TCR_Public/030114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 14, 2003, Vol. 7, No. 9    

                          Headlines

ADELPHIA COMMS: Court Approves Decision Strategies' Engagement
AGRO PACIFIC: Unit Inks Pact to Merge with Agstar Power Inc.
ALLMERICA FINANCIAL: Fitch Revises Rating Watch to Positive
AMERCO: Enters into Standstill Agreement with Bank of Montreal
AMERICAN PAD: Wants Schedule Filing Deadline Extended to Feb. 3

AMERICAN PAD: Cerberus Partners Gets to Keep its $100,000
AMTRADE INTERNATIONAL: Fitch Withdraws Various D Ratings
ANC RENTAL: Has Until April 7 to Make Lease-Related Decisions
AOL LATIN: America Online & Cisneros Convert Preferred Shares
ARMSTRONG: Wants More Time to Move Lawsuits to Delaware Courts

AVADO BRANDS: S&P Ups Credit Rating to SD after Interest Payment
BAUSCH & LOMB: Will Publish Fourth Quarter Results on January 30
BAY VIEW: Sells 2 Factoring Business as Part of Liquidation Plan
BAYOU STEEL: Red Ink Continues to Flow in Fourth Quarter
BUDGET GROUP: Court Approves Verwaltung Master Agreement

BURLINGTON: US Trustee Balks at Ivins Philips' Engagement
CITGO PETROLEUM: Fitch Lowers Senior Unsec. Debt Rating to BB-
COEUR D'ALENES: Executes 1,000-to-1 Reverse Stock Split
COMMANDER AIRCRAFT: Hires Chung & Press as Bankruptcy Counsel
CONSECO INC: Wants to Continue Payment of Employee Obligations

COVANTA: Inks Stipulation Allowing Setoff with Fairfax, Virginia
DENNY'S CORP: Reports Same-Store Sales & Guest Count Declines
DIAMETRICS MEDICAL: Fails to Meet Nasdaq Listing Requirements
DIVERSIFIED CORPORATE: Sells All Mountain Ltd. Shares to Hosmers
DIVERSIFIED CORP.: Closes Greenfield Credit Facility Arrangement

DLJ MORTGAGE: S&P Further Cuts P-T Certs. Ratings to CCC-/D
DORSET/TULLAS CDO: Fitch Cuts Ratings on Various Note Classes
EFA SOFTWARE: Has Until Feb. 27 to File Canadian BIA Proposal
EMERGING VISION: Horizon Investors Discloses 21% Equity Stake
ENCOMPASS SERVICES: Receives Court Injunction Against Utilities

ENRON CORP: Brings-In FTI Consulting to Render Financial Advice
EOTT: U.S. Trustee Balks at Appointing Environmental Committee
EXIDE: Equity Committee Taps Potter Anderson as Local Counsel
FAO INC: Files for Chapter 11 Reorganization in Wilmington, DE
FAO INC: Chapter 11 Case Summary & Largest Unsecured Creditors

FEDERAL-MOGUL: Committees Ask Court to End Exclusive Periods
FORD MOTOR COMPANY: Says On Target to Achieve Bottom-Line Goal
FREESTAR: vFinance, et al., File Involuntary Chapter 7 Petition
GENTEK INC: Court Approves Lazard Freres as Financial Advisor
GF FUNDING: Fitch Plucks CCC Class E Note Rating from Watch Neg.

GREAT NORTHERN: Case Summary & 20 Largest Unsecured Creditors
HECTOR FUNDING: Fitch Junks Class A Floating-Rate Notes Ratings
HUGHES ELECTRONICS: Will Host Q4 Earnings Conf. Call Tomorrow
IFCO SYSTEMS: Restructures 10.625% Senior Subordinated Notes
INFINITE GROUP: Fails to Comply with Nasdaq Listing Guidelines

INSILCO TECH: Turns to FTI Consulting for Bankruptcy Advice
INSURANCE CO. OF THE WEST: S&P Downgrades Ratings to BBpi
IT GROUP: Bags Approval to Hire Kroll Zolfo as Consultants
KAISER ALUMINUM: Court Okays Third DIP Financing Amendment
KMART CORP: Court to Hear on J.W. Mitchell's Complaint on Jan 28

KULICKE & SOFFA: Appoints Barry Waite to Board of Directors
LAIDLAW INC: Expects to Emerge from Chapter 11 by March 31
LINGTEC CONSTRUCTORS: Case Summary & 8 Largest Unsec. Creditors
LUCENT TECH.: StockPickReport Gives 'Outperform' Stock Rating
MATTRESS DISCOUNTERS: Plan Confirmation Hearing Set for March 3

MICRON TECH.: StockPickReport Gives "Outperform' Stock Rating
MIRANT CORP: Outlines Key Elements of Company's Strategic Plan
MOTOROLA INC: Will Publish Fourth Quarter Results on January 21
NATIONAL CENTURY: Wants OK to Tap Ruscilli as Real Estate Broker
NATIONAL STEEL: Wants to Sell Metals USA Claims for $1.5 Million

NETIA HOLDINGS: S&P Withdraws Units' D Sr. Unsecured Debt Rating
NTL EUROPE: Emerges from Chapter 11 Bankruptcy Reorganization
NTL INC: Successfully Emerges from Chapter 11 Proceedings
OVERHILL FARMS: Posts Lower Earnings for Year Ended September 29
OWENS CORNING: Wins Approval of Staubach Management Agreement

PACIFIC GAS: Pushing for Approval of DWR Operating Agreement
PENN TREATY: S&P Junks $45 Million Subordinated Debt Rating
PG&E CORP: Files Second Round of Comments on NOPR with FERC
PREMCOR INC: Will Publish Fourth Quarter Results on January 21
PRIME FINANCE: Fitch Removes B Class B-2 Notes Rating from Watch

STRUCTURED ASSET: Fitch Takes Rating Action on Various Bonds
TANDYCRAFTS INC: Expects to File Proposed Chapter 11 Plan Soon
TENFOLD CORP: Responds to Warning on Outsourcing Security Risks
TEREX CORP: Forms & Introduces Financial Services Subsidiary
TIGER TELEMATICS: Executes OEM Agreement with Branson Ltd.

TURBOCHEF TECHNOLOGIES: Falls Below Nasdaq Listing Standards
TYCO INT'L: Will Publish First Quarter Results on January 22
UNION ACCEPTANCE: Reaches Interim Settlement with MBIA Insurance
UNITED AIRLINES: Receives Court Approval of Wage Concession
UNITED AIRLINES: Obtains Stay Relief to Pursue $100MM Tax Refund

US AIRWAYS: Passenger Service Workers Ratify Labor Cost Pact
US AIRWAYS: Flight Attendants Ratify Additional Contract Cuts
VIZACOM INC: Achieves Key 2002-2003 Restructuring Plan Goals
WESTAR ENERGY: Inks Pact with ONEOK to Sell Some Preferreds
WHEELING-PITTSBURGH: Steel Deal Good for Byrd Bill Application

WHEELING-PITTSBURGH: Plan's Claim Classification and Treatment
WORLDCOM INC: Seeks Go-Signal to Reject 530 Telecom Circuits
W.R. GRACE: Taps Woodcock Washburn for Indiana Patent Suit

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: Court Approves Decision Strategies' Engagement
--------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained the
Court's authority to employ Decision Strategies LLC to assist
them in searching for, identifying and analyzing assets that are
property of its estates or that may be subject to valid claims,
including assets nominally held by the Managed Rigas Entities
that they may seek to recover for the benefit of its estates.

By letter agreement dated June 12, 2002, the ACOM Debtors
engaged Decision Strategies as investigations and asset recovery
specialists.  

The professionals who primarily will be rendering services in
these cases and their hourly rates are:

             Bart M. Schwartz               $375
             Joseph Jaffe                    350
             David Denton                    300
             Frank Rudewicz                  290
             Jonathon Newcomb                205
             Michael Moore                   175
             Elizabeth Papaslis              120
             John Keeney                     205

Decision Strategies is an international firm that provides
global business intelligence, litigation and financial
investigation, risk management and security services to the
public and private sectors.  Decision Strategies specializes in
all aspects of background and due diligence inquiries, crisis
management, executive protection, forensic auditing, digital
investigation and litigation intelligence gathering.  Decision
Strategies has substantial experience in providing the kinds of
services sought to be rendered in these Chapter 11 cases.
Moreover, principal officers and managing directors of Decision
Strategies are all former executive level federal prosecutors,
corporation attorneys, law enforcement agents and forensic
auditors with strong backgrounds in financial investigations and
the prosecution of civil, criminal and administrative matters.

Decision Strategies will render to the Debtors will principally
involve searching for and identifying assets that are property
of the Debtors' estate or that may be subject to valid claims by
the Debtors. These asset searches will vary in scope and will
require a multitude of investigative techniques.  For example,
Decision Strategies will be called on to search for assets
through online commercial database searches, web access
searches, proprietary database searches and manual searches for
records.  This process will involve searching public records,
including property records, mortgage records, judgment indices
and federal, state and local court records.  In addition,
Decision Strategies will assist the Debtors with certain
investigative matters in connection with both pending and
prospective litigation. (Adelphia Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 43 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AGRO PACIFIC: Unit Inks Pact to Merge with Agstar Power Inc.
------------------------------------------------------------
Agro Pacific Industries Ltd., entered into an amalgamation
agreement dated January 8, 2003, whereby 4033981 Canada Inc., a
wholly-owned subsidiary of Agro Pacific, will merge with Agstar
Power Incorporated by way of a three-cornered amalgamation. The
surviving company following the Amalgamation will be a wholly-
owned subsidiary of Agro Pacific.

Once the Amalgamation is completed, Agro Pacific plans to de
list from the Toronto Stock Exchange and obtain a listing on the
TSX Venture Exchange. Prior to the Amalgamation, Agro Pacific
will seek conditional listing approval from the TSX Venture in
respect of all of the currently outstanding Common shares of
Agro Pacific and the Common shares to be issued pursuant to the
Amalgamation.

Pursuant to the terms of the Amalgamation Agreement, each issued
and outstanding common share of Agstar will be exchanged for one
Class "A" Common share of Agro Pacific. Agstar currently has
419,953,233 shares issued and outstanding. In addition, as part
of Agro Pacific's restructuring under the Companies' Creditors
Arrangement Act, Agro Pacific's current unsecured creditors will
receive 21,139,630 freely tradeable Class "A" Common shares of
Agro Pacific upon the completion of the Amalgamation. There are
currently 7,687,138 Class "A" Common shares of Agro Pacific
issued and outstanding.

Once the Amalgamation is completed, there will be a total of
448,780,001 Class "A" Common shares of Agro Pacific issued and
outstanding. Pursuant to the Amalgamation Agreement, the issued
and outstanding share capital of Agro Pacific will be
consolidated on a 10:1 basis, or other terms acceptable to the
TSX Venture, following the Amalgamation.

Agstar was incorporated to develop large scale greenhouse
operations in Leamington, Ontario.

On July 31, 2002, Agstar of New Mexico Inc., a wholly owned
subsidiary of Agstar incorporated in the State of New Mexico,
acquired two separate and complete 22 acre greenhouses in the
town of Grants and near the town of Estancia in New Mexico.
These greenhouses were dormant at the time of purchase. Agstar
New Mexico commenced operations immediately and started shipping
produce in October 2002.

In November 2002, Agstar completed its acquisition of all of the
issued and outstanding shares of 1037161 Ontario Limited,
Southpoint Produce (1997) Limited, Veg Gro Inc., Sun Gro Farms
Inc., and Veg Gro Sales Inc.  The completion of the acquisition
of the Veg Gro Companies and the New Mexico greenhouse assets
provides Agstar with a geographically diversified greenhouse
business which has access year round to produce and which has
integrated marketing, packing and transportation operations.
Both the Agstar New Mexico and the Veg Gro Companies greenhouses
are operational facilities and producing tomatoes.

As a result of these acquisitions, Agstar has over $44 million
in greenhouse assets. The Veg Gro Companies had over $4.9
million in EBITDA for the 9 months ending September 30th and is
similar in size to the operations in New Mexico.

Agstar has future plans to develop, pursuant to a joint venture
or otherwise, a proposed power generation plant which when
developed could provide the greenhouses with heat and
electricity, with the aim of reducing the greenhouses' operating
costs and making them less vulnerable to energy price
fluctuations. Excess power generated by the plant could then be
sold on the open market. Ontario deregulated its electricity
market in May 2002.

The Amalgamation is part of Agro Pacific's restructuring
pursuant to the CCAA and is the culmination of efforts to
refinance Agro Pacific and enhance shareholder value. The
Amalgamation has been approved by the board of directors of both
Agro Pacific and Agstar. The Amalgamation will not be completed
unless Agro Pacific has obtained conditional listing approval
from the TSX Venture in respect of all of the currently
outstanding Common shares of Agro Pacific and the Common shares
to be issued pursuant to the Amalgamation.


ALLMERICA FINANCIAL: Fitch Revises Rating Watch to Positive
-----------------------------------------------------------
Fitch Ratings revised its Rating Watch on the insurer financial
strength ratings of First Allmerica Financial Life Insurance
Co., Allmerica Financial Life Insurance and Annuity Co., and
Allmerica Global Funding LLC's $2 billion global debt program
rating to Positive from Negative.

Fitch has also revised its Rating Watch on Allmerica Financial
Corporation's senior debt rating and Allmerica Financing Trust's
capital securities to Positive from Negative.

Fitch's actions reflect the significant increase in statutory
capitalization for AFC's life operations as a result of the
execution of several fourth quarter transactions, including the
definitive agreement to sell its interest in a $650 million
block of universal life insurance to John Hancock Life Insurance
Company, the retirement of $551 million in funding agreement
liabilities below face value through open market purchase/
tender offer and the implementation of a new guaranteed minimum
death benefit mortality reinsurance program.

Fitch also believes that uncertainty regarding regulatory action
has been reduced due to an improvement in AFLIAC's risked based
capital at year-end 2002 to an estimated 235% from 133% at the
end of the third quarter coupled with AFC's fourth quarter 2002
agreement with the Massachusetts Commissioner of Insurance to
maintain AFLIAC's RBC ratio at a minimum of 100%. This replaced
an original commitment to maintain FAFLIC's RBC at 225%.

Other recently announced changes include the reorganization of
the ownership of AFC's subsidiary life companies, AFLIAC and
FAFLIC. Fitch believes the advantages of the new structure
include a more efficient regulatory process with a single
regulator with the re-domestication of AFLIAC to Massachusetts
and reduced statutory surplus volatility for FAFLIC and AFLIAC.

Fitch plans to resolve its Rating Watch after a review of fourth
quarter results and discussions with management concerning
capital management plans and cash flow development for AFC and
operating results at its property casualty operations.

          Entity/Issue Type/Action/Rating/Rating Watch

First Allmerica Financial Life Insurance Co.
     --Insurer financial strength Rating Watch - 'BB-'/Rating
       Watch - Positive

Allmerica Financial Life & Annuity Co.
     --Insurer financial strength 'BB-'/ Rating Watch Positive.

Allmerica Global Funding LLC $2 billion global note program
     --Long-term issuer rating 'BB-'/ Rating Watch Positive.

Allmerica Financial Corp.
     --Long-term issuer 'BB'/ Rating Watch Positive;
     --Senior debt rating 'BB'/ Rating Watch Positive;      
     --Commercial paper rating 'B'.

Allmerica Financing Trust
     --Capital securities rating  'B+'/ Rating Watch Positive.


AMERCO: Enters into Standstill Agreement with Bank of Montreal
--------------------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent company for U-Haul
International, Inc., entered into a standstill agreement with
The Bank of Montreal with respect to an approximate $149 million
lease obligation. This agreement allows the Company to pursue
its debt-restructuring plan. Under the terms of this standstill,
the Company will continue to make all required payments under
the lease facility and provide timely information concerning the
progress of its debt restructuring.

"[Fri]day's announcement is another key step in efforts to
restructure AMERCO's debt." commented Holly Etlin, principal of
Crossroads, LLC., AMERCO's restructuring firm. "Given the
complex nature of these negotiations, it is important to note
that we are on track with our previously established timeline of
March 31, 2003, the Company's fiscal year end. The primary focus
of AMERCO's financial recovery is debt restructuring through
refinancing and debt reduction plans," said Etlin.

"This is a very positive development for AMERCO. This agreement,
along with other forbearance agreements, demonstrates lender
confidence in the Company's operations and in our ability to
work closely with our creditors," stated Joe Shoen, AMERCO
Chairman of the Board. "We intend to emerge from this
restructuring as a stronger, more financially sound Company that
will continue to deliver improved performance."

On January 8, the Company announced that, as part of its debt-
restructuring process, it reached agreements with Bank of
America and Citibank to restructure approximately $26.5 million
in obligations that were in default.

Constructive work continues towards obtaining a standstill
agreement with holders of the $100 million in BBATS that matured
on October 15, 2002.

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company. U-Haul is the largest
do-it-yourself moving and storage operator in North America. For
more information about AMERCO, visit www.uhaul.com


AMERICAN PAD: Wants Schedule Filing Deadline Extended to Feb. 3
---------------------------------------------------------------
American Pad & Paper LLC asks the U.S. Bankruptcy Court for the
Eastern District of Texas to extend the time period within which
it must file its schedules of assets and liabilities, statements
of financial affairs, list of equity security holders and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor tell the Court that it needs
until February 3, 2003, to deliver these documents to the Clerk.

The Debtor tells the Court that due to the complexity and size
of its business, some of the Debtor's key personnel didn't have
the time immediately after the Petition Date to compile the
information and date required for the Schedules.  If they had
spent their time doing that they would have been precluded from
addressing crucial ongoing business operations of the Debtor as
a debtor in possession.  The Debtor believes that an additional
extension of time to file its Schedules will provide sufficient
time for it to prepare and file coherent and complete Schedules.

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.


AMERICAN PAD: Cerberus Partners Gets to Keep its $100,000
---------------------------------------------------------
Steven G. Singer, the Chapter 7 Trustee overseeing the
liquidation and winding-up of American Pad & Paper Company, et
al.'s estates before the U.S. Bankruptcy Court for the District
of Delaware sued Cerberus Partners, L.P., to recover $100,000.  
Mr. Singer alleged in his suit that Cerberus received a $100,000
payment from American Pad within the 90-day period prior to its
January 10, 2000, bankruptcy filing, the payment was on account
of antecedent dent, and American Pad's estate received no new
value after it made that payment.  In short, the payment was a
classic preference recoverable by the estate under 11 U.S.C.
Sec. 547, Robert W. Pedigo, Esq., Mr. Singer's attorney at Cooch
and Taylor in Wilmington argued to Judge Walsh.

Mr. Singer sent Cerberus a letter on October 1, 2002, asking for
a $100,000 check.  Cerberus didn't cut the check.  In response,
Mr. Singer's lawyer commenced an Adversary Proceeding, No.
02-06813-PJW, on November 21, 2002, to recover the funds,
demanding that the $100,000 be turned over to the Debtors'
estates pursuant to 11 U.S.C. Sec. 550.

Without explanation, Mr. Pedigo delivered a Notice to the
Bankruptcy Court on January 7, 2003, indicating that Mr. Singer
has withdrawn his complaint against Cerberus and the Adversary
Proceeding is dismissed with prejudice.


AMTRADE INTERNATIONAL: Fitch Withdraws Various D Ratings
--------------------------------------------------------
Fitch Ratings withdrew all ratings on Amtrade International
Bank, which was closed on September 30, 2002 by the Georgia
Department of Banking. Amtrade had been in self-liquidation and
at the time of closure had $10 million of deposits. The FDIC is
completing the liquidation process as receiver.

                       Ratings Withdrawn:

               -- Long-Term Deposit Rating 'D';

               -- Short-Term Deposit Rating 'D';

               -- Long-Term Issuer Rating 'D';

               -- Short-Term Issuer Rating 'D';

               -- Individual Rating 'E';

               -- Support Rating '5'.


ANC RENTAL: Has Until April 7 to Make Lease-Related Decisions
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained an order from the U.S. Bankruptcy Court for the
District of Delaware giving them until April 7, 2003, to decide
whether they want to assume, assume and assign or reject
unexpired non-residential real property leases. (ANC Rental
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AOL LATIN: America Online & Cisneros Convert Preferred Shares
-------------------------------------------------------------
America Online Latin America, Inc. (Nasdaq:AOLAC), one of the
leading interactive services providers in Latin America,
announced that America Online, Inc., and the Cisneros Group of
Companies converted 32,328,736 and 28,508,177 shares,
respectively, of preferred stock to class A common stock. The
stock conversion occurred on January 10, 2003.

AOL Latin America noted that as a result of this conversion
there are now 127,906,978 shares of class A common stock
outstanding. This conversion was effected to support the
Company's efforts to maintain its listing on the NASDAQ SmallCap
Market.

AOL Latin America further noted that the stock conversion did
not change the aggregate number of outstanding shares for all
classes of stock; however, the number of shares of class A
common stock increased by the same amount that the shares of
preferred stock decreased. The Company believes that the
conversion benefits class A common stock holders as it includes
the forfeiture of dividends, liquidation preferences, and other
preferential rights associated with the converted preferred
stock by the Cisneros Group of Companies and America Online,
Inc.

There can be no assurance that this stock conversion will result
in AOL Latin America's continued listing on the NASDAQ SmallCap
Market beyond January 13, 2003. In the event that the Company is
no longer able to continue trading on the NASDAQ SmallCap
Market, the Company expects that its class A common stock would
trade on the Over-the-Counter Bulletin Board (OTCBB). The OTCBB
is a regulated quotation service that displays real-time quotes,
last-sale prices, and volume information for more than 3,600
equity securities.

America Online Latin America, Inc., (Nasdaq:AOLAC) is the
exclusive provider of AOL-branded services in Latin America and
has become one of the leading Internet and interactive services
providers in the region. AOL Latin America launched its first
service, America Online Brazil, in November 1999, and began as a
joint venture of America Online, Inc., a wholly owned subsidiary
of AOL Time Warner Inc. (NYSE:AOL), and the Cisneros Group of
Companies. Banco Itau, a leading Brazilian bank, is also a
minority stockholder of AOL Latin America. The Company combines
the technology, brand name, infrastructure and relationships of
America Online, the world's leader in branded interactive
services, with the relationships, regional experience and
extensive media assets of the Cisneros Group of Companies, one
of the leading media groups in the Americas. The Company
currently operates services in Brazil, Mexico and Argentina and
serves members of the AOL-branded service in Puerto Rico. It
also operates a regional portal accessible at
http://www.aola.com America Online's 35 million members  
worldwide can access content and offerings from AOL Latin
America through the International Channels on their local AOL
services.


ARMSTRONG: Wants More Time to Move Lawsuits to Delaware Courts
--------------------------------------------------------------
Armstrong World Industries, Inc., Nitram Liquidators, Inc., and
Desseaux Corporation of North America ask the Court to further
extend the deadline to file notices to remove prepetition
litigative and administrative matters through and including the
later of:

    (i) July 31, 2003, or

   (ii) 30 days after entry of an order terminating the
        automatic stay with respect to any particular action
        sought to be removed.

Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil
Gotshal & Manges, in New York, and Mark D. Collins, Esq., and
Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, remind Judge Newsome that the Debtors are
parties to numerous judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country.  Due to the number of proceedings
involved, and the wide variety of claims these proceedings
present, the Debtors need more time to determine which, if any,
of the proceedings should be removed and, if appropriate,
transferred to this district.  The extension would protect the
Debtors' valuable right to economically adjudicate lawsuits if
the circumstances warrant removal. It will not prejudice the
Debtors' adversaries because they may not prosecute the actions
and proceedings pending relief from the stay. Furthermore, the
Debtors assure the Court that the extension will not prejudice a
party to a proceeding that the Debtors seek to remove because
the party may seek remand of any removed action or proceeding.

Unless their request is granted, the Debtors will be forced to
address the pending prepetition claims and proceedings in a
piecemeal fashion to the detriment of their creditors.
(Armstrong Bankruptcy News, Issue No. 34; Bankruptcy Creditors'  
Service, Inc., 609/392-0900)   

Armstrong Holdings Inc.'s 9.0% bonds due 2004 (ACKH04USR1) are
trading at about 58 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1
for real-time bond pricing.


AVADO BRANDS: S&P Ups Credit Rating to SD after Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its corporate credit
rating to 'SD' (selective default) from 'D' on casual dining
restaurant operator Avado Brands Inc., and raised its senior
unsecured debt rating on the company to 'CC' from 'D'. At the
same time, Standard & Poor's affirmed its 'D' rating on Avado
Brands' subordinated notes.

The rating actions are the result of the company's payment of
interest to holders of its 9.75% senior unsecured notes. The
interest payment was originally due on Dec. 1, 2002. Avado has
not remitted its December 15, 2002 interest payment on its
subordinated notes.

"Avado's financial flexibility continues to be limited. On
December 27, 2002, the company executed an amendment to its $75
million credit facility whereby its lenders agreed to forbear
from exercising their remedies with respect to existing events
of default until May 31, 2003. The amendment also revised
certain financial covenants and requires the company to reduce
its obligations under the facility to zero by May 25, 2003,"
said Standard & Poor's credit analyst Diane Shand.

At September 29, 2002, Avado had $36 million of cash borrowings
and $15 million of letters of credit outstanding under the
credit facility. During the third quarter of 2002, the company
fell out of compliance with certain EBITDA requirements
contained in its credit facility and master equipment lease.

Avado needs to obtain sources of capital to meet its cash needs
and debt obligations. The company only had $309,000 of cash and
cash equivalents on the balance sheet as of Sept. 29, 2002.


BAUSCH & LOMB: Will Publish Fourth Quarter Results on January 30
----------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) will report its 2002 fourth-quarter
earnings results on Thursday, January 30, 2003.

On that day, the Company will issue a news release via Business
Wire by 8:00 a.m. Eastern time. The news release also will be
posted on the Company's Web site at http://www.Bausch.com

Also on January 30, the Company will hold a conference call at
10:00 a.m. (ET) to discuss the results. Members of the news
media may "listen only" to the conference call.

The conference call can be accessed on January 30 in three ways:

    -- By telephone -- call 913/981-5507 between 9:50 a.m. and
                      10:00 a.m.;
    -- By Internet  -- log on to http://www.vcall.com;
    -- By Internet  -- log on to the Investor Relations page of
                       the Company's Web site  
                       http://www.bausch.com

The conference call will be available by telephone rebroadcast
beginning at 1:30 p.m. (ET) on January 30, 2003, through
midnight, Monday, February 3, 2003. The call-in number to listen
to the replay is 719/457-0820; the confirmation code is 383448.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, lens care products,
ophthalmic surgical and pharmaceutical products. The Company is
advantaged with some of the most respected brands in the world
starting with its name, Bausch & Lomb(R), and including
SofLens(TM), PureVision(TM), Boston(R), ReNu(R), Storz(R) and
Technolas(TM). Founded in 1853 in Rochester, N.Y., where it
continues to have its headquarters, the Company has annual
revenues of approximately $1.7 billion and employs approximately
12,000 people in more than 50 countries. Bausch & Lomb products
are available in more than 100 countries around the world. More
information about the Company can be found on Bausch & Lomb's
Web site at http://www.bausch.com

                         *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Bausch & Lomb completed a public offering of $150
million five-year senior notes with a coupon rate of 6.95
percent.

The company's effective cost of the offering was approximately
8.65 percent, which included the cost of the treasury rate hedge
instrument entered into in May 2002. The notes were rated BBB-
by Standard & Poor's Rating Services and Ba1 by Moody's
Investors Service. The offering represents the first offering
under the company's $500 million Shelf Registration filed with
the Securities and Exchange Commission in June 2002.


BAY VIEW: Sells 2 Factoring Business as Part of Liquidation Plan
----------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) sold two factoring
businesses with approximately $23 million in factoring
receivables. The sale of the Dallas-based Goodman Factors was
made to a group of investors led by the factoring company's
current management team. The sale of the Bay View Business
Manager division was made to a group of investors led by former
management of the San Mateo-based factoring company. Under the
Company's liquidation basis of accounting, these units were
recorded at their estimated realizable value at September 30,
2002. These transactions resulted in no gain or loss for the
Company in the fourth quarter.

These sales are important steps towards completing the Company's
plan of liquidation and stockholder liquidity. "We are pleased
to have sold these units to the current and former management of
the Bay View factoring businesses. These groups of professionals
have been running the factoring units since inception and are
largely responsible for their successes," said Charles Cooper,
Bay View Capital Corporation CEO.

Bay View Capital Corporation is a commercial bank holding
company headquartered in San Mateo, California and is listed on
the NYSE: BVC. For more information, visit
http://www.bayviewcapital.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its ratings on Bay View Capital Corp., including
its counterparty credit rating to 'BB-/B' from 'CCC-/C', and
related entities, and removed all but the preferred stock rating
of Bay View Capital Trust I from CreditWatch Positive where they
were placed on July 24, 2002. The outlook is stable.

This action was in response to the successful completion of the
sale of the branch network and most of the deposit base to U.S.
Bancorp's lead bank, U.S. Bank N.A. ('A1'). These transactions
are part of the company's plan to liquidate. The company has
received approval and filed notice to redeem its outstanding
debt. It has also received approval to bring its preferred stock
dividends out of arrears. When this is done the rating on this
instrument will be moved to 'B-'.


BAYOU STEEL: Red Ink Continues to Flow in Fourth Quarter
--------------------------------------------------------
Bayou Steel Corporation (AMEX:BYX) reported a loss of $7.8
million for the fourth quarter of fiscal 2002 and a loss of
$40.7 for the year ended September 30, 2002. The annual loss
included two non-cash charges totaling $14.3 million for write
downs of a deferred tax asset and the carrying value of its
Tennessee facility. The quarterly and annual results compare
with a loss of $7.5 million and $34.1 million in the prior year
comparable periods.

The annual results are reflective of a year that, in the second
fiscal quarter, produced one of the lowest selling prices ever
experienced by the Company. "This year has brought extreme
challenges to the organization," said Jerry Pitts, President and
Chief Operating Officer. "Although falling shipments over the
last several years stabilized, the erosion of selling prices and
operating margins continued well into the year until we received
modest relief in the second half," Pitts continued. The selling
price for the Company's finished product reached a floor in its
second fiscal quarter before gaining $21 per ton over the
remainder of its fiscal year.

Excluding the two non-cash write downs, the loss would have been
$26.4 million for the year compared to a $34.1 million loss in
the prior year improving over 20%. Pitts expanded, "This
improvement, almost entirely driven by reductions in operating
cost, is substantial; however, we have not reached our goal of
achieving cash breakeven from our operations." Offsetting even
further improvement made by the Company was a reduction in the
metal margin which is the difference between the price of the
raw material scrap and finished goods selling prices. This
spread decreased $60 per ton or approximately $30 million since
the Company reported earnings in fiscal 1998.

Given the continued losses and the Company's sensitivity to
liquidity issues that naturally arise with sustained losses, the
Company did not make a scheduled interest payment under its
first mortgage notes in December. Pitts stated, "The Company
decided not to make this payment to preserve liquidity under our
line of credit and to ensure sufficient funding for on-going
operations." The Company has retained financial advisors and has
commenced discussions with a committee representing the holders
of over 75% of the aggregate principal amount outstanding under
the notes. The Company is also discussing with its senior lender
options available under its line of credit facility. Pitts
added, "We are seeking every equitable solution to the problems
the Company now faces and are seeking financing options suitable
to allow us to accomplish our business plan. We believe that the
execution of our plan will bring positive cash flow."

"Shipments declined in the usual slow months of October through
December. The new year, however, should bring increased
shipments overall as a result of modest improvements in the
underlying demand, and, more importantly, as a result of
operational enhancements which we believe will be well received
by our customers. Additionally, pricing in our first fiscal
quarter has been consistent with the improved pricing
experienced at the end of fiscal 2002. Bayou appreciates the
strong support of our customers, suppliers, and, most of all,
our employees in dealing with the challenges of the past. Their
continued support will help us achieve our short term goal of
achieving cash breakeven," Pitts concluded.

Bayou Steel Corporation manufacturers light structural and
merchant bar products in LaPlace, Louisiana and Harriman,
Tennessee. The Company also operates three stocking locations
along the inland waterway system near Pittsburgh, Chicago, and
Tulsa.


BUDGET GROUP: Court Approves Verwaltung Master Agreement
--------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained the
Court's nod allowing Budget Rent A Car International Inc., to
enter into the Master Franchise Agreement, dated July 3, 2002,
with Verwaltung Dovenhof Leasing and NL Nordleas AG.  The
agreement will ensure the continuation of the Debtors'
operations in Germany.

Pursuant to the Master Franchise Agreement, Budget International
agreed to transfer the exclusive right to use and market the
Budget trademarks in Germany for a period of 10 years, subject
to Verwaltung's right to three successive five-year renewal
terms under certain conditions.  Verwaltung, in exchange, would
remit a stream of royalty payments.  There is no initial
franchise fee.  In consideration of the obligations that it will
assume, Verwaltung's royalty fees are staggered for the first
two years:

     -- 1.9% of revenue for 2003,

     -- 2.5% of revenue for 2004, and

     -- 3.5% of revenue thereafter.

The Master Franchise Agreement also obligates Verwaltung to
build the German operations and make minimum marketing
investments.  Verwaltung is also obliged to make a capital
investment as much as $500,000 necessary to interface its travel
agent reservations systems with the Budget reservations systems.  
Verwaltung is further obligated to assume the entire
infrastructure and liabilities of the Debtors' German operations
including employees, contracts, operating and headquarters
facilities.  Nordleas, pending the closing of the Master
Franchise Agreement, has guaranteed vehicle financing for
Budget's operations in Germany.

The Debtors do not have a choice but to execute the Master
Franchise Agreement.  Budget International can no longer support
the Debtors' operations in Germany.  It has maintained its
German rental fleet during these Chapter 11 cases only through
Nordleas' Guarantee, and its absence would precipitate cash
operating losses of $200,000 per month.

The liquidation of the Debtors' German operations is not a
viable alternative since Germany is the Debtors' largest
outbound market in Europe.  In addition, given the integrated
character of Europe, the loss of Germany would significantly
diminish the interest of any acquirer of Budget International's
operations. (Budget Group Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1) are trading
at about 23 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
real-time bond pricing.


BURLINGTON: US Trustee Balks at Ivins Philips' Engagement
---------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee for Region 3, asks the
Court to deny Burlington Industries, Inc., and its debtor-
affiliates' request to employ Ivins, Philips & Barker as Special
Tax and Employee Benefits Counsel.

Julie L. Compton, Esq., in Wilmington, Delaware, notes that IP&B
had previously provided legal services to the Debtors pursuant
to the Ordinary Course Professionals Order dated December 12,
2001. However, for the four-month period from April 1, 2002
through July 31, 2002, IP&B's fees for services rendered were
$215,492, in excess of the fee cap set in the OCP Order.  
According to the Application, the Debtors inadvertently paid the
excess fees, but have withheld any further payments to IP&B
until the Court approves the firm's employment.

Mr. Walton objects to the Debtors' request for approval of
IP&B's employment nunc pro tunc to the Petition Date because it
is both unwarranted and unnecessary.  The Debtors have not given
any reason compelling nunc pro tunc approval to the Petition
Date. Moreover, Ms. Compton notes that even after realizing that
IP&B had exceeded the fee cap for the period from April 1, 2002
through July 31, 2002, the Debtors still waited almost five
months to file the Application.  Ms. Compton points out that no
justification has been given for the delay.

Ms. Compton argues that if the Court approves IP&B's employment
nunc pro tunc to the Petition Date under the circumstances, it
would render the limitations and requirements of the OCP Order
meaningless, especially where the OCP Order itself is a
"relaxing" of the strict requirement of Sections 327(a) and
327(e) of the Bankruptcy Code, intended to ease the burden in
larger cases where the Debtors employ numerous professionals to
assist them. (Burlington Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CITGO PETROLEUM: Fitch Lowers Senior Unsec. Debt Rating to BB-
--------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured debt rating of
CITGO Petroleum Corporation to 'BB-' from 'BBB-'. Fitch has also
lowered the rating on the senior notes of PDV America, Inc., to
'B-' from 'BB+'. CITGO is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the
state-owned oil company of Venezuela. CITGO and PDV America
remain on Rating Watch Negative.

The downgrades reflect Fitch's heightened concerns with the
financial flexibility of both CITGO and PDV America due to the
general strike in Venezuela, which has severely disrupted the
country's oil exports. Earlier today, Fitch downgraded the long-
term foreign currency rating of Venezuela and PDVSA to 'CCC+'
from 'B' and the short-term foreign currency (Venezuelan
bolivar) rating of Venezuela to 'C' from 'B'.

As a result of the strike, CITGO has been forced to find
alternate sources for much of the crude supplied by PDVSA. CITGO
typically purchases approximately 50% of its crude needs from
PDVSA under long-term contracts. CITGO has been successful
acquiring alternate crudes and other feedstocks to maintain
refinery operations. However, spot market terms have increased
working capital requirements and given the lowered credit
ratings of CITGO related entities, additional working capital
requirements are possible.

Near term obligations as well as a rating trigger in the
company's trade accounts receivable program could significantly
reduce CITGO's liquidity. Unless CITGO achieves a waiver,
Fitch's downgrade will result in termination of the accounts
receivable program. In mid-December, CITGO entered into a new
$520 million credit facility, split into a $260 million three-
year facility and a $260 million 364-day revolver. Concerns over
the situation in Venezuela, however, have limited CITGO's
ability to enter the capital markets for a planned bond issuance
in the fourth quarter of 2002.

The CITGO downgrade and the more severe downgrade to the senior
notes of PDV America are also based on the deteriorating
creditworthiness of PDVSA and Venezuela. The $500 million of
senior notes mature in August 2003 and are supported by Mirror
Notes issued by PDVSA and held by PDV America. The senior notes
and Mirror Notes have identical terms and conditions such that
the interest income PDV America receives from PDVSA on the
mirror notes pays the interest on the senior notes. In an
absence of a return to normal oil operations, Fitch has
significant concerns with the ultimate parent's ability and
willingness to pay the maturity of the notes. In 1998 and 2000,
dividends from CITGO were ultimately used to pay the $250
million tranches that matured in each of those years. Given
CITGO's current financial situation, CITGO is not expected to
pay any dividends to PDVSA to support PDV America's senior
notes.

The situation in Venezuela remains highly volatile. Although
Fitch expects CITGO to maintain operations, further
deterioration in CITGO's financial position or the ultimate
shareholders credit quality could result in additional
downgrades.

CITGO is one of the largest independent crude oil refiners in
the United States with three modern, highly complex crude oil
refineries and two asphalt refineries with a combined capacity
of 756,000 barrels per day. The company also owns approximately
41% interest in LYONDELL-CITGO Refining L.P., a limited
liability company that owns and operates a 265,000-barrel per
day crude oil refinery in Houston, Texas. CITGO markets refined
products through approximately 13,400 independently owned and
operated retail sites.


COEUR D'ALENES: Executes 1,000-to-1 Reverse Stock Split
-------------------------------------------------------
Effective Nov. 27, 2002, The Coeur d'Alenes Company
(OTCBB:CDAL), Cusip #192 117 109, conducted a 1,000 to 1 reverse
split on its Common Stock.

All shareholders owning fewer than 1,000 shares on Nov. 27,
2002, will be cashed out. These shares have been cancelled and
can no longer be traded or transferred. Immediately following
the reverse split, the Company conducted a forward split of
1,000 to 1, eliminating the need to reissue certificates for
those shareholders holding 1,000 or more shares.

                         *   *   *

As previously reported, Coeur d'Alene Mines Corporation
dismissed Arthur Andersen LLP as the Company's independent
accounting firm.  Arthur Andersen LLP had served in that
capacity since October 1999. The Company's determination
reflected the fact that on June 15, 2002, the Securities and
Exchange Commission announced that Arthur Andersen LLP had
informed the Commission that it will cease practicing before the
Commission by August 31, 2002.

Arthur Andersen's report dated February 15, 2002, stated that
the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, had been
prepared assuming that the Company will continue as a going
concern.


COMMANDER AIRCRAFT: Hires Chung & Press as Bankruptcy Counsel
-------------------------------------------------------------
Commander Aircraft Company asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to hire and employ
the law firm of Chung & Press, P.C., as bankruptcy counsel.

In order to enable the Debtor to perform its duties as debtor-
in-possession and to effect the proper and expeditious
administration of this case, Chung & Press will be required to:

     a) assist and advise the Debtor relative to the
        administration of this proceeding;

     b) represent the Debtor before the Bankruptcy Court and
        advising the Debtor on all pending litigations,
        hearings, motions, and of the decisions of the
        Bankruptcy Court;

     c) review and analyze all applications, orders, and motions
        filed with the Bankruptcy Court by third parties in this
        proceeding and advising the Debtor thereon;

     d) attend all hearings conducted pursuant to section 341(a)
        of the Bankruptcy Code and representing the Debtor at      
        all examinations;

     e) communicate with creditors and all other parties in           
        interest;

     f) assist the Debtor in preparing all necessary
        applications, motions, orders, supporting positions
        taken by the Debtor, and preparing witnesses and review
        documents in this regard;

     g) confer with all other professionals, including any
        accountants and consultants retained by the Debtor and
        by any other party in interest;

     h) assist the Debtor in its negotiations with creditors or
        third parties concerning the terms of any proposed plan
        of reorganization;

     i) prepare, draft and prosecute the plan of reorganization
        and disclosure statement; and

     j) assist the Debtor in performing such other services as
        may be in the interest of the Debtor and performing all
        other legal services required by the Debtor.

The normal hourly rate charged by the firm are:

          Daniel M. Press           $250 per hour
          Juan Chardiet             $225 per hour
          Russell B. Adams III      $200 per hour

Commander Aircraft Company, 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: Wants to Continue Payment of Employee Obligations
--------------------------------------------------------------
Conseco Inc., and the Conseco Finance Debtors ask the Court for
permission to reimburse Conseco Services for prepetition
employee services.  Conseco Services provides use of its
employees to the Holding Company Debtors.  Conseco Services
allocates the costs among its affiliates.  As a result, the
Holding Company Debtors have only 5 employees who have
employment contracts.  Conseco Services pays these executives
and is reimbursed by the Holding Company Debtors.  Conseco
Services has about 6,458 employees that also provides services
to non-debtor subsidiaries.  On average, Conseco Services pays
about $17,558,891 per month on account of non-debtor employees.

The Service Agreements provide for monthly invoicing of the
expenses that Conseco Services pays on the Holding Company
Debtors' behalf, plus a 10% service fee.  In practice, the
Holding Company Debtors and the non-debtor subsidiaries advance
the cash needed to pay the month's expenses to Conseco Services.
To bridge the gap between estimated and actual expenses, Conseco
Services submits quarterly invoices to affiliates for the unpaid
charges that the affiliate incurred in the previous quarter and
the affiliate must pay this amount.

Further, the Holding Company Debtors request that they be
authorized to make payments to the CFC Debtors' Employees, in
the event that the CFC Debtors are unable to make these payments
and that the Holding Company Debtors be accorded a priority
claim for any amounts advanced for CFC Debtor Employee
Obligations.

Conseco Services and the CFC Debtors sponsor and maintain tax-
qualified defined contribution 401(k) savings plans, which
provide eligible employees the opportunity to make pre-tax
salary deferral contributions.  The Holding Company pays Conseco
Services approximately $14,000 per month for 401(k) provision.
Historically, Conseco Services matched 50% of the first 6% of an
employee's pre-tax contribution, made in common stock.  Because
Conseco's common stock value has significantly decreased,
Conseco Services switched to cash-based match.  Approximately
$3,200,000 will be contributed to the plan on account of
employee service for the first 3 quarters of 2002.

Additionally, the Holding Company and the CFC Debtors seek
permission to continue paying health and welfare benefit plans
which include medical and health, life insurance, death, dental,
vision and disability.  Vacation and sick leave pay also should
be payable by the Holding Company and the CFC Debtors. (Conseco
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

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


COVANTA: Inks Stipulation Allowing Setoff with Fairfax, Virginia
----------------------------------------------------------------
Covanta Fairfax and Fairfax County, Virginia are parties to a
Service Agreement regarding the operation of a waste-to-energy
facility in Fairfax County, Virginia.

Pursuant to the Service Agreement, Covanta Fairfax owes the
County an undisputed amount of $338,952 relating to ash hauling,
tipping floor assistance, supplemental waste disposal,
supplemental waste miscellaneous revenue and spot market
disposal, which obligations were incurred prior to the Petition
Date.  In addition, Covanta Fairfax owes the County an
undisputed amount of $485,993 relating to ash disposal charges
incurred Prepetition, which amount Covanta Fairfax has authority
to pay to the County pursuant to a September 18, 2002 Court
Order.

On the other hand, the County owes the undisputed amount of
$1,395,649 to Covanta Fairfax for gross receipts tax incurred
prior to the Petition Date from October 27, 1992 through March
31, 2002.  Moreover, the County owes the undisputed amount of
$122,771 to Covanta Fairfax for additional prepetition waste
service fees.

In a Court-approved Stipulation, the Parties agree to offset the
undisputed prepetition amounts they owe to each other,
specifically:

1. After set-off, the amount owed to Covanta Fairfax by the
   County is $1,179,468;

2. The County Obligation and the Covanta Fairfax Obligation will
   each be paid substantially contemporaneously at a mutually
   agreed time; and

3. The payment by the County of the County Obligation is without
   prejudice to any rights that the County may have in the
   Debtors' Chapter 11 cases or under the United States
   Bankruptcy Code. (Covanta Bankruptcy News, Issue No. 20;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)    


DENNY'S CORP: Reports Same-Store Sales & Guest Count Declines
-------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported same-store sales for
its company-owned Denny's restaurants during the five-week
period, quarter and year ended December 25, 2002, compared with
the same periods in fiscal year 2001.

                   Five Weeks          13 Weeks         52 Weeks
Sales:              Dec. 2002           4Q-2002            2002
------             ----------          --------         --------
Same-Store Sales      0.3%              (2.1%)            (1.0%)
Guest Check Average  3.9%               3.5%              1.8%
Guest Counts        (3.5%)             (5.4%)            (2.8%)

Restaurant Counts:      12/25/02           12/26/01
------------------      --------           --------
   Company-owned           566                621
   Franchised            1,095              1,114
   Licensed                 15                 14
                        --------           --------
                         1,676              1,749

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees approximately
1,700 Denny's restaurants in the United States, Canada, Costa
Rica, Guam, Mexico, New Zealand and Puerto Rico. For further
information on the Company, including news releases, links to
SEC filings and other financial information, please visit the
Denny's Web site at http://www.dennys.com

As reported in Troubled Company Reporter's December 30, 2002
edition, Standard & Poor's assigned its 'BB-' senior secured
bank loan rating to family dining restaurant operator Denny's
Corp.'s $125 million senior secured revolving credit facility.
The new facility will be used to refinance the existing credit
facility.

At the same time, Standard & Poor's raised its corporate credit
rating on the company to 'B' from 'B-'. The outlook is stable.
Spartanburg, South Carolina-based Denny's had total debt of $606
million as of September 25, 2002.


DIAMETRICS MEDICAL: Fails to Meet Nasdaq Listing Requirements
-------------------------------------------------------------
Diametrics Medical, Inc., (Nasdaq:DMED) received a Nasdaq Staff
Determination on January 9, 2003, indicating that the Company
fails to comply with the minimum stockholders' equity
requirement for continued listing set forth in Marketplace Rule
4450(a)(3), and that its securities are, therefore, subject to
delisting from The Nasdaq National Market.

The Company will request a hearing before a Nasdaq Listing
Qualifications Panel to review the delisting decision. The
request for a hearing will stay the delisting of the Company's
securities, pending the Panel's decision. There can be no
assurance the Panel will grant the Company's request for
continued listing. If the Company is unsuccessful in its appeal,
it currently intends to apply for listing of its securities on
The Nasdaq SmallCap Market.

Diametrics Medical is a leader in critical care technology. The
company is dedicated to creating solutions that improve the
quality of healthcare delivery through products and services
that provide immediate, accurate and cost-effective time
critical blood and tissue diagnostic information. Primary
products include the IRMA(R)SL point-of-care blood analysis
system; the Trendcare(R) continuous blood gas monitoring system,
including Paratrend(R) and Neotrend(R) for use with adult,
pediatric and neonatal patients; the Neurotrend(R) cerebral
tissue monitoring system; and the Integrated Data Management
System (idms(TM)). Additional information is available at the
company's Web site at http://www.diametrics.com    

                         *     *     *

               Liquidity and Capital Resources

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

"At September 30, 2002, the Company had working capital of
$1,847,979, a decrease of $10,028,477 from the working capital
reported at December 31, 2001. The decrease is impacted
primarily by the reclassification of $7.3 million of Convertible
Senior Secured Fixed Rate Notes due August 4, 2003 from long-
term to current liabilities, the year-to-date net loss before
depreciation and amortization and other noncash charges of
approximately $2,093,494 and purchases of property and equipment
of approximately $589,944.

"[T]he Company's total cash and marketable securities balance
decreased by approximately $4.8 million and $550,000 during the
nine months ended September 30, 2002 and 2001, respectively.
Inventory availability at the end of the second quarter 2002 and
the $2.7 million payment from Philips in lieu of minimum product
purchase requirements in the third quarter allowed a reduction
in inventory purchases for third and fourth quarter production
requirements, resulting in the generation of positive cash flows
for the three months ended September 30, 2002. The impact on
cash of lower required inventory purchases is expected to
continue into the fourth quarter, and consequently, the rate of
net cash usage during the fourth quarter is expected to be
minimal. The Company is monitoring its cash position carefully
and is evaluating its future operating cash requirements in the
context of its strategy, business objectives and expected
business performance. As part of this, the Company is currently
reviewing various options for raising additional capital,
including the use of asset-based credit and the issuance of debt
or equity securities. Additionally, the full principal balance
of the Company's $7.3 million Convertible Senior Secured Fixed
Rate Notes becomes due August 4, 2003, unless the note holders
elect prior to that date to convert the notes into shares of the
Company's Common Stock at a conversion price of $8.40 per share.
The Company is currently discussing with the note holders a
potential extension of the notes under modified terms. If the
note holders do not elect to extend the due date or exercise the
conversion option, the Company plans to refinance the notes with
debt or equity to the extent cash flows from operations or
partnering activities are not sufficient to retire the notes.
There is no assurance that the Company will be able to refinance
the notes or be able to refinance under favorable terms. The
Company's long-term capital requirements will depend upon
numerous factors, including the impact of changes in
distribution relationships and methods on sales, the rate of
market acceptance of the Company's products, the level of
resources devoted to expanding the Company's business and
manufacturing capabilities, and the level of research and
development activities. While there can be no assurance that
adequate funds will be available when needed or on acceptable
terms, management believes that the Company will be able to
raise adequate funding to meet its operational requirements. If
the Company is unable to refinance or extend the due date for
its notes, raise an adequate level of additional capital or
generate sufficient cash flows from operations, the Company's
ability to execute its business plan will be significantly
impaired."


DIVERSIFIED CORPORATE: Sells All Mountain Ltd. Shares to Hosmers
----------------------------------------------------------------
On December 24, 2002, Diversified Corporate Resources, Inc., a
Texas corporation, and MAGIC Northeast, Inc. a Delaware
corporation, completed the sale of all of the issued and
outstanding shares of capital stock of Mountain, Ltd., a Maine
corporation, pursuant to the certain Agreement dated
December 20, 2002, between the Company, Seller, Joseph H.
Hosmer, and Sandra Hosmer. The effective date of this
transaction was the close of business on December 20, 2002.
Seller is a subsidiary of the Company, and prior to the closing
of this transaction, Mountain was a subsidiary of the Company.

Pursuant to the terms of the Sale Agreement, the transaction
involved the following: (a) $572,000.00 was paid to the Company
in cash on December 24, 2002, (b) $78,000.00 is payable by the
Buyers to the Company at such time as J. Hosmer is paid
$78,000.00 owed to him by J. Michael Moore, the Chairman of the
Board and Chief executive Officer of the Company, (c) the Buyers
waived the obligation of the Company and Seller to pay any
portion of the purchase price not already paid by the Company in
connection with the Company's purchase of Mountain from the
Buyers in August, 1999; such unpaid amount was approximately
$2.1 million, (d) the Company retained all of the cash and
accounts receivable of Mountain which existed as of the close of
business on December 20, 2002, (e) the Company retained the
obligation for all of the liabilities of Mountain which existed
as of the close of business on December 20, 2002, (f) the Buyers
sold 77,000 shares of common stock of the Company to DCRI for
$7,700.00 paid in cash to the Buyers on December 24, 2002, (g)
J. Hosmer waived the right to all unpaid compensation and
bonuses payable to him by the Company in connection with the two
employment agreements previously entered into with J. Hosmer,
(h) both such employment agreements were terminated, (i) J.
Hosmer resigned as an officer and director of the Company and
all of the subsidiaries of the Company, and (j) until at least
March 31, 2003, Mountain will continue to provide contract
placement services to one client of a subsidiary of the Company
pursuant to a fee sharing arrangement between the Company and
Mountain. Prior to the closing of this transaction, J. Hosmer
had been President of the Company and a member of the Board of
Directors of DCRI.

Mountain is based in Yarmouth, Maine, and is engaged in the
contract placement business with emphasis on the
telecommunications industry.  

Diversified Corporate's September 30, 2002 balance sheet shows a
working capital deficit of about $3.6 million.

                         *    *    *

                  Going Concern Uncertainty

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

"As of September 30, 2002, we were not in compliance with the
amended financial covenant under our three-year revolving line
of credit agreement with General Electric Capital Corporation.

"The Company failed to make the required acquisition agreement
payments of approximately $1,178,000 and $884,000 (to the former
owners of Mountain, LTD., which were due on October 1, 2001 and
October 1, 2002, respectively, and we failed to make the payment
of approximately $867,000 to the former owners of Texcel, Inc.
which was due on October 8, 2001. Effective as of October, 2001,
we entered into forbearance agreements with the former owners of
both Mountain and Texcel that involved (among other things) the
extension of the debt payment dates under both obligations, and
our commitment to pay interest on the amount owed to the holders
of both the Mountain and Texcel debt. We were able to make
partial debt payments to the former owners of Texcel, but in
September, 2002, we failed to pay the installment payments then
owed to the former owners of both Mountain and Texcel, and the
entire amount payable to these individuals is now due and
payable. As of September 30, 2002, we owed approximately
$2,062,000 to the former owners of Mountain, and approximately
$747,000, to the former owners of Texcel. We are unable to pay
any of such amounts at this time, and our ability to cure such
defaults in connection with these debt obligations is contingent
upon the outcome of our efforts to refinance the GE facility. We
are currently in negotiations with respect to these debt
obligations.

"These factors, among others, indicate that the Company may be
unable to continue as a going concern.

"We are continuing to evaluate various financing and
restructuring strategies to maximize shareholder value and to
provide assistance to us in pursuing alternative financing
options in connection with our capital requirements and
acquisition debt obligations. We can provide no assurance that
we will be successful in implementing the changes necessary to
accomplish these objectives, or if we are successful, that the
changes will improve our cash flow and liquidity."


DIVERSIFIED CORP.: Closes Greenfield Credit Facility Arrangement
----------------------------------------------------------------
On December 24, 2002, Diversified Corporate Resources, Inc.,
finalized a credit facility pursuant to a Loan and Security
Agreement with Greenfield Commercial Credit, L.L.C.  In
connection with this secured lending transaction, the Company
now has a one-year line of credit with Greenfield in the initial
amount of $4.0 million; this amount reduces to $3.5 million in
45 days from the date of this transaction. All of the assets of
the Company and its subsidiaries are pledged to secure this debt
obligation, and most of these subsidiaries have guaranteed the
repayment of the Company's debt obligation to Greenfield.    
This line of credit was funded by Greenfield on December 24,
2002, with the initial funding amount totaling approximately
$4.0 million. The proceeds of this funding were primarily used
to repay in full the secured debt obligation of the Company to
General Electric Capital Corporation.

In connection with this loan transaction, Greenfield required
that J. Michael Moore, the Chairman and Chief Executive Officer
of the Company, execute a Validity Guaranty. The JMM Guaranty
basically obligates Moore to repay the Greenfield loan in the
event and to the extent that the Company engages in any
inappropriate activities related to the Greenfield financing. As
the result of Moore executing the JMM Guaranty, the Board of
Directors of the Company has previously indicated that it is
their intent to indemnify Moore, and to consider providing Moore
with a second lien on the same assets pledged to secure the
Greenfield loan. At this time, no action has been taken by the
Board of Directors of DCRI to effectuate this second lien
arrangement.  

In addition, another condition to the closing of the Greenfield
loan transaction was the execution of a Subordination Agreement
by certain unsecured debt holders of the Company. With respect
to holders who did not execute such a document, the Company is
precluded from making any interest or debt payments to such
holders without first obtaining the written consent of
Greenfield. With respect to those debt holders who did execute
such a document, the Company is precluded form making principal
payments to them unless and to the extent that the Company has
available borrowing capacity in excess of a minimum of
$1,000,000.  

The holders of the debt payable to the former owners of the
business now operated by Datatek Group Corporation, a subsidiary
of the Company which was acquired in March, 2000, did execute
the required document. Although a debt payment of $170,625 was
owed to the Datatek debt holders on January 1, 2003, the Company
did not have sufficient liquidity to make such payment. Under
the terms of the Greenfield loan documentation, the Company is
not in default to the holders of the Datatek debt because the
minimum liquidity requirements of the Greenfield loan
documentation precluded such payment.

The Company was not successful in securing the execution of a
Subordination Agreement by the former owners of the business now
operated by Texcel Services, Inc., a subsidiary of the Company
which was acquired in October, 1998. Since the Company is in
default with respect to the amount of $746,800 (exclusive of
accrued interest) owed to the former owners of the Texcel
business, there is no certainty as to what action, if any, that
these debt holders will take in an effort to collect the amount
owed to them.    

Diversified Corporate's September 30, 2002 balance sheet shows a
working capital deficit of about $3.6 million.


DLJ MORTGAGE: S&P Further Cuts P-T Certs. Ratings to CCC-/D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates series 1997-CF2.

The lowered ratings reflect the appraisal reductions and special
servicing fees taken to date and the resultant interest
shortfalls that are occurring in two rated classes. The rated
classes affected are B-4 and B-5. The rating on the B-5 class is
lowered to 'D' from 'CCC-', as interest shortfalls are expected
to continue, without any near term recovery expected. The B-4
class, at this time, does not appear to be permanently impaired;
its rating is lowered to 'CCC-' from 'CCC+'.

Total delinquencies account for 12.10% of total principal
balance. Two delinquent loans are responsible for the appraisal
reductions taken and include one large hotel group and a retail
property. The hotel loan group, which represents 7.5% of the
pool's principal balance, is 90 days delinquent, and is secured
by five cross-collateralized and cross-defaulted lodging
properties. Four of the properties are located in the Orlando,
Fla. market that serves Disney World, and the fifth is in San
Antonio, Texas. The servicer, Orix Capital Markets LLC, took an
appraisal reduction amount of $11.66 million in April 2002. The
properties are in very competitive markets and have been
affected by the slowdown in business and leisure travel.

Another Orlando property, the Mercado Mediterranean Village
(2.80% of the pool's principal balance), is 90 days delinquent.
This 116,327-square-foot retail center, also located near Disney
World, is being affected by the decline in tourism. It has a
$16.8 million principal balance and represents 2.7% of the
pool's principal balance. An appraisal reduction amount of $2.66
million was taken.

There is currently $78.5 million, or 13.3%, of the pool's
principal balance on the servicer's watchlist. The two
delinquent loans mentioned account for 10.3% of this amount. The
remaining balance is attributable to nine other loans, none of
which has a significant balance.

                         Ratings Lowered

                    DLJ Mortgage Acceptance Corp.
          Commercial mortgage pass-thru certs series 1997-CF2

                          Rating
               Class     To      From      Credit Support (%)
               B-4       CCC-    CCC+      3.4
               B-5       D       CCC-      2.8


DORSET/TULLAS CDO: Fitch Cuts Ratings on Various Note Classes
-------------------------------------------------------------
Fitch Ratings downgraded the following classes of notes issued
by Dorset CDO Ltd. and Tullas CDO Ltd.:

                    Dorset CDO Ltd.

   --$317,327,920 class A notes downgrade to 'B' from 'AA';

   --$10,000,000 class B notes downgrade to 'CC' from 'BBB';

   --$12,000,000 class C notes downgrade to 'C' from 'B-';

   --$10,000,000 class D notes downgrade to 'C' from 'CC'.

                    Tullas CDO Ltd.

   --$314,586,389 class A notes downgrade to 'BBB+' from 'AAA';

   --$6,000,000 class B notes downgrade to 'BBB-' from 'AA';

   --$8,000,000 class C notes downgrade to 'CCC' from 'BBB';

   --$14,000,000 class D notes downgrade to 'C' from 'CCC-';

   --$8,000,000 class E notes downgrade to 'C' from 'CC'.

The above referenced securities have been downgraded as a result
of credit deterioration, higher than expected default rates, and
lower recovery expectations.

Dorset has experienced $63,000,000 (16.49%) defaults to date and
contains another $24,000,000 (6.28%) rated 'CCC+' or below. As a
result of failing overcollateralization tests, Dorset CDO Ltd.'s
B, C, D, and E notes have deferred all interest payments to
date.

Tullas has experienced $39,000,000 (10.21%) defaults to date and
contains another $24,000,000 (6.28%) rated 'CCC+' or below. As a
result of failing overcollateralization tests, Tullas CDO Ltd.'s
C, D, E, and F notes have deferred all interest payments to
date.

The class A notes of Dorset CDO Ltd. are currently receiving
their coupon, however, the uncertainty of the timing and extent
of loss may lead to an impairment of the principal amount as
well as future rating actions. The transaction has exposure to
underperforming sectors such as manufactured housing, aircraft
securitizations and collateralized debt obligations. As such,
this transaction has exposure to distressed credits that were
material in Fitch's analysis. Fitch will continue to monitor
this transaction and take additional action if warranted.


EFA SOFTWARE: Has Until Feb. 27 to File Canadian BIA Proposal
-------------------------------------------------------------
Basis100 (TSX:BAS), a business services provider to the
financial services industry, said its wholly owned subsidiaries,
EFA International Inc. and EFA Software Services Ltd., have
received an extension to the deadline to file a formal proposal
under the Bankruptcy and Insolvency Act of Canada. The revised
deadline is February 27, 2003. The previously disclosed
acquisition of certain assets of the EFA Group by Computershare
Ltd., is unaffected by this filing extension.

Basis100 Inc., is a business services provider to the financial
services industry, which enables companies to build, distribute,
buy and sell products and services in more efficient and
innovative ways. Basis100's lines of business include: Lending
Solutions for consumer credit, mortgage origination and
processing; Data Warehousing and Analytics Solutions for
automated property valuations, property data-warehousing, data
products and analytics support; and Capital Markets Solutions
for fixed income trading. For more information about Basis100,
visit http://www.Basis100.com


EMERGING VISION: Horizon Investors Discloses 21% Equity Stake
-------------------------------------------------------------
Horizons Investors Corporation of Albany, New York, beneficially
owns 6,301,075 shares of the common stock of Emerging Vision,
Inc., representing 21% of the outstanding common stock of the
Company.  Horizons hold sole voting and dispositive powers over
the stock held.  The Corporation purchased 574,000 shares in
past 60 days at average price of $.04.

Emerging Vision (formerly Sterling Vision) owns about 30 optical
outlets and franchises about 200 others under the Sterling
Optical, Sight for Sore Eyes, and other names in 26 states, the
US Virgin Islands, and Ontario, Canada. Emerging Vision scrapped
its plans to sell its retail chain operations and establish
itself as an Internet portal supply chain serving businesses
within the optical industry. It's refocused on its optical
businesses once again to create brand awareness. To that end, it
has sold its outpatient ambulatory surgery center in New York, a
part of its wholly owned subsidiary, Insight Laser Centers
(laser vision correction centers), which it is planning to sell.

                         *     *     *

                           Liquidity

As of September 30, 2002 (exclusive of net liabilities of
discontinued operations), Emerging Vision Inc., had negative
working capital of $4,681,000 and cash on hand of $601,000.
During the nine months ended September 30, 2002, the Company
used approximately $1,856,000 of cash in its operating
activities.  This usage was in line with management's plans and
was mainly a result of approximately $680,000 of costs  related
to the Company's store closure plan, a net decrease of $593,000
in accounts payable and accrued liabilities that existed as of
December 31, 2001, and $271,000 related to the prepayment of
certain other business expenses, offset, in part, by a net
decrease of $346,000 in franchise and other receivables.
Management anticipates that it will continue to incur
significant costs in order to continue to close  certain of its
non-profitable Company-owned stores, all in its effort to
eliminate future cash flow losses currently generated by such
stores.

Based on its current financial position, the Company may not
have sufficient liquidity available to continue in operation for
the next 12 months. However, the Company plans to continue to
attempt to improve its cash flows during the remainder of 2002,
and into 2003, by improving store profitability through
increased monitoring of store-by-store operations, closing non-
profitable Company-owned stores, implementing reductions of
administrative overhead expenses where necessary and feasible,
actively supporting development programs for franchisees, and
adding new franchised stores to the system. Management believes
that with the successful execution of the aforementioned plans
to attempt to improve cash flows, its existing cash, the
collection of outstanding receivables, the availability under
its existing credit facility, and the successful completion of
its shareholder rights offering, there will be sufficient
liquidity available for the Company to continue in operation for
the next 12 months. However, there can be no assurance that the
Company will be able to successfully execute the aforementioned
plans, or that it will be successful in completing its rights
offering.


ENCOMPASS SERVICES: Receives Court Injunction Against Utilities
---------------------------------------------------------------
After due deliberation, Judge Greendyke directs all utility
companies not to alter, refuse or discontinue their service to,
or discriminate against, Encompass Services Corporation and its
debtor-affiliates.  In turn, Judge Greendyke directs the Debtors
to pay, on a timely basis, all undisputed invoices with respect
to the postpetition utility services that may be provided.

Judge Greendyke clarifies that the Order is without prejudice to
the rights of any Utility Company to request in writing by
pleading filed with the Court assurances in the form of deposits
or other security and that the burden of proof will remain
unaffected by the approved provisions.  In the event a utility
company timely requests additional assurance that the Debtors
believe are unreasonable, the Debtors may file a motion for
determination of adequate assurance of payment.  Judge Greendyke
rules that any utility company requesting additional adequate
assurance of payment will be prohibited from discontinuing,
altering or refusing service to the Debtors and will be deemed
to have adequate assurance unless and until the Court enters a
final order to the contrary.  Meanwhile, any utility company
that does not formally request additional assurance will be
prohibited from discontinuing, altering or refusing service to
the Debtors and will be deemed to have adequate assurance under
Section 366 of the Bankruptcy Code. (Encompass Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Brings-In FTI Consulting to Render Financial Advice
---------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, reminds the Court that Enron Corporation and its debtor-
affiliates have employed PricewaterhouseCoopers to provide,
among other services, financial restructuring support services
through its professionals within PwC's Business Recovery
Services practice, a product line which specializes in providing
these services to parties in distressed corporate situations.  
These services included assisting the Debtors with the
preparation of financial disclosures the Court required, cash
management and reporting, identification and analysis of certain
reclamation and creditor claims, evaluation, analysis,
procedures and other services as necessary for the purposes of
the wind-down and liquidation of the trading books of the
various Debtor entities, and other services as required by the
Debtors.

On July 24, 2002, FTI Consulting, Inc., and its wholly owned
entities publicly announced that they had entered into a
definitive agreement to purchase the BRS Practice and related
assets and receivables.  Mr. Rosen relates that the transaction
was consummated on August 30, 2002, and the consideration paid
to PwC included, among other things, cash and equity interests
in FTI.  As a result of the Closing, J. Robert Medlin, the
primary PwC partner providing the BRS Services to the Debtors,
as well as substantially all of the other members of the Enron
BRS Practice engagement team, became FTI employees.  
Consequently, PwC will no longer provide the BRS Services to the
Debtors, but will continue to provide the non-BRS Services.  "To
the extent that PwC supplemented the BRS Services to the Debtors
with financial advisory services provided by professionals in
other practice areas, like tax and accounting, PwC will continue
to provide the non-BRS Services to the Debtors and the services
remain unaffected by this Application," Mr. Rosen explains.

By this application, the Debtors seek the Court's authority to
employ FTI pursuant to Section 327(a) of the Bankruptcy Code,
nunc pro tunc to August 31, 2002, to serve as its financial
advisors and continue to provide the BRS Services previously
provided to the Debtors by PwC.

Mr. Rosen emphasizes that the scope, terms and conditions of
FTI's proposed retention and employment are identical to those
set forth in the Original PwC Application and approved in the
PwC Retention Order.

Mr. Rosen notes that the BRS Practice has become intimately
familiar with the Debtors' businesses and affairs and the many
financial and other issues that may arise in the context of
these Chapter 11 cases.  A consequence of the Closing is that
the BRS professionals with this knowledge and familiarity are
now employed by FTI.  The Debtors believe FTI is both well
qualified and uniquely positioned to continue to provide
financial restructuring support to the Debtors in an efficient
and effective manner.  "To lose these professionals would impact
the Debtors' ability to administer expeditiously these Chapter
11 cases," Mr. Rosen says.

The Debtors propose to pay FTI the customary hourly BRS Practice
rates that were in place at the time of the Closing, subject to
periodic adjustments and to reimburse FTI according to its
customary reimbursement policies.  FTI's regular hourly rates
are:

           Partners                          $525 - 595
           Managers/Directors                 370 - 525
           Associates/Senior Associates       185 - 345
           Administration/Paraprofessionals    85 - 150

FTI intends to apply to the Court for allowances of compensation
for financial advisory services in accordance with the
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, corresponding local rules, orders of this Court and
guidelines established by the United States Trustee and the Fee
Committee appointed in these Chapter 11 cases.

As successor to the BRS Practice, FTI will be responsible for
filing appropriate fee applications regarding previously
unbilled services provided by PwC prior to the Closing Date, and
will be entitled to all payments to be made by the Debtors after
the Closing Date for any outstanding receivables related to pre-
Closing Date services.  Furthermore, FTI assumes the
responsibility for filing a single final fee application for
pre-Closing Date PwC services and post-Closing Date FTI services
at the conclusion of these proceedings.

Since the Closing Date, FTI's access to confidential information
obtained by the BRS Practice in connection with its services to
the Debtors has been limited:

    (a) the former BRS Practice personnel working on the
        engagement for the Debtors have been prohibited from
        disclosing any confidential information relating to this
        case to any pre-Closing Date FTI personnel; and

    (b) no pre-Closing Date FTI personnel have been assigned to
        perform financial advisory services for the Debtors.

J. Robert Medlin, FTI Consulting Inc. Senior Managing Director,
informs Judge Gonzalez that the firm has conducted a review of
its professional connections to these Chapter 11 cases.  Mr.
Medlin believes that FTI:

    (i) has no connection with the Debtors, their creditors or
        other parties-in-interest in these cases;

   (ii) does not hold any interest adverse to the Debtors'
        estates; and

  (iii) is a "disinterested person" as defined within Section
        101(14) of the Bankruptcy Code.

However, Mr. Medlin discloses that FTI has performed or is
currently performing these engagements for the Debtors or their
affiliates:

    (1) In December 1998, FTI was retained by Enron to provide
        database management services and evidence storage in
        connection with litigation concerning the explosion of a
        building in San Juan, Puerto Rico.  FTI terminated its
        data management services upon the filing of these
        Chapter 11 proceedings.  It has continued to store
        physical evidence for a nominal monthly fee, which is
        paid by a non-Debtor affiliate of Enron.  FTI is
        currently owed approximately $1,100 in unpaid fees
        incurred in connection with this engagement.  If the
        Application is granted, FTI agrees to waive any claim
        that it may have against the Debtors relating to these
        unpaid fees.  The court presiding over the litigation
        has recently given FTI permission to dispose of the
        evidence that it has been storing.  Once that disposal
        is completed, FTI's services on the engagement are
        expected to cease; and

    (2) In December 2001, the Committee of the Enron Corporation
        Savings Plan and the Enron Corporation Employee Stock
        Owners engaged FTI to provide the Plan with financial
        advice related to the Plan's ownership of Enron stock
        and the value of that stock.  FTI's work was limited to
        viewing publicly available financial information, and it
        ultimately did not provide any financial advice to the
        Plan.  On February 13, 2002, the Plan's Committee
        directed FTI to cease its work for the Plan.  FTI is
        currently owed approximately $45,000 in unpaid fees
        incurred in connection with this engagement.  If the
        Application is granted, FTI agrees to waive any claim
        that it may have against the Debtors relating to these
        unpaid fees.

If the Application is granted, FTI agrees to waive any and all
claims that it may have against the Debtors relating to fees for
prepetition services.

Prior to the Closing Date, FTI performed certain services for
creditors relating to these Chapter 11 proceedings.  In January
2002, FTI was engaged by JPMorgan Chase and Citibank, N.A. to
provide financial advisory services with respect to their
Debtor-in-Possession financing arrangements with Enron.  FTI's
services were substantially completed by March 2002, FTI
resigned from the engagement in July 2002, and all fees incurred
in connection with the engagement have been paid.  No FTI
professional who has worked on this engagement will have any
role in the performance of any services in connection with FTI's
role as financial advisors to the Debtors, and FTI has taken
steps, including the implementation of an ethical wall, to
ensure the separation of the professionals working on and
information obtained in connection with each engagement.

FTI has provided and likely will continue to provide services
unrelated to the Debtors' cases for various entities.  FTI's
assistance to these parties has been related to providing
various financial restructuring, litigation support and/or
engineering and scientific investigation consulting services.
(Enron Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 14 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


EOTT: U.S. Trustee Balks at Appointing Environmental Committee
--------------------------------------------------------------
The United States Trustee for Region 5, Richard W. Simmons,
objects to the creation of a Committee of Unsecured
Environmental Claimants, in the chapter 11 cases involving EOTT
Energy Partners, L.P., and debtor-affiliates, and asserts that:

    (a) he did not abuse his discretion in deciding not to
        appoint a separate committee of unsecured environmental
        claimants -- the Second Committee;

    (b) there is no need for a Second Committee as the
        TransAmerican Plan of Reorganization contemplates, or
        will provide, an efficient and cost-effective process to
        achieve the stated purpose of the proposed Second
        Committee according to the testimony of EOTT in open
        court;

    (c) the Court should exercise its discretion to deny the
        motion because the Movants have not and cannot show that
        the delay and expense associated with an additional
        committee will yield benefits offsetting the depletion
        of estate assets and delay in completion of this case.  
        In fact, the delay and expense of a Second Committee are
        more likely to cause harm to the estate than provide any
        benefit;

    (d) he has already considered and denied this same request
        from the Movants' attorney;

    (e) the motion is untimely because the Debtors have filed
        their Disclosure Statement and Plan of Reorganization.
        The Disclosure Statement was approved after a hearing
        during which all of the Movants' arguments were heard
        for the formation of a Second Committee.  The Plan is
        set for confirmation on January 30, 2003; and

    (f) the motion is an unjustified attempt to shift the burden
        of the Movants' professional fees onto the estate.

Barbara C. Jue, Esq., in Corpus Christi, Texas, relates that on
November 22, 2001, the U.S. Trustee may have represented in open
Court that a Second Committee would be formed.  However, after
the hearing, the U.S. Trustee consulted with the attorney for
the Official Committee of Unsecured Creditors and the Debtors'
counsel prior to making a decision to form a Second Committee.
After lengthy discussion, consideration and consultation, the
U.S. Trustee decided that it would be in the Debtors and
creditors' best interest to have only one committee.  The
Creditors' Committee convinced the U.S. Trustee that additional
members from the Movants' group would be welcome to join them to
fairly represent the Movants' members.

The U.S. Trustee accordingly extended the invitation to the
Movants to join the existing Creditors' Committee in open Court
and privately.  However, the Movants declined the invitation to
join the existing creditors' committee.  The existing
Committee's counsel consulted with the Movants to convince them
of the fair representation they would have on the Committee.

Section 1102 of the Bankruptcy Code, Ms. Jue notes, directs and
authorizes the U.S. Trustee to appoint an official unsecured
creditor committee and provides the U.S. Trustee with discretion
to appoint additional committees.  This Court has the power to
review the U.S. Trustee's actions taken pursuant to this same
section of the Code to decide whether or not the U.S. Trustee
abused his discretion in his decision not to appoint a Second
Committee.

Ms. Jue contends that the U.S. Trustee exercised his discretion
not to appoint a Second Committee.  The existing Committee is
representative of the interests of all unsecured claimants,
including the Movants whether or not they "per se" have a
representative on the Committee.  The U.S. Trustee reviewed the
list of the 20 largest unsecured creditors -- the bondholders
and banks.  To diversify the list, the U.S. Trustee contacted at
least seven trade creditors to join the committee but all
declined to serve.

Northwestern Mutual Life Insurance Company contacted the U.S.
Trustee to be permitted to join the Committee.  Hence,
Northwestern was added to the Committee even though the addition
would result in an even number of members on the Committee.  
"Mr. Simmons was seeking diverse representation on the Committee
and weighed that factor against the possibility of a voting
deadlock within the Committee," Ms. Jue explains.

The U.S. Trustee continued to encourage trade creditor
participation hoping to balance the Committee with another
representative but to no avail.  "Mr. Simmons was not aware of
any other creditors representing a diverse group whose
representative could round out the Committee," Ms. Jue informs
the Court.

Consequently, the U.S. Trustee advised the Committee members of
their duties to conform to Section 1103(c) of the Bankruptcy
Code.  The members were told that their obligation was to
represent creditor interests as a whole and as members of the
Committee, which they had fiduciary obligations.

Furthermore, Ms. Jue points out that an important factor
militating against appointing a separate committee is the cost
factor.  The Debtors' business is stable, but dependent on a
speedy recovery from bankruptcy.  According to the Debtors, it
is essential to conclude the case as expeditiously as possible
to retain its present customer base and expand on it.  The
formation of a Second Committee will only serve to delay the
case.

Thus, the U.S. Trustee asks the Court to deny the Movants'
Motion.

          Official Committee of Unsecured Creditors

The Committee understands the urgency and fragility of the
Debtors' position.  At the same time, the Committee understands
the need to protect the interests of general unsecured
creditors. The Committee has worked to balance these interests
through the negotiation and formulation of the plan and
disclosure statement. Through the Committee's efforts, the
Disclosure Statement and the Plan were amended to provide a
better treatment for general unsecured creditors.

Yet, Sharon M. Beausoleil-Mayer, Esq., at Fulbright & Jaworski
LLP, in Houston, Texas, notes, the Movants make a series of
general allegations that the Committee is not acting for the
best interests of all general unsecured creditors.  The Movants
alleged that the Committee has not adequately represented the
different types of general unsecured creditors, especially the
Movants.

In the first allegation, the Movants make a statement that the
majority of the Committee participated in the negotiation of the
Enron Settlement but it did not provide for environmental
claims. Beyond this statement, Ms. Mayer points out, the Movants
have not provided any details to show how the Enron Settlement
harms the general unsecured creditors as a whole or harms the
Movants specifically.  "The Committee recognizes that the
Debtors need to divorce themselves from Enron and move forward
as their own companies -- a benefit to all general unsecured
creditors, including the Movants," Ms. Mayer tells Judge
Schmidt.

In the second allegation, the Movants point out that the
Committee did not file a formal objection to the disclosure
statement.  Though the Committee did not file a formal written
objection with the Court, Ms. Mayer reports that the Committee
has voiced its objections directly to the Debtors, working
nonstop in its analysis of these documents, continuously
negotiating with the Debtors on the adequacy of information
included in the Disclosure Statement.  The Committee made, and
the Debtors incorporated, language changes to improve the
clarity of various sections and provide additional information.  
Overall, the Committee demanded more detailed information be
included in the final form of the Disclosure Statement for the
benefit of all general unsecured creditors.

The third allegation focuses on the Debtors' ability to object
to claims, which will prevent the votes of certain claimholders
from being counted in the ballot tabulation for the plan vote.  
The Movants point out that since they have unliquidated claims,
the Debtors may file objections to these claims, preventing them
from voting on the Plan.  Ms. Mayer emphasizes that the Debtors
always have the power to object to all claims, including any
general unsecured claims.  Thus, this situation is not unique to
the Movants.  In addition, Section 502 of the Bankruptcy Code
allows a Bankruptcy Court to estimate claims for voting
purposes.

In the Movants' fourth allegation, they attempt to show that
their interests are adverse to the interests of the creditors
serving on the Committee, which is securing future payment and
equity ownership.  In addition, the Movants want the Debtors to
fulfill their obligations and make payments now.  Ms. Mayer
notes that the individual members of the Committee, like the
Movants, would prefer that the Debtors pay all general unsecured
creditors immediately.  However, Ms. Mayer tells the Court, the
Committee has been advised by financial experts that the Debtors
can reasonably be expected to deliver to the general unsecured
creditors only $104,000,000 in notes and 11,947,820 new LLC
units to be shared pro rata for general unsecured claims in
Class 5. The Committee has balanced the interests of the general
unsecured claims and the Debtors' survival.  "The principal role
of a committee is to participate in the negotiation and
formation of the Plan and Disclosure Statement," Ms. Mayer says.  
In these cases, this Committee has fulfilled that role in
numerous ways.

The burden is on the Movants to show how the Committee has
failed to adequately represent their Claims.  Ms. Mayer contends
that the Movants had only made very general statements but
failed to explain how the Committee has not provided a tangible
benefit to the general unsecured creditors.  "The Movants cannot
give the Court detailed examples of where the Committee has
failed in its fiduciary duties to the general unsecured
creditors, including the Movants, because the Committee has
fulfilled its fiduciary duties," Ms. Mayer insists.

Moreover, as the Court may recall, the Movants declined the U.S.
Trustee's offer to become a member of the Committee when they
expressed their desire to be represented.  These cases are set
for confirmation.  Ms. Mayer argues that to delay the cases and
appoint another committee serves only to frustrate the process
and to endanger the compromises reached by the parties who have
stayed involved in the process.

Accordingly, the Committee asks the Court to deny the Movants'
motion in its entirety. (EOTT Energy Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE: Equity Committee Taps Potter Anderson as Local Counsel
-------------------------------------------------------------
The Official Committee of Equity Security Holders of Exide
Technologies and debtor-affiliates sought and obtained the
Court's authority to retain Potter Anderson & Corroon LLP as its
local counsel.

Equity Committee Chairman Keith Johnson relates that the
Committee voted to employ the law firm of Potter Anderson &
Corroon LLP as its local counsel in this matter under a general
retainer.  It is the Committee's intent and commitment that
Potter Anderson's functions will not be duplicative of the
services performed by Reinhart Boerner Van Deuren S.C., but
rather will ensure the most economic and effective means for the
Equity Committee to be represented in these proceedings.  The
Equity Committee notes that the firm's members have considerable
experience in bankruptcy matters.

As local counsel, Potter Anderson will:

    -- attend hearings pertaining to the case, as necessary;

    -- review all applications and motions filed in connection
       with the case;

    -- communication with the Committee's lead counsel, as
       necessary;

    -- perform all other services for the Committee that are
       necessary for local counsel to perform in this case.

Potter Anderson will calculate fees using its standard hourly
rates, which are subject to normal adjustments from time to
time. The professionals primarily responsible for the
representation of the Equity Committee and their corresponding
hourly rates are:

       Laurie Selber Silverstein               $425
       William A. Hazeltine                     300
       Ronald S. Gellert                        225
       Barbara J. Micun (paralegal)             125
       Beth Muspratt (clerk)                     50
       C. Sue Atkins (clerk)                     50
       Nancy A. Baxter                           50

The current hourly rates of Potter Anderson's partners and
associates range from $160 to $525.

Potter Anderson Partner Laura Selber Silverstein assures the
Court that the firm has not represented the Debtors or any
party-in-interest in any matter adverse to the Equity Committee.  
In addition, Potter Anderson does not hold or represent any
interest adverse to the Equity Committee and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

However, Ms. Silverstein admits that the Firm currently
represents or in the past has represented these entities in
unrelated matters: R2 Top Hat Ltd., Salomon Bros. Holdings Co.
Inc., Textron Financial Corp., Toronto Dominion Bank, Edison
Mission Power, Lucent Technologies, Bank of Louisiana, Firstar,
Kmart Corp., Toyota Motor Corp., Union Pacific Railroad, Parts
Plus, IBM Credit Corp., Bank of New York, State of Wisconsin
Investment Board, Allstate Life Insurance, Bank of Montreal,
Bank One NA, GE Capital CFE Inc., Salomon Smith Barney/Citibank,
Reed Smith Shaw & McClay, Morrison & Foerster LLP, McKinsey &
Co., Bankers Trust, Gelco Corp., General Electric Capital Corp.,
Heller Financial, Senstar Finance Co., Associates Leasing Inc.,
Enron Corp., CitiCorp, Dresdner Kleinwort Wasserstein, UBS AG,
AIM, Mellon Bank, Credit Suisse First Boston, Wells Fargo, Wal-
Mart Stores Inc., DaimlerChrysler AG, Qwest Communications,
Citibank N.A., Chase Manhattan Bank USA N.A., Arch Chemical
Inc., Bank of Scotland, Bear Stearns Investment Product, First
Union National Bank, Fleet National Bank, Lehman Bros., Bank of
America, Mercedez Benz, and Morgan Stanley. (Exide Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FAO INC: Files for Chapter 11 Reorganization in Wilmington, DE
--------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOO), a leader in children's specialty
retailing, filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code in the District of Delaware in
Wilmington. The Company said that the filing will allow it to
continue business operations without interruption while it
obtains necessary approval of its financial restructuring plan.

In conjunction with the filing, the Company said that it has
reached an agreement with its existing bank lenders to use cash
collateral which, upon Court approval, will enable FAO Inc., to
fund post-petition trade and employee obligations, as well as
the Company's ongoing operating needs while it begins the
restructuring process.

The Company stated that it intends to immediately meet with its
major creditor constituencies and file a formal plan of
reorganization with the bankruptcy court very soon. As part of
this plan, the Company will engage an investment banker to
assist it in raising equity capital within its current public
company structure.

"Having already made significant strides in our restructuring
efforts through the decision to close 75 - 80 stores, we are now
able to turn our focus toward ensuring our long-term financial
health," said Jerry R. Welch, President and Chief Executive
Officer.

The Company stated that employees and customers should not see
any difference in operations at its ongoing stores as a result
of the filing. Daily operations will continue, stores will
remain open, and transactions which occur in the normal course
of business will go on as before. Policies regarding returns,
exchanges, special orders, credit purchases and gift
certificates will remain unchanged. "The Company has been in
contact with many of its suppliers, and they have indicated that
they will continue to support FAO, Inc., during the
reorganization period. Our access to cash collateral provides
adequate financial resources to purchase the goods and services
we need while we begin the restructuring process," said Mr.
Welch.

"Due to the highly seasonal nature of toy retailing and the need
to make inventory commitments and other preparations for the
upcoming 2003 holiday selling season, we have established a
fast-track timetable for the Chapter 11 process. We are
encouraged by the support demonstrated by our various creditor
constituencies going into this process and expect to emerge a
stronger, well-capitalized company by the second quarter of this
year. A timely successful conclusion to this process will allow
the Company to position itself to take full advantage of this
year's upcoming holiday selling season," Mr. Welch concluded.

FAO, Inc., (formerly The Right Start, Inc.) owns a family of
high quality, developmental, educational and care brands for
infants, toddlers and children and is a leader in children's
specialty retailing. FAO, Inc., owns and operates the renowned
children's toy retailer FAO Schwarz; The Right Start, the
leading specialty retailer of developmental, educational and
care products for infants and toddlers; and Zany Brainy, the
leading retailer of development toys and educational products
for kids.

FAO, Inc., assumed its current form in January 2002. The Right
Start brand originated in 1985 through the creation of the Right
Start Catalog. In September 2001, the Company purchased assets
of Zany Brainy, Inc., which began business in 1991. In January
2002 the Company purchased the FAO Schwarz brand, which
originated 141 years ago in 1862. For additional information on
FAO, Inc., or its family of brands, visit the Company on line at
http://www.irconnect.com/faoo/  


FAO INC: Chapter 11 Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: FAO, Inc.
             2520 Renaissance Boulevard
             King of Prussia, PA 19406
             fka The Right Start, Inc.

Bankruptcy Case No.: 03-10119

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     FAO Schwarz, Inc.                          03-10120
     ZB Company, Inc.                           03-10121
     Targoff-RS, LLC                            03-10122
     The Right Start, Inc.                      03-10123

Type of Business: The debtor, along with its wholly-owned
                  subsidiaries, is a specialty retailer of
                  high-quality, developmental, educational and
                  care products for infants and children and
                  high quality toys, games, books and
                  multimedia products for kids through age 12.

Chapter 11 Petition Date: January 13, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Rebecca L. Booth, Esq.
                  Mark D. Collins, Esq.
                  Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
            P.O. Box 551
                  Wilmington, Delaware 19899
                  Tel: 302-651-7700

                       -and-

                  David W. Levene, Esq.
                  Anne E. Wells, Esq.
                  Levene, Neale, Bender, Rankin & Brill
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, California 90067-5805
                  Tel: 310-229-1234

Total Assets: $257,400,000

Total Debts: $238,374,000

A. FAO Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mattel Toys                 Trade Debt              $1,140,073
Jill Wilson
333 Continental Blvd.
El Segundo, CA 90245-5012
Tel: 310-252-4869
Fax: 310-252-2860

Lego Systems                Trade Debt              $1,128,720
Attn: Legal Dept.
555 Taylor Road
PO Box 1600
Enfield, CT 6082
Tel: 860-749-2291
Fax: 860-749-0650

Applause                    Trade Debt                $886,652
Legal dept.
6041 Variel Avenue
Woodland Hills, CA 91367
Tel: 800-777-6990
Fax: 818-595-3008

Alexander Dolls             Trade Debt                $703,928
Legal Dept.
613 West 131st Street
New York, NY 10027
Tel: 212-283-5900
Fax: 212-283-4263

Learning Curve Toys         Trade Debt                $676,141
Steve O'Dell
800 Veterans Parkway
Bolingbrook, IL 60440
Tel: 630-633-3151
Fax: 312-981-7600

Plastwood                   Trade Debt                $669,963
Legal dept.
2130 Adams Avenue
San Leandro, CA 94577
Tel: 800-647-9989
Fax: 510-577-7816

New Roads                   Service Provider          $655,738
Legal Dept.
3342 Melrose Avenue
Roanoke, VA 24017
Tel: 540-345-7640
Fax: 732-248-1968

Gund, Inc.                  Trade Debt                $648,658
PO Box 852
Edison, NJ 8818
Tel: 732-248-1500
Fax: 732-248-1968

Manhattan Toy Company       Trade Debt                $516,224
430 First Avenue North
Suite 500
Minneapolis, MN 55401
Tel: 800-541-1345
Fax: 612-341-4457

Flying Colors               Trade Debt                4513,662
22619 Pacific Coast Highway
Suite 250
Malibu, CA 90074-6442
Tel: 310-455-6321
Fax: 310-455-6395

ARC One Stop Inc.           Trade Debt                $450,799
4250 Coral Ridge Drive
Coral Springs, FL 33065
Tel: 800-356-2049
Fax: 954-255-4825

The Learning Company        Trade Debt                $443,295
Alan Rubin
60 Lambert Avenue
Sparta, NJ 07871-1128
Tel: 973-726-9308
Fax: 973-726-9367

Lights, Camera &      Trade Debt                      $425,188
Interaction   
PO Box 590
Westport, CT 06881
Tel: 800-284-3948
Fax: 888-441-8883

K'nex Industries, Inc.      Trade Debt                $414,672
2990 Bergey Road
PO Box 700
Hatfield, PA 19940-5100
Tel: 215-997-7722
Fax: 215-996-4224

Britax Child Safety, Inc.   Trade Debt                $402,530
13501 South Ridge Drive
Charlotte, NC 28273
Tel: 704-409-1700
Fax: 704-409-1710

TY, Inc.                    Trade Debt                $393,311
280 Chestnut Street
Westmont, IL 60559
Tel: 888-569-7272
Fax: 630-920-1980

Steiff North America Inc.   Trade Debt                $375,927
425 Paramount Drive
Raynham, MA 02767
Tel: 508-828-2377
Fax: 508-828-4477

Hit Entertainment/Lyrick    Trade Debt                $375,459
830 S. Greenville Avenue
Allen, TX 75002-3320
Tel: 800-418-2371
Fax: 972-390-6001

Infogames, Inc.             Trade Debt                $368,625
147 5th Avenue, 8th Floor
New York, NY 10016
Tel: 212-726-6500
Fax: 212-252-8603

International Playthings    Trade Debt                $351,286
75 D Lackawanna Avenue
Parsippany, NJ 07054

B. FAO Schwarz's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
RR Donnelley Receivables    Service Provider          $748,966
Mary Reilly
PO Box 13654
Newark, NJ 07188
Tel: 717-293-3545
Fax: 717-293-3910

Midland Paper               Service Provider          $547,986
Richard Fay
135 S. LaSalle Street
Dept. 1140
Chicago, IL 60674-1140
Tel: 800-253-7477
Fax: 847-777-2551

Sanrio Inc.           Trade Debt                      $423,540
570 Eccles Avenue
So. San Francisco, CA 94080
Tel: 650-952-2880
Fax: 650-872-2513

ICS                         Service Provider          $235,332

Color By Pergament          Trade Debt                $179,481

Catalog Marketing Serv.     Trade Debt                $165,026

Classic Packaging & Paper   Trade Debt                $154,517
Co.     

Sony Entertainment Robot    Trade Debt                $138,520

Alschuler Grossman Stein    Litigation Counsel        $127,472
& Kahan LLP   

Larry Jennings              Trade Debt                $105,991

Mokrynski & Assoc. Inc.     Trade Debt                 $97,054  

Kone Inc.                   Service Provider           $89,244

Servco Industries           Service Provider          $85,769

Abacus Corporation          Service Provider           $77,299

Radica USA Ltd.             Trade Debt                 $70,764

Nassau Candy                Trade Debt                 $62,530

A Wish Come True            Trade Debt                 $55,884

Drop Ship Express           Freight Carrier            $47,612

Baker & Taylor Books        Trade Debt                 $43,504

Tim Dalal Studio            Service Provider           $40,836

C. ZB's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Print Media Alliance, Inc.  Trade Debt              $1,744,681
PO Box 99686
Pittsburgh, PA 15233
Tel: 412-322-1099
Fax: 412-322-3680

Coyle Reproductions         Trade Debt                $998,837
14949 Firestone Blvd.
LaMirada, CA 90638
Tel: 714-690-8200
Fax: 714-690-8217

Zany Brainy, Inc.           Contractual               $770,272
2520 Renaissance Blvd.      Indemnification/
King of Prussia, PA 19406   Reimbursement
Tel: 610-278-7800           Obligation
Fax: 610-278-7813

Quad/Graphics (GA)          Service Provider          $697,975
Cindi Jungwirth
952 Badger Road
PO Box 2718
Lorima, WI 53048-2718
Tel: 920-269-4700
Fax: 414-566-4655

Midland Paper               Trade Debt                $547,986
Richard Fay
135 S. LaSalle Street
Dept. 1140
Chicago, IL 60674-1140
Tel: 800-253-7477
Fax: 847-777-2551

AEC One Stop Inc.           Trade Debt                $450,799
4250 Coral Ridge Drive
Coral Springs, FL 33065
Tel: 800-356-2049
Fax: 954-255-4825

Sanrio, Inc.                Trade Debt                $423,540
570 Eccles Avenue
So. San Francisco, CA 94080
Tel: 650-952-2880
Fax: 650-872-2513

Valley Media                Trade Debt                $346,051
PO Box 2057
1280 Santa Anita Ct.
Woodland Hills, CA 95776-2057
Tel: 800-456-9660
Fax: 530-406-5205

Northeast Graphics, Inc.    Trade Debt                $224,534

GA Communications, Inc.     Trade Debt                $219,397

MBS/Multimode               Trade Debt                $189,926

Alschuler Grossman Stein    Service Provider          $127,472
& Kahan, LLP               (Litigation Counsel)

Carousel Center Co. LP      Trade Debt                $100,767

Interart                    Trade Debt                 $99,372

RR Donnelley Receivables    Service Provider           $98,983
Inc.         

Amtech Lighting Services    Service Provider           $66,736

Baker & Taylor Video        Trade Debt                 $54,075

Staples Business Advantage  Trade Debt                 $51,570

Belz Park Place, LP         Lease Obligation           $50,830

ADT Security Services       Service Provider           $50,253     
    
  
FEDERAL-MOGUL: Committees Ask Court to End Exclusive Periods
------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Official
Committee of Asbestos Claimants Committee urge the Court to
terminate the Federal-Mogul Debtors' exclusive right to file a
reorganization plan and let the Debtors' creditors propose a
plan to carve-up the value of Federal-Mogul's estates.

The Committees want the Debtors' Exclusive Periods terminated
because:

   (i) the Debtors and the Committees have reached an impasse in
       negotiations;

  (ii) continuation of the Exclusive Periods serves no purpose
       but to impermissibly entrench Debtors' management; and

(iii) the Committees are prepared to promptly file their own
       plan and disclosure statement.

Currently, through March 3, 2003, only the Debtors have the
right to file a reorganization plan.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, reports that the Creditors' Committee and the Asbestos
Committee reached an agreement in principle about the terms of a
proposed reorganization plan for Federal-Mogul in March 2002 --
just five months into these cases.  The Committees presented
their proposed plan to the Debtors in April 2002.  Since that
time, the Committees have engaged in negotiations with the
Debtors in the hope of reaching a consensual plan.  That hasn't
happened.

                 The Committees' Plan Proposal

The crux of the proposed plan is that noteholders and asbestos
claimants will convert their billions of dollars of claims
against the Debtors into equity in the reorganized debtors -- a
classic chapter 11 deleveraging of the balance sheet.
Specifically, 49.9% of the common stock will be distributed to
the holders of allowed noteholder claims and 50.1% will be
distributed to a trust established pursuant to Section 524(g) of
the Bankruptcy Code for the benefit of personal injury asbestos
claimants and to shield the reorganized company from future
asbestos-related liability.  The trust would also receive
certain proceeds of insurance policies available to cover
asbestos liabilities, and would assume liability for all
personal injury asbestos claims against the Debtors.  The
proposed plan further provides that:

  (a) the Debtors' secured bank debt, if valid and fully
      secured, will receive new secured notes in the full
      amount of its indebtedness on commercially reasonable
      terms;

  (b) trade creditors receive a distribution in cash or
      debt securities in an amount generally equal to the value
      of the distribution to noteholders; and

  (c) the prepetition equity interests in Federal-Mogul
      Corporation will be canceled.

The Committees believe that the proposed plan is in the best
interests of these estates.  The proposed plan materially
deleverages the Debtor's balance sheet by eliminating
$2,500,000,000 of noteholder debt, a portion of the trade debt,
and all of the Debtors' asbestos liabilities.  Their plan also
enables the Debtors to promptly exit these costly bankruptcy
proceedings by this summer -- less than 20 months after the
commencement of these cases, a relatively short period of time
for large asbestos cases.

                    Where the Parties Disagree

All along, however, the Committees and the Debtors have
disagreed on key parts of the plan, including:

      1. the scope of releases to be given to insiders;

      2. the treatment of current Federal-Mogul shareholders;

      3. the treatment of the prepetition bank debt; and

      4. the Reorganized Debtors' debt capacity.

According to Ms. Davis, the primary disagreement that prevents
the filing of a consensual plan relates to the debt capacity of
the Reorganized Debtors.  "The Debtors contend that they do not
have sufficient debt capacity to pass through the prepetition
bank debt in full, if necessary, as contemplated by the proposed
plan and hence that the proposed plan is not feasible," Ms.
Davis says.  On numerous occasions, the Debtors have also
insisted that some of the common stock of the Reorganized
Debtors go to the banks on account of any deficiency claim held
by the banks, which would violate the crux of the agreement
among the commercial and asbestos constituencies -- that is, the
50.1%/49.9% split).

"The Committees disagree with the Debtors as to the feasibility
of the proposed plan," Ms. Davis tells Judge Newsome.  "The
Committees also question the sincerity of the Debtors'
position." The Committees fear that the Debtors' position on the
Reorganized Debtors' debt capacity is not in good faith, but
instead is a calculated maneuver to either entrench the
management, avoid a shift in board control to noteholders and
asbestos claimants, and maintain leverage in seeking releases or
other benefits for insiders.

Ms. Davis points out that all of the stakeholders in these cases
and their respective financial advisors believe that the
Reorganized Debtors will have sufficient debt capacity to carry
the secured bank debt, if necessary.  The banks also believe
that there is adequate debt capacity to pass the prepetition
bank debt through in full.  "It is only management, which has no
financial stake in these cases, that believes that the
Reorganized Debtors will not have sufficient debt capacity to
pass through the secured debt if necessary," Ms. Davis reports.

Notwithstanding numerous meetings and discussions regarding the
Reorganized Debtors' debt capacity and other issues, Ms. Davis
maintains that the Committees and the Debtors have been at an
impasse on this issue since April 2002 -- almost nine months --
and thus unable to reach a consensual plan.

Ms. Davis directs Judge Newsome's attention to In re Crescent
Beach Inn, Inc., 22 B.R. 155, 160-161 (Bankr. D. Me. 1982),
where that debtor's original 120-day exclusivity period was
shortened due to acrimony between the debtor and its creditors.  
The Crescent Beach Court stated:

    "It appears that the major obstacle in the path to a
    successful reorganization in this case is the principal
    parties' acrimonious relations.  They continue their bitter
    feuding not only at their own expense, but at the expense
    of all creditors of the debtor.  Shortening the debtor's
    exclusive period for filing a plan will permit any party in
    interest, including parties with perhaps a more objective
    view of the debtor's circumstances, to file a plan."

In In re United Press Int'l., Inc., 60 B.R. 265, 271 n. 12
(Bankr. D.D.C. 1986), the Court also permitted entities "that
have the most at stake in [a] case and have shown themselves to
be responsible parties" to file a plan during the exclusive
period.  The United Press Court found that:

    "[the] prospect that continued conflict between management
    and stockholder would lead to a stalemate in which no plan
    at all could feasibly be filed in the name of the Debtor."

Both Committees represent the overwhelming majority of
stakeholders in these cases.  The Creditors' Committee
represents over $2,500,000,000 of bond and trade debt.  The
Asbestos Committee and Eric Green, the Future Asbestos Claimants
Representative, represent present and future asbestos claimants
asserting claims exceeding $2,500,000,000.

"These cases have been pending for nearly fifteen months.  The
costs of administration, most particularly professional fees,
have run into the multi-millions of dollars.  Remaining in
bankruptcy proceedings does not help the Debtors businesses,"
Ms. Davis reminds the Court.  Ms. Davis says the Committees are
prepared to file their plan.

The Committee's motion will be heard by the Bankruptcy Court on
January 29, 2003.  Federal-Mogul says that it "continues to be
actively engaged in discussions with all stakeholders in its
reorganization proceedings in its efforts to achieve a
consensual plan of reorganization." (Federal-Mogul Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Federal-Mogul Corp.'s 8.80% bonds due 2007 (FMO07USR1) are
trading at about 18 cents-on-the-dollar, DebtTraders reports.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1
for real-time bond pricing.


FORD MOTOR COMPANY: Says On Target to Achieve Bottom-Line Goal
--------------------------------------------------------------
Twelve months into its five-year Revitalization Plan, Ford Motor
Company (NYSE: F) is on target to achieve its bottom-line goal:
a $7 billion annual pre-tax profit by mid-decade.  The company
provided a Revitalization Plan update and released its 2003
financial milestones in Dearborn during a meeting with
securities analysts.

"We made a great deal of progress in 2002 toward a long-term
Revitalization Plan that we fully believe is the right strategy
for getting the company back on track," said Chairman and CEO
Bill Ford.  "This is our Centennial year, and while we certainly
will be celebrating our past, we will be focused on the future.  
Meeting our 2003 financial goals will be the first step."

The 2003 milestones are:

Planning Assumptions                      Milestone
--------------------                      ---------
*  Industry Volume - U.S.                 16.5 million units
                   - Europe               17.0 million units

*  Net Pricing     - U.S.                 Zero
                   - Europe               1%

Physicals                                 Milestone
*  Quality                                Improve in all regions
*  Market Share                           Improve in all regions
*  Automotive Cost Performance            Improve by at least
                                          $500 million (at
                                          constant volume and
                                          mix)

*  Capital Spending                       $8 billion

Financial Results                         Milestone
Automotive
*  Income Before Taxes                    Breakeven
*  Operating Cash Flow (#)                Breakeven

Ford Credit                               Improve cash
                                          contribution to
                                          Parent Maintain
                                          managed leverage in
                                          low end of 13-14 to 1
                                          range (##)

    (#)  Consistent with operating cash flow calculation in MD&A
         of our Third Quarter 2002 10-Q (before tax refunds)

    (##) Consistent with definition contained in MD&A of Ford
         Credit's 2001 10-K.

Assuming achievement of these milestones, the company expects to
have fully diluted earnings per share of 70 cents in 2003.

"These milestones demonstrate that Ford intends to deliver
another year of strong and measurable results that support the
plan we outlined one year ago," said Vice Chairman and Chief
Financial Officer Allan Gilmour.

Gilmour also provided an update on the company's pension funding
status. For 2003, the pension fund long-term annual return
assumption has been reduced to 8.75 percent from 9.5 percent for
the U.S., Canada and Britain, and, in the U.S., the discount
rate has been reduced to 6.75 percent at year-end 2002 from 7.25
percent at year-end 2001.  On January 6, 2003, Ford contributed
$500 million of cash to its U.S. pension fund and intends to
make another $500 million contribution in the first half of the
year, depending on the determination of the tax treatment of the
additional contribution.  The additional contribution was
originally scheduled for 2004.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's second-largest automaker, with approximately 335,000
employees in 200 markets on six continents.  Its automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services
include Ford Credit, Quality Care and Hertz.  Ford Motor Company
will officially observe its 100th anniversary on June 16, 2003.

Ford Motor Company's 6.625% bonds due 2028 are currently trading
at about 74 cents-on-the-dollar.


FREESTAR: vFinance, et al., File Involuntary Chapter 7 Petition
---------------------------------------------------------------
FreeStar Technologies, Inc. (OTCBB:FSTI), a company providing
one of the world's first live, operational debit and ATM
solutions with PIN-authenticated payment solution on the
Internet, PaySafeNow, and a leading Northern European Processing
subsidiary, Rahaxi Processing Oy, has been notified that a
Chapter 7 Involuntary Bankruptcy Petition has been filed against
the Company.

Paul Egan, President and Chief Executive Officer of FreeStar,
stated: "There is clearly a connection between this petition,
filed in the Southern District of New York [Thurs]day afternoon
by Larry Ivan Glick on behalf of vFinance, Inc., David
Stefansky, Richard Rosenblum, Marc Siegel, Boat Basin Investors
LLC, and Papell Holdings Ltd., and the short selling activities
of vFinance and affiliates during the month of December 2002. We
dismiss the petition as a frivolous and transparent attempt to
mitigate the financial losses of the aforementioned individuals'
illicit short selling activities. FreeStar Technologies is
solvent and will therefore defend the petition vigorously."

Continuing, Egan added: "This is a bad faith filing, pure and
simple; vFinance has possession of collateral underpinning their
claim, thereby rendering the debt secure. We will continue to
resist Messrs. Stefansky, Rosenblum and Siegel's increasingly
desperate attempts to circumvent Rule 144 provisions. FreeStar
Technologies has funding commitments exceeding the claims in
question and will seek substantial punitive and consequential
damages pursuant to the Bankruptcy Code."

With Corporate headquarters in Santo Domingo, Dominican
Republic, and offices in Dublin, Ireland, and Helsinki, Finland,
FreeStar Technologies is focused on exploiting a first-to-market
advantage for enabling ATM and debit card transactions on the
Internet. FreeStar Technologies' Enhanced Transactional Secure
Software is a proprietary software package that empowers
consumers to consummate secure e-commerce transactions on the
Internet using credit, debit, ATM (with PIN) or smart cards. It
sends an authorization number to the e-commerce merchant, rather
than the consumer's credit card information, to provide a
maximum level of security. FreeStar entered into an agreement to
acquire leading Northern European processing, Rahaxi Processing
Oy, in September 2002. For more information, please visit the
Company's Web sites at http://www.freestartech.com  
http://www.rahaxi.comand http://www.epaylatina.com


GENTEK INC: Court Approves Lazard Freres as Financial Advisor
-------------------------------------------------------------
Judge Walrath permits GenTek Inc., and its debtor-affiliates to
employ Lazard Freres & Co. LLC in accordance with the terms of
the engagement letter.  However, Judge Walrath makes it clear
that Lazard's fees will be subject to the review for
reasonableness.  Judge Walrath also emphasizes that only the
U.S. Trustee will have the right to object to the Debtors'
indemnification of Lazard, if during these cases, the U.S. Court
of Appeals for the Third Circuit issues a ruling with respect to
the appeal from the decisions of the U.S. District Court for the
District of Delaware with respect to the indemnification right
in In re United Artists Theatre Co. et. al.  The U.S. Trustee
must file its objection, if any, within 60 days after the date
the Court of Appeals issues its ruling.

                         *     *     *

The Debtors expect Lazard to:

    (i) review and analyze their businesses, operations and
        financial projections;

   (ii) evaluate their potential debt capacity in light of its
        projected cash flows;

  (iii) assist in the determination of an appropriate capital
        structure;

   (iv) determine a range of values on a going concern basis;

    (v) advise them on tactics and strategies for negotiating
        with the stakeholders;

   (vi) render financial advice and participate in meetings or
        negotiations with the stakeholders and rating agencies
        or other appropriate parties in connection with any
        restructuring, modification or refinancing of the
        Debtors' existing obligations;

  (vii) advise them on the timing, nature, and terms of new
        securities, other consideration or other inducements to
        be offered pursuant to a "Restructuring";

(viii) advise and assist them in evaluating potential capital
        markets transactions of public or private debt or equity
        offerings, evaluating and contacting potential sources
        of capital as they may designate, and assist in
        negotiating that transaction;

   (ix) assist them in preparing documentation within Lazard's
        area of expertise in connection with a Restructuring of
        the existing obligations;

    (x) assist them in identifying and evaluating candidates for
        a potential merger or the sale of all or a portion of
        their assets, equity, or other interests, advise them in
        connection with negotiations and aid in the consummation
        of a Business Combination;

   (xi) advise and attend meetings of the Debtors' Board of
        Directors; and

  (xii) provide them with other general restructuring advice.

As compensation, Lazard will charge the Debtors:

  -- A $200,000 monthly fee, payable on the 19th day of the
     month and on the same day of each month after that until
     the earlier of the consummation of the Restructuring or the
     termination of Lazard's engagement.  All monthly fees,
     except those in respect of the first five months of the
     engagement, will be credited against any restructuring or
     Business Combination fees;

  -- A fee equal to $6,000,000 payable upon the consummation of
     a Restructuring;

  -- A Business Combination fee:

     (a) If, whether in connection with the consummation of a
         Restructuring or otherwise, the Debtors consummate a
         Business Combination incorporating all or substantially
         all of their assets or the majority of the equity
         interests of the Debtors, Lazard will be paid a fee
         based on the aggregate consideration of the
         transaction.  The total fee is calculated by
         multiplying the Aggregate Consideration by the
         applicable fee percentage.

                      Lazard's Fee Schedule

             Aggregate
             Consideration
             Involved in
             Transaction      Amount        Percent of
             (Millions)       (Thousands)   Transaction
             ----------       -----------   -----------
             $2,000 up        $9,000 up       0.450%
              1,000            6,000          0.600
                900            5,625          0.625
                800            5,200          0.650
                700            4,900          0.700
                600            4,500          0.750
                500            4,000          0.800
                400            3,600          0.900
                300            3,000          1.000
                200            2,400          1.200
                100            1,500          1.500
                50             1,000          2.000
                 or less         or lower

         Aggregate Consideration means:

           (i) the total amount of cash and the fair market
               value on the date of payment of all of the
               property paid or payable, including amounts paid
               into escrow in connection with the Business
               Combination or any related transaction; plus

          (ii) the principal amount of all indebtedness far
               borrowed money of the Company and any subsidiary
               or, in case of the sale of assets, all
               indebtedness for borrowed money as set forth in
               the most recent consolidated balance sheet
               assumed by the third party.

         In the event that Lazard is entitled to receive both
         the Restructuring Transaction Fee and a Business
         Combination Fee, the lower of the two fees will be
         fully credited against the higher of the two fees;

     (b) In the event that the Debtors consummate any Business
         Combination relating to certain of the Debtors'
         business lines, divisions or operating groups, the
         Debtors will pay Lazard a Business Combination Fee in
         cash based on the Aggregate Consideration of the
         transaction.  The Combination Fee in this case,
         however, must not less than $500,000.  Any fee payable
         will be fully credited against any Restructuring Fees
         or Business Combination Fees associated with the sale
         of substantially all of the Debtors' assets; and

     (c) Any Business Combination Fee payable will be paid upon
         closing of the applicable Business Combination.  More
         than one fee may be payable; and

  -- Lazard's total fee, however, will not, in any event be
     greater than $7,000,000.  In addition to any fees that may
     be payable to Lazard and, regardless of whether any
     transaction or Restructuring occurs, the Debtors will
     promptly reimburse Lazard for all:

     (a) reasonable out-of-pocket expenses; and

     (b) other reasonable fees and expenses, including expenses
         of outside counsel, if any. (GenTek Bankruptcy News,
         Issue No. 7; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


GF FUNDING: Fitch Plucks CCC Class E Note Rating from Watch Neg.
----------------------------------------------------------------
Fitch Ratings completed a review of a series of equipment lease
transactions whose ratings have been on Rating Watch Negative.
Based on the review, it was determined that the tranches below
are performing in line with their current ratings. As a result,
Fitch removes the following securities from Rating Watch
Negative:

                    GF Funding Corp, VIII

                    --Class D notes 'BBB-';
                    --Class E notes 'CCC'.


GREAT NORTHERN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Great Northern Paper, Inc.
        Millinocket Mill
        One Katahdin Avenue
        Millinocket, Maine 04462-1398

Bankruptcy Case No.: 03-10048

Type of Business: Paper Mills

Chapter 11 Petition Date: January 9, 2003

Court: District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtors' Counsel: Alex M. Rodolakis, Esq.
                  Harold B. Murphy, Esq.
                  Hanify & King, P.C.
                  One Beacon Street
                  21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax : (617) 556-8985

                          -and-

                  David W. Bertoni, Esq.
                  Martin I. Eisenstein, Esq.
                  Brann & Isaacson
                  184 Main Street
                  PO Box 3070
                  Lewiston, ME 04243
                  Tel: 786-3566

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Metso Paper Company                                 $3,738,000
2900 Courtyard Drive
Norcross, GA 30071
Tel: 770-246-7232

Specialty Minerals                                  $3,385,000
PO Box 951446
Dallas, TX 75228
Tel: 212-878-1857

Ondeo Nalco                                         $1,472,000
PO Box 640863
Pittsburgh, PA 15219
Tel: 630-305-1650

Norfolk Southern                                    $1,207,620
735 W. 7th Street #300
Cincinnatti, OH 45203
Tel: 404-529-2129

FCR Recycling                                         $756,000
PO Box 10501
Albany, NY 12203

BPR Benivel                                           $684,000
Jacques Bedard
4655 Wilfrid Hamel
Quebec, Canada    
Tel: 418-871-8151

General Electric Power                                $555,000
PO Box 281962
Atlanta, GA 30306
Attn: Ingrid Mills
General Electric Canada
PO Box 145457
Cincinnatti, OH 45271
Tel: 905-858-6482

Bangor and Aristook Railroad                          $553,000
Dick Rushmore
15 Iron Road
Hermon, ME 04401
Tel: 207-848-4222

Richard Carrier Trucking Int'l.                       $511,000
Richard Carrier
PO Box 718
Industrial Park
Skowhegan, ME 04976
Tel: 207-474-6293

H.C. Haynes                                           $510,000
Herb Haynes
PO Box 96
Winn., ME 04495
Tel: 207-736-3412

H.E. Sargent                                          $407,000
Brent Hartley
101 Bennoch Road
PO Box 435
Stillwater, ME 04489
Tel: 207-827-4435

Weavexx                                               $378,000
Jack Prevost
Dept. 10543
Palatine, IL 60074
Tel: 919-556-2074

Central Maine Transport                               $375,000
Roly
PO Box 753
Bangor, ME 04401
Tel: 207-942-2220

Voith Dryer                                           $342,000
PO Box 751307
Charlotte, NC 28217
Tel: 800-551-8399

W.T. Gardner                                          $336,000
Bill Gardner
PO Box 189
Lincoln, ME 04457
Tel: 207-794-2303

Albany Mount Vemon                                    $325,000
Angela Blount
PO Box 75158
Charlotte, NC 28217
Tel: 864-527-1653

Sonoco Products                                       $318,000
George Goudelock
PO Box 91218
Chicago, IL 60607
Tel: 843-383-7459

Nationwide Magazine & Book Recycling Division         $295,000
PO Box 170427
Irving, TX 75062
Tel: 800-777-9088

Asten Johnson                                         $396,000
Dave McCann
PO Box 751985
Charlotte, NC 28217
Tel: 843-202-6306

PSP Wood Recovery                                     $242,000


HECTOR FUNDING: Fitch Junks Class A Floating-Rate Notes Ratings
---------------------------------------------------------------
Fitch Ratings downgraded the following classes of notes issued
by Hector Funding Ltd., and Hector Funding II Ltd., both
partially funded synthetic collateralized debt obligations:

               Hector Funding Ltd. series 1

--$50,000,000 class A floating-rate notes to 'CC' from 'AA'.

               Hector Funding II Ltd. series 1

--EUR50,000,000 class A floating-rate notes to 'CC' from 'AA'.

Both classes have also been removed from Rating Watch Negative.
The downgrades reflect the highly levered nature of the
transactions and can be directly attributed to the deterioration
in the credit quality of their respective reference pools. Both
transactions have exposure to recently downgraded credits that
were material in Fitch's analysis. In the case of Hector Funding
Ltd., these credits include, but are not limited to, senior
class(es) of Corvus Investments Ltd., Dorset CDO Ltd., Nerva
Ltd., Savannah II CDO Ltd., Taunton CDO Ltd., and Tullas CDO
Ltd.. Hector Funding II Ltd.'s recently downgraded reference
obligations include, but are not limited to, senior class(es) of
Corvus Investments Ltd., Dorset CDO Ltd., MARV I Ltd., MARV II
Ltd., Savannah II CDO Ltd., Taunton CDO Ltd., and Tullas CDO
Ltd..

The class A notes of both Hector Funding Ltd. and Hector Funding
II Ltd. represent the first loss position of their respective
reference portfolios. Therefore, the probability of default on
the class A notes of both Hector Funding Ltd. and Hector Funding
II Ltd. is equivalent to the probability of default for any one
of the credits in their respective reference pools. This
probability is equal to the sum of the probability of default
for each of the credits in their respective reference pools,
less the joint probability of default (the correlation of the
credits in their respective reference pools).


HUGHES ELECTRONICS: Will Host Q4 Earnings Conf. Call Tomorrow
-------------------------------------------------------------
Hughes Electronics Corporation will host an Internet webcast and
analyst conference call with the release of its fourth-quarter
2002 financial results and 2003 guidance on Wednesday,
January 15.

     When:                11 a.m. PT/ 2 p.m. ET Wednesday,
                          Jan. 15, 2003
     Dial-in:             (913) 981-5517
     Confirmation code:   797276
     Webcast:             http://www.hughes.com
     Host:                Michael Gaines, HUGHES corporate vice
                          president and chief financial officer.

Please call in 7 to 12 minutes prior to start time.

Please access the web site at least 15 minutes prior to start
time in order to download and install any necessary software.

A replay of this conference call will be available via telephone
from 4 p.m. PT Wednesday, January 15, through 9:59 p.m. PT
Sunday, January 19.

     Telephone:           (719) 457-0820
     Confirmation Code:   797276

The webcast will be archived for one quarter starting at 4 p.m.
PT Wednesday, January 15, at
http://www.hughes.com/ir/guidance/recent_pres.xml

HUGHES, a world-leading provider of digital television
entertainment, broadband services, satellite-based private
business networks, and global video and data broadcasting, is a
unit of General Motors Corporation.  The earnings of HUGHES are
used to calculate the earnings attributable to the General
Motors Class H common stock (NYSE: GMH).

As reported in Troubled Company Reporter's December 13, 2002
edition, Standard & Poor's revised its CreditWatch implications
for its 'B+' corporate credit ratings on Hughes Electronics
Corp., and 81%-owned subsidiary PanAmSat Corp., to developing
from negative, following Hughes' and EchoStar Communications
Corp.'s termination of their merger deal.

As part of a negotiated resolution, EchoStar will pay Hughes a
$600 million cash breakup fee, but will not be purchasing
Hughes' PanAmSat stake as originally agreed.


IFCO SYSTEMS: Restructures 10.625% Senior Subordinated Notes
------------------------------------------------------------
IFCO Systems N.V., announced that the restructuring of its EUR
200 million 10.625% Senior Subordinated Notes due 2010 became
effective on Dec. 31, 2002.  On Dec. 31, 2002, the Company
issued an aggregate of 39,090,599 new ordinary shares, each
ordinary share having a nominal value of EUR 0.10, to holders of
approximately 97.85% of the Company's Notes by means of a
private subscription for new equity. As previously announced,
the Company signed a restructuring agreement on Sept. 18, 2002
with holders of over 97% of the aggregate principal amount of
the Notes. The ordinary shares issued to the participating
Noteholders on Dec. 31, 2002 were admitted to the Official List
of the Frankfurt Stock Exchange effective as of Jan. 10, 2003,
increasing the total number of ordinary shares of the Company
listed on the Frankfurt Stock Exchange to 43,483,718 ordinary
shares.

Pursuant to the terms of the Restructuring Agreement, the
Noteholders participating in the private subscription
surrendered their Notes to the Company in exchange for the newly
issued ordinary shares, and the surrendered Notes were cancelled
effective Dec. 31, 2002.

The exchange of approximately 97.85% of the Company's Notes on
Dec. 31, 2002 for ordinary shares in the private subscription
results in a reduction of the Company's total debt, including
accrued interest, by US$ 219.1 million (from US$ 341.7 million
to US$ 122.6 million, as of Sept. 30, 2002) and a reduction of
the Company's interest expenses by approximately EUR 20.8
million per year. This also results in an increase of the
Company's equity as of Sept. 30, 2002 by US$ 219.1 million (from
US$ (26.2) million to US$ 192.9 million).

Additionally, effective as of Dec. 31, 2002, the Company entered
into the Third Amended and Restated Credit Agreement (the
"Restructured Senior Credit Facility") with its senior lenders.
The Company has various post-closing obligations regarding
collateral and other ancillary matters in connection with the
Restructured Senior Credit Facility which it must complete by
Feb. 15, 2003.

                         *      *     *

As reported in Troubled Company Reporter's October 30, 2002
edition, Standard & Poor's withdrew its double-'C' bank
loan rating on IFCO Systems N.V.'s $178 million secured bank
credit facility, as the company is currently in the process of
restructuring the facility, which will likely result in
impairment to current holders of the facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which had been
lowered to 'D' on March 15, 2002, after IFCO failed to make its
interest payment on its 10.625% senior subordinated notes due
2010.


INFINITE GROUP: Fails to Comply with Nasdaq Listing Guidelines
--------------------------------------------------------------
Infinite Group, Inc., (NASDAQ: IMCI) received a Nasdaq Staff
Determination on January 8, 2003 indicating that the Company has
failed to comply with the requirement to hold an annual meeting
of shareholders and to solicit proxies, a requirement for
continued listing set forth in Marketplace Rules 4350(e) and
4350(g). Accordingly the Staff has determined to delist the
Company's common stock from the Nasdaq Stock Market effective
January 16, 2003.

The Company intends to appeal the Nasdaq Staff Determination
pursuant to the procedures set forth in the Nasdaq Marketplace
Rule 4800 Series. The Company's hearing request will stay the
delisting of the Company's Common Stock pending the hearing and
the Panel's decision. There can be no assurance that the Panel
will grant the Company's request for continued listing.

Infinite Group's September 30, 2002 balance sheet shows that
total current liabilities eclipsed total current assets by about
$2 million.


INSILCO TECH: Turns to FTI Consulting for Bankruptcy Advice
-----------------------------------------------------------
Insilco Technologies, Inc., and its debtor-affiliates want to
hire FTI Consulting, Inc., as their Bankruptcy Advisors in the
company's on-going chapter 11 cases.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that they need FTI to provide:

     a) assistance in the preparation of financial related
        disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     b) assistance in the preparation of financial information
        for distribution to creditors and other, including cash
        flow projections and budgets, cash receipts and
        disbursement analysis, analysis of various asset and
        liability accounts, and analysis of proposed transaction
        for which Court approval is sought;

     c) attendance at meeting and assistance in discussions with
        potential investors, banks and other secured lenders,
        the Creditors' Committee appointed in these chapter 11
        cases, the United States Trustee for the District of
        Delaware, other parties in interest and professionals
        hired by the same, as requested;

     d) analysis of creditor claims by type, entity and
        individual claim, including assistance with development
        of a database to track such claims;

     e) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers; and

     f) render such other general business consulting or such
        other assistance as the Debtors' management or counsel
        may deem necessary that are consistent with the role of
        a bankruptcy advisor and not duplicative of services
        provided by other professionals in these proceedings.

The customary hourly rates charged by FTI personnel anticipated
to be assigned to this case are:

          Senior Managing Director            $550 to $595
          Directors/Managing Directors        $370 to $525
          Associates/Consultants              $174 to $325
          Administration/Paraprofessionals    $ 85 to $140

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


INSURANCE CO. OF THE WEST: S&P Downgrades Ratings to BBpi
---------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'BBpi' from
'BBBpi' its counterparty credit and financial strength ratings
on Insurance Co. of the West (83.5%) and its qualifying inter-
affiliated pool members, The Explorer Insurance Co. (15.0%) and
Independence Casualty & Surety Co. (1.5%).

"The rating action is based on a decline in capitalization and
surplus and poor operating performance following several years
of adverse reserve development," explained credit analyst Alan
Koerber.

Headquartered in San Diego, California, the company writes
mainly workers' compensation and private passenger auto.
Business in the company's major states of operations --
California, Texas, Colorado, and Nevada -- constitutes more than
75% of its total revenue and its products are distributed
primarily through independent agents. Western Insurance
Holdings, Inc., owns Insurance Co. of the West which in turn
directly owns The Explorer Insurance Co., and Independence
Casualty & Surety Co.  ICW group is licensed in 42 states and is
a large insurance group with 2001 surplus of $162.0 million.


IT GROUP: Bags Approval to Hire Kroll Zolfo as Consultants
----------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ Kroll Zolfo Cooper LLC
as their bankruptcy consultants and special financial advisors,
nunc pro tunc to September 6, 2002.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, tells Judge Walrath that the Debtors' original financial
advisors are now a first-tier subsidiary of Kroll Inc., a
publicly traded Delaware Corporation.  On September 5, 2002, the
members of Zolfo Cooper transferred all their membership
interests in the firm to Kroll.  On the same date, 100% of the
issued and outstanding shares in Zolfo Cooper's affiliates --
Zolfo Cooper Advisors, Inc.; Zolfo Cooper Management Advisors,
Inc. and Zolfo Cooper Services, Inc. -- were transferred to
Zolfo Cooper Holdings, Inc.  In turn, 100% of Zolfo Cooper
Holdings' common stock was transferred to Kroll.

Mr. Galardi further relates that, since November 8, 2002, Zolfo
Cooper has used the name Kroll Zolfo Cooper LLC.  But in the
interim, Zolfo Cooper was authorized to do business under the
alternate name of Kroll Zolfo Cooper since September 6, 2002.

Notwithstanding the acquisition, Mr. Galardi says, Kroll Zolfo
Cooper will continue to provide the services previously provided
by Zolfo Cooper.  The firm will also follow the same
compensation arrangements previously agreed by the Debtors and
Zolfo Cooper.

Salvatore LoBiondo, Jr., of Kroll Zolfo Cooper, assures Judge
Walrath that his firm:

    (a) has no connection with the Debtors, their creditors or
        other parties-in-interest in these cases;

    (b) does not hold any interest adverse to the Debtors'
        estates; and

    (c) is a "disinterested person" as defined within Section
        101(14) of the Bankruptcy Code.

                   Kroll Acquires Zolfo Cooper

On September 5, 2002, Kroll, Inc., acquired all of the equity
interests of Zolfo Cooper, LLC and Zolfo Cooper Holdings, Inc.
and their subsidiaries.  The combined firm will be known as
Kroll Zolfo Cooper.

Together with Kroll's pre-existing corporate restructuring
business in the U.K. and Canada, Zolfo Cooper forms Kroll's
Corporate Advisory and Restructuring Group.

Zolfo Cooper has been involved, on an annual basis, in the
restructuring and refinancing of billions of dollars worth of
debt through both out-of-court and in-court proceedings.  While
Zolfo Cooper has experience in representing all the various
stakeholders involved in a reorganization process, the vast
majority of its engagements have involved representing the
debtor.  To a lesser extent, Zolfo Cooper also has represented
institutional creditors or equity stakeholders.  Some of Zolfo
Cooper's more notable engagements include Enron (Steve Cooper's
there today), Federated Department Stores, Sunbeam, Laidlaw,
Washington Group International, Polaroid, Morrison Knudsen,
Pegasus Gold, NationsRent, and ICG Communications.  In
combination with Kroll's pre-existing U.K. and Canadian based
restructuring group, Zolfo Cooper allows Kroll to offer a single
cross-border solution for large-scale, complex, transatlantic
bankruptcies and restructurings.

In a regulatory filing, Kroll discloses that it paid
$100,000,000 in cash and, on January 15, 2003, will issue
2,900,000 shares of its common stock to the former owners of
Zolfo Cooper.  In addition, Kroll will issue to them, as
contingent consideration, 625,000 additional shares of common
stock per year if Zolfo Cooper achieves operating profit levels
exceeding:

                                                  Target
           Annual Period                     Operating Profit
          -------------                      ----------------
     January 1, 2003 to December 31, 2003      $30,000,000
     January 1, 2004 to December 31, 2004      $31,000,000
     January 1, 2005 to December 31, 2005      $32,000,000
     January 1, 2006 to December 31, 2006      $33,000,000

To the extent Zolfo Cooper's operating profit exceeds the target
operating profit level for a particular year, 50% of the excess,
up to $5,000,000, may be credited to the following year's
operating profit to determine if a contingent consideration
payment should be made for that year.  Alternatively, to the
extent Zolfo Cooper's operating profit exceeds the target
operating profit for a particular year, 100% of the excess may
be credited to the previous year's operating profit to determine
if a contingent payment should have been made for that previous
year.  All of the contingent consideration is payable in full if
Kroll undergoes a change of control or if the employment of any
one of the three former principal owners of Zolfo Cooper is
terminated without "cause" or for "good reason" (as these terms
are defined in their employment agreements).  The three former
principal owners of Zolfo Cooper -- Stephen Cooper, Michael
France and Leonard LoBiondo -- also agreed, in connection with
the sale of their business, to a non-compete, subject to certain
conditions.  Kroll also granted options to purchase 600,000
shares of common stock under existing stock option plans
to the professional staff of Zolfo Cooper.  These options were
granted at an exercise price equal to the closing price of Kroll
common stock on September 5, 2002 (just over $18 per share), and
will vest over four years:

          10% on the first anniversary of the Closing Date;
          20% on the second anniversary;
          30% on the third anniversary; and
          40% on the fourth anniversary.

In connection with the acquisition, the three former principal
owners and other senior professionals of Zolfo Cooper entered
into employment agreements to serve as executives of Kroll Zolfo
Cooper following the acquisition.  The employment agreements
expire on December 31, 2006 and include customary non-compete
and non-solicitation provisions that remain in effect during the
terms of the employment agreements and for one year thereafter
or two years thereafter in the case of the three former
principal owners, unless the employee is terminated without
"cause" or for "good reason", subject to certain conditions.  
Kroll also agreed to pay an entity controlled by the three
former principal owners of Zolfo Cooper $2,000,000 per year
until December 31, 2006 for their business use of an airplane
owned by that entity.  To the extent the airplane is used in
connection with a client engagement, Kroll may be reimbursed by
the client.

Kroll's disclosure documents give the first public peek into
Zolfo's finances and internal operations:

  * Zolfo Cooper performed services for more than 50 clients in
    1999, more than 90 clients in 2000, more than 80 clients in
    2001;

  * in 1999, 2000 and 2001, 44.2%, 28.2% and 24.1%, of Zolfo
    Cooper's consolidated revenue was derived from five clients;

  * in one instance during the period from 1999 through 2001, a
    single client accounted for more than 10% of Zolfo Cooper's
    consolidated revenues for the applicable year;

  * for the year ending December 31, 2001, Zolfo generated
    $59,240,896 in revenues and showed $33,697,605 in net
    income;

  * for the six months ending June 30, 2001, Zolfo generated
    $31,794,249 in revenue and earned $19,453,594 in net income;
    and

  * Zolfo's auditors detected a high concentration of credit
    risk in the course of the 2001 audit -- Zolfo had $9,256,000
    in cash on deposit at commercial banks in excess of FDIC
    insured amounts. (IT Group Bankruptcy News, Issue No. 22;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)  


KAISER ALUMINUM: Court Okays Third DIP Financing Amendment
----------------------------------------------------------
After reviewing the merits of the case, Judge Fitzgerald
authorizes Kaiser Aluminum Corporation and its debtor-affiliates
to enter into the Third Amendment and perform their obligations
under the Third Amendment and the Postpetition Credit Agreement.  
The Debtors are also permitted to pay the related amendment fees
to the Lenders.

                         *    *    *

Pursuant to the Third Amendment to the Postpetition Credit
Agreement, the parties decided to modify the definition of the
term "Adjusted Net Earnings from Operations," which is the basis
for computing EBITDA.  The "Adjusted Net Earnings from
Operations" will now exclude certain charges in addition to
those already listed in the Postpetition Credit Agreement.  The
additional exclusions involve these charges:

  (a) Mead Charges

      The Debtors could incur certain non-cash charges in
      connection with the possible indefinite curtailment of
      operations or shutdown of Mead, Washington facility.  The
      charges include:

        (i) a non-cash impairment charge of up to $145,000,000
            associated with the fixed assets of that facility;

       (ii) accounting charges for future retiree medical,
            pension, and other benefits of up to $65,000,000.
            This represents the amounts that would be paid over
            an extended period of time -- primarily after the
            expiration of the term of the Postpetition Credit
            Agreement; and

      (iii) other accounting charges -- i.e., inventory
            writedowns, salaried work force restructuring, etc.
            -- that are non-cash or have limited cash impacts
            during the term of the Postpetition Credit
            Agreement of up to $20,000,000; provided:

            * the aggregate amount of the charges that may be
              excluded will not exceed $230,000,000; and

            * the aggregate amount of cash charges allocated by
              the Debtors in good faith to the Mead Charges
              will not exceed $10,000,000.

  (b) Non-Cash LIFO Inventory Valuation Charges

      The Debtors recorded a $1,600,000 LIFO charge to the
      EBITDA in the quarter ending June 30, 2002, primarily
      resulting from the exit of the lid and tab stock and
      brazing sheet product lines at the Trentwood facility.
      The Debtors also recorded additional non-cash inventory
      charges totaling $3,000,000 in the quarter ended
      September 30, 2002, as a result of inventory reductions.  
      Additional inventory reductions could occur in the future
      as a result of ongoing efforts to improve asset efficiency
      and other initiatives.  But while those inventory
      reductions would generate positive cash flow, they would
      also trigger additional LIFO charges.  Under the Third
      Amendment, up to $20,000,000 in Non-Cash LIFO Inventory
      charges will be excluded.

  (c) Permitted Asset Disposition of Kaiser Center Assets

      The Debtors are planning to sell their interests in
      the Kaiser Center -- a leased office building complex
      located in Oakland, California.  The likely proceeds from
      this transaction may be less than the carrying value of
      related assets, possibly resulting in a non-cash charge
      similar to depreciation.  Given that, any resulting non-
      cash charges not exceeding $25,000,000 would be excluded.

  (d) Settlement Charges Related to the Kaiser Retirement Plan
      and Other Restructuring Charges

      During the first six months of 2002, the Debtors recorded
      $12,000,000 in non-cash charges for additional pension
      expenses because lump-sum payments from the assets of the
      Debtors' salaried employee pension plan exceeded a
      stipulated level provided for by GAAP.  But to the extent
      that additional retirements occur and lump-sum payment
      options are exercised under the salaried employees pension
      plan, the resulting additional non-cash charges to
      earnings would not be determined until year-end 2002.  The
      Debtors also will continue to incur restructuring charges
      under the GAAP for other early retirement costs as they
      continue their efforts to reduce their cost structure.  In
      order to account for all of these charges, the exclusion
      of these charges from the EBITDA will be increased from
      from $10,000,000 to $30,000,000.

                         EBITDA Covenant

Based on a revised forecast, the Third Amendment will reduce the
minimum EBITDA requirements under the Postpetition Credit
Agreement to more appropriately reflect the Debtors' possible
financial results based on the Debtors' assumptions of key
market factors at the time of the Third Amendment:

  -- The Debtors covenant with the DIP Lenders to maintain, on a
     consolidated basis, minimum EBITDA (defined as Adjusted
     Net Earnings from Operations plus interest plus taxes plus
     $30,000,000) of:

                                              Minimum
             Testing Period                   EBITDA
             --------------                   -------
       Petition Date to 06/30/02           ($45,000,000)
       Petition Date to 09/30/02            (48,000,000)
       Petition Date to 12/31/02            (82,000,000)
       4 Fiscal Quarters ending 03/31/03    (98,000,000)
       4 Fiscal Quarters ending 06/30/03    (86,000,000)
       4 Fiscal Quarters ending 09/30/03    (45,000,000)
       4 Fiscal Quarters ending 12/31/03     10,000,000

  -- If at any time during any month for a period of 3
     consecutive Business Days:

       (i) the Revolving Credit Outstanding exceeds
           $100,000,000; or

      (ii) the Revolving Commitment Availability is less than
           $75,000,000,

     EBITDA testing will occur on a monthly basis and, to avoid
     triggering a default, the consolidated EBITDA on the last
     day of each period must be no less than:

                                              Minimum
             Testing Period                   EBITDA
             --------------                   -------
       Petition Date to 06/30/02           ($45,000,000)
       Petition Date to 07/31/02            (48,000,000)
       Petition Date to 08/30/02            (48,000,000)
       Petition Date to 09/30/02            (48,000,000)
       Petition Date to 10/31/02            (82,000,000)
       Petition Date to 11/30/02            (82,000,000)
       Petition Date to 12/31/02            (82,000,000)
       Petition Date to 01/31/03            (98,000,000)
       Petition Date to 02/28/03            (98,000,000)
       12 months ending 03/31/03            (98,000,000)
       12 months ending 04/30/03            (94,000,000)
       12 months ending 05/31/03            (90,000,000)
       12 months ending 06/30/03            (86,000,000)
       12 months ending 07/31/03            (72,000,000)
       12 months ending 08/31/03            (58,000,000)
       12 months ending 09/30/03            (45,000,000)
       12 months ending 10/31/03            (27,000,000)
       12 months ending 11/30/03             (9,000,000)
       12 months ending 12/31/03             10,000,000
       12 months ending 01/31/04             10,000,000
       12 months ending 02/28/04             10,000,000

                        Other Modifications

Other modifications to the Postpetition Credit Agreement are:

  (1) Amendments to allow the possible sale of certain of the
      Debtors' non-core or non-operating assets, including the
      Kaiser Center Assets, the fabricated products plant in
      Oxnard, California, and certain property used in
      connection with the Debtors' primary aluminum smelter in
      Tacoma, Washington.  A portion of the proceeds from the
      sale of these non-core assets will:

        (i) be applied to the outstanding indebtedness, if any,
            owed under the Postpetition Credit Agreement,;

       (ii) reduce the "PPE Subcomponent" of the Borrowing Base
            on a permanent basis by 50% of the Net Disposition
            Proceeds in:

              * the case of the Kaiser Center Assets;

              * excess of $20,000,000 in the case of the smelter
                assets located in Tacoma, Washington; and

              * excess of $10,000,000 in the case of the
                fabricated products plant located in Oxnard,
                California;

  (2) An increase in the basket for other permitted Asset
      Dispositions in the fiscal year 2002 from $25,000,000 to
      $30,000,000;

  (3) An expansion of the definition of the term "Eligible
      Account" to include in the Borrowing Base the accounts of
      certain other credit-worthy account debtors;

  (4) The requirements for the Letters of Credit will be
      modified to provide that, to the extent any Letters of
      Credit are outstanding on the final maturity date of the
      Postpetition Credit Agreement -- or any earlier date on
      which the commitments are terminated -- the Debtors will,
      on or before that date:

        (i) pay to the Agent in cash for the deposit in the L/C
            Collateral Account an amount equal to the aggregate
            Letter of Credit Outstanding; or

       (ii) provide to the Agent one or more letters of credit
            from an issuer satisfactory to the Agent in an
            aggregate amount equal to the Letter of Credit
            Outstanding;

  (5) A stipulation to provide that the decision issued in May
      2002 against Kaiser by an Administrative Law Judge in
      respect of certain allegations of unfair labor practices
      will not be deemed to have a Materially Adverse Effect on
      the Debtors.  That decision will not cause the Debtors to
      default on the Postpetition Credit Agreement as long as:

        (i) the decision is subject to appeal -- where it
            currently is; and

       (ii) the Debtors will not pay any amounts with respect to
            the decision during the term of the Postpetition
            Credit Agreement;

      The decision issued by the Administrative Law Judge
      relates to a lockout that took place at certain of the
      Debtors' plants in September 2000;

  (6) The Lenders will allow the Debtors to:

        (i) incur contingent liabilities in connection with the
            proposed draw down of existing debenture financing
            and the entry into a new series of debenture
            financing by Queensland Alumina Limited, an
            Australian affiliate of Debtors Kaiser Aluminum &
            Chemical Corporation and Kaiser Alumina Australia
            Corporation; and

       (ii) make cash investments in QAL, so long as the
            aggregate amount of the contingent liabilities and
            cash investments incurred or made in the 2002 and
            2003 fiscal years does not exceed $87,000,000; and

  (7) The Third Amendment include technical modifications and
      corrections to:

        (i) certain Exhibits and Schedules attached to the
            Postpetition Credit Agreement, including the
            addition of a new Exhibit describing the Kaiser
            Center Assets to be sold;

       (ii) the Disclosure Schedule attached to the Postpetition
            Credit Agreement; and

      (iii) the Security Agreement.

The proposed Third Amendment to the DIP Credit Agreement
identifies other members of the present lending consortium:

* General Electric Capital Corporation, as Documentation Agent;
* Foothill Capital Corporation, as Co-Syndication Agent;
* The CIT Group/Business Credit, Inc., as Co-Syndication Agent;
* Merrill Lynch Business Financial Services Inc.;
* PNC Bank, N.A.;
* GMAC Business Credit, LLC; and
* The Provident Bank
(Kaiser Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Court to Hear on J.W. Mitchell's Complaint on Jan 28
----------------------------------------------------------------
In August 2001, J.W. Mitchell Investment and Kmart Corporation
and its debtor-affiliates entered into a J.W. Mitchell
Investment Standard Industrial/Commercial Single-Tenant Lease-
Net for the lease of a parcel of real property located at 3100
Milliken Avenue in Mira Loma, California and a 759,260-square
foot tilt-up building on the property. Pursuant to the
agreement, the Debtors leased both real property and building
for a period of 15 years.  Subsequently, Mitchell Investments
assigned its right, title and interest in the property and the
building to J.W. Mitchell Company.

The Debtors continued to occupy the premises as of the Petition
Date.  However, the Debtors defaulted under the terms of the
Lease.  Whitman Brisky, Esq., at Lindenbaum, Coffman, Kurlander,
Brisky & Grippo, Ltd., in Chicago, Illinois, reports that the
Debtors have failed to pay $150,000 in charges due under the
Lease, including property taxes, management fees, and other
costs.  The Debtors were also obligated to timely pay for all
work performed on the premises at their direction, and to
maintain the premises free and clear of all liens and
encumbrances.  However, before the Petition Date, the Debtors
breached this covenant by failing to pay a tenant improvement
work done by Interlake Material Handling.  As a consequence,
Interlake recorded a mechanic's lien against the premises, and
filed a collection action against J.W. Mitchell before the
California Superior Court, seeking over $700,000 in damages.  
Mr. Brisky also alleges that, since the Petition Date, the
Debtors also failed and refused to pay $55,160 in postpetition
management fees and legal fees that accrued under the Lease.  
Mr. Brisky contends that the postpetition fees are due and
payable pursuant to Section 365(d)(3) of the Bankruptcy Code.

After the Petition Date, the Debtors asked J.W. Mitchell to
consent to certain renovations on the premises.  The Debtors
intend to:

    1. pave the south portion of the property, which would cost
       $500,000;

    2. remove all of the existing lighting fixtures in the
       premises, which have a value of $1,000,000; and

    3. replace the removed fixtures with lighting fixtures worth
       $400,000.

Under the Lease, the Debtors are prohibited from performing
either the Paving Work or the Lighting Work without J.W.
Mitchell's prior written consent.

In an August 1, 2002 Letter, J.W. Mitchell explained to the
Debtors that the request imposed significant risks because:

  (a) J.W. Mitchell is already defending itself against the
      Interlake Action.  If the Debtors commence the Paving and
      Lighting Work and again default on their obligations to
      pay the work, J.W. Mitchell could be subjected to two
      additional mechanics' lien actions; and

  (b) The Debtors are proposing to remove the valuable fixtures
      and replace them with lighting fixtures worth less than
      their value.  Although the Debtors would be obligated to
      restore this fixture to its original condition at the end
      of the term of the Lease, pursuant to the restoration
      covenant under the Lease, this obligation has no legal
      effect until the Debtors assume the Lease.  Therefore, to
      allow the Debtors to remove $500,000 of value from the
      premises without the assurance of future restoration would
      impose substantial additional risks on J.W. Mitchell.

Nonetheless, J.W. Mitchell will consent to the Paving and
Lighting Work on the condition that the Debtors:

   (i) assume the Lease;

  (ii) obtain the issuance of a $1,000,000 letter of credit in
       J.W. Mitchell's favor to secure the payment of the claims
       of contractors; and

(iii) cure all postpetition obligations due under the Lease.

But the Debtors failed and refused to comply with the
conditions. Yet, the Debtors began to move forward with the
Paving Work by depositing tons of unsuitable fill on the
property.  The Debtors also authorized contractors to enter the
property and initiate the Paving Work.

Mr. Brisky notes that the area where the unauthorized Paving
Work is proceeding is subject to an easement in favor of
Southern California Edison.  Hence, any grading within the area
subject to the easement is further subject to a grading
agreement between J.W. Mitchell and SCE.  Mr. Brisky tells the
Court that the Grading Agreement imposes a number of
restrictions and conditions on any grading within the easement
area, and in particular prohibits the use of fill material
having a diameter in excess of six inches.  The fill that the
Debtors use is larger than what is authorized in the Grading
Agreement.

Mr. Brisky asserts that the Debtors' unauthorized initiation of
the Grading Work and the use of unauthorized fill materials in
this project is causing, and will continue to cause, damage and
harm to J.W. Mitchell.  The Debtors' act imposes potential
liability for the contractor work on J.W. Mitchell and generates
liability under the terms of the Grading Agreement.  The work
also imposes remediation liability on J.W. Mitchell under the
Grading Agreement.

Accordingly, J.W. Mitchell asks Judge Sonderby to:

  -- issue a permanent injunction barring the Debtors from
     moving forward with the Paving Work and the Lighting Work
     without J.W. Mitchell's consent or further Court order;

  -- direct the Debtors to restore the property to the condition
     that it was in before the initiation of the Paving Work;

  -- declare that the Debtors may not proceed with the Paving
     Work or the Lighting Work without J.W. Mitchell's consent;

  -- declare that the conditions to granting the work consent
     set forth in the August 1, 2002 Letter and J.W. Mitchell's
     refusal to consent are reasonable;

  -- declare that the Postpetition Obligations are due and
     payable and must be timely paid; and

  -- award it administrative priority damage claim.

Pending a final determination from the Court regarding the
complaint, J.W. Mitchell also asks Judge Sonderby to issue a
temporary restraining order against the Debtors, barring and
restraining them from proceeding with the Paving Work and
directing them to remove all the fill materials placed on the
property.

                         *     *     *

After hearing the oral arguments from both parties, Judge
Sonderby denies J.W. Mitchell's request for a temporary
restraining order and preliminary injunction against the
Debtors. A hearing on the complaint is scheduled on January 28,
2003 at 0:00 a.m. (Kmart Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


KULICKE & SOFFA: Appoints Barry Waite to Board of Directors
-----------------------------------------------------------
Kulicke & Soffa Industries, Inc., (Nasdaq:KLIC) said that
semiconductor industry veteran, Barry Waite is joining its Board
of Directors, and will be nominated for election by the
shareholders at the company's Annual Meeting on February 11,
2003.

Mr. Waite brings executive level leadership experience to
Kulicke and Soffa as the retired Chief Executive Officer of
Chartered Semiconductor. Chartered is one of the top three
silicon foundries in the world, operating five wafer fabs at its
Singapore headquarters with a sixth wafer fab being developed as
a 300 mm facility.

"Barry will add a unique vantage point to the K&S executive team
as he brings his semiconductor wafer fab experience from
Chartered as well as his multi-faceted roles at Motorola. His
background at these companies as a customer of semiconductor
production equipment is clearly relevant for our strategic
planning and positioning of K&S," said Scott Kulicke, chairman
and chief executive officer of Kulicke and Soffa. "I am pleased
to make this announcement, since Barry will be a welcome
addition to our board."

Prior to joining Chartered Semiconductor, Mr. Waite had been
with Motorola's Semiconductor Products Sector, from 1982 to
1998, most recently as Senior Vice President and General
Manager- Europe, Middle East, and Africa. Mr. Waite started his
semiconductor career at Texas Instruments from 1970 to 1982.
From 1980 to 1982, he was the General Manager- Digital Circuit
Business.

He holds a bachelor of arts degree from Sheffield University.

Kulicke & Soffa is the world's leading supplier of semiconductor
assembly and test interconnect equipment, materials and
technology. Assembly solutions combine wire bonding equipment
with bonding wire and capillaries.

Test interconnect solutions include standard and vertical probe
cards; ATE interface assemblies and ATE boards for wafer
testing; and test sockets and contactors for all types of
packages. Kulicke & Soffa's Web site address is
http://www.kns.com

Kulicke & Soffa's 5.25% bonds due 2006 are currently trading at
about 59 cents-on-the-dollar.


LAIDLAW INC: Expects to Emerge from Chapter 11 by March 31
----------------------------------------------------------
Laidlaw Inc., released its audited results for the year ended
August 31, 2002. The operating results contained in these
statements are unchanged from the unaudited results previously
announced on December 19, 2002.

                    Consolidated Revenue

Consolidated revenue from the Company's Contract Bus Services,
Greyhound and Healthcare Services for the year ended August 31,
2002 was $4.43 billion, a marginal growth on the $4.42 billion
reported in 2001.

                          Earnings

The Company reported a net loss for the year ended August 31,
2002 of $124.4 million or $0.38 per share after a goodwill
impairment charge of $194.7 million (2001 - $1,105.1 million).
This compares to a net loss of $598.9 million or $1.84 per share
in 2001.

Consolidated earnings before interest, taxes, depreciation and
amortization (EBITDA) and before goodwill impairment charges
were $421.0 million for the year ended August 31, 2002 compared
with $383.4 million for fiscal 2001.

As previously disclosed on December 19, 2002, the Company filed
a Second Amended Joint Plan of Reorganization with the United
States Bankruptcy Court on September 24, 2002. The projected
consolidated statements of operations contained in the plan
anticipated EBITDA of $500 million for fiscal 2002. However, a
subsequent review of the actuarial cost projections for current-
year and maturing prior-year accident claims indicated a
negative trend in settlement amounts. Accordingly, the Company
increased its reserve estimates, primarily relating to prior
year incidents, resulting in an additional charge to earnings of
$60 million. "In addition to this increased provision, a number
of other smaller items came to light in the course of conducting
the year-end review of our operations" said Kevin Benson,
President and Chief Executive Officer. "We felt it was prudent
to provide for these losses and we believe that these will not
be repeated in subsequent years".

There was no income from discontinued operations in fiscal 2002
as the Company's healthcare operations were reinstated as
continuing operations in fiscal 2001. In addition the Company's
investment in Safety-Kleen Corp., which had filed voluntarily
petitions for Chapter 11 relief in the United States Bankruptcy
Court for the District of Delaware on June 9, 2000, was
abandoned abandoned in fiscal 2002 and has now been shown as a
discontinued operation.

The company expects to shortly file a Third Amended Joint Plan
of Reorganization. The amended filing will include projected
consolidated statements of operations reflecting our latest
EBITDA estimates for 2003 of approximately $500 million before
restructuring charges, and contemplates the effective date of
the reorganization to be March 31, 2003.

"In prior years, the Company has prepared its financial
statements according to Canadian GAAP and included a note
reconciling differences to US GAAP requirements," said Benson.
"However, our commitment to apply for a listing on the New York
Stock Exchange in connection with our emergence from chapter 11
necessitates the preparation of full US GAAP financial
statements as at August 31, 2002. This has complicated and
delayed the finalization of the statements, particularly in
light of the many reporting requirement changes underway under
US GAAP. I am pleased to have the statements completed and
anticipate completing our reorganization process by the end of
March this year. In particular, I look forward to being able to
focus our energies on the real opportunities of growing our
revenue and earnings."

                  Resolution of PBGC Issues

The Company has been in discussion with the Pension Benefit
Guaranty Corporation, a United States government corporation
that administers the mandatory termination insurance program for
defined benefit pension plans under the Employee Retirement
Income Security Act. These discussions centred on the claims
asserted by the PBGC against the Company in the U.S. bankruptcy
proceedings regarding funding of the Greyhound U.S. Plans. As
previously announced, the Company and the PBGC have orally
agreed to resolve the claims of the PBGC, subject to negotiation
and execution of a definitive agreement. The terms of this
agreement, in essence, provide for the Company to contribute an
aggregate amount of $150 million to such Greyhound U.S. Plans,
in excess of minimum contributions. This amount will be
contributed as follows:

- $50 million in cash on exit from bankruptcy protection;

- $50 million in cash in June 2004;

- $50 million from the sale of Laidlaw Stock placed in trust
  upon exit from bankruptcy and sold over the period to
  December 30, 2004.

Laidlaw Inc., is a holding company for North America's largest
providers of school and intercity bus transportation, public
transit, patient transportation and emergency management
services.

Laidlaw Inc.'s August 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $1.1 billion.


LINGTEC CONSTRUCTORS: Case Summary & 8 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: LINGTEC Constructors L.P.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-10106

Type of Business: The Debtor's business is the construction
                  of the Dabhol Power Plant and LNG Facility in
                  Dabhol, India. Lingtec is an affiliate of
                  Enron Corp.

Chapter 11 Petition Date: January 9, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                        - and -
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $112,453,1771

Total Debts: $129,403,4162

Debtor's 8 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Besix-Kier Dabhol S.A.      Trade Debt             $11,909,940
1080 BLVD louis Mettewis
74-76
Bruxelles, Belgique
(P) 32 (0) 2 412631
(F) 32 (0) 2 4126376

Skanska Cementation         Trade Debt              $6,300,909
International Limited
Site Office
Dabhol LNG Terminal
Phase II
Taluka; Guhagar Dist.
Ratnagiri 415 703

PricewaterhouseCoopers      Trade Debt                $126,813
Services Pvt. Ltd.

Great Lakes Dredge & Dock   Trade Debt                 $80,961
Company

Site Management Services    Trade Debt                 $46,837
Intl. Inc.

Chase Manhattan Letter      Trade Debt                 $38,520
of Credit Department

DMJM+HARRIS, Inc.           Trade Debt                 $18,568

SolidState Controls, Inc.   Trade Debt                  $4,134


LUCENT TECH.: StockPickReport Gives 'Outperform' Stock Rating
-------------------------------------------------------------
StockPickReport.Com (IARD#119079 -
http://www.stockpickreport.com/?src=bw) makes this stock  
evaluation for the short term:

          Lucent Technologies (NYSE:LU) - Outperform           
             http://www.stockpickreport.com/?src=lu

What This Rating Means:

StockPickReport.Com ranks stocks with a proprietary unbiased
system of technical analysis. These ratings do not indicate a
"long term" view of any company listed. These are ratings that
reflect our opinion of a stock's PRICE movement versus the SP
500 over the short term. These ratings may change based on daily
market conditions.

StockPickReport.Com is a stock research firm. Its daily
commentary has regular, worldwide distribution. They are
Registered Investment Advisors.
    
Lucent Technologies' 7.70% bonds due 2010 (LU10USR1) are trading
at about 32 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for  
real-time bond pricing.


MATTRESS DISCOUNTERS: Plan Confirmation Hearing Set for March 3
---------------------------------------------------------------
Mattress Discounters Corporation announced that the United
States Bankruptcy Court for the District of Maryland had
approved the Company's Disclosure Statement relating to its
First Amended Joint Plan of Reorganization, keeping the
Company's "fast-track" voluntary Chapter 11 reorganization on
schedule.

A hearing to confirm the Plan of Reorganization has been
scheduled for March 3, 2003, and, if confirmed, will put in
motion a timeline for one of the nation's largest specialty
mattress retailers to emerge from Chapter 11 protection as early
as March 2003, only five months after the initial filing.

The Official Committee of Unsecured Creditors is a co-proponent
of the Plan of Reorganization and, along with the Company, will
be soliciting the remaining creditors to support the Plan. Under
a Settlement Agreement that was approved by the Bankruptcy Court
in November 2002, unsecured creditors holding in excess of 60%
of the estimated unsecured claims have agreed to vote in favor
of the Plan. In addition, the Company's prepetition secured
lenders have also agreed to vote in favor of the Plan.

"We have returned to our most profitable roots in the North East
and Mid- Atlantic states and, after exiting our loss-making and
least profitable markets elsewhere in the country and reducing
our corporate costs, we are on- track to emerge from Chapter 11
in March. Our efforts will ensure that we emerge from Chapter 11
protection as a very efficient specialty retailer with an
appropriate capital structure," said Steve Newton, Mattress
Discounters' president and chief executive officer. "The support
of our associates and customers, along with the help of our
creditors and our lenders, lessors and vendors, has allowed us
to use the Chapter 11 process to lay the groundwork for our
future success."

The Company will be sending the Disclosure Statement, Plan of
Reorganization, ballots and other voting materials to all
creditors within the week.

"As the pioneer of the specialty sleep shop and in our 25th
anniversary year, we are delighted to commence 2003 with such a
positive step towards our emergence," said Newton. "This puts us
in a superb position to take advantage of our strengths and to
manage our growth carefully over the coming year."

Mattress Discounters is headquartered in Upper Marlboro,
Maryland, employing 540 people. With 25 years in business and
more than 100 company- owned stores, they are one of the largest
and most experienced specialty mattress retailers in the USA.


MICRON TECH.: StockPickReport Gives "Outperform' Stock Rating
-------------------------------------------------------------
StockPickReport.Com (IARD#119079 -
http://www.stockpickreport.com/?src=bw) makes this stock  
evaluation for the short term:

          Micron Technology Inc (NYSE:MU) - Outperform                
            http://www.stockpickreport.com/?src=mu

What This Rating Means:

StockPickReport.Com ranks stocks with a proprietary unbiased
system of technical analysis. These ratings do not indicate a
"long term" view of any company listed. These are ratings that
reflect our opinion of a stock's PRICE movement versus the SP
500 over the short term. These ratings may change based on daily
market conditions.

StockPickReport.Com is a stock research firm. Its daily
commentary has regular, worldwide distribution. They are
Registered Investment Advisors.
    
As reported in Troubled Company Reporter's December 20, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Micron Technology Inc., to 'B+' from 'BB-'. The action
reflects profitability pressures in the semiconductor memory
industry and expectations that market conditions are likely to
remain challenging over the intermediate term.

Micron, based in Boise, Idaho, had about $601 million of debt
and capitalized leases at November 30, 2002. The outlook is
stable.

In the highly volatile semiconductor memory market, Micron is
the second-largest supplier of "dynamic random access memory"
chips in the world and has conservative financial policies.
Micron is expected to retain its strong position in the industry
through the course of the business cycle.


MIRANT CORP: Outlines Key Elements of Company's Strategic Plan
--------------------------------------------------------------
In an analysts' conference call held Friday, the executive
management of Mirant (NYSE: MIR) discussed key elements of its
strategic plan that it believes will enable Mirant to manage
through the current downturn in the wholesale power industry and
strengthen the company's long-term viability.

"Mirant intends to remain a leader in the markets it serves and
increase value for its many stakeholders," said Marce Fuller,
president and chief executive officer, Mirant. "As such, our
strategic plan focuses on two priorities. First, maximize
opportunity in well-functioning, regional markets where we have
a critical mass of assets, people and customers. Second,
continue to enhance our liquidity position."

                    Maximizing North American
               and International Market Opportunity

Mirant will focus on markets with the following characteristics:
sizeable Mirant presence, proper market structure, fair rules
for all participants, regulatory and public support, a favorable
power supply/demand outlook and sufficient market liquidity.

U.S. regional markets best matching these criteria are the
Northeast where Mirant owns 3,100 megawatts, the Mid-Atlantic
(over 5,000 megawatts) and the Midwest (1,400 megawatts) -- a
market that is becoming more closely tied to the Mid-Atlantic.
In these areas, Mirant's presence is substantial and its
facilities are located near major metropolitan centers with
growing power needs.

Mirant's perspectives on other North American markets:

     * Mirant continues to see opportunity in the Western region
(3,000 megawatts) and anticipates adding 650 megawatts in Nevada
and Oregon during 2003. While the company also forecasts a
growing need for power in Northern California, it plans to
restrict capital commitments in the state until a more rational
market structure develops.

     * Mirant intends to reduce its presence in the Southeast
and Texas markets over time.

     * Canada remains important to Mirant since it provides
natural gas for the company's Western and Mid-Western asset
base; however, the company will scale back its current level of
involvement in that market.

Internationally, Mirant has exited, or plans to exit, Germany,
the U.K., Italy, Norway, Korea, Australia, China, Guam and
Brazil. The company intends to continue operations in the
Philippines, where it owns 2,400 megawatts, and the Caribbean
(1,100 megawatts). The company's stable franchises in these
locations provide approximately $200 million in net income on a
combined annual basis. Additionally, strong regulatory and
customer support for Mirant's participation in these markets
provides important stability.

In the fourth quarter 2002, Mirant expects to record an after-
tax gain of approximately $75 million from its previously
announced sale of Shajiao C in China, before taking into account
an after-tax loss of approximately $35 million from the
termination of interest rate swaps related to Mirant's Asia
holding company debt. As previously disclosed, Mirant repaid
$254 million in debt at its Asia holding company through
proceeds from the Shajiao C sale. This action also removed a
dividend block from its Philippine businesses.

Mirant reports that on December 30, 2002, it sold its economic
interest in CEMIG (Brazil) for a nominal amount. This sale will
result in a fourth- quarter write-off of previously disclosed,
deferred currency losses of approximately $84 million after tax.

                    Enhancing Liquidity

Mirant achieved year-end liquidity of $1.4 billion and notes
that nearly all of this amount is in cash. The company is
targeting the following measures to enhance its liquidity
position:

* Selling Non-Strategic Assets

     -- Anticipates additional sales of at least $300 million in
        2003.

     -- Announced or sold $2 billion in net proceeds from asset
        sales in 2002 after repayment of $800 million in debt.

* Reducing Capital Expenditures

     -- Lowering 2003 capital expenditures to $570 million,
        which includes approximately $270 million in turbine
        cancellation costs and approximately $20 million in
        capitalized interest.

     -- Capital expenditures were approximately $1.8 billion in
        2002 and $1.8 billion in 2001.

* Lowering Collateral

     -- Targeting a 50 percent reduction in gas volumes by the
        end of 2003; gas volumes are currently 13 billion cubic
        feet per day.

     -- In reaching this target, collateral for trading and
        marketing should be reduced to $400 million to $500
        million by year-end, a reduction of approximately $300
        million to $400 million from current levels.

     -- Removed $700 million in potential ratings triggers      
        during 2002.

* Cutting Operating Costs

     -- Moving aggressively to eliminate an additional $125
        million in annualized operating costs. Combined with a
        reduction in annualized costs of $150 million in 2002,
        the company expects to realize a total annualized cost
        reduction of $275 million by the end of 2003.

     -- Restructured and reduced the company's global workforce
        in 2002, eliminating 800 positions and reducing levels
        of management.

"It's obvious that we still face many challenges. But we
continue to make excellent progress toward achieving the
priorities of our strategic plan," said Fuller. "I remain
convinced that our ongoing efforts will enable Mirant to thrive
in the future."

The company intends to provide a more comprehensive financial
outlook in its fourth quarter earnings release in late February.

               Analysts' Conference Call Replay

A recording of Friday's analysts' conference call is available
for replay until Jan. 24, at http://www.mirant.com To listen to  
the call, you will need: * RealPlayer, available at
http://www.real.com or * Windows Real Media, available at  
http://www.windows.com  

Mirant Corp.'s 5.75% bonds due 2007 are currently trading at
about 43 cents-on-the-dollar.


MOTOROLA INC: Will Publish Fourth Quarter Results on January 21
---------------------------------------------------------------
Motorola, Inc., (NYSE: MOT) plans to release its fourth-quarter
and full-year results at approximately 4:30 p.m. Central Time on
Tuesday, January 21, 2003.  The full text of the press release
will be available on Motorola's Web site at:
http://www.motorola.com/mediacenter

On January 22nd, Motorola plans to hold its conference call with
financial analysts.  The conference call is scheduled to begin
at 7:00 a.m. Central Time.  A live Webcast of the conference
call and subsequent replays (approximately two hours after the
completion of the call) will be also available on Motorola's
Investor Relations Web site at:
http://www.motorola.com/investors

Members of the media are again invited to listen to the live
conference. Questions, however, will be taken only from members
of the investment community.

Motorola, Inc., (NYSE: MOT) is a global leader in providing
integrated communications and embedded electronic solutions.  
Sales in 2001 were $30 billion.  For more information, please
visit: http://www.motorola.com

Motorola Inc.'s 5.220% bonds due 2097 are currently trading at
about 65 cents-on-the-dollar.


NATIONAL CENTURY: Wants OK to Tap Ruscilli as Real Estate Broker
----------------------------------------------------------------
Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that a portion of the office complex
owned by Debtor Memorial Drive Office Complex, in Dublin, Ohio,
is being used as the Debtors' headquarters.  With National
Century Financial Enterprises, Inc., and its debtor-affiliates'
consolidation and downsizing of operations, they no longer have
a need for a substantial portion of the existing space at their
headquarters.  Accordingly, the Debtors wish to sell this
surplus space in connection with their consolidating operations.

In light of the planned sale, the Debtors seek the Court's
authority to employ Ruscilli Real Estate Services, Inc. as real
estate brokers to sell MDOC's interest in certain of the office
complex buildings in Ohio, pursuant to Section 327 of the
Bankruptcy Code, nunc pro tunc to December 10, 2002.

Mr. Oellermann informs Judge Calhoun that the Debtors and
Ruscilli entered into an engagement letter with respect to the
sale of the Memorial Drive Properties as of December 10, 2002
wherein Ruscilli would be retained to sell six buildings in the
office complex, including:

    -- Building #2 (6035 Memorial Drive),
    -- Building #3 (6051 Memorial Drive),
    -- Building #4 (6075 Memorial Drive),
    -- Building #6 (6015 Memorial Drive),
    -- Building #8 (6179-3189 Memorial Drive), and
    -- Building #9 (6135 Memorial Drive and 3155 Memorial
       Drive).

Mr. Oellermann contends that Ruscilli is well qualified to
assist the Debtors with the sale of the Memorial Drive
Properties. Ruscilli is one of Ohio's largest full service third
party commercial brokerage firms.  Ruscilli has successfully
leased and sold millions of square feet of industrial, retail
and office space in central Ohio.  In addition, Ruscilli's
client base includes many office users, so Ruscilli is
intimately familiar with properties like the Memorial Drive
Properties, their value and likely purchasers.  Mr. Oellermann
adds that Ruscilli has extensive familiarity with the office
real estate market in the northwest Columbus metropolitan area
and thus has the necessary expertise to assist the Debtors in
marketing the properties for sale.

Ruscilli will assist the Debtors in all aspects of the marketing
and sale of the Memorial Drive Properties.  Ruscilli has already
added the Memorial Drive Properties to its website's list of
properties for sale and has been actively negotiating with
potential purchasers.

In fact, due to Ruscilli's efforts, Mr. Oellermann relates,
there are parties already are in contract to purchase four of
the Memorial Drive Properties.  Pursuant to the Engagement
Letter, Ruscilli will have the exclusive right to sell the
properties through December 31, 2003.

Under the Engagement Letter, Mr. Oellermann tells the Court,
Ruscilli will receive a 6% commission of the sale price of any
of the Memorial Drive Properties in cash at closing, with the
exceptions that:

    (a) Should RJ Boll Realty acting as buyer enter into a
        purchase contract and close on any of the properties
        within 30 days after the effective date of Ruscilli's
        engagement, Ruscilli will receive a 3% real estate
        commission, in cash at closing, and

    (b) Should Meeder Financial, Purcell & Scoot or Dr. Fanning,
        which are all current tenants of the Memorial Drive
        Properties, enter into a purchase contract and close on
        one or more of the properties within 90 days after
        the effective date of Ruscilli's engagement, Ruscilli
        will earn a 4% commission.

According to Timothy D. Kelton, President of Ruscilli Real
Estate Services, Ruscilli has no connection with the Debtors,
their creditors, the U.S. Trustee or any other party with an
actual interest in these Chapter 11 cases or their attorneys,
except:

    (a) Ruscilli has in the past listed and sold property for
        Huntington National Bank, one of the lenders under the
        Debtors' prepetition credit facility and is the
        financial institution where the Debtors maintain many of
        the bank accounts in their cash management system.  
        Ruscilli currently does not list any property for
        Huntington National Bank;

    (b) Ruscilli currently lists warehouse space in Grive City,
        Ohio for Metropolitan Life Insurance Company, one of the
        Debtors' noteholders;

    (c) Ruscilli has in the past listed and sold property for
        Provident Bank, one of the lenders under the Debtors'
        prepetition credit facility.  Ruscilli currently does
        not list any property for Provident Bank;

    (d) An affiliate of Ruscilli, Ruscilli Construction Company,
        employs Deloitte & Touche LLP, which audited the
        Debtors' financials prior to the Petition Date, to audit
        its financial books.  In the past, Ruscilli also has
        utilized Deloitte & Touche LLP for certain accounting
        services;

    (e) Ruscilli has in the past used Bricker & Eckler LLP,
        which has been retained as special litigation counsel
        for the Debtors in these cases, for various legal
        services;

    (f) Ruscilli previously has retained Squire Sanders &
        Dempsey LLP, which represents Bank One, N.A. in its role
        as indenture trustee for the notes issued by NPF XII,
        for various legal services;

    (g) Ruscilli represented Hand-in-Hand, a Dublin-based
        pediatric group, as a buyer representative in an
        unsuccessful search for office space.  Ruscilli
        terminated the representation of Hand-in-Hand on
        February 18, 2002. Hand-in-Hand has signed a contract
        with MDOC for one of the Memorial Drive Properties.  
        Another real estate firm represents Hand-in Hand in that
        transaction; and

    (h) Meeder Financial, which is looking for office space in
        the Dublin are and is a lessee of space in one of the
        Memorial Drive Properties, has retained Ruscilli to list
        a property that it owns.  Ruscilli will not represent
        Meeder Financial in any matter relating to the Debtors
        or these Chapter 11 cases.

Because the Debtors are a large enterprise, Ruscilli is unable
to ascertain that every client representation has been
disclosed. Thus, Ruscilli will file a supplemental disclosure
with the Court if they discover any additional information.  
Accordingly, the Debtors believe that Ruscilli is a
"disinterested person" as defined by Section 101(14) and Section
327(e).

Pursuant to Section 328(a) of the Bankruptcy Code, the Debtors
also ask the Court to approve the payment of commissions and
expenses.  The Fee Structure appropriately reflects the nature
of services to be provided by Ruscilli and the fee structures
typically utilized by Ruscilli and other real estate brokers.

The Debtors believe that the Fee Structure is fair and
reasonable.  Mr. Oellermann adds that all of Ruscilli's fees and
expenses will be subject to Court approval upon proper
application by Ruscilli in accordance with Sections 330 and 331
of the Bankruptcy Code and Rule 2016 of the Federal Rules of
Bankruptcy Procedure.

Moreover, the Debtors further propose that any commissions be
paid to Ruscilli at the time of closing of the applicable
transaction provided that commissions in all cases will be
subject to the Court's approval. (National Century Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NATIONAL STEEL: Wants to Sell Metals USA Claims for $1.5 Million
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates notify the
Court that they intend to sell all of their right, title and
interest in and to certain trade claims totaling $5,410,000
against Metals USA Inc. to Citadel Equity Fund Ltd.  The Debtors
will sell the trade claims for $1,568,900 in cash.

George T. Plumb, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that Metals USA is currently in the
process of emerging from its own bankruptcy proceeding.  
Pursuant to its Amended Plan of Reorganization, Metals USA has
agreed to issue to each holder of an allowed general unsecured
claim its pro rata share of 20,000,000 shares of its new common
stock. Metals USA's Plan was confirmed by the United States
Bankruptcy Court in the Southern District of Texas, Houston
Division on October 18, 2002.

Metals USA and the Debtors have entered into a Stipulation and
Agreed Order setting the amount of their allowed unsecured claim
at $5,410,000, eliminating the need for the Debtors to go
through a claims dispute process.  Metals USA also has waived a
claim exceeding $170,000, which it holds against the Debtors,
but has reserved its right to assert other claims against them.

Mr. Plumb asserts that selling the Metals USA claim to Citadel
will provide an immediate and significant benefit to the
Debtors' estates because:

  (a) although the Metals USA's Plan and related Disclosure
      Statement indicates that the Shares represent a 52.6%
      estimated recovery for the general unsecured claims
      holders, the market for the Shares may be volatile;

  (b) no assurance can be given as to the market price that will
      prevail following the issuance of the Shares or that a
      market for the Shares will develop at any time; and

  (c) Metals USA's assets will serve as collateral for its post-
      reorganization credit facility and Metals USA will
      emerge from bankruptcy leveraged with debt service
      obligations.

If the Debtors do not receive any written objection to the
proposed sale, Mr. Plum notes that the Debtors will be
authorized to consummate the sale and to take actions necessary
to close the transaction and obtain the sale proceeds without
further Court approval. (National Steel Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETIA HOLDINGS: S&P Withdraws Units' D Sr. Unsecured Debt Rating
----------------------------------------------------------------    
Standard & Poor's Ratings Services withdrew its 'D' long-term
corporate credit rating on Poland-based telecommunications
operator Netia Holdings S.A.

At the same time, Standard & Poor's withdrew its 'D' senior
unsecured debt ratings on Netia's guaranteed subsidiaries.

The long-term rating on Netia was lowered to 'D' on
December 18, 2001, following failure by the company to pay the
interest on its 13.125% senior dollar notes due 2009 and on its
13.5% senior euro notes due 2009.

Netia has undergone a financial restructuring, which included
the cancellation of its outstanding bonds and the issue of
shares to the company's bondholders in accordance with the
agreed terms of Netia's restructuring.

In addition, Netia Holdings B.V., Netia's Dutch subsidiary,
issued ?49.5 million ($52.0 million) of its 10% senior secured
notes due 2008 in exchange for the existing notes of Netia
Holdings B.V. and Netia Holdings II B.V., in accordance with the
agreed terms of the restructuring and the composition plans for
each of Netia's Dutch subsidiaries.

Netia Holdings SA's 13.50% bonds due 2009 (NETH09NLN2) are
trading at about 17 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09NLN2
for real-time bond pricing.


NTL EUROPE: Emerges from Chapter 11 Bankruptcy Reorganization
-------------------------------------------------------------
NTL Europe, Inc., has emerged from Chapter 11 bankruptcy
reorganization following the implementation of the Second
Amended Joint Reorganization Plan of NTL Incorporated and
Certain Subsidiaries, dated July 15, 2002, as subsequently
modified, which became effective Friday, January 10, 2003.

As previously announced, the Plan was confirmed by order of the
United States Bankruptcy Court for the Southern District of New
York on September 5, 2002. Old NTL and its debtor subsidiaries
filed for bankruptcy reorganization on May 8, 2002.

Pursuant to the Plan, Old NTL was reorganized into two separate
companies, which are the corporations previously named "NTL
Incorporated" and "NTL Communications Corp." NTL Incorporated
was renamed "NTL Europe, Inc.," and is the holding company for
substantially all of NTL's businesses and investments in
continental Europe as well as other minority investments and
interests. NTL Communications Corp., was renamed "NTL
Incorporated" and is the holding company for substantially all
of Old NTL's businesses and operations in the United Kingdom and
Ireland. For a more complete description of the business,
investments and operations of NTL Europe, Inc., as well as
significant risks relating to an investment in the Company and
its securities, please refer to the Company's current report on
Form 8-K filed today with the Securities and Exchange
Commission.

In addition, on the Effective Date and pursuant to the Plan, all
previously outstanding public debt, equity securities, warrants
and stock options of Old NTL Inc., were cancelled and the
Company issued 20,000,000 shares of common stock, par value
$0.01 per share, together with associated preferred stock
purchase rights, and approximately 7,364,000 shares of 10% Fixed
Coupon Redeemable Preferred Stock, Series A, par value $0.01 per
share (with a $50.00 liquidation preference per share) (the
"Preferred Stock"). Pursuant to the Confirmation Order, $25
million of Preferred Stock was redeemed by the Company Friday
with such redemption for procedural purposes being treated as a
distribution under the Plan. Immediately after such redemption,
approximately $343 million of liquidation preference of
Preferred Stock remains outstanding, which is equal to
approximately 6,864,000 shares of Preferred Stock. For a more
complete description of the Company's securities, please refer
to the Form 8-A/A filed with the Securities and Exchange
Commission.

For further information, please visit the Company's Web site at
http://www.ntleurope.com


NTL INC: Successfully Emerges from Chapter 11 Proceedings
---------------------------------------------------------
NTL Incorporated (formerly NTL Communications Corp.) announced
that its financial recapitalization plan has been successfully
completed and the Company has emerged from Chapter 11
proceedings in the United States.

The company formerly known as NTL Incorporated and its
subsidiaries have been reorganized into two separate companies:
NTL Incorporated, formerly known as NTL Communications Corp.,
comprising Old NTL's UK and Ireland businesses, and NTL Europe,
Inc., formerly known as NTL Incorporated, comprising Old NTL's
assets in continental Europe as well as other minority
investments and interests.

The Company's common stock (CUSIP 62940M104) and Series A
warrants (CUSIP 62940M138) will trade on NASDAQ commencing
Monday, January 13, 2003 under the symbols of NTLI and NTLIW,
respectively. Shares of common stock of Old NTL, which
previously traded under the symbol NTLDQ, have been cancelled.

Under the recapitalization plan, approved by the creditors of
Old NTL and confirmed by the U.S. Bankruptcy Court for the
Southern District of New York, approximately $10.9 billion in
debt has been converted into equity in the two reorganized
companies. Consummation of the recapitalization plan was subject
to a number of conditions, all of which have now been met.

In connection with the Company's emergence from Chapter 11, the
Company and certain of its subsidiaries issued $558.24 million
aggregate principal face amount of 19% Senior Secured Notes due
2010. Initial purchasers of the notes also purchased 500,000
shares of Common Stock on the Effective Date. The gross proceeds
from the notes and such shares totaled $500 million. The
Company's lending banks in the UK have agreed to the issuance of
the Notes as well as to certain amendments to the existing
banking facilities. The $630 million DIP facility has been
repaid in full.

On the Effective Date, all specified previously outstanding
public debt and equity securities of the Company were cancelled
and the Company issued (a) 50,500,969 shares of its common
stock, par value $0.01 per share, and (b) eight year warrants to
purchase 8,750,496 shares (subject to adjustment) of its common
stock at an exercise price of $309.88 per share (subject to
adjustment). As previously announced, the number of shares and
warrants issued was reduced from the amounts originally cited in
the Plan.

"[Fri]day's announcement marks a new beginning for the Company
and is a tribute to the tremendous cooperation of our creditors
and their confidence in NTL," said Barclay Knapp, chief
executive officer of the Company. "Working with our creditors,
we have successfully completed our recapitalization and have
significantly reduced our debt."

"Operationally, despite being in US Chapter 11 and a challenging
business environment, NTL has made steady progress during 2002,
improving our products and services, reducing our churn rate and
generating three consecutive quarters of positive operating cash
flow. Our strategy going forward is to focus on delivering
profitable growth and returning to service excellence."

Summary of the Recapitalization Plan:

Pursuant to the recapitalization plan, Old NTL's bondholders
received, in the aggregate, 100% of the initial equity of the
Company and approximately 86.5% of the initial equity of NTL
Europe Inc. NTL (Delaware) Inc.'s former bondholders had the
opportunity to reinvest all or a portion of NTL (Delaware), Inc.
cash to which they were otherwise entitled under the
recapitalization plan in additional shares of common stock of
NTL Incorporated. Preferred and common stockholders of Old NTL,
including France Telecom, received a package of equity rights
priced at a $10.5 billion enterprise value and Series A warrants
entitling them to purchase new shares of common stock of the
Company at the consummation of the plan (in the case of the
equity rights) and for the duration of the eight-year warrants,
at prescribed prices. Only a limited number of stockholders and
bondholders exercised these rights.

     - Holders of Diamond Cable Communications Limited notes
received their pro rata share of 6,817,934 shares of NTL
Incorporated Common Stock;

     - Holders of the former NTL Communications Corp's senior
notes received their pro rata share of (i) 41,376,048 shares of
NTL Incorporated Common Stock, (ii) 74,425 shares of NTL Europe,
Inc. Preferred Stock (assuming a $50.00 liquidation preference
per share), (iii) 0.725% of the Delaware Cash Amount (as defined
in the Plan), (iv) 5.012% of the NTL Cash Amount (as defined in
the Plan), and (v) the entitlement to the value of 331,222
shares of NTL Europe, Inc. Common Stock pursuant to the terms of
the recapitalization plan;

     - Holders of the former NTL Communications Corp.'s
subordinated notes received their pro rata share of (i) 823,129
shares of NTL Incorporated Common Stock, (ii) 6,615 shares of
NTL Europe, Inc., Common Stock, (iii) 1,492 shares of NTL
Europe, Inc. Preferred Stock (assuming a $50.00 liquidation
preference per share), (iv) 0.014% of the Delaware Cash Amount,
and (v) 0.100% of the NTL Cash Amount;

     - Holders of NTL (Delaware), Inc. subordinated notes (other
than France Telecom), received their pro rata share of (i)
665,314 shares of NTL Incorporated Common Stock, (ii) 10,692,532
shares of NTL Europe, Inc., Common Stock, (iii) 5,879,240 shares
of NTL Europe, Inc. Preferred Stock (assuming a $50.00
liquidation preference per share), and (iv) 85.540% of the
Delaware Cash Amount;

     - Holders of the former NTL Incorporated's subordinated
notes (other than France Telecom) received their pro rata share
of (i) 317,576 shares of NTL Incorporated Common Stock, (ii)
6,270,159 shares of NTL Europe Inc., Common Stock, (iii)
1,408,861 shares of NTL Europe, Inc. Preferred Stock (assuming a
$50.00 liquidation preference per share), (iv) 13.720% of the
Delaware Cash Amount, and (v) 94.887% of the NTL Cash Amount;

     - Holders of the former NTL Incorporated's old senior
preferred stock received their pro rata share of (i) 749,119 NTL
Incorporated Series A Warrants, (ii) 642,102 shares of NTL
Europe, Inc. Common Stock;

     - France Telecom received (i) 100% of the former NTL
Incorporated's interest in Suez Lyonnaise Telecom, (ii)
6,040,347 NTL Incorporated Series A Warrants, and (iii) 376,910
shares of NTL Europe, Inc. Common Stock;

     - Holders of the former NTL Incorporated's common stock
(excluding France Telecom) will receive their pro rata share of
(i) 1,960,536 NTL Incorporated Series A Warrants, and (iii)
1,680,459 shares of NTL Europe, Inc. Common Stock; and

     - Holders of the former NTL Incorporated's warrants and
options were not entitled to, and did not, receive or retain any
property or interest on account of such old warrants and old
options.

For more information on NTL Europe Inc. (formerly known as NTL
Incorporated), please refer to their Form 8-K filed with the SEC
or to their Web site at http://www.ntleurope.com


OVERHILL FARMS: Posts Lower Earnings for Year Ended September 29
----------------------------------------------------------------
Overhill Farms, Inc., was formed in 1995 as a Nevada
corporation. In May 1995, the Company acquired all of the
operating assets of IBM Foods, Inc., for a cash payment of $31.3
million, plus the assumption of certain liabilities. While its
business is nationwide, its headquarters are located in Vernon,
California, and it has facilities throughout Southern
California. During August 2000, the Company purchased the
operating assets and trademarks of the Chicago Brothers food
operations from a subsidiary of Schwan's Sales Enterprises,
Inc., for total consideration of $4.2 million, consisting of
cash of $3.3 million and a note payable to the seller for
$900,000.

The Company was a 99% owned subsidiary of TreeCon Resources,
Inc., formerly known as Overhill Corporation, until the
completion of its spin-off in October 2002. In the spin-off,
TreeCon Resources distributed all of the outstanding shares of
Overhill Farms' common stock that it owned to the holders of
record of TreeCon Resources common stock as of the close of
business on September 30, 2002.

Overhill Farms, Inc., is a value-added manufacturer of quality
frozen food products including entrees, plated meals, meal
components, soups, sauces, poultry, meat and fish specialties.
It is positioned as a provider of custom prepared foods to a
number of prominent customers such as Albertson's, Jenny Craig
Products, Carl's Jr., Jack in the Box, Panda Restaurant Group,
Schwan's and King's Hawaiian/Pinnacle Foods as well as most
domestic airlines, including American Airlines, United Airlines
and Delta Airlines.

For the fiscal year ended September 29, 2002, the Company's net
revenues decreased $24,039,000 (14.8%) to $138,119,000 as
compared to $162,158,000 for the fiscal year ended September 30,
2001. This revenue decrease is substantially the result of a
decrease in airline sales during the period. In 2002, sales to
airline customers were approximately $35.0 million, or 25.3% of
total net sales as compared to sales of $54.7 million, or 33.8%
of total net sales in 2001.

The tragic events of September 11, 2001 have significantly
impacted Overhill Farms' sales to airline-related customers.
Though the long-term effect of these events on the airline
industry, airline revenues, and on Overhill Farms business in
particular, cannot be accurately determined at this time, the
Company is estimating that in the near term, sales to airline
customers will experience little to no growth from 2002 levels.

In cost saving measures the Company has begun to consolidate
certain of its home office, manufacturing and warehousing,
product development, and marketing and quality control
facilities into a single location. Though it is currently in the
process of implementing various stages of this plan, management
believes that when the plan is fully implemented, the Company
should expect to achieve significant operating efficiencies as
well as a reduction of its dependence on outside cold storage
facilities.

However, in the near term, the Company showed only net income
for the fiscal year ended September 29, 2002 of $1,030,000 as
compared to $2,242,000 for the fiscal year ended September 30,
2001.

As of June 30, 2002, the Company was in violation of certain
financial covenants with respect to its financing arrangements
with the Bank and its senior subordinated creditor. As of
September 11, 2002, it had received a waiver of these violations
from the Bank and an amendment to its financial covenants with
its senior subordinated creditor, effective as of June 30, 2002.
Additionally, the Company entered into further amendments to its
financing arrangements with both creditors, whereby, among other
things, future financial covenant requirements were modified to
levels more consistent with the the Company's current and future
expected results of operations. As of September 29, 2002,
Overhill Farms was in compliance with all of its amended
financial covenants. Management believes, based upon historical
performance, current results of operations for the fiscal year
ended September 29, 2002 and forecasted performance for all of
fiscal 2003, that it is probable that Overhill Farms will be in
compliance with all of its revised financial and other covenant
requirements. Accordingly, the Company has classified its
outstanding senior secured debt, which matures in November 2003,
and its senior subordinated debt, which matures in November
2004, as long-term, except for contractually current maturities.
In the future, the failure to achieve certain revenue, expense
and profitability forecasts could result in a violation of the
Company's amended financial covenants under its financing
arrangements, which could have a material adverse effect on its
financial condition, results of operations or cash flows.


OWENS CORNING: Wins Approval of Staubach Management Agreement
-------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained Court approval
of the execution of a two-year real estate portfolio management
services agreement with Great Lakes Corporate Real Estate
Partners LLC, doing business as The Staubach Company, Great
Lakes Region, and Staubach Global Services Inc.

The Court further approves the indemnification provisions in the
Staubach Agreement under these terms:

  A. The Debtors are authorized to indemnify, and will
     indemnify, Staubach in accordance with the Staubach
     Agreement for any claim arising from, related to or in
     connection with the services provided for in the Staubach
     Agreement, provided, however, that indemnification is
     approved by the Court;

  B. Notwithstanding any provisions of the Staubach Agreement to
     the contrary, the Debtors will have no obligation to
     indemnify Staubach or provide contribution or reimbursement
     to Staubach for any claim or expense that is either:

     -- judicially determined to have resulted primarily from
        the willful misconduct, gross negligence, bad faith or
        self-dealing of Staubach, or

     -- settled prior to a judicial determination as to
        Staubach's willful misconduct, gross negligence, bad
        faith or self-dealing, but determined by the Court,
        after notice and hearing to be a claim or expense for
        which Staubach should not receive indemnity,
        contribution, or reimbursement;

  C. If, before the earlier of the entry of an order confirming
     a Chapter 11 plan in these cases, and the entry of an order
     closing these Chapter 11 cases, Staubach believes that it
     is entitled to the payment of any amounts by the Debtors on
     account of the Debtors' indemnification, contribution
     and reimbursement obligations under the Staubach Agreement,
     including the advancement of defense costs, Staubach must
     file an application in this Court, and the Debtors may not
     pay any amount to Staubach before the entry of a Court
     order approving the payment.  This statement is intended
     only to specify the period of time during which the Court
     will have jurisdiction over any request for
     indemnification, contribution or reimbursement by Staubach
     and not a provision limiting the duration of the Debtors'
     obligation to indemnify Staubach; and

  D. Notwithstanding any provisions of the Staubach Agreement to
     the contrary, in the event that Staubach is required to
     contribute to any losses, claims, damages, liability or
     expenses, any limitation of the contribution in the
     Staubach Agreement will not apply; and

  E. The United States Trustee will have the right to object to
     the indemnification provisions approved if, during the
     Debtors' cases, the United States Court of Appeals for the
     Third Circuit issues a ruling in the appeal from the
     decision of the United States District Court for the
     District of Delaware with respect to indemnification right;
     provided that the United States Trustee will be required to
     file any objection within 60 days after the date the United
     States Court of Appeals for the Third Circuit issues the
     ruling.

                         *     *     *

The Debtors have determined that it is desirable to obtain
outside support for the servicing, administration and management
of the portfolio.  There are two types of services that Staubach
will render to the Debtors -- Administration and Transaction
Services.

                   The Administration Services

   A. Scope of Services: Staubach will appoint a real estate
      administrator who will perform a variety of ministerial
      tasks for the daily upkeep and operation of the Debtors'
      portfolio. The administrator is expected to:

      -- create files and manage the Portfolio within a standard
         organized filing system;

      -- create and maintain a database of the Portfolio;

      -- process real estate documents including lease renewals
         and insurance certificates;

      -- coordinate accounts payable through the Debtors'
         accounting department;

      -- coordinate accounts receivable for the Debtors'
         subleases;

      -- perform desktop audits;

      -- validate expenses; and

      -- assist in the generation of periodic real estate
         reports;

   B. Fees and Compensation: The Debtors will pay Staubach an
      initial start-up fee equal to $15,000, on account of
      license fees for the real estate administration software
      to be provided to the Debtors under the terms of the
      Agreement, as well as other start-up and transition costs.
      The Debtors will also pay Staubach a one-time fee of $300
      per record for the cost of lease abstraction and data
      input activities.

      Separate from the start-up fees, the Debtors will pay
      Staubach a $6,000 Administration Service Fee per month,
      which may be adjusted upward or downward as leased or
      owned properties are added to or deleted from the
      Portfolio.

      Staubach, in addition, will be entitled to a percentage,
      25% or another agreed amount, of any cash recovery the
      Debtors realize as a result of Staubach's administration
      of the portfolio, including recoveries on account of
      improperly billed and paid rent.  Staubach may be entitled
      to certain reimbursements of out-of-pocket expenses
      associated with start-up activities and other ongoing
      administration services.

                     The Transaction Services

   A. Scope of Services:  Staubach will assist the Debtors in
      the management of the portfolio, by providing certain
      Transaction Services.  Among other things, Staubach will:

      -- verify the Debtors' business needs for a real estate
         related project and ensuring its integration with the
         Debtors' overall business strategy;

      -- provide market research reports and analysis tailored
         to the Debtors' requirements;

      -- arrange for site visits and presentations to the
         Debtors, if necessary;

      -- consult with the Debtors on the development and
         preparation of a Request for Proposal form for each
         of the standard project types in which the Debtors are
         typically involved;

      -- evaluate proposals;

      -- conduct due diligence in connection with solicitation
         of appropriate alternative properties;

      -- document leases and assist in coordination of
         documentation process;

      -- process and execute documents; and

      -- provide standard real estate brokerage services;

   B. Fees and Compensation:  The Debtors will pay Staubach a
      monthly Account Support Fee as reimbursement for
      Staubach's actual costs associated with non-brokerage-fee-
      bearing activities in support of the management of the
      Debtors' portfolio, including certain employment costs and
      business expenses.  These expenses will be paid on the
      basis of the actual costs incurred by Staubach for
      activities and are expected to be lower than, and not in
      excess of, the cost incurred internally by the Debtors
      prior to the implementation of the Agreement.

      Staubach will also be entitled to commissions for:

      -- new leases the Debtors enter into with the support and
         service of Staubach,

      -- renewal or expansion of certain other leases, and

      -- properties acquired or disposed of by the Debtors;

   C. Revenue Rebate:  This provision requires Staubach to
      credit the Debtors a portion of the commissions it
      receives from third parties.  Each month, Staubach will be
      required to credit the Debtors against its monthly invoice
      for the Administration Services Fee and the Account
      Support Fee in an amount equal to one-half of the
      transaction fees Staubach received in the preceding month.
      Credit balances, if any, are carried forward and applied
      to subsequent months.  At the end of a calendar year, any
      unapplied credit balances are adjusted pursuant to a
      prescribed formula and the remaining balance is either
      paid to the Debtors or applied to subsequent monthly
      invoices, at the Debtors' option.

      The agreement specifically provides that:

      "On a calendar year basis, any unapplied credit balance
      will be adjusted so that the total credits received by
      [the Debtors] for the calendar year do not exceed the
      annual gross billings for the Administration Services Fee
      and Account Support Fee (net of any Cost Recovery/Fees)
      for the calendar year plus Twenty Percent (20%) of any
      Transaction Fees in excess of two (2) times such gross
      billings for the Administration Services Fee and Account
      Support Fee (net of any Cost Recovery/Fees) for such
      calendar year."

The Debtors anticipate that the Fees under the agreement will be
$300,000 over the year, subject to reduction on account of the
rebate program. (Owens Corning Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Pushing for Approval of DWR Operating Agreement
------------------------------------------------------------
On December 19, 2002, the California Public Utilities Commission
issued Decision 02-12-069 adopting an "operating order" that
requires all investor-owned utilities to provide contract
administration services to the California Department of Water
Resources, effective January 1, 2003.  The CPUC issued the
Operating Order after concluding that the utilities had not
succeeded in reaching an agreement with DWR.  However, the CPUC
specifically left open the door for the utilities to enter into
an operating agreement superseding the Operating Order, if an
agreement can be mutually agreed upon.

The CPUC stated in its Order:

      "We understand that DWR believes that there is a
      realistic possibility that such an Operating Agreement
      can be worked out with the utilities through continued
      negotiations and we continue to support these efforts.
      The utilities may continue to negotiate with DWR to
      attempt to reach consensus on a mutually acceptable
      Operating Agreement.  If such an agreement is reached,
      the utilities should submit the agreement to the
      Commission for approval and request termination of the
      Operating Order.  Assuming that the agreement is
      substantially similar to the Operating order we adopt
      today, we anticipate that it could be approved on an
      expedited basis, after the necessary public review and
      comment."

Julie B. Landau, Esq., at Howard, Rice, Nemerovski, Canady, Falk
& Rabkin, PC, informs the Court that Pacific Gas and Electric
Company and DWR have finalized the terms of an operating
agreement on December 19, 2002 following months of negotiations,
and executed the Operating Agreement on December 20, 2002.  The
Operating Agreement ensures that the necessary legal structure
is in place among the entities to allow PG&E to assume the
contract administration functions as contemplated by CPUC's
Decision 02-09-053 -- the Allocation Decision.

On December 20, 2002, PG&E filed with the CPUC an "Expedited
Motion To Terminate Operating Order And Approve Operating
Agreement".  In the Expedited Motion, PG&E requested that the
CPUC approve the Operating Agreement on an expedited basis so
that contract administration services can be performed under a
mutually acceptable agreement between DWR and PG&E by January 1,
2003.  PG&E, together with another utility, the San Diego Gas
and Electric Company, also filed a joint motion to stay the
Operating Order as to them.  PG&E and San Diego committed that
they would perform contract administration services under their
Operating Agreements on January 1, 2003, on an interim basis,
pending the CPUC's action on the Operating Agreements.

In light of the importance of a smooth and orderly transfer of
contract administration functions from DWR at the start of the
new year, PG&E sought and obtained Judge Montali's permission to
begin performing under the Operating Agreement.

"Under the CPUC's Allocation Decision, PG&E will be performing
the day-to-day scheduling, dispatch and administrative functions
for the DWR Contracts allocated to its portfolio, beginning
January 1, 2003.  Therefore, it is necessary for PG&E and DWR to
have an operating agreement in place setting forth the terms and
conditions applicable to the administration of the allocated DWR
Contracts," Ms. Landau explains.

The CPUC took no action on PG&E's requests to make the Operating
Agreement effective at its final meeting of the year on December
30, 2002.  On December 30, 2002, PG&E filed an application for
rehearing of the Operating Order decision with the CPUC.  On
January 1, 2003, after having reserved all rights associated
with challenges to the Operating Order, PG&E commenced providing
contract administration, scheduling and dispatch services to the
DWR under the CPUC's Operating Order.

The CPUC's Allocation Decision allocated DWR's contracts with
third party suppliers among the IOU's customers for operational
and administrative purposes only.  The DWR Contracts involve a
large number of bilateral power contracts between DWR and the
third party power suppliers to obtain power for the purposes of
supplying the PG&E's and the IOU's retail customers.

Although the Operating Order and the Operating Agreement have
fundamentally the same objectives, the operating agreement,
among other things:

  (1) provides an adequate contractual basis for establishing a
      limited agency relationship between PG&E and DWR;

  (2) limits PG&E's contractual liability to DWR to $5,000,000
      per year plus 10% of damages in excess of $5,000,000 with
      a limit of $50,000,000 over the term of the agreement.
      DWR also releases PG&E from any liability for the damages
      in excess of the limitations on certain liabilities except
      for liability resulting from PG&E's gross negligence or
      willful misconduct; and

  (3) clarifies that DWR is not in the business of reviewing
      PG&E's least-cost dispatch, other than to verify
      compliance with the supplier contracts.

Pursuant to the Operating Agreement, PG&E will take on contract
administration functions under the allocated DWR Contracts
assigned to its electric portfolio, acting as DWR's limited
agent.  In particular:

  -- PG&E will schedule and dispatch the DWR resources in its
     electric portfolio so as to best ensure least cost dispatch
     of the entire portfolio;

  -- PG&E will provide billing and settlement services to DWR,
     although all payments for electricity received under the
     allocated DWR Contracts will be made by DWR directly to its
     counter parties under the electric supply contracts;

  -- PG&E will, acting as DWR's limited agent and on its own
     behalf, sell surplus power for the portfolio and allocate
     the revenues from the sales on a pro-rata basis as directed
     by the CPUC;

  -- PG&E will also purchase natural gas do DWR's behalf, acting
     as its limited agent, for provision to suppliers under the
     allocated DWR Contracts;

  -- DWR will continue to hold all legal and financial
     responsibility under the allocated DWR Contracts.  DWR will
     also remain financially responsible for the costs of the
     gas purchases; and

  -- The Operating Agreement does not constitute an assignment
     of the allocated DWR Contracts to PG&E in any respect.

The Operating Agreement also addresses the division of
responsibility among the CPUC, DWR and PG&E in relation to the
management of the allocated DWR Contracts:

(i) PG&E is to perform the functions under the Operating
     Agreement in a commercially reasonable manner, exercising
     good utility practice in a fashion reasonably designed to
     serve the overall best interests of its and DWR's retail
     electric customers;

(ii) If PG&E requests, DWR will provide evidence in the CPUC
     proceedings describing its own and PG&E's performance under
     the Operating Agreement;

(iii) DWR acknowledges the CPUC's exclusive authority over
     whether PG&E has managed allocated power available under
     the DWR Contracts in a just and reasonable manner; and

(iv) PG&E acknowledges DWR's separate and independent right to
     evaluate and enforce its commercial performance under the
     Operating Agreement.

PG&E will incur additional costs associated with the services to
be provided to DWR under the Operating Agreement, Ms. Landau
says.  PG&E estimates these costs to be $2,500,000 to $5,000,000
per year.  But at its sole election, PG&E will recover these
costs, either through DWR's direct reimbursement or, if
authorized by the CPUC, in its retail rates. (Pacific Gas
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


PENN TREATY: S&P Junks $45 Million Subordinated Debt Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CC'
subordinated debt rating to Penn Treaty American Corp.'s
('CCC-'/Stable) $45 million, 6.25% convertible subordinated
notes, which are due Oct. 15, 2008.

"The notes are offered as part of a rights offering to holders
as of Nov. 25, 2002, of the company's common stock, its existing
convertible subordinated notes due 2008, and its existing
convertible subordinated notes due 2003," explained Standard &
Poor's credit analyst Neal Freedman. Upon subscription of at
least $20 million for the notes, the notes will have identical
terms to the existing 'CC' rated notes due in 2008, except that
the company will lower the conversion price of both the new
notes and the existing 2008 notes to $2.50 per share from $4.50
per share.


PG&E CORP: Files Second Round of Comments on NOPR with FERC
-----------------------------------------------------------
PG&E Corporation (NYSE: PCG) filed its second round of comments
with the Federal Energy Regulatory Commission, supporting the
Commission's Notice of Proposed Rulemaking on Standard Market
Design.

In its filing, PG&E Corp., stated that the Commission's efforts
to amend its market design regulations would remedy undue
discrimination in the provision of interstate transmission
services, and facilitate development of well-functioning
electric wholesale energy markets in all regions across the
nation, which will ultimately benefit consumers.

PG&E Corp. supports the Commission's SMD efforts, including:

     -- Using Congestion Revenue Rights, a system of
        financial rights for customers to protect against
        congestion costs; PG&E Corp., recommends there be a
        variety of CRR products available in the market.

     -- Measures needed to plan and develop the transmission
        infrastructure essential to support competitive power
        markets.

     -- A market design for the Western Interconnection that
        reduces transaction inefficiencies.

     -- A long-term resource adequacy requirement; PG&E Corp.
        recommends regional flexibility in the determination of
        the aggregate reliability margin.

     -- The Commission's preference for a regional transmission
        planning process.

"PG&E Corp., supports the Commission's objective to implement
structural changes to market design necessary to improve the
functioning of the nation's wholesale power markets and
transmission grid. [Our] comments are intended to share past
experiences, provide reactions to the alternatives proposed in
the NOPR, and identify areas of concern -- all with the goal of
assisting the Commission in its efforts to craft standardized
terms and conditions of transmission service and power market
operations that will benefit consumers and promote investments
in infrastructure."


PREMCOR INC: Will Publish Fourth Quarter Results on January 21
--------------------------------------------------------------
Premcor Inc., (NYSE: PCO) will report its operating results for
the fourth quarter and year ended December 31, 2002 on
January 21, 2003.  The company recently announced that it has
filed a registration statement pursuant to the Securities Act of
1933 relating to its proposed sale of up to $287.5 million of
its common stock.  Accordingly, the company will not hold its
customary quarterly conference call.

Morgan Stanley & Co., Incorporated will be the sole book-running
managing underwriter for the offering. When available, a copy of
the preliminary prospectus for the offering may be obtained from
the offices of Morgan Stanley, 1585 Broadway, New York, NY
10036.

Premcor Inc., is one of the largest independent petroleum
refiners and marketers of unbranded transportation fuels and
heating oil in the United States.
    
                         *    *    *

As reported in Troubled Company Reporter's December 4, 2002
edition, Fitch Ratings affirmed the ratings of Premcor USA,
Premcor Refining Group and Port Arthur Finance Corp. in the low-
B ranges.  Fitch says the Rating Outlook for the debt of PUSA,
PRG and PAFC remains Positive.


PRIME FINANCE: Fitch Removes B Class B-2 Notes Rating from Watch
----------------------------------------------------------------
Fitch Ratings completed a review of a series of equipment lease
transactions whose ratings have been on Rating Watch Negative.
Based on the review, it was determined that the tranches listed
below are performing in line with their current ratings. As a
result, Fitch removes the following securities from Rating Watch
Negative:

               Prime Finance Corporation, 1995-A

               --Class A-1 notes 'AA';
               --Class A-2 notes 'A';
               --Class A-3 notes 'BBB';
               --Class B-1 notes 'BBB-';
               --Class B-2 notes 'B'.


STRUCTURED ASSET: Fitch Takes Rating Action on Various Bonds
------------------------------------------------------------
Fitch takes rating action on the following Structured Asset
Securities Corporation's mortgage pass-through certificates:

    SASCO 1996-4:
    --Class B3 downgraded to 'BB' from 'BBB';
    --Class B4 downgraded to 'D' from 'CCC'.

    SASCO 2000-3, Group 1:
    --Class 1B5 downgraded to 'CCC' from 'B'.

    SASCO 2000-3, Group 2:
    --Class 2B4 rated 'BB' is placed on Rating Watch Negative;
    --Class 2B5 downgraded to 'C' from 'B'.

    SASCO 2001-2:
    --Class B4, rated 'BB', is placed on Rating Watch Negative;
    --Class B5 downgraded to 'C' from 'B'.

    SASCO 2001-5:
    --Class B5 downgraded to 'CCC' from 'B'.

    SASCO 2001-9:
    --Class B4, rated 'BB', is placed on Rating Watch Negative;
    --Class B5 downgraded to 'C' from 'B'.

The action is the result of a review of the level of losses
incurred to date as well as Fitch's future loss expectations on
the current severely delinquent loans in the pipeline relative
to the applicable credit support levels as of the Dec. 25, 2002
distribution.


TANDYCRAFTS INC: Expects to File Proposed Chapter 11 Plan Soon
--------------------------------------------------------------
On December 31, 2002, Tandycrafts, Inc., together with its
wholly owned subsidiaries Tandyarts, Inc., and TAC Holdings,
Inc., consummated the sale of substantially all of their assets
(together with the assumption of certain liabilities), under
section 363 of the Bankruptcy Code, to an affiliate of Newcastle
Partners, LP, a Dallas based investment fund. The purchase price
for the assets, which was approved in mid-December by the
Delaware Bankruptcy Court administering Tandycrafts' chapter 11
cases, was $22,650,000 (plus certain assumed liabilities).
Approximately $20,400,000 was paid to satisfy obligations of
certain pre-petition secured creditors of Tandycrafts.

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

Mark Schwartz, a director of Tandycrafts, Inc., is the managing
partner of Newcastle Partners, L.P.


TENFOLD CORP: Responds to Warning on Outsourcing Security Risks
---------------------------------------------------------------
TenFold Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) platform for building and implementing
enterprise applications with a total shareholders' equity
deficit of about $30 million (as of June 30, 2002), weighed in
on the New York Times January 6th story "Experts See
Vulnerability as Outsiders Code Software" on vulnerabilities of
applications development outsourcing.

"White House infrastructure protection board Vice Chairman
Howard Schmidt has correctly stated that applications
development outsourcing is part of a broader discussion on
overall security issues," said Dr. Nancy Harvey, president and
CEO of Tenfold.  "He's right that applications security is
compromised by outsourcing applications development beyond
company walls -- whether to India, Pakistan, or just down the
road. The euphoria over hoped-for IT savings may be shattered by
the harsh reality of compromised intellectual property or
insidious and hard-to-spot malicious programming."

"What's the difference between a terrorist and a well-
intentioned programmer just making a mistake that opens a system
to malicious intruders?" said Adam Joseph, President of
Washington, D.C.-based TruSecure and former founder and
president of AiB, a software reliability tools company acquired
by Platinum Technology. "The applications development
outsourcing discussion ignores the broader issue that
traditional applications development involves so many lines of
code written by so many programmers that it is impossible to
code those applications to be secure."

"In practice, it is impossible to protect conventional
application programs from malicious programmers, because no one
can find a time-bomb in 20-million lines of code. A terrorist,
business subversive, or error-prone programmer could easily
corrupt most programs with little risk of detection whether
working at home or abroad," said Jeffrey L. Walker, TenFold's
founder and CTO. "We expect that businesses planning new
mission-critical applications will protect against these
security risks by demanding an applications development strategy
that mitigates the risk of applications subversion. There is no
other responsible path.

"When we founded TenFold ten years ago we couldn't imagine the
intense interest around applications security arising today,"
added Mr. Walker. "We set out to invent a technology that would
isolate applications content from infrastructure software. It
turns out that isolating applications content reduces 20-million
lines of code to a few thousand easily-auditable, business-
descriptions of applications design. We took this approach to
meet the challenge of building and maintaining complex
applications faster and cheaper. Today we see the extraordinary
value of having made those applications more secure. With
TenFold's technology our customers' applications meet the
security imperative.

"In other words," continued Walker, "outsourcing applications
development can be safer if outsourcers use an applications
development technology that companies can audit.  And, frankly,
in-house development will only be safe too, if companies can
productively audit applications development results."

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, the Universal
Application(TM), to organizations that face the daunting task of
replacing obsolete applications or building complex applications
systems. Unlike traditional approaches, where business and
technology requirements create difficult IT bottlenecks, the
Universal Application lets a small, business team design, build,
deploy, maintain, and upgrade new or replacement applications
with extraordinary speed and limited demand on scarce IT
resources. For more information, visit http://www.10fold.com


TEREX CORP: Forms & Introduces Financial Services Subsidiary
------------------------------------------------------------
Terex Corporation (NYSE: TEX) announced the formation of Terex
Financial Services.

This financial services unit will offer Terex customers a
complete line of financial products and services to assist in
the acquisition of Terex equipment. In North America, Terex
Financial Services will work with a dedicated team from GE
Vendor Financial Services, a leading financial services and
solutions provider.

Commenting on the announcement, Ronald M. DeFeo, Terex's
Chairman and Chief Executive Officer, said, "Terex Financial
Services represents an important advance in Terex's ability to
provide a full range of products and services to our customers,
and also to level the competitive playing field. The formation
of Terex Financial Services in coordination with a strong
business partner will enable us to offer financial products,
services and cost-effective financing solutions to our customers
to meet their business needs. Further, it will allow us to
participate in the financing of our products in North America
with minimal expense and without adding any additional debt to
Terex's balance sheet."

Joseph F. Apuzzo, President of Terex Financial Services, went on
to add, "The combination of Terex's customer knowledge and
breadth of products and GE Vendor Financial Services' operating
efficiency and expertise in financial services will provide a
powerful presence in the marketplace. Terex Financial Services
will allow us to better service our customers' needs and
continue to build on Terex's mission to improve customer
productivity and return on invested capital."

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

GE Vendor Financial Services is a global leader in developing
and providing financial solutions and services to equipment
manufacturers, distributors, dealers and their end users. With
nearly $25 billion in served assets worldwide, Vendor Financial
Services helps its customers drive new revenues and strengthen
their existing business by providing superior service, a
commitment to quality and the application of the latest e-
commerce technology. Vendor Financial Services serves
approximately 1,400 manufacturers & distributors, 16,000
dealers, and currently has over 500,000 accounts in 33
countries.

                          *   *   *

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

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


TIGER TELEMATICS: Executes OEM Agreement with Branson Ltd.
----------------------------------------------------------
Tiger Telematics, Inc. (OTC Bulletin Board: TIGR) --
http://www.tigertelematics.com-- headquartered in Jacksonville,  
Fl. and with offices in London, UK, said it has executed an OEM
Agreement with Branson Ltd. -- http://www.bransonworldplc.com--  
to supply the Tiger Telematics products in the Branson product
line that includes motorbikes, scooters and ATV bikes.

Branson Ltd., based in the UK, has signed a multi-year agreement
with Tiger Telematics that provides for the installation of the
Tiger product, TT1015, in every model manufactured by Branson.  
The units will supply an advanced telematics system for the
Branson bikes.

"Employing the Tigers Telematics technology will allow Branson
to upgrade valuable features on the Branson vehicles.  The Tiger
devise will also permit our customers to obtain affordable
insurance for the vehicles.  This will enable us to sell more
units, creating a competitive advantage for Branson," says
Michael Garrard-Locke, founder and Managing Director of Branson,
Ltd.

"Tiger proved that their system could fulfill our requirements
at a very attractive cost model making Tiger Telematics the
logical choice for Branson. We intend to increase our sale of
motorbikes in the next few years and the Tiger product will be
on all of our units."

"Along with our recently launched Tiger childtracker product
-- http://www.tigerchildtracker.com-- Tiger Telematics has once  
again delivered a true to life business application that will
create value for our customers and shareholders.  Our
proprietary product is perfect for Branson.  This is our first
venture into OEM supplier relationships and it is a logical
extension of our development.  The Tiger device will provide
significant customer benefit at a great value.  The tiger
product will be sold as a part of the completed vehicle and the
wireless carrier will operate on a pay as you go basis for
monthly usage by the customers," indicates Michael Carrender,
Tiger's Chief Executive Officer.

Branson Ltd., is a manufacturer of a range of motorbikes,
scooters and ATV bikes that it has introduced to the World
Market.  The Branson product has been designed for the European
market using Japanese technology and built in China under strict
quality controls.  Sold through distributors, Branson is rapidly
expanding across Europe and other regions.

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

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


TURBOCHEF TECHNOLOGIES: Falls Below Nasdaq Listing Standards
------------------------------------------------------------
TurboChef Technologies, Inc., (Nasdaq: TRBO) recently received a
letter from the staff of Nasdaq indicating that it is not in
compliance with the stockholders' equity requirements for
continued listing of its common stock on the Nasdaq SmallCap
Market. The Company is seeking to obtain the financing necessary
to regain compliance and has requested a hearing before a Nasdaq
Listing Qualification Panel to review the staff determination.

The Company has engaged an investment bank to assist in
obtaining financing or other transactions to satisfy the
stockholders' equity requirement, although there can be no
assurance that any such financing or other transaction will be
consummated. The Company will also address at the hearing, the
failure of its common stock to maintain the required bid price
of $1 per share. There can be no assurances that the panel will
grant the Company's request for continued listing of its common
stock on the Nasdaq SmallCap Market.

TurboChef is the world's leader in rapid cook solutions. The
TurboChef oven provides a solution, which delivers a variety of
cooked food products. The proprietary rapid cook system, which
requires no ventilation, employs a combination of high speed
forced air and microwave energy to "cook to order" menu items
with restaurant quality at speeds 7-10 times faster than
conventional methods of cooking. TurboChef markets to both
traditional establishments such as quick service and
conventional restaurants and non-traditional foodservice
locations such as petrol station convenience stores, cinemas, C-
stores, sports arenas and stadiums and airport concessions.

                         *      *      *

                            Liquidity

TurboChef's capital requirements in connection with its product
and technology development and marketing efforts have been and
will continue to be significant. Additional capital will be
required to fund current operations. Since its inception, the
Company has not generated significant revenue from operations
and has been substantially dependent on loans and capital
contributions from its principal stockholders and proceeds from
the sale of its securities. Furthermore, the Company will
continue to be dependent on outside sources of financing for the
foreseeable future to fund its working capital needs. The
Company anticipates that it will need to raise this additional
capital as early as the fourth quarter of 2002, but no later
than the end of the first quarter of 2003. No assurances can be
made that the Company will generate the necessary sales from its
rapid cook ovens or from the proceeds from the sales of its
securities or other financing sources to generate the necessary
working capital. As a result of these conditions, the
independent certified public accountant's report on the
Company's financial statements for the year ended December 31,
2001 contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.

The Company has, and will continue to hold inventory, due to its
long manufacturing cycle. As of September 30, 2002, the Company
held $1,444,000 of finished goods inventory (ovens), $76,000 of
demonstration inventory (ovens used for customer demonstrations,
tests and pilot programs) and $1,113,000 of parts inventory
(used for manufacturing and service). The Company may offer
demonstration inventory free of charge or at reduced prices to
certain potentially large customers, who wish to test and
evaluate an oven prior to purchase. Should sales fail to
materialize, or materialize at slower rates than currently
anticipated by the Company, additional working capital will be
required to cover the carrying costs of component parts and
purchase completed ovens. No assurances can be made that the
Company will generate the necessary sales of its ovens or from
the proceeds from the sales of its securities or other financing
sources to generate the necessary working capital.

In February 2002, the Company and Whitbread Group PLC entered
into an agreement to terminate an extended warranty originally
purchased by Whitbread, from the Company, in September 1999.
Under the new agreement, TurboChef is required to pay Whitbread
o460,000 (approximately $670,000) plus Value Added Tax over a 24
month period, beginning in March 2002. In return, Whitbread has
released TurboChef from its obligation to continue its warranty
on 260 older model ovens. On signing the agreement, TurboChef
made an initial payment to Whitbread of o50,000 (approximately
$72,000) plus VAT and thereafter has agreed to pay o15,000
(approximately $22,000) plus VAT a month for the next 24 months,
with a final payment of o50,000 plus VAT due the final month.
The Company did not make the required payments for the months of
September, October and November 2002 on a timely basis.
Although, the Company believes it is now current in its
obligations under this agreement, there can be no assurance that
Whitbread will not allege a breach of contract and seek a legal
remedy under the law due to Company's failure to make the
required payments on a timely basis.

In March 2002, the Company agreed to purchase from the Shandong
Xiaoya Group approximately $14 million of C-3 ovens over a
seventeen month period. In addition, in connection with the
manufacturing agreement the Company will be required to use
working capital to purchase certain component parts that will be
supplied to Xiaoya for use in the ovens. Although the Company
entered into the agreement with Xiaoya in anticipation that its
sales of C-3 ovens will increase from current levels, there can
be no such assurance that any sales will materialize. Through
the end of October 2002, the Company has been purchasing at a
rate of approximately 51% ($2.4 million of ovens as compared to
$4.7 million of ovens) of what was required under the terms of
the agreement. The slower rate of oven purchases is a result of
sales by the Company materializing at a lower rate than
anticipated. The Company does not currently have a significant
number of purchase orders or firm commitments from customers to
purchase its C-3 ovens in 2003. It is the Company's belief that
the reduced levels of oven purchases by the Company are
currently acceptable to Xiaoya. However, there can be no
assurance that Xiaoya will not take action against the Company
for failure to make the required oven purchases. Such action
could include, among others, a decision by Xiaoya to cease
production of C-3 ovens. Currently, Xiaoya is the Company's sole
supplier of C-3 ovens.

In the first quarter of 2002, the Company expanded its direct
sales and marketing efforts. As a result of slower than
anticipated sales of ovens the Company has taken actions to
reduce the level of fixed overhead. In the second quarter of
2002, the Company closed its United Kingdom office and reduced
its sales personnel. Subsequently, the Company recorded a charge
to earnings associated with the closing of this office and
reduction in staff. During the third quarter of 2002, the
Company made the decision to close its New York office upon the
expiration of the current lease and consolidate all activities
into the Company's Dallas office. Subsequently, the Company
recorded a charge to earnings associated with the closing of
this office and reduction in staff. These changes will result in
monthly cost savings which may be offset in part by the
Company's increased use of outsourced support services and
possible new employees. The Company does not currently
anticipate any significant increases in lease payments or any
other long-term fixed obligations from current levels during the
remainder of fiscal 2002.

In July 2002, the Company issued a promissory note in the amount
of $1,000,000 to Grand Cheer Company LTD, a principal
stockholder of the Company, which is secured by 350 C-3 ovens.
The Company was to pay approximately $2,800 per oven within five
days of receipt of cash from the sale of the ovens.
Approximately 150 ovens were sold and cash was received but no
payment was made to Grand Cheer. The note was due on October 15,
2002. The note also provided that if the Company did not repay
the note in full by October 15th, 2002, all remaining unvested
warrants (666,667 warrants) previously granted to Grand Cheer
would immediately vest. The Company incurred a non-cash finance
charge of $200,000 which was payable upon the maturity of the
note as a result of a reduction in the exercise price from $1.20
to $1.00 for 1,000,000 warrants previously issued to Grand Cheer
upon its purchase of the Company's Series B Convertible
Preferred Stock. The $200,000 finance charge was recorded as
interest expense during the third quarter of 2002. The Company
is currently in default of this promissory note and is
negotiating the restructuring of the loan, which is currently
due and payable. The Company believes that it will be able to
restructure the terms of this loan, however, there are no
assurances that this will occur or that the terms of the
restructured loan will be beneficial to the Company. Failure to
restructure the loan would have a material adverse effect on the
Company, which could include, among other things, repossession
by Grand Cheer of the unsold ovens, which were pledged as
collateral for the loan.

The Company anticipates the need currently to obtain additional
sources of funding in order to continue its ongoing operations.
However, no assurances can be made that the Company will
actually obtain the necessary funding to finance its operations.
A failure to obtain additional funding would have significant
adverse effects on the Company. All of the above factors raise
substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


TYCO INT'L: Will Publish First Quarter Results on January 22
------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, LSE: TYI, BSX: TYC) will be
reporting its first quarter results before the market opens on
Wednesday, January 22, 2003. The Company will hold a conference
call for investors at 8:30 am EST.  The call can be accessed in
three ways:

    -- At the following Web site:
       http://investors.tycoint.com/medialist.cfm
       A replay of the call will be available through Tuesday,
       January 28, 2003 at the same Web site.

    -- By telephone dial-in with the capability to participate
       in the question and answer portion of the call. The
       telephone dial-in number for the participants in the
       United States is: (888) 428-4479.  The telephone
       dial-in number for the participants in International
       locations is: (651) 291-0344.  Due to capacity
       limitations on the part of its teleconference service
       provider, the number of lines available is limited. If
       these lines have reached their limit, investors will need
       to call the "listen-only" number provided below.

    -- By telephone dial-in to participate in a "listen-only"
       mode. The telephone dial-in number for the participants
       in the United States is: (866) 254-5937.  The telephone
       dial-in number for the participants in International
       locations is: (612) 326-0025.  The participants' code for
       all callers is: 670434. Investors who do not intend to
       ask questions should dial this number directly.

The replay is scheduled to be available at 1:45 PM on
January 22, 2003 until 11:59 PM on January 28, 2003.  The dial-
in numbers for the replay are as follows: Domestic (U.S.) (800)
475-6701.  International: (320) 365-3844.  The replay access
code for all callers is: 670435.

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

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


UNION ACCEPTANCE: Reaches Interim Settlement with MBIA Insurance
----------------------------------------------------------------
Union Acceptance Corporation (OTC Bulletin Board:UACAQ) reached
an interim settlement with MBIA Insurance Corporation in respect
to its adversary proceeding against MBIA in connection with
UAC's pending Chapter 11 Bankruptcy proceeding. The interim
agreement was approved by the U.S. Bankruptcy Court in an agreed
order on January 7, 2003.

Under the interim agreement, UAC has dismissed its proceeding
against MBIA without prejudice. In addition, MBIA and UAC have
agreed that UAC will continue as servicer of UAC's MBIA-wrapped
securitization and warehouse portfolios at least through
March 31, 2003. MBIA would be permitted to terminate this
standstill period on seven days notice if UAC's cash
availability were to fall below $1.5 million. Both parties have
reserved all rights following termination of the standstill
period.

MBIA currently wraps all 18 of UAC's outstanding securitizations
and its Bank of America warehouse portfolio of approximately
$300 million in receivables. UAC sold approximately $200 million
of receivables held under its warehouse facility with Wachovia
Securities on December 18, 2002 and has indicated its intention
to pursue a sale of the Bank of America warehouse as well.

"We are pleased with our discussions with MBIA," said Lee Ervin,
president and chief executive officer of Union Acceptance
Corporation. "Our dialogue continues with MBIA, and we are
hopeful that all open issues can be amicably resolved."

"With the completion of the sale of our Wachovia-warehoused
portfolio last month, our cash position has improved," Ervin
continued. "Our cash reserves should remain well above the
minimum we have stipulated with MBIA and should be sufficient
for our working capital needs as we work through the
reorganization process."

UAC also announced that its employee retention plan was approved
by the Bankruptcy Court on January 8, 2003. The plan provides
certain financial assurances to encourage current employees to
remain with the company through the reorganization process. "We
are pleased that we were able to work with our creditors to
provide this important safeguard for our valuable employees,"
commented John M. Eggemeyer, chairman of Union Acceptance
Corporation.

Union Acceptance Corporation is a specialized financial services
company headquartered in Indianapolis, Indiana. The company's
primary business is the servicing of automobile retail
installment sales contracts representing primarily late model
used, and to an extent, new automobiles purchased by customers
who exhibit favorable credit profiles. Union Acceptance
Corporation commenced business in 1986 and became an independent
public corporation in 1995. By using state-of-the art technology
in a highly centralized servicing environment, Union Acceptance
enjoys one of the lowest cost servicing structures in the
independent prime automobile finance industry.


UNITED AIRLINES: Receives Court Approval of Wage Concession
-----------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
received a ruling from the bankruptcy court that will allow the
company to implement interim wage reductions of approximately
$70 million a month beginning January 2003 for all of its union
groups. Friday's ruling will keep the company on track to meet
debtor-in-possession financing covenants and will provide more
time for collaborative discussions between the company and its
unions regarding the long-term transformation necessary to
emerge successfully from Chapter 11.

As previously announced, United's pilots, flight attendants,
dispatchers and meteorologists ratified wage reduction proposals
earlier this week that will now go into effect. The court's
order imposes wage reductions on the company's employees
represented by the International Association of Machinists,
which did not agree to the wage reduction proposals. The wage
reductions will remain in effect until the earlier of a final
agreement on modifications to the collective bargaining
agreements or May 1, 2003, subject to further proceedings before
Judge Wedoff.

"Now that we have received court approval to take the immediate
steps necessary to stabilize our cost structure, we can devote
our attention to working with our unions on the longer-term
imperatives currently facing the company. From the outset of
this process, it has been United's objective to make the
necessary changes in a collaborative way. We thank our unions
and employees for making the immediate sacrifices necessary for
us to be able to continue discussions on the long-term changes
needed to re-shape United into a strong and vibrant competitor,"
said Glenn F. Tilton, chairman, president and chief executive
officer.

The wages of United's management and salaried employees were
reduced effective Dec. 16, 2002, and additional cost-saving
measures will be implemented later this month. Court approval is
not required for reductions affecting these employees.

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

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


UNITED AIRLINES: Obtains Stay Relief to Pursue $100MM Tax Refund
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the Court to lift
the automatic stay to pursue two separate proceedings currently
pending before the United States Tax Court.

On November 23, 1998, the Debtors filed a petition in the Tax
Court seeking a determination that they made tax overpayments in
certain years.  The case is entitled UAL Corp. v. Commissioner,
U.S. Tax Court Docket No. 18573-98.  On July 13, 2001, the Tax
Court issued an opinion in the Debtors' favor -- holding that
the Debtors were entitled to be reimbursed for the overpayments.  
On December 6, 2002, the Debtors filed with the Tax Court a
settlement stipulation, including calculations for the
overpayments.  The Tax Court has not yet entered a decision.

On December 12, 1999, the Debtors filed a second petition in the
Tax Court, also claiming tax overpayments in previous years.  
The case is captioned UAL Corp. v. Commissioner, U.S. Tax Court
Docket No. 15931-99.  The Internal Revenue Service conceded
defeat and the parties filed another stipulation agreeing that
$54,700,000 was due to the Debtors in this second proceeding.
The Stipulation promulgated that the repayments be assessed and
immediately paid to the Debtors.  The decision was entered by
the Tax Court on December 9, 2002, without knowledge of these
Chapter 11 proceedings.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, points out
that the Debtors' Chapter 11 proceedings began after the Tax
Court had entered the First Stipulation and after the Second
Stipulation had been filed, but prior to the Tax Court's entry
of a decision on the Second Matter.  The Tax Court contends that
Section 362(a)(8) of the Bankruptcy Code prohibits it from
entering a decision in Tax Case I and that the Tax Court's entry
of a decision in Tax Case II violated the automatic stay.  The
Debtors and the IRS have been asked by the clerk's office at the
Tax Court to prepare a joint motion to vacate the Decision.

The Decision in Tax Case II should result in a tax refund,
including interest, of approximately $100,000,000.  The Debtors
incorporated this sum into their business plan and intended to
use it during the upcoming weeks to help fund operations.  Given
its size, the refund will be valuable to the Debtors' estates.

The Debtors want the Court to modify the automatic stay so they
and the IRS can proceed and the Tax Court can enter all
necessary orders so the IRS may pay the Debtors its refund.

                           *     *     *

After due deliberation, Judge Wedoff permits UAL to collect the
overpayment refund. (United Airlines Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


US AIRWAYS: Passenger Service Workers Ratify Labor Cost Pact
------------------------------------------------------------
The Communications Workers of America, which represents US
Airways' passenger service workers, ratified a new agreement in
support of the company's cost-cutting efforts.  The vote was
1938-1933 in favor of the agreement.

"[Fri]day's vote by our CWA employees to make additional
sacrifices to help US Airways achieve profitability is an
extremely critical part of our reorganization plan.  Each and
every one of them faced an extremely difficult choice and I
personally thank them for their resolve in ratifying this
agreement," said US Airways President and Chief Executive
Officer David Siegel.


US AIRWAYS: Flight Attendants Ratify Additional Contract Cuts
-------------------------------------------------------------
The Association of Flight Attendants, representing US Airways'
cabin-crew employees, ratified an agreement to further cut costs
in support of the company's efforts to restructure and emerge
from Chapter 11 in March 2003. The agreement was ratified by a
2,704 to 2,157 vote.

"Our flight attendants have shown great judgment in ratifying
this cost- cutting agreement. Their support of our restructuring
brings us that much closer to emergence from Chapter 11," said
US Airways President and Chief Executive Officer David Siegel.
"I am grateful to each and every US Airways flight attendant for
their past and continuing contributions."

                         *    *    *

US Airways flight attendants, represented by the Association of
Flight Attendants, AFL-CIO, ratified a package of more contract
concessions in the face of management threats to shut down and
liquidate the airline.

Because of the threat of liquidation and possible loss of all US
Airways employees' jobs, a majority of the AFA US Airways Master
Executive Council voted to recommend that flight attendants vote
"FOR" the contract changes. Sixty-four percent of eligible
flight attendants voted, with 55 percent voting "FOR" the new
cuts.

"We've given wage, benefit and work rule cuts. We're paying
significantly more for our health care, bringing home less in
our paychecks and now with these latest cuts we must spend more
time away from home just to earn the reduced pay we agreed to
after the initial round of cuts in August 2002," said AFA US
Airways MEC President Perry Hayes.  "We've done more than our
fair share to keep this airline running.

"Dr. Bronner and his management team said these cuts are what
they need to succeed," Hayes said. "It's time for management to
deliver."

More than 50,000 flight attendants at 26 airlines, including
7,000 at US Airways, join together to form AFA, the world's
largest flight attendant union. Visit
http://www.afausairways.org

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


VIZACOM INC: Achieves Key 2002-2003 Restructuring Plan Goals
------------------------------------------------------------
Vizacom Inc. (OTCBB:VIZY.OB), a provider of comprehensive
information technology product and service solutions, achieved
several corporate objectives relating to its 2002-2003
restructuring initiative.

These objectives include utilizing $400,000 from a recently
completed sale of its Harvard trademark to decrease its bank
debt, raising approximately $600,000 in private financing,
closing on a $2.5 million credit line with a commercial finance
company, and settling a lawsuit with its largest creditor.

In addition, the Company's PWR subsidiary restructured debts
aggregating approximately $300,000 for longer-term payouts and
discounted settlements. The Company's Board of Directors has
appointed a new Board Chairman, Douglas Greenwood, and a new
board director, Mark Barbera, both principals of the Company's
Investment Banking firm.

Commenting on the restructuring, Alan W. Schoenbart, the
Company's Chief Financial Officer stated: "We have been and will
continue to be focused on improving our balance sheet
fundamentals and executing on an integrated financing plan that
will strengthen the Company and provide the capital to implement
our business plan. Our success to date represents significant
steps towards that goal."

           PWR Completes Key Projects in Wireless
          Networking and Forms Strategic Alliances

In the fourth quarter of 2002, The Company's PWR Systems
subsidiary completed several wireless network installations. The
Company began to move into the market for corporate wireless
solutions in the second half of 2002. It has continued to expand
its WiFi network on Fire Island, New York, to enhance its
wireless service offerings.

PWR also formed two strategic alliances that it expects will
enhance its competitiveness and provide additional revenue
generating opportunities particularly in the market for business
wireless services. The alliances are with:

     -- American VoD, a next generation provider of video-on-
demand solutions and other specialized interactive services for
new media, entertainment and corporate markets. Under terms of
the alliance, PWR will provide procurement and integration
services to VoD, enabling VoD to install larger, more
sophisticated broadband-based video content delivery and
management solutions for its customers. In October 2002, PWR
recorded revenues on its first contract with VoD. Kenneth T.
Chin, Chairman of American VoD, stated: "We are pleased that
this alliance with PWR Systems allows us to focus on creating
solutions for our customers and deploying them in a more
efficient manner."

     -- Pocket Solutions, Inc., the manufacturer of the
"CoverUP" screen cover for PDA's to provide logistical and order
processing services.

In December 2002 Vizacom placed its Vizy Interactive NY
subsidiary (a/k/a Renaissance Multimedia Inc.), whose operations
were discontinued in November 2001, into Chapter 7 bankruptcy.

Vizacom Inc., with a total shareholders' equity deficit of about
$4.5 million at September 30, 2002, is a provider of
comprehensive information technology product and service
solutions. Vizacom develops and provides to leading global and
domestic companies a range of solutions, including: multimedia
products; systems and network development and integration;
state-of-the-art managed and co-location services; and data
security solutions. Vizacom attracts top, established companies
as clients, including: Verizon Communications, WPP Group, and
Viacom. Visit http://www.vizacom.com  

American VoD is a next generation provider of video-on-demand
solutions and other specialized interactive services. Its multi-
talented team has over sixty years of combined technical and
creative experience in the digital interactive services field
and can offer its customers a wide spectrum of convergent
digital media products guaranteed to meet their satisfaction.

American VoD is one of the first companies to provide a complete
working solution for IP technology and broadband-based video
content delivery and management services for new media,
entertainment and corporate markets using proprietary and non-
proprietary tools. American VoD has the expertise to provide
end-to-end video-on-demand (VoD) solutions to the broadband
network service market, including Integrated Communications
Providers ("ICP's") and other businesses that require or utilize
digital video application services. American VoD is well
positioned to be the leader in providing superior, turnkey
digital media solutions and content management services to this
marketplace.


WESTAR ENERGY: Inks Pact with ONEOK to Sell Some Preferreds
-----------------------------------------------------------
ONEOK, Inc., (NYSE: OKE) entered into an agreement with Westar
Energy, Inc., (NYSE: WR) and its wholly owned subsidiary, Westar
Industries, Inc., to repurchase a portion of the shares of
ONEOK's Series A Convertible Preferred Stock held by Westar at
the prevailing market price, less certain costs and to exchange
Westar's remaining shares of Series A Convertible Preferred
Stock for new shares of ONEOK's Series D Convertible Preferred
Stock.  The repurchase and related transactions are subject to
approval by the Kansas Corporation Commission and other
conditions, including the receipt by ONEOK of proceeds from
future equity or other financing transactions.

David Kyle, ONEOK's chairman, president and chief executive
officer, said, "This agreement removes the uncertainty regarding
Westar's ownership position in ONEOK.  It represents the
positive efforts on the part of the new leadership team at
Westar and in particular their President and Chief Executive
Officer, Jim Haines.  Together we have crafted an agreement that
we believe addresses our needs and theirs.  We believe that this
transaction will ultimately have the effect of increasing our
market capitalization and eliminating the use of an accounting
pronouncement (EITF Topic No. D-95) that has impacted our
earnings calculation resulting in a lower reported earnings per
share.

"This action, along with our recent acquisition of the Texas Gas
Service Company, the third largest gas distribution company in
Texas, and the divestitures of some of our natural gas midstream
assets and reserves allows us to move with greater confidence
into 2003."

ONEOK has agreed to file a shelf registration statement,
following completion of the repurchase and the exchange, to
register for resale all the Series D Convertible Preferred
shares held by Westar and 4.7 million shares of ONEOK common
currently held by Westar.  The timing of sales of the Westar
stock will be governed by a new Registration Rights Agreement
entered into between ONEOK and Westar.

The Series D Convertible Preferred Stock will have substantially
the same terms as the Series A Convertible Preferred Stock,
except that:

     -- The Series D Convertible Preferred Stock will have a
        fixed quarterly cash dividend of 23.125 cents per share,
        as declared by ONEOK's board of directors;

     -- The Series D Convertible Preferred Stock will be
        redeemable by ONEOK at any time after August 1, 2006,
        (subject to possible extension for 90 days) in the event
        that the closing price of ONEOK Common Stock exceeds $25
        for 30 consecutive trading days; the per share
        redemption price will be $20;

     -- Each share of Series D Convertible Preferred Stock will
        be convertible into one share of ONEOK common stock,
        subject to adjustment for stock splits, stock dividends,
        reverse stock splits or any transaction with comparable
        effects; and

     -- Westar Industries may not convert any shares of Series D
        Convertible Preferred Stock held by it unless the annual
        per share dividend for the ONEOK common stock for the
        previous year is greater than 92.5 cents per share and
        such conversion would not subject ONEOK to the Public
        Utility Holding Company Act of 1935.

ONEOK and Westar Energy have also agreed to amend the terms of
their existing Shareholder Agreement and Registration Rights
Agreement.  The new agreements will not be effective until the
repurchase and the exchange are completed.  Under the new
agreements:

     -- Westar will be prohibited from acquiring any additional
        securities of ONEOK.

     -- Westar may make private sales of shares as long as each
        sale involves less than five percent of ONEOK's
        outstanding common shares (assuming conversion of the
        Series D Preferred Stock to be sold) and is made to
        an owner of less than five percent of ONEOK's
        outstanding common shares.  Westar may make public sales
        in any broad underwritten offering under the shelf
        registration statement.

     -- Westar will have the right to designate one ONEOK board
        member.

     -- Westar will not be obligated to sell into stock
        repurchases by ONEOK.

     -- The new Shareholder Agreement will terminate if
        Westar's, or any affiliate's beneficial ownership falls
        below 10 percent of ONEOK's outstanding common shares
        (assuming conversion of the Series D Convertible
        Preferred into ONEOK common).

     -- The top-up rights, dilutive issuance rights and buy/sell
        option provided for in the previous Shareholder
        Agreement are eliminated in the new agreement

ONEOK, Inc., is a diversified energy company involved primarily
in oil and gas production, natural gas processing, gathering,
storage and transmission in the mid-continent areas of the
United States.  The company's energy marketing and trading
operations provide service to customers in 28 states.  The
company is the largest natural gas distributor in Kansas and
Oklahoma and the third largest in Texas, operating as Kansas Gas
Service, Oklahoma Natural Gas and Texas Gas Service, serving 1.9
million customers.  ONEOK is a Fortune 500 company.
    
Westar Energy's March 31, 2002, balance sheet shows a working
capital deficit topping $1 billion.


WHEELING-PITTSBURGH: Steel Deal Good for Byrd Bill Application
--------------------------------------------------------------
Wheeling-Pittsburgh Steel President and CEO James G. Bradley
said that the steel industry is being transformed into a
healthier, more competitive industry following the announcements
earlier this week that International Steel Group and United
States Steel have made separate bids to obtain the assets of
Bethlehem Steel Corporation and National Steel Corporation,
respectively.

Bradley said that based on media reports, the agreement between
ISG and the United Steelworkers of America will help the
domestic steel industry, including Wheeling-Pittsburgh Steel,
better compete in global steel markets. The agreement between
ISG and the USWA must still be ratified by ISG's union-
represented employees.

"The USWA has shown that it is committed to a healthy domestic
steel industry that can compete on a global basis," Bradley
said.  "What is occurring between the union and ISG will also
benefit Wheeling-Pittsburgh Steel in its application for an
Emergency Steel Loan Guarantee.

"Wheeling-Pittsburgh Steel is an ideal candidate for a Byrd Bill
loan guarantee," Bradley said.  "We have a plan to invest in
technology that significantly reduces our costs of steel
production that we use for our metal processing businesses,
while improving our ability to react to changing market
conditions.  The states of West Virginia and Ohio have already
shown their confidence in our application by participating in
the loan guarantee.  If it is ratified, the labor agreement with
ISG sets a pattern that can only improve our cost structure and
manufacturing flexibility."

The company's plan to emerge from bankruptcy calls for it to
replace an aging blast furnace with a state-of-the-art electric
arc furnace, to install automatic roll changers at its 80" hot
strip mill and to make improvements at its finishing mills.

"We believe that while consolidation is inevitable and will help
strengthen the steel industry, there also will be room for
smaller companies that have viable niche strategies," Bradley
said.  "Our plan calls for a focus on new, less capital-
intensive technology, on continued quality and productivity
improvements and on growth in our metal processing businesses.

"This plan, when coupled with a competitive labor cost
component, will help ensure that when we emerge from bankruptcy
protection we will be on sound footing.  My goal for Wheeling-
Pittsburgh Steel is not to merely emerge from bankruptcy, but
for this company to be a viable, competitive company for the
long haul," Bradley said.


WHEELING-PITTSBURGH: Plan's Claim Classification and Treatment
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates
estimate that administrative claims will aggregate approximately
$160,000,000 as of December 31, 2002, excluding amounts payable
under the DIP Facility and other postpetition secured claims.

Under the Debtors' Plan, each holder of an Administrative Claim
that is allowed will be paid in cash, in full, on the later of:

       (a) the Effective Date of the Plan; and

       (b) the date the Administrative Claim becomes Allowed.

Requests for payment, unless previously filed, must be filed and
served on the Reorganized Debtors under procedures to be
specified.  If a holder is required to serve a written request
and does not do so timely, the Debtors explain that the
Administrative Claim will be deemed discharged as of the
Effective Date of the Plan.  Professionals filing a Fee Claim
for services rendered to the Debtors prior to the Effective
Date, with the exception of ordinary course professionals, must
file and serve an application for final allowance of the Fee
Claim no later than 60 days after the Effective Date.

No requests for payment need be made by the DIP Lenders and
other postpetition secured claims.

However, the holder of a given Administrative Claim may be
treated on less favorable terms, and Administrative Claims
representing liabilities incurred by the Debtors in the ordinary
course of their business during these cases will be paid by the
Reorganized Debtors in accordance with the terms and provisions
of the particular transactions and related agreements.

Class              Payment
-----              -------
N/A - Admin        Paid in full, in cash
      Claim

1  - Priority     The Debtors will pay the full amount of the
                   Allowed Claim on the later of the Effective
                   Date or the date the Claim is allowed; or
                   upon other less favorable terms as may be
                   agreed.

2  - Misc.        On the Effective Date, at the Debtors'
      Secured      option:

                   a) the Debtors will cure any default for
                      which cure is required by the Bankruptcy
                      Code;

                   b) the Plan does not alter any rights of the
                      claimholder; or

                   c) payment upon other less favorable terms as
                      may be agreed.

3  - IRB          On the Effective Date, at the Debtors'
      Secured      option:

                   a) the Debtors will cure any default for
                      which cure is required by the Bankruptcy
                      Code;

                   b) the Plan does not alter any rights of the
                      claimholder; or

                   c) payment upon other less favorable terms as
                      may be agreed.

                   The Debtors caution that the "treatment of
                   IRB Claims is still being analyzed".

4  - Secured      On the Effective Date, a pro rata share of
      Noteholder   $15,000,000 in cash.  In addition, on and
                   after the Effective Date, additional
                   distributions from any Unclaimed Property
                   or distributions allocated to claims later
                   disallowed.

5  - Unsecured    On the Effective Date:
      WPC Claims
                   a) a pro rata share of $25,000,000 in cash,
                      and

                   b) a pro rata share of the New Secured Notes.
                      In addition, on and after the Effective
                      Date, additional distributions from any
                      Unclaimed Property or distributions
                      allocated to claims later disallowed.

6  - Noteholder   On the Effective Date, from Reorganized WPC a
      Guaranty     pro rata share of an unspecified number of
                   shares of New Common Stock constituting 40%
                   of the New Common Stock.  The right to later
                   participate in any Unclaimed Property or
                   distributions allocated to claims later
                   disallowed.

7  - Unsecured    On the Effective Date, a pro rata share of an
      WPSC         unspecified number of shares of New Common
      Claims       Stock.  The right to later participate in any
                   Unclaimed Property or Distributions allocated
                   to claims later disallowed.

8  - Convenience  All Claims that would otherwise be classified
                   in Classes 5, 6 or 7, which were filed or
                   scheduled for, or were reduced prior to the
                   Confirmation Date to an amount not yet
                   specified or less.  Each person holding an
                   Allowed Claim in Class 8 will be paid the
                   full amount of the Allowed Claim in cash on
                   the later of: (a) the Effective Date, or
                   (b) the date on which the Claim becomes
                   allowed.

9  - Intercompany Before the Effective Date, all WPC Claims
                   against its directly or indirectly owned
                   subsidiaries will be contributed by WPC,
                   directly or indirectly, to the capital of
                   the subsidiary; same with WPSC and its
                   subsidiaries.  Therefore, on the Effective
                   Date, all other Class 9 Claims then
                   outstanding will be deemed expunged and
                   extinguished.

10  - Penalties    No distribution.  On the Effective Date, all
                   Class 10 Claims then outstanding will be
                   deemed expunged and extinguished.

11  - Old Equity   The Claims of Holders of Old Subsidiary
      in           Common Stock will be fully reinstated.
      Subsidiaries

12  - Old Equity   A pro rata share of $10,000 and all Class 12
      in WPC       Interests then outstanding will be
                   extinguished.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WORLDCOM INC: Seeks Go-Signal to Reject 530 Telecom Circuits
------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that Worldcom Inc., and its debtor-affiliates purchase
certain telecommunications services pursuant to tariffs filed by
incumbent and competitive local exchange carriers in accordance
with the Telecommunications Act of 1996.  Tariffs are schedules
of rates, terms and conditions, by which LECs agree to provide
services to their customers.  Tariff services are purchased by
submitting a contract known as an access service orders to the
LEC.

Since the Petition Date, Ms. Fife tells the Court that the
Debtors have reviewed the operating capacity of its network.
This network rationalization process is an ongoing component of
the Debtors' long-range business plan.  The Debtors determined
that it does not require the capacity relating to 530 circuits
purchased through the service orders purchased under tariffs.
The circuits and associated service orders are with Ameritech,
Bell South, Pacific Bell, Qwest, Southwestern Bell, and Verizon.
In determining to reject the service orders, the Debtors
considered network capacity, costs, overlap and other
inefficiencies, as well as their ability to move traffic to
alternative circuits in a more cost-effective manner.

Accordingly, the Debtors seek the Court's authority to reject
the service orders associated with the 530 circuits.

Ms. Fife relates that the Debtors currently have no traffic on
the circuits purchased under the service orders, in which they
incur $496,102 in monthly charges.  Thus, the circuits provided
under the service orders are unnecessary and costly to the
Debtors' estates.  By rejecting the service orders, the Debtors
will save $5,953,224 in administrative expenses per annum or
$8,928,000 for the remainder of the term of the service orders
for capacity that they do not need or use. (Worldcom Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   

DebtTraders says that Worldcom Inc.'s 7.25% bonds due 2008
(WCOE08USR2) are trading at about 25 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE08USR2
for real-time bond pricing.


W.R. GRACE: Taps Woodcock Washburn for Indiana Patent Suit
----------------------------------------------------------
The W.R. Grace Debtors ask Judge Fitzgerald to authorize their
employment of Woodcock Washburn LLP as special litigation
counsel to intervene in a case styled David B. Bartholic and
Intercat, Inc. v. Nol-Tec Systems, Inc., pending in the United
States District Court for the Northern District of Indiana.  The
Debtors want to intervene in the Intercat patent infringement
suit in order to protect a significant part of their business.

The Intercat suit commenced on October 18, 2002.  Intercat
alleges that Nol-Tec is inducing infringement, or contributing
to the infringement, of U.S. Patent No. 5,389,236 issued
February 14, 1995.  Intercat is seeking damages for willful
infringement, as well as preliminary and permanent injunctive
relief.  No alleged direct infringer is identified in Intercat's
complaint, and none of the Debtors are currently parties to the
Intercat suit.  However, the Intercat suit may directly affect
Grace's business.

The Debtors are the leading suppliers of fluid cracking
catalysts and additives to petroleum refiners around the world.  
In 2001, the Debtors' revenues for sales of catalysts were in
excess of $600 million, or 36% of the Debtors' consolidated,
worldwide revenues for 2001.  Since 1997, Nol-Tec has been the
Debtors' most important supplier of catalyst loading equipment
in the United States.  Nol-Tec catalyst loaders are used by oil
refiners to introduce fluid cracking catalyst additives into so-
called "FCC Units" which are physically located at the petroleum
company's refinery.  Crude petroleum is chemically cracked in
those FCC units during the process of refining the petroleum
into gasoline for use in motor vehicles.  The FCC Additives are
introduced into FCC units in order to reduce nitrous oxide and
sulfur dioxide emissions in motor vehicle exhausts which would
otherwise be released into the atmosphere.  Nol-Tec sells
catalyst loaders to the Debtors, and the Debtors either sell or
lease the loaders to refiners.

The Patent which Intercat alleges has been infringed in the
Intercat suit contains claims, among other matters, for a method
of controlling the addition of a catalyst into an FCC unit in
order to maintain a given concentration of the catalyst in the
FCC unit and thereby produce a desired performance from the FCC
unit.  In its Complaint against Nol-Tec in the Intercat suit,
Intercat alleges that, by selling catalyst loaders to refiners,
Nol-Tec is inducing refiners to infringe the methods claimed in
the Patent, or is contributing to such infringement by the
refiners.  Although Debtors are not directly mentioned in the
Complaint, Nol-Tec sells the Debtors loaders of the kind charged
in the Complaint with infringement, which the Debtors supply to
refiners as part of the Debtors' FCC catalyst and additives
business.  In addition to damages for alleged willful
infringement by Nol-Tec, the plaintiffs are seeking a
preliminary and a permanent injunction which would prohibit the
sale of catalyst loaders to the Debtors and other companies
which, in turn, lease or sell such loaders to refiners.

The Debtors are in the process of investigating the factual
bases for the Plaintiffs' infringement action.  Based upon its
review to date, the Debtors have no information which would
indicate either that the Patent is being directly infringed by a
refiner or that Nol-Tec is inducing infringement or is
contributing to infringement by any refiner.  A party cannot be
liable for inducing or contributing to infringement in the
absence of direct infringement by a third party.

The Debtors are concerned, however, that Nol-Tec may not have
sufficient strategic interest in catalyst loader production to
incur the costs of defending the Indiana infringement action.  
If the action were pursued through trial and appeal, the
litigation could cost in excess of one million dollars to
defend.  The Debtors are concerned that Nol-Tec could attempt to
settle Intercat's action by either agreeing not to sell loaders
to the Debtors, or by agreeing not to contest Intercat's motion
for an injunction against the sale of catalyst loaders to the
Debtors and other third parties.  Even if Nol-Tec is willing to
incur defense costs, the issuance of a preliminary or permanent
injunction against Nol-Tec by the Indiana court could cut off
the supply of these catalyst loaders to the Debtors.  In
addition, even if an injunction were not granted, refiners may
nonetheless refuse to accept any catalyst loaders from the
Debtors without extensive indemnifications by the Debtors
against future infringement claims by Bartholic and Intercat.

The Debtors further believe that it is reasonably likely that
any settlement of the Indiana action by Nol-Tec would put
Intercat into a position by which it could offer inducements to
refiners to purchase catalysts or FCC Additives from Intercat by
offering Intercat catalyst loaders at greatly reduced cost to
the refiner and/or a free license under the Patent if the
refiner purchasers the Intercat catalyst or additive.  
Accordingly, even though a refiner might otherwise wish to
purchase catalysts or FCC Additives from the Debtors, Intercat
could charge a price for a license under the Patent that was
prohibitively expensive to the refiner.  The Debtors view this
threat as a serious one which may lead to the loss of revenues
from the sale of FCC Additives to refiners.

If Nol-Tec does settle Intercat's action, neither the issue of
which refiners, if any, might be directly infringing the Patent,
nor the issue of which Nol-Tec catalyst loaders, if any, sold or
leased by the Debtors might constitute indirect infringement of
the Patent, would be resolved.  This would result in a great
deal of uncertainty in the marketplace.  Although the Debtors
could locate a different supplier for different loaders,
prospective customers for FCC Additives may refuse to accept any
catalyst loaders from the Debtors without extensive
indemnification commitments from the Debtors.  Alternatively, a
refiner may choose simply to buy FCC Additives from Intercat to
avoid any controversy regarding catalyst loaders.  Similar
considerations would apply to existing refinery customers for
the Debtors' FCC Additives.  The Debtors view this threat as a
serious one which could lead to the loss of revenues from the
sale of FCC Additives to refiners.

As a consequence, the Debtors believe it is in their best
interest and the best interests of their estates to retain
Woodcock to intervene on the Debtors' behalf in the Intercat
suit in order to protect against the strategic threat posed by
that suit.  The Debtors estimate that he attorneys' fees to be
incurred by Woodcock to represent the Debtors if intervention is
permitted are likely to be in excess of $1,000,000, depending on
whether the case goes to trial.

                       Compensation

The Debtors propose to compensate Woodcock on an hourly basis at
its customary rates for services rendered.  The primary
partners, associates and paralegals of Woodcock who will be
handling this matter, and their current standard hourly rates
are:

             Attorney/Paralegal               Hourly Rate
             ------------------               -----------
             Gary H. Levin                      $435
             David R. Bailey                    $360
             Frank T. Carroll                   $250
             Karen M. Whitney                   $190
             Cathy Branka                       $145

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.  Other attorneys or
paralegals may from time to time serve the Debtors in the matter
for which Woodcock's retention is sought.

Gary H. Levin avers that Woodcock does not represent or hold any
interest adverse to the Debtor in the matters on which the firm
is to be retained, and is a disinterested party.  However, Mr.
Levin discloses relationships with the Debtors in the last ten
years:

     (a) Defense of a patent infringement filed against W. R.
         Grace & Co. by DuPont Company for alleged infringement
         of a patent directed to a method of making
         photopolymerizable sheet materials used for production
         of printing plates;

     (b) A patent infringement action against Intercat, Inc.
         related to Intercat's infringement of a patent directed
         to a catalytic additive used in fluid catalytic
         cracking processes (Mr. Levin adds that the subject
         matter of this past infringement action is related to
         the action for which this application is made);

     (c) A patent infringement action against ZapatA Industries
         originating as a declaratory judgment action by
         ZapatA for infringement of a patent directed to
         sealing compositions containing oxygen scavenging
         materials for use in beer bottling;

     (d) Numerous matters relating to analysis and rendering of
         opinions of third-party patents where such patents have
         had the possibility of affecting the Debtors' actual or
         proposed operations, and analysis of possible
         infringement of the Debtors' patents or
         misappropriation of the Debtors' trade secrets.
         Several such analyses are currently being conducted on
         behalf of the Debtors. None of these analyses involves
         or has involved parties-in-interest in the Debtors'
         chapter 11 cases.

Mr. Levin advises that, while Woodcock was paid prior to the
Petition Date for its services, the firm has no pre-petition
claim for services or expenses.  Further, none of the fees paid
to Woodcock represents payments for legal services in connection
with the preparation or filing of these chapter 11 cases.

However, Woodcock has represented Sealed Air Corporation, a
member of the Unsecured Creditors' Committee, in a patent
infringement action, and has provided opinions on patent matters
to Sealed Air in areas.  The firm currently represents Sealed
Air in the prosecution of several patent applications before the
United States Patent and Trademark Office.  None of these
matters was or is adverse to the Debtors or their affiliates,
and none was or is related to or involves or has involved a
party-in-interest in the Debtors' chapter 11 cases. (W.R. Grace
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Actuant Corp            ATU         (44)         294       18
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC         (938)       8,901     (634)
Alaris Medical          AMI         (47)         573      129
Alliance Resource       ARLP        (47)         291       (2)
Amazon.com              AMZN     (1,440)       1,637      286
American Standard       ASD         (90)       4,831      208
Amylin Pharm Inc.       AMLN         (3)          63       47
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127       17
Avon Products           AVP         (46)       3,193      428
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caremark Rx, Inc.       CMX        (772)         874      (31)
Chippac Inc.            CHPC        (23)         431      (18)
Choice Hotels           CHH         (64)         321      (28)
Dun & Brad              DNB         (20)       1,431      (82)
Echostar Comm           DISH       (778)       6,520    2,024
Expressjet Holdings     XJT        (214)         430       52
Gamestop Corp.          GME          (4)         607       31
Gartner Inc             IT           (5)         824       18
Graftech International  GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Hollywood Entertainment HLYW       (113)         718     (271)
Imclone Systems         IMCL         (5)         474      295
Inveresk Research Group IRGI         (7)         302     (115)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Level 3 Comm Inc.       LVLT        (65)       9,316      642
Ligand Pharm            LGND        (58)         117       22
Medical Staffing        MRN         (33)         162       55
Mega Blocks Inc.        MB          (37)         106       56
Moody's Corp.           MCO        (304)         505       12
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (86)         473       68
Playtex Products        PYX         (44)       1,105      108
Proquest Co.            PQE         (45)         628     (140)
RH Donnelley            RHD        (111)         296        0
Saul Centers Inc.       BFS         (24)         346      N.A.
Sepracor Inc.           SEPR       (314)       1,093      727
Solutia Inc.            SOI        (113)       3,408     (495)
United Defense I        UDI        (166)         912      (55)
Valassis Comm.          VCI         (66)         363       10
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***