TCR_Public/030113.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 13, 2003, Vol. 7, No. 8

                          Headlines

ADELPHIA: SDNY Court Extends Schedule Filing Period to April 23
ADELPHIA COMM: Shareholders Press for Meeting to Elect Directors
ADVANCED LIGHTING: Commences Trading on OTCBB Effective Jan. 10
ALLEGHENY ENERGY: Fitch Cuts Several Ratings on Company & Units
AMERICAN MEDICAL: Falls Short of Nasdaq's Listing Requirements

AMERICAN PAD: Section 341 Meeting to Convene on January 27, 2003
AMERICA WEST: Says Fare Restructuring Is Broader Than Others'
AMERIPOL SYNPOL: Bringing-In Jenkens & Gilchrist as Attorneys
A NOVO BROADBAND: Committee Hires Klehr Harrison as Counsel
ARCH WIRELESS: Provides Financial Guidance for 2003

AVADO BRANDS: Makes Interest Payment on 11-3/4% Senior Sub Notes
AVATEX CORP: Brings-In Weil Gotshal to Serve as Special Counsel
BUDGET GROUP: Lazard Seeks Nod for $4.4MM Sale Transaction Fee
CABLE SATISFACTION: S&P Ratchets L-T Credit Rating Down to CCC-
CASCADES: S&P Rates Corp. Credit & Sr. Unsecured Notes at BB+

CD WAREHOUSE: Selling Substantially All Assets by January 24
CENTENNIAL HEALTHCARE: Look for Schedules & Statements by Feb 14
CLICKNSETTLE: Will Discuss Listing Status with Nasdaq on Jan. 30
CMS ENERGY: Fitch Says $1.8B Asset Sale Positive for the Company
COLD METAL: Secures Extension to April 14 to File Reorg. Plan

COMMANDER AIRCRAFT: Gets Access to $50K DIP Loan Until Feb. 15
CONSECO INC: Hires PricewaterhouseCoopers as Accountants
CONTINENTAL AIRLINES: Q4 Web Conference Call Set for January 15
DELTA AIR LINES: Intends to Cut Around 8,000 Jobs by May 1, 2003
DELTA AIR LINES: Expanding Dallas/Fort Worth Hub this Spring

EES COKE: Fitch Changes CCC Rating Watch Status to Positive
ENRON CORP: Court Okays EPHC's Settlement Agreement with EPKK
EOTT: Gets Approval to Implement Enron Employee Transition Plan
EXIDE TECHNOLOGIES: Committee Hires Sonnenschein to Sue Lenders
FISHER SCIENTIFIC: Will Issue $200M of Senior Subordinated Notes

FUTURE BEEF: Creekstone Farms Purchases $100MM Plant in Kansas
GENESIS HEALTH: Expect First Quarter Results on February 3
GENTEK INC: Court Okays Retention of Bayard as Special Counsel
GENUITY: Hires Ropes & Gray as Interim Bankruptcy Counsel
GRANGE MUTUAL: Oregon Court Confirms Insurer's Chapter 11 Plan

GREAT LAKES: Reports Preliminary December Traffic Results
HEADLINE MEDIA: 2002 Balance Sheet Upside Down By $3 Million
HOST MARRIOTT POOL: Class F & G Note Ratings Cut to Low-B Level
IMC GLOBAL: Selling Colorado Assets to AmerAlia Unit For $20MM+
INTEGRATED TELECOM: Court Denies Motion to Dismiss Case

J. CREW GROUP: December 2002 Revenues Up By 5.9%
KAISER: Retired Employees Seek Reactivation to Core Group List
KEMPER INSURANCE: S&P Cuts Ratings to BB+ over Management Change
KMART CORP: Court Approves S&P Corporate Value's Engagement
LUCENT TECH: Will Host Webcast to Discuss Q1 Results on Jan. 22

LUMENON: Will Likely File If Unable to Restructure Notes
N2H2: First Quarter 2003 Results Webcast Scheduled for Jan. 23
NAT'L CENTURY: Taps Williams & Prochaska as Litigation Counsel
NATIONAL STEEL: Settlement Pact with Russel Parties Approved
NATIONAL STEEL: USWA Supports U.S. Steel's Buyout Offer

NATIONSLINK: Fitch Affirms Certain Series 1999-1 Note Ratings
NETZEE INC: Terminates SEC Reporting and Proceeds to Liquidate
OWENS CORNING: Inks Stipulation Resolving Crompton Corp.'s Claim
PACIFIC GAS: Wants Exclusive Period Extended through April 30
PERMAGRAIN PRODUCTS: Creditors Meeting Tomorrow in Philadelphia

REMINGTON ARMS: S&P Assigns B+ Corporate Credit Rating
RENT-WAY: S&P Further Junks Corp. Credit & Bank Loan Ratings
SOLUTIA INC: Sees Loss in Fourth Quarter Operating Results
SYNSORB BIOTECH: Icoworks to Auction Pharmaceutical Mfg. Assets
THAON COMMS: Executes Reverse Split as Part of Restructuring

TYCO INT'L: Using Cash to Purchase Convertible Debentures
UNIFORET INC: Confirmation Hearing on CCAA Plan Set for March
UNITED AIRLINES: Honoring Prepetition Employee Obligations
U.S. STEEL: Acquiring National Steel's Assets for $950 Million
U.S. STEEL: On Watch Neg. over Planned Nat'l Steel Asset Buy-Out

U.S. STEEL: Fitch Places Senior Debt Ratings on Watch Negative
VANGUARD HEALTH: S&P Downgrades Corp. Credit Rating to B from B+
WHEELING-PITTSBURGH: Overview of Chapter 11 Reorganization Plan
WINDHAM COMMUNITY: S&P Cuts Bonds Rating to BB+ from BBB-
WORLDCOM: Court Okays Rejection of North Pacific Cable Pacts

WORLDCOM INC: Attorneys File Mass Arbitration Claim Today

* BOND PRICING: For the week of January 13 - 17, 2003

                          *********

ADELPHIA: SDNY Court Extends Schedule Filing Period to April 23
---------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York extends Adelphia Communications and its
debtor-affiliates' deadline to file their list of creditors,
list of equity security holders, schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs to April 23, 2003.
(Adelphia Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMM: Shareholders Press for Meeting to Elect Directors
----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 bankruptcy proceedings of Adelphia Communications Corp., has
filed a suit seeking to compel the company to hold a
shareholders' meeting to elect directors and to prevent the
incumbent Board from influencing the outcome of the election by
voting the shares of the Rigas family.

The Equity Committee is seeking a "clean break" from the past
failures of oversight and corporate governance that allegedly
allowed the Rigas family members to loot billions of dollars
from the company. The suit, filed in the U.S. Bankruptcy Court
for the Southern District of New York, requests an order
requiring Adelphia to call and hold a shareholders' meeting "at
the earliest practicable time" to permit the shareholders, who
are not affiliated with the Rigas family, to exercise their
corporate governance rights.

According to the Equity Committee appointed by the Bankruptcy
Court to represent the company's shareholders, the shareholders
have much to gain from the successful rehabilitation of the
company. The shareholders' equity interests were valued in
excess of $5.8 billion, at June 25, 2002, according to
Adelphia's bankruptcy petition. The Equity Committee believes
that today's values are even greater.

The Equity Committee's Co-chairmen, Van Greenfield, managing
member of Blue River Capital, LLC and Leonard Tow, emphasized
that the suit and companion motion seeking an expedited ruling
from the court will not affect Adelphia's day-to-day business
operations.

"Shareholders are entitled to exercise their corporate
governance rights and elect a board of directors of their
choice. This suit is solely to allow the proper exercising of
these rights," according to the co-chairmen.

The Equity Committee includes five of the largest holders of
Adelphia's stock, none of whom are affiliated with the Rigas
family. Its members represent the interests of preferred and
common shareholders who have contributed billions of dollars to
Adelphia in the form of cash and other assets

The Equity Committee's motion is scheduled to be heard by Robert
Gerber, the United States Bankruptcy Judge presiding over
Adelphia's case in New York. The Equity Committee is represented
by Sidley Austin Brown & Wood, LLP, led by two of its bankruptcy
specialists -- Bryan Krakauer, a partner in its Chicago office,
and Norman Kinel, a partner in its New York office.


ADVANCED LIGHTING: Commences Trading on OTCBB Effective Jan. 10
---------------------------------------------------------------
Advanced Lighting Technologies, Inc., announced that, on
January 8, 2003, it received a determination from a Nasdaq
Listing Qualifications Panel that its Common Shares would be
delisted by the Nasdaq National Market effective the open of
business on Friday January 10, 2003. The Company had requested
continued listing since, as noted by the Panel, the Company does
not meet the requirements for continued listing on the Nasdaq
SmallCap Market.

The Panel decision indicates that the Company's common shares
will be immediately eligible for quotation on the OTC Bulletin
Board effective with the open of business on January 10, 2003.
The OTC Bulletin Board symbol assigned to the Company is ADLT.
No application for inclusion on the OTC Bulletin Board is
required, provided a market maker enters a quote on the first
day of eligibility.

The Nasdaq Listing and Hearing Review Council may decide on its
own to review the Panel's determination on or before
February 22, 2003, and the Company would be notified of any such
review. Review by the Nasdaq Listing and Hearing Council would
not delay the delisting.

Advanced Lighting Technologies, Inc. is an innovation-driven
designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems and
equipment. The Company also develops, manufactures, and markets
passive optical telecommunications devices, components, and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc.

                          *    *    *

As reported in the Troubled Company Reporter's November 21, 2002
edition, the Company had an agreement with the banks under the
Company's Bank Credit Facility to continue to provide financing
until March 31, 2003, despite an existing Event of Default under
the facility. The agreement will remain in place so long as
there are no further defaults and the Company's other lenders do
not take certain actions adverse to the Company. The Company is
currently seeking alternative financing sources. The holders of
the Company's 8% Senior Notes have the right to accelerate the
$100 million principal amount of the 8% Senior Notes. If the
Company is unable to negotiate agreements with existing or
replacement lenders and Note holders, which permit it to
continue to execute its operating plans, the Company may be
forced to seek protection under the bankruptcy laws. As
discussed in the Company's SEC filings, covenants in the
Company's bank credit facility, the indenture relating to the
Company's 8% Senior Notes and the Company's agreements with
General Electric Company limit certain corporate actions. As a
result, implementation of certain strategic alternatives may
require consent or require replacement of these ADLT financing
sources. The Company has no assurance that such consents or
replacement financing can be obtained in a manner to permit
timely implementation of these strategic alternatives.

Advanced Lighting's September 30, 2002 balance sheet show that
total current liabilities exceeded total current assets by about
$100 million.


ALLEGHENY ENERGY: Fitch Cuts Several Ratings on Company & Units
---------------------------------------------------------------
Fitch Ratings lowered the ratings of Allegheny Energy, Inc., and
its subsidiaries, Allegheny Energy Supply Co. LLC, Monongahela
Power Company, Potomac Edison Company, West Penn Power Company,
Allegheny Generating Company and AE Supply's special purpose
entity Allegheny Energy Supply Statutory Trust 2001. The ratings
of the above entities remain on Rating Watch Negative.

The rating downgrade of AYE and AE Supply assumes that AE Supply
will successfully complete negotiations with its banks to
replace existing credit facilities with new secured bank
facilities. Currently, defaults on existing bank facilities of
AE supply and AGC are waived until January 14, 2003. AE Supply's
new ratings consider the expected subordination of its senior
unsecured debt to approximately $1.8 billion of new secured bank
financing. The new ratings also incorporate Fitch's view that AE
Supply's continued solvency over the next two years will depend
on a stabilizing economy and recovering wholesale energy
markets, the smooth restructuring of its trading operations and
access to additional sources of funding or asset sales proceeds
to repay secured loans. Positively, the majority of AE Supply's
revenues going forward is projected to come from supplying the
provider of last resort obligation load to its regulated utility
affiliates, since the contribution from trading and marketing
activities will fall precipitously compared to previous
forecasts. Fitch expects AE Supply's coverage ratios to be
around the 1.5 times range and its debt-to-EBITDA ratio to be
above 8x due to higher leverage and interest expenses. While new
secured bank loan facilities are expected to have a priority
position relative to existing unsecured creditors, there appears
to be adequate asset coverage for the aggregate of over $3.5
billion of total debt (secured and unsecured) even taking into
consideration reduced market valuations and constrained
liquidity in the power market.

AYE's ratings are based on the collective cash flows of its
three regulated utility companies, WP, MP, and PE, and those of
unregulated generation company Allegheny Energy Supply. AYE's
downgrade reflects the weakened profile of AE Supply and AYE's
potential exposures to AE Supply through $230 million of
financial guarantees. AE Supply is expected to contribute to
about 50% of consolidated EBITDA in 2003. The other half of
AYE's consolidated EBITDA is derived from the stable and
predictable revenue stream of regulated utilities, which have
limited exposure to supply and market price risk. In 2003 AYE is
expected to rely principally on the upstream dividends from the
regulated utilities to service its standalone debt and pay for
corporate overheads.

The downgrade of AYE's regulated subsidiaries WP, PE, and MP
reflects Fitch's policy regarding the linkage of ratings of
subsidiaries with those of a lower-rated parent. On a stand-
alone basis, these three regulated utilities have a credit
profile that is comparable to companies in a the low 'A' or
upper 'BBB' rating categories. Nevertheless, these companies
could experience some stress due to the financial distress of
their parent.

The downgrade of AGC's rating was triggered by its majority
ownership by AE Supply and its reliance on AE Supply for its
revenues. Currently AGC's output is sold to AE Supply and
marketed by AE Supply's trading arm Allegheny Energy Global
Markets and the energy is available to serve AE Supply's long
term supply contracts with its regulated utility affiliates or
for sale in the wholesale market. AE Supply Trust's downgrade
was also occasioned by the downgrade of AE Supply. AE Supply
Trust's rating reflects AE Supply's obligation to make rental
and other payments that cover the interest and principal
payments of the notes issued by the Trust and other related
agreements associated with the notes.

Once the new bank facilities are closed and the risks associated
with the defaults is resolved, Fitch expects to assign a
Negative Rating Outlook to the Allegheny group to reflect the
uncertainties surrounding the outlook of AE Supply. The Rating
Outlook of the Allegheny group AYE could stabilize if it
successfully secures additional external funding, including
proceeds from the monetization of assets, to meet its debt and
loan maturity schedules in 2003 and 2004. Should AE Supply fail
to resolve the current negotiations with it banks, its ratings
and those of its affiliates would be downgraded further.

                 The ratings affected:

Allegheny Energy, Inc.

   -- Senior unsecured debt lowered to 'B+' from 'BB';

   -- Remains on Rating Watch Negative.

West Penn Power Company

   -- Medium-term notes lowered to 'BB+' from 'BBB-';

   -- Remains on Rating Watch Negative.

Potomac Edison Company

   -- First mortgage bonds lowered to 'BBB-' from 'BBB';

   -- Senior unsecured notes lowered to 'BB' from 'BBB-';

   -- Commercial paper lowered to 'F3' from 'F2' and withdrawn;

   -- Remains on Rating Watch Negative.

Monongahela Power Company

   -- First mortgage bonds lowered to 'BBB-' from 'BBB';

   -- Medium-term notes/Pollution control revenue bonds
      (unsecured) lowered to 'BB' from 'BBB-';

   -- Commercial paper lowered to remains 'F3' from 'F2' and
      withdrawn;

   -- Remains on Rating Watch Negative.

Allegheny Energy Supply Company LLC

   -- Senior unsecured notes lowered to 'B' from 'BB-';

   -- Remains on Rating Watch Negative.

Allegheny Generating Company

   -- Senior unsecured debentures lowered to 'B' from 'BB-';

   -- Remains on Rating Watch Negative.

Allegheny Energy Statutory Trust 2001

   -- Senior Secured Notes lowered to 'B' from 'BB-';

   -- Remains on Rating Watch Negative.

            The ratings not affected:

West Penn Funding LLC

   -- Transition bonds 'AAA'.

Allegheny Energy Supply Company LLC

   -- Pollution control bonds (MBIA-insured) 'AAA'.

AYE is a registered utility holding company, which owns three
regulated utilities, Monongahela Power, Potomac Edison and West
Penn Power and two non-utility subsidiaries. The utilities
deliver electric and gas service to 1.5 million customers in
parts of Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia and 230,000 customers in West Virginia, respectively.
AYE's non-utility subsidiaries consist of AE Supply Co. LLC,
which develops, acquires, owns and operates generating plants
and is a marketer of electricity and other energy products and
Allegheny Ventures which is involved in telecommunications and
energy related projects.

Allegheny Energy Inc.'s 7.750% bonds due 2005 (AYE05USR1),
DebtTraders says, are traded 72 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1for
real-time bond pricing.


AMERICAN MEDICAL: Falls Short of Nasdaq's Listing Requirements
--------------------------------------------------------------
American Medical Technologies received a Nasdaq Staff
Determination indicating that the Company failed to comply with
NASD requirements for continued listing, and that its securities
are, therefore, subject to delisting from the Nasdaq SmallCap
Market. Those requirements include soliciting proxies for and
holding an annual meeting of shareholders by December 31, 2002
as set forth in Marketplace Rule 4350(e) and (g), maintaining a
minimum bid price for its Common Stock of $1.00 per share for 30
consecutive trading days as set forth in Marketplace Rule
4310(C)(4), and maintaining a minimum $1,000,000 in market value
of publicly held shares as set forth in Marketplace Rule
4310(C)(7). The Company has requested a hearing based on written
submissions before a Nasdaq Listing Qualifications Panel to
review the Staff Determination, which should take place next
month. There can be no assurance that the Panel will grant the
Company's request for continued listing.

American Medical Technologies, Inc., headquartered in Corpus
Christi, Texas, develops and manufactures advanced technologies
for dentistry and markets them worldwide. The Company's
securities are listed on the Nasdaq SmallCap Market under the
symbol "ADLI". The Company's Web site is found at:
http://www.americanmedicaltech.com

                        *    *    *

As reported in Troubled Company Reporter's August 21, 2002
edition, the independent auditors of American Medical
Technologies, Ernst & Young, state in their report for the year
ended December 31, 2001: "The Company was in technical default
on certain financial covenants in connection with its line of
credit.  The Company and its bank have entered into a
forbearance agreement, under which the bank has agreed not to
exercise its remedies under the defaulted line of credit until
September 15, 2002.  Accordingly, the entire amount outstanding
under the line of credit of approximately $1,750,000 has been
classified as a current liability in the accompanying
consolidated financial statements...These matters raise
substantial doubt about the Company's ability to continue as a
going concern."


AMERICAN PAD: Section 341 Meeting to Convene on January 27, 2003
----------------------------------------------------------------
The United States Trustee will convene a meeting of American
Pad & Paper LLC's creditors on January 27, 2003 at 1:00 p.m., at
Plano Centre.  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.

American Pad & Paper, LLC, manufacturer and distributor of
writing pads, filing supplies, retail envelopes and specialty
papers, filed for chapter 11 petition on December 20, 2002 in
the U.S. Bankruptcy Court for the Eastern District of Texas.
Deirdre B. Ruckman, Esq., at Gardere & Wynne, L.L.P., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed an estimated assets
of over $10 million and estimated debts of over $50 million.


AMERICA WEST: Says Fare Restructuring Is Broader Than Others'
-------------------------------------------------------------
While other airlines continue to experiment with fare tests in
select markets, America West Airlines (NYSE: AWA) offers its
business-friendly low fares and ticketing policies every day on
every flight nationwide. America West is the only major, hub-
and-spoke airline to completely restructure its fares.

"We have seen other airlines introduce and test lower fares for
the business traveler but only America West has done a complete
overhaul of its pricing structure," said Scott Kirby, executive
vice president, sales and marketing. "Other airlines have not
committed to the nationwide structure that America West offers
and only offer reductions on select routes in addition to still
imposing restrictions on ticketing policies.

"America West has revolutionized pricing in response to today's
business traveler's demands. We were the first to introduce
lower fares last March and remain committed to providing
affordable fares. We've taken an innovative approach to meeting
customers' needs and their response has been tremendous. We
continue to look for new ways to meet their needs including the
current test of our of 'Buy on Board' meal service program."

America West offers the value of flexibility and affordability
including a reasonable price no matter when or where customers
fly, reasonable advance- purchase requirements, no requirements
for a Saturday-night stay and allowing customers the flexibility
to change their plans or fly standby for free.

An example comparing America West's fares to United's new fares,
shows that customers traveling between Chicago and Los Angeles
can save 70 percent by flying America West versus United. When a
business traveler purchases his tickets seven days in advance
he'll pay $179 each way on America West compared to $599 each
way on United. If that same business traveler purchases his
ticket at the last minute he will still save 70 percent versus
the price on United Airlines.

Listed below are pricing examples comparing America West's and
United's new fares:

                        Chicago - Los Angeles

                  America West Fare   United Fare     % Savings
                  -----------------   -----------     ---------
Walk up           $179 each way       $599 each way      70
7 days advance     $89 each way       $299 each way      70

                  Washington/Dulles - San Francisco

                  America West Fare   United Fare     % Savings
                  -----------------   -----------     ---------
Walk up           $299 each way       $799 each way      63
7 days advance    $179 each way       $499 each way      64

Listed below are pricing examples comparing America West and
United fares on routes where United did not introduce new lower
fares:

                         Boston - Los Angeles

                  America West Fare    United Fare    % Savings
                  -----------------   -----------     ---------
Walk up           $245 each way        $1,285 each way   81
7 days advance    $245 each way        $1,192 each way   79

                    Washington/Dulles - Los Angeles

                  America West Fare    United Fare    % Savings
                  -----------------   -----------     ---------
Walk up           $299 each way        $1,230 each way   76
7 days advance    $299 each way        $1,127 each way   73

"As the only major, full-service airline to offer a flexible
pricing structure nationwide with no Saturday night stay
requirement and one-way fares 40 to 70 percent lower, America
West has become the airline of choice for travelers who expect
the most value without sacrificing flexibility," said Kirby.
"America West is the easiest airline to do business with. It
starts with a simple pricing structure, followed by sensible,
business-friendly rules."

                        *   *   *

As previously reported in the Troubled Company Reporter,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMERIPOL SYNPOL: Bringing-In Jenkens & Gilchrist as Attorneys
-------------------------------------------------------------
Ameripol Synpol Corporation asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to retain the law
firm of Jenkens & Gilchrist Parker Chapin LLP as bankruptcy
attorneys.

The Debtor relates that Jenkens & Gilchrist has never
represented the Debtor in any capacity.  Immediately prior to
the Petition Date, the Debtor consulted with Jenkens & Gilchrist
with respect to advice regarding a host of issued related to the
Debtor's restructuring efforts and the preparation for the
commencement and prosecution of this case.

Ameripol wants Jenkens & Gilchrist to have primary
responsibility for counseling and representing the Debtor in
connection with general bankruptcy administration, general
corporate and finance matters, employee benefits matters,
intellectual property matters, labor matters and tax matters as
well as general litigation, real estate and regulatory matters
and matters of claims administration.

The professionals who will be primarily responsible for this
engagement are:

     Mitchel H. Perkiel      Partners      $585 per hour
     Lee W. Stremba          Partners      $540 per hour
     Lawrence David Swift    Partners      $450 per hour
     Paul H. Deutch          Associates    $370 per hour
     Beth Friedman           Paralegal     $160 per hour
     Sonia Shah              Paralegal     $150 per hour

Ameripol Synpol Corporation filed for chapter 11 petition on
December 16, 2002.  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.


A NOVO BROADBAND: Committee Hires Klehr Harrison as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of A Novo
Broadband, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to employ Klehr, Harrison, Harvey, Branzburg &
Ellers LLP as Counsel.

The Committee wants Klehr Harrison to:

       a) provide the Committee with legal advice with respect
          to its rights, duties and powers in the Debtor's case;

       b) assist the Committee in investigating the acts,
          conduct, assets, liabilities and financial condition
          of the Debtors, the operation of the Debtor's
          businesses and the desirability of the continuance of
          such businesses and other matters;

       c) assist the Committee in identifying and evaluating
          proposals for a transaction with the Debtor, including
          a possible sale, merger or other business transaction;

       d) prepare pleadings and applications as may be necessary
          in furtherance of the Committee's interests and
          objectives on behalf of its constituency;

       e) review and analyze all applications, order, operating
          reports, schedules and statements of affairs filed and
          to be filed with this Court by the Debtor or other
          parties in this case; advise the Committee with
          respect to the foregoing matters and their impact upon
          unsecured creditors; and take such action with respect
          to the foregoing matters as the Committee may
          determine are appropriate;

       f) consult with the Debtor, any other committees that may
          be appointed in the case, major creditors, and parties
          in interest, and the United States Trustee concerning
          the administration of the Debtor's case and its
          estate;

       g) participate in formulating a chapter 11 plan or plans
          of reorganization;

       h) assist the Committee in the solicitation and filing
          with the Court of acceptances or rejections of any
          proposed plan of plans of reorganization;

       i) advise the Committee with respect to, and implement as
          appropriate, communications or related programs to
          notify unsecured creditors regarding material
          development in the case, the Committee's position on
          any proposed plan, the creditor's obligations relating
          to any claims deadlines and similar matters;

       j) represent the Committee in hearings and other judicial
          proceedings;

       k) perform such other legal services as may be required
          and as are deemed to be in the best interest of the
          Committee and the constituency it represents.

The range of current hourly rates for bankruptcy attorneys and
paralegals with primary responsibility in this engagement are:

          Partners       $225 to $450 per hour
          Associates     $180 to $290 per hour
          Paralegals     $130 per hour

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. 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.


ARCH WIRELESS: Provides Financial Guidance for 2003
---------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN), a leading
wireless messaging and mobile information company, announced
financial guidance for fiscal year 2003.

J. Roy Pottle, executive vice president and chief financial
officer, said: "Arch expects to generate between $580 million
and $600 million of consolidated revenue for the 12-month period
ending December 31, 2003.  The company also expects 2003
operating expenses (excluding depreciation, amortization and
stock-based compensation expense) to range between $425
million and $435 million."

Pottle added: "Arch's capital expenditure and working capital
requirements are expected to decline in 2003 due to lower device
prices.  Capital and working capital requirements are expected
to range between $60 million and $70 million."

Arch plans to announce its fourth quarter and 2002 yearend
results in March.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States.  It offers a full range
of wireless messaging and wireless e-mail services to business
and retail customers nationwide, including mobile data solutions
for the enterprise.  Arch provides wireless services to
customers in all 50 states, the District of Columbia, Puerto
Rico, Canada, Mexico and in the Caribbean principally through a
nationwide sales force, resellers, retailers and other strategic
partners.  Additional information on Arch is available on the
Internet at http://www.arch.com

Arch Wireless, Inc.'s September 30, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $12.5 million.


AVADO BRANDS: Makes Interest Payment on 11-3/4% Senior Sub Notes
----------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) announced that it
has made its semi-annual interest payment to holders of its
11-3/4% Senior Subordinated Notes. The interest payment was
originally due on December 15, 2002, and as the Company
indicated earlier, the payment was made within the 30 day, no-
default period provided for under the terms of the Indenture.

The Company's semi-annual interest payment to holders of its
9-3/4% Senior Notes, originally due on December 1, 2002, was
paid on December 30, 2002, also within the 30 day, no-default
period provided for under the terms of that Indenture.

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


AVATEX CORP: Brings-In Weil Gotshal to Serve as Special Counsel
---------------------------------------------------------------
Avatex Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Weil, Gotshal & Manges LLP as Special Counsel.

The Debtors retained Neligan Tarpley Andrews & Foley LLP as
general bankruptcy counsel.  However, the Debtors and Neligan
Tarpley believe that the retention of Weil Gotshal as special
counsel will enhance Neligan Tarpley's ability to effectively
represent the Debtors.  The two firms will make every effort to
avoid unnecessary duplication of efforts in these cases.

The Debtors relate that Weil Gotshal has rendered a variety of
legal services to the Debtors or their predecessors.  In
particular, Weil Gotshal has represented the Debtors for the
past 6 years in that certain class action litigation styled
Zuckerman et al. V. FoxMeyer Health Corp. et al., pending before
the U.S. District Court of the Northern District of Texas.

In this retention, Weil Gotshal will:

       i) assist the Debtors with tax, pension plans, employee
          benefits securities laws, and related litigation
          matters;

      ii) represent the Debtors in the Zuckerman Action,
          including any claims now or hereafter asserted by or
          against the Debtors in connection with such
          litigation;

     iii) assist the Debtors in connection with any other
          matters as requested during the chapter 11 proceeding;
          and

      iv) prepare on behalf of the Debtors, as debtors in
          possession, certain necessary motions, applications,
          answers, orders, reports and papers in connection with
          the matters for which Weil Gotshal is to be retained.

Weil Gotshal's current customary hourly rates are:

          Members and Counsel      $450 to $750 per hour
          Associates               $220 to $440 per hour
          Paraprofessionals        $ 90 to $215 per hour

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.


BUDGET GROUP: Lazard Seeks Nod for $4.4MM Sale Transaction Fee
--------------------------------------------------------------
Lazard Freres & Co., LLC Managing Director James E. Millstein
reminds the Court that Budget Group Inc., and its debtor-
affiliates retained Lazard as financial advisor to provide
comprehensive investment banking and financial advisory
services.  Lazard assisted the Debtors with the negotiation and
implementation of the Asset and Stock Purchase
Agreement with Cherokee Acquisition Corp.

According to the Court-approved engagement letter, Lazard is
entitled to compensation in the form of a $200,000 monthly
financial advisory fee, and either a $4,800,000 Restructuring
Transaction Fee or a $4,800,000 Sale Transaction Fee.  Lazard
believes that the sale of substantially all of the Debtors'
assets to Cherokee Acquisition Corp. constitutes a Sale
Transaction.

Accordingly, Lazard asks the Court for allowance of a $4,453,333
Sale Transaction Fee.

Mr. Millstein tells the Court that Lazard agreed to credit the
monthly financial advisory fees beginning as of October 1, 2002
and continuing until either consummation of a Restructuring
Transaction or a Sale Transaction.  Accordingly, Lazard is
crediting, and thereby reducing, the $4,800,000 Sale Transaction
Fee by $346,667 to a net amount of $4,453,333.  This reduction
reflects the $200,000 monthly advisory fee for October and
$146,667 pro-rated for 22 days of November through the closing
date of the Asset and Stock Purchase Agreement.

With respect to Lazard's monthly advisory fees, Lazard is in the
process of preparing a separate Fee Application, which will
include the $346,667 amount referred to as credited against the
Sale Transaction Fee. (Budget Group Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CABLE SATISFACTION: S&P Ratchets L-T Credit Rating Down to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Longueuil, Quebec-based Cable
Satisfaction International Inc., to 'CCC-' from 'B-', and its
senior unsecured debt rating to 'CC' from 'CCC+'. The ratings
remain on CreditWatch with negative implications, where they
were placed September 10, 2002.

CSII, through its wholly owned subsidiary Cabovisao-Televisao
por Cabo S.A., is the second-largest cable television service
provider in Portugal. The company had C$412.3 million of total
lease-adjusted debt outstanding at September 30, 2002.

The downgrade and CreditWatch status reflect Standard & Poor's
continued concerns regarding CSII's ability to arrange funding
by Jan. 31, 2003, to refinance its maturing Euro 100 million
secured term loan and obtain liquidity for ongoing operations
and debt service. As at Sept. 30, 2002, CSII was in violation of
some of its covenants for its Euro 100 million secured term
loan, for which the company obtained waivers until Jan. 31,
2003, and simultaneously extended maturity to Jan. 31, 2003 from
Dec. 31, 2002.

"CSII currently has no access to additional funding and cash on
hand is limited, implying a risk profile that is vulnerable to
nonpayment and dependent on financial market conditions in the
very near term," said Standard & Poor's credit analyst Barbara
Komjathy.

In September 2001, CSII amended its Euro 260 million secured
revolving credit facility due December 2008 to include a one-
year Euro 100 million secured term-loan tranche maturing
September 2002. In August 2002, the company indicated that it
exercised its option to extend the term loan to Dec. 31, 2002.
The term and revolving facilities could not be drawn at the
same time. CSII intended to refinance the term facility from
proceeds of its revolver tranche; however, availability was
restricted by certain financial covenants and conditions. On
Dec. 30, 2002, the company announced that in view of the
uncertainties with regard to accessing the Euro 260 million
revolving facility, and in order to facilitate negotiations to
secure long-term financing, it has cancelled the revolving
facility.

The resolution of the CreditWatch placement is dependent on
CSII's ability to secure funding to refinance its Euro 100
million term loan that matures on Jan. 31, 2003, and obtain
additional liquidity to continue as a going concern.


CASCADES: S&P Rates Corp. Credit & Sr. Unsecured Notes at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating to diversified paper and packaging
producer Cascades Inc. At the same time, Standard & Poor's
assigned its 'BB+' rating to the company's proposed senior
unsecured notes, and its 'BBB-' rating to the company's proposed
senior secured credit facility. The outlook is stable.

The ratings on the proposed unsecured notes are based on the
assumption that the exchange of the new notes for the
outstanding 8.375% senior notes issued by Cascades Boxboard
Group Inc., due 2007, will be successful. At the same time, the
ratings on Cascades Boxboard Group Inc. were placed on
CreditWatch with positive implications, and are expected to be
withdrawn on successful completion of the exchange.

Cascades' bank credit facility is rated one notch higher than
the corporate credit rating, reflecting good prospects for
recovery in a default scenario.

The ratings on Kingsey Falls, Quebec-based Cascades reflect its
good product diversity in paper, packaging, and tissue; its
leading market positions across several geographic and product
markets; and its relatively stable earnings and cash flow
generation through the industry cycle. These strengths are
offset by the company's use of debt to support an aggressive
growth strategy.

"Cascades' diverse revenue base has historically mitigated the
cyclical volatility in earnings experienced by many of its
peers," said Standard & Poor's credit analyst Clement Ma.

The company operates in several markets including boxboard,
containerboard and corrugated products, specialty packaging
products, fine papers, and tissue. Cascades continues to grow
its business in packaging and tissue, with substantial capital
expansion and acquisitions completed, the most recent being the
purchase of two tissue mills from American Tissue Inc. in July
2002.

Industry consolidation in both containerboard and boxboard has
prevented prices from dropping as severely as other sectors
during the current cyclical downturn. The company further
benefits from its less cyclical tissue operations and its modest
geographic diversity, with a strong European boxboard position
and a European presence in specialty products.

Profitability and cash flow generation remain consistent despite
aggressive growth, reflecting the company's stabilizing product
mix. Furthermore, Cascades' steady return on permanent capital,
averaging 10.7% in the past eight years, illustrates its ability
to generate solid value from its acquisitions. For the 12 months
ending Sept. 30, 2002, EBITDA interest coverage was 5.4x and
funds from operations to total debt was 22.2%, both of which are
healthy for the rating. Nevertheless, to maintain the rating,
credit protection measures should remain stable with debt to
EBITDA averaging in the 2.5x to 3.5x range, and funds from
operations to debt averaging greater than 20%, through the
cycle.

Cascades' stable earnings and free cash generation, due to its
strong product diversity and exposure to less cyclical commodity
markets, should enable it to pursue a disciplined acquisition
strategy without substantially affecting credit measures.


CD WAREHOUSE: Selling Substantially All Assets by January 24
------------------------------------------------------------
CD Warehouse, Inc. (OTC Pink Sheets: CDWI), Compact Discs
Management, Inc. and CD Warehouse Finance Company, announced the
sale of all or substantially all of the Companies' Assets by
January 24, 2003.  The sale is pursuant to order of the United
States Bankruptcy Court for the Western District of Oklahoma.

The Assets to be sold are all real and personal property of the
Companies.  Causes of action under Chapter 5 of the Bankruptcy
Code are excluded.  According to the bidding procedures,
officers, directors, or employees are prohibited from bidding in
the sale.

For this reason only, and to assure the fairness of the bidding
process, Christopher M. Salyer, Director, President and Chief
Executive Officer for the Companies resigned his offices and
directorship effective December 23, 2002. Salyer has expressed
an interest in bidding for the Assets. David R. Payne, interim
Chief Financial Officer, will assume the duties previously
performed by the Chief Executive Officer of the Companies.

"My resignations are indicative of management's commitment to
maximizing the value of the Assets for the benefit of the
Creditors," said Christopher M. Salyer.

For more information or to request a bid package contact David
R. Payne at:

       D.R. Payne & Associates, Inc.
       119 N. Robinson Avenue, Suite 400
       Oklahoma City, Oklahoma 73102
       405-CD-MUSIC or 1-800-641-9394

CD Warehouse stores buy, sell and trade pre-owned CDs, DVDs and
games. Company information is available at
http://www.cdwarehouse.com


CENTENNIAL HEALTHCARE: Look for Schedules & Statements by Feb 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its nod of approval to Centennial HealthCare Corporation
and its debtor-affiliates' request to extend the time period to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until February 14, 2003 to file these basic disclosure documents
with the Bankruptcy Court.

Centennial HealthCare Corporation, which operates and manages 86
nursing homes in 19 states, filed for Chapter 11 petition on
December 20, 2002.  Brian C. Walsh, Esq., and Sarah Robinson
Borders, Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of over
$100 million each.


CLICKNSETTLE: Will Discuss Listing Status with Nasdaq on Jan. 30
----------------------------------------------------------------
clickNsettle.com, Inc. (Nasdaq: CLIK), the leading global
provider of innovative dispute resolution solutions, announced
that the Company will meet with the Nasdaq Listing
Qualifications Panel on January 30, 2003 to consider its request
for continued listing of the Company's common stock on The
Nasdaq SmallCap Market. Until a decision is made by the Nasdaq
Listing Qualifications Panel, the delisting of the Company's
common stock from The Nasdaq SmallCap Market is stayed. There
can be no assurance that the Panel will grant the Company's
request for continued listing. In the event the Panel determines
to delist the Company's securities, the Company's common stock
will be listed on the OTC Bulletin Board.

Previously, on December 23, 2002, the Company received a Nasdaq
Staff Determination indicating that the Company failed to comply
with the minimum $2,500,000 stockholders' equity requirement for
continued listing set forth in Marketplace Rule 4310c(2)(B), and
that its securities are, therefore, subject to delisting from
The Nasdaq SmallCap Market. Additionally, on September 25, 2002,
the Company received a letter from the Nasdaq Staff that its
common stock had failed to maintain a minimum market value of
publicly held shares of $1,000,000. As a result, the Company had
been provided 90 calendar days, or until December 24, 2002, to
regain compliance. The Company has not been able to regain
compliance. Furthermore, on November 6, 2002, the Company
received a letter from the Nasdaq Staff that its common stock
had failed to maintain a minimum bid price of $1.00 over the
previous 30 consecutive trading days. As a result, the Company
has been provided 180 calendar days, or until May 5, 2003, to
regain compliance.

Headquartered in Great Neck, New York, clickNsettle.com, Inc.
provides dispute resolution services and software/web-enabled
tools designed to enhance and streamline the traditional and
often time-consuming and expensive legal process.
clickNsettle.com offers customized solutions built upon a
sophisticated technology platform that enables users to resolve
disputes more quickly and efficiently than ever before possible.
clickNsettle.com features a comprehensive suite of dispute
resolution tools and access to a network of approximately 1,500
highly qualified hearing officers in the United States and
abroad. clickNsettle.com provides an interactive portal of
communication and information between client and administrator.

                          *    *    *

                Liquidity and Capital Resources

In its SEC Form 10-QSB filed on November 14, 2002, the Company
stated:

"At September 30, 2002, the Company had a working capital
surplus of $1,589,721 compared to $1,833,092 at June 30, 2002.
The decrease in working capital occurred primarily as a result
of the loss from operations.

"Net cash used in operating activities was $129,618 for the
three months ended September 30, 2002 versus $172,325 in the
prior comparable period. Cash used in operating activities
principally declined due to a reduction in the loss from
operations which was offset by a decrease in non-cash charges
for advertising and changes in operating assets and liabilities.

"Net cash used in investing activities was $56,947 for the three
months ended September 30, 2002 versus net cash provided by
investing activities of $12,466 in the comparable prior period.
The change in cash from investing activities was primarily due
to a higher level of net purchases of marketable securities in
the current period.

"Net cash used in financing activities was $0 for the three
months ended September 30, 2002 versus $61,952 in the prior
comparable period. In the prior period, we purchased 28,567
shares of our common stock for an aggregate cost of $61,952.

"We have incurred net losses and had negative cash flow from
operations during the last six years and through September 30,
2002. Cash and cash equivalents arising principally from equity
transactions have provided sufficient working capital to fund
losses incurred and capital expenditures, as well as to provide
cash to redeem preferred stock outstanding and to purchase
treasury stock. As of September 30, 2002, we had $1,730,501 in
aggregate cash and cash equivalents. We believe that, through
the proper utilization of these existing funds, from revenue
generated from existing and new services and from expense
reductions achieved by streamlining operations through the
utilization of an enhanced processing system, we will have
sufficient cash to meet our needs over the next twelve months."


CMS ENERGY: Fitch Says $1.8B Asset Sale Positive for the Company
----------------------------------------------------------------
Fitch believes recent actions by CMS Energy Corp. (CMS, senior
unsecured rated 'B+', Rating Watch Negative by Fitch),
specifically the announced sale of the CMS Panhandle Companies
for $1.828 billion, will have positive credit implications for
the company. The ratings for CMS were placed on Rating Watch
Negative on July 17, 2002, following concerns regarding CMS'
weak liquidity position, high parent debt levels and limited
financial flexibility. The sale of the Panhandle Companies will
serve to bolster CMS' near-term liquidity levels and will help
the company to meet approximately $1.3 billion of debt and bank
facility maturities in 2003. Additionally, consolidated leverage
and coverage ratios should improve over prior estimates as a
result of associated debt reduction from the sale, although CMS
will lose a relatively stable dividend source.

Going forward, resolution of the Rating Watch is dependent on
the timely release of re-audited financial restatements, the
successful refinancing of bank facilities and the conclusion of
pending regulatory investigations. CMS expects to release re-
audited financial statements and repay or refinance outstanding
bank facilities by March 31, 2003. If bank facilities at
Consumers Energy are not successfully refinanced, Fitch foresees
the need for $630 million of additional funding from asset sales
or other financing sources in 2003, and approximately $800
million of maturities in 2004.

Longer term CMS' prospective ratings will be determined by the
company's ability to generate free operating cash flow, maintain
adequate liquidity, reduce debt leverage, and demonstrate
improved credit protection measures. Fitch will continue to
monitor CMS' progress in stabilizing its financial condition and
business position.

CMS is a utility holding company whose primary subsidiary is
Consumers Energy, a regulated electric and gas utility serving
customers in western Michigan. CMS also has operations in
natural gas pipelines and independent power production.

Ratings for CMS and Consumers are as follows, all ratings are on
Rating Watch Negative:

CMS

   -- Senior unsecured debt 'B+';

   -- Preferred stock/trust preferred securities 'CCC+'.

Consumers Energy

   -- Senior secured debt 'BB+';

   -- Senior unsecured debt 'BB';

   -- Preferred stock/trust preferred securities 'B'.

Consumers Power Financing Trust I

   -- Trust preferred securities 'B'.


COLD METAL: Secures Extension to April 14 to File Reorg. Plan
-------------------------------------------------------------
Cold Metal Products Inc., announced U.S. Bankruptcy Court
approval for an extension of the period in which the company
can propose a Chapter 11 plan of reorganization. The ruling
extends Cold Metal's right to file a reorganization plan
through April 14, 2003.

"Cold Metal Products continues to operate and to serve our
customers as we make progress on the development of our
reorganization plan," said Raymond P. Torok, Cold Metal
president and CEO. "While the court's ruling extends the period
to file our reorganization plan through April 14, we anticipate
completing and submitting the plan prior to that date. We expect
to emerge from Chapter 11 as a strong, viable company."

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


COMMANDER AIRCRAFT: Gets Access to $50K DIP Loan Until Feb. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Commander Aircraft Company's application to
obtain postpetition financing on an interim basis.

Pending a Final Hearing, the Debtor is authorized to borrow up
to $100,000 from Nyltiak Investments, LLC.  The Loan will mature
on February 15, 2003.  However should Nyltiak, in its sole
discretion, elect to provide financing in addition to the two
$50,000 scheduled draws, up to a $250,000 aggregate commitment,
the maturity date may be extended.  The DIP Loan will accrue
interest at the rate of 10% per annum.  The Final Hearing is
currently scheduled on January 21, 2003 at 1:00 p.m. in
Wilmington.

Commander Aircraft Company, a wholly-owned subsidiary of
publicly-traded Aviation General, Incorporated, filed for
chapter 11 petition on December 27, 2002.  David Lee Finger,
Esq., at David L. Finger, P.A., represents the Debtor in its
restructuring efforts.


CONSECO INC: Hires PricewaterhouseCoopers as Accountants
--------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Conseco and
its debtor-affiliates seek the Court's authority to employ
PricewaterhouseCoopers as accountants, auditors and tax advisors
in these Chapter 11 cases.

Anne Marrs Huber, Esq., at Kirkland & Ellis, relates that the
Debtors are familiar with PwC's professional standing and
reputation.  The firm has a wealth of experience providing
accounting, tax and financial advisory services in
restructurings and reorganizations, and enjoys an excellent
reputation for large complex Chapter 11 cases.

PwC was first engaged to provide auditing and tax services to
the Debtors in 1980.  Since then, PwC has developed a great deal
of institutional knowledge of the Debtors' operations, finance
and systems.  This will be valuable in the Debtors' efforts to
reorganize.

The general nature and extent of services that PwC may
perform for the Debtors include:

   (a) auditing and reporting on the consolidated financial
       statements of the Debtors and their non-debtor affiliates
       for the year ending December 31, 2002, and thereafter;

   (b) reviewing quarterly financial information to be included
       in reports of the Debtors filed with the United States
       Securities and Exchange Commission;

   (c) performing agreed upon procedures on the schedule of
       taxes collected, withheld, refunded/exchanged and
       remitted for the year ending December 31, 2002, and
       thereafter;

   (d) auditing and reporting on the Debtors' cost structure;

   (e) auditing and reporting on the schedule of fees remitted
       to the state guaranty funds for the year ending
       December 31, 2002, and thereafter;

   (f) auditing and reporting on the financial statements of
       Conseco and its subsidiaries for the year ending
       December 31, 2002, and thereafter;

   (g) providing property tax services to assist Conseco in
       connection with its property tax costs for its
       properties;

   (h) providing temporary tax staffing to assist in the
       preparation of amended federal and state income tax
       returns;

   (i) providing expatriate tax and international administration
       services, including preparation of federal, state, and
       foreign income tax returns; exit and entrance
       orientations; tax equalization calculations; tax
       noticing; other compliance services; year-end w-2
       processing; fiscal year compensation reporting; 2001 tax
       equalization processing; post-assignment support
       services;

   (j) assisting the Debtors in connection with the preparation
       and filing of their registration statements required by
       the SEC in relation to their debt and equity offerings;

   (k) providing other audit, accounting and tax services, as
       may be requested by the Debtors and as may be agreed to
       PwC; and

   (l) as agreed to by PwC and Debtors, attending and
       participating in administrative or court appearances
       consistent with these services.

The Debtors and PwC estimate that the total fees will be
approximately $4,200,000.  To date, $1,300,000 has been paid and
$2,900,000 is owed and will be paid postpetition, along with
out-of-pocket expenses.  The customary hourly rates charged by
PwC are:

   Partners                            $640 - 1,235
   Managers/Directors                   340 - 600
   Associates/Senior Associates         145 - 320
   Administration/Paraprofessionals     100 - 120

John J. Quinn, Partner at PwC, relates that the firm conducted a
database review, under his supervision, to identify potential
relationships with the Debtors.  Due to the enormous size and
reach of Conseco and PwC's international scope, it would be
impossible to avoid all semblances of relationships with
potential parties-in-interest.  However, Mr. Quinn maintains
that none of the interactions create interests materially
adverse to the Debtors in matters PwC will be involved in and
none are in connection with these cases. (Conseco Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)

DebtTraders reports that Conseco Inc.'s 10.500% bonds due 2004
(CNC04USR2) are trading at 37 cents-on-the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for
real-time bond pricing.


CONTINENTAL AIRLINES: Q4 Web Conference Call Set for January 15
---------------------------------------------------------------
In conjunction with Continental Airlines, Inc.'s (NYSE: CAL)
Fourth Quarter Earnings release, you are invited to listen to
its conference call that will be broadcast live over the
Internet on January 15, 2003 at 10:30 AM Eastern.

   Where: http://www.continental.com/company/investor
   How: Live over the Internet -- Simply log on to the web
          at the address above.
   Contact: Investor Relations, 713-324-5152

Continental Airlines is the world's sixth-largest airline and
has more than 2,000 daily departures. With 131 domestic and 93
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 45 million passengers per year on the newest jet
fleet among major U.S. airlines. With 48,000 employees,
Continental is one of the "100 Best Companies to Work For in
America." Fortune ranked Continental the No. 2 Most Admired
Global Airline and No. 30 Most Admired Global Company in March
2002. For more company information, visit
http://www.continental.com


DELTA AIR LINES: Intends to Cut Around 8,000 Jobs by May 1, 2003
----------------------------------------------------------------
In October 2002, Delta announced it intended to reduce between
7,000 and 8,000 jobs from its workforce. Approximately 3,900
jobs will be reduced through voluntary programs.  Up to an
additional 4,000 jobs are expected to be reduced through
involuntary programs.

Most of these job reductions will be completed by May 1, 2003.
The total cost of the job reduction program is estimated to be
approximately $175 million, pretax.  Delta will recognize $125
million of this amount as a one-time charge in the fourth
quarter 2002 and the remaining $50 million in the March 2003
quarter.

Delta Air Lines (NYSE: DAL), the world's largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offers 5,826 flights each day to 437 destinations
in 78 countries on Delta, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services.  For more information, go to http://www.delta.com

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


DELTA AIR LINES: Expanding Dallas/Fort Worth Hub this Spring
------------------------------------------------------------
Delta Air Lines (NYSE: DAL) will expand service at its
Dallas/Fort Worth hub with the introduction of the spring
schedule on April 6.  The new schedule substantially increases
the number of flights Delta offers customers at Dallas/Fort
Worth International Airport, and improves travel choices by
adding two new connecting banks during peak travel hours.

With the spring schedule, Delta and the Delta Connection will
give Dallas/Fort Worth customers 13 percent more flights every
day -- 272 flights daily with nonstop service to 73
destinations, compared to 240 today.  Delta Connection will
increase the number of flights from 153 today to 209 by May
2003, while Delta will reduce flights from 87 to 63.  The
additional Delta Connection flights will feature Bombardier CRJ
regional jets, including the new 70-seat aircraft.

"Delta is significantly increasing the number of departures to
give customers more convenient connections and expanded travel
options while making adjustments to match capacity to the demand
in these markets," said Subodh Karnik, senior vice president-
Network and Revenue Management.

In addition, Delta will rework its Dallas/Fort Worth flight
schedule to offer more connecting opportunities for customers
and to make the hub more productive.  Flights will be scheduled
throughout the day in eight connecting banks, up from today's
six.  The two new connecting banks, one at 11:30 a.m. and one at
5:15 p.m., are during peak travel hours.

"Our customers, especially business travelers, tell us that
frequency of service is very important to them.  This new
schedule, with its additional frequencies and connecting banks,
is a major enhancement to the service we offer at Dallas/Fort
Worth," said Karnik.

Customers traveling between Dallas/Fort Worth and the following
25 cities will enjoy more frequency of flights: Albuquerque,
N.M.; Houston (Bush Intercontinental and Hobby), Austin and San
Antonio, Texas; Memphis and Nashville, Tenn.; New Orleans,
Birmingham, Baton Rouge and Shreveport, La.; Columbia, S.C.;
Denver and Colorado Springs, Colo.; Jackson, Miss.; Jacksonville
and Pensacola, Fla.; Oklahoma City and Tulsa, Okla.; Phoenix and
Tucson, Ariz.; Louisville, Ky.; Salt Lake City; Las Vegas, Los
Angeles and Fayetteville/Bentonville/Springdale, Ark. (Northwest
Regional Airport).

Also, with the introduction of its spring schedule, Delta will
retire the remainder of its Boeing 727 fleet.  The retirement,
which was previously announced, is part of Delta's long-term
plan to simplify Delta's mainline fleet.

"Fleet standardization provides significant cost and operational
efficiencies, allowing Delta to save on maintenance costs and
pilot training expenses.  It also improves fleet reliability,
which translates into improved customer service," said Karnik.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,826 flights each day to 437 destinations in
78 countries on Delta, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners.  Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services.


EES COKE: Fitch Changes CCC Rating Watch Status to Positive
-----------------------------------------------------------
Fitch Ratings has changed the Rating Watch status to Positive
from Negative on the 'CCC' rating of EES Coke Battery LLC's $75
million senior secured notes due 2007, following the
announcement by United States Steel Corporation that it has
agreed to acquire substantially all steelmaking and finishing
assets of the bankrupt National Steel Corporation. The repayment
of the EES Coke senior secured notes is largely dependent on the
long-term credit quality and viability of the contractual coke
offtaker, which to-date has been NSC. NSC filed for bankruptcy
protection in March 2002. If the proposed assets purchase is
completed and U.S. Steel assumes NSC's role as the contractual
coke offtaker, Fitch would expect to upgrade the EES Coke
rating. The rating action coincides with Fitch's placement of
U.S. Steel's senior unsecured debt rating of 'BB' on Rating
Watch Negative.

The coke produced by EES Coke currently supplies approximately
two-thirds of the coke required for the steel making process at
National Steel's Great Lakes Division (GLD) facility, which is
adjacent to the project, and is one of the assets U.S. Steel has
agreed to acquire. The price paid by NSC for coke is adjusted
periodically and is based upon a composite index tied to the
cost of producing coke. This pricing mechanism coupled with the
close proximity of the coke battery, makes the delivered price
quite favorable to NSC compared to other options. As such, Fitch
continues to believe NSC (or a replacement offtaker) will
purchase coke from the project at least as long as the GLD
facility is in operation.

EES Coke is an affiliate of DTE Energy Services (DTEES), which
is a wholly owned indirect subsidiary of DTE Energy Co. (Fitch
senior unsecured debt rating of 'BBB+'). The EES Coke notes were
issued in 1997 to finance the acquisition of NSC's Coke Battery
#5. Payments on the notes are made from revenues received by EES
Coke from sales of coke and coke by-products.


ENRON CORP: Court Okays EPHC's Settlement Agreement with EPKK
-------------------------------------------------------------
Martin Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron Corporation, through its indirect
wholly owned subsidiary, Enron Nippon Holdings LLC, has a 76.2%
interest in E Power Holdings Corp.  EPHC is part of the E Power
group of companies that were established to pursue asset-based
power opportunities in Japan.  The E Power group of companies
has ceased operations and is in the process of being wound up.

On October 13, 1999, EPHC entered into a services agreement with
E Power KK.  Currently, EPHC owes EPKK $1,634,818 for services
rendered by EPKK to EPHC during the period from January 1, 2001
to December 31, 2001.

In December 12, 2001, EPKK filed for bankruptcy protection in
Japan and the Tokyo Bankruptcy Court appointed a trustee.
Pursuant to the EPKK Trustee's finalization of the EPKK
bankruptcy, on October 8, 2002, the EPKK Trustee advised EPHC
that it considers payment under the service agreement, in an
amount equivalent to the current estimated proportional
distribution to EPHC creditors at 32 cents to the dollar, to be
mandatory under Japanese bankruptcy law.  Based on the current
estimated distribution amount, the amount payable to the Trustee
would be $522,922.  To memorialize the satisfaction of the debt,
EPHC and the EPKK Trustee negotiated a settlement agreement.

Mr. Sosland informs Judge Gonzalez that EPHC's liquid assets are
the cash receivables from E Power Wheeling Services Ltd. and
Yamaguchi Power Ltd.  YPL owes EPHC $2,131,000.  Mr. Sosland
reports that YPL has sufficient cash funds to pay this amount,
which funds are held in a trust account in Tokyo by the E Power
group's Japanese counsel, Baker & McKenzie.  EPHC intends to use
these funds to pay the $522,922 Settlement Amount and all
remaining funds will be transferred to an escrow account in the
U.S.  The EPKK Trustee has indicated that it will take all
necessary actions to prevent any transfer of the YPL funds to
EPHC prior to payment of the Settlement Amount.

Accordingly, EPHC asks the Court to:

   (a) approve its use of property outside the ordinary course
       of business; and

   (b) approve the Settlement Agreement with EPKK pursuant to
       Section 363 of the Bankruptcy Code and Rule 9019 of the
       Federal Rules of Bankruptcy Rules.

Mr. Sosland asserts that EPHC's request should be granted
because:

   (a) the Settlement Amount is based on the estimated
       proportional distribution of EPHC assets to all
       creditors;

   (b) the cost and time involved in defending civil and
       criminal actions the EPKK Trustee would be significant
       -- estimated to be around $300,000 to $500,000;

   (c) the defense could take several years and the probability
       of success is unknown;

   (d) if the Settlement Agreement is not approved, the EPKK
       Trustee will attempt to either freeze or appropriate the
       YPL money owed to EPHC, which represent the majority of
       EPHC's assets; and

   (e) the settlement will allow the administration of EPHC's
       bankruptcy to be carried out in an orderly manner,
       without undue cost or burden to the estate, and will not
       unduly prejudice the rights of any creditor.

                       *   *   *

Judge Gonzalez finds that sufficient justifications exist to
merit EPHC's use of property outside the ordinary course of
business to pay the Settlement Amount under the Settlement
Agreement.  Thus, the Court approves EPHC's request in all
respects. (Enron Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EOTT: Gets Approval to Implement Enron Employee Transition Plan
---------------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates sought and
obtained Court approval for an order:

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

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

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

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

   -- operates EOTT Partner's pipeline facilities,

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

   -- provides emergency services,

   -- performs capital improvements,

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

   -- provides certain employees to operate the pipeline
      facilities.

Mr. Monsour notes that the Debtors' joint plan of reorganization
contemplates a complete and total "divorce" of the Debtors from
Enron.  Thus, as part of its reorganization efforts, the Debtors
will transfer employees from EOTT Corp. to EOTT Energy LLC.  The
Employee transition will be effective as of January 1, 2003.
(EOTT Energy Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Eott Energy Partners/Fin.'s 11.000%
bonds due 2009 (EOT09USR1) are trading between 57 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for
real-time bond pricing.


EXIDE TECHNOLOGIES: Committee Hires Sonnenschein to Sue Lenders
---------------------------------------------------------------
David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, recounts that on May 10, 2002, the U.S. Bankruptcy
Court for the District of Delaware entered a Final DIP Order,
which set forth a timetable for the investigation and assertion
of Claims and Defenses against the Exide Technologies and its
debtor-affiliates' Prepetition Lenders and its Agent.  This
timetable was subsequently amended by a Stipulated Order entered
by this Court on September 10, 2002 and further amended by this
Court's Order of November 5, 2002.  The November 5th Order
required that parties-in-interest file:

   -- a preliminary report outlining the Claims and Defenses
      that may be asserted against the Prepetition Agent and the
      Prepetition Lenders no later than November 18, 2002; and

   -- a complaint or other pleading asserting any Claims and
      Defenses no later than November 28, 2002.

Mr. Stratton tells the Court that Akin Gump and Pepper Hamilton
each currently represent, or have represented, one or more of
the Prepetition Lenders, which will be defendants in the Bank
Litigation, in unrelated matters, and Akin Gump has represented,
and may be continuing to represent, the Prepetition Agent,
Credit Suisse First Boston, in unrelated matters.  Accordingly,
Akin Gump and Pepper Hamilton advised the Official Committee of
Unsecured Creditors that, while both firms could investigate the
Claims and Defenses and prepare the C&D Report, it would be
better to retain a special litigation counsel to assist it with
the prosecution of the Bank Litigation.

On October 24, 2002, the Creditors' Committee filed an
application to retain Brown Rudnick Berlack Israels LLP as
Special Litigation Counsel nunc pro tunc to October 9, 2002.
The Prepetition Agent and the Debtors filed objections to the
Brown Rudnick Application with this Court.  However, prior to
the hearing on the Application, Brown Rudnick resigned as
potential special litigation counsel to the Committee, and the
Application was withdrawn.

After interviewing new candidates to represent the Committee in
the Bank Litigation, Mr. Stratton relates that the Committee
selected Sonnenschein Nath & Rosenthal to serve as special
litigation counsel to the Committee to prosecute the Bank
Litigation and for other services as the Committee may request
from time to time.

Accordingly, the Creditors' Committee seeks the Court's
authority to retain Sonnenschein Nath & Rosenthal as special
litigation counsel nunc pro tunc to December 4, 2002.

Sonnenschein is expected to prosecute the claims and causes of
action with respect to the Debtors' Prepetition Lenders and
Agent including, advising and representing the Committee with
respect to:

   -- analyzing the possible claims of and against the
      Prepetition Lenders and Agent; and

   -- pursuing the Bank Litigation.

The Creditors' Committee believes that Sonnenschein possesses
extensive knowledge and expertise in the areas of law relevant
to the Bank Litigation, and that Sonnenschein is well qualified
to represent the Committee.  In selecting attorneys to pursue
the Bank Litigation, the Creditors' Committee sought a counsel
with considerable experience in representing unsecured
creditors' committees in complex Chapter 11 reorganization cases
and bankruptcy litigation.

Mr. Stratton tells the Court that Sonnenschein understands and
agrees that fees and expenses incurred in rendering services to
the Committee will be paid after the confirmation of a plan of
reorganization, or as otherwise approved by this Court.
Sonnenschein and the Committee have agreed that Sonnenschein
will bill the Committee for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date these services are rendered and for out-
of-pocket expenses, plus a 5% per annum interest rate on fees
and expenses to the extent these fees and expenses are not paid
within 30 days of the date on which these fees are allowed or
expenses incurred.

The current hourly rates charged by Sonnenschein's professionals
and paraprofessionals are:

      Billing Category            Hourly Rate
      -----------------           -----------
      Partners                     $225 - 775
      Associates                    125 - 400
      Paraprofessionals              70 - 230

These hourly rates are subject to annual adjustments to reflect
economic and other conditions.

Peter D. Wolfson, Esq., a member of Sonnenschein, assures the
Court that the firm does not represent and does not hold any
interest adverse to the Debtors' estates or their creditors in
the matters on which Sonnenschein is to be engaged.  However,
Sonnenschein currently represents and in the past has
represented these parties in unrelated matters: Allstate Life
Insurance Co., Bank  of Montreal, Bear Stearns & Co., Citicorp
USA Inc., Comerica Bank, Credit Agricole Indosuez, Dai-Ichi
Kangyo Bank Ltd., Dresdner Bank AG, Fortis Bank (Nederland)
N.V., Lehman Bros. Bankhausag, Orix Capital Markets, Orix Real
Estate, R2 Investments LDC, Sumitomo Trust & Banking Co. Ltd.,
Societe Generale, and UBS Realty Investors.

Because of the potential conflict issues that may prevent Akin
Gump and Pepper Hamilton from prosecuting the Bank Litigation,
the significant potential benefit to the Debtors' estate from
the Bank Litigation and the extensive legal services that may be
necessary, the Committee believes that Sonnenschein's retention
would be appropriate and in the best interests of the estates
and the unsecured creditor constituency that the Committee
represents.

                          CSFB Responds

Mark D. Collins, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, informs the Court that Credit Suisse First
Boston, in its capacity as Agent for creditors holding
prepetition secured claims, does not object in principle to the
Committee's retention of a third law firm, Sonnenschein, as its
special litigation counsel.  However, the Proposed Order
submitted by the Committee cannot be approved because it
violates the terms of the Final DIP Order.  The Proposed Order
conflicts with certain of the elements of the adequate
protection package that the Prepetition Secured Creditors
negotiated with the Committee and other parties-in-interest, and
relied on in consenting to the priming of their prepetition
liens by the DIP Facility.  Specifically, the Final DIP Order
provides that professionals prosecuting claims against the
Prepetition Secured Creditors cannot be compensated at any time
for work from Lender Funds.  Given that the Committee is seeking
to retain Sonnenschein to prosecute these claims, the Proposed
Order violates this provision because it authorizes Sonnenschein
to be paid from Lender Funds after confirmation of a
reorganization plan.

Mr. Collins contends that the Committee, or any party for that
matter, cannot first negotiate and expressly agree to the Final
DIP Order and then violate their agreement.

Given the irreconcilable conflict between the Proposed Order and
the Final DIP Order, and the Committee's repeated unwillingness
to seek to retain special litigation counsel in a manner
consistent with the Final DIP Order, the Prepetition
Administrative Agent proposes an alternative order that provides
for Sonnenschein to be retained by the Committee and compensated
in accordance with the terms and conditions of the Final DIP
Order. (Exide Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FISHER SCIENTIFIC: Will Issue $200M of Senior Subordinated Notes
----------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) announced that
it has priced a $200 million offering of its 8.125 percent
senior subordinated notes due 2012. The notes have been issued
at a dollar price of 104.0 to yield 7.4 percent. These notes are
a tack-on to the company's existing $150 million of 8.125
percent senior subordinated notes due 2012. The company intends
to use the proceeds from the offering to repay a portion of its
9 percent senior subordinated notes due 2008.

The proposed notes will be issued under the same indenture as,
and with terms identical to, the company's existing 8.125
percent notes. The notes are being issued in a private placement
and are expected to be resold by the initial purchasers to
qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended, and outside the United States pursuant
to Regulation S under the Securities Act. The offering is
expected to close on or about Jan. 14, 2003.

This offering is part of the company's strategy to refinance
$600 million of its 9 percent senior subordinated notes due
2008. Fisher plans to refinance the remaining balance of these
notes with bank debt during the next few weeks.

The notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements. This news release shall not
constitute an offer to sell or a solicitation of an offer to buy
such notes in any jurisdiction in which such an offer or sale
would be unlawful and is issued pursuant to Rule 135c under the
Securities Act of 1933.

         About Fisher Scientific International Inc.

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'.


FUTURE BEEF: Creekstone Farms Purchases $100MM Plant in Kansas
--------------------------------------------------------------
The Denver bankruptcy court trustee overseeing the liquidation
of the former Future Beef Operations plant and assets in
Arkansas City, Kan. has accepted an offer from Creekstone Farms
Premium Beef LLC to purchase the high-profile beef processing
plant. The offer is subject to court approval on Jan. 10. Future
Beef Operations was placed into Chapter 7 bankruptcy proceedings
in August 2002 and was auctioned on Jan. 8 in Denver.

The company will use the facility to process its fresh and
cooked Black Angus beef products. Creekstone Farms Premium Beef
LLC is a privately held producer and marketer of Creekstone
Farms Premium Black Angus Beef based near Louisville, KY.

The $100-million, 400,000-plus-square-foot processing plant
incorporates many highly innovative technologies for harvesting,
processing and cooking beef.

Ownership of such a state-of-the-art processing facility is a
major step toward vertical integration for the Creekstone Farms
Black Angus branded beef program, which was founded seven years
ago by John and Carol Stewart on their 1,100-acre purebred Black
Angus farm near Louisville. The Stewarts' overall business model
has been to develop their own unique, high-quality Black Angus
genetics with the intent of becoming the world's premier
producer and marketer of Black Angus beef. Creekstone Farms had
been processing its beef at the former Future Beef Operations
plant -- named "Plant of the Year" by Food Engineering magazine
-- in the months prior to Future Beef's Chapter 7 filing and
subsequent closing in August 2002.

"This is a significant milestone for us," said John Stewart.
"Having our own dedicated processing facility gives us control
of our future brand development in terms of volume, processing
capability, technology and, most importantly, food safety.

"This facility allows us to realize the full potential of our
business model and maximize our branding strategy. It's a
dynamic fit for us."

Creekstone Farms Premium Beef LLC is anticipated to take
ownership of the plant within a few days. It is anticipated the
plant will reopen in March 2003. Stewart projects that the
plant, which had more than 900 employees when it first opened,
will initially employ approximately 500 people.

John Stewart will be CEO of the venture. Meat industry veteran,
Bill Fielding, former president of Farmland Industries'
refrigerated foods group and past chairman of the American Meat
Institute, has been retained by Creekstone Farms to assist with
the company's rapid expansion.

When it was completed in August 2001, the Future Beef plant was
recognized industry-wide for having the most technologically
advanced beef processing systems in the world. "During its year
of operation, the plant's safety and sanitation record was
second to none," said Stewart. "This key area, food safety, is a
very important and critical part of our selling proposition.
Today, more than ever before, food safety must always be our top
priority."

Creekstone's program is unique in the beef industry because it
combines family-owned superior genetics, healthy and humane
cattle management, carefully controlled high-quality feeding and
premium processing for maximum food safety. Creekstone Farms
beef is one of a few branded programs certified by the USDA's
Agricultural Marketing Service (AMS). This certification
requires that USDA graders examine each individual carcass to
assure that it meets Creekstone Farms Premium Black Angus BeefT
quality and certification standards.

Creekstone Farms cattle are given plenty of room to roam and are
mandated extra space during finishing in Nebraska under an
exclusive arrangement with one of the nation's most respected
cattle-feeding operations.

Creekstone Farms Premium Black Angus genetics are developed at
the purebred facility in Kentucky for commercial use in
specialized breeding programs in conjunction with the company's
network of producer-partner farms. Creekstone Farms plans to
supply 1000 head per week of the plant's needs upon opening,
similar to the level it processed at the plant prior to its
closing. This number is projected to more than quadruple by the
end of 2003.

Though the plant was designed to process 1,650 head per day,
Creekstone Farms plans to begin with a volume threshold of 1,000
head per day in order to adhere to the company's strict quality
and safety standards.

In addition to its technologically advanced processing systems,
the plant also has state-of-the-art cooking and case-ready
facilities that are unique in the industry. Creekstone Farms
plans to make use of these facilities to increase value-added
product development and production.

Creekstone Farms fresh beef products are distributed throughout
the United States and in Asia. Customers of fresh and fully
cooked products include regional and national restaurant chain
accounts, regional and national retail grocery chains, food
service purveyors and distributors, convenience stores, club
stores and retail distributors.

Fresh Creekstone Farms Premium Black Angus Beef is served in
restaurants across America. Fine-dining restaurants featuring
Creekstone Farms beef include Aqua, Farallon and LuLu in San
Francisco and Bellagio, MGM Grand and New York-New York in Las
Vegas. Plans are to increase the distribution of fresh meat
nationwide as capacity increases.

The company also sells three varieties of frozen Creekstone
Farms Fully Cooked Premium Black Angus Beef Patties in 16 states
through such well- known grocery retailers as Winn-Dixie,
Drager's, Albertson's, Costco, King Soopers, Publix, Kroger,
Weis Markets and Sheetz convenience stores. It has plans for
significant expansion of its value added products business over
the next 18 months to include deli and innovative entree
products.

Internationally, the company distributes fresh beef in Japan
with distribution partner Sumitomo Corporation and in Hong Kong
and mainland China with distribution and marketing partner
Hormel Foods.


GENESIS HEALTH: Expect First Quarter Results on February 3
----------------------------------------------------------
Genesis Health Ventures, Inc. will release operating results for
the first quarter of fiscal 2003 before the open of trading on
February 3rd and will also hold a conference call at 9:30 a.m.
EST on February 3rd.

Investors can access the conference call by phone at (877) 209-
9919 or live via webcast through the Genesis web site at
http://www.ghv.com. A replay of the call will also be posted at
http://www.ghv.comfor one month.

Genesis Health Ventures (Nasdaq: GHVI) provides healthcare
services to America's elders through a network of NeighborCare
pharmacies and Genesis ElderCare skilled nursing and assisted
living facilities.  Other Genesis healthcare services include
rehabilitation and respiratory therapy, hospitality services,
group purchasing, and diagnostics. On Oct. 3, 2002, Standard &
Poor's Ratings Services  affirmed its corporate credit rating
and assigned its 'B+' rating to a proposed $200 million senior
unsecured term loan B, due 2007.

Visit its Web site at http://www.ghv.com.


GENTEK INC: Court Okays Retention of Bayard as Special Counsel
--------------------------------------------------------------
GenTek Inc., and its debtor-affiliates, sought and obtained the
Court's authority to employ The Bayard Firm as its special
counsel, nunc pro tunc to October 17, 2002.

Bayard will render these services:

   (a) Providing services and advice to, and representing GenTek
       in connection with status, treatment and disposition of
       inter-Debtor claims asserted by or against GenTek;

   (b) Providing services and advice to, and representing GenTek
       in connection with situations, transactions, litigations
       and other circumstances posing any apparent, potential or
       actual conflict of interest between GenTek and any other
       Debtor, without limitation, any inter-Debtor,
       intercompany or third-party funding, financing and
       adequate protection arrangements and facilities;

   (c) Providing services and advice to, representing, and as
       as appropriate assisting the General Bankruptcy Counsel
       and other Special Counsel representing, GenTek in
       connection with the drafting a disclosure statement to
       accompany a plan of reorganization;

   (d) Formulating, negotiating, confirming and consummating a
       plan or plans of reorganization in connection with any
       contemplated sales or acquisitions of assets and business
       combinations -- including negotiating asset, stock
       purchase, merger or joint venture agreements, evaluating
       competing offers, drafting and negotiating appropriate
       corporate documents with respect to the proposed
       transactions -- and consulting GenTek in connection with
       the closing of those transactions;

   (e) Attending meetings and participating in negotiations with
       respect to the proposed transactions;

   (f) Appearing before this Court, any district, appellate,
       state or foreign courts and the U.S. Trustee with respect
       to matters related to GenTek's Chapter 11 case; and

   (g) Performing all other necessary legal services and
       providing all other necessary legal advice to GenTek in
       connection with the matters related to its Chapter 11
       case.

GenTek will recompense Bayard for its services in accordance
with the firm's customary hourly rates.  GenTek also will
reimburse Bayard for its actual necessary expenses.

Bayard's hourly rates range from:

            Hourly Rate      Professional
            -----------      ------------
            $350 to 475      directors
             180 to 325      associates
              80 to 130      paralegals & assistants

The principal attorneys and paralegals proposed to represent
GenTek and their respective hourly rates are:

        Professional                       Rate
        ------------                       ----
        Neil B. Glassman               $475 per hour
        Charlene D. Davis               425 per hour
        Eric M. Sutty                   250 per hour
        Steven G. Weiler (paralegal)    125 per hour
(GenTek Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY: Hires Ropes & Gray as Interim Bankruptcy Counsel
---------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek to employ and
retain the firm of Ropes & Gray, as of the date the company
filed for bankruptcy, to represent the Debtors as their
bankruptcy counsel in connection with the filing of their
Chapter 11 petitions and the prosecution of their Chapter 11
cases.

William F. McCarthy, Esq., at Ropes & Gray, in Boston,
Massachusetts, informs the Court that since February 3, 2000,
the Firm has performed legal work for the Debtors in connection
with certain corporate, financing, securities, tax and other
matters. Prior to that time Ropes had represented BBN Corp., now
known as Genuity Solutions, Inc., which was an independent
company prior to its acquisition by GTE in 1998.  As a result of
representing the Debtors on these matters, the Firm has acquired
substantial knowledge of the Debtors and their businesses as
well as their capital structure, financing documents and other
material agreements.

In July 2002, Mr. McCarthy recounts that immediately after the
initial defaults under the Verizon and bank credit agreements,
the Debtors retained Ropes & Gray for a few days to provide
general restructuring and bankruptcy advice.  At that time Ropes
& Gray prepared bankruptcy papers for certain of the Debtors and
provided advice to the Debtors regarding their strategic
alternatives.  During that time the Debtors sought out and
retained the law firm of Skadden Arps Slate Meagher & Flom LLP
as general restructuring and bankruptcy counsel.  From July 26,
2002 until after the Petition Date, Skadden Arps served in this
role. However, on December 9, 2002 this Court indicated that the
Debtors should retain new bankruptcy counsel to replace Skadden
Arps.

From the time of the Debtors' retention of Skadden Arps until
the present, Mr. McCarthy relates that Ropes & Gray has
continued to provide the corporate, tax, labor and other advice
to the Debtors that it has historically provided.  In addition,
in September 2002, the Debtors retained Ropes & Gray to evaluate
potential causes of action against Verizon and certain of
Verizon's affiliates, in connection with the Debtors'
consideration of possible transactions in which claims against
Verizon might be released, and to be able to file suit against
Verizon if necessary.  In providing that advice, Ropes & Gray
has from time to time consulted with Skadden Arps, while not
being directly involved in the negotiations or drafting of the
Asset Purchase Agreement with Level 3, and gained a general
familiarity with the issues in the restructuring and proposed
transaction with Level 3.

The Debtors believe that Ropes & Gray is the best choice at this
time because of:

   -- the firm's familiarity with the Debtors' operations;

   -- their prior work for the Debtors with respect to Verizon;
      and

   -- it' general familiarity with the bankruptcy case and the
      proposed asset-sale transaction.

Mr. McCarthy explains that the Debtors have retained Ropes &
Gray because of this existing knowledge and its experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy
Code. Since the retention of Ropes & Gray on December 10, 2002,
Ropes & Gray has undertaken constant and extensive work to take
over duties as bankruptcy counsel.

Subject to further order of this Court, Ropes & Gray will be
required to render various services to the Debtors including:

   A. advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

   B. attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   C. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning litigation in which
      the Debtors may be involved and objections to claims filed
      against the estates;

   D. prepare on behalf of the Debtors motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estates;

   E. negotiate and prepare on the Debtors' behalf plans of
      reorganization, disclosure statements and related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of these
      plans;

   F. advise the Debtors in connection with any sale of assets,
      including, in particular, the proposed sale of
      substantially all of the Debtors' assets to an affiliate
      of Level 3 pursuant to the Asset Purchase Agreement dated
      November 27, 2002;

   G. appear before this Court, any appellate courts, and the
      U.S. Trustee and protect the interests of the Debtors'
      estates before these courts and the U.S. Trustee; and

   H. perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 cases.

Given the size, complexity, scope and international implications
of their businesses, and the large number of parties in
interest, the Debtors believe that it is necessary and essential
that they employ attorneys under a general retainer to render
the foregoing professional services.

Ropes & Gray Member John T. Montgomery assures the Court that
the members, counsel and associates of Ropes & Gray:

   -- do not have any connection with any of the Debtors, their
      affiliates, their creditors or any other party-in-
      interest, or their attorneys and accountants, the United
      States Trustee or any person employed in the office of the
      United States Trustee;

   -- are "disinterested persons," as that term is defined in
      Section 101(14) of the Bankruptcy Code; and

   -- do not hold or represent any interest adverse to the
      estates.

However, Ropes & Gray has in the past represented, currently
represents, and likely in the future will represent certain
parties-in-interest in these cases in matters unrelated to the
Debtors, the Debtors' Chapter 11 cases, or these entities'
claims against or interests in the Debtors.  These parties
include: Citigroup Inc., The Bank of New York, BNP Paribas,
JPMorgan Chase Bank, Credit Suisse First Boston, Deutsche Bank
AG, Mizuho Corporate Bank, Toronto Dominion Bank, Wachovia Bank
N.A. Inc., AT&T, Cisco Systems, EMC Corporation, Lucent
Technologies Inc., US West Inc., Sprint Corporation, Telefonica
SA, LDDS Communications Inc., State Street Bank & Trust Company,
and Arthur Andersen LLP.

Mr. Montgomery contends that Ropes & Gray has not, and does not,
represent Verizon Communications Inc. and its subsidiaries who
have been principally involved with the Debtors.  Ropes & Gray
does currently represent Verizon Investment Management Inc., a
subsidiary of Verizon that manages the pension plan for Verizon
employees.  The work that Ropes & Gray performs for VIMCO
relates to VIMCO investments in private equity funds and direct
real estate investments.  That work has been completely
unrelated to the Debtors.  In calendar years 2001 and 2002,
collectively, Ropes & Gray billed VIMCO $900,000 in the
aggregate, which accounts for 0.15% of Ropes & Gray's revenue
over that period.

In the past, Ropes & Gray has represented Bell Atlantic Yellow
Pages Company, the subsidiary of Verizon that produces telephone
directories, with respect to certain labor and employment
matters.  Ropes & Gray has not done any significant work for
that Verizon subsidiary in several months.  That representation
has since been formally terminated.

Pursuant to the Engagement Agreement, Mr. Montgomery informs the
Court that for the remainder of calendar year 2002, Ropes & Gray
will be providing professional services to the Debtors under its
normal hourly rates for matters of the type on which Ropes &
Gray will be representing the Debtors, less a negotiated
discount, plus disbursements and charges.  Ropes & Gray and the
Debtors had negotiated an arrangement for calendar 2002 under
which Ropes & Gray would give discounts on fees, up to 10% if
certain volume thresholds were exceeded.  The Debtors have
exceeded that threshold, and accordingly for the remainder of
calendar 2002 Ropes & Gray will provide that discount to the
Debtors.  The Engagement Agreement provides that no discount
will apply for work performed in calendar 2003 and thereafter.
Presently, Ropes & Gray's hourly rates range from:

      Partners                         $385-605
      Associates                       $210-425
      Legal Assistants                  $80-180

These hourly rates are subject to periodic increases in the
normal course of the firm's business.  Ropes & Gray anticipates
increasing its rates effective January 1, 2003.

In connection with its engagement, beginning in July 2002, Mr.
Montgomery admits that the Debtors have prepaid Ropes & Gray for
professional services and expenses.  As of the Petition Date,
the prepaid amount is $254,000, less amounts Ropes & Gray billed
or accrued through the Petition Date.  Ropes & Gray will hold
any remaining prepaid amount to be applied in accordance with
further orders of the Court.  In addition, since February 2000,
in the ordinary course of business, the Debtors paid to Ropes &
Gray $5,500,000 for services rendered and as reimbursement for
charges and disbursements.

                       *   *   *

Judge Beatty authorizes the Debtors on an interim basis, to
employ and retain Ropes & Gray as their attorneys under a
general retainer as of the commencement of these cases to serve
as lead bankruptcy counsel. (Genuity Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRANGE MUTUAL: Oregon Court Confirms Insurer's Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon confirmed
Grange Mutual Insurance Company's First Amended Plan of
reorganization.  While insurance companies are statutorily
prohibited from filing for bankruptcy under 11 U.S.C. Sec. 109,
Albert N. Kennedy, Esq., at Tonkon Torp LLP, in Portland,
explains that there's an exception described in the legislative
history to the Sec. 109 prohibition.  Grange Mutual, whose
history dates back to 1885, is an "exempt insurer" under
ORS 731.032(4) -- meaning exempt from Oregon's state guaranty
funds.  That means no protection for policyholders and
claimants.  Grange Mutual was granted permission by the
bankruptcy court to terminate all of its insurance policies as
of October 1, 2002, so coverage under Grange policies stopped as
of that date.

Full-text copies of Grange Mutual's Plan and Disclosure
Statement are available for a fee at:

   http://www.researcharchives.com/bin/download?id=030109215346

                              and

   http://www.researcharchives.com/bin/download?id=030109215208

The Debtor's memorandum in support of confirmation of the Plan
is available at:

   http://www.researcharchives.com/bin/download?id=030109215051

and the Court's order confirming the Plan is available at:

   http://www.researcharchives.com/bin/download?id=030109214709

The Debtor's Plan provides that that the assets of the estate
will be reduced to cash and shall be distributed to the
creditors as soon as practicable.  The Reorganized Debtor will
be dissolved after all distributions have been made.

Pursuant to Section 1123(a)(1) of the Bankruptcy Code, the Plan
designate classes of claims and classes of interest.  The Plan
classifies all Claims and Interests into 5 Classes:

     Class 1     Priority Claims             unimpaired
     Class 2     General Unsecured Claims      impaired
     Class 3     Bank's Unsecured Claims       impaired
     Class 4     Small Unsecured Claims        impaired
     Class 5     Member Interests              impaired

Classs 2, 4 and 5 voted to accept the Plan.  Class 3 voted to
reject the Plan.  Class 3 consists of all Allowed Unsecured
Claims of National Consumer Cooperative Bank only.  The Debtor
successfully argued that the Plan satisfies each of the elements
of Section 1129(a) of the Bankruptcy Code and that the Plan
could be confirmed notwithstanding the Bank's rejection of the
Plan.

In its objection, the Bank contended that the Plan provides
priority status to claims for unearned premium payments and
those "Refunds" would be paid at a higher priority than the
Bank's claim.  The Plan, the Debtor pointed out, does not make
any reference to claims for refunds of unearned premiums.  That
was a separate matter brought to the Bankruptcy Court outside
the Plan.

The Debtor is confident that the proceeds will be sufficient to
pay in full all Allowed Small Unsecured Claims, Allowed
Administrative Claims, Allowed Priority Tax Claims and Allowed
Priority Claims.  The distribution to the general Unsecured
Creditors, Class 2 under the Plan, and the National Consumer
Cooperative Bank, Class 3, remains uncertain.  Pending entry of
a judgment in the Adversary Proceeding, the claim of National
Consumer Cooperative Bank shall be treated as a Disputed Claim
under the Plan.  In the event that the Bank's Claim is not
subordinated to the payment of the general Unsecured Claims,
then the Bank shall share pari passu with general Unsecured
Creditors.

The Bank further argues that the distributions made to other
unsecured creditors unfairly discriminates their claim because
the aggregate amount is so large.  The Debtor explains that
Section 1122(b) of the Bankruptcy Code specifically allows the
Plan's designation and treatment of Class 4 (Small Unsecured
Claims).  Section 1122(b) allows a plan to create a separate
class of claims for administrative convenience to consist
unsecured claim that is reduced to a certain amount that the
court approves as reasonable and necessary.

The Debtor explains that the administrative costs in creating
Class 4 will enhance the amount of any distributions ultimately
paid to the Bank. The creation of Class 4 does not unfairly
discriminate against the Bank because the administrative cost
will be greatly reduced by creating a class of Small Unsecured
Claims.

The Debtor adds that the Plan provides to each holder of a claim
or interest in each impaired class a recovery on account of the
holder's claim or interest that has a value at least equal to
the value of the distribution that each such holder would
receive if Debtor was liquidated under Chapter 7 of the
Bankruptcy Code. For that reason, the Plan is in the best
interests of the holders of claims and interests because it
provides to holders of impaired claims.

The Debtor points out that a voluntary, orderly liquidation
pursuant to the Plan will result in a higher return to creditors
than would a liquidation conducted by a trustee pursuant to
Chapter 7 of the Bankruptcy Code. The expenses will be less and
payments to creditors will occur sooner under the Plan than
under a Chapter 7 liquidation.

Grange Mutual Insurance Company, an Oregon non-profit
corporation, is an exempt insurer under ORS 731.032(4). The
Debtor offered fire, automibile, homeowners and farmowners
insurance to members of the Grange, to cooperative associations
that serve Grange members, and to  corporations organized or
controlled by members of the Grange. Grange filed for Chapter 11
protection on July 2, 2002.  Albert N. Kennedy, Esq., and
Michael W. Fletcher, Esq., at Tonlon Torp LLP represent the
Debtor in its restructuring efforts.  At Sept. 30, 2002, the
company reported total assets of about $7 million and total
liabilities of $6.5 million.


GREAT LAKES: Reports Preliminary December Traffic Results
---------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of December.

Scheduled service generated 10,507,000 revenue passenger miles
(RPM's), a 4.7 percent decrease from the same month last year.
Available seat miles (ASM's) increased 2.8 percent to
29,797,000.  As a result, load factor decreased 2.7 points to
35.3 percent.  Passengers carried decreased 9.4 percent compared
to December 2001 to 39,071.

For the twelve months ending December 31, 2002 compared to the
same twelve month period in 2001, revenue passenger miles
(RPM's) decreased 33.2 percent to 134,063,000 while available
seat miles (ASM's) decreased 16.2 percent to 359,257,000,
resulting in a load factor of 37.3 percent for the year 2002
compared to 46.8 percent for the same twelve month period in
2001.  The company carried 503,833 revenue passengers for the
twelve month period ending December 31, 2002, a 37.9 percent
decrease on a year over year basis.

As of January 7, 2003, Great Lakes is providing scheduled
passenger service at 45 airports in fifteen states with a fleet
of Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 198 weekday flights are scheduled at four
hubs, with 168 flights at Denver, 14 flights at Chicago --
O'Hare International Airport, 10 flights at Minneapolis/St.
Paul, and 6 flights at Phoenix.  All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines.

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

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


HEADLINE MEDIA: 2002 Balance Sheet Upside Down By $3 Million
------------------------------------------------------------
Headline Media Group Inc. (TSX:HMG) announced its results for
the fourth quarter and year ended August 31, 2002.

                         HIGHLIGHTS

- On August 26, 2002 the Company's subsidiary, The Score
Television Network Ltd., terminated its telecast rights
agreement with Major League Baseball ("MLB"), effective at the
end of the 2002 season. Under the agreement, The Score made a
$12 million final payment to MLB on August 23, 2002. This one
time payment eliminated existing and all future financial
liabilities to MLB, and represents a savings to The Score in
excess of $8 million relating to future rights fees payments.

- Revenue in the broadcast group for the fourth quarter
increased by $1.4 million or 39.4%, reflecting a 38.7% increase
in advertising revenue and a 43.8% increase in subscription
revenue. Revenue in the Sports and Entertainment Marketing group
declined by $1.4 million due to lower advertising revenues,
which was offset by a decline in operating expenses over the
prior year. Overall, consolidated revenues were $5.4 million in
the fourth quarter for both fiscal years.

- On December 23, 2002, the Company announced that it has agreed
to a non-brokered private placement of 1,428,571 Class A
Subordinate Voting shares with Levfam Holdings Inc., the
Company's controlling shareholder, at a price of $0.35 per
share. The gross proceeds of the private placement will be $0.5
million. The deal is anticipated to close, subject to regulatory
approval, early in January 2003.

Proceeds from the private placement will be used primarily to
fund the operations of PrideVision Inc. ("PrideVision TV") and
for general corporate purposes.

The Company has three business units "Broadcasting", "Sports and
Entertainment Marketing" and "Corporate". The Broadcasting group
consists of the Company's specialty television networks, The
Score and PrideVision TV. The Sports and Entertainment Marketing
group consists of St. Clair Group Investments Inc.

              Three Months Ended August 31, 2002

Revenues for the fourth quarter of $5.4 million were consistent
with revenues of the prior year. Compared to the prior year, the
increase in revenue in the Broadcasting group of $1.4 million
was offset by the decline of $1.4 million in revenue in the
Sports and Entertainment Marketing group.

Operating expenses excluding rights fees were $6.7 million
during the quarter, compared to $8.0 million in the prior year,
representing a decrease of $1.3 million. Operating expenses in
the Broadcast group were $1.0 million higher in the quarter,
reflecting operating costs associated with PrideVision TV.
Operating expenses for the Sports and Entertainment Marketing
group were $1.5 million less than the prior year, which more
than offset the decline in revenues. Operating expenses for the
Corporate group were $0.8 million less than the prior year
reflecting lower bonuses payable to senior management compared
to the prior year.

Program rights, excluding the expense associated with the
termination of the MLB agreement, were $6.5 million during the
quarter, compared to $6.7 million in the prior year. Program
rights for the quarter were $0.2 million in the Sports
Entertainment and Marketing Group and $6.3 million in the
Broadcasting group versus $0.4 million and $6.3 million
respectively in the prior year. During the quarter, the Company
terminated its telecast rights agreement with MLB, which
included in a one-time payment of $12.0 million, to satisfy all
existing and future financial liabilities of the Company. This
one-time payment resulted in a program rights termination
expense of $6.7 million.

During the quarter the Company also wrote-down certain assets of
its subsidiary PrideVision TV, including fixed assets,
programming and deferred charges, resulting in a one-time charge
of $4.3 million.

Loss before interest, taxes, depreciation and amortization, was
$18.8 million for the fourth quarter, compared with $10.9
million in the same quarter last year. Excluding the operating
losses for PrideVision TV, which is in its first year of
operations, the MLB program rights termination expense, and the
write-down of certain PrideVision TV assets, the loss before
interest, taxes, depreciation and amortization was $5.2 million
versus $8.6 million in the prior year, an improvement of $3.4
million or 39.5% over the prior year. The loss of $8.6 million
in the prior year excludes a $1.6 million write-down of
investments and $0.7 million in operating losses for PrideVision
TV.

Interest income for the fourth quarter was negligible compared
to $0.5 million in the prior year. The decrease in interest
income resulted from a reduction in the cash, cash equivalents
and short-term investments held by the Company during the
period.

Interest expense for the fourth quarter was $0.4 million
compared to $0.5 million in the prior year. The decrease of $0.1
million reflects a lower average loan balance outstanding for
the period, partially offset by commitment fees payable on the
available credit facilities.

Depreciation expense of $0.4 million in the fourth quarter,
similar to that in the prior year, reflects $0.1 million in
depreciation of fixed assets for PrideVision TV and the
Corporate group, versus nil in the prior year. Fixed assets
additions for PrideVision TV and the Corporate group occurred in
the latter part of the prior fiscal year.

Amortization expense was $0.3 million in the quarter, which was
consistent with the prior year. The amortization expense was
attributable to the amortization of start-up and license costs
associated with the launch of PrideVision TV, as well as, the
amortization of goodwill on the acquisition of St. Clair.

Net loss for the fourth quarter was $20.0 million or $0.31 per
share based on a weighted average 64.9 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding,
compared to a net loss of $11.7 million or $0.18 per share based
on a weighted average 64.9 million Class A Subordinate Voting
Shares and Special Voting Shares outstanding in the prior year.

                    Broadcasting Group

Revenues for the Broadcasting group increased $1.3 million to
$4.7 million for the quarter compared to $3.4 million in the
prior year. Advertising revenue increased $0.8 million during
the quarter compared to the prior year, reflecting a 38.1%
increase in advertising revenue for The Score and new
advertising revenue for PrideVision TV. The increase in
advertising revenue for The Score reflects strong audience
growth and improved ratings over the prior year. Subscriber
revenue increased by $0.5 million or 43.8% over the same quarter
last year. $0.3 million primarily reflects an increase in the
average number of subscribers to The Score for the quarter and
increased subscriber rates for The Score on renewed distribution
contracts. As at August 31, 2002, The Score had 5.2 million
paying subscribers. PrideVision TV generated $0.2 million in
subscriber revenue during the quarter and as at August 31, 2002
had approximately 20,000 paying subscribers.

Operating expenses were $11.5 million in the quarter, compared
to $10.5 million in the prior year, representing an increase in
operating expenses of $1.0 million. Operating expenses for
PrideVision TV were $3.2 million in the quarter, compared to
$0.7 million in the prior year. Expenses in the prior year for
PrideVision TV related to certain programming, technical and
general and administrative costs related to the start-up and
launch. The Score's operating expenses decreased by $1.5 million
to $8.3 million in the quarter compared to $9.8 million in the
prior year. The Score's prior year operating expenses included
an adjustment to program rights of $2.4 million, due to a
revised estimate of the total expected future revenue from the
broadcast of Major League Baseball games.

During the quarter, The Score terminated its telecast rights
agreement with Major League Baseball, which included a one-time
payment of $12.0 million, to satisfy all existing and future
financial liabilities of The Score. This one-time payment
resulted in a program rights termination expense of $6.7
million.

During the quarter certain assets of PrideVision TV were
written-down, including fixed assets, programming and deferred
charges, resulting in a one- time charge of $4.3 million.

Loss before interest, taxes, depreciation and amortization for
the fourth quarter increased by $10.6 million to $17.7 million
from $7.1 million in the same quarter last year. The increased
loss was attributable to the increase in the operating loss for
PrideVision TV, the MLB program rights termination expense by
The Score and the write-down of certain PrideVision TV assets.

           Sports and Entertainment Marketing Group

Revenue for St. Clair was $0.7 million in the fourth quarter,
compared to $2.0 million in the prior year. The decrease in
revenue of $1.3 million reflects a decline in advertising
revenues, as well as timing differences in the realization of
revenue from certain sporting events, which occurred in previous
quarters when compared to the prior year. Advertising revenue
declined in both print and television mediums, as well as
sponsorship revenue from sporting events, primarily due to a
soft advertising market.

Operating expenses were $1.1 million in the quarter, compared to
$2.8 million in the prior year, representing a decrease in
operating expenses of $1.7 million. The decrease primarily
reflects expenses associated with the timing of certain sporting
events, which have been reflected in previous quarters when
compared to the prior year.

St. Clair's operating loss before interest, taxes, depreciation
and amortization for the fourth quarter was $0.5 million or $0.3
million less than the loss of $0.8 million in the prior year.

                          Corporate

Loss before interest, taxes, depreciation and amortization for
the fourth quarter was $0.6 million, which is lower than the
previous year loss of $1.4 million, which included a bonus
payable to senior management for fiscal 2001. Operating expenses
included executive compensation, public relations costs,
professional fees, capital taxes and other expenses.

                  Year Ended August 31, 2002

Revenue for the year ended August 31, 2002 increased by $5.1
million or 18.7% to $32.4 million from $27.3 million for the
same period last year. Advertising revenues increased by $3.9
million or 17.6% due to an increase in advertising revenue in
the Broadcast group of $1.6 million, as well as an additional
$2.3 million in St. Clair revenue over the prior year, which
primarily reflects a full year of operations in the current year
versus eight months in the prior year. Subscriber fee revenue
increased by $1.4 million or 28.3%, primarily reflecting an
increase in the average number of subscribers to The Score for
the year, as well an increased subscriber rates for The Score on
renewed distribution contracts. In addition, subscriber fee
revenue for PrideVision TV was $0.5 million. At the end of
August 2002, The Score had approximately 5.2 million paying
subscribers and PrideVision TV had approximately 20,000 paying
subscribers.

Operating expenses were $54.0 million for the year ended August
31, 2002 compared to $45.3 million in the prior year,
representing an increase of $8.7 million. Operating expenses in
the Broadcast group were $7.3 million higher in the year,
reflecting $9.8 million in operating costs associated with the
first full year of operations for PrideVision TV, and a $2.5
million decrease in operating expenses for The Score, primarily
as a result of cost containment initiatives. Approximately $2.0
million of the increase was attributable to increased operating
expenses for St. Clair, reflecting a full year of operations
versus eight months in the prior year. Operating expenses in the
Corporate group were $2.6 million versus $3.1 million in the
prior year, reflecting lower bonuses payable to senior
management, partially offset by a full year of operating as a
public company versus nine months in the prior year.

During the year, the Company's subsidiary, The Score, terminated
its telecast rights agreement with MLB, which included a one-
time payment of $12.0 million, to satisfy all existing and
future financial liabilities of The Score under this agreement.
This one-time payment resulted in a program rights termination
expense of $6.7 million.

The Company also wrote-down certain assets of its subsidiary
PrideVision TV, including fixed assets, programming and deferred
charges, resulting in a one-time charge of $4.3 million.

Loss before interest, taxes, depreciation and amortization for
the year ended August 31, 2002 was $32.6 million, compared with
$19.7 million last year. Excluding the results for PrideVision
TV, the program rights termination expense with respect to MLB,
and the write-down of certain PrideVision TV assets, operating
results improved by $5.0 million or 28.9% over the prior year,
reflecting a loss of $12.1 million versus a loss of $17.1
million in the prior year. The loss of $17.1 million in the
prior year excludes a $1.6 million write-down of investments and
$0.9 million of operating losses for PrideVision TV.

Interest income for the year was $0.7 million compared to $1.1
million in the prior year. Lower interest income reflects a
reduction in the cash, cash equivalents and short-term
investments held by the Company during the year as compared to
the prior year, as well as a decline in interest rates.

Interest expense for the year was $1.5 million compared to $1.8
million in the prior year. The decrease in interest expense
reflects a decrease in the average outstanding bank indebtedness
during the year and lower interest rates.

Net loss for the year ended August 31, 2002 was $36.5 million or
$0.56 per share based on a weighted average 64.9 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding,
compared to a net loss of $22.6 million or $0.42 per share based
on a weighted average 53.9 million Class A Subordinate Voting
Shares and Special Voting Shares outstanding in the prior year.

                Liquidity and Capital Resources

Cash flow used in operations for the three months ended August
31, 2002 increased to $15.8 million from cash flow used in
operations of $5.8 million in the prior year. Cash flow used in
operations for the year ended August 31, 2002 increased to $35.9
million from $16.0 million in the prior year. Cash flow used in
operations for the three months and year ended August 31, 2002
reflect higher operating losses due to the first full year of
the operation for PrideVision TV and the $12 million termination
payment made to MLB.

Cash flow from financing activities was $12.5 million for the
three months ended August 31, 2002 compared to cash flow from
financing activities of $1.1 million in the prior year. During
the quarter, $12.5 million was drawn on the Company's credit
facilities for The Score as a result of the termination payment
made to MLB.

Cash flow from financing activities for the year ended August
31, 2002 was $3.6 million compared to cash flow from financing
activities of $58.6 million in the prior year. The cash flow
from financing activities in the prior year reflects the
completion of a private placement in November 2000, as well as
the public offering in April 2001.

The following is a summary of the significant financing
activities undertaken by the Company during the year to secure
financing for its ongoing business operations:

                          The Score

In April 2002, the Company amended the bank credit facility for
its subsidiary, The Score, which was initially established in
December 2001. The bank credit facility was subsequently amended
in August 2002 as part of an agreement between MLB and The Score
to terminate its program rights agreement for the 2003 baseball
season. The amended revolving credit facility allows The Score
to borrow up to $15.0 million in prime rate loans, BAs or
letters of guarantee. The bank credit facility matures February
28, 2004. Prime rate loans bear interest at the prime rate plus
3.25%. BAs bear interest at BA rates plus 4.25%.

Loans under the bank credit facility are secured by a pledge of
substantially all of the assets of The Score, including the
pledge of The Score shares and the subordination and pledge of
shareholder loans and intercompany debt from the Company to The
Score. Under the terms of the bank credit facility and
subsequent amendments, the Company loaned The Score $17.0
million in December 2001 and $1.5 million in August 2002. The
loans are secured and are pledged and subordinated to the bank
credit facility. The Score has also settled the repayment fee of
$1.75 million related to the previous credit facility and paid
fees of $0.5 million upon closing of the transactions.

The provisions of the amended bank credit facility impose
restrictions on The Score, the most significant of which are
debt incurrence and debt maintenance costs, restrictions on
additional investments, sales of assets, payment of management
fees or other distributions to shareholders, restrictions on
entering into new or renewed programming rights agreements, and
the maintenance of certain financial covenants. Financial
covenants include meeting minimum subscriber levels, minimum
revenue amounts, maximum EBITDA losses, maximum capital
expenditure amounts and maximum total debt to total contributed
capital requirements. In addition, the agreement has a number of
events of default, including solvency tests for the Company and
The Score. As at August 31, 2002, $13.1 million of the facility
had been drawn.

In August 2002, The Score also entered into a credit facility
agreement for a $2 million operating loan with a company related
by virtue of common control. The credit facility was used to
fund the termination payment to MLB and matures on August 31,
2004. The credit facility bears interest at 17% per annum and is
secured by a second ranking general security agreement and a
limited recourse guarantee by the Company, supported by the
pledge of The Score's shares, subject to a prior security
interest. The credit facility was negotiated with and considered
by a Special Committee of the Board of Directors, and ultimately
approved by the Board of Directors. As at August 31, 2002, the
entire credit facility amount of $2 million had been drawn.

                            St. Clair

In October 2002, the Company's subsidiary St. Clair completed a
bank credit facility agreement for an operating line of credit
for up to $1 million. The operating line of credit is payable on
demand and bears interest at the rate of prime plus 1%. The line
of credit is secured by a general assignment of book debts of
St. Clair and a general security agreement. As at August 31,
2002, no amounts were outstanding under the facility.

                    Headline Media Group Inc.

In April 2002, the Company entered into a non-revolving secured
standby credit facility of up to $2.3 million with a company
related by virtue of common control. The credit facility was
subsequently amended in November 2002. The credit facility is
available to fund operations and working capital requirements
commencing November 11, 2002 and matures on August 31, 2004. The
credit facility bears interest at 12% per annum, commencing 90
days following the initial advance. The standby credit facility
is secured by the assets of PrideVision TV, including a pledge
of the PrideVision TV shares by the Company and a first charge
over all of the Company's assets, with the exception of its
shares in The Score and St. Clair. The credit facility was
negotiated with and considered by a Special Committee of the
Board of Directors, and ultimately approved by the Board of
Directors. As at August 31, 2002, no amounts were outstanding
under the facility.

At August 31, 2002, total long-term loans were $15.1 million
compared to $11.5 million at August 31, 2001.

On December 23, 2002, the Company announced that it has agreed
to a non- brokered private placement of 1,428,571 Class A
Subordinate Voting shares with Levfam Holdings Inc., the
Company's controlling shareholder, at a price of $0.35 per
share. The gross proceeds of the private placement will be
$500,000. The deal is anticipated to close, subject to
regulatory approval, early in January 2003. Proceeds from the
private placement will be used primarily to fund the operations
of PrideVision TV and for general corporate purposes.

With the above credit facilities and financing in place and,
assuming the successful execution of its revised business plan,
management believes there are sufficient resources to fund
operations until the end of fiscal 2003. During 2002 and
continuing into fiscal 2003, the Company has introduced
significant cost cutting measures to preserve cash and to
strategically realign the Company's resources. Beyond fiscal
2003, the Company will require additional funding in order to
continue operations and service the commitments under
significant agreements.

The Company's successful execution of its revised business plan
is dependant upon a number of factors that involve risks and
uncertainty. In particular, revenues in the specialty television
industry, including subscription and advertising revenues, are
dependant upon audience acceptance, which cannot be accurately
predicted. In addition, the distribution of the Company's
specialty television channel, PrideVision TV, is limited to
digital subscribers. While Management expects the digital
television market will continue to grow and that the number of
subscribers to the service will increase, the rate and extent to
which this subscriber base will grow is uncertain. Initial
consumer acceptance is encouraging, however, it remains
uncertain that the penetration rates required to ensure
profitability will be achieved.

The Company is actively pursuing alternative financing with
potential lenders and investors, which if successful, will, in
management's view, enable the Company to achieve its business
plans in the long-term. No agreements with potential lenders or
investors have been reached yet and there can be no assurance
that such agreements will be reached. In addition, the Company
continues to review other alternatives, which could involve
renegotiating existing cash commitments, further reducing its
work force, a further restructuring of the business units, which
may include the divestiture of certain assets of the Company, or
attracting a strategic investor that would assist in developing
the business of the Company.

Cash flow from investment activities for the three months ended
August 31, 2002 was $5.5 million compared to cash flow used in
investment activities of $25.3 million in the prior year. The
increase in cash flow from investment activities reflects the
sale of short-term investments to fund operations. Cash flow
from investment activities for the year ended August 31, 2002
was $23.3 million compared to cash flow used in investment
activities of $29.8 million in the prior year, reflecting the
sale of short-term investments in the current year. Investment
activities in the prior year included the acquisition of St.
Clair. Fixed asset additions were $0.6 million for the year
ended August 31, 2002 compared to $2.1 million in the prior
year. Fixed asset additions in the prior year included capital
required for the launch of PrideVision TV.

"It has been a challenging year for companies everywhere.
Despite these conditions, Headline Media Group was able to
increase overall revenues, dramatically raise viewership levels
on The Score and launch PrideVision TV, the world's first gay
and lesbian television network" said John Levy, chairman and
chief executive officer of Headline Media Group Inc. "There are
many exciting opportunities ahead, which we believe will
position us for future success. Our plans include the continued
growth of The Score as we move forward through our licence
renewal, the pursuit of strategic partners to take PrideVision
TV to the next level, and the implementation of innovative
marketing packages to new and existing clients of St. Clair. We
look forward to reporting to you on our progress in 2003."

               About Headline Media Group Inc.

Headline Media Group Inc. (TSX: HMG) is a media company that
owns and operates three unique Canadian businesses: The Score
Television Network Ltd., PrideVision Inc. ("PrideVision TV") and
St. Clair Group Investments Inc. The Score is the Corporation's
first specialty television network, which provides sports news,
information and highlights, as well as live event sports
programming. The Score is distributed in Canada by cable and DTH
companies to approximately 5.2 million paying subscribers.
PrideVision TV is the Corporation's Category 1 digital specialty
television service focused on the Canadian gay, lesbian,
bisexual, transgendered ("GLBT") community and is the world's
first network of its kind to broadcast 24/7. PrideVision TV
launched on September 7, 2001 with informational programming,
entertainment and news on issues of interest to the GLBT
community. St. Clair is a sports marketing and specialty
publishing company. St. Clair acquires broadcasting,
promotional, sponsorship, signage and print program rights in
respect of live sporting events. St. Clair also publishes a
number of special interest guides and magazines.

The company's August 31, 2002 balance sheet shows a total
shareholders' equity deficit of $3,453,000.


HOST MARRIOTT POOL: Class F & G Note Ratings Cut to Low-B Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Host Marriott Pool Trust's series 1999-HMT.

At the same time, the rating on one other class is affirmed from
the same transaction.

The downgrades reflect the deterioration in the pool's overall
operating performance as evidenced by a decrease in the debt
service coverage and an increase in the loan-to-value ratio
since issuance. This is the result of a 19% decrease in net cash
flow since issuance. However, the rating actions also reflect
the fact that the loan is amortizing on a 20-year amortization
schedule and has paid down by 8% to $610.4 million
since issuance. The ratings also reflect the sponsorship
provided by Host Marriott Corp. ('BB-'), as well as the brand
name recognition afforded by Marriott International Inc.
('BBB+'), and Hyatt Corp. (unrated), which manage four of the
eight hotels.

Using results for the year ending December 31, 2002 and
accounting for the business cycle, Standard & Poor's adjusted
the royalty fees, incentive management fees, marketing and
advertising expenses, and ground rent contained in the
borrower's net operating income, to arrive at a stabilized net
cash flow of $87.2 million. Utilizing a blended capitalization
rate of 10.98%, the LTV is estimated at 77% and the debt service
coverage ratio is 1.39x, based on a refinance rate of
10.25%. These levels have deteriorated from those at the 1999
issuance, when the LTV was 66% and the DSCR was 1.58x.

This transaction comprises a single fixed-rate loan secured by
eight cross-collateralized and cross-defaulted hotels including:
the New York Marriott Marquis; The Drake Swissotel in Manhattan;
the San Francisco Airport Hyatt Regency; the Chicago Swissotel;
the Cambridge Hyatt Regency; the Reston Hyatt Regency; the
Boston Swissotel; and the Atlanta Swissotel. Marriott, Hyatt,
and Swissotel each manage the hotel(s) flagged in their
name. The largest asset is the New York Marriott Marquis
(representing 51% of the pool's total NCF in 2002), which has
seen revenue per available room (RevPar) decline by 6% since
issuance. This portfolio of hotels is geographically
concentrated, as the Marriott Marquis and the Drake Swissotel in
New York City represent 52% of the allocated loan balance of
the pool. The properties in this portfolio are full-service,
business-oriented hotels located primarily in downtown CBD
locations that have been impacted by the downturn in business
travel. The San Francisco Airport Hyatt Regency has seen its
DSCR decline to 0.30x in 2002 from 1.16x in 2001. The DSCR for
the Chicago Swissotel also declined to 1.00x in 2002 from 1.35x
in 2001. The Drake Swissotel in Manhattan has yet to recover
from the events of Sept. 11, 2001 and the downturn in business
travel, as NCF declined by two-thirds in 2001 from 2000 levels.
As a result, the DSCR for this hotel has remained below 1x
(0.71x in 2001 and 0.86x in 2002).

The operating performance for this portfolio of hotels has
declined during the last year (overall occupancy at 75.9%, the
average daily rate (ADR) at $177.76, and RevPar at $139.24, in
2002, compared to 73.1%, $194.29, and $145.65, respectively, in
2001). Based on conversations with the borrower and industry-
wide projections, the rating actions reflect the belief that
operating performance for this portfolio of hotels will remain
at 2002 levels in 2003, but will begin to recover in 2004 and
beyond.

The loan agreement calls for the servicer, Wells Fargo Bank
N.A., to withhold all excess cash in the event that the base
profit for any trailing 12-month period for the subject
portfolio of hotels falls below $96 million (the "cash trap").
The loan went into the cash trap period as of July 3, 2002. When
triggered, all excess cash flow after debt service and certain
reserves is held as additional collateral. The release of the
funds back to the borrower is dependent on maintaining a base
profit in excess of $96 million for two consecutive quarters. As
of December 2002, $10.2 million had been set aside in an escrow
account.

                       RATINGS LOWERED

                   Host Marriott Pool Trust
      Commercial mortgage pass-thru certs series 1999-HMT

           Rating          Balance
Class    To       From     (Mil. $)     LTV (%)   DCSR (x)
C        A+       AA-       56.5        49        2.18
D        BBB+     A         99.0        62        1.74
E        BBB-     A-        35.9        66        1.62
F        BB       BBB       46.8        72        1.49
G        B        BBB-      38.9        77        1.39

                       RATING AFFIRMED

                   Host Marriott Pool Trust
     Commercial mortgage pass-thru certs series 1999-HMT

Class    Rating    Balance (Mil. $)  LTV (%)   DSCR (x)
A        AAA       159.6             20        5.33


IMC GLOBAL: Selling Colorado Assets to AmerAlia Unit For $20MM+
---------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) announced that it has signed a
definitive agreement to sell its White River Nahcolite Minerals
sodium bicarbonate mine and plant in northwest Colorado to
AmerAlia, Inc. (OTC Bulletin Board: AALA) of Centennial,
Colorado for approximately $20.7 million cash.  White River
Nahcolite Minerals is an indirect, wholly owned subsidiary of
IMC Chemicals Inc., a unit of IMC Global.

Opened in 1991, the facility produces natural sodium
bicarbonate, commonly called baking soda, through solution
mining technology and has an annual capacity of about 100,000
short tons.  Revenues for 2002 are estimated at $11 million.
Sodium bicarbonate is used primarily in food, industrial,
agricultural and pharmaceutical applications.

The transaction is anticipated to close by the end of January
2003.

"With this agreement to sell our sodium bicarbonate business, we
have taken another important step toward the planned divestiture
of our non-core IMC Chemicals business, which has been
classified as a discontinued operation," said Douglas A. Pertz,
Chairman and Chief Executive Officer of IMC Global.  "We
continue to actively pursue the sale of our remaining soda ash
and boron businesses."

With 2001 revenues of $2.0 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

As previously reported, Fitch Ratings has assigned a 'BB' rating
to IMC Global Inc.'s new 11.25% senior unsecured notes due June
1, 2011. Fitch has affirmed the 'BB+' rating on the senior
secured credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


INTEGRATED TELECOM: Court Denies Motion to Dismiss Case
-------------------------------------------------------
Integrated Telecom Express, Inc., announced that the United
States Bankruptcy Court for the District of Delaware denied the
motion filed by the Company's former landlord and largest
creditor to dismiss its bankruptcy case and to change the venue
of the bankruptcy case to the United States Bankruptcy Court for
the Northern District of California.

The Company has proposed a plan of reorganization that would
provide for the liquidation of the Company and distribution of
substantially all of the Company's cash and assets. Prior to
court approval of the plan of reorganization, the Company will
solicit acceptances from its creditors and stockholders.

At Sept. 30, 2002, the company's balance sheet shows $109
million in cash assets and $2.2 million in total liabilities.

Headquartered in San Jose, California with worldwide branch and
sales representative offices, Integrated Telecom Express is a
leading innovator and provider of Asymmetric Digital Subscriber
Line ("ADSL") chipsets, network protocol software and
development tools to meet ADSL market demand. ITeX's products
have been specifically designed to promote the rapid deployment
of ADSL CO and CPE equipment.  On October 8, 2002, the Company
filed with the United States Bankruptcy Court for the District
of Delaware a voluntary petition for relief under chapter 11 of
title 11 of the United States Code.  The Company's chapter 11
bankruptcy case was assigned to the Honorable Peter J. Walsh and
will be administered under Case Number 02-12945.  The Company is
continuing to operate its business and manage its property as a
debtor in possession pursuant to sections 1107(a) and 1108 of
the Bankruptcy Code.


J. CREW GROUP: December 2002 Revenues Up By 5.9%
------------------------------------------------
J. Crew Group, Inc. announced that revenues for the five weeks
ended January 4, 2003 were $132.0 million compared to $124.6
million for the five weeks ended January 5, 2002, an increase of
5.9%.  Comparable store sales for the Retail division declined
6.1% for the five weeks ended January 4, 2003 versus the
comparable period last year.  Net sales for the Direct division
increased 11.9% for the comparable five week period.

For the 48 weeks ended January 4, 2003, revenues were $732.6
million versus $742.1 million for the 48 weeks ended January 5,
2002, a decrease of 1.3%.  Comparable store sales for the Retail
division declined 10% for the 48 weeks ended January 4, 2003
versus the comparable period last year.  Net sales for the
Direct division decreased 3.9% for the comparable 48 week
period.

Ken Pilot, Chief Executive Officer, stated, "December sales
results and increased conversion rates were primarily driven by
improved customer service and higher markdowns versus a year
ago.  Importantly, we remain comfortable with our previous
guidance for full year EBITDA.  We're making progress on
focusing our assortments and leveraging our multi-channel
business, which will continue to be top priorities in the new
year."

J. Crew Group, Inc. is a leading retailer of men's and women's
apparel, shoes and accessories.  As of January 4, 2003, the
Company operated 152 retail stores, the J. Crew catalog
business, jcrew.com, and 43 factory outlet stores.

                           * * *

As previously reported, Standard & Poor's had lowered its
corporate credit rating on J. Crew Group Inc., to single-'B'-
minus from single-'B' based on the company's poor operating
performance over the past 16 months and weakening credit
protection measures. The outlook's negative.


KAISER: Retired Employees Seek Reactivation to Core Group List
--------------------------------------------------------------
Pursuant to the Order authorizing their appointment, the
Official Committee of Retired Salaried Employees in the Chapter
11 cases of Kaiser Aluminum Corporation and its debtor-
affiliates notifies the Court of its intention to be reactivated
to the "Core Group List."  The Retirees' Committee ceased its
initial term on September 30, 2002.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, relates that, on November 19, 2002, the
Debtors' Vice-President for Human Resources sent a letter to the
salaried retirees about the establishment of January 31, 2003 as
General Claims Bar Date.  The Debtors' Vice-President also sent
a Notice of the Bar Date and a Proof of Claim form.
Unfortunately, not all of the salaried retirees received a copy
of the letter, the Bar Date Notice and Proof of Claim form.  In
some cases, also, some retirees received a Notice of Bar Date
and Proof of Claim form without the letter.  Some received no
documents at all.

According to Mr. Rosner, the Debtors' Letter purports to assure
retirees that they need not be concerned with the bar date, but
it does not address:

   -- the rights to life insurance, which are retiree benefits
      that have been earned but will become owing in the future;

   -- the claims, if any, for prior reductions in benefits; or

   -- the legal basis for exemption of fully earned medical and
      pension benefits from the Bar Date.

The Letter does not also advise retirees clearly whether they
need to file a claim to preserve their right to benefits that
would be paid in the future, if the Debtors further reduce
retiree benefits.

As a result, the Retirees' Committee has received and expects to
continue to receive requests from the retirees for advice and
information on whether or not they need to file Proofs of Claim
and, if so, how they should do so in order to preserve their
various retiree benefits.  The Retirees' Committee believes that
these matters need to be resolved on an urgent basis given the
impending Bar Date.

There are two sensible approaches to resolve the oversights and
ambiguities in the Debtors' communications with retirees, Mr.
Rosner says.  A third approach is both wasteful of estate
resources and unnecessarily alarming to retirees.  The Retirees'
Committee wants to avoid the wasteful approach.  The two
approaches are:

1. The Debtors could stipulate that all the retiree claims are
   preserved, specifying that no retiree need file a Proof of
   Claim at this time; or

2. Absent a stipulation, the Retirees' Committee could assist
   retirees in filing thousands of protective claims, causing
   great alarm among the retirees and a wasteful avalanche of
   filed claims.  But this approach would also be incomplete, as
   the Retirees' Committee does not have current addresses for
   many retirees.

The third approach would be to reactivate the Retirees
Committee, to give it the power ordinarily provided to retirees
committees "to enforce the rights of persons under [the
Bankruptcy Code] as they relate to retiree benefits."  This
would enable the Retirees' Committee to file one timely Proof of
Claim to protect all salaried retirees.

Early in December, Mr. Rosner relates that he called the
Debtors' lead reorganization counsel and left detailed messages
on December 3 and December 9, 2002, proposing a stipulation
without the reactivation of the Retirees' Committee.  However,
the calls have not been returned.  This prompted to Retirees'
Committee to file a notice of reactivation.

                Stipulation with Retirees Committee

The Debtors reviewed the Notice of Reactivation filed by the
Retirees' Committee and determined that they would not benefit
from requiring 4,500 salaried retirees to file claims for
retirement and pension benefits at this time.  The Debtors note
that their retired salaried employees are currently receiving a
variety of retirement and pension benefits.

Accordingly, the Debtors entered into a stipulation with the
Retirees' Committee regarding the inapplicability of the General
Bar Date to the salaried retirees' claims for retirement and
pension benefits.

Specifically, the Debtors and the Retirees' Committee stipulate
and agree that:

A. The claims by the retired salaried employees or active
   disabled salaried employees of any of the Debtors and their
   covered dependents, beneficiaries and heirs are exempt from
   the General Bar Date, to the extent those claims are for:

   (a) medical benefits, including unpaid medical benefit claims
       in process, retiree medical plan benefits, prescription
       drug program benefits, prescription drugs or custodial
       care option benefits, vision expense benefits, bankruptcy
       COBRA benefits or COBRA continuation benefits;

   (b) pension benefits under any defined benefit or defined
       contribution plan covering salaried employees, including
       unpaid deferred vested pension benefits and unpaid lump-
       sum pension benefit distributions;

   (c) retiree life insurance benefits; and

   (d) disability benefits, including long-term disability
       benefits;

B. Any other claims of retired salaried employees against any of
   the Debtors, including, without limitation, the claims for
   benefits under the Kaiser Aluminum Supplemental Benefits
   Plan, long-term incentive amounts or severance, will not be
   exempt from the General Bar Date.  The retired salaried
   employees who have received notice of the General Bar Date
   must file proofs of claim for any of the non-exempt claims on
   or before the General Bar Date;

C. This Stipulation is without prejudice to the Debtors' right
   to seek Court approval, on notice to the Retirees' Committee,
   of a bar date with respect to any claims by the retired
   salaried employees or their covered dependents, beneficiaries
   or heirs for Medical Benefits, Pension Benefits, Retiree Life
   Insurance or Disability Benefits, should the Debtors conclude
   that it is necessary or appropriate to have that a bar date
   in these cases; and

D. The 20-day notice period in the Reactivation Notice will be
   deemed tolled.  The Notice will be deemed withdrawn upon
   Court approval of this Stipulation. (Kaiser Bankruptcy News,
   Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


KEMPER INSURANCE: S&P Cuts Ratings to BB+ over Management Change
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on the members of the
Kemper Insurance Cos. Intercompany Pool and reinsured affiliates
to 'BB+' from 'BBB-' because of unexpected changes in Kemper's
senior management.

Standard & Poor's also said that its lowered its subordinated
debt rating on Lumbermens Mutual Casualty Co.'s $700 million
surplus notes to 'B+' from 'BB'.

The outlook on all these companies is negative.

"The changes in Kemper's senior management, which were announced
on December 30, 2002, contribute to some uncertainty as to the
future direction of the company," explained Standard & Poor's
credit analyst Frederic A. Sklow. "The recently announced
retirement of Kemper's president and COO occurred at a time when
the company is in transition. Standard & Poor's views the
current senior management structure as an interim step, which--
when finalized--could result in a reassessment of decisions
initiated by previous senior management."

The members of the Illinois-based property/casualty pool are
Lumbermens (77% of the pool), American Motorists Insurance Co.
(15%), and American Manufacturers Mutual Insurance Co. (8%). The
ratings on the pool members are based on the business position
of Lumbermens, the pool's lead insurer. Lumbermens is one of the
top 10 players in the U.S. workers' compensation market. Kemper
remains committed to maintaining balance-sheet strength,
customer focus, and a strong workers' compensation franchise.
Kemper is exposed to execution risk as it exits business units
that account for a significant part of its book.

Kemper had a 9% share of the U.S. workers' compensation market
in 2001 based on net premiums written. Kemper has been working
to leverage its strong brand name in the workers' compensation
market to build a foothold into the excess casualty market. At
the same time, it is looking to broaden its product line and
reduce its dependence on workers' compensation. Standard &
Poor's considers this is an effective strategy given that the
workers' compensation market is experiencing significant
rate increases, intense competitive pressures, modification to
underwriting practices, and reserve-adequacy questions.


KMART CORP: Court Approves S&P Corporate Value's Engagement
-----------------------------------------------------------
Kmart Corporation and its affiliate debtors sought and obtained
the U.S. Bankruptcy Court for the Northern District of Illinois'
authority to employ Standard & Poor's Corporate Value
Consulting, a division of The McGraw-Hill Companies, Inc. as
valuation consultant to appraise their tangible and intangible
assets as necessary for their emergence from Chapter 11.

CVC will estimate the value of the Debtors' other tangible and
intangible assets that will not be covered by the valuation
analyses to be conducted by Miller Buckfire Lewis & Co. LLC,
Abacus Advisory & Consulting Corp., LLC and Rockwood Gemini
Advisors.  In particular, CVC's analysis will include the
valuation of the Debtors' tangible and intangible assets,
including but not limited to:

   (i) the furniture and fixtures at 1,800 stores, and the
       Debtors' headquarters and distribution centers;

  (ii) all leasehold improvements at leased stores and leased
       distribution centers;

(iii) Kmart-related brand rights like names and marks;

  (iv) key brand license agreements;

   (v) the pharmacy lists at 1,300 stores;

  (vi) proprietary software;

(vii) Kmart.com and Bluelight.com domain names;

(viii) certain contractual agreements; and

  (ix) the Debtors' equity interest in the Meldisco subsidiaries
       of Footstar, Inc., which operate footwear departments in
       Kmart stores.

Upon completion of its valuation analysis, CVC will provide the
Debtors with a final report on its findings.

The Debtors will compensate CVC for its services in
accordance with its customary hourly rates.  The Debtors will
also refund the firm its necessary out-of-pocket expenses.
CVC's hourly rates are:

                Professional            Rate
                ------------            ----
                Managing Director       $395
                Director                 375
                Manager                  325
                Senior Associate         245
                Associate                175
                Analyst                  110
                Administrative            50
(Kmart Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LUCENT TECH: Will Host Webcast to Discuss Q1 Results on Jan. 22
---------------------------------------------------------------
Lucent Technologies (NYSE: LU) invites investors and others to
listen to its quarterly results conference call to be broadcast
live over the Internet on Wednesday, Jan. 22, 2003, at 8:30 a.m.
EST.

    What:    Lucent Technologies First Fiscal Quarter 2003
             Financial Results Conference Call

    When:    Wednesday, Jan. 22, 2003, 8:30 a.m. EST

    Where:   http://www.lucent.com/investor/conference/webcast

    How:     Simply log on to the Web at the address above, then
             click on the "audio" button

    The call will be available for replay on Lucent's Web site
through Jan. 29, 2003, at:

         http://www.lucent.com/investor/conference/webcast

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks.  The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers.  For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com

Lucent Technologies' 7.700% bonds due 2010 (LU10USR1),
DebtTraders says, are trading between 32 and 35. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.


LUMENON: Will Likely File If Unable to Restructure Notes
--------------------------------------------------------
Lumenon Innovative Lightwave Technology Inc.'s Canadian unit
received court approval granting it protection from its
creditors, Dow Jones reported.  Lumenon's LILT Canada Inc., unit
had filed a petition under the Canadian Companies' Creditors
Arrangement Act with the Superior Court of Quebec. All of
Lumenon's operations and activities are performed through LILT.

In a press release on January 8, 2003, Lumenon said the
deterioration and the continuing uncertainty in the
telecommunications sector made it "extremely" difficult to
obtain adequate financing to allow it to continue its
operations. If Lumenon fails to restructure its obligations
under the notes or if the noteholders exercise the default
remedies that they are entitled to exercise upon a default under
the notes, Lumenon will be required to seek protection under
chapter 11 of the U.S. Bankruptcy Code, Dow Jones reported. (ABI
World, Jan. 9)


N2H2: First Quarter 2003 Results Webcast Scheduled for Jan. 23
--------------------------------------------------------------
N2H2 Inc. (OTC: NTWO) announces the following Webcast:

    What:  N2H2 Inc. First Quarter 2003 Results Webcast

    When:  01/23/03 @ 5:00 p.m. Eastern

    Where:  http://www.firstcallevents.com/service/ajwz371807857gf12.html

    How:   Live over the Internet -- Simply log on to the web
           at the address above.

Contact: David Burt, Public Relations Manager,
         +1-206-892-1130, or dburt@n2h2.com

If you are unable to participate during the live webcast, the
call will be archived at http://www.n2h2.com

N2H2 is a global Internet content filtering company. N2H2
software helps customers control, manage and understand their
Internet use by filtering Web content, monitoring Internet
access and delivering concise reports on user activity. These
safeguards enable organizations of any size to limit potential
legal liability, increase user productivity and optimize network
bandwidth.

N2H2's Bess and Sentian product lines are powered by N2H2's
premium- quality filtering database -- a list consistently
recognized by independent and respected third-parties as the
most effective in the industry. Based in Seattle, WA and serving
millions of users worldwide, N2H2's software products are Cisco
Verified, Microsoft Gold Certified and Check Point OPSEC
compliant and are available for major platforms and devices.
Additional information is available at http://www.n2h2.comor
206-336-1501 or 800-971-2622.

                         *   *   *

The company's September 30, 2002 Form 10K filing states:

"If we are unable to achieve profitability as planned, we may
need additional funding to continue operations. We may be unable
to obtain additional funding and any funding we do obtain could
dilute our shareholders' ownership interest in N2H2.

Our future revenues may be insufficient to support the expenses
of our operations and the expansion of our business. We may
therefore need to raise additional capital to finance our
operations. If we cannot raise funds on acceptable terms, we may
not be able to develop or enhance our products and services,
take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements. In addition, if we
cannot raise funds on acceptable terms and do not achieve
profitability, we may be forced to reduce or cease operations.

We believe that our existing cash and cash equivalents will be
sufficient to meet our capital requirements for at least the
next 12 months. However, we may seek additional funds before
that time through public or private equity financing or from
other sources to fund our operations and pursue our business
strategy. We have no commitment for additional financing, and we
may experience difficulty in obtaining additional financing on
favorable terms, if at all. The recent delisting of our common
stock from the Nasdaq National Market, and commencement of
trading on the OTC-BB may also make it even more difficult for
us to obtain financing. Further, if we issue additional equity
securities, shareholders may experience significant dilution,
and the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common
stock.

We have a history of losses and may not achieve profitability,
which could force us to reduce or cease operations.

We have incurred net losses in each quarter since we
incorporated in 1995. We incurred net losses of $881,000 for
1997, $2.6 million for 1998, $7.7 million for 1999, $39.3
million for 2000, $35.5 million for 2001 and $6.6 million for
2002. If we fail to achieve and maintain profitability, our
stock price will decline, our future capital raising efforts
will be impaired and we may be forced to reduce or cease
operations.

Our recent restructuring initiatives have reduced our costs and
operating expenses. However, despite these initiatives, our
operating expenses will continue to consume a significant amount
of our cash resources in the near term. In addition, the
restructuring may adversely affect our business and operating
results. As a result, we will need to significantly increase our
revenues in order to achieve profitability. Although our
revenues have grown in recent quarters, we may not be able to
continue this growth to achieve or maintain profitability. Our
continued losses and financial condition may cause some of our
potential customers to question our viability, which may hamper
our ability to sell our products."

As of September 30, 2002, the company's balance sheet posted
total assets of $8,635,000 against total liabilities of
$10,407,000.


NAT'L CENTURY: Taps Williams & Prochaska as Litigation Counsel
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek the Court's authority to employ Williams &
Prochaska, PC as special litigation counsel in these Chapter 11
cases, pursuant to Section 327(e) of the Bankruptcy Code and
Rule 2014 of the Federal Rules of the Bankruptcy Procedure, nunc
pro tunc to October 8, 2002.

The Debtors anticipate that W&P will render litigation services
in certain pending matters in the State of Tennessee and other
additional matters that may arise in the State of Tennessee
during the course of these Chapter 11 cases.

Since July 28, 1999, W&P has represented the Debtors as
creditors in various bankruptcy matters, most significantly in
the Medshares Cases in the U.S. Bankruptcy Courts for the
Western District of Tennessee.  The Medshares Cases involve
healthcare receivables the Debtors purchased in aggregate
amounts exceeding $100,000,000.  W&P has represented the Debtors
in numerous matters arising during the more than three years
that the Medshares Cases have been pending, including, but not
limited to:

   a) the entry of orders approving the Debtors' sale and
      subservicing agreements on a postpetition basis under
      Sections 363 and 364 of the Bankruptcy Code;

   b) the resolution of discovery litigation;

   c) the replacement of Medshares management;

   d) the proposal of plans of reorganization; and

   e) a negotiated sale of Medshares' assets, which has yet to
      be submitted to the Court under Section 363 of the
      Bankruptcy Code, or to be consummated.

W&P also represented the Debtors in the State Court litigation
captioned, "Columbia/HCA Healthcare Corporation v. Medshares
Consolidated, Inc. and National Century Financial Enterprises,
Inc." that is pending in the Chancery Court of Davidson County,
Tennessee.  In this case, the plaintiffs are asserting claims
exceeding $10,000,000.

In addition, W&P has represented the Debtors in additional
matters and assisted the Debtors' attorneys in developing legal
strategies and writing briefs, which include:

   (a) issues involving the sale/finance of Medicare and
       Medicaid accounts, including the purported "anti-
       assignment" provisions of the Social Security Act and
       related regulations;

   (b) issues surrounding asserted government claims, including
       governmental "singular-entity" theories;

   (c) bankruptcy and postpetition financing issues; and

   (d) the operation of Article 9 of the Uniforms Commerce Code
       with respect to the sales and finance of medical
       Receivables and other collateral.

Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, informs the Court that the Debtors have retained
Jones, Day, Reavis & Pogue as counsel and Bricker & Eckler, LLP
as special litigation counsel and may file applications to hire
additional law firms as special counsel for other identified
projects.  Because of Jones Day and Brickler & Eckler's well-
defined roles as counsels to the Debtors, Mr. Witalec assures
Judge Calhoun that W&P and any additional special counsel will
not duplicate the services that they provide to the Debtors.

Mr. Witalec contends that W&P is well qualified to represent the
Debtors in Tennessee bankruptcy and litigation matters involving
the Debtors' purchase or financing of healthcare receivables and
the preservation of those receivables.  Specifically, Ernest B.
Williams, IV, Managing Shareholder of W&P, has represented many
healthcare receivable financiers acting as creditors both inside
and outside of bankruptcy.  Mr. Williams has lectured
extensively on the subject of financing healthcare receivables
and has written articles and course materials on the subjects of
financing and the preservation and collection of healthcare
receivables in bankruptcy.  Moreover, Mr. Williams formed what
is now the healthcare bankruptcy subcommittee of the American
Bar Association Business Section, Business Bankruptcy Committee,
and assisted the drafters of the new Article 9 of the UCC with
respect to healthcare receivables.

Furthermore, W&P is familiar with the Debtors' sales and
subservicing agreements and other existing agreements, and has
conducted evidentiary hearing based on these documents.  W&P is
familiar with issues concerning reimbursement of accounts
receivable by third party obligators, the factoring of
healthcare receivables and the various legal and regulatory
matters concerning the operation of healthcare providers.

In addition, W&P members are duly licensed to practice before
District Courts for the Middle, Western and Eastern Districts of
Tennessee, the U.S. Court of Appeals for the Sixth Circuit and
the U.S. Supreme Court.

Mr. Witalec reports that, as compensation for the services, W&P
intends to:

  -- charge for its legal services on an hourly basis in
     accordance with its ordinary and customary hourly rates in
     effect on the date services are rendered;

  -- seek reimbursement of actual and necessary out-of-pocket
     expenses.

Currently, W&P's hourly rates of its professionals are:

   Professional                   Position      Rate
   ------------                   --------      ----
   Connie M. Bembrey              paralegal      $95
   Michael Bursi                  attorney       235
   Victoria Ferraro               attorney       150
   Allison C. Hill                paralegal       95
   Tiffany Israel                 paralegal       70
   Anna K. Maggard                paralegal       95
   Shelly Miles                   paralegal       55
   Joseph R. Prochaska            attorney       235
   Harris P. Quinn                attorney       250
   Jacqualine Recht               attorney       150
   Margaret Samples               paralegal       95
   Diane C. Spears                attorney       185
   Randall J. Spivey              attorney       150
   Sabin T. Thompson              attorney       250
   Vicki Thompson                 paralegal       95
   Ernest B. Williams, IV         attorney       250

Mr. Witalec notes that W&P's hourly rates may change from time
to time in accordance with their established billing procedures.
Accordingly, W&P will maintain detailed records of time and any
actual expenses incurred in rendering legal services.

During the 12 months prior to the Petition Date, Mr. Witalec
says, W&P has received payments amounting to $710,880 from the
Debtors for compensation and reimbursement.  They also hold a
$10,000 prepetition retainer.

Joseph R. Prochaska, Esq., Managing Shareholder of W&P, assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code because:

   (a) W&P does not represent, and has not represented, any
       entity other than the Debtors in matters related to these
       Chapter 11 cases;

   (b) Prior to the Petition Date, W&P performed certain legal
       services for the Debtors.  After reconciliation of the
       prepetition payments and the completion of any
       necessary adjustments to the amount and application of
       retainer proceeds, W&P does not believe that it will be
       owed any outstanding prepetition amounts by the Debtors;

   (c) From time to time, W&P likely has represented, and likely
       will continue to represent, certain other creditors of
       the Debtors and various other parties actually or
       potentially adverse to the Debtors in matters unrelated
       to the Debtors or these Chapter 11 cases.

Mr. Prochaska also informs the Court that W&P had researched its
client database to determine whether it had any relationship
with any parties-in-interest in these cases.  However, because
the Debtors are a large enterprise, W&P is unable to state with
certainty that every client representation has been disclosed.
Thus, if W&P discovers additional information, W&P will file a
supplemental disclosure with the Court.

W&P intends to apply to the Court for payment of compensation
and reimbursement of expenses in accordance with applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the
Local Rules of the Court. (National Century Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Settlement Pact with Russel Parties Approved
------------------------------------------------------------
National Steel Corporation, together with its debtor-affiliates
ask the Court to approve their settlement agreement with Robert
E. Russell, Molten Steel Products, Inc., and Steel Services &
Specialties, Inc., which compromises their claims against the
Russell Parties.

Mark P. Naughton, Esq., at Piper Rudnick, in Chicago, Illinois,
explains that the claims arise out of Mr. Russell's entry of a
guilty plea on July 23, 2002 before the U.S. District Court for
the Southern District of Illinois to one count of mail fraud and
one count of false tax return, in connection with a bribery
scheme against National Steel.  In pleading guilty, Mr. Russell,
whose companies supplied raw materials to National Steel,
confessed that he paid a high-ranking officer at National Steel
$991,763 in bribes between 1994 and 1999 to help secure National
Steel business for the Russell Parties.

National Steel had urged the U.S. Attorney's Office and the U.S.
Probation Office to seek $3,553,742 in criminal restitution for
National Steel from Mr. Russell.  The restitution charges
consist of three categories of damages:

    (a) $991,763 for the illegal kickbacks bestowed on the
        National Steel employee, which National Steel would
        otherwise have obtained in the form of a discount on the
        materials it purchased from the Russell Parties;

    (b) $1,374,719 for cost incurred to employ the NSC officer
        during his years of disloyalty; and

    (c) $1,187,260 for the Debtors' cost of lost use of funds as
        a result of the bribery scheme.

Russell vigorously opposed the restitution claim, arguing that:

   (1) the claims for the cost the Debtors incurred as a result
       of the employment of the disloyal officer and the cost of
       lost use of funds as a result of the bribery scheme were
       not appropriate under restitution statutes;

   (2) he is entitled to set off the Debtors' claims for the
       illegal kickbacks based on his prepetition and
       administrative claims against NSC; and

   (3) he is entitled to a further set-off as a result of the
       Debtors' January 2001 settlement, worth at least
       $3,000,000, with the officer receiving the bribes.

Based on the arguments presented by the National Steel and the
Russell Parties, the Probation Office subsequently informed the
sentencing court that it recommended $991,773 in criminal
restitution to National Steel and that it was not aware of
statutory authority to support the rest of National Steel's
claims for damages.

Mr. Naughton relates that National Steel and the Russell Parties
have decided to enter into a settlement agreement as an
alternative to litigating their claims and defenses.

The pertinent terms of the Settlement Agreement include:

    -- The Russell Parties will cause to be paid by wire
       transfer to National Steel in immediately available funds
       the sum of $2,200,000 to be paid in three installments:

       (1) $1,000,000 was paid on December 13, 2002 as the first
           installment;

       (2) $750,000 will be paid on January 31, 2003 as second
           installment; and

       (3) $450,000 will be due by May 31, 2003 as final
           installment.

       The Settlement Amount will be reduced to $2,175,000 if
       the Russell Parties make their final payment by January
       31, 2003;

    -- Any payments will be held in an interest-bearing trust
       account by Williams & Connolly LLB, National Steel's
       counsel pending Bankruptcy Court Approval;

    -- Within five business days after receiving the full
       payment of each of the Second and Third Installments,
       National Steel will return to the Russell Parties'
       counsel a letter of credit securing the installment for
       which the payment was made;

    -- The Russell Parties will cooperate fully with National
       Steel in any litigation to the subject matter of Mr.
       Russell's guilty plea.  The Russell Parties also waive
       any and all claims against National Steel; and

    -- National Steel will not seek further restitution from any
       Russell Party relating to the subject matter of the Plea.

Mr. Naughton contends that the Settlement Agreement provides the
Debtors and their estates with substantial benefits because:

      (i) National Steel will recoup a substantial portion of
          its actual damages pursuant to the Russell Parties'
          obligation to make substantial restitution;

     (ii) While National Steel believes that the likelihood of
          success in the underlying litigation is high, the
          Settlement Agreement provides for prompt payment of a
          substantial portion of the amounts it claimed;

    (iii) The Settlement requires the Russell Parties to
          cooperate in connection with any other litigation
          involving the misconduct;

     (iv) The parties will exchange mutual releases; and

      (v) The Settlement avoids the uncertainty, risk and
          expense associated with the litigation of National
          Steel's claims against the Russell Parties.  To date,
          National Steel has incurred considerable expense
          prosecuting these.  National Steel believes it is
          likely to incur other significant expense if not for
          the Settlement.

For these reasons, the settlement should be approved. (National
Steel Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONAL STEEL: USWA Supports U.S. Steel's Buyout Offer
-------------------------------------------------------
The United Steelworkers of America (USWA) reacted positively to
the opportunity that it said U. S. Steel's (NYSE: X) offer to
buy the assets of National Steel presents for the Union to
continue playing a leading role in the consolidation process,
similar to the one that led to the International Steel Group's
(ISG) announcement earlier this week that it will purchase the
operating assets of Bethlehem Steel.

The Union said that the U. S. Steel offer provides an attractive
alternative in the event National is unable to emerge from
bankruptcy as a strong, viable stand-alone company.

"While the USWA will continue to work on a stand-alone plan for
reorganization," said USWA international president Leo W.
Gerard, "we have been strong advocates for consolidation for a
long time.  Should consolidation prove to be the better
alternative for our members, our long relationship with U. S.
Steel will be helpful in building upon the consolidation process
that got a major boost with ISG's offer to buy Bethlehem."

Gerard stated that the principles for a humane consolidation in
the American steel industry were set by the USWA's Basic Steel
Industry Conference (BSIC).  In its policy statements, the union
has encouraged negotiations with distressed companies by buyers
committed to adequately capitalizing steel- making operations
and growing a strong domestic steel industry in the U.S.

The USWA has already reached a tentative agreement with ISG,
which had previously purchased the steelmaking assets of LTV
Steel.  The tentative agreement with ISG establishes industry-
leading wages, pensions and profit sharing, broadens worker
input into production decisions, establishes ground- breaking
company commitment to maintain, operate and invest in domestic
steel operations and to maintain prudent debt levels, maintains
strong limits on outside contracting, creates a new training
program directed by the Union, which will rectify years of
neglect, and funds health care for current and future retirees.

"These fundamental improvements in the structure of labor-
management relations will provide better pay, more secure
retirement and greater long- term employment security for our
members while increasing productivity and profits," Gerard said.
"We look forward to discussing the progress we have already made
in the ISG negotiations with U. S. Steel as it pursues
purchasing National."

In the meantime, the Union said, it will continue working with
National's management on a stand-alone plan of reorganization.

DebtTraders reports that National Steel Corp.'s 9.875% bonds due
2009 (NSTL09USR1) are trading between 50 and 65. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONSLINK: Fitch Affirms Certain Series 1999-1 Note Ratings
-------------------------------------------------------------
NationsLink Funding Corp.'s pass-through certificates, series
1999-1, are upgraded by Fitch Ratings as follows: $64.2 million
class B to 'AA+' from 'AA', $61.1 million class C to 'A+' from
'A' and $67.2 million class D to 'BBB+' from 'BBB'. In addition,
the following classes are affirmed by Fitch: $137 million class
A-1, $659.7 million class A-2, and interest-only class X are
affirmed at 'AAA', $9.2 million class G at 'BB-' and $30.6
million class H at 'B'. Fitch does not rate classes E, F, J and
K. The rating affirmations follow Fitch's annual review of the
transaction which closed in August 1999.

The upgrades are primarily due to loan amortization and the
continued strong performance of the transaction. The
certificates are collateralized by 330 fixed-rate mortgage
loans. The most significant property type concentrations are
multifamily (32%) and retail (25%). The properties are located
in 34 states, with a significant concentration in CA (30%). As
of the December 2002 distribution date, the pool's aggregate
principal balance has been reduced by 5% to $1.16 billion from
$1.22 billion at closing. There has been one realized loss in
the transaction, totaling $1.7 million.

ORIX, the master servicer, collected year-end 2001 property
financial statements for 96% of the loans by principal balance.
Based on these borrower provided financials, the pool's 2001
weighted average debt service coverage ratio (DSCR) increased to
1.81 times up from 1.70x YE 2000 and 1.49x at issuance. 33 loans
(10%) were reported to be on the master servicer watchlist. Of
these, only four loans (5%) were found to be of concern. In
addition, there are currently five loans (1%) in special
servicing. Of the specially serviced loans, four are current,
and one is 60 days delinquent. The Aplex Building, an industrial
property located in Sunnyvale, CA, with a current loan balance
of $4.6 million, representing 0.4% of the pool, is 60 days
delinquent. The loan transferred to the special servicer because
two consecutive loan payments were missed. The special servicer
is confident that the loan will be brought current by the
borrower. Five loans (3%) reported YE 2001 DSCRs below 1.0x.
Fitch Ratings obtained a copy of the document exception report
from Wells Fargo, the trustee, and found one loan (3%) with a
document defect.

Fitch modeled the transaction taking into account the specially
serviced loans, loans below 1.0x and other loans of concern
assuming they would default. Based on this analysis and the
transaction's improved performance, upgrades to certain classes
were warranted.

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


NETZEE INC: Terminates SEC Reporting and Proceeds to Liquidate
--------------------------------------------------------------
Netzee, Inc. (OTCBB:NETZ), announced that it filed a Form 15
with the SEC terminating Netzee's obligation to file periodic
and current SEC reports.

As a result, prices for Netzee's common stock will cease to be
quoted on the OTC bulletin board. As previously announced,
Netzee recently completed the sale of substantially all of its
assets to a subsidiary of Certegy Inc. and will proceed to
liquidate and dissolve Netzee. As previously announced, Netzee
intends to make a liquidating distribution to holders of Netzee
common stock of up to $0.50 per share in the liquidation. Netzee
intends to begin its liquidation and commence dissolution
proceedings as soon as practicable.


OWENS CORNING: Inks Stipulation Resolving Crompton Corp.'s Claim
----------------------------------------------------------------
Prior to the Petition Date, Owens Corning, together with its
debtor-affiliates and Crompton Corporation were parties to a
Purchase Agreement dated January 1, 1990, by which Crompton
agreed to sell and deliver to the Debtors, and the Debtors
agreed to purchase from Crompton, certain products.  By virtue
of an amendment to the Purchase Agreement dated July 12, 1999,
Crompton became obligated to pay to Owens Corning certain
rebates amounting to $250,000 per quarter; provided, however
that these rebates were payable only after Owens Corning's
performance.

As of the Petition Date, the Debtors owed Crompton $1,197,907.81
on account of product purchases.  The Debtors also assert that
it was owed $250,000 by Crompton on account of unpaid rebates.
Crompton asserted a $1,197,907.81 proof of claim and a
$353,198.58 reclamation claim against the Debtors, under which
Crompton seeks the return of products that allegedly was
delivered to the Debtors before the Petition Date.

On February 15, 2002, the Debtors sought to allow the Crompton
Reclamation Claim as a $113,075.83 administrative expense
priority claim.  The Debtors also asked the Court to deny the
administrative expense priority status for the remainder of the
Compton Reclamation Claim on several bases, including the
assertion that certain of the product subject to the claim was
either wholly or partially consumed as of the date the Crompton
Reclamation Claim was made.

The Debtors and Crompton have discussed this issue, as well as
the assumption or rejection of the Purchase Agreement and have
agreed on a resolution of the Reclamation Motion as well as the
assumption of the Purchase Agreement on these terms:

   A. The Debtors will be authorized and directed to assume the
      Purchase Agreement in exchange for a $405,497 "cure"
      payment;

   B. The assumption of the Purchase Agreement will resolve any
      and all issues relating to the Debtors' Reclamation Motion
      and the Crompton Reclamation Claim and no additional
      amount will be payable to Crompton on account of the
      Crompton Reclamation Claim;

   C. Crompton will file an amended proof of claim indicating
      that the amended amount of the Crompton Proof of Claim is
      $0;

   D. The modified Purchase Agreement will no longer be subject
      to timely appeal once approved by the Court and will
      supersede and replace the Purchase Agreement and will
      become the agreement governing the relationship between
      the parties;

   E. The stipulation resolves all outstanding claims that
      existed as of the Petition Date between the Debtors and
      Crompton including without limitation those related to the
      Crompton Proof of Claim and the Crompton Reclamation
      Claim; provided, however, that the Debtors will retain any
      and all claims against Crompton on account of any
      warranties provided in connection with the product
      purchased by the Debtors from Crompton; and

   F. After receipt by Crompton of the Cure Amount, the
      Reclamation Motion, insofar as it relates to the Crompton
      Reclamation Claim, will be deemed settled and resolved.
      (Owens Corning Bankruptcy News, Issue No. 43; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Wants Exclusive Period Extended through April 30
-------------------------------------------------------------
Pacific Gas and Electric Company, and its debtor-affiliates ask
the Court to further extend the period during which it maintains
plan exclusivity pursuant to Section 1121(c)(3) of the
Bankruptcy Code -- except with respect to the California Public
Utilities Commission and the Official Committee of Unsecured
Creditors -- until April 30, 2003.

Although no other party has formally sought to file a competing
Chapter 11 plan, PG&E believes that if another party were to fie
a plan at this time, it would be both confusing and
counterproductive.  There are now two competing Chapter 11 Plans
for which the Court has approved the Disclosure Statements, for
which balloting has been completed, and for which the
confirmation hearing is still ongoing.  Gary M. Kaplan, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin, points out
that, among other things, it would be impossible for another
plan to be included on the same time track as the PG&E Plan and
CPUC Plan, and would serve no useful purpose.

Mr. Kaplan reminds Judge Montali that during the June 27, 2002
Hearing on PG&E's most recent motion to extend exclusivity, the
Court even stated that:

     "I do think there would be some unnecessary disruption
     and confusion to have a wholesale invitation for anyone
     to file a plan who feels a need to do so . . . . And so
     I think I will leave the burden on other plan proponents
     at this time to come to court and show why they -- it or
     they ought to be entitled to break the exclusivity that
     I will continue for the debtor . . . .  [I]f there is a
     serious proponent who wishes to file a plan, I will be
     willing to take a request to break exclusivity on an
     expedited basis."

Mr. Kaplan further contends that the sheer size and complexity
of PG&E's Chapter 11 case is enough "cause" to extend the Plan
Exclusivity Period.  The PG&E case involves tens of billions of
dollars of assets and claims of more than 13,000 creditors.  The
case is also exceedingly complex, based on PG&E's status as a
utility company subject to a myriad of state and federal
statutes, rules and regulations, and the fact that PG&E
continues to grapple with the effects of an unprecedented energy
crisis.

Mr. Kaplan assures Judge Montali that the requested extension
will protect this process while the PG&E Plan confirmation
efforts are concluded, which could take several months.  "There
is nothing to suggest that PG&E seeks the requested extension in
order to pressure its creditors to accede to its reorganization
demands," Mr. Kaplan says.  "Rather, PG&E has continued to
diligently work the plan confirmation process, in an effort to
accelerate the resolution of this case for creditors and other
interested parties as quickly as possible."

The Court will convene a hearing on January 22, 2003 to consider
PG&E's request.  Accordingly, Judge Montali extends PG&E's
exclusive filing period until the conclusion of that hearing.
(Pacific Gas Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PERMAGRAIN PRODUCTS: Creditors Meeting Tomorrow in Philadelphia
---------------------------------------------------------------
The United States Trustee will convene a meeting of Permagrain
Products, Inc.'s creditors on January 14, 2003, at 10:00 a.m.,
at the UST's office in Philadelphia, located in The Curtis
Center, Room 950 West, at 9th and Walnut Streets.  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.

Permagrain Products, Inc., operated a flooring manufacturing
business and used radioactive cobalt-60 to mold plastics with
wood to harden and extend the life of commercial flooring. The
company ceased operations November 11, 2002. The Company filed
for Liquidation under Chapter 7 of the Bankruptcy Code on
December 17, 2002 in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania. Jeffrey Kurtzman, Esq., at Klehr,
Harrison, Harvey, Branzburg & Ellers LLP represent the Debtor as
it winds up its operations.


REMINGTON ARMS: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Remington Arms Co. Inc.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $175 million senior notes due 2011. The outlook is
stable. Madison, North Carolina-based Remington had pro forma
total debt of $274 million, including $30 million of RACI
Holding Inc. debt, as of September 30, 2002.

"The firearms and ammunition industry has mature growth
prospects reflecting long product life cycles, industry
regulation, and safety concerns. The company's EBITDA has been
relatively flat since 1998 reflecting the mostly trade-up nature
of demand and the weak economy," said Standard & Poor's credit
analyst Andy Liu.

"Competition in the ammunition segment is intense, and is based
largely on price, with two other major players in the industry.
Regulatory proposals regarding gun control, even if never
enacted, may affect consumer perceptions and sales prospects,"
added Mr. Liu.

The hunting and shooting sports business is expected to exhibit
mature growth over the intermediate term. Standard & Poor's
expects that the company will restrain future dividends to
levels that maintain appropriate credit measures for the current
ratings.

Remington is the only major U.S. manufacturer of both firearms
and ammunition, which reinforces its strong brand name. The
company is the leading U.S. rifle manufacturer, the second-
largest shotgun maker, and the largest producer of ammunition.

Standard & Poor's analyzes RACI Holding Inc. and its Remington
Arms operating subsidiary on a consolidated basis due to
Remington Arms' obligation to service $30 million of holding
company notes.


RENT-WAY: S&P Further Junks Corp. Credit & Bank Loan Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Rent-Way Inc. to 'CCC' from 'CCC+'.

Standard & Poor's also removed the ratings from CreditWatch with
negative implications. The outlook is developing. The Erie, Pa.-
based company had $277 million of debt outstanding on the bank
loan as of Sept. 30, 2002.

"The rating action is based on our ongoing concern about Rent-
Way's ability to refinance its bank loan that matures in
December 2003 amid the uncertain outcome of federal
investigations and class action lawsuits against the company,"
said Standard & Poor's credit analyst Robert Lichtenstein.

"The ratings could be downgraded if the outcome of the
investigations and lawsuits are to the detriment of the company,
negatively impacting its ability to refinance its bank loan.
However, if the company is able to refinance its bank loan or
obtain cash from other sources, the ratings could be upgraded,"
added Mr. Lichtenstein.

Improper accounting entries were made in fiscal 2000, 1999, and
1998 that overstated assets and income and understated
liabilities and expense. The class action alleges that as a
result of accounting irregularities, the company's previously
issued financial statements were materially false and
misleading. The lawsuits seek damages in unspecified amounts. In
addition, there are pending federal governmental investigations
by the SEC and the U.S. Attorney regarding the accounting
irregularities.

In an effort to improve its liquidity, the company entered into
an agreement to sell 295 of its stores to Rent-A-Center Inc. for
$101.5 million in cash. The transaction is expected to close in
the second quarter of fiscal 2003. Proceeds from the sale will
be used to pay down existing bank debt.

Rent-Way is the second largest operator of rental-purchase
stores in the U.S. Rent-Way rents name-brand merchandise, such
as home entertainment equipment, computers, furniture, and
appliances from 1,062 stores located in 42 states.


SOLUTIA INC: Sees Loss in Fourth Quarter Operating Results
----------------------------------------------------------
Solutia Inc. (NYSE: SOI) indicated that fourth quarter earnings
are expected to be a loss of approximately 20 cents per share,
including a net charge of approximately 4 cents per share
related to Solutia's interest in the Flexsys rubber
chemicals joint venture.  Operating results versus previous
guidance were negatively impacted by weaker downstream markets,
elevated raw material costs and reduced earnings from joint
ventures.  This estimate of fourth quarter results includes the
operations of the resins, additives and adhesives businesses.
These businesses will be reported in Solutia's Annual Report on
Form 10-K for the period ended Dec. 31, 2002, as discontinued
operations due to their pending sale to UCB S.A.

"We continue to operate in a very difficult environment
characterized by weak global demand and high raw material and
energy costs," said Chairman and Chief Executive Officer John C.
Hunter.  "Despite these challenging business conditions, our
focus on cash generation has allowed us to reduce overall debt
by approximately $110 million over the prior year.  We will
continue to manage the company with a keen focus on cash
generation and strengthening of the balance sheet, which will
give us the flexibility to manage future business risk and
uncertainty, while capitalizing on our commercial
opportunities," Hunter noted.

The fourth quarter charge associated with the Flexsys joint
venture relates to the write-down of assets to fair market value
at its Nitro, West Virginia, facility.  This charge of
approximately 4 cents per share represents Solutia's 50 percent
interest in the results of operations of the joint venture.

Solutia plans to discuss its earnings in greater detail at its
fourth quarter earnings conference call on Friday, Jan. 31,
2003, at 9 a.m. central time.  The teleconference will be
webcast on its Web site at:
http://www.solutia.com/pages/corporate/investors/investor_relati
ons.asp under the presentations and speeches tab.

Solutia -- http://www.Solutia.com-- uses world-class skills in
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.
Solutia is a world leader in performance films for laminated
safety glass and after-market applications; resins and additives
for high-value coatings; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.

The Troubled Company Reporter's December 9, 2002 edition reports
that Fitch Ratings has affirmed the ratings of Solutia Inc.
Fitch currently rates Solutia's senior secured bank facility at
'BB-' and senior secured notes at 'B'. The Rating Outlook's
Negative.

Solutia had announced that it has signed a definitive agreement
to sell its resins, additives and adhesives business
to UCB S.A. for $500 million. Although the application of net
sale proceeds toward debt reduction could be significant,
Solutia would be loosing a solid EBITDA-contributing business
and interest coverage may only be mildly affected. In addition,
the company still faces challenging industry conditions and the
unknown impact of the final resolution to ongoing
polychlorinated biphenyl-related litigation.


SYNSORB BIOTECH: Icoworks to Auction Pharmaceutical Mfg. Assets
---------------------------------------------------------------
Paragon Polaris Strategies.com Inc. DBA Icoworks, Inc.
(OTCBB:ICOW) and (ICOW.BE: BERLIN) announced that it will be
conducting an auction for the complete liquidation of the
biotech lab & pharmaceutical manufacturing equipment assets of
Synsorb Biotech Inc.'s 30,000 square foot, state-of-the-art
pharmaceutical manufacturing facility located in Calgary,
Alberta.

The auction will be held at 9:00 AM MST on January 15 and 16,
2002 at the Icoworks Services Ltd. auction facility located at
2020 Pegasus Rd NE, Calgary, Alberta, Canada. Over 1000 lots of
late model biotech lab and pharmaceutical equipment will be
auctioned, of which the majority was purchased and installed in
1998 and has seen limited use. Items can be previewed by
downloading the Synsorb auction catalogue online at
www.icoworks.com.

"We are extremely pleased to have won the Synsorb contract.
Millions of dollars worth of specialized equipment will be
auctioned over two days, and bids will be coming in 'live' from
around the world," stated Graham Douglas, President of Icoworks.

As part of Icoworks' continued strategy to maximize auction item
values and increase exposure, interested bidders will be able to
bid on-site or online through Icoworks' live Internet auction
partner, BidSpotter, Inc. BidSpotter has been involved in the
setup, implementation, administration and reconciliation of
consumer, industrial and real estate auctions around the world.
To date, BidSpotter.com has provided webcast services to over
100 auction houses, has completed more than 400 successful live
Internet auction webcasts and represents thousands of bidders
from 87 different countries and every state in the USA.

Paragon Polaris Strategies.com Inc. DBA Icoworks, Inc. has
entered into a merger agreement to acquire Icoworks. Icoworks --
http://www.icoworks.com-- is an integrated
Commercial/Industrial Auction company. Icoworks, through its
subsidiaries, offers a complete array of industrial, oilfield
and commercial appraisal, liquidation and auction services.
Every Icoworks auction or liquidation benefits from many years
of experience in the industry, and a corresponding network of
almost 200,000 proven purchasers. As a private firm, they have a
25-year history of profitability, qualified experienced
management, very good industry contacts and a high-quality
reputation for finding qualified buyers for their sellers.


THAON COMMS: Executes Reverse Split as Part of Restructuring
------------------------------------------------------------
Thaon Communications, Inc. (OTC Bulletin Board: THAO) announced
that it is executing a 50 to 1 reverse split of its common stock
effective at the opening of business on Friday, January 10, 2003
for all shareholders of record as of January 9, 2003.

Also effective at the opening of business on Friday, January 10,
2003, Thaon's stock ticker symbol will change to "THON.OB".

Thaon will have a total of approximately 2,684,312 shares of
common stock outstanding after the split, allowing a slight
variance for rounding. All fractional shares will be rounded up
to the next whole share.

Additionally, Thaon announced that its subsidiary, Prime Time
Media Solutions, filed Chapter 7 bankruptcy on December 31,
2002.

Thaon's President, Adam Anthony said, "These activities are part
of our overall effort to get the company prepared to move
forward with the acquisition we announced in September of last
year. We have been pleased with the progress thus far and hope
to complete the process in the near future."

On October 7, 2002, Thaon announced that it had signed a Letter
of Intent to acquire a medical billing and practice management
company. According to the Letter of Intent, the Company has
agreed to be acquired by Thaon under the condition that Thaon is
able to resolve outstanding legal, creditor and capital
structure issues to the satisfaction of the Company.


TYCO INT'L: Using Cash to Purchase Convertible Debentures
---------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced its intent to purchase, through its wholly-owned
subsidiary, Tyco International Group S.A., Tyco International
Group's Zero Coupon Convertible Debentures due February 12, 2021
with cash.  Under the terms of the debentures, Tyco has the
option to pay for the debentures with cash, Tyco common shares,
or a combination of cash and shares.  Tyco has elected to pay
for the debentures solely with cash.

If all outstanding debentures are surrendered for purchase, the
aggregate cash purchase price will be approximately
$1,850,809,508.  It is anticipated that debenture holders'
opportunity to surrender debentures for purchase will commence
on January 14, 2003, and will terminate on February 12, 2003.
Under the terms of the debentures that may be surrendered for
purchase, Tyco is required to pay for all debentures surrendered
during such time period.

On the date debentures may first be surrendered for purchase,
Tyco will file a Schedule TO with the SEC and will give notice
to debenture holders specifying the terms of Tyco's obligation
to purchase the debentures.  Debenture holders are encouraged to
read these documents carefully before making any decision with
respect to the surrender of debentures, because these documents
will contain important information regarding the details of
Tyco's obligation to purchase the debentures.

Tyco International Ltd., whose Senior Unsecured Debt Rating was
downgraded by Fitch to BB, 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.

DebtTraders reports that Tyco International Group's 6.875% bonds
due 2002 (TYC02USR1) are trading at 96 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TYC02USR1for
real-time bond pricing.


UNIFORET INC: Confirmation Hearing on CCAA Plan Set for March
-------------------------------------------------------------
UNIFORET INC. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc. announced that the Superior
Court of Montreal has fixed the hearing of their motion asking
the Court to sanction and approve their amended plan of
arrangement under the "Companies' Creditors Arrangement Act"
from March 3 until March 14, 2003. The Company will issue a
press release once judgment will have been rendered on its
motion.

The Company keeps on its current operations. Suppliers who
provide goods and services necessary for the operations of the
Company are paid in the normal course of business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
P,ribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


UNITED AIRLINES: Honoring Prepetition Employee Obligations
----------------------------------------------------------
UAL Corporation/United Airlines Inc., and its debtor-affiliates
sought and obtained Court approval to honor their prepetition
obligations to their employees.  The largest components of this
request are:

     $225,000,000 for accrued prepetition wages, salaries,
                  and overtime earned by the Debtors'
                  current and former employees prior to the
                  Petition Date; and

     $387,000,000 for accrued vacation days, sick days and
                  personal holidays.

Paying employees what they're owed, James H.M. Sprayregen, Esq.,
at Kirkland & Ellis says, is critical and necessary to United's
restructuring.  If United doesn't honor its prepetition employee
obligations, the Company will be unable to retain its current
employees and maintain positive employee morale.  These are the
two factors Judge Lifland deemed critical to the rehabilitation
of Eastern Air Lines in In re Ionosphere Clubs, Inc., 98 B.R.
174 (Bankr. S.D.N.Y. 1989) (citing H.R. Rep. No. 595 95th Cong.
1st Sess. 16 (1977)), and has been recognized on Day One in
every airline restructuring since that time.

"Yes," Judge Wedoff said at the First Day Hearing, finding that
the "necessity of payment" doctrine authorizes the Debtors to
pay prepetition employee-related obligations and provide
continued benefits to their workforce.  Judge Wedoff sees that
many employees live from paycheck to paycheck and rely
exclusively on receiving their full compensation or
reimbursement of their expenses to continue to pay their daily
living expenses.  These employees will be exposed to significant
financial and health related problems if the Debtors are not
permitted to pay certain of the unpaid reimbursable expenses and
employee obligations, particularly wages, salaries and medical
benefits.  Judge Wedoff agrees that if United is unable to honor
its employee obligations, employee morale and loyalty will be
jeopardized at a time when employee support is critical.
Employee uncertainty and anxiety needs to be minimized at this
time when the Debtors need their employees to perform their jobs
at peak efficiency. Subject to a $4,650 cap per employee, Judge
Wedoff authorizes the Debtors to continue to pay wage, salary
and other compensation in the ordinary course of business
including the payment of prepetition obligations and authorizes
the Debtors to continue to maintain their benefit programs,
including the payment of prepetition obligations.  (United
Airlines Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1), DebtTraders
reports, are trading at 8 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


U.S. STEEL: Acquiring National Steel's Assets for $950 Million
--------------------------------------------------------------
United States Steel Corporation (NYSE: X) has signed an Asset
Purchase Agreement with National Steel Corporation to acquire
substantially all of National's steelmaking and finishing assets
for approximately $950 million, which includes the assumption of
liabilities of approximately $200 million.  Net working capital
will account for at least $450 million of this amount.  With
these assets, U. S. Steel will have total annual raw steel
production capability of approximately 25 million tons, making
it the fifth largest steelmaker in the world.

The transaction, which is targeted for completion early in the
second quarter of 2003, is contingent on the successful
negotiation of a new labor contract with the United Steelworkers
of America, the approval of the bankruptcy court and other
customary regulatory approvals.

"The acquisition of these assets will be a significant step
forward in our strategy to grow profitably and to strengthen our
position as a leading global provider of high value-added steel
products," said U. S. Steel Chairman Thomas J. Usher.  "From the
onset, the acquisition will enhance our ability to serve the
current and future needs of our North American customers in key
industries such as automotive, container, appliance and
construction, while building upon our existing leadership
position in these markets.

"I believe this acquisition is also consistent with National's
objective to develop a restructuring plan that is in the best
interest of all its stakeholders and with the Bush
administration's call for consolidation in the domestic steel
industry."

Based on a preliminary assessment, the company expects combined
annual cost savings of approximately $170 million within two
years of completing the transaction.  These savings are expected
to result from a number of actions including increased
scheduling and operating efficiencies, the elimination of
redundant overhead costs, the reduction of freight cost and the
negotiation of an improved labor contract covering employees at
the acquired National facilities.  The transaction is expected
to be accretive to U. S. Steel's earnings and cash flow within
the first year.

"The consolidation of National's assets into U. S. Steel will
create real opportunities to improve product quality and
customer service, to increase productivity and to earn an
attractive return for our shareholders," added Usher.  "But
turning these opportunities into reality will require the
efforts of all employees of the combined businesses.

"We have had an ongoing dialogue with the Steelworkers union
concerning our desire to participate in the consolidation
process - a process that is necessary for the survival of the
domestic steel industry.  We know that the union is fully aware
of National's difficult position and we are confident that they
will recognize that this acquisition presents an excellent
opportunity for the future of the National employees, their
families, and their communities.  We are convinced the
Steelworkers union understands the need for change in the
integrated industry's labor cost structure and that they are
ready and able to provide leadership in effecting this necessary
change.  We believe that -- working together with the
steelworkers and the other unions representing National's
workers -- we will be able to make these facilities competitive
and profitable in a post-201 environment."

Under the terms of the APA, U. S. Steel will acquire the
following: facilities at National's two integrated steel plants,
Great Lakes Steel, in Ecorse and River Rouge, Michigan, and the
Granite City Division in Granite City, Illinois; the Midwest
finishing facility in Portage, Indiana, near Gary, Indiana;
ProCoil Corporation in Canton, Michigan, and various other
subsidiaries; and joint-venture interests including National's
share of Double G Coatings, L.P. in Jackson, Mississippi.

The $950 million transaction value will consist of $200 million
of assumed liabilities, up to $100 million of U. S. Steel common
stock, $25 million of which will be paid into an indemnity
escrow account, and the balance in cash. U. S. Steel will not
assume any liabilities related to pension or post-retirement
benefit obligations for current National retirees and,
consistent with the U. S. Bankruptcy Code, the transaction will
exclude all liabilities except as have been agreed to by U. S.
Steel.  U. S. Steel intends to fund the cash component through a
combination of existing cash balances, existing credit
facilities, and the issuance of equity-linked and debt
securities.  As of December 31, 2002, U. S. Steel's liquidity
totaled over $950 million.

Under Section 363 of the Bankruptcy Code, several steps must be
taken before completion of the asset purchase.  National Steel
will file a motion with the bankruptcy court within the next few
days asking the court to approve the APA subject to
establishment of a bidding procedure to allow other interested
parties to bid on National's assets.  National will ask the
court to rule on this motion and establish a competitive bidding
timeframe. U. S. Steel will use the competitive bidding period
to negotiate with the United Steelworkers of America, and based
on the outcome of the negotiations, will make a final decision
on whether to proceed with the acquisition.  The APA provides
for fees of up to $15 million payable to U. S. Steel in the
event the transaction does not occur under certain
circumstances.

JPMorgan is acting as financial advisor to U. S. Steel on this
transaction.

United States Steel Corporation is an integrated steel producer
with annual raw steelmaking capability of 17.8 million tons.  U.
S. Steel is engaged in the production, sale and transportation
of sheet, plate, tin mill and tubular steel mill products, coke,
taconite pellets and coal; the management of mineral resources;
real estate development; engineering and consulting services in
the United States; and, through its subsidiary U. S. Steel
Kosice, the production and sale of steel products and coke in
Central Europe.  In 2001, United States Steel Corporation
generated revenues of $6.4 billion on worldwide steel shipments
of 13.5 million tons and reported a net loss of $218 million.
Through September 30, 2002, U. S. Steel had net income of $50
million on shipments of 10.9 million tons.

National Steel Corporation is an integrated steel producer with
annual raw steelmaking capability of 6.9 million tons.  National
Steel, with its principal executive offices in Mishawaka, Ind.,
is engaged in the production and sale of a wide variety of flat
rolled steel products, including hot-rolled, cold-rolled,
galvanized, tin and chrome plated steels.  In 2001, National
generated $2.5 billion of revenues on steel shipments of 5.9
million tons, all of which were flat rolled product.  Its net
loss for the year 2001 was $652 million.  On March 6, 2002,
National and 41 of its domestic subsidiaries filed for voluntary
protection for relief under Chapter 11 of the Bankruptcy Code,
in the U.S. Bankruptcy Court for the Northern District of
Illinois.


U.S. STEEL: On Watch Neg. over Planned Nat'l Steel Asset Buy-Out
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on United States Steel Corp. on CreditWatch with
negative implications following the company's announcement that
it plans to acquire substantially all of bankrupt National Steel
Corp.'s steelmaking and finishing assets.

"Although the acquisition of National Steel would improve the
United States Steel's market position and result in annual
synergies of $170 million in two years", said Standard & Poor's
credit analyst Paul Vastola, "Standard & Poor's is concerned
that these benefits may be more than offset by weaker credit
protection measures given the increase in debt leverage,
declining steel prices and increasing pension costs at USS". Mr.
Vastola added that the acquisition of National and the expected
sale of United States Steel's more stable mining and
transportation assets to Apollo Management LP would be somewhat
detrimental to the company's business profile.

Standard & Poor's said that in completing its review, it will
monitor steel industry fundamentals and assess the impact of the
acquisition as well as additional potential acquisitions on the
company's financial profile.


U.S. STEEL: Fitch Places Senior Debt Ratings on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed the senior unsecured and senior secured
debt ratings of U.S. Steel on Rating Watch Negative following
the company's announced bid for certain assets of the bankrupt
National Steel. Fitch currently rates the senior unsecured debt
at 'BB' and the senior secured bank revolver at 'BB+'. This
action contemplates higher leverage in combination with
softening conditions in several of U.S. Steel's key markets as
well as an added reliance on those markets to generate profits
following the acquisition. Both U.S. Steel and National sell to
service centers and direct into the automotive, construction and
container industries. U.S. Steel's bid is tied to a satisfactory
labor agreement. In concert with savings in selling, general and
administrative expenses, and transportation, the business
combination makes a reasonable argument that will strengthen
U.S. Steel's position in the Midwest markets. U.S. Steel intends
to finance the purchase price through a combination of equity,
equity-related instruments, public, and bank debt. U.S. Steel's
$800 million in bank facilities, secured by working capital, is
undrawn. With the addition of National's working capital, U.S.
Steel should not have any liquidity issues.


VANGUARD HEALTH: S&P Downgrades Corp. Credit Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Vanguard Health Systems Inc.'s $150 million senior secured term
loan due 2009. At the same time, Vanguard's existing corporate
credit rating was lowered to 'B' from 'B+', and its subordinated
debt rating was lowered to 'CCC+' from 'B-'. Vanguard's 'B+'
senior secured debt rating was affirmed.

The ratings have been removed from CreditWatch, where they had
been placed on September 13, 2002. The outlook is stable.

Vanguard Health's total outstanding debt, including the new term
loan, is $450 million.

"The ratings downgrade reflects Standard & Poor's concern about
Vanguard's ability to earn a return consistent with a higher
level of credit quality, considering the added debt to finance
its acquisition of Baptist Health System in San Antonio, Texas,"
said Standard & Poor's credit analyst David Peknay. "The
purchase of Baptist Health, a large five-hospital, not-for-
profit system, cost Vanguard $295 million, and requires a
capital expenditure commitment of $200 million over six years
to upgrade the facilities."

The secured bank facility is rated one notch higher than the
corporate credit rating. The facility comprises a $125 million
revolving credit facility and $150 million term loan. Possible
additional borrowings under this agreement have been reduced, as
a recent amendment eliminated a provision that made possible a
significant increase in bank term debt outstanding. The facility
is secured by first priority security interests in all tangible
and intangible assets. Standard & Poor's review of the
collateral package in a distressed default scenario suggests
that estimated asset value will be sufficient to provide
complete recovery of the full bank facility in the event of a
default.

The speculative-grade ratings on Nashville, Tennessee-based
Vanguard Health systems reflect a portfolio of hospitals that
has not been well diversified and that was built during the past
three years primarily through a risky strategy of buying
turnaround situations. With the completion of the Baptist Health
System transaction, Vanguard now owns and operates 15 acute-care
hospitals in Illinois, Arizona, California, and Texas. The
majority of these hospitals were acquired from not-for-profit
entities during the past three years.

Vanguard is attempting to bolster the profitability of its newer
operations by increasing the number of services offered,
recruiting additional physicians, eliminating weak services, and
rationalizing capital costs. However, the pace of improvement,
which has been below Standard & Poor's expectations, highlights
the competitive nature of Vanguard's markets and the challenge
it faces to bolster its weak operating margins of 9% in 2002.


WHEELING-PITTSBURGH: Overview of Chapter 11 Reorganization Plan
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation and its debtor-affiliates
present to the Court their Plan of Reorganization.  The
cornerstones of that plan are:

      * The Debtors re-invent themselves as a gussied-up
        mini-mill using scrap steel in an Electric Arc
        Furnace process, shutting down the Coke Batteries
        and one Blast Furnace by 2005;

      * The Debtors will sign a $250,000,000 New Term Loan
        Agreement under the Emergency Steel Loan Guarantee
        Program.  For this, the Debtors will pay $7,500,000
        in fees and expenses;

      * The Debtors will obtain a New Revolving Loan Agreement
        with advance rates and reserves similar to the DIP
        Facility;

      * $40,000,000 will be paid to prepetition creditors in
         cash;

      * The Debtors will issue New Secured Notes in the
        principal amount of $40,000,000 to prepetition
        creditors;

      * Postpetition financing from the States of Ohio and
        West Virginia, the Debtors' DIP Facility, and the
        WHX Loans are repaid;

      * $15,250,000 will be paid in reorganization
        expenses to cover professional fees, financing fees,
        mechanic's liens and other debts;

      * Administrative claims held by trade vendors and
        employees are paid according to the transaction
        and existing terms;

      * Settlement with Danieli and completion of roll-
        changing equipment;

      * Creation of new WPC Pension Plan; and

      * Creation of Management Incentive Plan.

The Court will convene a hearing on February 7, 2003 to
determine the adequacy of the information contained in the
proposed Disclosure Statement.  Objections to the Disclosure
Statement must be filed by February 3, 2003. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINDHAM COMMUNITY: S&P Cuts Bonds Rating to BB+ from BBB-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Connecticut Health and Education Facilities Authority's bonds,
issued for Windham Community Memorial Hospital, to 'BB+' from
'BBB-'.

The downgrade reflects a significant drop in liquidity, to 52
days' operating expenses, in 2002; weaker operating and bottom
line performance, generating debt service coverage of 1.7x; and
a decline in the market value of pension investments, leading to
a doubling of pension expense accrual in 2002 and 2003 and
driving a $7 million reduction in net assets.

A lower rating is precluded by the hospital's leading market
position in its primary service area, with market share of 72%,
and stable utilization.


WORLDCOM: Court Okays Rejection of North Pacific Cable Pacts
------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that many large telecommunications
companies in the world are parties to the North Pacific Cable
Construction and Maintenance Agreement dated February 2, 1989,
as supplemented.  Pursuant to the C&M Agreement, the parties
built the North Pacific Cable, a fiber-optic cable originating
in Japan connecting to the U.S. in Alaska and Oregon to provide
a direct telecommunications link between the United States and
Japan.

Since the Petition Date, Worldcom Inc., and its debtor-
affiliates have reviewed their network strategy and operating
capacity, which is an ongoing, integral component of the
Debtors' long-range business plan.  In connection therewith, the
Debtors determined that they do not require access to North
Pacific Cable.  Although NPC represented an important network
route immediately following its construction, Ms. Goldstein
contends that its utility has significantly diminished with the
advent of other more advanced and cost-effective technology.  In
determining to terminate its access to NPC, the Debtors
considered, network needs, overcapacity, costs and other
inefficiencies, as well as the Debtors' ability to move traffic
to alternative network sources in a more cost-effective manner.

In view of these factors, pursuant to Sections 365(a) and 554(a)
of the Bankruptcy Code and Rule 6006 of the Federal Rules of
Bankruptcy Procedure, the Debtors sought and obtained the
Court's authority to reject the NPC Agreements and abandon their
ownership interests in NPC.

Ms. Goldstein reports that the Debtors currently only have one
customer on NPC, and that customer will no longer utilize NPC by
the end of December 2002.  The maintenance costs associated with
the NPC under the C&M Agreement and the IRUs reach $300,000 per
month while the lease costs in respect of Backhaul Leases equal
to $45,800 per month.  By rejecting the NPC Agreements, the
Debtors will save the estates $3,682,000 in administrative
expenses per annum.  In addition, the Debtors will terminate
their NPC costs for future years, including any costs in
connection with dismantling NPC.  The Debtors have reviewed the
NPC Agreements and determined that there is likely no market for
the assignment of the NPC Agreements.  For these reasons, the
NPC Agreements are rejected effective January 1, 2003. (Worldcom
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Worldcom Inc.'s 7.550% bonds due 2004 (WCOE04USR2) are trading
between 25 and 26. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE04USR2
for DebtTrader's real-time bond pricing.


WORLDCOM INC: Attorneys File Mass Arbitration Claim Today
---------------------------------------------------------
Attorneys for nearly 100 small investors who lost their
investments in WorldCom will deliver 1,000 pounds of documents
today, Jan. 13, and hold a news conference regarding the filing
of a mass arbitration claim at 10:30 a.m., eastern time, in
front of the National Association of Securities Dealers offices,
1 Liberty Plaza, New York.

The attorneys represent claimants who lost less than $25,000 --
yet a substantial portion of their savings -- and who bought
shares of WorldCom based on recommendations by Salomon Smith
Barney analyst Jack Grubman.

"This filing will be unique in legal history," said attorney
Robert H. Weiss, of the firm Hooper & Weiss (New York and
Orlando, Fla.). "Traditionally, small investors in this
situation would have to join a class action suit, where they
might only recover pennies on their dollar. We intend to use
techniques developed in other mass tort cases to help these
investors."


* BOND PRICING: For the week of January 13 - 17, 2003
----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications               10.875%  10/01/10    38
Advanced Micro Devices Inc.            4.750%  02/01/22    63
AES Corporation                        4.500%  08/15/05    45
AES Corporation                        8.000%  12/31/08    59
AES Corporation                        9.375%  09/15/10    62
AES Corporation                        9.500%  06/01/09    58
Agro-Tech Corp.                        8.625%  10/01/07    73
Akamai Technologies                    5.500%  07/01/07    40
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    68
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    62
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   2.250%  10/15/09    70
American Tower Corp.                   5.000%  02/15/10    65
American Tower Corp.                   6.250%  10/15/09    67
American & Foreign Power               5.000%  03/01/30    60
Amkor Technology Inc.                  5.000%  03/15/07    49
AMR Corp.                              9.000%  09/15/16    48
AMR Corp.                              9.750%  08/15/21    42
AMR Corp.                              9.800%  10/01/21    42
AMR Corp.                             10.000%  04/15/21    43
AMR Corp.                             10.200%  03/15/20    44
AnnTaylor Stores                       0.550%  06/18/19    62
Argo-Tech Corp.                        8.625%  10/01/07    72
Applied Extrusion                     10.750%  07/01/11    63
BE Aerospace Inc.                      8.875%  05/01/11    69
Best Buy Co. Inc.                      0.684%  06?27/21    68
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    60
Borden Inc.                            9.250%  06/15/19    57
Borden Inc.                            9.200%  03/15/21    60
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    70
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    74
Building Materials Corp.               8.000%  12/01/08    75
Burlington Northern                    3.200%  01/01/45    56
Burlington Northern                    3.800%  01/01/20    72
Calair LLC/Capital                     8.125%  04/01/08    45
Calpine Corp.                          4.000%  12/26/06    49
Calpine Corp.                          8.500%  02/15/11    42
Case Corp.                             7.250%  01/15/16    71
Cell Therapeutic                       5.750%  06/15/08    60
Centennial Cellular                   10.750%  12/15/08    53
Champion Enterprises                   7.625%  05/15/09    41
Charter Communications, Inc.           4.750%  06/01/06    18
Charter Communications, Inc.           5.750%  10/15/05    23
Charter Communications Holdings        8.625%  04/01/09    45
Charter Communications Holdings       10.250%  01/15/10    45
Charter Communications Holdings       10.750%  10/01/09    45
Ciena Corporation                      3.750%  02/01/08    70
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    69
CNET Inc.                              5.000%  03/01/06    65
Comcast Corp.                          2.000%  10/15/29    24
Comforce Operating                    12.000%  12/01/07    56
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    46
Conexant Systems                       4.250%  05/01/06    51
Conseco Inc.                           8.750%  02/09/04    10
Continental Airlines                   4.500%  02/01/07    44
Continental Airlines                   7.560%  12/01/06    46
Corning Inc.                           3.500%  11/01/08    71
Corning Inc.                           6.300%  03/01/09    75
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    61
Corning Inc.                           8.875%  08/15/21    70
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                3.000%  03/14/30    33
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    30
Crown Cork & Seal                      7.375%  12/15/26    68
Cubist Pharmacy                        5.500%  11/01/08    49
Cummins Engine                         5.650%  03/01/98    63
Dana Corp.                             7.000%  03/01/29    70
Dana Corp.                             7.000%  03/15/28    71
DDI Corp.                              5.250%  03/01/08    19
DDI Corp.                              6.250%  04/01/07    16
Delta Air Lines                        7.900%  12/15/09    69
Delta Air Lines                        8.300%  12/15/29    53
Delta Air Lines                        9.000%  05/15/16    62
Delta Air Lines                        9.250%  03/15/22    60
Delta Air Lines                        9.750%  05/15/21    63
Delta Air Lines                       10.375%  12/15/22    66
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    29
Edison Mission                        10.000%  08/15/08    36
El Paso Corp.                          7.000%  05/15/11    68
El Paso Corp.                          7.750%  01/15/32    59
El Paso Energy                         6.750%  05/15/09    73
El Paso Energy                         8.050%  10/15/30    64
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    69
E*Trade Group                          6.000%  02/01/07    74
Finova Group                           7.500%  11/15/09    37
Fleming Companies Inc.                 5.250%  03/15/09    51
Ford Motor Co.                         6.625%  02/15/28    75
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    58
Georgia-Pacific                        7.375%  12/01/25    74
Great Atlantic                         9.125%  12/15/11    68
Gulf Mobile Ohio                       5.000%  12/01/56    62
Health Management Associates Inc.      0.250%  08/16/20    66
Human Genome                           3.750%  03/15/07    65
Human Genome                           5.000%  02/01/07    72
I2 Technologies                        5.250%  12/15/06    58
Ikon Office                            6.750%  12/01/25    66
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    70
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    55
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    61
Inland Steel Co.                       7.900%  01/15/07    55
Internet Capital                       5.500%  12/21/04    37
Isis Pharmaceutical                    5.500%  05/01/09    72
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    10
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    55
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    59
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    64
Level 3 Communications                 6.000%  09/15/09    42
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    62
Liberty Media                          3.500%  01/15/31    63
Liberty Media                          3.750%  02/15/30    51
Liberty Media                          4.000%  11/15/29    55
LTX Corp.                              4.250%  08/15/06    63
Lucent Technologies                    5.500%  11/15/08    48
Lucent Technologies                    6.450%  03/15/29    42
Lucent Technologies                    6.500%  01/15/28    43
Lucent Technologies                    7.250%  07/15/06    56
Magellan Health                        9.000%  02/15/08    26
Mail-Well I Corp.                      8.750%  12/15/08    65
Mapco Inc.                             7.700%  03/01/27    59
Medarex Inc.                           4.500%  07/01/06    65
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    43
Mirant Americas                        7.200%  10/01/08    49
Mirant Americas                        7.625%  05/01/06    65
Mirant Americas                        8.300%  05/01/11    43
Mirant Americas                        8.500%  10/01/21    35
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    60
Motorola Inc.                          5.220%  10/01/21    65
MSX International                     11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    58
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    72
Northern Pacific Railway               3.000%  01/01/47    54
Northern Telephone Capital             7.875%  06/15/26    61
NorthWestern Corporation               6.950%  11/15/28    72
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    70
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E Gas Transmission                  7.800%  06/01/25    60
Providian Financial                    3.250%  08/15/05    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    56
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    26
Ryder System Inc.                      5.000%  02/25/21    74
SBA Communications                    10.250%  02/01/09    56
SC International Services              9.250%  09/01/07    65
Schuff Steel Co.                      10.500%  06/01/08    73
SCI Systems Inc.                       3.000%  03/15/07    71
Sepracor Inc.                          5.000%  02/15/07    62
Sepracor Inc.                          5.750%  11/15/06    66
Silicon Graphics                       5.250%  09/01/04    54
Sotheby's Holdings                     6.875%  02/01/09    75
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          11.625%  10/15/09    68
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    66
Transwitch Corp.                       4.500%  09/12/05    60
Tribune Company                        2.000%  05/15/29    74
US Airways Passenger                   6.820%  01/30/14    73
Universal Health Services              0.426%  06/23/20    63
US Timberlands                         9.625%  11/15/07    61
Vector Group Ltd.                      6.250%  07/15/08    64
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Weirton Steel                         10.750%  06/01/05    70
Westpoint Stevens                      7.875%  06/15/08    26
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.625%  07/15/19    63
Williams Companies                     7.750%  06/15/31    59
Williams Companies                     7.875%  09/01/21    63
Williams Companies                     9.375%  11/15/21    73
Witco Corp.                            6.875%  02/01/26    70
Xerox Corp.                            0.570%  04/21/18    63

                          *********

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.

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