TCR_Public/030103.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 3, 2003, Vol. 7, No. 2    

                          Headlines

A NOVO BROADBAND: Losses from Continuing Operations Soar
ADVANCED GLASSFIBER: UST Appoints 4-Member Creditors' Committee
AIR CANADA: Applauds Flight Attendants' Ratification of Contract
AIRGATE PCS: Delays Filing Annual Report on SEC Form 10-K
AIRGATE PCS: S&P Further Junks Corporate Credit Rating at CCC-

ALLEGHENY ENERGY: Units Get Waiver Extensions from Bank Lenders
AMERICAN COMMERCIAL: Delivers Restructuring Plan to Sr. Lenders
ANALYTICAL SURVEYS: Fails to Meet Nasdaq Listing Requirements
APPLIED MICROSYSTEMS: Nasdaq Will Kick Shares off Exchange Today
AVADO BRANDS: Makes Interest Payment on 9-3/4% Senior Notes

AVIATION MANAGEMENT: TIMCO Takes Over Goodyear, AZ Airport Base
BENCHMARK ELECTRONICS: S&P Affirms B+ Corporate Credit Rating
BORDEN CHEMICALS: Completes PVC Facility Sale to Geismar Vinyls
CAPITOL COMMUNITIES: Says It'll File Annual Report by January 13  
COLD METAL PRODUCTS: AMEX Intends to Pursue Delisting Action

COLD METAL: Reaches Pact to Keep Indianapolis Plant Operating
COMDISCO INC: Reschedules Year-End Earnings Release for Jan. 14
COMDISCO INC: Balks at Henriquez, Howard and Tickner Claims
CONSECO INC: Court Sets Final DIP Financing Hearing for Jan. 14
CTC COMMS: Signs-Up Miller Buckfire to Render Financial Advice

DEUTSCHE MORTGAGE: Fitch Rates Class B-3 and B-4 Notes at Low-B
DUNDEE BANCORP: S&P Revises Outlook Over Planned IPC Acquisition
ELGAR HOLDINGS: S&P Ups Credit & Sr. Unsec. Note Ratings to CCC-
EMEX CORP: Files for Chapter 7 Liquidation in Denver, Colorado
EMEX CORP: Voluntary Chapter 7 Case Summary

ENCHIRA BIOTECH.: Shareholders' Meeting Adjourned Until Jan. 14
ENCOMPASS SERVICES: Turns to Houlihan Lokey for Financial Advice
ENRON CORP: Closes Enron Center South Sale to Intell for $102MM
ENRON CORP: Mahonia Bondholders Settle with Eleven Sureties
ENRON CORP: EBF Unit Proposes Asset Sale Bidding Procedures

FARMLAND IND.: Will Market & Sell Interests in Farmland MissChem
FRISBY TECH.: Two Secured Creditors Demand Immediate Payment
GENTEK INC: Wants Lease Decision Period Extended to June 9, 2003
GENUITY INC: Wins Nod to Continue Using Cash Management System
GLOBAL CROSSING: Gary Winnick Resigns as Board Chairman

GLOBAL CROSSING: Board Names Lambert and Ullman as Co-Chairmen
GLOBAL CROSSING: Court Okays Settlement with Fusion and Fusion
GREAT LAKES AVIATION: Restructures Raytheon Aircraft Financing
HEILIG-MEYERS: Fitch Hatchets Class A Certificates Rating to D
HENRY CO.: S&P Affirms CCC+ Corporate Credit Rating

IGI INC: Board Approves Repurchase of Up to 1 Million Shares
IGI INC: Board Appoints Frank Gerardi as New Director
INSILCO TECH: Bringing-In PricewaterhouseCoopers as Accountants
INTEGRATED HEALTH: Obtains Eighth Exclusive Period Extension
JAMES BARCLAY ALAN: Settles Outstanding Debts with Two Creditors

KAISER ALUMINUM: Smelter in Ghana to Curtail Additional Capacity
KENTUCKY ELECTRIC: Will Make Late SEC Form 10-K Filing
KMART CORP: Court Okays Modified Samuel Aaron Consignment Pact
MAGELLAN HEALTH: Obtains Extensions of Waivers From Bank Lenders
MID-POWER SERVICE: Seeking Expedited Relief against Edward Davis

MORGAN STANLEY: Fitch Affirms Low-B Ratings on Five Note Classes
MOSAIC POWER: Takes Restructuring Steps to Align Cost Structure
NAT'L CENTURY: JPMorgan Asks Court to Enforce Injunction & Stay
NATIONSRENT: Amended Plan's Classification & Treatment of Claims
NAVIGATOR GAS: Misses Interest Payment on Mortgage Notes

NETWORK ACCESS: Court Approves Asset Sale to DSL.net for $14MM
NORTHWESTERN CORP: S&P Hatchets Corporate Credit Rating to BB+
NRG ENERGY: Makes Interest Payment on Northeast Generating Bonds
ORIUS CORP: Ill. Court Schedules Confirmation Hearing for Jan. 8
PCSUPPORT.COM: Daymon Bodard Appointed as New President & CFO

PITTSBURGH CORNING: PPG Offers $2.7BB to Settle Asbestos Claims
PRIMUS TELECOMMS: Raises $42MM in Convertible Preferred Offering
PROBEX CORP: Fusion Capital Registers 17 Million Shares for Sale
PROVANT INC: Completes Sale of Businesses to Novations Group
PUBLIC SERVICE ENT.: Unit Recovers Investment in UK Power Plants

RESIDENTIAL ACCREDIT: Fitch Rates Note Classes B-1 & B-2 at BB/B
RFS ECUSTA: Committee Turns to Parente for Financial Advice
RIBAPHARM: Senior Management Will Resign if ICN Fires Ind. Board
SATCON TECH.: Grant Thornton Issues Going Concern Qualification
SEVEN SEAS PETROLEUM: Five Board Members Resign

SOUTHWESTERN BROADBAND: Creditors File Invol. Chapter 7 Petition
SOUTHWESTERN BROADBAND: Involuntary Chapter 7 Case Summary
SPECTRASITE: Completes Sale of Wireless Network Div. to WesTower
SPEIZMAN INDUSTRIES: SouthTrust Extends Credit Pact to March 31
STANWICH FIN'L: Committee Can Pursue Fraudulent Transfer Claims

STUDENT ADVANTAGE: Reservoir Capital Forgives About $6MM of Debt
TANDYCRAFTS INC: Completes Asset Sale Transaction with Newcastle
TELEGLOBE INC: BCE Transfers Teleglobe Shares to E&Y Subsidiary
TELEPANEL SYSTEMS: Net Capital Deficit Widens to C$14 Million
THOMAS STANLEY: Case Summary & 20 Largest Unsecured Creditors

TRI-STATE OUTDOOR: Georgia Court Confirms Amended Reorg. Plan
UNITED AIRLINES: Asks Court to OK Payment of Prepetition Taxes
US AIRWAYS: Training Instructors Ratify Cost-Saving Agreement
WARNACO GROUP: Court Approves Settlement with Banco Nacional
WHEELING-PITTSBURGH: Seeks Fifth Lease Decision Period Extension

WIRE ROPE: ERISA Terminations Allow 43.5% Dividend to Unsecureds
WORLD WIDE WIRELESS: Fails to Beat SEC Form 10-K Filing Deadline
WORLDCOM INC: Pulling Plug on 36 Telecommunications Circuits
WORLDWIDE MEDICAL: Postpones Shareholders' Meeting Indefinitely

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525

                          *********

A NOVO BROADBAND: Losses from Continuing Operations Soar
--------------------------------------------------------
A Novo Broadband Inc., tells the Securities and Exchange
Commission that it can't file financial disclosure documents on
time and that loss from continuing operations will top $14
million for the year ending September 30, 2002.  The company
attributes the losses to excess capacity, unprofitable
activities, goodwill write-downs, and charges related to closing
three facilities.  Preparation of the Company's annual report on
Form 10-KSB is delayed, the Company says, because it doesn't
have enough money to pay its auditor and management's attention
has been diverted by the recent chapter 11 filing.

A Novo Broadband repairs and services broadband equipment for
equipment manufacturers and operators of cable and other
broadband systems in North America.  The Company filed for
chapter 11 protection on December 18, 2002, in Delaware.  
Brendan Linehan Shannon, Esq., and M. Blake Cleary, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtor.  The
Company reported $12 million in assets versus $10 million in
debts at the time of its chapter 11 filing.


ADVANCED GLASSFIBER: UST Appoints 4-Member Creditors' Committee
---------------------------------------------------------------
Donald F. Walton, the Acting Unites States Trustee for Region 3,
appoints these creditors to serve on the Official Committee of
Unsecured Creditors in the chapter 11 case involving Advanced
Glassfiber Yarns, LLC:

     1. The Bank of New York, as Indenture Trustee
        Attn: Martin Feig
        101 Barclay Street, 8 West
        New York, NY 10286
        Tel: 212-815-5383, Fax: 212-815-5131;

     2. GSCP (NJ), INC.
        Attn: Thomas J. Libassi
        500 Campus Drive, Suite 220
        Morristown, NJ 07932
        Tel: 973-437-1000, Fax: 973-437-1037;

     3. PPM America, Inc.
        Attn: James Schaeffer
        225 West Wacker Drive, Suite 1200
        Chicago, IL 60606
        Tel: 312-634-2576, Fax: 312-634-0728; and

     4. Day International, Inc.
        Attn: Steven F. Skerl
        130 West Second Street
        Dayton, OH 45402
        Tel: 937-224-7124, Ext: 711, Fax: 937-226-0118.

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.


AIR CANADA: Applauds Flight Attendants' Ratification of Contract
----------------------------------------------------------------
Air Canada commended its flight attendants on the successful
ratification of a new four-year contract for the airline's 8000
flight attendants. The ratification of the CUPE agreement
formally concludes the integration of Air Canada and Canadian
Airlines.

"This is a landmark agreement for Air Canada. It formally
concludes the integration process and puts in place common labor
agreements covering all major employee groups," said Kevin
Howlett, Vice President, Labor Relations for Air Canada.
"Moreover, the ratification of the CUPE agreement is consistent
with our strategy to achieve labor stability and partnerships
with the unions," he added.

"We commend our flight attendants for ratifying this agreement
and offer our thanks to mediator George Adams for his role in
concluding the contract," said Mr. Howlett.

In the past two years, Air Canada management and unionized
employees have achieved common labor agreements with all major
employee groups including pilots, customer sales and services
agents, technical services employees and flight dispatchers.

                         *   *   *

As previously reported, Standard & Poor's lowered its senior
unsecured debt ratings for Air Canada (B+/Negative), and for AMR
Corp., (BB-/Negative) and unit American Airlines Inc. (BB-
/Negative), but affirmed other ratings for those entities.
Senior unsecured debt ratings of AMR and American Airlines were
lowered to 'B' from 'B+'; a preliminary senior unsecured shelf
registration was lowered to 'B' from 'B+'. In addition, senior
unsecured debt ratings of Air Canada were lowered to 'B-' from
'B'.

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


AIRGATE PCS: Delays Filing Annual Report on SEC Form 10-K
---------------------------------------------------------
AirGate PCS, Inc. (NASDAQ/NM: PCSA), a PCS affiliate of Sprint,
announced that the filing of its Annual Report on Form 10-K is
being delayed to allow additional time for the Company to
complete its review of certain matters and for the completion of
its fiscal year 2002 audit by the Company's independent
auditors, KPMG LLP.

The Company is filing a Notification of Late Filing on Form 12b-
25 with the Securities and Exchange Commission, which will
extend the Company's deadline to file its Annual Report on Form
10-K to January 14, 2003. The delay in filing will provide
additional time to allow the Company to complete a review of
balances owed to the Company by Sprint and the Company's
subscriber accounts receivable balances, and to address other
matters that may arise, including the impact, if any, of
potential adjustments from this review on prior periods. This
delay will also permit the Company's independent auditors to
complete their audit. The completion of the audit, including
KPMG's evaluation of AirGate's business plans and related
matters and the effect of an iPCS bankruptcy filing for AirGate,
will determine the consequences, if any, on KPMG's audit
opinion.

AirGate's senior secured credit facility requires that the
Company deliver audited financial statements accompanied by an
unqualified opinion of its independent auditors by December 30,
2002, along with certain related documents. The Company's
inability to meet this requirement could result in the
administrative agent sending the Company notice of default. The
Company would have 30 days to cure this failure. Even if the
lenders opt not to declare a default under these circumstances,
they are not obligated to honor draw requests until these
requirements have been met. AirGate's business plan does not
anticipate the need for an additional draw during this period.

Similarly, AirGate's discount notes require that the Company
deliver an audit opinion of its independent auditors, along with
certain related documents, by December 30, 2002. The failure to
do so could result in the Trustee, or the holders of at least 25
percent of such notes, providing a default notice to the
Company. AirGate would have 60 days to cure this failure under
the notes.

As previously announced, due to near-term liquidity issues,
iPCS, a separate and unrestricted subsidiary of AirGate, has
engaged Houlihan Lokey Howard & Zukin Capital to assist in
restructuring its relationship with its secured lenders, public
noteholders and Sprint. It is likely that any restructuring will
involve a federal bankruptcy proceeding, and that AirGate's
ownership in iPCS will have no value after the restructuring is
complete.

In addition, iPCS will be unable to deliver the audited
financial statements and audit opinion required by the iPCS
senior secured credit facility and the indenture under which its
notes are issued. While iPCS has cure periods under these
agreements, iPCS does not anticipate it will be able to satisfy
these requirements during the cure periods. iPCS is working with
its lenders and noteholders on a forebearance agreement,
however, there is no assurance that such negotiations will be
successful.

AirGate and iPCS are legally separate corporate entities that
are independently funded. As an unrestricted subsidiary, iPCS
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate. Further, AirGate cannot
provide capital or other financial support to iPCS. Management
believes that AirGate's operations will continue independent of
the outcome of the iPCS restructuring.

When filed, the Company's Annual Report on Form 10-K will report
charges associated with the impairment of goodwill, and tangible
and intangible assets related to iPCS, Inc. These impairment
charges are estimated to be $735 million for the year ended
September 30, 2002. Included in these charges is a goodwill
impairment of $261 million recorded by the Company in the second
fiscal quarter. In the fourth fiscal quarter, the Company
expects to report an impairment charge of tangible and
intangible assets related to iPCS of approximately $474 million.

AirGate PCS, Inc., including its subsidiaries, is the PCS
Affiliate of Sprint with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within seven states located in the
Southeastern and Midwestern United States. The territories
include over 14.6 million residents in key markets such as Grand
Rapids, Michigan; Charleston, Columbia, and Greenville-
Spartanburg, South Carolina; Augusta and Savannah, Georgia;
Champaign-Urbana and Springfield, Illinois; and the Quad Cities
areas of Illinois and Iowa. AirGate PCS is among the largest PCS
Affiliates of Sprint. As a PCS Affiliate of Sprint, AirGate PCS
operates its own local portion of the PCS network from Sprint to
exclusively provide 100% digital, 100% PCS products and services
under the Sprint name in its territories.

Sprint operates the nation's largest all-digital, all-PCS
wireless network, already serving more than 4,000 cities and
communities across the country. Sprint has licensed PCS coverage
of more than 280 million people in all 50 states, Puerto Rico
and the U.S. Virgin Islands. In August 2002, Sprint became the
first wireless carrier in the country to launch next generation
services nationwide delivering faster speeds and advanced
applications on Vision-enabled phones and devices. For more
information on products and services, visit www.sprint.com/mr.
Sprint PCS is a wholly-owned tracking stock of Sprint
Corporation trading on the NYSE under the symbol "PCS." Sprint
is a global communications company with approximately 75,000
employees worldwide and $26 billion in annual revenues and is
widely recognized for developing, engineering and deploying
state-of-the art network technologies


AIRGATE PCS: S&P Further Junks Corporate Credit Rating at CCC-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless carrier AirGate PCS Inc., to 'CCC-' from
'CCC+', and placed the rating on CreditWatch with negative
implications.

Standard & Poor's also lowered its corporate credit rating on
iPCS Inc., to 'CC' from 'CCC-'. The rating on iPCS remains on
CreditWatch with negative implications, where it was placed in
June 2002 due to concerns over covenant violation and weak
liquidity.

Atlanta, Georgia-based Airgate and its wholly owned subsidiary
iPCS provide wireless services under the Sprint PCS brand. At
the end of June 2002, Airgate had about $352 million total debt
outstanding, and iPCS had about $326 million total debt
outstanding.

"The downgrade and CreditWatch placement on AirGate are due to
two reasons. First, the company's delay in filing its Form 10-K
annual report originally scheduled for Dec. 30, 2002 constitutes
an event of default under both its bank credit agreement and
indenture for the senior subordinated discount notes," said
Standard & Poor's credit analyst Michael Tsao. "The company has
30 days and 60 days, respectively, to cure the default under the
bank loan and indenture for the notes."

"Second, we have increased concerns that AirGate's limited
liquidity may not be sufficient to cover both execution risks
and potential contingencies that could arise from a
restructuring of its wholly owned subsidiary, iPCS," added Mr.
Tsao.

The resolution of the CreditWatch for AirGate depends on the
company filing its annual report to cure a default under its
bank credit agreement and bond indenture. Separately,
maintenance of current ratings depends on the company showing
favorable trends in liquidity and cash flow metrics.

The downgrade on iPCS is due to the company's announcement that
any restructuring of iPCS would involve a bankruptcy filing.
Once iPCS files for bankruptcy, its corporate credit rating
would be lowered to 'D' and removed from CreditWatch status.


ALLEGHENY ENERGY: Units Get Waiver Extensions from Bank Lenders
---------------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) subsidiaries, Allegheny
Energy Supply Company, LLC, and Allegheny Generating Company,
have received extensions on waivers from bank lenders under
their credit agreements.

The waivers have been extended through January 14, 2003.
Allegheny Energy said that it and its subsidiaries are
continuing discussions with bank lenders under these and other
facilities, as well as with other lenders and trading
counterparties, regarding outstanding defaults, required
amendments to existing facilities, and additional secured
financing. As the Company noted earlier this month, if it is
unable to successfully complete negotiations with these lenders,
including arrangements with respect to inter-creditor issues, it
would likely be obliged to seek bankruptcy protection.

In November, the Company announced that Allegheny Energy Supply
and Allegheny Generating Company had received waivers, which
extended through December 31, 2002, from their bank lenders with
regard to certain covenants contained in their credit
agreements.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated energy company with a balanced portfolio of
businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities in selected domestic retail and
wholesale markets; Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia; and a business offering fiber-optic and data services,
energy procurement and management, and energy services. More
information about the Company is available at
http://www.alleghenyenergy.com


AMERICAN COMMERCIAL: Delivers Restructuring Plan to Sr. Lenders
---------------------------------------------------------------
American Commercial Lines LLC said that, as required under its
senior credit facility, ACL submitted a financial restructuring
plan to its senior lenders on December 27, 2002. ACL has been in
discussions with its lenders to explore financial restructuring
alternatives. While discussions are ongoing, ACL has elected not
to make interest payments and utilize the 30-day grace period
with respect to the $7.7 million interest payment due on its
11-1/4 percent senior notes and the $0.3 million interest
payment due on its 10-1/4 percent senior notes. These interest
payments were scheduled for December 31, 2002.

To assist in evaluating its financial restructuring
alternatives, ACL has retained Richard Weingarten & Company,
Inc. and Huron Consulting Group. Also, Danielson Holding
Corporation (Amex: DHC), ACL's parent, has formed a special
committee of its board of directors to consider the financial
restructuring of ACL. The DHC special committee has retained
Credit Suisse First Boston as its financial advisor and
Pillsbury Winthrop LLP as special legal counsel.

ACL is an integrated marine transportation and service company
operating approximately 5,000 barges and 200 towboats on the
inland waterways of North and South America. ACL transports more
than 70 million tons of freight annually. Additionally, ACL
operates marine construction, repair and service facilities and
river terminals.


ANALYTICAL SURVEYS: Fails to Meet Nasdaq Listing Requirements
-------------------------------------------------------------
Analytical Surveys, Inc., (Nasdaq: ANLT) was notified by Nasdaq
that the Company's common stock has not maintained a minimum
market value of publicly held shares of $1,000,000 as required
for continued inclusion on the Nasdaq SmallCap Market by
Marketplace Rule 4310(C)(7).

The Company is being provided until March 27, 2003, to regain
compliance. If, at any time before March 27, 2003, the market
value of the Company's publicly held shares is $1,000,000 or
more for a minimum of 10 consecutive trading days, it will
regain compliance. If compliance cannot be demonstrated by
March 27, 2003, the Company's securities will be delisted. At
that time, the Company may appeal Nasdaq's determination to a
Listing Qualifications Panel. However, there can be no assurance
the Panel would grant the Company's request for continued
listing. In addition, the Company is obligated to continue the
listing of its common stock on the Nasdaq SmallCap Market
pursuant to the Note and Warrant Purchase Agreement entered into
with Tonga Partners, L.P., its controlling beneficial
shareholder, and any breach of this obligation could result in
the acceleration of the Company's obligations under the senior
secured convertible note payable to Tonga Partners, L.P.

Analytical Surveys Inc., provides technology-enabled solutions
and expert services for geospatial data management, including
data capture and conversion, planning, implementation,
distribution strategies and maintenance services. Through its
affiliates, ASI has played a leading role in the geospatial
industry for more than 40 years. The Company is dedicated to
providing utilities and government with responsive, proactive
solutions that maximize the value of information and technology
assets. As of January 1, 2003, ASI is headquartered in San
Antonio, Texas and maintains facilities in Indianapolis, Indiana
and Waukesha, Wisconsin. For more information, visit
http://www.anlt.com  

                         *    *    *

In its SEC Form 10-K filed on December 19, 2002, the Company
reported: "The [Company's] financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the fiscal years of 2000
through 2002, the Company experienced significant operating
losses with corresponding reductions in working capital and net
worth, excluding the impact of debt forgiveness, and does not
currently have any external financing in place to support
operating cash flow requirements. The Company's revenues and
backlog have also decreased substantially during the same
period. The Company's senior secured convertible note also has
certain immediate call provisions that are outside the Company's
control, which if triggered and exercised, would make it
difficult for the Company to meet these debt payments. These
factors among others raise substantial doubt about the Company's
ability to continue as a going concern.

"To address the potential going concern issue, management
implemented financial and operational restructuring plans
designed to improve operating efficiencies, reduce and eliminate
cash losses and position the Company for profitable operations.
Financial steps included restructuring the Company's bank debt
through the issuance of preferred stock and convertible debt,
subsequent collection of the federal income tax refund and sale
of non-core assets. Operational steps included the consolidation
of production services to two solution centers, reduction of
corporate and non-core spending activities, outsourcing certain
components of projects and deploying a new sales and marketing
team.

"The financial statements do not include any adjustments
relating to the recoverability of assets and the classifications
of liabilities that might be necessary should the Company be
unable to continue as a going concern. However, management
believes that its turnaround efforts, if successful, will  
improve operations and generate sufficient cash to meet its
obligations in a timely manner.

"In the absence of a line of credit and limitations on securing
additional debt, the Company depends on internal cash flow to
sustain operations. Internal cash flow is significantly affected
by customer contract terms and progress achieved on projects.
Fluctuations in internal cash flow are reflected in three
contract-related accounts: accounts receivable; revenues in
excess of billings; and billings in excess of revenues. Under
the percentage of completion method of accounting:

     - "Accounts receivable" is created when an amount becomes
due from a customer, which typically occurs when an event
specified in the contract triggers a billing.

     - "Revenues in excess of billings" occur when the Company
has performed under a contract even though a billing event has
not been triggered.

     - "Billings in excess of revenues" occur when the Company
receives an advance or deposit against work yet to be performed.

"These accounts, which represent a significant investment by ASI
in its business, affect the Company's cash flow as projects are
signed, performed, billed and collected. At September 30, 2002,
the Company had multiple contracts with three customers that
represented 72% (43%, 17% and 12%, respectively) of the total
balance of net accounts receivable and revenue in excess of
billings. At September 30, 2001, these customers represented 44%
(18%, 14% and 12%, respectively) of the total balance of net
accounts receivable and revenue in excess of billings. Billing
terms are negotiated in a competitive environment and, as stated
above, are based on reaching project milestones. The Company
anticipates that sufficient billing milestones will be achieved
during fiscal 2003 such that revenue in excess of billings for
these customer contracts will begin to decline.

"The Company's operating activities provided positive cash flow
of $2.3 million in fiscal 2002, $0.3 million in fiscal 2001 and
breakeven in fiscal 2000. Contract-related accounts described in
the previous paragraph declined $6.0 million, $8.7 million and
$15.0 million in fiscal 2002, 2001 and 2000, respectively. A
significant portion of this decline in 2000 resulted from
contract cost-to-complete adjustments, which reduced revenues in
excess of billing without providing cash flow. Accounts payable
and accrued expenses decreased $2.0 million in fiscal 2002, $3.5
million in fiscal 2001 and increased $1.8 million in fiscal
2000. The decrease in fiscal 2001 reflects the Company's reduced
size of operations, in part due to the sale of its Colorado
Springs, Colorado office.

"Cash provided by investing activities principally consisted of
proceeds from sales of assets, offset by the purchases of
equipment and leasehold improvements. In fiscal year 2001, the
Company enhanced cash flow by $8.6 million from the sale of
assets, primarily from the sale of Colorado assets. The Company
purchased equipment and leasehold improvements totaling $0.4
million, $0.4 million and $1.7 million in 2002, 2001 and 2000,
respectively.

"Cash used by financing activities for fiscal years 2002, 2001
and 2000 was $0.5 million, $10.1 million and $2.1 million,
respectively. Financing activities consisted primarily of net
borrowings and payments under lines of credit for working
capital purposes and net borrowings and payments of long-term
debt used in operations and the purchase of equipment and
leasehold improvements. The Company reduced debt by $6.0 million
with proceeds from the sale of its Colorado Springs, Colorado
office in fiscal 2001."


APPLIED MICROSYSTEMS: Nasdaq Will Kick Shares off Exchange Today
----------------------------------------------------------------
Applied Microsystems Corporation (Nasdaq:APMC) received a Nasdaq
Staff Determination on December 23, 2002, indicating that the
Company fails to comply with the minimum stockholders' equity
requirement, minimum bid price, and market value of public float
requirements for continued listing set forth in Nasdaq
Marketplace Rules.

Applied does not intend to appeal the delisting notice,
therefore, the Company's securities are expected to be delisted
from the Nasdaq SmallCap Market at the opening of business on
January 3, 2003.

On December 16, 2002, the Company announced that its board of
directors had unanimously decided to recommend to shareholders
that the Company be liquidated. Applied plans to prepare a proxy
statement as soon as practicable that will provide additional
information and will submit a plan of liquidation and
dissolution to its shareholders for approval.

Visit Applied on the Web at http://www.amc.com  

                         *     *     *

In early September of 2002, the Company agreed to sell its
embedded systems development tools business to a third party in
an asset sale transaction that was subsequently approved by
shareholders. In mid-October of 2002, the Company announced that
it had negotiated a buyout of its remaining obligations under a
multi-year facilities lease, which enabled it to accelerate its
search for development-stage funding for its Libra Networks
business. Libra Networks represents an expansion into
development of hardware and software products aimed at end-user
markets -- specifically, corporate data centers.

Liquidation of a corporation is a complex process, and requires
shareholder approval. Applied plans to prepare a proxy statement
as soon as practicable that will provide additional information
and will submit a plan of liquidation and dissolution to its
shareholders for approval. Even after shareholder approval of
the plan of liquidation and dissolution, liquidation
distributions to shareholders, if any, may be delayed for a
lengthy period of time to allow the Company to sell any
remaining assets (such as the Libra Networks intellectual
property), and to discharge or make provision for satisfaction
of the claims of known and contingent creditors (including
indemnification obligations arising from the sale of the
Company's embedded systems development tools business). The
Company is currently unable to predict the amount of any
potential distribution to shareholders or the timing of any such
distribution.


AVADO BRANDS: Makes Interest Payment on 9-3/4% Senior Notes
-----------------------------------------------------------
Avado Brands, Inc., (OTC Bulletin Board: AVDO) made its semi-
annual interest payment to holders of its 9-3/4% Senior Notes.
The interest payment was originally due on December 1, 2002, and
as the Company indicated earlier, the payment was made within
the 30-day, no-default period provided for under the terms of
the Indenture.

On December 27, 2002, the Company executed an amendment to its
$75.0 million credit facility whereby its lenders have agreed to
forbear from exercising their remedies with respect to existing
events of default until May 31, 2003. The amendment also revised
certain financial covenants and requires the Company to reduce
its obligations under the facility to $0 by May 25, 2003.

The Company is closely monitoring its liquidity position and
continues to believe that it will be able to make the semi-
annual interest payment due to holders of its 11-3/4% Senior
Subordinated Notes, which was originally due on December 15,
2002, within the 30 day no-default period provided for under the
terms of that Indenture.

The Company also announced that it has substantially completed
the divestiture of its Canyon Cafe Brand. On December 20, 2002,
the Company completed a transaction in which seven restaurants
were divested for total consideration of approximately $2.4
million. After the completion of this transaction, the Company
has four remaining Canyon Cafe locations, which are held for
sale.

Avado Brands owns and operates two proprietary brands, comprised
of 120 Don Pablo's Mexican Kitchens and 66 Hops Restaurant - Bar
- Breweries.

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's lowered its corporate credit rating
on casual dining restaurant operator Avado Brands Inc., to 'D'
from 'CC'.

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

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


AVIATION MANAGEMENT: TIMCO Takes Over Goodyear, AZ Airport Base
---------------------------------------------------------------
TIMCO Aviation Services, Inc., (OTC Bulletin Board: TMAS) took
control of the airframe heavy maintenance base at the Goodyear,
Arizona airport. The Company will operate its business in the
facilities that were previously leased to Aviation Management
Systems, Inc., which is currently in Chapter 7 bankruptcy. An
entity controlled by Lacy J. Harber, the Company's principal
stockholder, has funded the acquisition of AMS's operating
assets and the transfer of the lease for the Goodyear facility.

Gil West, the Company's President and Chief Operating Officer,
stated: "We are very excited about operating at the Goodyear
airport. This facility, which is almost 370,000 square feet with
two hangers, will allow us to handle maintenance work on a wide
range of aircraft. The facility also has tarmac space to park
approximately 150 aircraft. Goodyear is our first maintenance
facility in the western United States and will allow us to
satisfy the airframe maintenance requirements of our current and
future customers who operate west of the Mississippi River."

Roy T. Rimmer, Jr., the Company's Chairman and Chief Executive
Officer stated: "The acquisition of the AMS facility and
operating assets on our behalf by our principal stockholder once
again confirms Mr. Harber's strong support for the Company and
his belief in our future. This transaction also continues our
efforts to grow our Company through strategic acquisitions."

TIMCO Aviation Services, Inc., is among the largest providers of
fully integrated aviation maintenance, repair and overhaul
services for major commercial airlines and maintenance and
repair facilities in the world. The Company currently operates
four MR&O businesses: TIMCO, which, with its four active
locations, is one of the largest independent providers of heavy
aircraft maintenance services in North America; Aircraft
Interior Design and Brice Manufacturing Company, which
specialize in the refurbishment of aircraft interior components
and the manufacture and sale of PMA parts and new aircraft
seats; TIMCO Engineered Systems, which provides engineering
services to our MR&O operations and our customers; and TIMCO
Engine Center, which refurbishes JT8D engines.


BENCHMARK ELECTRONICS: S&P Affirms B+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Benchmark Electronics Inc., to positive from stable and affirmed
its 'B+' corporate credit, 'B+' senior secured bank loan, and
'B-' convertible subordinated note ratings. The outlook revision
is based on improving credit measures and solid operating
performance over the past year.

The Angleton, Texas-based provider of electronic manufacturing
services has about $128 million of debt outstanding.

Profitability measures are well within expected industry norms,
and cash flow generation is good.

Recent acquisitions are expected to aid sales growth and enhance
Benchmark's geographical and operational scope.

"Sustained improvement in credit measures and good operating
performance could result in a ratings upgrade in the near-to-
intermediate term," said Standard & Poor's credit analyst Andrew
Watt.

Still, customer concentration is a ratings concern, as the
largest customer comprises nearly one-half of sales for the nine
months ended September 2002. In addition, about 75% of sales are
in the communications equipment and computing markets, which are
likely to remain weak over the near term.


BORDEN CHEMICALS: Completes PVC Facility Sale to Geismar Vinyls
---------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
completed the sale of the assets of its Geismar, La., polyvinyl
chloride facility to Geismar Vinyls Corporation, an affiliate of
The Westlake Group, for $5 million cash plus a promissory note
for up to $4 million depending on the earnings performance of
the assets. The sale agreement was previously approved by the
U.S. Bankruptcy Court for the District of Delaware on August 20,
2002.

Geismar Vinyls acquired BCP's 575-million lb./year Geismar PVC
resins plant, 650-million lb./year ethylene-based vinyl chloride
monomer feedstock plant, and certain related assets. BCP halted
PVC production at Geismar in April 2002.

"We are pleased to have closed the sale of Geismar," said Mark
J. Schneider, president and chief executive officer, BCP
Management, Inc., the general partner of BCP. "We now look
forward to the plan confirmation hearing on January 24 and a
successful conclusion to all the matters pending in this case."

Separately, BCP said that on December 19, the court approved the
extension of BCP's $7.5 million post-petition credit arrangement
with BCPM to January 31, 2003.

BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001. BCPM, the general partner of BCP,
filed for bankruptcy on March 22, 2002. Their joint plan of
liquidation has been submitted to creditors for approval and is
scheduled to be heard by the court on January 24, 2003. Borden
Chemicals and Plastics Limited Partnership, the limited partner
of BCP, was not included in the Chapter 11 filings. A separate
and distinct entity, Borden Chemical, Inc., is not related to
the filings.

Borden Chemical & Plastics' 9.50% bonds due 2005 (BCPU05USR1)
are trading at less than a penny on the dollar, DebtTraders
says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1


CAPITOL COMMUNITIES: Says It'll File Annual Report by January 13  
----------------------------------------------------------------
On July 17, 2002, Boca First Capital, LLLP, a Florida limited
liability limited partnership acquired control of Capitol
Communities Corporation.  Due to this change of control, the
Company has relocated its principal place of business to Boca
Raton, Florida, and accordingly has been in the process of
consolidating its accounting departments from Arkansas and
California to Florida. Because of this consolidation and given
the Company's limited financial resources, the Company submits
that it is an unreasonable burden and expense to file its Annual
Report on form 10-KSB by December 29, 2002.  The Company intends
to file its Annual Report by no later than January 13, 2003.

Capitol Communities Corporation, through its subsidiary, owns
approximately 1,000 acres of residential property in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents. It is located directly across
the Arkansas River from Little Rock. Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, jogging trails, and other lifestyle
amenities.


COLD METAL PRODUCTS: AMEX Intends to Pursue Delisting Action
------------------------------------------------------------
Cold Metal Products Inc., (Amex: CLQ) received notice from the
American Stock Exchange of its intention to proceed with the
filing of an application with the Securities and Exchange
Commission to strike the company's common stock (Symbol-CLQ)
from listing and registration on the exchange.

Cold Metal declined to submit a compliance plan required by
AMEX. As a result, AMEX announced its intention to file its
action with the SEC.

AMEX halted trading in Cold Metal common stock August 2. Cold
Metal filed for Chapter 11 bankruptcy protection August 16.

"Cold Metal Products continues to operate and to serve our
customers," said Raymond P. Torok, Cold Metal president and CEO.
"We remain committed to the outstanding quality, customer
service and product performance that have long characterized
Cold Metal as a leading intermediate steel processor. We expect
to emerge from Chapter 11 as a strong, viable company."

A leading North American intermediate strip steel processor,
Cold Metal Products provides a wide range of steel strip
products to meet the critical requirements of precision parts
manufacturers. Through cold rolling, annealing, normalizing,
edge conditioning, oscillate winding, slitting and cutting to
length, the company provides value-added products to
manufacturers in the automotive, construction, cutting tools,
consumer goods and industrial goods markets. Cold Metal Products
operates plants in Ottawa, Ohio; Detroit, Mich.; Indianapolis,
Ind.; Hamilton, Ontario; and Montreal, Quebec. The company
employs approximately 350 people.


COLD METAL: Reaches Pact to Keep Indianapolis Plant Operating
-------------------------------------------------------------
Cold Metal Products Inc., (Amex: CLQ) a leading North American
intermediate strip steel processor, reached an agreement with
the United Steelworkers of America at its Indianapolis plant
that extends into 2004. The agreement was recently approved by
U.S. Bankruptcy Court here.

The steelworkers overwhelmingly approved the contract, which is
another step in Cold Metal's effort to reorganize and emerge
from Chapter 11 bankruptcy protection.

"This is a testimony to the dedication and loyalty of a strong
team of experienced professionals," said Cold Metal President
and CEO Raymond P. Torok. "I'm proud of our people for their
can-do attitude even under adverse circumstances. The strong
relationship between the company and the union convinces me that
we can weather the storm and become a stronger company capable
of developing and delivering solutions for our customers."

Cold Metal closed its unprofitable Indianapolis and Youngstown
operations August 15, citing its inability to get continuing
financing without the closures. The company filed for Chapter 11
bankruptcy protection on August 16.

The USWA and Cold Metal have been working under an interim
agreement that enabled the Indianapolis plant to operate for 60
days while a new labor contract was negotiated.

A leading intermediate steel producer, Cold Metal Products,
Inc., provides a wide range of strip steel products to meet the
critical requirements of precision parts manufacturers. Through
cold rolling, annealing, edge conditioning, oscillate winding,
slitting, and cutting to length, the company provides value-
added products to manufacturers in the automotive, construction,
cutting tools, consumer goods and industrial goods markets. Cold
Metal operates plants in Ottawa, Ohio; Indianapolis, Ind.;
Roseville, Mich.; Hamilton, Ontario; and Montreal, Quebec.


COMDISCO INC: Reschedules Year-End Earnings Release for Jan. 14
---------------------------------------------------------------
Comdisco Holding Company, Inc., (OTC:CDCO) said its fourth
quarter and year-end financial results, previously scheduled to
be announced on Monday, December 30, 2002, are expected to be
released on Tuesday, January 14, 2003. Comdisco emerged from
Chapter 11 bankruptcy on August 12, 2002. As a result of its
emergence, Comdisco will utilize Fresh Start Accounting
effective July 31, 2002. Comdisco's implementation of Fresh
Start Accounting has caused the delay in the announcement of
fourth quarter and year-end financial results.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and  
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


COMDISCO INC: Balks at Henriquez, Howard and Tickner Claims
-----------------------------------------------------------
Brian J. Massengill, Esq., at Mayer, Brown, Rowe & Maw, in
Chicago, Illinois, recounts that Comdisco, Inc., and its debtor-
affiliates formed Comdisco Ventures in 1985 to provide equipment
lease financing to start-up and early stage companies.  The
Ventures Division was an ancillary business to Comdisco's main
businesses of leasing high technology equipment to Fortune 1000
companies and providing disaster recovery services.  Ventures
was a largely autonomous division based in Menlo Park,
California with a second office in Boston, Massachusetts.

Until the mid-1990s, Mr. Massengill relates, Comdisco Ventures
primarily invested in equipment leasing and transactions.  "As
the business of Ventures division evolved, it began to provide
subordinated debt financing and to make direct equity
investments in companies to which it provided lease financing,"
Mr. Massengill tells the Court.

According to Mr. Massengill, Comdisco Ventures was run by
several individuals, including Manuel Henriquez, Glen Howard,
and Geoffrey Tickner, whose titles starting in the late 1990's
were "Managing Directors".  They were responsible for locating
and evaluating potential customers for Comdisco Ventures.  They
were given near complete authority to underwrite, negotiate and
structure the transactions in a manner that would best promote
the interests of the Debtors.  They could approve deals up to
several million dollars -- by the late 1990s, $7,500,000 --
without the approval of senior management at Comdisco's head
office in Rosemont, Illinois.  During the period of 1996 through
2001, they vastly increased the number and amount of investments
made by Comdisco Ventures.

Unknown to Comdisco's senior management, in 1999 and 2000, the
three Managing Directors were entering into deals at such a rate
that little or no due diligence was performed on a start-up
company prior to their approval of substantial Ventures
investments.  At the peak, they were approving approximately 60
Ventures deals per month averaging approximately $130,000,000 in
monthly commitments.  "In fact, in a single four-hour meeting in
Spring 2000, the three Managing Directors approved over
$70,000,000 in Ventures deals," Mr. Massengill says.

Furthermore, unknown to Comdisco's senior management, just as
the underwriting quality was suffering from the extreme volume,
the transaction documentation also suffered during this period.  
Mr. Massengill relates that the three Managing Directors were
committing to deals at such a furious pace that the Ventures
staff responsible for preparing the agreements were overwhelmed
by the sheer volume.  Moreover, Mr. Massengill continues, the
Ventures staff was also instructed not to negotiate protections
if it would delay the completion of the transactions.  As a
result, Mr. Massengill points out, the basic protections for
Comdisco's investments were not included in the Ventures
agreements.  "The three Managing Directors' misconduct caused
Comdisco to suffer millions in losses due to the lack of basic
protections for its subordinated debt investments," Mr.
Massengill says.

Due to the three Managing Directors' insistence on speed over
quality and diligence, Comdisco obtained little or no monitoring
rights to track the performance of the start-up companies in
which it invested.  "This failure to secure monitoring rights
prevented Comdisco from receiving information to allow timely
intervention when a start-up company was at risk of default,"
Mr. Massengill notes.  In addition, Mr. Massengill relates, the
three Managing Directors were focused solely on finding new
deals and spent little or no time monitoring the multi-million
dollar investments already in the Ventures portfolio.  The lack
of basic monitoring by the three Managing Directors caused
Comdisco to release funds to start-up companies that had not met
the triggering events provided in the agreements.

According to Mr. Massengill, the three Managing Directors'
failures were not limited to the underwriting and monitoring of
the individual investments.  "They also failed to put in place
the basic systems that would allow them to track the status of
the Comdisco Ventures portfolio or to evaluate the overall
portfolio allocation," Mr. Massengill adds.  Thus, the three
Managing Directors failed to observe basic portfolio and risk
management practices, and thus, failed to take reasonable
precautions to protect Comdisco's interests.

For instance, Mr. Massengill illustrates, in determining whether
to invest in a particular start-up company, the three Managing
Directors did not (and, in fact, could not) consider the risk
profile of the portfolio business they did not put in place the
necessary tools.  As a result, the three Managing Directors made
investments on Ventures' behalf that were neither prudent nor
reasonable, and that over-exposed the portfolio to industry
segments like telecommunications and software.

As a result of the failures of Messrs. Henriquez, Howard and
Tickner to engage in reasonable due diligence, to employ
reasonable and appropriate underwriting practices, to ensure the
transactions were properly documented, to obtain adequate
monitoring rights, to monitor the investments, and to observe
portfolio allocation and risk management practices, Comdisco
suffered enormous write-offs and losses on investments in excess
of $600,000,000.

Accordingly, the Debtors have asserted Demands of Affirmative
Relief against Messrs. Henriquez, Howard, and Tickner for breach
of fiduciary duty and negligence.

Mr. Massengill lays out the background of the Defendants:

  1. Manuel A. Henriquez became an employee of Comdisco in 1997,
     and worked as a Managing Director of Comdisco Ventures.  He
     continued in that position until his separation effective
     on April 7, 2000.  Mr. Henriquez was also an employee and
     Managing Member of Rosemont Venture Management I, LLC from
     its inception until his separation effective on April 7,
     2000, at which point he became a Withdrawn Member of
     Rosemont.  Mr. Henriquez and Comdisco entered into a
     Separation Agreement effective March 31, 2000, which
     terminated his employment with Comdisco on April 7, 2000.
     The Separation Agreement contains language purporting to
     release Henriquez from claims Comdisco may have against
     him.  Mr. Henriquez filed Claim Nos. 2272, 2273, and 2280
     against the Debtors.

  2. Glen C. Howard became an employee of Comdisco in 1987.  In
     February 1997, Mr. Howard was assigned to Comdisco Ventures
     and later became a Managing Director.  Mr. Howard was an
     employee of Rosemont and became a Special Managing Member
     on July 21, 2000 and continued in that capacity until his
     resignation on April 5, 2001.  On May 11, 2001, Mr. Howard
     separated from his positions as an employee of Comdisco and
     a Managing Director of Comdisco Ventures.  Comdisco and Mr.
     Howard entered into a Separation Agreement and General
     Release on June 8, 2001.  That agreement does not waive or
     release claims that Comdisco or any of its affiliates may
     have against Mr. Howard.  Mr. Howard filed Claim Nos. 1989,
     1990 and 1991 against the Debtors.

  3. Geoffrey Tickner became an employee of Comdisco in 1998 and
     worked as a Managing Director of Comdisco Ventures.  In
     April 2001, Mr. Tickner resigned from his positions as
     Comdisco employee and Comdisco Ventures Managing Director.
     Mr. Tickner was an employee of Rosemont and a Special
     Managing Member and continued in those capacities until his
     resignation in April 2001.  Mr. Tickner filed Claim No. 151
     against the Debtors.

                       1996 Compensation Plan

In October 1996, Comdisco Ventures created an Incentive
Compensation Plan for designated employees of the Ventures
division.  According to Mr. Massengill, the 1996 Plan was a cash
bonus program payable from Comdisco's general assets.  Payments
under the 1996 Plan were based on a percentage of the increases
in cumulative net pre-tax profits of Ventures transactions
starting in October 1996.  Messrs. Henriquez, Howard and Tickner
were all participants in the 1996 Plan.

Under the 1996 Plan, Mr. Massengill explains that Comdisco would
retain 80% of the profits and the remaining 20% would be paid to
the designated employees of Comdisco Ventures based on a formula
in the Plan.  The 1996 Plan was terminated on December 31, 1999.
Mr. Massengill relates that Incentive Plan Termination Agreement
closed the 1996 Plan to new investments.  Comdisco Ventures
could only hold, manage and dispose of the transactions entered
by Ventures as of December 31, 1999.  Thus, Mr. Massengill says,
the portfolio of transactions assigned to the 1996 Plan was
fixed, and only those transactions were used for determining the
net profits of the 1996 Plan going forward.

                       2000 Compensation Plan

The 1996 Plan was replaced by the Incentive Compensation Plan
dated January 1, 2000.  Like the 1996 Plan, the 2000 Plan was a
cash bonus program with the same basic 80/20 structure.  These
transactions, entered into on or after January 1, 2000, were
assigned to the 2000 Plan portfolio:

  (a) all lease financing of Comdisco Ventures;

  (b) Venture subordinated debt or equity investment declined
      by Hybrid Ventures Partners, LP -- a debtor-affiliate;

  (c) equity investments related to or connected with the lease
      financings not associated with Hybrid; and

  (d) certain other investments consummated by Ventures other
      than those associated with Hybrid.

The transactions covered by the 2000 Plan have lost a
substantial amount of Comdisco's invested capital and have never
earned a profit, and the 2000 Plan is currently deeply "under
water" as a direct result of the Defendants' grossly deficient
underwriting and monitoring practices.  Thus, no bonus payments
have been made or due under the 2000 Plan.

                 Creation of Hybrid and Rosemont

Hybrid and Rosemont were formed concurrent with the termination
of the 1996 Plan.

According to Mr. Massengill, Hybrid was an investment fund
formed to make the subordinated debt and equity investments
previously made by the Ventures division.  Comdisco was to be
Hybrid's anchor investor and was committed to invest
$250,000,000.

Rosemont was formed to be the managing general partner for
Hybrid.  Initially, Mr. Massengill relates, Rosemont consisted
of two Co-Managing Members, one being Mr. Henriquez, plus
several Non-Managing Members, including Mr. Howard, Mr. Tickner,
and Comdisco itself.  Rosemont issued its first capital call to
Comdisco in February 2000 and Comdisco provided the required
funding.  In early 2000, the Managing Members let lapse Hybrid's
license to provide lender services in California.  As a result,
Hybrid could not make subordinated debt investments.  The
Managing Members agreed that Comdisco would make the
subordinated debt investments in its own name on Hybrid's
behalf.  It was also agreed that these investments would later
be transferred by Comdisco to Hybrid in satisfaction of
Comdisco's capital contribution requirement of $250,000,000.  
This agreement was memorialized in Mr. Henriquez's Separation
Agreement.  Hybrid proceeded to make equity investments in its
own name.

Hybrid's lender licensing problem was corrected in April 2000,
the same time Mr. Henriquez left Comdisco and Rosemont.
Protracted negotiations then ensued on which investments to
transfer from Comdisco Ventures to Hybrid.  Initially, and for
their own personal benefit, the Managing Members of Rosemont
prepared a list of investments that totaled substantially more
than Comdisco's $250,000,000 capital contribution requirement
and attempted to have those investments transferred to Hybrid.  
At Comdisco's insistence, this list was pared down to
approximately $250,000,000.  The list was finalized in late 2000
and Comdisco prepared a straightforward assignment and
assumption agreement for the Hybrid transfer.

"Not content with simply having the investments transferred,
Rosemont's Managing Member had its counsel draft a complicated
agreement to transfer the investments that included a number of
extraneous provisions designed to allow the members of Rosemont
to benefit from continued investment activity by Comdisco
Ventures," Mr. Massengill relates.  As a result, the transfer
negotiations bogged down through early 2001.

By this time, Mr. Massengill says, Comdisco, as a whole, was in
financial trouble and was experiencing liquidity problems due in
large part to the grossly deficient underwriting practices of
Messrs. Howard, Henriquez, and Tickner.  Despite Comdisco's
precarious financial condition, Mr. Massengill tells the Court
that Rosemont's Managing Member, along with Messrs. Howard,
Henriquez, and Tickner, then caused Rosemont to issue a capital
call on March 21, 2001, demanding that Comdisco contribute an
additional $50,000,000 to Rosemont and Hybrid so that they could
complete additional transactions through Rosemont and Hybrid.

Rosemont delivered an ultimatum to Comdisco -- either contribute
the $50,000,000 demanded in the capital call or sign the then-
pending transfer agreement.  "This ultimatum served the personal
interests of Messrs. Howard, Henriquez and Tickner at Comdisco's
expense," Mr. Massengill says.

Mr. Massengill notes that the Hybrid fund has lost a substantial
amount of Comdisco's invested capital, has never earned a
profit, and is currently deeply under water as a direct result
of the Defendants' grossly deficient underwriting and monitoring
practices.  Thus, no bonus payments have been made or are due
under the Hybrid fund.

               Henriquez, Howard & Tickner Claims

Mr. Massengill reminds the Court that the Defendants filed
proofs of claim against the Debtors.

Claimant        Claim No.     Claim Amount
--------        ---------     ------------
Mr. Howard        1989        Mr. Howard alleges that he
                              maintains a 6% interest in
                              Rosemont.  Since Rosemont is
                              allegedly owed $40,000,000 for
                              managing the Hybrid portfolio, Mr.
                              Howard concludes that he is
                              entitled to $2,400,000.

                   1990       Mr. Howard reminds the Court that
                              Rosemont, which is the general
                              partner of Hybrid.  Since Comdisco
                              owes Hybrid $250,000,000, Mr.
                              Howard concludes that he is
                              entitled to 6% of the estimated
                              interests and claims in Hybrid,
                              totaling $1,780,000.

                   1991       $59,670,000 in compensation
                              under the 1996 and 2000 Plans

Mr. Henriquez      2280       Mr. Henriquez alleges that he has
                              a 24.5% interest in Rosemont.
                              Since Rosemont is allegedly owed
                              $40,000,000 for managing the
                              Hybrid portfolio, Mr. Henriquez
                              concludes that he is entitled to
                              $9,800,000.

                   2272       24.5% of the estimated interests
                              and claims in Hybrid, totaling
                              $7,270,000

                   2273       $78,980,000 in compensation under
                              the 1996 and 2000 Plans

Mr. Tickner         151       $2,686,685 for services performed

                    Debtors' Objections To Claims

Mr. Massengill asserts that the Debtors are not liable to the
Claims because:

  (a) Rosemont is not owed $40,000,000 in Hybrid management
      fees, thus, Mr. Howard is not entitled to 6% interest
      under Claim No. 1989;

  (b) Hybrid has never earned a profit, thus, Mr. Howard is not
      entitled to 6% interest and claims in Hybrid as alleged in
      Claim No. 1990;

  (c) Mr. Howard is not owed $59,670,000 in compensation under
      the 1996 and 2000 Plans as alleged in Claim No. 1991.
      Furthermore, Comdisco objects to Claim 1991 to the extent
      that it seeks any compensation allegedly becoming after
      May 11, 2002 (his employment termination date);

  (d) Mr. Henriquez is not entitled to $9,800,000 as a share of
      management fees because Rosemont is not owed $40,000,000
      as alleged in Claim No. 2280;

  (e) Mr. Henriquez is not entitled to 24.5% interest alleged
      under Claim No. 2280.

  (f) Hybrid has never earned a profit, thus, Mr. Henriquez is
      not entitled to 24.5% interest and claims in Hybrid
      as alleged in Claim No. 2272;

  (g) In addition, Mr. Henriquez's participation level in
      Rosemont and Hybrid must be limited based on his failure
      to submit the required spousal consent form, which results
      in his forfeiture of 50% of his unvested interest in
      Rosemont to the other members; and

  (h) Mr. Tickner failed to attach any explanation of his Claim
      No. 151.  In addition, Mr. Tickner has failed to
      submit the required spousal consent form that was
      genuinely signed by his spouse.

Accordingly, the Debtors ask the Court to:

    (a) reject the Defendants' Claims;

    (b) award them damages in an amount to be determined
        at trial;

    (c) declare that the General Release contained in Mr.
        Henriquez' Separation Agreement was fraudulently induced
        and, therefore, void and unenforceable; and

    (d) order that the Defendants' claims are equitably
        subordinated to the claims of other creditors and the
        interests of equity holders.

Mr. Massengill insists that the Defendants misused their
positions of trust at Comdisco and Rosemont.  The Defendants
owed a fiduciary duty to Comdisco and Rosemont and its members
to administer both companies' affairs for its benefits, and to
exercise reasonable and best care, skill and judgment in the
management of the business solely in the interest of Rosemont,
Hybrid and their constituent members, including Comdisco.

"Rosemont, Hybrid and Comdisco are, therefore, entitled to
recover the losses suffered as a result of the Defendants'
breaches of fiduciary duty and negligent conduct, as well as any
compensation earned by the Defendants from Rosemont and Comdisco
during this period of breach," Mr. Massengill asserts. (Comdisco
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CONSECO INC: Court Sets Final DIP Financing Hearing for Jan. 14
---------------------------------------------------------------
To fund on-going working capital expenses and projected losses
following the Petition Date and complete a sale of substantially
its assets to the highest and best bidder, Conseco Finance needs
access to a new financing facility.  Without new financing, the
value of the business will fall.

Prior to the Petition Date, Richard L. Wynne, Esq., at Kirkland
& Ellis, relates, the Debtors approached various lenders about
debtor-in-possession financing.  Those conversations were
problematic because virtually all of Conseco Finance's assets
are pledged to someone.  Ultimately, the Debtors talked to
Lehman Brothers, Inc., and U.S. Bank National Association about
the situation.  By bringing those two institutions into a DIP
Financing Facility as lenders and using the proceeds of the DIP
Loan to roll-up those lenders' prepetition obligations into a
DIP Facility, the Debtors avoid litigation directly attacking
those lenders' prepetition liens and arguing there's a $280
million equity cushion -- which Conseco Finance would do if
backed into a corner.  U.S. Bank will contribute $89 million and
Lehman will contribute $18 million.  An affiliate of Fortress
Investment Group LLC and J.C. Flowers & Co. LLC, the stalking
horse bidder for CFC's assets, will take an assignment of a $10
million slice of U.S. Bank's claims and step into U.S. Bank's
shoes under the DIP Facility and provide an additional $18
million to commit a total of $125,000,000 to Conseco Finance.

The salient terms of the DIP Facility are:

Borrowers:      Conseco Finance Corp.
                Conseco Finance Credit Corp.

Guarantors:     Conseco Finance Services Corp.
                CIHC, Incorporated

Administrative
Agent:          FPS DIP LLC, a Fortress/Flowers affiliate.

Commitment:     $125,000,000, in the form of a:

                     $65,000,000 revolving credit facility and a

                     $60,000,000 term loan.

Maturity Date:  April 16, 2003, or earlier if the Asset Purchase
                Agreement is terminated.

Mandatory
Prepayments:    Daily cash sweeps of cash in excess of
                $1,000,000 book balance will be used to
                pay down the DIP Facility Revolver.
                Proceeds from asset sales will be used
                to pay-down the Revolver and then the
                Term Loan.

Priority:       All borrowings constitute superpriority
                administrative claims against the Debtors'
                estates pursuant to 11 U.S.C. Sec. 364(c)(1).

Postpetition
Liens:          The Debtors' obligations to repay amounts
                borrowed from the DIP Lenders are secured,
                pursuant to 11 U.S.C. Secs. 364(c)(2) and
                (3), by perfected first-priority liens on all
                otherwise unencumbered assets and junior liens
                on all otherwise encumbered property, subject
                only to the Carve-Out.

Carve-Out:      The DIP Lenders agree, in the event of a
                default, to a $500,000 carve-out from
                their liens to allow for payment of
                professionals retained by the Debtors, any
                Official Committees, and fees imposed by
                the United States Trustee or the Court
                Clerk.

Fees:           The Debtors agree to pay a variety of fees:

                 (a) a 0.50% per annum Unused Commitment Fee
                     on every dollar not borrowed;

                 (b) a $1,950,000 Commitment Fee to FPS DIP
                     LLC for the Revolving Loan Facility;

                 (c) a $1,800,000 Commitment Fee to U.S. Bank
                     for the Term Loan Facility; and

                 (d) a $50,000 monthly Servicing Fee to
                     FPS DIP LLC.

Interest Rate:  10% per annum.  In the event of a default, the
                Interest Rate increases by 2% per annum.

Thomas M. Cerabano, Esq., at Willkie, Farr & Gallagher in New
York represents the FPS DIP LLC.  Michael R. Stewart, Esq., at
Faegre & Benson LLP represents U.S. Bank.

Finding that the CFC Debtors make their case that continued
financing is necessary to preserve the value of their estates
and continue operations, Judge Doyle grants the CFC Debtors
authority to execute and deliver the DIP Financing Agreement.  
Judge Doyle grants the CFC Debtors authority to borrow under the
DIP Facility on an interim basis, through January 14, 2003, and
Judge Doyle authorizes CIHC to guarantee those borrowings.  On
an interim basis, pending a final hearing, CFC's borrowings are
limited to the $60,000,000 Term Loan and $27,000,000 of the
Revolver.  The Court will convene a Final DIP Financing Hearing
on January 14 at 11:00 a.m. in Chicago to consider all
objections and whether to grant CFC access to the full $125
million. (Conseco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

Conseco Inc.'s 10.50% bonds due 2004 (CNC04USR2) are trading at
about 37 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for  
real-time bond pricing.


CTC COMMS: Signs-Up Miller Buckfire to Render Financial Advice
--------------------------------------------------------------
CTC Communications Group, Inc., and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the District
of Delaware to hire Miller Buckfire Lewis & Co., LLC, as their
Financial Advisor and Investment Banker, nunc pro tunc to
October 3, 2002.

Miller Buckfire's professionals have extensive experience in
providing financial advisory and investment banking services to
financially distressed companies and to creditors, equity
constituencies and government agencies in reorganization
proceedings and complex financial restructurings.

Furthermore, Miller Buckfire is intimately familiar with the
Debtor's business and financial affairs and is well qualified to
provide advisory and investment banking services required by the
Debtors.  Prior to the Petition Date, the Debtors engaged Miller
Buckfire to examine strategic alternatives, including potential
restructuring, sale and financing.

The Debtors anticipate that Miller Buckfire will perform:

  (A) General Financial Advisory and Investment Banking Services

       i) to the extent necessary, appropriate and feasible,
          familiarize itself with the business, operations,
          properties, financial conditions and prospects of the
          Debtors;

      ii) assist the Debtors in the analysis, design and
          formulation of their various options in connection
          with a Restructuring, Financing or Sale, including
          making recommendations as to such options; and

     iii) if the Debtors determine to undertake a Restructuring,
          Financing or Sale, advise and assist the Debtors in
          structuring and effecting the financial aspects of
          such a transaction or transactions, subject to the
          terms and conditions of the Engagement Letter; it
          being understood that the Debtors may elect to pursue
          one or more of the foregoing alternatives
          simultaneously.

  (B) Restructuring Services

       i) provide financial advice and assistance to the Debtors
          in developing and seeking approval of a Restructuring
          plan, which may be a plan under the Bankruptcy Code;

      ii) if requested by the Debtors, in connection therewith,
          provide financial advice and assistance to the Debtor
          structuring any new securities to be issued under the
          Plan;

     iii) if requested by the Debtors, assist the Debtors or
          participate in negotiations with entities or groups
          affected by the Plan;

      iv) if requested by the Debtors, participate in hearing
          before the bankruptcy court with respect to the
          matters upon which Miller Buckfire has provided
          advice, including, as relevant, coordinating with the
          Debtors' counsel with respect to testimony in
          connection therewith; and

       v) if requested by the Debtors, report on the valuation
          of securities to be issued by the Debtors or prepare a
          liquidation analysis of the Debtors, including
          providing testimony in support thereof.

  (C) Financing Services

       i) provide financial advice and assistance to the Debtors
          in structuring and effecting a Financing, identify
          potential Investors and, at the Debtors' request,
          contact such Investors;

      ii) if Miller Buckfire and the Debtors deem it advisable,
          assist the Debtors in developing and preparing a
          memorandum to be used in soliciting potential      
          Investors; and

     iii) if requested by the Debtors, assist the Debtors or
          participate in negotiations with potential Investors.

  (D) Dale Service

       i) provide financial advice and assistance to the Debtors
          in connection with a Sale, identify potential
          acquirors and, at the Debtors' request, contact such
          potential acquirors;

      ii) at the Debtors' request, assist the Debtors in
          preparing a memorandum, to be used in soliciting
          potential acquirors; and

     iii) if requested by the Debtors, assist the Debtors and
          participate in negotiations with potential acquirors.

Miller Buckfire will receive a Monthly Fee of $150,000 for its
professional service rendered to the Debtors. In addition to the
Monthly Fee, Miller Buckfire will receive a:

       a) Restructuring Fee contingent upon the consummation of
          a Restructuring equal to 1.0% of the sum of any
          restructured or recapitalized amount.

       b) Sale Transaction Fee contingent upon the consummation
          of such a Sale and payable calculated as:

            (i) 2.0 % of the Aggregate Consideration up to $50      
                million plus

           (ii) 1.5% of the Aggregate Consideration in excess of
                $50 million, plus

          (iii) 1.0% of the Aggregate Consideration in excess of           
                $100 million.

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.


DEUTSCHE MORTGAGE: Fitch Rates Class B-3 and B-4 Notes at Low-B
---------------------------------------------------------------
Deutsche Mortgage Securities, Inc., Mortgage Loan Trust 2002-1
mortgage pass-through certificates classes A-1 through A-18, A-
P, A-X and R (senior certificates, $607,718,964) are rated 'AAA'
by Fitch Ratings. In addition, Fitch rates class M ($8,445,000)
'AA', class B-1 ($3,441,000) 'A', class B-2 ($2,502,000) 'BBB',
class B-3 ($1,251,000) 'BB' and class B-4 ($938,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.35% class M, 0.55% class B-1,
0.40% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% 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 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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Wells Fargo Bank Minnesota,
NA, which is rated 'RMS1' by Fitch.

The certificates represent an ownership interest in a pool of
conventional fixed-rate mortgage loans, secured by first liens
on one- to four-family residential properties. As of the cut-off
date (Dec. 1, 2002), the mortgage pool demonstrates an
approximate weighted-average original loan-to-value ratio of
68.31%. Approximately 13.91% of the loans were originated under
a reduced documentation program. Cash-out refinance loans
represent 17.54% of the mortgage pool and second homes 2.03%.
The average loan balance is $452,639. The three states that
represent the largest portion of mortgage loans are California
(29.37%), Maryland (11.68%) and Virginia (10.28%).

The mortgage loans were originated or acquired in accordance
with the underwriting guidelines of National City Mortgage Co.
and HSBC Mortgage Corporation. Approximately 89.04% and 10.96%
of the mortgage loans were originated and will be serviced by
National City Mortgage Co., and HSBC Mortgage Corporation,
respectively.

Bank One, National Association will act as the Trustee. DMSI
deposited the loans in the trust, which issued the certificates,
representing partial ownership interest in the trust. For
federal income tax purposes, an election will be made to treat
the trust fund as a real estate mortgage investment conduit.


DUNDEE BANCORP: S&P Revises Outlook Over Planned IPC Acquisition
----------------------------------------------------------------   
Standard & Poor's Ratings Services revised its outlook to
negative from stable on Dundee Bancorp Inc., after Dundee
announced plans to acquire IPC Financial Network Inc., (unrated)
through its 81.7% owned subsidiary, Dundee Wealth Management
Inc.  The 'BB+' long-term counterparty credit and senior
unsecured debt ratings on Toronto, Ontario-based merchant
banking and financial services company, Dundee were affirmed.

The outlook revision reflects the increased amount of financial
leverage and additional integration risk associated with this
acquisition. IPS is a Toronto, Ontario-based independent wealth
management company with about C$6.5 billion in assets under
administration through 1,000 independent advisors and C$650
million in assets under management through the Counsel Group of
Funds, and is publicly traded. The deal is valued at around
C$150 million and will add about C$125 million in goodwill to
the companies' balance sheets.

"The ratings on Dundee reflect the quality of the company's
equity base, which until now has been made up entirely of common
equity, and the position of its wealth management franchise
within the Canadian market," said Standard & Poor's credit
analyst Donald Chu. Dundee is a merchant banking and financial
services company, and Dundee Wealth is engaged in the provision
of a broad range of financial products and services to
individuals, institutions, and corporations.

The integration risk associated with the purchase of IPC will be
amplified, as this will be the third acquisition to be completed
within nine months. Dundee's other recent acquisitions include
Canadian First Financial Group Inc., which was purchased in
August 2002 for C$13.4 million (200 advisors with C$2.0 billion
in AUA), and StrategicNova Inc., which was acquired in October
2002 in an all-common equity transaction (C$2.1 billion in AUM).
In addition, the participation of Dundee Wealth's 18.3% minority
shareholder, Caisse de depot et placement du Quebec is not
certain at this point. If CDP allows its equity position in
Dundee Wealth to be diluted, this would result in the further
financial leverage of Dundee's balance sheet.

Offsetting these challenges is the further broadening of Dundee
Wealth's distribution network, product offering, and expected
revenue and cost synergies that would be realized by the
companies' acquisition activities. As well, Dundee has had
success with the integration of past acquisitions. In addition,
Dundee Wealth upon completion of the IPC transaction becomes
one of the largest independent wealth management companies in
Canada, with about 1,500 financial advisors and more than C$23
billion in assets under administration and management.

The credit risk facing the company includes the market losses
and high industry and single-name concentrations in its
investment and merchant banking portfolio; small (2%) market
share held in the Canadian mutual fund sector; the higher
operating expense ratio due to the company's current size; and
declining cash flow as a result of the soft equity markets in
2001 and 2002 and the increasing level of competition in the
wealth management sector, which continues to place pressure on
asset growth and margins.


ELGAR HOLDINGS: S&P Ups Credit & Sr. Unsec. Note Ratings to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior unsecured note ratings on Elgar Holdings Inc., to
'CCC-' from 'CC'. At the same time Standard & Poor's withdrew
its existing 'CCC-' bank loan rating and assigned a 'CCC' bank
loan rating to the new senior secured credit facility. The
outlook is negative.

The rating action is based on Elgar's improved liquidity
position after obtaining a $25 million senior secured credit
facility. Still, credit measures remain marginal. Elgar Holdings
has total debt outstanding of $121 million.

Elgar Holdings' wholly owned subsidiary is San Diego,
California-based Elgar Electronics Corp., which designs and
manufactures power conditioning equipment used in test and
instrumentation.

The major portion of Elgar's business focuses on providing power
supplies for test equipment. Elgar's products serve the
semiconductor and automated test-equipment markets, which are in
the midst of a protracted industry downturn that is likely to
pressure sales and profitability over the near-to-intermediate
term.

"We believe that Elgar's ability to meet interest payments
beyond its February payment is uncertain," said Standard &
Poor's credit analyst Andrew Watt. "We believe that the eligible
receivables and inventory restrictions provide protection for
lenders so that there is a very strong likelihood of full
recovery of principal in event of default or bankruptcy. The
borrowing base of assets materially exceeds the credit
facility." Ratings are likely to be lowered if there is not
sustained improvement in liquidity."

Standard & Poor's believes that, in a default scenario, the
strength of the collateral package provides support for the
enhanced bank loan rating above the corporate credit rating.


EMEX CORP: Files for Chapter 7 Liquidation in Denver, Colorado
--------------------------------------------------------------
EMEX Corp., (OTC Bulletin Board: EMEX.OB) filed for liquidation
under Chapter 7 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Colorado, in Denver.

In the Company's 10QSB filed for the Quarter ending September
30, 2002, it notified the public that the Company did not
anticipate generating material revenues in 2002 and could only
meet its remaining 2002 funding requirements by borrowing
additional funds from its existing lender, Thorn Tree Resources
LLC, a major shareholder of the Company, or from other
independent sources. The Company indicated that it does not
generate significant revenue from operations and cannot continue
operations beyond December 31, 2002 without outside funding.

Thorn Tree has indicated that it will not make additional loans
to fund our operations beyond December 31, 2002. EMEX has hired
outside financial advisors to help the Company obtain funding
from independent sources, but the Company has been unsuccessful
to date. The Board of Directors believes that the Company's only
and best option is to liquidate the Company's assets and
distribute any realized proceeds to the creditors. EMEX does not
believe that its assets have sufficient value upon liquidation
to repay the creditors in full. It does not expect any
distribution to its shareholders.

Chapter 7 permits a company to liquidate its assets under
bankruptcy court supervision. Civil lawsuits pending against the
Company should be stayed.

The Company is still studying at this time which, if any,
subsidiaries may be included in the bankruptcy filing in the
future.


EMEX CORP: Voluntary Chapter 7 Case Summary
-------------------------------------------
Debtor: Emex Corp.
        12600 W. Colfax Avenue
        Suite C-500
        Denver, Colorado 80215
        aka Hawks Industries, Inc.
        aka Equistar Consolidated Holdings, LLC

Bankruptcy Case No.: 02-31235

Type of Business: Oil, gas and mineral exploration, energy
                  research and development.

Chapter 11 Petition Date: December 31, 2002

Court: District of Colorado (Denver)

Judge: Donald E. Cordova

Debtor's Counsel: Donald Salcito, Esq.
                  Perkins Coie LLP
                  1899 Wynkoop, Suite 700
                  Denver, Colorado 80202-1043
                  Tel: 303-291-2300
                  Fax: 303-291-2400

Total Assets: $27,169

Total Debts: $16,017,853


ENCHIRA BIOTECH.: Shareholders' Meeting Adjourned Until Jan. 14
---------------------------------------------------------------
Enchira Biotechnology Corporation's (OTC Bulletin Board: ENBC)
special meeting of stockholders scheduled for December 30, 2002,
has been adjourned to 11:00 a.m. on Tuesday, January 14, 2003,
at the offices of Andrews & Kurth L.L.P., 10001 Woodloch Forest
Drive, Suite 200, The Woodlands, Texas. The purpose of the
meeting is to consider and vote upon the plan of complete
liquidation and dissolution.

As previously reported in Troubled Company Reporter, Enchira's
board of directors was seeking shareholder approval to liquidate
and dissolve the company because of lack of revenue, the need
for additional capital and the loss of its rights to its "gene
shuffling" technology. If the plan would be approved, Enchira
Biotechnology will liquidate its remaining assets and use the
proceeds to pay or make arrangements for its remaining
liabilities and obligations, the filing said. However, if
shareholders won't approve the proposal, the board will be
compelled to seek bankruptcy protection.


ENCOMPASS SERVICES: Turns to Houlihan Lokey for Financial Advice
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates want to
employ Houlihan Lokey Howard & Zurin Capital as financial
advisors and investment bankers in connection with the sale of
their Cleaning Services Group in these Chapter 11 cases.

As a nationally recognized investment banking and financial
advisory firm, the Debtors believe that Houlihan Lokey is both
well qualified and uniquely able to provide services in their
Chapter 11 cases. Gray H. Muzzy, Encompass Senior Vice
President, Secretary and General Counsel, tells the Court that
Houlihan Lokey is one of the leading investment bankers and
advisors to debtors, bondholder groups, secured and unsecured
creditors, acquirors, and other parties-in-interest involved in
financially distressed companies, both in and outside of
bankruptcy. Moreover, Mr. Muzzy states that, before the Petition
Date, Houlihan Lokey has been working on behalf of the Debtors
in connection with the preparation and dissemination of a
prepackaged Chapter 11 restructuring plan and related disclosure
statement, and the commencement and prosecution of their Chapter
11 cases.

As financial advisors and investment bankers, Houlihan Lokey
will:

  (a) Evaluate the Debtors' strategic options based on Houlihan
      Lokey's initial review;

  (b) Advise the Debtors as to potential mergers or
      acquisitions and the sale or other disposition of
      Encompass' Cleaning Services Group, which consists of:

          (i) Business One Services Solutions, Inc.;

         (ii) Business One Commercial Services, Inc.; and

         (iii) their operations and businesses providing
               janitorial and cleaning services, excluding
               Encompass Industrial Services Southwest, Inc.

      This includes:

      -- developing a list of potential acquirers, investors,
         purchasers and strategic partners and interacting with
         the persons to create interest in the M&A Transaction;

      -- preparing one, or more as appropriate, offering
         memoranda, with substantial input from the Debtors, to
         provide to interested purchasers;

      -- developing a coordinated sales effort and assisting in
         the negotiation and structuring of the financial
         aspects of the proposed M&A Transaction;

      -- assisting the Debtors and their other advisors in
         coordinating the negotiating process; and

      -- otherwise reasonably assisting the Debtors in
         effectuating the M&A Transaction; and

  (c) Render other financial advisory and investment banking
      services as may be mutually agreed upon by Houlihan Lokey
      and the Debtors.

As compensation for its services, the Debtors will pay Houlihan
Lokey several fees:

  (a) a $75,000 retainer, which will be fully credited against
      the M&A Transaction Fee;

  (b) an M&A Transaction Fee immediately and directly out of the
      M&A Transaction proceeds as a cost of sale at the closing
      of the transaction.  The M&A Transaction Fee will consists
      of:

          (i) $1,000,000;

         (ii) 3.5% of the Aggregate Gross Consideration in
              excess of $35,000,000;

        (iii) 5% of the Aggregate Gross Consideration in excess
              of $50,000,000.

      If the M&A Transaction is consummated by December 31,
      2002, the M&A Transaction Fee will be increased by
      $250,000.

Furthermore, the Debtors will reimburse Houlihan Lokey for all
its out-of-pocket expenses reasonably incurred.

The Debtors also agree to indemnify and hold harmless Houlihan
Lokey and its affiliates, and their past, present and future
directors, officers, shareholders, employees, agents and
controlling persons within the meaning of either Section 15 of
the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended.

Rick Lacher, Managing Director of Houlihan Lokey, informs the
Court that the firm is a "disinterested person," as defined in
Section 101(14) of the Bankruptcy Code and as required under
Section 327(a) of the Bankruptcy Code.  Houlihan Lokey has no
connection with, and holds no interest adverse to, the Debtors,
their estates, their creditors, or any other party-in-interest
in the matters for which the firm is to be retained, except
that:

  (1) before the Petition Date, Houlihan Lokey:

      -- rendered restructuring, consulting and financial
         advisory services to the Debtors;

      -- provided two fairness opinions to the Debtors in
         regard to their sale of two companies; and

  (2) Houlihan Lokey may have provided consulting services, and
      may continue to provide consulting services, to certain of
      the Debtors' creditors or other parties in interest in
      matters unrelated to the Debtors' Chapter 11 cases.

Mr. Lacher further discloses that, before the Petition Date, the
Debtors paid Houlihan Lokey $600,000 in fees and $107,786 in
expenses for its prepetition services.  The Debtors also paid
$200,000 in fees and $15,000 in expenses for the Fairness
Opinion Services.  Houlihan Lokey is not a prepetition creditor
in these cases. (Encompass Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Closes Enron Center South Sale to Intell for $102MM
---------------------------------------------------------------
The Houston office of Holliday Fenoglio Fowler, L.P., the
nation's leading commercial mortgage banking firm, closed the
sale of Enron Center South on Monday, December 30, at the
bankruptcy court approved price of $102 million. Enron Center
South, the recently constructed downtown Houston office building
originally designed as Enron's future headquarters, garnered a
top bid in an auction held on September 30 and October 1, 2002.
The buyer is Intell Management and Investment Company, a
private, New York-based real estate firm.

Senior Managing Director Jim Savage and Senior Director Jeff
Hollinden in the firm's Houston office led the team that
marketed the property on behalf of Enron. Executive Managing
Director Mark Gibson in the firm's Dallas office also assisted
with the deal. Darren Inoff, of the Houston law firm of Andrews
& Kurth LLP, served as Enron's outside counsel on the
transaction.

Enron Center South consists of a 40-story office tower
containing approximately 1,156,636 rentable square feet, an
adjacent 1,100-car parking garage and an entire block of
downtown land encompassing 62,500 square feet. The building was
designed by world-renowned architect Cesar Pelli & Associates
and boasts one of the most technologically advanced trading
facilities in the world, including four 53,500 square foot
trading floors and two designated data center floors. Nearly
800,000 square feet of the high-rise office space is in
unfinished, or "slab" condition.

"We are very pleased that Enron and its advisors chose Holliday
Fenoglio Fowler to market the property and administer the
auction process," said Savage. "This was an exciting and complex
transaction and we are glad to be a part of the team that
delivered a successful conclusion for all parties involved."

"I think this represents a turning point in the downtown Houston
marketplace," added Hollinden. "The sale of Enron Center South
to a qualified, responsible buyer eliminates the blanket of
uncertainty that surrounded this asset for the past year or so."

With 19 offices nationwide, Holliday Fenoglio Fowler is one of
the country's largest commercial real estate capital
intermediaries. Since 1998, the firm has capitalized debt,
equity/structured finance and investment sales transactions of
nearly $58 billion.


ENRON CORP: Mahonia Bondholders Settle with Eleven Sureties
-----------------------------------------------------------
J.P. Morgan Chase & Co. settled with eleven insurers as a month-
long trial concluded and was ready to go to a jury sitting in
the U.S. District Court for the Southern District of New York.  
J.P. Morgan Chase, serving as the indenture trustee for the so-
called Mahonia Bondholders, battled with 11 insurers to compel
them to pay $1.1 billion.  The insurers balked at honoring their
obligations under a half-dozen surety bonds saying they were
defrauded.  

John M. Callagy, Esq., at Kelley Drye & Warren LLP told the jury
last week in closing arguments that the insurers must honor
surety bonds they refused to pay after Enron's collapse last
year.  Alan Levine, Esq., at Kronish Lieb Weiner & Hellman LLP,
argued that his clients, St. Paul Fire and Marine Insurance Co.
and Travelers Indemnity Company, and the other Insurers were
tricked into extending loans to Enron that were disguised
commodity trades with Mahonia Ltd. domiciled in the Channel
Islands.  The Insurance Companies charged that J.P. Morgan
engineered forward sale contracts that were nothing more than
disguised loans in order to induce the surety companies to issue
bonds to guaranty repayment.  Because surety companies are not
authorized to issue financial guaranty insurance for loans.under
New York state law, Mr. Levine explained, and the Sureties were
told the bonds were backing commodity trades, his clients
shouldn't have to pay a dime.  

                       60% Settlement

The settlement announced yesterday calls for the Sureties to pay
about 60% of the face amount of the surety bonds they wrote.
David Voreacos at Bloomberg News reports that the Insurers will
pay:

    $139,000,000 Travelers Property Casualty
     110,200,000 Chubb's Federal Insurance Co.
      93,700,000 Lumbermens Mutual Casualty Co.
      92,300,000 Fireman's Find
      80,400,000 St. Paul Fire & Marine Insurance Co.
      46,700,000 Continental Casualty and National Fire Ins.
      33,200,000 Safeco Corp.
      24,500,000 Hartford Financial Services Group
      13,400,000 Liberty Mutual

Under the settlement agreement, the insurance companies have the
option of satisfying up to $85 million of their settlement
obligations by assigning claims they have against Enron entities
relating to the bonds, with those claims being valued for this
purpose at 13% of their principal amount -- reflecting current
market values.

Commenting on the settlement, William McDavid, General Counsel
for J.P. Morgan, said, "We strongly believe our firm acted
appropriately in all of the transactions involving the insurance
companies. Nevertheless, given the uncertainty of jury verdicts
in complex matters, we believe it was prudent to accept this
settlement. We were also pleased that, prior to the settlement,
the judge dismissed a separate claim that JPMorgan Chase aided a
financial fraud on the insurance companies by Enron."

Chubb's President & CEO said his company decided to settle
rather than risk an adverse jury verdict and inevitable appeals.

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


ENRON CORP: EBF Unit Proposes Asset Sale Bidding Procedures
-----------------------------------------------------------
According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, EBF's sale of its Assets to Chongqing is
subject to higher or better offers.  To ensure maximum value is
obtained, EBF proposes to implement these Bidding Procedures:

A. Auction Date and Time

   The Auction will be held on January 7, 2003, commencing at
   10:00 a.m. New York time at the offices of Weil, Gotshal &
   Manges for consideration of qualifying bids that may be
   presented to EBF, or at other time and date as EBF may
   determine, on prior consultation with the Creditors'
   Committee;

B. Qualification as Bidder

   Any entity that wishes to make a competing bid for the Assets
   must provide EBF with sufficient and adequate information to
   demonstrate, to the satisfaction of EBF, upon consultation
   with the Creditors' Committee, that the competing bidder has
   the financial wherewithal and ability to consummate the sale
   including, without limitation, evidence of adequate
   financing, and including a financial guaranty or irrevocable
   letter of credit, if deemed appropriate, each in a form
   agreed on by EBF, in consultation with the Creditors'
   Committee;

C. Bid Requirements

   (a) EBF, upon consultation with the Creditors' Committee,
       will entertain Competing Bids that are on substantially
       the same terms and conditions as those terms set forth in
       the Purchase Agreement and its attachments;

   (b) Bids must be accompanied by a cash deposit at least equal
       to 5% of the Competing Bid -- Earnest Money Deposit;

   (c) Prior to the Bid Deadline, the Earnest Money Deposit will
       either be:

        -- wire transferred to JPMorgan Chase Bank, 500 Stanton
           Christian Road, Newark, Delaware.  The deposit is for
           credit to Weil, Gotshal & Manges Special Account No.
           0158-37-474; or

        -- sent in the form of a cashiers check to Weil, Gotshal
           & Manges LLP, Attn. Norm LaCroix, Director of
           Accounting;

   (d) Upon the closing of the sale of the Assets, the Earnest
       Money Deposit is to be applied toward the purchase price,
       in accordance with the terms of the Purchase and Sale
       Agreement, if EBF, in consultation with the Creditors'
       Committee, accepts the Competing Bid as the highest and
       best offer at the conclusion of the Auction and the sale
       of the Assets to this entity is approved by the Court;

   (e) If a bidder is not the winning bidder, the Deposit will
       be returned to those bidders as soon as reasonably
       practicable on the earlier of:

        -- the closing to the sale of the Assets to the winning
           bidder; or

        -- at a time as the bids are no longer binding pursuant
           to the Bidding Procedures as approved by the Court;

   (f) Competing Bids must be:

        -- in writing;

        -- signed by an authorized individual to bind the
           prospective purchaser; and

        -- received no later than 4:00 p.m. on January 3, 2003
           by (i) EBF, through Eric Connor sent at
           eric.connor@Enron.Com or at facsimile no. 713-646-
           3359 or by (ii) by Weil, Gotshal & Manges LLP through
           Martin A. Sosland, Esq. sent at     
           martin.Sosland@weil.com or at facsimile no. 214-746-
           7777, and (iii) Milbank, Tweed, Hadley & McCloy LLP
           through Luc A. Despins, Esq., sent at
           Ldespins@Milbank.com or facsimile no. 212-530-5219;

   (g) Any Competing Bid must be presented under a contract
       substantially similar to the Purchase Agreement, marked
       to show any modifications made to the Purchase Agreement,
       including the amount of consideration, name of purchaser,
       and other conforming changes that must be made to reflect
       the purchaser and its bid, and the must not be subject to
       due diligence review, board approval obtaining financing
       or the receipt of any non-governmental consents;

   (h) The initial overbid must be in an amount that is at least
       $200,000 greater than Chongqing's $5,750,000 Purchaser
       Price;

   (i) Parties not submitting competing Bids by the Bid Deadline
       may not be permitted to participate at the Auction; and

   (j) All bids for the purchase of the Assets will be subject
       to Bankruptcy Court approval.

D. Due Diligence and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Assets, documents
   relating to the Assets will be available for viewing at
   Enron, 1400 Smith Street, Houston, Texas.  Contact Eric
   Conner at 713-853-6161 to schedule an appointment to review
   the Due Diligence Material.  The documents will be available
   from December 9, 2002 to January 2, 2003.  If not previously
   executed, parties must sign the Confidentiality Agreement
   with EBF to access the Due Diligence Room.

   Up to the day before the bids are due, parties may submit
   questions related to the Due Diligence Material.  All
   questions must be sent in writing to Eric Connor at
   Eric.Connor@Enron.com.  Questions received by 3:00 p.m.
   Central Time will be compiled and answers will be provided by
   e-mail the next business day.

E. Auction

   EBF will, after the Bid Deadline and prior to the Auction,
   upon consultation with the Creditors' Committee:

   (a) evaluate all Competing Bids received;

   (b) invite certain parties to participate in the Auction; and

   (c) determine which Competing Bid reflects the highest or
       best bid for the Assets.

   EBF will inform each bidder of its determination during the
   Auction.

   EBF, upon consultation with the Creditors' Committee, may
   reject any Competing Bid not in conformity with the
   requirements of the Bankruptcy Code, the Bankruptcy Rules or
   the Local Rules of the Court, these Procedures or that
   is contrary to the best interest of EBF, its estate or
   creditors.

   The Auction may be adjourned as EBF, upon consultation with
   the Creditors' Committee, deems appropriate.  Reasonable
   notice of adjournment and the time and place for the
   resumption of the Auction will be given to Chongqing, the
   Committee and all parties submitting Competing Bids.

   Subsequent Bids at the Auction must be at least $50,000 more
   than the Initial Overbid and each subsequent bid.

   All bids and the Auction are subject to other terms and
   conditions as may be announced by EBF, in consultation with
   the Creditors' Committee.  These Bidding Procedures may be
   modified by EBF, in consultation with the Creditors'
   Committee, as may be determined to be in the best interest of
   its estate or its creditors, to allow, among other things,
   for bidders to bid for other assets of EBF in addition to the
   Assets.

F. Failure to Close

   In the event a competing bidder is the winning bidder and it
   fails to consummate the proposed transaction by the Closing
   date for any reason, EBF, will:

   (a) retain the bidders' Earnest Money Deposit and reserve the
       right to pursue all available remedies, whether legal or
       equitable, available at it; and

   (b) upon consultation with the Creditors' Committee, be free
       to consummate the proposed transaction with the next
       highest bidder at the final price bid by the bidder at
       the Auction without the need for an additional hearing or
       Court order.

G. Non-Conforming Bids

   Notwithstanding anything to the contrary, EBF, in
   consultation with the Creditors' Committee, will have the
   right to entertain non-conforming bids for the Assets,
   including without limitation, bids that offer to purchase
   other assets of EBF in addition to the Assets, at its
   discretion.

H. Modifications

   In its business judgment and sole and absolute discretion,
   EBF, upon consultation with the Creditors' Committee, may
   reject any bid at any time before entry of an order by the
   Bankruptcy Court approving the bid, including, but not
   limited to those that are:

   (a) not in conformity with the requirements of the Bankruptcy
       Code, the Bankruptcy Rules or the Local Rules of the
       Court;

   (b) contrary to the best interest of EBF, its estate,
       creditors, and parties-in-interest; or

   (c) otherwise inadequate or insufficient.

I. Bids are Irrevocable

   All bids are irrevocable until the earlier to occur of:

   (a) the closing of the sale of the Assets; or

   (b) 50 days after the Auction.

J. Non-Solicitation of Third Parties

   Chongqing, any bidder, or any of their directors, employees,
   accountants or other agents and representatives will not,
   directly or indirectly, solicit a competitive bid from a
   third party to purchase the Assets, in whole or in part, or
   engage in or continue any discussions or negotiations with
   any party that has made or who may make a competitive bid.

K. Expenses

   Any bidders, including Chongqing, presenting bids will bear
   their own expense in connection with the sale of the Assets,
   as the case may be, whether or not the sale is ultimately
   approved.

Moreover, Mr. Sosland continues, EBF will serve notice of this
motion, as adequate and sufficient notice of the motion and the
Auction, to:

    (a) Reed Smith LLC, 436 Sixth Avenue, Pittsburgh,
        Pennsylvania 15219, Attention: Ronald L. Francis, Esq.,
        Counsel for Chongqing;

    (b) Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan
        Plaza, New York, New York, Attention: Luc Despins, Esq.,
        Counsel to the Creditors' Committee;

    (c) the Office of the United States Trustee, Attention: Mary
        Tom, Esq.;

    (d) Davis, Polk & Wardwell, Attention: Donald Bernstein,
        Esq., Counsel to JPMorgan Chase;

    (e) Shearman & Sterling, counsel to Citibank, N.A.,
        Attention: Fred Sosnick, Esq., Counsel to Citibank,
        N.A.;

    (f) Kronish Lieb Weiner & Hellman LLP, Attention: James A.
        Beldner, Esq., Counsel for the Employment-Related Issues
        Committee;

    (g) Goldin Associates LLC, Attention: Harrison Goldin,
        Examiner for Enron North America;

    (h) counsel to any other committee appointed in the Debtors'
        Chapter 11 cases;

    (i) any person, or counsel if retained, appointed pursuant
        to Section 1104 of the Judiciary Code;

    (j) all entities who have filed notices of appearances
        requesting service of papers in this case in accordance
        with Bankruptcy Rule 2002;

    (k) all relevant taxing authorities;

    (l) any entity known to the Debtors to assert any Lien or
        other interest in any of the Assets;

    (m) any party who submitted a prior bid for the Assets; and

    (n) any party who has expressed in writing an interest in
        the Assets.

Accordingly, EBF sought and obtained Court approval of the
Bidding Procedures for the Assets.  Judge Gonzalez also approves
the payment of the $172,500 Break-Up Fee to Chongqing and the
form and manner of the notices for the Asset Sale.

Mr. Sosland explains that the Break-Up Fee will be paid in the
event the Assets are sold to a third party instead of to
Chongqing.  "The Break-Up Fee is beneficial to EBF's estate and
creditors in that it can provide the incentive required to
induce a potential bidder to submit or increase its bid prior to
the Auction," Mr. Sosland points out.  To the extent bids can be
improved prior to the Auction, a higher floor is established for
further bidding.  Thus, Mr. Sosland asserts, even if Chongqing
ultimately is not the successful bidder, EBF and its estate will
have benefited from the higher floor established by the improved
bid.  Furthermore, any Break-Up Fee would be paid only from the
proceeds actually received by the estate from the closing of an
alternative transaction identified at the Auction.

Mr. Sosland convinced the Court that the Break-Up Fee is fair
and reasonable because:

  (a) the amount is less than 3% of the contemplated sale price;

  (b) it does not hamper any other party from offering a higher
      or better bid; and

  (c) Chongqing and its professionals have undertaken extensive
      work in investigating, negotiating and drafting the
      necessary agreements. (Enron Bankruptcy News, Issue No.
      52; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FARMLAND IND.: Will Market & Sell Interests in Farmland MissChem
----------------------------------------------------------------
Mississippi Chemical Corporation (NYSE: GRO) entered into an
agreement with Farmland Industries, of Kansas City, Mo., to
jointly market and sell their respective interests in Farmland
MissChem Limited, of The Republic of Trinidad and Tobago.

Farmland MissChem Limited operates an 1850 metric-ton-per-day
ammonia production facility located in the Point Lisas
Industrial Estate in The Republic of Trinidad and Tobago.

Both companies indicate that it is in their best interest to
jointly sell the FMCL facility.

"By working together to market FMCL, the process should be more
efficient and result in a higher valuation because any potential
buyer would have control of the entire facility," said Charles
O. Dunn, president and chief executive officer of Mississippi
Chemical.

Bob Terry, president and chief executive officer for Farmland,
said, "Farmland looks forward to working with Mississippi
Chemical toward the sale of the ammonia plant in Trinidad. We
believe marketing full ownership of the plant will bring the
most value for Farmland stakeholders."

Mississippi Chemical Corporation, through its wholly owned
subsidiaries, produces and markets all three primary crop
nutrients. Nitrogen, phosphorus and potassium-based products are
produced at facilities in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago.

Farmland Industries, Inc., and its debtor-affiliates, filed for
Chapter 11 protection on May 31, 2002. Laurence M. Frazen, Esq.,
Cynthia Dillard Parres, Esq., and Robert M. Thompson, Esq., at
Bryan Cave LLP, represent the Debtors in their restructuring
efforts. When the debtors filed for protection from its
creditors, it listed total assets of $2.7 billion and total
liabilities of $1.9 billion.


FRISBY TECH.: Two Secured Creditors Demand Immediate Payment
------------------------------------------------------------
Frisby Technologies, Inc., (OTC Bulletin Board: FRIZ) received
letters, dated December 20, 2002, from each of DAMAD Holding AG
and Bluwat AG demanding the immediate payment of all outstanding
principal and accrued interest on the Company's credit facility
with such lender. The demands are based on the Company's failure
to cure the default of the tangible net worth covenant contained
in its loan documents with the two lenders by December 18, 2002,
the end of the prescribed thirty-day cure period. The applicable
covenant requires the Company to maintain a tangible net worth
of not less than $1,250,000 as of the end of each fiscal
quarter.

The Company entered into a $750,000 credit facility with DAMAD
and a $500,000 credit facility with Bluwat effective as of
January 10, 2002, and each facility is secured by substantially
all of the Company's assets. The Company disclosed in its
Quarterly Report on Form 10-QSB for the quarter ended September
30, 2002 that it was not in compliance with certain covenants
required by the facilities and announced on November 21, 2002
that it had received notices from DAMAD and Bluwat of default of
the tangible net worth covenant and that it did not expect that
it would be able to cure the default within the cure period.

In addition to the demand for payment, each lender's December 20
letter asserts that: (i) the interest on its facility, as of
December 20, 2002, is to be calculated at a per annum rate equal
to the prime rate plus 3.75% as provided in the applicable loan
document; (ii) it intends to enforce provisions of the
applicable loan documents requiring the Company to pay expenses
of collection, including reasonable attorneys' fees; and (iii)
in the event all amounts due are not paid in full within ten
days of receipt of the letter, it intends to exercise any and
all of its legal rights, which could include taking possession
and control of the assets of the Company which serve as
collateral for the obligations due.

As of December 30, 2002, the aggregate principal balance
outstanding on the two facilities is $1,250,000. The Company
does not currently anticipate that it will be able to comply
with the payment demands of DAMAD and Bluwat and intends to
continue to pursue a satisfactory resolution with them. If the
Company is unsuccessful, it will likely seek protection under
federal bankruptcy laws, which would have a material adverse
effect on its business, financial condition and prospects.

Frisby Technologies Inc. is a global leader in the development
of temperature balancing materials for the apparel, footwear,
sporting goods, and home furnishings industries. For more
information, visit http://www.comfortemp.com


GENTEK INC: Wants Lease Decision Period Extended to June 9, 2003
----------------------------------------------------------------
Presently, GenTek Inc., and its debtor-affiliates are lessees
under 33 unexpired leases of non-residential real property.  
Most of the leases are leases used by the Debtors to operate
corporate and sales offices, industrial and manufacturing
facilities and warehouse space. These facilities have been
critical components of the Debtors' ongoing worldwide business
operations and are thus key assets of the estates.

Since the onset of these Chapter 11 cases less than two months
ago, Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, reports that the Debtors have been focused almost
exclusively on stabilizing their business.  This early, the
Debtors have not determined which of their leased premises will
be necessary to implement a reorganization plan or which
unexpired leases should be assumed or rejected to maximize the
value of their estates.  The Debtors do not want to commit the
mistake of assuming leases that eventually are not beneficial to
the estate or rejecting those that are otherwise necessary to
their reorganization.

In view of that, the Debtors ask the Court to extend their time
to assume or reject unexpired leases of non-residential property
for 180 days through and including June 9, 2003, pursuant to
Section 365(d)(4) of the Bankruptcy Code.

"Although the Debtors expect that they may seek the Court's
permission to reject other unexpired leases, the Debtors believe
that many, if not most, of the remaining unexpired leases will
prove to be desirable or necessary to the continued operation of
their business and therefore will enhance the value of their
business.  The Debtors likely will seek to assume these
unexpired leases," according to Mr. Chehi.  "Still other
unexpired leases, while perhaps not necessary for the Debtors'
ongoing operations, may prove to be 'below market' leases that
may yield value to the Debtors' estates through assumption and
assignment to third parties."

Section 365(d)(4) requires the Debtors to assume or reject an
unexpired lease within 60 days after the Petition Date, or
within an additional time as the Court may fix, for cause.

Mr. Chehi points out that the Debtors' cases are large and
complex.  GenTek is the ultimate parent of a group of 76
companies located throughout North and South America, Europe and
Asia engaged in multiple, disparate lines of business.  GenTek
and 30 of its domestic subsidiaries and Noma Company, a Canadian
subsidiary, are the Debtors in these cases.  Headquartered in
Hampton, New Hampshire, with primary operational headquarters in
Parsippany, New Jersey, GenTek operates globally with over 80
facilities located primarily in the United States, Australia,
Europe, South America, Asia and Africa.  In the U.S. alone,
GenTek's principal facilities are located in seventeen states.

Without doubt, the Unexpired Leases are integral components of
the Debtors' business operations.  If the Debtors were forced to
decide prematurely to assume or reject the Unexpired Leases, the
impact on their worldwide business would be significant.
Rejection of the Unexpired Leases at this stage would disrupt
production, sales and other revenue-generating activities and
would impair the Debtors' ability to administer and reorganize
the business.  The Debtors believe that the disruption is likely
to cause material, irreparable harm to their estates.

Furthermore, the requested extension will not prejudice the
Lessors because the Debtors propose that each affected lessor be
permitted to seek to shorten the Extension Period for cause with
respect to a particular Unexpired Lease.  This ability to seek
relief from the Extension Period ensures that no lessor will be
prejudiced by the requested extension of time.  Mr. Chehi
reports that the Debtors are current with respect to their
postpetition unexpired Lease obligations and the Debtors intend
to continue paying the obligations through the effective dates
of rejection of all rejected leases.

"The prejudice to the Debtors and their estates if the requested
extension is denied cannot be overstated.  Absent the extension,
the Debtors may assume the Unexpired Leases prematurely, thereby
elevating substantial long-term liabilities to administrative
claim status; alternatively, the Debtors may reject the
Unexpired Leases prematurely, which likely will impair the value
of the Debtors' estates materially and may limit dramatically
the range of strategic options available to the Debtors as they
reorganize the business," Mr. Chehi says.

According to Mr. Chehi, the Debtors hope to make considerable
progress during the Extension Period in finalizing their
reorganization strategy, solidifying their future business plan,
and analyzing the Unexpired Leases.  Given the importance of the
Unexpired leases to the Debtors' business operations and
reorganization efforts, however, the Debtors reserve the right
to seek further extensions, if circumstances warrant.

Judge Walrath will convene a hearing to consider the Debtors'
request on January 21, 2003.  Pursuant to Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedures of the
Delaware Bankruptcy Court, the lease decision deadline is
automatically extended until the conclusion of that hearing.
(GenTek Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Wins Nod to Continue Using Cash Management System
--------------------------------------------------------------
According to Cheri L. Hoff, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in New York, Genuity Inc., and its debtor-affiliates
maintain a highly automated and integrated centralized cash
management system to collect, transfer and disburse funds
generated by their operations and to accurately record all
transactions as they are made.  The Debtors' Cash Management
System has been constructed to provide separate systems for each
of the Debtors' two principal operating groups -- Genuity
Telecom and Genuity Solutions.  As a result, the Cash Management
System allows the revenues and expenses of Genuity Telecom, on
the one hand, and Genuity Solutions, on the other, to be
collected, paid and accounted for, separately.  The Debtors'
cash management procedures are ordinary, usual and essential
business practices, and are similar to those used by other major
corporate enterprises.

Accordingly, to avoid disruption of their operations and ensure
an orderly transition into Chapter 11, the Debtors sought and
obtained the Court's authority to continue using their existing
Cash Management System.

Ms. Hoff explains that the Cash Management System includes
centralized cash forecasting and reporting, collection and
disbursement of funds, and the administration of bank accounts
required to effect the collection, disbursement and movement of
cash.

The Cash Management System performs three essential functions:

  -- the collection and administration of the Debtors' revenues
     and deposits;

  -- the payment of operating and other disbursements; and

  -- the investment of the Debtors' cash pursuant to established
     investment policies.

The principal components of the cash management system are:

  A. Primary Depository Accounts: The Debtors' accounts
     receivable are collected from customers daily through
     depository lockbox accounts.  As part of the Debtors' Cash
     Management System, the Primary Deposit Accounts are
     maintained as "zero-balance" accounts, meaning that on a
     daily basis, amounts remaining on deposit in the Primary
     Deposit Accounts at the close of business are moved to a
     master account.  On a daily basis, the Debtors then move
     these funds into concentration accounts;

  B. Payroll Disbursement Accounts: Pursuant to the Cash
     Management System, the payment of the Debtors' operating
     expenses occurs separately from the payment of the Debtors'
     payroll expenses.  The Debtors have different payroll
     cycles.  Shortly before the distribution of payroll, the
     payroll vendor, which maintains an account in its name to
     fund the Debtors' payroll obligations, advises the Debtors
     of the amounts needed to fund the payroll, and the Debtors
     authorize the transfer of funds from a concentration
     account to the payroll vendor.  The payroll vendor then
     issues checks and makes direct deposits to the Debtors'
     employees on the Debtors' behalf;

  C. Non-Payroll Disbursement Accounts: The Debtors maintain
     zero-balance non-payroll disbursement accounts for the
     periodic payment of operating expenses.  The Disbursement
     Accounts have a "zero balance" account relationship with a
     disbursement master funding account where the Debtors
     advance funds daily.  Because the Disbursement Accounts are
     zero-balance accounts, excess funds remaining at the close
     of a business day are moved back into the Disbursement
     Master Funding Account.  The Debtors believe that the cash
     on deposit in the Disbursement Accounts is covered by FDIC
     Insurance.

  D. Employee Benefit Disbursement Accounts: The Debtors
     maintain two types of employee benefit disbursement
     accounts:

     -- benefit funding accounts, and

     -- flexible reimbursement accounts.

     The Benefit Funding Account is funded on a monthly basis
     with sufficient funds to pay amounts due to the Debtors'
     insurance providers and third party administrators.  The
     third party benefit administrator transfers funds from the
     Benefit Funding Account to two accounts at JP Morgan Chase.
     Third party administrators draw down the funds to pay
     insurance providers and covered medical and dental
     expenses.  The employees enrolled via payroll deduction
     fund the Flexible Reimbursement Account.  The third party
     administrator draws down on these funds solely to pay
     employee claims for out-of-pocket medical and dental
     expenses and dependent care expenses;

  E. Foreign Currency Accounts:  The Debtors maintain additional
     accounts for payments to vendors that require payment in
     foreign currency.  The Debtors occasionally receive foreign
     currency payments into these accounts; and

  F. Concentration and Disbursement Master Funding Accounts:
     The Debtors' Cash Management System also utilizes a series
     of cash concentration accounts.  Daily disbursements from
     the Disbursement Accounts are funded by daily transfers
     from the concentration accounts into the Disbursement
     Master Funding Account.  These concentration accounts are
     also used to pay certain expenses, including interest
     expense.  On a daily basis, excess funds in the Debtors'
     Primary Deposit Accounts are drawn into the concentration
     accounts.

At the end of the daily cash management process, Ms. Hoff
relates that the Debtors invest any funds in the concentration
accounts in money market funds, high-grade commercial paper or
similar short-term investments.  To the extent the Debtors'
business operations require funds, these funds are obtained
through the redemption of money market funds, high-grade
commercial paper or similar short-term investments and the funds
are transferred to the concentration accounts.

The Cash Management System provides numerous benefits to the
Debtors, including the ability to:

  -- tightly control corporate funds;

  -- invest idle cash;

  -- ensure cash availability; and

  -- reduce administrative expense by facilitating the movement
     of funds and the development of timely and accurate account
     balance and presentment information.

"It would be unduly difficult and expensive for the Debtors to
establish a new system of accounts and a new cash management and
disbursement system for each subsidiary," Ms. Hoff insists.
"Under the circumstances, maintenance of the existing Cash
Management System without disruption is not only essential to
the Debtors' ongoing operations, but is also in the best
interests of the Debtors' estates and creditors."

If the Debtors are compelled to modify their current Cash
Management System, Ms. Hoff is concerned that the Debtors'
operations could be severely impaired.  (Genuity Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GLOBAL CROSSING: Gary Winnick Resigns as Board Chairman
-------------------------------------------------------
Gary Winnick, Founder and Chairman of Global Crossing, released
the following letter that has been sent to the Board of
Directors:

     "Dear Members of the Global Crossing Board of Directors:

     "Much has happened during this past very challenging year.
New Board members and new advisors, including the Blackstone
Group and Weil, Gotshal, have joined the Global Crossing team to
effect the plan of reorganization that has been confirmed by the
bankruptcy court. I deeply appreciate the confidence the Board
placed in me to lead this effort.

     "Last week I fulfilled the pledge that I made in October by
establishing an irrevocable $25 million escrow account at Union
Bank of California for the benefit of Global Crossing employees
who invested their 401(k) plan in company stock.

     "Having accomplished these goals, I have decided to step
down from the Board of Directors effective December 31, 2002.

     "As I reflect on my leadership of Global Crossing, I am
proud to have served with my fellow Board members and with the
extraordinary men and women who worked tirelessly to turn our
company's vision into reality.

     "We shared a vision of revolutionizing global
telecommunications. The collapse of the telecommunications
industry, however, has taken a terrible toll on employees and
investors alike, with an unprecedented loss of billions in
investments and tens of thousands of jobs. I deeply regret that
so many good people involved with Global Crossing also suffered
significant financial loss.

     "Because of the decision to declare bankruptcy when we did,
however, that vision of a truly complete and global
communications network will be preserved, and I am confident
that John Legere, who we appointed in 2001 to be Chief Executive
Officer, will lead this company through the next chapter in its
history.

     "I once again thank the members of the Board of Directors
for their continuing dedication and commitment to Global
Crossing, especially during this extremely challenging time, and
for the extraordinary opportunity of working together to create
a company whose future holds unlimited potential."

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GLOBAL CROSSING: Board Names Lambert and Ullman as Co-Chairmen
--------------------------------------------------------------
The Board of Directors of Global Crossing has accepted the
resignation of Gary Winnick as Chairman of the Board and a
member of the Board of Directors, effective December 31, 2002.

In a statement, the directors said, "We wish to acknowledge Gary
Winnick's role as founder of a company that today provides
advanced telecommunications services to thousands of customers
worldwide. The company's Plan of Reorganization having now been
approved, we respect his desire to make this decision."

Independent directors Jeremiah D. Lambert and Myron E. Ullman,
III were elected as Co-Chairmen of the Board of Directors, also
effective December 31, 2002.

Other continuing members of the Board include: Alice T. Kane,
Global Crossing Chief Executive John Legere, and Lodwrick Cook,
who will step down as Co-Chairman of the Board.

Messrs. Lambert and Ullman have served since April 2002 as
independent directors of Global Crossing and as members of the
Audit Committee, Compensation Committee and Special Committee on
Accounting Matters.

Mr. Lambert is a nationally known lawyer whose practice has
focused on corporate clients in regulated industries, including
those in the electricity, natural gas and telecom sectors. He
previously served as a senior partner in Shook, Hardy & Bacon
L.L.P., and was the co-founder and chair of Peabody, Lambert and
Meyers. Mr. Lambert, who began his legal practice at Cravath,
Swaine & Moore, is a frequent lecturer and widely published
author.

Mr. Ullman, who has retired from full-time corporate activity,
has extensive experience, both domestically and internationally,
in corporations, government and academia. Over the past 15
years, he has led major businesses in Asia (Wharf Holdings
Ltd.), the United States (R.H. Macy & Co., Inc. and DFS Group
Ltd.) and, most recently, in Europe (LVMH Moet Hennessy Louis
Vuitton and De Beers LV). Mr. Ullman has also served on numerous
business, community and not-for-profit boards.


GLOBAL CROSSING: Court Okays Settlement with Fusion and Fusion
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court
approval of its Settlement Agreement with Swift and Fusion,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

The salient terms of the Settlement Agreement are:

-- On or before January 15, 2003, Swift will pay to the Debtors
   $950,000;

-- All the Debtors' obligations to Fusion and Swift under the
   Agreement, and all obligations of Swift and Fusion to the
   Debtors under the Agreement, will terminate and will be
   deemed to be fully and finally satisfied and of no further
   force and effect;

-- Certain obligations contained in the Agreement will remain in
   full force and effect.  Any transfer of intellectual property
   from the Debtors to Swift that has taken place prior to the
   Settlement Agreement, including transfer of rights to the
   Software, will be unaffected by the termination of the
   Agreement;

-- As soon as the Settlement is approved, the Debtors will no
   longer be a party to the Agreement;

-- The Debtors and Fusion agree that Swift's right to use the
   Software will remain valid and in force, and neither party
   will seek to further amend this consent in any way that will
   limit Swift's or Fusion's rights under Agreement;

-- Each of Fusion and Swift on the one hand, and the Debtors on
   the other hand, release and discharge the other from, and
   irrevocably and unconditionally waive, any and all claims,
   causes of actions, actions, suits, debts, dues, sums of
   money, accounting reckonings, bonds, bills, specialties,
   controversies, agreements, promises, various trespasses,
   damages, judgments, extent executions and demands whatsoever
   which the releasing party could have asserted against the
   released party arising under the Agreement, subject only to
   the rights expressly granted to the respective Parties under
   the Settlement Agreement; and

-- The Debtors affirm that all right, title and interest in the
   Hosting Assets at the Virginia Site passed to Swift effective
   July 18, 2002, free and clear of any liens.  The Hosting
   Assets constitute certain assets provided and installed by
   the Debtors at the Virginia Site for the Service pursuant to
   its obligations under the Agreement.

To recall, in November 2000, Global Crossing Ltd., and its
debtor-affiliates, entered into an agreement with Financial
Fusion Inc., to develop and license certain software.  The
Software was designed to support a comprehensive program to
facilitate the exchange of information, particularly buy and
sell orders relating to stock purchases and other securities,
between broker/traders and accountants at financial
institutions.  The Service would act as a critical link between
front office and back office transaction, payment and settlement
systems for financial institutions.

During the course of the Software's development, it became
apparent that both the Debtors and Fusion neither had the
resources nor the expertise to bring the Service to market.  As
a result, the Debtors and Fusion sought a business partner whose
professional relationships with financial institutions could be
leveraged to implement the Service.  They identified the Society
of Worldwide Interbank Financial Telecommunications SCRL --
SWIFT -- as an ideal business partner for bringing the Service
to the market.  Swift has strong relationships with many
financial institutions and is in the business of implementing
software and services to facilitate the management and operation
of financial institutions.

On November 28, 2001, the Debtors, Fusion and Swift entered into
a strategic cooperation agreement whereby the Service could be
implemented and brought to market.  The Agreement provided that
the Debtors' rights in the Software would be modified to grant
Swift rights to use the Software to develop and operate the
Service.  Additionally, under the Agreement, the Debtors were
required to:

-- provide Swift on-site resources to perform system and network
   administration for Swift's data center in Culpepper,
   Virginia;

-- transfer title to the Hosting Assets to Swift; and

-- reimburse Swift up to $100,000 for hosting the Service.

Under the Agreement, Swift and Fusion agreed to pay the Debtors
$2,000,000, payable on December 31, 2002, with an additional
$3,000,000 to be paid out as a percentage of future revenues
generated by the Service.

To date, the Debtors have incurred $790,000 in costs in its
efforts to develop the Service and fulfill its obligations under
the Agreement.  In order perform its outstanding obligations
under the Agreement, the Debtors anticipate that it would incur
at least an additional $800,000 in expenses through the end of
2002.

The Debtors does not believe that it is in its best interests to
continue to develop and operate the Service or to perform its
other obligations under the Agreement.  As a result of the
Debtors' Chapter 11 cases, the Debtors revised their business
plan to concentrate on providing core network services and
connectivity for customers between the top 200 cities in the
world.  Under their current business plan, the Debtors are
neither pursuing plans under which they would install, monitor
and maintain telecommunications equipment at individual customer
locations, nor are they involved in the development of software
for the financial industry or any other customer group.

As a result of this change in business strategy and the
concomitant downsizing in the Debtors' employee base, the
Debtors do not currently employ the personnel with the requisite
expertise or have the resources that are required to develop and
support the Service.  To complete the installation of the
Hosting Assets at the Virginia Site and implement and market the
Service, the Debtors would have to hire new employees with the
necessary skills.  Hiring these personnel and deploying
additional resources would place an unduly large burden -- in
terms of operating and capital expenditures -- on the Debtors in
light of their current business strategy.

Accordingly, the Parties have agreed to terminate the Debtors'
involvement in the Agreement and to relieve the Debtors of any
further obligations under the Agreement, as set forth in a
settlement agreement dated August 27, 2002. (Global Crossing
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GREAT LAKES AVIATION: Restructures Raytheon Aircraft Financing
--------------------------------------------------------------
Great Lakes Aviation, Ltd., (OTC Bulletin Board: GLUX)
successfully completed the restructuring of the aircraft
financing provided by Raytheon Aircraft Credit Corporation to
Great Lakes with respect to its fleet of Beech 1900D and 1900C
Aircraft. This restructuring, which Great Lakes and RACC began
discussing earlier this year, results in significant
improvements to Great Lakes' cost structure and balance sheet,
as well as a 36% equity holding by RACC. It also returns Great
Lakes to a current status with regard to all of its RACC debt
and lease obligations.

Effective with the completion of the financial restructuring,
Great Lakes has appointed Charles R. Howell IV as its Chief
Executive Officer. Douglas G. Voss, Great Lakes' former Chief
Executive Officer, will continue to serve in his capacity as
Chairman of Great Lakes' Board of Directors.

Mr. Howell was brought to the company in August of this year as
Chief Operating Officer in order to strengthen the management
team. Prior to joining Great Lakes he served most recently as
President and CEO of Corporate Airlines, a Nashville based
regional airline that he co-founded in 1996.

Mr. Howell, the company's new CEO, stated, "This restructuring
is a tremendous boost for Great Lakes and its long partnership
with Raytheon. We look forward to being better able to serve our
customers and to build a stronger company for our existing and
new shareholders. Our employees, our code-share partners, and
our other stakeholders will also benefit from this
accomplishment."

Great Lakes' Chairman of the Board Douglas G. Voss said, "I am
pleased with the results that Chuck's capable and experienced
airline management skills have had on our operation since
joining Great Lakes. The new ideas and skills Chuck brings,
combined with the company's improved financial position, will
greatly enhance Great Lakes' future performance."

As of November 1, 2002, scheduled passenger service was being
provided at 47 airports in fifteen states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners. A total of 212 weekday flights are scheduled at four
hubs, with 172 flights at Denver, 20 flights at Chicago --
O'Hare International Airport, 14 flights at Minneapolis/St.
Paul, and 6 flights at Phoenix. All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines.

Additional information is available on the company Web site at
http://www.greatlakesav.com  

Great Lakes' September 30, 2002 balance sheet shows a working
capital deficit of about $120 million, and a total shareholders'
equity deficit of about $24 million.


HEILIG-MEYERS: Fitch Hatchets Class A Certificates Rating to D
--------------------------------------------------------------
Fitch Ratings downgrades ratings on the class A asset backed
certificates issued by Heilig-Meyers Master Trust as follows:

-- Series 1998-1 6.125% class A asset-backed certificates to 'D'
   from 'CC';

-- Series 1998-2 floating-rate class A asset-backed certificates
   to 'D' from 'CC'.

The rating action reflects the ongoing principal write-downs to
series 1998-1 and 1998-2 that are not expected to be repaid and,
in the case of series 1998-1, interest shortfalls that are not
expected to be made whole. The 'D' ratings indicate that Fitch
expects potential recoveries on the remaining invested amount to
be below 50%.

Series 1998-1 and 1998-2 ratings were originally placed on
Rating Watch Negative on Aug. 18, 2000 following Heilig-Meyers
Co. filing for Chapter 11 bankruptcy protection. The senior and
subordinate class ratings were subsequently downgraded as
performance deteriorated throughout the amortization period. The
class B certificate ratings for both series were lowered to 'D'
on Sept. 28, 2001. The securities are backed by a pool of
finance contracts made through subsidiary MacSaver Finance for
purchases at Heilig-Meyers furniture stores.


HENRY CO.: S&P Affirms CCC+ Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on roof
coatings manufacturer Henry Co. to positive from stable,
reflecting improved cash flow, debt leverage, and liquidity
measures.

Standard & Poor's also affirmed its 'CCC+' corporate credit
rating on the Huntington Park, California-based company. At
September 30, 2002, the company had total debt of $94 million.

"Credit quality metrics should continue to benefit from an
agreement placing Henry brand roof and driveway coating products
in more than 600 additional Home Depot Inc. stores," said
Standard & Poor's credit analyst Wesley E. Chinn.

Internal funds generation at significantly higher levels enhance
prospects that working capital needs, capital expenditures, and
debt maturities will be manageable and not exert any meaningful
upward pressure on debt usage. Total debt to EBITDA has improved
to about 5.5x, and EBITDA interest coverage is 1.7x; current
ratios are fully satisfactory for the rating. However, the
modest-size financial base makes these credit ratios vulnerable
to wide fluctuations.  

Raw material cost increases (related to petroleum-based
products) is a continuing concern. Still, additional sales, as a
result of the Home Depot agreement, bolster operating income
prospects. Further improvement of fragile credit measures could
lead to an upgrade in the near term.


IGI INC: Board Approves Repurchase of Up to 1 Million Shares
------------------------------------------------------------
On December 20, 2002, the Board of Directors of IGI, Inc.,
authorized Management to buy-back up to 1 million shares of the
Company's common stock on the open market. The authorization is
effective immediately and open-ended subject to further action
of the Company's Board of Directors.

IGI's previously reported sale of substantial all the assets of
its companion pet products division to Vetoquinol USA, Inc., in
May 2002 has afforded the Company with the financial resources
to fund the stock buy-back program. All authorized stock buy-
backs shall be made by the Company's Management at such times,
in such amounts, and under such circumstances as deemed
appropriate and in full compliance with all applicable laws,
rules and regulations.

IGI makes health and beauty products for pets and people. Pet
Products are sold to the veterinarian market under the EVSCO
Pharmaceuticals trade name and to the over-the-counter market
under the Tomlyn and Luv'Em labels. Products include
pharmaceuticals, nutritional supplements, and grooming aids. The
company's consumer products consist of cosmetics and skin care
products; its microencapsulation technology is also used in
several Estee Lauder products, such as Re-Nutriv and Virtual
Skin. IGI sells its products globally, with the US and Canada
accounting for almost 90% of the company's total sales. Stephen
Morris, a hotel, restaurant, and science publishing
entrepreneur, owns almost a quarter of the company.

                         *    *    *

               Liquidity and Capital Resources

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

On May 31, 2002, the shareholders of the Company approved, and
the Company consummated, the sale of the assets and transfer of
the liabilities of the Companion Pet Products division, which
marketed companion pet care related products. The buyer assumed
liabilities of approximately $986,000, and paid the Company cash
in the amount of $16,700,000. The Company's results reflect
a $12,432,000 gain on the sale of the Companion Pet Products
division for the nine months ended September 30, 2002.  The gain
is net of direct costs incurred by the Company in connection
with the sale and the reduction in the purchase price resulting
from post-closing adjustments. The Companion Pet Products
division incurred a loss of $401,000 for the nine months ended
September 30, 2002.  Also, upon the sale, the Company paid all
of its debt and interest owed to Fleet and ACS.  As a result,
the Company incurred a $2,654,000 extraordinary loss from early
extinguishment of debt in connection with the prepayment fees
paid to Fleet and ACS and the write-off of the ACS debt
discount.

The Company's operating activities used $1,436,000 of cash
during the nine months ended September 30, 2002 compared to
$369,000 for the comparable period in 2001.  The majority of
cash used was from the sale of the Companion Pet Products
division, which was utilized to pay down accounts payable and
accrued expenses.

The Company generated $16,941,000 of cash in the nine months
ended September 30, 2002 from investing activities compared to
$288,000 for the comparable period in 2001.  The increase in the
source of cash was primarily due to the proceeds from the sale
of the Companion Pet Products division.

The Company's financing activities used $12,935,000 of cash in
the nine months ended September 30, 2002 compared to $50,000
provided by financing activities in the comparable period of
2001.  The difference is a result of the payoff of the Fleet and
ACS debt using the proceeds from the sale of the Companion Pet
Products division and the purchase of the ACS stock which is
reflected as treasury shares.

The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash from operations or other
sources in order to meet its obligations as they become due. If
the Company's operating results deteriorate or product sales do
not improve, then it could lead to curtailment of certain of its
business operations or the commencement of bankruptcy or
insolvency proceedings by the Company or its creditors.  There
can be no assurance, however, that management's plan will be
successful.


IGI INC: Board Appoints Frank Gerardi as New Director
-----------------------------------------------------
On December 20, 2002, the Board of Directors of IGI, Inc.,
unanimously elected private investor Frank Gerardi to serve
effective immediately as a Director of the Company until the
next Annual Meeting of the Stockholders of IGI, Inc.  
Mr. Gerardi is currently the beneficial owner of 8.73% or
1,033,700 shares of the Company's common stock. Mr. Gerardi is
57 years old and principally engaged in the business of
management consulting.

Mr. Gerardi is currently the President of Univest Management
Inc., a management consulting company located at 149 West
Village Way, Jupiter, Florida.


INSILCO TECH: Bringing-In PricewaterhouseCoopers as Accountants
---------------------------------------------------------------
Insilco Technologies, Inc., asks for approval from the U.S.
Bankruptcy Court for the District of Delaware to employ
PricewaterhouseCoopers LLP as its Accountants to provide
accounting, auditing and tax advisory services.  
PricewaterhouseCoopers, the Company says, has developed a great
deal of institutional knowledge regarding the Debtors'
operations, finances and systems.

PricewaterhouseCoopers will provide:

(A) Accounting and Auditing Services

    -- Audits of the financial statements of the Debtors as may
       be required from time to time, and advice and assistance
       in the preparation and filing of financial statements and
       disclosure documents required by the Securities and
       Exchange Commission including Forms 10-K as required by
       applicable law or as requested by the Debtors;

    -- Review of the unaudited quarterly financial statements of
       the Debtors as required by applicable law or as requested
       by the Debtors;

    -- Audits of any foreign subsidiaries as may be required by
       applicable statutory laws or as requested by the
       Debtors;

    -- Audits of any benefit plans as may be required by the
       Department of Labor or the Employee Retirement Income
       Security Act, as amended; and

    -- Performance of other related accounting services for the
       Debtors as may be necessary or desirable.

(B) Tax Services

    -- Review of and assistance in the preparation and filing of
       any tax returns;

    -- Advice and assistance regarding tax planning issues,
       including calculating net operating loss carry forwards
       and the tax consequences of any proposed plans of
       reorganization, and assistance in the preparation of any
       Internal Revenue Service ruling requests regarding the
       future tax consequences of alternative reorganization
       structures;

    -- Assistance regarding existing and future IRS
       examinations; and

    -- Any and all other tax assistance as may be requested from
       time to time.

PricewaterhouseCoopers discloses that it is not owed any amounts
with respect to its prepetition fees and expenses. In connection
with the annual audit services, the Debtors and
PricewaterhouseCoopers have agreed to a fixed fee of $220,000
for the audit of the Debtors' financial statements for the year
ended December 31, 2002, as well as the related quarterly
reviews.

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: Obtains Eighth Exclusive Period Extension
------------------------------------------------------------
After multiple adjournments of a hearing to consider whether the
Debtors should have more time to propose a plan of
reorganization, Judge Walrath issued a final order extending
Integrated Health Services, Inc., and its debtor-affiliates'
Exclusive Plan Filing Period to and including January 27, 2003
and extending their Exclusive Solicitation Period to and
including March 25, 2003.  Integrated has filed a plan based on
two options: consummation of an asset sale to Trans Healthcare
Inc., for $200,000,000 (subject to higher and better offers) or
a stand-alone plan in the event that transaction falls apart.  
(Integrated Health Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


JAMES BARCLAY ALAN: Settles Outstanding Debts with Two Creditors
----------------------------------------------------------------
James Barclay Alan (OTCBB: JBAI) settled outstanding debts with
Destiny Records and Netmynd Media, both of Los Angeles
California. Under the terms of the Debt Settlement Agreement,
approximately $180,000 in debt will be settled for cash over a
period of months.

The company's debt settlement consultant, Lonnie Hayward, has
made significant progress and will present a program to the new
board of the company in mid January dealing with the remaining,
minor debt issues.

President and CEO Kent Jacobson states: "This is a significant
achievement that will greatly strengthen the Company's position
as we seek new business opportunities for the benefit of our
shareholders."

At March 31, 2002, the Company's balance sheet shows that total
liabilities exceeded total assets by about $424,000.


KAISER ALUMINUM: Smelter in Ghana to Curtail Additional Capacity
----------------------------------------------------------------
Kaiser Aluminum said its 90%-owned Volta Aluminium Company
Limited smelter in Ghana has been notified by the Volta River
Authority of a reduced power allocation for 2003.

Effective Jan. 1, 2003, the reduced power allocation would
support operation of approximately one-and-one-half potlines at
Valco, as compared to Valco's current power allocation that
supports the operation of three potlines. As a result, Valco has
begun the process of reducing its line level.

Valco has objected to this 2003 allocation and to a previous
2002 power curtailment and intends to seek declaratory relief
and the recovery of monetary damages in respect of the
curtailments.

Valco is scheduled to begin mediation with the VRA and the
Government of Ghana on Jan. 6, 2003. In addition, Valco and
Kaiser have filed for arbitration with the International Chamber
of Commerce in Paris against both the VRA and the Government of
Ghana.

Valco has five potlines each having an annual production
capacity of approximately 40,000 metric tonnes. Valco operated
approximately four potlines in 2000 and 2001. In March 2002, the
facility reduced the number of operating potlines from four to
three because the VRA reduced the power allocation to the
facility.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of alumina,
primary aluminum and fabricated aluminum products. The Company
filed for chapter 11 reorganization on February 12, 2002, in the
U.S. Bankruptcy Court for the District of Delaware.

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


KENTUCKY ELECTRIC: Will Make Late SEC Form 10-K Filing
------------------------------------------------------
Kentucky Electric Steel, Inc., is unable to file its Form 10-K
financial statements with the SEC for its fiscal year ended
September 28, 2002, within the required period without
unreasonable effort and expense because it is negotiating a
restructuring of its indebtedness under its revolving credit
facility and under its senior notes; if accomplished, such
restructuring is anticipated will have a significant impact on
certain classifications and disclosures required in the
Company's financials and other portions of its Form 10-K.  The
Company's Form 10-K will be filed by the 15th calendar day
following its prescribed due date.

                      *      *      *

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 Okays Modified Samuel Aaron Consignment Pact
--------------------------------------------------------------
The Official Financial Institutions' Committee does not consent
to Kmart Corporation's proposed Amended and Restated Consignment
Agreement with Samuel Aaron International Inc.  To allay the
Committee's qualms, the Debtors and Samuel Aaron initiated talks
with the Committee, which culminated in an Agreed Order.

As approved by Judge Sonderby, the parties 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 Samuel Aaron
      in these cases; or

   -- the Consignment Agreement,

   Samuel Aaron will waive, and the Debtors and their estates
   are released from:

    (i) any and all of Samuel Aaron's right, title or interest
        in, under or claim to a $1,736,889 (or 60%) portion of
        the $2,898,000 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 Samuel Aaron based
        on or related to the Waived Prepetition Consignment
        Claim.

   In addition, any and all claims asserted by or on behalf of
   Samuel Aaron based on or relating to the Waived Prepetition
   Consignment Claim in these cases is disallowed;

C. The remaining $1,161,111 non-waived portion of the
   Prepetition Consignment Claim will be allowed as a
   Prepetition Consignment Claim for Samuel Aaron;

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 Samuel Aaron Agreement is terminated;
   Nevertheless, the Allowed Prepetition Consignment Claim will
   not be paid before October 1, 2007 if Samuel Aaron 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 Samuel Aaron that they will no
       longer purchase from it or their aggregate purchases
       under the Agreement in any calendar year are less than
       $3,622,500 -- Samuel Aaron 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 Samuel Aaron 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 Samuel Aaron 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 9.0% 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.


MAGELLAN HEALTH: Obtains Extensions of Waivers From Bank Lenders
----------------------------------------------------------------
Magellan Health Services, Inc., (OCBB:MGLH) entered into an
amendment to its Credit Agreement that provides for, among other
things, extensions of waivers of any default of its financial
covenants through January 15, 2003.

The amendment is consistent with the Company's previously stated
intention, which it reiterated, to seek appropriate waivers
under its Credit Agreement as it proceeds with its efforts to
reduce its debt and improve its capital structure.

Mark S. Demilio, Magellan's chief financial officer, stated, "We
are pleased that the progress of our efforts has been such that
we have secured an extension to our interim waiver from our bank
lenders. We will continue to work expeditiously toward reducing
our debt, and we believe that, with continued progress, we can
obtain further waivers, as appropriate."

Headquartered in Columbia, Md., Magellan Health Services, Inc.
(OCBB:MGLH), is the country's leading behavioral managed care
organization, with approximately 68 million covered lives. Its
customers include health plans, government agencies, unions, and
corporations.

Magellan Health's 9.00% bonds due 2008 are currently trading at
about 25 cents-on-the-dollar.


MID-POWER SERVICE: Seeking Expedited Relief against Edward Davis
----------------------------------------------------------------
Mid-Power Service Corporation (OTCBB:MPSC) filed pleadings in
its pending Nevada state court lawsuit against Edward Mike Davis
seeking a temporary restraining order and a preliminary
injunction to prevent Davis from filing a Confession of Judgment
for $10.2 million against Mid-Power.

Mid-Power also seeks to prevent Davis from transferring
properties subject to their Colorado and Wyoming exploration
ventures and to prevent him from transferring the approximately
17.1 million shares of common stock in Mid-Power he holds.
Mid-Power's motion has been scheduled for hearing at 9:00
o'clock a.m. today, January 3, 2003.

As consideration for the acquisition in June 2002 of Red Star,
Inc., which owned approximately 17,200 gross acres in the Clear
Creek Unit in Carbon and Emery Counties, Utah, Mid-Power paid
$5.5 million in cash, delivered a $10.0 million promissory note,
and issued approximately 17.1 million shares of common stock.
Pursuant to the note, Mid-Power signed and delivered a
Confession of Judgment under which Davis could, without notice
to Mid-Power, obtain a judgment for $10.2 million and execute on
Mid-Power's assets if a default occurred on the note. Mid-Power
did not deposit into escrow $10.0 million on December 10, 2002,
for payment to Davis on January 3, 2003, as required by the
note.

On December 18, 2002, Mid-Power filed an action, Mid-Power
Service Corporation and Mid-Power Resource Corporation v. Edward
Mike Davis and Does I-X and Roes I-X, Case No. A460833, in Clark
County, Nevada District Court. The complaint includes causes of
action for fraud, breach of warranty and conversion associated
with the Clear Creek property that the Company acquired under
its merger agreement with Red Star, Inc., of which Mr. Davis was
the sole stockholder. The complaint also includes causes of
action for fraud, breach of fiduciary duties, breach of
contract, and breach of the implied covenant of good faith and
fair dealing in connection with the Colorado and Wyoming venture
agreements, and a claim under Nevada's civil RICO statute
related to both the merger agreement through which the Company
acquired the Clear Creek property and the Colorado and Wyoming
venture agreements. The complaint seeks monetary damages,
punitive damages, rescission of the merger agreement with Red
Star, Inc., and declaratory relief regarding the Company's
rights under the Colorado and Wyoming venture agreements. If the
court were to rescind the Red Star merger, Davis would be
required to return the $5.5 million cash paid, the $10.0 million
promissory note, and the approximately 17.1 million shares of
common stock, and Mid-Power would be required to reconvey to
Davis the Clear Creek property.

Mid-Power filed the motion for temporary restraining order and
preliminary injunction in an effort to preclude Davis from
filing the Confession of Judgment and executing on Mid-Power's
assets, so that Mid-Power's liability under the note could be
determined at a trial on Mid-Power's substantive allegations in
its lawsuit against Davis.

In seeking this expedited, equitable relief, Mid-Power asserts
that Davis made a number of representations respecting the value
and potential of the Clear Creek Unit, the production capability
of the Oman 2-20 well then underway, the absence of
environmental or other liabilities, and the legal validity of
leases on the Clear Creek property and other matters. Mid-Power
asserts that various of Davis's representations were false,
including the facts that the validity of the leases for the
properties comprising the Clear Creek Unit may be challengeable
due to a claimed lack of production in paying quantities, the
Oman 2-20 well is incapable of economic production due to a high
level of impurities, and the existence of environmental problems
respecting two well sites in the Clear Creek Unit that required
the Company to incur approximately $230,000 for remediation and
bonding.

Mid-Power is also seeking to prevent Davis from transferring any
interest in any properties that are part of the Colorado and
Wyoming oil and gas exploration ventures.

In approving the filing of the motion for a temporary
restraining order and preliminary injunction, on December 30,
2002, Mid-Power's board of directors also authorized Mid-Power's
officers to seek protection from its creditors under Chapter 11
of the Bankruptcy Act if the temporary restraining order and
preliminary injunction are not granted. As of September 30,
2002, Mid-Power's principal unsecured creditors consisted of
Davis, to whom it owed approximately $10.2 million, and SCRS
Investors LLC, to which it owed approximately $4.4 million. SCRS
Investors is approximately 86% owned by Mid-Power's president,
James W. Scott. In addition to its obligations to creditors,
Mid-Power has only nominal revenues from operations and
substantial ongoing operating expenses. Mid-Power would likely
be required to obtain additional financing in order to implement
a Chapter 11 plan of reorganization. It has no commitment or
arrangement from anyone for any additional financing that it may
require.

On December 30, 2002, Mid-Power was served with an amended
complaint in an action entitled, Edward Mike Davis v. Mid-Power
Resources Corporation, case no. 2002 CV 34, in the District
Court of Washington County, Colorado, seeking rescission of the
Colorado oil and gas exploration venture, damages equal to Mid-
Power's payments to date, attorney's fees and costs. Mid-Power
intends to contest the allegations vigorously.


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Five Note Classes
----------------------------------------------------------------
Morgan Stanley Capital I Inc., commercial mortgage-backed
securities pass-through certificates, series 1997-RR $53.4
million class B is upgraded to 'A' from 'BBB+' by Fitch Ratings.
In addition, Fitch affirms the following classes: $88.7 million
IO class at 'A', $35.3 million class C at 'BBB', $85.6 million
class D at 'BB', $30.2 million class E at 'BB-', $98.2 million
class F at 'B', $22.1 million class G-1 at 'B-' and $18.2
million class G-2 at 'B-'. Fitch does not rate classes H-1 and
H-2. The rating on class A is withdrawn following the pay off of
the class.

The rating actions follow Fitch's review of the transaction,
which closed in November 1997. The certificates are secured by
43 subordinate commercial mortgage pass-through certificates
from 23 separate commercial mortgage securitizations. The
underlying transactions were securitized from 1994 to 1997 by
various issuers and are secured by a variety of property types.
The aggregate pool certificate balance of the underlying
transactions as of the November 2002 distribution date was $9.1
billion, down 41% from origination at $15.4 billion. The RE-
REMIC's overall certificate balance has decreased by
approximately 20% to $401.3 million, from $503.7 million at
origination.

Fitch formally rates and monitors 18 of the underlying
transactions, or approximately 68% of the RE-REMIC by balance.
The deals not formally rated by Fitch are shadow rated and
monitored internally.

As of the November 2002 distribution date, total delinquencies
calculated as a percentage of the underlying transactions'
aggregate certificate balance were as follows: 0.8% --30 days
delinquent; 0.4% --60 days delinquent; and 1.5% --90 days
delinquent. Delinquency levels increased when compared to the
previous year at 0.4%, 0.2%, and 0.9%, respectively. The RE-
REMIC has experienced approximately $24.9 million in losses
(accounting for 24% of the decline in the outstanding RE-REMIC
certificate balance) mainly affecting the unrated class H-2
certificates. Factors responsible for the upgrade of class B
were the improvement in the transaction's subordination levels
and the improvement in the credit rating distribution of the
underlying certificates. Senior class subordination levels have
been improved through underlying certificate paydowns. Also, the
proportion of underlying certificates rated 'CCC' or lower has
declined to 25% of the transaction, from 35% at closing.

Fitch will continue to monitor the transaction, as surveillance
is on going.


MOSAIC POWER: Takes Restructuring Steps to Align Cost Structure
---------------------------------------------------------------
Mosaic Group Inc., (TSX:MGX) implemented a number of operational
restructuring measures designed to more closely align the cost
structure with the Company's level of business activity. The
measures reflect the commitments made by the Company on
December 17, 2002, when it initiated the Court-supervised
restructuring of its debt obligations and capital structure.

Mosaic's Marketing and Technology Solutions, and Performance
Solutions divisions have reduced staffing levels by
approximately 35 and 25 respectively to bring employee numbers
in line with the current level of business in these divisions.

Mosaic also announced the resignation of Ben Kaak, EVP and Chief
Financial Officer. Additionally, as part of Mosaic's operational
restructuring measures, the services of John Hoholik, President
Mosaic Marketing and Technology Solutions, will no longer be
required.

"As promised, Mosaic is moving quickly to bring its cost
structure in line with its current level of business activity,"
said Hap Stephen, Mosaic's Chief Restructuring Officer.
"[Tues]day's actions are not expected to have an impact on our
Brand Partners. These measures are designed to improve the
performance, profitability and efficiency of our businesses
while maintaining a consistent focus on the needs of our Brands.
As announced on December 17 as part of the overall restructuring
plan, we will undertake operational restructuring as well as
considering the possible sale of all or part of the Company's
businesses. In the meantime, Mosaic remains open for business
and is continuing to provide its Brand Partners with the best-
in-class solutions they have come to expect."

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


NAT'L CENTURY: JPMorgan Asks Court to Enforce Injunction & Stay
---------------------------------------------------------------
JPMorgan Chase Bank asks the U.S. Bankruptcy Court for the
Southern District of Ohio to:

  (a) enforce the Injunction Order and Automatic Stay on the
      Diverting Providers; and

  (b) immediately issue an order requiring the health care
      providers to appear and show cause why they should not be
      held in contempt for violating the Injunction and the
      Automatic Stay.

Prior to National Century Financial Enterprises, Inc.'s
bankruptcy filings, JPMorgan and two of the Debtors' Entities,
NPFS and NPF VI, entered into a Health Care Receivables
Securitization Program Notes Master Indenture on June 1, 1998.  
Pursuant to the Indenture, NPF VI issued notes in an aggregate
amount in excess of $920,000,000, which were sold to various
institutional investors.  JPMorgan is the indenture trustee
under the agreement and represents those institutional investors
in these proceedings.

Prior to the Petition Date, each Diverting Provider entered into
a Sale and Subservicing Agreement with the Debtors Entities
where the Debtors agree to purchase various receivables
generated by a Diverting Provider from Insurance Payors on a
regular and ongoing basis.  All payments were deposited into
designated lockbox accounts, as required by the Sale Agreement.  
These payments were swept daily into various NPF VI accounts,
including a collection account established with JPMorgan as its
collateral interest as Trustee.  Thus, the receivables NPF VI
purchased from the Diverting Providers, and the proceeds
thereof, constitute collateral of JPMorgan, which it holds for
the benefit of the Notes purchasers.  Further, pursuant to the
terms of the Indenture, the collateral interests of JPMorgan in
the receivables also extend to any security interest NPF VI held
in the receivables.

The commencement of the Debtors' bankruptcy cases immediately
invoked the Automatic Stay.  In addition to the Automatic Stay,
on November 19, 2002, the Court entered the Injunction, staying,
restraining, enjoining and prohibiting various entities,
including all the Diverting Providers, from among other things,

    (a) maintaining possession, custody or control of any of the
        Debtors' purchased receivables, or asserting any
        ownership interest therein;

    (b) diverting proceeds of any purchased receivables to any
        entity other than the Debtors; and

    (c) directing all Lockbox Custodians to maintain any lockbox
        accounts in accordance with various sales agreements.

The Debtors have advised JPMorgan that before and after
November 19, 2002, the amount of money flowing into the various
NPF VI lockbox accounts on all providers' receivables dropped
significantly from historical levels and that they believe that
NPF VI health care providers, including the Diverting Providers,
in disregard of the Automatic Stay and the Injunction, have
induced the Insurance Payors to pay the money owed on the
Diverting Providers' accounts receivable to the providers,
instead of into the lockboxes.  "This diversion is depleting
critical resources that are necessary for the continued
viability of the Debtors, and that secure the obligations owed
to JPMorgan under the Indenture," Thomas R. Allen, Esq., at
Thompson Hine, LLP, in Columbus, Ohio, remarks.

Mr. Allen asserts that the relief requested should be granted
because:

  -- the Diverted Funds are property of the Debtors' estates,
     and cash collateral in which JPMorgan has an interest;

  -- JPMorgan has never consented to the use of the Diverted
     Funds, in which it has security interest, by the Debtors,
     the Diverting Providers, or any other party, without being
     provided adequate protection; and

  -- by requiring the Diverting Providers to show cause, the
     Court will be able to confirm that a diversion has taken
     place, force those Diverting Providers who have
     misdirected estate property to disgorge those funds,
     revive the estate's revenue stream; provide some adequate
     protection for JPMorgan's interest in the Diverted Funds
     and ensure compliance with its orders. (National Century
     Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


NATIONSRENT: Amended Plan's Classification & Treatment of Claims
----------------------------------------------------------------
The classification of claims and interests under NationsRent
Inc., and its debtor-affiliates' Amended Joint Plan of
Reorganization remain essentially the same. However, under the
revised Plan, the estate is reallocated to provide recovery for
unsecured creditors.  Allowed Bank Loan Claims will get 95% of
the Reorganized Debtors' common stock while the remaining 5%
will go to unsecured creditors.  Under the Debtors' Original
Plan filed in June 2002, the banks were to receive all stocks.

Class Description              Treatment
----- -----------              ---------
  N/A  Administrative Claims   Paid in full in cash.

       a. General Admin        Paid in full in cash equal to
          Claims               the amount of claim, either:

                                 (i) on the Effective Date; or

                                (ii) if the claim is not
                                     allowed as of the
                                     Effective Date, 30 days
                                     after the date on which an
                                     order allowing the claim
                                     becomes a Final Order or a
                                     Stipulation of the Amount
                                     and Nature of the Claim is
                                     executed by the applicable
                                     Debtor and the holder.

       b. statutory fees       Paid in full in cash equal to
                               the amount of claim.

       c. Ordinary course      Will be paid pursuant to the
          liabilities          terms and conditions of the
                               particular transaction giving
          -- Claims based on   rise to the claim, without any
          the liabilities the  further action by the holder.
          Debtors incurred in
          the ordinary course
          of business and
          admin claims from
          certain contracts.

       d. DIP Credit claims    Paid in full in cash.  The
                               Lenders under the DIP Credit
                               Agreement and the Amended and
                               Restated DIP Credit Agreement,
                               as the case maybe, will receive
                               a cancellation without draw of
                               all the outstanding letters of
                               credit issued under the DIP
                               Credit Agreement or the Amended
                               and Restated DIP Credit
                               Agreement, as applicable.

  N/A  Priority Tax Claims     Holders will receive deferred
                               cash payments over a period not
                               to exceed six years from the
                               date of assessment of that claim
                               on the unpaid portion of each
                               allowed priority tax claim.

  C-1  Bank Loan Claims        Impaired.  On the Effective
                               Date, each holder of an Allowed
       Estimated amount of     Bank Loan Claim will be entitled
       claims: $762,000,000    to receive its Pro Rata share of
                               95% of each of the New
                               Securities, subject, with
                               respect to the New Common Stock,
                               to 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 to
                               any Allowed Deficiency Claim to
                               which they would otherwise be
                               entitled.  They also have agreed
                               to waive any rights to enforce
                               subordination provisions
                               relating to Deficiency Claims.

                               Estimated Percent Recovery: 20%

  C-2  Other Secured Claims    Debtors will decide as to the
                               Treatment of the Allowed Claim:
       Secured Claims that
       are not otherwise       Option A:  Unimpaired.  Paid in
       classified in C-1.                 full in cash unless
                                          the holder agrees to
       Estimated Amount of                less favorable
       claims: $46,900,000                treatment;

                               Option B:  Unimpaired.  Allowed
                                          Claim will be
                                          reinstated;

                               Option C:  Impaired.  Holder
                                          will receive the
                                          collateral securing
                                          the Allowed Claim; and

                               Option D:  Impaired.  Allowed
                                          Claim will receive a
                                          promissory note
                                          secured by a first
                                          priority security
                                          interest in the
                                          applicable collateral,
                                          which is equal to the
                                          aggregate principal
                                          amount of the Allowed
                                          Claim, payable in
                                          annual Installments
                                          over the term of the
                                          useful life of the
                                          collateral and bearing
                                          interest at a market
                                          rate per annum.

                               In addition, any amounts paid to
                               or on behalf of a holder of a
                               Secured Claim as adequate
                               protection will be credited
                               against the amount of the
                               Secured Claim.  Any Allowed
                               Deficiency Claim will be entitled
                               to treatment under C-4.

                               Estimated Percent Recovery: 100%

  C-3  Unsecured Priority      Unimpaired.  Paid in cash equal
       Claims                  to the amount of claim.

       Estimated amount of     Estimated Percent Recovery: 100%
       claims: $5,000,000

  C-4  General Unsecured       Impaired.  If the Plan is
       Claims                  approved by Class C-4 claimants
                               in accordance with Section 1126
       Estimated Amount of     of the Bankruptcy Code, on the
       Claims: $400,000,000    Effective Date, 5% of each of
                               the New Securities will be
                               distributed to the Creditor
                               Trust.  The holder will receive
                               its Pro Rata share of the
                               Creditor Trust Participation
                               Certificates.

                               If Class C-4 claimants do not
                               approve the Plan, no property
                               will be distributed to the
                               Creditor Trust.  Also, no
                               property will be distributed to
                               or retained by the holders of
                               Allowed C-4 Claims.

                               Estimated Percent Recovery:
                               [____%]

  C-5  Intercompany Claims     Impaired.  No property will be
                               distributed to or retained by
       Intercompany claims     the holders.  Each of the
       that are not            Debtors holding an Intercompany
       administrative claims.  Claim will be deemed to have
                               accepted the Plan.

       Estimated amount of     Estimated Percent Recovery: 0%
       claims: [$__________]

  C-6  Penalty Claims          Impaired.  No property will be
                               distributed to or retained by
       -- Unsecured claims     holders.
       against Debtors for
       any fine, penalty or    Estimated Percent Recovery: 0%
       or forfeiture, or for
       multiple, exemplary or
       punitive damages, to
       the extent that the
       Claims are not
       compensation for the
       holder's actual
       pecuniary loss.

       Estimated Amount of
       Claims: $0

  E-1  NationsRent Subsidiary  Unimpaired.  On the Effective
       Debtors Old Stock       Date, allowed interests will be
       Interests               reinstated.

       -- Interests on account Estimated Percent Recovery: 100%
       of Old Stock of the
       NationsRent Subsidiary
       Debtors.

  E-2  NationsRent Old Stock   Impaired.  No property will be
       Interests               distributed to or retained by the
                               Holder.  The interests will be
       Interests on account    terminated as of the Effective
       of the Old Stock of     Date.
       NationsRent.
                               Estimated Percent Recovery: 0%

The classification and treatment of Allowed Claims under the
revised Plan also take into consideration all Allowed Secondary
Liability Claims.  On the Effective Date, the Allowed Secondary
Liability Claims will be treated as:

1. The Allowed Secondary Liability Claims arising from or
   related to any Debtor's joint or several liability for the
   obligations under any: (a) Allowed Claim that is being
   Reinstated under the Plan; or (b) Executory Contract or
   Unexpired Lease that is being assumed or deemed assumed by
   another Debtor or under any Executory Contract or Unexpired
   Lease that is being assumed by and assigned to another Debtor
   or any other entity -- will be Reinstated; and

2. The holders of all other Allowed Secondary Liability Claims
   will be entitled to only one distribution from the Debtor
   that is primarily liable for the underlying Allowed Claim.  
   The distribution will be as provided in the Plan in respect
   of the underlying Allowed Claim.  The holders will then be
   deemed satisfied in full by the distributions on account of
   the related underlying Allowed Claim.  No multiple recoveries
   on account of any Allowed Secondary Liability Claim will be
   provided or permitted. (NationsRent Bankruptcy News, Issue
   No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVIGATOR GAS: Misses Interest Payment on Mortgage Notes
--------------------------------------------------------
Navigator Gas Transport, plc.. will not make the semiannual
interest payment on its $217 million 10.5% First Priority Ship
Mortgage Notes due 2007 and the semiannual interest payment on
its $107.9 million 12% Second Priority Ship Mortgage Notes of
2007, both of which are due on December 31, 2002.

According to the terms of the indentures governing the Notes,
Navigator Gas has a 30-day grace period, until January 30, 2003,
within which to make such payments before its failure to do so
may be treated as an event of default under the indentures.

Navigator Gas also has retained the services of Jefferies &
Company, Inc., and Kasowitz, Benson, Torres & Friedman LLP, to
assist in identifying and evaluating financial and capital
structure and restructuring alternatives for the Company.

Michael Tziras, Chief Executive Officer, commented, "The Company
was originally financed with a substantial level of debt that
could not be serviced by the earnings capacity of these vessels.
As a result of the significant fallout in world economic
activity, the LPG market has been steadily deteriorating in the
past two years thus further reducing the financial flexibility
of the Company. Navigator Gas intends to continue to make
payments to trade creditors based on the terms of their
agreements and in accordance with existing business practice."

Navigator Gas owns and operates five 22,000 cubic meter
Liquefied Petroleum Gas Carriers built in 2000.


NETWORK ACCESS: Court Approves Asset Sale to DSL.net for $14MM
--------------------------------------------------------------
DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide provider of
broadband communications services to businesses, received court
approval for its bid to acquire network assets and associated
subscriber lines of Network Access Solutions Corporation (OTC:
NASC.OB).

The approval came after a hearing before the U.S. Bankruptcy
Court for the District of Delaware. Herndon, Va.-based broadband
solutions provider NAS filed a voluntary petition for Chapter 11
reorganization in June 2002. The purchase price under DSL.net's
approved bid is $14 million, consisting of $9 million in cash
and a $5 million note. If closing conditions are satisfied,
DSL.net expects to close this transaction around the middle of
January 2003.

"We are pleased that our effort to acquire NAS network assets
and related customer lines has cleared this important legal
hurdle and set the stage for a closing of this transaction,"
said David F. Struwas, chairman and chief executive officer of
DSL.net. "We firmly believe this acquisition will benefit the
customers of both companies and position DSL.net as a much
stronger broadband provider both in terms of our network
footprint and our customer base."

Struwas reiterated that NAS customers currently served by the
NAS network assets to be acquired by DSL.net should experience a
seamless transition since no new installations or equipment
changes are required.

Based in New Haven, Conn., DSL.net, Inc., combines its own DSL
facilities, nationwide network infrastructure, and Tier I
Internet Service Provider capabilities to provide high-speed
Internet access and value-added services directly to small- and
medium-sized businesses throughout the United States. A
certified CLEC in all 50 states, plus Washington, D.C. and
Puerto Rico, DSL.net sells to businesses, primarily through its
own direct sales channel. DSL.net augments its direct sales
strategy through select system integrators, application service
providers and marketing partners. In addition to a number of
high-performance, high-speed Internet connectivity solutions
specifically designed for business, DSL.net product offerings
include Web hosting, DNS management, enhanced e-mail, online
data backup and recovery services, firewalls, virtual private
networks and nationwide dial-up services. For more information
on DSL.net, visit http://www.dsl.net


NORTHWESTERN CORP: S&P Hatchets Corporate Credit Rating to BB+
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on electricity provider Northwestern Corp., to 'BB+' from
'BBB+', and at the same time assigned its 'BBB-' rating to
Northwestern's $390 million secured four-year bank loan and
other senior secured debt. The outlook remains negative.

Sioux Falls, South Dakota-based Northwestern has about $1.7
billion in outstanding debt.

"The downgrade is the result of the several problems facing
Northwestern Corp., including a deteriorating balance sheet,
continued poor performance in its Expanets and Blue Dot
subsidiaries, and management's inability to adequately project
the performance of the non-regulated businesses," said Standard
& Poor's credit analyst Peter Otersen. "As a result, credit
protection measures for the company are expected to be
substantially weaker over the next two years," Otersen added.

The financing plan for the Montana Power acquisition in early
2002 included $200 million of equity, to be issued in the first
quarter of 2002. The company did issue about $83 million of
equity in September 2002, but given the company's current stock
price of half  its book value, and general equity market
conditions, Standard & Poor's does not believe that the company
will issue addition equity in the foreseeable future. Instead,
the Northwestern may potentially incur additional debt to
substitute for equity issues.

A new $390 million credit facility, which will be used to
replace existing Northwestern bank loans and fund capital
expenditures at the utilities, will give the company additional
liquidity, but will further weaken coverages for debtholders.  

Standard & Poor's is also concerned about the performance of
Northwestern's non-regulated businesses, specifically Expanets
and Blue Dot. The company does not expect these businesses to
contribute to operating income this year. However, Northwestern
expects the non-regulated businesses to potentially contribute
more than 15% of operating income in the near-term, starting
next year, which requires a turnaround in operations that may be
difficult to achieve.


NRG ENERGY: Makes Interest Payment on Northeast Generating Bonds
----------------------------------------------------------------
NRG Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE:XEL), said that, on December 27, NRG made the $24.7
million interest payment due on its NRG Northeast Generating LLC
bond series and deferred the $53.5 million principal payment.

As previously announced on December 19, 2002, NRG deferred
approximately $78 million in combined principal and interest
payments on the Northeast Generating LLC bond series and the
company had until December 30 to make payment. The NRG Northeast
Generating LLC bonds include 8.06 percent Series A-1 senior
secured bonds due 2004, 8.84 percent Series B-1 senior secured
bonds due 2015 and 9.29 percent Series C-1 senior secured bonds
due 2024.

"NRG is continuing to negotiate with all of its lenders in the
context of a comprehensive restructuring plan," said Richard C.
Kelly, NRG president and chief operating officer. "We intend to
address the $53.5 million principal payment as part of the
broader plan."

NRG Northeast Generating LLC bond series are non-recourse to NRG
and Xcel Energy.

NRG Energy, a wholly owned and unregulated subsidiary of Xcel
Energy, develops and operates power generating facilities. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 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
U.S. Company headquarters are located in Minneapolis.

DebtTraders reports NRG Energy Inc.'s 8% bonds due 2003
(XEL03USR1) are trading at about 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL03USR1for  
real-time bond pricing.


ORIUS CORP: Ill. Court Schedules Confirmation Hearing for Jan. 8
----------------------------------------------------------------
On November 15, 2002, Orius Corp., together with its debtor-
affiliates, filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the Northern District of Illinois.
Concurrently, the Debtors filed their Joint Pre-Packaged Plan of
Reorganization and an accompanying Disclosure Statement
explaining the Debtors' Plan.

A combined hearing to consider the adequacy of the Disclosure
Statement and Confirmation of the Joint Pre-Packaged
Reorganization Plan is scheduled for January 8, 2003, at 11:00
a.m. prevailing Central time, before the Honorable Bruce W.
Black.

The Plan provides that Orius' bank lenders and bondholders will
receive 95% of the new equity in Orius in exchange for an 80%
reduction in current debt.  

"With the overwhelming support of our bank lenders and
bondholders, we have taken this important step forward to
strengthen our balance sheet and strengthen our future," Ronald
L. Blake, Orius Chairman, President and Chief Executive Officer
said at the time of the filing. "We have already made a number
of operational changes that have delivered significant
efficiency and cost improvements. Now we are focused on
addressing our balance sheet issues. By reducing our debt, we
gain the financial flexibility to withstand market volatility
and invest in our business," Mr. Blake added.  

Orius obtained $32 million of debtor-in-possession from a group
of lenders led by Deutsche Bank to fund the company's ongoing
operating needs during the restructuring.

Orius is a nationwide provider of technical expertise and
comprehensive network services to the telecommunications
industry. Orius' nearly 2,600 employees design, engineer, deploy
and maintain networks nationwide and internationally that
support services ranging from internal and external voice, data
and video networks to municipal water, electricity and gas.  
Orius' customers include Regional Bell Operating Companies,
broadband cable companies, equipment vendors, defense
contractors, government agencies, leading businesses, major
municipalities and non-profit organizations.

Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, it listed total
assets of $701 million and total debts of about $536 million.


PCSUPPORT.COM: Daymon Bodard Appointed as New President & CFO
-------------------------------------------------------------
On December 18, 2002, Steven W. Macbeth resigned as CFO and
director; Michael G. McLean resigned as President, CEO and
director of PCSupport.com, Inc.  On December 18, 2002, Daymon
Bodard was appointed and accepted his position as President,
Secretary, CFO and sole director of the Corporation.

Daymon Bodard, age 49, is a high school graduate and has an in-
Company sales and marketing degree.  From 1980 to 1986, Mr.
Bodard was area manager for Rothman's Tobacco Company.  From
1986 to 1995, he was the  Canadian National Distributor for
Successful Money Management.  Mr. Bodard founded MSI in 1995, a
business consultant firm.

PCsupport.com is a leading provider of outsourced help desk
solutions. The Company partners with corporations to assist them
in reducing the costs of providing technical support services
while improving the overall support experience of computer users
through a comprehensive suite of help desk services.

PCSupport.com Inc., (OTCBB: PCSP - News) has filed for
bankruptcy protection under Canada's Bankruptcy and Insolvency
Act and has ceased all operations. Deloitte and Touche has been
appointed as the bankruptcy trustee.


PITTSBURGH CORNING: PPG Offers $2.7BB to Settle Asbestos Claims
---------------------------------------------------------------
Pittsburgh Corning Corp. -- the joint venture between PPG
Industries Inc., and Corning Inc. -- may emerge from chapter 11
under a plan calling for PPG to $2.7 billion to settle asbestos-
related claims, according to on-the-record statements made to
Judge Fitzgerald by Paul M. Singer, Esq., at Reed Smith LLP.  
Pittsburgh Corning disclosed that it faces 140,000 asbestos-
related lawsuits when the company filed for Chapter 11
protection on April 17, 2000 (Bankr. W.D. Pa., Case No.
00-22876-JKF).


PRIMUS TELECOMMS: Raises $42MM in Convertible Preferred Offering
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL), a
global facilities-based Total Service Provider offering an
integrated portfolio of voice, data, Internet and web hosting
services, signed an agreement to sell newly-issued shares of its
Series C Convertible Preferred Stock for an aggregate purchase
price of $42 million in a private offering to two private equity
funds sponsored by the American International Group, Inc., and
an additional institutional investor that is a limited partner
of one of the funds.

The new Series C Preferred will be convertible into shares of
the Company's Common Stock at a conversion price of $1.876 per
share, subject to certain adjustments, which currently
represents approximately a 25.2% fully-diluted ownership
interest in PRIMUS.

The first phase of the transaction closed Tuesday with PRIMUS
receiving approximately $33 million from AIG and the additional
investor, with AIG obtaining a 19.99% ownership interest in
PRIMUS' issued and outstanding capital stock. It is expected
that the balance of the transaction will close upon the earlier
to occur of either approval by PRIMUS' shareholders for AIG to
own in excess of 19.99% of PRIMUS' issued and outstanding
capital stock, or subsequent issuances of PRIMUS capital stock
to third parties which would bring AIG's ownership of the Series
C Preferred (including the remaining Series C Preferred) below
the 20% threshold.

PRIMUS intends to use the proceeds from the financing for
general corporate purposes, including working capital, debt
reduction and potential acquisitions involving industry
consolidation opportunities. As part of this transaction, PRIMUS
has the right to issue up to $75 million of additional principal
amount of Convertible Preferred Stock on similar terms through
June 1, 2004, and, if such issuances are contractually committed
within the next 45 days, such additional Convertible Preferred
Stock can be issued on the same terms, including pricing, as
those offered to AIG, subject only to obtaining requisite
shareholder approval. The proceeds from any such additional
issuances of Convertible Preferred Stock would be used for
similar purposes.

"The investment announced [Tues]day marks a significant
milestone in PRIMUS' execution of the three-pronged strategy we
announced two years ago," stated K. Paul Singh, Chairman and
Chief Executive Officer of PRIMUS. "In late 2000, as we surveyed
a bleak economic landscape and uncertain future for the
telecommunications sector, we resolved to become an industry
survivor through implementing a bold strategy to dramatically
reduce our debt, aggressively grow our EBITDA (earnings before
interest, taxes, depreciation and amortization) and, when
substantial progress was made on both those fronts, to access
additional capital. Since that time, we have reduced our debt by
over 50% and we have grown our EBITDA from slightly positive to
a projected level approaching $100 million for 2002. With
today's announcement, we can record substantial progress on the
third prong of our strategy."

"The AIG investment, which brings to PRIMUS a sophisticated and
resourceful partner, is a tangible validation of the progress we
have made and their belief in our future potential. The
transaction improves our liquidity, strengthens our balance
sheet, provides resources to permit us to resume a growth
strategy, and also sets the platform for potential future equity
investments in PRIMUS," Mr. Singh commented. "As a consequence,
we are now able to address 2003 with enhanced vitality and a
refreshed commitment to growth. We believe that, given the
turmoil that exists in the telecommunications sector generally,
consolidation opportunities are becoming increasingly available
at attractive valuations and terms. Clearly, now is the time to
accumulate cash resources to enable us to seize opportunities as
a potential consolidator to build greater long term value for
our shareholders. The new funding and the flexibility to raise
additional Convertible Preferred equity position us to target
accretive acquisition opportunities."

The Series C Preferred has an initial conversion price of $1.876
per share, subject from time-to-time to weighted-average
antidilution adjustments, provided that such adjustments do not
result in an adjusted conversion price of less than $1.754 per
share. The Series C Preferred will be subject to mandatory
conversion when the Company's Common Stock trades for a defined
period above three times the then applicable conversion price.
The Series C Preferred will be subject to certain performance
adjustments, payable as an adjustment to the conversion price or
in cash at the Company's option, which feature will be
extinguished upon the Company's attaining any one of certain
specified performance targets (including a reduction in total
net debt to $405 million or less, an average daily closing price
for the Company's Common Stock during any thirty day period that
equals or exceeds the then applicable conversion price, or
reduction to a level of 3.625 or less in the Company's net
debt/EBITDA ratio). Each share of Series C Preferred is entitled
to a liquidation preference payment ahead of the Company's
Common Stock equal to the then applicable conversion price
multiplied by the number of shares of Common Stock into which
such share is convertible plus an amount representing a 15%
internal rate of return (less dividends and distributions
previously made). So long as holders of the Series C Preferred
maintain certain minimum ownership percentage interests in
PRIMUS, they will be entitled to nominate one member (at greater
than 5% levels) and one observer (at greater than 10% levels) to
PRIMUS' Board of Directors.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is
a global facilities-based Total Service Provider offering
bundled voice, data, Internet, digital subscriber line, Web
hosting, enhanced application, virtual private network, and
other value-added services. PRIMUS owns and operates an
extensive global backbone network of owned and leased
transmission facilities, including over 300 IP points-of-
presence throughout the world, ownership interests in over 23
undersea fiber optic cable systems, 19 international gateway and
domestic switches, a satellite earth station and a variety of
operating relationships that allow it to deliver traffic
worldwide. PRIMUS has been expanding its e-commerce and Internet
capabilities with the deployment of a global state-of-the-art
broadband fiber optic ATM+IP network. Founded in 1994 and based
in McLean, VA, PRIMUS serves corporate, small- and medium-sized
businesses, residential and data, ISP and telecommunication
carrier customers primarily located in the North America, Europe
and Asia Pacific regions of the world. News and information are
available at PRIMUS's Web site at http://www.primustel.com  

At September 30, 2002, PRIMUS' balance sheet shows a total
shareholders' equity deficit of about $183 million.


PROBEX CORP: Fusion Capital Registers 17 Million Shares for Sale
----------------------------------------------------------------
Fusion Capital Fund II, LLC, the selling stockholder, is
offering for sale up to 16,923,077 shares of Probex
Corporation's common stock which it holds or may in the future
acquire from Probex under a common stock purchase agreement
dated August 29, 2002. Fusion Capital has agreed to purchase, on
each trading day, up to $25,000 of Probex common stock up to an
aggregate of $20.0 million. As of December 3, 2002 there were
39,048,795 shares of common stock outstanding, including the
1,923,077 shares that Probex has issued to Fusion Capital as
compensation for its purchase commitment, but excluding the
other 15,000,000 shares offered by Fusion Capital under the
current prospectus. The number of shares offered by the
prospectus represents 43.3% of Probex' total common stock
outstanding as of December 3, 2002. Fusion Capital does not have
the right or the obligation to purchase Probex stock in the
event that the stock is trading below $0.20 per share.

Probex will not receive any proceeds from the sale of any of the
shares offered and sold by Fusion Capital but it may receive up
to $20.0 million in gross proceeds from the sale of its common
stock to Fusion Capital under the common stock purchase
agreement. Probex intends to use the net proceeds, if any,
received from Fusion Capital under the common stock purchase
agreement for general corporate and working capital purposes.

Probex Corp.'s September 30, 2002 balance sheet shows a working
capital deficit of about $37 million, and a total shareholders'
equity deficit of about $13 million.


PROVANT INC: Completes Sale of Businesses to Novations Group
------------------------------------------------------------
Provant, Inc., (POVT.OB) a leading provider of performance
improvement training services and products, and Drake Beam
Morin-Japan, a leading Japanese human resource services
provider, completed the sale by Provant to Novations Group Inc.,
a subsidiary of DBM-J, of Provant's Performance Solutions,
Technology and Development, Vertical Markets and Project
Management groups and Learning and Strategic Alliances
businesses. The transaction is fully described in Provant's and
DBM-J's press release dated December 15, 2002.

As a leading provider of performance improvement training
services and products, Provant helps its clients maximize their
effectiveness and profitability by improving the performance of
their people. With over 1,500 corporate and government clients,
the Company offers blended solutions combining web-based and
instructor-led offerings that produce measurable results by
strengthening the performance and productivity of both
individual employees and organizations as a whole. For more
information visit http://www.provant.com  

DBM-J is a leading Japanese human resource services provider.
The Company has approximately 500 employees working in 50
offices throughout Japan. DBM-J has three main lines of
business: outplacement, training, and executive recruiting. DBM-
J has a market capitalization of approximately $250 million and
in fiscal 2002 had about $50 million of revenues. DBM-J stock is
traded on the JASDAQ stock exchange. DBM-J is a licensee of DBM,
Inc., a subsidiary of Thomson Inc., but is a separate and
independent company.

                         *    *    *

As reported in Troubled Company Reporter's November 7, 2002
edition, Provant continues to be in default under its credit
facility agreement, and "believe[s] [the Company is] close to
finalizing the terms of an extension to it that would
end the current default."

The terms of this extension will, among other things, extend the
due date of the facility to April 15, 2003, subject to the
Company's continued obligation to take actions that would result
in the early repayment of our indebtedness to the banks. The
Company continues to pursue various strategic alternatives,
which include the sale of Provant or various of its assets.


PUBLIC SERVICE ENT.: Unit Recovers Investment in UK Power Plants
----------------------------------------------------------------
PSEG Resources, an indirect subsidiary of Public Service
Enterprise Group, terminated an investment in two United Kingdom
power plants leased to affiliates of TXU Europe. Drawing on
collateral, the company said it fully recovered its investment.

Eileen A. Moran, president of PSEG Resources, which makes
energy-related investments, said the termination of the UK
investments was sought when the lessees failed to meet financial
covenants after TXU Europe went into administration (bankruptcy)
in November. She explained that, as a result of drawing on the
collateral, PSEG Resources has netted (after taxes and expenses)
approximately $67 million of cash.

PSEG Resources entered into the fully secured lease transactions
in 1997 and 1998. The leases involved the 360-megawatt, natural
gas-fired Kings Lynn generating facility and the 340-megawatt,
natural gas fired Peterborough generating facility, both in
England.

PSEG Resources focuses on providing energy infrastructure
financing and has a diverse portfolio of assets valued at about
$3.1 billion.

At September 30, 2002, Public Service Enterprise's balance sheet
shows that total current liabilities exceeded total current
assets by about $1.4 billion.


RESIDENTIAL ACCREDIT: Fitch Rates Note Classes B-1 & B-2 at BB/B
----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. $252.2 million
mortgage pass-through certificates, series 2002-QS18 classes A-
1, A-P, A-V, and R certificates (senior certificates) 'AAA'. In
addition, class M-1 ($4.8 million) is rated 'AA', class M-2
($0.5 million) is rated 'A', class M-3 ($0.8 million) is rated
'BBB', class B-1 ($0.4 million) is rated 'BB' and class B-2
($0.3 million) is rated 'B'.

The 'AAA' ratings on senior certificates reflect the 2.75%
subordination provided by the 1.85% class M-1, the 0.20% class
M-2, the 0.30% class M-3, the 0.15% privately offered class B-1,
the 0.10% privately offered class B-2 and the 0.15% privately
offered class B-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.

As of the cut-off date, Dec. 1, 2002, the mortgage pool consists
of 1,611 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
$259,374,017. The mortgage pool has a weighted average original
loan-to-value ratio of 66.46%. Approximately 56.09% and 2.90% 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
63.36% of the pool, cash-out refinance loans account for 43.66%,
and second homes account for 2.03%. The average loan balance of
the loans in the pool is $161,002. The three states that
represent the largest portion of the loans in the pool are
California (28.95%), Texas (9.76%), and Florida (6.51%).

All of the mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 35.3% of the mortgage loans, which
were purchased by the depositor through its affiliate from
HomeComings Financial Network, Inc., a wholly-owned subsidiary
of the master servicer. No other unaffiliated seller sold more
than approximately 15.2% of the mortgage loans to Residential
Funding. Approximately 82.9% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc. (rated 'RPS1'
by Fitch).

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.
RALI, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
one real estate mortgage investment conduit.


RFS ECUSTA: Committee Turns to Parente for Financial Advice
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of RFS Ecusta,
Inc, and RFS US Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve its application to employ
Parente Randolph, LLC as Accountants and Financial Advisors.

The Committee relates that it selected Parente based on the
Firm's extensive experience and expertise.  The professional
services that the Committee may request Parente include:

  a) assisting and advising the Committee in its analysis of the
     books and records of the Debtors and the control and
     disposition of its assets;

  b) assisting the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' business, and the
     desirability of the continuation of such business and any
     other matters relevant to the case or the formulation of a
     Plan;

  c) assisting and advising the Committee in its analysis of the
     Debtors' Statements and Schedules;

  d) assisting the Committee in its investigation and analysis
     of the Debtors' financial operations, related-party
     transactions and accounts, asset recovery potential
     preference and fraudulent conveyance issues, and other
     relevant issues which affect the maximization of recovery
     for the creditors of the Debtors.

  e) analysis of the financial information prepared by the
     Debtors or its accountants as requested by the Committee
     including an analysis of the Debtors' financial statements
     as of the date of filing of the petition and assessment on
     behalf of the Committee of the Debtors' monthly operating
     reports and of the numerous reorganization issued involved;

  f) analysis of transaction with the Debtors' financing
     institutions and affiliates of the Debtors;

  g) attending meeting of the Committee and participation in
     telephonic conferences with members of the Committee or the
     Committee's Counsel;

  h) reviewing of Debtors' proposed Plan and Disclosure
     Statement;

  i) assisting the Committee or the Debtors in the formulation
     or modification of a Plan;

  j) assisting the Committee in the evaluation of a proposed
     sale, if any, and related procedures under Section 363 of
     the Bankruptcy Code, including identification of potential
     buyers;

  k) providing litigation support and forensic accounting
     services; and

  l) perform such other accounting, consulting and financial
     advisory services as may be required and in the interest of
     creditors.

Parente intends to charge its regular hourly rates which are:

          Principals            $225 to $365 per hour
          Senior Associates     $175 to $225 per hour
          Staff Personnel       $ 75 to $175 per hour
          Paraprofessionals     $ 70 to $ 90 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.


RIBAPHARM: Senior Management Will Resign if ICN Fires Ind. Board
----------------------------------------------------------------
As a result of an effort by ICN Pharmaceuticals (NYSE: ICN) to
replace all but one of the directors of Ribapharm (NYSE: RNA),
the senior management of Ribapharm said they will resign from
the company unless ICN's plan to remove directors is withdrawn
or invalidated. On December 23, 2002, ICN announced its attempt
to remove those directors.

"ICN has not responded to several attempts by Ribapharm to
engage in a constructive dialogue," said Johnson Y.N. Lau, M.D.,
Chairman, President and CEO of Ribapharm. "More than six months
since the change in control, ICN has not clarified its position
with regard to its plans to complete the Ribapharm spin-off, buy
back shares at a fair price from minority Ribapharm
shareholders, or engage in mutual discussions designed to find
other ways to deliver value to all Ribapharm shareholders. When
asked for clarification, ICN responded by removing all but one
of our directors. Ribapharm is fortunate to have an outstanding
board of directors with many years combined experience in the
disciplines needed to make objective and informed decisions on
behalf of all our shareholders. The directors whose reputations
have been attacked include a highly respected investment banker,
the former prime minister and attorney general of Canada, the
former chairman of Europe's largest biotech company, and a
preeminent physician and liver scientist.

"These directors are the best qualified individuals to ensure
that the best interests of all Ribapharm shareholders are
adequately represented as we seek to clarify the company's
future," said Dr. Lau. "Our senior management team is committed
to ensuring that shareholder value is enhanced and, regretfully,
we feel we must resign if our independent directors are
terminated by ICN. We do not believe Ribapharm's full value can
be realized if its board of directors is gutted."

Under Dr. Lau's leadership since March 2000, Ribapharm has met
or exceeded its financial targets and achieved its research and
development objectives. Specifically, Dr. Lau and his team have:

     -- recruited and built a loyal, world class group of more
        than 125 scientists compared with less than 20 upon his
        arrival;

     -- completed and opened a new, 65,000 square foot, state-
        of-the-art research and development facility;

     -- achieved a series of significant R&D milestones and
        licensing agreements;

     -- doubled investment in R&D to $34 million in the first
        nine months of 2002; and

     -- for the first nine months of 2002, increased net income
        113 percent to $90.0 million compared to $42.4 million
        for the same period in 2001.

"This board and management team have consistently delivered
significant business, research and development, and financial
results in the highly specialized bio-pharma industry," Dr. Lau
said. "We call on the directors and management of ICN to enter
into discussions with Ribapharm's board and management to
consider all options to enhance shareholder value including the
preliminary debt restructuring proposal presented to ICN's board
some weeks ago. We believe the attempt to remove Ribapharm's
independent directors seriously jeopardizes the options
available to both companies to the detriment of their respective
shareholders."

Ribapharm senior managers Thomas Stankovich, senior vice
president and chief financial officer and Roger Loomis, senior
vice president and general counsel, along with Dr. Lau, provided
notice that they will resign as early as January 25, 2003 unless
ICN's plan to remove Ribapharm directors is withdrawn or
invalidated.

"We contemplate this action with profound regret," said Dr. Lau.
"Each of us joined Ribapharm for the long term-to create a world
class bio- pharmaceutical company delivering groundbreaking
medical benefits to people and superior long term returns to
shareholders."

Ribapharm is a biopharmaceutical company that seeks to discover,
develop, acquire and commercialize innovative products for the
treatment of significant unmet medical needs, principally in the
antiviral and anticancer areas.

Ribapharm Inc.'s September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $349 million.


SATCON TECH.: Grant Thornton Issues Going Concern Qualification
---------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq:SATC), a leader in
critical power solutions, reported financial results for its
fiscal 2002 fourth quarter and year end, which ended
September 30, 2002. For the fourth quarter, revenues were $11.2
million compared to $10.0 million in the fourth quarter of 2001.
For the year, revenues were $41.6 million compared to $41.7
million in fiscal year 2001.

A comparison of operating segment revenues for the three months
and year ended September 30, 2002, follows:

                                     (In $000's)
                   Three months ended             Year Ended
                         Sept 30,                  Sept 30,
Business Unit        2002         2001          2002        2001
-------------        ----         ----          ----        ----
Power Systems      $5,084       $5,543       $19,909     $20,164
Electronics         3,367        1,747        10,890      10,616
Applied Technology  2,784        2,725        10,831      10,904
Total Revenue    $11,235      $10,015       $41,630     $41,684

The operating loss for the fourth quarter of 2002 was $4.0
million as compared to $6.9 million in 2001, a 42% reduction.
The net loss attributable to stockholders for the fourth quarter
of 2002 was $5.4 million as compared to a net loss attributable
to stockholders of $9.3 million in 2001, a 42% reduction. For
the year, the operating loss for 2002 was $19.0 million as
compared to $16.2 million in 2001, an increase of 17%, however
the net loss attributable to stockholders was reduced by 15%
from $24.3 million in 2001 to $20.8 million in 2002 primarily
due to the elimination of losses from Beacon Power Corporation.

With regard to the full year 2002 results, SatCon's independent
accountants, Grant Thornton LLP, have issued a going concern
qualification in its audit opinion.

"Our auditors, Grant Thornton LLP, have issued an opinion
modified for going concern uncertainties with respect to our
financial statements," said David Eisenhaure, SatCon's President
and Chief Executive Officer. "The opinion expresses 'substantial
doubt about the Company's ability to continue as a going
concern.'" This opinion was based in part upon the Company's
continuing losses and the use of operating cash, the need for
immediate equity as well as the fact that we are operating under
a forbearance agreement with Silicon Valley Bank, which expires
on January 15, 2003 and will require that the line of credit be
renewed."

"From a revenue and earnings standpoint we showed improvement in
the second half of 2002 compared to the second half of 2001. Our
revenue for the second half increased 11% to $23.0 million
compared with $20.7 million for the second half of 2001. Our
operating losses were reduced by 13% to $8.7 million, which
included a $1.5 million restructuring charge, compared with
$10.0 million in the second half of 2001. In addition, during
2002 we have taken steps to reduce cash burn and cut expenses.
In the first quarter of fiscal 2002, our cash burn was $7.9
million. We were able to reduce that to $5.0 million in the
second quarter, $3.5 million in the third quarter and $2.1
million in the fourth quarter. We had a net loss of $5.4 million
in the fourth quarter, which included a non-cash write down of
our investment in Beacon Power. Without that write down, our
operating loss was $4.0 million. We believe the efforts that we
established in fiscal 2002 to reduce expenses and improve our
earnings will continue in fiscal 2003. As of today, our goal for
fiscal 2003 continues to be to show revenue growth for the year
and generate an operating profit during the last quarter of the
year."

"We think that some of the product accomplishments that we
achieved in fiscal 2002 will provide us with a stronger position
entering into fiscal 2003, namely, the UL 1741 Certification and
'Rule 21' compliance of our Power Conditioning Systems for
distributed power generation. Combined with the completion of
the product development efforts on our Rotary UPS system, we
think we have some strong potential product offerings for our
Power Systems division over the coming year. We have also been
successful at securing additional defense contracts at both our
Electronics and Applied Technology divisions. The work we are
performing on our Integrated Power Systems for "all-electric"
ships was a significant revenue contributor in 2002 and we
expect that it will continue in the future."

"We have some significant challenges ahead," concluded
Eisenhaure. "We must secure the necessary financing to meet our
obligations and fund our needs. We must show continued earnings
improvements to the point of profitability. While the economy
continues to strain our potential opportunities at a time when
we need the revenue growth, we must continue to reduce expenses
while not jeopardizing the critical mass needed to bring our new
products to market or maintain our existing product lines. The
management team and our employees are committed to these
challenges."

SatCon Technology Corporation manufactures and sells power and
energy management products for digital power markets. SatCon has
three business units: SatCon Power Systems manufactures and
sells power systems for distributed power generation, power
quality and factory automation, including inverter electronics
from 5 kilowatts to 5 megawatts. SatCon Electronics manufactures
and sells power chip components; power switches; RF devices;
amplifiers; telecommunications electronics; and hybrid
microcircuits for industrial, medical, military and aerospace
applications. SatCon Applied Technology develops advanced
technology in digital power electronics, high-efficiency
machines and control systems for a variety of defense
applications with the strategy of transitioning those
technologies into multiyear production programs. For further
information, please visit the SatCon Web site at
http://www.satcon.com


SEVEN SEAS PETROLEUM: Five Board Members Resign
-----------------------------------------------
Seven Seas Petroleum Inc., (Pink Sheets: "SVSSF") said that R.
Randolph Devening, Brian F. Egolf, Gary F. Fuller, Robert A.
Hefner, III and Dr. James R. Schlesinger resigned from the
Company's Board of Directors, effective December 31, 2002. Larry
A. Ray, President and Chief Operating Officer of Seven Seas will
remain as the sole director of the Company. The resignations
were in response to:

     * An involuntary petition in bankruptcy filed against the
       Company in the United States Bankruptcy Court for the
       Southern District of Texas, Houston Division, on
       December 20, 2002

     * Chesapeake Energy Corporation, as collateral agent for
       the Company's $45 Million Senior Secured Notes,
       exercising control over Seven Seas' U.S. bank accounts,
       and

     * The inability of the Company to obtain adequate
       directors' and officers' insurance for corporate
       activities after December 30, 2002.

Mr. Ray indicated that there were no present plans to fill the
vacancies caused by the resignations and that the Company would
continue to work toward closing the previously announced sale of
its Guaduas Oil Field, financing a production test of the
Escuela 2 well and monetizing the Company's Colombian tax
credits for the benefit of the Company's stakeholders.

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


SOUTHWESTERN BROADBAND: Creditors File Invol. Chapter 7 Petition
----------------------------------------------------------------
Four creditors of Southwestern Broadband Holdings, Inc.,
formerly IP Communications Holdings, Inc., filed an involuntary
Chapter 7 petition against the Company, in the U.S. Bankruptcy
Court for the Northern District of Texas (Bankr. Case No. 02-
81140).  The four Petitioning Creditors, represented by Michelle
A. Mendez, Esq., at Larson & King in Dallas are:

     * Texas CM, Inc., dba Career Mangagement Partners
     * Intec Systmes, Inc. dba Computer Tech
     * Verison Logistics fdba GTE Communications Systems and
     * Telogy, Inc.

The four creditors, according to a report appearing in The
Dallas Morning News, allege they're owed more than $700,000. At
the time of the filing, the newspaper report adds,
Southwestern's assets total no more than $5 million, and the
company faces debts totaling $50 million.

Southwestern sold DSL access through Internet service providers
to business and residential customers. At this point,
Southwestern plans to shut down service in Missouri, Kansas and
Oklahoma by February 10, and in Texas by February 17.

U.S. Bankruptcy Judge Steven A. Felsenthal will hold a hearing
today to consider the Petitioning Creditors' Emergency Motion to
appoint an interim trustee.  


SOUTHWESTERN BROADBAND: Involuntary Chapter 7 Case Summary
----------------------------------------------------------
Alleged Debtor: Southwestern Broadband Holdings, Inc.
                fka IP Communications Holdings, Inc.
                17300 Preston Road, #300
                Dallas, Texas 75252

Involuntary Petition Date: December 5, 2002

Case Number: 02-81140                Chapter: 7

Court: Northern District of Texas    Judge: Steven A. Felsenthal
       (Dallas)

Petitioners' Counsel: Michelle A. Mendez, Esq.
                      Larson & King
                      13155 Noel Rd., Suite 600
                      Dallas, Texas 75240
                      Tel: 972-419-1250

Petitioners: TEXAS, CM, INC.
             dba Career Mangagement Partners
             2425 N. Central, #400
             Plano, TX 75074

                 -and-

             INTEC SYSTMES, INC.
             dba Computer Tech
             1140 Cypress Station
             Houston, TX 77090

                 -and-

             VERISON LOGISTICS
             fdba GTE Communications Systems
             2849 Picus
             Pomona, CA 91766
                  
                 -and-

             TELOGY, INC.

Amount of Claim: More than $700,000


SPECTRASITE: Completes Sale of Wireless Network Div. to WesTower
----------------------------------------------------------------
SpectraSite Communications, Inc., a wholly owned subsidiary of
SpectraSite Holdings, Inc., announced that its WesTower
Corporation subsidiary has completed the previously announced
sale of its wireless network services division to WesTower, LLC,
an investment vehicle owned by certain members of the division's
existing management team, including its President, Calvin J.
Payne.

Stephen H. Clark, President and CEO of SpectraSite, stated, "The
completion of this transaction allows SpectraSite to focus on
its core business of leasing space to wireless carriers on its
portfolio of almost 8,000 towers."

Calvin J. Payne, CEO of WesTower, LLC, stated, "This transaction
enables WesTower's customers and employees to maintain their
longstanding relationships and allows WesTower to focus on
providing wireless network service solutions to wireless
carriers and tower companies."

SpectraSite Communications, Inc. -- http://www.spectrasite.com
-- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. At September 30, 2002,
SpectraSite owned or managed approximately 20,000 sites,
including 7,999 towers primarily in the top 100 markets in the
United States. SpectraSite's customers are leading wireless
communications providers and broadcasters, including AT&T
Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and Voicestream.

The Company filed for chapter 11 protection on November 15,
2002. Andrew N. Rosenberg at Paul, Weiss, Rifkind, Wharton &
Garrison represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $742,176,818 in total assets and $1,739,522,826 in total
debts.


SPEIZMAN INDUSTRIES: SouthTrust Extends Credit Pact to March 31
---------------------------------------------------------------
Speizman Industries, Inc., (Nasdaq: SPZN) entered into a Fifth
Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
March 31, 2003. The credit facility as amended provides a
revolving credit facility up to $13.0 million and an additional
line of credit for issuance of documentary letters of credit up
to $6.0 million. The availability under the combined facility is
limited to a borrowing base as defined by the bank. The Company,
as of December 31, 2002, had borrowings with SouthTrust Bank of
$6.1 million under the revolving credit facility and had unused
availability of $1.3 million. The Fifth Amendment requires
monthly compliance on certain EBITDA targets through March 2003.

Paul R.M. Demmink, Vice President and Chief Financial Officer,
of Speizman Industries said, "We appreciate that SouthTrust
continues to be our financing partner. This extension allows us
time to continue negotiations with a new lender for a long-term
facility that will better reflect our financing needs over the
next several years."

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment. The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.


STANWICH FIN'L: Committee Can Pursue Fraudulent Transfer Claims
---------------------------------------------------------------
The United States Bankruptcy Court for the District of
Connecticut rules that the Official Committee of Unsecured
Creditors of Stanwich Financial Services Corp. may pursue
recovery of prepetition fraudulent transfer claims against:

      * Jonathan H. Pardee,
      * Carol P. Havican, Individually and as Trustee of the
           Jonathan H. Pardee Charitable Remainder Trust,
      * Ogden H. Sutro,
      * Virginia S. Morse, Individually and as Co-Trustee of the
           Dunbar Heeler Trust,
      * Peter M. Dodge, Individually and as Co-Trustee of the
           Dunbar Wheeler Trust,
      * Bear, Stearns & Co., Inc.,
      * First Union Capital Markets Corporation,
      * Hinckley, Allen & Snyder, LLP,
      * Cameron & Mittleman, LLP,
      * Scott A. Junkin, PC, and
      * RobinsonHumphrey Co., LLC

Lawrence S. Grossman, Esq., and James Berman, Esq., at Zeisler &
Zeisler in Bridgeport, representing the Pardee target
defendants; John F. Carberry, Esq., at Cummings and Lockwood in
Stamford, representing the Sutro target defendants; Scott D.
Rosen, Esq., at Cohn Brinbaum & Shea in Hartford, representing
Bear, Stears; and David B. Zabel, Esq. in Bridgeport,
representing Hinkley, Allen, urged Chief Judge Shiff to follow
the Third Circuit's lead in the Cybergenics case and dissolve an
April 16, 2002 court approved stipulation between Stanwich
Financial and the Creditors' Committee that allowed the
Committee to file an adversary proceeding to recover, on behalf
of the bankruptcy estate, certain transfers to the defendants
arising out of a prepetition transfer of stock.

The Target Defendants rely on the plain language of 11 U.S.C.
Secs. 506 and 544(b) to assert that the Committee lacks standing
because the bankruptcy code only authorizes a trustee or debtor
in possession to commence a fraudulent transfer claim.  They
argue that the language "the trustee may" used generally in the
bankruptcy code necessarily eliminates all other parties from
prosecuting a fraudulent transfer claim.

"That argument fails because the precise textual interpretation
of one section cannot and should not be blindly applied to
another," Chief Judge Shiff says, citing United States v.
Cleveland Indians Baseball Company, 532 U.S. 200, 217 (2001)
("statutory construction is a holistic endeavor . . . the
meaning of a provision is clarified by the remainder of the
statutory scheme when only one of the permissible meanings
produces a substantive effect that is compatible with the rest
of the law.") (quoting United Saving Assn. v. Timbers of Inwood
forest, 484 U.S. 365 (1988). See also Varity Corp. v. Howe, 516
U.S. 489, 519 (1995) (Thomas J., dissenting) ("We would have to
read [ERISA] Sec. 502(a)(3) in a vacuum . . . to find in
respondents' favor").

The respondents view the decision of the Court of Appeals for
the Third Circuit in In re Cybergenics, 2002 WL 31102712
(3rd Cir. Sept. 20, 2002) (holding that "a court may not
authorize a creditor or creditors' committee to bring suit under
Sec. 544 derivatively"), with favor (notwithstanding that that
decision has been vacated pending an en banc review on Feb. 19,
2003.)  Chief Judge Shiff doesn't agree with the Cybergenics
decision.

The respondents' narrow reading of
544(b) further
ignores Second Circuit precedent and upsets the equitable
balance struck by a holistic reading of the bankruptcy code,
Chief Judge Shiff opines.  The Bankruptcy Code has traditionally
served as a fulcrum to balance competing economic interests.  On
the one hand, those who extend credit seek the preservation of
their collateral in order to enforce the benefit of their
bargain. On the other, a broader public policy, recognizing the
social benefits of providing a fresh economic start to
financially distressed debtors, encourages, in the context of
chapter 11, rehabilitation by providing a reasonable opportunity
for a successful reorganization within a reasonable time. A
basic assumption that underlies American bankruptcy law is that
it is often preferable to encourage and facilitate
rehabilitation of businesses in financial trouble instead of
providing for liquidation only. From a broad perspective,
rehabilitation is better for the economy because it minimizes
unemployment and waste of business assets. It is much more
productive to use assets in the industry for which they were
designed instead of selling them as distressed merchandise in
liquidation sales. Also, rehabilitating a business is in the
best long-term interest of creditors and shareholders.  The core
objectives of bankruptcy cannot be achieved if those who would
otherwise be exposed to transfer avoidance actions, e.g., 11
U.S.C. Secs. 544, 547, 548, and 549, are insulated by the
reluctance or inability of a debtor-in-possession to commence
and prosecute such actions.  The derivative standing of an
Official Committee of Unsecured Creditors fills that void where,
as here, there is a reasonable basis for the action.

Stanwich Financial Services Corp., filed for chapter 11
protection on June 25, 2001, in the U.S. Bankruptcy Court for
the District of Connecticut (Bankr. Case No. 01-50831).  Robert
U. Sattin, Esq., at Reid and Riege, PC, in Hartford, represents
the Debtor.  The Committee, represented by Diedre A. Martini,
Esq., and Pamela B. Corrie, Esq., at Ivey Barnum & O'Mara, in
Greenwich, commenced an adversary proceeding (Adv. Pro. No.
02-05023) against a long list of alleged recipients of
fraudulent transfers on May 3, 2002.


STUDENT ADVANTAGE: Reservoir Capital Forgives About $6MM of Debt
----------------------------------------------------------------
Student Advantage, Inc., (Nasdaq: STAD) closed a series of
transactions that will reduce its total debt obligation to
Reservoir Capital Partners by approximately $6 million. John
Katzman, formerly a director of the company, has agreed to
pledge assets to Reservoir to secure $9.5 million of the current
indebtedness, and will receive a $1 million fee from the company
for the guaranty. Simultaneously, to avoid potential future
conflicts, Katzman resigned from the company's Board of
Directors as of the closing of the loan. The Reservoir lenders
have agreed to lend the company an additional $2 million and
have capped the prior debt at $9.5 million, forgiving $6.2
million of current debt. The company's total indebtedness to
Reservoir prior to these transactions was $15.7 million.
Subsequent to the transactions, the company's total indebtedness
to Reservoir is $11.5 million including the new $2 million loan.

The company's obligations to the Reservoir lenders and to
Katzman will bear interest at 12% annually, and will be due as
follows: $3.5 million is due on January 31, 2003, $4 million is
due on March 31, 2003 and the remainder is due on the July 1,
2003 maturity date.

                         Recent Events

As previously announced, the company received determinations
from the Nasdaq Staff indicating that it fails to comply with
the market value of publicly-held shares requirement for
continued Nasdaq National Market listing, and that its
securities are subject to delisting from the Nasdaq National
Market. The company also received notice on November 21, 2002
from the Staff that the company did not comply with the minimum
$10 million stockholders' equity requirement for continued
inclusion in the Nasdaq National Market. The company has
appealed the Staff's determination to the Nasdaq Listing
Qualifications Panel and a hearing before the Panel is scheduled
for Friday, January 10, 2003. There can be no assurance of the
results of the hearing.

The company is continuing discussions with a group of existing
stockholders including its president and chief executive officer
regarding a possible acquisition of the company or assets of the
company. The company is also pursuing other strategic
alternatives.

Student Advantage, Inc., (Nasdaq: STAD) is a leading integrated
media and commerce company focused on the higher education
market. Student Advantage works with more than 1,000 colleges,
universities and campus organizations, and more than 15,000
merchant locations to develop products and services that enable
students to make purchases less expensively and more
conveniently on and around campus. The company's university and
business relationships allow it to sell campus-specific consumer
products and licensed collegiate sports memorabilia directly to
parents, students and alumni. The company reaches its consumer
base offline through the Student Advantage Membership and Campus
Services and online through its highly-trafficked Web sites
http://www.studentadvantage.com http://www.CollegeClub.comand  
http://www.CollegeSports.comthe hub site for its Official  
College Sports Network.


TANDYCRAFTS INC: Completes Asset Sale Transaction with Newcastle
----------------------------------------------------------------
Tandycrafts, Inc., (OTC Pink Sheets: TACR) together with its
wholly owned subsidiaries Tandyarts, Inc., and TAC Holdings,
Inc., a leading manufacturer and distributor of photo frames,
wall decor and other accents for the home decor market,
consummated the sale of substantially all of its assets
(together with the assumption of certain liabilities), under
Section 363 of the Bankruptcy Code, to an affiliate of Newcastle
Partners, L.P., a Dallas based investment fund. The purchase
price for the sale of the assets, which was approved in mid-
December by the Delaware Bankruptcy Court administering
Tandycrafts' chapter 11 cases, was $22,650,000 (plus assumed
liabilities). Approximately $20,400,000 was paid to satisfy
obligations of certain pre-petition secured creditors of
Tandycrafts. The New Company will operate the business under the
name of Pinnacle Frames and Accents, Inc.

With the completion of the sale, Tandycrafts expects to file
shortly with the Bankruptcy Court a chapter 11 plan of
liquidation that will distribute remaining sale proceeds (after
appropriate holdbacks for ongoing costs of administering the
chapter 11 cases) and any other remaining estate assets to
creditors in accordance with the requirements of the Bankruptcy
Code. It is expected that there will be no distributions to
Tandycrafts' common stockholders under such plan and that all
such common stock will be cancelled.

Michael J. Walsh, the Chairman and Chief Executive Officer of
Tandycrafts who will lead the operations of Pinnacle as its
President and Chief Executive Officer, said: "We are extremely
pleased to have consummated this sale with Newcastle Partners.
We would like to acknowledge the support and loyalty of our
customers, vendors and fellow associates during Tandycrafts'
chapter 11 cases without which this sale would not have been
possible."


TELEGLOBE INC: BCE Transfers Teleglobe Shares to E&Y Subsidiary
---------------------------------------------------------------
BCE Inc., (TSX, NYSE: BCE) transferred all of the issued and
outstanding shares in Teleglobe Inc., to 6038441 Canada Inc., a
wholly owned subsidiary of Ernst & Young Inc.

The shares, being 255,188,014 common shares and 40,000,000
fourth series preferred shares in the capital of Teleglobe, were
sold by BCE and certain affiliates for nominal consideration on
December 31, 2002. The sale was approved by the Ontario Superior
Court of Justice on November 25, 2002.

Ernst & Young Inc., is the court appointed Monitor with respect
to the proceedings relating to Teleglobe under the "Companies'
Creditors Arrangement Act".

BCE is Canada's largest communications company. It has 25
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, the
leading Canadian daily national newspaper and Sympatico.ca, a
leading Canadian Internet portal. As well, BCE has extensive e-
commerce capabilities provided under the BCE Emergis brand. BCE
shares are listed in Canada, the United States and Europe.


TELEPANEL SYSTEMS: Net Capital Deficit Widens to C$14 Million
-------------------------------------------------------------
Telepanel Systems Inc. (OTCBB:TLSXF) (TSX:TLS), a world leader
in electronic shelf label systems for retail stores, announced
financial results for the third quarter ended October 31, 2002
(all results are stated in Canadian Dollars).

For the nine months ended October 31, 2002, revenue decreased to
$1,887,390 as compared to $2,319,213 over the same period last
year, while the contribution from sales increased to $1,051,687
from $949,107. For the nine month period ended October 31, 2002,
the loss before amortization, interest and under noted items
decreased to $641,931 from $1,488,508 for the comparative period
last year and decreased to $221,192 from $277,651 for the three-
month period ended October 31, 2002 and 2001. The lower loss and
the increased contribution from sales reflects the proactive
undertaking to streamline and make the organization more
efficient, as well as a focus on higher margin products. The
loss for the nine-month period ended October 31, 2002, was
$3,059,797 as compared to a loss of $4,356,402 for the
corresponding period in 2001.

At October 31, 2002, Telepanel Systems' balance sheet shows a
total shareholders' equity deficit of about $14 million.

"Despite the drop in sales, we have increased the contribution
from sales and decreased our loss from operations before
interest and depreciation in the nine month period ended by
almost $850,000 and the quarterly operating loss before interest
and depreciation by over $50,000." stated Garry Wallace,
President and CEO of Telepanel Systems Inc.  Wallace added, "The
reduction in our loss for these periods is attributable to the
action we took to restructure the company, to focus on higher
margin products and to enhance our own capabilities by engaging
more resellers and business partners. We are continuing our
business strategy of sizing the company to better fit the
current opportunities and remain committed to opening the
potential of this huge ESL market."

Telepanel is a leader in developing wireless electronic shelf
labelling systems for retail stores. Telepanel ESLs are placed
on the edge of store shelves to show a product's price and other
information. Prices are changed by a radio communications link
from the store's product database, to provide rapid, accurate
pricing updates.

Telepanel's systems are integrated with the leading 2.4 GHz RF
LANs which allows retailers to take advantage of their
investment in IEEE-standard in-store RF networks and extend
their use to electronic shelf labels.

Telepanel wireless ESLs are installed throughout the United
States, Canada, and Europe, with such premier supermarket chains
as Adam's Super Food Stores, A & P, Stop & Shop, Big Y,
Reasor's, Doll's, Brown's, Stew Leonard's, Grand Union,
Wakefern, Berks, Ellington, Port Richmond, Champion, Leclerc,
Intermarche, SPAR, and Super U, and at Universal Studios,
Hollywood.


THOMAS STANLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Stanley Grading & Hauling, Inc.
        1201 NC Highway 68
        Stokesdale, North Carolina 27357

Bankruptcy Case No.: 02-13835

Type of Business: Construction management company

Chapter 11 Petition Date: December 12, 2002

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, LLP
                  121-B S. Elm St.
                  P.O. Box 3324
                  Greensboro, North Carolina 27402-3324
                  Tel: 336-274-4658

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Mainline Supply Co., LLC                              $175,760

Vulcan Materials Company                               $97,587

Gastown Oil Company, Inc.                              $68,819

APAC-Carolina, Inc.                                    $53,919

Carolina Tractor, Inc.                                 $51,916

Senn, Dunn, Marsh & Roland, Inc.                       $47,794

Hydro Conduit, Inc.                                    $42,794

Unicorn Concrete, LLC                                  $38,715

Tindall Corporation, Inc.                              $36,500

Erie Insurance Group                                   $35,449

Blue Ridge Drilling, Inc.                              $30,000

LB Smith, Inc.                                         $29,707

Carolina PreCast Concrete, Inc.                        $27,643

Loflin Concrete Co., Inc.                              $26,229

Greensboro Pipe Company, Inc.                          $21,133

MBNA America                                           $20,847

Martin Marietta, Inc.                                  $19,818

CA Woods Grading & Paving                              $15,173

Chandler Concrete Company, Inc.                        $13,773

PSI, Inc.                                              $11,291


TRI-STATE OUTDOOR: Georgia Court Confirms Amended Reorg. Plan
-------------------------------------------------------------
On April 25, 2002, certain holders of Tri-State's 11% Notes due
2000, filed an involuntary bankruptcy petition against the
Company in the United States Bankruptcy Court for the Middle
District of Georgia, Case No. 02-70596, pursuant to Section 303
of the Bankruptcy Code. On April 26, 2002, Tri-State Outdoor
Media Group consented to the entry of an order for relief. On or
about May 14, 2002, the United States Trustee appointed an
official committee of unsecured creditors pursuant to Bankruptcy
Code Section 1102. During the period of reorganization, the
Company has continued to operate its business and manage its
properties as a debtor-in-possession.

On November 13, 2002, the Creditors' Committee submitted an
Amended Disclosure Statement for the Amended Plan of
Reorganization Proposed by the Official Committee of Unsecured
Creditors and also filed the Amended Plan of Reorganization
Proposed by the Official Committee of Unsecured Creditors.  On
October 28, 2002, the Company had filed a competing plan of
reorganization and disclosure statement, but decided to forego
proceeding with its plan of reorganization. A hearing on the
confirmation of the Plan was held on December 19, 2002, and the
order confirming the Plan was entered on December 23, 2002.
Under the terms of the Confirmation Order, certain conditions
precedent, which were set forth in the Plan and the Confirmation
Order, existed to the effectiveness of the Plan.

As used in the Plan and the Confirmation Order, the term
"Effective Date" means the later of (i) twenty (20) days after
entry of Confirmation Order or (ii) the first business day
following satisfaction of the conditions precedent to the
Effective Date specified in Section 13.2 of the Plan, unless
otherwise waived as provided in the Plan. Among other things,
the Plan will result in the surrender of all instruments
evidencing or securing an impaired claim to the Company on the
Effective Date, the surrender of all allowed Senior Note Claims
(as defined in the Plan), the extinguishment of the Company's
common stock existing prior to the Effective Date and the
issuance of new shares of common stock of Tri-State Outdoor
Media Group, Inc., all as provided in the Plan.


UNITED AIRLINES: Asks Court to OK Payment of Prepetition Taxes
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the Court's
authority to pay Sales and Use Taxes, Transportation Taxes, Fees
and Passenger Facility Charges pursuant to Sections 105(a),
507(a)(8) and 541 of the Bankruptcy Code.  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, explains that in the
ordinary course of their businesses, the Debtors collect and pay
various sales, use and fuel taxes.  Specifically, the Debtors:

(a) collect fuel, Value Added Taxes and sales taxes from their
     customers for various taxing authorities and incur use,
     liquor, gross receipts and fuel taxes, which must be paid
     to taxing authorities -- Sales and Use Taxes;

(b) collect from their customers, for various taxing
     authorities, excise taxes on the amount paid for air
     transportation -- Transportation Taxes;

(c) are charged fees, including the Aviation Security
     Infrastructure Fee, overflight fees and landing and other
     access fees, licenses, airport performance bond-related
     obligations (excluding municipal bonds), and other similar
     charges and assessments by various taxing and licensing
     authorities and collect customs, immigration, security and
     inspection fees from their customers; and

(d) collect fees on passenger tickets charged by domestic and
     foreign airports for general passenger facilities at such
     airports -- Passenger Facility Charges or PFCs.

As of October 31, 2002, the Debtors owed approximately
$34,400,000 of Sales and Use Taxes incurred or collected from
prepetition sales had not yet been paid to the Authorities.  The
Debtors estimate that the amount of prepetition Transportation
Taxes owing to the Authorities as of October 31, 2002, is
approximately $130,000,000.  Of this approximately $130,000,000,
approximately $54,300,000 is for federal transportation taxes
(which includes $3,100,000 owed by United Loyalty Services,
Inc.), approximately $16,600,000 is for federal segment taxes,
approximately $10,900,000 is for federal departure and arrival
taxes, approximately $500,000 is for federal freight taxes and
approximately $47,700,000 is for foreign transportation and
departure taxes.

The Debtors estimate that the amount of prepetition fees owing
to the Authorities as of October 31, 2002, is approximately
$81,000,000, which consists of:

  $32,400,000 -- landing fees
  $17,100,000 -- U.S. federal security fees
  $10,100,000 -- foreign passenger fees
   $7,300,000 -- U.S. immigration fees
   $5,100,000 -- overflight charges
   $3,000,000 -- Aviation Security and Infrastructure Fees
   $2,200,000 -- federal customs fees
   $2,200,000 -- foreign airport use charges
   $1,400,000 -- Animal and Plant Health Inspection Service Fee
     $200,000 -- foreign customs fees, foreign noise fees, and
                 airport performance-related bonds

As of the Petition Date, the Debtors had collected PFCs from
prepetition tickets that had not yet been paid to the
Authorities.  The Debtors estimate that the total amount of
prepetition PFCs collected as of October 31, 2002, was
approximately $23,000,000.

According to Mr. Sprayregen, payment is authorized under Section
105 of the Bankruptcy Code and the Doctrine of Necessity.
Section 105(a) provides that:

  "[t]he court may issue any order, process, or judgment that is
  necessary or appropriate to carry out the provisions of this
  title." 11 U.S.C. Section 105(a).

The purpose of Section 105(a) is "to assure the Bankruptcy
Court's power to take whatever action is appropriate or
necessary in aid of the exercise of its jurisdiction."  2
Collier, Bankruptcy Paragraph 105.01, at 105-5-6 (15th ed.
2000).  Thus, Section 105 essentially codifies the Court's
inherent equitable powers.  See Management Tech. Corp. v. Pardo,
56 B.R. 337, 339 (Bankr. D.N.J. 1985) (court's equitable power
derived from Section 105 of the Bankruptcy Code).

Furthermore, in many states that have laws providing that the
Sales and Use Taxes, Transportation Taxes, Fees or PFCs
constitute "trust fund" taxes, certain officers and directors of
the collecting entity may be held personally liable for the
payment of the funds to Authorities.  To the extent any accrued
Sales and Use Taxes, Transportation Taxes, Fees or PFCs of the
Debtors were unpaid as of the Petition Date in the
jurisdictions, the Debtors' officers and directors may be
subject to lawsuits in the jurisdictions during the pendency of
these cases.

Potential lawsuits would prove extremely distracting for the
Debtors, the named officers and directors whose attention to the
Debtors' reorganization process is required, and this Court,
which might be asked to entertain various motions seeking
injunctions regarding potential state court actions.  In
addition, the threat of personal liability in a lawsuit could
cause the officers and directors to resign.  Resignations at
this time would be disruptive to the Debtors' reorganization
efforts and detrimental to the preservation of the estates.

Mr. Sprayregen explains that payment of the Sales and Use Taxes,
Transportation Taxes, Fees and PFCs will avoid potential
administrative difficulties and the interruption of the Debtors'
business activities.  If the Debtors do not pay these amounts,
the Authorities may attempt to suspend the Debtors' business
operations, file liens, seek to lift the automatic stay and
pursue other remedies that will harm the estates if the Sales
and Use Taxes, Transportation Taxes, Fees and PFCs are not paid
in a timely manner.  Furthermore, the Debtors believe that some,
if not all, of the Authorities will cause the Debtors to be
audited if the Debtors do not pay the amounts.  Audits will
unnecessarily divert the Debtors' attention away from the
reorganization process.  In addition, at many airports,
companies operating an airline are required to post airport
performance bonds to secure performance of obligations at the
relevant airport. (United Airlines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports United Airlines' 9.00% 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.


US AIRWAYS: Training Instructors Ratify Cost-Saving Agreement
-------------------------------------------------------------
US Airways' flight crew training instructors, represented by the
Transport Workers Union, ratified their agreement on the
company's restructuring plan.

Tentative agreements for the three TWU groups -- flight crew
training instructors, simulator engineers and dispatchers --
were reached in mid- December. The simulator engineers ratified
their agreement last Friday and the dispatchers are expected to
vote on the tentative agreement by early next week.

"This is yet another example of the commitment our employees
have to the long-term success of US Airways. Together we have
taken another step in the right direction," said Jerry A. Glass,
US Airways senior vice president of employee relations.

The US Airways Air Line Pilots Association (ALPA) Master
Executive Council (MEC), with approximately 4,000 members,
ratified their tentative cost-savings agreement on Dec. 14,
2002. Since then, tentative agreements have been reached with
all other labor unions. In addition to ALPA and TWU, US Airways
employees are represented by the Association of Flight
Attendants (AFA), with approximately 7,500 members; the
Communications Workers of America (CWA), with approximately
6,300 members (representing reservations sales representatives;
airport ticket counter and gate agents); the International
Association of Machinists (IAM), with approximately 11,100
members (Locals 141 and 141-M, representing fleet service
workers and mechanics and related), and the TWU. All other labor
groups are expected to vote on their agreements by Jan. 10,
2003.

US Airways Inc.'s 9.625% bonds due 2003 (U03USR1), DebtTraders
reports, are trading at about 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U03USR1for  
real-time bond pricing.


WARNACO GROUP: Court Approves Settlement with Banco Nacional
------------------------------------------------------------
Pursuant to Federal Rule 9019(a), The Warnaco Group, Inc., and
its debtor-affiliates obtained the Court's authority to enter
into a settlement agreement with Banco Nacional de Comercio
Exterior, S.N.C., under these terms:

    (a) The Huejotzingo Lease will be deemed terminated as of
        April 22, 2002;

    (b) Warnaco will pay the outstanding rent due under the
        Huejotzingo Lease in the total amount of $104,487,
        together with $8,000 for the cost of an engineer's
        report prepared in connection with Warnaco's exit from
        the Hujotzingo Facility, and will complete certain
        required repairs identified in the engineers' report;

    (c) the Huamantla Lease and the Tetla Lease will be amended
        to terminate on July 31, 2005 and Warnaco, the Initial
        Term, at its sole discretion, may extend the Initial
        Term, in the first instance, for a period of one to
        three years, and, thereafter, for seven successive
        renewable three-year terms, provided that Warnaco gives
        at least 12 months prior written notice of any
        extension;

    (d) during the Initial Term, the rent payable under the
        Huamantla and Tetla Leases will be at a discount of
        19.2% less than the rent provided for in the existing
        Leases, and the rent during any renewable term will be
        at the rate set forth in the existing Leases;

    (e) the Warnaco Guaranty will be amended to secure the
        obligations of Vista de Huamantla, S.A. de C.V. and
        Centro de Corte de Tetla, S.A. de C.V. under the Amended
        Leases;

    (f) Banco Nacional will withdraw the Banco Nacional Claim,
        and, in exchange of the foregoing, Banco Nacional will
        have an allowed unsecured claim in the amount of
        $9,500,000 in Warnaco's Chapter 11 case; and

    (g) Warnaco and Banco Nacional will exchange mutual
        releases.

As previously reported, Banco Nacional owned three pieces of
property and manufacturing facilities in the Mexican
municipalities of Huejotzingo, Huamantla and Tetla.  In
October 1998, Warnaco's non-debtor Mexican subsidiaries, Vista
de Pueblo, S.A. de C.V., Vista de Huamantla, S.A. de C.V. and
Centro de Corte de Tetla, S.A. de C.V., entered into a lease
agreement with Banco Nacional for the three facilities for an
initial term of 20 years with options to renew for another ten
years.

To guaranty the payment of rent, J. Ronald Trost, Esq. at Sidley
Austin Brown & Wood, LLP in New York, explains, Warnaco executed
a Guaranty in favor of Banco Nacional.  Banco Nacional has also
entered into a Credit Agreement on November 17, 1998 for the
benefit of the Mexican Subsidiaries to finance the construction
of the Facilities.  Under the Credit Agreement, Mr. Trost
continues, amounts paid for rent and other amount due and owing
under the Leases were applied to amortize the amounts due and
owing under the Credit Agreement.

Under the Lease, the rent may be accelerated and become
immediately due in the event of default. Banco Nacional will
also have the right to terminate all the Leases and forfeit the
Facilities.

The Warnaco Group, Inc., and its debtor-affiliates defaulted
under the Leases, when in late 2000, the Debtors decided to
close the Huejotzingo Facility and on June 11, 2001, the Debtors
filed Chapter 11 protection, thus, triggering the Warnaco
Guaranty.

Accordingly, on January 4, 2002, Banco Nacional filed a proof of
claim, Claim No. 01846, in the amount of $473,760,649 plus
$1,000,000 in attorneys' fees.  However, the Debtors believe
that, at least of the next several years, the Huamantla and
Tetla Facilities are crucial to the Debtors' business operation.
(Warnaco Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Seeks Fifth Lease Decision Period Extension
----------------------------------------------------------------
Wheeling-Pittsburgh and its debtor-affiliates, represented by
Karen A. Visocan, Esq., at Calfee Halter & Griswold LLP, in
Cleveland, Ohio, ask Judge Bodoh to further extend their
deadline to assume, reject, or assume and assign unexpired
leases of non-residential real property to and including May 7,
2003.

Under the provisions of the Bankruptcy Code, debtors must cure
any defaults that exist under the leases for Leased Properties,
at the time of any assumption thereof, which requirement has
obvious significant financial consequences as to the amount of
administrative expenses incurred or to be incurred by Debtors'
estates.  Since the Petition Date, the Debtors have been dealing
with a multitude of complex supply, employee and contract issues
that typically arise in large and complicated Chapter 11 cases.  
Simultaneously, the Debtors have been stabilizing operations and
working towards the ultimate goal of constructing a plan of
reorganization by working diligently to determine whether any
third parties have an interest in acquiring all or a part of the
Debtors or their facilities and investigating thoroughly various
possible reconfigurations of the Debtors' business that would
support continued operation as a stand alone business.

Since the last extension was granted, the Debtors have made
substantial progress toward a reorganization of their
businesses, citing as a specific example the Debtors' motion to
amend and perform under Amendment No. 8 to the Debtor-in-
Possession Credit Agreement. Furthermore, the Debtors point out
that they have filed a Plan and Disclosure Statement on
December 20, 2002, and expect to consummate that plan on or
before March 20, 2003.

Accordingly, as the next four months are critical months in
terms of the success or failure of the Debtors' reorganization,
Ms. Visocan concludes that the Debtors need more time to decide
whether to assume or reject unexpired leases in a manner that is
consistent with their reorganization plans.

The sheer size and volume of these Chapter 11 cases and the
complex nature of the reorganization issues involved justify a
further extension of the period to assume or reject an unexpired
lease of nonresidential property for "cause" because:

         (i) the decision to assume or reject the Leased
             Properties is central to the Debtors' plan or
             plans of reorganization;

        (ii) the Debtors have not had the time necessary to
             intelligently appraise their financial situation
             and the potential value of their assets in terms
             of the formulation of a plan of reorganization;

       (iii) the Leased Properties constitute a number of
             business properties and Debtors need additional
             time to determine whether to assume or reject these
             leases; and

        (iv) the Debtors have complied with all their
             postpetition obligations under the leases for the
             Leased Properties in accordance with the Bankruptcy
             Code.  Furthermore, the Debtors are paying their
             postpetition debts as they become due, are
             negotiating in good faith with their creditors,
             have kept the Official Committees fully apprised
             of their work and progress towards reorganization,
             and are not seeking the extension to pressure
             creditors into accepting an unsatisfactory plan.

                 SunTrust Bank's Limited Objection

SunTrust Bank is the successor-in-interest to Crestar Bank as
Indenture Trustee.

SunTrust Bank wants to clarify that, to the extent that its
lease involved in the industrial development revenue bond
funding, which SunTrust as Indenture Trustee is a party,
constitutes a true lease and not a secured financing, the
Debtors have not complied with all of their postpetition
obligations.

According to Victoria E. Powers, Esq., and Eric M. Stoller,
Esq., at Schottenstein Zox & Dunn Co., LPA, in Columbus, Ohio,
SunTrust serves as Indenture Trustee under an Indenture dated
September 1, 1999, between the Director of the State of Nevada
Department of Business and Industry, and the Indenture Trustee,
relating to the issuance of $3,100,000 Industrial Development
Revenue Bonds (Wheeling-Pittsburgh Steel Corporation Project)
Series 1999A, and $400,000 Industrial Development Revenue Bonds
(Wheeling-Pittsburgh Steel Corporation Project) Taxable Series
1999B.  The proceeds of these Bonds were loaned by the Director
to FBW Leasecorp, Inc., a Maryland corporation, under a
Financing Agreement dated September 1, 1999, between the
Director and FBW.

By the terms of the Financing Agreement, FBW agreed to lease a
project consisting of the acquisition, construction, improvement
and equipping of a manufacturing facility in Churchill County,
Nevada, to the Debtors as users of the Project.

Under the Lease, the Debtors are required to make monthly rental
payments consisting of payments required to service debt on the
Bonds. This Lease appears to be included in the Debtors'
Extension Request. While the Indenture Trustee has sought this
clarification before, the Court has granted the extensions, but
has included a clarification in response to SunTrust's
objection, and SunTrust wants to continue that tradition.

The Indenture Trustee does not otherwise object to the extension
requested.

           First Union Bank Also Seeks Clarification

First Union National Bank as Indenture Trustee is also
represented by Ms. Powers and Mr. Stoller.  First Union makes a
limited objection to the Debtors' requested extension on the
same basis as that of SunTrust. Like SunTrust, First Union is an
Indenture Trustee under an Indenture dated as of April 1, 1999,
between the Industrial Development Authority of Greensville
County, Virginia, and the Indenture Trustee, relating to the
issuance of $4,500,000 Industrial Development Revenue Bonds
(Wheeling-Pittsburgh Steel Corporation Project) Series 1999A,
and $180,000 Industrial Development Revenue Bonds (Wheeling-
Pittsburgh Steel Corporation Project) Taxable Series 1999B.  
These bonds were issued primarily to finance and refinance the
acquisition of real property in the County of Greenville,
Virginia, and the acquisition, construction and equipping of a
facility for the manufacturing of corrugated steel products on
the Site.  The Facility and Site were leased to the Debtors
under a Lease Agreement dated August 17, 1998, between the
Authority and the Debtors.

To the extent that its lease constitutes a true lease and not a
secured financing, First Union asserts that the Debtors have not
complied with all of their postpetition obligations. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WIRE ROPE: ERISA Terminations Allow 43.5% Dividend to Unsecureds
----------------------------------------------------------------
Wire Rope Corporation of America, Incorporated, maintains three
employee retirement plans covering 1,758 current and former
employees pursuant to provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). Wire Rope tells the U.S.
Bankruptcy Court for the Western District of Missouri that it
will be unable to successfully reorganize under Chapter 11 of
the Bankruptcy Code and will be unable to continue in business
outside the Chapter 11 reorganization process if the retirement
plans are not terminated.

The Official Committee of Unsecured Creditors supports the
Debtor's request, as does HSBC Business Credit (USA), Inc.,
(as agent for itself, National Bank of Canada, and GMAC Canada
Ltd.) the Debtor's primary pre-petition secured lender and the
lender providing the Debtor's post-petition debtor-in-possession
financing. John P. (Jack) Barclay, the largest shareholder of
the company and a major creditor, initially filed written
Objections to the Motion but at hearing last month announced
that he would not oppose the Motion.

The Pension Benefit Guaranty Corporation ("PBGC") filed a
written Response in which it did not oppose the distress
termination of the retirement plans, but asked the Court to
require the Debtor to present evidence of the factual and legal
grounds for termination so as to enable the Court to make the
necessary determinations to meet ERISA's strict criteria for
distress terminations.

United Steelworkers of America Locals 5783 and 1303, the unions
that represent the Debtor's organized employees, did not file
any responsive pleadings and stated that they did not oppose the
termination of the retirement plans.

The Court held a hearing on the Motion in Kansas City, Missouri,
on December 6, 2002.  Only the Debtor presented evidence.
Because of the potential that substantial additional liabilities
will be incurred if the retirement plans are not terminated
before the end of 2002, the Debtor, the Creditors' Committee,
and HSBC urged the Court to rule the Motion before December 31,
2002. After hearing the evidence and the statements of counsel,
the Court took the matter under advisement.

Judge Venters says that he is firmly convinced that the Debtor
cannot reorganize in Chapter 11 and cannot continue to operate
successfully outside Chapter 11 unless the retirement plans are
terminated, as requested by the Debtor and provided by ERISA.  
Therefore, the Court will grant the Debtor's Motion, thereby
allowing the Debtor to proceed with termination of the
retirement plans effective on December 31, 2002, pursuant to the
PBGC's guidelines and criteria.

Patrice Beckham, the consulting actuary for the Plans for the
last 12 years, calculated the potential termination shortfall.  
Based on total Plan assets of $45.1 million on November 22,
2002, Ms. Beckham estimated the Plans' liabilities on December
31, 2002, are underfunded by no less than $6.3 million using a
10% discount rate, $21.8 million using a 7% discount rate, and
$37 million using the published PBGC discount of 5.30% for
the first 25 years and 4.25% for all additional years.

Next, and more important to the Court's decision, Ms. Beckham
projected the cash contributions that would be required to meet
statutory minimum funding requirements through 2006 should the
Debtor continue with the Retirement Plans (i.e., if they are not
terminated).  Assuming a midpoint investment return of 7.1% for
2003 through 2005, and making other assumptions that generally
assume the continuation of the Plans without change, Ms. Beckham
projected that the Debtor would be required to make cash
contributions to the Plans totaling $20.7 million through the
year 2006.

Ira Glazer, an outside consultant who has served as the Debtor's
chief restructuring officer and chief executive officer during
the bankruptcy proceedings, testified that this projected $20.7
million minimum funding requirement over the next four years
would prevent the Debtor from attracting long-term financing to
enable it to exit from Chapter 11, would effectively prohibit
the Debtor from attracting necessary equity investors, and would
prevent the company from surviving outside bankruptcy, even
assuming it could attract the financing and equity investments
necessary to enable it to obtain confirmation of a
reorganization plan and emerge from the bankruptcy process.  Mr.
Glazer testified that, based on his experience in this and other
similar cases, the uncertainty of the Debtor's liability for the
Retirement Plans would prevent the Debtor from obtaining
necessary financing and equity investment because the minimum
funding contributions -- whether $20.7 million or some greater
or lesser amount -- will have to be paid over the next four
years if the Plans are not terminated now.  Douglas Bury, the
loan officer who has handled the Debtor's loan for HSBC, the
Debtor's primary pre- and post-petition secured lender,
testified that HSBC will not continue financing the Debtor
unless the Retirement Plans are terminated.  HSBC is not a
candidate to provide long-term financing for the Debtor post-
confirmation.  Mr. Bury testified that, in his opinion, the
Debtor will not be able to obtain other financing unless the
Retirement Plans are terminated.

Likewise, potential equity investors are not willing to consider
a recapitalization of the Debtor unless the Plans are
terminated.  Mr. Glazer testified that, in order to successfully
reorganize, the Debtor will have to have a minimum equity
investment of $10 million. The managing partner of one entity
interested in a possible equity investment wrote that "the
potential uncertainty around these liabilities would make it
impossible for us to proceed with a definitive proposal to
recapitalize" the Debtor.  Another equity investor took a
similar position. Even assuming the Debtor could obtain new
long-term financing and the necessary $10 million equity
infusion, Mr. Glazer testified that the company's earnings would
be insufficient to enable the Debtor to meet the minimum funding
requirements for the Plan.  In drafting a plan of
reorganization, Mr. Glazer has projected "free cash flow" --
that amount remaining after debt service required by the
proposed plan -- at:

           For the Calendar Year    Projected Free Cash Flow
           ---------------------    ------------------------
                  2003                     $2,746,010
                  2004                     $3,447,606
                  2005                     $4,585,775

These free cash flow calculations will fund payments of $1
million a year for each of the next 10 years to pay general
unsecured creditors' claims under the Debtor's current draft
plan.  The final draft may deliver some type of equity interest
in the company to unsecured creditors at the end of the 10
years, though that feature of the plan has not yet been finally
determined.  Mr. Glazer estimated at the Dec. 6 hearing that the
general unsecured claims, including an estimated termination
liability of $8 million to the PBGC, will be $23 million.  Thus,
the plan would propose to pay the general unsecured creditors,
including the PBGC, approximately 43.5% of the amount of their
claims. The Debtor's Plan of Reorganization presently is due to
be filed by February 10, 2003.

Wire Rope Corporation of America, Incorporated's chapter 11
proceeding pends before the United States Bankruptcy Court for
the Western District of Missouri (Bankr. Case No. 02-50493-JWV).


WORLD WIDE WIRELESS: Fails to Beat SEC Form 10-K Filing Deadline
----------------------------------------------------------------
World Wide Wireless Communications, Inc., has advised the SEC of
a delay in the filing of its year end financial statements.  The
Company has cited as reason that due to a recent change in
holdings in the subsidiary and a lack of cooperation of the
subsidiary's management, completion of the year end closing and
audit has taken longer than anticipated. As a result, the filing
could not be made within the prescribed time period. The Company
anticipates that the annual report will be filed on or before
the fifteenth calendar day following the prescribed due date.

At June 30, 2002, World Wide Wireless' balance sheet shows a
total shareholders' equity deficit of about $9 million.


WORLDCOM INC: Pulling Plug on 36 Telecommunications Circuits
------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained
authority from the Court to reject Service Orders associated
with Telecommunications Circuits from these Service Providers:

                                          No. of
          Service Provider               Circuits
          ----------------               --------
          Progress Telecom                   4
          TWC                               24
          Universal Access                   4
          NTS                                1
          MBO Video                          1
          Norlight                           2

Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that the Debtors purchase certain
telecommunications services pursuant to various master service
agreements entered into with certain competitive access
providers.  These services are purchased by entering into a
contract known as a service order.  The service orders provide
point-to-point long haul capacity or intra-LATA capacity.

Since the Petition Date, Ms. Fife states that the Debtors have
reviewed the operating capacity of its network.  This network
rationalization process is an ongoing, integral component of the
Debtors' long-range business plan.  The Debtors determined that
it does not require the capacity relating to 36 circuits
purchased through service orders under the MSAs.  In determining
to reject the Service Orders, the Debtors considered network
overcapacity, costs, overlap and other inefficiencies, as well
as its' ability to move traffic to alternative circuits in a
more cost-effective manner.

In the course of reviewing their network capacity needs and
costs, the Debtors analyzed the Circuits and determined that
that they are no longer of any value or utility to them.  Ms.
Fife admits that The Debtors currently have no traffic on the
Circuits purchased under the Service Orders.  The Service Orders
have monthly charges of $785,000.  Thus, the Circuits provided
under the Service Orders are unnecessary and costly to the
Debtors' estates.  By rejecting the Service Orders, the Debtors
save the estates $9,400,000 in administrative expense per annum,
or $21,000,000 for the remainder of the terms of the Service
Orders for capacity that the Debtors do not need or use.
(Worldcom Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

Worldcom Inc.'s 7.875% bonds due 2003 (WCOE03USR1), DebtTraders
reports, are trading at about 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


WORLDWIDE MEDICAL: Postpones Shareholders' Meeting Indefinitely
---------------------------------------------------------------
Worldwide Medical Corp., (OTC BB:WMED) -- http://www.wwmed.com
-- the exclusive manufacturer and marketer of First Check(TM)
branded home self-screening tests for drugs of abuse, alcohol,
cholesterol and colorectal disease, announced today that its
Annual Shareholders Meeting previously scheduled for Jan. 15,
2003 has been postponed indefinitely.

G. Wendell Birkhofer, acting CEO of Worldwide, explained: "In
November, after the announcement of our intention to hold the
Annual Shareholders Meeting in January 2003, our CEO and two of
our directors resigned for personal reasons.

"The remaining members of the board of directors would like
extra time to review candidates for the open board seats, and to
strategize about the company's management team in general. As a
result, they have decided to postpone the meeting until the
Spring of 2003 and will announce a new firm date as soon as
reasonably possible."

The company further announced that Daniel McGuire, who resigned
in November as president and CEO of the company, was removed
from the board of directors on Dec. 26, 2002, due to conflicts
of interest with existing creditors.

Worldwide Medical Corp.'s September 30, 2002 balance sheet shows
that total liabilities exceeded its total assets by about
$634,000.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981092/internetbankrupt   

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.

                          *********

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 ***