TCR_Public/030102.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 2, 2003, Vol. 7, No. 1

                          Headlines

3DO COMPANY: Completes Arrangement for $10-Million Financing
360NETWORKS: Gets Nod to Make Payments to Eight Professionals
ABN AMRO: Fitch Rates Class B-3, B-4 Notes at Lower-B Levels
ADVANCED GLASSFIBER: UST Sets Creditors Meeting for January 14
AES CORP: EDC Units Shoo-Away Porta Cachafeiro as Accountants

AKAMAI TECHNOLOGIES: Moves Investor Conference Call to Jan. 28
AURORA FOODS: Falls Below NYSE Minimum Listing Requirements
BALLY TOTAL FITNESS: Tinkers with $225-Million Credit Facility
BETHLEHEM STEEL: Robert Jones Named Chief Manufacturing Officer
CALYPTE BIOMEDICAL: Shareholders' Meeting Slated for February 6

CLARION TECHNOLOGIES: Completes Debt & Equity Refinancing Deals
CLINTON ENERGY: Case Summary & 20 Largest Unsecured Creditors
COM21 INC: Will Present Plan at Nasdaq Hearing on January 23
COMMANDER AIRCRAFT: Files for Chapter 11 Protection in Delaware
COMMANDER AIRCRAFT: Case Summary & 20 Largest Unsec. Creditors

CONSECO INC: US Trustee Forming Creditor Committees Tomorrow
CONTINENTAL AIRLINES: Mechanics Ratify New 4-Year Labor Contract
CTC COMMUNICATIONS: Court Approves Young Conaway as Attorneys
DEL MONTE: Fitch Says Ratings Reflect Heinz Merger Completion
DIGITAL TELEPORT: CenturyTel Opens with a $38 Million Bid

DOBSON COMMS: Will Pay In-Kind Dividend on 13% Preferred Shares
ENCOMPASS SERVICES: Court Okays Non-Core Asset Sale Procedures
ENRON CORP: EBF Wants to Sells Assets to Chongqing for $5.7 Mil.
ENUCLEUS: Must Raise Funds & Revenues to Meet Cash Requirements
ENVIRONMENTAL ELEMENTS: Taps Legg Mason to Evaluate Alternatives

EOTT ENERGY: Wants to Implement Enron Transition Employees
FRANKLIN CAPITAL: Seeks Financing to Resolve Going Concern Issue
FREEREALTIME.COM: Nesfield Commences Tender Offer for All Shares
GENTEK INC: US Trustee Amends Creditors' Committee Membership
GENUITY INC: Court Okays Donlin Recano as Claims & Notice Agent

GEORGIA-PACIFIC: Completes Unisource Sale-Leaseback Transaction
GLOBAL CROSSING: Court Fixes January 15 Admin. Claims Bar Date
GOLF AMERICA: Delaware Court Fixes January 13 as Claims Bar Date
GRANDETEL TECHNOLOGIES: Liquidity Raises Going Concern Doubt
HORIZON GROUP: Closes Pleasant Lake Equity Sale Transaction

HORSEHEAD INDUSTRIES: Inks $50 Million DIP Financing Facility
IMX PHARMA.: Changes Fiscal Year in Light of Healthcare Merger
INSILCO TECHNOLOGIES: Bringing-In Shearman & Sterling as Counsel
INTEGRATED HEALTH: Files Chapter 11 Plan & Disclosure Statement
J.L FRENCH AUTOMOTIVE: Completes $190 Million Financing Deal

KEMPER INSURANCE: Fitch Keeps BB- Notes Rating on Watch Negative
KENTUCKY ELECTRIC: Plans to Shut-Down Production Facilities
KMART CORP: Court Approves Stipulation with M. Fabrikant & Sons
LB-UBS: Fitch Rates 7 Ser. 2002-C7 Classes at Low-B/Junk Levels
LUBY'S INC: Annual Shareholders Meeting to Convene on January 31

MARTIN INDUSTRIES: Files Chapter 11 Petition in N.D. Alabama
MARTIN INDUSTRIES: Voluntary Chapter 11 Case Summary
MUELLER GROUP: S&P Affirms B+ Corporate Credit Rating
NATIONAL CENTURY: Med Diversified Wants to Use Cash Collateral
NATIONSRENT: Outlines Overview & Summary of First Amended Plan

NEVADA STAR RESOURCE: Smythe Ratcliffe Airs Going Concern Doubt
NII HOLDINGS: Completes Sale-Leaseback Deal with American Tower
NU-LIFE NUTRITION: Canadian Creditors Accept Bankruptcy Plan
PACIFIC GAS: Court Approves DWR Power Procurement Transactions
PCNET INT'L: Obtains Canadian Court Approval of CCAA Plan

PERKINELMER INC: Completes Zero-Coupon Convertible Tender Offer
PETROLEUM GEO-SERVICES: Uses 30-Day Grace Period for Payments
PHARMACEUTICAL FORMULATIONS: Rights Offering Expires December 22
PHARMACEUTICAL FORMULATIONS: Misses Payment on 8% Conv. Notes
PREDICTIVE SYSTEMS: Plans to Shutter & Bankrupt German Unit

Q-MEDIA SERVICES: Deloitte & Touche Appointed as Receiver
QWEST COMMS: S&P Assigns New Ratings after Debt Exchange Offer
RESIDENTIAL ASSET: Fitch Rates Six Note Classes at Low-B Levels
RFS ECUSTA: Brings-In Moore & Van Allen as Environmental Counsel
ROYAL HAVEN: Robert Leasure Jr. Appointed as Chapter 11 Trustee

SAKS INC: Intends to Close Boston Store in Milwaukee, Wisconsin
SEVEN SEAS: Commences Trading on Pink Sheets Under SVSSF Symbol
SOVEREIGN SPECIALTY: Refinances Senior Secured Credit Facility
SYBRA: Completes Asset Sale to Triarc Pursuant to Reorg. Plan
THE SPORTS CLUB: Reaches Pact to Develop Sports Club in Miami

TYCO INT'L: Concludes $382 Million Restatements is Immaterial
UNITED AIRLINES: Seeks OK to Tap Vedder Price as Special Counsel
UNITED AMERICAN HEALTHCARE: Commences Trading on Nasdaq SmallCap
WARNACO GROUP: Secures Approval of Esprit Settlement Agreement
WORLDCOM: Wants to Pay Supplemental Program Employee Obligations

XCEL: Metro Power Plant Emission Reduction Equipment Operational
XO COMMS: Daniel Akerson Steps Down as Chairman and CEO

* DebtTraders' Real-Time Bond Pricing

                          *********

3DO COMPANY: Completes Arrangement for $10-Million Financing
------------------------------------------------------------
The 3DO Company (Nasdaq: THDO) announced the completion of an
agreement with founder and chief executive officer Trip Hawkins
that will provide $10 million in financial support to the
company.

"3DO is poised to release hit games in 2003, beginning with our
top-ranked High Heat(TM) Major League Baseball(R) 2004 in
February," said Hawkins.  "This agreement is a big step forward
on our goals of revenue growth and a return to profitability.
Our confidence is growing from good previews from the gaming
press for our 2003 product slate, and promising purchase order
demand for our initial 2003 releases."

Hawkins, who had previously made a $3 million bridge loan to the
company, agreed to participate in a subsequent equity or debt
transaction by giving the company the option to cancel up to $3
million of the loan as payment of the purchase price in the
subsequent financing.  In addition, the total size of the loan
was increased to $8 million, of which $6.2 million has been
drawn. The balance of $1.8 million may be drawn through June 30,
2003 at the option of the company.  Hawkins also agreed to
provide additional financial assistance that the parties
currently contemplate may provide up to an additional $2 million
in financial assistance to the company.

The parties also agreed that Hawkins would subordinate his
security interest in the company's assets to new asset-based
lenders in order to facilitate the company's goal of obtaining a
new accounts receivable credit facility in 2003.  The company is
in discussions with several prospective lenders and hopes to
have a new credit line in place by March 2003.

As part of the agreement, the company will issue to Hawkins
warrants to purchase 2 million shares of 3DO common stock,
exercisable over four years, with an exercise price of $2.52 per
share, and will grant certain registration rights for Hawkins'
common stock in the company.

The 3DO Company, headquartered in Redwood City, California,
develops, publishes and distributes interactive entertainment
software for personal computers, and advanced entertainment
systems such as the PlayStation(R)2 computer entertainment
system, and the Nintendo GameCube(TM) and Game Boy(R) Advance
systems.  3DO has also been licensed to develop and publish
interactive entertainment products compatible with the Xbox(TM)
video game system from Microsoft Corp.  More information about
The 3DO Company and 3DO products can be found on the Internet at
http://www.3do.com

As previously reported in Troubled Company Reporter, 3DO
obtained a conditional waiver from its revolving credit facility
lender regarding existing defaults through October 2002.


360NETWORKS: Gets Nod to Make Payments to Eight Professionals
-------------------------------------------------------------
Judge Gropper approves the fees and expenses of 8 entities
involved in 360networks inc.'s bankruptcy proceedings on a
final basis in these amounts:

    Entity                      Allowed Fees   Allowed Expenses
    ------                      ------------   ----------------
  Debtors' Professionals:

    Willkie Farr & Gallagher     $3,124,026       $341,451

    Lazard Freres & Co., LLC      2,600,000          7,566

    Cahill Gordon & Reindel         126,906         15,484

    Cline, Williams, Johnson        184,418         14,411
    & Oldfather LLP

  Committee's Professionals:

    Sidley Austin Brown & Wood    1,939,608        111,321

    Ernst & Young Corporate       1,410,993         20,330
    Finance LLC

    Official Committee of                 0         16,458
    Unsecured Creditors

    Bragar Wexler Eagel &            25,000            248
    Morgenstern LLP

    Shandro Dixon Edgson             32,736          2,496

Moreover, the Debtors are authorized to pay the amounts as soon
as practicable the allowed fees and expenses. (360 Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ABN AMRO: Fitch Rates Class B-3, B-4 Notes at Lower-B Levels
------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-
through certificates, series 2002-10, classes IA-1 through IA-
26, IA-X, IIA-1 through IIA-3, IIA-X, A-P, and R ($686.2
million) are rated 'AAA' by Fitch Ratings. In addition, Fitch
rates class M ($7.7 million) 'AA', class B-1 ($3.9 million) 'A-
', class B-2 ($2.1 million) 'BBB-', class B-3 ($1.1 million)
'BB-' and class B-4 ($0.7 million) 'B'.

The 'AAA' rating on the class A senior certificates reflects the
2.35% subordination provided by the 1.10% class M, 0.55% class
B-1, 0.30% class B-2, 0.15% privately offered class B-3, 0.10%
privately offered class B-4 and 0.15% privately offered class B-
5 (which is not rated by Fitch). Classes M, B-1, B-2, B-3, and
B-4 are rated 'AA', 'A-', 'BBB-', 'BB-', and 'B', respectively,
based on their respective subordination.

Fitch believes the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
ABN AMRO Mortgage Group, Inc. (rated 'RPS2+' by Fitch).

The mortgage pool consists of two segregated groups of recently
originated, 15-year and 30-year fixed-rate mortgage loans
secured by one- to four-family residential properties. The two
groups are cross-collateralized.

Group I mortgage loans, with an aggregate principal balance of
$505.2 million as of the cut-off date, have a weighted average
remaining term to maturity of 359 months. The weighted average
original loan to value ratio (OLTV) of the pool is approximately
68.42%; approximately 5.09% of the mortgage loans have an OLTV
greater than 80%. The weighted average coupon of group I is
6.288%. The weighted average FICO is 739. The states that
represent the largest geographic concentration are California
(49.79%), Michigan (6.57%), New York (5.20%), and Illinois
(5.03%).

Group II mortgage loans, with an aggregate principal balance of
$197.5 million as of the cut-off date, have a weighted average
remaining term to maturity of 178 months. The weighted average
OLTV of the pool is approximately 59.13. Approximately 0.38% of
the mortgage loans have an OLTV greater than 80%. The weighted
average coupon of group II is 5.714%. The weighted average FICO
is 744. The states that represent the largest geographic
concentration are California (25.38%), Michigan (19.82%),
Illinois (6.58%), Texas (6.43%), and Florida (5.53%).

ABN AMRO Mortgage Group, Inc., originated all of the loans and
will also act as servicer for the trust. JPMorgan Chase Bank
will serve as trustee. AMAC, a special purpose corporation,
deposited the loans into the trust, which then issued the
certificates. For federal income tax purposes, the offered
certificates will be treated as ownership of debt.


ADVANCED GLASSFIBER: UST Sets Creditors Meeting for January 14
--------------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee for Region III tells
the Clerk of the U.S. Bankruptcy Court for the District of
Delaware he will convene a meeting for all creditors of Advanced
Glassfiber Yarns, LLC and its debtor-affiliates on January 14,
2003, at 10:00 a.m. in the J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, pursuant to 11 U.S.C. Sec. 341(a).

Advanced Glassfiber Yarns, LLC and its debtor-affiliate, AGY
Capital Corp., are affiliates of Owens Corning.  They are one of
the largest manufacturers and global suppliers of glass yarns.
The Company field for chapter 11 protection on December 10,
2002.  Mark E. Felger, Esq., at Cozen O'Connor and Alan B.
Hyman, Esq., at Scott K. Rutsky, Esq., represent the Debtors in
their restructuring efforts.  When the Company filed for chapter
11 protection, it listed $194.1 million in total assets and $409
million in total debts.


AES CORP: EDC Units Shoo-Away Porta Cachafeiro as Accountants
-------------------------------------------------------------
Effective December 20, 2002, the Board of Directors of C.A. la
Electricidad de Caracas and Corporacion EDC, C.A. and its
Subsidiaries elected to dismiss Porta, Cachafeiro, Laria y
Asociados (a former member firm of Arthur Andersen LLP) as its
independent accountants. Furthermore, EDC's Board of Directors
engaged Lara, Marambio y Asociados (a member firm of Deloitte
Touche Tohmatsu) as EDC's independent accountants effective
December 20, 2002. EDC is an 87 percent-owned subsidiary of The
AES Corporation.  Deloitte and Touche LLP, the principal
accountant of AES, expressed reliance on Porta, Cachafeiro,
Laria y Asociados in its report on The AES Corporation's
financial statements as of and for the year ended December 31,
2001.

As reported in Troubled Company Reporter's December 18, 2002
edition, Standard & Poor's affirmed its 'B+' corporate
credit rating on The AES Corp.  At the same time Standard &
Poor's lowered its ratings on all of AES' senior unsecured debt
to 'B-' from 'B+'; affirmed the 'BB' rating on AES' $1.62
billion senior secured bank facility and $350 million senior
secured exchange notes; affirmed the 'B-' rating on AES'
subordinated notes; and affirmed the 'CCC+' rating on AES' trust
preferred securities.  All ratings have been removed from
CreditWatch where they were placed with  negative implications
on Oct. 3, 2002. The outlook is negative.

The affirmation comes as AES has announced the closing of its
senior secured bank facility and senior secured exchange notes
maturing December 2005.

AES Corporation's 10.25% bonds due 2006 (AES06USR1) are trading
at about 46 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AKAMAI TECHNOLOGIES: Moves Investor Conference Call to Jan. 28
--------------------------------------------------------------
Akamai Technologies, Inc. (Nasdaq: AKAM), a provider of products
and services that enable the world's leading enterprises and
government agencies to extend and control their e-business
infrastructure, has moved its quarterly conference call for
investors a day earlier to Tuesday, January 28, 2003. The call
will begin at 4:30 p.m. ET, and will include the company's
fourth quarter 2002 and year-end financial results.

Akamai's conference call can be accessed through 1-888-689-4521
(or 1-706-645-9202 for international calls). A live Webcast of
the call can be accessed at http://www.akamai.com In addition,
a replay of the call will be available for one week following
the conference through the Akamai Web site or by calling 1-800-
642-1687 (or 1-706-645-9291 for international calls) and using
conference ID No. 7300313.

Akamai provides products and services that enable the world's
leading enterprises and government agencies to extend and
control their e-business infrastructure. Having deployed the
world's largest, globally-distributed computing platform, Akamai
ensures the highest levels of availability, reliability,
security, and performance of networked information and
application delivery between the origin and the destination of
any e-business process. Headquartered in Cambridge,
Massachusetts, with research and development centers around the
world, Akamai's industry-leading products and services, matched
with world-class customer care, are used by hundreds of
successful enterprises, government entities, and Web businesses
around the globe. Akamai's Sept. 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $113 million.

For more information, visit http://www.akamai.com


AURORA FOODS: Falls Below NYSE Minimum Listing Requirements
-----------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR), a producer and marketer of
leading food brands, has been advised by the New York Stock
Exchange that the Company's common stock fell below the NYSE's
continued listing criteria relating to minimum share price.
Aurora has formally acknowledged receipt of the notification and
advised the NYSE of its intent to cure this deficiency.

The NYSE requires that the Company's stock trade at a minimum
share price of $1.00 over a 30-day trading period. Under NYSE
guidelines, the Company must return its share price and average
share price back above $1.00 by six months following receipt of
the NYSE notification or the Exchange may commence suspension
and delisting procedures. The Company is currently evaluating
its alternatives with regard to complying with this standard.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer
and marketer of leading food brands, including Duncan Hines(R)
baking mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country
Kitchen(R) syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs.
Paul's(R) frozen seafood; Aunt Jemima(R) frozen breakfast
products; Celeste(R) frozen pizza and Chef's Choice(R) skillet
meals. More information about Aurora may be found on the
Company's Web site at http://www.aurorafoods.com

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Standard & Poor's affirmed its single-'B'-minus long-
term corporate credit rating on packaged foods manufacturer
Aurora Foods Inc., and at the same time affirmed Aurora's
single-'B'- minus bank loan rating and triple-'C' subordinated
debt rating. The ratings are removed from CreditWatch where they
were placed on May 16, 2002.

The outlook is negative. Total rated debt was $1.1 billion as of
June 30, 2002.


BALLY TOTAL FITNESS: Tinkers with $225-Million Credit Facility
--------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) completed a
technical amendment of its senior secured credit facility with
the unanimous approval of its lenders.

The amendment modifies leverage ratio requirements, provides for
the exclusion of certain non-cash charges from the ratio
calculations and increases the interest rates on the facility
1/2 of 1%.

Bally Total Fitness is the largest and only nationwide,
commercial operator of fitness centers, with approximately four
million members and nearly 430 facilities located in 29 states,
Canada, Asia and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R),
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With
more than 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

As reported in Troubled Company Reporter's October 24, 2002
edition, Fitch Ratings affirmed its senior secured bank credit
facility rating on Bally Total Fitness Holdings Corp., of 'BB-'.
The rating on the senior subordinated notes has been downgraded
one notch to 'B' from 'B+' reflecting Fitch's current notching
guidelines which require a two notch differential between senior
secured debt and subordinated debt. Of BFT's total balance sheet
debt of $716 million, approximately $300 million is affected by
the downgrade. The Rating Outlook was changed to Negative from
Stable.

The change in Rating Outlook to Negative from Stable reflects a
more challenging retail and economic environment. BFT's
operating margins have been impacted by slower new member sign-
ups as well as a higher proportion of new clubs which take time
to achieve profitability. Somewhat offsetting these risks is the
company's efforts to improve operating margins via the sale of
ancillary products as well as the steady stream of income from
its mature, dues paying clientele. The Rating Outlook also
considers the company's leveraged balance sheet and the
challenge of attracting new members in the current weak economy.


BETHLEHEM STEEL: Robert Jones Named Chief Manufacturing Officer
---------------------------------------------------------------
Robert J. Jones, vice president, operations services, Bethlehem
Steel Corporation, has been appointed vice president,
manufacturing and chief manufacturing officer.

In his new position, Mr. Jones will be responsible for all
manufacturing facilities, including operations, transportation
and environmental activities.  He will also accelerate
restructuring actions throughout the corporation and will become
part of the leadership team responsible for a new labor
agreement with the United Steelworkers of America.

A native of Johnstown, Pa., Mr. Jones holds a bachelor of
engineering degree in mechanical engineering from Villanova
University and attended the Stanford University Executive
Program in 1995.  He began his Bethlehem career in 1966 in
steelmaking positions in Johnstown and Bethlehem, Pa., before
moving to the Sparrows Point, Md., Division in 1983 where he was
superintendent of steelmaking and later of the cold sheet mill,
playing a lead role in the development of that new facility.
Mr. Jones then worked as vice president, operations, at
Pennsylvania Steel Technologies in 1998 and then moved in the
same position to Burns Harbor, Ind., in 2000.  He was named vice
president, operations services, in Bethlehem's corporate offices
in late 2001.

Professionally, Mr. Jones has been active in the Iron and
Steel Society and the American Iron and Steel Institute.

A resident of Bethlehem, he is married and the father of
three children. (Bethlehem Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Bethlehem Steel's 10.375% bonds due 2003
(BS03USR1) are trading at about 2 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


CALYPTE BIOMEDICAL: Shareholders' Meeting Slated for February 6
---------------------------------------------------------------
The 2002 Annual Meeting of Stockholders of Calypte Biomedical
Corporation will be held at the Company's headquarters offices
located at 1265 Harbor Bay Parkway, Alameda, California, 94502,
on Thursday, February 6, 2003, at 9:00 a.m. local time, for the
following purposes:

     1.  To elect eight directors of the Company to hold office
until the next Annual Meeting of Stockholders and until their
successors are elected and qualified;

     2.  To amend the Company's Amended and Restated Certificate
of Incorporation to effect an increase in the number of
authorized shares of the Company's common stock from 200,000,000
to 550,000,000;

     3.  To vote on a proposed amendment to the 2000 Equity
Incentive Plan to increase by 83,000,000 the number of shares of
common stock reserved for issuance thereunder, to increase the
annual grant limit to 10,000,000 shares for a plan participant,
and to eliminate the exercise price limitation of 85% of the
market price on the date of the grant;

     4.  To vote on a proposed amendment to the 1995 Director
Option Plan to increase by 7,150,000 the number of shares of
common stock reserved for issuance thereunder;

     5.  To vote on a proposed amendment to the 1995 Employee
Stock Purchase Plan to increase by 3,700,000 the number of
shares of common stock reserved for issuance thereunder;

     6.  To ratify the appointment by the Board of Directors of
KPMG LLP as independent auditors to audit the financial
statements of the Company and its consolidated subsidiaries for
the fiscal year ending December 31, 2002; and

     7.  To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.

Stockholders of record on December 16, 2002 will be eligible to
vote at this meeting. Only stockholders of record at the close
of business on such date will be entitled to notice of and to
vote at the meeting.

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

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


CLARION TECHNOLOGIES: Completes Debt & Equity Refinancing Deals
---------------------------------------------------------------
Clarion Technologies, Inc., (OTC Bulletin Board: CLAR.OB) has
successfully completed a debt and equity restructuring. The
restructuring includes the transfer of over $37 million of
subordinated debt with an interest rate of 15% to Series A
Convertible Preferred Stock with a dividend rate of 12% and a
conversion price of $1.75. In addition, the holders of the
Company's existing preferred stock agreed to lower the dividend
rate, extend the redemption date and reduce the conversion price
on the preferred stock that they currently hold.

William Beckman, President of Clarion, commented, "We are
extremely pleased to announce the completion of our debt and
equity restructuring. This demonstrates the confidence our
stakeholders have in the Clarion organization and the Company's
short and long-term strategy. The restructuring of Clarion's
capital structure will decrease our annual interest expense by
over $6.5 million and reduce our long-term financial
obligations. This transaction provides the financial foundation
necessary to enhance organic growth and is intended to signal
our long-term commitments to our customers, suppliers and
employees."

Beckman commented further, "Over the last 18 months, our Company
has made a major turnaround by reducing costs while increasing
quality and customer satisfaction. We continue to grow our
relationships with our core customers with increased sales and
future growth opportunities. This significant event should
accelerate our progress and promote the value of the Company to
our customers and shareholders."

Clarion Technologies, Inc., operates four manufacturing
facilities in Michigan and South Carolina with approximately 145
injection molding machines ranging in size from 55 to 1500 tons
of clamping force. The Company's headquarters are located in
Grand Rapids, Michigan. Further information about Clarion
Technologies can be obtained on the Web at
http://www.clariontechnologies.com

Clarion's September 28, 2002 balance sheet shows a working
capital deficit of about $49 million and a total shareholders'
equity deficit of about $44.6 million.


CLINTON ENERGY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Clinton Energy Management Services, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Clinton Gas Marketing, Inc.

Bankruptcy Case No.: 02-16492

Type of Business: The Debtor, an affiliate of Enron Corp, is
                  engaged primarily in the business of selling
                  natural gas and related gas/energy management
                  services.

Chapter 11 Petition Date: December 26, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007

                         and

                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $189,003,322

Total Debts: $210,305,462

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Oneok Energy Marketing      Trade Debt                $219,534
P.O. Box 502890
St. Louis, MO 63150
Phone: 918-591-5143

Wasatch Energy Corporation  Trade Debt                $164,952

Select Energy               Trade Debt                $153,488

Equitable Energy, LLC       Trade Debt                $110,685

Facility IQ                 Trade Debt                $86,407

Texican Natural Gas Company Trade Debt                $51,361

Dominion East Ohio          Trade Debt                $20,045

Columbia Gas of Ohio        Trade Debt                $17,755

WPS Energy Services         Trade Debt                $17,105

Ashland Distribution Energy Trade Debt                $13,270

First Energy Services Corp. Trade Debt                $12,611

Scana Energy                Trade Debt                $10,166

Allegheny Power             Trade Debt                 $8,181

Dominion Hope               Trade Debt                 $5,162

Cincinnati Gas & Electric   Trade Debt                 $4,992

Michael Best & Friedrich LLP Trade Debt                $3,898

Woodward Marketing LLC      Trade Debt                 $3,787

FPL Energy Services         Trade Debt                 $3,435

Douglas Pipeline Co         Trade Debt                   $793

Transcontinental Gas        Trade Debt                   $663
Pipeline Corp.


COM21 INC: Will Present Plan at Nasdaq Hearing on January 23
------------------------------------------------------------
Com21, Inc. (Nasdaq: CMTO), a leading global provider of system
solutions for the broadband access market, said a hearing date
has been set on January 23, 2003, to review the Nasdaq Staff's
delisting determination before the Nasdaq Listing Qualifications
Panel, with the outcome of the hearing expected sometime
thereafter. At the hearing, the Company intends to present a
plan to the Panel for achieving and sustaining compliance with
the $1 minimum bid price and $2.5 million minimum stockholders
equity requirements for continued listing on the Nasdaq SmallCap
Market, which the Company does not currently meet. There can be
no assurance the Panel will grant the Company's request for
continued listing on the Nasdaq SmallCap Market.

Under applicable Nasdaq rules, the delisting of the Company's
common stock will be stayed, and the Company's common shares
will continue to be listed and traded on the Nasdaq SmallCap
Market pending resolution of the appeal.

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."


COMMANDER AIRCRAFT: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------------
Commander Aircraft Company, a wholly-owned subsidiary of
publicly-traded Aviation General, Incorporated (OTCBB:AVGE),
has filed a voluntary bankruptcy petition under Chapter 11 of
the US Bankruptcy Code in Federal Court, Delaware. This will
allow the Company to operate under court protection while it
reorganizes and restructures its finances and business.

The Company has a relatively low cost structure and a unique
business model which have helped the Company remain viable
during the depressed economic and industry conditions of the
past two years, which have worsened recently. The Company has
been working amiably with its creditors and vendors representing
approximately $3.7 million in total net indebtedness. After
seeming to rebound in the first half of 2002, orders for new and
preowned aircraft softened significantly during the third
quarter and have virtually hit the wall recently. Unfortunately,
the Chapter 11 filing became necessary primarily as a result of
several expected orders for new and preowned aircraft failing to
be consummated, producing an immediate cash flow shortage of
approximately $1million.

The Company plans to continue its operations during the
reorganization and is committed to supporting the fleet of
existing Commander aircraft with service, parts, and
refurbishment services, as well as limited production of new
aircraft built to order. The Company is seeking additional DIP
financing as well as qualified investors and/or merger
opportunities with parties wishing to be part of a new corporate
ownership structure. Depending upon contributions from the
Company's non-manufacturing activities, the Company can achieve
break-even financial results with the manufacture and sale of
ten to twelve new Commander aircraft per annum and can achieve
significant profitability above these levels. For year 2002
ending December 31, the Company expects the delivery of only
seven new aircraft with softness during the second half of the
year in the Company's other operations. The Company believes the
softness in its business is a result of an economic recession
that began in the second half of year 2000, the significant
decline in asset values in the U.S. security markets, the
terrorist attack on September 11, 2001, continued anxiety over
possible terrorist activities, weakness in the economy, and the
drumbeat of possible war with Iraq, as well as weaknesses in
international economies. Additionally, the Company's marketing,
sales, and advertising expenditures have been sharply curtailed
over the past two years due to budget constraints.

The Company is one of the few companies in the world with an FAA
Type Certificate for production of a four-place single engine
high performance aircraft. Commander aircraft are certified to
the more recent stringent standards of FAR 23 through Amendment
7 and have had zero airframe ADs since recertification in 1992.
Commander aircraft have become known as the "Mercedes" in their
class due to attributes that include their superior safety,
design, quality, comfort, resale value, and ramp appeal. To
date, approximately $40 million has been invested to build
Commander Aircraft Company (reflected in the Company's tax loss
carry-forward). In an industry where a $100 million investment
is often insufficient to engineer, design, and FAA type certify
an aircraft, the Company's achievements are considerable. They
include: the acquisition of Rockwell's single engine high
performance Commander aircraft line, the modification and
enhancement of the value of the existing fleet of Commander
aircraft built from 1972 through 1979 by Rockwell International
Corporation, extensively enhancing the aerodynamics, avionics,
systems, interior, and power plant of the original Rockwell
Commander design resulting in a new aircraft FAA type
certification designated 114 B and 114 TC, the introduction of
new avionics packages, enhancements and derivative aircraft
models (the current 115 and 115 TC series), the establishment of
manufacturing operations and marketing, aircraft brokerage,
refurbishment, and service and support capabilities.

Wirt D. Walker, III, Chairman, stated, "Commander Aircraft
Company, incorporated in 1988, has established a worldwide
reputation for excellence in the manufacture, marketing, sales,
service and support of its top-of-theline aircraft. We look
forward to discussions with financially qualified principals who
are interested in refinancing, merging, or acquiring the
Company."

Aviation General, Incorporated is a publicly traded holding
company with two wholly owned subsidiaries, Commander Aircraft
Company and Strategic Jet Services, Inc.  Commander Aircraft
Company -- http://www.commanderair.com-- manufactures, markets
and provides support services for its line of single engine,
high performance Commander aircraft, and consulting, sales,
brokerage acquisition, and refurbishment services for all types
of piston aircraft.  Strategic Jet Services, Inc. --
http://www.strategicjet.com-- provides consulting, sales,
brokerage, acquisition, and refurbishment services for jet
aircraft.


COMMANDER AIRCRAFT: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Commander Aircraft Company
        Wiley Post Airport
        7200 Northwest 63rd Street
        Bethany, Oklahoma 73008

Bankruptcy Case No.: 02-13804

Type of Business: Wholly-owned subsidiary of publicly-traded
                  Aviation General, Incorporated.

Chapter 11 Petition Date: December 27, 2002

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: David Lee Finger, Esq.
                  David L. Finger, P.A.
                  One Commerce Center
                  1201 Orange Street, Suite 725
                  Wilmington, DE 19801-1155
                  Tel: 302 884-6766
                  Fax : 302-984-1294

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service    Employee federal          $432,912
55 North Robinson #5115     withholding tax
Oklahoma City, OK 73102-9806
Charles DeFuria
Tel: 405-297-4478

Fred Baldwin                Deposit on Aircraft       $129,000

Dombroff & Gilmore          Legal fees                $121,201

Honeywell International     Trade debt                $101,501

Oklahoma City Airport Trust Facility lease             $94,298

Engineering Systems, Inc.   Legal services             $90,000
                            (expert witness)

Lyons Manufacturing Co.,    Trade debt                 $66,676
Inc.
Welch Machine, Inc.         Trade debt                 $60,672

Susan Foster                Total Medical Bills        $50,000

The Guardian Insurance Co.  Health Insurance Premiums  $38,778

Garmin USA, Inc.            Trade debt                 $35,528

Hickok, Inc.                Trade debt                 $25,344

Apex Engineering, Inc.      Trade debt                 $23,608

Oklahoma County Treasurer   Employee state             $23,021
                            withholding tax

Ryan International Company  Trade debt                 $22,972

Sartain Fischbein & Co.     Professional Services      $20,834

Oklahoma Tax Commission     Taxes                      $20,543

TriStar (Division of        Trade debt                 $20,359
Honeywell Hardware)

Avidyne                     Trade debt                 $20,343

American Medical            Employee medical claim     $20,252
Collections Bureau


CONSECO INC: US Trustee Forming Creditor Committees Tomorrow
------------------------------------------------------------
Ira Bodenstein, the United States Trustee for the Northern
District of Illinois, has called a meeting of Conseco Inc. and
Conseco Finance's largest creditors.  The purpose of the meeting
will be to review the current situation of the Debtors and to
appoint one or more official committees of the Debtors'
creditors.  The meeting will be held tomorrow, January 3, 2003,
at 11:00a.m. (CDT) at:

           Law Offices of Kirkland & Ellis
           200 East Randolph Drive, 54th Floor
           Chicago, Illinois 60601-6636

If you are interested in serving on the committee, complete the
form posted at:


http://www.usdoj.gov/ust/r11/conseco_questionnaire_for_meeting_of_largest_cr
editors.pdf

and fax it to Richard C. Friedman, Esq. at 312-886-5794.  Also,
notify Mr. Friedman at Richard.C.Friedman@usdoj.gov by e-mail or
312-886-3320 by fax if you intend to attend the meeting.
(Conseco Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Conseco Inc.'s 6.40% bonds due 2003 (CNC03USR1) are trading at
about 11 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC03USR1for
real-time bond pricing.


CONTINENTAL AIRLINES: Mechanics Ratify New 4-Year Labor Contract
----------------------------------------------------------------
Teamster mechanics and related personnel at Continental Airlines
(NYSE: CAL) ratified a new contract by a 2157 to 789 vote.  With
more than 80 percent of members voting, the agreement provides
retroactive pay and strong job protection language.

Mechanics originally cast ballots in November but that vote was
halted when significant questions were raised about the U.S.
Postal Service's handling of the ballots, placing the integrity
of the process into question. In the first vote, only 45 percent
of member ballots were received.

According to Teamsters General Counsel Patrick Szymanski, "Our
role is to ensure the vote takes place in a fair and
unprejudiced manner.  With this vote [Fri]day, we have
accomplished that task."

The International Brotherhood of Teamsters represents nearly
50,000 hard working men and women in the airline industry and
more than 1.4 million workers throughout the United States and
Canada.

                         *    *    *

                     Management Comments

"Once again, our employees have demonstrated that they
understand the issues facing our industry and have taken a
leadership role at Continental to position themselves and our
company to succeed," said Continental Airlines Chairman and CEO
Gordon Bethune.  "This contract underscores the value of working
together to reach agreements that are fair to employees and the
company."

The four-year agreement makes an adjustment to current pay.  It
also recognizes current industry conditions with a provision to
re-look at wages in January 2004 and establishes work rules and
other contract items through 2006.

Continental Airlines is the world's sixth-largest airline and
has more than 2,000 daily departures.  With 121 domestic and 90
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 45 million passengers per year on the newest jet
fleet among major U.S. airlines.  With 48,000 employees,
Continental is one of the "100 Best Companies to Work For in
America."  Fortune ranked Continental the No. 2 Most Admired
Global Airline and No. 30 Most Admired Global Company in March
2002.  For more company information, visit
http://www.continental.com


CTC COMMUNICATIONS: Court Approves Young Conaway as Attorneys
-------------------------------------------------------------
CTC Communications Group, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to retain Young Conaway Stargatt & Taylor,
LLP as attorneys, effective as of the Petition Date.

The principal attorneys and paralegal designated to represent
the Debtors and their current standard hourly rates are:

          Pauline K. Morgan           $380 per hour
          Brendan Linehan Shannon     $380 per hour
          M. Blake Cleary             $290 per hour
          Sean M. Beach               $260 per hour
          Matthew B. McGuire          $180 per hour
          Dennis Mason, Paralegal     $140 per hour

The professional services that Young Conaway will render to the
Debtors include:

  a) providing legal advice with respect to their powers and
     duties as debtors in possession in the continued operation
     of their businesses and management of their properties;

  b) negotiating, preparing and pursuing confirmation of a plan
     and approval of a disclosure statement, and all related
     reorganization agreements or documents;

  c) preparing on behalf of the Debtors necessary applications,
     motions, answers, orders, reports and other legal papers;

  d) appearing in Court and protecting the interest of the
     Debtors before the Court; and

  e) performing all other legal services for the Debtors which
     may be necessary and proper in these proceedings.

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, represents 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.


DEL MONTE: Fitch Says Ratings Reflect Heinz Merger Completion
-------------------------------------------------------------
H.J Heinz and Company and Del Monte Foods Company announced the
completion of a transaction whereby Del Monte merged with SKF
Foods, Inc. SKF Foods businesses include the former Heinz U.S.
Seafood, North American Pet Food and Pet Snacks, U.S. Private
Label Soup, and U.S. Infant Feeding businesses.

Fitch's ratings reflected the consummation of this transaction.
Fitch continues to rate Heinz's, H.J. Heinz Finance Company's,
H.J. Heinz Finance UK Plc.'s, H.J. Heinz B.V.'s, and H.J. Heinz
Company of Canada Ltd's senior unsecured debt 'A' and commercial
paper 'F1'; and Del Monte Corporation's bank debt and senior
secured notes 'BB-' and subordinated notes 'B'.


DIGITAL TELEPORT: CenturyTel Opens with a $38 Million Bid
---------------------------------------------------------
Digital Teleport Inc. has asked a federal Bankruptcy Court for
approval to conduct an auction for the sale of its regional
fiber optic business to the highest bidder and disclosed it has
received a definitive $38 million bid from local exchange
telephone company CenturyTel Inc. (NYSE:CTL).

Digital Teleport also asked the U.S. Bankruptcy Court for the
Eastern District of Missouri in St. Louis for approval of
bidding procedures and to set a Feb. 10 auction date with a
potential sale to be approved by the court on Feb. 18.  Bids
from any other qualified buyers are due Feb. 7.  Digital
Teleport provides wholesale fiber optic transport and Ethernet
services in secondary and tertiary markets in the Midwest to
national and regional telecommunications carriers.

"Through a competitive bidding process, Digital Teleport is
attempting to achieve the highest return for our investors and
the greatest recovery for our creditors," said Paul Pierron,
president and CEO of Digital Teleport. "Over the past year, our
management team has worked diligently to increase the value of
our business, and has succeeded in spite of the current telecom
environment and the challenges of bankruptcy. We've grown our
year-over-year bandwidth revenue by more than 43 percent and we
are generating positive operating income and cash flow."

CenturyTel, the eighth largest local exchange telephone company
in the United States based on phone lines, bid $38 million in
cash for Digital Teleport's fiber optic network and business.
The agreement negotiated with CenturyTel provides for upward
adjustments to the purchase price, including certain capital
expenditures prior to the closing of the sale.

As a so-called "stalking horse bidder," CenturyTel is entitled
to submit higher bids in the auction and will receive a break-up
fee of approximately 2 percent if its original bid is not
ultimately accepted.

"While Digital Teleport reserves the right to pursue a
standalone reorganization plan, it appears that such a plan
would provide less immediate liquidity to creditors than would a
sale of the business," Pierron said. The committee of unsecured
creditors supports the sale to CenturyTel.

Digital Teleport filed voluntary Chapter 11 petitions last Dec.
31, indicating plans to exit the national long-haul business and
focus on operating its traditional core fiber optic network in
the Midwest. Judge Barry S. Schermer, who presides over the
case, previously approved various contract settlements with
other long-haul providers clearing the way for an asset sale of
the company or a standalone plan or reorganization for emerging
from Chapter 11.

                   About Digital Teleport

Digital Teleport provides wholesale fiber optic transport
services in secondary and tertiary Midwest markets to national
and regional telecommunications carriers. The company's network
spans 5,700 route miles across Arkansas, Illinois, Iowa, Kansas,
Missouri, Nebraska, Oklahoma and Tennessee. Digital Teleport
also provides fiber optic communications services to enterprise
customers and government agencies in St. Louis' premier office
buildings. The company's Web site is at
http://www.digitalteleport.comand its telephone number is
1-314-880-1000.

Digital Teleport, Inc., DTI Holdings, Inc., and Digital Teleport
of Virginia, Inc., filed for chapter 11 protection on December
31, 2001, in the U.S. Bankruptcy Court for the Eastern District
of Missouri in St. Louis (Bankr. Case No. 01-54371).  Robert E.
Richards, Esq., at Sonnenschein, Nath & Rosenthal in Chicago,
represents the Debtors.



DOBSON COMMS: Will Pay In-Kind Dividend on 13% Preferred Shares
---------------------------------------------------------------
Dobson Communications Corporation (OTCBB:DCEL) declared an in-
kind dividend on its outstanding 13% Senior Exchangeable
Preferred Stock (CUSIP 256072 50 5). The dividend will be
payable on February 1, 2003 to holders of record at the close of
business on January 15, 2003.

Holders of shares of 13% Senior Exchangeable Preferred Stock
will receive 0.03322 additional shares of 13% Senior
Exchangeable Preferred Stock for each share held on the record
date. The dividend covers the period November 1, 2002 through
January 31, 2003. The dividends have an annual rate of 13% on
the $1,000 per share liquidation preference value of the
preferred stock.

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.


ENCOMPASS SERVICES: Court Okays Non-Core Asset Sale Procedures
--------------------------------------------------------------
As part of their restructuring strategy, Encompass Services
Corporation and its debtor-affiliates want to sell certain non-
core assets before the year ends.  The Debtors hope to close the
asset sales before December 31, 2002 so they can avail of cash
refunds from the Internal Revenue Services, which may translate
to benefits for their estates.

"In addition to the cash consideration received as part of the
purchase price for the assets, the Debtors will be entitled to
receive additional cash in the form of tax refunds if the asset
sales can be completed expeditiously," Alfredo R. Perez, Esq.,
at Weil Gotshal & Manges LLP, in Houston, Texas, says.  Mr.
Perez explains that the Debtors are entitled to substantial tax
refunds from the IRS for any asset sales that will result in tax
losses for a five-year carryback period, but only for losses
incurred during the 2001 and 2002.  The Debtors' eligibility for
a five-year carryback will expire on December 31, 2002 and most
of the assets they intend to sell will result in tax losses, if
sold before the year ends.  The Debtors would want to capitalize
on that because, to the extent that any sale is not closed
before the end of the year, the Debtors will lose the right to
receive any refunds.

To provide a framework for the expedited divestiture of their
assets, the Debtors sought and obtained Court approval of a
sequence and process for marketing the assets for sale.

The Court-approved bidding and sales procedures are:

Preliminary
Requirements:   Parties requesting information relating to the
                Assets are required to:

                  (i) demonstrate that it has identifiable,
                      proven funding sources and the ability to
                      complete and close the proposed sale
                      transaction on or before December 31,
                      2002; and

                 (ii) execute a confidentiality agreement in
                      form and substance satisfactory to the
                      Debtors.

                Once the requirements are met, the Debtors will
                take the necessary actions to promptly afford
                the parties reasonable access to requested
                information on the assets, providing each party
                a fair opportunity to evaluate and prepare an
                initial bid by the Bid Deadline.

Submission of
Bids:           Each bid must be:

                  (i) in writing;

                 (ii) made on the terms and conditions set forth
                      in the a contract form proposed by the
                      Debtors, marked to show amendments or
                      modifications by the bidder;

                (iii) executed by an individual authorized to
                      bind the prospective purchaser to its
                      terms; and

                 (iv) served so as to be received no later than
                      5:00 p.m. Central Standard Time in
                      December ___, 2002 -- on a date to be
                      contemplated by the Debtors, upon:

                      -- Encompass Services Corporation
                         3 Greenway Plaza, Suite 2000
                         Houston, Texas 77046
                         Attn: Gray H. Muzzy

                      -- Weil, Gotshal & Manges LLP
                         700 Louisiana, Suite 1600
                         Houston, Texas 77002
                         Attn: Alfredo R. Perez
                               Shayne H. Newell

                      -- Winstead Sechrest & Minick PC
                         5400 Renaissance Tower
                         1201 Elm Street
                         Dallas, Texas 75270
                         Attn: R. Michael Farquhar

                      -- Andrews & Kurth LLP
                         600 Travis Street, Suite 4200
                         Houston, Texas 77002
                         Attn: Mr. Hugh Roy

                A bidder is deemed to have agreed to keep its
                offer open until the earlier of:

                * 5 business days after the assets he is bidding
                  have been disposed of pursuant to the bidding
                  procedures; and

                * January 31, 2003.

                The Proposed Contract Form contains the Debtors'
                preferred transaction terms, including:

                (1) a purchase price that will total:

                    (a) the sum of:

                        * an amount of cash consideration to be
                          designated by the prospective
                          purchaser; plus

                        * any amount the buyer owed to the
                          Debtors for deposits and
                          disbursements, if any; minus

                        * any amount the Debtors owe to the
                          buyer with regard to Deposits and
                          Disbursements, if any; plus

                        * the amount necessary to fund all cure
                          payments under the executory contracts
                          that will be subsequently assumed and
                          assigned to the buyer; and

                    (b) the buyer's assumption of certain
                        liabilities;

                (2) the sale of designated assets on an as is,
                    where is basis, with limited representations
                    and warranties by the Debtors other than as
                    to the ownership and documentation, free and
                    clear of all liens, claims, encumbrances and
                    interests, other than specified assumed
                    liabilities;

                (3) the assumption of all of the Debtors' rights
                    and obligations under the terms of the
                    Debtors' contracts, leases, and other
                    assets, subject to the Court's approval;

                (4) the identification by the prospective
                    bidder, in its bid, of all other
                    liabilities, if any, that it intends to
                    acquire, subject to the Court's approval;
                    and

                (5) the absence of material conditions to the
                    buyer's obligations, including the absence
                    of any conditions for due diligence reviews,
                    lease renegotiations or financing
                    commitments.

Qualification
Of Bidders:     The Debtors will determine, through discussions
                with prospective bidders, their qualifications
                to bid on the assets.  The Debtors will identify
                before or during the auction, those bidders that
                have been qualified to bid for the assets.
                These determinations will be made by the
                Debtors in their discretion, based on the
                information provided by each bidder, and other
                information available to the Debtors, as to the
                prospective bidder's:

                  (i) identity and description;

                 (ii) proposed terms of purchase;

                (iii) identified and proven funding sources; and

                 (iv) proven ability to complete and close the
                      proposed transaction on or before
                      December 31, 2002.

Deadline for
Initial Bids:   Initial Bids will be received by the Debtors and
                their professionals not later than December ___,
                2002, on a date to be contemplated by the
                Debtors at 5:00 p.m. Central Standard Time.  The
                Debtors will review the bids and determine
                whether one of the received bids will be
                designated as the Initially Accepted Bid.

                All bids must be submitted in writing upon the
                terms and conditions set forth in the Proposed
                Contract Form, marked to show those amendments
                or modifications proposed by the bidder.

Selection of
Initial
Accepted Bid:   In the event the Debtors selected one of the
                initial bids for the purchase of the assets as
                the Initial Accepted Bid, that selection will be
                identified  to all Qualified Bidders, the
                Debtors' postpetition lenders, the Committee,
                and the U.S. Trustee.  The bidder of the Initial
                Accepted Bid will immediately tender to the
                Debtors the non-refundable cash deposit
                specified in the accepted bid.

Potential
Break-Up Fee:   The Debtors will have the right, but not the
                obligation, to award the bidder of the Initial
                Accepted Bid a break-up fee in the event that
                the Initial Accepted Bid is not ultimately
                accepted and approved because of the acceptance
                and completion of an overbid.

                For transactions where the cash portion of the
                Proposed purchase price is:

                  (i) less than or equal to $20,000,000, the
                      Debtors are authorized to award a Break-Up
                      Fee of up to 3% of the cash portion of the
                      proposed purchase price; and

                 (ii) greater than $20,000,000, the Debtors are
                      authorized to award a Break-Up Fee of up
                      to 2% of the cash portion of the proposed
                      purchase price, unless a higher Break-Up
                      Fee is agreed to by the Committee.

Auction:        The Debtors will determine the date and time of
                Auction of a particular asset.  The Auction will
                be conducted in a location the Debtors may
                designate or at the offices of:

                           Weil, Gotshal & Manges LLP
                           700 Louisiana, Suite 1600
                           Houston, Texas 77002

                The Auction procedures are:

                (1) The Debtors will present the Initial
                    Accepted Bid, subject to the opportunity of
                    all Qualified Bidders to make overbids.  The
                    Debtors will then entertain any overbids
                    made by the Qualified Bidders;

                (2) The first overbid must include the purchase
                    price of the asset rounded up to the nearest
                    $100,000.  It must exceed the Initial
                    Accepted Bid by an amount that is no less
                    than the sum of any awarded Break-Up Fee
                    plus the amount of 1% of the cash portion of
                    the proposed purchase price;

                (3) Any subsequent overbid must include a
                    purchase price that exceeds the immediately
                    preceding accepted overbid by an amount that
                    is rounded up to the nearest $100,000 and is
                    no less than 1% of the cash portion of the
                    proposed purchase price;

                (4) All bids and overbids must conform to the
                    terms of the Debtors' Proposed Contract
                    Form, except to the extent of modifications
                    approved by the Debtors;

                (5) In the event the Debtors do not designate an
                    Initial Accepted Bid before the Auction,
                    then all prospective bidders may make
                    simultaneous initial bids at the Auction and
                    the Debtors will select one of those bids as
                    the Initial Accepted Bid, provided that only
                    bidders that are Qualified Bidders, or are
                    qualified by the Debtors at the time of the
                    Auction, may present bids or overbids at any
                    time during the Auction; and

                (6) At the conclusion of the Auction, the
                    Debtors will identify a successful bid or
                    combination of bids for the purchase of
                    assets of the Debtors, based on the
                    auction process and the Debtors'
                    determination of the highest or otherwise
                    best bids.

Sale Hearing:   At the Sale Hearing, the Debtors will present to
                the Successful Bids to the Court for approval.
                The Debtors will request that the Court approve
                the Successful Bids, which will be the Initial
                Accepted Bid, in the event that no qualified
                overbid has been accepted by the Debtors, or the
                highest or otherwise best qualified overbid, in
                the event that the Debtors have accepted the
                overbid.  The Debtors are deemed to have
                accepted a bid only when the Court has approved
                the bid at the Sale Hearing.

Best &
Highest Bid:    At all times during the Proposed Sale process,
                the Debtors will retain full discretion and
                right to determine, in their sole discretion and
                in consultation with their postpetition lenders
                and the Committee, which bids and proposals, or
                which combinations of proposals, constitute the
                highest or otherwise best offers for the
                purchase of the assets, and which bids
                therefore constitute the Initial Accepted Bid,
                or an acceptable overbid, or the Successful
                Bids, all subject to final Court approval.

                The Debtors may, at any time before entry of a
                Court order approving a qualified bid, reject
                any bid that, they determine is inadequate or
                insufficient, contrary to the requirements of
                the Bankruptcy Code, the Proposed Sale Process,
                or essential elements of the Proposed Contract
                Form, or contrary to the best interest of their
                estates, or their creditors.

Sale
Implementation: Following approval of the Successful Bids at the
                Sale Hearing, the Debtors will take all
                reasonable and necessary steps to complete and
                implement the asset sales contemplated by those
                Successful Bids, including requests for approval
                of assumptions and assignments of executory
                contract and unexpired leases, and determination
                of cure amounts for those contracts, that are
                the subject of the Sale.

                In the event of a failure of consummation of a
                Sale of the assets because of a breach or
                failure on the part of the successful bidder,
                the Debtors may select, in their sole discretion
                and in consultation with their postpetition
                lenders and the Committee, the next highest or
                otherwise best bid from a Qualified Bidder.
                They may accept and effectuate that bid without
                further Court order.

Additionally, the Court authorized the Debtors to give same-day
notice by e-mail to any contract parties whose contracts a buyer
wants to assume.  The notice will include:

    -- the cure amount the Debtors intend to pay the contract
       party; and

    -- basic financial facts describing the Highest Auction
       Bidder's financial capability to give adequate assurance
       of future performance.

The Debtors will provide evidence at the Sale Hearing concerning
cure and adequate assurance of future performance through a
competent witness from the Buyer, who will be made available for
cross-examination by the Contract Parties and other parties-in-
interest. (Encompass Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: EBF Wants to Sells Assets to Chongqing for $5.7 Mil.
----------------------------------------------------------------
Enron Corporation debtor-affiliates, EBF LLC seeks the Court's
authority to sell steel-related machinery and equipment free and
clear of any liens, claims and encumbrances to Chongqing Iron
and Steel Company Limited, subject to higher and better offers
at an auction.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that EBF owns a cold-rolled steel mill facility
near Blytheville, Arkansas wherein EBF engaged in a variety of
value-added services for hot-rolled and cold-rolled steel coils.

EBF purchased the Facility in June 2001 from Huntco Steel
Company.  Huntco continued to operate the cold-rolled mill under
an operations and maintenance agreement with EBF.  On February
2002, Huntco filed for bankruptcy protection, shut down the cold
rolled mill and terminated all employees working at the
Facility. EBF has utilized contractual personnel to maintain the
Facility while it pursues marketing efforts.

Since March 2002, EBF actively marketed the Facility, including
the Assets consisting of equipment and machinery.  EBF
publicized the sale of the Facility in "American Metal Market,"
a metals trading publication and contacted several entities it
thought might be interested in purchasing the entire Facility.
About 29 of the Initial Contacts signed confidentiality
agreements with EBF.

On April 10, 2002, bidding procedures and draft purchase and
sale agreements were sent to all various interested parties.
Mr. Sosland reports that one bid was received but EBF did not
pursue sale discussions with the bidder because EBF believed
that the bid was not adequate.  EBF then commenced discussions
with other interested parties, some of which were not involved
in the initial bidding process including Chongqing.  Chongqing
though was only interested in purchasing the Assets and not the
entire Facility, which included real property.

Accordingly, on July 9, 2002, EBF sent out bidding procedures
for the Assets only and draft bills of sale to various
interested parties.  Subsequently, Mr. Sosland relates, one
additional party submitted an offer for the entire Facility.
Upon comparison, EBF decided that Chongqing's bid is the highest
and best offer as of that time.

After substantial negotiations, EBF and Chongqing reached an
agreement for EBF to sell the Assets to Chongqing on an "as is,
where is" basis, subject to higher and better offers.  The
salient terms of the Purchase Agreement are:

A. Purchase Price.  $5,750,000;

B. Deposit, Payment of Purchase Price.  On November 21, 2002,
   Chongqing deposited $287,500 in escrow with JPMorgan Chase
   Bank, Houston Office, as escrow agent, pursuant to an escrow
   agreement.  The release of escrowed funds from the Escrow
   will be in accordance with the terms and conditions of the
   Purchase Agreement and the Escrow Agreement.  At the Closing,
   Chongqing will wire transfer the Purchase Price to EBF less
   the Deposit;

C. Assumption of Liabilities.  Effective on the Closing,
   Chongqing agrees to assume, perform, discharge and fully
   satisfy when due all of the liabilities, duties and
   obligations of any kind whatsoever occurring on or after the
   Closing date relating to the Assets or the ownership,
   handling, operation, maintenance or disposition thereof,
   together with any and all other obligations and liabilities
   expressly agreed to be assumed by Chongqing under the
   Purchase Agreement, regardless of whether any of the same
   may arise from, be caused by or relate to the sole, joint or
   concurrent negligence, strict liability or other fault or
   responsibility of EBF, any other EBF Indemnified Parties or
   any Person or party;

D. As Is, Where Is, No Recourse.  The sale, transfer and
   assignment of the Assets is made "as is, where is and with
   all faults;" and Chongqing will have no recourse to, and will
   waive all claims against EBF or any of its Affiliates in
   connection with the Assets or the Purchase Agreement.
   Notwithstanding anything to the contrary, it is the explicit
   intent of each Party that EBF is making no representation or
   warranty whatsoever with respect to the Assets and thereby
   expressly disclaims all representations and warranties with
   respect to the Assets;

E. Waiver of Consequential Damages.  Notwithstanding anything
   contained to the contrary in the Purchase Agreement, EBF and
   Chongqing agree that in no event will any party be liable to
   the other party for any indirect, consequential, special,
   exemplary or punitive damages suffered or incurred by the
   other as a result of the breach of any its obligations under
   the Agreement, regardless of the sole, joint or concurrent
   negligence, strict liability or other fault or responsibility
   of any party or Person;

F. Closing Conditions.  The obligations of both parties to
   proceed with the Closing is subject, at the option of either
   party, to the satisfaction on or prior to the Closing Date of
   all of these conditions:

   (a) Representations, Warranties and Covenants.  The Parties'
       representations, taken as a whole, will be true and
       correct in all material respects on the date of the
       Purchase Agreement and on as of the Closing date, and the
       covenants and agreements of Chongqing to be performed on
       or before the Closing date will have been duly performed
       in all material respects in accordance with the Purchase
       Agreement;

   (b) Closing Documents.  On or prior to the Closing Date, the
       Parties will have delivered, or by standing ready to
       deliver at the Closing, all agreements, instruments, and
       documents required to be delivered by the Parties under
       the Purchase Agreement;

   (c) Bankruptcy Approvals and Procedures.  All approvals and
       consents of the Bankruptcy Court required for the
       consummation of the transactions contemplated by the
       Purchase Agreement will have been obtained and the
       Bankruptcy Court Order approving the Purchase Agreement
       has been issued;

   (d) Governmental Approvals.  All other Governmental Approvals
       required for the consummation of the transactions
       contemplated in the Purchase Agreement will have been
       obtained;

   (e) Purchase Price.  Chongqing will have delivered the
       Purchase Price to EBF;

   (f) No Restraint.  On the Closing Date, no final, non-
       appealable order of a Governmental Agency with competent
       jurisdiction will have issues that enjoins or restrains
       the Closing and the consummation of the transactions
       contemplated in the Purchase Agreement; and

   (g) No Material Adverse Effect.  Since the date of the
       Purchase Agreement, there will have not been any Material
       Adverse Effect;

G. Closing.  The Closing and consummation of the transactions
   will be held on the Closing Date at 10:00 a.m. Pittsburgh
   time, at the offices of Reed Smith LLP or at other time or
   place as the Parties may agree in writing;

H. Termination of Agreement.  The Purchase Agreement and the
   transactions contemplated thereby may be terminated at any
   time prior to the Closing:

   (a) by mutual consent of the Parties;

   (b) by EBF, upon written notice to Chongqing if:

       -- there has been a material breach by Chongqing of its
          covenants, representations or warranties under the
          Purchase Agreement any time after the execution and
          delivery of the Purchase Agreement, as long as the
          breach is continuing five business days after written
          notice of breach is provided to Chongqing;

       -- the Bankruptcy Court refuses to approve the Purchase
          Agreement and issue the Bankruptcy Court Order; or

       -- the transactions contemplated in the Purchase
          Agreement is not closed and consummated, for any
          reason, on or before February 28, 2003;

   (c) if the Closing has not occurred by the 30th day after the
       Bankruptcy Court approval of the motion, then by EBF if
       any condition specified in the Purchase Agreement has not
       been satisfied by Chongqing and has not been waived by
       EBF;

   (d) if the Closing has not occurred 30 days after the
       Bankruptcy Court Order, then by Chongqing if any
       conditions in the Purchase Agreement has not been
       satisfied by EBF and are not waived by Chongqing;

   (e) by Chongqing, by notice to EBF, if Chongqing has
       previously provided EBF with written notice of a failure
       to perform any material covenant contained in the
       Purchase Agreement and EBF has failed within five days to
       perform the covenants or provide adequate assurance to
       Chongqing of its ability to perform the covenant and the
       failure results or would reasonably be expected to result
       in Material Adverse Effect; or

   (f) automatically, upon EBF consummating any transaction
       involving a sale of all or substantially all of the
       Assets to a third party;

I.  Effect of Termination.  In the event of termination of the
    Purchase Agreement, written notice will promptly be given to
    by the terminating party to the other and the Purchase
    Agreement will thereupon terminate.  After termination, all
    filings, applications and other submissions make to any
    Governmental Authority will, to the extent applicable, be
    withdrawn from the Government Authority to which they were
    made;

J. Break-Up Fee.  If the Purchase Agreement is terminated
   because and Alternative Transaction was consummated, then, in
   addition to the return of the Deposit, Chongqing, as its sole
   and exclusive remedy, will be entitled to receive from EBF a
   $172,500 payment and Chongqing waives all other remedies.
   The Break-Up Fee is conditioned on, and paid within five days
   after the consummation of the Alternative Transaction without
   the requirement of any notice or demand from Chongqing.  If
   the Closing does not occur and the Purchase Agreement is
   terminated on grounds not attributable to Chongqing, then as
   Chongqing's sole and exclusive remedy, Chongqing will be
   entitled to the return of the Deposit and it waives any and
   all other remedies;

K. EBF's Remedies.  Upon Chongqing's failure to fulfill any
   undertaking required under the Purchase Agreement, EBF, at
   its sole option, may:

   (a) enforce specific performance of the Purchase Agreement;
       or

   (b) terminate the Purchase Agreement and retain the Deposit;
       and

L. Election of Remedies.  If either Party elects to pursue
   singularly any remedy available to it under Article 15 of the
   Purchase Agreement, that Party may at any time thereafter
   cease pursuing that remedy and elect to pursue any other
   remedy, available to it under Article 15 of the Purchase
   Agreement.

Mr. Sosland contends that the sale transaction should be
approved because:

   (a) the terms and conditions of the Purchase Agreement were
       negotiated by the parties at arm's length and in good
       faith;

   (b) the Assets have already been subjected to an extensive
       marketing process and EBF believes that it has realized
       the best price obtainable for the Assets; and

   (c) EBF is not aware of any liens relating to the Assets.
       (Enron Bankruptcy News, Issue No. 52; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Enron Corp.'s 7.875% bonds due 2003
(ENRN03USR2) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR2
for real-time bond pricing.


ENUCLEUS: Must Raise Funds & Revenues to Meet Cash Requirements
---------------------------------------------------------------
eNucleus Inc., incurred a net loss of $702,000 during the nine
month period ending September 30, 2002. During such period in
2002, net cash used in operating activities totaled $202,000 and
was funded from financing activities under the Company's post
petition financing arrangements.

As part of the Company's Plan of Reorganization, it entered into
a borrowing facility with Sunami Ventures, LLC (a related party)
for up to $1.5 million. Sunami shall receive on account of the
borrowings, five shares of New common stock for every dollar
loaned and a Senior Secured Note for the amount of the
borrowings. As of September 30, 2002, eNucleus has received
approximately $432,000 under this facility, the proceeds of
which have been used to satisfy certain petitions resulting from
the bankruptcy and post-petition operating requirements.
Pursuant to the Sunami financing agreement, in December, 2001,
eNucleus entered into a three-year $545,000 secured demand loan
agreement with Capital Equity Group. The note agreement is
secured by certain of the Company's assets, guaranteed by John
Paulsen, its CEO and bears interest at the rate of 16%. As of
September 30, 2002, eNucleus has received approximately $224,000
under this facility. During the second quarter the Company was
notified by Capital Equity Group that they would not be able to
satisfy the lending requirements of the facility. The Company is
currently pursuing the formal cancellation of the note and
security agreement granted as part of the facility and is
exploring its legal rights and remedies arising from Capital
Equity Group's inability to complete the transaction.

The Company's continued existence is dependent on its ability to
achieve future profitable operations and its ability to obtain
financial support. The satisfaction of the Company's cash
requirements hereafter will depend in large part on its ability
to successfully generate revenues from operations and raise
capital to fund operations. There can, however, be no assurance
that sufficient cash will be generated from operations or that
unanticipated events requiring the expenditure of funds within
its existing operations will not  occur. Management is
aggressively pursuing additional sources of funds, the form of
which will vary depending upon prevailing market and other
conditions and may include high-yield financing vehicles, short
or long-term borrowings or the issuance of equity securities.
There can be no assurances that management's efforts in these
regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely
be subject to substantial dilution to existing shareholders. The
uncertainty related to these matters and the Company's
bankruptcy status raise substantial doubt about its ability to
continue as a going concern.

For the third quarter 2002, revenues were $79,000 compared to
$80,000 in the third quarter 2001. Operations immediately
following the bankruptcy petition and throughout the current
date, have been substantially limited to securing the financing
needed to enable the Company to complete its restructuring,
completing its required filings with the Securities and Exchange
Commission and fulfilling its obligations pursuant to the Plan
of Reorganization. eNucleus indicates that it has begun an
aggressive strategy to increase revenues and operations.

The Company's net loss decreased $285,000 to $195,000 in the
third quarter 2002 compared to a loss of $480,000 in the third
quarter 2001. Excluding the impact of the bankruptcy related
expenses, net loss was $159,000 in the third quarter 2002
compared to a loss of $295,000 in the third quarter of 2001.
This decrease in loss is attributable to the Company's efforts
in downsizing and cost-containment.


ENVIRONMENTAL ELEMENTS: Taps Legg Mason to Evaluate Alternatives
----------------------------------------------------------------
Environmental Elements Corporation (Amex: EEC) said its Board of
Directors has engaged the investment banking firm of Legg Mason
Wood Walker, Incorporated as its financial advisor to assist in
the Company's evaluation of strategic alternatives, including,
but not limited to, a sale, merger or other business combination
involving the Company.

Environmental Elements Corporation is a solutions-oriented,
global provider of innovative technology for plant services, air
pollution control equipment and complementary products.  The
Company serves a broad range of customers in the power
generation, pulp and paper, waste-to-energy, rock products,
metals and petrochemical industries.

At September 30, 2002, Environmental Elements' balance sheet
shows a total shareholders' equity deficit of about $1.7
million.


EOTT ENERGY: Wants to Implement Enron Transition Employees
----------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates ask the
Court for an order:

    (i) authorizing the transition of Employees to EOTT Energy
        LLC without the necessity of executing and filing new
        Form I-9 with regard to these Employees and finding that
        their transition without executing and filing new Form
        I-9 is consistent with federal immigration law;

   (ii) authorizing the transition of the Employees to EOTT
        Energy LLC without the necessity of performing new pre-
        employment drug and alcohol testing and finding that the
        transitioning of Employees without performing new pre-
        employment drug and alcohol testing is consistent with
        Department of Transportation regulations; and

  (iii) extending the relief granted in the Employee Order to
        cover the Employees transferred from EOTT Corp. and EPSC
        to EOTT Energy LLC and making the Employee Order
        applicable to and binding on EOTT Energy LLC and
        requiring that EOTT Energy LLC will continue to honor
        the obligations under the Employment Order.

Trey A. Monsour, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that EOTT Corp., provides EOTT Energy Partners,
LP with the personnel necessary to conduct EOTT Partners' day-
to-day business operations, or arranges for the services of the
required personnel from third parties or other affiliates of
Enron Corp. Pursuant to the EOTT Partnership Agreement, EOTT
Partners reimbursed EOTT Corp., for substantially all of its
direct and indirect costs and expenses, including compensation
and benefit costs, incurred in providing or arranging for the
services to EOTT Partners.  In addition, pursuant to the
Operation and Services Agreement, Enron Pipeline Services
Company, on EOTT Corp.'s behalf:

    -- operates EOTT Partner's pipeline facilities,

    -- provides administrative services related to the operation
       of the facilities,

    -- provides emergency services,

    -- performs capital improvements,

    -- provides other service requested by EOTT Corp., and

    -- provides certain employees to operate the pipeline
       facilities.

Mr. Monsour notes that the Debtors' joint plan of reorganization
contemplates a complete and total "divorce" of the Debtors from
Enron.  Thus, as part of its reorganization efforts, the Debtors
will transfer employees from EOTT Corp. to EOTT Energy LLC.  The
Employee transition will be effective as of January 1, 2003.

Pursuant to the Settlement Agreement and Related Documents
among, the Debtors and EOTT Canada, Ltd., on one hand, and Enron
Corp., Enron North America Corp., Enron Energy Services, Inc.,
Enron Pipeline Services Company, EGP Fuels Company and Enron Gas
Liquids, Inc. on the other hand, the Debtors are required to
transfer EPSC employees to their employ.  The Employee
Transition Agreement, which is one of the documents comprising
the Enron Settlement Agreement, provides for the transfer of the
EPSC employees to the Debtors on or before January 2, 2003.
Pursuant to the Employee Transition Agreement, the Debtors
agreed to make offers of employment to certain EPSC employees.
The Debtors intend that transition of the EPSC employees will
occur as of January 1, 2003.

Mr. Monsour explains that upon the transition of the Employees,
EOTT Energy LLC will obtain and maintain from EOTT Corp. and
from Enron, as applicable, the company's records and Form I-9 --
an immigration form certifying that the employee is authorized
to work in the United States -- relating to the Employees.  The
transition of the Employees to EOTT Energy LLC will not be
deemed, for the purposes of the Form I-9, to interrupt the
employment of the Employees currently employed by EOTT Corp. or
EPSC and who have executed Forms I-9.  According to Mr. Monsour,
the continuity of employment is consistent with federal
immigration regulations governing reorganization in the context
of Form I-90.

Moreover, Mr. Monsour continues, EOTT Energy LLC will obtain and
maintain from EOTT Corp. or EPSC, as applicable, its records of
pre-employment drug and alcohol testing required by Department
of Transportation regulations.  For those Employees employed on
pipelines, EOTT Energy LLC will also obtain and maintain from
EOTT Corp. or EPSC, as applicable, the company's written
qualification program, including evaluations, relating to the
operator qualifications of the Employees, as required by DOT
regulations.  Mr. Monsour assures Judge Schmidt that the
transfer of the Employees will not be deemed, for the purposes
of the DOT regulations, to interrupt the employment of the
Employees.  The continuity of employment is consistent with the
purposes of the DOT regulations.

On October 10, 2002, the Court released an Order Authorizing the
Debtors to Pay Employees of EOTT Energy Corp.  By the Employee
Order, the Court authorized the Debtors to pay and honor the
Prepetition Payroll and Reimbursement Expense Claims and the
Prepetition Benefits and the Critical Employee Special
Compensation Programs in the ordinary course of business.  The
Debtors are authorized to pay and honor all costs and expenses
incident to payment of those claims or support of those programs
in the ordinary course of business.  The Debtors request that
the Employee Order be made applicable to EOTT Energy LLC because
the Employees who were protected by the Employee Order are the
same Employees to be transferred to the employ of EOTT Energy
LLC.

"The Employees will still be the employees that operate the day-
to-day business of the Debtors when they become employees of
EOTT Energy LLC," Mr. Monsour emphasizes.  Hence, Mr. Monsour
contends, the continued loyalty and support of the Employees
remain critical to the Debtors' successful reorganization.  The
Debtors' ability to preserve their business and assets, and
ultimately to reorganize will be adversely affected if the
Debtors are unable to retain the services of dedicated and loyal
Employees.  Accordingly, it is essential that the relief granted
in the Employee Order be applicable and binding on EOTT Energy
LLC to maintain employee morale in anticipation of a successful
reorganization.

Mr. Monsour informs the Court that EOTT Corp. has agreed to
assume all of its obligations as these obligations are described
in the Employee Order.  Upon confirmation of the Debtors' joint
plan of reorganization, EOTT Energy LLC will continue assuming
and honoring these obligations. (EOTT Energy Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Eott Energy Partners/Fin's 11% bonds due 2009 (EOT09USR1) are
trading at about 57 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for
real-time bond pricing.


FRANKLIN CAPITAL: Seeks Financing to Resolve Going Concern Issue
----------------------------------------------------------------
Franklin Capital Corporation is a Delaware corporation operating
as a Business Development Company under the Investment Company
Act of 1940.  A BDC is a specialized type of investment company
under the Act.  A BDC  must be primarily engaged in the business
of furnishing capital and making available managerial expertise
to companies that do not have ready access to capital through
conventional financial channels.  Such companies are termed
"eligible portfolio companies". The Corporation, as a BDC,
generally may invest in other securities; however, such
investments may not exceed 30% of the Corporation's total asset
value at the time of any such investment.

On October 3, 2002, Franklin sold to Sunshine Wireless, LLC
773,196 shares of the common stock of  Excelsior at $1.94 per
share for an aggregate purchase price of $1,500,000, realizing a
gain of $726,804.  This asset sale reduced Franklin's working
capital deficiency to approximately $200,000.  Franklin
continues to have a working capital deficiency primarily due to
a note payable of $952,070 to Winstar Communications, Inc., in
connection with the acquisition of assets from Winstar. This
note is taken into  account in calculating the working capital
deficit as it is assumed to be payable  within the next year.
Due to an action in which Franklin is a named party, the due
date of this note has been extended indefinitely and it is
uncertain as to when this note will come due.  Franklin
continues to seek adequate alternative financing rather than
additional asset sales in order to alleviate the going concern
issue.

The Corporation's total assets and net assets were,
respectively, $5,491,754 and $3,744,700 at September  30, 2002,
versus $4,098,866 and $2,921,745 at December 31, 2001. Net asset
value per share attributable to common stockholders and on an as
if converted basis was $1.97 and $3.15, respectively at
September 30, 2002, versus $1.19 and $2.44 at December 31, 2001.

For the nine months ended September 30, 2002 and for the years
ended December 31, 2001, and 2000, the Corporation has incurred
a net investment loss from operations of approximately $1.2
million, $1.4 million, and $2.3 million, respectively, and has a
working capital deficiency of approximately $1.7 million at
September 30, 2002.  These conditions raise substantial doubt
about the Corporation's ability to continue as a going concern.
In order to alleviate the substantial doubt about the
Corporation's ability to continue as a going concern, the
Corporation is seeking a financing source.  There can be no
assurance that the Corporation would be able to obtain
financing.


FREEREALTIME.COM: Nesfield Commences Tender Offer for All Shares
----------------------------------------------------------------
Nesfield Acquisition Corp., a wholly owned subsidiary of NASD
member and registered broker dealer Nesfield Capital Inc., has
filed a Tender Offer for 100% of the shares of FreeRealtime.com,
Inc. (OTC BB: FRTI)(Pink Sheets).

FreeRealtime.com is currently in Chapter 11 and trades via Pink
Sheets. The current bid is $0.0001, and the current ask is
$0.005 per share. Nesfield Acquisition is offering $0.001 per
share for 16 million shares outstanding, at a total price of
$16,000.00 cash from working capital on hand. The term of the
offer is 60 days.

The tender agent for this offer is Divine Capital, Inc., of New
York City.

Nesfield Acquisition plans to acquire and operate the business
of Freerealtime.com. The operations will be moved to a new and
less expensive location under different management, to
effectuate a reduction in operating costs. Nesfield Acquisition
plans to reduce the cost of operating Freerealtime.com by
reducing senior management salaries, cost of goods sold,
operating expenses by 50%.


GENTEK INC: US Trustee Amends Creditors' Committee Membership
-------------------------------------------------------------
Law DeBenture Trust Company of New York has agreed to serve as a
member of the Official Committee of Unsecured Creditors for
GenTek's Chapter 11 cases.  Accordingly, Donald F. Walton,
Acting United States Trustee for Region 3, appoints Law
DeBenture to the Committee.  The Committee is now composed of
seven members:

             Prudential Investment Management, Inc.
             Gateway Center Four
             100 Mulberry Street
             7th Floor
             Newark, New Jersey 07102
             Attn: Paul H. Procyk
             Tel: 973-367-3279, Fax: 973-802-2333

             Muzinich & Co.
             450 Park Avenue
             18th Floor
             New York, New York 10022
             Attn: Brian Clapp
             Tel: 212-888-1580, Fax: 212-888-0368

             Ingalls & Snyder Value Partners, L.P.
             61 Broadway
             New York, New York 10006
             Attn: Thomas G. Boucher, Jr.
             Tel: 212-269-7897, Fax: 212-269-4177

             Ralph M. Passino
             15 Jonathan Smith Road
             Morristown, New Jersey 07960
             Tel: 973-886-9190

             Alcoa, Inc.
             8550 West Bryn Mawr
             10th Floor
             Chicago, Illinois 60631
             Attn: Leonard L. Rettinger, Jr.
             Tel: 773-380-7077, Fax: 773-380-7081

             Universal Bearings, Inc.
             431 North Birkey Drive
             Bremen, Indiana 46506
             Attn: David C. Ketcham
             Tel: 574-546-2261, Ext: 204, Fax: 574-546-5085

             Law DeBenture Trust Company of New York
             767 3rd Avenue
             31st Floor
             New York, New York 10017
             Attn: Daniel R. Fischer, Esq., Sr. Vice President
             Tel: 212-750-6474, Fax: 212-750-1361.
(GenTek Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Court Okays Donlin Recano as Claims & Notice Agent
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
entry of an order authorizing them to retain and employ Donlin
Recano & Company Inc., as their claims, noticing and balloting
agent.

Donlin Recano is expected to:

  -- mail notices to the estates' creditors and parties-in-
     interest;

  -- provide computerized claims, objection and balloting
     database services; and

  -- provide expertise, consultation and assistance in claim and
     ballot processing and other administrative information with
     respect to the Debtors' bankruptcy cases, including, but
     not limited to, assisting in preparation of the schedules
     and statements of financial affairs.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, informs the Court that the Debtors have
thousands of creditors, potential creditors and parties-in-
interest to whom certain notices, including notice of these
Chapter 11 cases, will be sent. The size of the Debtors'
creditor body makes it impracticable for the Debtors to, without
assistance, undertake the task of sending notices to creditors
and other parties-in-interest.  The Debtors assert that the most
effective and efficient manner by which to provide notice and
solicitation in these cases is to engage an independent third
party to act as an agent of the Court.

Mr. Milmoe relates that Donlin Recano is a data processing firm
that specializes in Chapter 11 administration, consulting and
analysis, including noticing, claims processing, voting and
other administrative tasks in Chapter 11 cases.  The Debtors
wish to engage Donlin Recano to send out certain designated
notices and to maintain claims files and a claims and voting
register.  The Debtors believe that this assistance will
expedite service of notices, streamline the claims
administration process and permit the Debtors to focus on their
reorganization efforts.

The Debtors believe that Donlin Recano is well-qualified to
provide these services, expertise, consultation and assistance.
Mr. Milmoe notes that Donlin Recano has assisted and advised
numerous Chapter 11 debtors in connection with noticing, claims
administration and reconciliation and administration of plan
votes, including Ames Department Stores, Loews Cineplex
Entertainment Corporation, Guilford Mills, Inc., Bradlees
Stores, Inc., Pinnacle Towers III Inc. and Lechters N.Y.C., Inc.

Under the Agreement, Donlin Recano will perform these services,
if necessary, as the Claims, Noticing and Balloting Agent:

  A. Prepare and serve required notices in these Chapter 11
     cases, including:

     -- A notice of commencement of these Chapter 11 cases and
        the initial meeting of creditors under Bankruptcy Code
        Section 341(a);

     -- A notice of the claims bar date;

     -- Notices of objections to claims;

     -- Notices of any hearings on a disclosure statement and
        confirmation of a plan of reorganization; and

     -- Any other miscellaneous notices as the Debtors or the
        Court may deem necessary or appropriate for an orderly
        administration of these Chapter 11 cases;

  B. Within five business days after the service of a particular
     notice, file with the Clerk's Office an affidavit of
     service that includes:

     -- a copy of the notice served;

     -- an alphabetical list of persons on whom the notice was
        served, along with their addresses; and

     -- the date and manner of service;

  C. Maintain copies of all proofs of claim and proofs of
     interest filed in these cases;

  D. Maintain official claims registers in these cases by
     docketing all proofs of claim and proofs of interest in a
     claims database that includes these information for each
     claim or interest asserted:

     -- The name and address of the claimant or interest holder
        and any agent thereof, if the proof of claim or proof of
        interest was filed by an agent;

     -- The date the proof of claim or proof of interest was
        received by Donlin Recano and the Court;

     -- The claim number assigned to the proof of claim or proof
        of interest; and

     -- The asserted amount and classification of the claim;

  E. Implement necessary security measures to ensure the
     completeness and integrity of the claims registers;

  F. Transmit to the Clerk's Office a copy of the claims
     registers on a monthly basis, unless requested by the
     Clerk's Office on a more or less frequent basis;

  G. Maintain a current mailing list for all entities that have
     filed proofs of claim or proofs of interest and make this
     list available to the Clerk's Office or any party-in-
     interest on request;

  H. Provide access to the public for examination of copies of
     the proofs of claim or proofs of interest filed in these
     cases without charge during regular business hours;

  I. Record all transfers of claims and provide notice of these
     transfers as required by Bankruptcy Rule 3001(e);

  J. Comply with applicable federal, state, municipal and local
     statutes, ordinances, rules, regulations, orders and other
     requirements;

  K. Provide temporary employees to process claims, as
     necessary;

  L. Promptly comply with all further conditions and
     requirements as the Clerk's Office or the Court may at any
     time prescribe;

  M. Provide balloting and solicitation services, including
     preparing ballots, producing personalized ballots and
     tabulating creditor ballots on a daily basis; and

  N. Provide any other claims processing, noticing, balloting
     and related administrative services as may be requested
     from time to time by the Debtors;

  O. 30 days prior to the close of these cases, an Order
     dismissing the Agent will be submitted terminating the
     services of Donlin Recano after completion of its duties
     and responsibilities and after the closing of these cases;
     and

  P. At the close of the case, box and ship all original
     documents in proper format, as provided by the Clerks'
     Office, to the Federal Archives and Record Administration
     located at Central Plains Region, 200 Space Center Drive,
     Lee's Summit, MO 64064.

In addition to the foregoing, the Debtors seek to employ Donlin
Recano to assist them with, among other things, certain data
processing and ministerial administrative functions, including:

  -- preparing their schedules, statements of financial affairs
     and master creditor lists, and any amendments thereto;

  -- if necessary, reconciling and resolving claims; and

  -- acting as solicitation and disbursing agent in connection
     with the Chapter 11 plan process.

Donlin Recano represents, among other things, that:

  -- the Firm will not consider itself employed by the United
     States government and will not seek any compensation from
     the United States government in its capacity as the Claims,
     Noticing and Balloting Agent in these Chapter 11 cases;

  -- By accepting employment in these Chapter 11 cases, the Firm
     waives any rights to receive compensation from the United
     States government;

  -- In its capacity as the Claims, Noticing and Balloting Agent
     in these Chapter 11 cases, the Firm will not be an agent of
     the United States and will not act on behalf of the United
     States; and

  -- the Firm will not employ any past or present employees of
     the Debtors in connection with its work as the Claims,
     Noticing and Balloting Agent in these Chapter 11 cases.

Moreover, Donlin Recano will continue to serve as Claims,
Noticing and Balloting Agent until it is relieved of this
service by the Court.  Specifically, in the event these cases
are converted to cases under Chapter 7 of the Bankruptcy Code,
Donlin Recano will continue to be paid for its services until
the claims filed in the Chapter 11 cases have been completely
processed, and that if claims agent representation is necessary
in the converted Chapter 7 cases.

The Court also orders that the fees and expenses of Donlin
Recano incurred in the performance of services will be treated
as an administrative expense of the Debtors' Chapter 11 estates
and be paid by the Debtors in the ordinary course of business.
Donlin Recano will submit to the United States Trustee for this
region, on a monthly basis, copies of the invoices it submits to
the Debtors for services rendered.  If any dispute arises
between Donlin Recano and the Debtors with respect to fees and
expenses, this dispute will be presented to the Court for
resolution.

Mr. Milmoe assures the Court that:

    -- neither Donlin Recano nor any employee thereof has any
       connection with the Debtors, their creditors or any other
       party-in-interest;

    -- they are "disinterested persons," as that term is defined
       in Bankruptcy Code Section 101(14), as modified by
       Bankruptcy Code Section 1107(b); and

    -- they do not hold or represent any interest adverse to the
       Debtors' estates. (Genuity Bankruptcy News, Issue No. 3;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: Completes Unisource Sale-Leaseback Transaction
---------------------------------------------------------------
Georgia-Pacific Corp., (NYSE: GP) has completed the sale-
leaseback transaction associated with the previously announced
sale of a controlling, 60 percent interest in Unisource
Worldwide Inc., to Bain Capital.  The transaction is valued at
approximately $175 million pre-tax ($150 million after tax),
which will be used to reduce debt.

Cardinal Capital Partners, Inc., has purchased from Georgia-
Pacific 38 warehouse facilities formerly owned by Unisource that
will be leased back to Georgia-Pacific under a long-term net
lease.  This sale-leaseback will be reflected as a capital lease
obligation on Georgia-Pacific's financial statements.  The
facilities, totaling more than 5.1 million square feet in 26
states, will be sub-leased to Unsiource.

Georgia-Pacific was advised on the sale-leaseback transaction by
SunTrust Robinson Humphrey, a division of SunTrust Capital
Markets, Inc. and a wholly owned subsidiary of SunTrust Banks,
Inc.

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers and distributors of tissue, packaging,
paper, building products, pulp and related chemicals.  With 2001
sales of $25 billion, the company employs approximately 60,000
people at 400 locations in North America and Europe.  Its
familiar consumer tissue brands include Quilted Northern(R),
Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi
Gras(R), So-Dri(R), Green Forest(R) and Vanity Fair(R), as well
as the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products distribution segment has
long been among the nation's leading wholesale suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.

Headquartered in Dallas, Texas, Cardinal Capital Partners, Inc.,
is a real estate investment firm focused on the acquisition of
net leased corporate real estate.  Since its founding in 1988,
Cardinal Capital has executed in excess of 200 net lease
transactions totaling $5 billion.  Cardinal Capital's client
roster spans the full spectrum of credit quality, industries and
scale -- it includes large, well-known, investment grade
companies, as well as smaller non-rated private companies.
Cardinal Capital will consider investments in industrial,
retail, office and special use properties.  For more information
please visit http://www.cardinalcapital.com

Bain Capital is a global private investment firm that owns
private equity, venture capital, fixed income and public market
fund advisors with over $14 billion in assets under management.
Bain Capital has made private equity investments and add-on
acquisitions in over 225 companies in a variety of industries,
including distribution and business services companies.
Headquartered in Boston, Bain Capital has offices in New York,
San Francisco, London, and Munich.  For more information, please
visit http://www.baincapital.com

As reported in Troubled Company Reporter's December 10, 2002
edition, Standard & Poor's withdrew its 'B' short-term corporate
credit and commercial paper ratings on Atlanta, Georgia-based
Georgia-Pacific-Corp., at the company's request as GP's
commercial paper program is currently inactive. Standard &
Poor's noted that none of its other ratings on this forest
products company, including its 'BB+' corporate credit rating,
were affected. The outlook remains negative.

Georgia-Pacific'S 8.25% Bonds due 2023 (GP23USR1), reports
DebtTraders, are trading at about 87 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GP23USR1for
real-time bond pricing.


GLOBAL CROSSING: Court Fixes January 15 Admin. Claims Bar Date
--------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
fixes January 15, 2003 at 4:00 p.m. prevailing Eastern Time as
the Administrative Expense Bar Date, by which all parties who
hold administrative expense claims incurred between the Petition
Date and December 31, 2002, against Global Crossing's bankruptcy
estate, must file a request for payment of these expenses or be
forever barred from asserting these claims.

Any person or entity asserting an administrative expense claim
that was incurred against the Debtors during the Administrative
Expense Period will be required to file an original written
proof of claim on or before the Administrative Expense Bar Date.
Original proofs of claim must be either:

     -- sent via United States mail to Global Crossing Claims
        Processing, c/o United States Bankruptcy Court for the
        Southern District of New York, P.O. Box 5014, Bowling
        Green Station, New York, New York 10274-5014; or

     -- delivered by messenger or overnight courier to Global
        Crossing Claims Processing, c/o United States Bankruptcy
        Court for the Southern District of New York, One Bowling
        Green, New York, New York 10004-1408.

Proofs of claim sent by facsimile or telecopy will not be
accepted.  The Debtors ask the Court to deem all proofs of claim
timely filed only if actually received by either of the Global
Crossing Claims Processing Center on or before the
Administrative Expense Bar Date.  All proofs of claim for
administrative expense claims must also conform substantially to
the Administrative Proof of Claim Form.

These persons or entities are not required to file a proof of
claim on or before the Administrative Bar Date:

     A. Any person or entity asserting an administrative expense
        claim that arises and is due and payable in the ordinary
        course of the Debtors' businesses.  This exception does
        not apply to those administrative expenses that remain
        outstanding and unpaid by the Debtors beyond ordinary
        business terms or prior course of business dealings;

     B. Any person or entity who has already properly filed an
        Administrative Proof of Claim with the Global Crossing
        Processing Center;

     C. Any person or entity whose administrative expense claim
        has been previously allowed by an order or orders of the
        Bankruptcy Court;

     D. Any person or entity who is one of the Debtors or an
        affiliate of any of the Debtors and holds an
        administrative expense claim against any of the other
        Debtors or any of their affiliates;

     E. Any person or entity who is a professional retained by
        any of the Debtors or the statutory committee of
        unsecured creditors appointed in these Chapter 11 cases
        pursuant to Section 327; and

     F. Any person or entity who is one of the Investors or
        their professionals and holds an administrative expense
        claim.

Persons or entities asserting these types of administrative
expense claims will be required to file requests for payment of
these claims on or before the Administrative Expense Bar Date:

     -- any administrative expense claim representing personal
        injury or other tort claim against any of the Debtors;

     -- any administrative expense claim for breach of an
        obligation, contractual, statutory or otherwise, by any
        of the Debtors;

     -- any administrative expense claim pursuant to Section
        503(b)(3)(A)-(D) or Section 503(b)(4);

     -- any administrative expense claim incurred by any of the
        Debtors outside the ordinary course of their business;

     -- any administrative expense claim incurred by any of the
        Debtors on other than ordinary business terms; and

     -- any administrative expense claim representing an
        employee claim against any of the Debtors, other than a
        claim for wages, benefits, pension or retirement
        benefits or expense reimbursement by an employee who is
        employed by any of the Debtors as of the Administrative
        Expense Bar Date.

Any holder of an administrative expense claim that is required
to file a proof of claim, but fails to do so on or before the
Administrative Expense Bar Date, will be forever barred and
enjoined from asserting the claim against the Debtors and their
property, and the Debtors and their property will be discharged
from all indebtedness or liability with respect to any claim.

Pursuant to Bankruptcy Rule 2002(a)(7), the Debtors propose to
mail a notice of the Administrative Bar Date, and the
Administrative Proof of Claim Form no later than five days after
entry of the proposed order to:

     A. the Office of the United States Trustee for the Southern
        District of New York;

     B. each member of the official committee of unsecured
        creditors appointed in these Chapter 11 cases and the
        attorneys for the Committee;

     C. all potential creditors listed on the Debtors' schedules
        of assets and liabilities at the stated addresses;

     D. the District Director of Internal Revenue for the
        Southern District of New York;

     E. the Securities and Exchange Commission;

     F. all persons and entities requesting notice pursuant to
        Bankruptcy Rule 2002;

     G. all parties who have filed notices of appearance in the
        Debtors' Chapter 11 cases; and

     H. all holders of administrative expense claims known to
        the Debtors.

The Debtors will also publish the Administrative Bar Date Notice
in The New York Times (National Edition), The Wall Street
Journal (International Edition), Financial Times of London, The
Times of London, Cyprus Weekly, Bermuda Sun, Het Financielle
Dagblad-Netherlands, LuxemburgerWort, and El Comercio.

Bankruptcy Services LLC is the authorized claims agent for the
Court with respect to the Debtors' chapter 11 cases.  Based on
past notices sent to creditors in these cases, BSI has created a
database of the persons and entities asserting administrative
expense claims against the Debtors.  Therefore, BSI will be
uniquely able to provide notice to these persons and entities.
(Global Crossing Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1), DebtTraders says, are trading at about 3 cents-on-
the-dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1


GOLF AMERICA: Delaware Court Fixes January 13 as Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware requires
all creditors, except for governmental claim holders, of Golf
America Stores, Inc., to file their proofs of claim against the
Debtor's estate, before 4:00 p.m. on January 13, 2003, or be
forever barred from asserting their claims.

With respect to governmental units, the Court establishes
February 3, 2003, as the last date for filing their claims.

All proofs of claim must be addressed to:

      Delaware Claims Agency, LLC
      Attn: Golf America Stores, Inc.
      P.O. Box 515
      Wilmington, DE 19899

Proofs of Claim need not be filed if they are on account of:

      a. Claims not listed in the schedules as contingent,
         unliquidated or disputed;

      b. Claims already properly filed with the Bankruptcy
         Court;

      c. Administrative claims of professionals retained by the
         Debtor, or the Committee;

      d. Claims allowable under 503(b) and 507(a)(1) of the
         Bankruptcy Code as administrative claims; and

      e. Claims allowed by Order of the Court.

Golf America Stores, Inc., an operator of a chain of 35 retail
stores and a distribution center, filed its chapter 11
protection on August 7, 2002.  M. Blake Cleary, Esq., Matthew B.
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP and Paul M.
Nussbaum, Esq., Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston L.L.P., represent the Debtor in its restructuring
efforts.


GRANDETEL TECHNOLOGIES: Liquidity Raises Going Concern Doubt
------------------------------------------------------------
GrandeTel Technologies Inc., (OTCBB:GTTIF) released its
financial results for the nine months ending October 31, 2002.

All figures are in Canadian dollars unless otherwise stated.

For the nine months period, the Company had reported a net loss
of $2.0 million, compared with a net loss of $4.1 million for
the same period a year ago.

Sales revenue decreased by $0.1 million from $1.1 million of the
same period a year ago. The Company is operating in three major
cities in China, namely Shanghai, Guangzhou and Qingdao. The
overall gross profit margin for the period dropped due to
downward pressure on pricing.

Operating, selling and administrative expenses decreased by $0.5
million from last year's total of $1.5 million to this year's
total of $1.0 million. The major reductions are about $0.3
million in depreciation and amortization expenses, $0.1 million
in salaries and wages and $0.1 million in other general and
administrative expenses. Other expense of last year of $0.2
million were Hong Kong expenses and overheads which were
eliminated with the closing of the Hong Kong operation last
year. During the period a portion of the Shanghai property was
rented out and received a small rental income.

In February 2002, Nakamichi Corporation, a company listed in
Japan and in which the Company holds 8,450,000 shares
(approximately 8% of total shares issued by Nakamichi), applied
to Tokyo District Court for Civil Restructuring Proceeding, this
is similar to a U.S. Chapter 11 Bankruptcy Protection filing.
The Company has made provision for its $26.4 million investment
in Nakamichi in the year ended January 31, 2002. On August 7,
2002, the creditors of Nakamichi approved the Restructuring
Plan. Under such plan, the existing shareholders of Nakamichi
will not get any recovery.

In late November 2000, the Company announced the acceptance of
put option exercisable by Class A shareholders pursuant to the
settlement of a major class action lawsuit in New York in 1999.
The put period commenced from December 1, 2000 and ended
March 30, 2001. The acceptance or put price was US 50 cents per
share. As the Company did not have the financial resources, in
accordance with the terms of the settlement agreement, The
Grande Holdings Limited, a major shareholder holding about 28%
of the Common Shares of the Company at that time, honored the
Put. The settlement agreement provided that, in the event that
Grande was required to honor any such Put, it should be entitled
to the reimbursement from the Company the costs of honoring such
Put. There were 11,098,574 Class A shares outstanding. The total
numbers of Class A shares tendered and accepted were 7,060,606
shares. After acceptance of the Class A shares Put and the
conversion of all class A shares into common shares in
accordance with the terms of the settlement, Grande hold about
42% of the issued and outstanding shares of the Company. Grande
has notified the Company in June 2002 of its intention to ask
the Company for reimbursement of the costs of honoring such Put.
Accordingly, the Company has provided the cost of honoring the
Put of about $5.65 million in the year ended January 31, 2002
results.

The Company has renewed its bank loan with Hong Kong Bank of
Canada in December 2001. When Nakamichi Corporation filed for
Civil Restructuring Proceeding in February 2002, Hong Kong Bank
of Canada has asked Grande, and Grande has agreed, to provide
other listed shares in addition to the Company's Nakamichi
shares as securities for the loan. The loan was then renewed for
a period of 5 years from February 1, 2002. The loan is repayable
in quarterly payments of US$250,000 each plus a US$ 2 million
balloon payment in February 2007.

During the period, under loan agreements with The Alpha Capital
Group Limited, a subsidiary of Grande, the Company was provided
loans totaling HK$72 million. The loans are repayable on demand
and carry interest at the Hong Kong prime lending rate plus 2%.

Decrease in accounts receivable was mainly attributable to the
provision of $1.9 million for receivable from the Chinese joint-
venture partners of Guangzhou Enhanced Communication Co. Ltd., a
joint venture in which the Company has a 65% interest, at the
end of last fiscal year-end. The provision was made on the basis
that the telecommunication business was not expected to have a
strong turn around in the near future.

The 8% senior convertible debentures with face value of
US$5,757,000 (Cdn$9,136,000) are unsecured and are maturing on
July 31, 2003. It is classified as a current liability starting
the 2nd quarter, 2002.

Although two defendants have entered into agreement to settle
the California lawsuit with the plaintiffs in late 2001, other
defendants, including the Company, have been negotiating but
have not yet reached an agreement to settle with the plaintiffs.

The Company is still facing a difficult time ahead as it still
has a liquidity problem. The audited financial statements for
the year ended January 31, 2002 were prepared on a going concern
assumption and depends on the outcome of the following events:

-- The Company's long distance fax and voice service operations
   will be turned around and achieve break-even in the coming
   year.

-- The remaining lawsuit in California will be settled so that
   the Company will be able to raise additional financing to
   strengthen its financial position and to take on new
   projects.

-- The Company will implement a restructuring to reduce its
   debts, such as a debt to equity conversion program.

-- The Company will continue to receive financial support from
   Grande.

GrandeTel is a Canadian company with headquarters in Hong Kong.
The Company holds interests in joint ventures that offer long
distance discount fax and voice services in China.

GrandeTel's October 31, 2002 balance sheet shows a total
shareholders' equity deficit of about C$38 million.


HORIZON GROUP: Closes Pleasant Lake Equity Sale Transaction
-----------------------------------------------------------
Horizon Group Properties, Inc., (Nasdaq: HGPI) an owner,
operator and developer of factory outlet and power centers, sold
145,349 limited partner units in Horizon Group Properties, L.P.,
to Pleasant Lake Apts., Ltd., pursuant to a previously announced
agreement.  The purchase price was $5.16 per unit.  Partners
representing the majority ownership of Horizon Group Properties,
L.P. approved amendments to the partnership agreement in
connection with the transaction.  Pleasant Lake Apts., Ltd., is
an affiliate of Howard M. Amster, a current limited partner in
Horizon Group Properties, L.P., the owner of approximately 29.5%
of HGP's shares and a director of HGP.

Based in Chicago, Illinois, Horizon Group Properties, Inc. has
11 factory outlet centers and one power center in 8 states
totaling more than 2.5 million square feet.

                          *     *     *

In its SEC Form 10-Q filed on November 14, 2002, the Company
said that is in default with respect to the obligations of two
loans originated by JP Morgan in July 1999 with an aggregate
principal balance of $45.5 million at September 30, 2002
(excluding accrued interest and penalties). The defaults are the
result of the Company's failure to pay in full the amounts due
under the loans commencing with the payment due October 1, 2001.
Each loan is secured by a group of three properties. The loans
are non-recourse to HGPI, subject to limited customary
exceptions.

The Company remits monthly all available cash flow, after a
reserve for monthly operating expenses, as partial payment of
the debt service. The failure to pay the full amount due
constitutes a default under the loan agreements which allows the
respective lenders to exercise their various remedies contained
in the loan agreements, including application of escrow balances
to delinquent payments and foreclosure on the properties which
collateralize the loans. The Company and the servicers of the JP
Morgan Loans are currently attempting to negotiate a
restructuring of the loans, but the Company can give no
assurance that such negotiations will result in any modification
of the terms of the loans.

The JP Morgan Loans require the monthly funding of escrow
accounts for the payment of real estate taxes, insurance and
capital improvements which totaled $331,000 at September 30,
2002. In addition, $2.3 million of monthly available cash flow
remitted as debt service has been placed in special purpose
escrow accounts by the loan servicers, rather than being applied
to the balances due on the loan. The Company continues to manage
the properties pursuant to a management agreement which is
subject to cancellation by the servicers of the loans. The
Company receives fees of approximately $25,000 per month for
such services.

The declining results of operations resulting in the inability
to service the JP Morgan Loans was judged to represent an
indication of possible impairment in the value of the properties
which secure the loans. In the third quarter of 2001, the
Company estimated the current value of the six centers which
secure the loans and concluded that the carrying value of four
of the centers exceeded the fair values of those centers.
Accordingly, the results of operations for the three and nine
months ended September 30, 2001, include a provision for asset
impairment of $18.0 million, representing a write-down of the
carrying values of the assets to their estimated fair value. The
aggregate carrying value of the real estate of the properties
collateralizing the JP Morgan Loans approximates $37.8 million
at September 30, 2002. This value is less than the current
outstanding loan balances totaling $45.5 million, excluding
accrued interest and penalties. If the lender were to foreclose
on the collateral properties in full satisfaction of the loans,
the Company would record a gain for the difference between the
carrying value of the properties and related net assets and the
outstanding loan balances plus accrued interest and penalties.
The estimation of the fair value of the six centers securing the
JP Morgan Loans involved estimates by management with respect to
future cash flows, market conditions and valuations applicable
to such properties. Future events could occur which would cause
the Company to conclude that the carrying values of the
Company's properties may need to be further adjusted.


HORSEHEAD INDUSTRIES: Inks $50 Million DIP Financing Facility
-------------------------------------------------------------
Horsehead Industries, Inc. (HII) announced today that it has
signed an agreement with its lenders to provide the company with
a $50 million in Debtor-In-Possession (DIP) financing facility.
The DIP financing has been given interim approval by the
Bankruptcy Court and the final approval hearing is scheduled for
January 9, 2003. HII was granted protection under Chapter 11 of
the U. S. Bankruptcy Law in August 2002.

"The DIP financing will provide HII with the solid financial
foundation from which it will operate during the
reorganization," said Dr. David O. Carpenter, Horsehead's
Chairman and Chief Executive Officer. "The agreement to provide
Horsehead Industries with DIP financing demonstrates to our
customers, vendors, and employees that the lenders have
confidence in our ability to emerge from bankruptcy as a very
viable company. The DIP financing will play a very important
role in our financial reorganization, and our ability to
continue to provide our customers with quality goods and
services." The lending institutions involved include JPMorgan
Chase Bank, CIT Group/Business Credit, Inc., Fleet National Bank
and LaSalle Business Credit, Inc.

Dr. Carpenter also stated that, "As a part of the company's
long-term growth and operating strategy, in October of 2002,
Horsehead Industries successfully converted to 100%
secondary/scrap-based raw materials and reduced operating costs
in the process. This strategy resulted in a 30,000-ton increase
in material processed by our Horsehead Resource Development
Company, Inc. (HRD). HII is the only large zinc smelter in the
world to accomplish this goal. Now, with the DIP financing in
place, we will be able to complete capital projects that will
allow us to increase our capacity to handle Electric Arc Furnace
(EAF) dust by an additional 15%."

While DIP financing was being arranged, Horsehead's multi-state
zinc production and zinc recycling facilities have continued
daily operations. "Market demand for our products and services
has remained strong and our operations have continued to run 24
hours a day, seven days per week," said Dr. Carpenter. "We will
continue to provide the steel industry with the United States
Environmental Protection Agency's (EPA) Best Demonstrated
Available Technology (BDAT) for environmentally-sound recycling
of zinc- containing hazardous wastes. We will also continue to
produce quality zinc products as the largest zinc producer in
the United States, and the world's foremost manufacturer of
value-added zinc products including zinc oxide, zinc dust and
zinc powder."

HII, with seven operations in six states and multiple primary
operations in Pennsylvania, is the world leader in producing
zinc from recycled sources. HII is comprised of two vertically
integrated operating companies. Zinc Corporation of America
(ZCA), Monaca, PA, operates a state-of-the-art, highly flexible
electrothermic zinc refinery, that is the largest manufacturer
in the world of value-added zinc products and Prime Western zinc
metal. Horsehead Resource Development Company (HRD), Palmerton,
PA, is the world leader in recycling zinc-bearing hazardous
electric arc furnace (EAF) dust, derived from the steel
industry, through use of its proprietary technology designated
BDAT by EPA. Horsehead and its predecessors have been
technological leaders and innovators in the zinc industry for
more than 100 years.


IMX PHARMA.: Changes Fiscal Year in Light of Healthcare Merger
--------------------------------------------------------------
On December 11, 2002, the Board of Directors of Dialog Group,
Inc., approved the change of DGI's fiscal year from a fiscal
year beginning on July 1 of each year and ending on June 30 of
the succeeding year to a fiscal year beginning January 1 and
ending on December 31 of that year effective as of January 1,
2002. DGI is taking this step in anticipation of the closing of
its Agreement for Merger with Healthcare Dialog, Inc.  Pursuant
to the Agreement, HCD will merge with a DGI subsidiary. HCD has
traditionally used a calendar fiscal year. The audits required
because of the merger and the audits to be conducted in the
future will be facilitated if DGI adopts HCD's fiscal year. This
is particularly true because TDMI, the subsidiary acquired in
January 2002, has also used a calendar fiscal year.

The Company's operations are presently those of its subsidiaries
Findstar plc., ThinkDirectMarketing, Inc., and DirectMAilQuotes,
LLC.  The Subsidiaries have collectively incurred operating
losses since their incorporation. As of March 31, 2002 the
Company's current liabilities exceeded its current assets by
$2,418,389 and its total liabilities exceeded its total assets
by $4,518,506. These matters raise substantial doubt about the
ability of the Company to continue as a going concern. The
Company's continuance will be dependent on the ability to
restructure its operations to achieve profitability in the near
term and its ability to raise sufficient debt or equity capital
to fund continuing operations until such restructuring is
completed.


INSILCO TECHNOLOGIES: Bringing-In Shearman & Sterling as Counsel
----------------------------------------------------------------
Insilco Technologies, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Shearman & Sterling as their Counsel.

In the preparation of their chapter 11 cases, Shearman &
Sterling has become familiar with the Debtors' businesses and
affairs and many of the potential legal issues that may arise in
the bankruptcy context.

At present, Shearman & Sterling's legal services rates range
from:

          Partners and Counsel     $425 to $700 per hour
          Counsel and Associates   $195 to $550 per hour
          Paralegals and Clerks     $90 to $185 per hour

Shearman & Sterling is expected to:

     a) provide legal advice with respect to their powers and
        duties as debtors in possession in the continued
        operation of their businesses and management of their
        properties;

     b) prepare on behalf of the Debtors necessary motions,
        applications, objections, responses, answers, orders,
        reports, and other legal papers;

     c) appear in Court and to protect the interests of the
        Debtors before the Court; and

     d) perform all other legal services for the Debtors which
        may be necessary and proper in these proceedings.

Insilco Technologies, Inc., a leading global manufacturer and
developer of highly specialized electronic interconnection
components and systems, serving the telecommunications, computer
networking, electronics, automotive and medical markets, filed
for chapter 11 petition on December 16, 2002. Pauline K. Morgan,
Esq., Sharon M. Zieg, Esq., Maureen D. Luke, Esq., at Young,
Conaway, Stargatt & Taylor and Constance A. Fratianni, Esq.,
Scott C. Shelley, Esq., at Shearman & Sterling, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed $144,263,000 in
total assets and $611,329,000 in total debts.


INTEGRATED HEALTH: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Integrated Health Services and its debtor-subsidiaries presented
Judge Walrath with a Joint Plan of Reorganization on
December 26, 2002 and a Joint Disclosure Statements prepared
pursuant to Section 1125 of the Bankruptcy Code to explain the
Plan to creditors.  The Reorganization Plan governs the
treatment of Claims against, and Equity Interests in, the
Debtors under two different scenarios:

  1. The consummation of the sale of the Debtors' long-term care
     and contract rehabilitation therapy businesses with THI
     Holdings, LLC and the subsequent liquidation of other
     businesses; and

  2. The implementation of a stand-alone reorganization, if the
     Sale Transaction is not consummated.

                       The Sale Transactions

Integrated struck a deal earlier this month to sell
substantially all of its assets to Trans Healthcare Inc., for
$200,000,000. Subject to higher and better offers in a
competitive bidding process, the Debtors asked the Court to
approve a Stock Purchase Agreement to sell to THI Holdings all
the Capital Stock of IHS Long Term Care, Inc., and IHS Therapy
Care, Inc.  The Sale Agreement serves as the cornerstone of the
Plan.

Consequently, on or before the Effective Date, the Debtors will
form a Liquidating LLC, which will make all distributions
required under the Plan.  On the Effective Date, the Debtors
will transfer, on a free and clear basis, all of their assets,
including the proceeds of the Sale Agreement, to the Liquidating
LLC.  Promptly following the transfer of the assets to the
Liquidating LLC, Integrated will be dissolved under applicable
law.  Thereafter, the Liquidating LLC will liquidate the
Debtors' remaining assets, which were not sold to THI Holdings,
as well as the assets of the Debtors' remaining subsidiaries.
The remaining subsidiaries will either be dissolved promptly or
transferred to the Liquidating LLC, which will liquidate any the
subsidiaries' assets, following which the subsidiaries will be
dissolved.  When all the assets have been liquidated and the
proceeds distributed, a Liquidating Manager will dissolve the
Liquidating LLC and file a final report with the Bankruptcy
Court.

                   The Stand-Alone Transactions

The consummation of the Sale Agreement is contingent on certain
conditions precedent, including:

    -- no Material Adverse Effect will have occurred,

    -- an order confirming the Plan, in form and substance
       reasonably satisfactory to the Purchaser, will have been
       entered and will have become a Final Order, and the Court
       will have approved the Purchase Agreement, on or before
       the 180th day after the date of the Purchase Agreement,
       and all other conditions precedent to the effectiveness
       of the Plan will have been satisfied or waived; and

    -- the Court will have entered a Final Order which provides
       an injunction against the assertion of claims against the
       Seller, as provided in Section 7.9 of the Purchase
       Agreement.

If these conditions are not met, and the sale to THI Holdings
will not occur, the Debtors will reorganize and continue to
operate their businesses on a stand-alone basis.

The Stand-Alone Transactions consist of transactions
contemplated to occur in connection with the Debtors' emergence
from Chapter 11 as a reorganized going concern.  Specifically,
the Stand-Alone Transactions include:

    -- The Issuance Of New Common Stock

       If the Stand-Alone Transactions are implemented, the
       Reorganized IHS will issue 2,500,000 shares of New Common
       Stock, par value $0.0001, to be distributed to the
       holders of Allowed Senior Lender Claims and Allowed
       General Unsecured Claims.  The shares will constitute
       100% of the issued and outstanding shares of New Common
       Stock as of the Effective Date.

    -- The Entry Into An Exit Financing Facility

       The Reorganized IHS will be the borrower under the Exit
       Financing Facility and its obligations will be guaranteed
       by all of its subsidiaries and will be secured by certain
       of the Reorganized Debtors' assets, including accounts
       receivable.  The precise terms associated with the Exit
       Financing Facility will be finalized as the Debtors
       prepare for confirmation of the Plan and will be set
       forth in a Plan Supplement.

       The material terms of the Exit Financing Facility are
       currently contemplated to include:

       (a) a revolving credit facility with aggregate
           availability of up to $75,000,000;

       (b) an unconditional guarantee by certain of the other
           Reorganized Debtors for IHS' obligations thereunder;

       (c) collateral security in the form of a pledge of
           certain of the Reorganized Debtors' assets, including
           accounts receivable;

       (d) a term of three years;

       (e) a market rate of interest; and

       (f) customary affirmative and negative covenants,
           financial covenants and events of default.

    -- The Issuance Of New Subordinated Notes

       The Reorganized IHS will issue up $40,000,000 in
       Principal Amount of New Subordinated Notes to be
       distributed to the holders of Allowed Senior Lender
       Claims and Allowed General Unsecured Claims.  The terms
       of the New Subordinated Notes will include:

       (a) a maturity date of 7 years from the date of issuance;

       (b) a rate of interest of [25]% per annum to be paid in
           the form of additional New Subordinated Notes or,
           Cash subject to certain conditions, including the
           satisfaction of the covenants under the Exit
           Financing Facility, if available;

       (c) junior liens -- junior to the liens seeming the Exit
           Financing Facility and any liens securing mortgage,
           which are to be reinstated on the Effective Date --
           on substantially all of the Reorganized Debtors'
           owned assets; and

       (d) certain events of default.

    -- The Reinstatement Of Certain Mortgages And Security
       Interests On Certain Of The Debtors' Properties; And

       The Debtors currently own a number of healthcare
       facilities and other real and personal property which are
       encumbered by mortgages or other security interests.  If
       the Stand Alone Transactions are implemented, then with
       the exception of the certain facilities being transferred
       or otherwise divested pursuant to the Plan, the Debtors
       will continue to operate their mortgaged facilities after
       the Effective Date.  The underlying mortgages will be
       modified or reinstated but the Debtor that is the current
       obligor on each of these mortgages will continue as the
       obligor.  If the Stand-Alone Transactions are
       implemented, it is anticipated that the Reorganized
       Debtors will retain $15,000,000 to $17,000,000 in secured
       liabilities.

    -- Other Transactions As May Be Necessary To Implement The
       Plan.

The Stand-Alone Transactions will not be implemented unless:

   (i) the conditions to Closing under the Sale Agreement are
       not satisfied by July 31, 2003; and

  (ii) the Sale Agreement is terminated.

               Board of Directors of Reorganized IHS

Upon the consummation the Stand-Alone Transactions, the initial
Board of Directors of Reorganized IHS will consist of up to nine
members, whose names, qualifications and compensation will be
disclosed no later than the hearing to confirm the Plan of
Reorganization, if the Debtors expect to consummate the Stand-
Alone Transactions.  A majority of the members of the Board will
be selected by the holders of the Senior Lender Claims.  The
Chief Executive Officer of Reorganized IHS will be a director.
Each member of the initial Board of Directors will serve on the
Board of Directors in accordance with Reorganized IHS' Amended
Articles of Incorporation and Amended Bylaws, as the same may be
amended from time to time.

Based on the ownership of Senior Lender Claims as of
[__________, 2002] these holders of Senior Lender Claims are
likely to own beneficially more than 5% of the New Common Stock
as of the Effective Date, if the Stand-Alone Transactions are
implemented:

             General Electric Capital Corporation
             60 Long Ridge Road
             Stamford, Connecticut 06927

             Goldman Sachs & Co.
             85 Broad Street
             New York, New York 10004

             Oaktree Management, LLC
             South Grand Avenue
             28th Floor
             Los Angeles, California 90071

Different Classes of Claims will receive different treatment
depending on whether the Plan becomes effective through
implementation of the Sale Transactions or the Stand-Alone
Transactions.  Nevertheless, after a careful review of a number
of factors, including their current business operations,
estimated recoveries under the proposed sale and prospects for
future business, the Debtors, in consultation with the
Creditors' Committee, have concluded that the recovery to
creditors will be maximized by the sale of all of the remaining
businesses as a going concern to a third party, rather than
reorganization on a stand-alone basis.

            Implementation of IHS Noteholder Settlement

The Plan also implements an inter-creditor settlement between
the holders of Senior Lender Claims and the two largest holders
of subordinated indebtedness of IHS.  The IHS Noteholder
Settlement was entered in connection with the confirmation of
the Rotech Plan.

Pursuant to the IHS Noteholder Settlement, holders of Claims in
Class 8 who vote to accept Integrated's Plan will be entitled to
share in a distribution of cash from the proceeds of the IHS
Noteholder Settlement, which are currently being held in escrow
pending substantial consummation of Integrated's Plan.

A copy of Integrated Health's Disclosure Statement is available
at no charge at:

   http://bankrupt.com/misc/Integrated_Health_disclosure_statement.pdf

(Integrated Health Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


J.L FRENCH AUTOMOTIVE: Completes $190 Million Financing Deal
------------------------------------------------------------
J.L. French Automotive Castings, Inc., has completed a $190
million financing transaction. Concurrent with the financing,
the company also completed an amendment to its senior bank
credit facility that provides significant covenant flexibility
for the next several years.

Proceeds from the financing were used to retire all of the
company's outstanding term loan A and provide liquidity under
the company's revolving credit facility. As a result of the
repayment of the loan, the company has no scheduled principal
repayments until 2006.

The company has also announced that it made the interest payment
on its 11.5 percent senior subordinated notes that is due in
December 2002. Payment of this interest is within the 30-day
grace period provided for under the indenture governing the
notes, ensuring the company remains in compliance with the
covenants of the bond indenture.

"The completion of the financing provides the company with
significant flexibility to execute its business plan and
implement its growth strategies, both domestically and
internationally," said David Hoyte, chief executive officer of
the company.

J.L. French Automotive Castings, Inc., is a leading global
designer and manufacturer of highly engineered aluminum die cast
automotive parts including oil pans, engine front covers and
transmission cases. The company has manufacturing facilities in
Sheboygan, WI; Grandville, and Benton Harbor, MI; Glasgow, KY;
San Andres de Echevarria, Spain; Saltillo, Mexico; as well as
five plants in the United Kingdom. The company is based in
Sheboygan, Wis., and has its corporate office in Minneapolis,
Minn.

J.L. French Automotive Castings' March 31, 2002 balance sheet
shows a working capital deficit of about $50 million, and a
total shareholders' equity deficit of about $28 million.


KEMPER INSURANCE: Fitch Keeps BB- Notes Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings is maintaining its Rating Watch Negative status
for the ratings of the Kemper Insurance Companies. Current
ratings assigned include a 'BBB' insurer financial strength
rating for the three primary insurance companies, and a 'BB-'
rating for the surplus notes issued by Lumbermens Mutual
Casualty Company, the lead property-casualty insurance
underwriter of the group.

KIC management recently announced that the company has reached
an agreement-in-principle with Berkshire Hathaway Inc.,
subsidiary, National Indemnity Company (which has a 'AAA' IFS
rating by Fitch), whereby National Indemnity will provide a cut-
through endorsement on policies issued under the agreement
beginning Jan. 1, 2003. The company indicated that this cut-
through will enable KIC to continue operating its core
businesses while restructuring its operations prior to a planned
demutualization. In connection with the transaction, KIC will
also repurchase for $125 million Berkshire's minority equity
investment in a Kemper subsidiary company that was made in 2002.
Closing of the transaction is expected in the first quarter of
2003.

Fitch believes that the cut-through was necessitated by recent
rating downgrades of Kemper by other peer rating agencies that
placed the ratings at approximately the level established by
Fitch eight months ago. KIC currently has no ratings in the 'A'
category by any major rating firm, which further affects the
organization's competitive position.

Fitch is also concerned that the repurchase of the Berkshire
investment will adversely impact KIC's capital and liquidity
position. Fitch hopes to discuss the nature of the recently
announced transactions with KIC management shortly, and will
address the Rating Watch position of KIC following these
discussions.

In April 2002, Fitch downgraded the Insurer Financial Strength
ratings of the Kemper Insurance Companies from 'A-' to 'BBB',
and the surplus notes rating of Lumbermens from 'BBB-' to 'BB-'.
At that time, the ratings were placed on Rating Watch Negative.

The rating actions reflected Fitch's view that there was a
material deterioration in the financial profile of the
organization, relating primarily to a decline in KIC's capital
as reflected by a 30% decline in policyholders' surplus at
Lumbermens in 2001 due in large part to reserve increases
recorded in the fourth quarter.

In the last 12 months, Kemper management has initiated major
strategic changes to address the organization's capital position
and operating performance, including implementation of a
comprehensive reorganization plan, and executing retroactive
reinsurance contracts for surplus relief. Fitch believes that
the ultimate success of these changes remains uncertain and that
these actions are indicative of an organization that faces
operating challenges and has limited financial flexibility,
which diminishes the opportunity for KIC to benefit from the
continued hardening commercial lines insurance market.

               Insurer Financial Strength Ratings

  --Lumbermens Mutual Casualty Co. no action 'BBB'/Negative;

  --American Motorists Insurance Co. no action 'BBB'/Negative;

  --American Manufacturers Mutual Ins. Co. no action
    'BBB'/Negative;

                      Surplus Note Rating

  --Lumbermens Mutual Casualty Co. no action 'BB-'/Negative


KENTUCKY ELECTRIC: Plans to Shut-Down Production Facilities
-----------------------------------------------------------
Kentucky Electric Steel, Inc., (Nasdaq:KESI) said that its Board
of Directors has instructed management to prepare and implement
a plan to shut down the Company's production facilities. In the
absence of a significant, near-term improvement in the Company's
financial circumstances, it is expected that this shutdown will
be permanent. In connection with this shutdown, the Company has
issued a WARN Act notice to its workforce pursuant to the Worker
Adjustment and Retraining Notification Act. At the present time,
the Company will continue shipping products to customers from
its finished goods inventory.

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

                      *      *      *

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

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

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


KMART CORP: Court Approves Stipulation with M. Fabrikant & Sons
---------------------------------------------------------------
The Official Financial Institutions' Committee told Kmart
Corporation and its debtor-affiliates that it did not like the
proposed Amended and Restated Consignment Agreement with M.
Fabrikant & Sons, Inc.

Accordingly, the Debtors, M. Fabrikant and the Financial
Committee negotiated for more favorable terms for everyone.  In
a stipulation approved by Judge Sonderby, the parties stipulate
and agree that:

A. The Debtors are authorized to enter into the Consignment
   Agreement, subject to the modifications and terms expressed
   in this Agreed Order;

B. Notwithstanding:

   -- any proof of claim filed by or on behalf of M. Fabrikant
      in these cases; or

   -- the Consignment Agreement,

   M. Fabrikant will waive, and the Debtors and their estates
   are released from:

    (i) any and all of M. Fabrikant's right, title or interest
        in, under or claim to a $2,344,975 (or 60%) portion of
        $3,908,922 of previous consigned merchandise the Debtors
        held as of October 1, 2002; and

   (ii) any and all other rights, claims, or obligations that
        could be asserted by or on behalf of M. Fabrikant based
        on or related to the Waived Prepetition Consignment
        Claim.

   In addition, any and all claims asserted by or on behalf of
   M. Fabrikant, its representatives or assigns based on or
   relating to the Waived Prepetition Consignment Claim in these
   cases is disallowed;

C. The remaining $1,563,317 non-waived portion of the
   Prepetition Consignment Claim will be allowed as a
   Prepetition Consignment Claim for M. Fabrikant;

D. The Allowed Consignment Claim will be considered an
   administrative claim for the same amount to be paid in cash.
   This administrative claim, however, will not be paid by the
   Debtors until the M. Fabrikant Agreement is terminated.
   Nevertheless, the Allowed Prepetition Consignment Claim will
   not be paid before October 1, 2007 if M. Fabrikant terminates
   the Agreement for any reason other than:

   (a) the conversion of these cases to Chapter 7;

   (b) the cessation by the Debtors of their retail business as
       a going concern or their sale or transfer of
       substantially all of their assets, whether pursuant to:

       * Section 363 of the Bankruptcy Code; or

       * a plan of reorganization or liquidation or otherwise;
         or

   (c) the Debtors have informed M. Fabrikant that they will no
       longer purchase from M. Fabrikant or their aggregate
       purchases from M. Fabrikant under the Agreement in any
       calendar year are less than $4,885,365 -- M. Fabrikant
       Minimum Annual Sales Amount.

   In any calendar year in which the Debtors permanently close
   any of their stores that were open for business as of October
   1, 2002, the M. Fabrikant Minimum Annual Sales Amount will be
   deemed automatically reduced for that calendar year -- to
   continue at the reduced amount for future calendar years --
   by an amount equal to the product yielded when multiplying
   the Minimum Sales Amount by a fraction whose:

     * numerator will be the number of stores open for business
       as of October 1, 2002 that have been permanently closed
       in that calendar year; and

     * denominator will be the number of stores open for
       business as of October 1, 2002; and

E. Any and all claims of M. Fabrikant that do not arise under
   the Agreement or under any prior consignment agreement
   including, without limitation, the claims for non-consigned
   goods sold and delivered before the Petition Date, will be
   unaltered -- that is, neither allowed nor disallowed by this
   Agreed Order. All rights or defenses with respect to those
   unaltered claims are fully reserved. (Kmart Bankruptcy News,
   Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)

DebtTraders reports that Kmart Corp.'s 9.00% bonds due 2003
(KM03USR6) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LB-UBS: Fitch Rates 7 Ser. 2002-C7 Classes at Low-B/Junk Levels
---------------------------------------------------------------
LB-UBS Commercial Mortgage Trust, series 2002-C7, commercial
mortgage pass-through certificates are rated by Fitch Ratings as
follows:

     --$63,000,000 class A-1 'AAA';

     --$190,000,000 class A-2 'AAA';

     --$100,000,000 class A-3 'AAA';

     --$394,367,000 class A-4 'AAA';

     --$228,831,000 class A-1b 'AAA';

     --$20,779,000 class B 'AA+';

     --$17,811,000 class C 'AA';

     --$17,811,000 class D 'AA-';

     --$14,843,000 class E 'A+';

     --$14,843,000 class F 'A';

     --$14,842,000 class G 'A-';

     --$1,186,963,272 class X-CL 'AAA';

     --$1,036,505,000 class X-CP 'AAA';

     --$19,295,000 class H 'BBB+';

     --$11,875,000 class J 'BBB';

     --$11,874,000 class K 'BBB-';

     --$19,295,000 class L 'BB+';

     --$7,421,000 class M 'BB';

     --$5,937,000 class N 'BB-';

     --$8,906,000 class P 'B+';

     --$4,453,000 class Q 'B';

     --$2,968,000 class S 'B-';

     --$8,906,000 class T 'CCC';

     --$8,906,272 class U 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, D, E, F and G are offered
publicly, while classes A-1b, X-CL, X-CP, H, J, K, L, M, N, P,
Q, S, T and U are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 115
fixed-rate loans having an aggregate principal balance of
approximately $1,186,963,273, as of the cutoff date.


LUBY'S INC: Annual Shareholders Meeting to Convene on January 31
----------------------------------------------------------------
The 2003 Annual Meeting of Shareholders of Luby's, Inc., a
Delaware corporation, will be held at the San Antonio Marriott
Northwest, 3233 Northwest Loop 410, San Antonio, Texas 78213, on
Friday, January 31, 2003, at 9:00 a.m., Central time, for the
following purposes:

     (1) To elect five directors to serve until the 2006 Annual
         Meeting of Shareholders;

     (2) To approve the appointment of Ernst & Young LLP as
         independent auditors for the 2003 fiscal year;

     (3) To act upon one nonbinding shareholder proposal to
         declassify the elections of directors; and

     (4) To act upon such other matters as may properly come
         before the meeting or any adjournment thereof.

The Board of Directors has determined that shareholders of
record at the close of business on December 6, 2002, will be
entitled to vote at the meeting.

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

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

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


MARTIN INDUSTRIES: Files Chapter 11 Petition in N.D. Alabama
------------------------------------------------------------
Martin Industries, Inc. (OTCBB:MTIN), a manufacturer of premium
gas fireplaces and home heating appliances, filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code before the United States Bankruptcy Court for
the Northern District of Alabama in Decatur, Alabama, on
December 27, 2002.  Chapter 11 is designed to allow a company to
continue operating while it attempts to reorganize its financial
affairs.

The Company also announced that it signed a definitive agreement
on December 20, 2002, with Monessen Hearth Systems Company to
sell substantially all of its operating assets and business to
Monessen for a purchase price of approximately $4.4 million,
subject to the approval of the Bankruptcy Court. The purchase
price includes a variable component that is, among other things,
dependent upon the inventory and receivables on hand at the time
of closing. The real estate of the Company is not included in
the assets to be purchased; however, under the agreement with
Monessen, the Company would lease its manufacturing facility in
Athens, Alabama to Monessen for a period of at least one year.
The Company intends to seek a buyer for that property, as well
as all of the other real estate owned by the Company, subject to
the approval of the Bankruptcy Court. Contemporaneously with the
filing of the Chapter 11 petition, the Company filed with the
Bankruptcy Court a motion to approve the sale to Monessen
pursuant to section 363 of the Bankruptcy Code. The proposed
sale to Monessen is also subject to certain other conditions
including due diligence and court approval being obtained prior
to February 21, 2003. The proceeds from the sale will be used by
the Company to pay down secured bank debt owed to its primary
lender. The Company had previously announced on November 8th
that it had entered into a letter of intent with Monessen for
this proposed sale.

In anticipation of its Chapter 11 filing, the Company has
entered into a debtor-in-possession (DIP) financing agreement
with its primary bank lender to fund the Company's operations in
Chapter 11. The DIP financing agreement is subject to Bankruptcy
Court approval. The Bankruptcy Court has scheduled a hearing on
December 31, 2002 to consider the Company's motion to approve
the DIP financing and other "first day" motions. The Company
intends to promptly file with the Bankruptcy Court a Chapter 11
plan that will provide for the disposition of its remaining
assets, including the real estate mentioned above.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets in the
U.S.


MARTIN INDUSTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Martin Industries, Inc.
        301 E Tennessee Street
        Florence, Alabama 35630

Bankruptcy Case No.: 02-85553

Type of Business: Martin Industries designs, manufactures and
                  sells high-end, pre-engineered gas and wood-
                  burning fireplaces, decorative gas logs,
                  fireplace inserts and gas heaters and
                  appliances for commercial and residential new
                  construction and renovation markets.

Chapter 11 Petition Date: December 27, 2002

Court: Northern District of Alabama

Judge: Jack Caddell

Debtor's Counsel: J. Patrick Darby, Esq.
                  Bradley Arant Rose & White LLP
                  One Federal Place, 1819 5th Avenue North
                  Birmingham, Alabama 35203-2104
                  Tel: 205-521-8000
                  Fax: 205-521-8800

Total Assets: $14,595,000 (as of Sept. 28, 2002)

Total Debts: $18,923,000 (as of Sept. 28, 2002)


MUELLER GROUP: S&P Affirms B+ Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Mueller Group Inc. At the same time, Standard &
Poor's revised its outlook on the Decatur, Illinois-based
manufacturer of cast, fabricated, forged, and machined products
to positive from stable.

At September 30, 2002, Mueller had approximately $581 million of
debt outstanding on its balance sheet.

The outlook revision reflects the continued improvements in
operating margins through cost initiatives, product
consolidation, and modest price increases; the expectation that
profitability should continue to improve in the near term as a
result of the elimination of royalty payments to its former
owners; and lower interest expense.

"Demonstration of a less aggressive financial policy could lead
to a ratings upgrade in the intermediate term," said Standard &
Poor's credit analyst Joel Levington.

Mueller is a leading North American manufacturer of cast,
fabricated, forged, and machined products, including fire
hydrants, water and gas valves, pipe fittings and couplings, and
pipe nipples and hangers. Mueller competes within niche market
segments of the North American flow-control industry, which is
modestly cyclical. These segments are moderate in size and are
mature, competitive, and capital intensive.

Although Mueller will likely continue to make niche acquisitions
to fill out its product lineup and extend customer and
geographic reach, no acquisitions of a meaningful size are
anticipated in the near term.


NATIONAL CENTURY: Med Diversified Wants to Use Cash Collateral
--------------------------------------------------------------
Med Diversified, Inc., and its affiliates, Chartwell Diversified
Services, Inc., Chartwell Care Givers, Inc., Chartwell Community
Services, Inc., and Resource Pharmacy, Inc., ask for relief from
the automatic stay and for authority to use cash collateral
pledged to National Century Financial, Corp., NPF VI and NPF
XII.

Robert M. Conway, Esq., at Duane Morris, LLP, in Philadelphia,
Pennsylvania, relates that the Med Debtors commenced their
Chapter 11 cases on November 27, 2002.  The Med Debtors are
affiliates of Tender Loving Care Health Care Services, et al.,
also debtors in possession in jointly administered Chapter 11
cases under Case No. 8-02-88020, filed in the United States
Bankruptcy Court for the Eastern District of New York.  The Med
Debtors provide home healthcare and alternative site healthcare,
skilled nursing, and pharmacy management and distribution
management to patients throughout the United States.  The Med
Debtors currently provide these home healthcare and related
services to more than 175,000 patients in 37 states and employ
7,657 employees to provide the services.

Prior to the Med Petition Date, certain of the Med Debtors
financed their operations through NPF VI, and NPF XII, Inc. and
their servicing company National Premier Financial Services,
Inc., which NCFE directly owns and controls.  The NCFE Entities
typically "purchase" selected physician and other healthcare
receivables, which they pool and sell as asset-backed securities
to institutional investors.  The NCFE Entities finance the
sellers of the receivables with regular periodic payments.

Mr. Conway notes that pursuant to the terms of certain Sale and
Subservicing Agreements by and between Med, CDS, CCS, and the
NCFE Entities, the NCFE Entities purchased the accounts
receivable of one or more of the Med Debtors.  The NCFE Entities
established sweep and lockbox accounts into which the Med
Debtors' payors remitted payments.

Aside from the Financing Arrangement, the Med Debtors are also
related to the NCFE Entities:

    (a) NCFE own 3% of Med's outstanding common stock.
        NCFE is a closely held corporation, which is partially
        owned by four individuals, who, in turn, own in the
        aggregate 30% of the outstanding shares of Med's common
        stock.  Thus, in the aggregate, the NCFE Entities own
        33% of Med's common stock;

    (b) Donald Ayers, a director of NCFE was and continues to be
        a director of Med;

    (c) Med acquired CDS on August 6, 2001 and Mr. Ayers, a
        member of Med's and NCFE's boards of directors, was an
        indirect shareholder of CDS;

    (d) As of March 31, 2002 Med has three unsecured notes
        payable to entities affiliated with NCFE totaling
        $28,700,000, arising from Med's purchase of assets of a
        home medical infusion company and attendant care service
        company, Home Medical of America, in September 2000;

    (e) On March 31, 2002, Med has $8,500,000 in various term
        notes due to affiliates of NCFE, as well as various term
        notes due to NCFE in the aggregate of $2,200,000;

    (f) On December 5, 2001, Med entered into a Promissory Note
        and Stock Pledge Agreement with NCFE for $4,000,000,
        secured by a pledge of an additional 3,000,000 shares of
        Med's common stock; and

    (g) Med has agreements with NCFE to provide services and
        software solution and to have exclusive marketing access
        to all of NCFE's clients for the provision of the
        Debtors' technology products.

Mr. Conway informs the Court that the NCFE Entities issued oral
commitments to the Med Debtors and other related entities to
continue funding the Med Debtors and those related entities.
Despite the NCFE Entities' assurance of continued funding and
despite their obligations under the Financing Agreement, the
NCFE Entities failed to fund the Med Debtors.

The Med Debtors received letters from the NCFE Entities on
October 31, 2002, cautioning that they did not know when or
whether they would be in a position to continue funding and/or
purchasing accounts receivable.  The NCFE Entities nevertheless
continued to receive proceeds of the Debtors' accounts
receivable, whether or not purchased by NCFE, in one or more
"lock box" accounts, which the NCFE Entities swept on a daily
basis.

On November 6, 2002, litigation was initiated in both state and
federal courts between the Debtors, the Med Debtors and other
Providers who financed their receivables through the Debtors.
Reciprocal restraining orders were issued, which froze the Med
Debtors' cash flow.

In order to obtain short-term financing and to attempt to
forestall bankruptcy, Mr. Conway reports, on November 14, 2002,
Med unsuccessfully sought an order from the U.S. District Court
for the Southern District of Ohio release the Debtors' liens on
futures accounts receivable.  Consequently, the Debtors filed
for bankruptcy.

Accordingly, the Med Debtors were compelled to commence their
respective Chapter 11 cases to gain access to their accounts
receivable and to reestablish a cash flow that will enable them
to continue in business and provide the essential health care
related services to patients.  "The Chapter 11 filing was
necessary to ensure that the more than 175,000 of the Med
Debtors' patients throughout the United States will continue to
receive without interruption, the essential health care services
that the Med Debtors provide," Mr. Conway remarks.

On November 18, 2002, the Debtors, without prior notice to the
Med Debtors, obtained a Temporary Restraining Order enjoining
CDS, CCG and CCS from maintaining "custody or control of any
proceeds of receivables, or from asserting any ownership in
receivables" and ordering that "the proceeds of the . . .
receivables be immediately deposited" into lockbox accounts.

On December 4, 2002, NYEB Judge Bernstein allowed the Med
Debtors' emergency use of the Debtors' cash collateral through
Monday, December 9, 2002, with the consent of the Debtors.
After which, Judge Bernstein will conduct a further hearing on
the continued use of the cash collateral and on a motion for
approval of a factoring agreement between the Med Debtors and
Sun Capital Healthcare, Inc.

The Factoring Agreement, Mr. Conway explains, is necessary for
the Med Debtors' continued operations.  Also, the Factoring
Agreement will provide Sun senior liens and a super priority
administrative expense claim, which will provide adequate
protection to the Debtors.

Under Section 541(a) of the Bankruptcy Code, Mr. Conway points
out, the Med Debtors have a property interest in accounts
receivable and proceeds thereof pledged to the Debtors under the
Financing Arrangement.  However, despite the Debtors' consent to
the Med Debtors' use of cash collateral on an emergency basis,
they contend that their interests in the Med Debtors' account
receivable are subject to the automatic stay set forth in
Section 362 of the Bankruptcy Code.

Mr. Conway argues that lifting the automatic stay in this
instance is warranted because:

    (a) it will merely make funds available to the Med Debtors
        which would otherwise have been available to them absent
        the financial crises and fraudulent actions of the
        Debtors;

    (b) any further cash collateral orders will provide the
        Debtors with adequate protection of their interests in
        the cash collateral;

    (c) any order approving a factoring arrangement with Sun and
        granting Sun senior liens and super priority
        administrative expense claims will provide the Debtors
        with adequate protection pursuant to Section
        364(d)(1)(B) of the Bankruptcy Code; and

    (d) without the stay relief, the Med Debtors will have not
        option but to terminate operation, imposing substantial
        harm on the hundreds of thousands of home health
        patients that are served by the Med Debtors in 37 states
        and causing substantial decrease in the value of the
        accounts receivable of the Med Debtors pledged to the
        Debtors.

Furthermore, the Med Debtors ask Judge Calhoun to determine that
the injunction is dissolved or no longer in effect due to the
automatic stay imposed by their bankruptcy filings. (National
Century Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONSRENT: Outlines Overview & Summary of First Amended Plan
--------------------------------------------------------------
NationsRent and its debtor-affiliates presented to Judge Walsh
their First Amended Joint Plan of Reorganization on December 24,
2002 pursuant to Section 1125 of the Bankruptcy Code.  The
revised Plan is primarily designed to:

    (a) alter the Debtors' debt and capital structures to permit
        them to emerge from their Chapter 11 cases with viable
        capital structures;

    (b) maximize the value of the ultimate recoveries to all
        creditor groups on a fair and equitable basis; and

    (c) settle, compromise or otherwise dispose of certain
        claims and interests on terms that the Plan Proponents
        believe to be fair and reasonable and in the best
        interests of the Debtors' respective estates, creditors
        and equity security holders.

"The one we filed today has the support of the senior bank
lenders as well as unsecured lenders," NationsRent Chief
Financial Officer Ezra Shashoua told Bloomberg in an interview.
"We anticipated revising the original plan as we negotiated with
various constituencies."

On December 19, 2002, the Majority Bank Debt Holders and the
Creditors' Committee reached an agreement regarding the
treatment of the general unsecured claims and certain other
terms embodied in the revised Plan.  As a result, the Majority
Bank Debt Holders and the Creditors' Committee have joined the
Debtors as proponents of the Plan.

The Majority Bank Debt Holders are:

    (1) The Baupost Group, LLC;
    (2) Phoenix Rental Partners, LLC;
    (3) Credit Swiss First Boston;
    (4) PPM America Special Investment Fund;
    (5) Citigroup; and
    (6) GE Capital Services Structured Finance Group, Inc.

The Majority Bank Debt Holders also include other owner or
owners of Bank Loan Claims, who, when counted with other
consenting Majority Bank Debt Holders, collectively own more
than 2/3 in dollar amount and 1/2 in number of the Bank Loan
Claims.

The revised Plan provides for, among other things:

   (i) the cancellation of certain indebtedness in exchange for
       cash, New Common Stock, New Preferred Stock and New
       Subordinated Notes and other property;

  (ii) the discharge of prepetition Intercompany Claims among
       the Debtors;

(iii) the assumption, assumption and assignment, rejection or
       refinancing through Boston Rental Partners of Executory
       Contracts and Unexpired Leases to which any Debtor is a
       party;

  (iv) the selection of the Reorganized Debtors' boards of
       directors; and

   (v) certain other restructuring transactions designed to
       reorganize the Debtors' corporate structure.

Under the terms of the Plan and subject to any potential
restructuring transactions as may be determined before the
confirmation, 95% of each of the New Securities will be
distributed to the holders of Allowed Bank Loan Claims in the
manner elected by those holders pursuant to the Plan.  With
respect to the New Common Stock, this distribution is subject to
the potential dilution through the issuance of securities under
a management incentive program that will be adopted by the
Reorganized Debtor.  The holders of Allowed Bank Loan Claims
have waived distribution rights for Allowed Deficiency Claims
and have agreed to waive any rights to enforce subordination
provisions relating to Deficiency Claims.

If the revised Plan is approved by the holders of General
Unsecured Claims in accordance with Bankruptcy Code Section
1126, it also provides that a creditor trust will receive:

    * 5% of each of the New Securities; and

    * $300,000 in cash.

Each holder of an Allowed General Unsecured Claim -- other than
holders of Deficiency Claims that are Allowed Bank Loan Claims
-- will also receive its Pro Rata share of Creditor Trust
Participation Certificates.  If the holders of General Unsecured
Claims do not approve the Plan in accordance with the Section
1126 requirements, no property will be distributed to the
Creditors Trust and no property will be distributed to or
retained by the holders of General Unsecured Claims on account
of those claims.

The Debtors expect the Effective Date of the Plan to occur on
March 31, 2003, which is the end of their first quarter for
calendar year 2003.  There can be no assurance, however, if or
when the Effective Date will actually occur.

But before anything else, the Debtors will ask the Court to
approve the Disclosure Statement filed together with the revised
Plan during the hearing on January 27, 2003.

                   Restructuring Transactions

On the Effective Date, the Debtors will enter into the Exit
Financing Facility.  They currently anticipate that the Exit
Financing Facility will consist of a $120,000,000 revolving
credit facility of which only $100,000,000 will be drawn as of
the Effective Date.  In addition, the Reorganized Debtors will
have the option to acquire Boston Rental Partners or all of its
assets and liabilities for an amount equal to the capital
contributed to Boston Rental Partners plus the assumption of all
its indebtedness plus expenses, including financing costs.

            Directors & Officers of Reorganized Debtors

As of the Effective Date, the Reorganized Debtors' Board of
Directors will consist of individuals to be identified prior to
the Confirmation Hearing.  The initial board of directors,
however, will consist of the Debtors' present directors and
officers.  These current D&O's will serve from and after the
Effective Date until a successor is duly elected or appointed:

  Name                     Position
  ----                     --------
  Thomas H. Bruinooge      Director, Chairman of the Board
  Ivan W. Gorr             Director
  Harris W. Hudson         Director
  H. Wayne Huizenga        Director
  M. Steven Langman        Director
  D. Clark Ogle            CEO
  Philip V. Petrocelli     President & COO
  Ezra Shashoua            Executive VP & CFO
  Joseph H. Izhakoff       Executive VP, Gen Counsel & Secretary

                     Creation of Creditor Trust

The Amended Plan calls for the creation of a creditor trust
which will receive all distributions made by a disbursing agent
in respect of general unsecured claims under Class C-4.  The
creditor trust will also assume the Debtors' rights to:

  (a) object to all Class C-4 Claims;

  (b) make all distributions to the holders of Allowed Class C-4
      Claims;

  (c) pursue all Unresolved Avoidance Actions against parties
      not released under the revised Plan as well as all
      Retained Actions; and

  (d) receive all Unresolved Avoidance Action recoveries against
      those parties not released under the Plan and all
      recoveries on account of the Retained Actions.
      (NationsRent Bankruptcy News, Issue No. 24; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)

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


NEVADA STAR RESOURCE: Smythe Ratcliffe Airs Going Concern Doubt
---------------------------------------------------------------
Nevada Star Resource Corp., was incorporated under the laws of
the Company Act of British Columbia, Canada on April 29, 1987.
On June 17, 1998 the Company was continued into the Yukon under
Section 190 of the Yukon Business Corporation Act. The Company
conducts its operations through its wholly-owned subsidiaries,
Nevada Star Resource Corp. (U.S.), a Nevada corporation and
M.A.N. Resources, Inc., a Washington corporation.

On July 3, 2002, the Company acquired MAN, a private company
controlled by Monty Moore, Chairman and Director of the Company,
and Robert Angrisano, Director of the Company. MAN was
incorporated on August 25, 1998 pursuant to the laws of the
State of Washington, U.S.A. Its business was the exploration and
development of mineral properties. On July 3, 2002, an aggregate
of 15,600,000 shares of common stock were issued at a deemed
price of $0.10 per share to the shareholders of MAN as
consideration for all of the issued shares of MAN. In addition,
two convertible debentures were issued for the aggregate amount
of US $842,334 (CDN $1,289,259). The debentures, which earn
interest at 5% per annum, may be converted into an aggregate
maximum of 9,400,000 shares of common stock at $0.142 per share
in years 1-3, $0.192 per share in year 4 and $0.242 per share in
year 5. Of the 15,600,000 shares issued, 10,615,640 shares
issued to Monty Moore and 3,033,040 shares issued to Robert
Angrisano are held in escrow and will be subject to the release
terms of a TSX Venture Exchange Tier 2 Surplus Security Escrow
Agreement (6 years). The escrow term may be reduced to that of a
Tier 2 Value Security Escrow Agreement (3 years) upon the
Company receiving a positive recommendation to proceed with a
proposed second phase work program and raising sufficient funds
to conduct the work program. Should the debentures be converted
into shares of common stock, those shares would be subject to
the same escrow terms.

The Company is engaged in the business of acquiring, exploring
and developing mineral properties, primarily those containing
nickel, platinum group elements, copper, gold, silver and
associated base and precious metals. All of the Company's
properties are currently in the exploration stage which is the
stage of determining feasibility for development. No reserves
have been identified on any of the Company's properties.

Where management determines that it is in the best interest of
the Company, partners will be sought to further the development
of certain properties. The Company's principal properties are
the MAN Ni-Cu-PGE Project and the Canwell Glacier Property in
the State of Alaska, the Gold Hill Property in the State of
Nevada and the Milford District Property in the State of Utah.

The Company has a history of losses and no revenues from
operations but is making preparations for a significant
exploration campaign on its MAN Ni-Cu-PGE property in Alaska.
This program will include geological, geochemical and
geophysical surveys, followed by diamond drilling. Final
budgeting for this proposed program has not yet been completed.

The Company does not currently have sufficient funds to satisfy
cash demands for operations for the next 12 months, including
general and administrative costs and the proposed exploration
program. The Company is examining two options. One would be to
option all or a part of the MAN project to a major mining
company who would then finance the required exploration. To that
end, the Company is in discussion with a number of companies.
Alternatively, the Company is examining the feasibility of
making an offshore private placement of its common stock to
certain Canadian investors under a Regulation S exemption from
registration under the Securities Act or to certain accredited
investors in the United States pursuant to Rule 506 of
Regulation D of the Securities Act. There can be no assurance
that the Company will successfully complete this offering.

Smythe Ratcliffe, Chartered Accountants of Vancouver, British
Columbia added "COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-
US REPORTING DIFFERENCES" to it auditors report concerning
Nevada Star Resource Corporation, dated December 5, 2002.  "In
the United States, reporting standards for auditors require the
addition of an explanatory paragraph, following the opinion
paragraph, when the financial statements are affected by
conditions and events that cast substantial doubt on the
Company's ability to continue as a going concern, such as those
described in note 2 to the consolidated financial statements.
Our report to the shareholders dated December 5, 2002 is
expressed in accordance with Canadian reporting standards which
do not permit a reference to such events and conditions in the
auditors' report when these are adequately disclosed in the
financial statements."


NII HOLDINGS: Completes Sale-Leaseback Deal with American Tower
---------------------------------------------------------------
NII Holdings, Inc., completed on December 17, 2002, the first in
a series of closings of its previously announced sale/leaseback
transaction with American Tower Corporation. The initial closing
involved the purchase by American Tower of 140 tower sites for
aggregate proceeds of $26,180,000.

The Company also recently completed the sale of its interest in
its Philippine operating company.

The Company developed its revised business plan in connection
with its Chapter 11 bankruptcy reorganization which contained
certain expectations of Management regarding results of
operations and capital resources.  The Company's operating
results for the nine months ended September 30, 2002 were
significantly better than expected under its revised business
plan. The Company expects that its operating revenues and
segment earnings as of and for the year ended December 31, 2002
will also be significantly better than the amounts
expected under the revised business plan and in line with the
results reported for the nine months ended September 30, 2002.
In addition, capital expenditures for the year ended December
31, 2002 are expected to be significantly lower than the prior
year and the revised business plan and, therefore, the Company
expects an ending cash balance significantly better than that
expected under the revised business plan.


NU-LIFE NUTRITION: Canadian Creditors Accept Bankruptcy Plan
------------------------------------------------------------

Nu-Life Corporation, the supplier of Nu-Life Vitamins, today
announced that it and its subsidiary Nu-Life Nutrition Ltd.'s
restructuring applications under Canada's Bankruptcy and
Insolvency Act, supported by creditors, have been approved by
the court and exempted from the provisions of OSC Rule 61-501.

"As a result of this restructuring Nu-Life has eliminated a
significant amount of cost from its operations and has improved
its financial health substantially," said Mark Couper, Nu-Life's
President and CEO. "We are now able to proceed with our new
strategic plan that focuses on recapturing lost sales and
operating margins."

                     About Nu-Life

Nu-Life Corp conceives, develops and markets the finest health
and wellness products that contribute to a higher quality of
life and performance for its customers. The Company's dedication
to product quality and innovation is second to none. Nu-Life
products, including Nu-Life vitamins and NHF sports nutrition
brands, are available at leading health food stores and
mainstream retail stores.


PACIFIC GAS: Court Approves DWR Power Procurement Transactions
--------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's authority
to enter into and extend certain power procurement contracts,
subject to specified conditions precedent to its financial and
legal obligations under the contracts to protect its estate from
any material financial or ratemaking risk.

In particular, PG&E will:

   (a) enter into contracts at its discretion on a joint basis
       with the California Department of Water Resources.

   (b) enter into contracts to purchase renewable energy; and

   (c) extend the term of certain qualifying facilities
       contracts.

With the exception of the extended QF contracts, the DWR
contracts would continue to be DWR's legal and financial
responsibility until PG&E regains its investment-grade credit
rating from both Standard and Poor's and Moody's Investors
Service.  PG&E would also be obligated under the joint contracts
with DWR only after the California Public Utilities Commission
has approved the contracts as reasonable for purposes of rate
recovery.

                 Interim Procurement Contracts

PG&E received and evaluated 59 bids for the Interim Procurement
Contracts.  PG&E examined the characteristics of the existing
portfolio to determine its sensitivity to various risk factors
like electric price, gas price, hydro conditions and variations
to load.  The proposed transactions were evaluated, including
calculations of value under a wide range of scenarios.  A short
list of proposed suppliers with higher market values and higher
cost/benefit ratios was selected and the Interim Procurement
Contracts were negotiated with the proposed suppliers.

However, the Interim Procurement Contracts contain confidential
information, which PG&E does not intend to divulge.  Thus, PG&E
seeks the Court's authority to enter into the Interim
Procurement Contracts without the necessity of disclosing
certain material terms, including the specific suppliers with
whom PG&E will contract, the contract prices and contract
quantities.

The terms of the Interim Procurement Contracts range from one to
three years commencing on and after January 1, 2003.  Total
costs to be incurred under the Interim Procurement Contracts
will not exceed $42,000,000 in 2003, $37,000,000 in 2004, and
$33,000,000 in 2005.

Pursuant to the CPUC Decision, PG&E established a Procurement
Review Group to ensure that the Interim Procurement Contracts
would be subject to sufficient review before being submitted to
the CPUC.  In addition to ex officio members, the CPUC Energy
Division and the Office of Ratepayer Advocates, the PRG
included:

1) The Utility Reform Network -- TURN;
2) The California Energy Commission -- CEC;
3) The Natural Resources Defense Council -- NRDC; and
4) California Utility Employees -- CUE.

Subject to non-disclosure agreements, the PRG members had the
right to consult with PG&E and review the details of PG&E's
interim procurement strategy, proposed procurement contracts,
and procurement processes.  After participating in this process,
none of the PRG members oppose CPUC approval of the Interim
Procurement Contracts and TURN affirmatively supports CPUC
approval.  NRDC, CEC and CUE neither support nor oppose CPUC
approval of the Interim Procurement Contracts.  ORA and CPUC
Energy Division are not taking any position at this time.

                  Renewable Energy Contracts

After conducting a competitive bidding process for the Renewable
Energy Contracts, PG&E received responses representing ten times
the volume needed to satisfy the requirements in the CPUC
Decision for 2003.  Evaluations of the offers and discussions
with potential suppliers are currently ongoing.  PG&E expects to
negotiate final contracts that will meet the additional 1% per
year of PG&E's annual electricity sales requirement.

The general terms and conditions applicable to the Renewable
Energy Contracts are substantially the same as those applicable
to the Interim Procurement Contracts, with two material
exceptions:

   -- the contracts will be for 5, 10 and 15-year terms,
      commencing on and after January 1, 2003; and

   -- there will be a $15,000 liquidated damages provision for
      each megawatt specified in the contract documents if a
      unit covered in the document is not operable and
      deliverable to PG&E by December 31, 2003.

The suppliers under the Renewable Energy Contracts will be
required to post a letter of credit or a surety bond to secure
their obligations.

The CPUC Decision also set a provisional benchmark price of 5.37
cents per kilowatt-hour, at or below which any Renewable Energy
Contract would be deemed reasonable by the CPUC.  To this end,
PG&E expects that the aggregate of the Renewable Energy
Contracts should be within the range of this benchmark and
should not exceed 6 cents per KWh.  From this estimate, the
total costs for 2003 will not exceed $45,000,000.

PG&E also obtained the Court's authority to participate into the
Renewable Energy Contracts without disclosing certain material
terms, including the specific suppliers with whom PG&E will
contract, the contract prices and contract quantities, due to
the commercially sensitive nature of this information.

The Renewable Energy Contracts will be subject to the PRG review
process.

                      QF Contracts

PG&E has identified 12 QFs that qualify for contract extensions
under the terms set forth in the CPUC Decision.  Consequently,
PG&E has expressed willingness to enter into the contract
extensions.

The QF Contract Extensions provide for a term ending no later
than December 31, 2003.  The total estimated costs for 2003
under the QF Contract Extensions is not likely to exceed
$59,500,000. (Pacific Gas Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PCNET INT'L: Obtains Canadian Court Approval of CCAA Plan
---------------------------------------------------------
PCNET International Inc., (TSE-V: PCT) announced that it
obtained court approval of its Plan of Arrangement and
Compromise.

PCNET International Inc., (TSE-V: PCT) is a leading Internet
Access Provider with its head office in Victoria British
Columbia.  Since its inception in 1995, PCNET has grown to be
one of Western Canada's largest ISPs.  PCNET provides a full
range of retail and wholesale Internet services including dial-
up and high speed Internet access, website hosting, server co-
location and computer hardware sales.


PERKINELMER INC: Completes Zero-Coupon Convertible Tender Offer
---------------------------------------------------------------
PerkinElmer, Inc., (NYSE: PKI) has accepted for payment
$378,709,750 aggregate principal amount at maturity of its Zero
Coupon Convertible Debentures due August 7, 2020, pursuant to
its cash tender offer. PerkinElmer will pay an aggregate of
$205,593,949.08 for the tendered zero coupon convertible
debentures. Each holder who tendered debentures at or before
12:00 midnight, New York City time, on December 27, 2002, the
expiration date, will receive $542.88 for each $1,000 principal
amount at maturity of tendered zero coupon convertible
debentures, representing the accreted value of the debentures
to, but excluding, December 30, 2002. The tendered zero coupon
convertible debentures represent approximately 52% of the total
outstanding zero coupon convertible debentures. The completion
of the tender offer represents the final step of the refinancing
plan announced by PerkinElmer in October 2002.

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

                          *     *     *

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

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

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


PETROLEUM GEO-SERVICES: Uses 30-Day Grace Period for Payments
-------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (OSE:PGS) will use the
30-day grace period for payment of interest due December 30,
2002 related to the Company's 6-5/8% Senior Notes due 2008 and
its 7-1/8% Senior Notes due 2028.

This decision has been implemented as a result of the Company's
ongoing dialogue with its banks and bondholders in assessing
PGS' financial condition and optimizing its liquidity position.
As a part of this dialogue, the U.S. law firm of Bingham
McCutchen LLP has been engaged to act on behalf of the
bondholders to assist in communication between the bondholders
and PGS, and any bondholders who wish to participate in this
dialogue should contact Bingham McCutchen for further details.

Under the terms of the notes, no default will occur if the
interestpayments are made within 30 days of the due date. PGS
currentlyintends to pay such interest payments before the 30
days periodexpires.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in two businesses:
geophysical seismic services and production services. PGS
acquires, processes, manages and markets 3D, time-lapse and
multi-component seismic data. These data are used by oil and gas
companies in the exploration for new reserves, the development
of existing reservoirs, and the management of producing oil and
gas fields.

In its production services business, PGS owns and operates four
floating production, storage and offloading systems. FPSOs
permit oil and gas companies to produce from offshore fields
more cost effectively. PGS operates on a worldwide basis with
headquarters in Oslo, Norway. For more information on Petroleum
Geo-Services visit http://www.pgs.com


PHARMACEUTICAL FORMULATIONS: Rights Offering Expires December 22
----------------------------------------------------------------
Pharmaceutical Formulations, Inc., (OTC Bulletin Board: PHFR)
announced that its rights offering to shareholders and employee
stock option holders expired as of December 22, 2002.  The
offering has not been further extended.  PFI further announced
that rights for 18,226 shares, at $.34 per share, have been
exercised under the offering, including 1,375 over-subscription
rights.

ICC Industries Inc., is the holder of approximately 74.5 million
shares (approximately 87%) of the common stock of PFI.  As a
majority-owned subsidiary of ICC, PFI enjoys the resources
associated with ICC's position as a global leader in the
manufacturing, marketing and trading of chemical, plastic and
pharmaceutical products. Originated as a trading enterprise in
1952, ICC also has expanded its line of business to include
manufacturing companies located in 23 locations throughout the
United States, Europe, Israel, Russia, China and Turkey.

Pharmaceutical Formulations' September 28, 2002 balance sheet
shows a total shareholders' equity deficit of about $18 million.


PHARMACEUTICAL FORMULATIONS: Misses Payment on 8% Conv. Notes
-------------------------------------------------------------
Pharmaceutical Formulations, Inc., did not make the December 15,
2002 interest payment due under its 8% Convertible Subordinated
Debentures due June 2003.  It is the Company's intention to make
such payments within the 30 day time period allowed before such
nonpayment would become an event of default under the debenture
indenture.


PREDICTIVE SYSTEMS: Plans to Shutter & Bankrupt German Unit
-----------------------------------------------------------
Predictive Systems (Nasdaq SC: PRDS), a leading network
infrastructure and security consulting firm, announced a
strategic restructuring of its European operations. As part of
the restructuring, the company will close its offices in
Germany. Predictive Systems has had a well-established presence
in Europe for over four years and will continue to deliver high
quality services to clients from its offices in the UK and
Netherlands.

"We believe that strategically restructuring our European
operations will have a positive impact on our bottom line and
improve our cash flow going forward. We expect no material
impact on revenues, and a positive impact on expenses in 2003,"
said Andrew Zimmerman, CEO of Predictive Systems.

The company remains on target to achieve the fourth quarter
guidance numbers given during the third quarter financial
results conference call, even taking into account the costs
associated with discontinuing the German operations.

"Predictive Systems continues to take steps to streamline
operations, reduce expenses, and enhance services," said Mr.
Zimmerman.  "These positive events are all important milestones
on our path to profitability."

Predictive Systems will account for the closing of the Germany
operations as a discontinued operation. As part of the
restructuring, the company's German subsidiary, Predictive
Systems A.G., has filed for bankruptcy in Germany. The filing is
confined to the German subsidiary and is not expected to have
any impact on Predictive Systems or any of its other
subsidiaries.

                     About Predictive Systems

Predictive Systems, Inc. (NASDAQ: PRDS) is a leading consulting
firm focused on building, optimizing, and securing high-
performance infrastructures to increase operational efficiency,
mitigate risk, and empower the business initiatives of Fortune
1000 companies. The firm's BusinessFirstT approach maps
technology solutions to business goals, and delivers measurable
results. Headquartered in New York City, Predictive Systems has
regional offices throughout the United States. Internationally,
it has offices in the Netherlands and the UK. For additional
information, contact Predictive Systems at (212) 659-3400 or
visit http://www.predictive.com.


Q-MEDIA SERVICES: Deloitte & Touche Appointed as Receiver
---------------------------------------------------------
Q-Media Services Corporation (TSX-"QMS") said Deloitte & Touche
Inc., has been appointed receiver and manager of the Company's
assets.  The Receiver has advised that it intends to sell the
assets of the Company in a manner consistent with the operations
continuing on a normal course basis. In light of the appointment
of the Receiver, the directors and officers of the Company have
tendered their resignations effectively immediately.

As previously announced, the Company was subject to limited
waivers from the Royal Bank of Canada over the past year and had
engaged BMO Nesbitt Burns as an advisor to assist the Company in
improving the financial capacity of the Company.  The Company
was unable to come to alternative arrangements.


QWEST COMMS: S&P Assigns New Ratings after Debt Exchange Offer
--------------------------------------------------------------
Standard & Poor's Ratings Services reassigned its 'B-' corporate
credit rating to diversified telecommunications carrier Qwest
Communications International Inc.

Standard & Poor's also assigned a 'CCC+' rating to three senior
subordinated secured notes, representing $3.3 billion in total
debt issued under a 144A offer by Qwest Services Corp., in
connection with its debt exchange offer concluded with Qwest
Capital Funding Inc., debt holders. These notes are guaranteed
by Qwest and Qwest Capital Funding Inc., and have a junior lien
on the $2 billion bank loan collateral pool. The collateral for
the $2 billion bank loan includes a first lien on the stock of
the local telephone operating company Qwest Corp., and a second
lien on the stock and certain assets of the Qwest directories
business.

Qwest and Qwest Services Corp., have agreed to enter into a
registration rights agreement pursuant to which they will agree
to file an exchange offer registration statement and, under some
circumstances, a shelf registration statement, with the SEC with
respect to the new notes. However, Qwest's ability to register
these notes is hampered by the current SEC investigation, which
is likely to preclude any registration from becoming effective
at this time.

Furthermore, Standard & Poor's assigned a 'CCC+' rating to the
untendered senior unsecured debt remaining at Qwest Capital
Funding Inc., which represents about $7.7 billion of debt.

The outlook is developing.

"The 'B-' corporate credit rating is the same as prior to the
debt exchange offer. As a result of the exchange, the company's
consolidated debt has been reduced by a relatively modest $1.9
billion, versus the company's total pre-exchange debt balances
of about $24.5 billion," said Standard & Poor's credit analyst
Catherine Cosentino. "Moreover, the 'B-' rating reflects the
high degree of risk that continues to surround Qwest due to the
ongoing Department of Justice criminal and SEC investigations,
as well as the existence of various shareholder lawsuits."

Standard & Poor's also said that near-term liquidity still
remains a source of concern, particularly if closing of the $4.3
billion second phase of the company's directories sale is
delayed beyond 2003. Even with the debt exchange, which resulted
in a reduction of about $287 million in maturities in 2004,
Qwest has consolidated maturities from 2003 through 2005 of
about $6.7 billion, of which about $4.5 billion is due through
2004.

Qwest Communications' 7.50% bonds due 2008 (Q08USR3) are trading
at about 77 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


RESIDENTIAL ASSET: Fitch Rates Six Note Classes at Low-B Levels
---------------------------------------------------------------
Fitch rates Residential Asset Mortgage Products, Inc., $206.4
million mortgage pass-through certificates, series 2002-RM1
Group I classes A-I-1, A-I-2, A-I-3, AP-I, AV-I and R-I; $41.3
million Group II classes A-II, AP-II, AV-II and R-II; $88.1
million Group III classes A-III and R-III; $100 R-IV (senior
certificates) 'AAA'. In addition, classes M-I-1 ($1.0 million),
M-II-1 ($0.7 million) and M-III-1 ($1.5 million) are rated 'AA'.
Classes M-I-2 ($0.7 million), M-II-2 ($0.6 million) and M-III-2
(1.1 million) are rated 'A'. Classes M-I-3 ($0.5 million), M-II-
3 ($0.4 million) and M-III-3 ($0.8 million) are rated 'BBB'.
Classes B-I-1 ($0.2 million), B-II-1 ($0.2 million) and B-III-1
($0.5 million) are rated 'BB'. Classes B-I-2 ($0.2 million), B-
II-2 ($0.1 million) and B-III-2 ($0.2 million) are rated 'B'.

The 'AAA' ratings on the Group I senior certificates reflect the
1.45% subordination provided by the 0.50% class M-I-1, the 0.35%
class M-I-2, the 0.25% class M-I-3, the 0.10% privately offered
class B-I-1, the 0.10% privately offered class B-I-2 and the
0.15% privately offered class B-I-3 (which is not rated by
Fitch). The 'AAA' ratings on the Group II senior certificates
reflect the 5.60% subordination provided by the 1.70% class M-
II-1, the 1.30% class M-II-2, the 1.00% class M-II-3, the 0.50%
privately offered class B-II-1, the 0.30% privately offered
class B-II-2 and the 0.80% privately offered class B-II-3 (which
is not rated by Fitch). The 'AAA' ratings on the Group III
senior certificates reflect the 5.25% subordination provided by
the 1.65% class M-III-1, the 1.20% class M-III-2, the 0.90%
class M-III-3, the 0.50% privately offered class B-III-1, the
0.25% privately offered class B-III-2 and the 0.75% privately
offered class B-III-3 (which is not rated by Fitch). Fitch
believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as master
servicer.

The mortgage loans have been divided into three pools of
mortgage loans, and as of the cut-off date, December 1, 2002,
the Group I mortgage pool consists of 451 conventional, fully
amortizing, 15-year fixed-rate, mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate principal balance of $209,389,729. The Group I pool
has a weighted average original loan-to-value ratio of 58.53%.
Approximately 68.28% and 4.41% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively. Loans originated under a reduced loan
documentation program account for approximately 5.13% of the
pool, cash-out refinance loans account for 24.21%, and second
homes account for 3.47%. The average loan balance of the loans
in the pool is $464,279. The three states that represent the
largest portion of the loans in the pool are California
(30.67%), New York (10.24%), and Florida (9.78%).

As of the cut-off date, the Group II mortgage pool consists of
149 conventional, fully amortizing, 30-year fixed-rate, mortgage
loans secured by first liens on one- to four- family residential
properties with an aggregate principal balance of $43,784,073.
The Group II pool has a weighted average original loan-to-value
ratio of 69.95%. Approximately 28.65% and 29.02% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively. Loans originated under a reduced loan
documentation program account for approximately 38.12% of the
pool, cash-out refinance loans account for 29.89%, and second
homes account for 7.56%. The average loan balance of the loans
in the pool is $293,853. The three states that represent the
largest portion of the loans in the pool are California
(17.53%), New York (15.35%), and Florida (14.79%).

As of the cut-off date, the Group III mortgage pool consists of
212 conventional, fully amortizing, 30-year adjustable-rate,
mortgage loans secured by first liens on one- to four- family
residential properties with an aggregate principal balance of
$92,931,252. The Group III pool has a weighted average original
loan-to-value ratio of 71.44%. Approximately 46.16% and 13.92%
of the mortgage loans possess FICO scores greater than or equal
to 720 and less than 660, respectively. Loans originated under a
reduced loan documentation program account for approximately
23.19% of the pool, cash-out refinance loans account for 29.54%,
and second homes account for 5.97%. The average loan balance of
the loans in the pool is $438,355. The three states that
represent the largest portion of the loans in the pool are
California (48.34%), Illinois (7.90%), and Florida (7.57%).

Approximately 83.0% of the Group I mortgage loans were purchased
by the depositor from Chase Manhattan Mortgage Corporation, an
unaffiliated seller. No other unaffiliated seller sold more than
approximately 12.2% of the mortgage loans to Residential
Funding. Chase Manhattan Mortgage Corporation will service
approximately 83.0% of the Group I Loans and GMAC Mortgage
Corporation, which is an affiliate of Residential Funding, will
service approximately 14.6% of the Group I Loans. Both Chase
Manhattan Manhattan Mortgage Corporation and GMAC Mortgage
Corporation are rated 'RPS1' primary servicers by Fitch.

Approximately 34.6% of the Group II mortgage loans were
purchased by the depositor from Virtual Bank, an unaffiliated
seller. No other unaffiliated seller sold more than
approximately 14.2% of the mortgage loans to Residential
Funding. Cenlar Federal Savings Bank will service approximately
37.9% of the Group II Loans and GMAC Mortgage Corporation, will
service approximately 25.4% of the Group I Loans. Cenlar Federal
Savings Bank is not rated as a primary servicer by Fitch.

Approximately 18.8% and 17.5% of the Group III Loans were
purchased from ABN Amro Mortgage Group Inc., an unaffiliated
seller and Virtual Bank, respectively. No other unaffiliated
seller sold more than approximately 12.0% of the mortgage loans
to Residential Funding. Approximately 0.2% and 6.5% of the Group
III Loans were purchased from HomeComings Financial Network,
Inc., an affiliate of Residential Funding, and GMAC Mortgage
Corporation. ABN Amro Mortgage Group Inc. and Cenlar Federal
Savings Bank will service approximately 18.8% and 17.1% of the
Group III Loans, respectively. In addition, GMAC Mortgage
Corporation and HomeComings Financial Network, Inc., will
service approximately 14.9% and 0.2%% of the Group III loans,
respectively. ABN Amro Mortgage Group Inc., is rated 'RPS2+' as
a primary servicer by Fitch.

Deutsche Bank Trust Company Americas will serve as trustee.
RAMP, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, the depositor will elect to treat the trust fund as
four real estate mortgage investment conduits.


RFS ECUSTA: Brings-In Moore & Van Allen as Environmental Counsel
----------------------------------------------------------------
RFS Ecusta Inc. and RFS US Inc., ask Court for authority to
retain Moore & Van Allen, PLLC as their Special Environmental
Counsel, nunc pro tunc to November 5, 2002.

The Debtors relate that they face a prepetition environmental
suit brought by the State of North Carolina of Environment and
Natural Resources.  In the Environmental Suit, DENR seeks
injunctive relief to ensure the Debtors' compliance with state
environmental law pertaining to the handling and disposal
hazardous industrial waste and the discharge of industrial waste
waters.

Moore & Van Allen will:

  a) provide legal advice to the Debtors on matters of
     environmental law and practice;

  b) handle environmental litigation to which the Debtors are or
     may be parties, including the Environmental Suit, to the
     extent such litigation is permitted to proceed; and

  c) representing the Debtors in negotiations with the State of
     North Carolina regarding environmental compliance
     assurances.

Moore & Van Allen will bill the Debtors for these services on an
hourly basis:

          William A. White     $275 per hour
          Scott M. Tyler       $230 per hour

RFS Ecusta Inc., and RFS US Inc., were leading manufacturers of
high quality premium paper products for the tobacco and
specialty and printing paper products.  The Company filed for
chapter 11 protection on October 23, 2002.  Christopher A. Ward,
Esq., at The Bayard Firm, and Joel H. Levitin, Esq., at Dechert,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
estimated debts and assets of more than $10 million each.


ROYAL HAVEN: Robert Leasure Jr. Appointed as Chapter 11 Trustee
---------------------------------------------------------------
At the request of Royal Haven Builders, Inc., the U.S. Trustee,
Nancy J. Gargula appointed Robert W. Leasure Jr., to serve as
Chapter 11 Trustee in the Debtors' chapter 11 case.

The duties of the Chapter 11 trustee include:

  a) performing any and all tasks necessary to proceed with an
     orderly liquidation of the Debtor's business assets;

  b) appointing a management company to collect the rents from
     the existing real estate rentals;

  c) listing agents to be hired to sell the real estate; and

  d) all necessary steps to be taken to preserve and protect the
     assets for the creditors.

Mr. Leasure will be paid $250 per hour.  Mr. Leasure is the
President of LS Associates, LLC and can be contacted at:

          Robert W. Leasure, Jr.
          LS Associates, LLC
          462 South 4th Avenue
          Suite 425, Louisville, KY 40202
          Tel: (502) 583-1945 x 12
          Mobile: (502) 741-0333
          bleasure@lsassociatesllc.com

Royal Haven Builders, Inc., a general construction contractor,
builder and developer, filed for chapter 11 protection on
December 3, 2002, in the U.S. Bankruptcy Court for the Southern
District of Indiana.  John W. Graub II, Esq., at Rubin & Levin,
P.C., represents the Debtor in its restructuring efforts.


SAKS INC: Intends to Close Boston Store in Milwaukee, Wisconsin
---------------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) announced plans to close
its 153,000 square foot Boston Store located in the Northridge
Mall in Milwaukee, Wisconsin in March 2003.

The Company operates several other Boston Stores in the
metropolitan Milwaukee area - a 211,000 square foot store in the
Mayfair Mall, a 167,600 square foot store in the Bayshore Mall,
a 221,000 square foot store in the Southridge Mall, a 219,000
square foot store in the Brookfield Mall, and a 100,000 square
foot store in the Grand Avenue Mall in downtown. These stores
will remain open.

The Northridge Boston Store employs approximately 150
associates. All associates affected by the closure either will
be offered transfer opportunities to other area stores or will
receive an appropriate post-employment package. Michael R.
MacDonald, President of the Northern Department Stores Group of
Saks Incorporated and CEO of Carson Pirie Scott & Co. (which
includes Boston Store), commented, "We are very appreciative of
the loyal service of our Northridge associates, and we will make
every effort to assist them in finding new positions within or
outside the Company."

MacDonald noted, "After careful consideration, we believe the
interests of both our customers and our Company are best served
by closing our Northridge store and concentrating our resources
on our other surrounding area locations. This action is
consistent with our focus on improving our returns on invested
capital.

"Milwaukee remains an important market for our Company. We will
continue to offer our Boston Store customers the outstanding
merchandise and service they have come to expect from us in our
other area locations."

Milwaukee is also the home of Carson Pirie Scott & Co.'s
headquarters, which includes the merchandising,
advertising/marketing, and support functions for Carson Pirie
Scott, Bergner's, Boston Store, and Herberger's. In January
2003, the Company's Des Moines, Iowa based Younkers' home office
operations will be consolidated into the Milwaukee offices,
bringing the total employment there to approximately 725
associates. At the end of March 2003, the Company will employ
approximately 2,500 associates in metropolitan Milwaukee.

Saks Incorporated currently operates Saks Department Store Group
with 245 department stores under the names of Parisian,
Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie Scott,
Bergner's, and Boston Store. The Company also operates Saks
Fifth Avenue Enterprises, which consists of 61 Saks Fifth Avenue
stores and 52 Saks Off 5th stores.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings affirmed its 'BB+' rating of Saks Incorporated's $700
million bank facility and its 'BB-' rating of the company's
senior notes. Approximately $1.2 billion of senior notes are
affected by the action, which follows Saks' announcement that it
has agreed to sell its credit card receivables to Household
International. The Rating Outlook remains Negative.

The ratings reflect Saks' solid position within its markets
balanced against its weak operating results and high financial
leverage. Saks' operations have been pressured by soft apparel
sales and growing competition from specialty and discount
retailers.


SEVEN SEAS: Commences Trading on Pink Sheets Under SVSSF Symbol
---------------------------------------------------------------
Seven Seas Petroleum Inc., (OTC Pink Sheets: SVSSF) received
notice from the American Stock Exchange that the Company's
shares have been delisted. The Company's shares will be quoted
on the Pink Sheets Electronic Quotation Service. The Company's
new symbol is "SVSSF". Information regarding the quotation
service is available at http://www.pinksheets.com

Seven Seas Petroleum Inc., is an independent oil and gas
exploration and production company operating in Colombia, South
America.

As reported in Troubled Company Reporter's Friday Edition, Seven
Seas Petroleum received notice that the holders of a majority of
the Company's Senior Subordinated $110 Million Notes have filed
an involuntary bankruptcy petition, Chapter 7, with the United
States Bankruptcy Court, Southern District of Texas, Houston
Division.

As previously announced, the Company is in default under its
Senior Notes due to a failure to make a scheduled $6,875,000
interest payment on November 15, 2002.


SOVEREIGN SPECIALTY: Refinances Senior Secured Credit Facility
--------------------------------------------------------------
Sovereign Specialty Chemicals, Inc., refinanced most of its
senior secured Term A credit facility with a new six-year, $47.5
million Term B facility. This refinancing will greatly improve
the Company's liquidity by eliminating substantially all
principal amortization required under the existing credit
agreement for the next two years and by restoring full
availability of its $50 million revolving credit facility.
JPMorgan Chase Bank served as lead arranger for syndication of
the refinancing. In commenting on the refinancing, Terry D.
Smith, Sovereign's chief financial officer, stated: "We are
pleased to have implemented a comprehensive solution to
Sovereign's liquidity issues. This will allow us to enter 2003
fully focused on our continuing operational initiatives that
will result in improved financial performance."

Sovereign Specialty Chemicals, Inc., is a leading developer and
supplier of high-performance specialty adhesives, coatings and
sealants serving three markets: Packaging and Converting,
Industrial and Construction. Since 1996, Sovereign has grown
rapidly -- through the strategic acquisition of established
niche leaders -- to become the largest privately owned adhesives
manufacturer in the United States and one of the largest
adhesives manufacturers in the world, public or private.
Headquartered in Chicago, Illinois, USA, Sovereign comprises
over 1,000 employees working in 20 manufacturing and sales
facilities worldwide to support thousands of customers. In 2001,
Sovereign's revenues were $357 million.

Sovereign's controlling investor is AEA Investors Inc., one of
the most experienced private equity investment firms in the
world. AEA's group of investors includes a global network of
important business leaders, family groups, endowment funds, and
select institutions.

As reported in Troubled Company Reporter's December 12, 2002
edition, Standard & Poor's assigned its 'BB-' senior secured
bank loan rating to Sovereign Specialty Chemicals Inc.'s $40
million tranche B term loan facility maturing 2008.

Standard & Poor's said that at the same time it has affirmed its
'B+' corporate credit, 'BB-' senior secured, and 'B-'
subordinated debt ratings on the company. The outlook remains
stable.

Chicago, Illinois-based Sovereign, with sales of more than $350
million and approximately $233 million of outstanding debt, is a
focused specialty chemicals producer.


SYBRA: Completes Asset Sale to Triarc Pursuant to Reorg. Plan
-------------------------------------------------------------
Triarc Companies, Inc., (NYSE: TRY) completed the acquisition of
Sybra, Inc., the second largest franchisee of the Arby's(R)
brand, pursuant to a plan of reorganization previously confirmed
by the United States Bankruptcy Court for the Southern District
of New York on November 25, 2002.

Sybra, Inc., formerly a subsidiary of I.C.H. Corporation which
filed for reorganization under Chapter 11 of the Bankruptcy Code
in February 2002, owns and operates 239 Arby's restaurants in
nine states located primarily in Michigan, Texas, Pennsylvania,
New Jersey and Florida. In fiscal year 2001, Sybra had revenues
of approximately $200 million.

In return for 100% of the equity of a reorganized Sybra, Triarc
paid approximately $8.3 million to ICH's creditors. In addition,
Triarc made an approximately $14.2 million investment in Sybra
and Sybra will remain exclusively liable for its long-term debt
and capital lease obligations, which aggregated approximately
$104 million as of December 31, 2001. Triarc will also make
available to Sybra a $5.0 million standby financing facility for
each of three years (up to $15.0 million in the aggregate) to
fund any operating shortfalls of Sybra.

Commenting on the acquisition, Nelson Peltz, Triarc's Chairman
and Chief Executive Officer, said: "We are delighted to welcome
Sybra to the Triarc family and we look forward to working with
their experienced and proven management team."

Peltz added: "We believe that the Sybra acquisition solidifies
Triarc's commitment to the Arby's brand and the Arby's system.
We envision our ownership of Sybra as presenting many
opportunities to strengthen the Arby's brand. We also believe
that ownership of these restaurants will increase the value of
the Arby's brand and thus enhance Triarc shareholder value."

Triarc is a holding company and, through its subsidiaries, is
the franchisor of Arby's(R) restaurants.


THE SPORTS CLUB: Reaches Pact to Develop Sports Club in Miami
-------------------------------------------------------------
On December 17, 2002, The Sports Club Company, Inc., reached an
agreement in principle with Millennium Partners to develop an
approximately 45,000 square foot sports and fitness club under
its brand name The Sports Club/LA as part of Millennium's mixed
use project in Miami, Florida.  The Company will manage the new
club pursuant to a management and license agreement that will
provide it with 6% of gross  revenues and a participation in net
profits.

                        *     *     *

As previously reported in Troubled Company Reporter, the
amendment to Loan Agreement with Comerica Bank was made as a
result of the Company's non-compliance with two of the financial
covenants for the June 30, 2002, reporting quarter. The Bank had
previously waived the Company's compliance with such covenants
for that quarter.

The Sports Club Company operates four sports and fitness clubs
(the Clubs) under The Sports Club/LA name in Los Angeles,
Washington D.C. and at Rockefeller Center and the Upper East
Side in New York City. The Company also operates the Sports
Club/Irvine, The Sports Club/Las Vegas and Reebok Sports
Club/NY. SCC's Clubs offer a wide range of fitness and
recreation options and amenities, and are marketed to affluent,
health-conscious individuals who desire a service-oriented club.
The Company's subsidiary, The SportsMed Company, operates
physical therapy facilities in some Clubs.


TYCO INT'L: Concludes $382 Million Restatements is Immaterial
-------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) filed
its annual report on Form 10-K reporting on its financial
results for the fiscal year 2002, which ended on September 30.
The report includes an unqualified audit opinion from
PricewaterhouseCoopers LLP, the Company's independent auditors.
The filing is available at no charge from the Securities and
Exchange Commission at:


http://www.sec.gov/Archives/edgar/data/833444/000104746902008677/0001047469-
02-008677.txt

The Company also filed a Form 8-K report with the Securities and
Exchange Commission regarding the previously announced review
and analysis of the Company's accounting and governance
practices and procedures.  That document is available from the
SEC at no charge at:


http://www.sec.gov/Archives/edgar/data/833444/000095013002008787/0000950130-
02-008787.txt

In addition, Tyco said that it has recorded pre-tax charges of
$382 million in its fiscal 2002 results. This reflects audit
adjustments for the 2002 fiscal year as well as corrections of
errors in prior years. Of these charges, $186 million is
attributable to the recent modification the Company made to the
connection fee recognized for the ADT dealer program at the time
a customer's system is installed. This amount covers the impact
during the fiscal years 1999-2001. As a result of the pre-tax
charges, the Company's net loss after taxes for fiscal 2002
increased to $9.4 billion from the $9.1 billion reported on
October 24th.

     Summary of Findings of Accounting and Governance Review

The purpose of the accounting and corporate governance review
was to review Tyco's 1999-2002 reported revenues, profits, cash
flow, internal auditing and control procedures, accounting for
major acquisitions and reserves, the use of non-recurring
charges, the personal use of corporate assets, the use of
corporate funds to pay personal expenses, employee loan and loan
forgiveness programs, and corporate governance issues. The
review included an examination of 15 mergers and acquisitions
with an aggregate purchase price of $30.1 billion excluding debt
assumed in connection with purchase accounting transactions.

In summary, it was concluded that:

    1) There was no significant or systemic fraud affecting the
       Company's prior financial statements;

    2) There were a number of accounting entries and treatments
       that were incorrect and were required to be corrected;

    3) The incorrect accounting entries and treatments are not
       individually or in the aggregate material to the overall
       financial statements of the Company;

    4) The Company's prior management engaged in a pattern of
       aggressive accounting which, even when in accordance with
       Generally Accepted Accounting Principles, was intended to
       increase reported earnings above what they would have
       been if more conservative accounting had been employed;
       and

    5) Reversal or restatement of prior accounting entries and
       treatments resulting from prior management's aggressive
       accounting would not adversely affect the Company's
       reported cash flow for 2003 and thereafter or materially
       adversely affect the Company's reported revenue and
       earnings for 2003 and thereafter.

The Company's 8-K filing includes details on the findings of the
accounting and governance review.

The Company has been represented in connection with its
accounting and corporate governance review by the law firm
Boies, Schiller & Flexner LLP, and the Boies Firm was in turn
assisted by forensic accountants from Ernst & Young, KPMG, and
Urbach, Kahn & Werlin. Approximately 25 lawyers and 100
accountants worked on the review from August into December 2002.
In total, more than 15,000 lawyer hours and 50,000 accountant
hours were dedicated to this review and analysis. The review
team examined documents and interviewed Tyco personnel at more
than 45 operating units in 15 states in the United States and in
12 foreign countries.

The Boies Firm received the full cooperation of Tyco's auditors,
PricewaterhouseCoopers, as well as Tyco's current management. As
requested by the Company's Chief Executive Officer, Ed Breen,
and the Board of Directors, the review work began in August 2002
while the first phase of the Boies Firm's review and analysis
was still in progress. The stated goal of Mr. Breen and the
Board is to make Tyco's corporate governance and accounting
practices not just acceptable but consistent with best practices
under applicable rules and regulations.

                 About Tyco International Ltd.

Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives. Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.


UNITED AIRLINES: Seeks OK to Tap Vedder Price as Special Counsel
----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
UAL Corporation/United Airlines Inc., and debtor-affiliates need
a special counsel to handle aircraft financing and leasing
issues.

Thus, pursuant to Section 327(e) of the Bankruptcy Code, United
Airlines seeks the Court's authority to employ Vedder, Price,
Kaufman & Kammholz as special aircraft financing counsel and
conflicts counsel.

Specifically, the Debtors want Vedder to:

(a) provide services to the extent necessary and as requested
     by the Debtors, with respect to issues that may arise
     during the Chapter 11 Cases related to:

        (i) aircraft finance and leasing issues;

       (ii) tax issues respecting such financing and leasing;

(b) analyze and prosecute issues under Section 1110 of the
     Bankruptcy Code relating to the treatment of aircraft
     leases and financing; and

(c) provide services with respect to certain other matters in
     or related to the Chapter 11 Cases to the extent necessary
     and as requested by the Debtors and in which the Debtors'
     bankruptcy and reorganization counsel, Kirkland & Ellis, is
     unable or declines to provide services.

Mr. Sprayregen relates that Vedder has general knowledge and
information of the Debtors and their businesses, operations,
debt and financing structure as a result of prepetition services
rendered.

As a result of its efforts over the past 11 years, Vedder is
intimately familiar with the complex legal issues that have
arisen and are likely to arise in connection with Debtors'
aircraft financing and leasing matters.  Both the interruption
and the duplicative cost involved in obtaining substitute
counsel to replace Vedder's unique role at this juncture would
be extremely harmful to the Debtors and their estates.
Accordingly, were the Debtors required to retain counsel other
than Vedder in connection with the aircraft financing matters,
the Debtors, their estates and all parties-in-interest would be
unduly prejudiced by the time and expense necessary to replicate
Vedder's ready familiarity with the intricacies of aircraft
financing.  Furthermore, Vedder has a national and international
reputation and extensive experience and expertise in aircraft
financing and leasing.

The Debtors and Kirkland & Ellis have determined that due to
certain relationships between K&E and certain creditors and
other parties-in-interest, the Debtors would retain conflicts
counsel to represent them in circumstances where K&E may be
unable to act for the Debtors.  In the event there are matters
that neither K&E nor Vedder are able to act for the Debtors, K&E
and Vedder will advise the Debtors to employ additional
conflicts counsel to provide representation.  For instance,
Vedder will represent the Debtors in these Chapter 11 Cases in
any matter where Honeywell International Inc., and affiliates is
a direct party-in-interest.

While certain aspects of the representations may necessarily
involve both Vedder and K&E, the Debtors believe that the
services Vedder will provide will be complementary to, rather
than duplicative of, the services to be performed by K&E.  The
Debtors are mindful of the need to avoid duplication of services
and appropriate procedures will be implemented to ensure minimal
duplication as a result of Vedder's role as special counsel.

Vedder will charge the Debtors their current hourly rates and
will seek reimbursement of out-of-pocket expenses incurred:

                Name         Class    Billing Rate
                ----         -----    ------------
Partners:       Arnason      1974        $600
                Lipke        1979        $540
                Bogaard      1981        $450
                Eidelman     1987        $450
                Gerber       1985        $445
                O'Donnell    1989        $385
                Kass         1989        $365
                Veber        1992        $355
                Gochanour    1986        $350
                Peyton       1995        $325

Associates:     Zreczny      1996        $300
                Gentner      1997        $290
                Labkon       1997        $290
                Ferreira     1997        $290
                Lambe        2000        $240
                Pulsifer     2000        $240
                Booher       2001        $210
                Yun          2001        $205
                Pond         2001        $205
                Fisher       2002        $200

Legal
Assistants:     Hamilton                 $195
                Callahan                 $160
                Thomas                   $145
                Kim                      $120
                Byun                     $120
                Liu                      $100
                Esemplare                 $95
                Sterner                   $90
                Foody                     $70

Douglas J. Lipke, Esq., an attorney at Vedder, discloses that
the firm conducted an extensive database search attempting to
locate any potential adverse interests.  Vedder identified
several past and current relationships with certain parties-in-
interests in matters unrelated to these cases.  But Mr. Lipke
assures the Court that to the best of his knowledge:

    -- Vedder does not represent or hold any interest adverse to
       the Debtors or their estates;

    -- Vedder does not have any connection with any creditor or
       other parties-in-interest, or their attorneys or
       accountants, or the Untied States Trustee or any of its
       employees that would create a conflict of interest.
       (United Airlines Bankruptcy News, Issue No. 3; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that United Airlines' 9% bonds due 2003
(UAL03USR1) are trading at about 9 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL03USR1for
real-time bond pricing.


UNITED AMERICAN HEALTHCARE: Commences Trading on Nasdaq SmallCap
----------------------------------------------------------------
United American Healthcare Corporation (Nasdaq: UAHC), a pioneer
in health care services for Medicaid recipients, said the
Company's common stock listing will be transferred to the Nasdaq
SmallCap Market from the Nasdaq National Market beginning today,
January 2nd, still under the trading symbol "UAHC".  The
transfer resulted from the Company's not meeting the minimum
stockholder's equity requirement for continued listing on the
Nasdaq National Market.

"Fiscal 2002 was a challenging year for our company," commented
William C. Brooks, President, CEO and Chairman of United
American Healthcare. "That impacted stockholders' equity, which
has already increased significantly in the current year.  With
our enhanced management team, we are fully committed to
continuing our history of providing the best quality of
healthcare services to our members.  It has been an uphill
challenge, but we remain dedicated and focused and are
optimistic about our future."

United American Healthcare is a full-service healthcare
management company, pioneering the delivery of healthcare
services to the Medicaid population since 1985.  The Company
owns a 75% interest in and manages OmniCare Health Plan in
western Tennessee, including Memphis.  UAHC serves 120,000
enrollees in Tennessee.

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


WARNACO GROUP: Secures Approval of Esprit Settlement Agreement
--------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates obtained the
Court's approval of a Settlement Agreement executed between
Authentic Fitness Corporation and Global Esprit, Inc.

Under the Settlement Agreement:

  (i) AFC will pay an undisclosed Settlement Amount to Global
      Esprit and Global Esprit will withdraw with prejudice the
      California Action, the Adversary Proceeding and the
      Request for Payment;

(ii) AFC and Global Esprit agree that the Proofs of Claim will
      be expunged with prejudice;

(iii) AFC will promptly take all necessary steps to change the
      clip on any AFC Goggles so as not to infringe Global
      Esprit Patents; and

(iv) AFC and Global Esprit will resume their research and
      development relationship and Global Esprit will fulfill
      all of AFC's current orders for non-AFC Manufactured
      Goggles.

On December 8, 2000, Global Esprit filed a Civil Action No. CV
00-12915 FMC against AFC in the U.S. District Court for the
Central District of California, Los Angeles Division on grounds
of infringement.  Global Esprit sought the issuance of a
preliminary and permanent injunction against AFC, the payment of
damages and the disgorgement of AFC's profits relating to the
sale of the AFC-Manufactured Goggles.  The Action is stayed by
virtue of the Debtors' Chapter 11 cases.

On December 28, 2001, Global Esprit filed 38 proofs of claim,
numbers 1395 through 1432, one against each of the Debtors, in
an unspecified amount arising out of the Alleged Infringement.
Consequently, Global Esprit commenced an adversary proceeding
against AFC alleging that since the Petition Date, AFC continues
to sell the AFC-Manufactured Goggles, whether or not modified,
which allegedly continue to infringe one or both of the Global
Esprit Patents.  Moreover, Global Esprit sought payment of an
administrative claim for royalties to compensate it for AFC's
alleged continuing infringement of the Global Esprit Patents
during these cases.

AFC denies all of the material allegations contained in the
California Action, the Proofs of Claim, the Adversary
Proceedings and the Request for Payment.  AFC asserts that it
has no liability to Global Esprit with respect to the Alleged
Infringement or otherwise. (Warnaco Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM: Wants to Pay Supplemental Program Employee Obligations
----------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on the Petition Date, Worldcom Inc., and its
debtor-affiliates filed a motion seeking authority to pay its
current employees substantially all prepetition wages and to
continue certain prepetition employee compensation and benefit
programs.  The Debtors filed the Wage Motion in recognition of
the importance of limiting the impact of the Chapter 11 filing
on their active employees.  However, given the limited notice of
first-day motions, the Wage Motion merely sought authority to
pay prepetition amounts due under the General Compensation
Programs and was limited to $4,650 per employee.

In addition to the General Compensation Programs, Ms. Goldstein
admits that the Debtors maintain various compensation programs
designed to reward the efforts of employees and organization
units reaching or exceeding predetermined goals.  The
Supplemental Programs represent a central component of the
compensation structure for sales force representatives, mid-
level management, customer service representatives, and other
employees and organization units.  Though the Supplemental
Programs are calculated on monthly or quarterly bases, they
constitute "ordinary course" payments that operate in tandem
with the General Compensation Programs to form the Debtors'
compensation structure.

Ms. Goldstein insists that remuneration through "incentive"
programs are common in the telecommunications industry.
Offering more than simply a mechanism to motivate employees, the
Supplemental Programs provided the Debtors with an invaluable
alternative to awarding a higher base pay while providing
employees with financial incentives generally linked to
productivity and revenue realization.  A successful
restructuring of the Debtors' operations during these Chapter 11
cases requires that steps be taken to retain employees and
preserve employee morale.

"The failure to pay amounts due for prepetition periods under
the Supplemental Programs would result in a loss of compensation
to productive members of the Debtors' workforce," Ms. Goldstein
believes.  "Payment of these amounts are critical to maintaining
employee morale and preventing unnecessary attrition.  The
Debtors have already experienced attrition among employees whose
second-quarter 2002 Supplemental Programs payments due to be
paid in August 2002 were not made because they were earned
prepetition."

Accordingly, pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code, the Debtors seek authority to pay amounts
earned under the Supplemental Programs prior to the Petition
Date consistent with their practices, programs and policies.  As
of the Petition Date, 7,100 employees were owed about $9,000,000
under the Supplemental Programs.

The Supplemental Programs include:

  A. Non-Executive Management Incentive Program: The Non-
     Executive Management Incentive Program recognizes and
     rewards contributions of management level employees and
     exceptional lower level employees in the sales and
     marketing divisions.  MIP payments are earned based on
     revenue attainment and paid quarterly.  Eligibility and
     incentive amounts are based on industry standards.  500
     sales and marketing employees were entitled to prepetition
     earned payments under the MIP amounting to $3,000,000;

  B. Sales and Support Vice President Compensation Program: In
     addition to salary, sales and support vice presidents in
     the sales divisions were provided an additional cash
     component of their total compensation in the form of a
     commission based on the generation of revenue by their
     sub-divisions.  The Commission in the Sales Compensation
     Program were consistent with comparative compensation
     programs employed within the telecommunications industry
     and other industries for personnel with commensurate
     responsibilities.  Commissions were paid on a quarterly
     basis.  Prepetition accrued Commissions under the Sales
     Compensation Program is $1,450,000 for 82 employees;

  C. Sales and Service Contests: In addition to commissions,
     certain full-time sales and support employees and their
     managers were eligible to participate in sales or service
     contests.  These contests are a common industry practice
     aimed at incentivizing and motivating employees to perform
     at higher levels, to perform specific activities, and to
     focus time and effort in areas which, for a limited period
     of time, the Debtors had determined critical to achieving
     business unit objectives.  Contest rewards are cash or non-
     cash prizes payable monthly or quarterly.  Immediately
     prior to the Petition Date, several Sales Contests were in
     progress or had recently concluded, including:

       -- "July Blitz Contest";

       -- "Prepaid Minute Pass";

       -- "E-Motivation";

       -- "MCI Circle of Excellence";

       -- "WCOM Presidents Club"; and

       -- "Chairman's Inner Circle."

     Prepetition amounts due under the Sales Contests total
     $1,200,000 owed to 2,050 employees;

  D. Credit and Collections Programs: The Wholesale Credit and
     Collections and Business Operations Credit and Collection
     Bonus Programs incentivize rank-and-file employees in the
     credit and collections divisions to meet and exceed monthly
     benchmarks via improvement of accounts receivable balances,
     order and billing adjustment processing, etc.  Employees
     receive rewards based on exceptional group performance.
     Based on quarterly performance, the Credit and Collections
     Programs enable employees to earn between 2.5-6.5% of their
     monthly base salary in supplemental compensation.  As of
     the Petition Date, 90 employees were owed $105,000 in
     respect of the Credit and Collections Programs;

  E. Customer Service and Support Incentive Program: The
     Customer Service and Support Organization Incentive Program
     rewards employees and their managers within the Customer
     Service and Support Operations -- Global, Government,
     Emerging Markets, Major/National, Corporate and Other
     Divisions -- who make significant contributions to their
     department's objectives through specific benchmarks.  Each
     department in the division develops several weighted,
     measurable performance objectives that are closely tied to
     overall company objectives.  Upper level managers award
     performance scores based on significant, on-going
     contributions, outstanding patterns of superior
     performance, initiative, innovation and entrepreneurial
     spirit and consistent, outstanding commitment to customer
     satisfaction and quality.  Measurements include revenue
     attainment, net activated orders and responsiveness to
     customer service requirements.  WorldCom calculates and
     awards CS&SO Program payments quarterly.  Prior to the
     Petition Date, 4,400 employees earned $3,600,000 under the
     CS&SO Program.

In the absence of Court authority to make these payments, Ms.
Goldstein tells the Court that many of the Debtors' most
productive employees were not paid their earned compensation.
The failure to pay these amounts has already led to attrition
among these employees.  The Debtors believes that payment of
these prepetition amounts as soon as practicable is necessary
and appropriate to facilitate reorganization.

"Further delay in remitting compensation earned under the
Supplemental Programs severely compromises the Debtors'
relationship with their most motivated and productive
employees," Ms. Goldstein contends.  "Moreover, failure to pay
these amounts may irreparably damage employee morale,
dedication, confidence, loyalty and cooperation.  The support of
these employees for WorldCom's reorganization efforts is crucial
to the success of the Debtors' reorganization." (Worldcom
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Worldcom Inc.'s 7.875% bonds due 2003 (WCOM03USN1), DebtTraders
reports, are trading at about 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM03USN1
for real-time bond pricing.


XCEL: Metro Power Plant Emission Reduction Equipment Operational
----------------------------------------------------------------
Yesterday, Jan. 1, 2003, Xcel Energy (NYSE: XEL) began full
operation of the nation's most aggressive voluntary emissions
reduction program from its Denver area coal-fired generating
stations.

The $211 million program, first announced in 1997, will reduce
by 18,000 tons per year the amount of sulfur dioxide (SO2)
emissions from Xcel Energy's three Denver area coal-fired
generating stations. Combined with earlier investments, Xcel
Energy will reduce annual SO2 emissions by 70 percent from
uncontrolled levels. Further, it will reduce by approximately
2,200 tons per year the nitrogen oxide emissions from the power
plants. The equipment and technology used to achieve these
reductions will be financed by a 15-year surcharge on customer
bills that adds just $0.91 per month to the typical residential
customer's energy bill and $1.85 per month to the typical
business customer's bill.

"Our customers in Colorado have long supported efforts to help
improve air quality," said David Wilks, president of Energy
Supply for Xcel Energy. "We want to ensure that our customers
continue to receive the benefits of low-cost energy from coal
while improving environmental performance. This plan enables
us do both."

The stations involved in the emission reduction plan include the
Cherokee Station, north of downtown Denver; Valmont Station in
Boulder; and Arapahoe Station, in south Denver.  Xcel Energy
installed five-story-tall lime-spray dryers, also known as
"scrubbers," on Cherokee Station's two largest units, 3 and 4,
and on Valmont Station's coal-fired unit. The company completed
all the work on schedule and within budget.

Lime-spray dryers use a "rotary atomizer" that spins and slings
droplets of lime slurry into emissions.  These droplets dry as
they hit the hot gases, resulting in the chemical capture of SO2
molecules.  The captured SO2 is then gathered and removed by
existing baghouse equipment. Xcel Energy's metro area generating
stations all use baghouses to remove more than 99 percent of the
ash produced from burning coal, and some of the units already
had additional emission controls in operation.

As the lime slurry captures SO2 molecules, some remaining water
vapor will ventilate through the station's stacks. During colder
weather, a water vapor plume will be visible from the power
plant stacks at the Cherokee and Valmont stations.

In addition to the lime-spray dryers, dry sodium injection (DSI)
systems were installed on Cherokee Unit 2 and Arapahoe Unit 3.
These systems mix pulverized sodium with emissions to capture
sulfur dioxide and remove it through existing baghouses.

The three metro area plants use low-NOX burners or other
technologies to control nitrogen oxide emissions. In addition,
Xcel Energy will retire two of the four generating units at
Arapahoe Station to further reduce NOX emissions.

"Xcel Energy's metro Denver power plants now employ state-of-
the-art technology to improve air quality, and we greatly
appreciate the support we have received from the community to
put these controls in place. Denver area residents will benefit
from improved air quality and competitive energy prices for
years to come," said Wilks.

Xcel Energy's Denver area power plants had already met all
environmental regulations and burn low-sulfur coal, but this
voluntary effort will help balance Colorado's growing electrical
needs and the corresponding environmental impacts for many years
to come. Colorado Gov. Bill Owens, the Colorado Legislature, the
Land and Water Fund of the Rockies, the Environmental Defense
Fund, and the Colorado Department of Public Health and
Environment supported the voluntary plan and were instrumental
in its implementation.

Xcel Energy is a major U.S. electricity and natural gas company
with annual revenues of approximately $11.6 billion.  Based in
Minneapolis, Xcel Energy operates in 12 Western and Midwestern
states.  Formed by the merger of Denver-based New Century
Energies and Minneapolis-based Northern States Power Co., Xcel
Energy provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.6 million natural gas customers through its regulated
operating companies.  In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
nation.  More information is available at
http://www.xcelenergy.com

Xcel Energy Inc.'s 7.00% bonds due 2010 (XEL10USR1) are trading
at about 76 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.


XO COMMS: Daniel Akerson Steps Down as Chairman and CEO
-------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXOQ) said Daniel F. Akerson
has decided to step down as Chairman and Chief Executive Officer
of the Company following completion of XO's financial
restructuring.

Mr. Akerson, who has been Chairman and Chief Executive Officer
of XO since joining the Company in September 1999, has been the
guiding force behind the Company's restructuring efforts over
the past year that led to the approval of the Company's
previously announced plan of reorganization last month.

Completion of the restructuring is subject to the receipt of
necessary state and federal regulatory approvals.  Mr. Akerson
will continue to serve as a consultant to XO.

Mr. Akerson is stepping down to pursue other business interests
and spend more time with his family. "I can't begin to tell you
how pleased I am about how the XO management team pulled
together throughout the restructuring process over the last
year," said Akerson. "Nate Davis, our President and Chief
Operating Officer, and the rest of the management team have kept
XO operationally focused allowing the Company to provide the
innovative, high quality services our customers have come to
expect. The dogged persistence of this team has resulted in the
Bankruptcy Court's confirmation of a restructuring plan that
will allow the Company to emerge from the bankruptcy process
with a vastly stronger balance sheet, an experienced management
team and competitive products that position the Company as a
competitive force in the telecommunications industry."

Entities controlled by financier Carl C. Icahn will hold a
controlling interest in the Company upon completion of the
restructuring. "I would like to thank Dan for his tireless
efforts on behalf of the Company's stakeholders, including its
customers and employees, and compliment him on managing the
restructuring process with skill, objectivity and integrity,"
said Mr. Icahn. "I have great respect for what the Company has
been able to accomplish during the restructuring process and am
confident that the XO management team's intimate knowledge of
the Company and years of industry experience will be key to the
Company's future."

"I am confident that I will be leaving the Company in good
hands," Akerson continued. "The operational skills that Nate
Davis and the rest of the XO team bring to the table, combined
with the financial resources and expertise of Carl Icahn and his
organization, should position XO as a formidable force in the
industry."

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking, Ethernet, Wavelength, Web Hosting
and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.

XO Communications's 12.50% bonds due 2006 (XOXO06USR1) are
trading at about less than a penny on the dollar, DebtTraders
says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=XOXO06USR1


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    14 - 16        0
Finova Group          7.5%    due 2009  33.5 - 35.5      0
Freeport-McMoran      7.5%    due 2006    92 - 94        +2
Global Crossing Hldgs9 .5%    due 2009     3 - 4         +1
Globalstar            11.375% due 2004   8.5 - 9.5       +0.5
Lucent Technologies   6.45%   due 2029    43 - 45        +1
Polaroid Corporation  6.75%   due 2002     3 - 5         0
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    29 - 31        +4
Xerox Corporation     8.0%    due 2027    55 - 57        0

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

                          *********

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

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

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

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

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

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

                          *********

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

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

Copyright 2003.  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 $675 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 ***