
during our restructuring process and beyond."

Ms. Perone continued, "Our financial restructuring is critical
in positioning us for the future by providing us with a
significantly improved capital structure. I am confident that
with the support of our dedicated employees, suppliers and
customers, Focal will emerge from this reorganization as a
stronger and more competitive company."

Focal has signed agreements with its existing bank lenders and
senior secured convertible noteholders to support a
recapitalization of the Company. The principal terms of the
reorganization plan include:

     -- Payment of $15.0 million to reduce borrowings
        outstanding under the Company's senior secured bank
        credit facility; and

     -- Exchange of the approximately $109 million of senior
        secured convertible notes into new common equity and
        $65.0 million of redeemable preferred equity.

The implementation of the pre-negotiated plan of reorganization
is dependent upon a number of conditions typical in similar
reorganizations, including bankruptcy court approval of the plan
and related solicitation materials. Additional terms and
conditions of the reorganization plan will be outlined in a
Disclosure Statement which will be sent to security holders
entitled to vote on the plan of reorganization after it is
approved by the bankruptcy court. The Company expects to file a
Plan of Reorganization and Disclosure Statement with the
bankruptcy court within a few days.

The securities discussed in this news release as issuable
pursuant to the proposed plan of reorganization will not be and
have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

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.


FREDERICK'S OF HOLLYWOOD: Calif. Court Confirms Chapter 11 Plan
---------------------------------------------------------------
Frederick's of Hollywood received approval from the U.S.
Bankruptcy Court for its reorganization plan, which provides for
Frederick's to emerge from Chapter 11 and for the creditors to
consensually convert substantial debt to equity.

Frederick's has been operating under Chapter 11 bankruptcy
protection since July 2000. Under Chapter 11, the company has
been implementing its turnaround, opening or remodeling over 20
stores, introducing numerous new product lines, and building its
website into one of the top 10 retail sites in the US.

"This is a major step for the company, as we prepare to emerge
from Chapter 11," stated Linda LoRe, CEO and President,
Frederick's of Hollywood. "It is a testament to our customers,
our vendors, and our employees that we are able to emerge from
Chapter 11."

This is a major milestone for Frederick's and will allow the
company to emerge with a far cleaner balance sheet and
significantly improved operations, said Michael Tuchin of Klee,
Tuchin, Bogdanoff & Stern LLP, bankruptcy counsel for Fredericks
of Hollywood. "The fact that the plan was supported by
substantially every constituent is a testament to the efforts of
the management team and employees to make this a consensual
process."

The key elements of the plan include: the conversion of
significant debt to equity by the company's lender group and
general unsecured creditors, the provision of additional
liquidity by members of the company's lender group, a new
revolving credit facility that will allow the company to devote
significant cash to capital expenditures and marketing, the
assumption of substantially all of the company's current store
leases, and the anticipated continuation of the company's senior
management team.

The unsecured creditors' committee, the company's secured
lenders, and substantially all of the company's landlords
supported the reorganization plan.

The company currently anticipates that plan will become
effective by January 7, 2003.

Since 1946, Frederick's of Hollywood has been the leading
innovator in the lingerie industry, creating many of today's top
lingerie merchandise such as the push-up bra and thong panty.
Customers can shop for Frederick's of Hollywood merchandise at
its 167 stores, via catalog and online at
http://www.fredericks.com


GENUITY INC: Secures Court Injunction against Utility Providers
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
entry of an order from the Court prohibiting their Utility
Providers from altering, refusing or discontinuing services or
otherwise discriminating against the Debtors, on account of
outstanding prepetition claims or the filing of these cases.
The Court also determines that the Utilities are adequately
assured of future payment, without the need for the Company to
pay additional deposits or security.

Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher &
Flom, in New York, relates that in the normal course of
business, the Debtors use electricity, gas, water, telephone,
telecommunication and other utility services provided by the
Utilities.  The Utilities provide service to the Debtors'
headquarters as well as the Debtors' other domestic and foreign
offices and facilities.

Ms. Henry contends that continued electric service is of primary
importance to the Debtors, because as a network provider, it is
vital to the continued operation of the Debtors' highly-
automated facilities.  Likewise, the Debtors depend on
electricity for lighting and general office use.  Similarly,
electricity provides a source of power for the Debtors'
computerized network system that is used to provide services to
the Debtors' customers and support communication among the
Debtors' offices.  In the absence of continuous electric
service, the Debtors' businesses would be severely disrupted.

Ms. Henry adds that the Debtors also depend on other utility
services, including telephone, water, gas and other
communications-related services.  For example, maintenance of
telephone service is imperative because it is used by all of the
Debtors' locations for communications with customers, vendors,
headquarters, and to promote and conduct sales.  In addition,
continued water service is necessary to maintain sanitary
lavatory facilities for the Debtors' employees.  Maintenance of
gas service is essential to operations because it provides heat
to many of the Debtors' facilities, and is the source of power
that fuels equipment.  Therefore, any interruption of the
utility services would severely disrupt the Debtors' daily
operations and diminish the likelihood of a successful
reorganization.

In addition, many of the Utilities are parties from whom the
Debtors have leased or contracted for use of telecommunication
lines and other communications-related services, which are the
lifeblood of the Debtors' businesses.  Without these services,
Ms. Henry contends that the Debtors could not provide services
to their customers.

Guided by this Court's recent holdings in In re Worldcom, Inc.,
Case No. 02-13533 (AJG) (Bankr. S.D.N.Y. 2002), In re Global
Crossing Ltd, et al., Case No. 02-40188 (REG) (Bankr. S.D.N.Y.
2002) and In re Adelphia Business Solutions, Inc., et al., Case
No. 02-11389 (REG) (Bankr. S.D.N.Y. 2002), Judge Beatty rules
that these items constitute protections that ensure adequate
assurance of payment to the Utilities:

  -- the Debtors' unencumbered cash reserves of $830,000,000;

  -- the administrative expense priority status granted by
     Section 503(b) of the Bankruptcy Code for claims for
     services rendered to the Debtors by the Utilities after the
     Petition Date;

  -- timely payment by the Debtors of the undisputed amounts of
     each invoice for postpetition utility services;

  -- provision of copies of the Debtors' monthly operating
     reports to a representative of each Utility requesting
     these reports, contemporaneously with the submission of
     these reports to the Court and the Office of the United
     States Trustee;

  -- the provision of weekly reports on the amount of cash on
     hand, to a designated liaison of the Utilities, that
     summarize the Debtors' available cash, subject to
     reasonable confidentiality restrictions;

  -- the exchange between the Debtors and any requesting Utility
     of contact information of employees of each with sufficient
     authority to deal with disputes, if any, regarding
     postpetition payments;

  -- expedited procedures for the Court to review any
     postpetition payment defaults;

  -- after the filing of a motion by either the Debtors or the
     Utilities, a hearing before the Court on 10 days notice, to
     resolve payment disputes between the parties; and

  -- the right to move for reconsideration of these protections
     where there is a material and adverse change regarding the
     Debtors' solvency or liquidity.

The Debtors assert that these protections, which minimize the
risk of non-payment to Utilities, while preserving the financial
resources of the Debtors, constitute sufficient adequate
assurance of payment to the Utilities. (Genuity Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Settles Disputes with Nautilus & Telecom Italia
----------------------------------------------------------------
The Global Crossing Debtors sought and obtained Court approval
of a settlement agreement with Latin American Nautilus Ltd. and
Telecom Italia S.p.A. resolving the disputes among the parties.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Latin America Nautilus Ltd. -- a
wholly owned subsidiary of Telecom Italia S.p.A. -- purchased
dim fiber and capacity infrastructure on the segment of the GX
Debtors' fiber-optic network that circles South America.  Under
the Dim Fiber Agreement, Nautilus agreed to pay the GX Debtors
$343,000,000 for the capacity infrastructure.

To connect its South American network with North America, Mr.
Walsh relates that Nautilus sought capacity on the GX Debtors'
Mid-Atlantic Crossing segment.  To this end, in June 2001,
Nautilus and GX Europe entered into the MAC Capacity Agreement,
pursuant to which Nautilus agreed to purchase an indefeasible
right of use in 16 wavelengths of capacity on MAC for
$160,000,000.  Of the $160,000,000 purchase price, Nautilus paid
$63,000,000 after execution of the Original MAC Capacity
Agreement on June 29, 2001.  As of December 2, 2002, $97,000,000
remains due and owing.

In connection with the negotiation of the Original MAC Capacity
Agreement, GX Europe agreed to reduce the overall purchase price
under the Dim Fiber Agreement from $343,000,000 to $278,000,000,
which was paid in June 2001.  GX Europe and Nautilus
memorialized the terms of this purchase price reduction in a
second letter agreement, dated June 28, 2001, to the Dim Fiber
Agreement.

In early 2002, Mr. Walsh recounts that the Debtors, Telecom
Italia, and Nautilus commenced discussions regarding a
restructuring of the Original MAC Capacity Agreement to reflect
changes in the telecommunications business environment that were
affecting the Parties.  Nautilus sought to amend the wavelength
unit price, lease terms, maintenance charges, and operational
guarantees, while GX Europe sought to reduce its capital
expenditures and carrying costs required to support the terms of
delivery under the Original MAC Capacity Agreement.  Moreover,
the Parties desired to resolve any and all outstanding disputes
under the Original MAC Capacity Agreement, which had the
potential of leading to complex and costly litigation.

After extensive arm's-length negotiations, the Parties agreed
to:

    -- a settlement to restructure the commercial terms of the
       Original MAC Capacity Agreement,

    -- amend the Dim Fiber Agreement, and

    -- resolve all outstanding disputes.

The Settlement is comprised of a number of separate agreements,
including:

    -- Participation Agreement, dated November 13, 2002;

    -- Capacity Purchase Agreement between Global Crossing
       Europe Limited and Latin America Nautilus Ltd., dated
       November 13, 2002;

    -- Escrow Agreement;

    -- Master Services Agreement, dated as of November 13, 2002;

    -- Standstill Agreement, dated November 13, 2002;

    -- Form of Credit Support;

    -- Guaranty by Global Crossing Ltd., in Favor of Latin
       America Nautilus Ltd., and Latin America Nautilus Brasil
       Ltda., dated September 29, 2000, as amended and restated
       as of November 13, 2002;

    -- Guaranty by Telecom Italia S.P.A. in favor of Global
       Crossing Europe Ltd., South American Crossing Ltd., Pan
       American Crossing Ltd., GC Pan European Crossing UK Ltd.,
       Global Crossing Bandwidth, Inc., SAC Brasil Ltda. and the
       Local Affiliates, dated September 29, 2000, as amended
       and restated as of November 13, 2002;

    -- Fifth Letter Agreement, dated November 13, 2002;

    -- Co-Location Agreement between Global Crossing Bandwidth,
       Inc. and Latin America Nautilus USA Inc. for the Mid-
       Atlantic Crossing Submarine Cable System at the
       Hollywood, Florida, USA Cable Station; and

    -- Co-Location Agreement between Global Crossing Bandwidth,
       Inc. and Latin America Nautilus USA Inc. for the Mid-
       Atlantic Crossing Submarine Cable System at the
       Brookhaven, New York, USA Cable Station, dated
       November 13, 2002.

The New Agreements work in concert to resolve all outstanding
issues between the Parties.

By this motion, the Debtors ask the Court to approve the New
Agreements.  In addition, the Debtors seek the Court's authority
to assume the Dim Fiber Agreement, as amended by the Dim Fiber
Fifth Letter Agreement, and the GX Guaranty, as amended.

Specifically, the salient terms of the Settlement are:

  A. Payment to the Debtors: Nautilus will pay $27,000,000 to
     the Debtors.  Nautilus will pay an additional $27,000,000
     when the Debtors deliver six wavelengths of capacity under
     the New MAC Capacity Agreement.  Before the Effective Date,
     Nautilus will provide a credit support in the form of the
     Bank Guaranty of the Balance;

  B. Capacity on MAC: The Debtors will provide IRUs to Nautilus
     10 wavelengths of capacity for a term expiring on
     December 31, 2023.  Two wavelengths have already been
     delivered, two wavelengths will be delivered on the
     Effective Date, and the Debtors will employ all reasonable
     efforts to deliver the remaining six wavelengths by
     June 30, 2003;

  C. Original MAC Capacity Agreement: The Settlement will
     terminate all obligations under the Original MAC Capacity
     Agreement;

  D. Dim Fiber Agreement: The Debtors agree to assume the Dim
     Fiber Agreement as amended by the Dim Fiber Fifth Letter
     Agreement, pursuant to which the Debtors agree to reduce
     the annual maintenance charges by 20%.  Nautilus waives any
     cure costs related to the Debtors' assumption of the Dim
     Fiber Agreement;

  E. Co-Location Agreements: The Debtors agree to enter into
     leases with Nautilus for space in cable landing stations in
     Hollywood, Florida and Brookhaven, New York for the storage
     of telecommunications equipment.  The term of these leases
     will be 20 years, and Nautilus will pay the Debtors
     $289,000 in rent per lease each year;

  F. GX Guaranty: Global Crossing Ltd. guarantees certain
     payments and obligations owing by certain of its
     subsidiaries under the New Agreements and Dim Fiber
     Agreement.  Pursuant to Section 4.4 of the Guaranty, GX
     will assign the Guaranty to the New Global Crossing, and GX
     Ltd. be released from all liability under the Guaranty;

  G. TI Guaranty: Telecom Italia guarantees certain payments and
     obligations owing by certain of its subsidiaries under the
     Settlement;

  H. Master Services: Under the Master Services Agreement,
     Nautilus will purchase interconnection services,
     co-location services, and local access from the Debtors to
     manage their telecommunication traffic on SAC and MAC; and

  I. Waiver of all Claims: Pursuant to the Standstill Agreement,
     the Parties agree not to take any action with respect to
     any and all claims, causes of action, liabilities,
     obligations, and indebtedness against each other, whether
     known or unknown, suspected or unsuspected, actual or
     potential, with respect to any actions, omissions,
     statements, or negotiations taken or made prior to the
     execution of the Standstill Agreement.  On the Effective
     Date, the Standstill Agreement will become a full and
     permanent waiver.

Mr. Walsh contends that the Settlement is fair and falls well
within the range of reasonableness since the Debtors will
receive the Escrowed Amount from Nautilus on the Effective Date,
which the Parties project to be no later than December 22, 2002.
As Nautilus is required to fund the Escrowed Amount pursuant to
the Settlement, payment to the Debtors following the Court's
approval of the Settlement is ensured.

The Debtors will receive the Balance on delivery of Phase II of
the capacity under the New MAC Capacity Agreement.  Before the
Effective Date, Nautilus must provide the Debtors with the Bank
Guaranty for the Balance.  The Bank Guaranty will permit the
Debtors to make the capital expenditures required under the New
MAC Capacity Agreement without any risk of delayed or non-
payment from Nautilus.  Under the Original MAC Capacity
Agreement, the Debtors did not have a bank guarantor of payment
and Nautilus' payments were strung out over a 5-year period.

Absent the Settlement, Mr. Walsh informs the Court that Nautilus
has refused to honor its commitment under the Original MAC
Capacity Agreement, because Nautilus contends that the Debtors
breached their obligations under the Dim Fiber Agreement and
Original MAC Capacity Agreement.  By entering into the
Settlement, the Debtors are assuring that payment will be made,
which will bring a significant amount of cash into the estate
and resolve Nautilus' claims.  Receiving this cash before
December 31, 2002, will assist the Debtors to meet the cash
tests under the Purchase Agreement.

Mr. Walsh points out that the Settlement also reduces the
Debtors' capital expenditures because the Debtors are no longer
obligated to provide 16 wavelengths on MAC.  Pursuant to the
Settlement, the Debtors will be providing Nautilus with only 10
wavelengths of capacity, some out of immediate inventory, with
the balance from a one-time capital expenditure of $31,000,000.
Under the Original MAC Capacity Agreement, the Debtors would
have been required to conduct three separate upgrades of the MAC
system at a greater cost of $62,000,000 to meet their
obligations and would have had extensive carrying costs and
exposure to Nautilus' non-performance.

Mr. Walsh notes that the Settlement also avoids the potential
litigation between the Debtors and Nautilus.  Nautilus has filed
numerous claims in the Debtors' Chapter 11 cases, aggregating
$992,000,000 and has communicated an intention to file requests
for the payment of substantial administrative expense amounts if
this matter is not resolved.

Given the extensive nature of the Parties' business
relationships and the complexity of their contractual
transactions, Mr. Walsh says, any litigation arising from the
Original MAC Capacity Agreement promises to be long and costly.
The Debtors may be obliged to expend large amounts of resources
toward prosecuting and defending their claims.  Moreover, any
litigation would divert the attention of the Debtors' management
and legal personnel from their efforts to prosecute the
confirmation of the Plan and the consummation of the Purchase
Agreement. (Global Crossing Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GMAC COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Note Classes
--------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-
through certificates, series 2001-C2, $134 million class A-1,
$437.7 million class A-2 and interest-only classes X-1 & X-2 are
affirmed at 'AAA' by Fitch Ratings. In addition, Fitch affirms
$34 million class B at 'AA', $11.3 million class C at 'AA-',
$15.1 million class D at 'A', $9.4 million class E at 'A-',
$15.1 million class F at 'BBB+', $10.4 million class G at 'BBB',
$9.4 million class H at 'BBB-', $23.6 million class J at 'BB+',
$5.7 million class K at 'BB', $5.7 million class L at 'BB-',
$11.3 million class M at 'B+', $3.8 million class N at 'B', $3.8
million class O at 'B-' and $3.8 million class P at 'CCC'. Fitch
does not rate the $11.3 million class Q certificates. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in July 2001. No loans have paid off since
issuance.

The overall performance of the pool has remained stable since
issuance. There has been minimal reduction in the deal's
collateral balance and concentrations remain materially
unchanged from issuance. As of the December 2002 distribution
date, the pool's collateral balance has been reduced 1.3% to
$745.3 million from $754.9 million at issuance. The certificates
are collateralized by 96 fixed-rate loans consisting mainly of
the following: office (31.4%), multifamily (27.5%), and retail
(27.1%).

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2001 financials for 94.7% of the outstanding pool
balance. According to the information provided, the YE 2001
weighted average debt service coverage ratio is 1.23 times
compared to 1.17x at issuance. Six loans (11.3%) reported a YE
2001 DSCR below 1.00x; however the loans remain current. Among
the loans with DSCRs below 1.00x were two of the top ten loans:
The Clarity Building (3.7%) and Club Apartments Portfolio
(3.5%). Both of these properties suffered from occupancy issues
in 2001 but have recovered in 2002.

Fitch will continue to monitor the transaction as surveillance
is ongoing.


GROUP COUNCIL MUTUAL: S&P Drops Fin'l Strength Rating to R
----------------------------------------------------------
Standard & Poor's Ratings Services revised its counterparty
credit and financial strength ratings on Group Council Mutual
Insurance Co., to 'R' from 'CCCpi'.

"The ratings action was taken on learning that the company was
issued an order of liquidation by the Superintendent of
Insurance of the State of New York," said Standard & Poor's
credit analyst Darryl P. Brooks.

Group Council Mutual Insurance Co., was a mutual
property/casualty insurance company that wrote assessable
medical malpractice policies and was also licensed to write
surety bonds. The company was headquartered in New York, NY.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


GRUMMAN OLSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grumman Olson Industries, Inc.
        1801 S. Nottawa
        Sturgis, Michigan 49091-8723

Bankruptcy Case No.: 02-16131

Type of Business: The Debtor derives its operating revenues
                  primarily from the sale of truck bodies.

Chapter 11 Petition Date: December 9, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Sanford Philip Rosen, Esq.
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, New York 10017-2803
                  Tel: (212) 223-1100
                  Fax : (212) 223-1102

                            -and-

                  James M. Matthews, Esq.
                  Carl A. Greci, Esq.
                  Baker & Daniels
                  First Bank Building, Suite 250
                  205 West Jefferson Boulevard
                  South Bend, Indiana 46601
                  Tel: 574-234-4149

Total Assets: $30,022,000

Total Debts: $38,920,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Northrop Grumman Corp.                              $1,074,396
David Strode, Asst. Treasurer
1840 Century City East
Los Angeles, CA 90067-2199
(310) 201-3415

Commonwealth Aluminum                                 $835,184
Mark Kaminski, President
500 West Jefferson St.
Louisville, KY 40202-2823
(502) 588-8285

Hydro Aluminum N. America                             $681,530
Raymond Pallen, President
801 International Dr.
Linthicum, MD 21090
(410) 487-4500

Trillium Staffing                                     $456,006
Lynn Lego, District Manager
912 W. Chicago Rd.
Sturgis, MI 49091
(269) 651-9902

Todco                                                 $425,789
Margaret Roush, Division Controller
1332 Fairgrounds Rd. E
Marion, OH 43302
(740) 383-6376

Fiber-Tech Industries                                 $386,404
Harris Armstrong, President
3808 N. Sullivan Rd.
Spokane, WA 99216-1615
(509) 928-8880

Bennett Motor Express                                 $383,113
Marcia Garrison, President
1001 Industrial Parkway
McDonough, GA 30253
(800) 241-9063

Aluminum Line Products                                $339,420
Christopher B.H. Harrington,
Vice President
24460 Sperry Circle
Westlake, OH 44145
(800) 321-3154

Indiana Mills                                         $280,549
Tony Scgelanka, CFO
18881 U.S. 31 North
Westfield, IN 46074-0408
(317) 867-8261

AMFab LLC                                             $271,041
John Manzi, President
25161 Leer Drive
Elkhart, IN 46514-0124
(574) 264-2190

Seats, Inc.                                           $234,133

Roadway Express                                       $231,650

Evans Tempcon, Inc.                                   $202,132

Romeo Rim, Inc.                                       $195,849

Waltco Truck Equipment Co.                            $188,342

Akzo Nobel Coatings                                   $177,324

City of Sturgis                                       $156,710

ILS (RB&W Logistices)                                 $151,693

Zurich-American Ins. Group                            $143,388

The Hartford Ins. Group                               $132,152


GULFMARK OFFSHORE: S&P Affirms BB- Long-Term Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on oil and gas field services company
GulfMark Offshore Inc., and also assigned its preliminary 'BB-'
senior unsecured debt and 'B' preferred stock ratings to
GulfMark's $250 million universal shelf registration filed under
SEC Rule 415. The outlook is stable.

Houston, Texas-based Gulfmark has about $159 million in debt
outstanding.

"Ratings reflect GulfMark's niche position in the volatile and
cyclical offshore support vessel industry, high debt leverage,
and an aggressive growth strategy," said Standard & Poor's
credit analyst Paul Harvey.

The stable outlook reflects the improved contract coverage for
2003 and the liquidity provided by the new $100 million credit
facility. Cash flows are expected to cover much of the costs for
the remaining new vessels, with any additional debt short-term
in nature.


HARBISON-WALKER: Halliburton Stay Extended to Jan. 17
-----------------------------------------------------
Halliburton (NYSE: HAL) has reached agreement with Harbison-
Walker Refractories Company and the Official Committee of
Asbestos Creditors in the Harbison-Walker bankruptcy to
consensually extend the period of the stay contained in the
Bankruptcy Court's temporary restraining order until January 17,
2003. The court's temporary restraining order, which was
originally entered on February 14, 2002, stays more than 200,000
pending asbestos claims against Halliburton's subsidiary DII
Industries, LLC.

The company has reached an agreement in principle that, when
consummated, will result in a global settlement of all personal
injury asbestos and certain other personal injury claims against
the company. The settlement was reached with attorneys
representing substantially more than the required 75% percent of
the known present asbestos claimants needed to achieve
resolution on all of the cases. The agreement covers all pending
and future personal injury asbestos claims against Halliburton
Company and its subsidiaries.

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 Approves Amendment to DIP Credit Agreement
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained Court order authorizing:

  -- them and the DIP Lenders to reconcile the unintended
     drafting error in the Revised DIP Credit Agreement by
     changing the definition of Measurement Period to provide
     that this period begins on January 1, 2002, as the parties
     mutually intended, rather than December 1, 2001, as
     currently provided; and

  -- them to pay to the Prepetition Secured Lenders the
     Quarterly Adequate Protection Payment that otherwise would
     have been payable on October 1, 2002 but for the erroneous
     provision. (Hayes Lemmerz Bankruptcy News, Issue No. 22;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz Intl Inc.'s 11.875% bonds due 2006 (HLMM06USS1)
are trading at 54 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HEXCEL CORP: Inks Pacts to Obtain $125MM of New Equity Financing
----------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) has entered into definitive
agreements providing for $125 million of new equity financing
through the issuance for cash of a total of 125,000 shares of a
series A convertible preferred stock and 125,000 shares of a
series B convertible preferred stock.

Upon the closing of the transactions, the total number of
Hexcel's outstanding common shares including shares issuable
upon conversion of both of the new convertible preferred stocks
is expected to increase from approximately 38.4 million shares
to approximately 88.2 million.

Hexcel said that it has agreed to issue 77,875 shares of series
A convertible preferred stock and 77,875 shares of series B
convertible preferred stock to affiliates of Berkshire Partners
LLC and Greenbriar Equity Group LLC for a cash payment of
approximately $77.9 million.

The series A and the series B convertible preferred stocks will
be mandatorily redeemable on January 22, 2010. Both preferred
stocks will be convertible, at the option of the holder, into
common stock at a conversion price of $3.00 per share, and will
automatically be converted into common stock if the trading
price for such common stock exceeds $9.00 per share over a 60-
day period after the third anniversary of the closing. The
preferred stocks will be entitled to vote on an as converted
basis with Hexcel's common stock. The series A preferred stock
will accrue dividends at a rate of 6% per annum following the
third anniversary of the issuance, which dividends may be paid
in cash or added to the accrued value of the preferred stock, at
Hexcel's option. The series B preferred stock will not accrue
dividends. After giving effect to the issuances, the Investors
will own approximately 35.2% of Hexcel's outstanding voting
securities.

Hexcel has separately agreed to issue 47,125 shares of series A
convertible preferred stock and 47,125 shares of series B
convertible preferred stock to affiliates of Goldman Sachs,
which currently owns approximately 37.8% of Hexcel's outstanding
common stock, for a cash payment of approximately $47.1 million.
This issuance of preferred stock will enable Goldman Sachs and
its affiliates to maintain their current percentage ownership
interest in Hexcel's voting securities, consistent with their
rights under the governance agreement entered into in 2000.

At the closing of the transactions, Hexcel and the Investors
will enter into a stockholders agreement, which gives the
Investors the right to nominate up to two directors (of a total
of ten) to Hexcel's board of directors and certain other rights.
Affiliates of Goldman Sachs will continue to have the right to
nominate up to three directors under the governance agreement
entered into at the time of their investment in Hexcel in 2000.
The stockholders agreement and the amended Goldman Sachs
governance agreement will require that the approval of at least
six directors, including at least two directors not nominated by
the Investors or Goldman Sachs, be obtained for board actions
generally. The stockholders agreement will also prohibit the
Investors from acquiring voting securities of Hexcel in excess
of 39.5% of Hexcel's outstanding voting securities unless
approved by Hexcel's board. The Investors and the affiliates of
Goldman Sachs Group, Inc. have agreed to an 18-month lock up on
the securities being issued, except for certain registered
offerings.

The issuances are sized for, and conditioned upon, the
refinancing of Hexcel's existing senior credit facility for a
period of at least four years through some combination of new
senior revolving credit facilities, term loans and notes with
certain threshold maturity and covenant requirements. The
transactions are also subject to customary closing conditions,
including regulatory approvals and the approval of Hexcel's
stockholders.

The proceeds from the preferred stock issuances will be used to
reduce Hexcel's bank debt and to provide for the repayment in
August 2003 of its 7% Convertible Subordinated Notes due 2003.

Mr. David E. Berges, Chairman, President and Chief Executive
Officer of Hexcel, stated, "The recapitalization will enable
Hexcel to improve its financial and operating flexibility as
well as strengthen the confidence of our stakeholders. The
Company has responded to an unprecedented weakness in commercial
aerospace and electronics markets by reducing cash fixed costs
by 24%. The resultant operating earnings as well as good cash
management, has allowed the Company to reduce its debt by over
$41 million in the twelve-month period ending September 30,
2002. Despite these actions, the Company continues to have a
highly leveraged capital structure and has been required to seek
amendments to its senior bank facilities. The uncertain timing
of recoveries in our core markets and the upcoming maturity of
our Convertible Subordinated Notes due 2003, followed by the
expiration of our senior credit facility in 2004, led us to
pursue alternatives to reduce the Company's total leverage."

Mr. Berges continued, "With this cash infusion, we expect to be
able to arrange a new senior facility to take us well into the
recovery of our markets and assure all our lenders we are
committed to meeting our obligations. As important, we expect
that our customers, suppliers, employees and shareholders will
be better able to focus on the long-term potential of the
company. We are delighted that Berkshire and Greenbriar have
made such a meaningful commitment to Hexcel. Particularly given
their focus and expertise in the aerospace sector, we are
excited about the prospect of their joining the Board and
contributing to the growth of the Company."

Mr. Sanjeev Mehra, a Managing Director of Goldman Sachs, stated,
"The commitment by Goldman Sachs to an additional investment in
Hexcel is an affirmation of Goldman Sach's belief in the long
term strength of the Company, its management and market
position."

Mr. Joel S. Beckman, a Managing Partner of Greenbriar Equity
Group, stated "We consider Hexcel to be a premier supplier to
the aerospace industry and are enthusiastic about our investment
and the company's prospects." Mr. Robert J. Small, a Managing
Director of Berkshire Partners, added, "We believe that Hexcel
has an outstanding product offering and management team, and is
well-positioned to participate in an industry upturn."

An independent committee of Hexcel's board unanimously approved
the investment by Berkshire Partners and Greenbriar Equity Group
as well as the investment by the Goldman Sachs investors. The
Goldman Sachs investors have, subject to certain conditions,
committed to vote their shares of common stock in favor of the
transactions. The transactions are anticipated to be completed
in the first half of 2003.

Hexcel Corporation is the world's leading advanced structural
materials company. It designs, manufactures and markets
lightweight, high reinforcement products, composite materials
and engineered products for use in commercial aerospace, space
and defense, electronics, general industrial and recreation
applications.

Berkshire Partners is an active investor in the private equity
market managing approximately $3.5 billion of equity capital.
Through its 18-year investment history, Berkshire has invested
in over 70 companies with a primary focus on building solid,
growth-oriented companies in conjunction with strong, equity-
incented management teams. Berkshire invests in a number of
industries including manufacturing, retailing, transportation,
communications and business services. Additional information may
be found at http://www.berkshirepartners.com

Greenbriar Equity Group LLC is focused exclusively on making
private equity investments in the global transportation
industry, including companies in freight and passenger
transport, commercial aerospace, automotive, logistics, and
related sectors. Greenbriar and Berkshire Partners LLC have
entered into a strategic joint venture and co-investment
agreement to address transportation and related investment
opportunities. Greenbriar manages $700 million of committed
limited partner capital and co-investment commitments and,
together with Berkshire, has access to more than $1 billion for
investment in privately negotiated equity investments within the
transportation industry. Additional information may be found at
http://www.greenbriarequity.com

GS Capital Partners is the current primary investment vehicle of
Goldman Sachs for making privately negotiated equity
investments. The current GS Capital Partners fund was formed in
July 2000 with total committed capital of $5.25 billion, $1.5
billion of which was committed by Goldman Sachs and its
employees, with the remainder committed by institutional and
individual investors.

Hexcel Corporation and certain persons may be deemed to be
participants in the solicitation of proxies relating to the
proposed transaction among the Company, Berkshire Partners LLC
and Greenbriar Equity Group LLC and the proposed transaction
among the Company and affiliates of Goldman Sachs Group, Inc.
The participants in such solicitation may include the Company's
executive officers and directors, none of whom own in excess of
1% of the Company's common stock. Further information regarding
persons who may be deemed participants will be available in the
Company's proxy statement to be filed with the Securities and
Exchange Commission in connection with the Transactions.

At September 30, 2002, Hexcel's consolidated balance sheets show
that it's total shareholders' equity deficit slid-down to about
$122.6 million.


INTEGRATED TELECOM: Signs-Up Wilson Sonsini as Corporate Counsel
----------------------------------------------------------------
Integrated Telecom Express, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Wilson Sonsini Goodrich & Rosati as Special Corporate and
Litigation Counsel, nunc pro tunc to October 8, 2002.

Around November 2001, a complaint captioned Richmond v.
Integrated Telecom Express, Inc., was filed in the United State
District Court for the Southern District of New York, on behalf
of a putative class of persons who purchased the Debtor's common
stock.  The Debtor relates that the Plaintiffs bring claims for
violation of several provisions of the Securities Act of 1933
and the Securities Exchange Act of 1934 against the Debtor.

The Debtor employs Wilson Sonsini to:

  a) provide representation on general corporate matters;

  b) advise the Debtor regarding compliance with reporting
     requirements under securities laws;

  c) advise the Debtor regarding the Asset Sale;

  d) defend the Debtor in Securities Class Action in which the
     Debtor is a defendant; and

  e) advise the Debtor in real estate matters.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates
are:

          Nora Gibson           $470 per hour
          Carmen Chang          $385 per hour
          Cynthia Dy            $370 per hour
          Michelle Whipkey      $360 per hour
          Daniel Yuen           $300 per hour
          Oliver Chee           $250 per hour
          Ari Senders           $125 per hour

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.


JP MORGAN: Fitch Ups Low-B Level Ratings on 2 Classes to BB+/B
--------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1997-C4, are upgraded by Fitch
Ratings as follows: $24.4 million class B to 'AAA' from 'AA+',
$22.4 million class C to 'AA+' from 'A+', $20.3 million class D
to 'A' from 'BBB+', $6.1 million class E to 'BBB+' from 'BBB-',
$26.5 million class F to 'BB+' from 'BB' and $16.3 million class
G to 'B' from 'B-'. The $9.2 million class A2, the $138.7
million class A3, and the interest-only class X certificates are
affirmed at 'AAA' by Fitch. Fitch does not rate the $12.2
million class NR certificates. The rating actions follow Fitch's
annual review of the transaction, which closed in February 1997.
The upgrades are primarily attributable to an increase in
subordination levels due to loan payoffs and amortization. As of
the November 2002 distribution date, the pool's aggregate
balance has been reduced by 32% to $276.1 million from $407
million at issuance; 22 of the original 106 loans have paid off
during the same period. There are currently no delinquent or
specially serviced loans.

ORIX, the master servicer, collected year-end 2001 operating
statements for approximately 97% of the outstanding pool
balance. The YE 2001 weighted average debt service coverage
ratio for these loans is 1.73 times, compared to 1.77x as of the
prior year's review, and 1.58x at issuance.

Seven loans (6.8% by principal balance) reported YE 2001 DSCRs
below 1.00x. The largest of these loans (1.3% of pool) is
secured by a retail center in Houston, TX. The decline in
performance was due to roadway construction that led customer
traffic away from the center and ultimately caused tenants to
vacate. The road construction project has been completed and,
according to the property manager, occupancy has significantly
increased.

Fitch is somewhat concerned about the retail (38% of the pool),
hotel (8%), and health care (7.8%) concentrations in the pool.
The high retail concentration is mitigated by the strong WADSCR,
which has increased to 1.73x from 1.50x at issuance. While the
YE 2001 WADSCR for hotel loans declined to 1.52x from 2.20x
during the same period, the YE 2001 WADSCR for health care loans
has remained stable, at 1.76x, compared to 1.79x at issuance.
All of these loans remain current.

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


KAISER ALUMINUM: Faces Accelerated $17MM Pension Contribution
-------------------------------------------------------------
Kaiser Aluminum has determined that recent lump-sum
distributions from the Kaiser Salaried Employee Retirement Plan
have triggered a special provision under ERISA (Employee
Retirement Income Security Act) that requires the company to
make a pension contribution on Jan. 15, 2003, that is estimated
to be $17 million.

However, most of this payment would be classified as a pre-
bankruptcy obligation, and the Bankruptcy Code generally does
not permit payment of such obligations without Court approval.
Because this amount represents a small portion of the legacy
liabilities that must be addressed in Kaiser's reorganization,
the company does not currently expect to seek such approval.

If the company does not make the payment, it would no longer be
compliant with ERISA's minimum funding requirements and, in
turn, would be prohibited by ERISA from making lump-sum
distributions from KRP to employees who retire after Dec. 31,
2002.

In addition, Kaiser is analyzing other possible impacts on the
company if the required payment is not made. Those impacts
include possible technical default under Kaiser's Debtor-in-
Possession (DIP) credit facility which, if not cured or waived,
would prevent the company from accessing this facility. Kaiser
is working with its lenders to resolve any technical default
that may arise. As of Oct. 31, 2002, the company's cash and cash
equivalents amounted to $74.1 million, there were no outstanding
borrowings under the DIP and outstanding letters of credit were
approximately $40.7 million.

"Our ultimate objectives, of course, are to emerge from Chapter
11 and remain viable long into the future," said Jack A.
Hockema, president and chief executive officer. "As we continue
to work toward these objectives, we appreciate the ongoing
support and understanding of our employees, customers and
suppliers."

Separately, Kaiser has had a preliminary discussion with the
Pension Benefit Guaranty Corporation (PBGC) about the company's
pension plans. The company has no new information to report in
respect of that meeting.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum and fabricated aluminum products.


KMART CORP: Court Approves General Star Settlement Agreement
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained the Court's
approval of its Settlement Agreement resolving claims dispute
with General Star Indemnity Company.

The salient terms of the parties' settlement agreement are:

  (a) General Star will pay the Debtors $850,000 as settlement;

  (b) the Debtors will release and forever discharge General
      Star of and from any claims, actions or obligations under
      the insurance policy;

  (c) General Star will release and forever discharge the
      Debtors of, from and for any claim, action or liability,
      including any claim for attorney's fees or expenses of
      litigation, arising out of, in connection with or in
      relation to the Actions or the Hurricane Claims;

  (d) General Star will not seek restitution from the Debtors of
      all or any part of the settlement amount, or any other
      amount, through any governmental proceeding brought in
      connection with events related to the Hurricane Claims, or
      General Star's defenses to the Hurricane Claims.

With this settlement, the Debtors will resolve all disputes with
all the insurance carriers arising out of the Hurricane Georges
disaster and recover $7,650,000 of the original $10,400,000
claim. (Kmart Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.0% bonds due 2003
(KM03USR6) are trading at about 14 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LTV CORP: LTV Steel Gets Go-Signal to Expand Alix Engagement
------------------------------------------------------------
LTV Steel Company obtained the Court's approval of a second
amendment to the engagement letter of AlixPartners, LLC.

With the Court approval, LTV Steel will expand the scope of
Alix's engagement to include preference claim analysis and
collection assistance, and other related assistance "as deemed
necessary".

                      The Expanded Services

The Second Amendment to the Alix Engagement Letter provides that
Alix will:

     (a) begin the collection process of LTV Steel's
         preference claims;

     (b) implement resolution methods and negotiate with
         parties to resolve preference claims;

     (c) assist LTV Steel in determining whether lawsuits
         in connection with preference claims need to be
         filed, and work under the direction of LTV Steel's
         counsel to develop and assist in filing complaints;

     (d) participate and provide support for informal and
         formal discovery;

     (e) direct the process to settle with parties and assist
         counsel in resolving all lawsuits; and

     (f) assist in other tasks as LTV Steel's counsel may
         direct, or upon which Alix and LTV Steel may
         mutually agree.

                            The Increased Fees

In addition to its other fees, Alix will receive:

     (1) $100,000 per month for the first two months of the
         engagement, and then $50,000 per month for the next
         10 months of the engagement;

     (2) 15% of all cash collected in connection with the
         Preference Action, net of legal fees, up to
         $8,999,999; and

     (3) 20% of all cash collected in connection with the
         Preference Actions, net of legal fees, exceeding
         $9,000,000. (LTV Bankruptcy News, Issue No. 41;
         Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1) are trading
at less than a penny on the dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


LYNX THERAPEUTICS: Falls Short of Nasdaq Listing Requirements
-------------------------------------------------------------
Lynx Therapeutics, Inc., (Nasdaq: LYNX) received a Nasdaq Staff
Determination on December 13, 2002, indicating that it no longer
meets the requirements for the continued listing of its common
stock on the Nasdaq National Market, and that its securities
are, therefore, subject to delisting from the Nasdaq National
Market. The notification is based on the failure by Lynx to
maintain a minimum bid price of $1.00 as required by Nasdaq
listing maintenance standards set forth in Marketplace Rule
4450(a)(5).

Lynx intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination.
However, there can be no assurance that the Listing
Qualifications Panel will grant Lynx's request for continued
listing. Lynx's common stock will continue to be listed on the
Nasdaq National Market pending a final ruling.

Lynx is exploring various alternatives to avoid delisting of its
common stock. Lynx may effect a reverse stock split (subject to
stockholder approval) or seek to transfer its securities to the
Nasdaq SmallCap Market, which makes available an extended grace
period for the minimum $1.00 bid price requirement. Lynx has
filed a definitive proxy statement with the Securities and
Exchange Commission seeking stockholder approval for a proposal
that would permit Lynx's Board of Directors to effect, at its
sole discretion, a reverse split of Lynx's common stock.

Lynx is a leader in the development and application of novel
genomics analysis solutions for the discovery of gene sequence
and expression information important to the pharmaceutical,
biotechnology and agricultural industries. These solutions are
based on Megaclone(TM) and MPSS(TM), Lynx's unique and
proprietary cloning and sequencing technologies. Megaclone(TM)
transforms a sample containing millions of DNA molecules into
one made up of millions of micro-beads, each of which carries
approximately 100,000 copies of one of the DNA molecules in the
sample. MPSS(TM) rapidly identifies the DNA sequence of the
molecules on each bead in a parallel process. In the context of
expression profiling, Megaclone(TM) and MPSS(TM) together are
used to essentially clone and sequence a portion of each mRNA
expressed in a sample of cells or tissue. These technologies
provide comprehensive and quantitative digital gene expression
data important to modern systems biology research. Lynx is also
developing a proteomics technology, Protein ProFiler(TM), an
automated two-dimensional liquid-based electrophoresis system,
which is expected to permit high-resolution analysis of complex
mixtures of proteins from cells or tissues. For more
information, visit Lynx's Web site at http://www.lynxgen.com

                         *     *     *

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

"We have a history of net losses, and we may not achieve or
maintain profitability.

"We have incurred net losses each year since our inception in
1992, including net losses of approximately $6.7 million in
1999, $13.3 million in 2000 and $16.7 million in 2001. As of
September 30, 2002, we had an accumulated deficit of
approximately $95.9 million. Future net losses or profits will
depend, in part, on the rate of growth, if any, in our revenues
and on the level of our expenses. Our research and development
expenditures and general and administrative costs have exceeded
our revenues to date. Research and development expenses may
increase due to planned spending for ongoing technology
development and implementation, as well as new applications. As
a result, we will need to generate significant additional
revenues to achieve profitability. Even if we do increase our
revenues and achieve profitability, we may not be able to
sustain profitability.

"Our ability to generate revenues and achieve profitability
depends on many factors, including:

       -- our ability to continue existing customer
          relationships and enter into additional corporate
          collaborations and agreements;

       -- our ability to discover genes and targets for drug
          discovery;

       -- our ability to expand the scope of our research into
          new areas of pharmaceutical, biotechnology and
          agricultural research;

       -- our collaborators' ability to develop diagnostic and
          therapeutic products from our drug discovery targets;
          and

       -- the successful clinical testing, regulatory approval
          and commercialization of such products.

"The time required to reach profitability is highly uncertain.
We may not achieve profitability on a sustained basis, if at
all.

"We will need additional funds in the future, which may not be
available to us.

"We have invested significant capital in our scientific and
business development activities. Our future capital requirements
will be substantial if we expand our operations and will depend
on many factors, including:

       -- the progress and scope of our collaborative and
          independent research and development projects;

       -- payments received under agreements with customers,
          collaborators and licensees;

       -- our ability to establish and maintain arrangements
          with customers, collaborators and licensees;

       -- the progress of the development and commercialization
          efforts under our collaborations and corporate
          agreements;

       -- the costs associated with obtaining access to samples
          and related information; and

       -- the costs involved in preparing, filing, prosecuting,
          maintaining and enforcing patent claims and other
          intellectual property rights.

"We anticipate that our current cash and cash equivalents,
short-term investments and funding to be received from
customers, collaborators and licensees will enable us to
maintain our currently planned operations for at least the next
12 months. Changes to our current operating plan may require us
to consume available capital resources significantly sooner than
we expect. If our capital resources are insufficient to meet
future capital requirements, we will have to raise additional
funds. We do not know if we will be able to raise sufficient
additional capital on acceptable terms, or at all. If we raise
additional capital by issuing equity or convertible debt
securities, our existing stockholders may experience substantial
dilution. If we fail to obtain adequate funds on reasonable
terms, we may have to curtail operations significantly or obtain
funds by entering into financing or collaborative agreements on
unattractive terms."


MARK NUTRITIONALS: Gets OK to Hire Gary Lane as Sales Consultant
----------------------------------------------------------------
Mark Nutritionals, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the Western District of Texas to
employ Gary Lane as a Sales Consultant.

The Debtor's C.E.O., Larry Cochran, has decided to hire a
professionals with a strong sales background to manage the sales
and marketing function of the Debtor.  Mr. Lane is a Partner and
Co-Founder of The Burke/Lane Group, providing sales and
marketing services.  He has been in the sales business since
1974 and is experienced in all methods of sales and marketing
procedures.

Mr. Lane's compensation will be fixed at $8,000 per month.  Mr.
Lane may ultimately seek a success fee or an equity in the
Debtor based on results or monetary investment, but no such fee
has been promised or agreed to at this time.

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


MEASUREMENT SPECIALTIES: Names CEO Frank Guidone as New Director
----------------------------------------------------------------
Measurement Specialties (Amex: MSS) announced Frank Guidone, the
Chief Executive Officer, has been added to the board of
directors.  Mr. Guidone was appointed CEO in June 2002, after he
was retained to lead the Company's restructuring efforts.

"I am very pleased with our progress and excited about the
prospects of the Company", commented Guidone. "I look forward to
continuing and expanding my involvement with the Company at the
board level."

Measurement Specialties is a designer and manufacturer of
sensors, and sensor-based consumer products. Measurement
Specialties produces a wide variety of sensors that use advanced
technologies to measure precise ranges of physical
characteristics, including pressure, motion, force,
displacement, angle, flow, and distance. Measurement Specialties
uses multiple advanced technologies, including piezoresistive,
application specific integrated circuits, micro-
electromechanical systems, piezopolymers, and strain gages to
allow their sensors to operate precisely and cost effectively.

                         *     *     *

              Liquidity and Going Concern Uncertainty

The Company has incurred a net loss of $29,047 for the year
ended March 31, 2002, a net loss of $6,744 for the six months
ended September 30, 2002 and anticipates incurring additional
losses for the next several quarters. From September 30, 2001
until October 31, 2002, the Company was in default of certain
financial covenants in its credit agreement and, as a result of
the restatement of previously issued financial statements, the
Company was also in default of certain financial covenants for
earlier periods. The Company sought, but did not obtain, a
waiver of such events of default from its lenders (see Note 10).

As a result of the significant losses for the last several
reporting periods and the Company's inability to make the
required payments under the Company's loan agreement, management
and the Board of Directors approved a restructuring program with
the aim of reducing costs, streamlining operations and
generating cash to repay the Company's lenders. As of March 31,
2002, excluding the effects of the Terraillon and Schaevitz UK
dispositions, the Company has reduced its workforce by 138
employees as compared to its workforce as of June 30, 2001.
Additionally, as of June 30, 2002, the Company had reduced its
workforce by an additional 49 employees as compared to its
workforce as of March 31, 2002. The Company expects this
workforce reduction to result in a cost savings of approximately
$5,000 for the fiscal year ending March 31, 2003. The Company is
currently examining the possibility of further workforce
reductions. In addition, the Company (i) discontinued its
operations in the United Kingdom, (ii) sold the assets related
to its silicon wafer fab manufacturing operations in Milpitas,
California, which were part of the Company's IC Sensors division
for approximately $5,250 in July 2002, (iii) sold all of the
outstanding stock of Terraillon Holdings Limited, the Company's
European subsidiary, for approximately $22,300, and (iv)
consolidated Valley Forge operations to Hampton. Approximately
$2,282 of the Terraillon sales price will be held in escrow
until January 24, 2003 to secure payment of certain purchase
price adjustments, if any, or any right of the purchaser to set
off as a result of breaches of the Company's representations and
warranties in the stock purchase agreement. Of the $2,282 held
in escrow, the Company has assumed that a portion of the escrow
will be used to satisfy certain purchase price adjustments. The
gain on sale reflects these anticipated purchase price
adjustments.

The Company is currently in the process of responding to the
claims made in the class action lawsuit. The Company intends to
defend the foregoing lawsuit vigorously, but cannot predict the
outcome and is not currently able to evaluate the likelihood of
its success or the range of potential loss, if any. However, if
the Company were to lose this lawsuit, the judgment would likely
have a material adverse effect on its consolidated financial
position, results of operations and cash flows. The Company has
Directors and Officers insurance policies that provide an
aggregate coverage of $10,000 for the period during which the
lawsuit was filed, but cannot evaluate at this time whether such
coverage will be available or adequate to cover losses, if any,
arising out of this lawsuit.

The Company is also the subject of a formal investigation being
conducted by the Division of Enforcement of the United States
Securities and Exchange Commission related to matters reported
in the Company's quarterly report on Form 10-Q for the quarter
ended December 31, 2001. The United States Attorney for the
District of New Jersey is also conducting an inquiry into the
matters being investigated by the SEC. In addition, the trading
of the Company's common stock on the American Stock Exchange was
suspended from July 15, 2002 until November 1, 2002. On
August 21, 2002, the Company received a letter from the AMEX
indicating that it no longer complied with AMEX listing
guidelines due to the Company's failure to furnish certain
reports and information to shareholders and that the Company's
common stock is, therefore, subject to being delisted from
the AMEX. The hearing with the AMEX to appeal the determination
of the AMEX to delist the Company's common stock has been
postponed indefinitely.

These factors raise substantial doubt about the Company's
ability to continue as a going concern. The Company has been
pursuing and will continue to pursue, among other initiatives,
i) negotiating with an asset based lender regarding a revolving
credit facility, ii) seeking additional sales opportunities
within its core business, iii) reducing expenses to a level that
would provide the Company with sufficient cash flow to meet its
obligations, and/or iv) a combination of any of the foregoing.
Although there can be no assurances that the Company will be
able to achieve any of the foregoing initiatives, the financial
statements included in this report do not contain any
adjustments that might be necessary if the Company is unable to
continue as a going concern.


METRIS COS.: S&P Drops Long-Term Counterparty Credit Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating and senior debt rating on Metris Cos.
Inc., to 'B' from 'B+'. Standard & Poor's also lowered the
Minnetonka, Minnesota-based credit card company's subordinated
debt rating to 'CCC+' from 'B-'. The outlook on Metris is
negative.

The downgrade reflects Standard & Poor's concerns that Metris'
funding alternatives are under increasing pressure, as
management continues to shrink deposits in its bank subsidiary
and the ratings of many of its ABS have been downgraded. Metris
has maintained strong reserves against its retained interests in
its securitizations, as well as a strong capital position. In
third-quarter 2002, the company's profitability approached
breakeven after a sizable loss in the second quarter.

"However, despite these positives, loan losses remain at
elevated levels, and the ratings downgrades of Metris' ABS could
make future securitizations more problematic," said credit
analyst Daniel Martin.

The company has stated that it is taking actions to improve the
portfolio's performance. Metris uses secured bank facilities in
addition to public-term securitizations as funding sources. The
secured bank and conduit facilities are up for renewal within
the coming year, and the company is working on various
initiatives to address these renewals.


MICRON TECH: S&P Ratchets Corporate Credit Rating Down to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Micron Technology Inc., to 'B+' from 'BB-'. The action
reflects profitability pressures in the semiconductor memory
industry and expectations that market conditions are likely to
remain challenging over the intermediate term.

Micron, based in Boise, Idaho, had about $601 million of debt
and capitalized leases at November 30, 2002. The outlook is
stable.

In the highly volatile semiconductor memory market, Micron is
the second-largest supplier of "dynamic random access memory"
chips in the world and has conservative financial policies.
Micron is expected to retain its strong position in the industry
through the course of the business cycle.

"We believe that Micron's competitive position will not weaken
significantly from recent levels, that operating performance
will stabilize, and that financial flexibility will suffice for
intermediate-term operational requirements," said Standard &
Poor's credit analyst Bruce Hyman.

The industry is in transition to double data rate memory from
the current synchronous DRAM technology. Micron is now
accelerating its technology and product transitions, while the
company is also updating a former Toshiba Corp. (BBB-Negative/A-
3) factory to Micron's processes.

Weak operating profitability and negative free cash flows could
continue over the intermediate term. Micron does not have a
revolving credit agreement.


MOSAIC GROUP: Commences Restructuring Under CCAA in Canada
----------------------------------------------------------
Following the completion of proceedings before the Ontario
Superior Court of Justice later that day, Mosaic Group Inc.,
(TSX:MGX) has obtained a court Order under the Companies'
Creditors Arrangement Act in Canada to initiate the
restructuring of its debt obligations and capital structure.
Additionally, certain of Mosaic's US Subsidiaries commenced
proceedings for reorganization under Chapter 11 of the United
States bankruptcy code in the United States Bankruptcy Court for
the Northern District of Texas in Dallas.

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


MOSAIC GROUP: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Mosaic Group (US) Inc.
             4275 Kellway Cir., Suite 132
             Addison, Texas 75001

Bankruptcy Case No.: 02-81440

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Mosaic Sales Solutions (I) Inc.            02-81442
     Mosaic Sales Solutions (III) L.P.          02-81443
     Mosaic Sales Solutions (III) (LP) Inc.     02-81444
     Mosaic Sales Solutions (III) (GP) Inc      02-81445
     Mosaic Prepaid Solutions Inc.              02-81446
     Mosaic Performance Solutions Inc.          02-81447
     Mosaic Group (US) Partnership              02-81448
     Mosaic Sales Solutions (II) Inc.           02-81440

Type of Business: World-leading provider of results-driven,
                  measurable marketing solutions for global
                  brands.

Chapter 11 Petition Date: December 17, 2002

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Charles R. Gibbs, Esq.
                  Akin, Gump, Strauss, Hauer & Feld
                  1700 Pacific, Suite 4100
                  Dallas, TX 75201
                  Tel: 214-969-2800

                         -and-

                  David H. Botter, Esq.
                  Akin, Gump, Strauss, Hauer & Feld
                  590 Madison Ave.
                  New York, NY 10022
                  Tel: 212-872-1055

                         -and-

                  David P. Simonds, Esq.
                  Akin, Gump, Strauss, Hauer & Feld
                  2029 Century Park E., Suite 2400
                  Los Angeles, CA 90067
                  Tel: 310-552-6692

                        Estimated Assets:     Estimated Debts:
                        -----------------     ----------------
Mosaic Group (US) Inc.  $50 to $100 Mill.     $50 to $100 Mill.
Mosaic Sales Solutions  $10 to $50 Mill.      $50 to $100 Mill.
(I) Inc.
Mosaic Sales Solutions  $10 to $50 Mill.      $10 to $50 Mill.
(III) L.P.
Mosaic Sales Solutions  $10 to $50 Mill.      $$10 to $50 Mill.
(III) (LP) Inc
Mosaic Sales Solutions  $100K to $500K        $100K to $500K
(III) (GP) Inc
Mosaic Prepaid          $100K to $500K        $0 to $50K
Solutions Inc.
Mosaic Performance      More than $100MM      More than $100MM
Solutions Inc.
Mosaic Group (US)       $1 to $10 Mill.       $0 to $50K
Partnership


A. Mosaic Group (US) Inc.'s 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Prudential Insurance    Bond Debt              $35,000,000
Co. of America             (as Guarantors)
Attn: Suzanne Lui, Esq.
c/o Prudential Capital Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036
Fax: 212-626-2077

PPM America, Inc.           Bond Debt              $12,000,000
Attn: Chris Raub            (as Guarantors)
225 West Wacker Drive,
Suite 1200
Chicago, IL 60606-1225
Tel: 312-634-2504
Fax: 312-634-0054

Nationwide Life Insurance   Bond Debt              $10,000,000
Company                    (as Guarantors)
Attn: Corporate Fixed Income
Securities
One Nationwide Plaza
(1-33-05)
Columbus, OH 43215-2220

B. Mosaic Sales Solutions (I) Inc.'s Largest Unsec. Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Prudential Insurance    Bond Debt              $35,000,000
Company of America          (as Guarantors)
c/o Prudential Capital
Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036
Fax: 212-626-2077

PPM America, Inc.           Bond Debt (as          $12,000,000
Attn: Chris Raub            Guarantors)
225 West Wacker Drive,
Suite 1200
Chicago, IL 60606-1225
Tel: 312-634-2504
Fax: 312-634-0054

Nationwide Life Insurance   Bond Debt              $10,000,000
Company                    (as Guarantors)
Attn: Corporate Fixed Income
Securities
One Nationwide Plaza (1-33-05)
Columbus, OH 43215-2220

A Three                     Trade                     $178,208

Mass Connections            Trade                     $139,468

Trade Dimensions            Trade                      $79,719

Demo Deluxe                 Trade                      $69,054

KDS Marketing               Trade                      $55,437

Wakefern                    Trade                      $54,100

New Concepts in Marketing   Trade                      $52,989

Bi-Lo                       Trade                      $46,620

Promotional Staffing        Trade                      $24,731
Services Team

Destiny Talent              Trade                      $23,731

Ralphs                      Trade                      $22,165

Penn Traffic                Trade                      $18,017

Shaws Supermarkets          Trade                      $14,722

Wegmans Food Markets        Trade                      $14,545

Quality Demos               Trade                      $14,212

IMS                         Trade                      $13,330

Encore Services             Trade                      $12,044


C. Mosaic Sales Solutions (III) L.P.'s Largest Unsec.
   Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Color Arts                  Trade                      $27,973

The Jolesch Group           Trade                      $14,481

Transfair/Transgroup        Trade                      $10,048

Bob Lilly Professional      Trade                       $8,787
Promo

PSG Marketing               Trade                       $7,383

CDW Computer Centers        Trade                       $6,094

Inner Space                 Trade                       $6,041

Shurgard                    Trade                       $2,037

Federal Express             Trade                       $1,779

Staples                     Trade                         $568

BB & G                      Trade                         $371

Miller Ice Company          Trade                         $362

Skytel                      Trade                         $305

Mark Mitton                 Trade                         $278

Dona Whisman                Trade                         $270

2 Cool Web Hosting & Design Trade                         $259

Office Depot                Trade                         $255

Neopost Leasing             Trade                         $246

Olmsted-Kirk Paper Co.      Trade                         $121

Avaya                       Trade                         $104


D. Mosaic Performance Solutions Inc.'s Largest Unsec.
   Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Prudential Insurance    Bond Debt              $35,000,000
Company of America          (as Guarantors)
c/o Prudential Capital
Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036
Fax: 212-626-2077

PPM America, Inc.           Bond Debt (as          $12,000,000
Attn: Chris Raub            Guarantors)
225 West Wacker Drive,
Suite 1200
Chicago, IL 60606-1225
Tel: 312-634-2504
Fax: 312-634-0054

Nationwide Life Insurance   Bond Debt              $10,000,000
Company                    (as Guarantors)
Attn: Corporate Fixed Income
Securities
One Nationwide Plaza (1-33-05)
Columbus, OH 43215-2220

AT&T Wireless Services,     Arbitration             $1,000,000
Inc.                       (subject to setoff)
Attn: Jerry Bealert
500 Winderly Place
Maitland, FL 32751
Tel: 407-659-4420

SR&J                        Trade Debt                $500,000
Attn: Steve Higgins
Academy Road Winnipeg
Manitoba R3N OE8
Canada
Tel: 204-487-5990

The Specialists Ltd.        Trade Debt                $491,643
Attn: Kim Fitzgerald
1200 Harbor Blvd., 9th Fl.
Weehawken, NJ 07087
Tel: 201-865-5800
Fax: 201-867-2450

Financial Marketing Inc.    Trade Debt                $450,000
Attn: Craig Mead
4481 Legendary Drive,
Suite 150
Destin, FL 32541
Tel: 850-654-1200

Executive Park, LLC         Trade Debt                $361,071
Attn: Anthony Corrao
220 East 42nd Street, 26th
Floor
New York, NY 10017
Tel: 201-585-9184

Customer Linx               Trade Debt                $350,000
Attn: Patty Benitez
1800 Diagonal Street Suite
140
Alexandria, VA 22314
Tel: 888-858-8849
Fax: 580-931-8825

Metron Digital Services,    Trade Debt                $350,000
Inc.
Attn: Al Hensley
191 Metron Center Way
Knoxville, TN 37919
Tel: 865-691-9753

Knowledge Base marketing    Trade Debt                $235,037

TeleSpectrum Worldwide,     Trade Debt                $200,000
Inc.

Inteleservices              Trade Debt                $136,821

Equifax Marketing Services  Trade Debt                $122,041

Infodirect                  Trade Debt                $102,972

Protocol                    Trade Debt                $100,000

Group One Networks          Trade Debt                 $81,534

Horah Direct                Trade Debt                 $72,161

Audiovox                    Trade                      $60,533

TCI - Jetco                 Trade Debt                 $56,557


E. Mosaic Sales Solutions (II) Inc.'s Largest Unsec. Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Prudential Insurance    Bond Debt              $35,000,000
Co. of America             (as Guarantors)
Attn: Suzanne Lui, Esq.
c/o Prudential Capital Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036
Fax: 212-626-2077

PPM America, Inc.           Bond Debt              $12,000,000
Attn: Chris Raub            (as Guarantors)
225 West Wacker Drive,
Suite 1200
Chicago, IL 60606-1225
Tel: 312-634-2504
Fax: 312-634-0054

Nationwide Life Insurance   Bond Debt              $10,000,000
Company                    (as Guarantors)
Attn: Corporate Fixed Income
Securities
One Nationwide Plaza
(1-33-05)
Columbus, OH 43215-2220

The RAM Group, Inc.         Computer Purchase         $470,991
3280 Langstaff Road
Vanughan, Ontario, Canada
L4K 4B6

American Express            Trade                     $153,170

Aetna US Healthcare         Trade                      $96,261

WFS-Financial Inc.          Trade                      $41,542

A&R Kaliman Realty, LP      Trade                      $40,129

WorldCom                    Trade                      $33,886

Cable & Wireless USA, Inc.  Trade                      $29,787

The Jolesch Group           Trade                      $26,575

Resulte Universal           Trade                      $18,000

Federal Express             Trade                      $15,576

NEX Innovations             Trade                      $15,494

Handro Management Corp.     Trade                      $10,475

Lincoln Printing & Graphics Trade                       $9,675

Advance Business Graphics   Trade                       $9,648

ACT Communications          Trade                       $9,609

ADP Inc.                    Trade                       $9,196

Raindance Communications,   Trade                       $8,245
Inc.


MOTO PHOTO: Selling Substantially All Assets to MOTO Franchise
--------------------------------------------------------------
Moto Photo, Inc., filed a motion with the U.S. Bankruptcy Court
for the Southern District of Ohio seeking to sell, pursuant to a
Purchase Agreement, substantially all of its assets to MOTO
Franchise Corp., subject to higher and better bids.

MOTO Franchise will acquire substantially all assets of the
Debtor, except for cash, cash equivalents, prepaid expenses, and
fixed assets and lease-hold interests in any company-owned
stores. The purchase price is $2.75 million subject to certain
adjustments, plus $15,000 for each company store sold as a
franchise after June 30, 2002 until the closing, plus an earn-
out of up to $300,000 based on increases in gross revenue over a
three-year period.

Competing bids must be received with the Bankruptcy Court before
January 11, 2003. The bids must offer the Debtor with an offer
at least $95,000 in excess of the Purchase Price and bidders
must provide evidence of financial ability to consummate the
purchase.

The hearing on the motion to sell, at which additional competing
bids may be made at increments of $40,000, will be held on
January 21, 2003 at 10:00 a.m.

Moto Photo Inc., is a franchisor and operator of 307 one-hour
photofinishing stores and portrait studios in the U.S. and
Canada. The company filed for Chapter 11 protection on
November 25, 2002. Anne M. Frayne, Esq., at Myers & Frayne Co.,
L.P.A., represents the Debtor in its liquidating efforts. As of
June 30, 2002, Moto Photo listed total assets of $5.5 million
and total debts of $12.6 million.


NATIONSRENT INC: Wants to Reject Ziegler Stock Purchase Pact
------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates want to walk away
from a stock purchase agreement and two promissory notes they
entered into with James and Nancy Ziegler.

Michael J. Merchant, Esq., Richards, Layton & Finger, explains
that, after reviewing the agreements as well as the Court's
prior rulings in the Ziegler case, the Debtors have realized
that the costs of further litigation, including the costs and
expenses associated with the preparation of written arguments
the Court may request, outweighs any potential benefit they or
their estates may get.  Mr. Merchant also points out that the
Court has indicated that it may require them to assume or reject
the agreements in the near future -- well before the
confirmation of a plan or plans of reorganization in these
cases.  So, the Debtors decided to reject the agreements now.

The Debtors and the Zieglers are in the middle of a court action
with respect to the stock purchase agreement and the promissory
notes.  The Debtors want to impose the non-compete covenants
provided under the stock purchase agreements, which the Zieglers
allegedly violated.  The Zieglers contest the validity and
enforceability of the non-compete covenants in view of the
Debtors' default on their payment obligations under the
agreements.

Mr. Merchant further mentions that the Court has asked both
parties to submit written arguments regarding whether the
subordination provisions in the promissory notes are enforceable
against the Zieglers in the event that the Debtors determine to
assume the agreements.  In his statement, Judge Walsh also asked
both parties to address whether:

      "th[e] Court [can] modify the covenant as to scope or
      duration if I find that the subordination provision
      effectively denies the movants of their entitlement
      to the $2.5 million."

Based on that, the Debtors believe that they will resolve the
matter if they reject the agreements.

According to Mr. Merchant, in December 1999, the Debtors entered
into a series of agreements with James and Nancy Ziegler for the
purchase of the Zieglers' equipment rental business, Rental
City, Inc., in Colorado.  As part of this purchase, the parties
inked a stock purchase agreement wherein the Zieglers conveyed
to the Debtors all of their outstanding shares in Rental City.
The Zieglers are the sole shareholders of Rental City.  Mr.
Merchant notes that the stock purchase agreement contains a
provision prohibiting the Zieglers from competing with the
Debtors for five years from the closing of the purchase.  The
time period has not yet expired.

The Debtors are also obligated to the Zieglers pursuant to the
promissory notes they entered into on December 14, 1999.  One
promissory note is between the Debtors and James Ziegler and the
second is with Nancy Ziegler.  Pursuant to the promissory notes,
the Debtors agreed to pay each of the Zieglers $1,250,000 plus
interest in quarterly payments beginning in March 2000.  The
promissory notes, however, are subordinated to certain of the
Debtors' other outstanding prepetition debt.

Mr. Merchant recounts that, in one of the hearings on the
lawsuit on August 29, 2002, the Court has indicated that the
stock purchase agreement and the promissory notes are integrated
and that the Debtors must assume or reject the agreements
together. In another instance, the Debtors and the Zieglers had
agreed to continue the hearing on their lawsuit until
December 5, 2002. Both parties have intended to resolve the
dispute without further Court involvement.  But their efforts
did not meet with any success. (NationsRent Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that NationsRent Inc.'s 10.375% bonds due
2008 (NRNT08USR1) are trading at a penny on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for real-time bond pricing.


NETIA HOLDINGS: Sets Price for Issuance of Series H Shares
----------------------------------------------------------
Netia Holdings S.A., (WSE:NET) Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that its Management and
Supervisory Boards adopted the resolutions setting forth the
terms of the offering of its series H shares.

The offering price of series H shares was set at PLN 1.0826241
per share. The subscription for series H shares will open on
December 20, 2002 at 8:00 a.m. CET and close on December 20,
2002, at 6:00 p.m. CET or immediately after subscription by all
eligible parties.

The issuance of series H shares is one of the final steps in the
implementation of the ongoing financial restructuring of Netia.

Netia Holdings SA's 13.50% bonds due 2009 (NETH09NLN2) are
trading at about 17 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09NLN2
for real-time bond pricing.


NEXELL: Files Certificate of Dissolution in Delaware
----------------------------------------------------
Nexell Therapeutics Inc., (OTCBB:NEXL) filed a Certificate of
Dissolution with the Secretary of State of Delaware. Pursuant to
the Company's Plan of Complete Liquidation and Dissolution
adopted by the Board of Directors on October 16, 2002, and
authorized and approved on November 22, 2002, by written consent
of an affiliate of Baxter Healthcare Corporation, which
affiliate is the holder of a majority of the Company's common
stock, a cash distribution of $0.05 per share will be made on or
about December 23, 2002, to common stockholders of record on
December 18, 2002, other than the Baxter affiliate.

As the Company's sole preferred stockholder the Baxter affiliate
will receive substantially all of the remaining assets of the
Company, other than a contingency reserve to satisfy current and
anticipated liabilities, in partial satisfaction of its
liquidation preference. Pursuant to the Plan of Complete
Liquidation and Dissolution, the Company will establish a
liquidating trust by year end to which will be contributed any
assets not distributed to the stockholders.

At the close of business on December 18, 2002, the Company's
stock transfer books will be closed, certificates representing
the Company's common stock and preferred stock will not be
assignable or transferable except by will, intestate succession
or operation of law, and the common stock and preferred stock
will be treated as no longer being outstanding.

                           *     *     *

                   Liquidity and Capital Resources

The Company is in the process of winding down all of its
operations and its Board of Directors has approved a plan of
liquidation.  The Company announced on May 15, 2002 that
Nexell's Board of Directors had authorized management
immediately to begin the orderly wind-down of Nexell's
operations, including a headcount reduction from 23 permanent,
full-time employees to three employees (since decreased to two
due to a voluntary resignation).  In reaching its decision that
a wind-down would be in the best interests of Nexell, the Board
considered a number of factors, including the Company's
financial condition, prevailing economic and industry
conditions, and lengthy and unsuccessful efforts to raise
capital or effect a business combination or sale of assets.  The
Company considered alternatives available to it in effecting the
wind-down including liquidation or reorganization under the
federal bankruptcy code, dissolution under Delaware law or other
process or transaction.  In any such procedure or transaction,
in light of the liquidation preference of Nexell's outstanding
Series A and Series B Preferred Stock in the aggregate amount of
approximately $152 million, absent the consent of the preferred
shareholders there would be no remaining value available for
distribution to the holders of Common Stock. Baxter and its
affiliates, which hold all of the Preferred Stock, have agreed
to consent to a cash distribution to the holders of Common Stock
in connection with the liquidation and dissolution of the
Company under Delaware law.  On October 17, 2002 the Company
announced that its Board of Directors had adopted a plan to
liquidate and dissolve the Company. Based on current
information, including information regarding creditor claims,
estimated expenses and the Company's cash resources, the Company
anticipates that the cash distribution to common stockholders,
which will exclude Baxter and its affiliates, will be $0.05 per
share (but not to exceed an aggregate of $872,026 to all such
holders of Common Stock).

The Company had $2,970,000 in cash and cash equivalents as of
September 30, 2002 as compared to $5,092,000 as of December 31,
2001. Working capital was $672,000 at September 30, 2002 as
compared to $4,013,000 at December 31, 2001. The $2,122,000
decrease in cash and cash equivalents in the first nine months
of 2002 primarily resulted from cash used in operating
activities of $4,816,000 partially offset by cash provided by
investing activities of $2,694,000. The decrease in working
capital of $3,341,000 was primarily a result of the decline in
cash and other current assets, including the impact of
impairment charges on other current assets.

Net cash used in operations was $4,816,000 in the first nine
months of 2002 compared to $7,921,000 in the first nine months
of 2001, a decrease of $3,105,000. While the net loss increased
by $14,147,000 this was primarily the result of a non cash asset
impairment charge of $33,592,000 in 2002 versus $2,637,000 in
the prior year. This was partially offset by a decrease in non
cash depreciation and amortization and an increase in the use of
cash related to operating assets and liabilities, principally
the result of the Company's efforts to pay creditors subsequent
to the decision to wind down operations.

Net cash provided by investing activities was $2,694,000 in the
first nine months of 2002 compared to $2,064,000 in the first
nine months of 2001. This difference was principally the result
of cash proceeds from the sale of fixed assets after the
decision to wind down operations and the lower level of fixed
asset additions in 2002.

Net cash provided by financing activities was $2,282,000 in the
nine months ended September 30, 2001 compared to zero in the
nine months ended September 30, 2002. Cash provided by financing
activities in the first nine months of 2001 consisted of net
proceeds from the issuance of common stock to an investor of
$3,895,000 partially offset by payments on capital lease
obligations of $417,000, preferred dividend payments of $945,000
and dividend payments of $251,000 to minority shareholders of a
subsidiary. The capital lease was cancelled as a result of the
Toolbox Transaction and, accordingly, cash outflows related to
these obligations will not recur in future periods and no equity
proceeds were received nor were any dividends paid in the first
nine months of 2002.

Cash dividends are payable on the Company's Series B Preferred
Stock at the rate of 3% of the liquidation preference, payable
semi-annually and are approximately $1,890,000 per year. The
Company elected not to declare or pay the dividends which were
due on May 24, 2002. Penalties accrue at an annual rate of 6% on
such unpaid dividends. At September 30, 2002, the Company has
accrued but unpaid preferred dividends, including penalties, of
$1,629,000. Pursuant to the Process Agreement dated October 16,
2002 among the Company, Baxter and Baxter International Inc.,
Baxter has agreed that any rights it might have arising from any
unpaid past, present or future dividends with respect to the
Series B Preferred Stock will not prevent the distribution to
holders of Common Stock and other transactions expressly
contemplated by the plan of liquidation and dissolution.

During the third quarter of 2001, the Company implemented a
severance, retention and performance bonus policy which
superseded all such programs previously in effect. Under this
policy, maximum cash severance and related payments of
approximately $311,000 and maximum performance and other bonuses
of approximately $446,000 could have been payable in the future.
Such amounts would be payable under certain conditions in the
event of an employee's termination without cause and/or
achievement of specific performance objectives. In addition,
retention bonuses totaling $553,000 were earned on December 31,
2001 under this policy with payments made in January 2002. As a
result of the determination to wind-down the Company's
operations, no performance bonuses will be paid and maximum
future severance, vacation and related payments are anticipated
to be $173,000. Such amounts have fully vested and are payable
on termination of employment. Retention bonuses totaling $72,000
were earned by the remaining two employees as of September 30,
2002 and were paid in October 2002.

The Company expects to incur additional costs related to the
wind down of operations in future periods that may have an
adverse impact on future liquidity. Such costs include but are
not limited to continued salary and other normal operating
costs, lease termination fees under noncancellable operating
leases, legal, accounting and consulting costs and SEC and other
regulatory and government compliance costs. The Company
believes, based on current information and estimates, that cash
on hand combined with any proceeds from the liquidation of
remaining assets, would be sufficient to fund the wind down of
operations and meet creditor obligations while financing the
projected distribution to common shareholders. Pursuant to the
plan of liquidation and dissolution, the Company has established
a contingency reserve in the amount of $2,720,767 to satisfy
current and anticipated liabilities. It is anticipated that any
unexpended amounts remaining in the contingency reserve will be
transferred by December 31, 2002 to a liquidating trust
established for the benefit of the Company's preferred
stockholder.


NORTHWEST BIOTHERAPEUTICS: Nasdaq Will Delist Shares on Monday
--------------------------------------------------------------
Northwest Biotherapeutics, Inc., (Nasdaq: NWBT) has received
notice from the Nasdaq National Market that its common stock
will be delisted from Nasdaq at the close of trading on
December 23, 2002. The Company expects its common stock to begin
trading on the OTC Bulletin Board on December 24, 2002.

The Nasdaq delisting is occurring because the Company is out of
compliance with Marketplace Rule 4450(a)(3), which requires that
the Company maintain minimum stockholders' equity of at least
$10 million. In addition, the Company's shares do not meet the
minimum bid price requirement of one dollar per share as set
forth in Marketplace Rule 4450(a)(5) and the Company's "public
float" is not in compliance with the $5 million requirement
contained in Marketplace Rule 4450(a)(2).

The Company previously received a notice from Nasdaq documenting
each of these listing deficiencies. At that time, the Company
was asked to submit a plan for how it intended to regain
compliance with the listing requirements contained in the
Marketplace Rules. The Company has been in discussions with
Nasdaq concerning the listing deficiencies, but has not been
successful in its efforts to reassure Nasdaq that it will regain
compliance with the listing requirements. Accordingly, Nasdaq
has determined to delist the Company's common stock. Although
the Company has 7 days to appeal the listing determination, the
Company does not believe it has any reasonable basis for
challenging the delisting determination, and therefore does not
intend to appeal the decision.

The Company also announced the resignation of C. William
Schneider from its Board of Directors, effective immediately.
Mr. Schneider had served as a director and the Company's
Treasurer since the Company's formation, and served as its
secretary from formation to August 2001. "Bill Schneider has
been a great resource for this Company," said Daniel O. Wilds,
Chairman, President and Chief Executive Officer. "We are
saddened by his decision to step down, but we wish him well in
his future endeavors."

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

                          *   *   *

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


NOVA CHEMICALS: Industry Weakness Spurs S&P Cut Rating to BB+
-------------------------------------------------------------
Standard & Poor's lowered its ratings, including the long-term
corporate credit rating to 'BB+' from 'BBB-', on NOVA Chemicals
Corp., due to industry weakness. The outlook is stable.

"The ratings actions reflect the potential that improvements in
NOVA's financial performance may be delayed due to current
weakness in the key petrochemical sectors that the company
participates in," said Standard & Poor's credit analyst Kenton
Freitag.

The ratings also reflect NOVA's average business profile, with a
low-cost position in the production of ethylene and
polyethylene. The ratings are offset by the weak performance of
its styrenics business and high, although declining, leverage.

Pittsburgh, Pennsylvania-based NOVA, which generated revenues of
US$3.2 billion in fiscal 2001, has positions in two
petrochemical sectors (ethylene and polyethylene, and
styrenics), and a 38% equity interest in methanol producer,
Methanex. The contributions from NOVA's ethylene and
polyethylene business have suffered in the past two years in
line with the cyclical industry conditions. Near-term prospects
remain uncertain. Nevertheless, the fundamental cost
competitiveness is still intact and the business is well
positioned to benefit from an eventual industry recovery. In
contrast, the company's styrene and polystyrene business has
consistently suffered losses or weak returns related to poor
industry fundamentals, unfavorable contractual commitments, and
the lack of a cost advantage. This division has increased NOVA's
sensitivity to the volatile petrochemical cycle.

As of September 30, 2002, NOVA had total debt of US$1.7 billion,
which included US$270 million of capitalized operating leases
and US$173 million of securitized receivables. Total debt to
capital stood at 51%. The company's leverage is the result of
its internal expansion of its ethylene and polyethylene
facilities, as well as acquisitions in the late 1990s. A deeper
and more extended industry cycle delayed improvements in the
balance sheet. Nonetheless, NOVA has remained committed to
reducing debt levels and, despite challenging operating
conditions, has reduced debt by about US$280 million in the past
nine months. Further debt reduction is expected in 2003.

Twelve-month rolling EBITDA coverage of interest and preferred
dividends is about 1.5x, although coverage levels are now
trending upward and are expected to be around 4.0x in the medium
term. The company has benefited from good free cash flow
generation reflecting strong working-capital management, tax
refunds, and minimal capital expenditures due to its modern
facilities.


NOVA CHEMICALS: Reiterates Commitment to Reducing Debt Levels
-------------------------------------------------------------
NOVA Chemicals (NYSE:NCX)(TSX:NCX) confirmed that Standard &
Poor's lowered their corporate credit rating to BB+, from BBB-.
At the same time, S&P changed NOVA Chemicals' outlook from
negative to stable.

S&P stated, "The ratings actions reflect the potential that
improvements in NOVA's financial performance may be delayed due
to current weakness in the key petrochemical sectors that the
company participates in."

S&P indicated that NOVA Chemicals' fundamental cost
competitiveness is still intact and the company is well
positioned to benefit from an eventual industry recovery. S&P
also said, "NOVA has remained committed to reducing debt levels
and, despite challenging operating conditions, has reduced debt
by about US$280 million in the past nine months... The company
has benefited from good free cash flow generation, reflecting
strong working capital management, tax refunds, and minimal
capital expenditures due to its modern facilities."

Jeffrey M. Lipton, President and Chief Executive Officer
responded, "We agree that the fourth quarter market environment
is weaker than the third quarter. In fact, our operating results
look now to be down from the third quarter, and just slightly
weaker than the second quarter. However, we, like many economic
forecasters believe we will see improvement in GDP, and more
importantly Industrial Production, beginning in the first
quarter of 2003, with quarter-by-quarter improvements through
the year. We have found that NOVA Chemicals' net income
correlates strongly with Industrial Production and are very
confident our profits and cash flow will improve with economic
growth."

Lipton continued, "We remain committed to debt reduction beyond
the $280M we delivered over the last nine months. S&P's rating
change will have no material impact on any of our operations. We
have no debt covenants or other triggers attached to our debt
ratings."

NOVA Chemicals is a focused, commodity chemical company
producing styrenics and olefins/polyolefins at 18 locations in
the United States, Canada, France, the Netherlands and the
United Kingdom. NOVA Chemicals Corporation also owns 38 percent
of Methanex Corporation, the world's largest and lowest-cost
producer of methanol. NOVA Chemicals Corporation shares trade on
the Toronto and New York exchanges under the trading symbol NCX.

Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com


ONCOR INC: Reaches Claims Settlement with Ventana Medical
---------------------------------------------------------
Ventana Medical Systems Inc. (Nasdaq:VMSI), announced that a
settlement had been reached between the company and Oncor Inc.,
in connection with Ventana's claims in the United States
Bankruptcy Court of the District of Delaware titled IN RE ONCOR,
INC., No. 9-437 (JJF). Ventana received $900,000 in December
2002, under the terms of the settlement.

"We are pleased to have satisfactorily resolved this matter in
line with our previous expectations," commented Christopher
Gleeson, Ventana's president and CEO.

Ventana develops, manufactures and markets instrument/reagent
systems that automate tissue preparation and slide staining in
clinical histology and drug discovery laboratories worldwide.
Ventana's clinical systems are important tools used in the
diagnosis and treatment of cancer and infectious diseases.
Ventana's drug discovery systems are used to accelerate the
discovery of new drug targets and evaluate the safety of new
drug compounds.

Visit the Ventana Medical Systems Inc., Web site at
http://www.ventanamed.com

The Molecular Discovery Systems Division has its own Web site at
http://www.ventanadiscovery.com


ORGANOGENESIS INC: Resumes Shipping Apligraf Product to Novartis
----------------------------------------------------------------
Organogenesis Inc., has resumed shipment of Apligraf(R) living
skin substitute, the Company's lead product, to its Apligraf
marketing partner, Novartis Pharma AG. Novartis, in turn, has
resumed the supply of Apligraf to physicians and hospitals for
treatment of patients with venous leg and diabetic foot ulcers.

Organogenesis previously announced that it settled all
outstanding disputes with Novartis under an agreement that will
return Apligraf marketing and trademark rights to Organogenesis
after a transition period during which Novartis will continue to
distribute and sell the product until June 17, 2003. The
Bankruptcy Court presiding over the Company's Chapter 11 case
has approved this settlement and a related $3 million debtor-in-
possession financing facility from Novartis for Organogenesis.

Gary S. Gillheeney, Chief Operating Officer of the Company,
said, "We are very grateful that Apligraf is again available to
patients. We and Novartis appreciate the importance of Apligraf
to patients' health."

Novartis has established a hotline to answer questions, and to
assist hospitals and physicians to reorder and receive Apligraf.
The hotline number is 888-432-5232.

Organogenesis was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells. Apligraf, the Company's principal product, a living, bi-
layered skin substitute, has received FDA approval for the
treatment of diabetic foot ulcers and venous leg ulcers.


ORMET CORP: S&P Junks Credit Rating Amid Liquidity Concerns
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ormet Corporation to triple-'C' from single-'B' due to
third quarter financial performance being below Standard &
Poor's expectations, continued weak industry fundamentals, and
liquidity concerns.

Ormet is a small, integrated producer of primary aluminum and
fabricated aluminum products. The outlook is negative.

"During the third quarter, higher costs, largely due to
increased power costs, caused deterioration in financial
performance and liquidity compared to the first and second
quarters of 2002," said Standard & Poor's credit analyst
Dominick D'Ascoli.

Adjusted EBITDA for the third quarter ended Sept. 30, 2002, was
slightly positive. The company has implemented cost-cutting
measures from which they expect to save $7 million annually.
Nevertheless, without market improvement, Ormet faces serious
upcoming liquidity concerns. Under its present revolving credit
agreement, Ormet must maintain a certain levels of minimum
excess availability after payment of interest under its senior
notes. A high degree of uncertainty exists with the company's
ability to meet its interest payment under the senior notes
during February and March 2002. The company is exploring its
options and alternatives to raise funds to meet ongoing capital
and debt service obligations.

Further deterioration of the company's liquidity may result in a
downgrade.


OWENS & MINOR: S&P Ups Corp. Credit & Bank Loan Ratings to BB+
--------------------------------------------------------------
Standard & Poor's raised its corporate credit and bank loan
ratings on medical supply company Owens & Minor Inc., to 'BB+'
from 'BB'. At the same time, the outlook on the company was
revised to stable from positive. The upgrade reflects Owens &
Minor's improved operating efficiency and continued debt
reduction.

Owens & Minor, based in Richmond, Virginia, has restructured its
internal operations in a way that will allow it to more
efficiently interact with both manufacturers and hospitals and
better manage its working capital requirements.

"A new receivables system and increased internal credit
requirements for customers have allowed for faster collections
and the reduction of bad debt," said Standard & Poor's credit
analyst Jordan C. Grant. "What's more, ongoing process
improvements at the warehouse level have continued to drive
productivity and raise levels of customer satisfaction."

Nevertheless, strong pricing pressures limit improvement in
profitability. The company also faces risks presented by the
considerable consolidation in the industry and the presence of
well-entrenched manufacturer/distributors in the related
pharmaceutical-supply business.

Still, Owens & Minor has been able to raise its return on
capital to 16% from 12% three years ago, reduce lease-adjusted
debt to capital to about 41% from 52% in 1999, and increase
EBITDA coverage of interest to about 4.9x from 3.5x during the
same period.

Owens & Minor is the largest domestic pure distributor of
medical supplies and devices to hospitals. The company's
competitive advantages are its size, the breadth of its product
offerings, its computerized order-entry systems, and its service
quality. Moreover, inclusion in almost all the major group-
purchasing organizations provides substantial customer
diversification.

By focusing on delivery and inventory management systems, the
company has been able to provide its existing customers with
value-added services, which generate higher margin revenue.
Owens & Minor plans to expand its service offering further by
adding supply chain solutions and inventory management and third
party logistics services to complement its core businesses.


OWENS CORNING: Court Okays Goldsmith Agiio as Investment Bankers
----------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained the Court's
authority to employ Goldsmith Agio Helms Securities Inc., as
investment bankers, nunc pro tunc to October 15, 2002.

As investment banker, Goldsmith is expected to:

A. develop a list of potential buyers whom Goldsmith believes
   in good faith to be financially qualified and potentially
   interested in participating in a transaction for the sale of
   the Debtors assets;

B. contact the prospective buyers on the Debtors' behalf and,
   as appropriate, arrange for and orchestrate meetings between
   the prospective buyers and the Debtors;

C. with the Debtors' approval, assist in the preparation of a
   confidential memorandum describing the assets and other
   analyses and data as may be reasonably requested by the
   prospective buyers;

D. present to the Debtors all proposals from the prospective
   buyers and making recommendations as to the appropriate
   negotiating strategy and course of conduct;

E. assist in all negotiations and in all document review as
   reasonably requested and directed by the Debtors; and

F. provide additional services upon request of the Debtors.

The Debtors will pay Goldsmith:

-- a $25,000 flat monthly fee payable in advance; and

-- an Accomplishment Fee based on a percentage of the total
   consideration received for the Debtors' assets, calculated in
   accordance with this table:

   Total Consideration             Accomplishment Fee Percentage
   --------------------            -----------------------------
    up to $50,000,00                1.50% of the amount, plus
    $50,000,000 to $55,000,000      2.25% of the amount, plus
    $55,000,000 to $60,000,000      2.50% of the amount, plus
    $60,000,000 to $70,000,000      3.00% of the amount, plus
    in excess of $70,000,000        4.00% of the amount

The monthly fees paid to Goldsmith will be deducted from the
Accomplishment Fee. (Owens Corning Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Owens-Illinois Inc.'s 8.10% bonds due 2007 (OI07USR1) are
trading slightly below par at about 97 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=OI07USR1for
real-time bond pricing.


PACIFIC AEROSPACE: Hasn't Set Date Yet for Shareholders' Meeting
----------------------------------------------------------------
On a date in December, yet to be determined, Pacific Aerospace &
Electronics will hold a Special Meeting of Shareholders.  The
Special Shareholder Meeting will be held in lieu of the fiscal
2001 annual meeting of Shareholders for the following purposes:

   1. To elect five members of the Board of Directors to serve
      until the next annual meeting of shareholders or until
      their respective successors are duly elected and
      qualified;

   2. To approve an amendment to the Company's Articles of
      Incorporation to increase the number of authorized shares
      of common stock from one hundred million (100,000,000)
      shares to twenty billion (20,000,000,000) shares (without
      affecting per share par value);

   3. To approve a 1-for-200 reverse stock split of the
      Company's then authorized, issued and outstanding shares
      of common stock (without affecting per share par value);

   4. To approve a new Stock Option Plan for the Company
      providing for incentive grants to certain employees
      following the restructuring of the Company;

   5. To ratify the appointment of KPMG LLP as the independent
      auditors of the Company for the fiscal year ended May 31,
      2002; and

   6. To transact any other business that may properly come
      before the Special Meeting.

The Board of Directors is not aware of any other business to
come before the Special Meeting.

The record date for shareholders entitled to notice of, and to
vote at, the Special meeting, or any adjournments of the
meeting, has also not yet been determined by the Board of
Directors.  Under the Washington Business Corporation Act,
shareholders are entitled to dissenters' rights solely with
respect to Proposal #3.

Pacific Aerospace & Electronics, Inc., is an engineering and
manufacturing company with operations in the United States and
the United Kingdom. It designs, manufactures and sells
components and subassemblies used in technically demanding
environments. Products that it produces primarily for the
aerospace and transportation industries include machined, cast,
and formed metal parts and subassemblies, using aluminum,
titanium, magnesium, and other metals. Products that it produces
primarily for the defense, electronics, telecommunications and
medical industries include components such as hermetically
sealed electrical connectors and instrument packages, and
ceramic capacitors, filters and feedthroughs. Its customers
include global leaders in all of these industries.

Notwithstanding the results of fiscal 2002, if Pacific Aerospace
& Electronics is not successful in increasing cash provided by
operating activities, it may need to sell additional common
stock or other securities, or it may need to sell assets outside
of the ordinary course of business in order to meet its
obligations. There is no assurance that it will be able to sell
additional equity securities or that it will be able to sell
assets outside the ordinary course of business. In that
situation, the Company's inability to obtain sufficient cash if
and when needed could have a material adverse effect on its
financial position, the results of its operations, and its
ability to continue as a going concern.


PACIFIC GAS: CPUC & Creditors' Committee File 3rd Amended Plan
--------------------------------------------------------------
On December 5, 2002, the California Public Utilities Commission
and the Official Committee of Unsecured Creditors presents to
the Court its third amendment to their Alternative
Reorganization Plan for Pacific Gas and Electric Company in
response to the various concerns and objections raised by
interested parties.

The Third Amended Plan clarifies the treatment of these claims:

1. Class 3 -- Secured Claims Relating to First and Refunding
               Mortgage Bonds

   -- Allowance

      Class 3 Secured Claims will be deemed allowed in the
      aggregate amount of $2,699,000,000.  The amount is net
      of the $277,000,000 of First and Refunding Mortgage Bonds
      PG&E held in treasury.  The Class 3 Allowed Secured Claims
      also include:

      (a) accrued and unpaid prepetition interest; and

      (b) Allowed Claims for all unpaid fees and expenses of the
          related mortgage bond trustee accrued through the
          Petition Date under the terms of the First and
          Refunding Mortgage, dated December 1, 1920, made by
          the PG&E, with BNY Western Trust Company as trustee.
          This also includes:

           (i) the redemption premium applicable on the
               Effective Date, in the case of those series of
               First and Refunding Mortgage Bonds whose
               redemption period commences before the Effective
               Date of the Plan;

          (ii) the redemption premium that would apply at the
               commencement of the redemption period, in the
               case of those First and Refunding Mortgage Bonds
               whose redemption period has not yet commenced as
               of the Effective Date; and

         (iii) in the case of the remaining series of First and
               Refunding Mortgage Bonds, these redemption
               premiums:

                          Series       Premium
                          ------       -------
                            91A        1.0000%
                            93C        0.0000%
                            93E        0.1000%
                            93G        0.0250%
                            93H        1.0000%

   -- Distributions

      Holder of Class 3 Allowed Secured Claim will be paid in
      cash equal to the allowed amount.

   -- Impairment and Voting

      Class 3 is impaired by the Plan.  Each holder of an
      Allowed Secured Claim is entitled to vote to accept or
      reject the Plan.

2. Class 4a -- Mortgage Backed PC Bond Claims

   -- Allowance

      The Class 4a Claims will be deemed Allowed Secured Claims
      for $345,000,000 in the aggregate, plus:

      (a) accrued and unpaid prepetition interest on the amount;
          and

      (b) Allowed Claims equal to all unpaid fees and expenses
          of the Mortgage Bond trustee accrued through the
          Petition Date under the terms of the Mortgage.

   -- Reinstatement of Claims

      Each series of Mortgage Backed PC Bonds, and each of the
      PC Bond Documents, including, without limitation, the
      December 1, 1920 Mortgage, will remain outstanding and be
      reinstated in accordance with Section 1124(2) of the
      Bankruptcy Code.  Each holder of a Class 4a Mortgage
      Backed PC Bond will be paid cash equal to any and all
      accrued and unpaid interest owed to the holder of the
      Class 4a PC Bond including the last scheduled interest
      payment date preceding the Effective Date.  All unpaid
      fees and expenses of the California Pollution Control
      Financing Authority, as bond issuer, and Bankers Trust
      Company, as bond trustee due and owing under the
      applicable loan agreements between PG&E and California PC
      Financing Authority will also be paid in Cash equal to the
      allowed claim.

   -- Liens

      All existing Mortgage Bonds securing the Class 4a Allowed
      Secured Claims will remain outstanding.  All liens
      securing the Mortgage Bonds will remain in place and will
      continue in full force and effect after the Effective
      Date.

   -- Impairment and Voting

      Class 4a is unimpaired by the Plan.  Each holder of an
      Allowed Claim is conclusively presumed to have accepted
      the Plan and is not entitled to vote to accept or reject
      the Plan.

3. Class 14 -- Common Stock Equity Interests

   -- Treatment

      The holders of Common Stock Equity Interests will retain
      their interest in the common stock.

   -- Impairment and Voting

      Class 14 is unimpaired by the Plan.  Each holder of an
      Allowed Common Stock Equity Interest is conclusively
      presumed to have accepted the Plan and is not entitled to
      vote to accept or reject the Plan.

In connection with the proposed implementation of the Third
Amended Plan, the CPUC and the Creditors' Committee revised the
provisions with respect to the settlement of the Rate Recovery
Litigation.  On or before the Effective Date and pursuant to the
Reorganization Agreement, the PG&E will dismiss the Rate
Recovery Litigation, with prejudice, and will withdraw all its
applications in connection with PG&E's Plan.  By that time, PG&E
will execute and deliver to the Proponents all pleadings and
release documents as required in connection with the dismissal
and withdrawals.

PG&E will specifically release any and all claims and causes of
action that it has or may have against the State of California
and the CPUC and their present and former commissioners in their
official capacities, officers, employees, advisors, consultants
and professionals, that arise from:

  (a) the facts PG&E alleged in the Rate Recovery Litigation,
      including, without limitation, claims and causes of action
      based on the filed rate doctrine, takings, due process and
      commerce clause violations, except for claims and causes
      of action based on the Plan or as provided in the
      Confirmation Order;

  (b) the CPUC's implementation before the Effective Date of:

      * Assembly Bill 1 of the 2001-02 First Extraordinary
        Session (Ch. 4, Stats. 2001-02 1st Ex. Session); and

      * Assembly Bill 6 of the 2001-02 First Extraordinary
        Session (Ch. 2, Stats. 2001-02 1st Ex. Session),

      including CPUC Decision Nos. 01-03-081 and 01-04-005.

      However, this excludes certain lawsuit PG&E commenced
      against the State of California on or about September 5,
      2002, in the Superior Court of the State of California,
      County of Sacramento, Pacific Gas and Electric Company v.
      The State of California and Does 1-10, No. 02A505360.  to
      the extent that the lawsuit is not an alternative plea to
      the causes of action in the Rate Recovery Litigation; and

  (c) the CPUC's Decision Nos. 01-03-082 (TURN Accounting
      Decision).

The Proponents also modified the regulatory asset provision with
respect to the implementation of the plan to provide that:

      "On or before the Effective Date, or as soon as
      practicable thereafter, there will be created a
      $1,750,000,000 'regulatory asset' to be included
      as part of the Reorganized Debtor's rate base.  The
      'regulatory asset' will amortize on a straight line
      basis over a ten-year period."

In this third revision, the Proponents anticipate the Effective
Date of the Plan to occur on May 30, 2003 instead of January 31,
2003. (Pacific Gas Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PANACO INC: Doesn't Intend to Submit Plan of Compliance to AMEX
---------------------------------------------------------------
PANACO, Inc., (Amex: PNO) an oil and gas exploration and
production company, has responded to a notification from the
American Stock Exchange regarding certain Amex listing
standards. The Amex correspondence states that the Company is
not currently in compliance with these standards and further
provides for procedures permitting the Company to propose a plan
of compliance. In its response to the Amex, the Company cited,
among other things, the uncertainties associated with the
Company's pending Chapter 11 proceedings, noting specifically
its ongoing efforts to develop and file a plan of reorganization
and its current financial circumstances. Based on these and
other factors cited by the Company to the Amex, the Company's
Board of Directors concluded that the Company should not, at
this time, submit a plan of compliance to the Amex. The Company
is aware that it may now be subject to Amex delisting
procedures.

PANACO, Inc., is an independent oil and gas exploration and
production Company focused primarily on the Gulf of Mexico and
the Gulf Coast Region. The Company acquires producing properties
with a view toward further exploitation and development,
capitalizing on state-of-the-art 3-D seismic and advanced
directional drilling technology to recover reserves that were
bypassed or previously overlooked. Emphasis is also placed on
pipeline and other infrastructure to provide transportation,
processing and tieback services to neighboring operators.
PANACO's strategy is to systematically grow reserves,
production, cash flow and earnings through acquisitions and
mergers, exploitation and development of acquired properties,
marketing of existing infrastructure, and a selective
exploration program.


PERMAGRAIN: Pa. DEP Assumes Security Role at Quehanna Site
----------------------------------------------------------
Pennsylvania Department of Environmental Protection (DEP)
Secretary David E. Hess announced that DEP is making sure that
the PermaGrain Products, Inc., building in the Quehanna Wild
Area, Clearfield County, remains secure following Tuesday
afternoon's filing for bankruptcy by the company.

"DEP has directed SCIENTECH, Inc., the contractor hired by the
Commonwealth to provide security and to clean up radioactive
contamination left by earlier tenants in other parts of the
building where PermaGrain was located, to expand its security
activities to cover the areas where PermaGrain operated," said
Secretary Hess. "We will make sure security is maintained at the
site indefinitely, while the bankruptcy is resolved."

PermaGrain Products, Inc., operated a flooring manufacturing
business and used radioactive cobalt-60 to mold plastics with
wood to harden and extend the life of commercial flooring. The
company ceased operations Nov. 11, 2002, and has now filed for
bankruptcy, indicating it intends to close. The radioactive
material remains secure in the building.

"We have full confidence SCIENTECH can provide security for the
PermaGrain part of the Quehanna site, as it has for the former
Martin-Marietta section of the building," Secretary Hess said.

DEP is consulting with the federal Nuclear Regulatory Commission
and Environmental Protection Agency about long-term security at
the site. A site assessment visit by DEP, NRC, EPA and SCIENTECH
was held Wednesday to further plan for security at the facility.

Martin-Marietta, under contract to the federal government,
conducted research work at the site in the 1960s, which left
part of the area contaminated with radioactive strontium-90.
SCIENTECH is now in the process of cleaning up this
contamination.

DEP continues to negotiate with the federal Departments of
Energy and Justice for payment of the remaining costs to
complete the cleanup of the Quehanna site.


PRIME GROUP: Turns to Merrill Lynch for Financial Advice
--------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) said its Board of Trustees
has approved the Company's engagement of Merrill Lynch & Co., as
its financial advisor to assist in the Company's evaluation of
its strategic alternatives, including, but not limited to, a
sale, merger or other business combination involving the
Company, or a sale of some or all of the assets of the Company.

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

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

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


QWEST COMM: Applauds Court's Denial of Attempt to Delay Exchange
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) was pleased
that the Judge for the United States District Court for the
Southern District of New York denied an attempt by certain Qwest
bondholders to delay a previously announced debt exchange offer.
Solicitation of the exchange offer is scheduled to close
December 20, 2002 at 11:59 p.m. EST. Some Qwest Capital Funding,
Inc., noteholders had filed suit to delay the previously
announced private offer to exchange outstanding debt securities
of QCF, a wholly-owned subsidiary of QCII, in a private
placement for new debt securities.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

                           *    *   *

As reported in the Troubled Company Reporter's November 27, 2002
edition, Standard & Poor's Ratings Services lowered its ratings
on PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust
Series QWS-2 to 'C' and placed them on CreditWatch with negative
implications.

The downgrades and CreditWatch placements follow the Nov. 20,
2002 actions taken on the underlying securities issued by Qwest
Capital Funding Inc., that are also guaranteed by Qwest
Communications International Inc.


QWEST COMMS: Eastern Oregon Self-Healing Fiber Ring Completed
-------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q), announced
that the self-healing fiber ring connecting eastern Oregon
communities served by Qwest is now complete and fully
operational.

"Qwest is building a unique network in Oregon which will make
ours one of the most wired states in the country when the entire
project is finished," stated Judy Peppler, Qwest president,
Oregon.

The eastern Oregon ring is the third of five fiber rings
currently under construction in the state of Oregon. The self-
healing fiber ring allows voice and data traffic to be instantly
rerouted in the event of a service interruption, ensuring that
no information is lost, and that the connection remains intact.

With the completion of the ring, all voice and data traffic in
the area moved onto the Qwest fiber ring, ensuring that Qwest-
served eastern Oregon customers will experience route diversity
and telecommunications service redundancy. Qwest completed
construction of a southern Oregon self-healing ring in July 2002
and a central Oregon self-healing ring in November 2002.

"The completion of the eastern Oregon fiber loop is a cause for
celebration! We now have a telecommunications infrastructure in
place creating route diversity that links us to areas outside of
our region," said State Senator David Nelson. "This is a big
step forward in ensuring that eastern Oregon has the technology
in place to enhance further economic development. As a long-time
supporter of SB 622, which mandated the self-healing fiber rings
be built in rural Oregon, I applaud Qwest for their commitment
to our area."

Qwest's support of the projects is a result of Senate Bill 622,
passed by the Oregon Legislature in 1999. The bill established a
fund in 1999 that made financial support available to applying
communities showing a need for increased bandwidth, route
diversity and access to advanced telecommunications services for
their residents.

Qwest is the only company that elected to participate in the
legislation and provided roughly $70 million for infrastructure
improvements in exchange for freedom from traditional rate-of-
return regulation. As a result, nearly every Qwest central
office will be equipped to offer DSL, bringing high-speed
Internet access to both urban and rural areas of the state. Many
communities around the state also will receive advanced high-
speed data switches with voice mail technology. The new
technology, including the completion of three additional fiber
rings (for a total of five), will be operational statewide
within the next 12 months.

As part of the legislative agreement, Qwest also provided $50
million for high-speed Internet connections to Oregon schools
and two-way video connections for every Oregon high school, both
inside and outside of Qwest territory. Every school was wired
and every high school received its two-way video equipment
before the end of 2001.

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' 7.50% bonds due 2008 (QUS08USR4),
DebtTraders says, are trading at about 72 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=QUS08USR4
for real-time bond pricing.


RESTORAGEN INC: Files for Chapter 11 Reorganization in Nebraska
---------------------------------------------------------------
Restoragen, Inc., formerly BioNebraska, Inc., has filed a
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code in United States Bankruptcy Court for the
District of Nebraska. The purpose of the filing is to seek
relief from creditors while the Company determines its future
course of action.

Restoragen's stock is not publicly traded. The Company has
registered its capital stock with the Securities and Exchange
Commission and files periodic reports, such as Forms 10-K, 10-Q
and 8-K, with the Commission. Those reports are available on the
SEC Web site at http://www.sec.gov


SUNBEAM CORP: Successfully Emerges from Chapter 11 Proceeding
-------------------------------------------------------------
Sunbeam Corporation and its domestic subsidiaries have
successfully emerged from the chapter 11 process as a stronger,
more competitive enterprise.  The name of Sunbeam Corporation
has been changed to American Household, Inc.  The Company will
continue to be operated through three separate subsidiaries,
each owned by American Household, Inc.:  The Coleman Company,
Inc.; Sunbeam Products, Inc.; and First Alert/Powermate, Inc.
Jerry W. Levin is Chairman and Chief Executive Officer of
American Household and Chairman of each subsidiary and will be
making an investment in the Company.

Jerry W. Levin said, "This is the positive outcome that we've
all been working so hard to achieve.  First and foremost, I want
to thank all our dedicated employees who stayed focused on our
goal.  I also want to extend my sincere thanks to the vendors
and customers who gave their support and cooperation.  I am very
pleased that we have emerged from chapter 11 as a stronger, more
competitive enterprise."

The Company and its operating businesses intend to leverage
their strong brands -- including Sunbeam(R), Oster(R), Mr.
Coffee(R), Health o meter(R), Coleman(R), First Alert(R),
Powermate(R) and Campingaz(R) -- and the consumer demand for
their high quality, innovative products to maintain their market
leadership and to move forward vigorously as a private company.
The Company's current financial structure and more efficient and
effective operations provide a firm foundation for future growth
and profitability.

The Coleman Company, Inc., manufactures and distributes a wide
range of outdoor products for camping and leisure-time
activities globally under the Coleman, Campingaz and other
brands.  Bill Phillips is President and Chief Executive Officer
of The Coleman Company, Inc.

Sunbeam Products Inc. designs, manufactures and markets products
globally under the Sunbeam, Mr. Coffee, Oster, Health o meter
and other brands.  Andrew Hill is President and Chief Executive
Officer of Sunbeam Products.

First Alert/Powermate, Inc., manufactures both portable and
standby generators, air compressors and pressure washers under
the Coleman Powermate and other brands and smoke detectors,
carbon monoxide detectors, fire extinguishers and other home
safety devices under the First Alert, BRK Electronics and other
brands.  Gwen Wisler is President and Chief Executive Officer of
First Alert/Powermate, Inc.


TECHNEST: Delivers Information Statement to Shareholders
--------------------------------------------------------
Technest Holdings Inc., has prepared an information statement
which is being mailed, or otherwise furnished, to stockholders
of the Company, a Nevada corporation, in connection with certain
stockholder actions taken by written consent of the holders of a
majority of the Company's outstanding shares of common stock of
record as of October 31, 2002 to:

         (1) elect Michael Sheppard and Mark Allen as directors
             of the Corporation for a term continuing until the
             next annual meeting of stockholders until his
             successor is duly elected and qualified;

         (2) ratify the appointment of Sherb & Co. LLP as
             independent auditors for the fiscal year ended
             December 31, 2002;

         (3) approve the withdrawal of the election to be
             treated as a business development company under the
             Investment Company Act of 1940, subject to the
             right of the Board of Directors to choose not to
             effectuate such withdrawal;

         (4) authorize the Board of Directors, in its
             discretion, to sell all or any part of the
             securities held by Technest in various companies or
             borrow funds, repayment of which is secured by
             all or any part of those portfolio securities, or
             any combination of such sales or borrowings; and

         (5) authorize the Board of Directors, in its
             discretion, to effectuate a reverse split of
             Company common stock, $.001 par value, where a
             number of such shares, (but not more than 100),
             issued and outstanding as of the date of the stock
             split will be reclassified as and converted into
             one (1) share of common stock immediately following
             the such reverse stock split.

The Board of Directors nominated Mr. Mark Allen and Mr. Michael
Sheppard to serve as directors and approved or recommended all
of the other actions referred to above on October 31, 2002 and
recommended that the same be adopted and approved by the
Company's stockholders.

Each of the actions referred to above requires the approval of
holders of a majority of the outstanding shares of Technest
common stock. Under the Private Corporations Law of the state of
Nevada, the Company is permitted to obtain such approval by
written consent of the holders of outstanding shares of voting
capital stock having not less than the minimum number of votes
that would be necessary to approve such action at a meeting at
which all shares entitled to vote thereon were present and
voted.

In order to eliminate the costs of and time involved in holding
a special annual meeting of stockholders, Technest has obtained
the written consent of Greenfield Investment Consultants,
Greenfield Capital Partners, Southshore Capital Fund Ltd and
Garth LLC. As of October 30, 2002, they owned in the aggregate
21,312,405 shares of Company common stock, representing
approximately 50.34% of the outstanding common stock as of that
date. Their holdings represent more than the minimum number of
votes needed to approve each of the actions referred to above.

The election of Michael Sheppard and Mark Allen as directors,
the ratification of Sherb & Co. LLP as  independent auditors and
the authorizations given to the Board of Directors were to
become effective twenty (20) days after the first mailing of the
Information Statement to stockholders. Such mailing was expected
to take place on or about December 3, 2002.

The withdrawal of the election to be a business development
company will be effective upon filing of a Form N-54C with the
Securities and Exchange Commission, which filing is currently
expected to be made twenty (20) days after the first mailing of
the Information Statement to stockholders.

The reverse split, if any, will be effective on the date
determined by the resolution of the Board of Directors. Such
effective date will not occur before twenty (20) days after the
first mailing of the Information Statement to stockholders.

The sale of any of the portfolio securities pursuant to the
stockholders' resolution will not be consummated before twenty
(20) days after the first mailing of the Information Statement
to stockholders.

The Board of Directors fixed the close of business on
October 31, 2002 as the record date for the determination of
stockholders who are entitled to give consent and receive the
information statement.

Technest Holdings' June 30, 2002 balance sheet shows a working
capital deficit of about $2.2 million, and a total shareholders'
equity deficit of about $1.5 million.


UNITED AIRLINES: Gets Go-Signal to Continue Fuel Supply Pacts
-------------------------------------------------------------
UAL Corporation/United Airlines Inc., and its debtor-affiliates
sought and obtained authority at the First Day Hearing to
continue all existing fuel supply arrangements and pay all
related prepetition obligations to their fuel suppliers.

United Air Lines, Inc., purchases approximately 4,600,000
barrels of jet fuel per month to operate its aircraft. One
barrel contains approximately 42 U.S. gallons of jet fuel.
United purchases 44% of this fuel from a variety of third party
fuel suppliers and approximately 56% of its fuel from its wholly
owned subsidiary, UAFC, which separately purchases its own fuel
from some of the same third party fuel suppliers.

One of the Debtors, United Aviation Fuels Corporation, a wholly
owned subsidiary of United, operates its own fuel supply and
trading business that purchases approximately 5,300,000 barrels
of fuel per month directly from numerous fuel suppliers. United
Air Lines, Inc. funds 100% of the cost of UAFC's fuel purchases
through an intercompany loan. A substantial portion of UAFC's
fuel is shipped from the Gulf of Mexico through a series of
common carrier pipelines across the United States to various
third party storage facilities located in proximity to the
Debtors' major terminal hubs.

United realizes numerous benefits from funding UAFC's fuel
purchases. By purchasing fuel through UAFC the Debtors are
better able to leverage their total fuel inventory because UAFC
is not subject to resale restrictions that apply to United. The
Debtors, therefore, by funding UAFC's fuel purchases are better
able to optimize advantageous resale and arbitrage opportunities
that otherwise would not be available to them.

There are four main components to UAFC's fuel supply and trading
business. First, UAFC sells approximately 45% of its fuel
inventory to United Air Lines at various airport locations. All
Intercompany Sales are made at UAFC's average acquisition price
and are credited against UAFC's intercompany payable to United.
Second, UAFC sells approximately 25% of its fuel inventory to
other foreign and domestic air lines pursuant to long term
requirement Supply Contracts. Third, UAFC buys and sells jet
fuel in the domestic jet fuel spot market, called Trading Sales,
from and to major oil companies and energy trading companies by
employing transportation arbitrage, time trades and the
optimization of inventory positions to maximize its gains. In
fact, UAFC sells approximately 30% of its fuel inventory through
Trading Sales. Fourth, at all times UAFC maintains fuel
inventory near airports where United has significant operations
to satisfy a portion of United's immediate fuel supply needs in
the event of a sudden interruption in the regional or global
supply of fuel.

The vast majority (approximately 99%) of United's and UAFC's
fuel purchases are made by advance payments via wire transfer to
approximately 35 fuel suppliers. The fuel supplied by the
Prepaid Fuel Suppliers cannot be readily replaced on similar
terms and conditions. United and UAFC generally make prepayments
to Prepaid Fuel Suppliers on a weekly basis, permitting jet fuel
usage, through a series of fuel "liftings," at designated
locations for the following weekly period. From August through
November, 2002, United's and UAFC's aggregate advance wire
payments to Fuel Suppliers averaged approximately $20 million
and $35 million per week, respectively. Periodically, the
Prepaid Fuel Suppliers reconcile United's and UAFC's advance
payments against their respective fuel usage for the applicable
prepayment period. If United's and UAFC's fuel usage exceeds the
value of the advance payment, the Fuel Supplier bills United and
UAFC for the overage.

United's and UAFC's remaining fuel purchases are made on account
and paid in arrears to Other Fuel Suppliers. Payments are made
within a specified time after receipt by the Debtors of an
invoice from one of the Other Fuel Suppliers. The Debtors
estimate that as of the Petition Date, United and UAFC currently
owe approximately $230,000.00 and $315.00 respectively, to Other
Fuel Suppliers.

The Debtors utilize national and regional pipelines to transport
fuel from the point of purchase in the Gulf of Mexico across the
country to various storage facilities pursuant to Pipeline
Agreements with common carrier Pipeline Providers. The Debtors
also utilize various storage facilities located primarily in
proximity to several major airports to store the fuel
transported by pipeline and are parties to certain Storage
Agreements. These services are provided primarily on credit to
be paid by invoice, but a portion are provided on a "prepay"
basis. The Debtors estimate that they currently owe,
collectively, approximately $395,051.00 to the Pipeline and
Storage Providers for services performed prior to the Petition
Date.

The Debtors are parties to certain Into-Plane Service Contracts
pursuant to which third parties transport "local fuel" from the
Debtors' storage facilities located at or near airport terminals
(by pipeline or vehicle) into United's aircraft, and with
respect to UAFC's fuel supply business, other airlines'
aircraft. Local fuel is transported by local pipelines, also
known as "hydrant systems," and mobile and stationary vehicles.
UAFC provides "into-plane" fueling services to airlines in
connection with its Supply Contracts. In the ordinary course,
UAFC frequently subcontracts the "intoplane" fueling services to
third parties, who load the fuel onto UAFC's customers'
aircraft.

The Debtors warn that without the continued performance of the
into-plane fuel subcontracters, United will be unable to
transport "local fuel" from the Debtors' storage facility into
their aircraft and UAFC will be unable to perform its
contractual obligations under the Supply Contracts. The Debtors
estimate that they currently owe approximately $3,000,000.00 to
third party into-plane fuelers for prepetition transport
activities for the Into-Plane Service Contracts.

The Debtors have ownership interests in approximately 15 fuel
consortia, and are party to approximately 20 fuel committee cost
sharing cooperatives. Fuel Consortia lease, operate and manage
fuel storage facilities located at or near airports in which
carriers and fuel suppliers store their fuel in commingled fuel
tanks. Fuel Consortia are managed by fuel facility service
providers who are responsible for the fuel system operations and
maintenance, including inventory accounting. The Debtors can
withdraw their stored fuel at any time. The Debtors and the
other Fuel Consortia owners pay a fee to the fuel facility
service providers for their services.

Fuel Consortia are established by airlines to minimize and share
the cost of local storage. Certain of these consortia are
organized as separate corporations of which the Debtors are an
equal-share owner with the other members. The third-party
vendors that operate the consortia are paid by the members of
the consortia for services that include maintenance and
operation of the system and all necessary accounting functions
required to allocate costs to individual users. Mr. Sprayregen
says that the Debtors' participation in these arrangements
results in significant cost savings that would be unattainable
if the Debtors were not able to make all payments as due and
generally maintain their existing relationships in the ordinary
course of business.

The Debtors are parties to Other Fuel Service Arrangements by
which numerous third parties provide a variety of services in
connection with the purchase and sale and movement of fuel
including fuel transportation, brokerage and related services.
These services are all necessary to the Debtors' continued
ability to transport fuel and to execute Trading Sales as
necessary. It is critical that the Debtors be able to maintain
these arrangements in the ordinary course of business. The
Debtors estimate that they currently owe approximately
$50,000.00 to third party providers for prepetition services
pursuant to Other Fuel Service Arrangements.

The Debtors warn that a ready fuel supply for the Debtors' fleet
of aircraft is of critical importance to their continued
operations and successful reorganization. It is fundamental to
the Debtors' operations that they be able to continue performing
under any of their fuel purchase, delivery, storage and other
service arrangements customary in the airline industry. The
Debtors' sophisticated fuel supply, trading and distribution
systems are essential to the continued performance of the
Debtors' airline operations and to the Debtors' integrated
efforts to manage fuel costs. Absent a grant of the relief
requested, the Debtors' fuel supply and distribution system
could be disrupted, thereby stranding the Debtors' aircraft,
passengers and employees. This would prevent the Debtors from
operating their airline business at the most basic level,
causing severe disruption to the Debtors' flight schedules and
seriously damaging the Debtors' credibility in the marketplace
during a time of heightened scrutiny. Any interruption in the
Debtor's fuel supply and distribution system would also hinder
UAFC's ability to perform under its Supply Contracts and to
execute Trading Sales, both of which are critical components of
the Debtors' comprehensive strategy to manage fuel costs.
(United Airlines Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

United Airlines' 9.0% bonds due 2003 (UAL03USR1), DebtTraders
reports, are trading at about 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL03USR1for
real-time bond pricing.


US AIRWAYS: Reaches Tentative Labor Cost Agreement with CWA
-----------------------------------------------------------
The Communications Workers of America (CWA), which represents
approximately 6,300 reservations workers and airport ticketing
and gate agents, reached a tentative agreement with US Airways
on additional cost-cutting measures as part of the company's
restructuring.

US Airways continues to have productive discussions with its
other unions on further savings. The company intends to file its
plan of reorganization with the U.S. Bankruptcy Court today,
Dec. 20, 2002.

"The CWA has shown extraordinary leadership in reaching this
decision and we applaud them for taking these difficult steps in
supporting our company as it plans to emerge from bankruptcy. By
entering into this agreement, the CWA has shown its continuing
commitment to our airline during this very difficult period,"
said Jerry A. Glass, US Airways senior vice president of
employee relations.

Last week the Air Line Pilots Association's (ALPA) Master
Executive Council ratified its cost-cutting agreement. The other
unions representing US Airways employees are the International
Association of Machinists (IAM) -- machinist and related
workers; IAM -- fleet service workers; Association of Flight
Attendants (AFA); and the Transport Workers Union (TWU) --
dispatchers, simulator engineers, and flight crew training
instructors.


US AIRWAYS: Reaches Tentative Restructuring Agreements with TWU
---------------------------------------------------------------
US Airways' flight dispatchers and simulator engineers,
represented by Transport Workers Union (TWU) of America, Locals
545 and 546 respectively, reached tentative agreements with the
company on additional cost-cutting measures.

US Airways continues to have productive discussions with its
other unions on further savings.

"The challenges that US Airways faces are not insurmountable,
provided that all employee groups, union and non-union, do their
part. Our members once again showed their resolve by making more
sacrifices to help US Airways through these tough times," said
Don Wright, president of TWU Local 545.

"We stand firm behind our commitment to support our airline and
we will continue to work closely with the company to see it
emerge from Chapter 11 as a much stronger and more competitive
airline," said Findlay Clark, president of TWU Local 546.

"The willingness to make further sacrifices under these
extremely difficult circumstances is commendable and we applaud
the TWU and its leadership for its commitment to the company's
restructuring," said Jerry A. Glass, US Airways senior vice
president of employee relations.

Last week the Air Line Pilots Association's (ALPA) Master
Executive Council ratified its cost-cutting agreement and today,
the Communications Workers of America reached a tentative
agreement on the restructuring. The other unions representing US
Airways employees are the International Association of
Machinists (IAM) -- machinist and related workers; IAM -- fleet
service workers; Association of Flight Attendants (AFA); and the
Transport Workers Union (TWU) -- flight crew training
instructors.


US AIRWAYS: Wants Court to Approve Midway Airlines Agreement
------------------------------------------------------------
Midway Airlines is a debtor-in-possession in an unrelated
bankruptcy proceeding pending before the U.S. Bankruptcy Court
of the Eastern District of North Carolina Raleigh Division, Case
No. 01-02319-5-ATS, In Re: Midway Airlines Corporation and
Midway Airlines Parts, LLC.  In July 2002, Midway temporarily
suspended business operations.

On July 17, 2002, US Airways and Midway entered into a Special
Protection Agreement.  The Special Protection Agreement provided
that Midway would operate regional jets.  The parties would
enter into a code share arrangement where US Airways would sell
tickets on the flights operated by Midway under the trade name
"US Airways Express", and US Airways would provide reservation,
ground support and other services.

According to John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, the network of carriers operating under
the trade name US Airways Express feeds traffic into US Airways'
mainline route system at several points, primarily at US Airways
connecting hubs.

Under the Special Protection Agreement, US Airways accommodated
passengers holding reservations for Midway flights, honored the
credits of members of the Midway Frequent Flyer Program, and
agreed to make advances up to an aggregate amount not to exceed
$3,500,000.

Thus, the Debtors seek the Court's authority to enter into a
regional jet Service Agreement with Midway Airlines. The
agreement is subject to Bankruptcy Court approval in both US
Airways and Midway's bankruptcy proceedings and approval by both
boards of directors.

Mr. Butler relates that entry into the Service Agreement was
contingent on several factors, including Midway reaching
agreements with its labor unions and US Airways obtaining an
equity interest in Midway.

Under the Service Agreement, Midway will initially operate 18
regional jets, with the option at US Airways' sole discretion to
add up to 48 additional regional jet aircraft.  Midway is
required to place its first regional jet aircraft feeding US
Airways into service by January 1, 2003 with up to 18 aircraft
in service by the end of the second quarter of 2003.

Midway will be paid monthly in advance for the first 24 months
and thereafter on the 15th day of each month to operate the
regional jets.  US Airways believes that the negotiated rates
are very favorable to US Airways and are below other providers.
The Service Agreement term is 10 years from the implementation
date of the first aircraft, subject to early termination
provisions.

In addition to the amounts owed by Midway to US Airways under
the Special Protection Agreement, as set forth in the DIP Credit
Facility, US Airways will fund Midway's aircraft lease security
deposits and other deposits and prepayments (not to exceed
$7,000,000), and provide additional debtor-in-possession
financing (not to exceed $2,400,000) to assist Midway to fund
the reasonable and customary start-up and ramp-up expenses
required to effect the regional jet operations.

If Midway were to default under the Service Agreement, US
Airways will have the right, among other things, to assume or
assign Midway's aircraft leases.

Any financial accommodation to be provided to Midway by US
Airways would be under a secured debtor-in-possession financing
arrangement.  Mr. Butler notes that it is customary for mainline
carriers to provide some level of start-up financial
accommodations to regional carrier partners.

In consideration for entering into the Service Agreement and
providing Midway with the financial accommodations, US Airways
will be entitled to receive equity in the reorganized Midway,
and will be entitled to receive warrants to purchase additional
equity in the reorganized Midway.

According to Mr. Butler, the Debtors' long-term business plan
contemplates the continuation of code share arrangements with
other airlines and the expansion of the use of regional jets.
The Debtors believe that the Service Agreement with Midway will
help them increase revenue in accordance with the business plan.

Exposure to administrative claims has been reduced by the
inclusion of a termination provision in the Service Agreement
that would allow US Airways to terminate the Service Agreement
on 10 days notice in the unlikely event that:

  (1) US Airways consummates a chapter 11 plan of reorganization
      under which it fails to continue to operate as an airline
      and discontinues flight operations,

  (2) US Airways consummates a sale or sales of a material
      portion of its assets that causes the number of jets in US
      Airways' mainline fleet to fall below the threshold of 233
      jets and US Airways ceases to offer any regional jet
      services, or

  (3) the case is dismissed or converted to a case under chapter
      7 of the Bankruptcy Code and, as a result of the dismissal
      or conversion, US Airways discontinues flight operations.

US Airways believes that it could not replicate the timing of
providing this additional regional jet service within its own
affiliates during the same time period due to a lack of
available aircraft delivery positions and related financing, the
need to certify operations for an affiliate, and the need to
fund start-up capital for an affiliate. (US Airways Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


VENTURE HOLDINGS: Interest Nonpayment Prompts S&P's SD Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fraser, Mich.-based Venture Holdings Co., LLC to 'SD'
(selective default) from 'CCC' following the company's failure
to make December 1, 2002, interest payments on two of its public
bonds. In addition, the rating on Venture's $125 million senior
notes due 2007 was lowered to 'D' from 'CCC-' and the rating on
its $125 million subordinated notes due 2009 was lowered to 'D'
from 'CC'. The ratings were removed from CreditWatch, where they
were placed on December 19, 2001.

"The rating on Venture's $205 million senior notes due 2005 was
lowered to 'CC' from 'CCC-' due to Standard & Poor's expectation
that the company will not make its Jan. 1, 2003, interest
payment due on the notes," said Standard & Poor's credit analyst
Martin King. The rating remains on CreditWatch with negative
implications. "The rating would be lowered to 'D' should Venture
not make the interest payment," Mr. King continued.

A forbearance agreement with its bank lending group dated Oct.
21, 2002, prevents Venture from paying interest on its public
bonds. The forbearance agreement expires on April 15, 2003.
Venture is working with its creditors, customers, and
shareholders to restructure and recapitalize the company
following the Oct. 1, 2002, commencement of formal insolvency
proceedings of its German subsidiary, Peguform GmbH. Venture had
opposed the insolvency proceedings. Peguform, which accounted
for 70% of Venture's 2001 sales, is being sold by a court-
appointed administrator. The potential magnitude and ultimate
distribution of sale proceeds in excess of Peguform's
obligations are unclear.

Although the loss of Peguform's cash flow has severely weakened
Venture's ability to service its financial obligations, the
company continues to make required bank loan payments. In
addition, Venture's sole equity holder, Larry Winget, has
provided secured guaranties and pledged additional collateral to
the lenders.

Standard & Poor's will continue to monitor the company's
discussions with its various constituents. Should the company
declare bankruptcy, the ratings would be lowered to 'D'.

Venture Holdings Trust's 12% bonds due 2009 (VENT09USR1) are
trading at about 24 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=VENT09USR1
for real-time bond pricing.


VIASYSTEMS GROUP: Creditors' Meeting Adjourned Until February 7
---------------------------------------------------------------
The United States Trustee adjourned the section 341(a) Meeting
of Creditors of Viasystems Group, Inc., until February 7, 2003.
The Meeting will be held at 80 Broad Street, Second Floor, New
York, New York 10004.

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

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.


VION PHARMACEUTICALS: Begins Trading on Nasdaq SmallCap Market
--------------------------------------------------------------
Vion Pharmaceuticals, Inc.'s (Nasdaq: VION) common stock listing
was transferred from Nasdaq National Market to the Nasdaq
SmallCap Market effective with the open of business Thursday,
December 19, 2002. The Company's common stock will continue to
trade under the symbol VION.

The Company previously announced that the Company had received
notification from Nasdaq that the Company's common stock would
be delisted from the Nasdaq National Market because the Company
did not comply with Nasdaq's minimum bid price requirements.
Specifically, the Company did not comply with Marketplace rule
4450(a)(5) when the bid price of the Company's common stock
closed at less than $1.00 per share for 30 consecutive trading
days.

By transferring to the Nasdaq SmallCap Market, the Company may
be eligible for an additional grace period in which to satisfy
the minimum bid price requirement, potentially until July 14,
2003, provided it meets other applicable listing criteria.

Vion Pharmaceuticals, Inc., is a biotechnology company
developing novel agents for the treatment of cancer. Vion's
portfolio of agents includes: Triapine(R), a potent inhibitor of
a key step in DNA synthesis and repair; VNP40101M, a unique DNA
alkylating agent; and TAPET(R), a modified Salmonella vector
used to deliver anticancer agents directly to tumors. For
additional information on Vion and its research and product
development programs, visit the company's Internet Web site at
http://www.vionpharm.com

                            *    *    *

                             Liquidity

In its SEC Form 10-Q filed on November 6, 2002, the Company had
this to say:

"The Company is executing the business strategy announced in May
2002 and has implemented cost reduction measures that are
expected to extend existing cash and cash equivalents to fund
its planned operations to November 2003, based on current
estimates.

"We will need to raise substantial additional capital within the
next twelve months to fund our planned operations. We are
actively seeking additional financing as well as investigating
other business and strategic alternatives for the Company. We
cannot assure you that the Company will be able to raise
additional capital or otherwise complete another form of
transaction to allow the Company to continue to fund its
existing operations after November 2003 nor can we predict what
the terms of any financing or other transaction might be."


WHEELING-PITTSBURGH: DIP Facility Extended Until May 17, 2003
-------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates make
a last-minute modification to the terms of the Amended Credit
Agreement which affects the timing of the payment of the
additional 25 basis point fee, which will be payable to the
Lenders if the Debtors do not meet their reorganization goals.
The Debtors assure Judge Bodoh and the interested parties that
this modification does not "materially alter" the terms of the
proposed Amendment.

Specifically, the Debtors agree to remove the Agent's fee of
0.50% on the event they withdraw a plan of reorganization or
they fail to pay fees or otherwise perform the terms of the
Amended Credit Agreement. The prior triggering events of denial
of the application for a federally guaranteed loan, or failure
to consummate a plan on or before March 31, 2003, are deleted.

                       *     *     *

Accordingly, Judge Bodoh overrules the objections of the
Indenture Trustees and the United States Trustee, and grants the
Debtors' request.  However, Judge Bodoh emphasizes that nothing
in this Order should be taken as relieving the Debtors from any
of their fiduciary obligations to the estates, creditors or
interest holders.

The DIP Facility Amendment also extends the Maturity Date to
May 17, 2003. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM: EDS Wants to Withdraw 2 Non-Core Matters from Court
-------------------------------------------------------------
Electronic Data Systems Corporation and EDS Information
Services, LLC asks the Court to withdraw the reference with
respect to two non-core matters from the United States
Bankruptcy Court for the Southern District of New York,
overseeing the bankruptcy cases involving Worldcom Inc., and its
debtor-affiliates.

Mark Broude, Esq., at Latham & Watkins, in New York, informs the
Court that the first motion over which reference should be
withdrawn was filed by the Debtors on October 29, 2002, under
which the Debtors seek an order compelling EDS to pay WorldCom
$80,300,000.  EDS allegedly owes WorldCom for services performed
under the Global Network Outsourcing Agreement.  "This motion,
in reality, constitutes a non-core breach of contract claim
based on state law brought in the bankruptcy court," Mr. Broude
says. EDS, however:

    -- disputes its obligation to pay under the terms of GNOA;

    -- has an absolute contract defense based on the Debtors'
       failure to comply with contractual dispute resolution
       prerequisites; and

    -- raises a state law recoupment defense.

Mr. Broude notes that a major issue expressly raised by the
Debtors' breach of contract claim and EDS' recoupment defense is
whether the GNOA and the Global Information Technology Services
Agreement, concurrently executed the same day and referred to
collectively as the "Outsourcing Agreement," legally constitute
one transaction or two separate transactions.  Like the other
issues raised by the Debtors' breach of contract claim, whether
there was one transaction or two is an issue of pure state law
contract interpretation that has nothing to do with bankruptcy
law.  Under In re Orion Pictures Corp., F.3d 1095 (2d Cir.
1993), this is a non-core matter that should be heard before the
District Court for disposition.

Mr. Broude relates that the second matter over which reference
should be withdrawn is the motion by EDS, filed on September 27,
2002, seeking an order to compel WorldCom to comply with its
obligations under the Outsourcing Agreement to provide certain
reports and perform certain actions so that new prices for 2003
can be set.  The Debtors' opposition to this motion for the
first time made clear that their refusal to perform under the
contract is based solely on state law issues of contract
interpretation and is not predicated on bankruptcy law.  Thus,
under Orion, this motion also presents non-core issues that
should be heard before the District Court for disposition.

According to Mr. Broude, the Debtors' Motion for Payment is a
breach-of-contract action by a debtor against a party to a
prepetition contract.  It seeks payment of amounts allegedly
owed by EDS for failing to pay for services the Debtors claims
it performed under the GNOA.  Although the Debtors try to
disguise the legal nature of its action by calling it a "Motion
to Compel," the relief the Debtors seek is the payment of money.

Moreover, EDS will defend the Debtors' breach of contract claim
with purely state law contractual defenses:

  -- under Section 24.5(c)(vi) of the GNOA, the Debtors' failure
     to comply with the mandatory contractual dispute resolution
     procedures regarding its claim for monies allegedly owed
     affords EDS a complete defense to any action;

  -- EDS disputes the amount the Debtors seek on a number of
     grounds, including over-billing, double billing, and
     billing for discontinued services; and

  -- EDS has a recoupment defense based on the assertion that
     the GNOA and the GITSA constitute one transaction for
     recoupment purposes.

That defense, in turn, is based on EDS' contention that, when
the parties negotiated and executed the GNOA and GITSA
contemporaneously, they intended them to be reciprocal pieces of
a mutual outsourcing agreement under which the Debtors provided
EDS network services and EDS provided the Debtors information
technology services.  Each of these issues involves contract
interpretation under state law and confirms the non-core nature
of the Debtors' claim for breach of a prepetition contract.

Mr. Broude points out that EDS' Price Reset Motion, while in a
different procedural posture, raises similar issues.  The
Debtors have refused to perform the price reset process solely
because of its view of the GNOA and not because of the pendancy
of the bankruptcy.  The parties' dispute raises the issue
whether the GNOA permits the Debtors to avoid the process for
resetting EDS' prices for 2003 simply because of the pendancy of
EDS' arbitration under the GNOA seeking an equitable adjustment
of the contractual minimums.  Unquestionably, this dispute is an
interpretation of the GNOA and is a state law contract dispute
based on a prepetition contract.

In sum, neither party disputes that:

    -- the contract on which the parties' claims are based is a
       prepetition contract; and

    -- the claims raise and require interpretation of the
       contract and therefore raise traditional state law
       issues.

Mr. Broude reminds the Court that the Bankruptcy Code does not
create an action for breach of contract nor is a breach of
contract claim a proceeding that would not have an "existence
outside of the bankruptcy case."  If there are valid breaches of
contract against EDS or WorldCom, they:

    -- arise under the contract and under the common law of New
       York,

    -- exist independent of the bankruptcy, and

    -- could have been brought in an appropriate forum outside
       of the bankruptcy court.

Accordingly, both the Motion for Payment and the Price Reset
Motion are non-core disputes and the Court should move to the
next step of considering the additional factors relevant to the
withdrawal of the reference inquiry.

Mr. Broude believes that a withdrawal of the reference will
clearly result in the most efficient use of judicial resources.
If the Court does not withdraw the reference on the Motion for
Payment and Price Reset Motion, the result will be:

    -- two hearings, rather than one, on any request by EDS to
       have one or both motions referred to arbitration;

    -- two trials, rather than one, on the Motion for Payment,
       including EDS' complete defense based on failure to
       comply with the dispute resolution prerequisites; and

    -- two trials, rather than one, on the contractual issues
       raised by WorldCom's opposition to the Price Reset
       Motion.

Avoiding this unnecessary duplication of effort is precisely
what a withdrawal of the reference for non-core matters is
intended. Concerns of judicial efficiency in this situation
compel that the reference be withdrawn.

Mr. Broude contends that withdrawal of the reference will
certainly avoid delay and cost to the parties.  Avoiding the
additional hearings that would result if the reference is not
withdrawn will allow these disputes to be resolved more
expeditiously.  Avoiding the additional hearings will also save
all parties the expense that those additional hearings would
entail.  In fact, there are no considerations present in this
situation that favor denying the withdrawal of the reference.

Withdrawal of the reference of these non-core claims would:

    -- make the most efficient use of judicial resources by
       precluding duplicative and wasteful litigation;

    -- accelerate, rather than delay, the determination of the
       parties' rights; and

    -- minimize the cost to both parties of litigating the two
       motions. (Worldcom Bankruptcy News, Issue No. 15;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 11.25% bonds due 2007
(WCOM07USR4) are trading at about 40 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                          *********

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 ***