TCR_Public/030109.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 9, 2003, Vol. 7, No. 6    

                          Headlines

A NOVO BROADBAND: US Trustee Appoints Creditors' Committee
ADELPHIA COMMS: U.S. Trustee Amends Equity Holders' Committee
ADVANCED GLASSFIBER: Brings-In Cozen O'Connor as Local Counsel
ALGOMA STEEL: Reports Improved Results for Third Quarter
AMERICAN MEDIA: S&P Affirms B+ Rating After Pending Acquisition

AMERICREDIT: Extends Exchange Offer for 9.25% Notes to Jan. 20
AMERIPOL SYNPOL: US Trustee Appoints Unsec. Creditors' Committee
AMKOR TECHNOLOGY: Hires Mike S. Lee as Greater China President
APPLICA INC: Confirms Previously Announced 4th Quarter Guidance
AT&T LATIN: Parent Selling Equity Stake to Southern Cross Group

ATLANTIC EXPRESS: Section 341(a) Meeting Scheduled for Feb. 3
ATLANTIC EXPRESS: Court Warns Creditors about Claim Purchasers
AVATEX CORP: Files Reorg. Plan & Disclosure Statement in Texas
BCE INC: Appoints Three New Members to Board of Directors
BUCKEYE TECHNOLOGIES: Sets Q2 2003 Conference Call for Jan. 22

BUDGET GROUP: Secures Nod to Make Loans to Foreign Subsidiaries
CALPINE CORP: Inks Long-Term California Power Sales Agreement
CCC GLOBALCOM: Restructures Loan Agreement with Primary Lender
CONSECO INC: CFC Secures Nod to Continue Insurance Arrangements
COVANTA ENERGY: Obtains Go-Signal for Team Financing Transaction

DAYTON: S&P Cuts Ratings Following Recovery Prospects Assessment
DICE INC: Will Commence Trading on Nasdaq SmallCap Market Today
DIGITAL FUSION: Prepares Prospectus for 1-Mill. Share Offering
DILMUN CAPITAL II: S&P Hatchets Mezzanine Notes Rating to BB-
DYNEGY INC: Will Repay $100 Million of Bank Debt by Month-End

EL PASO ENERGY: Will Publish Fourth Quarter Results on Jan. 29
EMAGIN CORP: Completes 2 Long-Term Consumer Purchase Agreements
ENCOMPASS SERVICES: Honoring Up to $3.5 Mill. of Tax Obligations
ENRON CORP: Committee Taps Norton Rose as UK Insolvency Counsel
EOTT ENERGY: Obtains 60-Day Claims Bar Date Extension

EXIDE TECHNOLOGIES: US Trustee Amends Equity Holders' Committee
EZENIA! INC: Renegotiates Put Agreement with General Dynamics
FISHER SCIENTIFIC: Reiterates Earnings Guidance for 2002 & 2003
GENTEK: Committee Turns to Chanin Capital for Financial Advice
GENUITY INC: Honoring Up to $11 Million of Prepetition Taxes

GRUMMAN OLSON: Signs-Up Rosen & Associates as Bankruptcy Counsel
GRANGE MUTUAL INSURANCE: S&P Assigns R Financial Strength Rating
GROUP TELECOM: US Court Recognizes Plan of Arrangement in Canada
INSILCO TECHNOLOGIES: Hires Benetar Bernstein as Labor Counsel
KAISER ALUMINUM: Wants Approval of Tacoma Plant Sale Agreement

KCS ENERGY: Credit Facility Maturity Date Extended to January 13
KEMPER INSURANCE: Fitch Cuts Units' Fin'l Strength Ratings to B+
KEY3MEDIA GROUP: Triax Holdings Discloses 53.55% Equity Stake
KNOWLES ELECTRONICS: Chairman Reg Garratt Retires from Company
LERNOUT: Kemper Seeks Stay Relief to Rescind D&O Policies

LEVI STRAUSS: Improved Liquidity Prompts Moody's Rating Upgrades
MALAN REALTY: Completes Sale of Five Properties for $3 Million
MESA AIR GROUP: December 2002 Traffic Up by 46.2% Year-Over-Year
MJ DESIGNS: Gets Interim Court Nod to Use PNC's Cash Collateral
MOSAIC GROUP: Secures OK to Hire Akin Gump as Bankruptcy Counsel

NETIA: Receives Claim Challenging Shareholder Resolution
NETIA HOLDINGS: Estimates Costs of Issuing New Shares at $17.6MM
NETIA HOLDINGS: Moody's Withdraws Ratings After Recapitalization
NEXTCARD INC: DoveBid Will Conduct Webcast Auction for Assets
NORTHWEST AIRLINES: Will Host Earnings Conference Call on Jan 21

NORTHWESTERN CORP: Appoints Gray G. Drook as Chief Exec. Officer
OWENS CORNING: Selling Bradenton Plant Assets for $4.3 Million
P-COM INC: Terminates Definitive Merger Agreement with Telaxis
PEABODY ENERGY: S&P Rates $480 Mil. Secured Bank Facility at BB+
PETROLEUM GEO-SERVICES: Fitch Cuts Junk Debt Rating to C

PLANGRAPHICS: Narrows Net Loss to $400K for Year Ended Sept. 30
PRIME GROUP: Repays $3 Mil. of Capital Preferred Growth Facility
PRIMUS TELECOMMS: K. Paul Singh Discloses 6.23% Equity Stake
QWEST COMMS: Offers Competitive Long-Distance Plans in 8 States
RELIANCE GROUP: Delays Filing of SEC Form 10-Q for Sept. Quarter

RELIANT RESOURCES: Elects William L. Transier to Company's Board
RFS ECUSTA: Brings-In Troutman Sanders as Special Labor Counsel
RITE AID CORP: Same Store Sales Up by 5.7% in December 2002
SAFETY-KLEEN: Court OKs Elgin Office Sale to GDT for $9 Million
SASKATCHEWAN WHEAT: Bank Group Supports Restructuring Proposal

SILICON GRAPHICS: Settles Charges Filed by US Dept. of Justice
SLEEPMASTER FINANCE: Delaware Court to Consider Plan on Jan. 15
SOLECTRON: Inks Pact to Acquire IBM Global Asset Recovery Assets
THOMSON KERNAGHAN: Hearing on Valentine's Case Set for Jan. 30
TIGER TELEMATICS: Completes Phase 2 of Restructuring in Europe

TENNECO AUTOMOTIVE: Will Publish 4th Quarter Results by Feb. 4
TRADERS INSURANCE: S&P Downgrades Counterparty Rating to Bpi
TWEETER HOME: 4th Quarter EBITDA Loan Covenant Violation Likely
TYCO INT'L: Caps $3.75 Billion Convertible Notes Offering Price
UNITED AIRLINES: Applauds Ratifications of Interim Wage Cuts

UNITED AIR: Whiteford Urges Company to Work with ALPA on Plan
UNITED AIRLINES: Wants Approval to Continue Key Employee Program
UNITED AIRLINES: Commences Code-Sharing Flights with US Airways
US AIRWAYS: Wants to Pull Plug on 34 Aircraft Leases & Mortgages
WESTPOINT STEVENS: S&P Plucks B/CCC+ Ratings from CreditWatch

WINSTAR: Trustee Wants to Examine Ex-Officers Under Rule 2004
YUM! BRANDS: 4th Quarter U.S. Same Store Sales Slide-Down 1%

* O'Melveny & Myers Appoints Thirteen Attorneys as Partners

* DebtTraders' Real-Time Bond Pricing

                          *********

A NOVO BROADBAND: US Trustee Appoints Creditors' Committee
----------------------------------------------------------
Donald F. Walton, Esq., the Acting United States Trustee for
Region 3 appointed three creditors to serve on the Official
Committee of Unsecured Creditors in A Novo Broadband, Inc.'s
chapter 11 case:

       1. Delaware Temporary Systems
          Attn: Alfred Bernard
          5187 Woodmill Drive,
          Wilmington, DE 19808
          Tel: 302-655-4491, Fax: 302-655-4401;

       2. 4-Speed Delivery Service, Inc.
          Attn: Kenneth R. Carpenter
          3020 Enterprise Street
          Costa Mesa, CA 92626
          Tel: 714-549-1500, Fax: 714-427-5447; and

       3. Avon Corrugated Co.
          Attn: Eduardo Pipoli
          121 N.E. 179th Street, Miami, FL 33162
          Tel: 305-720-3439, Fax: 305-770-3455.

A Novo Broadband, Inc., a business 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 in the U.S. Bankruptcy Court for the District of Delaware.
Brendan Linehan Shannon, Esq., 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.


ADELPHIA COMMS: U.S. Trustee Amends Equity Holders' Committee
-------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region II amends the composition of the
Official Committee of Equity Security Holders of Adelphia
Communications by replacing Wallace R. Weitz & Company with The
Northern Mutual Life Insurance Company, effective December 23,
2002.  The Equity Security Holders Committee is now composed of:

   A. Leonard Tow
      3 High Ridge Park, Stanford, Connecticut 06905
      Phone: (203) 614-4601   Fax: (203) 614-4627
      Attn: Mr. Leonard Tow

   B. The Northern Mutual Life Insurance Company
      720 East Wisconsin Ave., Milwaukee, Wisconsin 53202
      Phone: (414) 665-5852
      Attn: Brett Elver
            Director, Northwestern Investment Management Co.

   C. AIG DKR Sound Shore Funds
      1281 East Main St., 3rd Floor, Stamford, Connecticut 06902
      Phone: (203) 324-8429   Fax: (203) 324-8498
      Attn: Mr. Marc Seidenberg

   D. Blue River LLC - Personal Holdings of Van Greenfield
      360 East 88th St., Apt. 2D, New York, New York 10128
      Phone: (212) 426-1700   Fax: (212) 426-5677
      Attn: Mr. Van Greenfield

   E. Highbridge Capital Corp.
      9 West 57th Street, 27th Floor, New York, New York 10019
      Phone: (212) 287-4735   Fax: (212) 755-4250
      Attn: Andrew R. Martin, Portfolio Manager
(Adelphia Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 40 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED GLASSFIBER: Brings-In Cozen O'Connor as Local Counsel
--------------------------------------------------------------
Advanced Glassfiber Yarns LLC, and its debtor-affiliates, ask
for Court authority to employ the Cozen O'Connor as their Local
Counsel.

The Debtors want to retain Cozen as their local counsel because
of the firm's extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations
under Chapter 11 of the Bankruptcy Code; its expertise,
experience, and knowledge practicing before this Court; its
proximity to the Court; its ability to respond quickly to
emergency hearings and other emergency matters before the Court
in Wilmington; and because Cozen's appearance before the Court
for routine applications, motions, and matters in the bankruptcy
cases will be efficient and cost effective for the Debtors'
estates.

Specifically, Cozen will:

     a) advise the Debtors of their rights, powers, and duties
        as debtors and debtors-in-possession;

     b) take all necessary actions to protect and preserve the
        estates of the Debtors, including the prosecution of      
        certain actions on the Debtors' behalf, the defense of
        any actions commenced against the Debtors, the      
        negotiation of disputes in which the Debtors are
        involved, and the preparation of objections to claims
        filed against the Debtors' estates;

     c) prepare on behalf of the Debtors, as debtors-in-
        possession, necessary motions, applications, answers,
        orders, reports, and papers in connection with the
        administration of the Debtors' estates;

     d) perform all other necessary legal services in connection
        with the bankruptcy cases.

The attorneys primarily responsible for this engagement are:

           Attorney           Position      Billing Rate
           --------           --------      ------------
          Mark E. Felger      Member        $320 per hour
          Shelley Kinsella    Associate     $195 per hour

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, in the U.S. Bankruptcy Court for the District of Delaware.  
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.


ALGOMA STEEL: Reports Improved Results for Third Quarter
--------------------------------------------------------
Algoma Steel Inc., reported a net income of $28.6 million for
the third quarter ended September 30, 2002.  Net income improved
from the net loss of $61.9 million reported for the quarter
ended September 30, 2001 primarily due to a 29% increase in
revenue due to higher steel prices, a 9% increase in shipments,
and lower unit operating costs.  Net income in the post-
restructuring period of February to September, 2002 was $45.8
million.

Revenue was $312.7 million for the three months ended September
30, 2002 based on average selling prices of $566 per ton
compared with revenue of $241.8 million and average selling
prices of $478 per ton for the three months ended September 30,
2001.  The price improvement is due to industry price increases
in 2002.  The increase in revenue also results from a 9%
improvement in steel shipments with shipments of 552,000 tons
for the three months ended September 30, 2002 compared to
506,000 tons for the three months ended September 30, 2001.

Cost of sales increased to $240.5 million for the three months
ended September 30, 2002 from $228.7 million for the three
months ended September 30, 2001 due to higher shipments.  Unit
operating costs declined in the quarter due to higher production
volumes and restructuring savings.  The Company also increased
its 2002 pension expense by $3 million of which approximately $2
million was charged in this quarter.  The additional cost is
associated with a reduction in the estimated rate of return on
the pension fund assets.

Operating income for the three months ended September 30, 2002
was $46.7 million, an improvement of $61.1 million over the
$14.4 million operating loss reported for the three months ended
September 30, 2001.

Financial expense for the three months ended September 30, 2002
was $17.5 million compared to $44.1 million for the three months
ended September 30, 2001.  Financial expense for the three
months ended September 30, 2002 included a foreign exchange loss
of $9.3 million (primarily on the U.S. denominated long-term
debt) and interest expense of $8.2 million.  For the three
months ended September 30, 2001, financial expense included a
foreign exchange loss of $24.1 million (primarily on the U.S.
denominated long-term debt) and interest expense of $20.0
million.

The Company implemented fresh start accounting effective January
31, 2002 and, as a result, year-to-date net income is reported
for the eight months ended September 30, 2002.  Net income in
the post-restructuring period of February to September, 2002 was
$45.8 million.

On a comparable nine-month period ending September 30, 2002, a
net income of $19.7 million is reported compared to a $246.4
million net loss for the nine-month period ending September 30,
2001.  The improvement can be attributed to lower reorganization
expenses, a significant accounts receivable write-off reported
in 2001, improved selling prices, higher shipments and lower
operating expenses.

Income tax expense for the three and eight-month periods ended
September 30, 2002 differs from the amount determined using the
Company's statutory manufacturing and processing tax rate of 33%
due to the utilization of tax loss carryforwards, the benefit of
which had not previously been recognized.  

The Company reported cash flow from operations of $36.1 million
for the three months ended September 30, 2002 compared with
$10.8 million for the three months ended September 30, 2001.  
Capital expenditures for the three months ended September 30,
2002 of $6.7 million compared to expenditures of $3.9 million
for the three months ended September 30, 2001.  Working capital
increased in the quarter due to higher inventory and
receivables, partially offset by an increase in payables.  The
improvement in cash flow for the three months ended September
30, 2002 resulted in total debt repayment of $29.4 million
comprised of an $18.8 million reduction in bank indebtedness; a
$10.0 million repayment on September 30, 2002 on the term loan;
and an additional $0.6 million repayment of the term loan from
the proceeds of land sales.  Bank indebtedness declined from
$54.5 million as at June 30, 2002 to $35.7 million at September
30, 2002.  Unused excess availability under the revolving credit
facility at September 30, 2002 was $70 million.

Mr. Alexander Adam stepped down as President and Chief Executive
Officer effective August 31, 2002.  The Board of Directors of
Algoma Steel appointed Denis Turcotte as President and Chief
Executive Officer of the Company effective September 16, 2002.  
Prior to this appointment, Mr. Turcotte was a senior executive
with a major Canadian forest products company.

DebtTraders reports that Algoma Steel Inc.'s 11% bonds due 2009
(AGA09CAR1) are trading at about 74 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGA09CAR1for  
real-time bond pricing.


AMERICAN MEDIA: S&P Affirms B+ Rating After Pending Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating for publisher American Media Operations Inc.,
following the company's pending acquisition of Weider
Publications LLC for $350 million.

In addition, Standard & Poor's assigned its 'B+' senior secured
rating to American Media Operations Inc.'s $140 million tranche
C-1 term loan, and 'B-' rating to the company's $150 million
subordinated notes due 2011. The Boca Raton, Florida-based
company has pro forma total debt of $1.02 billion as of
September 23, 2002. The outlook is stable.

"Standard & Poor's expects that the transaction, while largely
debt-financed, will not materially alter credit measures over
the near term due to potential operating synergies and cost-
saving opportunities through the leveraging of American Media's
existing infrastructure," said Standard & Poor's credit analyst
Hal Diamond.

Weider is a leading publisher in the growing health and fitness
special interest magazine niche. The acquisition provides a good
strategic fit and diversifies American Media's cash flow streams
by increasing advertising and subscription revenues.
Opportunities exist to expand Weider's circulation through
American Media's newsstand distribution channel.

The company's free cash flow is expected to be more than
sufficient to service minimal bank debt maturities during the
next few years. However, financial risk is expected to remain
relatively high because Standard & Poor's expects management's
financial policies will remain aggressive.


AMERICREDIT: Extends Exchange Offer for 9.25% Notes to Jan. 20
--------------------------------------------------------------
Americredit Corp., (NYSE:ACF) extends its offer to exchange its
9-1/4% Senior Notes Due 2009 which have been registered under
the Securities Act of 1933, as amended, for any and for all of
its outstanding 9-1/4% Senior Notes Due 2009.

The Exchange Offer, originally scheduled to expire at 5:00 p.m.,
New York City time, on January 6, 2003, will expire at 5:00
p.m., New York City time on January 20, 2003, unless extended.
All other terms and conditions of the Exchange Offer remain the
same. As of 3:00 p.m., New York City time on January 6, 2003,
approximately $174.5 million (out of $175.0 million) in
aggregate principal amount of the Old Notes have been tendered
in exchange for a like principal amount of New Notes.

The Old Notes have not been registered under the Securities Act
and may not be offered or sold 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.

AmeriCredit Corp., (NYSE:ACF) is the largest independent middle-
market auto finance company in North America. Using its branch
network and strategic alliances with auto groups and banks, the
company purchases retail installment contracts made by auto
dealers to consumers who are typically unable to obtain
financing from traditional sources. AmeriCredit has more than
one million customers throughout the United States and Canada
and more than $15 billion in managed auto receivables. The
company was founded in 1992 and is headquartered in Fort Worth,
Texas. For more information, visit http://www.americredit.com

                         *    *   *

As reported in Troubled Company Reporter's Oct. 1, 2002 edition,
Fitch affirmed the 'BB' rating for AmeriCredit Corp.'s senior
unsecured debt and removed the Rating Watch Negative following
their announcement of the completion of an equity offering in
the amount of $502 million. The Rating Outlook is Stable.
Approximately $375 million of debt is affected by this action.


AMERIPOL SYNPOL: US Trustee Appoints Unsec. Creditors' Committee
----------------------------------------------------------------
Donald F. Walton, Esq., the Acting United States Trustee for
Region 3, appointed five creditors to serve on the Official
Committee of Unsecured Creditors of Ameripol Synpol Corporation.  
Those five creditors are:

       1. Huntsman, LLC
          Attn: Frank Vandiver
          3040 Post Oak Boulevard
          Houston, TX 77056
          Phone: (713) 235-6883, Fax: (713) 235-6197;

       2. Equistar Chemicals, LP
          Attn: J. Donald Hamilton
          1221 McKinney, Suite 1600,
          P.O. Box 2583, Houston, TX 77252-2583
          Phone: (713) 309-4980, Fax: (713) 652-4542;

       3. BP Amoco Chemical Co.
          Attn: Jeffrey C. Bamo
          150 West Warrenville Road
          603-2344 Mail Code CS-1
          Naperville, IL 60563
          Phone: (630) 961-7675, Fax: (630) 961-7945;

       4. Degussa Engineered Carbons, L.P.
          Attn: James V. Hickey
          379 Interpace Parkway
          Parsippany, NJ 07054
          Phone: (973) 541-8724, Fax: (973) 541-8701;

       5. E.Vironment, L.P.
          Attn: John W. Liton
          14011 Park Drive, Suite 100
          Tomball, TX 77377
          Phone: (281) 351-2856, Fax: (281) 351-2879.

Ameripol Synpol Corporation filed for chapter 11 petition on
December 16, 2002 in the U.S. Bankruptcy Court for the District
of Delaware. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed an estimated assets of
more than $100 million and estimated debts of over $50 million.


AMKOR TECHNOLOGY: Hires Mike S. Lee as Greater China President
--------------------------------------------------------------
Amkor Technology, Inc., (Nasdaq: AMKR) announced that Mike S.
Lee has joined the company as Greater China president. Lee will
have primary responsibility for business development initiatives
that will be supported by Amkor's manufacturing operations in
China and Taiwan.

Lee, 54, has 19 years of experience in the semiconductor
packaging and contract manufacturing industries. Prior to
joining Amkor, Lee was president of the U.S. operations for
Siliconware, Inc. Lee also served as president of the U.S.
operations of Advanced Semiconductor Engineering (ASE) and
director of manufacturing & design engineering for Shinko
Electric America, Inc.

"We believe Mike Lee will be a solid addition to Amkor's
management team at a time when we are positioned to capitalize
on attractive long-term growth opportunities in China and
Taiwan," said John Boruch, Amkor's president and chief operating
officer. "With his solid business development and engineering
background, including twelve years with ASE and Siliconware,
Mike should play a key role in helping Amkor forge stronger
business and operational ties in the Greater China region."

Lee is a graduate of the Chinese Military Academy in Taiwan and
holds degrees in Physics, Mechanical Engineering, Business
Administration and Metallurgical Sciences.

Amkor is the world's largest provider of contract semiconductor
assembly and test services. Amkor offers semiconductor companies
and electronics OEMs a complete set of microelectronic design
and, manufacturing and support services. More information on
Amkor is available from the company's SEC filings and on Amkor's
Web site at http://www.amkor.com

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit and senior unsecured debt
ratings on Amkor Technology Inc., to single-'B' from single-'B'-
plus. At the same time, the senior secured bank loan rating was
lowered to single-'B'-plus from double-'B'-minus.

Standard & Poor's Ratings Services also lowered its ratings on
the West Chester, Pennsylvania-based company's convertible and
senior subordinated notes to triple-'C'-plus from single-'B'-
minus. The outlook is stable.

The ratings changes reflect volatile conditions in the
semiconductor market and a sustained deterioration in
profitability and debt-protection measures, offset by Amkor's
adequate near-term liquidity.

Amkor Technology Inc.'s 10.50% bonds due 2009 (AMKR09USR1) are
trading at about 78 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMKR09USR1
for real-time bond pricing.


APPLICA INC: Confirms Previously Announced 4th Quarter Guidance
---------------------------------------------------------------
Applica Incorporated (NYSE: APN) confirmed its guidance of $0.14
to $0.23 per share for the 2002 fourth quarter.

David M. Friedson, Chairman and Chief Executive Officer,
commented, "Fourth quarter sales were at the high end of our
expectations despite the issues relating to the sluggish
economy. Additionally, our debt levels were below $200 million
at December 31, 2002, which was significantly better than our
previous estimate. As a result, we are comfortable with our
earnings estimate for the fourth quarter."

Applica will issue its fourth-quarter and year-end financial
results before the market opens on Thursday, February 27, 2003.
The conference call is scheduled for 11:00 a.m., Eastern
Standard Time, on the same day. David Friedson, Chairman of the
Board and Chief Executive Officer, Harry Schulman, President and
Chief Operating Officer, Terry Polistina, Chief Financial
Officer, and Michael Michienzi, Senior Vice President - Global
Business Development, will host the call.

Live audio of the conference call will be simultaneously
broadcast over the Internet and will be available to members of
the news media, investors and the general public. Broadcast of
the event can be accessed on the Company's Web site at
http://www.applicainc.com by clicking on the Investor Relations  
page. You may also access the call via CCBN at
http://www.streetevents.com  The event will be archived and  
available for replay through Thursday, March 6, 2003.

Applica Incorporated and its subsidiaries are manufacturers,
marketers and distributors of a broad range of branded and
private-label small electric consumer goods. The Company
manufactures and distributes small household appliances, pest
control products, home environment products, pet care products
and professional personal care products. Applica markets
products under licensed brand names, such as Black & Decker(R),
its own brand names, such as Windmere(R), LitterMaid(R) and
Applica(TM), and other private-label brand names. Applica's
customers include mass merchandisers, specialty retailers and
appliance distributors primarily in North America, Latin America
and the Caribbean. The Company operates manufacturing facilities
in China and Mexico. Applica also manufactures products for
other consumer products companies. Additional information
regarding the Company is available at http://www.applicainc.com  

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its senior secured bank loan rating on Miami
Lakes, Florida-based Applica Inc.'s $205 million revolving
credit facility due December 2005 to double-'B'-minus from
single-'B'-plus.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on the small appliance manufacturer and
marketer. The outlook is stable.


AT&T LATIN: Parent Selling Equity Stake to Southern Cross Group
---------------------------------------------------------------
AT&T Latin America Corporation (Nasdaq: ATTL) said its majority
shareholder, AT&T Corporation, has disclosed that it has entered
into a non-binding letter of intent with Southern Cross Group,
LLC, a telecommunications holding company, to sell 8,000,000
shares of Class A common stock of ATTL and 73,081,595 shares of
Class B common stock of ATTL for $1,000.00 in a transaction
within the next twelve months.

"As part of our restructuring efforts, we have been in
discussion with AT&T regarding their desire to sell their equity
stake in ATTL. We are pleased that Southern Cross has expressed
an interest in acquiring a significant equity position in AT&T
Latin America. We look forward to working with Southern Cross
and other potential investors to support their due- diligence
efforts," said Patricio Northland, President and CEO of AT&T
Latin America.

Further, Mr. Northland stated, "We continue to follow the
restructuring process we defined with our board in December.
This process includes strengthening our liquidity position,
working with our creditors to restructure our debt, and
identifying potential financial investors or strategic operators
that will acquire the company. ATTL is a unique
telecommunications asset with a strong and attractive customer
base. Not surprisingly, we have had significant interest from a
number of qualified investors, in addition to Southern Cross, a
couple of which have already delivered preliminary offers that
address both the equity and debt of the company," continued Mr.
Northland. Given the positive interest in the company, ATTL will
seek to retain an investment bank to manage the process and
determine the optimal investor for the company. ATTL expects to
announce in the next several days the investment-banking firm
that will lead these efforts.

"We believe that AT&T's decision to sell its equity stake has no
impact on our ability to service our customers. We provide
services to over 140,000 total customers, including 5,400
data/Internet business customers and approximately 800 multi-
national corporations," stated Mr. Northland. "We have invested
nearly $600 million in a state of the art network that enables
us to deliver high-quality services on an international basis."
AT&T Latin America was recently named the top telecommunications
firm in the region with regards to quality of service. "We have
every intention to maintain that honor and distinction,"
commented Mr. Northland.

Addressing the ultimate vision for ATTL, Mr. Northland stated,
"We are a leader in the Latin American market. Our current asset
base can support significant growth without major new
investment. Our goal is to seek a financial partner or strategic
operator that can build on ATTL's scalable network platform to
consolidate operations in Latin America and grow their business
with the premier companies in the region. We believe this
process is good news for our existing customers. Not only do we
intend to maintain the quality of service to which our customers
are accustomed, we intend to do so from a strong operating and
financial position."

As part of its ongoing restructuring efforts, AT&T Latin America
has successfully implemented actions designed to maximize its
cash flow, materially strengthen its continuing liquidity, and
upgrade customer support and profitability. "Recent and ongoing
measures to reduce our cost structure and cash requirements have
significantly enhanced our ability to fund our operations
without additional capital requirements," said Lawrence Young,
ATTL's Chief Financial Officer. "Through these measures, we have
materially reduced the previously announced funding gap. Our
objective is to be self- sufficient from a cash flow perspective
by June of this year."

Notwithstanding the improved liquidity outlook, however, the
Company also mentioned that it could still decide to file
petitions for reorganization in the U.S. and/or in one or more
of the countries in which it operates, to obtain relief from
creditors or to facilitate an orderly transfer or restructuring
of its business. The Company has held productive discussions
with major creditors in recent weeks and such discussions are
ongoing. "Our efforts are focused on maximizing value and
providing real choices for our constituents, while continuing to
serve our customers and build on the strong base we enjoy
today," stated Northland.


ATLANTIC EXPRESS: Section 341(a) Meeting Scheduled for Feb. 3
-------------------------------------------------------------
The United States Trustee for Region II will convene a meeting
of Atlantic Express Transportation Corp., and Metro Affiliates,
Inc., et al.'s creditors on February 3, 2003, at 2:00 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.

Atlantic Express filed for chapter 11 protection on August 16,
2002 (Bankr. Case No. 02-42560 (pcb) (Jointly Administered)) in
the U.S. Bankruptcy Court for the Southern District of New York.  
The Debtor, through dozens of operating subsidiaries, is one of
the largest providers of school bus transportation in the United
States, and also provides services to public transit systems for
physically and mentally challenged passengers, transportation
for pre-kindergarten children and Medicaid recipients, fixed  
route transit, and express commuter line and charter and tour
bus services. The debtor also sells school buses and commercial
vehicles. The debtor has a fleet of approximately 6,800 vehicles
operating from 73 facilities and provides bus sales from five
facilities.

Christopher R. Donoho III, Esq., at Stroock & Stroock & Lavan
LLP, represents Atlantic Express in its on-going restructuring.  
When the Company filed for bankruptcy, it disclosed $298,714,000
in assets and $257,015,000 in total debt.


ATLANTIC EXPRESS: Court Warns Creditors about Claim Purchasers
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York distributed a modified version of Official Form 9
warning creditors of Atlantic Express Transportation Corp.,
Metro Affiliates, Inc., et al. (Bankr. Case No. 02-42560 (pcb)
(Jointly Administered) that:

      Certain entities are in the business of purchasing
      claims held by creditors against a debtor for an amount
      that is less than the face amount of the claims.
      One or more of these entities may contact you and
      offer to purchase your claim against one or more of
      the Debtors.  Some of the written communication from
      these entities may be easily confused with official
      Court documentation or communications from the Debtors.
      These entities do not represent the Bankruptcy Court
      or the Debtors.  Therefore, you have no obligation to
      sell your claim to these entities.  In the event you
      do decide to sell your claim, any transfer of such
      claim is subject to Bankruptcy Rule 3001(e), and
      applicable provisions of the Bankruptcy Code and any
      applicable orders of the Bankruptcy Court.

The notice to creditors is dated January 2, 2003.  Nothing in
the papers filed with the Bankruptcy Court indicate at whose
behest -- the Debtors', Judge Beatty's (who authored the Revere
Copper & Brass anti-claim trading decision), the Clerk's, the
Committee's -- this language appeared in the notice.  

Atlantic Express filed for chapter 11 protection on August 16,
2002.  The Debtor, through dozens of operating subsidiaries, is
one of the largest providers of school bus transportation in the
United States, and also provides services to public transit
systems for physically and mentally challenged passengers,
transportation for pre-kindergarten children and Medicaid
recipients, fixed route transit, and express commuter line and
charter and tour bus services. The debtor also sells school
buses and commercial vehicles. The debtor has a fleet of
approximately 6,800 vehicles operating from 73 facilities and
provides bus sales from five facilities.

Christopher R. Donoho III, Esq., at Stroock & Stroock & Lavan
LLP, represents Atlantic Express in its on-going restructuring.  
When the Company filed for bankruptcy, it disclosed $298,714,000
in assets and $257,015,000 in total debt.


AVATEX CORP: Files Reorg. Plan & Disclosure Statement in Texas
--------------------------------------------------------------
Avatex Corporation and its debtor-affiliates filed their Joint
Plan of Reorganization and the accompanying Disclosure Statement
with the U.S. Bankruptcy Court for the Northern District of
Texas.  A full-text copy of the Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=030105231517

The Plan is a liquidating chapter 11 plan.  The Debtors do not
intend to continue to operate any business; instead, they will
liquidate their assets and distribute cash to their creditors.  
As soon as practicable, upon the Effective Date of the Plan,
cash will be distributed to certain classes of creditors and the
Debtors' assets will be transferred to a liquidating trust.

Under the Plan, Claims and Equity Interests are divided into 8
classes:

     Class Number Description        Estimated Amount of
                                     Allowed Claims
     ------------ ------------       -------------------
     N/A          Administrative     To be paid in the
                  Expense Claims     ordinary course ofx
                                     business

     Class 1      Priority Tax       Unknown
                  Claims

     Class 2      Priority Non-      $0
                  Tax Claims

     Class 3      Allowed Conve-     Est. at less than
                  nience Claims      $100,000; capped
                                     at $1,000,000

     Class 4      Allowed General    $5,500,000 per
                  Unsecured Claims   Debtors' Schedules;
                  against all        plus potential claims
                  Debtors except     of the Pension Benefit
                  NAC                Guaranty Corp and
                                     a holder of contractual
                                     indemnification claims

     Class 5      Allowed Bond-      $14,752,700
                  holder Claims

     Class 6      Allowed NAC Claim  $55,000 per NAC's
                                     Schedules; plus
                                     potential claims
                                     relating to alleged
                                     environmental damages

     Class 7      Stockholder        N/A
                  Equity Interests

     Class 8      Warrant Holder     N/A
                  Equity Interests  

Avatex Corporation, aka National Intergroup, Inc., aka FoxMeyer
Health Corporation is a holding company with a nearly 50% stake
in drugstore chain Phar-Mor, which has around 75 stores in about
25 states operating under such names as Phar-Mor, Pharmhouse,
and Rx Place.  The Debtors filed for chapter 11 petition on
December 11, 2002.  Patrick J. Neligan, Jr., Esq., at Neligan,
Tarpley, Andrews & Foley, LLP, represents the Debtors in their
restructuring efforts.  As of September 30, 2002, The Company
listed $14,758,000 in total assets and $23,318,000 in total
debts.


BCE INC: Appoints Three New Members to Board of Directors
---------------------------------------------------------
Bell Canada Enterprises' Board of Directors announced the
appointments of:

   * Andre Berard,
     Chairman of the Board of National Bank of Canada,

   * Edward C. Lumley,
     Vice Chairman of BMO Nesbitt Burns and Chairman of E.C.L.
     Associates Inc., and

   * Thomas C. O'Neill,
     former Chairman of PwC Consulting,

as Directors of the Company.

BCE also announced that J. Edward (Ted) Newall and Guy Saint-
Pierre will not stand for re-election as Directors of the
Company at BCE's next Annual Meeting of Shareholders, to be held
in May, 2003.  Mr. Newall is BCE's longest serving Director and
has served on the Board since May, 1989, while Mr. Saint-Pierre
has served since May, 1995.

"Mr. Newall and Mr. Saint-Pierre have served on BCE's Board with
distinction. We would like to thank both of them for their time
and dedication," said Richard J. Currie, Chairman of the Board.
"We also welcome Mr. Berard, Mr. Lumley and Mr. O'Neill. We are
extremely pleased that these three high caliber individuals have
accepted to join our Board. I am confident that their breadth of
experience, both in the private and public sectors and in their
respective communities, will contribute to maintaining the
highest standards of governance at BCE."

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

                           ANDRE BERARD

A career banker, Andre Berard is Chairman of the Board of
National Bank of Canada. Following various positions within
National Bank's branch network, which included Senior Vice-
President and General Manager, International, Senior Vice-
President and General Manager - Credit, Executive Vice-
President, National Accounts, and Senior Executive Vice-
President - Banking, he was made President and Chief Executive
Officer of National Bank in 1989 and Chairman of the Board in
1990.

Actively involved in the Canada/France Business Relations Club,
he also sits on the Advisory Committee to the Prime Minister on
the Business/Government Executive Exchange Program. He is a
member of the Policy Committee of the Business Council on
National Issues, the "Conseil des gouverneurs associes" of the
"Universite de Montr,al", the "Jeune Chambre de commerce de
Montreal" and the "Chambre de commerce du Quebec". From 1986 to
1989, Mr. Berard was Chairman of the Executive Council of the
Canadian Bankers Association.

Mr. Berard was made an Officer of the Order of Canada in 1995,
an officer of the 'Ordre national du Quebec' in 2000 and in 1996
he received the "Ordre de Saint Jean".  Mr. Berard was honoured
as a Great Montrealer in 1997. In addition, he has received two
honorary doctorates, one from the University of Ottawa in 1991
and one from the "Ecole des Hautes Etudes Commerciales", the
business school of the "Universite de Montr,al", in 1999.

Mr. Berard has chaired many fundraising campaigns over the
years, including the campaign for the Montreal Heart Institute
Research Fund.

               THE HONOURABLE EDWARD C. LUMLEY

The Honourable Edward C. Lumley is currently Vice Chairman of
BMO Nesbitt Burns and Chairman of E.C.L. Associates Inc. (a
management consulting company). Previously, from 1986 to 1991,
he served as Chairman of Noranda Manufacturing Group Inc.

Following a variety of management positions at Coca-Cola Ltd.,
Mr. Lumley was first elected in 1971 to public office as Mayor,
City of Cornwall and Chairman of the Board of Police
Commissioners. He was subsequently elected Member of Parliament
for Stormont-Dundas in 1974 and was re-elected in 1979 and 1980.
Mr. Lumley held various cabinet level positions in the federal
government from 1980 to 1984, including Minister of
International Trade, Minister of Industry, Trade, Commerce and
Regional Economic Development, Minister of Communications, and
Minister of Science and Technology.

During his tenure at the House of Commons, he was also
responsible to Parliament for numerous Crown Corporations,
Boards and Commissions, including The Canadian Broadcasting
Corporation, Canadair, De Havilland, The Canada Development
Investment Corporation, Federal Business Development Bank, and
Export Development Corporation.

Mr. Lumley has served on a number of Corporate and Advisory
Boards of Directors and is currently a member of the Boards of
Air Canada, Canadian National, Magna International, and Dollar-
Thrifty Automotive Group.

Mr. Lumley has a Bachelor of Commerce Degree from Assumption
University of Windsor.

                      THOMAS C. O'NEILL

Thomas C. O'Neill was Chairman of PwC Consulting from May 2002
to October 2002. From January 2002, he served as Chief Executive
Officer of PwC Consulting and from July 2000, as Chief Operating
Officer of the Pricewaterhouse Coopers LLP global organization.
Previously, and from July 1998, Mr. O'Neill held the position of
CEO of Pricewaterhouse Coopers LLP in Canada. Prior to the
global merger of Price Waterhouse and Coopers & Lybrand in July
1998, Mr. O'Neill was Chairman and CEO of Price Waterhouse
Canada.

A bilingual native of Quebec City, Mr. O'Neill joined the audit
staff of Price Waterhouse, Toronto, in 1967 upon graduation from
Queen's University. He received his CA designation in 1970 and
was awarded the FCA designation in 1988.

Throughout his career, he has been his firm's client service
partner for a number of large, multinational companies,
specializing in those publicly listed in both Canada and the
United States. In that capacity, he worked closely with the
Audit Committees and Board members of these companies.

He is a past member of the Advisory Council of the Queen's
University School of Business and is currently Vice-Chair of the
Board of Governors of Queen's University. He is also past
President and Director of the Stratford Shakespearean Festival.

As of September 30, 2002, BCE reported a working capital deficit
of about $247 million.


BUCKEYE TECHNOLOGIES: Sets Q2 2003 Conference Call for Jan. 22
--------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI), has scheduled a conference
call for Wednesday, January 22, 2003 at 9:00 a.m. Central.

Management participating on the call will include:

     Robert E. Cannon,   Chief Executive Officer
     David B. Ferraro,   President and Chief Operating Officer
     Gayle L. Powelson,  Senior Vice President and Chief
                         Financial Officer
     Gordon B. Mitchell, Investor Relations Manager

All interested parties are invited to listen to the audio
conference call live or tape delayed via the Web site
http://www.streetevents.comor via the Company's Web site  
homepage at http://www.bkitech.com The replay will be archived  
on these websites through February 21, 2003.

In addition, persons interested in listening by telephone may
dial in at (888) 857-6929 within the United States.
International callers should dial (719) 457-2600. Participants
should call no later than 8:45 a.m. CT.

To listen to the telephone replay of the conference call, dial
(888) 203-1112 or (719) 457-0820. The passcode is 433431. The
telephone replay will be available until midnight January 25,
2003.

A press release will be issued via Business Wire after the
market closes on January 21.

                         *    *    *

As previously reported, Standard & Poor's lowered its ratings on
Buckeye Technologies Inc, with negative outlook.

                       Ratings Lowered

                                               Ratings
    Buckeye Technologies Inc.        To                   From
       Corporate credit rating       BB                    BB+
       Subordinated debt rating      B+                    BB-

The downgrade reflects Standard & Poor's expectation that debt
will remain elevated over the intermediate term, which will
likely prevent Buckeye from restoring financial flexibility to a
level appropriate for the previous rating. Capital expenditures
should decline substantially now that construction of the
company's new $100 million airlaid nonwovens machine is
complete. However, weak markets, machine ramp-up costs, and
heightened competitive pressures, are likely to dampen near-term
earnings and impede free cash flow generation.

The ratings reflect Buckeye's below-average business profile,
with leading positions in niche pulp markets, and its aggressive
financial profile.


BUDGET GROUP: Secures Nod to Make Loans to Foreign Subsidiaries
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
authorize Budget Group Inc. to:

  A. loan funds and make equity contributions to Budget Rent a
     Car International, Inc.:

     -- to allow Budget Rent A Car International to make equity
        contributions to Budget Deutschland GmBH, Autovermietung
        Wetfehling GmBH, and Autohansa Autovermietung E Seubert
        GmBH -- Budget Germany; Budget France SA or any other
        BRACII debtor or non-debtor foreign subsidiary; and

     -- for use in BRACII's business, or

  B. make direct equity contributions to Budget Germany, Budget
     France and any other the Foreign Subsidiary.

Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that these loan and
equity contributions may be necessary to avoid the likely
liquidation of Budget Germany and Budget France under German and
French insolvency laws and to preserve the value in the Foreign
Subsidiaries.

According to Mr. Lunn, the Debtors' car rental business outside
of North America is operated through BRACII, a wholly owned
subsidiary of debtor Budget Rent a Car Corporation, and its
debtor and non-debtor subsidiaries, including Budget Germany and
Budget France.  BRACII, directly and through the Foreign
Subsidiaries, operates and is the franchisor of locations in
Europe, the Middle East, and Africa, as well as the Caribbean,
Latin America, Asia and the Pacific Rim.  BRACII's operations in
Europe, the Middle East and Africa consist of corporate and
franchise locations in 60 countries.

Mr. Lunn tells the Court that that there is significant
interdependence between the major European travel markets.
Although the Debtors' European franchisees operate as
independent business units, they are joined together by the
Budget trademarks and a substantially common operating agreement
that set forth standards of operation, signage and other terms
that give the appearance of one cohesive unit throughout Europe.  
The ability to both exchange reservations among European
countries and regions and to provide a consistent standard of
operation, regardless of location, are key to developing market
share and franchisee support.  In the Debtors' judgment,
maintenance of a comprehensive European network is essential to
the preservation of franchisee loyalty and the consequent
franchisee royalty income stream.

Mr. Lunn reminds the Court that on November 22, 2002, the
Debtors closed the sale of certain of their assets to Cherokee
Acquisition Corporation based on the Asset and Stock Purchase
Agreement, dated August 22, 2002, by and among the Debtors,
Cendant Corporation and Cherokee.  The Purchase Agreement
provided for Cherokee to acquire substantially all of the
Debtors' car and truck assets in the United States, Canada, the
Caribbean, Latin America and the Asia-Pacific Region, as well as
the stock of non-debtor subsidiaries.  The Debtors' operations
in Europe, the Middle East and Africa were not sold to Cherokee
under the Purchase Agreement and therefore remain the property
of the Debtors' estates.

Mr. Lunn relates that the Debtors and the Committee are
currently negotiating with Verwaltung Dovenhof Leasing AG, a
wholly owned subsidiary of NL Nordleas AG, for Verwaltung to
become the master franchisee for Germany.  Although all parties
are optimistic of reaching a final agreement with Nordleas, the
Debtors must be in a position to continue providing funds to
Budget Germany as required in the event the transaction with
NordLeas is further delayed or does not occur.

Mr. Lunn reminds the Court that on July 25, 2002, Budget France
was forced into receivership under the French insolvency law,
and the Maitre Gilles Baronnie was appointed as its Receiver.  
Since then, the Debtors and the Committee have been working with
the Receiver to find a solution to Budget France's financial
problems.  The cash generated by Budget France's operations is
insufficient to cover the costs incurred by the Receiver and
without a cash infusion, the Receiver may be required to
liquidate Budget France.

The Court has already approved the infusion of approximately
$3,400,000 into Budget Germany and Budget France.  The Debtors
have funded all but $500,000 of the $3,400,000 and anticipate
funding the remaining $500,000 to Budget France and an
additional $600,000 to Budget Germany.

Mr. Lunn asserts that it is crucial to the maximization of the
value of the Retained Business that the Debtors have the ability
to fund BRACII and the Foreign Subsidiaries.  BRACII, along with
maintaining corporate locations throughout Europe, provides
certain infrastructure and other support to the Foreign
Subsidiaries and the various franchisees.  BRACII's continued
viability is critical to support the integrity of the franchise
and corporate network and therefore the value of the Budget
trademarks throughout Europe.

Mr. Lunn notes that there is a substantial risk that BRACII and
certain of the Foreign Subsidiaries will liquidate, as they are
not generating sufficient cash to fund their expenses.  Given
that a substantial portion of the value in the Retained Business
derives from the strength of the Budget trademarks and the
rental car system throughout all of Europe, allowing BRACII or
even one Foreign Subsidiary to liquidate could significantly
impair the value of the Retained Business.

                       *     *     *

Judge Walrath authorizes the Debtors to loan funds and make
equity contributions to Budget International on an interim basis
up to $1,200,000.

However, the Committee's consent will be required for any funds
transferred by the Debtors pursuant to this motion.  To the
extent the Debtors are unable to obtain the Committee's consent,
the Debtors will be entitled to seek emergency relief after
notice to Committee's counsel not less than 3 business days
prior to any hearing. (Budget Group Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CALPINE CORP: Inks Long-Term California Power Sales Agreement
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN), the nation's leading
independent power company and largest producer of renewable
geothermal energy, recently entered into power purchase and
sales agreements with the Pacific Gas and Electric Company and
the State of California Department of Water Resources. The
agreements call for the delivery of 110 megawatts of on-peak and
up to 55 megawatts of off-peak geothermal power. Energy
deliveries began January 1, 2003. The five-year agreement with
PG&E was entered into pursuant to a joint contracting effort
with DWR. Calpine expects the contract to generate annual
revenue of approximately $40 million.

"This new five-year agreement allows Calpine to further enhance
our long-term contract portfolio, while at the same time
providing an important renewable energy resource for
California," said Calpine's Curt Hildebrand, Vice President,
Sales & Marketing.

"Our focus on committing the majority of our generation under
long-term contracts and our ability to meet our customers' long-
term energy requirements continues to establish Calpine as the
premier supplier in the power industry," continued Hildebrand.  
"Calpine's portfolio of long-term contracts provides a
predictable cash flow for the company and competitive, reliable
energy products for our customers. While the industry has
witnessed severe volatility in market prices for electricity,
Calpine's and our customer's exposure has been mitigated by our
volume of long-term contracts backed by our highly efficient
fleet of clean, low-cost generating assets."

Additionally, as Calpine has added new generating capacity over
the past year, the company has entered into new long-term
contracts with load-serving and industrial customers throughout
the United States, totaling nearly 4,000 megawatts of power
sales.  The company is currently in negotiations with other
load-serving entities for up to 5,000 megawatts of additional
long-term power sales that will serve to further hedge Calpine's
exposure to future fluctuations in the market.

Power delivered under these agreements will originate from
Calpine's Big Geysers and Grant facilities at The Geysers
located in Northern California. Per a recent California Public
Utility Commission decision, California's utilities are expected
to meet 20 percent of their load through the purchase of
renewable power by 2017. To date, geothermal resources are the
leading in-state renewable generating technology capable of
meeting the utilities' immediate supply needs. The CPUC approved
the PG&E agreement on December 19, 2002.

Calpine's ownership in power generation began with the purchase
of a five percent interest in a 20-megawatt facility at The
Geysers in 1989. Calpine currently owns 19 of the 21 operating
facilities at The Geysers and, as a result, is the world's
largest producer of electricity derived from geothermal
resources. Further, recognizing the importance of The Geysers,
Calpine is expanding and extending this valuable renewable
resource through wastewater recharge projects whereby clean
reclaimed wastewater from local municipalities is recycled into
the geothermal reservoir where it is converted into steam for
electricity production. This "win-win" situation provides an
environmentally sound wastewater discharge solution for
neighboring cities while increasing the productivity and
extending the life of the geothermal resource.

Based in San Jose, Calif., Calpine Corporation is a leading
independent power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired and geothermal power generation. It generates
and markets power through plants it owns, operates, leases, and
develops in 23 states in the United States, three provinces in
Canada and in the United Kingdom. Calpine also owns
approximately 1.0 trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States. The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN. For more information
about Calpine, visit its Web site at http://www.calpine.com
    
As reported in Troubled Company Reporter's December 11, 2002
edition, Calpine Corp.'s senior unsecured debt rating was
downgraded to 'B+' from 'BB' by Fitch Ratings. In addition,
CPN's outstanding convertible trust preferred securities and
High TIDES are lowered to 'B-' from 'B'. The Rating Outlook is
Stable. Approximately $9.3 billion of securities are affected.

The rating action follows a review of CPN's recently reported
financial results and Fitch's revised view of power market
prices across various U.S. regional markets. The downgrades
reflect CPN's high debt leverage and the expectation that
leverage and credit measures will remain under pressure due to
continued weakness in the U.S. wholesale power market. In
addition, the revised rating levels reflect a lower assessment
of the residual value of assets available to unsecured creditors
after giving affect to the senior secured liens for the benefit
of banks participating in CPN's $2 billion secured credit
facilities and lenders under CPN's $3.5 billion non-recourse
secured construction financings. Security currently pledged to
banks include a first priority interest in CPN's U.S. natural
gas reserves as well as equity interests in various subsidiaries
holding CPN's generating facilities.

DebtTraders reports that Calpine Corp.'s 10.50% bonds due 2006
(CPN06USR2) are trading at about 55 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CCC GLOBALCOM: Restructures Loan Agreement with Primary Lender
--------------------------------------------------------------
CCC GlobalCom Corporation (OTCBB:CCGC), an emerging provider of
high-value telecommunications solutions, signed a restructured
loan agreement for its wholly owned subsidiary (Ciera Network
Systems) with RFC Capital Corporation, a subsidiary of Textron
Financial.

The restructured loan agreement combines two existing $10
million loan facilities, provides for the reclassification of a
major portion of the obligation to long-term debt, redefines the
repayment terms, allows for a working capital facility, removes
most of the negative loan covenants, and as a result, the
company is now in compliance with its primary lender.

Paul E. Licata, chief executive officer of CCC GlobalCom
Corporation, stated, "We are pleased with the terms of the loan
and believe this is a first step in enhancing our balance sheet
and removing most of the negative loan covenants found in the
previous loans. This action should allow us to go forward with
our business plan designed to provide significant growth and
increased revenue. The company will continue its focus on
reducing carrier cost and general and administrative expenses.
We believe the focus on these fundamentals will position the
company for long term growth and increased market share."

CCC GlobalCom Corporation is an Integrated Communications
Provider headquartered in Houston. CCC GlobalCom Corporation
offers a full range of communications services to commercial and
residential customers while providing a single point of contact
through bundled billing services. CCC GlobalCom Corporation
provides local, long distance, high-speed data, Internet,
paging, and other enhanced communications services in the United
States. In addition, CCC GlobalCom Corporation has franchise
operations in Colombia - South America.

CCC GlobalCom Corporation is actively seeking opportunities to
acquire existing telecommunication service providers, customer
bases and major telecommunication switching equipment to be
deployed in its target markets. For additional information on
CCC GlobalCom Corporation, visit http://www.cccglobalcom.com

At September 30, 2002, CCC Globalcom's balance sheet shows a
working capital deficit of about $31 million, and a total
shareholders' equity deficit of about $27 million.


CONSECO INC: CFC Secures Nod to Continue Insurance Arrangements
---------------------------------------------------------------
The Conseco Finance Debtors seek Judge Doyle's permission to
continue to:

    (1) service their non-debtor insurance agencies' portfolios;

    (2) remit insurance premium payments to insurance companies;

    (3) perform contractual obligations under Trust Agreements;
        and

    (4) authorize and direct financial institutions to honor and
        process checks and transfers related to the claims.

The CFC Debtors' insurance agency subsidiaries, who are not
debtors in these cases, broker a range of insurance policies,
including homeowners, life, disability and mortgage insurance.
Extended warranty products are sold to customers in connection
with loans made in the CFC Debtors' Manufactured Housing, Home
Equity/Home Improvement and Consumer Finance divisions.  Various
third party insurance companies who have no affiliation with the
Debtors provide the Insurance Products.  The CFC Debtors'
Insurance Agency Subsidiaries are not insurance companies.  They
rely on specialized insurance products to provide their
customers with a broad range of insurance options in connection
with the loans that the CFC Debtors originate.

The Insurance Agency Subsidiaries are authorized by the
Insurance Companies to receive and accept proposals for
coverage, charge policy premiums, collect and receive premiums,
receive commissions and receive insurance proceeds for
application to customer loan accounts or for delivery to insured
customers.

CFC acts as a servicer to its Insurance Agency Subsidiaries by
billing and collecting customer insurance premiums that are
forwarded to the Insurance Companies.  The insurance premiums
are billed by CFC as a line item on monthly invoices on
underlying loans serviced by CFC.  The CFC Debtors then receive
the customer's payment for interest and principal on the
underlying loan and on the insurance premium.  The payment is
processed through CFC's servicing systems.  CFC remits the
customer premiums, less commissions, to the Agencies.

CFC Debtors have direct contractual relationships with Insurance
Companies.  They allow the CFC Debtors to collect and remit
insurance premiums on policies that insure against loss to the
collateral that secures loans made by CFC Debtors.  The CFC
Debtors receive a fee for this service that is "quite
lucrative." The CFC Debtors have entered into Trust Agreements
with groups of insurance companies.  Under the Trust Agreements,
CFC must deposit insurance premiums into designated accounts on
a weekly basis.  Default triggers the contractual right of the
insurance companies to move the collection process to their own
billing systems.  This would likely result in the termination of
all contracts and a total loss of income to the CFC Debtors.  As
of the Petition Date, consistent with historical monthly
figures, the CFC Debtors estimate that there will be
approximately $10,000,000 owed to the Insurance Companies.

Under its servicing obligations, the CFC Debtors forward
insurance proceeds like claims, payments and return premiums
directly to customers on insurance claims.  The CFC Debtors
forward approximately $3,000,000 monthly to customers.

The CFC Debtors tell the Court that its relationships with
Insurance Companies are extremely lucrative.  The CFC Debtors
receive approximately $60,000,000 annually in commissions and
fees for their services.  Moreover, CFC's supporting role as
servicer is critical to the viability of its non-debtor
Insurance Agency Subsidiaries.

                         *     *     *

Convinced, Judge Doyle approves the CFC Debtors' request.
(Conseco Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


COVANTA ENERGY: Obtains Go-Signal for Team Financing Transaction
----------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
Court approval of a Team Financing Transaction pursuant to
Section 363 of the Bankruptcy Code.

Judge Blackshear authorizes the Debtors to pay to the DIP
Lenders a fee not to exceed 0.300% of the sum of the Tranche A
Loan Exposure and Tranche B Loan Exposure of the Lenders who
consent to the Debtors' participation in the Team Financing
Transaction by execution and delivery to the Debtors' counsel of
their signature to the Fifth Amendment to the DIP Agreement.

                         *     *     *

In 1994, Ogden Palladium Services (Canada) Inc., a non-debtor
subsidiary of Covanta Energy Corporation, entered into a 30-year
contract with Palladium Corporation, the owner of a 19,000 seat
multipurpose indoor arena in Ottawa, Ontario, Canada to provide
complete facility management and concession services at the
Arena.

As part of the project, Palladium entered into a 30-year license
agreement with the Ottawa Senators Hockey Club Corporation, the
owner of the Ottawa Senators hockey team and the Manager, to
which the Team would play all of its home games at the Arena.

Under the terms of the Management Agreement, the Manager agreed
among other things:

  (a) that the Arena, under its management, would generate a
      certain minimum amount of revenues;

  (b) to advance funds, if necessary, to Palladium to assist in
      refinancing senior secured debt incurred in connection
      with the construction of the Arena; and

  (c) to make certain contributions to the working capital
      needs of OSHC.

Covanta has guaranteed the Manager's obligations, as well as
portions of the principal and interest of OSHC's senior term
bank debt.  Moreover, in 1997, Covanta, in compliance with the
guarantees, engaged in various transactions to refinance
Palladium's senior secured debt, as well as other debt of
Palladium resulting from, among other things, interest accrued
on previous loans and advances to fund increased construction
costs. In January 1999, Covanta also made certain subordinated
loans to OSHC as part of a refinancing of the Team.

In the recent years, the Team has experienced financial
difficulties as a result of, among other things, low attendance
rates, weak sales of season tickets, devaluation of the Canadian
dollar and a downturn in the private sector of the local
economy. The Team has sought financing from various sources,
including the National Hockey League, certain banking
institutions and Covanta in order to fund its operations and
obligations to the Arena under the Licensing Agreement and other
related agreements.

Covanta has made these loans to OSHC:

  (a) CND$7,000,000 under a revolving facility pursuant to the
      Senior Lenders Credit Agreement executed in January 1999;

  (b) CND$30,000,000 pursuant to a Subordinated Loan Agreement
      executed in January 1999; and

  (c) CND$12,300,000 pursuant to an Additional Loan Agreement
      executed in September 1999.

The Covanta Loans are secured by substantially all the Team's
assets, including the NHL Franchise, but are junior to:

  (a) a CND$14,300,000 loan by the NHL;

  (b) CND$60,000,000 senior bank term loans by the Canadian
      Imperial Bank of Commerce and Fleet Bank; and

  (c) CND$5,000,000 of a revolving facility, by Aramark
      Entertainment Services (Canada) Inc.  This loan
      substituted a prior revolving facility by Fleet Bank.

To date, the Team continues to experience financing
difficulties, including shortfalls on its cash flow and
operational funds.  To address these financial difficulties,
and the Team's need for new capital, OSHC's majority
shareholder, Roderick M. Bryden, Norforl Capital Partners and
other related interested parties propose to arrange a financing
transaction, which, when completed with the consent of OSCH's
secured lenders, including Covanta, would generate proceeds to
the Team of approximately CND$42,000,000.

The proposed Team Financing Transaction is structured pursuant
to a tax ruling by the Canadian Customs and Revenue Agency,
which contemplates an indirect investment in the Team by certain
Canadian investors.  In particular, the Team Financing
Transaction calls for the creation of a new limited partnership
-- Offering Partnership -- which will issue certain Class A
Units in exchange for CND$234,600,000 from the  investors. In
addition, the Offering Partnership would also grant to a Bryden-
controlled subsidiary an option to purchase certain Class B
Units after the closing.

It is anticipated that CND$192,600 of the investment in the
Class A Units would be indirectly financed by a "daylight" loan
from a Canadian financial institution.  Investors would pay all
remaining amounts from their own funds.

The Offering Partnership would then use the proceeds from the
Class A Units to purchase all of the units of another limited
partnership.  The Operating Partnership would use the proceeds
it receives from the issuance of limited partnership units to
the Offering Partnership to satisfy its obligations under a
prior promissory note payable to OSHC and to consummate the
purchase of the Team and all its related assets, subject to the
consent of OSHC's stakeholders. The Team Financing Transaction
would generate proceeds of approximately $42,000,000 to the
Team.

Further, as part of the Team Financing Transaction, a Bryden
holding company, Bryden Finance Corporation, would assume OSHC's
obligations under the Covanta Loans, the Aramark Loan and other
junior debt.  Part of the NHL Loan and the Senior Bank Term Loan
would be guaranteed by the Operating Partnership, which would
become the new owner of the Team at closing.  These loans would
be secured by the Team and its related assets.  Thus, at
closing, the Covanta Loans would no longer be secured by the
Team and its related assets. (Covanta Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


DAYTON: S&P Cuts Ratings Following Recovery Prospects Assessment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior secured
bank loan rating on construction materials manufacturer Dayton
Superior Corp.'s $202 million bank credit facility to 'B+' from
'BB-' following a reassessment of recovery prospects.

Standard & Poor's said that it has affirmed all other ratings on
the Dayton, Ohio-based company, including its 'B+' corporate
credit rating. The outlook remains negative.

Standard & Poor's said that it reassessed recovery prospects
following a deeper than expected downturn in commercial
construction markets and a gradual increase in the amount of the
company's secured debt during the past few years. "Although
Standard & Poor's believes there is a strong possibility of
substantial recovery of principal in the event of default or
bankruptcy, its level of confidence in full recovery is not
sufficient to warrant the bank loan rating being one notch
higher than the corporate credit rating", said Standard & Poor's
credit analyst Pamela Rice. She added, "Standard & Poor's
recognizes the company's leading shares in niche construction
markets and substantial cost reduction efforts. However, the
value of the collateral, including accounts receivable,
inventory, property, plant, and equipment under a distressed
scenario may not fully cover the amount of secured debt".

Standard & Poor's said that its ratings reflect Dayton
Superior's leading positions in niche construction products
markets and its favorable cost structure, offset by industry
cyclicality and very aggressive financial policies.


DICE INC: Will Commence Trading on Nasdaq SmallCap Market Today
---------------------------------------------------------------
Dice Inc. (Nasdaq: DICE), the leading provider of online
recruiting services for technology professionals, received on
January 6, 2003, a Nasdaq Listing Qualifications Panel
Determination that effective at the open of business today,
January 9, 2003, its common stock will be listed on The Nasdaq
SmallCap Market via an exception from the minimum bid price
requirement and the minimum shareholders' equity requirement for
continued listing set forth in Marketplace Rules 4310(C)(4) and
4310(C)(2).

Dice Inc., was granted a temporary exception from these
standards subject to the Company meeting certain conditions by
January 31, 2003 and others by March 28, 2003. The exception
will expire on March 28, 2003. In the event the Company is
deemed to have met the terms of the exception, it shall continue
to be listed on The Nasdaq SmallCap Market. The Company will
endeavor to meet these conditions; however, there can be no
assurance that it will do so. If at some future date the
Company's securities should cease to be listed on The Nasdaq
SmallCap Market, they may continue to be listed in the OTC-
Bulletin Board. For the duration of the exception, the Company's
Nasdaq symbol will be DICEC.

On October 8, 2002 and November 13, 2002, respectively, the
Company received Nasdaq Staff Determinations that it had failed
to meet the $3.00 minimum bid price requirement and the $15
million market value of publicly held shares requirement for
continued listing on The Nasdaq National Market set forth in
Marketplace Rules 4450(b)(4) and 4450(b)(3) and that its common
stock was therefore subject to delisting. On October 14, 2002,
the Company requested a hearing before a Nasdaq Listing
Qualifications Panel which stayed the delisting until the
Panel's Determination. The hearing was held on November 21,
2002.

Dice Inc. (Nasdaq: DICE) -- http://about.dice.com-- is the  
leading provider of online recruiting services for technology
professionals. Dice Inc. provides services to hire, train and
retain technology professionals through dice.com, the leading
online technology-focused job board, as ranked by Media Metrix
and IDC, and MeasureUp, a leading provider of assessment and
preparation products for technology professional certifications.
Visit http://about.dice.comfor more information on the Company.  

At Sept. 30, 2002, Dice Inc.'s balance sheet shows a total
shareholders' equity deficit of about $37 million.


DIGITAL FUSION: Prepares Prospectus for 1-Mill. Share Offering
--------------------------------------------------------------
Digital Fusion has prepared a prospectus relating to the public
offering, which is not being underwritten, of 1,026,153 shares
of its common stock of which 951,153 shares are being registered
for issuance upon conversion of a convertible note and the
remaining 75,000 shares are being registered for issuance upon
exercise of a common stock purchase warrant. The Company is
registering the shares of common stock underlying the
convertible note and warrant pursuant to certain registration
rights granted to the holder, Laurus Master Fund, Ltd, a Cayman
Islands company.

Digital Fusion's common stock is traded under the symbol "DIGF"
on the NASDAQ SmallCap Market. The common stock traded at $0.36
as of January 3, 2003.

                         *      *      *

As previously reported, IBS Interactive incurred losses of
$11,412,000 and $18,062,000 in 2001 and 2000, respectively and
cash flow deficiencies from operations of $513,000 and
$6,837,000 in 2001 and 2000, respectively. The losses and cash
flow deficiencies in 2000 and prior years caused the Company to
receive an unqualified opinion with an explanatory paragraph for
a going concern in its December 31, 2000 consolidated financial
statements.  During late 2000 and early 2001, the Company
restructured its operations.  This included selling or shutting
down unprofitable business units/division, streamlining its
continuing business units and settling its debts associated
with business units/division that were shut down or sold.


DILMUN CAPITAL II: S&P Hatchets Mezzanine Notes Rating to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
mezzanine class notes issued by Dilmun Capital II Ltd., (co-
issued by Dilmun Capital II Corp.) and removed it from
CreditWatch with negative implications, where they were placed
on November 21, 2002. At the same time, the 'AAA' rating on the
senior class notes is affirmed, based on a financial guarantee
insurance policy issued by MBIA Insurance Corp.

The lowered rating reflects factors that have negatively
affected the credit enhancement available to support the notes
since the rating was raised on April 9, 2001. These factors
include continuing par erosion of the collateral pool securing
the rated notes and a negative migration in the credit quality
of the performing assets in the pool.

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered
since the last rating action was undertaken. As of the most
recent available monthly trustee report (November 29, 2002), the
mezzanine class overcollateralization ratio was at 103.64%
versus the minimum required ratio of 105.1% and a ratio of
112.86% at the time of the April 2001 rating action. The senior
class overcollateralization ratio was at 108.69 % versus the
minimum required ratio of 109.60% and a ratio of 118.36% at the
time of the April 2001 rating action. The breach in
overcollateralization ratio also caused the paydown of senior
notes during the most recent payment on December 22, 2002, and
has resulted in the mezzanine notes capitalizing their interest
for the period.

In addition, the credit quality of the collateral pool has  
deteriorated since the previous rating action. Standard & Poor's
Trading Model Test, a measure of the ability of the credit
quality in the portfolio to support the rating on a given
tranche, is out of compliance.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction and used to determine its ability to withstand
various levels of default. When the stressed performance of the
transaction was compared to the projected default performance of
the current collateral pool, Standard & Poor's found that the
projected performance of the mezzanine notes, given the current
quality of the collateral pool, was not consistent with the
prior rating. Consequently, Standard & Poor's has lowered its
rating on these notes to the new level. Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the rating assigned to the mezzanine class notes continue
to reflect the credit enhancement available to support the
notes.
   
      Rating Lowered and Removed from Creditwatch Negative
   
                   Dilmun Capital II Ltd.
   
                    Rating
Class             To       From             Balance (Mil. $)
Mezzanine Nts     BB-      BBB+/Watch Neg   10.55
   
                      Rating Affirmed
   
                   Dilmun Capital II Ltd.
   
        Class             Rating   Balance (Mil. $)
        Senior Nts        AAA      201.72


DYNEGY INC: Will Repay $100 Million of Bank Debt by Month-End
-------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) announced its liquidity position as of
Dec. 31, 2002 and 2003 guidance for earnings per share, earnings
before interest and taxes and operating cash flow for its
generation, natural gas liquids and regulated energy delivery
segments:

     --  As of Dec. 31, Dynegy's liquidity was $1.47 billion.
         This consisted of $915 million in cash, including $137
         million in escrow relating to the Illinois Power bond
         offering, $1.4 billion in bank lines and $258 million
         of remaining highly liquid inventories, less $228
         million of draws against bank lines and $878 million in
         letters of credit posted for collateral relating
         principally to third-party aspects of the company's
         marketing and trading business;  

     --  In addition to maintaining a $1.47 billion liquidity
         position during the fourth quarter, the company reduced
         its bank exposure and debt by approximately $850
         million and will re-pay an additional $100 million
         later this month;  

     --  Earnings per share is estimated to be $0.08 to $0.15 in
         2003;
  
     --  Earnings before interest and taxes is estimated to be
         $465 to $500 million in 2003; and  

     --  Operating cash flow, including working capital changes,
         is estimated to be $1.2 to $1.3 billion in 2003. This
         consists of $635 to $665 million from the three
         operating segments and $595 to $600 million from risk
         management roll-off and the return of cash collateral,
         less corporate-level general and administrative,
         interest and other cash expenses.  

In addition to the results for the operating segments, guidance
estimates include certain corporate-level general and
administrative, depreciation, interest and other expenses.
Guidance estimates exclude the results associated with the
businesses that the company is currently exiting -
communications and third-party marketing and trading, including
tolling contracts - and any costs required to execute these
exits, except in the case of operating cash flow, which reflects
the benefits of the risk management roll-off and the return of
cash collateral.

The earnings per share estimate of $0.08 to $0.15 in 2003
equates to net income of $31 to $54 million. The earnings before
interest and taxes estimate of $465 million reconciles to the
low end of the net income range with interest expense estimated
to be $417 million and taxes estimated to be $17 million.

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids and regulated energy delivery.
Through these business units, the company serves customers by
delivering value-added solutions to meet their energy needs.
    
                        *     *     *

As previously reported, Dynegy Holdings Inc.'s senior unsecured
debt rating was downgraded to 'BB+' from 'BBB' by Fitch Ratings.
In addition, Fitch downgraded Dynegy Inc.'s indicative senior
unsecured debt to 'BB+' from 'BBB-'. The short-term ratings for
DYNH and DYN' have been lowered to 'B' from 'F3'. The ratings
for DYN and DYNH remain on Rating Watch Negative where they were
originally placed on Nov. 9, 2001. In addition, ratings for
affiliated companies, Illinois Power Co., and Illinova Corp.,
have been lowered and remain on Rating Watch Negative.

Dynegy Holdings Inc.'s 8.75% bonds due 2012 (DYN12USR1) are
trading at about 35 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for  
real-time bond pricing.


EL PASO ENERGY: Will Publish Fourth Quarter Results on Jan. 29
--------------------------------------------------------------
El Paso Energy Partners, L.P., (NYSE: EPN) will release its
fourth quarter 2002 earnings results before the market opens on
Wednesday, January 29, 2003.  A conference call to discuss the
fourth quarter results will follow at 10:30 a.m. eastern time,
9:30 a.m. central time, on January 29.  To participate, please
dial 973.935.8506 ten minutes prior to the call.  A live web
cast of the call will also be available online through our web
site at http://www.elpasopartners.com/in the For Investors  
section.

An audio replay of the call will be available through
February 5, 2003. The telephone number for the replay is
973.341.3080 (access code 3680978). The conference call replay
will also be available online through the Company's Web site in
the For Investors section.

For questions regarding this procedure, please contact Carrie
Harrell at 832.676.3610.

El Paso Energy Partners, L.P., is one of the largest publicly
traded master limited partnerships with interests in a
diversified set of midstream assets, including onshore and
offshore natural gas and oil pipelines; offshore production
platforms; natural gas storage and processing facilities, and
natural gas liquids fractionation, transportation, storage and
terminal assets.  Visit El Paso Energy Partners on the Web at
http://www.elpasopartners.com

As reported in Troubled Company Reporter's December 5, 2002
edition, Standard & Poor's placed its 'BB+' corporate credit
rating on oil and natural gas services company El Paso Energy
Partners L.P., on CreditWatch with negative implications based
on the recent downgrade of its general partner, El Paso Corp.
(BB/Watch Neg/--).

Houston, Texas-based EPN has about $1.8 billion in outstanding
debt.

"The CreditWatch listing for EPN reflects the greater
uncertainties surrounding the credit profile of its general
partner. El Paso's involvement as the general partner with a 42%
stake in EPN influences the partnership's credit profile in
several ways and effectively tethers the ratings of the two
entities," said Standard & Poor's credit analyst Todd Shipman.


EMAGIN CORP: Completes 2 Long-Term Consumer Purchase Agreements
---------------------------------------------------------------
eMagin Corporation (Amex: EMA), the leading developer of active
matrix organic light emitting diode (OLED) microdisplay
technology, disclosed the recent completion of two long term
consumer purchase agreements.

The Agreements, with two Asian OEM customers who will be
identified upon their own consumer product launch, represent
orders for approximately $20 million of eMagin's SVGA
microdisplays and optics. Under the terms of the agreements,
increased shipments are scheduled for the second half of 2003
and during 2004. With the completion of these agreements,
eMagin's total purchase agreement backlog for SVGA displays
rises to over $30 million.

The customers with whom eMagin has completed these latest
agreements intend to use eMagin's SVGA-3D OLED-on-silicon
display with built in stereovision for consumer head-mounted
displays to be produced by the customers for game and PC headset
imaging applications.

"We are pleased to be supplying these companies as they prepare
to launch their new consumer products," said Gary Jones, CEO and
President of eMagin. "Each customer has created unique HMD
system designs. It is exciting to see this market starting to
take shape and the creativity exhibited by the customers.
However, even as customers are exhibiting considerable demand,
we are still faced with the challenges of working to resolve the
eMagin's current cash crunch and debt restructuring soon to
enable continued operations and to accommodate the lead-time
required for purchasing supplies needed prior to manufacturing
much larger quantities of displays."

eMagin, the first company worldwide to commercialize active
matrix OLED-on-silicon microdisplays, is currently providing
full color SVGA+ resolution microdisplays with 1.53 million
picture elements and stereovision-capable SVGA-3D microdisplays
with 1.44 million picture elements. OLED microdisplays offer a
number of advantages over current liquid crystal microdisplays,
including increased brightness, lower power consumption, less
weight, faster response time, and angular emission
characteristics more suitable for optical systems offering wide
fields of view.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, OLED microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. eMagin provides near-eye
microdisplays which can be incorporated in products such as
viewfinders, digital cameras, video cameras and personal viewers
for cell phones as well as headset-application platforms which
include mobile devices such as notebook and sub-notebook
computers, wearable computers, portable DVD systems, games and
other entertainment. eMagin's corporate headquarters and
microdisplay operations are co-located with IBM on its Hudson
Valley campus in East Fishkill, N.Y. Wearable and mobile
computer headset/viewer system design and full-custom
microdisplay system facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA.

eMagin's September 30, 2002 balance sheet shows a net capital
deficit of about $11 million.


ENCOMPASS SERVICES: Honoring Up to $3.5 Mill. of Tax Obligations
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates
obtained Judge Greendyke's permission to pay any prepetition
sales and use tax obligations.  The Debtors also obtained the
Court's authority to issue replacement checks or provide for
other means of payment to the taxing authorities, as may be
necessary to pay all outstanding prepetition sales and use tax
obligations.

Normally, Encompass Services Corporation and it debtor-
affiliates accrue use taxes on certain purchases from their
suppliers and collect sales taxes from some of their customers
on behalf of various state and local taxing authorities.  On a
monthly basis, the Debtors have $3,500,000 average obligation
for these sales and use taxes.  Due to certain payments made on
November 15, 2002, the Debtors believe that there are no accrued
but unpaid sales and use tax obligations outstanding.  However,
there may be accrued obligations existing as a result of sales
and use tax payments that have not cleared the banks as of the
Petition Date. (Encompass Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Committee Taps Norton Rose as UK Insolvency Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases involving Enron Corporation and its debtor-
affiliates, sought and obtained the Court's authority to retain
Norton Rose as special UK insolvency counsel, nunc pro tunc to
February 19, 2002.

Julie J. Becker, Co-Chair of the Creditors' Committee, relates
that 20 Enron Corp. affiliates are incorporated in England.  
Some of these affiliates have been placed into Administration by
the High Court of Justice in London.  The Committee, in
consultation with its counsel, Milbank, Tweed, Hadley & McCloy
LLP, has determined that any matters pertaining to the Enron
Companies in Administration will be most effectively and
efficiently prosecuted by a firm with substantial experience in
English insolvency law -- hence, the retention of Norton Rose.

Ms. Becker relates that:

  -- Norton Rose is an international law firm with substantial
     experience in English and international insolvency law
     relevant to this case;

  -- Norton Rose has offices in London, Amsterdam, Athens,
     Bahrain, Beijing, Brussels, Cologne, Frankfurt, Hong Kong,
     Jakarta, Milan, Moscow, Munich, Paris, Piraeus, Prague,
     Singapore and Warsaw;

  -- Norton Rose has acted as UK counsel to the Administrators
     of Maxwell Communications Corporation plc;

  -- Norton Rose advised the Administrators on corporate and
     insolvency issues, including the drafting to a Chapter 11
     plan of reorganization under the Bankruptcy Code and a
     Scheme of Arrangement under Section 425 of the English
     Companies Act of 1985; and

  -- Norton Rose has provided services in a large number of
     domestic and cross-border insolvencies and restructuring.

Pursuant to the Engagement Letter Norton Rose and the Committee
signed on June 20, 2002, Norton Rose agreed to:

  (a) advise the Committee on its rights, powers and duties
      under English law and other European laws, where
      applicable, in relation to claims of creditors, claims of
      the Debtors and claims by the Enron Companies in
      Administration;

  (b) assist and advise the Committee in its consultations
      with the Debtors and the Administrators of the Enron
      Companies in Administration;

  (c) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial conduct of the
      Debtors and of the operation of the Debtors' businesses
      and the operation of the Enron Companies in
      Administration;

  (d) represent the Committee at hearings and other proceedings
      brought in England or elsewhere in Europe where Norton
      Rose is qualified to represent it;

  (e) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interest and objectives, and review and
      analyze all applications, orders and pleadings filed
      with the English or European Courts by the Debtors, the
      Administrators or other parties if they relate to the
      Enron companies, and advise the Committee as to their
      property; and

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

Valerie Elen Mary Davies, a solicitor of the Supreme Court of
England and Wales and a partner in Norton Rose, tells Judge
Gonzalez that as compensation to the services rendered to the
Committee, Norton Rose will bill these hourly rates:

        Partners               GBP475
        Solicitors             GBP230 to GBP395
        Trainee Solicitors     GBP130 to GBP140
        Paralegals             GBP130

In addition to these fees, Norton Rose will seek reimbursement
of its actual and necessary expenses related to this engagement
including cost for telephone and facsimile charges,
photocopying, travel expenses, business meals, computerized
research, messengers, couriers, postage and fees relating to
trials and hearings.

According to Ms. Davies, Norton Rose does not represent or hold
any interest adverse to the Debtors' estates or their creditors.
Moreover, the partners and solicitors of Norton Rose do not have
any connection with the Debtors, their creditors, any other
party-in-interest, their attorneys and accountants, the United
States Trustee or any person employed in the office of the
United States Trustee. (Enron Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EOTT ENERGY: Obtains 60-Day Claims Bar Date Extension
-----------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates obtained
Court approval to extend (i) the claims bar date to 60 days from
the last date of publication for those claimants who received
publication notice, and (ii) the claims bar date to 60 days from
the date the Notice if mailed to the Environmental Claimants.

To address potential environmental claims, the Debtors believed
it has provided actual notice to those persons holding
environmental claims who are contained in their books and
records.  As of October 25, 2002, the Debtors sent out 250,000
notices of its bankruptcy to potential claimants including
potential environmental claimants.  However, the Debtors have
identified a small group of environmental claimants that may not
have received the actual notice in the October 25 mail out.
Thus, to the extent that the small group of known environmental
claimants exists, the Debtors will mail them actual notice and
will file a list of the Environmental Claimants with the Court.
(EOTT Energy Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: US Trustee Amends Equity Holders' Committee
---------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 3,
amends the Official Committee of Equity Security Holders of
Exide Technologies by replacing Pacific Dunlop Holdings (USA)
Inc. with Anand Phillip Rendall effective December 30, 2002.  
The Equity Security Holders' Committee is now composed of:

     A. State of Wisconsin Investment Board
        Attn: Keith Johnson
        121 East Wilson Street, Madison, WI 53703
        Phone: (608) 266-8824
        Fax: (608) 266-2436

     B. Anand Philip Rendall
        16703 SW 36th Street, Miramar, FL 33027
        Phone: (305) 889-1923
        Fax: (305) 889-1925

     C. Thomas V. Kandathil
        5620 College Point Court, Racine, WI 53402
        Phone: (262) 631-2623
        Fax: (262) 639-1977
(Exide Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EZENIA! INC: Renegotiates Put Agreement with General Dynamics
-------------------------------------------------------------
Ezenia! Inc. (Nasdaq: EZEN), a leading provider of real-time
collaboration solutions for corporate and government networks
and eBusiness, successfully renegotiated the put agreement
entered into with General Dynamics Government Systems
Corporation in association with the purchase of
InfoWorkSpace(TM) in March 2001.

On March 27, 2001, in connection with Ezenia!'s purchase of its
InfoWorkSpace product line from General Dynamics Government
Systems Corporation, Ezenia! issued 400,000 shares of its common
stock to GDGSC. At that time, the companies entered into a put
agreement under which Ezenia! agreed, under certain conditions,
to repurchase the 400,000 shares of common stock at a purchase
price of $10.00 per share. GDGSC exercised its rights under the
put agreement with respect to 110,000 shares in January 2002, at
which time Ezenia! repurchased those shares for a total of $1.1
million.

In the third quarter of 2001, the put agreement was amended to
extend the period during which GDGSC could exercise it rights to
cause Ezenia! to repurchase the remaining 290,000 shares of
common stock to December 1, 2002 and the thirty days thereafter.

As of December 31, 2002, the exercise period during which GDGSC
may exercise its rights under the put agreement to cause Ezenia!
to repurchase the remaining 290,000 shares of common stock was
further extended to March 31, 2004 and the thirty days
thereafter. It remains the case that GDGSC's rights under the
put agreement will terminate if, prior to such time, the last
reported closing price of the common stock has been equal to or
greater than $11.00 per share for fifteen consecutive trading
days.

InfoWorkSpace, available to all federal agencies via GSA
schedules and to the commercial marketplace, provides a secure
virtual office where users can build online meeting places
organized into virtual buildings, floors and rooms to meet and
interact on projects in real-time. InfoWorkSpace allows for the
establishment of user-friendly online work-groups that enhance
collaboration and increase productivity among knowledge workers.

General Dynamics Advanced Information Systems is an operating
unit of General Dynamics, supporting intelligence, command and
control, and electronic warfare programs for the U.S. Government
and selected export markets. General Dynamics (NYSE: GD),
headquartered in Falls Church, Virginia, employs approximately
52,000 people worldwide and has annualized sales of
approximately $14 billion. The company has leading market
positions in business aviation, information systems,
shipbuilding and marine systems, and land and amphibious combat
systems. More information about General Dynamics is available at
http://www.generaldynamics.com  

Ezenia! Inc. (Nasdaq: EZEN), founded in 1991, is a leading
provider of real-time collaboration solutions, bringing new and
valuable levels of interaction and collaboration to corporate
networks and the Internet. By integrating voice, video and data
collaboration, the Company's award-winning products enable
groups to interact through a natural meeting experience
regardless of geographic distance. Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, white boarding, screen
sharing and text chat. The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision-making
process. More information about Ezenia! Inc. and its product
offerings can be found at the company's Web site,
http://www.ezenia.com  

At September 30, 2002, Ezenia!'s balance sheet shows that total
current liabilities eclipsed total current assets by about $2.4
million.


FISHER SCIENTIFIC: Reiterates Earnings Guidance for 2002 & 2003
---------------------------------------------------------------
Fisher Scientific International Inc., (NYSE: FSH) reiterated its
guidance for 2002 and 2003. For 2002, Fisher expects revenue
growth, excluding foreign- exchange effects, of approximately 12
percent, and operating margins, excluding nonrecurring credits,
in the 7.5 percent to 7.6 percent range. Fisher expects EPS for
2002 to be at the high end of its previously announced guidance
range of $1.70 to $1.75. This guidance excludes the cumulative
effect of the accounting change for goodwill, the charges
related to the April 2002 notes offering and the restructuring
credit.

The company expects its 2002 operating cash flow to be in the
previously announced range of $140 million to $150 million.

For 2003, the company continues to expect revenue growth,
excluding foreign-exchange effects, of approximately 5.0 percent
to 6.0 percent, operating margins in the 7.7 percent to 7.9
percent range, and a 30 percent tax rate.

Fisher confirmed that EPS for 2003 is expected to be between
$2.10 to $2.15. The company estimates 2003 first-quarter EPS
will be 44 cents to 46 cents. The company plans to refinance
$600 million of its 9 percent senior subordinated notes due 2008
during the next few weeks, subject to market conditions. The
company expects to accomplish this with a combination of senior
secured and senior subordinated debt. Excluding any one-time
charges associated with the refinancing, the company estimates
that this could provide more than $10 million of annual interest
savings, or 11 cents per share, which is additive to the above
guidance.

Operating cash flow for 2003 is expected to be in the $180
million to $190 million range.

                 Conference Call Scheduled

Fisher will host a teleconference to discuss its fourth-quarter
and full- year financial results and 2003 guidance on Tuesday,
Feb. 4 at 10 a.m. EST. Interested parties who would like to
participate may call 877-648-7975 (ID: Fisher Scientific).
International callers should dial (+1) 706-634-2332. Following
the call, an audio replay will be available for 10 days. U.S.
callers should dial 800-642-1687. International callers should
dial (+1) 706- 645-9291. The conference replay code is 6900524.

The conference call also will be webcast on Fisher's Web site:
http://www.fisherscientific.com The webcast may be accessed on  
the Investor Info page and will be archived until March 4.

Fisher Scientific International Inc., (NYSE: FSH) is the world
leader in serving science. We enable scientific discovery and
clinical-laboratory testing services by offering more than
600,000 products and services to over 350,000 customers in
approximately 145 countries. As a result of our broad product
offering, electronic-commerce capabilities, and integrated
global logistics network, Fisher serves as a one-stop source of
products, services and global solutions for many of our
customers. The company's primary target markets are scientific
research and healthcare. Additional information about Fisher is
available on the company's Web site at
http://www.fisherscientific.com  

As reported in Troubled Company Reporter's December 23, 2002
edition, Standard & Poor's placed its ratings on Fisher
Scientific International Inc., on CreditWatch with positive
implications. The ratings action reflects Fisher's strong
performance in a difficult market environment and the expected
benefits of a planned refinancing.

The company's total debt outstanding is $900 million.

Standard & Poor's estimates that a proposed refinancing of high-
cost debt issued to finance the company's 1998 leveraged buyout
should save at least $10 million of interest expense annually.
If the refinancing is completed as anticipated in early 2003,
Standard & Poor's expects to raise the corporate credit and
senior debt ratings to 'BB' from 'BB-' and subordinated debt
ratings to 'B+' from 'B'.


GENTEK: Committee Turns to Chanin Capital for Financial Advice
--------------------------------------------------------------
In August 2002, GenTek Inc., and its debtor-affiliates commenced
negotiations with an informal committee comprised of certain
holders of their 11% Senior Subordinated Notes due 2009 in an
effort to reach a consensual restructuring of their debt
obligations.  Chanin Capital Partners LLC served as financial
advisor to that informal committee.  According to Thomas G.
Boucher, Jr., Chairman of the Official Committee of Unsecured
Creditors, from the Petition Date through the formation of the
Official Unsecured Creditors' Committee, Chanin reviewed and
approved payment requests under the Debtors' Critical Vendor
Program and the Shipping/Warehousing Program.

Subsequently, the informal committee dissolved and released
Chanin as its financial advisor.  Three members of that informal
committee were later appointed to the Official Committee of
Unsecured Creditors.

By this motion, the Creditors' Committee seeks the Court's
authority to retain Chanin as their financial advisors in these
cases, nunc pro tunc to October 2, 2002.

Mr. Boucher asserts that Chanin is qualified to serve as the
Official Committee's financial advisor in view of its stint with
the informal committee.  Mr. Boucher also notes that Chanin has
experience advising debtors, creditors and equity holders in
complex bankruptcy proceedings and out-of-court workouts.  It
has the capacity to testify in Court on financial issues bearing
on the Debtors' reorganization and these cases.  Chanin recently
has served or currently serves as financial advisor to
creditors' committees in complex Chapter 11 cases like in the
bankruptcy proceedings of: The IT Group, Inc.; Hayes Lemmerz
International, Inc.; Purina Mills, Inc.; Alliance Entertainment
Corp.; and Randall's Island Family Golf Centers, Inc.

As financial advisor, Chanin is expected to:

    (a) analyze the Debtors' operations, business strategy,
        and competition, as well as analyze the industry
        dynamics affecting them;

    (b) analyze the Debtors' financial condition, business
        plans, operating forecasts, management, and the
        prospects for future performance;

    (c) analyze any merger, acquisition, divestiture, joint
        venture, or new project transactions proposed by the
        Debtors;

    (d) provide financial valuation of the ongoing operations of
        the Debtors;

    (e) assist the Committee in developing, evaluating,
        structuring and negotiating the terns and conditions of
        a potential re-capitalization, including the value of
        the securities, if any, that may be issued to unsecured
        creditors under a plan of reorganization or liquidation;

    (f) analyze potential divestitures of the Debtors'
        operations;

    (g) provide forensic analysis and investigate the Debtors,
        including all related party transactions; and

    (h) provide the Committee with other and further financial
        advisory services with respect to financial, business
        and economic issues, as may arise during the course of
        the restructuring as it may request.

In consideration for its service, Chanin will be compensated
with a $125,000 monthly fee and will be reimbursed for all
reasonable out-of-pocket expenses.  On the consummation of the
Debtors' cases, Chanin will also be entitled to a deferred fee
equal to 1.5% of any recovery to the unsecured creditors class
above 5%. Chanin will also be indemnified from any claims or
actions in relation to its work with the Committee.  Mr. Boucher
believes that the terms of this engagement are substantially the
same with the terms of Chanin's prior engagement with the
informal committee.

Mr. Boucher discloses that the Debtors have paid Chanin $230,000
for its services to the informal committee for the period August
15, 2002 to October 10, 2002.  Chanin was also reimbursed $5,707
for its expenses during this period.

Randall L. Lambert, Managing Director of Chanin, attests that:

    -- no member, officer, principal or employ of the firm is
       related to the Debtors, its creditors, the U.S. Trustee,
       or any person employed in the Office of the U.S. Trustee
       or other parties-in-interest;

    -- no member, officer, principal or employ of the firm holds
       or represents any adverse interests against the Debtors,
       their estates and other parties-in-interest;

    -- the firm may have represented certain of the Debtors'
       creditor or other parties-in-interest but only in matters
       not related to these Chapter 11 cases;

    -- neither the firm nor any of its employee was a creditor
       or equity holder of the Debtors;

    -- neither the firm nor any of its employee is or was,
       within two years before the Petition Date, an investment
       banker for the Debtors in connection with the offer, sale
       of issuance of the their security; and

    -- Chanin has not received any compensation for its work on
       behalf of the Official Creditors' Committee.

                       *     *     *

After due deliberation, Judge Walrath authorizes the Committee
to retain Chanin Capital Partners in accordance with the terms
of the engagement letter.  However, Judge Walrath specifically
clarifies that Chanin's fees will be subject to the review for
reasonableness.  In addition, Judge Walrath rules that only the
U.S. Trustee will have the right to object to the
indemnification of Chanin, if during the Debtors' cases, the
U.S. Court of Appeals for the Third Circuit issues a ruling with
respect to the appeal from the decisions of the U.S. District
Court for the District of Delaware with respect to the
indemnification right in In re United Artists Theatre Co. et.
al.  The U.S. Trustee must file its objection, if any, within 60
days after the date the Court of Appeals issues its ruling.
(GenTek Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Honoring Up to $11 Million of Prepetition Taxes
------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
authority under Sections 105 and 541 of the Bankruptcy Code to
pay certain prepetition Taxes in the ordinary course of the
Debtors' businesses.

Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, informs the Court that the Debtors, in the
ordinary course of their business, incur various tax
liabilities, including, among others, Sales and Use Taxes, and
Employment and Withholding Taxes.  Prior to the Petition Date,
the Debtors generally paid their tax obligations as they became
due.

According to Ms. Henry, Sales and Use Taxes accrue daily in the
ordinary course of the Debtors' business, and are calculated
based on statutorily mandated percentages.  In some cases, Sales
and Use Taxes are paid in arrears, once collected by the
Debtors. Many jurisdictions, however, require the Debtors to
remit estimated Sales and Use Taxes on a periodic basis during
the month or quarter in which sales are made.  The Debtors then
generally timely file a Sales and Use Tax return with the
relevant taxing authority reporting the actual Sales and Use Tax
due, and paying any further amounts owed for the month or
quarter.  The Debtors estimate that their current liability for
prepetition Sales and Use Taxes is less than $11,000,000.

Ms. Henry tells the Court that the Debtors conduct operations in
virtually every state in the United States.  Because of the
costs that would be involved, and because the Debtors believe
there exist multiple legal bases for granting the relief
requested herein, the Debtors have not conducted an exhaustive
survey of all states and localities in which the Taxes are due
to determine whether these taxes are deemed "trust fund" taxes
in each and every jurisdiction.  Nevertheless, the Debtors
submit that most, if not all, of the Taxes likely constitute so-
called "trust fund" taxes, which are required to be collected
from third parties and held in trust for payment to the taxing
authorities.

To the extent that any Taxes are "trust fund" taxes collected by
the Debtors for remittance to Taxing Authorities, Ms. Henry
contends that they are not property of the Debtors' estates
under Section 541(d) of the Bankruptcy Code.  See Begier v. IRS,
496 U.S. 53, 67 (1990) (trust fund taxes are not property of the
estate); In re Al Copeland Enterprises, Inc., 133 B.R. 837
(Bankr. W.D. Tex. 1991), aff'd, 991 F.2d 233 (5th Cir. 1993)
(debtor obligated to pay Texas sales taxes plus interest because
such taxes were "trust fund" taxes).  The Debtors, therefore,
arguably have no equitable interest at all in these Taxes and
are obligated to remit to the appropriate Taxing Authority all
amounts collected from customers or withheld from employees'
payroll checks.  Even if the Taxes were not considered "trust
fund" taxes in a particular jurisdiction, the payments to the
Taxing Authorities should be authorized under Section 105(a) of
the Bankruptcy Code and the "doctrine of necessity."

Ms. Henry believes that payment of the Taxes to the Taxing
Authorities in full and on time is both necessary and in the
estates' best interests.  Failure to timely pay, or a
precautionary withholding by the Debtors of payment of, the
Taxes likely would cause Taxing Authorities to take precipitous
action, including a flurry of lien filings and a marked increase
in audits -- which would unnecessarily divert the Debtors'
attention from the reorganization process.  Prompt and regular
payment of the Taxes would avoid any unwarranted governmental
action.

Furthermore, Ms. Henry insists that most, if not all, of the
Taxes would be entitled to priority status under Section
507(a)(8) of the Bankruptcy Code and payment in full under any
reorganization plan.  The Debtors' payment of the Taxes in the
ordinary course of business thus will affect only the timing of
the payments to the Taxing Authorities.  The rights of other
unsecured creditors and parties-in-interest consequently would
not be prejudiced, and the Court's exercise of its equitable
powers under Section 105(a) will not be in derogation of any
other provision of the Bankruptcy Code.

Ms. Henry notes that the federal government and many states in
which the Debtors operate have laws providing that, because the
Taxes constitute "trust fund" taxes, the Debtors' officers or
directors or other responsible employees could, under certain
circumstances, be held personally liable for the payment of
these Taxes.  To the extent any accrued Taxes of the Debtors
were unpaid as of the Petition Date in these jurisdictions, the
Debtors' officers and directors could be subject to lawsuits
during the pendency of these chapter 11 cases.  This would be
extremely distracting for the Debtors' directors and officers,
whose full-time focus must be to devise and implement a
successful reorganization strategy.  The Debtors thus submit
that it is in their best interests and consistent with the
reorganization policy of the Bankruptcy Code to eliminate the
possibility of this time consuming and potentially damaging
distractions. (Genuity Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GRUMMAN OLSON: Signs-Up Rosen & Associates as Bankruptcy Counsel
----------------------------------------------------------------
Grumman Olson Industries, Inc., wants to employ the law firm of
Sanford P. Rosen & Associates, P.C., as its attorneys under a
general retainer in its chapter 11 case.

The professional services that Rosen & Associates will render
include:

      (1) Providing legal advice with respect to the powers and
          duties of the Debtor as debtor in possession in the
          management of its property;

      (2) Representing the Debtor before this Court and at
          hearings on matters pertaining to its affairs, as
          debtor in possession, including prosecuting and
          defending litigated matters that may arise during its
          Chapter 11 case;

      (3) Advising and assisting the Debtor in the negotiation
          and preparation of a plan of reorganization with its
          creditors and the preparation of an accompanying
          disclosure statement;

      (4) Preparing necessary applications, answers, orders,
          reports, documents and other legal papers; and

      (5) Performing such other legal services for the Debtor
          which may be appropriate and necessary.

Sanford P. Rosen, Esq., the principal shareholder of Sanford P.
Rosen & Associates, P.C., discloses that the firm's customary
hourly rates range from $225 to $385 per hour.

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.


GRANGE MUTUAL INSURANCE: S&P Assigns R Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Grange Mutual Insurance Co., upon learning
that the company has filed for bankruptcy protection from the
U.S. Bankruptcy Court for the District of Oregon. The company
was granted permission from the bankruptcy court to terminate
all of its policies, effective October 1, 2002.

Grange Mutual is an exempt insurer in Oregon. Therefore, it does
not belong to either of the state's two guaranty funds, and the
company's policyholders are not eligible for protection from the
funds.

Grange Mutual commenced business in 1885 and is domiciled in
Oregon. The company's major lines of business included private
passenger auto, auto physical damage, and homeowners insurance.

"An insurer rated 'R' is under regulatory supervision owing to
its financial condition," explained Standard & Poor's credit
analyst Allison MacCullough. "During the pendency of the
regulatory supervision, the regulators may have the power to
favor one class of obligations over others or pay some
obligations and not others. The rating does not apply to
insurers subject only to non-financial actions such as market
conduct violations."


GROUP TELECOM: US Court Recognizes Plan of Arrangement in Canada
----------------------------------------------------------------
On January 2, 2003, the United States Bankruptcy Court for the
Southern District of New York issued an order recognizing and
giving effect to the Order of the Ontario Superior Court of
Justice which sanctioned a plan of compromise and arrangement
for GT Group Telecom Services Corp., GT Group Telecom Services
(USA) Corp. and London Connect Inc., and granted a permanent
injunction against all actions and proceedings against the GT
Operating Companies.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fiber-optic network
linked by approximately 470,000 strand kilometers. Group
Telecom's unique backbone architecture is built with
technologies such as Gigabit Ethernet for delivery of enhanced
network performance and Synchronous Optical Network for the
highest level of network reliability. Group Telecom offers next-
generation high-speed data, Internet, application and voice
services, delivering enhanced communication solutions to
Canadian businesses. Group Telecom operates with local offices
in 17 markets across nine provinces in Canada. Group Telecom's
national office is in Toronto. For more information, please
visit http://www.gt.ca  


INSILCO TECHNOLOGIES: Hires Benetar Bernstein as Labor Counsel
--------------------------------------------------------------
Insilco Technologies, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Benetar Bernstein Schair & Stein as Special
Counsel to advise on labor matters.

The professional services that Benetar Bernstein will render
include legal services concerning various labor and related
matters.  Benetar Bernstein has been retained by the Debtors
postpetition and the services that Benetar Bernstein will render
to the Debtors postpetition is simply an extension of the Firm's
prepetition services.

The Debtors assure the Court that Benetar Bernstein's services
will not be duplicative of the services to be rendered by
Shearman & Sterling, lead bankruptcy counsel, or Young Conaway
Stargatt & Taylor, LLP, hired as local bankruptcy counsel.

Presently, Benetar Bernstein provides legal services at these
rates:

          Partners                   $340 to $425 per hour
          Counsel and Associates     $195 to $240 per hour
          Paralegals                 $150 per hour

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.


KAISER ALUMINUM: Wants Approval of Tacoma Plant Sale Agreement
--------------------------------------------------------------
As part of their restructuring strategy, Kaiser Aluminum
Corporation and its debtor-affiliates want to sell their
reduction facility in Tacoma, Washington free and clear of
liens, claims and encumbrances to the Port of Tacoma.

The Debtors believe that the Tacoma Plant's reduction technology
and plant scale are no longer competitive and that it will cost
at least $10,000,000 to restart the plant.  Hence, the Debtors
decided to cease operations at the Tacoma Plant for good.  The
Tacoma Plant also does not fit with the Debtors' long-term
operating plans.

The Tacoma Plant was built in 1942 and is located on a 96.76-
acre site in the Tacoma tideflats industrial area, commonly
known as the Port of Tacoma.  Since acquiring the Tacoma Plant
in 1947, the Debtors have operated the plant more or less
continuously, curtailing operations from 1958 to 1964 and most
recently in 2000.  While the site is relatively unburdened with
environmental liabilities, it nonetheless has been subjected to
industrial operations for more than 50 years and has, as a
result, certain remediation projects in process.  The Debtors
have realized that any further development of the property for
any other likely future use would require decontamination and
demolition of existing structures at considerable expense.

Paul N. Heath, Esq., at Richards, Layton & Finger, reports that,
throughout the summer of 2002, the Debtors negotiated a sale of
the Tacoma Plant to several potential buyers.  Ultimately, the
Port of Tacoma submitted the most attractive offer and engaged
in additional due diligence.  The offer was in lieu of a
condemnation proceeding by the Port, which would have resulted
in needless litigation.  The sale agreement calls for the Port
to take the property "as is, where is," with full
indemnification to the Debtors for past, present, and future
environmental issues on the property.

"The Debtors believe that the best course of action is to sell
the Tacoma Plant, and use the proceeds for the benefit of the
estate.  Given that the Debtors' current projections regarding
the plant estimate a $10,000,000 restart cost and no positive
return on operations, the sale will result in a higher return to
the Debtors' estate than a renewed operation of the plant," Mr.
Heath says.

On December 19, 2002, the Debtors and the Port inked a Sale
Agreement, pursuant to which the Debtors will sell and transfer
its interests in the Tacoma Plant.  The salient terms of the
Sale Agreement include:

A. Property Interests To Be Sold

   The assets to be sold include the real property, buildings
   and improvements, and equipment and licenses related to the
   Tacoma Plant.  Certain fixtures, equipment, vehicles, metals,
   intellectual property rights and intangible property, water
   rights and certain other items, however, are specifically
   excluded from the transaction.

B. Purchase Price -- $12,145,500

   The purchase price will be paid in cash at the Closing of the
   transaction.  Except for the Port's obligations under the
   Indemnification Agreement, the Debtors will remain liable for
   all liabilities arising before the Closing.

C. Funds Held In Escrow

   The Port will pay another $4,037,167 into escrow to fund
   certain remediation work and environmental testing.  Pursuant
   to an escrow agreement between the parties, the escrowed
   funds will either be paid out to fund this particular work or
   disbursed to the Debtors as part of the Purchase Price.

D. Deposit -- $500,000

   The Port will place the deposit in escrow.  The Deposit will
   be applied to the Purchase Price at the Closing.

E. Proration Of Taxes

   Real and personal property taxes relating to the Tacoma Plant
   will be prorated between the Debtors and the Port.  The
   Debtors will be responsible for those taxes incurred before
   the Closing.

F. "As-Is" Condition

   The Port will take the Tacoma Plant on an "as is, where is"
   basis "with all faults."

G. Remedies

   -- If the Port fails to consummate the Sale Agreement --
      except where the Debtors' default or termination of the
      Sale Agreement excuses the Port's performance -- the
      Debtors may, as their sole and exclusive remedy, elect to
      either:

         (i) sue for specific performance; or

        (ii) terminate the Sale Agreement and receive or retain
             the Deposit as liquidated damages.

   -- If the Debtors fail to consummate the Agreement, where the
      failure is based on their willful and intentional default
      -- except due to the Port's default or the Debtors'
      termination of the Sale Agreement -- the Port will, as its
      sole and exclusive remedy, elect either to:

         (i) sue for specific performance; or

        (ii) terminate the Sale Agreement and seek damages from
             the Debtors not to exceed $500,000.

H. Environmental Indemnity

   The parties will enter into an Indemnification, Remediation
   and Release Agreement, pursuant to which the Port will
   indemnify the Debtors from any and all claims that arise from
   any suspected Environmental Contamination, including costs
   for clean-up and remediation.

                    Payment of Prepetition Taxes

The Debtors also seek the Court's permission to pay their
prepetition obligations to Pierce County from the proceeds of
the sale or from their general operating funds.  The Tacoma
Plant is located in Pierce County, Washington.

Mr. Heath explains that the Debtors owe certain prepetition
personal and real property taxes related to the Tacoma Plant.
Under Washington law, Pierce County has a statutory lien on the
property of the Tacoma Plant for the total amount of prepetition
taxes and is therefore a fully secured creditor. (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.


KCS ENERGY: Credit Facility Maturity Date Extended to January 13
----------------------------------------------------------------
KCS Energy, Inc., (NYSE:  KCS) announced that the maturity date
on its bank credit facility has been extended to January 13,
2003 in order to provide additional time necessary to complete
the previously announced proposed financing arrangements.

KCS is an independent energy company engaged in the acquisition,
exploration, development and production of natural gas and crude
oil with operations in the Mid-Continent and Gulf Coast regions.  
For more information on KCS Energy, Inc., please visit the
Company's Web site at http://www.kcsenergy.com

KCS Energy's September 30, 2002 balance sheet shows a working
capital deficit of about $75 million, and a total shareholders'
equity deficit of about $44 million.


KEMPER INSURANCE: Fitch Cuts Units' Fin'l Strength Ratings to B+
----------------------------------------------------------------
Fitch Ratings downgraded the insurer financial strength ratings
of three primary insurance underwriters of the Kemper Insurance
Companies to 'B+' from 'BBB'. Additionally, Fitch has downgraded
the surplus notes issued by group member Lumbermens Mutual
Casualty Company to 'CCC' from 'BB-'. All ratings remain on
Rating Watch Negative.

The rating actions reflect Fitch's concerns regarding the
prospective financial condition of KIC. Included in these
concerns is the increasing likelihood that future interest
payments on Lumbermen's surplus notes may not be made as
scheduled. Given the regulatory oversight of surplus notes
payments, and the organization's strained capital position,
Fitch is concerned that Lumbermens will have difficulty
maintaining minimum capital requirements and therefore could
experience difficulties in maintaining approvals from regulators
to pay interest on its surplus notes.

KIC management recently announced that the company has reached
an agreement-in-principle with Berkshire Hathaway Inc.
subsidiary, National Indemnity Company (which has a 'AAA' IFS
rating by Fitch), whereby National Indemnity will provide a cut-
through endorsement on policies issued under the agreement
beginning Jan. 1, 2003. The company indicated that this cut-
through will enable KIC to continue operating its core
businesses while restructuring its operations prior to a planned
demutualization.

Fitch believes that the cut-through was necessitated by rating
downgrades of KIC by Fitch and other peer rating agencies. Fitch
feels that the successful execution of the cut-through agreement
with Berkshire Hathaway is likely a necessary step to remain
viable in the current market, though even with a cut through,
there is some risk the company could experience adverse
selection within its book of business. The implementation of the
cut-through agreement does not come without a cost. Earnings
will be reduced by fees paid for the cut through. Future
earnings will also be impacted by costs associated with finite
reinsurance contracts currently in place and potentially from
prior year adverse reserve development.

In connection with the cut-through transaction, KIC will also
repurchase for $125 million Berkshire's minority equity
investment in a KIC subsidiary company that was made in 2002.
Closing of the transaction is expected in the first quarter of
2003. Fitch believes that the repurchase of the Berkshire
investment will adversely impact KIC's capital and liquidity
position. The reduction in capital following Berkshire
Hathaway's exit strains an already thin capital base that is
heavily levered. Lumbermens surplus notes comprise over 50% of
KIC's total capital at September 30, 2002.

The $125 million capital repurchase is subject to regulatory
approval, and Fitch understands that National Indemnity's
provision of the cut through is also contingent upon the
approval of the capital transaction. If the cut through is
indeed enacted, Fitch believes that in order to remain viable,
Kemper would need to be able to demutualize and complete an
initial public offering within the 18 month period that the cut
through is in place. Further, the IPO would need to provide
sufficient capital to support higher financial strength ratings.
It is unclear to Fitch if management will be able to
successfully execute on such a plan.

          Entity/Issue/Type Action Rating/Rating Watch

Insurer Financial Strength Ratings

     --Lumbermens Mutual Casualty Co. downgrade 'B+'/Negative.

     --American Motorists Insurance Co. downgrade 'B+'/Negative.

     --American Manufacturers Mutual Ins. Co. downgrade
       'B+'/Negative.

Surplus Note Rating

     --Lumbermens Mutual Casualty Co. downgrade 'CCC'/Negative.


KEY3MEDIA GROUP: Triax Holdings Discloses 53.55% Equity Stake
-------------------------------------------------------------
On December 20, 2002, Triax Holdings Ltd., acquired a total of
36,700,190 shares of Key3Media Group, Inc., common stock, par
value $0.01, from SOFTBANK America, Inc., and SOFTBANK Holdings
Inc., for an aggregate purchase price of $2.00. To the Company's
knowledge, Triax Holdings Ltd. used cash on hand to fund the
purchase of the Shares. As of December 26, 2002, Triax Holdings
Ltd., beneficially owns approximately 53.55% of the Company's
common stock, which represents approximately 40.74% of the
Company's total voting power. This purchase constitutes a change
in control and an event of default under the Company's senior
bank credit facility. The Company's advisors are in discussions
with the Company's bank lenders regarding this development. The
Company has no relationship with Triax Holdings Ltd.

Key3Media owns and produces about 60 trade shows and conferences
for the information technology industry, including the annual
COMDEX show held in Las Vegas. In addition to the popular US
event, Key3Media puts on nearly 20 other COMDEX shows in 16
countries. (COMDEX shows account for almost 35% of sales.) Other
events include Networld+Interop, Seybold Seminars, SOFTBANK
Forums, and JavaOne. Key3Media's events draw about 1.5 million
participants each year. The company was spun off from publisher
Ziff-Davis (now part of CNET Networks) in 2000.

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's lowered its corporate credit and
subordinated debt ratings on technology trade show organizer
Key3Media Group Inc., to 'D' following the company's failure to
make the scheduled interest payment on its $300 million 11.25%
senior subordinated notes due 2011.

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

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


KNOWLES ELECTRONICS: Chairman Reg Garratt Retires from Company
--------------------------------------------------------------
Knowles Electronics Holdings, Inc.'s Chairman Reg G. Garratt has
retired from Knowles and also resigned as the company's Chairman
effective December 31, 2002. "After successfully guiding the
business through the sale to Doughty Hansen and Co., and with
confidence in the direction and management of the company I have
decided the to pursue other business endeavors," said Garratt.

"Reg Garratt served as an outstanding leader of Knowles over the
past years," said John Zei, President and CEO of the company.
"We appreciate that Reg has agreed to provide any needed support
in the future," Zei said.

Knowles Electronics is the world's leading manufacturer of
transducers and related components used in hearing aids. The
company also manufactures acoustic components used in voice
recognition, telephony, and Internet applications, infrared
control systems as well as automotive solenoids. In 1999, the
European fund management company Doughty Hanson & Co, Ltd.
acquired Knowles. At September 30, 2002, the Company's balance
sheets show a total shareholders' equity deficit of about $493
million.


LERNOUT: Kemper Seeks Stay Relief to Rescind D&O Policies
---------------------------------------------------------
Kemper Indemnity Insurance Company seeks relief from the
automatic stay to pursue a declaratory judgment against Lernout
& Hauspie Speech Products N.V., and certain of its former
directors and officers to determine Kemper's entitlement to
rescind an "excess directors and officers and company
reimbursement policy" issued to L&H NV.

In April 2000, L&H NV sought to procure from Kemper $20,000,000
in coverage, in excess of $20,000,000 in coverage under a
directors and officers and company reimbursement policy L&H
obtained from AXA Global Risks (UK) Limited in February 1999.  
As a condition to offering the requested coverage, Kemper
required L&H NV and its directors and officers to submit a
warranty regarding their knowledge of any circumstances that
might result in a claim within the proposed coverage.  On April
26, 2000, a warranty was submitted on behalf of L&H and all of
its directors and officers stating that L&H and its directors
and officers had no knowledge of any circumstances that might
result in a claim.  Relying on the truth of these statements,
Kemper issued the $20,000,000 coverage.  The AXA Policy, to
which the Kemper Policy follows form, requires that any dispute
arising under the AXA Policy be adjudicated by a court of
competent jurisdiction in Belgium, England, Wales or the State
of New York.

Just a few months after receiving the warranty from L&H and its
directors and officers, public reports surfaced regarding
possible accounting fraud at L&H.  By the Petition Date, L&H was
the subject of a formal investigation by the SEC.  A number of
civil lawsuits, including shareholder class action suits, had
also been filed against L&H and its directors and officers
alleging violations of securities laws.

On Kemper's behalf, Daniel J. DeFranceschi, Esq., and John H.
Knight, Esq., at Richards Layton & Finger PA, in Wilmington,
Delaware, tell the Court that L&H NV and its directors and
officers procured the Kemper policy through a materially false
and fraudulent warranty.  Absent adequate relief from the stay,
Kemper will be unable to obtain the rescission of the Kemper
Policy to which it is entitled, and it will be subject to
demands for coverage, including demands for payment of defense
costs and settlements by L&H NV's former directors and officers
who are defendants in pending lawsuits and other proceedings
arising out of L&H NV's "massive accounting fraud".

L&H, under new management, admitted that, because of accounting
errors and irregularities, its financial statements for 1998,
1999, and 2000 would have to be restated to correct an
overstatement of revenue of approximately $400,000,000.  By
definition, accounting "irregularities" are "intentional
misstatements or omissions" in financial statements that
constitute accounting fraud under the AICPA Statement of
Auditing Standards.  These disclosures and others established
that the warranty submitted to procure the Kemper policy was
materially false and fraudulent.

Mr. Knight reminds Judge Wizmur that in 2000, Kemper filed a
motion seeking similar relief.  At that time, the Court denied
the Motion without prejudice.  L&H NV objected to the 2000
motion, arguing primarily that the bankruptcy was just beginning
and insurance coverage litigation would be extremely disruptive
and prejudicial to the orderly management of a complex
reorganization effort.  Now that Dictaphone's reorganization
plan has been approved, Holdings' liquidation plan has also been
approved, and L&H NV has sold virtually all of its assets and
has submitted a liquidation plan, Judge Wizmur should permit
Kemper's declaratory judgment action to proceed. (L&H/Dictaphone
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LEVI STRAUSS: Improved Liquidity Prompts Moody's Rating Upgrades
----------------------------------------------------------------
Moody's Investors Service upgraded and confirmed several ratings
of Levi Strauss & Co. The rating actions reflect improved
liquidity from the company's issuance of $425 million senior
unsecured notes.

Outlook is stable.

                    Ratings upgraded:

* $US 350 million issue of 6.8% senior unsecured Eurobonds due
  2003; to B3 from Caa1,

* $US 450 million issue of 7% senior unsecured Eurobonds due
  2006; to B3 from Caa1,

* $US 380 million issue of 11.625% unsecured global senior notes
  due 2008; to B3 from Caa1,

* EUR125 million issue of 11.625% unsecured global senior notes
  due 2008; to B3 from Caa1,

* The senior unsecured issuer rating; to B3 from Caa1.

                   Ratings confirmed:

* $US 450 million issue of 12.25% senior unsecured notes due
  2012; B3 [from (P)B3].

* Senior secured bank credit facility, maturing August 2003; B1.

* The senior implied rating; B2.

Levi's ratings continue to mirror a weak level of free cash flow
as compared to the company's total debt.

Levi Strauss & Co., headquartered in San Francisco, California,
is one of the world's largest branded designers, manufacturers
and marketers of apparel.


MALAN REALTY: Completes Sale of Five Properties for $3 Million
--------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust, completed the sale of five
properties for approximately $2.9 million.

The properties, located in Lincoln, Illinois and Arkansas City,
Emporia, Independence and Garden City, Kansas, total
approximately 200,000 square feet of gross leasable area. The
transaction also includes an option to acquire Malan's Hays,
Kansas property for a set price on or before September 1, 2003.
The 40,050 square-foot property is currently leased to Orscheln
Farm & Home Supply.

"We are pleased with the progress made by this transaction,
which involves smaller properties most of which are far from our
corporate headquarters, in the liquidation of the company," said
Malan President and Chief Executive Officer Jeffrey Lewis.
"Looking ahead, we expect that our sales activity will remain
strong during the first half of 2003."

The sale was brokered jointly by Cohen Financial and Kansas
City, Missouri-based R.H. Johnson Company. In October 2002,
Malan hired CB Richard Ellis, the world's largest commercial
real estate services company, to market substantially all of its
remaining properties. Information regarding Malan's properties
can be obtained by contacting George Good, senior vice president
of CBRE's Shopping Center Investment Team based in suburban
Chicago, at (847) 518-2309.

Malan Realty Investors, Inc., owns and manages properties that
are leased primarily to national and regional retail companies.
The company owns a portfolio of 47 properties located in nine
states that contains an aggregate of approximately 4.4 million
square feet of gross leasable area.

On August 28, 2002, Malan shareholders approved a plan of
complete liquidation of the company. The plan provides for the
orderly sale of assets for cash or other such form of
consideration as may be conveniently distributed to
shareholders, payment of or establishing reserves for the
payment of liabilities and expenses, distribution of net
proceeds of the liquidation to common shareholders and wind up
of operations and dissolution of the company.

As a result of the adoption of the plan, the company adopted the
liquidation basis of accounting at September 30, 2002.
Accordingly, at that date, assets were adjusted to estimated net
realizable value and liabilities were adjusted to estimated
settlement amounts, including estimated costs associated with
carrying out the liquidation. Net assets in liquidation,
including these costs but excluding any estimated future cash
flows from operations, was $31.7 million as of September 30,
2002. Also as a result of adoption of the plan of liquidation,
the company will no longer report funds from operations or cash
available for distribution, as it no longer believes that these
measures are meaningful to understanding its performance.


MESA AIR GROUP: December 2002 Traffic Up by 46.2% Year-Over-Year
----------------------------------------------------------------
Mesa Air Group, Inc., (Nasdaq: MESA) reported its preliminary
traffic figures, on-time performance, and completion rate
figures for December 2002.  Year-over-year revenue passenger
miles increased 46.2% in December 2002 to 204.9 million,
compared to 140.1 million in December 2001.  Total available
seat miles increased 24.5% in December 2002 to 322.7 million
from 259.3 million in December 2001 and passengers carried
increased 27.0% to 483,993 from 381,122 a year ago.  Load factor
increased to 63.5% in December 2002 versus 54.1% in December
2001, an increase of 9.4 points.  Mesa's controllable completion
rate, which excludes weather-related cancellations, was 98.1% in
December.  Mesa Air Group's on-time arrival performance for the
month of December was 76.4%.  In November 2002, the most recent
month with data available for comparative purposes, Mesa's on-
time arrival performance was 81.3%, which would have ranked it
eighth when compared to the top 10 reporting carriers.

"We are beginning to see the impact of the introduction of
larger regional jets operating in our America West Express
system.  We look forward to continued growth in this area of our
business," said Jonathan Ornstein, Mesa's Chairman and Chief
Executive Officer.

Mesa currently operates 124 aircraft with 889 daily system
departures to 147 cities, 37 states, Canada, Mexico and the
Bahamas.  It operates in the West and Midwest as America West
Express, the Midwest and East as US Airways Express, in Denver
as Frontier JetExpress, in Kansas City with Midwest Airlines and
in the Southwest as Mesa Airlines.  The Company, which was
founded in New Mexico in 1982, has approximately 3,000
employees.  Mesa is a member of Regional Aviation Partners.


MJ DESIGNS: Gets Interim Court Nod to Use PNC's Cash Collateral
---------------------------------------------------------------
The Honorable Judge Barbara J. Houser of the U.S. Bankruptcy
Court for the Northern District of Texas signed an interim order
authorizing MJ Designs, LP to use its Lender's cash collateral.  
The Court finds that the Debtor requires continued use of Cash
Collateral securing repayment of loans extended by PNC Bank,
National Association.  Without access to the bank's cash
collateral, NJ Designs will be unable to continue to conduct its
business.  PNC has agreed to the Debtors' request and package of
protections.  

As of the Petition Date, the Debtors owed PNC $8,548,372 plus
accrued interest and accrued unpaid fees.  PNC agrees to the
Debtor's use of cash collateral until the earlier of:

     i) February 2, 2003; or
     
    ii) the occurrence of an Event of Default.

The Debtor's use of Cash Collateral is be limited to the actual
and necessary expenditures itemized in a Budget based on these
weekly projections:

                             5-Jan      12-Jan      19-Jan
                             -----      ------      ------
  Inventory Balance         $9,796,841  $9,521,710  $9,227,524
  Loan Balance               7,132,090   7,132,090   6,960,264
  Cash Balance                 750,000     744,203     750,000
  Total Cash Requirements   $  674,289  $  570,608  $  426,270

                             26-Jan      2-Feb
                             ------      -----
  Inventory Balance          $8,927,748  $       0
  Loan Balance                6,716,849          0
  Cash Balance                  750,000  1,066,415
  Total Cash Requirements    $  372,029  $ 630,399

MJ Designs, L.P., filed for chapter 11 petition on December 13,
2002.  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.


MOSAIC GROUP: Secures OK to Hire Akin Gump as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave Mosaic Group (US) Inc., and its debtor-affiliates, its nod
of approval to retain Akin Gump Strauss Hauer & Feld LLP.  The
Debtors want to employ and retain Akin Gump Strauss Hauer & Feld
LLP as their bankruptcy counsel because of Akin Gump's
familiarity with the Debtors' operations and personnel acquired
from its prepetition representation of the Company as
restructuring counsel.

Akin Gump is expected to:

     (a) render legal advice with respect to the powers and
         duties of debtors that continue to operate their
         businesses and manage their properties as debtors in
         possession;

     (b) negotiate, prepare and file a plan of reorganization
         and disclosure statement in connection with such plan,
         and otherwise promote the financial rehabilitation of
         the Debtors;

     (c) take all necessary action to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any
         actions commenced against the Debtors, negotiations
         concerning all litigation in which the Debtors are or
         become involved, and the evaluation and objection to
         claims filed against the estates;

     (d) prepare, on behalf of the Debtors, all necessary
         applications, motions, answers, orders, reports and
         papers in connection with the administration of the
         estates herein, and appear on behalf of the Debtors at
         all Court hearings in connection with the Debtors'
         cases;

     (e) render legal advice and perform all other legal
         services in connection with the foregoing and in
         connection with these chapter 11 cases; and

     (f) perform all other necessary legal services.

The principal attorneys who will represent the Debtors in their
chapter 11 cases and their hourly rates are:

          David H. Botter     $450 per hour
          Charles R Gibbs     $600 per hour
          S. Margie Venus     $500 per hour
          David P. Simonds    $375 per hour
          Drake D. Foster     $230 per hour
          Rebecca Jonah       $200 per hour

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 represents 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.


NETIA: Receives Claim Challenging Shareholder Resolution
--------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), received a copy of the claim filed
by a minority shareholder, referred to previously in Netia's
press release dated August 2, 2002, alleging that the
distribution of the warrants to be issued by Netia under the
financial restructuring is harmful to the claimant.

In particular, the suit is requesting that sections 10, 11 and
13 of resolution number 2 adopted at the General Meeting of
Shareholders on April 4, 2002 be invalidated. Netia's Management
Board believes the claim to be unsubstantiated and expects to
petition for its dismissal. A copy of resolution number 2
adopted at the April 4, 2002 General Meeting of Shareholders is
available on the Company's Web site at http://www.netia.pl

Netia Holdings SA's 13.125% bonds due 2009 (NETH09NLN1), says
DebtTraders, are trading at about 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09NLN1
for real-time bond pricing.


NETIA HOLDINGS: Estimates Costs of Issuing New Shares at $17.6MM
----------------------------------------------------------------
Netia Holdings S.A., (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that the estimated cost
of issuing its new shares (series H, J and K) in connection with
Netia's on-going restructuring amount as of today to
approximately PLN 67 million (US$ 17.6 million).

The issuance costs include the costs of preparing and executing
the offering in the approximate amount of PLN 55 million (US$
14.5 million), the costs of preparing the Polish prospectus in
the approximate amount of PLN 8 million (US$ 2.1 million) and
other costs in the approximate amount of PLN 4 million (US$ 1.0
million).


NETIA HOLDINGS: Moody's Withdraws Ratings After Recapitalization
----------------------------------------------------------------
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that as of January 6,
2003, Moody's Investor Service withdrew all ratings assigned to
Netia and its subsidiaries, following Netia's recapitalization.


NEXTCARD INC: DoveBid Will Conduct Webcast Auction for Assets
-------------------------------------------------------------
DoveBid(R), Inc., a global provider of capital asset auction and
valuation services, will conduct a Webcast auction for NextCard,
Inc.  NextCard, Inc., operated as an online consumer credit card
issuer prior to the closure of its subsidiary, NextBank N.A., in
early 2002. The company filed for Chapter 11 bankruptcy
protection in November 2002.

The auction will be held on January 15, 2003 beginning at 9:00
a.m. Pacific Time at DoveBid, Inc's corporate headquarters in
Foster City, California. The sale will include high-end IT
equipment, servers, routers, computers, furniture, and telephone
equipment. To participate in the auction, buyers may bid live
via the Internet at http://www.dovebid.comor attend in person.  
To preview assets, please visit http://www.dovebid.comfor  
locations and dates.

DoveBid, Inc., is a global provider of capital asset auction and
valuation services to large corporations and financial
institutions. DoveBid delivers an integrated set of services to
its customers for the disposition, valuation and redeployment of
their surplus capital assets. DoveBid offers an array of auction
services to meet its customers' specific needs, including live
Webcast auctions, on-site-only auctions, featured online
auctions and privately negotiated sales. DoveBid Managed
Services offers clients a hosted, Internet-based application to
monitor surplus assets inside the corporation. DoveBid Valuation
Services uses its database of transaction information to provide
valuations of capital assets for financial institutions and
large businesses.

Headquartered in Foster City, California, DoveBid has over 65
years of auction experience in the capital asset industry with
more than 40 locations throughout North America, Europe and the
Asia-Pacific region. More information on DoveBid can be found at
http://www.dovebid.com


NORTHWEST AIRLINES: Will Host Earnings Conference Call on Jan 21
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will conduct a live audio
webcast of its conference call with the financial community and
news media on Tuesday, January 21, 2003 at 11:30 a.m. EST to
discuss the company's fourth quarter financial and operating
results. The webcast can be accessed at http://www.ir.nwa.com

The webcast replay will be available through January 28, 2003.

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 pertaining to Northwest, visit its Web site
at http://www.nwa.com

Northwest Airlines Inc.'s 9.875% bonds due 2007 (NWAC07USR2) are
trading at about 63 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC07USR2
for real-time bond pricing.


NORTHWESTERN CORP: Appoints Gray G. Drook as Chief Exec. Officer
----------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) elected Gary G. Drook,
chairman of the company's governance committee of the board of
directors, as interim chief executive officer.  Merle D. Lewis
is retiring as chairman of the board and chief executive
officer.

For the past six years, Drook has served as president and chief
executive officer, and remains a director, of AFFINA, Inc., a
Peoria, Ill., provider of customer relationship management
programs. Prior to joining AFFINA, Drook was president of
Network Services, Enhanced Business Services and Yellow Pages
for Ameritech Corporation where he was responsible for more than
38,500 employees. He has served as an independent member of
NorthWestern's board of directors since 1998.

"On behalf of the board of directors, I want to thank Merle for
his dedication to NorthWestern as the company has grown and
developed under his leadership," said Drook. "I am honored to be
named interim chief executive officer and look forward to
working with NorthWestern's 8,000 team members as we move the
company forward."

Lewis served as NorthWestern's chief executive officer since
February 1994 and chairman of the board since May 1998. He
joined the company in 1976 and was elected to the board of
directors in 1993.

"It has been an honor to work for more than 26 years at
NorthWestern, and I remain committed to the company," said
Lewis. "I am retiring from NorthWestern with pride, knowing that
we've assembled a superb team of hard working, energetic people
that are dedicated to the future success of the company."

NorthWestern also announced that Marilyn R. Seymann has been
elected interim non-executive chairman of the board of directors
and chairman of the board's governance committee. Seymann is
president and chief executive officer of M ONE, Inc., a
financial services consulting firm in Phoenix, Ariz. Seymann has
served on NorthWestern's board of directors since 2000.

NorthWestern Corporation is a leading provider of services and
solutions to more than 2 million customers across America in the
energy and communications sectors. NorthWestern's partner
businesses include NorthWestern Energy, a provider of
electricity, natural gas and related services to customers in
Montana, Nebraska and South Dakota; Expanets, the largest mid-
market provider of networked communications solutions and
services in the United States; and Blue Dot, a leading provider
of air conditioning, heating, plumbing and related services.

As reported in Troubled Company Reporter's January 3, 2003
edition, Standard & Poor's lowered its corporate credit rating
on electricity provider Northwestern Corp., to 'BB+' from
'BBB+', and at the same time assigned its 'BBB-' rating to
Northwestern's $390 million secured four-year bank loan and
other senior secured debt. The outlook remains negative.

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

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


OWENS CORNING: Selling Bradenton Plant Assets for $4.3 Million
--------------------------------------------------------------
Exterior Systems, Inc., successor by change of name to Norandex,
Inc., doing business as Norandex/Reynolds Distribution Co.,
designs and manufactures aluminum windows and patio door
products at manufacturing facilities located at 4504 30th Street
W. in Bradenton, Florida.

According to Norman L. Pernick, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, Exterior's only customer for window and
door products produced at the Bradenton Plant is Norandex, a
separate but unincorporated division of Exterior.
"Unfortunately, due to a number of factors, including the older
technology employed at the Bradenton Plant, Exterior has been
unable to operate the Bradenton Plant profitably," Mr. Pernick
explains.  As a result, Exterior wants to sell the Bradenton
Plant assets or, if a sale could not be consummated, close the
Bradenton Plant to limit its losses.

Throughout the past year, Mr. Pernick relates that Owens Corning
and its debtor-affiliates contacted and solicited levels of
interest for purchase of the Bradenton Plant from potential
purchasers that would have an interest in the assets.  The
Debtors marketed the transaction as a sale of the Bradenton
Plant's assets, together with a supply agreement with the
Debtors, whereby the Debtors would continue to purchase the
window and door products manufactured at the facility.  However,
all potential purchasers other than one either had no interest
in the transaction or lacked the financial wherewithal to close
on a sale.

Simonton Building Products, Inc., a party that had expressed
potential interest in purchasing the Bradenton Plant some years
ago, was determined to be the only viable purchaser.  Simonton
proposed an offer to purchase the tangible and intangible assets
located within or on the Bradenton Plant and used solely in
connection with the Debtors' business, as well as to enter into
a supply agreement with the Debtors.

Simonton's offer for the Assets resulted in the parties'
execution of a Asset Sale and Purchase Agreement, which provides
that:

  (a) The Debtors are to deliver to Simonton good and marketable
      title to the Assets, free and clear of all mortgages,
      pledges, encumbrances or liens.  The Assets include:

      (1) all machinery, equipment, furniture, motor vehicles,
          rolling stock inventory, supplies, data processing
          equipment, computers, computer programs, processes,
          research and development projects, design systems,
          among others;

      (2) patents, published books, manuscripts, catalogs,
          mailing lists and customer lists, and associated
          goodwill;

      (3) licenses, permits and franchises required by any
          governmental agency in connection with the "Seller's
          Business" (defined in the Agreement to constitute the
          design and manufacture of aluminum windows and patio
          door products) to the extent that same are legally
          assignable;

      (4) telephone numbers and extensions, facsimile machine
          numbers and post office boxes used solely in the
          Exterior's Business;

      (5) contracts, leases and agreements to which Debtors are
          a party or assignee related to Exterior's Business;

      (6) inventory or raw materials located within and on the
          Bradenton Plant, subject to certain restrictions;

      (7) books and records related to Exterior's Business and
          Assets as may be requested by Simonton per the
          Agreement; and

      (8) prepaid assets to the extent transferable and useable
          by Simonton;

  (b) The Assets do not include: the real estate and
      improvements thereon with respect to the Bradenton Plant;
      cash and cash equivalents, notes, drafts and accounts
      receivable, finished products, inventory of raw materials
      which the parties agree is unusable or obsolete prior to
      the execution of the Agreement and the J.D. Edwards End
      User Agreement;

  (c) The purchase price for the Assets is calculated as:

         (i) $4,351,500, subject to an adjustment to reflect any
             increase or decrease in inventory at closing;

        (ii) 3/12 x $4,000,000 x the three month LIBOR+1% (in
             effect on January 31, 2003);

       (iii) up to $50,000 per month for up to 3 months in order
             to offset operating losses between the execution of
             the Agreement and closing; and

        (iv) $50,000 on March 31, 2003 in consideration for
             Simonton's obligations of compensation to Business
             Employees.  The purchase price will be paid in
             immediately available funds;

  (d) Closing under the Agreement is subject to approval by the
      Court;

  (e) Closing will take place on April 30, 2003, unless extended
      by agreement of the parties;

  (f) At Closing, Exterior and Simonton will enter into a lease
      agreement pursuant to which the Bradenton Plant will be
      leased to Simonton;

  (g) The parties are to enter into a supply agreement by which
      Exterior will purchase specified amounts of window and
      door products from Simonton at same basic price structure
      as presently exists; and

  (h) The Agreement contains a liquidated damages provision by
      which Simonton is obligated to pay Exterior $4,000,000 in
      the event all conditions to Closing have been met by
      Exterior and Simonton elects not to close on the Closing
      Date or if Simonton does not meet all conditions to
      Closing by the Closing Date through no fault of Exterior.
      The Agreement contains a similar provision by which
      Exterior is obligated to pay Simonton liquidated damages
      in the amount of $100,000 in the event all conditions to
      Closing have been met by Simonton and Exterior elects not
      to close on the Closing Date or if Exterior does not meet
      all the conditions to Closing through no fault of
      Simonton.  In no event will liquidated damages be payable
      if Court approval of the Agreement is not obtained.

Mr. Pernick tells Judge Fitzgerald that there are no known
parties asserting liens on or interests in the Assets.

Accordingly, the Debtors seek, pursuant to Section 363 of the
Bankruptcy Code, the Court's authority to sell the Assets free
and clear of all liens, claims, and encumbrances, with any
liens, claims, and encumbrances to attach to the sale proceeds.  
The Debtors do not believe that the Assets are subject to any
liens, claims or encumbrances.  The Debtors also seek, pursuant
to Section 1146 of the Bankruptcy Code, exemption of the sale
from stamp or similar taxes.

Moreover, the Debtors ask Judge Fitzgerald's permission to
assume the Contracts and Leases and assign them to Simonton
pursuant to Sections 365(a) and (b) of the Bankruptcy Code on
payment of any applicable "cure" amounts.

Mr. Pernick asserts that Simonton'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
exceeds book value of the Assets by over $500,000.  Simonton's
offer also incorporates a supply agreement that permits Exterior
to purchase required window and door products at a favorable
pricing structure.  "Moreover, it prevents the shutdown of the
Bradenton Plant, preserves over 190 jobs and eliminates any
closing costs, including potential WARN Act liability and
unemployment claims," Mr. Pernick points out.  The purchase
price represents the fair and reasonable value for the Assets
derived through arm's-length negotiations.

Mr. Pernick assures Judge Fitzgerald that Simonton is not an
"insider" of any of the Debtors within the meaning of Section
101(31) of the Bankruptcy Code and is not controlled by, or
acting on behalf of, any insider of any of the Debtors.

The Debtors contend that the sale is a necessary step toward a
reorganization plan and, accordingly, should be exempt from
stamp tax or similar taxes. (Owens Corning Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


P-COM INC: Terminates Definitive Merger Agreement with Telaxis
--------------------------------------------------------------
P-Com, Inc. (Nasdaq:PCOM), a worldwide provider of wireless
telecom products and services, and Telaxis Communications
Corporation (Nasdaq:TLXS), a developer of wireless fiber optic
connectivity products, mutually terminated the definitive merger
agreement between the companies. The two companies are
continuing discussions relating to a possible merger or other
strategic transaction between the companies.

P-Com, Inc., develops, manufactures, and markets point-to-point,
point-to-multipoint, and spread spectrum wireless access systems
to the worldwide telecommunications market, and through its
wholly owned subsidiary, P-Com Network Services, Inc., provides
related installation support, engineering, program management
and maintenance support services to the telecommunications
industry in the United States. P-Com broadband wireless access
systems are designed to satisfy the high-speed, integrated
network requirements of Internet access associated with Business
to Business and E-Commerce business processes. Cellular and
personal communications service providers utilize P-Com point-
to-point systems to provide backhaul between base stations and
mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit http://www.p-com.com

Telaxis is developing its FiberLeap(TM) product family to enable
direct fiber optic connection to wireless access units and to
transparently transmit fiber optic signals over a wireless link
without the use of conventional modems. Taking advantage of
Telaxis' high-frequency millimeter-wave expertise, the
FiberLeap(TM) product family is being developed to use the large
amounts of unallocated spectrum above 40 GHz to provide data
rates of OC-3 (155 Mbps), OC-12 (622 Mbps), and Gigabit
Ethernet. Telaxis has recently demonstrated its initial
EtherLeap(TM) product, an 802.11-based Ethernet Local Area
Network (LAN) radio operating at millimeter-wave frequencies.
For more information visit http://www.tlxs.com

As reported in Troubled Company Reporter's November 26, 2002
edition, P-Com, Inc., received a waiver from Silicon Valley Bank
for a financial covenant non-compliance issue as of Sept. 30,
2002 under its $5 million credit facility with the bank.

P-Com reported in its 10-Q filing for Sept. 30, 2002 that it was
not in compliance with a covenant stipulating minimum revenue
levels achieved.


PEABODY ENERGY: S&P Rates $480 Mil. Secured Bank Facility at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured bank loan rating to coal producer Peabody Energy Corp.'s
$480 million secured revolving credit facility.

Standard & Poor's said that at the same time it has affirmed its
'BB' corporate credit rating on the St. Louis, Missouri-based
company. The outlook remains stable.

The facility is guaranteed by all of Peabody's restricted
subsidiaries except those at its 81.7%-owned Black Beauty Coal
Co. The facility is secured by a first-priority lien on
virtually all the assets of the restricted subsidiaries except
Black Beauty Coal Co. "Because specific assets secure the
facility, Standard & Poor's used its discrete asset methodology
to evaluate the collateral under a liquidation scenario", said
Standard & Poor's credit analyst Thomas Watters. "Although the
collateral will incur substantial devaluation in a default
scenario, Standard & Poor's expects there is a strong likelihood
secured creditors will realize full recovery of principal in
event of default or bankruptcy, assuming a fully drawn bank
facility".

Standard & Poor's said that its ratings on Peabody reflect the
company's leading market position, its substantial diversified
reserve base, and contractual sales. The ratings also reflect
its aggressive financial leverage, uncertainties pertaining to
its eastern coal operations, and the turbulence in the power
generation markets. Peabody is the world's largest private
sector coal producer, with approximately 194 million tons of
coal sold during 12 months ended December 31 2001.


PETROLEUM GEO-SERVICES: Fitch Cuts Junk Debt Rating to C
--------------------------------------------------------
Fitch Ratings downgraded Petroleum Geo-Services ASA senior
unsecured debt rating to 'C' from 'CCC' and downgraded PGO's
trust preferred securities to 'C' from 'CCC-'. The ratings have
been placed on Ratings Watch Negative.

The downgrade of PGO's ratings is subsequent to the company's
recent announcement that it will use the 30 day grace period for
payment of interest due December 30, 2002 related to PGO's
6-5/8% senior notes due 2008 and its 7-1/8% senior notes due
2028. Failure to make such payment within the 30 day grace
period will be considered to be an event of default, and the
rating will be lowered to 'D'. Should the coupon payment default
be cured in the grace period, a new rating will be assigned, but
reflective of the just cured default.

PGO also announced that it is deferring distribution payments on
the preferred securities issued by its wholly owned trust
subsidiary PGS Trust I. The deferral is made in accordance with
instrument covenants and the deferral period may extend for five
years. Within this five year deferral period, Fitch Ratings does
not consider nonpayment an event of default. Trust preferreds,
however, are debt and therefore upon expiration of the deferral
time period, nonpayment would result in a 'D' category rating.
Similarly, upon a bankruptcy filing such ratings would go to
'D'.

The ratings have been placed on Rating Watch Negative reflecting
the probability of PGO not making the previously mentioned
interest payment within the grace period, thereby resulting in
default. PGO is a technologically focused oilfield service
company principally involved in two businesses: geophysical
seismic services and production services. PGO acquires,
processes, manages and markets 3D, time-lapse and multicomponent
seismic data. This data is used by oil and gas companies in
exploration for new reserves, development of existing reservoirs
and management of producing oil and gas fields. In its
production services business PGO own and operates four FPSOs and
operates numerous offshore production facilities for oil and gas
companies to produce from offshore fields more cost effectively.


PLANGRAPHICS: Narrows Net Loss to $400K for Year Ended Sept. 30
---------------------------------------------------------------
PlanGraphics, Inc., an information technology company, is a
provider of business solutions to government and commercial
entities. Its solutions leverage the locational attributes of
information resources bringing strategic value and operational
efficiencies to its customer's enterprise. It provides web-
enabled solutions based on the advanced technologies of
geographic information systems, data warehouses and
repositories, electronic document management systems and
internal and external communication networks.

PlanGraphics revenues increased $519,540, or 7%, from $7,639,735
for the fiscal year ended September 30, 2001 to $8,159,275 for
the fiscal year ended September 30, 2002. The Company believes
its revenue growth was limited by several factors including:
delays in the start-up on certain contract awards and work
assignments that were held in abeyance in part as a reaction to
the attacks of September 11, 2001, the resultant slow down in
the economy in general, the failure of congress to enact many
agency appropriation bills with resultant impacts on budgets for
federal, state and local governments and, in significant part,
by changes in administration and administrative procedures by a
major local government customer. The delays impacted the
Company's revenue generation on projects, although it was able
to handle the constrained revenue with lower operating costs, (a
trend that it believes will continue into the next fiscal year),
while the Company awaited authorizations to proceed with work.

Total costs and expenses for the fiscal year ended September 30,
2002 amounted to $8,262,278, a decrease of $118,356, compared to
$8,380,634 for the fiscal year ended September 30, 2001. This 1%
decrease compares favorably to the 7% increase in revenue for
the period.

Operating loss for the fiscal year ended September 30, 2002 was
$103,003 compared to $740,899 for FY 2001, a reduction in
operating losses of $637,896. This reduction is a result of
increased revenues offset somewhat by a 2% increase in operating
costs and expenses.

Net loss for the fiscal year ended September 30, 2002 was
$393,120 compared to $1,123,602 for FY 2001, an overall decrease
of $730,482, or 65%. The decrease in net losses during 2002 was
primarily due to a $637,896 reduction in operating losses
coupled with the reduction in litigation settlement losses of
$76,344.

On March 11, 2002, acting on the direction and approval of the
Board of Directors, PlanGraphics informed BDO Seidman, LLP that
it was releasing them as the Company's independent public
accountants and selecting another firm for those services. The
Company's financial statements for the fiscal year ended
September 30, 2001, were audited by BDO Seidman, LLP, and the
reports of BDO Seidman, LLP on the Company's financial
statements for the fiscal years ended September 30, 2000 and
2001 stated:

     "The accompanying consolidated financial statements have
     been prepared assuming the Company will continue as a going
     concern. As discussed in Note 1 to the consolidated
     financial statements, the Company's significant operating
     losses and working capital deficiency raise substantial
     doubt about its ability to continue as a going concern.
     Management's plans regarding those matters are also
     described in Note 1. The financial statements do not
     include any adjustments that might result from the
     outcome of this uncertainty."

The decision to change accountants was recommended by
PlanGraphics' Audit Committee and made pursuant to the authority
granted by the Board of Directors. It was said by the Company to
be based on a review of a number of firms including BDO Seidman
and reflected a consideration of service levels, proximity to
the Company's operating centers and headquarters and anticipated
fees, among other factors.

On March 26, 2002 PlanGraphics engaged Grant Thornton LLP as its
independent certified public accountant.

The Auditors Report, as of September 30, 2002, of Grant Thornton
LLP of Cincinnati, Ohio, dated November 19, 2002, carried no
such statement of going concern.


PRIME GROUP: Repays $3 Mil. of Capital Preferred Growth Facility
----------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) repaid $3.0 million of the
Security Capital Preferred Growth facility from funds made
available from the previously-announced sale of Centre Square I,
a 93,711 square foot office building located in Knoxville,
Tennessee. "These transactions are representative of our
commitment to continue to dispose of non-core assets outside of
metropolitan Chicago, and reduce the Company's high-yielding
debt" stated Louis G. Conforti, Co-President and Chief Financial
Officer.

Prime Group Realty Trust is a fully-integrated, self-
administered, and self-managed real estate investment trust  
that owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company owns 15 office properties, including the recently
completed Dearborn Center development in downtown Chicago,
containing an aggregate of 7.8 million net rentable square feet
and 29 industrial properties containing an aggregate of 3.9
million net rentable square feet. In addition, the Company owns
202.1 acres of developable land and joint venture interests in
two office properties containing an aggregate of 1.3 million net
rentable square feet.

As reported in Troubled Company Reporter's December 20, 2002,
Prime Group Realty Trust's Board of Trustees approved the
Company's engagement of Merrill Lynch & Co., as its financial
advisor to assist in the Company's evaluation of its strategic
alternatives, including, but not limited to, a sale, merger or
other business combination involving the Company, or a sale of
some or all of the assets of the Company.

In a previous report, K Capital Partners, which holds an 18%
equity stake in the Company, urged Prime Group's Management and
the Board to pursue a liquidation of a substantial portion of
its real estate portfolio or a sale of the entire Company.

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


PRIMUS TELECOMMS: K. Paul Singh Discloses 6.23% Equity Stake
------------------------------------------------------------
K. Paul Singh beneficially owns 3,966,723 shares of the common
stock of Primus Telecommunications Group Inc., representing
6.23% of the outstanding common stock of the Company. The amount
held includes: (i) 2,894,023 shares owned directly by Mr. Singh;
(ii) 208,332 shares issuable to Mr. Singh upon the exercise of
options exercisable on or before March 1, 2002; (iii) 381,886
shares owned by members of Mr. Singh's family; (iv) 479,900
shares held by a private foundation of which Mr. Singh is the
president and a director, and (v) 2,582 shares which are held in
a 401(k) plan of which Mr. Singh is a beneficiary.

Mr. Singh holds sole powers to vote, or to direct the vote of,
and to dispose of, or to direct the disposition of, 3,486,823
such shares.  He shares the powers of voting and disposition
over the remaining 479,900 shares held.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL),
with a total shareholders' equity deficit of about $183 million
(as of September 30, 2002), is a global facilities-based Total
Service Provider offering bundled voice, data, Internet, digital
subscriber line, Web hosting, enhanced application, virtual
private network, and other value-added services. PRIMUS owns and
operates an extensive global backbone network of owned and
leased transmission facilities, including over 300 IP points-of-
presence throughout the world, ownership interests in over 23
undersea fiber optic cable systems, 19 international gateway and
domestic switches, a satellite earth station and a variety of
operating relationships that allow it to deliver traffic
worldwide. PRIMUS has been expanding its e-commerce and Internet
capabilities with the deployment of a global state-of-the-art
broadband fiber optic ATM+IP network. Founded in 1994 and based
in McLean, VA, PRIMUS serves corporate, small- and medium-sized
businesses, residential and data, ISP and telecommunication
carrier customers primarily located in the North America, Europe
and Asia Pacific regions of the world. News and information are
available at PRIMUS's Web site at http://www.primustel.com  


QWEST COMMS: Offers Competitive Long-Distance Plans in 8 States
---------------------------------------------------------------
Long-distance phone customers in eight Western states can now
benefit from Qwest Communications' (NYSE: Q) competitive, low
rates for residential and small business long-distance phone
service.  The service is available to customers in Colorado,
Idaho, Iowa, Nebraska, North Dakota, Utah, Washington and
Wyoming.

Starting January 7, 2003, customers can take advantage of plans
designed to meet specific customer calling needs.  With Qwest's
new long-distance offerings, the company continues to deliver
the Spirit of Service(TM) through simple pricing, the
convenience of one bill and additional savings for customers who
purchase a package of Qwest services.

In addition, Qwest long-distance customers will experience
exceptional service quality with clear and reliable calls,
simple bills and a renewed commitment to a great customer
experience.

"The availability of long-distance will allow us to provide our
customers with a full suite of services to stay in touch with
family and friends," said Annette Jacobs, president of Qwest
consumer markets group.  "We're proud to re-enter the long-
distance market, and look forward to providing our customers
with the savings, service and convenience they have come to
expect from Qwest."

"Offering an integrated voice solution is essential for Qwest to
remain competitive.  [Tues]day's announcement by Qwest gives the
company potential to deliver the comprehensive set of
communications solutions that consumers demand," said Meredith
Rosenberg, vice president, Yankee Group.  "Qwest now has the
opportunity to carry the Spirit of Service forward by offering a
desirable package of services on one bill, with one touch
customer service."

Qwest has created a variety of new long-distance service
offerings that allow customers to choose the plan that best
meets their needs.  Residential plan highlights include:

     If you talk a little:

    --  Qwest(R) 10 Cent Single Rate Plan -- All calls from home
        within the United States are $0.10 per minute, any time
        of day, any day of the week.  No minimums, no monthly
        service fees.

    --  Qwest 7 Cent Preferred Plan -- With 30 percent
        additional savings for customers who subscribe to a
        Qwest home phone service package, the Preferred plan
        offers state-to-state calls at $0.07 per minute, and
        $0.10 per minute for in-state calls with no minimums and
        no monthly service fees.

     If you talk a lot:

    --  Qwest 5 Cent Saver Plan(TM) -- Designed for customers
        who spend at least $10.00 per month.  State-to-state
        calls within the United States from your home are $0.05
        per minute, in-state calls are $0.10 per minute, with a
        $10.00 monthly minimum.

    --  Qwest Unlimited Long Distance Plan(TM) -- For frequent
        callers, Qwest offers unlimited direct-dialed voice
        calls from your home phone for one monthly fee of
        $34.95.

    --  Qwest Preferred Unlimited(TM) -- Additional savings for
        Qwest package customers delivers unlimited direct-dialed
        voice calls from your home for only $30.00 per month.

     For the small business, the company now offers:

    --  Qwest Long Distance Advantage (QLDA) Plan -- Targeted at
        businesses that spend anywhere from a few dollars to
        several thousand dollars per month on long-distance, the
        QLDA plan bases long-distance rates on term commitments
        and the total amount spent on Qwest services per month.  
        Customers agreeing to a one-year term can receive better
        rates.  QLDA offers small businesses the simplicity of
        one bill and the ability to aggregate all Qwest services
        and receive very competitive long-distance rates.

    --  In addition, businesses that sign-up for QLDA within the
        next 60 days may benefit from an introductory charter
        rate between five and six cents for state-to-state
        calls, depending on flexible monthly term and volume
        commitments.  These rates apply to direct dialed calls
        as well as inbound toll-free service.

Qwest expects to file for FCC approval in five additional states
including Arizona, Minnesota, New Mexico, Oregon and South
Dakota, in the first quarter of 2003.  Qwest has received FCC
approval to sell long-distance in the state of Montana, but has
not yet received the approval of the Montana Public Utility
Commission to price the service competitively.

For more information about Qwest, visit its Web site at
http://www.qwest.com

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

Qwest 7 Cent Preferred Plan and Qwest Preferred Unlimited Plan
available only to Qwest home phone services package customers.  
Unlimited Plan covers first 5000 minutes of residential, voice
use only at which point customer's use will be evaluated for
program continuance.  5 cent Saver plan requires minimum monthly
spending of $10.  Difference between actual usage charge and
$10 will be charged if minimum is not met.

Qwest Communications' 7.50% bonds due 2008 (Q08USR3) are trading
at about 86 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for  
real-time bond pricing.


RELIANCE GROUP: Delays Filing of SEC Form 10-Q for Sept. Quarter
----------------------------------------------------------------
Due to significant changes in Reliance Group Holdings, Inc.'s
operational (underwriting, claims), corporate (systems,
actuarial, financial) and organizational structure and staffing,
which occurred within the last half of 2000 and early 2001 as a
result of its decision to discontinue its ongoing insurance
business and commence run-off operations, RGH's accountants,
Deloitte & Touche LLP, have been unable to complete the work
necessary to complete their audit for fiscal year 2000.  "Until
that audit is completed, it will not be possible to prepare a
Form 10-Q for the quarter ended September 30, 2002," RGH
President and CEO Paul W. Zeller informs the Securities and
Exchange Commission.

RGH does not anticipate that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements for the
quarter ending September 30, 2002. (Reliance Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)     


RELIANT RESOURCES: Elects William L. Transier to Company's Board
----------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) elected William L.
Transier, a Houston oil and natural gas executive, to the
company's Board of Directors. Transier fills a newly created
position, expanding the company's Board to six members.

"We're honored to have an executive of Bill's caliber serve on
our board," said Steve Letbetter, Reliant Resources' chairman
and chief executive officer. "Bill has a wealth of business and
energy experience, and he is well known and highly regarded in
Houston and throughout the oil and gas sector."

Transier serves as executive vice president and chief financial
officer for Ocean Energy Inc., Houston.  In this role, he
oversees the functions associated with corporate treasury,
accounting, investor relations, corporate communications, human
resources, administration, tax, corporate planning, business
development and internal audit.  He was named to his current
position in 1999, following the merger between Ocean Energy and
Seagull Energy Corporation.

Prior to that time, Transier served as executive vice president
and chief financial officer for Seagull, and he was part of the
leadership team that successfully completed the merger with
Ocean Energy.  He originally joined Seagull in 1996 as senior
vice president and chief financial officer, where he was
immediately involved in the initiation and ultimate merger
between Seagull and Global Natural Resources.

Transier began his career in the audit department of KPMG LLP,
an international audit and business strategy consulting firm.  
During his tenure there, his executive positions included
partner, Securities and Exchange Commission reviewing partner,
and national director for the Energy Practice.

Transier graduated from the University of Texas in Austin with a
Bachelor of Business Administration degree and received his
Masters in Business Administration from Regis University.  He
also attended the International Program of Wharton Business
School and studied law at the University of Houston Law Center.

He is a director of Cal Dive International.  Transier also
serves on the boards of the Natural Gas Supply Association,
serving as its current chairman, and the Independent Petroleum
Association of America (IPAA).  His memberships include the
IPAA, the American Petroleum Institute, the American Institute
of Certified Public Accountants, and the Texas Society of CPAs.

Reliant Resources, based in Houston, Texas, provides electricity
and energy services to wholesale and retail customers in the
U.S. and Europe, marketing those services under the Reliant
Energy brand name. It has more than 21,000 megawatts of power
generation capacity in operation, under construction or under
contract in the U.S.  The company also has nearly 3,500
megawatts of power generation in operation in Western Europe.  
At the retail level, Reliant Resources provides a complete suite
of energy products and services to 1.7 million electricity
customers in Texas ranging from residences and small businesses
to large commercial, institutional and industrial customers.  
For more information, visit its Web site at
http://www.reliantresources.com


As reported in Troubled Company Reporter's November 29, 2002
edition, Reliant Resources, Inc.'s senior unsecured debt rating
was downgraded to 'B' from 'BB' by Fitch Ratings. The rating
remains on Rating Watch Negative pending the successful
completion of debt refinancing.

The downgrade reflects RRI's need to restructure or refinance
approximately $5.7 billion of outstanding corporate level bank
debt and synthetic lease obligations, including a $2.9 billion
bridge loan due February 2003 used to acquire the assets of
Orion Power Holdings. While the recent refinancing of
approximately $1.33 billion of ORN subsidiary level debt
completed an important first step in RRI's overall debt
restructuring plan, revised terms substantially restrict RRI's
ability to use cash from ORN to service RRI corporate level
debt. Moreover, the tightening bank credit environment for
energy merchants in general could frustrate RRI's efforts to
complete its planned global bank refinancing. RRI has publicly
acknowledged that a Chapter 11 reorganization is an alternative
if it is unable to extend its current bank exposure. Fitch notes
that RRI is able to offer its lenders a relatively extensive
collateral package, a factor that could ultimately enhance RRI's
ability to extend its bank maturities. Unencumbered assets
currently available to support a secured financing include RRI's
California and Florida based generation and its Midwest peaking
facilities. In addition, equity interests in both RRI's Texas
retail business and ORN could potentially be offered as
collateral.

The rating remains on Rating Watch Negative with further
downgrades likely by Fitch if RRI is unable to receive an
extension on its near-term maturing bank debt, specifically the
ORN bridge loan due February 2003. Alternatively, Fitch will
consider changing its Rating Watch status and/or raising RRI's
rating if the company is successful in reaching a revised bank
agreement which provides RRI with sufficient flexibility to
access the debt capital markets over time and ultimately reduce
its reliance on commercial bank borrowings.


RFS ECUSTA: Brings-In Troutman Sanders as Special Labor Counsel
---------------------------------------------------------------
RFS Ecusta Inc., along with RFS US Inc., want permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
Troutman Sanders LLP as their Special Labor Counsel, nunc pro
tunc to October 23, 2002.

The Debtors relate that Troutman Sanders has acted as labor and
employment counsel to the Debtors for the past ten months.  
Specifically, Troutman Sanders has represented the Debtors in a
prepetition labor relations suit brought by the Union and others
styled Local 2-1971 of PACE Internationsl Union, et al. v. RFS
Ecusta, Inc., et al., pending in the United States District
Court for the Western District of North Carolina.

The Debtors want to continue Troutman Sanders' engagement to
represent them in the Labor Suit and defend the charge filed
against the Debtors with the national Labor Relations Board,  
More specifically, Troutman Sanders will:

     a) provide legal advice and assistance to the Debtors on
        matters of labor and employment law and practice;

     b) represent the Debtors in all Union and employee
        negotiations and related matters regarding the CBA; and

     c) handling labor and employment litigation to which the
        Debtors are or may be parties, including the Labor Suit,
        to the extent such litigation is permitted to proceed.

Troutman Sanders will bill the Debtors for legal services on an
hourly basis:

          D. Eugene Webb, Jr.     $355 per hour
          Attorneys               $140 to $330 per hour
          Paralegal               $ 45 t0 $ 95 per hour

D. Eugene Webb, Jr., Esq., submits that Troutman Sanders is a
"disinterested person" as that phrase is defined in the
Bankruptcy Code.

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.


RITE AID CORP: Same Store Sales Up by 5.7% in December 2002
-----------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) announced sales results for
December.

                          Monthly Sales

For the four weeks ended December 28, 2002, same store sales
rose 5.7 percent over the prior-year period. Pharmacy same store
sales were up 9.1 percent, while front-end same store sales were
up 1.5 percent.

Total drugstore sales for the four-week period rose 2.9 percent
to $1.372 billion compared to $1.333 billion for the same period
last year. Prescription revenue accounted for 56.7 percent of
drugstore sales, and third party prescription revenue
represented 93.1 percent of pharmacy sales.

                   Year-to-Date Sales

Same store sales for the 43-week period ended December 28, 2002,
increased 7.2 percent, consisting of a 10.6 percent pharmacy
same store sales increase and a 1.9 percent increase in front-
end same store sales.

Total drugstore sales for the 43 weeks ended December 28, 2002
gained 4.6 percent to $13.015 billion from $12.441 billion in
last year's like period. Prescription revenue accounted for 62.9
percent of total drugstore sales, and third party prescription
revenue was 92.7 percent of pharmacy sales.

Rite Aid Corporation, with a total shareholders' equity deficit
of about $105 million (as of November 30, 2002), is one of the
nation's leading drugstore chains with annual revenues of more
than $15 billion. On December 28, 2002 Rite Aid operated 3,407
stores compared to 3,581 stores in the like period a year ago.


SAFETY-KLEEN: Court OKs Elgin Office Sale to GDT for $9 Million
---------------------------------------------------------------
Judge Peter Walsh authorized and approved (i) the sale by
Safety-Kleen Systems Inc., formerly known as Safety-Kleen Corp.,
of certain real property and improvements located in Elgin,
Illinois, to GDT GC1, LLC or another party submitting a higher
or better offer, if any, free and clear of all existing liens,
claims and encumbrances; (ii) for a determination that this sale
is exempt from any stamp, transfer, recording or similar tax;
(iii) to approve payment of a broker's fee; and (iv) to
authorize Safety-Kleen to assume and assign to the Buyer related
contracts and leases.

                       The Elgin Facility

Although the Debtors have marketed the Elgin Facility for more
than three years, and have had several prior offers, they have
only recently obtained a definitive sale agreement.  Completed
in 1993, the Elgin Facility is a 6-storey, Class A office
building located at 1000 North Randall Road in Elgin, Illinois.  
Situated on approximately 79 acres of net developable land, the
Elgin Facility contains approximately 280,000 square feet of net
rentable space, and an attached 6-storey parking structure.  The
sale includes personal property in the building.

The Elgin Facility served as the corporate headquarters of
Systems' predecessor, Safety-Kleen Corp., from 1993 until its
May 1998 merger with Laidlaw Environmental Services, Inc., and
the subsequent relocation of Safety-Kleen's corporate operations
to Columbia, South Carolina.  Currently, this Facility is vacant
and has been so since April 2000.  Even though the Elgin
Facility has no productive value for the Debtors, the Debtors
continue to be responsible for the carrying costs.  Accordingly,
the Debtors emphasize that a quick sale is necessary to assure
the greatest possible price for the Elgin Facility.

The Purchase Price for the Elgin Facility is $9,000,000.
(Safety-Kleen Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


SASKATCHEWAN WHEAT: Bank Group Supports Restructuring Proposal
--------------------------------------------------------------
Saskatchewan Wheat Pool provided an update on the status of its
efforts to restructure its senior secured debt and to obtain new
credit facilities to fund its long-term business plan.  In
accordance with its previously announced intentions, the company
has been engaged in discussions with its banks and with its
Medium Term Note holders, the latter through representatives of
an ad hoc committee of MTN holders formed in response to the
company's announced restructuring intentions.  

As a result of discussions to date, the company has developed a
preliminary restructuring and refinancing proposal for which its
existing bank group has expressed its support.  At this time,
however, the proposal is only a general working model and it
will not become binding until definitive terms and documentation
are negotiated and settled and internal bank approvals and MTN
approvals are obtained.  The proposal may also be modified as
the process of dialogue with representatives of the MTNs and
banks continues.

Under the proposal, the company's banks would fund its long-term
business plan by extending new senior secured credit facilities
of up to $375 million.  When combined with the proposed
conversion of a portion of the existing bank debt into new
public notes, as described below, the new credit facilities
would provide the company with substantial additional credit
availability as compared to the existing facilities.  In
addition to new working capital to fund the company's business
plan needs over time, the new facilities would be used initially
to finance the phase-out of the company's current securitization
program and to refinance existing bank debt which is not
converted into new public notes.   

The credit facilities would be comprised of: a new operating
facility in the maximum amount of $240 million; additional
seasonal availabilities of up to $35 million in portions of the
company's 2004 fiscal year; and a new $100 million senior
secured term loan maturing in July 2008.

"It is essential that we have the time and the necessary funding
in place to allow the company to deal with the severe impact of
two consecutive drought years, which to some extent will likely
continue to be felt for the next two fiscal periods," said Mayo
Schmidt, the Pool's CEO.  "These circumstances necessitate
substantial liquidity requirements, and the proposal
contemplates significant additional liquidity for the company.  
The company will continue to work hard to settle all
arrangements and obtain all necessary approvals."

The proposal also contemplates that a substantial portion of the
company's existing bank debt be converted into a new series of
public notes on a dollar-for-dollar basis.  The new notes would
also replace the existing $300 million of MTNs on the same
basis. The new notes would be issued in two series.   

The first series would mature with full principal payment on
July 2008 and pay semi-annual interest to maturity.  The second
series, which would represent the substantial majority of the
new notes, would mature with full principal payment on July 2008
and accrue nominal semi-annual interest until an interim step-up
becomes effective.  At maturity in 2008, the company could pay
the second series of notes in cash or, subject to having
previously obtained all necessary approvals and changes to its
corporate structure, in new shares of the company representing
most of the company's then outstanding voting and equity rights.

The company expects to continue to engage MTN representatives in
discussions with a view to seeking their support for the
proposed refinancing and restructuring.  The company anticipates
mailing its finalized proposal to MTN holders in mid-January and
holding a meeting for MTN approval of the proposed securities
exchange in the last week of January.  Proxies will be solicited
from MTN holders ahead of the meeting.  Further information
regarding the proposed meeting and voting process will be
announced when settled.   

Pending the completion of the process, the company's banks have
notified the company of their belief that the company is not in
compliance with certain non-financial terms of the existing
credit agreements.  The company has advised the banks that it
does not agree that there exist any actionable defaults.  The
banks have confirmed that their present intention is to hold off
acting on the alleged defaults on a day-by-day basis so long as,
among other things, the restructuring process is progressing to
their satisfaction and the restructuring is completed and
implemented by January 31, 2003.

As at December 31, 2002, the company's existing obligations
under the senior secured debts which are the focus of its
refinancing and restructuring efforts were approximately as
follows: senior bank term loan, $50 million; purchase money
security interest bank facility, $32 million; revolving bank
facilities, $71 million; MTNs, $300 million.  The projected
balances for these obligations at January 31, 2003 without
considering the effects of the proposed refinancing and
restructuring and based on current assumptions and conditions,
are approximately as follows: senior bank term loan, $50
million; purchase money security interest bank facility, $48
million; revolving bank facilities, $147 million; MTNs $300
million.  

Saskatchewan Wheat Pool is a publicly traded agribusiness
co-operative headquartered in Regina, Saskatchewan.  Anchored by
a prairie-wide grain handling and agri-products marketing
network, the Pool channels prairie production to end-use markets
in North America and around the world.  These operations are
complemented by value-added businesses and strategic alliances,
which allow the Pool to leverage its pivotal position between
prairie farmers and destination customers.  The Pool's Class B
shares are listed on the Toronto Stock Exchange under the symbol
SWP.B.


SILICON GRAPHICS: Settles Charges Filed by US Dept. of Justice
--------------------------------------------------------------
On December 20, 2002, Silicon Graphics Inc., announced an
agreement with the U.S. Department of Justice to settle charges
related to the 1996 sale of four deskside computers to a Russian
government laboratory. To settle these charges, the Company has
agreed to plead guilty to two violations of export licensing
regulations and pay a fine of $500,000 for each violation.

To initiate the settlement process, the U.S. Department of
Justice filed a criminal information on December 20, 2002 in the
United States District Court for the Northern District of
California. The settlement agreement with the U.S. Department of
Justice is expected to be filed and approved at a court hearing
on January 6, 2003.

The Company has also agreed to settle certain related
administrative claims with the U.S. Department of Commerce and
to pay penalties of approximately $182,000. The settlement
provides for a suspended denial order relating to Russia under
which the U.S. Department of Commerce will review certain
shipments by the Company to Russia for a period of three years.
The administrative fine also relates to administrative and
paperwork violations in connection with sales to several other
countries, which were identified and disclosed by the Company to
the U.S. Department of Commerce as a result of internal
compliance reviews.

The settlements, when final, will conclude the U.S. Departments
of Justice and Commerce investigations. The Company has
initiated communication with the principal U.S. government
customer agency that initially reviewed these matters in 1997.
The Company will work closely with its key customers to share
the facts of this case and to explain the enhanced export
compliance program the Company has put in place. The settlement
payments will not have a material financial impact on the
Company. Although there can be no assurance that the settlement
will not have an adverse effect on the Company's U.S. government
business, the Company does not believe the settlement should
have a significant impact on revenues or important customer
relationships.

Silicon Graphics Inc., is a leading provider of products,
services and solutions for use in high-performance computing,
visualization and the management of large-scale complex data. It
sells highly scalable servers, advanced visualization systems,
desktop workstations, storage solutions and a range of software
products which enable its customers in the scientific, technical
and creative communities to solve their most challenging
problems and provide them with strategic and competitive
advantages in their marketplace. It also offers a range of
technical solutions, including professional services, Reality
Center immersive visualization centers, customer support and
education. These products and services are targeted primarily
towards five market segments: Government and Defense, Science,
Manufacturing, Energy, and Media.

As previously reported, Standard & Poor's revised its outlook on
Silicon Graphics Inc., to positive from negative reflecting
SGI's recent progress in stabilizing its operations.

At the same time, Standard & Poor's affirmed its triple-'C'-
minus corporate credit rating on the Mountain View, California-
based company.


SLEEPMASTER FINANCE: Delaware Court to Consider Plan on Jan. 15
---------------------------------------------------------------
On November 22, 2002, the U.S. Bankruptcy Court for the District
of Delaware ruled on the adequacy of the First Amended
Disclosure Statement prepared by Sleepmaster Finance Corporation
and its debtor-affiliates.  The Court found that the Debtors'
Disclosure Statement contains adequate information explaining
the Plan in order for creditors to vote whether to accept or
reject the Plan.

A hearing to consider confirmation of the Debtors' Plan will
convene on January 15, 2003, at 9:30 a.m., before the Honorable
Mary F. Walrath.

Sleepmaster Finance Corporation filed for Chapter 11 protection
on November 16, 2001, disclosing estimated assets of $50,000 and
estimated debts of $1 to $10 million. Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young & Jones represents the Debtors
in their restructuring efforts.


SOLECTRON: Inks Pact to Acquire IBM Global Asset Recovery Assets
----------------------------------------------------------------
Solectron Corporation (NYSE: SLR) signed a definitive agreement
to acquire IBM's Global Asset Recovery operations in Raleigh,
N.C. Under the terms of the agreement, Solectron will strengthen
its asset-recovery capabilities in its Global Services business
unit, and expand its long-time relationship with IBM through a
three-year supply agreement. The transaction is expected to be
completed in February.

Under the terms of the agreement, Solectron will expand its
industry-leading post-manufacturing services offering with the
addition of IBM's asset-recovery capabilities, which include de-
manufacturing, remanufacturing, refurbishment, recycling and
disposal services. At the Raleigh location, IBM services PCs,
laptops, monitors, servers, printers, point-of-sale equipment
and storage products.

Solectron will fully integrate the IBM center into its existing
worldwide Solectron Global Services operations. Among its 47
post-manufacturing and contact-center services locations
worldwide, Solectron currently provides asset-recovery services
at its locations in Toronto; Lincoln, Calif.; Amsterdam,
Netherlands; and Jaguariuna, Brazil.

"We are very pleased to expand our long-time relationship with
IBM by adding this world-class asset-recovery center to our
expansive set of post-manufacturing services," said Bill
Mitchell, executive vice president and president of Solectron
Global Services. "This agreement allows Solectron to better
serve customers' complete product life-cycle needs as
legislative and business requirements that impact the
electronics industry continue to evolve."

As part of the agreement, Solectron will use the existing IBM
center in Raleigh, and acquire the related building, equipment
and fixed assets. Solectron will offer positions to the
approximately 250 IBM employees who support these operations.
Solectron currently has two other operations in Raleigh-Durham,
providing systems-manufacturing and post-manufacturing services.

Solectron Global Services provides a full range of post-
manufacturing services, including:  product repair, upgrades,
re-manufacturing and maintenance through factory and fast-hub
service centers located around the world; CRM and help-desk
support through customer call-in centers for end-users;
logistics and parts management; asset recovery; returns  
processing; warehousing; engineering change management and end-
of-life manufacturing.

Solectron -- http://www.solectron.com-- provides a full range  
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award. The company had sales of $12.3
billion in fiscal 2002.

                        *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings lowered Solectron Corporation's ratings as follows:
senior bank credit facility from 'BBB-' to 'BB', senior
unsecured debt from 'BBB-' to 'BB', and the Adjustable
Conversion Rate Equity Security Units from 'BB+' to 'B+'. The
Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


THOMSON KERNAGHAN: Hearing on Valentine's Case Set for Jan. 30
--------------------------------------------------------------
The Ontario Securities Commission has issued a further Notice of
Hearing and an amended Statement of Allegations against Mark
Edward Valentine. Valentine was the Chairman of Thomson
Kernaghan & Co. Ltd., which is now in bankruptcy.

On June 17, 2002 the Commission issued a temporary order
prohibiting Valentine from trading in securities with certain
exemptions and suspending his registration under Ontario
securities law. On July 8, 2002, the Commission extended the
temporary order until at least January 31, 2003 to allow Staff
to continue its investigation into the matters raised in the
Statement of Allegations.

A hearing will be held on Thursday, January 30, 2003, to
consider whether the temporary order should be further extended.
Staff of the Commission are requesting that the order be
extended to July 31, 2003, in order to permit them to continue
and complete their investigation.

In addition, new allegations have been added to the Statement of
Allegations which allege that Valentine has breached the
existing cease trade order by trading in futures contracts
listed on the Chicago Mercantile Exchange. Staff allege that
this violation occurred shortly after the Commission hearing in
July, 2002. As a result, Staff of the Commission are requesting
that Valentine not be granted any of the trading exemptions
which were provided in the original July cease trading order.

Copies of the Notice of Hearing and amended Statement of
Allegations are available on the Commission's Web site at
http://www.osc.gov.on.ca


TIGER TELEMATICS: Completes Phase 2 of Restructuring in Europe
--------------------------------------------------------------
Tiger Telematics, Inc. (OTC Bulletin Board: TIGR) --
http://www.tigertelematics.com-- headquartered here and with  
offices in London, UK, said it has completed phase two of a
restructuring of its European operations by selling the stock of
Tiger Telematics, Ltd to a Swedish firm Norrtulls Mobilextra
Aktiebolag of Stockholm, Sweden. Tiger did not sell the rights
to any of its new TT product line of telematics units. Norrtulls
has changed the name and is relocating the business to Sweden.

"The transaction, which closed in late December, was done to
sale the Scandinavian order book for EE product under our old
business model to allow Tiger to focus on Western Europe. We
will retain all rights to use the name Tiger Telematics. This in
no way affects any previously announced wireless carrier
agreements in England that are continuing with Tiger Telematics,
Europe, Ltd.  The transaction was completed in exchange for a
debt assumption and the establishment of a 10-year royalty
agreement," said Steve Carroll, a Director of Tiger Europe. "We
will enjoy income from the Scandinavian orders that can now be
better serviced by this Swedish based seller of  
telecommunications equipment. Tiger can now focus in Europe on
Western Europe with our subsidiary Tiger Europe, to concentrate
specifically on completing the development of its next
generation telematics product, concluding outstanding product
trials in England, and to market exclusively for England and
Western Europe. Tiger Europe will focus on the fleet vehicle and
rental car market and expects to announce trials in the next few
weeks from several major firms as soon as the oral agreements
can be documented."

"We can reduce our costs and debts and still enjoy revenue and
income from the royalty agreement. We wish them success in
getting the EE product in that market. Our business will focus
on England under our new business model where we have wireless
agreements and still improve our speed in coming to the market
with large fleet providers in England," advised Michael
Carrender, Chief Executive Officer of Tiger Telematics, Inc.
"Our core strategy is to sign multi-year agreements with
wireless carriers and major fleet operators under our fleet
service partnership program that enables fleet operators to gain
the benefits of telematic products with little or no upfront
costs. Fleet operators pay a monthly fee-per-vehicle in the
range of $30-$45 to their wireless carrier, who in turn share a
major portion of that revenue with us."

Tiger Telematics, Inc., is a designer, developer and marketer of
mobile telematic systems and services that combine global
positioning and voice recognition technology to locate and track
vehicles and people down to street level in countries throughout
the world. The systems are designed to operate on GSM, which is
the standard operating system for wireless carriers in the UK
and in Continental Europe, and are currently being marketed to
GSM current and potential subscribers, primarily by the
company's London-based subsidiaries.

At September 30, 2002, Tiger Telematics' balance sheet shows a
working capital deficit of about $700,000 and a total
shareholders' equity deficit of about $2.6 million.


TENNECO AUTOMOTIVE: Will Publish 4th Quarter Results by Feb. 4
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to issue its fourth quarter
2002 earnings news release before the market opens on Tuesday,
February 4, 2003, and hold a conference call that same day at
10:30 a.m. EST.  The purpose of the call is to discuss the
company's results of operations for the last fiscal quarter, as
well as other matters that may impact the company's outlook.

    News Release:    Before the market opens on Tuesday,
                     February 4, 2003. The news release will be
                     sent by email and fax to the Tenneco
                     Automotive investor distribution list and
                     will be available on First Call, PR
                     Newswire and the Tenneco Automotive Web
                     site.

    Conference Call: Tuesday, February 4, 2003
                     The conference call will be hosted by Mark
                     Frissora, chairman and CEO, and Mark
                     McCollum, senior vice president and chief
                     financial officer.

    Time:            10:30 a.m. Eastern time
                     9:30 a.m. Central time
                     Dial in 10 minutes prior to the start of
                     the call

    Phone Numbers:   888-809-8968 domestic
                     630-395-0038 international

    Passcode:        Tenneco Auto

    Conference Leader:  Leslie Hunziker

    Call Playback:   Available one hour following completion of
                     the call on Tuesday, February 4, 2003
                     through 5:00 p.m., February 11, 2003.  Call
                     800-284-7024 domestic or 402-220-9737
                     international Passcode:  8400

    Web Site Broadcast: http://www.tenneco-automotive.com
                     For a "listen only" broadcast, go to the
                     company's Web site, and select the "live
                     web cast" link.  Please go to the Web site
                     at least 15 minutes prior to the start
                     of the call to register, download and
                     install any necessary audio software.  A
                     replay of this call will also be available
                     on Tenneco Automotive's Web site.

Tenneco Automotive is a $3.4 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 21,000
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Reflex(TM) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(TM)
vibration control components.

                         *   *   *

As previously reported, Standard & Poor's lowered its corporate
credit rating on exhaust systems and ride control products
manufacturer Tenneco Automotive Inc., to single-'B' from single-
'B'-plus due to the company's continuing poor operating
performance and high debt levels.

The outlook is negative.


TRADERS INSURANCE: S&P Downgrades Counterparty Rating to Bpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Traders Insurance Co.,
to 'Bpi' from 'BBpi'.

"The rating action is based on the company's weak and volatile
operating performance, limited operating scope, and decline in
liquidity," said Standard & Poor's credit analyst Alan Koerber.

Based in Kansas City, Missouri, this stock company writes mainly
basic limits private passenger auto in Oklahoma, Missouri,
Kansas, and Indiana. Traders' products are distributed primarily
by independent agents. The company, which began business in
1982, is licensed in Arizona, Indiana, Iowa, Kansas, Missouri,
Nebraska, New Mexico, and Oklahoma. The company is 100% owned by
Concannon Group of Companies Inc. and is affiliated with
Professional Claims Inc., the only other wholly owned subsidiary
of the holding company. Traders is the parent company of Express
Auto Insurance Agency LLC.

Traders Insurance Co., is rated on a standalone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings
with a 'pi' subscript are reviewed annually based on a new
year's financial statements, but may be reviewed on an interim
basis if a major event that may affect the insurer's financial
security occurs. Ratings with a 'pi' subscript are not subject
to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


TWEETER HOME: 4th Quarter EBITDA Loan Covenant Violation Likely
---------------------------------------------------------------
Tweeter Home Entertainment Group, Inc., (Nasdaq: TWTR) announced
sales results for its first fiscal quarter ended December 31,
2002. Total revenue decreased 1% to $250 million from $252
million in the same period last year. Comparable store sales
decreased 10.4%, excluding the Hillcrest chain acquired on
March 1, 2002.

Jeffrey Stone, President and Chief Executive Officer, said, "As
we communicated just prior to Christmas, sales were weak in the
quarter and particularly weak in December. Although sales were
somewhat better the week after Christmas, they were not
dramatically better. We have moved on and are focused on the
current quarter's performance."

Stone continued, "The Company opened 9 new stores during the
first quarter and closed 2 stores bringing our total to 174
stores. Our plan for the remainder of the fiscal year is to open
3 new stores and relocate 1 store. This will result in a total
of 12 new stores in fiscal 2003, as we have cut 4 stores from
this year's opening plan based on the current economic climate."

Joe McGuire, Chief Financial Officer, said, "Long-term debt
finished the quarter at $35 million. We will likely fail a
financial covenant requiring our rolling 4-quarter EBITDA, as
defined in the loan agreement, to be at or above $40 million. We
are currently negotiating with our lender to receive a waiver.
Inventory finished at $164 million, or about $28 million higher
than projected due to the sales shortfall. We do not anticipate
any problem working this down during the course of the March
quarter, by reducing our open to buy dollars in January and
February. We are reiterating our revised guidance on EPS for the
December quarter at $0.20 to $0.25."

The company plans to release earnings for the quarter on
Thursday, January 30, 2003 at 8:00am EST. There will be a
conference call to discuss the release at 10:30am EST that same
day. The press release will be available for viewing or download
at our investor relations' Web site at http://www.twtr.comafter  
8:00am on Thursday, January 30, 2003. A live webcast of the call
will be available. To access the webcast, logon at  
http://www.streetevents.comor from the Company's investor  
relations Web site at http://www.twtr.com  There will be a  
brief presentation by Tweeter Home Entertainment Group
management followed by a Q&A session with institutional owners.
The conference call will be available for playback until Monday,
February 3, 2003 at 5:00pm.

Tweeter Home Entertainment Group, Inc., (NASDAQ: TWTR) was
founded in 1972 by current Chairman Sandy Bloomberg. Based in
Canton, Massachusetts, the Company is a specialty retailer of
mid- to high-end audio and video consumer electronics products.
The Company's fiscal 2002 revenues were $796 million. Tweeter
was named "Consumer Electronics Retailer of the Year" four out
of the past six years by Audio-Video International, "1999 Retail
Leader" by TWICE, and awarded Dealerscope's 1999 Dealer's Pride
award. Tweeter Home Entertainment Group, Inc. now operates 174
stores under the Tweeter, HiFi Buys, Sound Advice, Bang &
Olufsen, Electronic Interiors, Showcase Home Entertainment and
Hillcrest High Fidelity names in the New England, Texas,
Southern California, Mid-Atlantic, Chicago, Southeast, Florida
and Phoenix markets. The Company employs more than 3,700
associates.


TYCO INT'L: Caps $3.75 Billion Convertible Notes Offering Price
---------------------------------------------------------------
Tyco International Ltd., (NYSE - TYC, BSX - TYC, LSE - TYI)
agreed to privately place $2.5 billion principal amount of 2.75%
Series A Convertible Senior Debentures due 2018 and $1.25
billion principal amount of 3.125% Series B Convertible Senior
Debentures due 2023 through its wholly-owned subsidiary, Tyco
International Group S.A. The placement of the debentures is
expected to close on January 13, 2003.  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 up to 20% of additional debentures, which, if
exercised, would give Tyco additional net proceeds.

The Series A debentures will be convertible at a conversion
price of $22.7832 per share and the Series B debentures will be
convertible at a conversion price of $21.7476 per share. The
debentures are fully and unconditionally guaranteed by Tyco.  
Holders of the Series A debentures can require their repurchase
at five and ten years after issuance.  Holders of the Series B
debentures can require their repurchase at twelve years after
issuance.  The Series A debentures may not be redeemed by the
issuer during the first three years following issuance, and the
Series B debentures may not be redeemed by the issuer during the
first five years following issuance.

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.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the debentures in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

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.


UNITED AIRLINES: Applauds Ratifications of Interim Wage Cuts
------------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
commented on the ratification of an agreement on interim wage
reductions by the Air Line Pilots Association (ALPA), the union
representing United's pilots, the Transport Workers Union (TWU),
representing United's meteorologists, and the Professional
Airline Flight Control Association (PAFCA), representing
United's dispatchers.

Glenn Tilton, chairman, president and chief executive officer of
UAL, said, "ALPA's, TWU's and PAFCA's ratifications are
important steps forward as we work to transform United. We are
grateful to the unions' members for their support and for
demonstrating that the people of this company are committed to
making the tough choices and difficult sacrifices necessary for
United to emerge from Chapter 11 as a more competitive business.
We look forward to continued cooperation with all of our unions
and employee groups as we work to reach consensual agreements
that will help us redesign our business and compete more
effectively in the long term."

The wage reduction agreements were ratified by ALPA, TWU and
PAFCA in conjunction with UAL's filing of a conditional motion
under Section 1113(C) of the Bankruptcy Code as part of the
company's Chapter 11 case. The results of the Association of
Flight Attendants' (AFA) vote on ratification of their interim
wage reductions should be available shortly.

In addition, United has asked the court to impose interim wage
reductions under Section 1113(e) of the Bankruptcy Code for
employees represented by the International Association of
Machinists and Aerospace Workers (IAM) District 141 and 141-M,
because this union did not reach interim agreements on wage
reductions with the company. The Court is expected to rule on
UAL's 1113(e) motion against the IAM by January 10, 2003.
Pending Court approval of United's motion, the interim relief
will help the company meet the terms of its DIP financing and
provide more time for negotiation of long-term wage and work
rule changes between UAL and the unions.

United Airlines operates more than 1,700 flights a day on a
route network that spans the globe. News releases and other
information about United Airlines can be found at the company's
Web site at http://www.united.com

DebtTraders reports that United Airlines' 9.00% bonds due 2003
(UAL03USR1) are trading at about 8 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL03USR1for  
real-time bond pricing.


UNITED AIR: Whiteford Urges Company to Work with ALPA on Plan
-------------------------------------------------------------
The following is a statement by UAL-MEC Chairman Captain Paul
Whiteford in reaction to United's pilots' ratification of the
Interim Agreement with United Airlines:

"[Tues]day, our pilots, following the advice of their union
leadership, acted in good faith to accept an immediate 29
percent temporary wage cut that provides interim financial
assistance to help stabilize the Company in the initial months
of bankruptcy and to provide a substantial additional period for
further negotiations. Our union leadership now calls upon the
Company to reciprocate by working with ALPA on a plan to
reorganize the Company."

"We have been disappointed at management's approach to labor
discussions since the bankruptcy filing and we expect that this
significant pilot sacrifice will encourage the Company to engage
in a collaborative discussion over a reasonable economic
settlement of ALPA's contract."


UNITED AIRLINES: Wants Approval to Continue Key Employee Program
----------------------------------------------------------------
United Airlines has a critical need to retain key employees to
run its operations.  In recent months, the company's well-
publicized economic problems and bankruptcy prospects have
caused employee uncertainty.  A large number of employees
critical to the Debtors' continuing business have been actively
recruited, and/or have left the Company for alternative
employment both within and outside the airline industry.  The
Debtors have had great difficulty retaining those employees with
"mission critical" skills and competencies that will be needed
for a successful reorganization.

To combat against this, James H.M. Sprayregen, Esq., at Kirkland
& Ellis, tells the Court that the Debtors have developed a Key
Employee Retention Program to assist them in retaining their Key
Employees.  The KERP is comprised of two components: a retention
component and a severance component.  The cost of the retention
component is estimated to be approximately $32 million.  The
cost of the severance component could be as great as $75 million
depending on the extent the Debtors' operations are downsized.

The Debtors' ability to retain their Key Employees has been
hindered.  First, the Debtors' financial condition, combined
with public discussions of a Chapter 11 filing, have increased
employee anxiety.  Competitors (industry and geographic) have
already begun, and will continue to prey on these anxieties and
actively recruit the Debtors' Key Employees.  Second, because of
the Debtors' financial condition, most of the employees have
received "below market" pay for a period of time, and further
wage reductions have recently been announced.  Options to
purchase UAL stock, the annual incentives normally used to
address the disparity in compensation between the Key Employees
and similarly situated employees of other companies, are
substantially under water and for all practical purposes,
worthless.  Third, the employees' perception of their work
environment and job security is highly uncertain, leaving Key
Employees to feel vulnerable to employment termination and
having to secure a stable job elsewhere.

Traditionally, the rate of officer turnover has been about 2.5%
per year. However, during the 360-day period prior to the
Petition Date, the rate of officer turnover has exceeded 10%.
This four-fold increase in turnover has made many of the
Debtors' operations difficult and some impossible.  Further
officer turnover would jeopardize the Debtors' ability to
operate in and to successfully emerge from Chapter 11.

                            The KERP

Mr. Sprayregen explains that the Key Employee Retention Program
is essential for the Debtors to retain Key Employees.  The
Debtors' Key Employees are essential because they are
experienced and talented individuals who are intimately familiar
with the Debtors' businesses.  If any of the Key Employees were
to resign, it would be difficult and expensive for the Debtors
to hire qualified replacements.

The KERP is designed to provide incentives to retain the Key
Employees and motivate them to maximize the value of the
Debtors' estates.  At the same time, keeping in mind the
financial constraints under which the Debtors operate, the KERP
has been structured to avoid unnecessary or excessive incentives
and has been tailored to provide bonuses only to employees that
senior management truly believes are critical to the success of
these Chapter 11 Cases.

In developing the KERP, the Debtors and Towers, Perrin, Foster &
Crosby, analyzed the need for and merits of the program.  Based
upon an analysis of similar programs in other large Chapter 11
cases, the Debtors believe that their KERP is comparable in
design and scope.

The Debtors submit that the KERP is a good investment because
its cost is far less than the damage to the Debtors and their
estates that would result should the Key Employees leave the
Debtors.

The Retention Plan will provide cash bonus payments to encourage
Key Employees to continue their employment with the Debtors
until they complete critical implementation duties and
responsibilities in connection with the reorganization,
rebuilding, repositioning and recovery of the Debtors.

The Retention Plan is effective for the 24-month period
following the Petition Date.  Participation in the Retention
Plan is limited to active management employees who are formally
selected by the Debtors and the Chief Executive Officer of UAL
Corp. Selection of an employee, their bonus level and the dates
during which the employee will participate in the Retention Plan
will be provided to each participating employee in writing.

The retention bonus amount payable to participating employees
will be determined based on the Tier to which the employee has
been assigned and is computed by multiplying the employee's
Annual Base Pay by the bonus percentage assigned to the
employee, as follows:

     Tier           Percent of Annual Base Pay
     ----           --------------------------
     I                      75% - 125%
     II                     40% - 60%
     III                    25% - 35%
     IV                      5% - 20%

For other employees, assignment to a Tier and selection of a
corresponding bonus percentage will be determined by the CEO
based on the employee's mission critical skills, duties and/or
responsibilities necessary to achieve the Debtors' goals in
emerging from Chapter 11. An Officer's bonus percentage will be
determined by the Compensation Committee of the Board of
Directors of UAL Corporation.

In addition to the retention bonuses under the Retention Plan,
the CEO may award a discretionary retention or recognition bonus
to an employee. Any such awards may not, in the aggregate,
exceed $2,000,000.

No bonus will be paid to an employee who, prior to the date that
the bonus is payable under the Retention Plan (including any
date specified by the Debtor in the award notice):

  a) voluntarily terminates employment with the Debtors,
     including by furlough or retirement;

  b) voluntarily transfers to a non-eligible job classification,
     including a transfer to a position subject to a collective
     bargaining agreement;

  c) is involuntarily terminated for cause; or

  d) is on personal or educational leave.

                          Severance Policy

To effectively complete the financial recovery, full focus and
attention of the current executive team is needed.  A
competitive severance policy can be a strong retention device.
Providing executives with a defined severance policy will allow
executives to focus on the issues at hand, knowing that should
severance occur, they will be treated fairly and consistently.  
The Debtors believe that the Executive Severance Policy will
reduce the risk of eligible executives leaving the company out
of fear they will be terminated, with no benefits, during the
reorganization.

According to Mr. Sprayregen, the Severance Plan is essential to
minimize turnover and assure that the Company can operate in and
emerge from Chapter 11.  The Debtors' Key Employees are a
valuable asset not easily replaceable, even at substantially
higher costs.  They possess unique knowledge, skills,
experience, and customer and supplier relationships vital to the
business enterprise.  Their continued employment, dedication,
and motivation are essential to the preservation and prosperity
of the Debtors, and to the success of the Debtors'
reorganization. (United Airlines Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNITED AIRLINES: Commences Code-Sharing Flights with US Airways
---------------------------------------------------------------
United Airlines and US Airways began the next phase of their
marketing partnership with code-share flights available for
travel beginning.

Through code sharing, United customers now have additional
access to 14 cities in the East and Southeast. US Airways
customers now are able to travel to 10 new cities in the western
United States initially, including five cities currently not
served by US Airways: Oakland, Calif.; Portland, Ore.;
Sacramento, Calif.; Salt Lake City, Utah; and San Jose, Calif.
More code-share flights will be introduced later in January and
beyond.

United will continue to expand its network by placing its code
on US Airways flights within the eastern U.S. and on select
international flights including

US Airways' expanding Caribbean route network. US Airways will
add routing options and new destinations for customers whose
destinations are in the western U.S., as well as international
travelers headed for Asia, Europe, and Latin America.

Customers who are booked on code-share flights enjoy the economy
and convenience of single-airline ticketing and one-stop check-
in at the airport.

Additionally, as of Jan. 1, 2003, miles earned on US Airways
flights count toward elite status in United's Mileage Plus
program and United flight miles count toward preferred status in
US Airways' Dividend Miles program. Also, elite members who
already earn elite bonus miles in their frequent flier program
of choice will now earn the same elite bonus miles when flying
the other marketing partner.

United Mileage Plus Premier members will receive a 25 percent
mileage bonus on paid flights operated by US Airways. US Airways
Silver Preferred members will receive a 50 percent mileage bonus
on paid flights operated by United.

Premier Executive and Premier Executive 1K members will receive
a 100 percent mileage bonus on paid flights operated by US
Airways. US Airways Gold Preferred and Chairman's Preferred
members will receive a 100 percent mileage bonus on paid flights
operated by United.

                    Future Benefits

Beginning March 1, United Mileage Plus Premier members and US
Airways Dividend Miles Preferred members will have their elite
status recognized when flying on either of the two carriers with
the following benefits:

          Priority boarding
          Priority check-in lanes
          Priority waitlist
          Access to Preferred and Premier priority seat
               assignments

Also, beginning April 1, 2003, United Mileage Plus members and
US Airways Dividend Miles members will be able to reserve and
redeem award travel on either carrier. To redeem Mileage Plus
miles on US Airways flights, customers should call United
Reservations. Dividend Miles members redeeming miles on United
flights should call US Airways Reservations.

Customers should check their travel documents to determine the
operating carrier and terminal for their flight when traveling
on itineraries utilizing both US Airways and United. They will
be provided boarding passes upon check-in for each part of their
journey when checking in with either airline. For questions on
policies and procedures, customers should check with the
originating carrier.

United operates nearly 1,800 flights a day on a route network
that spans the globe. News releases and other information about
United may be found at the company's Web site at
http://www.united.com

US Airways, the US Airways Express carriers and US Airways
Shuttle offer service to 204 destinations worldwide. News
releases and other information about US Airways is available
online at http://www.usairways.com


US AIRWAYS: Wants to Pull Plug on 34 Aircraft Leases & Mortgages
----------------------------------------------------------------
US Airways Group seeks the Court's authority to reject and
terminate 9 Leases and 25 Mortgages, representing 34 aircraft
and their engines.  John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, tells Judge Mitchell that rejecting
these leases and mortgages would mean estimates savings at
$85,00,000 annually.

In addition, the Debtors ask the Court to modify the automatic
stay to allow Aircraft Creditors to exercise remedies against
Mortgaged Aircraft and Engines.  The Debtors ask seek Judge
Mitchell's permission to enter into New Leases.

Mr. Butler notes that the Leases and Mortgages, at the current
terms, are a burden on and a value destructive obligation of the
Debtors' estates.  The Debtors concluded that the cost
structures associated with the Existing Leases and Mortgaged
Aircraft are not at a level necessary for their business plan.  
However, as a result of arm's-length and good faith
negotiations, the Debtors have reached an agreement with the
Aircraft Creditors for New Leases with a cost structure that
meets the needs of their restructuring plan.

                        Disposition
Type of Old            of Old          New Monthly       Yearly
Agreement    Tail Nos. Mortgage/Lease  Lease Rate        Savings
-----------  --------- --------------  -----------       -------
Lease        N404US    Terminated       $360,000      $7,052,608
             N405US                     ($90,000
             N417US                      per plane)
             N418US

Lease        N406US    Terminated       $450,000      $9,739,831
             N409US                     ($90,000
             N425US                      per plane)
             N532US
             N533US

Mortgage     N421US    Terminated       $630,000      $9,143,400
             N422US                     ($90,000
             N423US                      per plane)
             N424US
             N529AU
             N530AU
             N531AU

Mortgage     N610AU    Terminated       $1,575,000   $24,485,053
             N611AU                     ($175,000
             N612AU                      per plane)
             N613AU
             N614AU
             N617AU
             N619AU
             N620AU
             N621AU

Mortgage     N625VJ   Terminated        $1,575,000   $35,452,503
             N626AU                     ($175,000
             N627AU                      per plane)
             N628AU
             N629AU
             N630AU
             N631AU
             N632AU
             N633AU

The New Leases will allow the Debtors to continue to use the
Aircraft and Engines at a reduced cost.  Therefore, the New
Leases are fair under the current circumstances. (US Airways
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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.


WESTPOINT STEVENS: S&P Plucks B/CCC+ Ratings from CreditWatch
-------------------------------------------------------------
WestPoint Stevens Inc., (NYSE: WXS)  --
http://www.westpointstevens.com-- announced that Standard &  
Poor's Ratings Service, following a review of WestPoint Stevens'
operations, has removed it from CreditWatch status and affirmed
the Company's "B" corporate credit rating and its "CCC+" senior
unsecured debt rating.

WestPoint Stevens anticipates releasing its fourth quarter 2002
results before the market on Tuesday, February 11, 2003.  A
conference call is scheduled for later that day at 11:00 AM to
discuss 2002 results and the Company's outlook for 2003.  To
access this call as a webcast, please go to
http://www.westpointstevens.com

WestPoint Stevens Inc., is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, VELLUX and CHATHAM -- all registered trademarks owned
by WestPoint Stevens Inc., and its subsidiaries -- and under
licensed brands including RALPH LAUREN HOME, DISNEY HOME,
SANDERSON, DESIGNERS GUILD, GLYNDA TURLEY and SIMMONS
BEAUTYREST.  WestPoint Stevens is also a manufacturer of the
MARTHA STEWART and JOE BOXER bed and bath lines.  WestPoint
Stevens can be found on the World Wide Web at
http://www.westpointstevens.com


WINSTAR: Trustee Wants to Examine Ex-Officers Under Rule 2004
-------------------------------------------------------------
Sheldon K. Rennie, Esq. at Fox, Rothschild, O'Brien & Frankel
LLP in Wilmington, Delaware, recounts that Winstar
Communications, Inc.'s Chapter 7 Trustee Christine C. Shubert
began an investigation concerning the abrupt termination of the
Debtors' businesses, as well as certain transactions between the
Debtors, the Debtors' insiders, and transactions between the
Debtors and certain other telecommunications entities whereby
the Debtors engaged in asset swaps, which generally entailed
selling their capacity on their telecommunications network to
another carrier and booking the revenue, while at the same time
buying a nearly identical amount from the other company; and
whether these transactions may have contributed to the abrupt
termination of the Debtors' businesses. These transactions
appear to be sham transactions whose true purpose was to create
false revenue growth, which was the measure many analysts and
investors used to judge the Debtors.  The Trustee's
investigation concerned transactions between the Debtors, the
Insiders and certain entities including Equity Broadcasting
Corporation, which include those transactions relating to a
certain purchase agreement among Winstar New Media Company,
Inc., Winstar Credit Corporation, Winstar Broadcasting
Corporation and Equity Broadcasting dated September 7, 2001, and
any amendments, and a release agreement among Winstar New Media,
Winstar Credit, Winstar Broadcasting and Equity Broadcasting
dated September 7, 2001, and any amendments.

To proceed with her investigation concerning the abrupt
termination of the Debtors' operations and the questionable
transactions between the Debtors, the Insiders, other
telecommunications companies and other potential entities,
including Equity Broadcasting, and to prosecute the resulting
causes of actions and claims held by the Debtors' estates, the
Trustee needs to examine documents and certain former officers
through an oral deposition.

Accordingly, the Trustee seeks the Court's permission to examine
these persons:

  -- Michael Grau, former Controller and Vice President of
     Finance of Winstar New Media Company, Inc.;

  -- Nathan Kantor, former President and Chief Operating Officer
     of Winstar Communications, Inc.; and

  -- Michael Benjamin, former Chief Financial Officer of Winstar
     New Media Company, Inc.

The Trustee believes that Messrs. Grau, Kantor and Benjamin know
all aspects of the Debtors' businesses and financing
arrangements and dealings with certain Insiders and third
parties, which will assist the Trustee with her investigation.
(Winstar Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


YUM! BRANDS: 4th Quarter U.S. Same Store Sales Slide-Down 1%
------------------------------------------------------------
Yum! Brands, Inc., (NYSE: YUM) reported fourth-quarter estimated
U.S. blended same-store sales at company restaurants decreased
1%. For the fourth quarter, estimated international system sales
increased 7% prior to foreign currency conversion or 9% after
conversion to U.S. dollars.

Estimated U.S. blended same-store sales at company restaurants
decreased 2% during the four-week period ended December 28, 2002
(Period 13). These results were affected by an unfavorable
holiday shift of 1 percentage point. Estimated International
system sales increased 8% prior to foreign currency conversion
or 11% after conversion to U.S. dollars.

The Thanksgiving holiday shifted to Period 13 this year for Taco
Bell and Pizza Hut. This negatively impacted their results by 4
points and 3 points respectively. Additionally, in Period 13,
for Taco Bell only, the Christmas holiday shifts to Period 1,
2003, favorably impacting Taco Bell's Period 13, 2002,
performance by a positive 4 points. Therefore, the overall
impact from holiday shifts to Taco Bell performance in Period
13, 2002, was zero.

Sales results for Period 1 (the four-week period ending January
25, 2003, for the U.S. businesses) will be released January 30,
2003. (Note: U.S. same-store sales include only company
restaurants that have been open one year or more. U.S. blended
same-store sales include KFC, Pizza Hut, and Taco Bell company-
owned restaurants only. U.S. same-store sales for Long John
Silver's and A&W are not included. International system sales
include sales from company, franchise, license, and joint-
venture restaurants.)

Yum! Brands, Inc., based in Louisville, Kentucky, is the world's
largest restaurant company in terms of system units with over
32,500 restaurants in more than 100 countries and territories.
Four of the company's restaurant brands -- KFC, Pizza Hut, Taco
Bell and Long John Silver's -- are the global leaders of the
chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Since 1919, A&W All-American Food has
been serving a signature frosty mug root beer float and all-
American pure-beef hamburgers and hot dogs, making it the
longest running quick-service franchise chain in America. Yum!
Brands is the worldwide leader in multibranding, which offers
consumers more choice and convenience at one restaurant location
from a combination of KFC, Taco Bell, Pizza Hut, A&W All-
American Food or Long John Silver's brands. The company and its
franchisees today operate over 1,800 multibranded restaurants,
generating nearly $2 billion in annual system sales. Outside the
United States, the company opens about three new restaurants
each day, 365 days a year, making it one of the fastest growing
retailers in the world. In 2002, the company changed its name to
Yum! Brands, Inc., from Tricon Global Restaurants to reflect its
expanding portfolio of brands and its ticker symbol on the New
York Stock Exchange.

                         *    *    *

As previously reported, Fitch Ratings assigned a BB+ rating to
Yum! Brands' proposed $350 million Senior Notes, while Standard
& Poor's gave the same debt issue its BB rating. Meanwhile, S&P
rates the Company's $1.4 billion senior unsecured bank facility
at BB.


* O'Melveny & Myers Appoints Thirteen Attorneys as Partners
-----------------------------------------------------------
With an eye to the future success of the firm and to
uncompromising excellence in client service, O'Melveny & Myers
LLP has appointed thirteen attorneys at the firm to become
partners in 2003.

"Attorneys and business professionals at O'Melveny & Myers are
focused on excellent client service and dedication to making our
enterprise the successful global legal services firm we are,"
said Arthur B. Culvahouse, chairman of O'Melveny & Myers. "The
individuals recently honored by being chosen partners at the
firm earned this distinction and this role after years of
professional accomplishment and leadership. Their strong values
and their dedication to uncompromising excellence in their work
and in their lives make me proud to have them as partners."

Century City-based new partners are:

Carol A. Johnston, a trusts and estates attorney in the Tax
Department, who has been with the firm since 1986. Her practice
focuses on the representation of high net worth individuals in
estate and tax planning matters and fiduciaries in large estate
and trust administrations. Johnston earned her J.D. from the
University of Chicago and her B.A. from Middlebury College.

Robert C. Welsh, whose litigation practice centers around
intellectual property disputes (principally copyright, trademark
and trade secret), entertainment litigation, and licensing
disputes. Welsh earned his J.D. from UCLA and joined the firm in
2002. His Ph.D. in political science, his M.A. and his B.A. were
all earned from the University of California, Santa Barbara.

Washington, D.C.-based new partners are:

Evelyn L. Becker, whose practice focuses on employment and class
action litigation. Prior to joining the firm in 1993, Becker
earned her J.D. from the University of Chicago and her B.A. from
the University of Southern California.

K. Lee Blalack, a member of the Litigation Department and
Strategic Counseling Group, whose practice focuses primarily on
representing targets of congressional and regulatory
investigations. Prior to joining the firm in 2000, Blalack
served as the Chief Counsel and Staff Director of the U.S.
Senate's Permanent Subcommittee on Investigations. He also
served as a counsel to the U.S. Senate's Committee on
Governmental Affairs. Blalack earned his J.D., his M.A. and his
B.A. from the University of Memphis.

Brian P. Brooks, whose practice focuses on complex regulatory
and litigation matters (particularly class actions) in the
financial services arena. Brooks earned his J.D. from the
University of Chicago and his A.B. from Harvard University prior
to joining the firm in 1994.

Los Angeles-based new partners are:

Carolyn J. Kubota, who joined the firm's White Collar Crime and
Regulatory Defense Group of the Los Angeles office in January
2000. Before joining the firm, Kubota served as an Assistant
United States Attorney in the Los Angeles U.S. Attorney's
Office. Kubota earned her J.D. and her B.A. from Cornell
University.

Thomas M. Riordan, who joined the firm in 1995 and practices in
the Litigation Department. He has been involved in business and
constitutional litigation for a number of the firm's large- and
mid-size corporate and government clients. Riordan earned his
J.D. from the Loyola Law School of Los Angeles and his B.A. from
the University of Iowa.

Paul Salvaty, whose practice is focused on complex commercial
litigation and media law. Salvaty earned his J.D. from Hastings
College of the Law and his B.A. from the University of Notre
Dame prior to joining the firm in 1996.

New York-based new partners are:

Antonio A. Del Pino, who advises clients in cross-border
acquisitions, financings, and project development transactions.
He has also represented several Latin American governments in
the privatization of their telecom and water sectors. Del Pino
earned his J.D. from New York University and his B.A. from
Fordham University prior to joining the firm in 1996.

Jill Irvin, a member of the Mergers and Acquisitions Group
focusing on private equity transactions. Irvin earned her J.D.
from the University of Michigan Law School and her B.B.A. from
the University of Iowa. Prior to joining the firm in 1996, Irvin
served on the staff of now-U.S. Senate Finance Committee
Chairman and U.S. Senator Charles E. Grassley (R-Iowa).

Claudia E. Ray, a member of the firm's Intellectual Property &
Technology Department. Her practice focuses on copyright and
trademark litigation and counseling, privacy and defamation law,
Internet law, and international dispute resolution. Prior to
joining the firm in 1992, Ray earned her J.D. from New York
University and her B.A. from Macalester College.

Internationally-based new partners are:

Douglas C. Freeman, whose practice areas include private equity
transactions and public and private mergers and acquisitions.
Soon, Freeman will relocate to the firm's Hong Kong office to
specialize in Asia-based private equity transactions. Freeman
joined O'Melveny & Myers in connection with its merger with
O'Sullivan LLP last year. He earned his J.D. from Harvard Law
School and his B.A. from Tufts University.

Stella S. Leung, who is based in Shanghai and whose practice
focuses on cross-border corporate matters and international IPO
transactions. Before joining O'Melveny in 1999, she spent two
years outside the practice of law, serving as a Vice President
in the corporate finance department of FB Gemini Limited in Hong
Kong. Leung earned her J.D. from the University of Texas Law
School and her B.A. from Concordia College (Minnesota).

O'Melveny & Myers LLP is one of the world's most successful and
enterprising law firms. Established in 1885, the firm maintains
14 offices around the world, with more than 900 attorneys
globally. As one of the world's largest law firms, O'Melveny &
Myers' capabilities span virtually every area of legal practice,
including Mergers and Acquisitions/Private Equity; Capital
Markets; Finance and Restructuring; Entertainment and Media;
Intellectual Property and Technology; Trade and International
Law; Labor and Employment; Litigation; White Collar and
Regulatory Defense; Project Development and Real Estate;
Securities; Tax; Transactions; and Bankruptcy.


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

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    16 - 18        +2
Finova Group          7.5%    due 2009    34 - 36        +0.5
Freeport-McMoran      7.5%    due 2006    92 - 94        0
Global Crossing Hldgs9 .5%    due 2009     3 - 4         0
Globalstar            11.375% due 2004   8.5 - 9.5       0
Lucent Technologies   6.45%   due 2029    51 - 53        +8
Polaroid Corporation  6.75%   due 2002   3.5 - 5.5       +0.5
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    30 - 32        +1
Xerox Corporation     8.0%    due 2027    58 - 60        +3

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

                          *********

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

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

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

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

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

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

                          *********

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

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

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***