TCR_Public/030108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 8, 2003, Vol. 7, No. 5

                          Headlines

A NOVO BROADBAND: UST to Convene Creditors' Meeting on Jan. 27
ADVANCED GLASSFIBER: Wants to Continue Carl Marks' Engagement
ADVANCED TISSUE: Selling Nouricel Product Line to SkinMedica
AMERICAN TOWER: Selling MTN Unit to Management Group for $30MM
AMERICAN TRANS AIR: December Revenue Passenger Miles Up by 28.1%

ANACOMP INC: Narrows Working Capital Deficit to $7MM at Sept. 30
ANNUITY & LIFE: Asset Transfer Won't Affect Fitch's CCC Rating
AT&T WIRELESS: Eyes $436-Million from Federal Tax Refund Claim
BETHLEHEM STEEL: USWA Encouraged by Prospect of ISG Purchase Bid
BRIGHTPOINT INC: Board Adopts Corporate Governance Initiatives

BUDGET: Inks Stipulations Resolving Disputes with 3 Debt Traders
CELSION: Must Strengthen Cash Flow to Meet Obligations
CENTERPOINT ENERGY: Completes Distribution of Texas Genco Shares
CHILDTIME LEARNING: Oct. 11 Working Capital Deficit Tops $20MM
CONSECO INC: Court Fixes February 21, 2003 Claims Bar Date

CONSTELLATION 3D: Court Okays Hofheimer Gartlier as Attorneys
CONSTELLATION BRANDS: Reports Improved Results for Third Quarter
COVANTA ENERGY: Court Approves Aramark Settlement Agreement
CYBERADS INC: Needs Additional Funds to Continue Operations
DELTA AIR LINES: System Traffic Climbs 14.2% in December 2002

ELAN CORP: Appoints G. Kelly Martin as President and CEO
EMPIRIC ENERGY: Completes Purchase of Venture Energy Gas Wells
ENCOMPASS SERVICES: Honoring $3.8 Mill. of Customer Obligations
ENRON CORP: Court Extends ENA Plan Filing Exclusivity to Jan. 31
EXIDE TECHNOLOGIES: Appoints Biagio Vignolo as EVP and CFO

EXIDE TECH.: U.S. Trustee Amends Creditors' Committee Membership
EXTREME NETWORKS: Fiscal Q2 Net Loss Widens to $20 Million
EYE CARE CENTERS: S&P Rates $142M Sr. Sec. Credit Facility at B
FANSTEEL INC: Completes Asset Sale Transaction with Hancock Park
FLEXXTECH: Auditors Kabani & Company Express Going Concern Doubt

FURR'S RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
GENTEK INC: Committee Gets OK to Hire Morris Nichols as Counsel
GENUITY INC: Wins Nod to Employ Ordinary Course Professionals
GILAT SATELLITE: Soliciting Proxies for Noteholders' Meeting
GILAT SATELLITE: Expects to Firm-Up Debt Workout Plan in Q1 2003

GLOBAL CROSSING: Inks Contract with Premier Sourcing Partners
GRUMMAN OLSON: Section 341(a) Meeting Scheduled for January 16
HOLLINGER INC: Caps Retraction Price of Retractable Shares
HOUSTON CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
INSILCO TECHNOLOGIES: Taps Young Conaway as Bankruptcy Attorneys

INTEGRATED HEALTH: Rotech Has Until Apr. 14 to File Final Report
INTERLIANT: Completes Oracle Business Sale to SchlumbergerSema
JLG INDUSTRIES: Takes Actions to Downsize Ops. and Reduce Costs
KAISER: Wants Plan Filing Exclusivity Stretched Until April 30
LERNOUT: L&H NV Seeks Further Solicitation Exclusivity Extension

MAGNUM HUNTER RESOURCES: Increases Fourth Quarter 2002 Guidance
MED DIVERSIFIED: E.D.N.Y. Court Approves DIP Financing Agreement
METROMEDIA INT'L: Continues to Explore Asset Sales to Raise Cash
METROMEDIA INT'L: Elects Not to Declare Preferred Dividend
MICROCELL: Files Form 6-K Disclosing Confidential Information

MIDWAY AIRLINES: S&P Withdraws Pass-Through Certificate Ratings
MJ DESIGNS: US Trustee Names 5 Creditors to Official Committee
MOODY'S CORP: Names Douglas M. Woodham President of Moody's KMV
MOSAIC GROUP: Look for Schedules and Statements by January 22
NAT'L CENTURY: US Trustee Balks at Alvarez & Marsal's Engagement

NATIONAL WINE: S&P Puts B+ Corp. Credit Rating on Watch Negative
NCS HEALTHCARE: Omnicare Will Contribute to Escrow Fund
NORTHWEST AIRLINES: Reports 6 Bill. Dec. Revenue Passenger Miles
OWENS CORNING: Wants to Sell Southgate Facility for $4.25 Mill.
PEGASUS COMMS: Trading on Nasdaq Under Temporary Symbol 'PGTVD'

PERKINELMER INC: Will Publish Fourth Quarter Results on Jan. 27
PROBEX CORP: Independent Auditors Express Going Concern Doubt
RELIANCE GROUP: Liquidator Sells Virginia Property for $1.8 Mil.
RESTORAGEN: US Trustee Appoints 5-Member Creditors' Committee
RFS ECUSTA: Committee Taps Morris Nichols as Bankruptcy Counsel

SAFETY-KLEEN: Heritage-Crystal Sues Company for $400M in Damages
SAFETY-KLEEN: SEC Sues Company & 4 Former Officers for Fraud
SMTC CORPORATION: Lender Group Agrees to Amend Credit Facility
TAN CHECK INC: Case Summary & 20 Largest Unsecured Creditors
TECHNEST HOLDINGS: Working Capital Deficit Tops $2MM at Sept. 30

TEREX CORP: Marvin Rosenberg Retires from Company's Board
TEXEN OIL & GAS: Williams & Webster Express Going Concern Doubt
TYCO INT'L: Obtains Commitments for $1.5 Billion Credit Facility
TYCO INT'L: Selling $3.25BB of Ser. A & B Convertible Debentures
UNITED AIRLINES: Hires Piper Rudnick as Special Labor Counsel

U.S. PLASTIC LUMBER: Anticipates Strong Growth for 2003
US AIRWAYS: December Revenue Passenger Miles Slide-Down by 0.6%
US AIRWAYS: Glasgow Seeks Stay Relief to Commence Litigation
VENTAS INC: Sells $50 Million Senior THI Loan to GE Capital
VIZACOM INC: Neil M. Kaufman Discloses 7.5% Equity Stake

WESTPOINT STEVENS: S&P Affirms B/CCC+ Ratings Following Review
WILLIAMS: Ira D. Hall Resigns from Company's Board of Directors
WINSTAR COMMS: Court Fixes March 31 as Rejection Claims Bar Date
XCEL ENERGY: Will Host Q4 Earnings Conference Call on January 29

* Becker & Poliakoff Teams-Up with Genesis Technology

* Meetings, Conferences and Seminars

                          *********

A NOVO BROADBAND: UST to Convene Creditors' Meeting on Jan. 27
--------------------------------------------------------------
The United States Trustee will convene a meeting of A Novo
Broadband, Inc.'s creditors on January 27, 2003, at 10:00 a.m.,
in the J. Caleb Boggs Federal Building, 844 King Street, 2nd
Floor, Room 2112, in Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

A Novo Broadband, Inc., a company engaged primarily in the
repair and servicing of broadband equipment for equipment
manufacturers and operators of cable and other broadband systems
in North America, filed for chapter 11 petition on December 18,
2002.  Brendan Linehan Shannon, Esq., and M. Blake Cleary, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtor in
its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $12,356,533 in total
assets and $10,577,977 in total debts.


ADVANCED GLASSFIBER: Wants to Continue Carl Marks' Engagement
-------------------------------------------------------------
Advanced Glassfiber Yarns LLC, and its debtor-affiliates want to
continue employing:

    * Marc Pfefferle as Chief Restructuring Officer,
    * Gary Bernhardy as Chief Operating Officer, and
    * Mel Henson as Manager of Financial Processes and Reporting

under the terms of a Consulting Agreement with Carl Marks
Consulting Group LLC.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that Mr. Pfefferle, a Partner of Carl Marks, was
appointed pre-petition as CRO of the Debtors and Mr. Bernhardy,
a Managing Director of Carl Marks employed by Carl Marks on an
independent contractor basis, was appointed pre-petition as COO
of the Debtors.  Carl Marks and the Debtors agree that, in the
performance of their duties, Messrs. Pfefferle and Bernhardy and
other Carl Marks personnel report to and are subject to the
direction of the Board of Directors.

The Debtors wish to continue the prepetition employment of Carl
Marks to:

(a) review the Debtors' operations, assessment of preliminary
     strategic options and the development of a short to medium
     range restructuring plan;

(b) provide day-to-day senior management of the Debtors and
     their operations, including, without limitation, the
     preparation and execution of required SEC reports;

(c) work with current management to develop a short-term budget
     for presentation to lenders;

(d) analyze all areas of the Debtors' businesses;

(e) work to improve the Debtors' image and relationship with
     customers, vendors and lenders, as appropriate;

(f) undertake an immediate in-depth operational, financial and
     organizational analysis to better define issues and
     opportunities, and assess management;

(g) evaluate options and preparing an action plan to address
     the Debtors' financial condition and to implement that plan
     quickly where appropriate;

(h) develop an enterprise wide operational restructuring plan
     geared to support a proposed and agreed upon balance sheet
     restructuring;

(i) implement the restructuring plan, including any operational
     changes required to support any agreed upon financial
     restructuring;

(j) implement continued aggressive cost cutting across the
     Debtors' businesses and other EBITDA improvements;

(k) improve and/or refocus of marketing and sales as necessary
     and in concert with the development of strategic and
     marketing plans;

(l) work with Credit Suisse First Boston, the Debtors' proposed
     financial advisors, to complete balance sheet restructuring
     with constituents;

(m) modify the restructuring plan as appropriate, in order to
     develop a long term restructuring and strategic plan.

Mr. Henson will serve as the Debtors' Manager of Financial
Processes and Reporting.  Mr. Henson is retained by Carl
Marks as a consultant on an independent contractor basis and
reports to Messrs. Pfefferle and Bernhardy, who in turn report
directly to the Board.  Mr. Henson is not an officer of the
Debtors.

The Debtors desire to continue to avail themselves of the
consulting services being rendered to them by Carl Marks
pursuant to the Consulting Agreement because of Carl Marks's
familiarity with the Debtors and their operations, and their
extensive experience concerning restructuring of companies in
bankruptcy. The Debtors believe that if they are not permitted
to continue to employ Carl Marks the prospects for a successful
reorganization of the Debtors' estates will be significantly
impaired.

Carl Marks will receive:

     (i) $200,000 per month,

    (ii) $25,000 per month for the services of Mr. Henson for a
         two month period commencing on December 2, 2002 and for
         such longer period as may be required and approved by
         the Board, and

   (iii) a success fee of up to $500,000 payable at the sole
         discretion of the Board based on Carl Marks's results
         achieved.

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.


ADVANCED TISSUE: Selling Nouricel Product Line to SkinMedica
------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) entered into an
agreement to sell its NouriCel(TM) product line and related
intellectual property to SkinMedica, Inc., subject to the
approval of the bankruptcy court. The closing of the transaction
is also subject to satisfactory due diligence review by
SkinMedica as well as standard closing conditions.

Following bankruptcy court approval, SkinMedica will make a $5
million cash payment to Advanced Tissue Sciences and will issue
a $2 million, two-year, promissory note secured by the assets
purchased from Advanced Tissue Sciences. Those assets include
all Advanced Tissue Sciences' rights, title and interest in the
nutrient solution known as NouriCel(TM) and NouriCel-MD(TM),
related patents, trademarks and other related intellectual
property, equipment and inventory.

Specified existing obligations of SkinMedica will terminate,
including Advanced Tissue Sciences' right to acquire common
stock of SkinMedica and the companies' existing development,
license and supply agreement.

Because Advanced Tissue Sciences is operating under chapter 11
of the bankruptcy laws, the company will file a motion under
section 363 of the U.S. Bankruptcy Code to allow the sale of its
NouriCel business free and clear of liens and encumbrances. Such
a sale would provide an opportunity for other interested parties
to submit an overbid. In the event that an overbid is submitted
and approved, Advanced Tissue Sciences must pay a termination
fee to SkinMedica of $210,000.

Advanced Tissue Sciences continues to target early 2003 for the
submission of its formal plan of reorganization.


AMERICAN TOWER: Selling MTN Unit to Management Group for $30MM
--------------------------------------------------------------
American Tower Corporation (NYSE: AMT) intends divest its
wholly-owned subsidiary, Verestar Inc., during 2003, beginning
with the sale of a Verestar subsidiary.

The Company announced the signing of a letter of intent to sell
Maritime Telecommunications Network, a subsidiary of Verestar,
to MTN's management group and financial partners for
approximately $30 million in cash. The sale of MTN is expected
to close by the end of the first quarter 2003, subject to the
completion of definitive agreements and the satisfaction of
customary closing conditions. The proceeds from the sale will be
used to repay loans as required under the Company's secured
credit facilities. As a result of these activities, the Company
has designated Verestar Inc., as discontinued operations for the
fourth quarter 2002 and full year 2002, in accordance with
generally accepted accounting principles.

During 2003, the Company intends to divest the remaining portion
of Verestar, the financial impact of which, at a minimum, will
be the elimination of approximately $120 million of capital
lease obligations. Pending the terms of the final disposition,
American Tower may have additional financial guarantees of up to
$12 million for Verestar contractual obligations. As of
September 30, 2002, Verestar had net assets of approximately $50
million. This amount includes assets of $216 million and
liabilities of $166 million, including the capital lease
obligations, which previously were classified as long term
obligations. Throughout the divestiture process, the Company
will have a nominal, if any, commitment to invest additional
funds in Verestar.

Steve Dodge, CEO of American Tower and of Verestar, stated, "We
are pleased to have agreed to sell MTN to a management-led
group, and we wish them well with the company. This is an
important first step in reducing our exposure to Verestar, while
enabling us, at the same time, to realize proceeds from the MTN
sale.

"As to the remaining portion of Verestar, we applaud the efforts
of all of the employees at Verestar who have fought through a
very challenging year and we encourage them to continue those
efforts as they face new challenges and opportunities. It will
be their ability to drive additional revenue gains and to
further reduce expenses that will keep the remaining portion of
Verestar viable. While there is significant strategic and
financial sponsor interest in Verestar, it is the successful
completion of this work that will be the key to attracting fresh
capital into the company and setting the stage for its long-term
success.

"As we continue to make progress toward fulfilling American
Tower's strategic and financial goals, the consistent and strong
performance of our core tower leasing business will become
increasingly prominent and apparent. In fact, giving effect to
the discontinued operations accounting treatment of Verestar, we
expect company-wide EBITDA margins to approach 50% by year-end
2003, with substantial, growing free cash flow. Still ahead in
the next couple of quarters should be the sale of certain
additional non-core assets, which will further strengthen the
margin performance and overall liquidity of American Tower."

          Revised Outlook for Fourth Quarter 2002,
             Full Year 2002 and Full Year 2003

The Company has provided its revised fourth quarter 2002, full
year 2002 and full year 2003 outlook.

     -- The Company maintains its fourth quarter 2002, full year
2002 and full year 2003 outlook for its Rental and Management
and Services segments.

     -- The Company adjusts its fourth quarter 2002, full year
2002 and full year 2003 outlook for Verestar (Satellite and
Fiber Network Access Services segment) solely to reflect this
segment as discontinued operations.

     -- The Company maintains its new build and capital spending
outlook for fourth quarter 2002 and full year 2002. The Company
also maintains its full year 2003 new build and capital spending
outlook for Rental and Management, Services and Corporate, but
reduces for full year 2003 capital spending outlook for Verestar
by $5 million to $3 to $5 million. Total capital spending for
full year 2003 is now expected to be $50 to $75 million.

American Tower is the leading independent owner, operator and
developer of broadcast and wireless communications sites in
North America. Giving effect to pending transactions, American
Tower operates approximately 15,000 sites in the United States,
Mexico, and Brazil, including approximately 300 broadcast tower
sites. Of the 15,000 sites, approximately 14,000 are owned or
leased towers and approximately 1,000 are managed and
lease/sublease sites. Based in Boston, American Tower has
regional hub offices in Boston, Chicago, Phoenix, Mexico City
and Sao Paulo. For more information about American Tower
Corporation, please visit its Web site at
http://www.americantower.com

As previously reported, Standard & Poor's placed its single-'B'-
plus corporate credit ratings on American Tower Corp., and Crown
Castle International Corp., and its single-'B' corporate credit
rating on SBA Communications Corp., on CreditWatch with negative
implications.


AMERICAN TRANS AIR: December Revenue Passenger Miles Up by 28.1%
----------------------------------------------------------------
ATA (American Trans Air, Inc.), the principal subsidiary of ATA
Holdings Corp. (Nasdaq:ATAH), reported that ATA's December
scheduled service traffic increased 31.8 percent on 28.8 percent
more capacity (available seat miles). ATA's scheduled service
December passenger load factor increased 1.7 points to 71.5
percent, bringing the twelve-month 2002 passenger load factor to
72.8 percent, which is a decrease of 3.2 points over 2001.

For the Company's system-wide traffic, revenue passenger miles
increased 28.1 percent in December 2002 when compared with
December 2001. ATA's system-wide capacity increased 24.3
percent.

System-wide, ATA has boarded 10.0 million passengers through the
end of the twelve-month period in 2002, which is an increase of
16.3 percent compared to the same period in 2001.

ATA Holdings Corp., common stock trades on the NASDAQ Stock
Market under the symbol "ATAH". As of December 31, 2002, ATA has
a fleet of 30 Boeing 737-800's, 16 Boeing 757-200's, 10 Boeing
757-300's, and 10 Lockheed L1011's. Chicago Express Airlines,
Inc., the wholly owned commuter airline based at Chicago-Midway
Airport, operates 17 SAAB-340B's.

Now celebrating its 30th year of operation, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles.
ATA operates significant scheduled service from Chicago-Midway
and Indianapolis to over 40 business and vacation destinations.
To learn more about the Company, visit the Web site at
http://www.ata.com


ANACOMP INC: Narrows Working Capital Deficit to $7MM at Sept. 30
----------------------------------------------------------------
Anacomp, Inc. (OTC Bulletin Board: ANCPA), a global provider of
information outsourcing, maintenance support and imaging and
print solutions, announced income from continuing operations
before income taxes of $0.8 million for the nine months ended
September 30, 2002. The Company also announced cash payments of
$16.1 million in excess of scheduled payments for fiscal year
2002 on its senior secured revolving credit facility.

"We succeeded in generating income from continuing operations
before income taxes in our first nine months as a Reorganized
Company," said Jeff Cramer, president and chief executive
officer of Anacomp. "Cash generated from operations, combined
with cash on hand, also enabled us to reduce our senior secured
revolving credit facility balance by 46%, or $25.1 million
during the fiscal year."

Anacomp ended fiscal year 2002 with $15.6 million in cash and
cash equivalents and $14.8 million in borrowing capacity. The
Company expects to reduce its credit facility balance even
further following the receipt of proceeds from the sale of its
Swiss subsidiaries, the majority of which it expects to receive
in the near future.

Anacomp's overall financial results for fiscal 2002 reflect
growth in the Company's Multi-Vendor Services and Web
Presentment offerings, the continuing decline in the Computer
Output to Microfilm business, the effects of the Company's debt-
restructuring and associated debt elimination, and re-payment of
a significant portion of the outstanding balance of the
Company's credit facility.

At September 30, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by about
$7 million.

"As a follow-on to our financial restructuring efforts, we
concentrated on a number of items in fiscal 2002," Cramer said.
"The first step was to demonstrate that we could generate
substantial cash flow and operating income from continuing
operations. We also reorganized our workforce and created a
business structure that will enable us to focus more clearly on
managing the declining revenues in mature product lines and
revenue generation in moderate and higher growth services."

                    Fourth Quarter Results

Due to the implementation of Fresh Start Reporting when Anacomp
emerged from its debt-restructuring process on December 31,
2001, the financial statements of the Reorganized Company for
the three- and nine-month periods ended September 30, 2002 are
not comparable to those prior to its restructuring. For further
details, please refer to Anacomp's Form 10-K for the year ended
September 30, 2002, on file with the SEC.

For its fourth quarter ended September 30, 2002, Anacomp's loss
from continuing operations before income taxes was $0.2 million,
compared to a $9.3 million loss from continuing operations
before income taxes in the prior year fourth quarter. The net
loss in the fourth quarter of fiscal year 2002 was $3.2 million,
compared with a net loss of $11.4 million in the fourth quarter
of the prior year. Revenues for the most recent quarter were
$56.7 million, compared with $71.0 million in the same period
last year.

                    Year-end Results

Anacomp's results of operations for fiscal year 2002 includes
historical information prior to December 31, 2001, the effective
date that the Company emerged from is debt-restructuring
process. This is identified in Anacomp's financial statements as
results of operations of the Predecessor Company. The results of
operations for the nine months ended September 30, 2002
represents the Reorganized Company after adopting Fresh Start
Reporting. Due to the Company's reorganization and
implementation of Fresh Start Reporting, the financial
information for the Reorganized Company is not comparable to
that of the Predecessor Company.

In addition, Anacomp committed to a plan to sell its Switzerland
operations in the fourth quarter of fiscal 2002 and also sold
two smaller foreign operating units in the third quarter. The
operating results for these units have been classified as income
from Discontinued Operations for the nine-month period ended
September 30, 2002. For all other periods presented, these units
were not material to the Company's consolidated results and,
therefore, are not reported as discontinued operations.

A comparison of Anacomp's year-to-date operating performance in
fiscal years 2002 and 2001 may be found in the Company's
recently filed Form 10-K. The pro forma results of operations
presented in the 10-K for the 12-month period ended September
30, 2002 combines the nine-month period ended September 30, 2002
with the three-month period ended December 31, 2001. These
periods and bases of accounting are not comparable and are
presented separately in the accompanying Consolidated Statements
of Operations.

Anacomp's net income for fiscal 2002 was $275.0 million,
compared with a net loss of $47.5 million in the prior year.
Current year net income primarily reflects a $265.3 million
extraordinary gain on extinguishment of debt, net of taxes; a
$13.3 million benefit of reorganization items; and reduced
interest expenses of $37.7 million from the prior year due to
the elimination of the Company's 10 7/8% Senior Subordinated
Notes due 2004 in its restructuring, as well as its scheduled
payments of its senior secured revolving credit facility.
Revenues for the 12 months totaled $241.8 million, compared with
$306.3 million reported for the same period in the prior fiscal
year.

                     Product Line Results

In fiscal year 2002, revenues for Multi-Vendor Services, one of
Anacomp's principal growth areas, were $27.1 million, reflecting
a 21% growth rate over the prior fiscal year. This increase
reflects new Original Equipment Manufacturer (OEM) agreements
and resulting continued growth in the Company's MVS offerings
(services provided for products manufactured by other
companies). MVS represented 52% of total maintenance service
revenues, which encompass both MVS and COM Professional
Services, in fiscal 2002.

Web Presentment Service revenues increased 41% in fiscal year
2002, to nearly $15.7 million. This increase reflects growth
from new customers, as well as additional revenue from
established customers who have increased their use of the
Company's Web Presentment Service.

Excluding the results from the Company's discontinued
operations, CD/Digital revenues declined $3.2 million, or 6%
from prior year revenues. The decrease reflects the negative
impact of competition from large document services providers and
numerous small, regional CD services companies, along with
increased popularity of in-house, online viewing systems.

COM revenues -- comprised of COM/Other Output Services,
COM/Professional Services, and Equipment and Supplies --
declined $58.8 million or 27% from fiscal year 2001. COM-related
product lines have been impacted negatively by the decrease in
demand for COM as customers continue to opt for digital
solutions such as Web and CD services.

Anacomp, Inc., provides comprehensive information outsourcing,
maintenance support, and imaging and print solutions to
approximately 7,000 businesses and organizations in
approximately 70 countries either directly or through its
worldwide network of dealers and distributors. Founded in 1968
and headquartered in San Diego, Anacomp offers a full range of
solutions for the secure capture, production, presentation,
retrieval and archive of critical business documents, as well as
professional services for mass storage, computing and networking
equipment. Current product and service offerings include digital
document services, document imaging services, print and
micrographic services, business continuity services, Multi-
Vendor Services and support, and imaging and print systems and
supplies. For more information, visit Anacomp's Web site at
http://www.anacomp.com


ANNUITY & LIFE: Asset Transfer Won't Affect Fitch's CCC Rating
--------------------------------------------------------------
The January 2, 2003, announcement by Annuity & Life Re
(Holdings), Ltd., that its subsidiary, Annuity & Life
Reassurance, Ltd., has transferred certain blocks of life
reinsurance business to a subsidiary of XL Capital Ltd., has no
immediate effect on Fitch's 'CCC' rating of ANR. The rating
remains on Rating Watch Evolving.

In its press release, the company announced that five blocks of
life reinsurance business were transferred to XL, which entered
into a 50% quota share reinsurance agreement with ANR on four of
the transferred blocks. The company also announced that its
collateral funding facility has been terminated, and that
amounts owed under this arrangement, which were reported at $147
million as of September 30, 2002, were repaid.

The downgrade of ANR's insurer financial strength rating to
'CCC' from 'BBB+' on November 22, 2002, reflected Fitch's
overall opinion of ANR's constrained liquidity position and
financial flexibility. At that time, Fitch expressed its concern
that there was a significant risk that ANR would be unable to
satisfy its obligations to accept additional ceded business
under its existing reinsurance treaties due to an inability to
post adequate collateral. The company disclosed in its
January 2, 2003 press release that it was unable to satisfy its
obligation to post collateral related to at least one of its
reinsurance treaties by year-end 2002.

Being Bermuda-based, ANR is an unauthorized reinsurer in the
U.S., and like all unauthorized reinsurers, it must post
collateral to the benefit of its U.S. ceding companies per U.S.
regulatory requirements. Such collateral can be provided in the
form of trust deposits and/or letters of credit. Fitch's current
rating of ANR continues to reflect Fitch's view that ANR's
business model has become overly dependent on the company's
ability to obtain credit in various forms to allow it to provide
collateral to its U.S.-based ceding companies.

ANR's management has disclosed that it continues to assess
capital raising alternatives and negotiate the reduction in its
collateral requirements. As these negotiations progress, Fitch
will continue to assess ANR's financial position to determine
whether or not the company has placed itself in a position to
comply with its obligations under its reinsurance treaties.

The Rating Watch Evolving status of ANR's rating reflects
Fitch's belief that if ANR is successful in improving its
liquidity position and financial flexibility, a large part of
which entails bringing the company within the terms of its
reinsurance treaties, the company will be reviewed for a
possible upgrade. On the other hand, if ANR experiences a
significant worsening of its liquidity position, additional
downgrades are possible.


AT&T WIRELESS: Eyes $436-Million from Federal Tax Refund Claim
--------------------------------------------------------------
AT&T Wireless (NYSE: AWE), under an agreement with AT&T, the
company will soon receive $436 million relating to a federal tax
refund claim.

AT&T Wireless said the claim arose from its consolidated tax net
operating loss for the tax year-ended December 31, 2001, which
was carried back for a refund of taxes paid by AT&T, as the
common parent of an affiliated group that included AT&T
Wireless.

AT&T Wireless said the refund would further strengthen its
balance sheet and liquidity position. Given the expedited
process used to submit the refund claim, the IRS still may audit
the refund claim.

AT&T Wireless said it expects a tax net operating loss for the
tax year-ended December 31, 2002 and plans to seek AT&T's
consent regarding a federal tax refund carry back claim for a
portion of that loss as well.

Concurrently, AT&T Wireless said it had increased volume
commitments and extended its Master Carrier Agreement with AT&T
by six months to January 31, 2007. Under the agreement, AT&T
provides voice and data services. AT&T Wireless said that it
doesn't anticipate any increase in costs associated with the
service agreement extension.

AT&T Wireless (NYSE: AWE) is the largest independently traded
wireless carrier in the United States, following our split from
AT&T on July 9, 2001. We operate one of the largest digital
wireless networks in North America. With 20.2 million
subscribers, and full-year 2001 revenues exceeding $13.6
billion, AT&T Wireless is committed to being among the first to
deliver the next generation of wireless products and services.
Today, we offer customers high-quality mobile wireless
communications services, voice or data, to businesses or
consumers, in the U.S. and internationally. AT&T Wireless
Customer Advantage is our commitment to ensure that customers
have the right equipment, the right calling plan, and the right
customer services options -- today and tomorrow. For more
information, please visit us at http://www.attwireless.com


BETHLEHEM STEEL: USWA Encouraged by Prospect of ISG Purchase Bid
----------------------------------------------------------------
The United Steelworkers of America was encouraged by
International Steel Group's announcement that it intends to
acquire the operating assets of the Bethlehem Steel Corporation
(OTCBB:BHMSQ.OB) within the next 10 days.

"ISG's purchase of all of Bethlehem Steel's operating assets,"
said USWA President Leo W. Gerard, "will be a crucial step in
saving many of the steelworker jobs that are at risk of being
wiped out if Bethlehem's bankruptcy ever leads to a liquidation
like the one that devastated workers and retirees at LTV Steel."

Gerard said he anticipates that ISG's offer to buy Bethlehem's
operating assets will be of sufficient magnitude to be approved
by the federal bankruptcy court, as it must be, and will include
a commitment to revitalize steel making operations at the
distressed company, the criterion established by the Union's
Basic Steel Industry Conference in September as the threshold
principle for supporting such efforts.

Gerard said that the groundbreaking tentative agreement reached
last week with ISG strengthened his confidence that it is a
company which understands that "paying workers industry-leading
wages and benefits and giving them and their union a stronger
voice in how to make steel is the most effective way to save the
American steel industry."

Gerard added that ISG's commitment to reduce bloated management
bureaucracies -- and what he called "its demonstrated
willingness to regard and reward the production experience of
our members with good wages, considerable incentive pay, and
secure pensions -- represent the kind of humane consolidation of
the steel industry that we believe is absolutely essential."

"We need fewer American steel companies, not less steelmaking,"
Gerard said. "And those companies need to operate with fewer
lawyers, corporate bureaucrats and line managers -- none of whom
make steel. ISG seems to understand that concept."

"We don't support consolidation at any cost," he added. "It
needs to be done with an employer that wants to expand and grow
the company -- one that recognizes our members as partners in
the enterprise and that will invest the capital needed to make
the plants state of the art."

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BS03USR1) are
trading at about 3 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BRIGHTPOINT INC: Board Adopts Corporate Governance Initiatives
--------------------------------------------------------------
Brightpoint, Inc.'s (NASDAQ:CELL) Board of Directors has adopted
several new corporate governance initiatives. These initiatives
reflect "best practices" and the Board's commitment to
establishing and maintaining corporate governance practices that
aid the Company's long-term success and effectively enhance and
protect shareholder value.

Central to these initiatives is the establishment of a Corporate
Governance and Nominating Committee comprised solely of
Independent Directors. Catherine M. Daily, a corporate
governance specialist, has been appointed Chairperson of this
committee. Among the responsibilities of this committee is
oversight of the newly adopted Corporate Governance Principles.
As noted by Ms. Daily, "These principles will serve as a road
map for effective governance at Brightpoint. The adoption of
these guidelines is a clear demonstration of the Board's
commitment to leadership in an environment where effective
corporate governance is at the forefront of shareholders' and
investors' agendas."

Among the principles recently adopted is the installation of a
Lead Independent Director. Jerre L. Stead, retired Chief
Executive Officer/Chairman of the Board of Ingram Micro Inc. and
a member of the Board since 2000, will serve in this capacity.
Mr. Stead will fill an important liaison role between the
Independent Directors of the Board and the Company's management.
Robert J. Laikin, Chief Executive Officer/Chairman of the Board
noted: "The appointment of Jerre as Lead Independent Director is
demonstration that Brightpoint strives to be at the vanguard of
corporate governance best practices. Our goal is to be
recognized as a leader in effective governance."

The Board has also reiterated its commitment to maintaining a
majority presence by independent board members. In conjunction
with this, the Board adopted more stringent guidelines for what
constitutes Independent Directors. The Board believes that
director independence is best achieved when Independent
Directors, their family members, or their primary employers
receive no consulting, legal, or other fees from Brightpoint
other than in directors' service as board members.

Independent Directors will also serve as Chairperson of the
three standing board committees. In addition to the newly
installed Corporate Governance and Nominating Committee, the
Board maintains an Audit Committee, chaired by Richard W.
Roedel, and has renamed the Compensation Committee to the
Compensation and Human Resources Committee to reflect the
expanded scope of responsibilities to which this committee will
attend. Robert F. Wagner serves as Chairperson of this
committee.

Brightpoint has also established an independent operating budget
for the Board. Budgetary independence is the cornerstone of
director independence. The Lead Independent Director and
Chairperson of the Audit Committee have oversight responsibility
for this budget. As noted by Jerre Stead, "A separate board
budget clarifies that engagements with external auditors and
consultants necessary for effective board functioning are at the
discretion of the board. This ensures a higher level of board
independence than is found in many corporations."

The Company's Corporate Governance Principles, as well as the
charters for the Corporate Governance and Nominating Committee,
Audit Committee and Compensation and Human Resources Committee
can be found on the Company's Web site
http://www.brightpoint.com

Brightpoint -- whose corporate credit is currently rated by
Standard & Poor's at B -- is one of the world's largest
distributors of mobile phones. Brightpoint supports the global
wireless telecommunications and data industry, providing quickly
deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other
outsourced services that integrate seamlessly with its
customers. Additional information about Brightpoint can be found
on its Web site at http://www.brightpoint.com


BUDGET: Inks Stipulations Resolving Disputes with 3 Debt Traders
----------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that nearly 1,000 notices of
purported claim transfer appeared on Budget Group, Inc.'s
chapter 11 case docket.  Since then, additional Transfer Notices
are docketed virtually every day.  Almost all of these transfers
are to one of two entities: Madison Liquidity Investors, LLC and
Debt Acquisition of America V, LLC.  Some of these transfers are
subject to a second Transfer, mainly to QDRF Master, Ltd.

Mr. Brady asserts that the Transfer Notices are unclear on
their face.  It appears from the Transfer Notices that some
claims are being split and transferred only in part, while other
Transfer Notices simply confuse the issue.  In one instance, the
Debtors, Cendant and Cherokee's counsel received a letter from
one of the alleged assignees, Debt Acquisition Company of
America, which lists 42 "cure claims".  Debt Acquisition also
requested that the distribution on both the cure claims and the
general unsecured claims be made to it rather than to the
transferor.  On November 15, 2002, a letter from one of the
alleged transferors was docketed and stated that that "our claim
has not been transferred or sold."

According to Mr. Brady, the Transfers and Transfer Notices are
impossible to accurately decipher, creating not only a serious
administrative burden on Budget Group Inc.'s estates, but a
significant risk of double liability.  The Transfers also have
various infirmities under the Bankruptcy Rules which will impose
significant burden on the Debtors, the estates, Cherokee and
their professionals -- a burden which may delay the payments
required to be made and unnecessarily increase the
administration costs of these cases to the detriment of all
creditors.

Accordingly, the Debtors and Cherokee jointly propose to pay all
amounts due on account of the cure obligations and assumed
operating liabilities to the original non-Debtor party, without
regard to any Transfer Notices.  They also want to forestall and
toll any requirement to pay any cure obligations or liabilities
that are subject of a Transfer Notice or any subsequently filed
transfer notice which arise in the ordinary course of business
for an additional 30 days beyond the period in which those
obligations and liabilities are required to be paid pursuant to
the Sale Order.

The Debtors and Cherokee believe that their request is warranted
because:

  A. It is not clear from the face of the Transfer Notices
     whether:

     -- every purported transferor transferred its entire
        claim or merely a portion of it; and

     -- the Transfers include the cure obligations as well as
        other rights to payment.

     As part of the process of making distributions from the
     cure reserve, the Debtors and Cherokee should not be
     required to bear the burden, expense and risk of double
     payment involved in determining which portion of a claim
     was transferred;

  B. It is not at all clear that Rule 3001(e) of the Federal
     Rules of Bankruptcy Procedure applies to attempted
     transfers of Cure Obligations.  Rule 3001(e)(1) addresses
     the transfer of a claim before a proof of claim is filed,
     while Rule 3001(e)(2) addresses the transfer of a claim
     after a proof of claim is filed.  A proof of claim is
     filed solely with respect to prepetition liabilities, while
     a request for payment of an administrative expense is
     required for a postpetition liability.  The Initial Cure
     Obligations include postpetition obligations and were fixed
     as of August 31, 2002, over a month after the Petition
     Date.  The Gap Cure Obligations relate exclusively to
     postpetition periods;

  C. Assuming that Bankruptcy Rule 3001 is applicable at all, it
     is unclear whether the cure amounts allegedly purchased
     fall under Rule 3001(e)(1) or (2), i.e., whether the Cure
     Objections can or should be properly viewed as proofs of
     Claim.  It appears that the Clerk of the Court treated all
     transfers as within Rule 3001(e)(2) and complied with the
     notice requirement of the Rule.  The 20-day objection
     period will not run for any of the Transfers prior to the
     anticipated Closing Date.  In fact, for the vast majority
     of the Transfers, the objection period would expire after
     the distribution date deadline established by the Sale
     Order for undisputed Cure Obligations;

  D. Since it appears that many of the parties who allegedly
     transferred their claims have had an ongoing relationship
     with the Debtors, and thus would have an ongoing
     relationship with Cherokee, their claims may be subject to
     adjustments for payments made postpetition or for usual
     adjustments for lack of performance, unacceptable or late
     performance and for other various ordinary business
     disputes;

  E. The Closing of the transactions contemplated by the
     Purchase Agreement with Cherokee and the Sale Order imposes
     formidable mechanical, administrative and technical
     obstacles.  The parties and their professionals are working
     tirelessly to overcome these obstacles, comply with terms
     of the Purchase Agreement and the Sale Order and to
     implement a seamless transition of the business from the
     Debtors to Cherokee;

  F. If the parties are required to make payments to the alleged
     transferees, the Debtors will be required to implement a
     tracking system to override their current payable system
     and to negotiate Gap Period cure amounts with parties
     having no familiarity with the course of conduct between
     the Debtors and the original non-Debtor parties;

  G. As the Debtors, the Committee and Cherokee are working on
     fixing the amount to be deposited in the Cure Reserve and
     setting up a system for distribution of payments to the
     parties so entitled, there will be a need to constantly
     update the system to account for rolling expiration of the
     objection periods under Rule 3001(e)(2);

  H. The net effect of requiring the payments to be made to the
     alleged transferees is to significantly increase the costs
     of the administration of these cases and to introduce a
     level of complexity to an already highly complex process,
     all to the detriment of the estates' creditors and for the
     sole benefit of the parties to the alleged Transfers.  The
     costs and risks associated with the vague and procedurally
     infirm Transfer Notices should not be visited on the
     Debtors, the estates, their creditors or the Buyer;

  I. On the Closing of the sale to Cherokee, most of the
     Debtors' employees will become Cherokee's employees.  As a
     result, the Debtors' remaining staff and estate
     representatives will be hard-pressed to handle the added
     level of complexity introduced by the Transfers; and

  J. The risk of double payment is an additional important issue
     to consider.  If the disbursements from the Cure Reserve
     are made to the "wrong" party, the rightful owner of the
     Cure Obligation would still be entitled to payment.  Thus,
     the improper distributions from the Cure Reserve will
     unnecessarily expose the Debtors, the estates and their
     creditors to administrative expenses, as the Debtors are
     responsible for paying the Cure Obligations pursuant to the
     Sale Order and the Purchase Agreement.

Mr. Brady asserts that the most equitable, efficient and just
course of action under the circumstances of this particular case
and transaction would be to permit the Debtors and Cherokee to
continue making payments to the original non-Debtor
counterparties and holders of assumed operating liabilities,
leaving the alleged transferors and alleged transferees to
enforce their rights against each other in a non-bankruptcy
forum.  The Debtors and Cherokee believe that there is no harm
to the parties to the Transfers, as the assignment contracts
executed between the purported assignor and assignee will
continue to govern the rights between those parties, including
the rights to any distributions made on account of cure claims.

                     Debt Acquisition Responds

Francisco Monaco, Esq., at Walsh, Monzack and Monaco P.A., in
Wilmington, Delaware, relates that Debt Acquisition Company of
America has been engaged in the business of purchasing claims in
bankruptcy cases for over nine years.  To this end, between
August 27, 2002 and October 28, 2002, Debt Acquisition acquired
63 separate claims against the Debtors.  In each instance, Debt
Acquisition purchased the claim, paid value to the underlying
creditor, and filed evidence of the transfer with the Clerk of
the Bankruptcy Court.

Mr. Monaco contends that the Debtors and Cherokee are attempting
to circumvent the rights afforded to creditors by claiming that
recognizing valid claim assignment will be too administratively
burdensome given the complexity of the case and the Purchase
Agreement.  In doing so, the Debtors and Cherokee are seeking to
deny the creditors the rights to receive immediate cash for
their claims, and, in many cases, alleviate the creditor's
financial distress caused by the bankruptcy filing.  The Debtors
and Cherokee are sophisticated entities represented by well-
respected legal counsel.

"Clearly, these parties must have been well aware of both the
relief and obligations associated with Chapter 11 filings," Mr.
Monaco says.  "Under the Bankruptcy Code, it is not up to
Debtors, Purchasers, creditors or other interested parties to
pick and choose which parts of the Code they want to operate.
Rather, a debtor must accept both the relief afforded by the
Bankruptcy Code and the obligations thereunder."

Mr. Monaco argues that the Debtors and Cherokee had ample notice
of the claim purchasing activities because Debt Acquisition:

    -- holds 63 claims;

    -- started acquiring claims in August of 2002, three months
       before Court approval of the Sale Agreement; and

    -- purchased its last claim on October 28, 2002, and filed a
       Notice of Transfer for that claim on October 31, 2002,
       three weeks before the Closing of the Sale on
       November 22, 2002.

"The Debtors and Cherokee should have addressed these issues and
perhaps altered the Purchase Agreement prior to the Closing
instead of trying to penalize Debt Acquisition and other
creditors by filing this motion and seeking to circumvent
Federal Bankruptcy Rules," Mr. Monaco asserts.

Mr. Monaco notes that it is common knowledge among bankruptcy
professionals that claims are frequently traded in Chapter 11
cases, particularly in large cases filed in the District of
Delaware.  The Debtors and Cherokee and their counsel were
remiss if they did not anticipate and plan for the trading
activity. Debt Acquisition and other creditors should not suffer
as a result.

Contrary to the information presented in the Motion, Mr. Monaco
tells the Court that the Notices of Transfer are very clear in
stating that the transferor is assigning all of its claims
against the Debtors to Debt Acquisition.  This includes
scheduled claims, proofs of claims, and any cure claims that may
exist. The letter sent to the Debtors, Cendant, and Cherokee was
provided as a courtesy to assist the parties in their
reconciliation of claim assignments.  The headings and amounts
listed were for identification purposes and were not intended to
refute the assignment of all of the creditor's claims.  Mr.
Monaco explains that it is common for Debt Acquisition to
provide those lists so as to ensure payments are made to it and
not to the original claimholders.  Any confusion caused by the
letter could have been resolved with a simple telephone call.
Debt Acquisition is willing to provide any documentation
required proving the validity of the assignment and the terms
stated.

In regard to the claim of Warrensburg Rental Service, Debt
Acquisition filed a Notice of Withdrawal of Transfer of Claim
after notification that Warrensburg was no longer the holder of
the claim, and therefore, was unauthorized to execute the Debt
Acquisition agreement.  Mr. Monaco suggests that the Debtors
review the docket in a more thorough manner going forward.

Mr. Monaco assures the Court that Debt Acquisition is willing to
cooperate fully with the Debtors and Cherokee to reconcile these
claims as it has done in the past in the other large bankruptcy
proceedings.  If the Court, the Debtors or Cherokee so requests,
Debt Acquisition will provide the copies of the Assignment
Agreements, cancelled checks evidencing payment for the claims,
and any other documents that will aid in the reconciliation
process.  Debt Acquisition will agree to extend the payment
deadline imposed by the Sale Agreement with respect to the 63
claims it bought to afford the Debtors and Cherokee more time to
complete their review of the claims and for the claim objection
period to expire if it has not already.

Debt Acquisition also finds the Motion to be completely without
merit.  The motion, Mr. Monaco believes, is a purely emotional
plea for the Court to make life easier for the Debtors and
Cherokee while stripping creditors of their right to assign
their claims.

         Three Other Debt Traders Don't Like It Either

Madison Liquidity Investors, LLC, QDRF Master Ltd. and Hakatak
Enterprises, LLC, ask the Court to deny the Debtors and
Cherokee's joint motion for these reasons:

  A. The Motion is unjustified, unprecedented and an inequitable
     attempt by the Debtors to shirk their ordinary
     administration obligations;

  B. The Debtors must pay distributions on the claims to the
     appropriate claim holders because they are the record
     holders of the claims and because distributions to the
     original transferors may cause the estates double
     liability;

  C. The law does not authorize the relief sought by the Debtors
     and Cherokee; and

  D. The Debtors and Cherokee's request provides minimal or no
     benefit to the creditors and the estates while
     substantially prejudicing the Claim Holders and Other
     Transferees.

Madison is the purchaser of 442 claims from Budget's creditors.
Madison subsequently transferred a number of these claims to
both QDRF and Hakatak.  Madison has retained and currently holds
159 claims totaling $2,370,000.  QDRF holds 236 claims totaling
$1,800,000 while Hakatak has 47 claims aggregating $265,000.

                          Debtors Reply

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, notes that the Objectors do not
dispute that Rule 3001(e) does not apply to transfers of
postpetition obligations, nor do they provide any authority
suggesting that it does.  Thus, Debt Acquisition's entire
position, which asserts that it purchased both unsecured as well
as cure claims, utterly lacks any legal foundation and the
alleged transfers to it should be ignored.  Madison asserts that
roughly 5% of its purchased obligations represent Initial Cure
Obligations, but fails to identify these obligations, thus
evidencing the Motion's underlying premise: without devoting
significant resources to this process, the Debtors and Cherokee
cannot determine what was actually purchased by Madison.

Madison claims that it purchased only prepetition obligations.
However, Mr. Clark tells the Court that this is not what its
forms state, including forms previously filed with the Court and
served on the alleged transferors.  A review of Madison's sample
of "Evidence of Transfer of Claim," provides that the seller
"assigns all right, title and interest and to the Claim(s) of
Seller . . . including without limitations those receivables of
Seller identified by invoice numbers which will be made
available if requested by Buyer."  The term "Claim" is nowhere
defined in Madison's forms.  "If one would apply the Bankruptcy
Court definition of a claim, that term, an and of itself, is not
limited to prepetition claims," Mr. Clark says.  Similarly, the
forms used by Debt Acquisition states that "the scheduled
claim... and all claims of Transferor have been transferred and
assigned..."  Mr. Clark insists that both Madison and Debt
Acquisition, therefore, use forms that, under a broad definition
of claims, would transfer prepetition and postpetition claims,
contingent and unliquidated claims or claims that the transferor
does not even know of.  "If all of these are insufficient to
establish the ambiguity of the Objector's forms, Madison
exacerbates the problem by requiring its sellers to waive the
20-day objection period afforded those sellers by the same rule
it now argues that the Debtors and Cherokee are attempting to
void," Mr. Clark points out.

In addition, Mr. Clark continues, neither Debt Acquisition nor
Madison sufficiently explains the withdrawal of certain
transfers.  Debt Acquisition fails to offer any substantive
explanation for the withdrawal of the Warrensburg Rental Service
claim transfer; it simply states that Debt Acquisition was
notified that the transfer was not the holder of the claim.  No
explanation is provided for Debt Acquisition's due diligence
failure, if one is conducted, or any assurances that no other
failures exist.

Contrary to the objectors' assertions, Mr. Clark argues that the
motion is consistent with the purpose of the amendments to Rule
3001(c).  The motion does not seek adjudication of disputes
between the alleged transferors and the alleged transferees.
The motion specifically states that the transfer documents "will
continue to govern the rights" of the purported transferors and
transferees.

Mr. Clark observes that the Objectors unrealistically predict
the demise of the claim trading industry should the motion be
granted.  This case, however, involves a unique set of
circumstances, not present in the context of the more
traditional Chapter 11 plan confirmation process.

In addition, the bondholders, and other creditors of the Debtors
in this case would bear the costs associated with sorting
through the various transfers.  Unlike a more traditional
Chapter 11 case where the debtor's operations fund the cost of
administration, here the sale proceeds would be the source of
distribution, as well as the major source of funding for the
Debtors cases.  "Any increase in the costs of administration
will directly and adversely effect the distribution to the
bondholders and the remaining unsecured creditors," Mr. Clark
says.

Mr. Clark believes that the Objectors do not want the alleged
transferors to receive the distributions directly because the
transferors might rethink the wisdom of having sold their
"claims".  "While it is arguable that claims traders provide
liquidity in certain instances, in this case, where most trade
creditors are set to be paid in full in a relatively short time
after the filing, the Objectors are set to profit from the
creditors' lack of sophistication and, if Madison has its way,
by elimination of any meaningful notice period to the alleged
transferors," Mr. Clark contends.

                        *     *     *

The Debtors were able to resolve their dispute with QDRF,
Madison and Hakatak.  The parties entered into a stipulation,
which governs the transfer of claims.  The salient terms of the
stipulation are:

  A. Transferees acknowledge and agree that:

     -- the Claims subject to the Transfer Notices are limited
        to and include only prepetition creditor claims listed
        on the Debtors' bankruptcy schedules of unsecured
        claims and represent solely prepetition claims against
        the Debtors; and

     -- the Transferees' Claims against the Debtors and Cherokee
        will be capped at the face amount of the Transfer
        Notices;

  B. Transferees acknowledge and agree that each of their Claims
     against the Debtors and Cherokee is subject to reduction
     for any postpetition payments made prior to the expiration
     of the 20-day notice period with respect to the Claims, and
     that the Transferees will have no recourse against either
     the Debtors or Cherokee to the extent any payments were
     made to the original holder of these Claims.  With respect
     to any payments made by the Debtors or Cherokee to the
     original holder of the Claims after the expiration of the
     20-day notice period, the parties reserve any and all
     rights;

  C. Transferees acknowledge and agree that each of them has
     waived the 20-day objection period with respect to the
     transfers of Claims from Madison to QDRF and Hakatak;

  D. Transferees acknowledge and agree that to the extent that
     any Claim includes a portion of an Initial Cure Obligation
     the Sale Order will control, and the Transferees will
     deliver to the Debtors and Cherokee a duly executed letter
     of instructions designating the party with authority to
     resolve any dispute on behalf of the Transferees and the
     seller of the Claim;

  E. The parties agree that the transfer of Claims will be
     subject to and governed by the Federal Rules of Bankruptcy
     Procedures, whether or not the Transfer Notices are within
     the scope of the Rule;

  F. The Debtors and Cherokee acknowledge that after the
     expiration of the 20-day period:

     -- the Transferees will be the record holders of the Claims
        that are the subject of the Transfer Notices;

     -- the Debtors and Cherokee will be directed to treat the
        Transferees in all respects as the creditor with respect
        to the Claims; and

     -- the sellers of the Claims will have no right, title and
        interest of whatever type or nature to these Claims;

  G. With respect to any Claims that are required to be
     satisfied within a date or a time period specified in the
     Sale Order, the Debtors and Cherokee will have an
     additional 30 days beyond the requirements of the Sale
     Order to comply with the terms, provided that:

     -- for any Transfer Notice has not expired prior to
        December 20, 2002, the dates or time periods
        provided for by the Sale order will be extended by an
        additional 30 days after the expiration of the 20-day
        period;

     -- with respect of any Transfer Notices relating to
        Unresolved Cure Obligations, the dates or time periods
        provided by the Sale Order will be extended by an
        additional 30 days after the Debtors and Cherokee's
        actual receipt of the notice; and

  H. Nothing in this Stipulation implies or will be interpreted
     to serve as an acknowledgement, admission or otherwise, of
     either the Debtors or Cherokee:

     -- that the Claims are and should be deemed allowed claims;

     -- that the Claims represent the accurate amount owed by
        the Debtors to the sellers of the Claims;

     -- that the Claims are not subject to offset, recoupment or
        any other defense or claim, which may reduce the amount
        of the Claims; or

     -- that the Claims represent Assumed Liabilities. (Budget
        Group Bankruptcy News, Issue No. 13; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


CELSION: Must Strengthen Cash Flow to Meet Obligations
------------------------------------------------------
Celsion Corporation developes medical treatment systems
primarily to treat breast cancer and a chronic prostate
enlargement condition, common in older males, known as benign
prostatic hyperplasia, or BPH, using minimally invasive focused
heat technology.  The Company also is working with Duke
University on the development of heat-sensitive liposome
compounds for use in the delivery of chemotherapy drugs to tumor
sites, and with the Memorial Sloan-Kettering Cancer Center, or
Sloan-Kettering, on the development of heat-activated gene
therapy compounds.

The Company is not currently engaged in marketing and sales, and
is focusing its activities on the  development and testing of
its products.  Its strategic plan is based upon its expertise
and experience in the medical application of focused microwave
heat and its relationships with and license rights from its
institutional research partners. Its goal has been to employ
these resources to develop minimally invasive or non-invasive
treatment technologies with efficacy significantly exceeding
that available from other sources.

The Company indicates that it will need substantial additional
funding in order to complete the development, testing and
commercialization of its cancer treatment and BPH products and
of potential new  products.  It is its current intention both to
increase the pace of development work on its present  products
and to make a significant commitment to thermo-sensitive
liposome and gene therapy research and development projects.
The increase in the scope of present development work and such
new projects will require additional funding, at least until the
Company is able to begin marketing its products.

If adequate funding is not available in the future, Celsion may
be required to delay, scale-back or eliminate certain aspects of
its operations or to attempt to obtain funds through onerous
arrangements with partners or others that may force it to
relinquish rights to certain of its technologies, products or
potential markers. Furthermore, if it cannot fund its ongoing
development and other operating requirements,  and particularly
those associated with its obligation to conduct clinical trials
under its licensing  agreements, Celsion will be in breach of
its commitments under such licensing agreements and could
therefore lose its license rights, with material adverse effects
to Celsion.

These factors, among others, may indicate that Celsion will be
unable to continue as a going concern for a reasonable period of
time.  Its continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations
on a timely basis, to obtain additional financing as may be
required, and ultimately to attain successful operations.
Management is continuing its efforts to obtain additional funds
so that Celsion can meet its obligations and sustain operations.


CENTERPOINT ENERGY: Completes Distribution of Texas Genco Shares
----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) -- whose credit ratings and
the ratings of its gas distribution subsidiary have been
downgraded by Moody's Investors Service to Ba1 from Baa2 --
completed the distribution of approximately 19 percent of the 80
million outstanding shares of common stock of its wholly owned
subsidiary, Texas Genco Holdings, Inc., to CenterPoint Energy
shareholders. Texas Genco shares began trading under its new
stock ticker symbol TGN Tuesday morning on the New York Stock
Exchange.

CenterPoint Energy completed the partial distribution by giving
each CenterPoint Energy shareholder one share of Texas Genco
common stock for every 20 shares of CenterPoint Energy common
stock owned as of the record date, December 20, 2002, unless the
shareholder disposed of the right to receive the Texas Genco
shares prior to the distribution date.  Cash payments for
fractional shares will be made following the distribution.  The
stock distribution and any cash payments will be taxable to
shareholders.

The publicly traded common stock of Texas Genco will be used to
determine the market value of the generating assets and to
quantify the company's stranded costs in the 2004 true-up
proceeding by the Texas Public Utility Commission.  This method
is prescribed by Senate Bill 7, the law enacted by the Texas
legislature in 1999 that opened the electric market to retail
competition.

"We are pleased to offer CenterPoint Energy shareholders a stake
in one of the largest wholesale electric power generating
companies in the U.S.," said David M. McClanahan, president and
chief executive officer of CenterPoint Energy.  "Texas Genco is
one of the most diversified generation companies in Texas, using
natural gas, coal, lignite and nuclear fuels.  The experienced
management team is committed to operational excellence and
improved financial performance."

Texas Genco owns 14,175 MW of electric generation in Texas.  It
is expected to establish a dividend policy under which it will
pay an initial quarterly cash dividend of $0.25 per share, which
would be paid in March 2003.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas.  The company
serves nearly five million customers primarily in Arkansas,
Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and
Texas.  Assets total nearly $19 billion.  CenterPoint Energy
became the new holding company for the regulated operations of
the former Reliant Energy, Incorporated in August 2002.  With
more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years.


CHILDTIME LEARNING: Oct. 11 Working Capital Deficit Tops $20MM
--------------------------------------------------------------
Childtime Learning Centers, Inc. (Nasdaq: CTIME), announced
financial results for the second quarter ended October 11, 2002.

The Company reported second quarter revenues of $44.0 million
for the 12 weeks ended October 11, 2002, a 37.6 percent increase
over last year's second quarter revenues of $32.0 million.  Year
to date revenues increased $10.2 million, or 12.9% from the same
period last year to $88.8 million.  The increase was primarily a
result of the Tutor Time centers ($10.5 million) and Franchise
Operations ($1.1 million) which have been included in the
Results of Operations for the second quarter.

The Company's operating losses were $10.7 million for the 12
weeks ended October 11, 2002 compared to last year's second
quarter operating losses of $3.8 million.  Year to date
operating losses were $11.3 million as compared to $1.4 million
for the same period last year.  Operating losses for the 12 and
28 weeks ended October 11, 2002 included $7.6 million of
intangible and fixed asset impairment charges.

Net loss for the second quarter ended October 11, 2002 was $11.4
million, as compared to the prior year's second quarter loss of
$2.4 million.  Year to date net loss was $16.8 compared to the
prior year loss of $1.0 million.  Net loss for the 28 weeks
ended October 11, 2002 included a $5.0 million cumulative effect
of change in accounting principle, related to intangible asset
impairment charges.

At October 11, 2002, the Company's balance sheet shows that
total current liabilities eclipsed total current assets by about
$20 million.

"The Company faced a dual challenge in the second quarter.
Overall economic conditions continued to contribute to reduced
enrollments in a number of our child care centers.  We were also
in the initial stages of integrating Tutor Time's operations.
Since early October, we have continued to devote efforts to
complete the integration while taking a number of actions to
improve enrollment and manage our ongoing operating costs,"
stated Bill Davis, President and CEO.

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


CONSECO INC: Court Fixes February 21, 2003 Claims Bar Date
----------------------------------------------------------
The Conseco Holding Company Debtors sought and obtained a Court
order establishing February 21, 2003 as the last day for its
creditors to file proofs of claim.

Anne Marrs Huber, Esq., at Kirkland & Ellis, emphasizes that the
Bar Date does not apply to the CFC Debtors.

"[I]t is critical to the Holding Company Debtors' reorganization
efforts that they emerge from Chapter 11 as soon as possible.
In order to accomplish this, the Bar Date must be immediately
set so that the Holding Company Debtors can begin objecting to
claims before confirmation of their plan," Ms. Huber explains.

The Proofs of Claim must be sent to:

    -- If by courier/hand delivery:

       Attn: Conseco Inc. Claims Agent
       Bankruptcy Management Corp.
       1330 E. Franklin Ave.
       El Segundo, CA  90245

    -- If by mail:

       Attn: Conseco Inc. Claims Agent
       Bankruptcy Management Corp.
       P.O. Box 1042
       El Segundo, CA  90245-1042

The Bar Date does not apply to any and all Claims, which may be
asserted by a governmental unit.  All claims asserted by a
governmental unit against a Holding Company Debtors must be
filed by June 17, 2003.

Administrative claims will be addressed by a separation motion,
according to Ms. Huber.

Governmental united that fail to file a Claim before the
Governmental Bar Date and other creditors that fail to file a
proof of claim or interest before the Bar Date will be forever
barred, estopped and enjoined, unless otherwise ordered by the
Court, from:

    -- asserting claims or interests against any Holding Company
       Debtor, and

    -- voting on, or receiving distributions under, any
       confirmed plan for any of the Holding Company Debtors.

Ms. Huber notes that creditors and potential creditors have more
than sufficient tome to file Proofs of Claim.

At least 30 days before the Bar Date, Ms. Huber says, the Bar
Date Notice will be published in the Wall Street Journal, USA
Today, The Chicago Tribune, The Indianapolis Star, the
Minneapolis Star Tribune and St. Paul Pioneer Press. (Conseco
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


CONSTELLATION 3D: Court Okays Hofheimer Gartlier as Attorneys
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to Constellation 3D, Inc.'s application
to employ the law firm of Hofheimer Gartlier & Gross, LLP as its
bankruptcy attorneys.

Hofheimer Gartlier is expected to:

     a) provide the Debtor with legal advice with respect to its
        powers and duties as a debtor-in-possession in the
        continued possession of its property and management of
        its business;

     b) prepare, on behalf of the Debtor, as a debtor-in-
        possession, necessary applications, answers, orders,
        reports and other legal papers;

     c) prepare and commence litigation on behalf of the Debtor
        which the Debtor believes will be beneficial to its
        estate; and

     d) perform all other legal services for the Debtor as a
        debtor-in-possession, which may be necessary in this
        case.

Scott R. Kipnis, Esq., a member of Hofheimer Gartlier discloses
that Hofheimer Gartlier received retainers on behalf of the
Debtor from Shippan Partners LLC totaling $118,000.  This amount
represents $80,000 for fees and disbursements and $38,000 in
connection with the filing of a lawsuit against TIC Target
Invest Consulting, LLC, for breach of contract, fraud and like
causes of action.  The Debtor does not disclose the hourly rates
the firm will bill for post-petition legal services.

Constellation 3D, Inc., a research and development of data
storage technology company, filed for chapter 11 petition on
December 13, 2002.  Scott R. Kipnis, Esq., at Hofheimer Gartlir
& Gross, LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $1,041,020 in total assets and $13,957,200
in total debts.


CONSTELLATION BRANDS: Reports Improved Results for Third Quarter
----------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ and STZ.B), whose
corporate credit and senior unsecured debts are currently rated
by Standard & Poor's at 'BB', reported financial results for its
third quarter and nine months ended November 30, 2002.  Net
income increased $10 million, or 18 percent, for the third
quarter to reach $64 million.

For the first nine months of fiscal 2003, net income increased
23 percent and diluted earnings per share increased 16 percent
to reach $1.63. These results and the results discussed in this
press release were calculated on a comparable basis, excluding
amortization of goodwill and indefinite lived intangible assets.

Richard Sands, Chairman and Chief Executive Officer of
Constellation, said, "Constellation's sales and earnings this
quarter were driven by growth in imported beer and solid popular
and premium wine results.  Despite a difficult economic
environment, we continue to hit our earnings targets.  Our
balanced growth strategy continues to serve us well as we
achieved our 19th consecutive quarter of double-digit earnings
growth, a testament to our broad portfolio strategy."

Sands added, "Constellation's business remains strong and we are
raising our full-year earnings per share guidance to $2.03 to
$2.05.  As we look to the future, Constellation remains well
positioned in sectors with good long-term growth prospects.  We
are confident we can build on our growth track record and we
continue to target mid-teens EPS growth."

                   Consolidated Results

Net sales increased five percent to reach $738 million for the
three months ended November 30, 2002 compared to the three
months ended November 30, 2001.  On a currency-adjusted
basis, net sales increased three percent primarily from
increased sales of imported beer.  Also contributing to the
sales growth were spirits, U.K. wholesale and fine wines offset
by declines in the U.K. branded business, particularly cider,
and bulk wine sales and concentrate sales.  Net sales for the
nine months ended November 30, 2002, increased four
percent as compared to the nine months ended November 30, 2001.
Excluding the impact of currency, organic net sales increased
two percent for Nine Months 2003.

Gross profit reached $213 million for the quarter, an increase
of 11 percent.  The improvement in gross profit resulted from
increased sales and a 140 basis point improvement in gross
profit margin.  The increase in gross profit margin to 28.9
percent resulted primarily from: a favorable mix of sales
towards higher margin wine brands; lower average wine costs; and
higher average imported beer prices partially offset by higher
average imported beer costs.  For Nine Months 2003, gross profit
increased 10 percent and gross profit margin improved 130 basis
points compared to the prior year period.

Selling, general and administrative expenses increased eight
million dollars to reach $85 million for the quarter.  The
increase in selling, general and administrative expenses is due
to increased selling and personnel costs to support growth in
imported beer and U.K. wholesale, and the recognition of a gain
in the prior year period in conjunction with the formation of
the Company's joint venture, Pacific Wine Partners, partially
offset by costs associated with the formation of the joint
venture.  As a percent of net sales, selling, general and
administrative expenses were 11.6 percent compared to 11.1
percent in the prior year period.  Selling, general and
administrative expenses as a percent of net sales for Nine
Months 2003 were 12.7 percent, an increase of 40 basis points
from the prior year.

Operating income increased 11 percent for the quarter and year
to date due to increased sales and improving operating margins.

Equity income from Pacific Wine Partners, an equally owned joint
venture with BRL Hardy which commenced operations August 1,
2001, was four million dollars for Third Quarter 2003 versus one
million dollars for Third Quarter 2002.  Growth of the joint
venture continues to be driven by strong demand for both Banrock
Station and Blackstone, which increased on an organic basis
40 percent and 70 percent, respectively, for the quarter.  For
Nine Months 2003, equity income was $10 million.

Net interest expense for Third Quarter 2003 declined slightly as
a result of lower average debt levels.  Net interest expense for
Nine Months 2003 was $80 million, down from $86 million for Nine
Months 2002.

As a result of these factors, net income reached $64 million for
Third Quarter 2003, an 18 percent increase compared to net
income of $54 million for Third Quarter 2002.  Diluted earnings
per share for Third Quarter 2003 were $0.69, a 13 percent
increase over diluted earnings per share of $0.61 for Third
Quarter 2002.  Net income and diluted earnings per share for
Nine Months 2002 increased 23 percent and 16 percent,
respectively, reaching $151 million and $1.63.

              Imported Beer and Spirits Results

Imported beer and spirits net sales for Third Quarter 2003 were
$276 million, an increase of 10 percent compared to Third
Quarter 2002.  Led by Corona Extra, Corona Light and Modelo
Especial, imported beer sales increased 12 percent.  The
increase was primarily due to a combination of volume gains and
a price increase on the Company's Mexican brands, which took
effect during the first quarter of fiscal 2003.  Spirits net
sales growth of five percent resulted primarily from an increase
in bulk whiskey sales partially offset by slightly lower branded
sales.

Operating income increased 20 percent versus the comparable
quarter last year.  The growth in operating income was primarily
the result of favorable beer pricing and lower average spirits
costs, particularly tequila, partially offset by increased
imported beer costs and selling expenses to support the growth
in the imported beer business.

For Nine Months 2003, imported beer and spirits net sales and
operating income increased six percent and 18 percent,
respectively.

              Popular and Premium Wine Results

Net sales for popular and premium wine for the quarter declined
3 percent on lower bulk wine and concentrate sales.  Popular and
premium wine branded sales were unchanged versus the prior year
on slightly lower volume.  Arbor Mist, Almaden box wine, Alice
White, Covey Run and Paul Masson Grande Amber Brandy experienced
solid growth, collectively up nine percent.  The Company
continues to face a competitive pricing environment.  However,
rather than engage in deep discounting, the Company has been
more selective in its promotional activities, instead focusing
on long-term brand building initiatives.

Operating income declined one million dollars to $37 million.
Operating margins were unchanged at 17.5 percent as the benefit
of lower average costs was offset by increased advertising
expense.

Net sales and operating income for Nine Months 2003 were $561
million and $80 million, respectively, compared to $585 million
and $81 million for Nine Months 2002.  Lower bulk wine and
concentrate sales contributed to more than half of the sales
decline.

              U.K. Brands and Wholesale Results

Net sales for Third Quarter 2003 were $211 million versus $197
million reported for the comparable quarter a year ago, an
increase of seven percent. Excluding the impact of foreign
currency, net sales were flat as slight increases in U.K.
wholesale were offset by declines in U.K. brands.  Growth in
the wholesale business was impacted by slower consumer traffic
through clubs and pubs.  The decline in branded sales was
primarily the result of lower cider sales.  Operating income
grew 12 percent to reach $22 million for Third Quarter 2003.
The improvement in operating income resulted from higher sales
and improving operating profit margins in the branded business.

Excluding the impact of currency, net sales for Nine Months 2003
increased three percent.  Operating income for Nine Months 2003
increased two million dollars to reach $46 million.

                    Fine Wine Results

Fine wine net sales for Third Quarter 2003 were $42 million
versus $41 million reported for the comparable quarter last
year, an increase of three percent.  Ravenswood and Simi led
volume increases of eight percent, which were partially offset
by higher promotional activity and a shift towards lower priced
brands.  Fine wine sales growth continues to be impacted by
slower on-premise sales as the economy continues to affect fine
dining. Operating income increased 16 percent as a result of
higher sales, lower average grape costs and lower broker
commissions on Ravenswood as the brand was integrated into the
Company's fine wine sales force.

Net sales and operating income for Nine Months 2003 were $112
million and $40 million, respectively, an increase of 18 percent
and 28 percent compared to Nine Months 2002.  Excluding the
four-month benefit from Ravenswood, net sales increased 3
percent on 10 percent volume increases.

                             Outlook

The following statements are management's current expectations
for the Company's three months ending February 28, 2003, and
fiscal year ending February 28, 2003.  These statements are
made as of the date of this press release and are forward-
looking.  Actual results may differ materially from these
expectations due to a number of risks and uncertainties.

     -- Diluted earnings per share for Fourth Quarter 2003 are
        expected to be within a range of $0.40 to $0.42 versus
        diluted earnings per share on a comparable basis of
        $0.37 for Fourth Quarter 2002.

     -- Diluted earnings per share for Fiscal 2003 are expected
        to be within a range of $2.03 to $2.05 versus diluted
        earnings per share before an extraordinary item on a
        comparable basis of $1.79 for Fiscal 2002.

All share and per share amounts in this press release, including
within the financial information, reflects the two-for-one stock
split of both the Company's Class A and Class B common stock,
which was distributed in the form of a stock dividend on May 13,
2002.

                   Status of Business Outlook

During the quarter, Constellation may reiterate the estimates
set forth above under the heading Outlook.  Prior to the
start of the Quiet Period, the public can continue to rely
on the Outlook as still being Constellation's current
expectations on the matters covered, unless Constellation
publishes a notice stating otherwise.

Beginning February 15, 2003, Constellation will observe a "Quiet
Period" during which the Outlook no longer constitutes the
Company's current expectations.  During the Quiet Period, the
Outlook should be considered to be historical, speaking as of
prior to the Quiet Period only and not subject to update by the
Company.  During the Quiet Period, Constellation's
representatives will not comment concerning the Outlook or
Constellation's financial results or expectations.  The Quiet
Period will extend until the day when Constellation's next
quarterly Earnings Release is published, presently scheduled for
Wednesday, April 9, 2003.

          Adoption of SFAS No. 142 and EITF No. 01-09

The financial information in this press release reflects the
adoption of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets."  In order to help
investors better evaluate year over year performance, the
Company has included financial information on a "comparable"
basis, as if the adoption of SFAS 142 had occurred in the prior
year.  Unless otherwise noted, discussions in this release were
prepared on a comparable basis.

Also, beginning March 1, 2002, the Company adopted Emerging
Issues Task Force Issue No. 01-09, "Accounting for Consideration
Given by a Vendor to a Customer or a Reseller of a Vendor's
Products."  As a result, the Company has reclassified certain
promotional expenditures paid to distributors, retailers or
consumers as a reduction of revenue and non-cash consideration
as an increase to cost of product sold.  The Company previously
reported these expenses as selling, general and administrative
expenses. Prior-period financial information has been
reclassified to comply with this guidance.  This
reclassification does not affect operating income or net income.
Additional historical financial information, adjusted to show
the effect of EITF 01-09, can be found on the Company's Web site
at http://www.cbrands.com

Constellation Brands, Inc., is a leading producer and marketer
of beverage alcohol brands, with a broad portfolio of wines,
spirits and imported beers. The Company is the largest single-
source supplier of these products in the United States, and both
a major producer and independent drinks wholesaler in the United
Kingdom.  The Company also operates a US based joint venture
with the largest Australian Wine Company -- BRL Hardy.  Well-
known brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Estancia,
Simi, Ravenswood, Blackstone, Banrock Station, Alice White,
Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea and
Blackthorn.


COVANTA ENERGY: Court Approves Aramark Settlement Agreement
-----------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
Court approval of a Settlement Agreement among Ogden Services
Corporation (n/k/a Covanta Energy Corporation), Aramark
Services, Inc., and Aramark Entertainment, Inc.; and to pay
Aramark $2,000,000 pursuant to the Settlement Agreement.

DC Arena LP, as landlord, and Aramark Entertainment, as
Operator, entered into a Concession Lease Agreement relating to
a multi-purposes arena in Washington, D.C. known as the MCI
Center.  At the same time, Senior Lenders advanced funds to DC
Arena under a Senior Credit Facility to cover, in part, the cost
of developing, constructing and equipping the MCI Center.

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

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

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

Pursuant to the terms of the Covanta Letter of Credit, it can be
drawn for the full amount if, among other things, the Covanta
Letter of Credit is not renewed within 15 days of expiring.
Once drawn, the reimbursement obligation related to the Covanta
Letter of Credit, in an amount up to $5,300,000, would be
secured.

The Settlement Agreement provides that:

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

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

      -- not draw on the Covanta Letter of Credit;

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

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

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

  (d) Effective on the Closing Date, Aramark and Aramark
      Entertainment will release Covanta and its affiliates,
      subsidiaries and parents from claims arising under the
      Guaranty, the Letter of Credit and the Lease Agreement.
      (Covanta Bankruptcy News, Issue No. 20; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


CYBERADS INC: Needs Additional Funds to Continue Operations
-----------------------------------------------------------
CyberAds, Inc., began operations in the fourth quarter of 2000
and began generating revenues in December 2000. Through its
wholly-owned subsidiary, IDS Cellular, Inc. (d/b/a "Wireless
Choices"), it generates revenues by marketing cell phone
services to potential consumers it is introduced to through its
internet affiliate program and other third party telemarketing
services.

Commencing in the fourth quarter 2001, the Company began
operating as a direct reseller of cellular phone service, which
provides it with increased revenues as well as a requirement to
provide cellular telephones with each sale and to maintain an
inventory of cellular telephones. In late January 2002, the
Company commenced the operations of Cyad Cellular Distributors,
Inc., an 80% owned subsidiary. Cyad is a wholesale distributor
of cellular telephones to retail operations. Revenues for Cyad,
net of inter-company sales, for the three and nine month periods
ended September 30, 2002 were approximately $208,000 and
$430,000, respectively. Cyad operations have ceased as of August
2002.

The Company's current period loss, working capital deficiency,
and stockholders' deficiency of $2,549,919, $2,860,671 and
$2,062,275, respectively, raise substantial doubt about its
ability to continue as a going concern.

The Company plans to raise additional funds through loans from
third parties and the sale of common stock for cash. The Company
has negotiated a more advantageous advance rate with its factor
that should ease the  Company's need for new capital. Cyberads
is of the opinion that the cash generated from these resources
will be sufficient to provide adequate liquidity and capital
resources. The Company anticipates that revenues will increase
from the offering of new products and cellular phone service
with new carriers.

The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital
and implement its business plan. Management believes that when
it accomplishes the steps  outlined above that the Company would
have sufficient liquidity to remain viable for at least twelve
months.

On October 14, 2002, GT Global Communications, Inc., a wholly-
owned subsidiary of the Company, entered into an independent
sales representative marketing agreement whereby the Company
markets a prepaid bank card via the Internet. The agreement has
an initial term of three years and an automatic three-year
renewal. The Company earns fees and commissions based on the
issuance and usage of each card.

Total revenues were $1,817,718 for the three months ended
September 30, 2002 and $646,593 for the three months ended
September 30, 2001. Revenues were $6,058,247 for the nine months
ended September 30, 2002 and $1,586,341 for the nine months
ended September 30, 2001. The $1,171,125 increase in revenues
for the three months ended September 30, 2002 as compared to
September 30, 2001 and the $4,471,906 increase in revenues for
the nine months ended September 30, 2002 as compared to
September 30, 2001 primarily reflect the growth of business
since commencement of its cellular phone services.

The cost of revenues was $952,172 and $2,834,279 for the three
and nine months ended September 30, 2002, respectively,
consisting principally of the cost of cellular telephones. The
gross profit for the three-month period was $865,546 or 47.6%
and $3,223,968 or 53.2% for the nine-month period.

Total expenses for the three months ended September 30, 2002
were $1,558,709 as compared to $1,271,757 for three months ended
September 30, 2001. Total expenses for the nine months ended
September 30, 2002 were $5,523,676 as compared to $2,562,879 for
the nine months ended September 30, 2001. The increases are
directly related to the growth of the Company's business.

Cyberads net loss for the three months ended September 30, 2002
increased by $67,999 to $693,163 from a net loss of $625,164 for
the three months ended September 30, 2001. Its net loss for the
nine months ended September 30, 2002 increased by $1,323,170 to
$2,299,708 from a net loss of $976,538 for the nine months ended
September 30, 2001. The increase in net loss was due primarily
to increases in expenses as explained above.

Although it has a net loss for the three and nine months ended
September 30, 2002, management believes that the offering of new
products and services and recent cost reductions should improve
operating performance for future periods.

As of September 30, 2002, the Company had an accumulated deficit
of $4,189,633 and cash in the bank of $0. It had a working
capital deficit at September 30, 2002 of $2,860,067. The deficit
was funded during the nine month period ended September 30, 2002
by proceeds from the exercise of options ($55,000), proceeds
from the issuance of convertible debentures ($60,000), net
advances from related parties ($4,199) and net advances on
accounts receivable under its factoring agreements with Rockland
Credit Finance LLC and WebBank ($255,847).

Cyberads is non-compliant with respect to payment of employee
and employer payroll-related taxes. The liability exceeds
$357,000 as of September 30, 2002 and does not include the
impact of penalties and interest. The Company recently initiated
communications with the IRS to pursue a satisfactory settlement
arrangement.

Since inception Cyberads has experienced negative cash flow and
has met its cash requirements by issuing, through a private
placement, its common stock and by issuing stock as compensation
for services provided. It has also funded current obligations
through the issuance of common stock and convertible debentures,
and related party loans. It generated additional funds through
borrowings from a related party.

As a result of recent cost reductions and the future offering of
new products and services, management anticipates that cash
generated from operations and received from loans should be
sufficient to satisfy  contemplated cash requirements for the
next 12 months. After such time, it is anticipated that Cyberads
will need to raise additional funds through private or public
offerings or additional borrowings.


DELTA AIR LINES: System Traffic Climbs 14.2% in December 2002
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the
month of December 2002. Traffic comparisons are provided for
year-over-year activity for 2001 and 2000 because the events of
Sep. 11, 2001, distort comparisons to 2001.

System traffic for December 2002 increased 14.2 percent from
December 2001 on a capacity increase of 1.7 percent.  Delta's
system load factor was 74.3 percent in December 2002, up 8.1
points from the same period last year. Compared to December
2000, December 2002 system traffic is up 3.0 percent, capacity
is down 5.7 percent and load factor is up 6.2 points.

Domestic traffic in December 2002 increased 17.0 percent year
over year on a capacity increase of 1.5 percent.  Domestic load
factor in December 2002 was 75.1 percent, up 10.0 points from
the same period a year ago.  Compared to December 2000, December
2002 domestic traffic is up 5.3 percent, capacity is down 4.2
percent and load factor is up 6.8 points.  International traffic
in December 2002 increased 4.4 percent year over year on a 2.6
percent increase in capacity.  International load factor was
71.6 percent, up 1.3 points from December 2001.  Compared to
December 2000, December 2002 international traffic is down 5.2
percent, capacity is down 10.6 percent and load factor is up 4.1
points.

During December 2002, Delta operated its schedule at a 98.2
percent completion rate, compared to 99.3 percent in December
2001 and 90.5 percent in December 2000.  Delta boarded 9,370,159
passengers during the month of December 2002.  Detailed traffic
and capacity are attached.

Delta Air Lines' 10.375% bonds due 2022 are currently trading at
about 66 cents-on-the-dollar.


ELAN CORP: Appoints G. Kelly Martin as President and CEO
--------------------------------------------------------
Elan Corporation, plc (NYSE:ELN) said that G. Kelly Martin, 43,
has been named President and Chief Executive Officer of the
company by unanimous vote of its Board of Directors. The
appointment is effective February 3, 2003.

"I am particularly pleased that Kelly possesses all the
requirements which we defined as critical for our CEO candidate.
Although he does not have direct pharmaceutical industry
experience, Kelly's exceptional management and business skills,
along with his tremendous passion for what our company does,
makes him an outstanding choice to lead Elan in its efforts to
recover and reestablish itself as a leader in our industry, "
said Dr. Garo Armen, who will remain Chairman of Elan.

Mr. Martin was a member of both the Executive Management and
Operating Committee of Merrill Lynch & Co., and was formerly
president of the International Private Client Group.

Mr. Martin's career at Merrill Lynch encompasses a broad array
of operating and executive responsibilities on a global basis.
In his most recent position, he was responsible for re-
engineering the company's non-US private client business. A
critical success of this assignment was achieving profitability
for the first time in Japan.

Previously, Mr. Martin oversaw the overhaul of the Merrill's
global debt markets business after significant market turmoil in
1998. From 1995-1998, he was responsible for systems and
technology for Merrill Lynch. Earlier in his career with Merrill
Lynch, Mr. Martin spent eight years in London, and over two
years in Japan in a variety of roles. He received a B.A. degree
in politics from Princeton University in 1981.

"After more than 20 years on Wall Street and in the world's
capital markets, I am joining a company which has the
opportunity to change the way diseases like Alzheimer's, Crohn's
and multiple sclerosis are treated," said Martin. "My goal is to
help bring these important compounds to market by ensuring a
strong financial future and operating platform for Elan."

Mr. Martin will join Elan's Board of Directors. As part of its
continued commitment to corporate governance, the company said
the positions of Chief Executive Officer and Chairman of the
Board will be separate positions at Elan.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in
neurology, pain management and autoimmune diseases. Elan shares
trade on the New York, London and Dublin Stock Exchanges.

                           *    *    *

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's said that the ratings and outlook on Elan
Corp., PLC (B-/Negative) would not be affected by promising
development data on the company's drug Antegren, a prospective
autoimmune treatment for multiple sclerosis and Crohn's disease.

The U.S. multiple sclerosis market is estimated to be $2 billion
annually. Antegren, a humanized monoclonal antibody, works via a
different mechanism of action than existing treatments. However,
Elan and its development partner, Biogen Inc. (unrated), must
still conduct larger Phase III trials on the drug.

Meanwhile, Dublin, Ireland-based Elan continues to face
significant upcoming debt maturities; the company has
approximately $1 billion in LYONs securities that can be put to
the company at the end of 2003 as well as $840 million coming
due in 2004 and 2005. The company has raised more than $600
million from asset divestitures in the past two quarters.
Nevertheless, the success of Elan's ongoing restructuring
program and the strength of its cash flows from operations
remain highly uncertain.


EMPIRIC ENERGY: Completes Purchase of Venture Energy Gas Wells
--------------------------------------------------------------
James J. Ling, CEO of Empiric Energy, Inc. (OTCBB:EMPE), a
Dallas-based oil and gas company, announced the completed
acquisition, from Venture Energy, Inc., of significant working
interest in several ongoing projects in Louisiana.  Mr. Gordon
Johnson, President of Venture Energy, Inc., confirmed that the
Kimball #2 well, located in the Livonia Field in Point Coupee
Parish, will be completed in approximately 10 days. Expected
production is estimated at 150 BOPD and 300 MCFPD. The oil
production will be sold immediately. The gas production will be
compressed and connected to a pipeline on an offset lease within
approximately 3 to 4 weeks. An offset well to the Kimball #2
will be started in approximately 6 weeks. Empiric has a 21% net
revenue interest in this project.

The water flood program, located in the Red River Bull Bayou, in
Red River Parish, Louisiana, is entering the testing stage with
production commencing in approximately 3 weeks from 6 wells.
Ultimately 20 wells are expected to produce in this project.
Empiric has a 15% net revenue interest in this project.

The Lake Washington Field, #1 well is being completed and should
be producing in the next several weeks. The Cameron Meadows
field project will commence within the next 2 months.

Mr. Johnson stated that his original revenue forecast was $3.25
per mcf, and $25.00 per BBL; however, current gas prices net to
Empiric will be in excess of $4.50 per mcf, and $30.00 per BBL.
Mr. Johnson estimated that Empiric's working interest will
produce within the 90 to 120 days production in the 300 to 400
BOPD, and 250 MCFPD and add significant revenues to Empiric's
interest.

In another positive development, Anderson Exploration, Inc., the
operator, has advised Empiric that the meter for the Comeaux #1
well is free from flooding after five months, and is installed
and should be activated as of this date. The operator expects to
start the workover of the Comeaux #2 well that will be tied to
the new meter in approximately 2 weeks.

Empiric Energy, Inc., further reminds the Empiric common stock
shareholders that January 14, 2003 that the corporate share
restructuring will be effective. This share restructuring calls
for each Empiric Energy, Inc. common share held to receive a
$1.00 per share Liquidation Value Series "L" convertible share,
i.e., for each 100 Empiric Energy shares owned the shareholder
will receive $1.00 per share in Series "L" liquidation value
preferred represented by 10 Series "L" Liquidation Value at
$10.00 per share, equal to $100.00. The Series "L" shares are
convertible on a one-for-one basis into Empiric Common shares.
The "L" shares should commence trading shortly thereafter. The
Empiric shareholder would retain 50 shares of the common.

Empiric Energy's September 30, 2002, balance sheet shows a
working capital deficit of about $382,000.


ENCOMPASS SERVICES: Honoring $3.8 Mill. of Customer Obligations
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates
obtained the Court's authority to honor prepetition obligations
under their customer programs and to maintain the programs
without interruption.

In the ordinary course of business, Encompass Services
Corporation and its debtor-affiliates maintain various warranty
programs designed to ensure customer and vendor satisfaction,
Lydia T. Protopapas, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, relates.  The Debtors provide certain express
warranties, and are subject to implied warranties, concerning
the quality of their workmanship with respect to 10,000 projects
performed on behalf of their customers.

In the event of a failure of the quality of their workmanship,
whether due to the failure of the goods installed or the quality
of the services provided, the Debtors are often contractually or
otherwise obligated to remedy the failures.  In case of product
failure, the Debtors return the product to the relevant
manufacturer, who is then required to either repair or replace
the defective product.  But in case of a failure of the quality
of their services, the Debtors are required to:

     -- send one or more skilled employees to the relevant
        project location, and

     -- provide follow-up services that are necessary to remedy
        the pertinent service failure.

Aside from the Warranty Programs, the Debtors also provide
maintenance and repair services for HVAC, plumbing, security,
and related residential systems.  To the extent that an item
covered by a Residential Customer Contract fails to perform
satisfactorily, the Debtors are obligated to either provide the
customer with the necessary repair services or to replace the
faulty equipment.  As of the Petition Date, the Debtors estimate
that there are $4,000,000 in accrued and unsatisfied performance
and payment obligations under the Residential Customer
Contracts.

The Debtors estimate that there are $3,800,000 in unpaid
prepetition claims under the Warranty Programs. (Encompass
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON CORP: Court Extends ENA Plan Filing Exclusivity to Jan. 31
----------------------------------------------------------------
Judge Gonzalez extends Enron North America's exclusive periods
to:

    (a) January 31, 2003 to file a plan; and

    (b) March 31, 2003 to solicit acceptances of that plan.

Moreover, the Court orders that if the Debtors file a joint plan
of reorganization for all the Debtors on or before the exclusive
period deadline, the ENA Examiner will have 45 days to review
and analyze the Joint Plan, test its assumptions and
methodologies and determine an appropriate course of action
prior to any hearing on the Disclosure Statement with respect to
the Joint Plan.  On the other hand, if the Debtors seek for
additional extension of their Filing and Solicitation Periods,
the ENA Examiner, as plan facilitator for ENA, will file a
report within 10 days prior to the extension hearing as to the
appropriateness of a further extension and comment in the status
of the development of a Joint Plan.  In furtherance of the ENA
Examiner's role as plan administrator, Judge Gonzalez directs
the Debtors to provide the ENA Examiner information concerning
progress, issues and obstacles in respect of a consensual plan
as may be reasonably required by him to prepare the Status
Report. (Enron Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


EXIDE TECHNOLOGIES: Appoints Biagio Vignolo as EVP and CFO
----------------------------------------------------------
Exide Technologies, Inc. (OTCBB:EXDTQ), the global leader in
stored electrical energy solutions, appointed Biagio N. Vignolo,
Jr., as Executive Vice President & Chief Financial Officer.

Prior to joining Exide, Vignolo served as Executive Vice
President and Chief Financial Officer of Sun Chemical
Corporation. During his tenure at Sun Chemical, he reorganized,
streamlined and coordinated various financial functions that
resulted in double-digit sales and operating profit growth for
Sun Chemical for over a decade. At Sun Chemical, Biagio
initiated restructuring programs that resulted in annual savings
of more than $100 million. Prior to that, he was Vice President
and Controller of American Bakeries Corporation where he
restored profitability and growth to the company through various
acquisitions and the closure and sale of unprofitable business
units. Vignolo has also served as Group Controller of the Health
Care Group at Revlon, Inc. Additionally, Vignolo has held
several auditing positions at Peat Marwick & Mitchell.

Vignolo is a Certified Public Accountant and received a B.S. in
accounting from Rider University.

Craig H. Muhlhauser, Chairman and Chief Executive Officer of
Exide Technologies, said, "We are extremely pleased to have
someone of Biagio's caliber join Exide's management team at this
critical time in the restructuring process. With over 30 years
of financial leadership and his proven track record in
implementing strong financial controls, Biagio will play a major
role in securing Exide's future success."

Vignolo said, "I am looking forward to being a part of the Exide
team and working together to strengthen Exide's financial
position. This is an excellent Company, one that is focused on
providing its customers with innovative and top quality
products, and I am excited to join Exide as it concludes its
reorganization."

Muhlhauser continued, "I also want to thank Lisa Donahue for the
outstanding contributions she has made to Exide's financial and
operational restructuring during her 15 month tenure as CFO.
Lisa has been instrumental in our progress to date and she will
continue to play a major role in our restructuring process, as
the Company prepares for successful emergence from Chapter 11."

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range
of stored electrical energy products and services for industrial
and transportation applications.

Transportation markets include original-equipment and
aftermarket automotive, heavy-duty truck, agricultural and
marine applications, and new technologies for hybrid vehicles
and 42-volt automotive applications. Industrial markets include
network power applications such as telecommunications systems,
fuel-cell load leveling, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply, and motive-power applications including lift trucks,
mining and other commercial vehicles.

Further information about Exide, its financial results and other
information are available at http://www.exide.com


EXIDE TECH.: U.S. Trustee Amends Creditors' Committee Membership
----------------------------------------------------------------
Donald F. Walton, Acting United States Trustee, amends the
composition of Exide Technologies' Official Committee of
Unsecured Creditors for the second time by replacing Offitbank
with Smith Management LLC effective December 20, 2002.  The
members of the Official Committee of Unsecured Creditors are:

       A. Pension Benefit Guaranty Corporation
          Attn: Rodney Carter
          1200 K Street, N.W., Washington, DC 20005
          Phone: (202) 326-4070 Fax: (202) 842-2643

       B. HSBC Bank USA, As Trustee
          Attn: Robert A. Conrad, V.P., Issuer Services
          452 Fifth Avenue, New York, NY 10018
          Phone: (212) 525-1314 Fax: (212) 525-1366

       C. The Bank of New York, As Trustee
          Attn: Corey Babarovich
          5 Penn Plaza, 13th Floor, New York, NY 10001
          Phone: (212) 896-7154 Fax: (212) 328-7302

       D. Smith Management LLC
          Attn: Elizabeth Pierce
          885 Third Avenue, 34th Floor, New York, NY 10022
          Phone: (212) 888-8252 Fax: (212) 751-9503

       E. Turnberry Capital Management, L.P.
          Attn: Jeffrey B. Dobbs
          410 Greenwich Avenue, Greenwich, CT 06830
          Phone: (203) 861-2700 Fax: (203) 861-2716

       F. Tulip Corporation
          Attn: Fred Teshinsky
          14955 E. Salt Lake Avenue, City of Industry, CA 91746
          Phone: (626) 968-0044 Fax: (626) 968-1104

       G. Transervice Logistics Inc.
          Attn: Dennis M. Schneider
          5 Dakota Drive, Suite 209, Lake Success, NY 11042
          Phone: (516) 488-3400 Fax: (516) 488-3574
(Exide Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EXTREME NETWORKS: Fiscal Q2 Net Loss Widens to $20 Million
----------------------------------------------------------
Extreme Networks, Inc., (Nasdaq: EXTR), a leader in Ethernet
broadband networking solutions, announced financial results for
the second fiscal quarter ended Dec. 29, 2002.

Net revenue for the second quarter of fiscal 2003 was $90.2
million, compared to $100.6 million for the first quarter of
fiscal 2003. Including special charges and deferred compensation
totaling $28.6 million, the Company reported a net loss of $19.7
million for the second quarter of fiscal 2003, compared to a net
loss of $4.7 million for the first quarter of fiscal 2003.
Before special charges and deferred compensation was recorded
during the quarter, the Company had a loss of $2.8 million
compared to a loss of $3.1 million for the first quarter of
fiscal 2003.

"Although the worldwide climate remains challenging, we are not
satisfied with this quarter's results and are committed to
strong results independent of external factors," said Gordon
Stitt, Extreme Networks president and CEO. "During the past
several quarters, we have implemented a number of programs that
are beginning to show results and are planned to have a positive
impact on our financial performance. One such area of focus is
management of our supply chain where we are now experiencing
lower overall costs."

"In addition, we continue to expand our customer base by forming
strategic partnerships with other worldwide market leading
companies, " added Stitt. "We are also maintaining our strong
investment in technology development, and this year our new
technology introduction plan includes our third generation
family of ASICs and innovative software, all ideally suited for
the advanced networking applications being deployed today and
planned for tomorrow. Our ongoing technology developments enable
Extreme to offer valuable customer-focused networking solutions
that allows for a lower total cost of ownership with superior
performance and in turn will drive our market growth."

Extreme Networks delivers the most effective applications and
services infrastructure by creating networks that are faster,
simpler and more cost-effective. Headquartered in Santa Clara,
Calif., Extreme Networks markets its network switching solutions
in more than 50 countries. For more information, visit
http://www.extremenetworks.com

As reported in Troubled Company Reporter's December 26, 2002
edition, Standard & Poor's assigned its 'B' corporate credit
rating and stable outlook to Extreme Networks Inc. At the same
time, Standard & Poor's assigned its 'CCC+' rating to the
company's $200 million 3.5% convertible subordinated notes due
2006.

The company had $227 million of debt outstanding at
September 30, 2002.


EYE CARE CENTERS: S&P Rates $142M Sr. Sec. Credit Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Eye Care Centers of America Inc.'s $142 million senior secured
credit facilities. Proceeds will be used to refinance the
company's existing term loan and acquisition facility and to
redeem up to $20 million of subordinated notes.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on ECCA, and revised its outlook on the company to
stable from negative.

"The outlook revision reflects the refinancing of the existing
credit facilities, ECCA's improving operating performance, and
our expectations that the positive operating momentum should
continue over the intermediate term," said Standard & Poor's
credit analyst Ana Lai.

After a period of lagging operating performance, ECCA reversed a
negative trend in same-store sales with an increase of 8.5% in
the first nine months of 2002. The improvement is largely
attributed to successful promotions, improved product
assortment, and inventory management.

ECCA shifted its merchandising strategy in the fall of 2001 from
higher price points to middle and low price points, including
private label sales. Increased promotions and better in-stock
position have contributed to significantly higher transaction
volumes over the last few months. In addition to sales
promotions, cost reduction initiatives implemented in 2001 have
started to yield results, contributing to improving EBITDA
generation quarter over quarter.

Adequate financial flexibility and improving operating trends
provide support for the ratings. ECCA's focus on strengthening
its operations while pursuing a limited growth strategy and
planned debt reduction resulting in improved credit protection
measures could contribute to potential longer-term rating
upside.


FANSTEEL INC: Completes Asset Sale Transaction with Hancock Park
----------------------------------------------------------------
As previously reported, on January 15, 2002, Fansteel Inc., and
its U.S. subsidiaries filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. The cases are
being administered in the United States District Court for the
District of Delaware, under Case Number 02-10109.

On December 30, 2002, Fansteel completed the sale of all of the
outstanding shares of Fansteel Schulz Products, Inc., its
wholly-owned subsidiary, to Hancock Park Associates pursuant to
Section 363 of the Code, the terms of the Stock Purchase
Agreement, dated October 25, 2002, and various approvals by the
Court.

The purchase price for the Shares is approximately $2.35 million
in cash, subject to post-closing adjustments. The sale proceeds,
including a $235,000 good faith deposit, have been deposited in
a restricted account controlled by Fansteel's lender under its
debtor-in-possession loan agreement, Congress Financial
Corporation.

Pursuant to the Second Amendment to the Loan Agreement, dated
October 25, 2002, Congress agreed that so long as the Debtors
are not in default under the Loan Agreement, the sale proceeds
from the sale of Schulz may be used to pay (i) court-approved
professional fees, (ii) certain critical vendor payments, (iii)
allowed administrative expenses, and (iv) for all costs and
expenses incurred in connection with the sale of the Shares.

In accordance with an order of the Court, the bankruptcy case
against Schulz was dismissed upon consummation of the sale of
the Shares. In accordance with such order and the terms of the
Stock Purchase Agreement, Purchaser has agreed to use its best
efforts to settle, compromise and pay all creditors' claims set
forth on the relevant schedule to the Stock Purchase Agreement
within 60 days or such greater period of time as the Court may
decide is reasonable.

Fansteel and its remaining U.S. subsidiaries continue to manage
their businesses and properties as debtors and debtors-in-
possession pursuant to Sections 1107 and 1108 of the Code and
subject to the supervision of the Court.


FLEXXTECH: Auditors Kabani & Company Express Going Concern Doubt
----------------------------------------------------------------
Flexxtech changed its business focus in 2001. Flexxtech's focus
was previously based on operating its three wholly or partially
owned subsidiaries through May of 2001. In June 2001, management
decided to concentrate management efforts and Flexxtech's
resources on Flexxtech's wholly-owned subsidiary, North Texas
Circuit Board, Co. Management further decided to divest itself
from its two other operating companies, Mardock, Inc., and
OpiTV.com, that in management's view, were not performing. As a
result, in July 2001, Flexxtech sold both Mardock, Inc., and
OpiTV.com. As a subsequent event, on August 20, 2002, it sold
North Texas Circuit Board.

The Company had losses from operation of $9,281,124 in 2001 as
compared to $901,067 in 2000. This loss included general and
administration costs of $7,093,656 and $822,222 for the years
ended December 31, 2001 and 2000, respectively. The increase is
due to issuance of 7,005,321 shares for consulting services and
compensation valued at $6,318,168. The Company incurred a net
loss of $12,392,858 for the year ended December 31, 2001 as
compared to a net loss of $1,814,953 for the year ended
December 31, 2000.  $3,111,734 of the loss came from
discontinued operations in 2001 as compared to $901,067 in 2000.

December 31, 2001, the Company had cash and cash equivalents of
$370,784 as compared to cash and cash equivalents of $519,865 as
of December 31, 2000. At December 31, 2000, the Company had a
working capital of $691,261 as compared to a working capital
deficiency (total current liabilities in excess of current
assets) of $3,045,428 as of December 31, 2001. Net cash used in
operating activities was $1,019,128 for year ended December 31,
2001 and $1,102,458 for the year ended December 31, 2000. Net
cash from financing activities was $1,057,575 for year ended
December 31, 2001, as compared to $1,991,768 for the year ended
December 31, 2000.

According to Kabani & Company, Inc., Certified Public
Accountants of Fountain Valley, California:  "The Company has
accumulated deficit of $14,235,009 including net losses of
$12,392,858 and $1,814,953 for the years ended December 31, 2001
and 2000, respectively. The Company has a shareholders deficit
of $2,416,423 on December 31, 2001. These factors as discussed
in Note 4 to the consolidated financial statements, raises
substantial doubt about the Company's ability to continue as a
going concern."  These statements are dated March 14, 2002 and
November 14, 2002.


FURR'S RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Furr's Restaurant Group, Inc.
             aka Furr's Bishop, Inc.
             3001 E. President George Bush
             Highway #200
             Richardson, Texas 75082

Bankruptcy Case No.: 03-30190

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Cafeteria Operators, L.P.                  03-30179
   Furr's/Bishop Cafeterias, L.P.             03-30185
   Cavalcade Foods, Inc.                      03-30194

Type of Business: Furr's Restaurant Group, Inc., operates
                  family-style cafeteria and buffet-style
                  restaurant.

Chapter 11 Petition Date: January 3, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin D. Hale

Debtors' Counsel: Samuel Martin Stricklin, Esq.
                  Bracewell & Patterson
                  500 N. Akard
                  4000 Lincoln Plaza
                  Dallas, TX 75201-3387
                  Tel: 214-758-1000

Total Assets: $49,303,000

Total Debts: $80,301,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cavalcade Pension Plan      Unfunded Pension Plan      Unknown
c/o Northern Trust
2020 Ross Avenue
PO Box 222230
Dallas, TX 75222-2230
Fax: 214-740-5807

Fleet Global Markets                                  $638,829
Fleet National Bank
100 Federal Street
MADE 10013H
Dallas, TX 02110
Fax: 617-434-3085

Axtex Corporation           Unpaid rent due            Unknown
Merrill Lynch & Co.         Real Property Leases
Two World Financial Center
South Tower, 5th Floor
225 Liberty Street
New York, NY 10080

Lynx Properties Corp.       Unpaid rent due on         Unknown
Merrill Lynch & Co.         Real Property Leases
Two World Financial Center
South Tower, 5th Floor
225 Liberty Street
New York, NY 10080

Loomis Agency               Advertising Prof.         $321,831
17102 Dallas Prkwy #200     Services
Dallas, TX 75248
Fax: 972-331-7001

Coca-Cola USA               Soft Drink Supplier       $125,238

Swift & Company             Food Supplier             $102,386

Newkirk Sablemart L.P.      Rent                       $99,375

Diamond Crystal             Food Supplier             $108,379

Ecolab, Inc.                Supplies                  $117,429

Martin Bros Distributing    Food Supplier              $61,937

Tarrant Co. Assessor        Property Taxes             $77,431

Southern Pride Catfish       Food Supplier             $71,955

Maricopa County             Property Taxes             $65,827

KDFW                        Media                      $62,424

San Juan Associates         Percent rent accrual       $66,144

Summer Prize Fruit          Food Supplier              $69,670

Value Frozen Foods          Food Supplier              $81,887

Gold Kist Poultry           Food Supplier              $82,886

Kraft Foods                 Food Supplier              $65,496

Pima County Treasurer       Property taxes             $69,492

Cole Hartford               Supplies                   $58,254

Okeene Mills                Food Supplier              $56,591


GENTEK INC: Committee Gets OK to Hire Morris Nichols as Counsel
---------------------------------------------------------------
Thomas G. Boucher, Jr., Chairman of the Official Committee of
Unsecured Creditors, appointed in the chapter 11 cases involving
GenTek Inc., and its debtor-affiliates, relates that they need a
local counsel to represent them in the Debtors' proceedings.  To
this end, the Committee sought and obtained the Court's approval
to retain Morris, Nichols, Arsht and Tunnell, nunc pro tunc to
October 28, 2002.

Mr. Boucher explains that the Committee selected Morris Nichols
as Delaware counsel because of the firm's extensive experience
and knowledge in the field of bankruptcy and creditors' rights,
especially in the local scene.

As co-counsel, Morris Nichols will:

  (a) advise the Committee with respect to its rights, duties
      and powers in these cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with those
      creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors, and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or their creditors concerning matters
      related to, among other things, the terms of a plan or
      plans of reorganization for the Debtors;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in theses cases;

  (g) represent the Committee at all hearings and other
      proceedings;

  (h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of its
      interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the Committee's interests in accordance
      with its powers and duties as set forth in the Bankruptcy
      Code.

Morris Nichols will seek compensation in accordance with its
hourly customary rates, and reimbursement of its actual,
necessary expenses.  The firm's attorneys and paralegals
responsible for representing the Committee and their current
hourly rates are:

            Attorney/Paralegal      Position       Rate
            ------------------      --------       ----
            Robert J. Dehney        Partner        $425
            Michael G. Busenkell    Associate       305
            Jason W. Harbour        Associate       210
            Emma J. Campbell        Paralegal       155

Mr. Dehney assures the Court that Morris Nichols:

  -- is not actively representing any party holding an adverse
     interest to the Debtors' estates, their creditors or the
     members of the Committee.  Before the appointment of the
     Official Creditors Committee, the firm represented the
     unofficial ad hoc committee of bondholders in connection
     with these cases.  When the Official Committee was
     appointed, Morris Nichols ended its engagement with the
     Bondholders' Committee;

  -- after a thorough search of its client database, has in the
     past or may currently represent potential interested
     parties in matters unrelated to these cases.  In
     particular, the firm:

       (1) currently serves as counsel to these entities in
           another matter:

           * JPMorgan Chase;
           * First American Bank;
           * M&T Bank; and
           * National City Bank; and

       (2) within two years before the Petition Date, has
           represented these entities:

           * Key Bank;
           * First National Bank;
           * Hibernia;
           * Trust Company of the West;
           * Royal Bank of Canada;
           * Bank of America; and
           * Deutsche Bank; and

  -- is a disinterested person as the term is defined in Section
     101(14) of the Bankruptcy Code. (GenTek Bankruptcy News,
     Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)


GENUITY INC: Wins Nod to Employ Ordinary Course Professionals
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
authorization to retain Ordinary Course Professionals without
the necessity of filing separate, formal retention applications,
and to pay the Ordinary Course Professionals for postpetition
services rendered and expenses incurred, subject to certain
limits, without the necessity of additional Court approval.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, tells the Court that the Debtors will continue
to require the services of the Ordinary Course Professionals
while operating as debtors-in-possession under the Bankruptcy
Code, to enable the Debtors to continue normal business
activities that are essential to their stabilization and
reorganization efforts.  Moreover, the work of the Ordinary
Course Professionals, albeit ordinary course, is directly
related to the preservation of the value of the Debtors'
estates, even though the amount of fees and expenses incurred by
the Ordinary Course Professionals represents only a small
fraction of that value.

It would severely hinder the administration of the Debtors'
estates if the Debtors were required:

    -- to submit to the Court an application, declaration and
       proposed retention order for each Ordinary Course
       Professional;

    -- to wait until the order is approved before an Ordinary
       Course Professional continues to render services; and

    -- to withhold payment of the normal fees and expenses of
       the Ordinary Course Professionals until they comply with
       the compensation and reimbursement procedures applicable
       to Chapter 11 Professionals.

Under these conditions, Mr. Milmoe is concerned that there is a
significant risk that some Ordinary Course Professionals would
be unwilling to provide services, and that others would suspend
services pending a specific Court order authorizing the
services. Since many of the matters are active on a day-to-day
basis, any delay or need to replace professionals could have
significant adverse consequences.  For example, if the expertise
and background knowledge of the Ordinary Course Professionals
with respect to the particular matters for which they were
responsible prior to the Petition Date were lost, the estates
undoubtedly would incur additional and unnecessary expenses
because the Debtors would be forced to retain other
professionals without background and expertise and potentially
at higher rates.  It is, therefore, in the best interests of the
Debtors' estates to avoid any disruption to the professional
services required in the day-to-day operation of the Debtors'
businesses.

Moreover, requiring the Ordinary Course Professionals to file
retention pleadings and participate in the payment approval
process along with the Chapter 11 Professionals would
unnecessarily burden the Clerk's Office, the Court and the
Office of the United States Trustee, while adding significantly
to the administrative costs of these cases without any
corresponding benefit to the Debtors' estates.

                    Retention Procedures

The Debtors recognize the importance of providing information to
the Court and the United States Trustee regarding each Ordinary
Course Professional who is an attorney.  Each Ordinary Course
Professional who is an attorney is required to file with the
Court and serve on the United States Trustee, counsel to any
statutory committees appointed in these cases, and the counsel
to the Debtors, a declaration and disclosure statement and a
retention questionnaire.

According to Mr. Milmoe, Notice Parties will be allowed 20 days
from the date of service by an Ordinary Course Professional of
the Declaration and Questionnaire to object to the retention of
the professional.  Any objections should be filed with the Court
and served on the appropriate Ordinary Course Professional and
the other Notice Parties so as to be received by the Objection
Deadline.  If the objection cannot be resolved and withdrawn
within 20 days of service, the matter will be scheduled for
hearing before the Court at the next regularly scheduled omnibus
hearing date or at any other date as is agreed on by the
Ordinary Course Professional, the Debtors and the objecting
party.  If no objection is received by the Objection Deadline,
or if an objection subsequently is withdrawn, the Debtors are
authorized to retain the Ordinary Course Professional as a final
matter without further order of the Court, effective as of the
later of the Petition Date or the date of the Debtors' retention
of the Professional.

With respect to Ordinary Course Professionals who are not
attorneys, these professionals are exempted from the requirement
to file a Declaration and Questionnaire and that their retention
be deemed approved without opportunity for objection.

The Court also authorizes the Debtors to employ and retain
additional Ordinary Course Professionals as future circumstances
require, without the need to file individual retention
applications or provide further hearing or notice to any party,
by filing with the Court a supplement and serving a copy of the
Supplement on the United States Trustee and counsel for the
Committee.

                     Payment Procedures

The Debtors are permitted under the Court Order to pay, without
formal application to the Court by any Ordinary Course
Professional, fees and expenses not exceeding a total of $35,000
per month, for each other Ordinary Course Professional.
Aggregate monthly payments to Ordinary Course Professionals are
limited to $400,000, unless additional payments are authorized
by the Court.

The Court also exempted from monthly and case limitations any
contingent fee amounts received by Ordinary Course Professionals
from recoveries realized on the Debtors' behalf.  In other
words, the limitations would apply only to direct disbursements
by the Debtors.

Mr. Milmoe states that payments to a particular Ordinary Course
Professional would become subject to Court approval pursuant to
an application for allowance of fees and expenses under Sections
330 and 331 of the Bankruptcy Code pursuant to the same
procedures that are established for Chapter 11 Professionals,
only if these payments exceed $35,000 per month on an average,
"rolling" basis.

Mr. Milmoe informs the Court that the monthly allowance for fees
and expenses of Ordinary Course Professionals will be applied on
an average, "rolling" basis.  Specifically, to the extent that
any professional's fees and expenses are in any month less than
$35,000, the Debtors propose that the remainder of the monthly
allowance be made available for payment to the professional
during subsequent months, in addition to the monthly allowance
amount.  Conversely, to the extent that any professional's fees
and expenses exceed $35,000 in any month, the Debtors will pay
no more than $35,000 -- and to roll the overage into following
months, when it can be paid if the fees and expenses in these
months are less than the allowance amount.

Prior to the Petition Date, the Debtors carefully reviewed all
bills received from the Ordinary Course Professionals to insure
that the fees charged were reasonable and that the expenses
incurred were necessary.  This type of review will continue
postpetition and, coupled with the proposed monthly and case
caps, will protect the Debtors' estates against excessive and
improper billings.

The Debtors will file a payment summary statement with the Court
every 120 days, or any other period as the Court directs, and
will serve this statement on the United States Trustee and
counsel for the Committee.  The summary statement will include
this information for each Ordinary Course Professional:

    -- the name of the Ordinary Course Professional;

    -- the aggregate amounts paid as compensation for services
       rendered and reimbursement of expenses incurred by the
       Ordinary Course Professional during the statement period;
       and

    -- a general description of the services rendered by the
       Ordinary Course Professional. (Genuity Bankruptcy News,
       Issue No. 4; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


GILAT SATELLITE: Soliciting Proxies for Noteholders' Meeting
------------------------------------------------------------
Gilat Satellite Networks Ltd., (NASDAQ:GILTF) commenced the
solicitation of proxies for a meeting of the holders of its
4.25% Convertible Subordinated Notes due 2005 to approve a plan
of arrangement with certain creditors pursuant to Section 350 of
the Israeli Companies Law--1999, as described in a proxy
solicitation statement being sent by the Company to all holders
of the Notes as of January 2, 2003, the record date for the
solicitation.

The purpose of the plan of arrangement is to permit the Company
to restructure its principal debt obligations, including the
Notes. The plan of arrangement includes an offer by the Company
to issue a combination of 4.00% Convertible Notes due 2012 and
its ordinary shares, par value NIS 0.01, in exchange for all the
Notes.

The meeting of the holders of the Notes is scheduled at 10:00
a.m., Israel time, on February 5, 2003.

The proxy solicitation will expire at 11:59 p.m., New York City
time, on February 3, 2003, unless extended. For a complete
statement of the terms and conditions of the proxy solicitation,
holders of the Notes should refer to the proxy solicitation
statement dated January 6, 2003.

Holders of the Notes with questions relating to the meeting of
bondholders may contact Georgeson Shareholder Communications,
Inc., the Company's information agent in connection with the
proxy solicitation, at the toll-free telephone number 1-866-328-
5446 (banks and brokers call (212) 440-9800), or Tim Perrott,
Vice President of Investor Relations, at the details set forth
below.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal satellite network technology - with nearly 400,000
VSATs shipped worldwide. Gilat markets the Skystar Advantage,
DialAw@y IP, FaraWay, 360E and SkyBlaster(a) 360 VSAT products
in more than 70 countries around the world. The Company provides
satellite-based, end-to-end enterprise networking and rural
telephony solutions to customers across six continents, and
markets interactive broadband data services. The Company is a
joint venture partner in SATLYNX, a provider of two-way
satellite broadband services in Europe with SES GLOBAL. Skystar
Advantage(R), DialAw@y IP(TM) and FaraWay(TM) are trademarks or
registered trademarks of Gilat Satellite Networks Ltd., or its
subsidiaries. Visit Gilat at http://www.gilat.com


GILAT SATELLITE: Expects to Firm-Up Debt Workout Plan in Q1 2003
----------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide
leader in satellite networking technology, reported its results
for the quarter ended September 30, 2002.

The Company also announced a significant increase in backlog as
a result of several major new contracts within the past two
months.

Revenues for the third quarter were US$43 million and year-end
backlog is expected to increase to approximately US$250 million.
Net loss for the third quarter was US$108 million, which
included write-offs associated with a partial impairment of GVT
notes, inventory adjustment related to current sales level,
adjustment for doubtful accounts, final costs associated with
the closing of the rStar transaction, and certain transponder
termination costs associated with StarBand Communications.
Without these impacts and without our share in equity losses in
Satlynx and Starband, net loss was US$26.9 million for the
quarter.

Gilat Chairman and Chief Executive Officer Yoel Gat said,
"Although our top line has been impacted over the past two
quarters due to temporary delays in signing certain contracts,
we have recently signed several large deals over the past few
weeks as we moved to finalize the details of our debt
restructuring plan. These major wins are expected to increase
backlog to approximately US$250 million, which is comparably
higher than 2001 year-end backlog. This increase in backlog is
expected to have a positive effect on our revenue and business
as we move forward in 2003."

Major new contracts lead to significant increase in backlog --
Major telecommunications companies and governments continue to
adopt Gilat's technology and communications solutions

Gilat recently reported several major core-business wins,
leading to an expected increase in year-end backlog to
approximately US$250 million. From this backlog amount, the
Company expects that approximately over US$120 million will turn
into revenue during 2003, thus providing a stable base on which
to grow revenue from during the upcoming year. Recent new
contracts currently in backlog include:

     -- The Colombian government selected Gilat for two
Compartel projects including the installation and operation of
500 telecenters that will provide Internet connectivity and
telephony services in cities and towns throughout Colombia and a
3,000-site fixed rural satellite telephony network. Together,
the total value of the contracts is approximately US$65 million.

     -- Brazil's Communications Ministry selected Gilat to
provide two-way, satellite Internet service to 3,200 sites
nationwide, in a contract worth US$22 million. The satellite
communications network, based on Gilat's Skystar 360E(TM) VSAT
product, will serve Brazil's new GESAC program that was
established to provide Internet access to millions of citizens
in 3,200 communities nationwide. It is the first government
program of its kind in Brazil.

     -- China Telecom, one of China's largest telco's, selected
Gilat to provide a large-scale DialAw@y IP(TM) satellite rural
telephony network to serve more than 1,300 public call offices
in Tibet. The contract is worth approximately US$8 million.

     -- Gilat was selected by Telkom South Africa Limited, the
largest telco in Africa, to provide a Skystar 360E satellite hub
station and thousands of VSAT terminals, establishing Gilat's
satellite-based technology as Telkom SA's broadband VSAT
offering. The agreement spans a five-year period reaching a
cumulative amount of more than 26,000 units - making it, when
completed, one of the largest VSAT networks in the world. Gilat
expects to generate approximately US$10 million in revenue by
the end of 2003.

     -- Do it best Corporation selected Gilat's Spacenet
subsidiary to provide a high-speed broadband network to serve up
to 4,000 retail locations nationwide.

     -- Star One expanded its broadband satellite network by
adding 2,000 SkyBlaster 360 VSAT terminals to its existing
network of 3,700 VSAT terminals. The additional VSATs will allow
Star One to expand its services of broadband Internet access for
consumers and small businesses throughout Brazil.

     -- Gilat was selected by Artel Communications to provide an
additional two-way satellite communications telephony network
for use throughout Rwanda. The 400-site DialAw@y IP(TM) network
will be deployed evenly throughout the country, each VSAT
servicing two public phones using a prepaid (scratch card)
system and powered with solar energy.

     -- Gilat's U.S. subsidiary, Spacenet Inc., was selected by
the Texas Department of Health to provide a high-speed satellite
communications network to support interactive data applications
and interactive distance learning services to 520 offices
throughout the state. TDH will use Gilat's Skystar Advantager
VSAT network for its Bureau of Nutrition's Women, Infants and
Children program.

     -- Gilat's US subsidiary, Spacenet Inc., was selected by
The Steak n Shake Company to deploy a broadband satellite-based
IP network at a minimum of 350 Steak n Shake restaurant
locations nationwide. Spacenet's Connexstar broadband satellite
service will provide Steak n Shake with commercial grade, high-
speed, always-on connectivity for critical point-of-sale
applications.

Restructuring plan nears closing and date is set for meeting
with bondholders and bank lenders to approve plan

Last month, Gilat announced that it has reached agreement with
its major bank and holders of a majority of bonds on the details
of its debt restructuring plan. The Company is moving forward in
anticipation of completing the restructuring plan in first
quarter 2003.

"The closing of our debt restructuring plan will be a major
milestone for Gilat, positioning the Company on a path of growth
in 2003 and beyond, with a significantly improved balance sheet
and operating structure," added Gat.

The Company has set a date of February 5, 2003, to hold a final
meeting of bondholders and bank lenders to approve its debt
restructuring plan as filed with the Israeli District Court in
Tel Aviv. The Company also commenced the mailing of proxy
information on January 6, 2003, in connection with the upcoming
meetings.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc. and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal (VSAT) satellite network technology - with nearly
400,000 VSATs shipped worldwide. Gilat markets the Skystar
Advantage, DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster(a)
360 VSAT products in more than 70 countries around the world.
The Company provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. The
Company is a joint venture partner in SATLYNX, a provider of
two-way satellite broadband services in Europe, with SES GLOBAL.
Skystar Advantage(R), Skystar 360(TM), DialAw@y IP(TM) and
FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd. or its subsidiaries. Visit Gilat at
http://www.gilat.com


GLOBAL CROSSING: Inks Contract with Premier Sourcing Partners
-------------------------------------------------------------
Global Crossing signed an agreement with Premier Sourcing
Partners, a division of Premier, Inc., that delivers information
technology solutions to Premier members, to offer voice and data
services to its members.

Premier is a healthcare alliance of more than 1,500 not-for-
profit hospitals committed to improving healthcare quality,
enhancing safety and reducing costs.

Under the terms of the agreement, Premier will offer its members
a robust set of Global Crossing services, including broadband,
Frame Relay and ATM, IP VPN, Dedicated Internet Access,
conferencing and voice services.

"Premier members are at the forefront of healthcare and require
access to the products and technologies that are revolutionizing
the industry," said Terry Carroll, Ph.D., chief operating
officer, PSP. "Our members will benefit from increased choices
and options for essential data services thanks to this new
agreement with Global Crossing."

"Global Crossing has been very forthcoming in each step of their
restructuring process," continued Carroll. "We are confident in
their commitment to provide quality products and services to our
members as they continue with their Plan of Reorganization."

Global Crossing will offer Premier members the following set of
services:

     -- Global Crossing's comprehensive IP VPN services provide
private data networks for customers to deliver their IP traffic
across the globe -- quickly, reliably, securely and cost-
effectively -- among internal organizations or among and between
business partners. Two service options provide enterprises with
the flexibility they need to leverage their preferred access
methods and maximize bandwidth efficiencies.

     -- Global Crossing Private Line service delivers highly
reliable, point-to-point digital connectivity at capacities
ranging from T1/E1 to OC48/STM16 over Global Crossing's 101,000-
mile fiber-optic network linking over 200 cities in 27
countries.

     -- Direct Dial Services, a premier outbound voice service,
delivers high-quality international and national long-distance
voice connections to 240 countries over Global Crossing's secure
fiber-optic network. DDS also enables businesses to maximize
cost savings by utilizing "any distance" pricing -- users pay
the same low price per minute to the same country no matter
where they call from.

     -- Dedicated Internet Access provides customers with
always-on, direct high-speed connectivity to the Internet at
speeds ranging from sub-T1/E1 to OC48/STM 16, as well as FastE
and GigE, on a global basis. DIA service can also be accessed
via a Frame Relay or ATM network using Frame-to-IP or ATM-to-IP
internetworking.

     -- Global Crossing's Frame Relay and ATM services provide
customers with secure high performance Wide Area Networking
solutions for all their data needs, with flexible bandwidth and
full Frame Relay to ATM Interworking for maximum efficiencies
among locations of all sizes.

     -- Ready-Access(R), the industry leader in automated,
reservation-less conferencing, puts the user in control of the
audio conference, and allows geographically dispersed
participants to meet any time, anywhere. No reservations are
needed, although operators are always available for assistance.

     -- eMeeting, an on-demand, reservation-less, Web-based
meeting and productivity service, enhances Ready-Access on-
demand audio conferencing with meeting coordination and data
collaboration tools.

     -- Event Call is a 100 percent operator-assisted, full-
service conference call, offering users full operator
coordination, monitoring and support for large scale
conferences, and giving users the highest level of formality and
the additional option of several security features.

     -- Videoconferencing over IP, currently in limited
availability, is a smarter, high-quality and cost-effective
videoconferencing service that allows participants to see and
hear each other in real-time.

"Healthcare is an extremely communications-intensive industry,
which Global Crossing has long supported with its product suite
running over a global, 200-city IP-based network," said Dave
Carey, Global Crossing's executive vice-president of enterprise
sales. "With this new agreement in place, top institutions
around the country can avail themselves of our secure, resilient
offering, and usher in the era of long-distance care, freeing
doctors and patients from geographic constraints. The industry
relies on the timely delivery of accurate, precise information,
and Global Crossing fulfills those demands with our unmatched
infrastructure, improving corporate stability, and flexible
pricing. We look forward to expanding this relationship over the
years."

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which it filed with the Bankruptcy Court on September 16, 2002,
does not include a capital structure in which existing common or
preferred equity will retain any value. Global Crossing expects
to emerge from bankruptcy in the first half of 2003.

On November 18, 2002, Asia Global Crossing Ltd., and its
subsidiary, Asia Global Crossing Development Co., commenced
Chapter 11 cases in the United States Bankruptcy Court for the
Southern District of New York and coordinated proceedings in the
Supreme Court of Bermuda. Asia Global Crossing's bankruptcy
proceedings are being administered separately and are not being
consolidated with Global Crossing's proceedings. Asia Global
Crossing Ltd. is a majority-owned subsidiary of Global Crossing.
However, Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders.

Please visit http://www.globalcrossing.comor
http://www.asiaglobalcrossing.comfor more information about
Global Crossing and Asia Global Crossing.

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 3 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GRUMMAN OLSON: Section 341(a) Meeting Scheduled for January 16
--------------------------------------------------------------
The United States Trustee for Region II will convene a meeting
of Grumman Olson Industries, Inc.'s creditors on January 16,
2003, at 3:00 p.m., in the Office of the United States Trustee,
80 Broad Street, Second Floor, in Manhattan.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Grumman Olson Industries, Inc., derives its operating revenues
primarily from the sale of truck bodies.  The Company filed for
chapter 11 petition on December 9, 2002, in the U.S. Bankruptcy
Court for the Southern District of New York. Sanford Philip
Rosen, Esq., at Sanford P. Rosen & Associates, P.C., and James
M. Matthews, Esq., at Carl A. Greci, Esq., represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $30,022,000 in total
assets and $38,920,000 in total debts.


HOLLINGER INC: Caps Retraction Price of Retractable Shares
----------------------------------------------------------
Hollinger Inc., (TSX:HLG.C) said that the Retraction Price of
the retractable common shares of the Corporation as of
January 7, 2003 shall be $5.50 per share.

Hollinger owns English-language newspapers in the United States,
the United Kingdom and Israel. Its assets include the Telegraph
Group Limited in Britain, the Chicago Sun-Times, The Jerusalem
Post, a large number of community newspapers in the Chicago
area, a portfolio of new media investments and a variety of
other assets.

As previously reported, Standard & Poor's placed its ratings on
Hollinger Inc., and its subsidiaries, including Hollinger
International Inc., and Hollinger International Publishing Inc.,
on CreditWatch with negative implications.

At the same time, the 'BB-' rating was assigned to Hollinger
International Publishing's proposed US$300 million senior
secured three-tranche bank facility due between 2008-2009, and
the 'B' rating was assigned to Hollinger International
Publishing's announced US$300 million senior unsecured notes due
2010. Net proceeds from the new issuances will be used to
refinance outstanding indebtedness, including the remaining
US$240 million 9.25% senior subordinated notes due 2006 and
US$265 million 9.25% senior subordinated notes due 2007,
repayment of US$90 million debt at Hollinger International, and
for general corporate purposes. Following completion of the
announced refinancing, Standard & Poor's will withdraw its
senior subordinated debt ratings on the company.

Hollinger Inc., is required to make a partial repayment of its
bank facility by the end of February 2003, at which time the
remaining bank loan will be extended until December 2003.
Hollinger Inc.'s ability to make the required reduction is
largely dependant on the completion of announced refinancing at
its U.S. subsidiaries or on other financial alternatives,
including the sale of assets.

The resolution of the CreditWatch placement is dependant upon
the successful completion of the announced transactions and the
refinancing and/or reduction of Hollinger Inc.'s bank debt by
Feb. 28, 2003, after which the ratings will be affirmed at 'BB-'
with a negative outlook."


HOUSTON CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Houston Chemical Services Inc
        aka HCS
        PO Box 591155
        Houston, Texas 77259-1155

Bankruptcy Case No.: 03-30070

Chapter 11 Petition Date: January 2, 2003

Court: Southern District of Texas (Houston)

Judge: Manuel D. Leal

Debtor's Counsel: Cynthia E Rankin, Esq.
                  1314 Texas Ave Suite 1100
                  Houston, TX 77002
                  Tel: 713-225-3600

Total Assets: $11,789,727

Total Debts: $5,405,317

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bayport Gathering, Inc.     Wastewater Treatment      $346,921
U.S. Dev't Group             Services
9800 Fairmont Parkway
Pasadena, Texas 77507

Absolute Disposal Systems   Equipment, Consulting     $305,779
1302 Waugh Drive, Suite 869
Houston, TX 77014
Attn: Jay Miller

Electro Remediation Tech.,  Pending Litigation        $300,000
LLC
Pleasure Pier Boulevard
#43
Port Arthur, TX 77640

Flo Trend System, Inc.      Equipment Purchase        $300,000
707 Richmond Avenue
Houston, TX 77018-1513

Southern Ionics, Inc.       Judgment                  $286,350
c/o Dale Jefferson
808 Travis, Suite 1800
Houston, TX 77002

Absolute Disposal Systems   Equipment, Supplies       $205,252
                             & Rent

Harris County               Pending Litigation        $200,000

NES                         Equipment Rentals         $180,000

Orcan Oilfield Services LTD Loan                      $120,793

Southern Ionics, Inc.       Land Note                  $66,000

Environ Express Labs        Lab Analysis               $48,548

Lenox K. Shelton            Pending Litigation         $43,966

Dept. of Treasury                                      $40,000

Absolute Disposal Systems   Equipment, Consulting,     $35,600
                             Supplies

Rothfelder & Falick, LLP    Judgment                   $30,000

Liquid Solutions, Inc.      Wastewater Treatment       $20,000
                            Supplies & services

The Andress Walsh Company   Judgment                   $17,276

Chase Bank                  Judgment                   $16,353

Mobile Modular              Rental of Office Bldg.     $15,000

Hertz Equipment Rental      Forklift Rentals           $15,000


INSILCO TECHNOLOGIES: Taps Young Conaway as Bankruptcy Attorneys
----------------------------------------------------------------
Insilco Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for approval
to retain and employ the law firm of Young Conaway Stargatt &
Taylor, LLP, as attorneys in their chapter 11 cases.

Young Conaway will be paid on an hourly basis.  The principal
attorneys and paralegals designated to represent the Debtors and
their current standard hourly rates are:

     Pauline K. Morgan              $380 per hour
     Maureen D. Luke                $355 per hour
     Sharon M. Zieg                 $240 per hour
     Alfred Villoch, III            $180 per hour
     Stefanie Hubloue, Paralegal    $110 per hour

Young Conaway is expected to:

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

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

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

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

The Debtors also sought authority to retain the firm of Shearman
& Sterling as bankruptcy counsel.  Attorneys from Shearman &
Sterling and Young Conaway have conferred regarding the division
of responsibilities in an effort to avoid the duplication of
tasks between them.

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: Rotech Has Until Apr. 14 to File Final Report
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
delays the automatic entry of a final decree closing the
Reorganizaed Rotech Debtors' cases until May 12, 2003, and
extends the date for filing a final report and accounting to the
earlier of April 14, 2003 or 15 days before the hearing on any
motion to close the Reorganized Rotech Debtors' cases.  This
extension is without prejudice to their right to seek a further
extension or seek a final decree closing the cases on or before
May 12, 2002. (Integrated Health Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERLIANT: Completes Oracle Business Sale to SchlumbergerSema
--------------------------------------------------------------
Interliant, Inc. (OTCBB:INIT), a leading provider of managed
infrastructure solutions, completed the sale of its Oracle
professional services business to SchlumbergerSema, a subsidiary
of Schlumberger (NYSE:SLB), through an asset sale transaction.
This sale completes the planned divestitures of non-core
businesses which Interliant announced on August 5, 2002, when
the company filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

The sale of the assets of the Dallas, Texas-based consulting
group was closed on December 20, 2002, for cash and the
assumption by SchlumbergerSema of certain debt related to the
Oracle business. Additionally, SchlumbergerSema has hired all of
the employees of the business.

"We have now completed an important part of our restructuring,"
said Francis J. Alfano, Interliant's president and CEO. "Now
that we have divested our non-core businesses, we can focus all
of our resources on the solution areas for which we see the
greatest market demand and profit potential: our managed
hosting, managed messaging, and bundled security offerings. With
these sales complete, we believe we are well-positioned to move
on to our next milestone: emergence from Chapter 11."

Interliant, Inc., (OTCBB:INIT) is a leading provider of managed
infrastructure solutions, encompassing messaging, security, and
hosting plus an integrated set of professional services that
differentiate and add customer value to these core solutions.
The company makes it easier and more cost-effective for its
customers to acquire, maintain, and manage their IT
infrastructure via selective outsourcing. Headquartered in
Purchase, New York, Interliant has forged strategic alliances
and partnerships with the world's leading software, networking
and hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft,
and Sun Microsystems Inc. For more information about Interliant,
visit http://www.interliant.com


JLG INDUSTRIES: Takes Actions to Downsize Ops. and Reduce Costs
---------------------------------------------------------------
JLG Industries, Inc., (NYSE:JLG) announced further actions of
its ongoing longer-term strategy to streamline operations and
reduce fixed and variable costs.

As part of JLG's capacity rationalization plan commenced in
early 2001, the 130,000-square foot facility in Bedford,
Pennsylvania, which currently produces selected scissor lift
models, will be temporarily idled and production integrated into
the Company's Shippensburg, Pennsylvania facility.

Additionally, reductions in selling, administrative and product
development costs will result from changes in the global
organizational and process consolidations. When these changes
are fully implemented, the Company expects to generate
approximately $20 million in annualized savings at a cost of
$9.5 million representing a payback of approximately six months.

"While facing the challenges of this economy, our most recent
actions are consistent with the broader realignment efforts of
our three-year, multi-dimensional strategic plan to further
optimize performance," said Bill Lasky, Chairman of the Board,
President and Chief Executive Officer. "Over the last 18 months,
we focused on enhancing the business using a three-point
approach as a tactical guide for continued growth and increased
profitability. The first point addresses the additional capacity
created by ongoing manufacturing process improvements; the
second improves standardization and commonality of product
lines; and the third focuses on global supply chain management.

"Relative to the first point, we have been focusing on enhancing
the business for increased profitability and growth by ongoing
manufacturing process improvements. Over the last two years, the
additional production capacity created has resulted in the
permanent closures of two assembly facilities and the temporary
idling of another. Production of aerial work platforms will now
be effectively focused in three facilities: McConnellsburg,
Pennsylvania; Shippensburg, Pennsylvania; and Maasmechelen,
Belgium.

"Additionally, during this same time period, we established our
current sales and service operations model for Europe, even as
we continued to serve our international customers through a
parallel operation based in the UK. This service model has
proven more effective and efficient than its predecessor.
Therefore, we will be eliminating the redundant operation and
reducing headcount in Europe by 36 people without sacrificing
our ability to satisfy customer demands.

"The second point of our enhancement plan concentrates on
continuing to transition to a new manufacturing model that
reinforces the standardization and commonality factors of
product design. We expect to complete the transition over the
next 1 to 2 years, which will provide greater manufacturing
flexibility. Our focus on global supply chain management, the
third point of our plan, has already resulted in European
sourcing of components for both our Belgium-based operations and
US-based production facilities."

Jim Woodward, Executive Vice President and Chief Financial
Officer said, "Clearly this has been a difficult decision as the
team members at Bedford and Shippensburg have accomplished
dramatic productivity improvements. We will be reducing a total
of 189 people globally and transferring 99 production jobs from
the Bedford operations to the Shippensburg facility. Production
of scissor lifts, which are now assembled in Bedford, will be
integrated into the Company's newer and more flexible 300,000-
square foot facility in Shippensburg by fiscal year end and
Bedford production team members will be afforded transfer
opportunities.

"These actions will result in $3.5 million of restructuring
costs, $4.4 million of restructuring-related costs, and $1.6
million of capital expenditures. Almost all of these expenses
will be cash charges, which will be recorded over the next three
quarters. In the current fiscal quarter, estimated restructuring
charges of $1.3 million will be combined with capital
expenditures of $200 thousand for a total cash outlay of $1.5
million. Our top priorities over the near term continue to focus
on reducing working capital, reducing cost and improving free
cash flow."

JLG Industries, Inc., is the world's leading producer of mobile
aerial work platforms and a leading producer of telehandlers and
telescopic hydraulic excavators marketed under the JLG(R) and
Gradall(R) trademarks.

Sales are made principally to rental companies and distributors
that rent and sell the Company's products to a diverse customer
base, which include users in the industrial, commercial,
institutional and construction markets. JLG's manufacturing
facilities are located in the United States and Belgium, with
sales and service locations on six continents.  For more
information, visit http://www.jlg.com

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its triple-'B'-minus corporate credit rating to
Hagerstown, Maryland-based JLG Industries Inc., a construction
equipment manufacturer.

At the same time, Standard & Poor's assigned its triple-'B'-
minus rating to the company's proposed $250 million senior
secured revolving credit facility expiring June 18, 2004. In
addition, Standard & Poor's assigned its double-'B'-plus rating
to the company's $150 million senior subordinated notes due June
2012. The outlook is stable.


KAISER: Wants Plan Filing Exclusivity Stretched Until April 30
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates need a
second extension of the Exclusive Periods so that they can
continue their efforts to address a myriad of issues that drove
them to bankruptcy, including:

  (a) the excessive debt burden that included significant near-
      term debt maturities;

  (b) the unusually weak aluminum industry business conditions
      exacerbated by the substantial decline in demand for
      aerospace products that followed the September 11, 2001
      terrorist attacks;

  (c) the pendency of more than 100,000 asbestos claims and the
      potential for more asbestos claims in the future; and

  (d) the significant and increasing costs for retiree medical
      and pension obligations.

"Given the complexity of the issues and the numerous creditor
constituencies with varying interests involved, the process for
ultimately achieving a consensus on a framework for a plan of
reorganization may very well be lengthy.  It is therefore
appropriate to extend the Exclusive Periods at this stage in the
Chapter 11 cases," Paul N. Heath, Esq., at Richards, Layton &
Finger, states.

Thus, by this motion, the Debtors ask the Court to extend their
exclusive periods to file a reorganization plan until April 30,
2003 and solicit acceptances of that plan to June 30, 2003.

After effectuating a smooth transition into Chapter 11 and since
their first request to extend the Exclusive Periods, Mr. Heath
relates that the Debtors have continued their efforts to
maximize the value of their estates for all creditors and
parties-in-interest.  The Debtors also have achieved notable
success in relevant matters, including:

   1. obtaining Court approval of a key employee retention
      program to ensure that key management employees remain
      with the Debtors and are focused on a successful
      reorganization;

   2. negotiating, and seeking Court approval of, an agreement
      to sell their interests in certain real properties and
      improvements located in Oakland, California known as the
      Kaiser Center;

   3. negotiating, and obtaining Court approval of, the sale of
      the Debtors' aluminum forging facility located in Oxnard,
      California as well as an agreement with the corresponding
      national and local union regarding severance benefits for
      certain employees who will be affected by the sale;

   4. negotiating, and obtaining Court approval of, the sale of
      certain pipeline assets;

   5. obtaining Court approval to reject a power contract with
      the Bonneville Power Administration, which enabled the
      Debtors to avoid paying take-or-pay obligations ranging
      from $1,000,000 to $2,000,000 per month that would
      have otherwise become due starting in October 2002;

   6. obtaining Court orders to reject a variety of other
      burdensome or uneconomic executory contracts;

   7. negotiating, and seeking Court approval of, an amendment
      to the Debtors' postpetition credit agreement to, among
      other things, modify the method by which EBITDA is
      calculated to exclude certain cash and non-cash charges to
      comport with the Debtors' revised financial forecast and
      to allow the sale of certain of the Debtors' non-core or
      non-operating assets;

   8. successfully resolving or defending various actions
      against the Debtors' estates, including motions to lift
      the automatic stay and demands for payment of reclamation
      claims;

   9. negotiating a favorable resolution of significant tax
      liability issues raised by a multi-year tax audit of
      Debtor Kaiser Alumina Australia Corporation conducted by
      the Australian Taxation Office;

  10. negotiating an agreement, subject to finalization,
      relating to the handling, method of compensation and
      liquidation of hundreds of claims of present or former
      employees in Louisiana for hearing loss injuries;

  11. establishing a general bar date for claims, except
      asbestos-related personal injury claims and certain
      hearing-loss claims;

  12. formulating and presenting to both the Official Committee
      of Unsecured Creditors and Official Committee of Asbestos
      Claimants their long-term strategic plan, which is being
      refined and updated based on feedback from the Committees,
      as well as current conditions.  The Debtors, with the
      assistance of Lazard Freres & Co. LLC, their financial
      advisor, are continuing to work on the backup financial
      detail for the Strategic Plan;

  13. implementing operating efficiencies and cost reduction
      initiatives that have significantly reduced the Debtors'
      general and administrative expenses and inventory costs;

  14. beginning to address key liability issues by, among other
      things:

        (i) meeting with the Pension Benefit Guaranty
            Corporation to resolve issues relating to the
            Debtors' pension plans; and

       (ii) meeting with the Asbestos Committee and the Debtors'
            insurers to establish a framework to deal with their
            asbestos liability; and

  15. making substantial progress on the selection of a
      representative for future asbestos personal injury
      claimants.

Mr. Heath also points out that the size and scope of the
Debtors' business operations is rather extensive, which further
contributes to the complexity of these cases.  The Kaiser
Companies have worldwide operations in all principal aspects of
the aluminum industry.  They conduct business throughout the
United States and overseas, have thousands of potential
creditors and currently employ over 5,500 full-time and part-
time employees.  As of the Petition Date, the Debtors face more
than 100,000 pending asbestos claims and thousands of other
potential creditors.  Meanwhile, Mr. Heath reports that the
Debtors are:

    -- attending to the day-to-day administration of these
       Chapter 11 cases;

    -- continuing to take measures to reduce costs and improve
       their business operations; and

    -- addressing the key liability issues that currently impede
       their progress toward a successful reorganization.

Mr. Heath also notes that the Debtors have recently established
a non-asbestos claims bar date of January 31, 2003.  Thus, the
Debtors will be in a position to begin evaluating the universe
of claims only after the claims bar date has passed.

Judge Fitzgerald will convene a hearing on January 27, 2003 to
consider the Debtors' request.  Pursuant to Rule 9006-2 of the
Local Rules of the Delaware Bankruptcy Court, the Exclusive
Filing Period is automatically extended until the conclusion of
that hearing. (Kaiser Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at about 7 cents-on-the-dollar, DebtTraders says.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


LERNOUT: L&H NV Seeks Further Solicitation Exclusivity Extension
----------------------------------------------------------------
As the only Debtor remaining without a confirmed plan, Lernout &
Hauspie Speech Products, NV, asks Judge Wizmur to extend once
more its exclusive period to solicit acceptances of its plan
through and including March 31, 2003.

The L&H Creditors' Committee may seek to terminate exclusivity
at any time, by motion on 15 days' notice, and L&H NV will bear
the burden of proving that "cause" exists for exclusivity to
continue in response to any such motion.

                    L&H NV Case Nearly Complete

According to Luc A. Despins, Esq., Matthew S. Barr, Esq., and
James C. Tecce, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York, and Robert J. Dehney, Esq., Gregory W. Werkheiser,
Esq., and Donna L. Harris, Esq., at Morris Nichols Arsht &
Tunnell, in Wilmington, Delaware, L&H NV's Chapter 11 case
nearly is complete.  This Court already confirmed two Chapter 11
plans relating to L&H NV's affiliated debtors-in-possession,
Dictaphone and L&H Holdings, in March 2002 and August 2002, and
both entities have emerged from Chapter 11 protection.
Solicitation and confirmation of the L&H NV Plan presents the
final step in resolving L&H NV's Chapter 11 case and the cases
of the entire L&H Group.

               L&H NV Plan Prepared For Solicitation

L&H NV has made significant progress toward concluding its
Chapter 11 case.  Following extensive negotiations among the
Curators and the L&H Creditors' Committee, L&H NV modified the
original Joint Plan relating to the entire L&H Group into the
L&H NV Plan filed on October 16, 2002. On October 18, 2002, the
Court entered an order scheduling the Disclosure Statement
Hearing for November 22, 2002.  Pressing forward toward
confirmation, L&H NV served notice of the Disclosure Statement
Hearing on all known creditors of L&H NV in the United States
and Belgium on October 22, 2002.

               Stonington Decision Suspends Process

Indeed, at the end of October 2002, L&H NV anticipated emerging
from Chapter 11 no later than early January 2003.  However, the
Court of Appeals for the Third Circuit's recent decision in
Stonington reversed two earlier orders by this Court and the
Delaware District Court enjoining the Stonington Entities from
pursuing their securities fraud claims in the Belgian Case.  The
Stonington Decision also remanded the issue to this Court for
additional consideration, and a hearing for this Court to
consider these issues is scheduled for February 11, 2003. The
ultimate treatment of the Stonington Entities' claims may have
an impact on the L&H NV Plan and may effect materially any
distributions to holders of allowed general unsecured claims in
L&H NV's Chapter 11 case.

                  L&H NV's Request For Extension

Accordingly, L&H NV seeks an extension of the Exclusive
Solicitation Period to provide sufficient time to modify the L&H
NV Plan (if necessary) to reflect any additional direction from
the Court (if any) relating to the Stonington Entities' claims.

L&H NV assures the Court that it is not engaging in any
negotiation tactics vis-a-vis its creditors and other parties-
in-interest.  L&H NV simply requires additional time to resolve
certain issues implicated by the Stonington Decision.  L&H NV
reminds Judge Wizmur that throughout this Chapter 11 case, the
members of the L&H Group have conferred continuously with the
Creditors' Committees and their retained professionals and other
parties-in-interest with respect to the plan development process
for the Joint Plan, the Dictaphone Plan, the L&H Holdings Plan,
and the L&H NV Plan.

                     Automatic Extension

The Court will convene a hearing on January 10, 2003 to consider
L&H NV's request.  By application of Del.Bankr.LR 9006-2, L&H
NV's exclusive solicitation period is automatically extended
through the conclusion of that hearing. (L&H/Dictaphone
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MAGNUM HUNTER RESOURCES: Increases Fourth Quarter 2002 Guidance
---------------------------------------------------------------
Magnum Hunter Resources, Inc., (NYSE: MHR) is updating the
company's fourth quarter 2002 guidance.  On October 15, 2002,
Magnum Hunter filed with the Securities and Exchange Commission
a Form 8-K providing financial guidance for the fourth quarter
of 2002.  Based upon actual commodity price realizations,
production levels, and costs and other expenses for the fourth
quarter, our previous range of assumptions and expectations for
this period were too conservative.  Therefore, Magnum Hunter
filed a new Form 8-K with the SEC increasing the company's
previous range of guidance for the fourth quarter of 2002.

Magnum Hunter Resources, Inc., is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.

As previously reported, Standard & Poor's raised the corporate
credit ratings of Magnum Hunter Resources Inc., to BB- and its
senior unsecured debt rating to B+.


MED DIVERSIFIED: E.D.N.Y. Court Approves DIP Financing Agreement
----------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDVQ) said that the U.S
Bankruptcy Court for the Eastern District of New York approved
the Company's and certain subsidiaries' entry into a post-
petition factoring agreement with Florida-based Sun Capital
Healthcare, as well as the Company's and Subsidiaries' continued
use of cash collateral. The Court's orders will permit the
Company and Subsidiaries to secure necessary financing to
continue operations, pay employees and fulfill post-petition
vendor obligations.

On January 3, 2003, Sun Capital funded its initial acquisition
of certain of the Subsidiaries' accounts receivable in the
amount of $3.4 million.

As previously announced, the Company and certain subsidiaries--
Chartwell Diversified Services, Chartwell Care Givers, Chartwell
Community Services, Resource Pharmacy and Trestle Corporation--
filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code on November 27, 2002. Two of the Company's subsidiaries,
Chartwell Home Therapies and Chartwell Management Company, were
not included in the filing.

The Honorable Stan Bernstein is presiding over the Company's
bankruptcy proceedings.

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
multi-media, management, clinical respiratory services, home
medical equipment, home health services and other functions. For
more information, see http://www.meddiversified.com


METROMEDIA INT'L: Continues to Explore Asset Sales to Raise Cash
----------------------------------------------------------------
Metromedia International Group, Inc., (AMEX:MMG), the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, reported operating results for the third
quarter ended September 30, 2002.

For the three months ended September 30, 2002, the Company
reported a net loss attributable to common stockholders of $48.3
million on consolidated revenues of $24.4 million. This compares
to a net loss attributable to common stockholders of $35.7
million on consolidated revenues of $30.2 million for the three
months ended September 30, 2001. For the nine months ended
September 30, 2002, the Company reported a net loss attributable
to common stockholders of $105.0 million on consolidated
revenues of $79.6 million. This compares to a net loss
attributable to common stockholders of $92.0 million on
consolidated revenues of $87.8 million for the nine months ended
September 30, 2001.

Included in the nine months ended September 30, 2002 financial
results is a transitional impairment charge of $13.6 million
related to the valuation of Snapper goodwill as of January 1,
2002.

Pursuant to the accounting guidance of Statement of Financial
Accounting Standards No. 144 "Accounting for the Impairment of
Long-Lived Assets", the Company's presentation of the financial
results of its Snapper, Inc., ALTEL, Yellow Pages and Metromedia
China Corporation businesses are reflected as discontinued
business components.

The 2001 results (including discontinued components) included
goodwill amortization of $4.0 million, or $0.04 per share for
the three months ended September 30, 2001 and $12.4 million, or
$0.13 per share for the nine months ended September 30, 2001,
which is excluded in the 2002 financial results due to the
adoption of SFAS No. 142 "Goodwill and Intangible Assets". As a
result, on a pro forma basis, adjusted to reflect the adoption
of SFAS No. 142 effective January 1, 2001, net loss per share
would have been $(0.34) and $(0.85) for the three and nine
months ended September 30, 2001, respectively.

          Liquidity Issues and Restructuring Update

The Company had corporate cash of $11.9 million and $9.8 million
as of September 30, 2002 and October 31, 2002, respectively.

The $9.8 million of cash as of October 31, 2002, reflects the
cash held at the headquarters level subsequent to the Company's
$11.2 million interest payment, on October 29, 2002, on its
10-1/2 % Senior Discount Notes due 2007. The interest was
originally due to be paid on September 30, 2002; however, the
Company deferred the interest payment until such time that it
was able to accumulate sufficient cash at the headquarters level
to remit the payment.

Based on the Company's current cash balances and projected
internally generated funds, the Company does not believe that it
will be able to fund its operating, investing and financing cash
flows during the next twelve months, without additional asset
sales. In addition, the Company is required to make another
semi-annual interest payment of $11.1 million on March 30, 2003
on its 10-1/2 % Senior Discount Notes. As a result, there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has consummated certain asset sales, continues to
explore possible asset sales to raise additional cash and has
been attempting to maximize cash repatriations by its business
ventures to the Company.

                           Snapper

As previously announced, on November 27, 2002, the Company
completed the sale of substantially all the assets and certain
liabilities of Snapper, Inc. to Simplicity Manufacturing.
Snapper manufactures premium-priced power lawnmowers, garden
tillers, snow throwers and related parts and accessories.

The Company has recorded an estimated loss on disposal of $7.1
million during the three months ended September 30, 2002,
principally related to a write down of long-lived assets of $2.9
million and $4.2 million of estimated severance and disposal
costs.. As previously discussed, the Company recorded a
transitional impairment loss, of $13.6 million, by applying the
provisions of SFAS No. 142 "Goodwill and Other Intangible
Assets" as of January 1, 2002.

                       Other Asset Sales

The Company is continuing to pursue the possible sale of its
telephony and other businesses, including the Cable TV and Radio
operations.

                    Noteholder Discussions

The Company has also held periodic discussions with
representatives of holders of its Senior Discount Notes in an
attempt to reach agreement on a restructuring of its
indebtedness in conjunction with any proposed asset sales or
restructuring alternatives. To date, the representatives of the
holders of its Senior Discount Notes and the Company have not
reached any agreement on terms of a restructuring.

The Company cannot make any assurance that it will be successful
in raising additional cash through asset sales or through cash
repatriations from its business ventures, nor can it make any
assurance regarding the successful restructuring of its
indebtedness.

If the Company were not able to resolve its liquidity issues,
the Company would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.

The Company is no longer providing "Combined Basis" financial
results of its business operations. Accordingly, in order to
provide additional insight into the Company's business
operations, the Company is including the following information
regarding the operating results of the more significant business
ventures in its Communications Group. Operating results for
consolidated business ventures do not include the effects of
pushdown accounting for goodwill and intangible amortization.
Operating results for business ventures accounted for on the
equity method of accounting include the amortization of goodwill
and license fees that are included as part of the Company's
related investments.

          PeterStar Consolidated Business Venture

PeterStar, in which the Communications Group owns a 71% indirect
interest, operates a fully digital, city-wide fiber-optic
telecommunications network in St. Petersburg, Russia. PeterStar
provides integrated, high quality, telecommunications services
with modern digital transmission switching and transmission
equipment, including local, national and international long
distance, data and Internet access and value-added services, to
businesses in St. Petersburg.

PeterStar revenues increased for the three months ended
September 30, 2002 compared to the same period in 2001 due to
growth in the underlying business and residential services.
PeterStar experienced strong growth of its subscriber base as a
result of its aggressive sales effort and the general
improvement of economic conditions in St. Petersburg. In
comparison with the third quarter of 2001, PeterStar has had a
shift of its product mix to data services and rapidly developing
dial-up Internet access. Gross margins increased in 2002 over
2001 due to the increase in revenue and certain cost savings
from channel and long distance providers, which compensated for
the downward rate pressure from competition. The increase in
SG&A compared to second quarter 2001 is mainly due to management
fees and administrative costs.

PeterStar revenues for the nine months ended September 30, 2002
increased compared to the same period last year due to growth in
the underlying business and residential services. The revenue
increase also reflected the expected loss of mobile traffic
revenues to a competitor in late 2000 and early 2001. First
quarter 2001 revenues included approximately $0.4 million of
mobile traffic revenue that was in the process of switching over
to the competitor. Gross margins increased in 2002 over 2001 due
to the increase in revenue and certain cost savings from channel
and long distance providers, which compensated for the downward
rate pressure from competition. The increase in SG&A is
principally due to higher administrative costs offset by lower
management fees.

              Comstar Equity Business Venture

Comstar, in which the Communications Group owns a 50% interest,
operates a fully digital, fiber-optic telecommunications network
in Moscow, Russia. Comstar provides integrated, high quality,
digital telecommunications services with modern transmission
equipment, including local, national and international long
distance and value-added services, to businesses in Moscow.

Comstar revenues decreased for the three months ended June 30,
2002 in comparison to the same period last year. Revenues from
wholesale traffic and international/domestic long distance calls
declined significantly, due to a continuing decline in unit
prices, and these revenue declines were offset by increases in
data services and line rentals. Gross margin improved due to
product mix. Loss of wholesale traffic, with minimal margin, is
being gradually replaced with higher margin data services and
line rental revenues. SG&A expenses increased slightly due to
higher administrative costs.

Revenues for the nine months ended September 30, 2002 decreased
by 7.3% as compared to the prior year. Revenues from wholesale
traffic and international/domestic long distance calls declined
significantly, due to a continuing decline in unit prices, and
these revenue declines were offset by increases in data services
and line rentals. Gross margin improved due to product mix. SG&A
expenses decreased in 2002 due to savings in advertising and
marketing, salaries and wages and security expenses.

The Company recorded a non-cash charge of $25.8 million for the
writedown of the Company's investment in Comstar. It was
determined that there was an impairment that was other than
temporary. In accordance with the provisions of APB Opinion No.
18, the Company recorded an impairment against the license as
part of the Company's investment in Comstar during the three
months ended September 30, 2002.

                Magticom Equity Business Venture

Magticom, in which the Communications Group owns a 35% indirect
interest, operates and markets mobile voice communication
services to private and commercial users nationwide in the
Republic of Georgia. Magticom's network operates and offers
services using GSM standards utilizing both the 900 MHz and 1800
MHz spectrum range.

Magticom revenues increased in the three and nine month periods
ended September 30, 2002 compared to the same periods in the
prior year due to strong growth in subscribers. Magticom is
currently the market leader in Georgia having the highest
subscriber count as well as the largest country coverage area
estimated at 87% coverage and 73% market share. Gross margins
for the nine months ended September 30, 2002 increased by 25.8%,
compared to the same period in the prior year due to the strong
sales growth and the Company's ability to leverage the fixed
costs of operating the network. Major fixed expenses are rental
and maintenance of the base stations, a portion of the local
interconnect and third party network support. SG&A decreased by
$0.2 million for the nine months ended September 30, 2002
compared to the same period in the prior year due to a reduction
of one time sales and marketing expenses that were incurred in
the prior year.

                       No Conference Call

The Company has decided not to have a conference call associated
with the release of its third quarter 2002 financial results.
Management concluded that a conference call was not essential at
this stage due to the pressing business issues in which the
executive officers are engaged associated with the Company's
overall strategy to improve the liquidity and the capital
structure of the Company.

Metromedia International Group, Inc., is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services
over fiber-optic and satellite-based networks, international
toll calling, fixed wireless local loop, wireless and wired
cable television networks and broadband networks and FM radio
stations.


METROMEDIA INT'L: Elects Not to Declare Preferred Dividend
----------------------------------------------------------
Metromedia International Group, Inc., (AMEX:MMG) the owner of
various interests in communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, filed its Form 10-Q for the quarter ended
September 30, 2002 with the Securities and Exchange Commission.

The Company also announced that to facilitate any potential
future restructuring of the Company, the Company has elected to
not declare a dividend on its 7-1/4% cumulative convertible
preferred stock for the quarterly dividend period ending on
December 15, 2002.

Metromedia International Group, Inc., is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services
over fiber-optic and satellite-based networks, international
toll calling, fixed wireless local loop, wireless and wired
cable television networks and broadband networks and FM radio
stations. Please visit the Company's Web site at
http://www.metromedia-group.com


MICROCELL: Files Form 6-K Disclosing Confidential Information
-------------------------------------------------------------
Microcell Telecommunications Inc., (TSX:MTI.B) filed a material
change report with the applicable Canadian securities
administrators and a Form 6-K with the Securities and Exchange
Commission in the United States disclosing previously
confidential non-public information. The disclosure of this
information by the Company was required pursuant to the terms of
the confidentiality agreements entered into with certain
unsecured noteholders in connection with the recapitalization of
the Company's capital structure. For a copy of this document, go
to:


http://www.sec.gov/Archives/edgar/data/1018350/000101835003000004/mict200301
06mt.htm

Microcell Telecommunications Inc., is a major provider of
telecommunications services in Canada dedicated solely to
wireless. The Company offers a wide range of voice and high-
speed data communications products and services to more than 1.2
million customers. Microcell operates a GSM network across
Canada and markets Personal Communications Services and General
Packet Radio Service under the Fido(R) brand name. Microcell
Telecommunications has been a public company since October 15,
1997, and is listed on the Toronto Stock Exchange under the
stock symbol MTI.B.

As reported in Troubled Company Reporter's Tuesday Edition,
Microcell Telecommunications obtained a court order from the
Superior Court of the Province of Quebec under the Companies'
Creditors Arrangement Act to ensure that the negotiated
recapitalization plan is implemented in an orderly fashion and
for the benefit of all stakeholders.

Microcell's 14% bonds due 2006 (MICT06CAR1) are trading at about
5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MICT06CAR1
for real-time bond pricing.


MIDWAY AIRLINES: S&P Withdraws Pass-Through Certificate Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Midway Airlines Corp., including the 'D' corporate credit rating
and various ratings on Series 1998 enhanced equipment trust
certificates. "The rating actions follow the purchase of the
certificates by a third party in late 2002," said Standard &
Poor's credit analyst Betsy Snyder. The holders of the Series A
and B certificates were paid in full, while the holders of the
Series C certificates received less than the full amount
outstanding.


MJ DESIGNS: US Trustee Names 5 Creditors to Official Committee
--------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6
appointed a 5-member Official Committee of Unsecured Creditors,
in the chapter 11 case involving MJ Designs LP.  The appointees
are:

       1) American Greetings Service Corp.
          Attn: Thomas Roddy
          One American Road
          Cleveland, OH 44144-2398
          Tel: (216) 252 7300
          Fax: (212) 252 6797
          tomroddy@amgreetings.com

       2) Direct Export Company, Inc.
          Attn: Michael T. Sperl
          925 22nd Street, Suite 16
          Plano, TX 75074
          Tel: (972) 881 0055
          Fax: (927) 423 4627
          msperl@directexp.com
       3) Diamond Art & Craft Distributors, Inc.
          Attn: Klaus Engels
          2207 Royal Lane
          Dalas, Texas 75229
          Tel: (927) 620 9653
          Fax: (972) 484 3540
          klaus@imexusa.com

       4) XYZ Imports International
          Attn: Reagan Stewart
          2603 Technology Blvd.
          Plan, Texas 75074
          Tel: (972) 943 9090
          Fax: (972) 943 9191
          stewart@xyzimports.com

       5) Allstate Floral & Craft, Inc.
          Attn: Wendy Zhao
          14038 Park Place
          Cerritos, CA 90703
          Tel: (562) 926 2302
          Fax: (562) 623 2754
          wendyz@allstatefloral.com

MJ Designs, L.P., filed for chapter 11 petition on December 13,
2002 in Northern District of Texas. Michael D. Warner, Esq., at
Simon, Warner & Doby, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of over $10 million but
not more than $50 million.


MOODY'S CORP: Names Douglas M. Woodham President of Moody's KMV
---------------------------------------------------------------
Moody's Corporation (NYSE: MCO) announced that Douglas M.
Woodham has been named President of Moody's KMV, a subsidiary of
Moody's Corporation that provides market-based quantitative
products and services for credit risk investors and capital
market professionals.

Woodham will be responsible for the strategic direction and
continued growth of Moody's KMV effective January 6, 2003. He
will continue to report to John Rutherfurd, Jr., President and
Chief Executive Officer of Moody's Corporation.

"Doug is ideally suited to lead Moody's KMV. He brings a
combination of strengths in strategic thinking, financial theory
and applications, and information technology. He is an excellent
fit for the business of Moody's KMV," said John Rutherfurd, Jr.,
President and Chief Executive Officer of Moody's Corporation.

Peter Crosbie, who successfully managed the company after
Moody's acquisition of KMV last April, is leaving the firm to
pursue other opportunities. John Rutherfurd commented, "I want
to thank Peter Crosbie for leading Moody's KMV in 2002. He
successfully managed the integration of KMV with Moody's Risk
Management Services and he surpassed the financial objectives
established for Moody's KMV in 2002. Peter has laid an excellent
foundation for the continued growth of the business."

Since October 2001, Woodham has served as Moody's Corporation's
Senior Vice President in charge of Strategy, Corporate
Development, and Technology. In that position, he led the
Moody's team responsible for negotiating the KMV acquisition and
has been actively involved in working with the company since the
acquisition.

"Woodham will continue with his existing responsibilities
because Moody's Corporation expects that most of its brand
extension efforts beyond its core rating franchise will be in
the area of quantitatively-oriented investment products and
services," said Rutherfurd.

Woodham earned a Ph.D. in economics from the University of
Michigan in 1982 specializing in econometrics and international
economics. For most of his professional life, he was a partner
with McKinsey and Company where he worked exclusively with
financial institutions in the U.S., Europe, and Japan on a
variety of strategy, operations, and technology issues.

Moody's KMV, a subsidiary of Moody's Corporation, is the leading
provider of market-based quantitative products and services for
credit risk investors and capital market professionals. Moody's
KMV serves more than 1500 clients operating in over 61
countries, including the 25 largest global financial
institutions and over 70% of the world's largest banks. Further
information is available at http://www.moodyskmv.com

Moody's Corporation (NYSE: MCO), which has a total shareholders'
equity deficit of about $304 million, is the parent company of
Moody's Investors Service, a leading provider of credit ratings,
research and analysis covering debt instruments and securities
in the global capital markets, and Moody's KMV, a quantitative
credit management firm serving the world's largest financial
institutions. The corporation reported revenue of $797 million
in 2001. Further information is available at
http://www.moodys.com


MOSAIC GROUP: Look for Schedules and Statements by January 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave Mosaic Group (US) Inc., and its debtor-affiliates an
extension to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until January 22, 2003, to file these documents.

Mosaic Group (US) Inc., a world-leading provider of results-
driven, measurable marketing solutions for global brands, filed
for chapter 11 petition on December 17, 2002. Charles R. Gibbs,
Esq., David H. Botter, Esq., and David P. Simonds, Esq., at
Akin, Gump, Strauss, Hauer & Feld, represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $100 million each.


NAT'L CENTURY: US Trustee Balks at Alvarez & Marsal's Engagement
----------------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9, opposes
National Century Financial Enterprises, Inc.'s Application to
employ Alvarez & Marsal on four bases:

    (a) Section 327 of Bankruptcy Code does not authorize the
        Court to approve the employment of a professional firm
        where principals of the professional firm serve as
        officers of Debtors-in-Possession;

    (b) the proposed retention agreement requires the Debtors to
        indemnify the Alvarez & Marsal and operates to
        relinquish any present or future rights accruing to the
        Debtors against Alvarez & Marsal for any professional
        malpractice or Misconduct;

    (c) the compensation proposal is excessive; and

    (d) there is no support for Alvarez & Marsal's request that
        its own professional fees and expenses be paid by the
        Debtors. (National Century Bankruptcy News, Issue No. 4;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL WINE: S&P Puts B+ Corp. Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and 'B' senior unsecured debt rating for National
Wine & Spirits Inc., on CreditWatch with negative implications.
The 'BB-' bank loan rating on National Wine & Spirits was also
placed on CreditWatch with negative implications.

About $108 million of total debt was outstanding at
September 30, 2002.

The CreditWatch listing follows National Wine's recent
announcement that it has not been chosen by Diageo PLC to be the
exclusive distributor of Diageo brands in Illinois. The current
distribution rights will terminate effective February 3, 2003.
Revenue for the affected Diageo brands was about $79 million for
the 12 months ended Nov. 30, 2002, which represents more than
11% of National Wine's total revenues for fiscal 2002.

"Standard & Poor's is concerned about the financial impact of
this lost revenue and profitability and about the ability of the
company to replace this with other suppliers' brands," said
Standard & Poor's credit analyst Nicole Delz Lynch. Diageo's
decisions for distribution rights in Indiana and Michigan have
not been announced yet.

Standard & Poor's will meet with management to discuss the
financial impact of the recent Diageo decision, as well as
monitor Diageo's future decisions regarding National Wine &
Spirits' distribution rights in Indiana and Michigan.


NCS HEALTHCARE: Omnicare Will Contribute to Escrow Fund
-------------------------------------------------------
Omnicare, Inc., (NYSE: OCR) a leading provider of pharmaceutical
care for the elderly, agreed, subject to court approval, to
contribute $4,500,000 to the $13,500,000 stockholder escrow
fund, which the Delaware Chancery Court has ordered be entirely
funded with amounts withheld from the aggregate amount payable
to stockholders of NCS HealthCare, Inc. (NCSS.OB).

On January 2, 2003, Omnicare was enjoined by the Delaware
Chancery Court from paying $13,500,000 of the aggregate amount
payable to stockholders of NCS in Omnicare's tender offer and
merger and was ordered to deposit such amount in an interest-
bearing escrow account pending a determination by the Chancery
Court with respect to the NCS stockholder-plaintiffs' request
for attorneys' fees and expenses.  The court further ordered
that the entire escrow amount be withheld by proration among all
shares of NCS common stock acquired by Omnicare in the tender
offer and the merger.

On January 5, 2003, Omnicare entered into a letter agreement
with NCS which provided that, subject to approval of the
Chancery Court, Omnicare would contribute $4,500,000 of the
amount required to be deposited in escrow.  As a result, only
$9,000,000 of the escrow amount will need to be withheld by
proration among the shares of NCS common stock (including stock
options) to be acquired by Omnicare in the tender offer and the
merger.

Pursuant to the letter agreement, Omnicare has agreed that the
first $2,500,000 of any amount awarded to the stockholder-
plaintiffs' counsel from the escrow account will be taken from
Omnicare's contribution to the escrow account.  An award, if
any, in excess of $2,500,000 will be funded out of the remainder
of the escrow account on a pro rata basis, as follows:  (i)
approximately 82% of such amount will be taken from the
aggregate amount ($9,000,000) withheld from the NCS stockholders
and (ii) approximately 18% of such amount will be taken from the
remaining $2,000,000 contributed by Omnicare.

Omnicare currently intends to amend its tender offer materials
to reflect the Chancery Court's order and the letter agreement
with NCS.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly.  Omnicare serves
approximately 746,000 residents in long-term care facilities in
45 states, making it the nation's largest provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 28 countries worldwide.  For more
information, visit the company's Web site at
http://www.omnicare.com

NCS Healthcare's September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $111 million.


NORTHWEST AIRLINES: Reports 6 Bill. Dec. Revenue Passenger Miles
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide
December load factor of 76.9 percent, 4.7 points above December
2001.  Systemwide, Northwest flew 6.02 billion revenue passenger
miles and 7.83 billion available seat miles in December 2002,
resulting in a traffic increase of 12.3 percent on a 5.5 percent
increase in capacity versus December 2001.

For the twelve months ending December 2002, Northwest expects to
report an industry-leading systemwide load factor of 77.1
percent among the nine largest U.S. major airlines, up 2.8
points from 2001.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures.  With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents.  In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier.  A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site.  Readers of
TTG Asia and TTG China named Northwest "Best North American
airline." For more information, visit the Company's Web site at
http://www.nwa.com

                         *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings assigned a rating of 'B+' to the $300 million in senior
unsecured notes issued by Northwest Airlines Corp. The privately
placed notes carry a coupon rate of 9.875% and mature in March
2007. The Rating Outlook for Northwest is Negative.

The 'B+' rating reflects the signs of stabilization in
Northwest's cash flow position.

Northwest Airlines Inc.'s 8.52% bonds due 2004 (NWAC04USR2) are
trading at about 84 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC04USR2
for real-time bond pricing.


OWENS CORNING: Wants to Sell Southgate Facility for $4.25 Mill.
---------------------------------------------------------------
Owens Corning owns a 6.9-acre parcel of real estate located at
4452 Ardine Street in South Gate, California (near Los Angeles),
on which is situated an outdated manufacturing facility
consisting of 103,000 square feet.  The Debtors presently use
this facility solely for the storage of product manufactured at
a plant located in Compton, California, which is several miles
away.

The Debtors are in the process of securing storage facilities on
property that is physically adjacent to the Compton Plant.  Once
these facilities are available, the Debtors will have no need
for the South Gate Facility.  The Debtors, accordingly, have
decided to sell the South Gate Facility and have engaged a
broker, The Staubach Company, to assist them.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that Staubach has contacted multiple potential
purchasers and has obtained several offers for the property.
"By a significant margin, the most attractive offer received was
from Cha Hwa Trading Corporation, a Nevada corporation whose
affiliate, Los Angeles Chemical Company, owns the property that
is physically adjacent to the South Gate Facility," Ms. Stickles
says.  The parties entered into a Purchase and Sale Agreement,
which provides that:

  (a) The Debtors are to deliver a limited or special warranty
      deed and title to the Property to the Buyer;

  (b) The purchase price for the South Gate Facility is
      $4,250,000.  The Buyer has forwarded $150,000 to Owens
      Corning as a deposit.  The balance of the purchase price
      is payable in cash, at closing;

  (c) Closing under the Agreement is subject to approval by the
      Court and to satisfactory completion by the Buyer of
      certain due diligence;

  (d) Pursuant to a Continuing Guaranty, dated as of
      December 10, 2002, the Buyer's obligations under the
      Agreement are guaranteed by Los Angeles Chemical Company;
      and

  (e) Closing under the Agreement is contingent on, among other
      things, the execution by the parties of a lease by which
      the Buyer will lease the South Gate Facility back to Owens
      Corning for a period of six months, so that Owens Corning
      can continue to use the facility pending completion of the
      Debtors' new storage facilities adjacent to the Compton
      Plant.  The monthly rent under the lease will be $36,000.

By this motion, pursuant to Section 363 of the Bankruptcy Code,
the Debtors seek the Court's authority to sell the Property free
and clear of all liens, claims, and encumbrances, with any
liens, claims and encumbrances to attach to the sale proceeds.
The Debtors also ask Judge Fitzgerald to exempt the sale from
stamp or similar taxes pursuant to Section 1146.

Ms. Stickles tells the Court that Cha Hwa's offer represents a
fair and reasonable offer that is materially higher and better
than any other offer received for the property.  "The purchase
price represents the fair and reasonable value for the South
Gate Facility derived through arm's-length negotiations," Ms.
Stickles adds.  Cha Hwa, Ms. Stickles assures the Court, is not
an "insider" of any of the Debtors within the meaning of Section
101(31) and is not controlled by, or acting on behalf of, any
insider of any of the Debtors.

Furthermore, Ms. Stickles argues that the proposed sale will
facilitate their business reorganization strategy, which
includes selling surplus facilities.  "Thus, the proposed sale
furthers the formulation and ultimate confirmation of a plan
that will yield the highest possible returns to the Debtors'
creditors.  It should be exempt from stamp and similar taxes,"
Ms. Stickles asserts. (Owens Corning Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PEGASUS COMMS: Trading on Nasdaq Under Temporary Symbol 'PGTVD'
---------------------------------------------------------------
Pegasus Communications Corporation said that as a result of the
Company's previously announced one-for-ten reverse stock split
which became effective December 31, 2002 that the Company's
Class A Common Stock has been trading on NASDAQ on a post-split
basis under the temporary trading symbol "PGTVD."

The temporary trading symbol will be used for approximately 20
trading days before the Class A Common Stock reverts to trading
on NASDAQ under "PGTV" on or about January 31, 2003.

Pegasus Communications Corporation -- http://www.pgtv.com--
provides digital satellite television to rural households
throughout the United States. Pegasus owns and/or operates
television stations affiliated with CBS, FOX, UPN and The WB
networks.

Pegasus Communications' September 30, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $54 million.


PERKINELMER INC: Will Publish Fourth Quarter Results on Jan. 27
---------------------------------------------------------------
PerkinElmer, Inc., (NYSE:PKI) announced that on Monday,
January 27, 2003, the company would release fourth quarter 2002
results. At 10:00 a.m. ET, the company will conduct a conference
call hosted by Gregory L. Summe, chairman and chief executive
officer, and Robert F. Friel, chief financial officer.

To listen to the call live, please tune into the webcast via
http://www.perkinelmer.com A playback of this conference call
will be available from 1:00 p.m. ET, Monday, January 27, 2003,
until 11:59 p.m. ET, Sunday, February 2. The playback phone
number is (719) 457-0820 and the code number is 757467.

PerkinElmer, Inc., is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate
understanding of its customers' needs, PerkinElmer creates
innovative solutions - backed by unparalleled service and
support - for customers in health sciences, semiconductor,
aerospace, and other markets whose applications demand absolute
precision and speed. The company markets in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available through www.perkinelmer.com or 1-877-
PKI-NYSE.

                          *     *     *

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

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

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


PROBEX CORP: Independent Auditors Express Going Concern Doubt
-------------------------------------------------------------
Probex Corporation is a technology-based, renewable resource
company that is engaged in the commercialization of its patented
ProTerra(R) process. It has invested the majority of its
resources since inception on research, development and
commercialization of its patented ProTerra technology, which has
the ability to reprocess used lubricating oil into at least
three products that the Company intends to market to commercial
and industrial customers. The three primary products are:

         o ProLube(TM) lubricating base oil, which will be
           suitable for consumer automotive, heavy-duty diesel
           engine and industrial product formulation needs;

         o ProPower(TM) fuel oil, useful as a low-ash industrial
           fuel or refinery feed for the manufacture of
           gasoline; and

         o ProBind(TM) asphalt flux, which will compete with
           other asphalt flux products.

To date, the Company has produced trial amounts of its products
using the ProTerra process in its process demonstration
facility, formerly located in Carrollton, Texas. Probex expects
to begin construction of its first full-scale reprocessing
facility in the United States near Wellsville, Ohio once
financing for the project is obtained. Commencement of
operations at this facility is targeted for approximately 17
months after project financing is completed, with an anticipated
startup and performance testing period of an additional five
months. In the longer term, the Company foresees additional
domestic facilities along the gulf coast and the west coast and
in the northeast and southeast. In addition, it recently formed
a joint venture with subsidiaries of a European company to build
and operate a used oil reprocessing facility in France. This
joint venture may build other facilities in Europe and elsewhere
around the world outside the United States. The Company may also
build one or more used oil-reprocessing facilities either alone
or in alliance with companies other than its European co-
venturers. While its primary business upon completion of one or
more of these proposed facilities will be the production of
high-quality lubricating base oils and associated products from
collected used lubricating oils, its current revenues are solely
derived from its used oil collection and sales operations in the
United States.

Probex has incurred net losses since it began to focus attention
on the research, development and commercialization of its
ProTerra process in 1994. It had net losses of $21.6 million for
the year ended September 30, 2002 and $16.5 million for the year
ended September 30, 2001. In addition, it had negative cash
flows from operations of $4.2 million for the year ended
September 30, 2002 and $9.4 million for the year ended September
30, 2001. At September 30, 2002, current liabilities exceeded
current assets by $37.2 million, stockholders' deficit was $13.4
million, and there was an accumulated deficit of $53.8 million.

The independent auditors' reports to Probex' financial
statements for the years ended September 30, 2002 and
September 30, 2001 include an emphasis paragraph, in addition to
their audit opinion, stating that the Company's recurring losses
from operations and working capital deficiency raise substantial
doubt about its ability to continue as a going concern.

The Company expects to continue to incur losses as it increases
its expenditures to commercialize its reprocessing technology.
The time required for it to become profitable is highly
uncertain, and it cannot assure that it will achieve or sustain
profitability or generate sufficient cash flow from operations
to meet its planned capital expenditures, working capital and
debt service requirements.


RELIANCE GROUP: Liquidator Sells Virginia Property for $1.8 Mil.
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner for the State of
Pennsylvania and Liquidator of Reliance Insurance Company, has
sold a parcel of land owned by RIC.  At the time of its declared
insolvency, RIC held several parcels of land in Loudoun County,
Virginia.  The property sold, comprising 4.2965 acres, was
designated as Parcel 32C on the Virginia Tax Map No. 79 (32) of
Loudoun County, Virginia.

The Liquidator retained real estate brokers to assist in the
marketing and sale of the Property.  Cassidy & Pinkard
represented RIC in connection with the Property's sale.  C&P
sent information packages to over 500 potential buyers in its
effort to market the property.  Fifty-four potential buyers
responded and received a full offering memorandum and an
additional information package.  Six of those buyers made
qualifying offers on the Property.  A firm named Comstock of
McLean, Virginia made the highest and best offer.

RIC will convey the Property to Comstock for $1,800,000 in cash.

RIC posted $83,200 in bonds with Loudoun County and the Loudoun
County Sanitation Authority for the development of
infrastructure improvements for the Property.  At the closing of
the transaction, Comstock deposited an equal amount of the Bonds
in escrow.  RIC assigned all its rights, title and interest to
the Bonds to Comstock.  RIC was permitted to use funds provided
by Comstock to pay any sums that were claimed under the Bonds or
to prevent any default under the Bonds.  Within 90 days of the
closing, Comstock was required to execute new bonds to
substitute Comstock as the obligor and release RIC from all
liability.

Comstock became liable for the performance of all work secured
by the Bonds and agreed to indemnify and hold RIC harmless from
any and all loss, cost, damage or expense, including reasonable
attorneys' fees, as a result of claims against RIC under the
Bonds.

The Liquidator obtained the advice of Robert G. Johnson, MAI of
JMSP, Inc., in Herndon, Virginia.  Mr. Johnson determined that
the purchase price for the Property is greater than its
appraised fair market value.  Therefore, the Liquidator
expressed confidence that the terms of the transactions were
fair to RIC and in the best interests of the insurer's estate,
its policyholders, claimants and the general public. (Reliance
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


RESTORAGEN: US Trustee Appoints 5-Member Creditors' Committee
-------------------------------------------------------------
Joel Pelofsky, the United States Trustee for Region 13 appointed
a 5-member Official Committee of Unsecured Creditors in the
chapter 11 case of Restoragen, Inc.  The 5 appointees are:

       1) Transamerica Technology Finance Corporation
          Attn: Jeffrey Weiss, Associate General Counsel
          76 Batterson Park Road
          Farmington, CT 06032
          Tel: (914) 925-7271 or (860) 409-4547
          Fax: (914) 921-0110 or (860) 677-6766
          Email: jeff.weiss@transamerica.com

       2) Dr. Barton Holmquist
          1333 Prairie View Road
          Eagle, NE 68347
          Tel: (402) 780-5126
          Email: barth@unlserve.unl.edu

       3) Mario R. Ehlers, M.D., PhD
          220 West Harrison Street
          Seattle, WA 98119
          Office (206) 298-0068
          Fax (206) 298-9838
          Email: marioe@pacbio.com

       4) Hugh E. Black & Associates, Inc.
          Attn: Hugh E. Black, DVM PhD, President
          270 Sparta Avenue, Suite 205
          Sparta, NJ 07871
          Tel: (973) 726-8400
          Fax: (973) 726-9560
          Email: hugh.black@h-black.com

       5) Leasing Technologies International, Inc.
          Attn: Richard Livingston, Vice President
          221 Danbury Road
          Wilton, CT 06897
          Tel: (203) 563-1100, Ext. 220
          Fax: (203) 563-1112
          Email: rlivingston@ltileasing.com

Restoragen, Inc., a development stage biotechnology company that
is seeking to commercialize recombinant GLP-1 (rGLP-1) for
certain niche cardiovascular indications, filed for chapter 11
petition on December 17, 2002 in the U.S. Bankruptcy Court for
the District of Nebraska.  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., and James J Niemeier, Esq., at McGrath, North,
Mullin & Kratz, P.C., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $3,729,047 in total assets and $23,292,628
in total debts.


RFS ECUSTA: Committee Taps Morris Nichols as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of RFS Ecusta Inc., and RFS US Inc., asks for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Morris, Nichols, Arsht & Tunnel, as its
co-counsel, nunc pro tunc to November 7, 2002.

The Committee submits that it will be necessary for it to employ
Morris Nichols to:

     a) advise the Committee with respect to its rights, duties
        and powers in these cases;

     b) assist and advise the Committee in its consultation with
        the Debtors relative to the administration of these
        cases;

     c) assist the Committee in analyzing the claims of the
        Debtors' creditors and in negotiating with such
        creditors;

     d) assist with the Committee's investigation of the acts,
        conduct, asset, liabilities, and financial condition of
        the Debtors and of the operation of the Debtors'
        businesses;

     e) assist the Committee in its analysis of, and
        negotiations with, the Debtors or their creditors
        concerning matters related to, among other things, the
        terms of a plan or plans of reorganization for the
        Debtors;

     f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in these cases;

     g) represent the Committee at all hearings and other
        proceedings;

     h) review and analyze all applications, orders, statements
        of operations, and schedules filed with the Court and
        advise the Committee as to their propriety;

     i) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     j) perform such other legal services as may be required and
        are deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

Morris Nichols' will be paid for legal services on an hourly
basis.  The attorneys and paralegals responsible for the
representation of the Committee and their current hourly rates
are:

          Robert J. Dehney          Partner       $425 per hour
          Gregory W. Werkheiser     Associate     $305 per hour
          Daniel B. Butz            Associate     $190 per hour
          Thomas D. Bielli          Paralegal     $155 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.


SAFETY-KLEEN: Heritage-Crystal Sues Company for $400M in Damages
----------------------------------------------------------------
Heritage-Crystal Clean, LLC, a regional parts cleaner services
company, filed an antitrust lawsuit against industry giant
Safety-Kleen Corp. (Pink Sheets: SKLNQ). The suit, filed in U.S.
District Court for the Northern District of Illinois, alleges
that Safety-Kleen has been using its monopoly power in the
parts-cleaner services business to hinder fair competition by
HCC. The suit seeks damages in excess of $400 million.

Parts cleaners are sink-like machines that dispense solvent used
to wash oil and grease off dirty parts. More than 400,000 parts
cleaners are in use at U.S. businesses including auto repair
shops, car dealerships, and manufacturers. For over 30 years,
Safety-Kleen has dominated the parts cleaning services business,
securing a share of the market estimated to be in excess of 85%.

Heritage-Crystal Clean is a relative newcomer to the industry,
and less than one-tenth the size of Safety-Kleen. HCC's suit
claims that since Safety-Kleen filed for bankruptcy in June
2000, it has engaged in a series of illegal, anti-competitive
practices in order to protect its monopoly in the industry from
competition from HCC. In its complaint, HCC alleges that Safety-
Kleen has made false and disparaging statements and distributed
false and misleading literature about HCC to customers and
government officials; sought to insulate its business against
fair and open competition through the use and enforcement of
illegal exclusionary contracts with its customers and employees;
engaged in improper pricing practices; sabotaged HCC equipment;
used the judicial process to intimidate and harass current and
former employees who considered changing employers and also its
customers who considered changing vendors; and even engaged in
attempted industrial espionage by trying to plant one of its
people as an HCC employee in an effort to obtain HCC's
confidential strategic business information.

According to HCC, the result of Safety-Kleen's conduct has not
only been to injure HCC, but also to prevent healthy and robust
competition in the parts-cleaner services marketplace, thereby
ultimately forcing customers to pay higher prices for parts
cleaner services. HCC President Joe Chalhoub said, "We want to
compete with Safety-Kleen in the marketplace, not in the
courtroom. Safety-Kleen's tactics, however, have left us no
choice but to file this suit. Safety-Kleen has been under
enormous pressures over the last few years with large
environmental liabilities, accounting scandals, SEC
investigations, and a protracted bankruptcy. The last thing they
want to see is a strong new competitor in the industry, but that
does not give them the right to ignore the laws against
monopolization and unfair competition."

The lawsuit seeks actual damages in excess of $400 million, as
well as treble damages for Safety-Kleen's alleged violations of
the antitrust laws.

Heritage-Crystal Clean, LLC, headquartered in Elgin, Illinois,
is a privately-held marketing and sales company that
concentrates on servicing the automotive repair, commercial and
industrial marketplaces in 28 states. In so doing, it provides
parts cleaner services and other fluid supply and waste
collection services to thousands of small to medium-size
customers. In the future, HCC will continue to serve these
customers with their solvent needs, while expanding its
operations across the United States.


SAFETY-KLEEN: SEC Sues Company & 4 Former Officers for Fraud
------------------------------------------------------------
On December 12, 2002, the Securities & Exchange Commission filed
a complaint in the United States District Court for the Southern
District of New York charging Safety-Kleen Corporation and four
of its former senior executives with perpetrating a massive
accounting fraud from at least November 1998 through March 2000.
The Commission alleged that these individuals materially
overstated the company's revenue and earnings in periodic
reports filed with the Commission and in press releases issued
by the company.

According to the complaint, the defendants carried out the
scheme primarily by making "inappropriate" quarterly accounting
adjustments "for the purpose of meeting Wall Street pro forma
earnings expectations".  They are also charged with fraudulently
recording approximately $38,000,000 of cash that was generated
by entering into speculative derivatives transactions.

The complaint alleges that the fraudulent scheme was
orchestrated by:

    -- Paul R. Humphreys, SKC's former Chief Financial Officer
       (now reported by the Associated Press to be living in
       Canada);

    -- William D. Ridings, SKC's former Controller, and

    -- Thomas W. Ritter, Jr., SKC's former Vice President
       of Accounting.

These executives allegedly engaged in the illegal conduct to
create the illusion that predicted cost savings and business
synergies from two large acquisitions were being achieved.  In
fact, the expected savings had not materialized, the company's
business was declining rapidly, and SKC was facing a severe cash
flow problem.

To make up for the earnings shortfall, Humphreys, Ridings and
Ritter allegedly recorded, or directed others to record,
numerous adjustments that "were not in conformity with generally
accepted accounting principles".  The adjustments were made to
multiple accounts and generally can be categorized as:

       (i) improper revenue recognition;

      (ii) improper capitalization and deferral of operating
           expenses;

     (iii) improper treatment of reserves and accruals; and

      (iv) improper recording of derivatives transactions.

The Commission alleges that Kenneth W. Winger, the former Chief
Executive Officer, signed Safety-Kleen's periodic reports and
knew or was reckless in not knowing that the financial
statements contained in those reports were materially false and
misleading.  The complaint also alleges that all of the
defendants knew or were reckless in not knowing that the
company's quarterly earnings press releases were materially
false and misleading.

After the fraudulent scheme was discovered in late February
2000, SKC began an internal investigation, which was conducted
by a special committee of the Board of Directors.  On July 9,
2001, Safety-Kleen filed restated financial statements for
fiscal years 1997, 1998 and 1999.  The company's restatement
reduced net income over the three-year period by $534,000,000.
Approximately $312,000,000 or 58% of the restated net income was
in fiscal 1999.  Also on July 9, 2001, SKC filed financial
statements for fiscal year 2000 reflecting a net loss of
$833,000,000.

According to the complaint, through this conduct, Safety-Kleen
violated the Securities Act of 1933 and various sections of the
Securities Exchange Act of 1934 and related Rules.  Mr. Winger
was charged with violating the Securities Act and the Exchange
Act and Rules, as were Messrs. Humphreys, Ridings and Ritter.

As relief, the Commission seeks permanent injunctions,
disgorgement of the defendants' "ill-gotten gains", prejudgment
interest, and the imposition of civil penalties against Messrs.
Winger, Humphreys, Ridings and Ritter.  The Commission is also
seeking officer and director bars against each of Messrs.
Winger, Humphreys and Ridings.

                       Criminal Charges

The United States Attorney's Office for the Southern District of
New York has filed related criminal charges against Messrs.
Humphreys and Ridings.  Mr. Ridings has entered a guilty plea
and is waiting to be sentenced.  Mr. Ridings also consented,
without admitting or denying the allegations in the Commission's
complaint, to the entry of a final judgment permanently
enjoining him from violating the Securities and Exchange Acts
and Rules.  Mr. Ridings also agreed to be permanently barred
from serving as an officer or director of a public company and
to pay $28,476.14 in disgorgement and pre-judgment interest.

          Safety-Kleen Consents To Permanent Injunction

Simultaneous with the filing of the complaint, and without
admitting or denying the Commission's allegations, Safety-Kleen
consented to the entry of a final judgment permanently enjoining
it from violating the Securities and Exchange Act and Rules.
Mr. Ritter also consented, without admitting or denying the
allegations in the complaint, to the entry of a final judgment
permanently enjoining him from violating the Securities and
Exchange Acts or Rules.  A civil penalty was not imposed against
Mr. Ritter, and disgorgement and pre-judgment interest were
waived, based on his sworn statement of financial condition.

               Cease & Desist Order on Susan Moore

In a related matter, the Commission instituted a settled cease-
and-desist proceeding against Susan Moore, Safety-Kleen's former
financial reporting manager.  Ms. Moore consented to the entry
of an order instituting proceedings without admitting or denying
the findings in the proceeding, including findings that, as
directed by her superiors, she participated in the preparation
of financial statements that, in the exercise of reasonable
care, she should have known were not in conformity with
generally accepted accounting principles.  Ms. Moore was ordered
to cease and desist from causing violations and any future
violations of the Exchange Act and Rules. (Safety-Kleen
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SMTC CORPORATION: Lender Group Agrees to Amend Credit Facility
--------------------------------------------------------------
SMTC Corporation, (Nasdaq: SMTX) (TSE: SMX) whose corporate
credit and senior secured bank loan are rated by Standard &
Poor's at B, and its lending group signed a definitive agreement
under which certain terms of the current credit facility would
be revised.

"We are pleased with the terms of our amended facility," said
Frank Burke, CFO of SMTC. "We believe that it provides us with
the liquidity and financial resources to continue to provide top
quality service to our customers."

The revised terms would establish amended financial and other
covenants covering the period up to June 30th, 2004, based on
the Company's current business plan.

SMTC Corporation is a global provider of advanced electronics
manufacturing services to the technology industry. The Company's
electronics manufacturing and technology centers are located in
Appleton-Wisconsin, Austin-Texas, Boston-Massachusetts,
Charlotte-North Carolina, San Jose-California, Toronto-Canada,
Ireland and Mexico. SMTC offers technology companies and
electronics OEMs a full range of value-added services including
product design, procurement, prototyping, printed circuit
assembly, advanced cable and harness interconnect, high
precision enclosures, system integration and test, comprehensive
supply chain management, packaging, global distribution and
after-sales support. SMTC supports the needs of a growing,
diversified OEM customer base primarily within the industrial,
networking and communications markets. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's Web site,
http://www.smtc.com for more information about the Company.


TAN CHECK INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tan Check, Inc.
        2 Silver Trail Circle
        Newtown, Pennsylvania

Bankruptcy Case No.: 03-10170

Type of Business: Information technology consulting and
                  permanent placement firm

Chapter 11 Petition Date: January 3, 2003

Court: District of New Jersey (Trenton)

Debtor's Counsel: Carol L. Knowlton, Esq.
                  Teich, Groh, Frost & Zindler
                  691 State Highway 33
                  Trenton, New Jersey 08619
                  Tel: (609) 890-1500

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Victoria Racing Stables                                $93,300

Wells Fargo Bank                                       $80,320

Hobart Information Technology LLC                      $79,920

TK Tech Inc.                                           $71,743

Kevin Perry                                            $63,095

US Bank                                                $56,004

Pitney Works Capital Line                              $55,934

GE Corporate Plus Card                                 $53,581

Data Inc.                                              $46,323

Citibank Preferred                                     $41,839

Amel Del Rosario                                       $40,801

MJF Technologies                                       $35,483

Kenneth J. Lavell                                      $31,895

JFC Reacom Management Consulting, Inc.                 $31,200

Torlucci Associates, Inc.                              $25,118

American Express Centurion                             $24,518

Parker Business Solutions Inc.                         $23,047

Lana Consulting Inc.                                   $21,190

International Information Technologies                 $19,630

Global Computing Associates, Inc.                      $17,107


TECHNEST HOLDINGS: Working Capital Deficit Tops $2MM at Sept. 30
----------------------------------------------------------------
Technest Holdings, Inc., is a Nevada Corporation that is a
Business Development Company and continues to monitor its
investments in its investment Portfolio and wholly owned
subsidiary. The Company has its executive offices in Ridgefield,
CT and one satellite office in New York. The Company plans to
withdraw it certificate to do business as a Business Development
company.

In April 2001, the Company acquired Technest.com, Inc., a
privately held development company based in Atlanta, GA.
Technest has a corporate strategy of identifying and
accelerating the growth and maturity of talented technology
companies with innovative ideas. This business model fit into
the restructuring of Technest Holdings, Inc. formerly
("Financial Intranet, Inc.") as an emerging development and
growth Company. The acquisition was for 100% of Technest for 90%
of Financial Intranet common stock. The acquisition has been
accounted for as a reverse acquisition under the purchase method
for business combinations. The combination of the two companies
was recorded as a recapitalization of Technest, pursuant to
which Technest is treated as the continuing entity.

In January 2002 the Company's subsidiary defaulted on its lease
provisions and the certificate of deposit was liquidated to
satisfy the amounts of back rent that were outstanding under the
lease Agreement through March 2002. The balance of $1,950,000 is
still due based on the provisions of the lease which represents
the life of the term of the lease.

Realized loss on sales of investments was $670,789during the
nine months ended September 30, 2002 as compared to a gain of
$2,202,847 for the nine months ended September 30, 2001. Change
in unrealized loss on investments was $226,335 during the nine
months ended September 30, 2002 as compared to $-0- for the nine
months ended  September 30, 2001.  Rental and other income was
$81,908  during the nine months ended  September 30, 2002 as
compared to $-0- for the nine months ended September 30, 2001.

Cash and cash equivalents were $34 and $115,169 at June 30, 2002
and December 31, 2001, respectively.

The Company had a working capital deficiency of $2,294,358 at
September 30, 2002.  Net cash used in operating activities was
$274,798 for the nine months ended  September 30, 2002.  Cash
used in operating  activities was primarily attributable to net
loss of $3,704,904 off set by a decrease in accounts payable
and accrued expenses of $1,819,978 and non-cash items such as
depreciation and amortization of $102,013.

The Company currently has no assured sources for additional
financing, and its success may depend on its ability to obtain
further financing.


TEREX CORP: Marvin Rosenberg Retires from Company's Board
---------------------------------------------------------
Terex Corporation (NYSE: TEX) announced the retirement of Marvin
Rosenberg from the Terex Corporation Board of Directors,
effective at the conclusion of 2002.

Mr. Rosenberg has been a Terex Board member since 1992.
Previously, Mr. Rosenberg served as Terex's Senior Vice
President, Secretary and General Counsel from 1994 until his
retirement as an active employee at the end of 1997. Prior to
that, Mr. Rosenberg was Secretary and General Counsel of Terex
from 1987 through 1994.

Commenting on the announcement, Ronald M. DeFeo, Terex's
Chairman and Chief Executive Officer, said, "Mr. Rosenberg has
been an important advisor to Terex for over 15 years. Mr.
Rosenberg has been instrumental in the transformation of Terex
into the diversified multinational corporation it is today. I
would like to thank Marvin for his years of dedication and
service to Terex and wish him all the best in the future."

Terex Corporation is a diversified global manufacturer based in
Westport, Connecticut, with pro forma 2001 annual revenues of
$3.4 billion. Terex is involved in a broad range of
construction, infrastructure, recycling and mining-related
capital equipment under the brand names of Advance, American,
Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L. Pegson,
Canica, Cedarapids, Cifali, CMI, Coleman Engineering, Comedil,
CPV, Demag, Fermec, Finlay, Franna, Fuchs, Genie, Grayhound, Hi-
Ranger, Italmacchine, Jaques, Johnson-Ross, Koehring, Lectra
Haul, Load King, Lorain, Marklift, Matbro, Morrison, Muller,
O&K, Payhauler, Peiner, Powerscreen, PPM, Re-Tech, RO, Royer,
Schaeff, Simplicity, Square Shooter, Telelect, Terex, and Unit
Rig. More information on Terex can be found at www.terex.com.

As reported in Troubled Company Reporter's Sept. 18, 2002
edition, Standard & Poor's assigned its double-'B'-minus secured
bank loan rating to Terex Corp.'s proposed $210 million new term
loan C maturing in December 2009. Proceeds from this loan and
about $60 million in Terex common stock will be used to finance
the acquisition of Genie Holdings Inc. for $270 million. In
addition, the double-'B'-minus corporate credit rating was
affirmed on Westport, Connecticut-based Terex, a manufacturer of
construction and mining equipment. Total rated debt is $1.6
billion. The outlook is stable.

"Terex has a highly leveraged capital structure due to its
aggressive growth strategy. However, the company's cash flow
generation and sizable cash balances, along with its use of
equity as currency for acquisitions, should permit Terex to
continue to make moderate-size acquisitions without material
deterioration in its financial profile," said Standard & Poor's
credit analyst John Sico. Terex maintains a $300 million
revolving credit facility and has a cash position of more than
$200 million.

The bank loan is rated the same as the corporate credit rating.
The total senior secured credit facility of $885 million is
comprised of a revolving credit facility of $300 million, a term
loan B of $375 million, and the new term loan C of $210 million.
The facility is secured by substantially all of the company's
assets. Under Standard & Poor's simulated default scenario, the
company's cash flows were stressed and the resulting enterprise
value would not be sufficient to cover the entire bank loan in
the event of a default. However, there is reasonable confidence
of meaningful recovery of principal, despite potential loss
exposure.


TEXEN OIL & GAS: Williams & Webster Express Going Concern Doubt
---------------------------------------------------------------
According to Williams & Webster, P.S., Certified Public
Accountant in Spokane, Washington, Texen Oil & Gas, Inc.'s
operating losses and significant investment in unproved oil and
gas properties raise substantial doubt about its ability to
continue as a going concern.  Williams & Webster rendered this
opinion in its December 20, 2002, Auditors Report to the Board
of Directors of Texen Oil & Gas.

The Company is in an early stage of development with a few
proven properties currently producing.  Most of its properties
are still awaiting additional exploration and development work.
For the quarter ending September 30, 2002, Texen had $102,166 in
total revenues in its first operating quarter.

Since the auditors have issued a going concern opinion there is
concern that the Company cannot continue as an on-going business
for the next twelve months unless it obtains additional capital
to pay its bills.  This is because Texen has generated limited
revenues and expected revenues during the ensuing period are
subject to fluctuation based on the availability of additional
capital necessary in order to fully exploit the unproven
potential of its Oil & Gas portfolio.  Accordingly, it must
raise cash from sources other than from the sale of Oil & Gas
found on its properties.  Its only other source for cash at this
time is investments by others in the company.   Management has
said that the Company must raise cash to implement its project
and stay in business.

There is no historical financial information about the company
upon which to base an evaluation of its performance.  It has
limited Oil & Gas production that has yet to achieve predictable
sustained production from operations.  There is no guarantee
that Texen will be successful in its business operations.  Its
business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources,
possible delays in the exploration of its properties and
fluctuations in Oil & Gas sales and prices.

The Company has no assurances that future financings will be
available to it on acceptable terms.  If financings are not
available on satisfactory terms, it may be unable to continue,
develop or expand its operations.  Equity financings could
result in additional dilution to existing shareholders.

                       Results from Operations

A comparison of results of operation for the three month period
ending September 30, 2002 in comparison to the result of
operations during the same three month period of the preceeding
year and for the year ending June 30, 2002 must be prefaced by
stating that during the quarter ending September 30, 2002 the
Company changed its business direction from being an inactive
mining Company to the area of Oil & Gas exploration and
development.

On July 11, 2002 it acquired the issued shares of Texas
Brookshire Partners, Inc. for 15,376,103 common shares.

On July 26, 2002 it acquired all of the outstanding common
shares of Brookshire Drilling Service, LLC for 1,400,000 shares
of common stock.

On July 22, 2002 Texen issued 373,847 shares in exchange for
10,000 shares of Yegua, Inc., which represented all of Yegua's
outstanding stock.

On September 18, 2002 it purchased Texas Gohlke Partners, Inc.
for 4,000,000 shares of the Company.

In addition, during the period Texen issued 1,500,000 shares to
Senka LLC in exchange for all of the management of Senka LLC;
588,000 shares in exchange for an assignment of a 98% working
interest (75% net revenue interest) in approximately 255.21
gross leasehold acres located in Concho County, Texas and
500,000 shares in exchange for the conveyance of a 100% working
interest with a 75% net revenue interest in and to the lease
hold ownership at the Trull Heirs #1 well bore located in
Calhoun County, Texas.

For the purpose of the acquisitions, the shares issued were
valued at the price of the shares on the date of each
transaction.  This value could therefore represent an
overstatements of the value of the assets acquired.

During the three-month period ending September 30, 2001, no
shares were issued.  During the year ended June 30, 2002, an
additional 15,149,629 shares were issued pursuant to a stock
dividend.

During the periods ending September 30, 2001 and June 30, 2002
the Company had no assets and no revenues.

During the period ending September 30, 2002, the Company had
revenues of $102,166 of which $75,648 were derived from Oil &
Gas production net of taxes and $26,518 were derived from
drilling revenues.

During the three months ending September 30, 2002 drilling cost
of $16,289 were incurred by Texen in exploiting its Oil & Gas
properties.

Expenses relating to the maintenance of the its Oil & Gas
portfolio were $181,948.  Legal and accounting costs incurred in
order to conclude the acquisitions of Oil & Gas properties
during the three month period ending September 30, 2002 was
$55,373.  Legal and accounting costs incurred by the Company for
the same period ending September 30, 2001 was $6,012.

Texen Oil & Gas, Inc concluded its three-month period ended
September 30, 2002, with a working capital deficit of $91,495.


TYCO INT'L: Obtains Commitments for $1.5 Billion Credit Facility
----------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI)
obtained commitment letters from various banks for a new $1.5
billion credit facility. Tyco expects the new credit facility to
be in place prior to the February 2003 expiration of its
existing 364-Day Credit Agreement. The commitments are subject
to various conditions, including the absence of any material
adverse change in Tyco's business, the absence of any downgrade
in Tyco's credit ratings and successful completion of Tyco's
privately placed debenture offering announced earlier today.

Tyco has also reaffirmed its previously announced guidance for
the first quarter of fiscal 2003. Earnings per share from
continuing operations are expected to be in a range of 30 cents
to 33 cents and free cash flow is expected to approximate $0 to
$300 million. Tyco refers to the net amount of cash generated
from operating activities, less capital expenditures, spending
on the Tyco Global Network, changes due to the company's
accounts receivable securitization program, and dividends, as
"free cash flow." Free cash flow is not a substitute for cash
flow from operating activities as determined in accordance with
GAAP.

Tyco further announced that in order to alleviate concerns that
senior unsecured debt at Tyco's various holding companies would
be structurally subordinate to claims by direct creditors of
Tyco's operating subsidiaries, Tyco has agreed that its material
operating subsidiaries will guarantee their pro rata share of
finance subsidiary intercompany debt to Tyco International Group
S.A., a wholly owned subsidiary of Tyco, and TIGSA will
guarantee Tyco's outstanding Zero Coupon Senior Liquid Yield
Option Notes due 2020. Tyco expects the guarantees to be in
place shortly.

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


TYCO INT'L: Selling $3.25BB of Ser. A & B Convertible Debentures
----------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI) intends
to offer, subject to market and other conditions, $3.25 billion
combined principal amount of Series A Convertible Senior
Debentures due 2018 and Series B Convertible Senior Debentures
due 2023 through its wholly-owned subsidiary, Tyco International
Group S.A.  The debentures are fully and unconditionally
guaranteed by Tyco and will be convertible into Tyco common
shares at the option of the holder at a price to be determined.
Tyco intends to use the net proceeds to repay debt and for
general corporate purposes.  The initial purchasers of the
debentures will also have a 30-day option to purchase additional
debentures, which, if exercised, would give Tyco additional net
proceeds.

The debentures will be offered to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933.  The
debentures will not be registered under the Securities Act.
Unless so registered, the debentures may not be offered or sold
in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.

Tyco International Ltd., is a diversified manufacturing and
service company.  Tyco operates in more than 100 countries and
had fiscal 2002 revenues from continuing operations of
approximately $36 billion.

Tyco International Group's 6.25% bonds due 2003 (TYC03USR1) are
trading at about 99 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TYC03USR1for
real-time bond pricing.


UNITED AIRLINES: Hires Piper Rudnick as Special Labor Counsel
-------------------------------------------------------------
United Airlines requests permission to employ and retain Piper
Rudnick LLP, as its special labor counsel in these Chapter 11
Cases.

James H.M. Sprayregen, Esq., at Kirkland & Ellis tells Judge
Eugene R. Wedoff that Piper Rudnick has provided outside counsel
about the Debtors' labor agreements since 1999.  Piper Rudnick
has negotiated public contact agreements, the 2000 pilot
agreement, and the first and second rounds of concessions with
pilots, flight attendants, dispatchers and meteorologists.
Piper Rudnick archives the history of United's bargaining with
its workforce and has been close advisors to the Debtors
throughout the bargaining process.  It has represented the
Debtors in grievances following the incidents of September 11,
2001, and has been integrally involved in myriad aspects of the
Debtors' labor relations.  Piper Rudnick's well established
relationships with the unions make its involvement critical to
the Debtors' ongoing labor negotiations and continuity of their
labor relationships.

The Debtors seek to retain Piper Rudnick as special counsel to
handle the Special Counsel Matters because of:

   a) Piper Rudnick's extensive experience and expertise with
      labor issues; and

   b) the general knowledge and information that Piper Rudnick
      obtained regarding the Debtors and their businesses,
      operations and debt structure as a result of Piper
      Rudnick's prepetition services to the Debtors.

As a result of its efforts over the past several years, Piper
Rudnick is intimately familiar with the complex legal issues
that have arisen and are likely to arise in connection with the
Debtors' labor issues.  The interruption and the duplicative
cost involved in obtaining substitute counsel to replace Piper
Rudnick's unique role at this juncture would be extremely
harmful to the Debtors and their estates.  Were the Debtors
required to retain counsel other than Piper Rudnick in
connection with the specific and limited matters upon which
Piper Rudnick's advice is sought, the Debtors, their estates and
all parties in interest would be unduly prejudiced by the time
and expense necessary to replicate the familiarity with the
intricacies of airline labor law.  Further, Piper Rudnick has a
national and international reputation and extensive experience
and expertise in labor law and litigation.

The Debtors seek to retain Piper Rudnick, solely with respect to
the Special Counsel Matters.  While certain aspects of the
representations may necessarily involve Piper Rudnick, as well
as other special labor counsel Paul, Hastings, Janofsky & Walker
LLP, and Kirkland & Ellis, the Debtors believe that Piper
Rudnick will be complementary to, rather than duplicative of,
the services to be performed by Paul Hastings and Kirkland &
Ellis. The Debtors are mindful of the need to avoid duplication
of services and appropriate procedures will be implemented to
ensure minimal duplication of effort.

In accordance with section 330(a) of the Bankruptcy Code,
compensation will be payable to Piper Rudnick on an hourly
basis, plus reimbursement of actual, necessary expenses.  Piper
Rudnick's hourly rates are set at a level designed to compensate
it fairly for the work of its attorneys and paraprofessionals
and to cover fixed and routine overhead expenses.  Hourly rates
vary with the experience and seniority of the individuals and
may be adjusted from time to time.  It is Piper Rudnick's policy
to charge for all other expenses incurred in connection with a
client's matter.  These include photocopying; witness fees;
travel expenses, including airline upgrade certificates;
secretarial and other overtime expenses; filing and recording
fees; long distance telephone calls; postage; express mail and
messenger charges; computerized legal research charges and other
computer services; expenses for "working meals;" and telecopier
charges.  Piper Rudnick will charge the Debtors for these
expenses in a manner and at rates consistent with charges made
to its other clients.

Cynthia M. Sirrisi, Esq., of Piper, Rudnick, files an affidavit
with the Court.  She states that Piper Rudnick researched its
client databases to determine whether it had any connections
with creditors and other parties in interest.  However, because
Piper Rudnick is being retained as special labor counsel, and
not general bankruptcy counsel, it has limited its search.

Piper Rudnick presently represents, and will continue to
represent, several parties that presently have or may have
disputes with Debtors unrelated to the labor matters on which
Piper Rudnick represents Debtors.  These disputes may include
Piper Rudnick's non-labor lawyers representing those parties in
negotiations with Debtors or in litigation before this or other
courts against Debtors.  To date, Piper Rudnick has been able to
identify two such clients: Air Canada and Marriott.

Ms. Sirrisi says that despite the efforts to identify and
disclose Piper Rudnick's connections with parties in interest in
these cases, because Piper Rudnick is an international firm with
approximately 925 attorneys in 16 offices, and the Debtors are a
multinational enterprise with thousands of creditors and other
relationships, it is unable to state with certainty that every
client representation or other connection has been discovered.
If Piper Rudnick discovers additional pertinent information, it
will promptly file a supplemental disclosure with the Court.

Based on the searches performed, Piper Rudnick, nor any partner
or associate, hold or represent any interest adverse to the
Debtors or their respective estates in the labor matters for
which Piper Rudnick is proposed to be retained, Ms. Sirrisi
maintains.

Prepetition, Piper Rudnick has received $731,402.  Additionally,
Piper Rudnick received a $185,000 retainer for Chapter 11
services to be rendered. (United Airlines Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

United Airlines' 9.00% bonds due 2003 (UAL03USR1), DebtTraders
reports, are trading at about 9 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL03USR1for
real-time bond pricing.


U.S. PLASTIC LUMBER: Anticipates Strong Growth for 2003
-------------------------------------------------------
U.S. Plastic Lumber Corp., (Nasdaq:USPL) anticipates strong
growth in 2003, even higher than previously projected. Based
upon its current sales projections for fiscal 2003, USPL
foresees sales growth of approximately 23.5% in 2003 or
approximately $63 million. It is also forecasting some
improvement in its direct operating and manufacturing margins
leading USPL to project in 2003 operating income of
approximately $3,500,000, pre-tax income of approximately
$1,000,000 and EBITDA of approximately $7,000,000.

USPL announced that there are numerous factors driving its
growth. These factors include but are not limited to the
following:

     --  Improved deck products creating colors that resist
fading and significantly reducing expansion and contraction that
otherwise naturally occurs in plastic products.

     --  The improvement in the balance sheet of the Company has
created higher order levels as customers have increased orders
as the going concern issues of USPL has reduced. USPL announced
on December 12, 2002 that its Balance Sheet ratios have improved
dramatically, and as an example the debt to equity ratio is
approximately .65 to 1 and the debt to capitalization ratio is
approximately 41%.

     --  Pressure treated lumber, a $4 billion per year business
according to USA Today, is one of the most common forms of
lumber used in playgrounds, decks, fences and a wide variety of
other exterior applications including docks, bulkheads and
seawalls. Approximately 90% of pressure treated lumber is
currently manufactured with chemicals containing arsenic
(chromated copper arsenate or "CCA"), a known carcinogen. The
purpose of the chemical is to protect the lumber from insects
and rotting. The United States Environmental Protection Agency
has phased in a ban of pressure treated lumber manufactured
using CCA that takes effect on December 31, 2003, providing the
pressure treated lumber industry wit time to develop another
process for preserving the wood without using CCA. Ten other
countries in the world have already banned this product. The
pressure treated lumber industry is undergoing a wave of
litigation from individuals claiming injuries from these
chemicals contained in their fences, decks and playgrounds. This
is causing lumber dealers throughout the United States to
seriously consider carrying alternative lumber products of the
type offered by USPL and other alternative lumber manufacturers.
USPL believes there exists significant growth opportunity over
the next few years for the entire alternative lumber industry as
a result.

     --  Growth in consumer acceptance - The alternative lumber
industry is a fairly new industry. During the first several
years of its development, consumers needed to be educated
concerning the existence of alternative lumber products. Today,
consumers and contractors across the country are much more aware
of the product and are accepting of its low maintenance benefits
and aesthetic appeal. This drives more lumberyards to want to be
distributors and dealers of this type of product.

     --  Management focus - With the recent sale of our
environmental division, the management team is focused solely on
growing the plastic lumber business. This renewed focus is
already generating positive results in increasing operating
margins and increasing sales across its product lines. With the
difficult years of 2002 and 2001 behind it, USPL is well
positioned with a much improved financial balance sheet to take
advantage of the growing opportunities within the alternative
lumber industry.

U.S. Plastic Lumber Corp., is a manufacturer of plastic lumber,
packaging and other value added products from recycled plastic.
USPL is a highly integrated, nationwide processor of a wide
range of products made from recycled plastic feedstocks. USPL
creates high quality, competitive building materials,
furnishings, and industrial supplies by processing plastic waste
streams into purified, consistent products. Its products include
but are not limited to decking, railing systems, railroad ties,
truck flooring and scoffing, components for door manufacturers,
packaging products for the beer industry and produce industry,
components for the hot tub industry, site amenities for parks,
such as benches, picnic tables and trash receptacles, parts for
the steel industry, and much more. USPL's products are
environmentally responsible and are both aesthetically pleasing
and maintenance friendly. They include such brand names as
Carefree Decking(R), Carefree Xteriors(R), SmartDeck(R),
RecycleDesign(TM), Trimax(R), Earth Care(TM), and OEM products
including Cyclewood(R). USPL currently operates three plastic
manufacturing and recycling facilities.

As reported in Troubled Company Reporter's December 27, 2002
edition, U.S. Plastic Lumber obtained a new senior credit
facility with Guaranty Business Credit Corporation with a
maximum amount of $13 million, including an equipment term loan
of $3 million and new working capital line of up to $10 million.

The new Credit Agreement replaces the working capital line that
USPL had with Bank of America, N.A. as Administrative Agent, and
"completes the balance sheet restructuring USPL has been
diligently working on since the closing of the sale of our
environmental division in September."


US AIRWAYS: December Revenue Passenger Miles Slide-Down by 0.6%
---------------------------------------------------------------
US Airways reported that revenue passenger miles for December
2002 decreased 0.6 percent compared to December 2001, while
available seat miles for the month were down 11.7 percent
compared to the same period last year. The passenger load factor
for December 2002 was 72.4 percent, an 8.1 percentage-point
increase compared to December 2001.

For the fourth quarter 2002, revenue passenger miles decreased
1.4 percent compared to the fourth quarter 2001, while available
seat miles decreased 8.8 percent. The fourth quarter passenger
load factor was 68.3 percent, an increase of 5.1 percentage
points compared to the same period in 2001.

Year-to-date revenue passenger miles decreased 12.9 percent
compared to the full year 2001, while available seat miles
decreased 15.5 percent. The year-to-date passenger load factor
was 71.0 percent, an increase of 2.2 percentage points compared
to the same period in 2001.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported that revenue passenger miles for December 2002
increased 25.3 percent compared to December 2001, while
available seat miles increased 5.6 percent. The passenger load
factor for the month was 57.4 percent, an increase of 9.0
percentage points compared to the same period in 2001.

US Airways Express revenue passenger miles for the fourth
quarter 2002 increased 24.9 percent compared to the fourth
quarter 2001, while available seat miles increased 12.9 percent.
The US Airways Express fourth quarter passenger load factor was
55.5 percent, an increase of 5.3 percentage points compared to
the same period in 2001.

Year-to-date revenue passenger miles for the three wholly owned
US Airways Express carriers increased 11.1 percent compared to
the full year 2001, while available seat miles increased 12.4
percent. The year-to-date passenger load factor was 53.4
percent, a decrease of 0.6 percentage points compared to the
same period in 2001.

Winter weather for the month of December had some effect on US
Airways' flight operations. US Airways ended the month by
completing 97.9 percent of its scheduled flights.

System mainline passenger unit revenue for December 2002 is
expected to increase between 11.5 percent to 12.5 percent
compared to December 2001, which is a decrease of between 8.5
percent and 9.5 percent compared to December 2000.

Two of the heaviest travel days of the Thanksgiving Holiday
(Sunday and Monday) this year took place in December versus
November, thus affecting the year-over-year comparisons.

Separately, US Airways filed its Monthly Operating Report with
the U.S. bankruptcy court in Alexandria, Va., and reported an
operating loss of $96 million for the month of November 2002,
and a net loss of $118 million.

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


US AIRWAYS: Glasgow Seeks Stay Relief to Commence Litigation
------------------------------------------------------------
In July 1999, Glasgow Inc., a heavy and highway contractor and
materials producer, entered into an Agreement for Construction
Services for the Philadelphia International Airport Project with
US Airways Group.  Pursuant to the Contract, Glasgow provided
site improvements to the Terminal One Expansion Project.

The Terminal One Expansion was funded through public bonds
issued and sold in July 1998 and July 2001 by the Philadelphia
Authority for Industrial Development.  Pursuant to a Trust
Indenture between PAID and First Union N.A., as Trustee, a
Construction Fund was required to be established with the
proceeds of the Bonds.  It was to be held separate and apart
from all other accounts.

Robert A. Kargen, Esq., at White & Williams, tells Judge
Mitchell that Glasgow completed work on the Construction
Contract and also on numerous change orders approved by USAir
and its construction manager or PAID.  Glasgow is still owed
over $6,500,000.

Mr. Kargen explains that USAir does not hold an interest in the
Construction Fund to make it part of the Debtors' estate.
Furthermore, the Debtors have alleged that the Construction Fund
is insufficient to pay all claims against it in full.

Accordingly, Glasgow asks the Court to modify the automatic stay
to bring an action in an appropriate forum to determine its
rights to payment from the Construction Fund.  Glasgow believes
it must name the Debtor as a defendant due to its management
role in the project. (US Airways Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VENTAS INC: Sells $50 Million Senior THI Loan to GE Capital
-----------------------------------------------------------
Ventas, Inc., (NYSE:VTR) sold the senior loan it originated in
its recent transaction with Trans Healthcare, Inc., to GE
Capital. The Company used the proceeds from the sale to reduce
its outstanding indebtedness, which currently stands at
approximately $756 million.

The transaction with THI was structured as a senior loan, a
mezzanine loan and a sale-leaseback. The senior loan was funded
by Ventas in the original principal amount of $45 million. In
connection with the sale of the senior loan to GE Capital,
Ventas used the unique re-sizing feature of the loan structure
to increase the principal amount of the senior loan to $50
million and reduce the principal amount of the mezzanine loan
from $22 million to $17 million. Together with the $53 million
sale-leaseback investment Ventas made in THI senior housing and
healthcare assets, Ventas's total net investment with THI,
following the sale of the senior loan to GE Capital, is
currently $70 million. Ventas said it expects to record a small
gain on the sale of the THI loan.

The senior loan sold to GE Capital is secured by first mortgages
on 17 skilled nursing facilities and one related assisted living
facility, 14 of which are in Ohio and four of which are in
Maryland, containing a total of 1,402 beds.

Ventas also said that effective December 31, 2002, it
repurchased $34 million of Senior Notes out of the proceeds of
the recently completed stock offering. The Company purchased
$783,000 of Series A 8-3/4% Senior Notes due 2009 and
$33,179,000 of Series B 9% Senior Notes due 2012 in open market
purchases. The total purchase price aggregated $37 million. As a
result of these purchases, Ventas said it will report an
extraordinary loss of approximately $4 million in the 2002
fourth quarter on the extinguishment of debt. The Company has no
current intention to repurchase any additional Senior Notes.

"With our recent equity offering and the sale of our senior THI
loan to GE Capital, we have repaid over $140 million in debt, "
Ventas President and CEO Debra A. Cafaro said. "We believe that
our strengthened balance sheet and significant capital
availability and liquidity will allow us to continue to improve
our Company for the benefit of our shareholders in 2003."

               Ventas Settles Dispute with Atria

Ventas also announced that it has settled its dispute with
Atria, Inc., regarding the parties' respective rights and
obligations relative to the issuance of mortgage resident bonds
to residents of "New Pond Village," a senior housing facility in
Walpole, Massachusetts operated by Atria and formerly owned by
the Company. Under the settlement, Ventas was released from
liabilities relating to all existing and future mortgage
resident bonds, including the obligation to pay approximately
$26 million of outstanding mortgage resident bonds. Ventas and
Atria also agreed to dismiss the lawsuit previously filed by
Atria pertaining to this dispute and Atria released the Company
from all claims related to this matter. Ventas was not required
to pay any amounts in connection with the settlement.

Ventas, Inc., is a healthcare real estate investment trust that
owns 44 hospitals, 220 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The
Company also has investments in 25 additional healthcare and
senior housing facilities. More information about Ventas can be
found on its Web site at http://www.ventasreit.com

At September 30, 2002, Ventas' total shareholders' equity
deficit widened to about $126 million.


VIZACOM INC: Neil M. Kaufman Discloses 7.5% Equity Stake
--------------------------------------------------------
Neil M. Kaufman beneficially owns 835,154 shares of the common
stock of Vizacom Inc., representing 7.5% of the outstanding
common stock of the Company.  Mr. Kaufman exercises sole powers
of voting and disposition of the stock.  The stock held includes
184,421 shares of common stock underlying stock options
exercisable by Mr. Kaufman within 60 days. It does not include
an aggregate of 149,167 shares of common stock underlying stock
options that are not exercisable within 60 days.  The percentage
of stock held is based upon information provided by Vizacom that
there were 10,368,318 shares of common stock outstanding as of
December 23, 2002.

Vizacom Inc., is a provider of comprehensive professional
internet and technology solutions. Through its Vizy Interactive
New York and PWR Systems subsidiaries, Vizacom develops and
provides to global and top domestic companies a range of service
and product solutions, including: business strategy formation,
web design and user experience, e-commerce application
development, creative media solutions, systems and network
development and integration, and data center services. Vizacom
attracts top, established companies as clients, including:
Martha Stewart Living, Verizon Communications, and Sony Music.

Vizacom Inc.'s September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $4.5 million.


WESTPOINT STEVENS: S&P Affirms B/CCC+ Ratings Following Review
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and its 'CCC+' senior unsecured debt rating on
Atlanta, Georgia-based home textiles manufacturer WestPoint
Stevens Inc. The ratings are removed from CreditWatch, where
they were placed on September 23, 2002.

The outlook is negative. Total debt outstanding at
September 30, 2002, including the accounts receivable
securitization program, was about $1.8 billion.

The affirmation follows Standard & Poor's review of the
company's operations and reflects the expectation that financial
results will remain weak in the near term.

"Fiscal 2002 was another difficult year for WestPoint Stevens as
the economy weakened, consumer confidence deteriorated, and the
company faced a highly promotional retail environment as
retailers continued to maintain lean inventories," said Standard
& Poor's analyst Susan Ding.

Although the company completed its multiyear "Eight Point"
restructuring program with expected annual savings of about $38
million, margins were still hurt. In September 2002, the company
announced additional restructuring initiatives and its downward
adjustment of revenues for 2002, due to a softer than expected
retail environment and weaker than expected K-Mart Corp. sales.
Furthermore, expected lower asset use in the third and fourth
quarters will result in additional pressure on margins.

The ratings reflect WestPoint Stevens Inc.'s substantial debt
burden and limited financial resources as well as very
competitive and cyclical industry conditions. These factors are
somewhat mitigated by the company's leading positions in the
U.S. bed-linen and bath-towel market and its broad product line
across multiple price points and distribution channels.


WILLIAMS: Ira D. Hall Resigns from Company's Board of Directors
---------------------------------------------------------------
Williams' (NYSE: WMB) board of directors has decreased from 13
members to 12 following the resignation of Ira D. Hall on Dec.
31.

Hall, 58, cited a new job as the reason for his decision.  He
has been selected to become president and chief executive
officer of Utendahl Capital Management, L.P., a fixed income
investment management firm.

"I have been very pleased to work with a group of outstanding
directors and key executives at Williams," Hall said.

Hall joined the Williams board in November 2001.  During his
one-year tenure, he served on the audit, compensation and
finance committees.  He is a former treasurer of Texaco, Inc.

"We sincerely appreciate Ira's service and decisiveness.  It was
a pleasure getting to know him," said Steve Malcolm, Williams'
chairman, president and chief executive officer.

Only one Williams board member -- Malcolm -- is currently
affiliated with the company.  The remaining 11 members are
independent directors.

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity.  Based in Tulsa, Okla., Williams' operations
span the energy value chain from wellhead to burner tip.
Company information is available at http://www.williams.com

Williams Companies 9.375% bonds due 2021 are currently trading
at about 73 cents-on-the-dollar.


WINSTAR COMMS: Court Fixes March 31 as Rejection Claims Bar Date
----------------------------------------------------------------
Judge King orders that all persons or entities that hold or
assert any rejection claims against any of Winstar
Communications, Inc., and its debtor-affiliates must file a
complete and duly executed proof of rejection claim no later
than March 31, 2003. (Winstar Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XCEL ENERGY: Will Host Q4 Earnings Conference Call on January 29
----------------------------------------------------------------
On Wednesday, January 29, Xcel Energy will host a conference
call to review fourth quarter financial results and the
financial outlook.

The call will begin at 1:30 p.m. Central Time. To participate in
the conference call, please dial in at least 5-10 minutes prior
to the scheduled start and follow the operator's instructions.

    US Dial-In: 888-428-4480

    International Dial-In: 651-224-7497

The conference call will also be simultaneously broadcast and
archived on the Company's Web site at the following location:

    http://www.xcelenergy.com

    Click on: Investor Information

If you are unable to participate in the live event, the call
will be available for replay from 6:00 p.m. on January 29
through 11:59 p.m. on February 4, Central Time.

    Replay Numbers

    US Dial-In: 800-475-6701

    International Dial-In: 320-365-3844

    Access Code: 669813

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

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


* Becker & Poliakoff Teams-Up with Genesis Technology
-----------------------------------------------------
Genesis Technology Group, Inc. (OTC BB: GTEC), joined Becker &
Poliakoff law firm in scheduling business seminars for Western
companies. With vast global experience, Becker & Poliakoff, P.A,
is a Florida based statewide and international law firm. This
commercial law firm, with more than 100 attorneys, provides a
full range of legal services.

Becker & Poliakoff and GTEC will jointly host China round tables
and seminars to educate U.S. companies about the opportunities
and challenges of doing business in China. The first co-
sponsored event will be held at the law firm's Fort Lauderdale
offices on Monday, January 27, 2003. (For more information about
this event, please visit
http://www.genesis-technology.net/events.asp)

"We are proud to align Genesis with such a prestigious
international law firm as Becker & Poliakoff," stated GTEC CEO
Gary Wolfson. "We share a mutual interest in China. The need for
Western legal representation in China is increasing rapidly. Its
accession to the World Trade Organization has intensified
China's commitment to conducting business by the global
rulebook.

"The first co-sponsored China forum should draw a strong
contingent of Florida companies seeking to expand their horizons
and markets. Genesis is dedicated to creating success for
Western and Chinese innovation, and these professional
gatherings provide a venue for advancing this goal."

To receive an invitation to this event, interested parties
should contact Melanie Eckenroth at (561) 988-9880 ext. 308, via
fax at (561) 988-9890 or email melanie@genesis-technology.net

Genesis Technology Group is a business development firm that
fosters bilateral commerce between companies in the United
States and Europe with those in China. Genesis has created
successful profit centers in product development, manufacturing,
distribution, joint ventures and operational services. Genesis
has established effective working relationships with various
governmental agencies, public institutions, and private
industries in China at both national and provincial levels. The
Company also aims to play a key role in assisting small to mid-
size Chinese private companies that desire growth, to expand
their business with the financial and operational support of the
Genesis. For more information on the Company, please visit
http://www.genesis-technology.net

Becker & Poliakoff, P.A, founded in 1972, is a Florida based
statewide and international law firm. This commercial law firm,
with more than 100 attorneys, provides a full range of legal
services including: asset protection and estate planning,
homeowner and community association law, civil and complex
commercial litigation, administrative law, bankruptcy and
creditors' rights, securities law and litigation, customs and
international trade, construction law, employment law,
environmental law, entertainment and gaming law, family law,
government law and lobbying, immigration, international
transactions and litigation, technology law, business, corporate
and banking law, collections and foreclosure, real estate law,
land use planning and zoning, securities, patent, trademark and
intellectual property.

The Firm includes 10 full service offices throughout Florida and
foreign offices and affiliations in Prague, Czech Republic;
Beijing, China; Paris, France; Frankfurt, Germany; Bern,
Switzerland plus an active practice throughout Latin America.
Becker & Poliakoff attorneys can assist clients in Spanish,
French, German, Portuguese, Hebrew, Russian, and Chinese. For
more information on the Firm, please visit www.becker-
poliakoff.com

The People's Republic of China (PRC) began developing its
present legal system in the late 1970's. The passage of the
Sino-Foreign Equity Joint Venture Law in 1979 was the first step
by the Chinese government to build a legal structure governing
foreign investment. Since then China has continued to build a
legal system that will protect their rights as well as the
rights of their foreign partners. Here is a collection of legal
resources relating to Law in the People's Republic of China.

Alot of new legislation has been introduced in China during the
last fifteen years. The new laws and regulations have improved
the investment prospects in China significantly along with
China's access to the WTO. We have compiled a comprehensive list
of China's laws in this column. Please note that the dates below
refer to the effective date, not the date of promulgation.

WTO (The World Trade Organization) held its 4th Ministerial
Conference in Doha, Qatar on November 2001 and there as an
agenda item, the decision on China's accession to the WTO was
reviewed and adopted. Here are links to China's major World
Trade Organization accession agreements, as posted online by the
Ministry of Foreign Trade and Economic Cooperation. ChinaBig.com
is providing it as a public service.

During recent years, China has passed many new laws and
regulations. These new additions to China's legal structure have
improved the investment prospects in China greatly, and China's
accession to the WTO especially makes nowadays China the most
potential place to invest in. For more information on this
subject, please visit http://www.chinabig.com.cn


* Meetings, Conferences and Seminars
------------------------------------
February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
     Healthcare Transactions: Successful Strategies for Mergers,
          Acquisitions, Divestitures and Restructurings
             The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
                        ram@ballistic.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
             Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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 ***