TCR_Public/030116.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 16, 2003, Vol. 7, No. 11    

                          Headlines

A NOVO BROADBAND: Hires Kroniesh Lieb Special as Corp. Counsel
ADELPHIA COMMS: Committee Wins Nod to Hire Saybrook as Advisors
ADVANCED GLASSFIBER: Wins Final Nod to Access $11M DIP Financing
ALLEGHENY ENERGY: Bank Lenders Extend Waivers Until January 31
ALLMERICA FINANCIAL: AM Best Lauds Company's Recent Transactions

AMERICAN PAD: Seeks Court's Nod to Hire Gardere Wynne as Counsel
AMES DEPARTMENT: Court Approves Wind-Down Auction Procedures
ANC RENTAL: Wants to Sell Fort Myers Property for Over $1 Mill.
APPLIED EXTRUSION: Will File Tardy Form 10-K Within Two Weeks
ARIS CANADA: Canadian Court Appoints Ernst & Young as Receiver

ARMSTRONG HOLDINGS: AWI Balks at Carlino Dev't $34-Million Claim
BAM! ENTERTAINMENT: Lowers Revenue Guidance for Fiscal Q2 2003
BESTNET COMMS: Nov. 30 Working Capital Deficit Widens to $530K
BETHLEHEM STEEL: Makes Further Amendment to $450MM DIP Financing
BUCKEYE STEEL: Auction Set for Feb. 11 in Fast-Paced Chapter 11

CALYPTE BIOMEDICAL: Special Shareholders' Meeting Set for Feb 14
CENTENNIAL HEALTHCARE: UST Appoints Official Creditors Committee
CENTERPOINT ENERGY: Sets Annual Shareholders' Meeting for May 7
CENTERPOINT FUNDING: Fitch Junks Rating on Class M Notes
CIENA CORP: Tender Offer for 5% Conv. Subordinated Notes Expires

CLASSIC COMMS: Uncertain When 1st Amended Plan Will Take Effect
COMMANDER AIRCRAFT: Retains David L. Finger as Delaware Counsel
COMMUNITY HEALTH PLAN: Agrees to Enter into Voluntary Run-Off
COMMUNITY HEALTH SYSTEMS: Will Acquire Southside Medical Center
CONSECO FINANCE: Enstar Contributes $10MM to JCF CFN Investment

CONSECO INC: Brings-In Baker Botts as Special Litigation Counsel
CREDIT SUISSE: S&P Assigns Low-B Ratings to Six Note Classes
DENNY'S CORP: Commences Exchange Offer for 12-3/4% Senior Notes
DIGITAL TELEPORT: Offers Unsecured Creditors 82.5% to 90%
ENRON CORP: Has Until Year-End to Make Lease-Related Decisions

EXIDE TECHNOLOGIES: Equity Panel Wins Nod to Hire CFA as Advisor
FEDERAL-MOGUL: Court OKs Bederson as Future Rep's Fin'l Advisors
FIREBRAND FIN'L: Cash Resources Insufficient to Meet Obligations
FOCAL COMMS: Hires Miller Buckfire to Provide Financial Advice
FRISBY TECHNOLOGIES: Board Elbows-Out Greg Frisby as Company CEO

GENUITY INC: Gains Nod to Pay $10-Million Level 3 Break-Up Fee
GLOBUS INT'L: Arthur Yorkes Expresses Going Concern Doubt
GRUMMAN OLSON: Gets Court Nod to Tap Baker & Daniels as Counsel
IDEALAB: Investors File Revised $725MM Suit to Dissolve Company
INTRAWEST CORP: Says Resorts Broke Holiday Attendance Records

KAISER ALUMINUM: Affiliates' Case Summary & Largest Creditors
KAISER: Has Until May 12 to Move Actions to Delaware Court
KMART CORP: New Plan Excel Talks About Impact of Store Closings
LISANTI FOODS: US Trustee Appoints 7-Member Creditors' Committee
LUCENT TECHNOLOGIES: Reaches Tentative Agreements with CWA Union

MALAN REALTY: Kmart to Close Store in Company's Portfolio
MED DIVERSIFIED: Sun Infuses $3.4 Million of Working Capital
MOSAIC GROUP: Signs-Up Testa Hurwitz as Non-Bankruptcy Counsel
NANOPIERCE TECHNOLOGIES: Inks Agreement with Avery Dennison
NATIONAL CENTURY: Court Fixes April 22, 2003 as Claims Bar Date

NATIONAL STEEL: Wants Approval to Sell Substantially All Assets
NEWCOR INC: Concludes Solicitation of Acceptances of Joint Plan
NIAGARA FRONTIER: Case Summary & 40 Largest Unsecured Creditors
NORTEL NETWORKS: Wins Contract to Build CDMA Network in Taiwan
NTL INC: Expresses Disagreement with Nasdaq Decision

ONE PRICE CLOTHING: Commences Trading on Nasdaq SmallCap Market
ONTZINC CORP: Completes Debt Settlement via Equity Swap
OWENS CORNING: Wants Nod for OCI to Create Non-Debtor Subsidiary
PACIFIC GAS: Gains Okay to Hire Keker & Van as Special Counsel
PACIFICARE: Expands into 7 Western States with New Dental Plans

PETROLEUM GEO-SERVICES: Uses 30-Day Grace Period for Payments
PINNACLE ENTERTAINMENT: Appoints Stephen Capp as EVP and CFO
PRESIDENT CASINOS: Net Capital Deficit Widens to $47 Million
PROVIDIAN FIN': Will Publish Q4 & Full-Year Results on Jan. 30
QWEST: Inks Exclusive Marketing Pact with Forest City Stapleton

RAND MCNALLY: Mapmaker Eyes Prepackaged Chapter 11 Filing
SANRISE INC: Sells DataVault Business to ManagedStorage Int'l
SASKATCHEWAN WHEAT: Noteholders Nix Restructuring Proposal
SBC COMMS: Seeks FCC Approval to Offer Long Distance in Nevada
SEDONA CORP: Completes $1.2-Mill. Financing Package Arrangement

SEVEN SEAS PETROLEUM: Files for Chapter 11 Protection in Texas
SIERRA PACIFIC: Requests to Maintain Rates at Current Levels
TERADYNE INC: Posts $424MM Net Loss on $333MM Sales in Q4
TESORO PETROLEUM: Fitch Further Downgrades Low-B Ratings
TYCO INTERNATIONAL: Appoints Bruce Gordon as New Board Member

UNITED AIRLINES: Brings-In Poorman-Douglas as Claims Agent
UNITED PAN-EUROPE: Section 341 Meeting Set for January 28, 2003
US AIRWAYS: Subsidiary Demands 600% Cost Increase in Health Care
US AIRWAYS: Urges Court to Approve GECC Global Settlement Pact
VIASYSTEMS GROUP: Court Confirms Prepackaged Chapter 11 Plan

WESTAR ENERGY: Appoints Mark A. Ruelle as New EVP and CFO
WHEELING-PITTSBURGH: New Securities to be Issued Under Plan
WORLDCOM: Hillsborough Sheriff Wants Prompt Decision on Contract

* Cadwalader Names Five Special Counsel in London and NY Offices

* DebtTraders' Real-Time Bond Pricing

                          *********

A NOVO BROADBAND: Hires Kroniesh Lieb Special as Corp. Counsel
--------------------------------------------------------------
A Novo Broadband, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Kroniesh
Lieb Weiner & Hellman LLP as Special Corporate Counsel.

The Debtor relates that Kroniesh Lieb has acted as the Debtor's
prepetition counsel and gained extensive familiarity with the
Debtor's business affairs. KLWH's professionals have worked
closely with the Debtor's management and are familiar with the
Debtor's corporate history and debt structure.

As special corporate counsel, Kroniesh Lieb is expected to:

      (a) Assist the Debtor in any efforts to sell assets or
          raise investment capital, or engage in any similar
          capital markets activities;

      (b) Provide the Debtor with any advice needed in
          connection with federal securities laws, including
          filings with the SEC, NASDAQ and/or similar exchanges;

      (c) Advising and counseling the Debtor in connection with
          the negotiation and drafting of corporate
          documentation in connection with a sale of assets, the
          funding of a plan of reorganization, credit
          agreements, debt instruments, registration rights
          agreements, and other similar corporate documents and
          agreements; and

      (d) Provide such other general corporate advice to the
          Debtor relevant to its corporate activities arising in
          or outside of bankruptcy as may be needed, so long as
          there is no unnecessary duplication of efforts with
          the activities of the Debtor's bankruptcy counsel,
          Young Conaway Stargatt & Taylor, LLP.

Kroniesh Lieb's current customary hourly rates are:

               partners                $425 to $600 per hour
               associates              $205 to $400 per hour
               paralegal personnel     $170 per hour

The principal attorneys and paralegals at Kroniesh Lieb
presently designated to represent the Debtor and their current
standard hourly rates are:

          Russell Berman (partner)           $550 per hour
          James A. Beldner (partner)         $495 per hour
          Robert Boghosian (special counsel) $400 per hour
          Gregory G. Plotko (associate)      $235 per hour

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


ADELPHIA COMMS: Committee Wins Nod to Hire Saybrook as Advisors
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Adelphia
Communications and its debtor-affiliates obtained the Court's
authority to retain Saybrook Restructuring Advisors, LLC as its
financial advisors, nunc pro tunc to August 22, 2002.

The Equity Committee expects Saybrook to provide financial
advisory and investment banking services, including:

   A. General Financial Advisory Services:

      -- review and analyze the business, management,
         operations, properties, financial condition and
         prospects of the Debtors;

      -- review the assumptions underlying the business plans
         and cash flow projections for the assets involved in
         any potential transaction;

      -- determine the reasonableness of the Debtors' projected
         performance;

      -- monitor, evaluate and report to the Equity Committee
         with respect to the Debtors' near term liquidity needs,
         material operational changes and related financial and
         operational issues;

      -- review and analyze all material contracts and
         agreements;

      -- identify contracts and agreements that may be
         disadvantageous to the interests of the Debtors' equity
         security holders;

      -- assist in procuring and assembling any necessary
         validations of asset values; and

      -- provide ongoing assistance to the Equity Committee and
         the Equity Committee's legal counsel.

   B. Investment Banking/Restructuring Services:

      -- evaluate the Debtors' capital structure and make
         recommendations to the Equity Committee with respect to
         the Debtors' efforts to reorganize their business
         operations and confirm a Plan;

      -- advise and assist the Equity Committee in analyzing
         alternative reorganization strategies;

      -- review and analyze any and all plans of reorganization
         and disclosure statements submitted to the Court for
         approval;

      -- evaluate the proposed Plan structure for the Debtors to
         ascertain its impact on the recovery available to all
         shareholders;

      -- in connection with the Plan, advise and assist the
         Equity Committee in connection with the structuring by
         the Debtors of any new securities to be issued to
         creditors and Shareholders in full or partial
         satisfaction of the creditors' or Shareholders' claims
         or interests;

      -- provide ongoing analysis of the Debtors' financial
         condition, business plans, capital spending budgets,
         operating forecasts, management and the prospects for
         their future performance;

      -- review and provide analysis of any valuations of the
         Debtors, as a whole and by system or other business
         unit, on a going concern basis and on a liquidation
         basis;

      -- review and provide analysis of any proposed disposition
         of any material assets of the Debtors or any offers to
         purchase some or substantially all of the Debtors'
         assets;

      -- assist, if necessary, in the formation of a financing
         team, including third party professionals;

      -- assist and participate in negotiations on behalf of the
         Equity Committee and other constituents with the
         Debtors or any groups affected by a Plan;

      -- assist the Equity Committee in preparing documentation
         required in connection with supporting or opposing a
         Plan; and

      -- at the Equity Committee's request and in conjunction
         with the Debtors' advisors, identify and pursue:

         a. potential buyers for the Debtors and its systems,
            and

         b. potential new money investors.

In exchange of these professional services, Saybrook will charge
these fees:

   A. Initial Fee: A $150,000 initial financial advisory cash
      fee will be due and paid by the Debtors' estates after the
      Court's approval of this Application;

   B. Monthly Fee: A $150,000 monthly cash fee payable on the
      22nd day of each month during the term of Saybrook's
      engagement starting on August 22, 2002, with Saybrook to
      be paid with respect to all Monthly Advisory Fees incurred
      from August 22, 2002 after approval of this application;
      and

   C. Transaction Fee: A transaction fee equal to the maximum
      of:

      -- $3,000,000 after the effective date of a Plan by which
         the Company emerges from Chapter 11; or

      -- the sum of:

         a. $4,000,000, if each class, pursuant to the Plan, of
            preferred shareholders either approves or is
            unimpaired under a confirmed Plan, plus

         b. $5,000,000, if either the class of class A common
            shareholders by affirmative class vote approves, or
            the class of class A common shareholders are not
            impaired by the Plan and at least four of the five
            largest holders of class A common shareholders do
            not oppose confirmation of the Plan;

         provided, however, that the Transaction Fee will be
         reduced by 50% of the amount by which the aggregate
         Monthly Fees earned and paid prior to August 30, 2003,
         exceed $1,000,000; and provided, further, that to the
         extent the Transaction Fee paid exceeds 3% of actual
         value, as of the effective date of the Plan, of
         recoveries pursuant to the Plan by equity holders, then
         the Transaction Fee will be limited to 3% of the value
         distributed to equity holders; and provided, however,
         that the Transaction Fee will never exceed 3% of the
         distribution to equity security holders, and in the
         event that there is no distribution to these holders
         under a plan, then the Transaction Fee will be zero.

Judge Gerber orders that the fees to be paid to Saybrook
pursuant to the terms of the Engagement Letter will be subject
to the standard of review provided in Section 328(a) of the
Bankruptcy Code and not subject to any other standard of review
under Section 330 of the Bankruptcy Code; provided however, that
the Office of the United States Trustee will retain the right to
object to any interim or final fee application filed by Saybrook
on any ground provided for under the Bankruptcy Code, the
Bankruptcy Rules, or any Local Rules or Orders of the Court; and
provided further, however, that the U.S. Trustee, the Debtors,
the Objecting Lenders and the Official Committee of Unsecured
Creditors appointed in these cases will have the right, after
notice to Saybrook and counsel for the Equity Committee and an
opportunity for these parties to be heard, to seek
reconsideration of the specific terms of Saybrook's retention in
the event that any of these parties in good faith determines
that circumstances have sufficiently changed to warrant
reconsideration.

Judge Gerber also authorizes the Debtors to indemnify and hold
harmless Saybrook and its affiliates, their directors, officers,
agents, employees and controlling persons, and each of their
successors and assigns, pursuant to the indemnification
provisions of the Engagement Letter but subject to these
conditions:

  A. All requests of Indemnified Persons for payment of
     indemnity, contribution or otherwise pursuant to the
     indemnification provisions of the Engagement Letter will be
     made by means of an interim or final fee application and
     will be subject to the approval of, and review by, the
     Court to ensure that the payment conforms to the terms of
     the Engagement Letter, the Bankruptcy Code, the Bankruptcy
     Rules, and Local Bankruptcy Rules, and the orders of this
     Court, and is reasonable based on the circumstances of the
     litigation or settlement in respect of which indemnity is
     sought, provided however, that in no event will an
     Indemnified Person be indemnified or receive contribution
     in the case of bad faith, self-dealing, breach of fiduciary
     duty, if any, gross negligence or willful misconduct on the
     part of that or any other Indemnified Person;

  B. In no event will an Indemnified Person be indemnified or
     receive contribution or other payment under the Engagement
     Letter if the Debtors, their estates, or the Equity
     Committee assert a claim for, and the Court determines by
     final order that the claim arose out of bad faith, self-
     dealing, breach of fiduciary duty, if any, gross
     negligence, or willful misconduct on the part of that or
     any other Indemnified Person; and

  C. In the event an Indemnified Person seeks reimbursement for
     attorneys' fees from the Debtors pursuant to the Engagement
     Letter, the invoices and supporting time records from these
     attorneys will be annexed to Saybrook's own interim and
     final fee applications, and these invoices and time records
     will be subject to the United States Trustee's guidelines
     for compensation and reimbursement of expenses and the
     approval of the Bankruptcy Court under the standards of
     Section 330 of the Bankruptcy Code without regard to
     whether the attorney has been retained under Section 327 of
     the Bankruptcy Code. (Adelphia Bankruptcy News, Issue No.
     26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.50% bonds due 2004 (ADEL04USR1) are
trading at about 41 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for real-time bond pricing.


ADVANCED GLASSFIBER: Wins Final Nod to Access $11M DIP Financing
----------------------------------------------------------------
Advanced Glassfiber Yarns LLC, one of the largest global
suppliers of glassfiber yarns used in a variety of electronic,
industrial, construction and specialty applications, announced
that at its January 6, 2003 scheduled hearing date, the Company
received final Bankruptcy Court approval for various of its
initial motions designed to maintain the efficiency of day to
day business operations while the company is reorganizing under
Chapter 11 of the U.S. Bankruptcy Code.

AGY filed a voluntary petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code on December 10, 2002.

As anticipated, the Court granted the Company final approval to
borrow up to $11 million under its Debtor-In-Possession (DIP)
Financing Facility with Wachovia Bank, N.A. The Company
previously announced that it had obtained interim approval of
borrowings under the DIP facility pending final approval at the
January 6, 2003 hearing. Chief Restructuring Officer Marc
Pfefferle said, "We are extremely pleased that a final DIP
facility is now in place and was approved by the Bankruptcy
Court on a fully consensual basis." Pfefferle noted, "While some
changes were made from the interim DIP facility initially
proposed in order to reduce transaction fees and to address
questions raised by certain parties-in-interest, the Company's
net liquidity position remains unchanged."

Pfefferle also said, "We are pleased with the support being
given to the Company by our customers and our vendors. This
support is a direct result of the efforts of our employees, who
continue in their commitment to provide the highest quality
yarns and services to our customers."


ALLEGHENY ENERGY: Bank Lenders Extend Waivers Until January 31
--------------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) said that, based on
substantial progress made in negotiations with lenders, its
subsidiaries, Allegheny Energy Supply Company, LLC, and
Allegheny Generating Company, have sought and received
extensions on waivers from bank lenders under their credit
agreements.

The Company previously announced that these subsidiaries had
received waivers, which extended through January 14, 2003, from
their bank lenders with regard to certain covenants contained in
their credit agreements. These waivers have now been extended
through January 31, 2003.

Allegheny Energy and its subsidiaries are continuing discussions
with bank lenders under these and other facilities, as well as
with other lenders and trading counterparties, regarding
outstanding defaults, required amendments to existing
facilities, and additional secured financing. As the Company
noted in previous news releases, if it is unable to successfully
complete negotiations with these lenders, including arrangements
with respect to inter-creditor issues, it would likely be
obliged to seek bankruptcy protection.

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


ALLMERICA FINANCIAL: AM Best Lauds Company's Recent Transactions
----------------------------------------------------------------
This rating commentary follows Allmerica Financial Corp.'s
announcement outlining a series of strategic transactions, which
were completed by management in the fourth-quarter 2002 and
those anticipated in the first quarter 2003.  A.M. Best Co.
views the actions taken by Allmerica Financial Corporation
(Worcester, MA) (NYSE: AFC) positively, as regards to improving
the statutory capitalization of its life/annuity insurance
companies. Among the transactions announced by Allmerica are:

     --  an expected $106 million increase to statutory capital
following the reinsurance of its traditional universal life
insurance block to John Hancock;  

     --  an expected $90 million increase to statutory capital
following the retirement of a portion of its long-term funding
agreements at less than book value;  

     --  an expected $40 million increase to statutory capital
(including a $20 million contribution from AFC) due to a new
guaranteed minimum death benefit mortality reinsurance
agreement. A.M. Best notes that the market risk in its variable
annuity products is not removed in this agreement; and  
     
     --  the "flip" of its life/annuity insurance subsidiaries,
while not bringing new capital into the group, does relieve some
of the regulatory risk associated with the previous structure.
In addition, both life companies will now operate under the same
regulatory body, the Massachusetts Insurance Department.  

A.M. Best plans to conduct a comprehensive review of AFC's
financial strength and debt ratings following the release of its
full year-end financial results.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com

                         *    *    *

As reported in Troubled Company Reporter's Tuesday Edition,
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.

          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.


AMERICAN PAD: Seeks Court's Nod to Hire Gardere Wynne as Counsel
----------------------------------------------------------------
American Pad & Paper LLC seeks the U.S. Bankruptcy Court for the
Eastern District of Texas' authority to retain the firm of
Gardere Wynne Sewell LLP of Dallas, Texas as their bankruptcy
counsel, effective as of the Petition Date.

In preparing for this case, Gardere has become familiar with the
Debtor's businesses and affairs and many of the potential legal
issues which may arise in the context of this Chapter 11 case.

Gardere will be paid on an hourly basis for legal services.  
The principal attorneys and paralegals presently designated to
represent the Debtor and their standard hourly rates are:

          Deirdre B. Ruckman          $425 per hour
          Michael P. Cooley           $210 per hour
          Anders Gibson               $150 per hour
          Pamela Lewis                $140 per hour

The professional services that Gardere will render to the Debtor
include:

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

      (b) preparing and pursuing confirmation of a plan and
          approval of a disclosure statement;

      (c) preparing on behalf of the Debtor necessary
          applications, motions, answers, orders, reports and
          other legal papers;

      (d) appearing in Court and protecting the interests of the
          Debtor before the Court; and

      (e) performing all other legal services for the Debtor
          which may be necessary and proper in these
          proceedings.

American Pad & Paper, LLC, manufacturer and distributor of
writing pads, filing supplies, retail envelopes and specialty
papers, filed a 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.


AMES DEPARTMENT: Court Approves Wind-Down Auction Procedures
------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates obtained
Court's approval to implement their proposed notice and bidding
procedures in connection with the series of auctions that they
may conduct with respect to the sale of their remaining fee-
owned properties, the unexpired leases, and the Designation
Rights of one or more of the unexpired leases or fee-owned
property.

The Auction Notice will set forth detailed bidding procedures
for a particular Auction.  The Notice will be provided at least
12 days before each auction to parties who:

  (i) expressed interest in the property subject to the
      Auction;

(ii) in the discretion of the Debtors -- after consulting
      Kimco and the statutory creditors' committee -- may be
      Interested in acquiring the property to be auctioned; and

(iii) may be affected by the disposition of the property,
      including lessors, lienholders, holders of reciprocal
      easement agreements, and mortgages.

The Auction Notice may be advertised in appropriate publications
designed to provide adequate notice of a particular Auction.
Each Auction Notice will also be filed electronically with the
Court at least 12 days before that particular Auction.

All Auctions will be held at the offices of Weil, Gotshal &
Manges LLP at 767 Fifth Avenue in New York -- or other location
as may be identified by the Debtors before the Auction -- with
date and time as specified in the Notice.  Auctions may be
adjourned from time to time, without further notice.

            Auctions Will Follow One Bidding Protocol

All Auctions will be in accordance with these bidding
procedures:

-- A written bid on any Asset must be submitted by any bidder
    so as to be actually received no later than two days before
    the Auction by the Debtors' attorneys:

              Weil, Gotshal & Manges LLP
              767 Fifth Avenue
              New York, New York 10153
              Attn: Martin J. Bienenstock, Esq. and
                    Deryck A. Palmer, Esq.
              Tel. No.: (212) 310-8000; Fax: (212) 310-8007

    With copies to:

           (a) Ames Realty II, Inc.
               2418 Main Street
               Rocky Hill, Connecticut 06067-2598
               Attn: Rolando de Aguiar
                     Tel. No. (860) 257-2072
                     Fax: (860) 563-8560); and

                     David H. Lissy
                     Tel. No.: (860) 257-2578
                     Fax: (860) 257-5160;

           (b) Kimco Funding LLC
               3333 New Hyde Park Road
               Suite 100
               New Hyde Park, New York, 11042
               Attn: Raymond Edwards
               Tel. No. 516-869-2586; Fax: 516-869-7117; and

           (c) Otterbourg, Steindler, Houston & Rosen P.C.
               230 Park Avenue
               New York, New York 10169-0075
               Attn: Scott Hazan, Esq.
               Tel. No. (212) 661-9100; Fax: (212) 628-6104.

-- All Bids must include these documents:

    (1) a written offer for the purchase of one or more Assets
        that must include and separately allocate the amount
        being offered for each Asset.  The offer must expressly
        state that the Bidder's offer is irrevocable until the
        earlier to occur of:

              (i) the Closing; or

             (ii) 30 days after the last date of the Auction;

    (2) a certified check for the Deposit;

    (3) an executed and fully completed copy, per Asset or
        package of Assets, of the Asset Purchase Agreements.
        In the case of a landlord bidding on its own Unexpired
        Lease or package of Unexpired Leases and wishing to
        have the Unexpired Leases terminated, an executed and
        fully completed copy, per Unexpired Lease or package
        of Unexpired Leases, of the Lease Termination
        Agreement, including the provision for cash payment in
        excess of the landlord's Credit Bid for cure amounts;

    (4) with the exception of a landlord bidding on its own
        Unexpired Lease, written evidence of available cash or
        other evidence of the bidders' ability to consummate
        the transaction and evidence of adequate assurance of
        future performance;

    (5) a completed bidder registration statement; and

    (6) any other information related to the proposed business
        to be conducted at the premises that the Debtors may
        reasonably request in advance, including, without
        limitation, the proposed use of each premises covered
        by an Unexpired Lease in the Bidder's offer.

-- ONLY BIDDERS WHO ARE EXPRESSLY INVITED TO PARTICIPATE IN
    THE AUCTION AND THAT HAVE SUBMITTED A QUALIFIED BID WILL BE
    ELIGIBLE TO PARTICIPATE IN THE AUCTION, unless the Debtors
    waive this requirement.

    To be a "Qualified Bid," a Bid will:

      (i) include each of the Required Bid Documents;

     (ii) be a good faith, bona fide offer to purchase one or
          more Assets for cash only.  The purchase price for
          each Asset must be separately stated.  However, those
          Bids that do not separately allocate a price for each
          respective Asset will not be considered a Qualified
          Bid, unless the Debtors agree to waive this
          Requirement;

    (iii) not include any due diligence or financing
          contingency; and

     (iv) be actually received by the Bid Deadline.

    Each Bidder for an Unexpired Lease, other than a landlord
    bidding for its own Unexpired Lease, must be prepared to
    demonstrate to the Debtors its ability to consummate
    promptly and fulfill its obligations under any Unexpired
    Lease, including, without limitation, an ability to provide
    adequate assurance of future performance.

-- Each Bidder will tender a deposit equal to 10% of the Bid
    amount for each Asset it is bidding.  However, a landlord
    will only be required to tender a deposit to the extent the
    Bid amount for a particular Unexpired Lease exceeds the
    landlord's Credit Bid.

    The Deposit will be by certified check payable to Weil,
    Gotshal & Manges LLP, attorneys for the Debtors.  Weil,
    Gotshal will hold in escrow the Deposit of both the first
    and second highest and best Bidder at the Auction until the
    earlier to occur of:

      (a) the Closing; or

      (b) 45 days after the last date of the Auction.

    Weil, Gotshal will return the Deposits of all other Bidders
    within 10 business days of the conclusion of the Auction.

-- The Assets will be transferred on an "as is" and "where is"
    basis, without any representation or warranty of any kind
    by the Debtors.  In addition, the Assets will be sold free
    and clear of any liens, claims, or encumbrances, with the
    liens, claims, or encumbrances, if any, attaching to the
    proceeds of the sale.

-- The Acceptance of each bid is subject to the Court's
    approval of the assumption and assignment of the applicable
    Unexpired Lease.

-- Any of the Assets may be withdrawn from the sale before or
    during the Auction for any reason whatsoever.

-- The Debtors reserve the right to enter into a "Stalking
    Horse Agreement for one or more Assets at any time before
    the date of the Auction, provided that none of the Assets
    covered by a Stalking Horse Agreement will simultaneously
    be covered by another Stalking Horse Agreement.  If a
    Stalking Horse Agreement is entered into before the date of
    the Auction Notice, the Auction Notice will indicate the
    existence of the Stalking Horse Agreement. If a Stalking
    Horse Agreement is entered into subsequent to the date of
    the Auction Notice, the Debtors will announce the terms of
    the Stalking Horse Agreement to other interested parties
    before or at the Auction.

-- For each Stalking Horse Agreement, certain bidding
    protections will apply in the event the Bidder submitting
    the Stalking Horse Agreement is not a Successful Bidder,
    including:

      (i) a break-up fee of up to 2% of the Bid price for each
          Asset set forth in the Stalking Horse Agreement; and

     (ii) the requirement of an initial minimum topping Bid of
          up to 105% of the original Bid price for each Asset
          set forth in the Stalking Horse Agreement.

-- Break-Up Fees and expense reimbursement aggregating $25,000
    or less will not require further notice or Court approval,
    provided, the Asset Purchase Agreement is signed and
    includes no financing contingency and is approved by the
    statutory creditors' committee and Kimco.

-- Before designating an agreement to purchase one or more
    Assets as a Stalking Horse Agreement, the Debtors will
    consult with Kimco and the statutory creditors' committee
    to determine whether:

      (a) the bidder is a Qualified Bidder; and

      (b) the terms of each agreement to be designated are fair
          and reasonable and are in the best interests of the
          Debtors, their estates, and creditors.

-- Other than with respect to the first topping bid, if any,
    all subsequent bidding increments will be determined by the
    Debtors, in consultation with Kimco and the statutory
    creditors' committee.  The bidding increments will be
    announced at the start of the Auction.  The bidding
    increments may be modified by the Debtors during the
    Auction.

-- A Successful Bidder for one or more Assets will supplement
    its Deposit within one business day of the Auction so that,
    to the extent necessary, the Deposit is equal to 10% of its
    Bid for each Asset accepted by the Debtors at the Auction.

-- The closing of the sale of an Asset under an Asset Purchase
    Agreement, or under a Lease Termination Agreement with a
    landlord, will take place at the offices of Weil, Gotshal &
    Manges LLP promptly after the entry of a Court order
    approving:

      (a) the assumption and assignment of an Unexpired Lease;

      (b) the sale of the Fee-Owned Property or Designation
          Rights; or

      (c) the Lease Termination Agreement.

    The Debtors reserve the right to change the location of the
    Closing.

-- The balance of the purchase price will be paid by the
    Successful Bidder -- including a landlord that acquired its
    own Unexpired Lease -- by wire transfer or endorsed bank or
    certified check at the Closing.

-- On the Closing for a particular Unexpired Lease, the
    Successful Bidder will also pay to the Debtors the amount
    set forth in the "Security Deposit" column of the Lease
    Schedule.

-- The Debtors, after consultation with Kimco and the
    statutory creditors' committee, may vary the bidding
    procedures as necessary or desirable for their estates.

                    Lease Termination Procedures

The Lease Termination Procedures include:

-- A landlord will only be permitted to credit bid:

      (i) the amount set forth in the "Prepetition Cure
          Amounts" column of a lease schedule they can
          obtain from the Debtors; less

     (ii) the amount set forth in the "Prepetition Amounts Due
          to Debtors" column of the lease schedule.

    Alternatively, the Debtors may elect to agree to a Credit
    Bid for each Unexpired Lease that is an amount mutually
    acceptable to the Debtors and the landlord with respect to
    the Unexpired Lease.  The landlord will receive a dollar-
    for-dollar credit equal to the Credit Bid when the landlord
    bids for its Unexpired Lease.

-- The Lease Termination Agreement will provide for cash
    consideration or the waiver of any allowed lease claims.

-- An Order approving a Lease Termination Agreement will be
    submitted to the Court, without the necessity of a hearing,
    10 days after a notice of the agreement is sent to the
    affected parties, unless an objection is filed with the
    Court.

-- If an objection to a Lease Termination Agreement is filed,
    the Debtors may schedule a hearing to consider the
    objection. (AMES Bankruptcy News, Issue No. 31; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Wants to Sell Fort Myers Property for Over $1 Mill.
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's approval of the form of agreement and bidding procedures
in connection with the proposed sale of real property located at
13281 Treeline Avenue, Fort Myers, Florida free and clear of any
and all liens, claims, encumbrances and interests and exempt
from any stamp, transfer, recording or similar tax.

Elio Battista, Jr., Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, reports that the property consists of
5.13 acres of land owned by Alamo Rent-A-Car, LLC.  The Property
was utilized by Alamo as a full service care rental facility,
servicing customers of the nearby airport.  Alamo vacated the
Property in May 2001 after the cessation of operations at the
Property.  The Debtors have not used the property since that
time.  The Debtors' real estate department has received numerous
inquiries regarding a possible sale of the Property.  The
Debtors have and are continuing to market the Property with the
assistance of Site Consulting Corp., commercial real estate
advisors.

Mr. Battista relates that in order to implement the sale of the
Property, the Debtors need to establish a procedure governing
the sale so that potential purchasers will have a fair and
adequate opportunity to submit bids pursuant to a process that
should maximize value for the Debtors' estates.

The Debtors propose to implement these Bidding Procedures:

  A. To participate in the bidding process, each person must
     deliver to the Debtors an executed confidentiality
     agreement in form and substance satisfactory to the Debtors
     and current financial statements of the potential bidder
     or, if the potential bidder is an entity formed for the
     purpose of acquiring the Property, current audited
     financial statement of the equity holders of the potential
     bidder of other form of financial disclosure acceptable for
     the Debtors and their professionals demonstrating the
     potential bidder's ability to close the proposed
     transaction;

  B. In order for a bidder to be a qualified bidder, each
     potential bidder must deliver the documents, demonstrate
     the financial capability to consummate the purchase of the
     Property and in the judgment of the Debtors, must be
     reasonably likely to be able to consummate the purchase of
     the Property.  The Debtors will determine in their solve
     discretion whether any potential bidder is a qualified
     bidder;

  C. All bids must be submitted to the Debtors counsel not later
     than 4:00 p.m. on March 10, 2003.  A Bid is a letter from a
     qualified bidder stating that the qualified bidder offers
     to purchase the Property upon the terms and conditions set
     forth in the Purchase Agreement and the qualified bidder's
     offer is irrevocable until the closing of the purchase of
     the Property.  A qualified bidder's bid will be accompanied
     by a good faith deposit in an amount equal to $50,000.  The
     Good Faith Deposit will be delivered to Chicago Title
     Insurance Company to be held in accordance with Purchase
     Agreement.  The Good Faith Deposit, together with any
     interest earned thereon, will be returned to any bidder
     whose Bid is not accepted by the Debtors within three
     business days after the Bid Termination Date.  The Good
     Faith Deposit of the successful bidder, together with any
     interest earned thereon, will be applied to the purchase
     price.  The Bid of a Qualified Bidder will also be
     accompanied by written evidence of a commitment for
     financing or other evidence of ability to consummate the
     proposed transaction satisfactory to the Debtors in their
     sole discretion.

  D. The Debtors will consider a Bid only if:

     -- it provides for consideration of not less $1,099,364
        for the Property;

     -- it is not conditioned on obtaining financing or subject
        to any due diligence contingency by the Qualified
        Bidder; and

     -- it does not request or entitle the Qualified Bidder to
        any break-up or topping fee, termination fee, expense
        reimbursement or similar type of payment.

  E. A bid received from a Qualified Bidder that meets the
     requirements is a "Qualified Bid."  A Qualified Bid will be
     valued based upon these factors

     -- the amount of the Qualified Bid, and

     -- the net value to be provided to the Debtors.

  F. If the Debtors receive more than one Qualified Bid, the
     Debtors will conduct an auction at the offices of Blank
     Rome Comisky & McCauley LLP, 1201 North Market Street,
     Suite 800, Wilmington, Delaware 19801, beginning at 10:00
     a.m. on March 17, 2003, or at a time or other place as the
     Debtors will notify all Qualified Bidders who have
     submitted Qualified Bids.  Only the Debtors, Qualified
     Bidders, any representative of the Official Committee of
     Unsecured Creditors, Congress Financial Corporation, Lehman
     Brothers, Inc. and Liberty Mutual Insurance Company, and
     the professionals and advisors of each of the foregoing,
     will be entitled to attend the Auction.  Only Qualified
     Bidders will be entitled to make any additional bids at the
     Auction.  The opening bid at the Auction will not be less
     than $50,000 higher than the highest Qualified Bid.  All
     bids subsequent to the opening bid at the Auction must
     exceed the prior bid by not less than $50,000.  Bidding
     at the Auction will continue until the highest or best
     offer is determined by the Debtors in their sole
     discretion.  Upon conclusion of the Auction, the Debtors
     will review each Qualified Bid on the basis of financial
     and contractual terms and the factors relevant to the sale
     process, including those factors affecting the speed and
     certainty of consummating the sale with respect to the
     Property, and submit the highest or otherwise best bid for
     approval by the Court at the Sale Hearing.  The Debtors'
     presentation of a particular Qualified Bid to the Court for
     approval does not constitute the Debtors' acceptance of the
     bid.  The Debtors will be deemed to have accepted a bid
     only when the bid has been approved by the Court at the
     Sale Hearing.  Qualified Bids submitted as modified by a
     Qualified Bidder at the Auction will remain open and
     irrevocable through the Bid Termination Date.  Upon failure
     to consummate the sale because of a breach or failure on
     the part of the successful bidder, the Debtors may select
     in their business judgment the next highest or otherwise
     best Qualified Bid to be the successful bid and the Debtors
     will be authorized to effectuate a sale to that bidder
     without further order of the Court.

According to Mr. Battista, the Bidding Procedures, in
conjunction with the marketing services provided SCC, will
effectuate an efficient process through which adequate and
sufficient notice of the sale of the Property will be provided
to result in a fair and reasonable price for the Property
through the auction process. Moreover, Mr. Battista points out,
the Bidding Procedures will allow the Debtors to realize
considerable value from a parcel of real property that the
Debtors have no intention of using. (ANC Rental Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLIED EXTRUSION: Will File Tardy Form 10-K Within Two Weeks
-------------------------------------------------------------
Applied Extrusion Technologies, Inc., (Nasdaq:AETC) was unable
to file its report on Form 10-K for the fiscal year ended
September 30, 2002, by the extended deadline of January 14,
2003. The 2002 10-K has been substantially completed and is
currently in the stage of its final review by the Company's
auditors. The Company expects to be able to file the 2002 10-K
within the next two weeks. As previously announced, the Company
will restate its financial statements for fiscal years 1998
through 2001, and the first three quarters of fiscal year 2002.

The Company is also in the process of closing an amended and
restated credit facility with its lending group, which it
expects to finalize prior to the filing of the 2002 10-K.

Upon filing of the 2002 10-K, the Company plans to issue a
fiscal year 2002 earnings press release and shortly thereafter
to hold a conference call to discuss fiscal year 2002 results.

Applied Extrusion Technologies, Inc., is a leading North
American developer and manufacturer of specialized oriented
polypropylene films used primarily in consumer products labeling
and flexible packaging applications.

                         *    *    *

As reported in Troubled Company Reporter's October 11, 2002
edition, Standard & Poor's affirmed its single-'B' corporate
credit rating on Applied Extrusion Technologies Inc., and
removed the rating from CreditWatch, where it was placed on
July 8, 2002. The outlook is now negative.

Peabody, Mass.-based Applied Extrusion is the leading oriented
polypropylene films producer in North America, with total debt
outstanding of $278 million as at June 30, 2002.

The rating reflects the company's below-average business risk
profile, very aggressive debt leverage, and limited financial
flexibility. The company enjoys a leading share of the OPP
market and benefits from a low-cost position.


ARIS CANADA: Canadian Court Appoints Ernst & Young as Receiver
--------------------------------------------------------------
Aris Canada Ltd., said that upon the application of Aris Vision,
Inc., which is the controlling shareholder and first secured
creditor of the Corporation, the Court of Queen's Bench of
Alberta has appointed Ernst & Young Inc. as the receiver-manager
of the assets and undertaking of the Corporation. This
appointment took effect on January 10, 2003.

As receiver-manager, Ernst & Young Inc., assumes control of all
of the Corporation's ongoing business activities.

The Corporation also announces that Dr. Joe S. Wakil, the sole
director of the Corporation, and Mr. Larry Kearl, the
Corporation's Chief Financial Officer, have resigned their
positions with the Corporation and its subsidiaries and
affiliates.


ARMSTRONG HOLDINGS: AWI Balks at Carlino Dev't $34-Million Claim
----------------------------------------------------------------
Armstrong World Industries and Carlino Development Group, Inc.
were parties to an agreement for the sale of 282 acres of land,
to be acquired in lots over a 10-year period.  After AWI
rejected this contract, Carlino filed a proof of claim for
damages totaling $34,254,844.08, which allegedly resulted from
the contract rejection.

Without any itemization or supporting documentation, Carlino's
claim must fall into these five categories:

       (1) costs incurred prior to the Petition Date;

       (2) costs incurred between the Petition Date and March 2,
           2001, the date on which AWI informed Carlino that it
           would reject the Carlino Contract;

       (3) damages incurred in Carlino's unsuccessful efforts to
           compel AWI to assume the Carlino Contract;

       (4) lost profits; and

       (5) lost business opportunities.

"Although Carlino may be entitled to assert an unsecured claim
for its prepetition out-of-pocket expenses to the extent these
are reasonable and necessary, and incurred in reliance on the
Carlino Contract, and supported by documentation, Carlino has
failed to provide sufficient documentation evidencing its
entitlement to the asserted expenses," Rebecca Booth, Esq., at
Richards Layton & Finger, tells the Court.

Ms. Booth insists that Carlino is not entitled to recover lost
profits and business opportunities based on the breach of
contract for the sale of land.  "It is well settled that, in a
vendee's action against a vendor for breach of a written
contract to convey land, the vendee's right of recovery, if the
vendor acted in good faith, is limited to the down money and
other reasonable expenditures that the vendee has incurred in
reliance on the contract," Ms. Booth explains.  AWI acted
in good faith in rejecting this contract, Ms. Booth asserts.
Furthermore, there is no basis in the Bankruptcy Code for
recovery by Carlino of its litigation costs.  Thus, Carlino is
not entitled to damages other than for its costs and its claim
must be disallowed and expunged. (Armstrong Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BAM! ENTERTAINMENT: Lowers Revenue Guidance for Fiscal Q2 2003
--------------------------------------------------------------
BAM! Entertainment, Inc., (Nasdaq: BFUN) anticipates net
revenues for the 2003 fiscal second quarter ended December 31,
2002 to be in the range of $22 million to $23 million, less than
previous net revenue estimates for the quarter of between $25
million and $30 million, and that it anticipates incurring a
loss for the quarter.

BAM! also announced that it has signed a definitive agreement to
sell the assets and operation of its product development studio
to U.K. developer VIS entertainment Plc. In November, BAM
indicated that it intended to pursue dispensation of its
internal development studio as part of a company-wide
restructuring effort, and that it hoped to find an appropriate
partner to assume the operations of the London-based facility.

The company plans to hold a conference call to discuss its
fiscal second quarter results and update the status of its
previously announced restructuring initiatives. Confirmation,
participation and dial-in details of the conference call and
webcast will be provided within the next two weeks.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly
traded on NASDAQ under the symbol BFUN. More information about
BAM! and its products can be found at the company's Web site
located at http://www.bam4fun.com  

                            *   *   *

In the company's SEC FORM 10-Q filing on November 11, 2002, BAM!
reported that "[D]uring the three months ended September 30,
2002, the Company used cash in operating activities of $2.3
million and incurred a net loss of $8.4 million. As of September
30, 2002, the Company had cash, cash equivalents and short-term
investments of $9.1 million and its accumulated deficit was
$32.0 million. The Company may not have sufficient cash to
continue operations for the next 12 months. In November 2002,
the Company initiated a restructuring of its operations.
Continued negative cash flows create uncertainty about the
Company's ability to implement its operating plan. In addition,
current market conditions present uncertainty as to the
Company's ability to secure financing, if needed, and to reach
profitability.

"If cash, cash equivalents and short-term investments, together
with cash generated from operations are insufficient to satisfy
the Company's liquidity requirements, the Company may seek to
raise additional financing or reduce the scope of its planned
product development and marketing efforts. However, there can be
no assurances as to the availability of additional financing,
the terms of such financing if it is available, or as to the
Company's ability to achieve positive cash flow from operations.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a
reasonable period of time.

"The financial statements do not include any adjustments
relating to the recoverability and classification of assets or
the amounts and classification of recorded liabilities that
might be necessary should the Company be unable to continue as a
going concern."


BESTNET COMMS: Nov. 30 Working Capital Deficit Widens to $530K
--------------------------------------------------------------
BestNet Communications Corp. (OTC Bulletin Board: BESC), a
provider of patented Internet-based communications solutions,
announces the results for the quarter ending November 30, 2002.
In addition, the company is pleased to announce the addition of
three new independent board members.

Revenues for the three months ended November 30, 2002 increased
58% to $300,208, as compared to $189,621 for the same period in
fiscal 2002. Growth was seen across the board in both existing
and new accounts, along with commercial and individual use.

Cost of Goods Sold decreased substantially to $287,764 for the
three months ended November 30, 2002 as compared to $406,437 for
the same period in fiscal 2002. In mid-September 2002, the
Company took over monitoring and maintenance of the entire
network. The decrease in the cost of goods sold is a direct
result of management and maintenance of the network the Company
owns. The Company expects to see continued improvement and
stability in these costs along with improved performance and
quicker response to existing and emerging customer needs. The
Company plans to continue development of applications that will
meet customer needs and grow its revenues.

BestNet's November 30, 2002 balance sheet shows that total
current liabilities exceed total current assets by about
$535,000.

BestNet is also pleased to announce that effective January 15,
2003, the following individuals will join the Board of
Directors: Mr. Chris J. Grant, Principal of Wheaton Illinois
based Grant Associates, LLC; Mr. Randy S. Moore, Chief
Investment Officer of Duluth, Georgia based Network Twenty-One
International; and Mr. James B. Woodcock, President of Executive
Excellence, a Grand Rapids based executive and strategic
consulting firm. These gentlemen will replace and augment the
position previously held by Mr. Herman Haenert, who resigned
effective November 27, 2002. BestNet wishes to thank Mr. Haenert
for his service. The addition of new board members completes a
restructuring of the BestNet board that now consists of two
corporate directors and three independent directors.

Robert A. Blanchard, President and CEO of the company said, "We
continue to see positive trends in our fiscal performance. We
continue to execute our business plan moving our company from a
development focus to operational focus. The individuals named to
our board are well known within their industry and will bring a
level of wisdom, experience and leadership which will help guide
BestNet's growth for the foreseeable future. Each new member has
specific skill and experience pertinent to the our business that
will help us achieve our objectives."

BestNet Communications is an Internet-based provider of long
distance, conference calling and e-commerce communication
services. BestNet's products blend key attributes of the
Internet with traditional telecom technologies, offering a fresh
approach to consumer and business markets.

Under the brand name Bestnetcall -- http://www.bestnetcall.com
-- the patented service offers subscribers premium quality
calls, at significantly lower rates. Calls can also be launched
via the desktop application or handheld devices including
Palm(TM), Pocket PC(R) and Blackberry(TM) and used with any
standard or wireless phone.


BETHLEHEM STEEL: Makes Further Amendment to $450MM DIP Financing
----------------------------------------------------------------
Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that Bethlehem Steel Corporation and its
debtor-affiliates have continued meeting with representatives of
the United Steelworkers of America on an almost daily basis to
consider their request for appropriate modifications to certain
labor agreements, as well as to address a myriad of issues,
including their significant legacy costs and the work rules at
their steel plants.  The Debtors also are actively pursuing
mutual due diligence with International Steel Group to determine
if a sale of their assets to ISG is in the best interests of
their various constituents, including the creditors, customers,
employees and retirees.

During the course of these negotiations, Mr. Tanenbaum informs
the Court that Pension Benefit Guaranty Corporation filed a
complaint with the U.S. District Court for the Eastern District
of Pennsylvania on December 17, 2002, seeking to terminate the
Debtors' pension plan effective December 18, 2002.  PBGC has
also asked the District Court to appoint it as trustee of the
Plan.

After receiving the notice of the action, the Debtors noted that
PBGC's complaint constituted an event of default under their
Revolving Credit and Guaranty Agreement dated October 15, 2002
with GE Capital Corporation, which acts as the administrative
agent for a syndicate of lending institutions.  Mr. Tanenbaum
recounts that the DIP Credit Agreement contained ERISA-related
"termination events" which would result in an "event of default"
under the facility.  The DIP Agreement specifically provides
that a Termination Event will occur if PBGC (i) provides notice
of its intent to terminate the Pension Plan of Bethlehem Steel
Corporation and Subsidiary Companies pursuant to Section 4041(c)
of ERISA; or (ii) institutes proceedings to terminate the Plan
under Section 4042 of ERISA -- which it did.  If a Termination
Event occurs, Mr. Tanenbaum continues, the DIP Agreement
requires the Debtors to remedy it immediately or else it would
trigger an Event of Default under the DIP Agreement, therefore,
enabling GE Capital to execute certain default remedies.

In view of the circumstances, the Debtors and GE Capital, on the
DIP Lenders' behalf, have agreed to amend the DIP Credit
Agreement to provide for a waiver of the Event of Default.  The
Debtors and GE Capital also agreed to preserve the status quo.

After a round of good-faith and arm's-length negotiations, the
Debtors and GE Capital entered into a third amendment and waiver
to the DIP Agreement.  The Debtors now ask the Court to approve
this amendment.

The Third Amendment and Waiver to the Revolving Credit and
Guaranty Agreement provides that:

A. Waiver

   Effective December 27, 2002, the DIP Lenders agreed to waive
   any Event of Default under the DIP Credit Agreement, that
   occurred or may have occurred as a result of PBGC's actions.

B. Event of Default

   An Event of Default will only occur if PBGC will:

    (i) file a notice of lien under the Federal Tax Lien Act or
        otherwise establish a lien priority with respect to any
        Lien under ERISA or Section 412 of the Bankruptcy Code
        against any of the Debtors' property.  However, no Event
        of Default will occur if:

        (a) the Debtors file a motion within 10 days after PBGC
            files a Notice of Lien and ask the Court to nullify
            the Lien; or

        (b) the Court issues an order within 20 days after the
            Debtors file their motion nullifying PBGC's lien;

   (ii) enforce collection of any Lien arising under ERISA or
        Section 412 of the Bankruptcy Code against any property
        of the Debtors; or

  (iii) obtain a Court order granting it relief from the
        automatic stay allowing it to exercise its rights
        and remedies against the Debtors with respect to its
        claims and Liens.

C. Affirmative Covenants

   The period within which the Debtors must provide written
   notice to GE Capital and each of the DIP Lenders of the
   occurrence of any other Termination Event by the PBGC is
   shortened from 10 to five days.  Bethlehem Steel Corporation
   is also required to notify GE Capital and each of the DIP
   Lenders within five days of any Debtor, Guarantor or ERISA
   Affiliate's knowledge of:

   1. PBGC's filing of a Notice of Lien, or intention to file,
      of any Notice of Lien;

   2. PBGC's establishment, or intention to establish, a
      priority with respect to any Lien, arising under ERISA or
      the Bankruptcy Code against any property of any Debtor; or

   3. PBGC's filing of a motion with the Court to establish a
      priority with respect to any lien.

Mr. Tanenbaum contends that the Third DIP Amendment serves a
significant purpose of providing a waiver of an impending Event
of Default under the DIP Credit Agreement, thereby facilitating
the Debtors' ability to have continued unfettered access to
funds necessary to operate their businesses.  "At this key time
when the Debtors are in significant negotiations with the USWA
and ISG, it is critical that there be no interruption to, or
negative impact on the Debtors' relationships with their
customers, suppliers, and other key constituents," Mr. Tanenbaum
says.

The Debtors and GECC have modified the DIP Credit Agreement to
provide that any future events of default relating to actions by
the PBGC are keyed primarily to attempts by the PBGC to assert
or enforce "liens" against assets of the Debtors' estates, and
not simply to effectuate the termination of, and exercise
control over the Plan, Mr. Tanenbaum explains.

The Debtors also seek the Court's permission to pay GE Capital a
$600,000 amendment fee for the DIP Lenders' benefit.  The
Amendment Fee will be payable in cash or other immediately
available funds.

In the event that GE Capital serves as the lead agent in either
(a) a new credit facility for the Debtors on the confirmation of
a reorganization plan; or (b) a new term loan facility for
Columbus Coatings Company to refinance its existing term loan,
Mr. Tanenbaum reports that $300,000 of the Amendment Fee will be
creditable against fees otherwise payable to GE Capital on the
closing of either facility. (Bethlehem Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


BUCKEYE STEEL: Auction Set for Feb. 11 in Fast-Paced Chapter 11
---------------------------------------------------------------
Buckeye Steel Castings Company, Buckeye Holdings Inc., and GSI
Engineering Inc., filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of Ohio, Bankruptcy
Case No. 02-66859, on December 20, 2002.  Kenneth R. Cookson,
Esq., at Dinsmore & Shohl LLP, represents the Debtors.

When the Debtors delivered their chapter 11 petitions to the
Court, they also sought immediate authority to sell
substantially all of its assets, pursuant to 11 U.S.C. Sec. 363,
to the highest and best bidder, free and clear of all liens and
other claims.  Judge Caldwell approved that request, set a
February 11, 2003, auction date and will convene a sale hearing
on February 14, 2003 at 10:00 a.m. in Columbus.  Additionally,
the Debtors sought and obtained an order authorizing
implementation of an Employee Retention Program to incentivize
workers to stay in the Company's employ.

Toby L. Gerber, Esq., at Jenkens & Gilchrist and Ronald E. Gold,
Esq., Frost Brown Todd LLC, represent Bank of America NA,
National City Bank, JP Morgan Chase Bank, PNC Bank, the Debtors'
prepetition lenders.  Under an agreed order, the Lenders consent
to continued use of their cash collateral through the Sale
Hearing.  If the sale fails, the Lenders will actively prosecute
their already-filed motion to convert Buckeye's case to a
chapter 7 liquidation.

The United States Trustee appointed an Official Committee of
Unsecured Creditors on January 6, 2003.  On that same date, the
Debtors delivered comprehensive Schedules of Assets and
Liabilities and Statements of Financial Affairs to the Clerk.  
The U.S. Trustee will convene a general meeting of creditors at
2:00 p.m. on January 27, 2003, at the Franklin County Veterans
Memorial.  At the Debtors' behest, Judge Caldwell fixed February
18, 2003, as the deadline for creditors to file their proofs of
claim.

Buckeye Steel Castings manufactures a wide range of casting
sizes and shapes -- including products for railroad, mass
transit, industrial applications such as steel mills,
earthmoving and a variety of markets.  Founded in 1881, Buckeye
Steel Castings Company is located in Columbus, Ohio.  Buckeye
was sold by Worthington Industries, Inc., to a management group
to a management group that included Key Equity Capital Corp., a
Cleveland, Ohio-based investment firm, in early 1999.  The terms
of the sale were not disclosed at that time.


CALYPTE BIOMEDICAL: Special Shareholders' Meeting Set for Feb 14
----------------------------------------------------------------
A Special Meeting of Stockholders of Calypte Biomedical
Corporation will be held at the Company's headquarters offices
located at 1265 Harbor Bay Parkway, Alameda, California, 94502,
on Friday, February 14, 2003, at 8:00 a.m. local time, for the
following purpose:   

     1.  To amend the Company's Amended and Restated Certificate
of Incorporation to effect an increase in the number of
authorized shares of the Company's common stock from 200,000,000
to 800,000,000.  

Stockholders of record on December 16, 2002 will be eligible to
vote at this meeting. Only stockholders of record at the close
of business on such date will be entitled to notice of and to
vote at the meeting.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Refer to current product package inserts for complete
information on product performance characteristics.

As previously reported in the Troubled Company Reporter,
Calypte's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $7.5 million.


CENTENNIAL HEALTHCARE: UST Appoints Official Creditors Committee
----------------------------------------------------------------
C. David Butler, the United States Trustee for Region 21
appointed a 6-member Official Committee of Unsecured Creditors
in the chapter 11 cases involving Centennial Healthcare
Corporation and its debtor-affiliates.  The six committee
members are:

       1) General Star Indemnity Company
          695 East Main Street
          Stamford, CT 06904
          Attn.: Mark Gardner
          Vice President
          Tel: 203-328-6218
          Fax: 203-328-6150

       2) Omnicare, Inc.
          100 E. Rivercenter Blvd.
          Suite 1500
          Covington, KY 41011
          Attn.: Richard T. Richow
          Director
          Tel: 859-392-3495
          Fax: 859-392-3330

       3) Medline Industries, Inc.
          One Medline Place
          Mundelein, IL 60060
          Attn.: Alex Liberman
          General Counsel
          Tel: 847-949-3015
          Fax: 847-949-2633

       4) Gordon Food Service, Inc.
          420 50th Street, SW
          P. O. Box 2244
          Grand Rapids, MI 49501
          Attn.: Sharon Vet

       5) Enterprise Credit Manager
          Tel: 800-905-3012
          Fax: 616-717-6570
     
       6) Cirelli Foods, Inc.
          970 West Chestnut Street
          Brockton, MA 02301
          Attn.: Raymond L. LeBlanc
          Vice President & CFO
          Tel: 508-897-4411
          Fax: 508-897-4500

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


CENTERPOINT ENERGY: Sets Annual Shareholders' Meeting for May 7
---------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) Board of Directors
announced that the Annual Meeting of Shareholders will be held
on Wednesday, May 7, 2003, at 9 a.m. CDT in the CenterPoint
Energy Plaza auditorium, 1111 Louisiana Street, Houston, Texas.
Shareholders who hold shares of CenterPoint Energy as of
March 10, 2003, will receive notice of the meeting and be
eligible to vote.

CenterPoint Energy, Inc., headquartered in Houston, Texas, and
whose credit ratings and the ratings of its gas distribution
subsidiary have been downgraded by Moody's Investors Service to
Ba1 from Baa2, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation
in Texas.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Missouri, Oklahoma, and Texas.  Assets total nearly $19 billion.  
CenterPoint Energy became the new holding company for the
regulated operations of the former Reliant Energy, Incorporated
in August 2002.  With more than 11,000 employees, CenterPoint
Energy and its predecessor companies have been in business for
more than 130 years.


CENTERPOINT FUNDING: Fitch Junks Rating on Class M Notes
--------------------------------------------------------
Fitch takes the following rating actions on Centerpoint Funding
Company I, LLC, Series 1998-1 and Centerpoint Funding Company I,
LLC 1999-1.

        Centerpoint Funding Company I, LLC, Series 1998-1

     -- Class A notes are rated 'BBB-' and remain on Rating
        Watch Negative.

     -- Class M notes are rated 'C' and are removed from Rating
        Watch Negative.

        Centerpoint Funding Company I, LLC, Series 1999-1

     -- Class A notes affirmed at 'A.'

     -- Class B notes are rated 'BBB-' and remain on Rating
        Watch Negative.

     -- Class C notes are rated 'B' and remain on Rating Watch
        Negative.

     -- Class D notes are downgraded to 'C' from 'CC' and are
        removed from Rating Watch Negative.

In its recent review of the Centerpoint Funding Company I, LLC
1998-1 transaction, Fitch noted continued high delinquency
levels and assessed future losses and the enhancement that would
be available to cover those losses for both classes of notes.
Based on this review, the class A notes remain rated 'BBB-' and
remain on Rating Watch Negative. The class M notes are still
significantly under collateralized due to adverse collateral
performance. Fitch believes that future recoveries will be
insufficient to significantly offset this underwater position.
Therefore, the class M notes remain rated 'C' but are removed
from Rating Watch Negative.

In its review of the Centerpoint Funding Company I, LLC 1999-1
transaction, Fitch noted significantly higher delinquency levels
and analyzed expected losses and the enhancement that would be
available to cover those losses for each class of notes. Based
on this review, Fitch affirmed the rating of the class A notes
at 'A'. The class B notes remain rated 'BBB-' and the class C
notes remain rated 'B'. Both the class B and C notes remain on
Rating Watch Negative due to concerns over continued high
delinquency levels and the negative impact that these
delinquencies may have on remaining enhancement if those
delinquencies ultimately default. The undercollateralized
position of the Class D notes has worsened due to continued
adverse collateral performance and Fitch believes that future
recoveries will be insufficient to offset this underwater
position. Therefore, the class D notes are downgraded from 'CC'
to 'C' and are removed from Rating Watch Negative.

On July 22, 2002 Fitch downgraded all classes of both of these
transactions due to adverse collateral performance and the
deterioration of asset quality. Losses from defaulted leases had
significantly reduced the remaining credit enhancement available
for all classes of notes. The downgrades also reflected Fitch's
concerns regarding the financial condition and servicing
procedures of Centerpoint Financial Services, LLC, then the
servicer of both transactions, and Centerpoint's ability to
continue as servicer and to appropriately service the
transactions.

U.S. Bank Portfolio Services is currently the servicer of both
transactions.

Fitch will continue to closely monitor these transactions and
may take additional rating action in the event of further
deterioration.


CIENA CORP: Tender Offer for 5% Conv. Subordinated Notes Expires
----------------------------------------------------------------
CIENA(R) Corporation (NASDAQ: CIEN), a global leader in
intelligent optical networking systems and software, announced
results of its tender offer for all of the outstanding 5%
Convertible Subordinated Notes due October 15, 2005 originally
issued by ONI Systems Corp. and assumed by CIENA in its
acquisition of ONI Systems Corp. in June 2002. The tender offer
expired at 5:00 p.m., New York City time, on January 13, 2003.

CIENA has been advised by the depositary that $154.7 million in
aggregate principal amount at maturity of notes were validly
tendered and not withdrawn in the tender offer and CIENA has
accepted for purchase all of those notes. The purchase price for
the notes in the tender offer was $900 in cash per $1,000
principal amount, plus accrued and unpaid interest up to, but
not including, the date of purchase. The aggregate purchase
price for all of the notes validly tendered and not withdrawn in
the tender offer will be approximately $139.2 million. As a
result of the tender offer, and assuming purchase of all notes
validly tendered and not withdrawn in the tender offer,
approximately $48.3 million in aggregate principal amount at
maturity of notes will remain outstanding.

CIENA estimates it will save approximately $15.5 million in
future principal payments as a result of this repurchase, as
well as additional interest payments. The Company expects to
record a book loss of approximately $20.6 million in its first
fiscal quarter related to the extinguishment of this debt due to
the fact that the accreted book value of the notes will be less
than the purchase price.

Goldman, Sachs & Co., served as the dealer managers for the
tender offer, State Street Bank and Trust Company of California,
N.A. served as the depositary and Georgeson Shareholder served
as the information agent.

CIENA Corporation's market-leading optical networking systems
form the core for the new era of networks and services
worldwide. CIENA's LightWorks(TM) architecture enables next-
generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at http://www.CIENA.com

                         *    *    *

As reported in Troubled Company Reporter's August 28, 2002
edition, Standard & Poor's lowered the corporate credit
rating on optical telecommunications systems and equipment
provider, Ciena Corp., to single-'B' from single-'B'-plus,
reflecting the company's dramatic decline in sales, and
expectations that business conditions will remain weak over the
intermediate term. Ciena, based in Linthicum, Maryland, had
about $990 million in total debt outstanding as of July 31,
2002. The outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

Although Ciena has sufficient financial assets to meet its
operating requirements over the intermediate term, business
prospects are highly uncertain.


CLASSIC COMMS: Uncertain When 1st Amended Plan Will Take Effect
---------------------------------------------------------------
As previously reported, on November 13, 2001, Classic
Communications, Inc. and its subsidiaries filed voluntary
petitions for protection under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. On December 27, 2002, the Court entered
its Findings of Fact, Conclusions of Law, and Order Confirming
the First Amended Plan of Reorganization pursuant to Chapter 11
of the Bankruptcy Code Jointly Proposed by the Official
Committee of Unsecured Creditors and the Company's Prepetition
Secured Lenders. The Confirmation Order is available for
inspection at the offices of the Clerk of the United States
Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801
and at the online docket located at http://www.deb.uscourts.gov

Although the Court entered the Confirmation Order on
December 27, 2002, the Plan is not yet effective and it is
possible that additional technical amendments could be made to
the Plan prior to effectiveness. In addition, the Company can
provide no assurances as to when, or ultimately if, the Plan
will become effective.

The Company is a cable operator focused on non-metropolitan
markets in the United States. As of September 30, 2001, debtors'
collective system serves approximately 352,596 basic
subscribers, 20,858 premium subscribers and 37,777 digital
subscribers. Classic Communications, Inc., filed for Chapter 11
petition on November 13, 2001 in the U.S. Bankruptcy Court for
the District of Delaware, along with its subsidiaries. When the
Company filed for protection from its creditors, it listed
$711,346,000 in total assets and $641,869,000 in total debts.


COMMANDER AIRCRAFT: Retains David L. Finger as Delaware Counsel
---------------------------------------------------------------
Commander Aircraft Company, asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ and
retain the firm of David L. Finger, P.A., as its Delaware
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, David L. Finger, P.A. 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 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
        reviewing 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.

Additionally, David L. Finger, P.A. will be associated with
Chung & Press, P.C., the Debtor's proposed bankruptcy attorneys
who have had considerable experience in matters of this nature
and are capable of rendering the services required.

David L. Finger, P.A., will charge the Debtor $250 per hour plus
reimbursement of necessary out-of-pocket expenses.

Commander Aircraft Company, a wholly-owned subsidiary of
publicly-traded Aviation General, Incorporated, filed for
chapter 11 protection on December 27, 2002.  


COMMUNITY HEALTH PLAN: Agrees to Enter into Voluntary Run-Off
-------------------------------------------------------------
Community Health Plan of the Rockies Inc., which is rated by
A.M. Best at E (Under Regulatory Supervision), has entered into
a voluntary run-off, as part of an agreement with the Colorado
Division of Insurance, BestWire reports.

The agreement with the regulators was made in conjunction with
an offer by GeriMed of America Inc., to acquire the Plan's
35,000-strong Medicaid membership.

In addition, the Plan also agreed to pay creditors in accordance
with the priorities established under receivership, the report
said, citing Janet Byrne, a spokeswoman for the division.   

However, Ms. Byrne told BestWire, this run-off won't affect the
Plan's Medicaid business, as it is separate from its commercial
business.


COMMUNITY HEALTH SYSTEMS: Will Acquire Southside Medical Center
---------------------------------------------------------------
Community Health Systems, Inc., (NYSE: CYH) executed a
definitive agreement for the acquisition of Southside Regional
Medical Center in Petersburg, Va., located 22 miles south of
Richmond. Included in the acquisition are 408-bed Southside
Regional Medical Center, several satellite clinics and two
paramedical educational programs. The transaction, structured as
a lease of real estate and purchase of other assets is subject
to regulatory approvals.

The facility, owned by the Hospital Authority of the City of
Petersburg, is the only hospital in Petersburg and offers a full
range of advanced inpatient and outpatient services. The
agreement provides that Community Health Systems will build a
new hospital in the City of Petersburg.

"We are attracted to Southside Regional Medical Center because
of the strong commitment we have seen from the hospital's board,
management, employees and physicians to providing quality
healthcare to the community," said Wayne T. Smith, chairman,
president and chief executive officer of Community Health
Systems, Inc. "We look forward to building on that strong
foundation of service by developing a top-notch replacement
facility and introducing enhanced hospital services."

Southside Regional Medical Center will become the fourth
Community Health Systems facility in Virginia, joining
Southampton Memorial Hospital in Franklin, Greensville Memorial
Hospital in Emporia, and Russell County Medical Center in
Lebanon.

Located in the Nashville, Tennessee, suburb of Brentwood,
Community Health Systems is a leading operator of general acute
care hospitals in non-urban communities throughout the country.
Through its subsidiaries, the company currently owns, leases or
operates 70 hospitals in 22 states. Community Health Systems'
hospitals offer a broad range of inpatient and outpatient
medical and surgical services. Shares in Community Health
Systems, Inc. are traded on the New York Stock Exchange under
the symbol "CYH."

                          *      *      *

As previously reported, Fitch Ratings assigned a 'BB' rating to
CHS/Community Health Systems, Inc.'s new $1.25 billion senior
secured bank facility. The new bank facilities (maintained at
the operating subsidiary level -- CHS/Community Health Systems,
Inc.) include a $450 million, 6-year revolving credit facility
and a $800 million, 8-year term loan B facility. While the
company is not expected to immediately draw on the revolver,
proceeds from the term loan will be used to refinance existing
debt and fund 2002 acquisitions. The bank facility is secured by
a perfected first priority security interest in the capital
stock of CHS/Community Health Systems Inc., and all wholly owned
subsidiaries. Fitch has also assigned a 'B+' rating to Community
Health Systems, Inc.'s (Community's parent company) convertible
subordinated notes due 2008. The Rating Outlook is Stable.

Fitch anticipates leverage to remain relatively stable as cash
from operations will fund acquisitions and capital expenditures,
limiting significant increases in borrowing but, conversely,
also limiting debt reduction.


CONSECO FINANCE: Enstar Contributes $10MM to JCF CFN Investment
---------------------------------------------------------------
The Enstar Group, Inc., (Nasdaq: ESGR) will contribute up to $10
million to JCF CFN LLC, an entity controlled by JCF Associates I
LLC, the general partner of J.C. Flowers I LP, of which
approximately $3 million was funded today from cash on hand. JCF
CFN will invest in CFN Investment Holdings LLC, a newly-formed
limited liability company, together with J.C. Flowers I LP, FIT
CFN Holdings LLC (an affiliate of Fortress Investment Group LLC)
and affiliates of Cerberus Capital Management, L.P.

CFN has agreed to purchase the assets and operations of Conseco
Finance Corp., subject to various closing conditions and CFN's
option to exclude certain assets. Conseco Finance recently filed
a voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. The proposed purchase price would be equal
to the outstanding amount of Conseco Finance's secured debt as
of the closing date, subject to adjustment. The proposed sale is
expected to be completed in the first quarter of 2003, pending
approval of the Bankruptcy Court and certain government
regulatory agencies. JCF CFN will also invest in FPS DIP LLC, a
second limited liability company formed by the members of CFN to
provide, together with one of Conseco Finance's existing
lenders, up to $125 million of debtor-in-possession financing to
Conseco Finance.

Enstar intends to use cash on hand to fund its remaining capital
commitment to JCF CFN.

J.C. Flowers I LP is a private investment fund managed by J.
Christopher Flowers, Vice Chairman of Enstar's board of
directors and Enstar's largest shareholder. No fees will be
payable by Enstar to J.C. Flowers I LP, JCF Associates I LLC, or
J. Christopher Flowers in connection with Enstar's investment in
JCF CFN.


CONSECO INC: Brings-In Baker Botts as Special Litigation Counsel
----------------------------------------------------------------
Conseco Inc., and its debtor-affiliates ask the Court for
permission to employ Baker Botts as special litigation counsel
for matters related to a non-public Securities and Exchange
Commission investigation.

The Debtors tell Judge Doyle they were notified that the SEC
staff has obtained a formal order of investigation in connection
with an inquiry that relates to events during and before the
Spring of 2000, including Conseco Inc.'s accounting for
interest-only securities and servicing rights.  These accounts
were among those included in Conseco's write-down and
restatement and were the subject of shareholder class action
litigation, which was recently settled.  The Debtors retained
the law firm of Baker Botts to represent it in this
investigation.

Baker Botts has significant experience in litigation with the
SEC.  James R. Doty, Esq., the Baker Botts senior attorney on
the case, is an experienced practitioner in the area of
securities law.  Baker Botts will help Conseco with
representation of witnesses, production of documents and
conferences with and/or submissions to the SEC and its
employees.  Baker Botts will not represent Conseco generally in
connection with its Chapter 11 case.

Baker Botts will be paid based on an hourly scale, plus
reimbursement of actual, necessary expenses.  The primary
lawyers who will be responsible for this engagement and their
hourly rates are as follows:

         James R. Doty         $650
         James E. Rocap, III   $500
         Stacy Paxson          $300
         Other Associates      $145-$315
         Legal Assistants      $70-$125

Baker Botts is well-qualified to serve as Conseco's Special SEC
Litigation Counsel and holds no adverse interests.

James E. Rocap, III, Esq., tells the Court that Baker Botts
performed its standard conflict review procedure to determine if
there were any adverse interests.  Baker Botts is to represent
the Debtors in SEC matters only and no person at the firm has
any interest in the SEC.  Baker Botts determined that no
conflicts exist.  Mr. Rocap discloses that, prior to the
Petition Date, Baker Botts received a total of $900,000 from
Conseco, Inc., which it holds as a retainer. (Conseco Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CREDIT SUISSE: S&P Assigns Low-B Ratings to Six Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Credit Suisse First Boston Mortgage Securities Corp.'s $434.6
million commercial mortgage pass-through certificates series
2002-FL2.

The ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by
the trustee, the economics of the underlying mortgage loans, and
the geographic and property-type diversity of the loans.
Standard & Poor's analysis determined that, on a weighted-
average basis, the pool has a debt service coverage ratio of
1.02x based on an assumed weighted-average refinance constant of
10.2% and "as is" net cash flow, and a beginning and ending
loan-to-value of 87.7%.

                       Ratings Assigned

     Credit Suisse First Boston Mortgage Securities Corp.
                        Series 2002-FL2

Class                    Rating                  Amount ($)
A-1                      AAA                    110,000,000
A-2                      AAA                    154,065,000
A-X                      AAA                    340,695,000
A-Y-1(a)                 AAA                    316,220,000
A-Y-2(a)                 AAA                    316,220,000
A-Y-3(a)                 AAA                    316,220,000
B                        AA                      27,960,000
C                        A                       26,924,000
D                        BBB                     21,746,000
E                        BBB-                     5,178,000
F                        BB+                     15,016,000
G                        BB                       4,142,000
H                        BB-                      4,142,000
J                        B+                       8,802,000
K                        B                        3,107,000
L                        B-                       3,107,000
M                        N.R.                    29,531,000
N                        N.R.                       500,000
SSM                      N.R.                     5,000,000
WS                       N.R.                    15,335,000

(a) Notional amount.


DENNY'S CORP: Commences Exchange Offer for 12-3/4% Senior Notes
---------------------------------------------------------------
Denny's Corporation (formerly Advantica Restaurant Group, Inc.)
is offering to exchange up to $50,000,000 aggregate principal
amount of 12-3/4% senior notes due 2007 to be jointly issued by
Denny's Corporation and Denny's Holdings, Inc., which are
referred to as the new notes, for up to $50,000,000 aggregate
principal amount of outstanding 12-3/4% senior notes due 2007 of
Denny's Holding and Denny's Corporation, which are referred to
as the old notes. The terms of the new notes are identical in
all respects to the terms of the old notes, except that the new
notes are registered under the Securities Act of 1933, as
amended, and generally are not subject to transfer restrictions
or registration rights.

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.


DIGITAL TELEPORT: Offers Unsecured Creditors 82.5% to 90%
---------------------------------------------------------
Digital Teleport Inc., filed a settlement agreement with a
federal Bankruptcy Court that will provide unsecured creditors
up to 90 cents on each dollar of approved claims after a planned
auction sale of the regional fiber business to the highest
bidder.

Subject to Bankruptcy Court approval, the settlement agreement
proposes to pay a minimum of 82.5 percent and up to 90 percent
of allowed unsecured claim amounts against Digital Teleport. The
settlement agreement was filed with the U. S. Bankruptcy Court
for the Eastern District of Missouri in St. Louis.

"In most bankruptcy settlements, unsecured creditors are
generally left holding pennies on a dollar or nothing at all,"
said Paul Pierron, president and CEO of Digital Teleport. "The
value we propose to provide unsecured creditors speaks to the
strength of our management team and its ability to focus on
growing this business in spite of the economic downturn and the
stigma of operating under bankruptcy over the past year."

Digital Teleport's year-over-year revenue grew by more than 43
percent and the company is currently generating positive
operating income and cash flow.

The settlement agreement is among Digital Teleport, its parent
company, KLT Telecom Inc., along with its affiliates, and the
official committee of unsecured creditors. It outlines how
proceeds from the asset sale of the company are allocated. A
copy of it is available at the company's Web site at
http://www.digitalteleport.com  

On Dec. 30, Digital Teleport asked the Bankruptcy Court
overseeing its reorganization to conduct an auction for the sale
of its regional fiber optic business to the highest bidder.
Digital Teleport also disclosed it received a definitive $38
million bid from local exchange telephone company CenturyTel
Inc. (NYSE:CTL).

A hearing on Digital Teleport request for the auction is set
for 10:00 a.m. on Jan. 21, before Bankruptcy Court Judge
Barry S. Schermer.

Digital Teleport filed voluntary Chapter 11 petitions on
Dec. 31, 2001 indicating plans to exit the national long-haul
business and focus on operating its traditional core fiber optic
network in the Midwest.

Digital Teleport provides wholesale fiber optic transport
services in secondary and tertiary Midwest markets to national
and regional telecommunications carriers. The company's network
spans 5,700 route miles across Arkansas, Illinois, Iowa, Kansas,
Missouri, Nebraska, Oklahoma and Tennessee. Digital Teleport
also provides fiber optic communications services to enterprise
customers and government agencies in St. Louis' premier office
buildings. The company's Web site is
http://www.digitalteleport.com


ENRON CORP: Has Until Year-End to Make Lease-Related Decisions
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained extension
of their Lease Decision Period. The Debtors have now until
December 31, 2003, to assume, assume and assign, or reject their
unexpired non-residential real property leases.

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.


EXIDE TECHNOLOGIES: Equity Panel Wins Nod to Hire CFA as Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders, appointed in
the chapter 11 cases involving Exide Technologies and its
debtor-affiliates, obtained the Court's authority to retain
Corporate Financial Advisors, LLC, as financial advisors nunc
pro tunc to November 14, 2002.  

The Equity Committee and CFA entered into an engagement letter
on November 15, 2002.  The Court also approved the Engagement
Team Agreement between CFA and Water Tower Capital FAE, LLC.

CFA is expected to:

   A. communicate with the Debtors' officers and directors with
      respect to any proposed plan of reorganization and any
      other plan that may be proposed by any party;

   B. review the Debtors' asset pools and evaluate their quality
      and management;

   C. advise the Equity Committee with respect to potential
      business plans for the debtors-in-possession and any
      reorganized debtors;

   D. advise the Equity Committee with respect to the business
      operations of the debtors-in-possession;

   E. provide expertise and, if necessary, expert testimony
      concerning valuation of the Debtors' assets or enterprise;
      and

   F. provide any further and other services at the request of
      and in the interest of the Equity Committee.

Pursuant to the Engagement Letter, CFA will be compensated for
its services at a rate of $100,000 per month for the first four
months of the engagement and at a rate of $75,000 per month
throughout the remainder of the engagement. In addition, CFA
will receive a success fee equal to 3% of the Recovery Value in
the cases payable in cash or in-kind distribution, as the Equity
Committee elects.  Pursuant to the Team Agreement, WTC will
receive 50% of any fees received by CFA. (Exide Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1), DebtTraders
reports, are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FEDERAL-MOGUL: Court OKs Bederson as Future Rep's Fin'l Advisors
----------------------------------------------------------------
Eric D. Green, Esq., the Legal Representative for Future
Asbestos-Related Claimants of Federal-Mogul Corporation and
debtor-affiliates, obtained permission from the Court to hire
Bederson & Company, LLP, replacing Zolfo Cooper, LLC, as his
bankruptcy consultants and special financial advisors, nunc pro
tunc to December 13, 2002.

Bederson provides the Future Representative these services:

(a) Monitor the Debtors' cash flow and operating performance,
     including:

       (i) comparing actual financial and operating results to
           plans;

      (ii) evaluating the adequacy of financial and operating
           controls;

     (iii) tracking the status of the Debtors' and their
           professionals' progress relative to developing and
           implementing programs like the preparation of a
           business plan, identifying and disposing of
           non-productive assets, and other activities;

      (iv) preparing periodic presentations to the Future
           Representative summarizing findings and observations
           resulting from the firm's monitoring activities;

(b) Analyze and comment on the operating and cash flow
     projections, business plans, operating results, financial
     statements, other documents and information provided by
     the Debtors and their professionals, and other information
     and data pursuant to the Future Representative's request;

(c) Perform an enterprise valuation or analyze any evaluations
     of the Debtors' estate or estates which are pertinent to
     the Future Asbestos-Related Claimants;

(d) Advise the Future Representative in connection with and in
     preparation for meetings with the Debtors, other
     constituencies and their respective professionals;

(e) Prepare for and attend meetings with the Future
     Representative;

(f) Analyze claims and perform investigations of potential
     preferential transfers, fraudulent conveyances, related-
     party transactions and other transactions as the Future
     Representative may request;

(g) Analyze and advise the Future Representative about any
     reorganization plan proposed by the Debtors, the
     underlying business plan, including the related
     assumptions and rationale, and the related disclosure
     statement; and

(h) Provide other services as the Futures Representative may
     request.

Bederson is compensated at the firm's standard hourly rates
plus reimbursement of actual, necessary expenses.  The
professionals primarily involved in these cases and their hourly
rates are:

                 Professional               Rate
                 ------------               ----
                 Edward P. Bond             $350
                 Timothy J. King             300
                 Matthew Schwartz            275
                 P. Dermot O'Neill           275

From time to time, Bederson may also tap the assistance of its
other professionals.  The general billing rates for other
Bederson professionals are:

                 Professional               Rate
                 ------------               ----
                 Edward P. Bond             $350

                 Partners                $275 - 350
                 Managers                    185
                 Senior Accountants          170
                 Semi-Senior Accountants     145
                 Staff Associates            110
                 Paraprofessionals         60 -85
(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, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for  
real-time bond pricing.


FIREBRAND FIN'L: Cash Resources Insufficient to Meet Obligations
----------------------------------------------------------------
Firebrand Financial Group Inc.'s main operating subsidiaries are
EarlyBird, Dalewood Associates, Inc., and StreetWide Asset
Recovery Group. Firebrand holds a 63.6% ownership interest in
EarlyBirdCapital.com Inc., which is the parent company of
EarlyBird and Dalewood. In addition, Firebrand directly holds an
80% ownership interest in StreetWide.

In the first quarter of fiscal 2002 the Company established
StreetWide. StreetWide is engaged by broker/dealers and other
financial institutions to collect debt due to them from prior
broker employees or from customers. The broker debts are
generated through brokers reneging on employment contracts or
brokers generating losses due to their respective firms. The
customer debt is usually generated through unsecured margin
loans on which the customers have refused to repay the firms.

The Company's income before discontinued operations for the
three months ended October 31, 2002 was $224,000 as compared
with a loss before discontinued operations of $739,000 for the
three months ended October 31, 2001. The change was caused by a
decrease of $570,000 in total expenses, a decrease of $221,000
in loss from sale of businesses, and a $600,000 change in income
tax (benefit) provision, offset by an $84,000 decrease in
revenues and a decrease of $344,000 in the recognition of the
minority interest's portion of the loss before discontinued
operations. Revenues decreased primarily due to a decrease in
investment banking and interest, partially offset by an increase
in commissions and other revenue. Expenses decreased primarily
due to a decrease in compensation and benefits, communication,
brokerage, clearing and exchange fees,  professional fees,
business development, and other expenses, offset by an increase
in occupancy and equipment. Loss from discontinued operations
for the period was $276,000, compared to a loss of $2,089,000
for the comparable quarter in the prior year.

Loss before discontinued operations for the nine months ended
October 31, 2002 was $891,000 as compared with a loss before
discontinued operations of $5,996,000) for the nine months ended
October 31, 2001. The decrease was caused by a $1,280,000
increase in revenues, a $2,240,000 decrease in expenses, a
decrease of $221,000 in loss from sale of businesses, a
$1,202,000 decrease in equity in loss of unconsolidated
affiliates, and a $619,000 change in income tax (benefit)
provision, offset by a $457,000 decrease in the recognition of
the minority interest's portion of the loss before discontinued
operations. Revenues increased primarily due to an increase in
commissions, investment banking, and other revenues, as
partially offset by a decrease in asset management fees and
interest income. Expenses decreased due to reductions in
compensation and benefits, occupancy and equipment,
communication, brokerage, clearing and exchange fees,
professional fees, and business development, offset by an
increase in other expenses. Loss from discontinued operations
for the period was $644,000, compared to a loss of $2,807,000
for the comparable nine months in the prior year.

Net loss for the nine months ended October 31, 2002 was
$1,535,000 as compared to a net loss of $8,803,000 in the same
nine months of the prior year.

Net loss for the three months ended October 31, 2002 was $52,000
as compared to a net loss of $2,828,000 in the same three months
of the prior year.

Firebrand's overall capital and funding needs are continually
reviewed to ensure that its capital base can support the
estimated needs of its business units. These reviews take into
account business needs as well as regulatory capital
requirements of the subsidiaries. The Company's present level of
revenues are not covering expenses. At present, there is doubt
about the Company's ability to continue as a going concern.
Management believes that the Company's future success is
dependent upon its ability to (i) continue to streamline its
operations to reduce costs and (ii) generate new sources of
revenue. The Company has been reducing costs and has expanded
into a new line of business. Notwithstanding the foregoing, the
Company's cash resources remain constrained and are not
sufficient to meet existing contractual obligations and
liabilities.


FOCAL COMMS: Hires Miller Buckfire to Provide Financial Advice
--------------------------------------------------------------
Focal Communications Corporation and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to engage Miller Buckfire Lewis & Co., LLC, as
Financial Advisor and Investment Banker.

The Debtors tell the Court that Miller Buckfire's resources,
capabilities and experience are crucial to the restructuring.  
An experienced financial advisor and investment banker, such as
Miller Buckfire, fulfills a critical service that complements
the services provided by the Debtors' other professionals.

Additionally, Miller Buckfire is intimately familiar with the
Debtors' businesses and financial affairs and is thus well
qualified to provide the financial advisory and investment
banking services required by the Debtors.

The Debtors anticipate that Miller Buckfire will render
financial advisory and investment banking services as requested
by the Debtors throughout the course of these Chapter 11 cases.
These Financial Advisory and Investment Banking Services
include:

     (a) assisting the Debtors in the analysis, design and
         formulation of their various options in connection with
         a Restructuring, Financing and/or Sale;

     (b) advising and assisting the Debtors in structuring and
         effectuation the financial aspects of such a
         transaction or transactions;

     (c) providing financial advice and assistance to the
         Debtors in developing and seeking approval of a
         Restructuring Plan, including assisting the Debtors in
         negotiations with entities or groups affected by the
         Restructuring Plan;

     (d) if applicable, identifying and negotiating with
         potential Investors in connection with any Financing;
         and

     (e) if applicable, identifying and negotiating with
         potential acquirers in connection with any Sale.

The Debtors argue that Miller Buckfire's Financial Advisory and
Investment Banking Services are necessary to enable them to
maximize the value of their estates and to reorganize
successfully. The Debtors will coordinate with Miller Buckfire
and the Debtors' other retained professionals to ensure that the
Financial Advisory and Investment Banking Services do not
duplicate the services rendered by such other professionals.

Miller Buckfire will receive:

     (i) a Monthly Fee of $200,000,

    (ii) upon consummation of a Restructuring, a Restructuring
         Transaction Fee equal to $3,000,000 (provided that the
         Restructuring Transaction Fee will be $1,500,000 if the
         Restructuring of the Debtors' bank debt occurs without
         a Restructuring of the Debtor's outstanding debt
         securities); and

   (iii) upon consummation of a Sale, a Sale Transaction Fee
         equal to 1% of the Aggregate Sale Consideration.

All but $600,000 of the Monthly fees will be credited against
any Restructuring Transaction Fee and the aggregate fees payable
to Miller Buckfire under the Engagement Letter will not in any
event exceed $3,600,000.

Focal Communications Corporation other related Debtors are
national communicational providers of voice and data services to
communications-intensive users in major cities and metropolitan
areas in the United States.  The Debtors filed for chapter 11
protection on December 19, 2002.  Laura Davis Jones, Esq., and
Christopher James Lhulier, Esq., at Pachulski Stang Ziehl Young
& Jones PC, represent the Debtors in their restructuring
efforts.  When the Company filed for protection form its
creditors it listed $561,044,000 in total assets and
$609,353,000 in total debts.

Focal Communications' 12.125% bonds due 2008 (COM08USR1) are
trading at about a penny on the dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.


FRISBY TECHNOLOGIES: Board Elbows-Out Greg Frisby as Company CEO
----------------------------------------------------------------
Frisby Technologies, Inc. (OTC Bulletin Board: FRIZ), announced
that Greg Frisby, the company's founder, was removed from his
position as Chief Executive Officer by a 3-2 vote of the Board
of Directors.  Mr. Frisby retained his role as Chairman of the
Board of Directors. The company also announced that the Board
voted unanimously to engage Anderson Bauman Tourtellot Vos &
Co., a turn-around firm based in Greensboro, North Carolina, to
provide interim executive management and that Mr. Mark Gillis,
Senior Vice President of ABTV, was appointed as the Company's
Chief Restructuring Officer and will immediately assume the role
of the Company's top executive officer. The Company does not
currently plan to fill the chief executive officer position.

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

                         *     *     *

As reported in Troubled Company Reporter's January 3, 2002
edition, Frisby Technologies received letters, dated December
20, 2002, from each of DAMAD Holding AG and Bluwat AG demanding
the immediate payment of all outstanding principal and accrued
interest on the Company's credit facility with such lender. The
demands were based on the Company's failure to cure the default
of the tangible net worth covenant contained in its loan
documents with the two lenders by December 18, 2002, the end of
the prescribed thirty-day cure period. The applicable covenant
requires the Company to maintain a tangible net worth of not
less than $1,250,000 as of the end of each fiscal quarter.

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


GENUITY INC: Gains Nod to Pay $10-Million Level 3 Break-Up Fee
--------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained Court approval
of its proposed $10,000,000 Break-up Fee and an Expense
Reimbursement capped at $3,000,000 to Level 3 Communications, as
its stalking horse bidder for the Debtors' assets.


GLOBUS INT'L: Arthur Yorkes Expresses Going Concern Doubt
---------------------------------------------------------
Globus International Resources Corporation has embarked on a
major expansion of its international trade activity by operating
a multi-lingual, Internet-based portal that allows international
buyers and sellers of commercial and industrial products to
engage in electronic commerce seamlessly, efficiently, and in
their own native languages. The Company contracted e-GlobusNet
Corp., the developer of the software, to provide electronic
commerce among businesses in various countries. This software is
being used currently by the Company to sell its own products but
as of now the Company is not deriving revenue from other users
of the site. e-GlobusNet Corp., had been asked to expand the
features of the software. In April 2002, the Company exchanged
968,000 shares for the ownership of e-GlobusNet Corp., which
resulted in the ownership of the software.

The Company's independent auditors, Arthur Yorkes & Co. LLP, in
New York City, in their November 14, 2002, Auditors Report says:

      "[T]he Company has experienced substantial recurring
      losses from operations and at September 30, 2002 a working
      capital and capital deficiency exists that raises
      substantial doubt about its ability to continue as a going
      concern."

Revenues increased $2,780,232 (30.9%) in the year ended
September 30, 2002 from $9,010,215 for the year ended
September 30, 2001. The increase is attributable to several
large customers that became more significant in 2002, one in the
chicken industry and two in fish and walnuts, respectively. The
cost of sales in 2002 of $11,315,034 was $2,810,730 (33%) higher
than the 2001 cost of sales of $8,504,304. The reason for the
increase was the larger revenues in 2002. The actual margins on
sales of food products and auto parts were a bit smaller than
the prior year due to a smaller margin on certain chicken and
fish.

The 2002 net income of $131,325 is an increase in income from
the net income of $7,447 in 2001, as the Company continues to
recover from the collapse of the Russian economy in the latter
part of 1998, and additionally diversifies its customer base.

Stockholders' deficiency decreased $189,405 to $494,977 at
September 30, 2002, from a deficiency of $684,382 at September
30, 2001. The deficiency decrease arises from the net income
derived in fiscal 2002, and the issuance of shares for the
purchase of e-GlobusNet.

The Company's working capital deficiency at September 30, 2002
and 2001 was $679,382 and $837,991, respectively. The Company's
primary sources of working capital have been (i) the proceeds
from its bank lines-of-credit, (ii) related party loans and
advances, and (iii) its regular sales collections.

Currently the Company's primary cash requirements include (i)
the funding of its inventory purchases for and receivables from
sales of products and (ii) ongoing selling, administrative and
other operating expenses. Management believes that the Company's
cash liquidity position will also be enhanced by the
commencement of the new internet based portal business which
will enable the company to obtain a new line of customers and
that its present two unsecured bank lines aggregating $100,000,
and its continued increase in sales activity should be in
aggregate, sufficient to fund the Company's operation for the
next twelve months. The above assumes the Company's operations
are consistent with management's expectations which are expected
to be an improvement from fiscal 2002. The Company may need
additional financing thereafter. There can be no assurance that
the Company will be able to obtain financing on a favorable or
timely basis. The type, timing and terms of financing elected by
the Company will depend upon its cash needs, the availability of
other financing sources and the prevailing conditions in the
financial markets. Moreover any statement regarding the
Company's ability to fund its operations from expected cash
flows is speculative in nature and inherently subject to risks
and uncertainties, some of which cannot be predicted or
quantified.


GRUMMAN OLSON: Gets Court Nod to Tap Baker & Daniels as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Grumman Olson Industries, Inc.'s
request to employ Baker & Daniels as its Counsel.

Baker & Daniels is familiar with the Debtor's legal and
operational problems, has knowledge and experience in
commercial, bankruptcy, and insolvency practice, and is well
qualified to represent the Debtor.

The professional services that Baker & Daniels will render,
include:

      (a) preparing pleadings and applications and conducting
          examinations incidental to administration;

      (b) advising the Debtor of its rights, duties and
          obligations as debtor in possession;

      (c) performing the legal services incidental and necessary
          to the day-to-day operations of the business,
          including but not limited to institution and
          prosecution of necessary legal proceedings, loan
          restructuring, and general business and corporate
          legal advice and assistance, all of which are
          necessary to the proper preservation and
          administration of the estate; and

      (d) taking any and all other necessary action incident to
          the proper preservation and administration of the
          estate and the conduct of the Debtor's business.

The hourly rates charged by each attorney or paralegal likely to
be involved in this engagement are:

      Professional          Position       Hourly Rate
      ------------          --------       -----------
      Jay Jaffe             Partner       $330 per hour
      James M. Matthews     Partner       $300 per hour
      Peter G. Trybula      Partner       $305 per hour
      Paul J. Peralta       Partner       $310 per hour
      M. Angella Castille   Partner       $295 per hour
      Carl A. Greci         Associate     $235 per hour
      Ilene H. Godsey       Associate     $155 per hour
      Erin M. Villeneuve    Paralegal     $145 per hour
      Michelle M. George    Paralegal     $135 per hour

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


IDEALAB: Investors File Revised $725MM Suit to Dissolve Company
---------------------------------------------------------------
Preferred shareholders have filed a revised $725 million lawsuit
against Idealab, disclosing details of a "contrived" Tender
Offer designed to help Chairman and CEO Bill Gross avoid
personal bankruptcy and of a secret two-year effort by Idealab
officers and directors to resolve Gross' personal financial
troubles with Bank of America.

The suit, which alleges breach of fiduciary duty, breach of
contract and deceit by concealment, seeks to remove members of
the Board of Directors and to dissolve the Company.

"The more we learn as we go through discovery, the more we
realize how deep this all runs," said the investors' lead
attorney, Skip Miller of the law firm of Christensen, Miller,
Fink, Glaser, Weil & Shapiro. "We have reviewed the court's
order and are complying with it. A great deal of evidence has
come to light, and we are moving through discovery and preparing
the case for trial."

While the court evaluates the new information in some of the
causes of action, the suit is proceeding toward trial for
removal of members of Idealab's Board of Directors on grounds
that they "have knowingly engaged in and countenanced persistent
and pervasive misconduct, mismanagement, abuse of authority
and/or persistent unfairness toward preferred shareholders." The
court has previously ruled that the investor group has
appropriate legal standing to bring this action, subject to
complying with pleading requirements.

Concurrently, lawyers for the investors have begun taking
depositions in the case. Among those being deposed are Gross,
Idealab Vice Chairman and Director Robert Kavner, Director
Benjamin Rosen (founder of Compaq Computer Corporation), former
Director Jack Welch (former CEO of General Electric), and former
Idealab Vice Chairman and Director Lawrence Gross (Bill Gross'
brother).

The updated suit comes less than three weeks after Los Angeles
Superior Court Judge Ralph Dau ruled in late December that the
investors could revise their complaint to provide additional
details to support dissolution and liquidation of Idealab,
breach of contract and deceit by concealment. The court also
allowed the investors to refile their complaint for breach of
fiduciary duty as a derivative action on behalf of the
corporation and all shareholders, rather than as a direct action
by the investor group.

Besides Idealab and Gross, the lawsuit names as defendants
Gross' wife Marcia Goodstein, whom he appointed as Idealab's
President and Chief Operating Officer when she was his fiancee;
Chief Financial Officer Bradley Ramberg; General Counsel and
Corporate Secretary Douglas McPherson; Vice Chairman and
Director Robert Kavner, who was employed as President of Idealab
Silicon Valley and was a former Executive Vice President of
AT&T; former Vice Chairman and Director Lawrence Gross (Bill
Gross' brother); Director Howard Morgan, who was employed as
President of Idealab New York and was a former professor at the
University of Pennsylvania's Wharton School of Business; and
Director Benjamin M. Rosen, founder and former Chairman of
Compaq Computer Corporation and a co-investor in many of
Idealab's portfolio companies.

               Background on Superior Court Case

"Gross and Goodstein, with the participation of each and every
one of the other defendants ... , have engaged in a series of
actions to enrich Gross, fund and secure Gross' personal
financial obligations, and allow Gross and his wife Goodstein to
maintain the lifestyle to which they have grown accustomed," the
suit says.

Specifically, the lawsuit says:

     -- That in an effort to solve his personal financial
problems, Gross used corporate assets to purchase stock in
Idealab "incubated" companies; to cover margin calls on personal
loans; to purchase Idealab Series C and Series D preferred
stock; to restructure a personal loan from Bank of America for
which he was more than $50 million in arrears; and to contrive a
Tender Offer "for his own benefit and to cover up his use of
corporate assets."

     -- That Gross unlawfully borrowed $30 million from Idealab
to purchase company stock rather than immediately paying for the
stock as the purchase agreement required. The amount wasn't paid
until more than three months later after Gross signed the
purchase agreement and obtained a loan from Bank of America by
assuring the lender he would repay the debt when Idealab
conducted an initial public offering.

     -- That other Idealab officers and directors misused
corporate assets during protracted efforts to resolve Gross'
personal financial problems with the Bank of America, including
conducting a secret scheme to restructure Gross' loan agreement
to circumvent an anti-dilution protection for preferred
stockholders and arrange a "contrived" Tender Offer designed to
establish a value for Gross' personal stock to help him
restructure his bank debt.

     -- That one or more of the defendants backdated option
grants and altered Board of Director Minutes, including
signature pages, to hide unlawful benefits to themselves such as
receiving stock options at illegal prices.

     -- That the defendants usurped various corporate
opportunities, including allowing themselves and family members
(including Goodstein's parents and Gross' sister) to invest in
millions of shares of pre-IPO Idealab client companies, as well
as using Idealab's corporate jet for personal vacations without
reimbursing the company.

     -- That defendants "wasted and mismanaged" Idealab assets,
including going on a $615 million investment spree in early
2000, soon after obtaining proceeds from the Series D investors.

     -- That the defendants forgave a loan of $618,000 plus
interest to Bill Gross' brother, Lawrence Gross, without proper
Board approval and in dereliction of Idealab's own conflict of
interest guidelines.

In addition to the $30 million loan to Bill Gross, the suit says
that officers and directors made approximately $4.8 million in
loans to themselves using Idealab funds and granted generous
bonuses and special payments to Gross, Goodstein and others,
notwithstanding legal requirements that such actions be approved
by a majority of the Board excluding "interested parties." The
suit also claims officers and directors engaged in nepotism and
in the diversion of corporate assets and opportunities to
themselves and family members that should have been offered to
the Company.

The suit says that while other "incubators" have wound down,
dissolved and refunded investor funds in recent years, Idealab's
current budget calls for it to spend more than $50 million this
year, in part on "overhead" and "administrative" expenses,
including salaries, bonuses and perquisites for the defendants.
The suit notes that compensation for Gross and Goodstein more
than tripled between fiscal 2000 and fiscal 2002 despite
Idealab's dismal track record and the poor prospects for
Internet incubator companies. During the same period, Idealab
accumulated operating losses of $1.17 billion.

                    Bank of America Loan

The lawsuit alleges that efforts by Idealab to intervene in
helping Gross with his personal loan difficulties with Bank of
America were a misuse of corporate assets. Those efforts began
in 2000 and continued through the end of 2001, during which time
Gross' financial relationship with Bank of America increased
from a $10 million loan to a $70 million line of credit, the
suit says.

Idealab's involvement included arranging payments to Bank of
America to cover margin calls against Gross in 1999 and
arranging a Tender Offer for Series D preferred stock designed
to establish a value for Gross' personal stock holdings in
restructuring his debt to Bank of America, the suit says.

In January 2000, Gross signed a purchase agreement to buy
300,000 shares of Idealab Series D preferred stock in exchange
for the concurrent payment of $30 million in cash. Although the
shares were issued to him, he did not pay for the stock at the
time, as required by the contract, the suit says. Rather, more
than a month later, Goodstein, ostensibly acting on behalf of
Idealab, documented a $30 million loan from Idealab with a
promissory note signed by Gross and a loan agreement signed by
Goodstein, the suit says, adding that the only security for the
note was Gross' Idealab common stock.

On March 15, 2000, a resolution to "acknowledge, ratify and
approve" the loan was voted on by Idealab's Board, according to
Board minutes cited in the suit. However, three of the five
Board members voting were related family members and hence were
"interested parties" and not qualified to vote -- Gross,
Goodstein and Lawrence Gross. The remaining two -- Kavner and
Morgan -- did not constitute the required majority of the Board.

Under California law, such loans are unlawful unless they (a)
are approved by a majority of the Board excluding interested
directors; (b) are determined by a disinterested majority of the
Board to be of benefit to the corporation; and c are determined
to be adequately secured without considering as collateral any
shares of the corporation.

In April 2000, Bank of America agreed to loan Gross $30 million
as part of a conversion of Gross' loan into a $70 million line
of credit, the suit says. The loan was based, in part, on Gross'
pledge that Idealab intended to proceed with an initial public
offering and that he would be able to pay off the loan with
proceeds from that offering, the suit says. The same day,
Idealab filed its registration with the Securities and Exchange
Commission to offer its common shares to the public.

On October 19, 2000, Idealab withdrew its registration Statement
for an IPO. "This meant that Gross now would not be able to
repay his loan obligation based on the sale of his shares of
Idealab following an IPO," the suit says.

Two days later, on October 21, Gross, Goodstein and other
Idealab officers informed Bank of America executives that
Idealab would be liquidating Idealab's marketable securities,
the suit says. It adds that the bank was seeking payment by the
end of that month but that, according to the bank, "Gross wished
to pay Bank the $58 million, but there is no market for idealab!
common stock at this time, primarily because there is an anti-
dilution market 'ratchet' provision in idealab's Series D
preferred that makes it very difficult to attract new investors
to the company."

Under terms of the anti-dilution protection, which is
incorporated in Idealab's Amended Articles of Incorporation, if
Idealab issued new common stock at a price of less than the
liquidation preference, the Series D holders would be able to
convert their preferred shares into common stock at a conversion
ratio based on the new issuance price. "This provision does not
prohibit Idealab from issuing new shares of common stock, but
[it] could affect who controls Idealab," the suit says.

Gross, Goodstein and Kavner proposed to Series D investors that
the anti-dilution provision be modified to raise capital, but
they did not disclose "the real reason for their request -- that
is, Gross wanted to use Idealab assets to solve his loan problem
with Bank of America," the suit says. The investors declined to
renegotiate the anti-dilution protection. The lawsuit adds that
the involvement of Idealab officers and directors in helping
resolve Gross' personal loan difficulties were stepped up after
July 2001.

In an e-mail to Kavner dated August 13, 2001, "Goodstein
explains ... that Idealab will begin repurchasing Series D but
not as an official tender offer, because otherwise they would
have to reveal Gross' default and bank troubles," the suit says.

Goodstein's e-mail quoted in the suit also says: "With Bill
[Gross] in default now, the bank could in theory foreclose on
his 250 million shares of idealab stock at any moment. That is a
pretty large material fact to impact our business! That is also
not something Bill is going to be comfortable disclosing
publicly. So, we will go forward with PLANNING a tender, but
with the understanding that in fact we'll only do it if we
settle with the bank (in one form or another)."

In response, the suit says, Kavner e-mailed Goodstein: "We
should not make the tender offer now ... we should make priority
to resolve Bill's loan default problem first ... . establish a
Special Committee of the idealab! board to explore negotiating a
purchase of the [Bill Gross] note at terms that are favorable to
idealab! ... . negotiate purchase agreements with SD [Series D
shareholders] ... . BUT we will act in a passive manner and not
take any action that can be construed as making an offer ... ."

The suit says Goodstein responded via e-mail: "You have it
exactly perfectly outstandingly right."

According to the suit, Kavner told bank officials that Idealab's
Board had formed a "special subcommittee" comprised of himself,
Rosen and former General Electric Chairman Jack Welch to
negotiate "a solution" to the Gross loan matter. In the e-mail,
the suit says, the bank official said Kavner emphasized the
"delicacy" of the situation because of its effect "re other
shareholders." Kavner added, according to the e-mail, that "the
[special] committee has to be absolutely sure that anything they
do can pass the 'red face' test."

In October 2001, the suit says, a senior vice president at Bank
of America sent an internal memorandum indicating that Gross had
proposed giving the bank 145,000 of his Series D preferred stock
at the equivalent of $10 per share with the understanding "that
three to six months from now [the bank] should be in a position
to ask Idealab to buy this preferred stock back from us. While
there is and there will not be a written commitment that this
will happen, there certainly is a possibility that it could. I
was given to understand that the company will make an effort to
buy the stock back at $[10] per share or better."

On October 30, 2001, Goodstein proposed several changes to the
draft commitment letter, including that any future loan
modification between Gross and the bank "cannot mention" any
"Idealab buyback" of the Series D shares that Gross would
transfer to the bank to meet his loan obligations, the suit
says.

On November 15, 2001, the suit says, Idealab Board members voted
to "authorize" a "Tender Offer" and immediately thereafter
granted a retroactive director's fee of $60,000 a year for
Kavner, voted to forgive a $618,000 loan for Lawrence Gross,
granted Morgan a $130,000-a-year salary increase and granted
Ramberg a $25,000-a-year salary increase. The suit alleges these
payments were "quid pro quo" payments to these directors and
employees for their assistance and support in solving Gross'
personal financial problems with Bank of America. At the same
time, the Board granted "one-time payments" of $250,000 each to
Gross and Goodstein, the suit says.

In April 2002, three months after the tender offer expired,
Idealab repurchased from Bank of America for $1.45 million the
Series D preferred stock that Gross had transferred to the bank,
the suit says.

          Backdating and Fabrication of Board Minutes,
                        Other Actions

The suit alleges that one or more of the defendants backdated
option grants to give recipients more favorable prices and back
dated and altered documents including Board minutes in an effort
to conceal those actions.

Specifically, the suit says that two sets of "Actions by
Unanimous Consent of the Board of Directors" that are dated
March 31, 1997 were actually drafted in March 2000 -- three
years after the date listed and a month prior to Idealab filing
with the SEC of its intent to proceed with an IPO. In addition,
the suit alleges that the signature pages to those documents
were similarly falsified.

This was done, the suit says, to give certain individuals,
including Goodstein, Kavner and Morgan, options for 6.6 million
shares at the 10-cent- per-share fair market value as of March
1997 -- a significant discount from the March 2000 fair market
value of $2.20. The result was to create windfalls of
approximately $1.58 million for Goodstein, $840,000 for Kavner
and $420,000 for Morgan.

                Dissolution and Liquidation

A key legal issue in the cause of action for dissolution and
liquidation is whether the preferred shareholders have
appropriate legal standing. The Corporations Code says legal
action for involuntary dissolution may be brought by
shareholders who hold shares representing not less than 33 1/3
percent of the total number of shares outstanding (assuming
conversion of preferred shares), of the outstanding common
shares, or of the equity of the corporation.

At issue is the definition of equity. The investors allege that
it refers to the amount invested in Idealab. By contrast,
Idealab contends that equity means the percentage of stock.

In his ruling of December 23, Judge Dau wrote that the
Corporations Code reference to equity "is not measured by
counting share certificates." The judge added, "This is at
bottom an accounting issue, which will have to be proved by
expert testimony at trial."

The judge asked investors, in refiling their complaint, to
demonstrate their ownership interest by how it would be
reflected on a balance sheet prepared in conformity with
generally accepted accounting principles (GAAP).

Based on that balance sheet presentation, the suit says, the
plaintiffs have a total GAAP equity value of $725 million, or
57%, of Idealab's total $1.2 billion equity. Because
computations for the dissolution cause of action exclude the
holdings of defendants, the plaintiffs account for 58% of the
adjusted equity.

According to the Financial Accounting Standards Board "equity is
originally created by shareholders' investments in an enterprise
and may from time to time be augmented by additional
investments," the suit says, adding that the investors'
accounting firm, Deloitte & Touche, confirms this definition and
method of computation.

                          SEC Exemption

This refers to an issue that it is the subject of an inquiry by
the SEC as to whether the agency should rescind Idealab's
exemption from the Investment Company Act of 1940, which
regulates companies that primarily invest in securities, such as
mutual funds and other investment companies. In a petition to
the SEC in August 2002, the investors noted that Idealab has
operated as a "special situation investment company" by
investing in companies solely to profit from the sale of those
investments, not to operate them.

If the exemption were withdrawn, Idealab would be forced to
comply with stringent public reporting requirements, and
investors would be able to withdraw their investments. Since the
investors' liquidation preference of $725 million exceeds the
estimated $350 to $400 million value of Idealab's assets, the
result could be to put Idealab out of business.

The suit says Idealab made intentionally false representations
to the SEC to obtain the exemption.

The suit cites an e-mail to Idealab employees in October 2000 in
which Gross and Goodstein wrote: "At times over the past year,
we digressed from our original business model. We used cash to
preserve our '40 Act position (to retain over 25% ownership) in
a few companies, and we invested in some later-stage companies
that are out of our sphere of influence. Our efforts were well
worth it, as last week we received a permanent exemption under
the '30 Act (sic) from the SEC. With this issue behind us, we
have recently returned to our core strategy ... ."

That strategy, the suit says, refers to deriving most, if not
all, of its revenues by selling stock Idealab held in private
and publicly traded companies.

                         Plaintiffs

Plaintiffs in the case include Idealab, Kline Hawkes California
SBIC, L.P.; Moore Global Investments, Ltd.; Moore Overseas
Technology Venture Fund, LDC; Moore Technology Venture Fund LLC;
MS II, LLC; T. Rowe Price Science & Technology Fund; Dell USA,
L.P.; Investor (Guernsey) II Ltd; Remington Investment
Strategies, L.P.; Investor Group L.P.; Ignition, L.L.C.;
Spectrum Equity Investors III, L.P.; Spectrum III Investment
Managers' Fund, L.P.; SEI Entrepreneurs' Fund, L.P.; Technology
Partners I, L.P.; HLHZ/Tower Investments, LLC; Essex Private
Placement Fund II, L.P.; UTA Holdings; Petersen Properties;
William Morris Agency, Inc; Morris Ventures; W. Investment
Partners, L.L.C.; XL Ventures Fund III, L.L.C.; Joel Rosenman
L.L.C.; The Travelers Insurance Group, Hikari Tsushin, Inc., New
Dimension Trading, Ltd., Vertical Ideas Investment, L.L.C., New
Dimensions, Vertical Ideas and J.B. Investment Partners as well
as individuals Brad Silverberg, John Ludwig, Jon Roberts, Chris
Peters, Jon Anderson, Cam Myrhvold, Richard Tong, Oliver
McBryan, Jeffery Berg, Guy Oseary, Guy Starkman, Cindy Margolis,
Brad Senet, Alan Markowitz, Stanley B. and Cathy Alexis Crair
and Rick Polisky.

For further information please contact Roger Gillott of Sitrick
and Company at (310) 788-2850.


INTRAWEST CORP: Says Resorts Broke Holiday Attendance Records
-------------------------------------------------------------
Intrawest Corporation, the leading operator and developer of
village-centered resorts across North America, announced that
its 10 mountain resorts experienced strong occupancy and skier
visits during the recent two-week holiday period. Intrawest
recorded an unprecedented 1.3 million skier visits during the
period from December 23, 2002 to January 5, 2003, up 12 per cent
over the same period in the 2001-2002 winter season.

Seven resorts - Blue Mountain, Tremblant, Stratton, Snowshoe
Mountain, Copper Mountain, Mammoth Mountain and Winter Park -
set records for the two-week period. Tremblant and Blue Mountain
set new single-day records while Whistler Blackcomb, North
America's most popular mountain resort, was within 200 visits of
its record for the period.

"More and more people are discovering the attractions of our
village-centered resorts and we continue to enjoy strong loyalty
among our traditional customers. We can accommodate this
increasing popularity because our resort bed base, which grew by
6,000 beds over the past two years alone, will continue to grow
as we build out our villages over this decade," said Daniel
Jarvis, Intrawest's executive vice president and chief financial
officer. "We are also very pleased with the results of our new
marketing and sales initiatives."

The occupancy level over the two-week period at six resorts
where Intrawest controls a significant amount of lodging - Blue,
Copper, Mammoth, Snowshoe, Stratton and Tremblant - was 85 per
cent, an 11 per cent increase in room nights over the same
period a year ago.

Higher skier visit numbers were supported in part by strong
season pass and frequency card sales from September 2002 to
January 5, 2003. To January 5, revenue from season pass sales
across all resorts increased by 12 per cent. Frequency card
revenue increased by 25 per cent over the same period a year
ago.

A solid turnout by overnight visitors drove strong performances
in ski school, lodging and rental and repair businesses and
contributed to an increase in revenue per skier visit of 3.3 per
cent over the same two-week period in 2001-2002. This growth in
revenue per visit was moderated somewhat by large increases in
day skiers at Blue Mountain and Mountain Creek compared with the
previous year. These visits typically generate lower revenue per
visit.

Visits to Intrawest's mountain resorts from the beginning of the
winter season to January 5, 2003 were up over the prior year by
15 per cent at 1.9 million skier visits, and revenue per skier
visit from the beginning of the current season to January 5,
2003 was up three per cent.

Intrawest Corporation (IDR:NYSE; ITW:TSX), whose Senior
Unsecured Notes are currently rated by Standard & Poor's at B+,
is the leading developer and operator of village-centered
resorts across North America. The company owns or controls 10
mountain resorts, including Whistler Blackcomb, North America's
most popular mountain resort. Intrawest also owns Sandestin Golf
and Beach Resort in Florida and has a premier vacation ownership
business, Club Intrawest. The company has a 45 per cent interest
in Alpine Helicopters Ltd., owner of Canadian Mountain Holidays,
the largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on
the World Wide Web at http://www.intrawest.com


KAISER ALUMINUM: Affiliates' Case Summary & Largest Creditors
-------------------------------------------------------------
Debtors filing separate Chapter 11 Petitions:

     Entity                               Case No.     
     ------                               --------
     Alpart Jamaica Inc.                  03-10144
     KAE Trading, Inc.                    03-10145
     Kaiser Aluminum & Chemical Canada
       Investment LTD.                    03-10146
     Kaiser Aluminum & Chemical of
       Canada LTD.                        03-10147
     Kaiser Bauxite Co.                   03-10148
     Kaiser Center Properties             03-10149
     Kaiser Export Co.                    03-10150
     Kaiser Jamaica Corporation           03-10151
     Texada Mines Ltd.                    03-10152

     5847 San Felipe  
     Suite 2500  
     Houston, TX 77057  

On February 12, 2002, Kaiser Aluminum Corporation and affiliated
entities filed for chapter 11 petitions. The cases are jointly
administered under Case No. 02-10429.  Each of these newly-
filing subsidiaries filed and obtained approval of a motion
requesting that the Court also administratively consolidate
their chapter 11 cases under Case No. 02-10429

Chapter 11 Petition Date: January 14, 2003

Court: District of Delaware

Judge: Judith K. Fitzgerald

Debtors' Counsel: Patrick Michael Leathem  
                  Richards Layton & Finger, PA  
                  One Rodney Square  
                  PO Box 551  
                  Wilmington, DE 19899  
                  302-651-7700  
                  Fax : 302-651-7701  
                  Email: leathem@rlf.com

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

List of Debtors' Largest Unsecured Creditors:

A. Alpart Jamaica Inc.

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
HSBC Bank USA                 Guaranty of obligat-  $400,000,000
452 Fifth Avenue                ions under 12 3/4%
New York, NY 10018-2706         Sr. Sub. Notes Due
Robert A. Conrad                2003
Vice President

US Bank Trust National        Guaranty of obligat-   397,780,000
  Association                   ions under 9 7/8%
Timothy J. Sandell              Senior Notes Due   
180 East 5th Street             2002 and 10 7/8%
St. Paul, MN 55101              Senior Notes Due
T: 651-244-0713                 2006
F: 651-244-5847

Bank of America               Guaranty of obligat-   300,000,000
CA9-513-09-01                   ions under Post
55 South Lake Avenue,           Petition Credit
Suite 900                       Agreement
Pasadena, CA 91101
Attn: Richard G. Burke

B. Kaiser Aluminum & Chemical of Canada Ltd.

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Revenue Canada                Federal Canadian      $62,265
                               Income Taxes

Extrusoft                     Trade Payable          26,250

Canada Customs & Revenue      Federal Canadian       18,680
                               Goods & Services
                               Taxes

Ontario Ministry of Finance   Provincial Canadian    15,566
                               Income & Capital Taxes

Wajax Industries              Trade Payable           9,979

City of London                Property Taxes          9,340

Treasurer of Ontario          Provincial Canadian     6,226
                               Sales Taxes

Clean Harbors                 Trade Payable           5,421

Wajax Industries Ltd.         Trade Payable           4,289

Weston Forest Corporation     Trade Payable           3,641

Musky Marketing Inc.          Trade Payable           3,572

BOC Canada Limited            Trade Payable           3,409

Westburne Ruddy Electrical    Trade Payable           3,392

Heaters, Controls, & Sensors  Trade Payable           2,871

Schneider National Inc.       Trade Payable           2,846

Samuel-Acme Strapping         Trade Payable           2,840

Green Lane Environmental      Trade Payable           2,840

Bell Canada Ltd.              Trade Payable           2,838

Ondeo Nalco Canada Co.        Trade Payable           2,670

Edpro Energy Group Ltd.       Trade Payable           2,217

C. Kaiser Center Properties

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Almanda County                Taxes                 $30,975

City of Oakland               Taxes                   2,255


KAISER: Has Until May 12 to Move Actions to Delaware Court
----------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained a
second extension of their deadline to file notices of removal in
connection with any pending prepetition lawsuits.  The deadline
to make such actions has been moved to May 12, 2003, or 30 days
after the Court enters an order terminating the automatic stay
with respect to a particular action sought to be removed.
(Kaiser Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

Kaiser Aluminum's 12.75% bonds due 2003 (KLU03USR1) are trading
at about 7 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KMART CORP: New Plan Excel Talks About Impact of Store Closings
---------------------------------------------------------------
New Plan Excel Realty Trust, Inc., (NYSE: NXL) provided
supplemental disclosure on its Kmart leases in response to
Kmart's announcement of its intention to close 326 additional
store locations. In its announcement, Kmart indicated that it
intends to close stores at six of New Plan's locations. The six
store locations aggregate approximately 582,336 square feet and
the average base rent for these locations is $3.83 per square
foot. The Company has also reached a tentative agreement with
Kmart regarding rent reductions at six additional locations. In
addition, the Company received notice on January 7, 2003 of
Kmart's intention to reject its lease at Transit Road Plaza,
located in Lockport, New York. Designation rights had previously
been assigned on this lease during 2002.

The potential impact on annual base rent and expense
reimbursements, including common area maintenance and real
estate taxes; the potential impact of co-tenancy clauses; and
the potential impact of rent reductions were considered within
the Company's previously issued earnings guidance, which
included a loss of $0.04 per share related to the potential
closure of additional Kmart stores and potential rent
reductions. As such, New Plan reaffirms that its anticipated FFO
on a diluted per share basis for 2003 will be in a range of
$1.90 to $1.96. New Plan assumes that the store closings occur
on March 31, 2003.

The six locations scheduled to close are Brooksville Square,
located in Brooksville, Florida; Merchants Crossing, located in
Newnan, Georgia; Wabash Crossing, located in Wabash, Indiana;
Pyramid Mall, located in Geneva, New York; Bardin Place Center,
located in Arlington, Texas; and Texas City Bay, located in
Texas City, Texas.

New Plan has not been informed of Kmart's plans with respect to
the remaining 29 New Plan leases.

New Plan Excel Realty Trust, Inc., is one of the nation's
largest real estate companies, focusing on the ownership and
management of community and neighborhood shopping centers. The
Company operates as a self-administered and self-managed REIT,
with a national portfolio of 402 properties and total assets of
approximately $3.7 billion. Its properties are strategically
located across 35 states and include 357 community and
neighborhood shopping centers, primarily supermarket or name-
brand discount chain anchored, with approximately 49.3 million
square feet of gross leasable area, and 45 related retail real
estate assets, with approximately 2.9 million square feet of
gross leasable area. For additional information, please visit
http://www.newplan.com


LISANTI FOODS: US Trustee Appoints 7-Member Creditors' Committee
----------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region 3,
appointed a seven-member Official Committee of Unsecured
Creditors in the chapter 11 cases involving Lisanti Foods, Inc.,
and its debtor-affiliates.  The appointees are:

       1) Debra J. McNulty
          Bay State Milling Co.
          100 Congress Street
          Quincy, MA 02169
          Phone: 617-328-4400
          Fax: 617-479-8910

       2) Alfonso Falivene
          Lucille Farms
          150 River Road
          P.O. Box 517
          Montville, NJ 07045
          Phone: 973-334-6030
          Fax: 973-402-6361

       3) Suprema Specialties, Inc.
          c/o Kenneth P. Silverman,Esq.
          Silverman Perlstein &
          Acampora, LLP
          100 Jericho Quadrangle
          Suite 300
          Jericho, NY 11753
          Phone: 516-479-6300
          Fax: 516-479-6301

       4) Harold L. Runner
          Perdue Farms, Inc.
          P.O. Box 1537
          Salisbury, MD 21802-1537
          Phone: 410-341-2727
          Fax: 410-543-3387
     
       5) Darrel M. Belrrami
          Escalon Premier Brands
          1905 McHenry Avenue
          Escalon, CA 95320
          Phone: 209-552-6006
          Fax: 209-838-6206

       6) Steven Michael O'Brien
          Quality Sausage Company
          1925 Lone Star Drive
          Dallas, TX 75212
          Phone: 214-634-3400, Ext.261
          Fax: 214-634-2296

       7) Matthew C. McGuinness
          Diedrich Coffee, Inc.
          2144 Michelson Drive
          Irvine, CA 92612
          Phone: 949-260-6737
          Fax: 949-260-6731

Counsel for the Creditors' Committee is Timothy W. Walsh, Esq.,
at Piper Rudnick, LLP, in Edison, New Jersey.  

Lisanti Foods, Inc., a pizza restaurant distributor, filed a
chapter 11 petition on November 20, 2002 in the U.S. Bankruptcy
Court for the District of New Jersey.  Boris I. Mankovetskiy,
Esq., Gail B. Cooperman, Esq., and Jack M. Zackin, Esq., at
Sills Cummis Radin Tischman Epstein & Gross, P.A., represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $30 million in
assets and $33 million in debts.


LUCENT TECHNOLOGIES: Reaches Tentative Agreements with CWA Union
----------------------------------------------------------------
Lucent Technologies (NYSE: LU) and the Communications Workers of
America (CWA) reached tentative national and local agreements on
a 20-month contract.

Lucent and the CWA agreed to early bargaining in order to reach
a new agreement before the conclusion of the current contract,
which expires May 31. The company had requested the early
session to gain better insight into how labor costs and the new
contracts will impact its turnaround efforts.

The contract calls for wage increases as well as some changes in
employee and retiree healthcare benefits.  General wages will
increase 2 percent on June 1 and an additional 2 percent on May
30, 2004.  Changes in the healthcare benefits include increases
in co-payments, deductibles and out-of-pocket expenses, and
modest improvements in certain dental benefits.

"We created a contract that is fair to employees and is
consistent with and supports our plans in this challenging
market," said Ralph Craviso, Lucent Technologies vice president,
Workforce Effectiveness.  "The cooperative relationship between
Lucent and the union enabled us to create a contract that
benefits employees and represents another milestone in Lucent's
ongoing efforts to control its costs and expenses."

The CWA will begin the ratification process shortly and
anticipates that it will be concluded by Feb. 7.  The contract
will become effective March 1, 2003 and expires Oct. 31, 2004.

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

DebtTraders says that Lucent Technologies' 7.70% bonds due 2010
(LU10USR1) are trading at about 32 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for  
real-time bond pricing.


MALAN REALTY: Kmart to Close Store in Company's Portfolio
---------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), said that the Kmart store
owned by the company in Milwaukee, Wisconsin will be closed,
according to a news release by Kmart Corporation announcing the
closing of 326 stores distributed Tuesday.

Malan currently has 16 properties leased to Kmart in its
portfolio, down from 27 properties at the end of 2001. Annual
revenues from the 117,791 square-foot store located at 2701 S.
Chase Avenue total approximately $400,000. The store's lease
expires in 2011. Kmart has not disclosed a date for the store's
closing.

Malan Realty Investors, Inc., owns and manages properties that
are leased primarily to national and regional retail companies.
In August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 47
properties located in nine states that contains an aggregate of
approximately 4.4 million square feet of gross leasable area.

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

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


MED DIVERSIFIED: Sun Infuses $3.4 Million of Working Capital
------------------------------------------------------------
Sun Capital HealthCare, Inc., a privately-held leading national
financial services provider for the health care industry,
entered into a factoring agreement to provide immediate working
capital of $3.4 million to Med Diversified, Inc. (Pink
Sheets:MDDVQ), one of the National Century Financial
Enterprises, Inc., clients that filed for bankruptcy after the
health care lender's collapse. The announcement was made jointly
by Peter Baronoff, SCH chairman and CEO, and Howard Koslow, SCH
president and COO, who confirmed that the initial funding was
provided soon after court approval.

Med Diversified, Inc. -- http://www.meddiv.com-- a provider of  
home and alternate site health care services, operates companies
in various segments within the health care industry, including
pharmacy, home infusion, management, clinical respiratory
services, home medical equipment, home health services, and
other functions. The company and its subsidiaries, Chartwell
Diversified Services, Inc., Chartwell Care Givers, Chartwell
Community Services, and Resource Pharmacy, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
November 27, 2002. SCH's initial funding will enable Med
Diversified and the above subsidiaries to continue operations,
pay employees, and fulfill other pre-petition vendor
obligations.

"We are pleased to be able to rescue yet another former NCFE
client whose reimbursements -- and business potential -- have
been locked up pending resolutions of NCFE bankruptcy
proceedings," noted Koslow. "Vital, growth-oriented, thriving
health care organizations like Med Diversified must be able to
continue to focus on the day-to-day servicing of patients and
physicians without interruption and not be tied up in fiscal
strangleholds."

In structuring its funding plan for Med Diversified, SCH based
its financing and requirements on a precedent-setting, court-
approved arrangement that SCH custom structured for Los Angeles-
based Lincoln Hospital Medical Center, another former NCFE
client that was forced into bankruptcy by NCFE's collapse.
According to SCH's Executive Vice President and CFO Larry Leder,
SCH's LHMC post-petition funding plan, which specifically
addressed the factoring of the medical center's accounts
receivable frozen in bankruptcy filings, became a viable
template to draw upon quickly and efficiently for other bankrupt
health care providers, including Med Diversified. The result has
been an increase in funding alternatives for those financially
challenged by the NCFE collapse.

"Through our team's extensive due diligence process, we
determined a great value and confidence in Med Diversified's
business, strategy, and management," added Baronoff. "It is a
thriving health care organization with tremendous growth
potential anchored with a solid, proven track record; seasoned
and stable management; and an astute strategic vision and
business plan. Med Diversified's Chairman and CEO Frank P.
Magliochetti, Jr., has demonstrated the leadership ability to
stabilize business during this rather tumultuous turn, which was
a major determining factor in securing SCH funding."

Magliochetti noted, "We have found that Sun Capital HealthCare
has the full range of specialized health care financial
experience, products, and services, as well as the unlimited
cash resources to completely replace NCFE. As financer for Med
Diversified and other former NCFE clients, SCH has positioned
itself as a major player in the healthcare finance sector that
is poised to help wherever and whenever it is needed."

"Sun Capital HealthCare's working knowledge of the day-to-day
operations and nuances of our business has proven invaluable in
helping us alleviate any critical business interruptions," said
Roy M. Serpa, president of CDSI. "Our new relationship with Sun,
together with the bankruptcy court's approval of our continued
use of cash collateral, has given us the flexibility to control
our cash management and cost of money."

"Furthermore," Serpa continued, "Our field offices can be
assured we now have the resources to operate at 100 percent
without distractions. We can also re-engage our business plans
for fiscal year 2003 that had been put on hold more than 45 days
during this unanticipated and challenging period."

SCH's comprehensive medical accounts receivable funding, medical
billing, and collections services and consulting programs are
applicable for any medically related service in which third-
party payors (i.e., commercial insurance companies, HMOs, Blue
Cross/Blue Shield, Medicare, and Medicaid) are the debtors.
Those that can best benefit from the company's services include
physicians (i.e., general practitioners and specialists,
dentists, chiropractors, psychiatrists, surgeons,
anesthesiologists, optometrists), associated physician groups,
hospitals, out-patient facilities and clinics, medical staffing
services, assisted living facilities, nursing and convalescent
homes, home health care providers, medical labs, physical
therapy groups, physical therapy clinics, and dialysis
facilities.


MOSAIC GROUP: Signs-Up Testa Hurwitz as Non-Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave its interim nod to Mosaic Group (US) Inc., and its debtor-
affiliates' application to retain Testa, Hurwitz & Thibeault,
LLP, as special financing, corporate, real estate, litigation,
intellectual property, immigration, mergers and acquisitions and
general non-bankruptcy counsel.

The professional services Testa Hurwitz will render to the
Debtors include:

     a. Representing the Debtors in connection with general non-
        bankruptcy corporate and commercial matters, such as
        corporate governance and organizational matters,
        securities matters, divestitures of geographic or
        operating divisions, other forms of mergers and
        acquisitions, financing transactions, federal, state and
        local tax matters, real estate tax matters, labor and
        employment matters, general non-bankruptcy litigation,
        foreign sales and operations, contract matters,
        environmental matters, intellectual property matters and
        immigration matters;

     b. Assisting Akin in connection with the negotiation, due      
        diligence, documentation, court approval and closing of
        debtor in possession and exit financing; and

     c. Assisting Akin in the initial phases of the Debtors'
        bankruptcy cases in development and presentation of
        initial urgent matters to the Court.

Testa Hurwitz's current hourly rates for matters of this type
are:
     
          partners                  $400 to $550 per hour
          of counsel                $330 to $400 per hour
          associates                $185 to $400 per hour
          technology specialists    $175 to $275 per hour
          paraprofessionals         $100 to $200 per hour

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


NANOPIERCE TECHNOLOGIES: Inks Agreement with Avery Dennison
-----------------------------------------------------------
NanoPierce Technologies, Inc., (OTCBB:NPCT) signed an agreement
with Avery Dennison Corporation to explore the application of
WaferPierce(TM) and NCS(TM) in the production of reliable, low-
cost RFID labels. This three-phase project will explore a
variety of novel approaches to producing smart labels and begins
immediately.

Avery Dennison is a global leader in pressure-sensitive
technology and innovative self-adhesive solutions for consumer
products and label materials.

NanoPierce Technologies, Inc., has developed a novel, low-cost
connection technology suitable for a variety of electrical and
electronic interconnections. This advanced system has been shown
to provide significant improvements over conventional electrical
and mechanical interconnection methods for a wide variety of
applications.

Paul H. Metzinger, President and Chief Executive Officer of
NanoPierce Technologies, Inc. said: "This agreement between
NanoPierce and Avery Dennison provides the Company with a
tremendous opportunity to demonstrate the efficacy of NCS(TM)
and WaferPierce(TM). NanoPierce remains committed to being a
major participant in this rapidly growing market."

NanoPierce Technologies, Inc., of Denver, Colorado, USA, is
traded on the NASDAQ stock market (OTC:BB:NPCT) as well as on
the Frankfurt and Hamburg exchanges (OTC:NPI). In addition to
the 12 patents it owns, NanoPierce has numerous applications
pending, others in preparation, and various other intellectual
properties related to NanoPierce's proprietary NCS(TM)
(NanoPierce Connection System). This advanced system is designed
to provide significant improvement over conventional electrical
and mechanical interconnection methods for high-density circuit
boards, components, sockets, connectors, semiconductor packaging
and electronic systems.

                         *    *    *

                 Going Concern Uncertainties

The Company's financial statements for the three months ended
September 30, 2002 have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business.
The Company reported a net loss of $1,018,725 for the three
months ended September 30, 2002, and an accumulated deficit of
$18,074,560 as of September 30, 2002. The Company has not
recognized any significant revenues from its PI technology and
expects to incur continued cash outflows. The Company has also
experienced difficulty and uncertainty in meeting its liquidity
needs. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability
and classification of assets or the amounts and classification
of liabilities that might be necessary should the Company be
unable to continue as a going concern.

To address its current cash flow concerns, the Company is in
discussions with investment bankers and financial institutions
attempting to raise funds to support current and future
operations. This includes attempting to raise additional working
capital through the sale of additional capital stock or through
the issuance of debt. Currently, the Company does not have a
revolving loan agreement with any financial institution, nor can
the Company provide any assurance it will be able to enter into
any such agreement in the future, or be able to raise funds
through a further issuance of debt or equity in the Company. The
Company also believes sales of its products and technology
license rights may provide additional funds to meet the
Company's capital requirements.


NATIONAL CENTURY: Court Fixes April 22, 2003 as Claims Bar Date
---------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates sought and obtained a Court order establishing
April 22, 2003 as the last day to file proofs of claim or
interest in these Chapter 11 cases, pursuant to Rule 3003 (c)(3)
of the Federal Rules of Bankruptcy Procedure.

If a claim is scheduled and is not listed as disputed,
contingent or unliquidated, it will be allowed in the amount
scheduled unless a claimant asserts a different amount and
provides sufficient documentation supporting its proof of claim.

On the other hand, if the claimant's claim is not listed at all
or is listed as disputed, contingent or unliquidated, then they
must file a Proof of Claim by the deadline or will be forever
barred from asserting a claim against the Debtors. (National
Century Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONAL STEEL: Wants Approval to Sell Substantially All Assets
---------------------------------------------------------------
On March 5, 2002, the Bush Administration established tariffs on
most imported steel products, which materially increased the
revenues of domestic steel producers.  But since then, the
prices have gradually declined because additional capacity in
the markets has begun to impact pricing.  On a long-term basis,
National Steel Corporation and its debtor-affiliates believe
that even the level of increased revenues generated as a result
of that price surge would be insufficient to overcome the huge
amount of legacy costs, in the form of pension obligations and
other post-employment benefits obligations for their current and
retired employees, and high labor costs that have long plagued
the domestic steel industry. The Debtors also anticipate that
the steel prices will destabilize further after the expiration
of certain of the tariffs in March 2003.  The prevailing
industry view currently holds that 2003 and beyond will be
characterized by lower steel prices, negatively impacting the
revenues of steel companies generally.

With the state of the domestic steel industry and the current
state of, and expectations regarding, steel pricing, the Debtors
have decided that the best opportunity to maximize the value of
their assets, and preserve their operations on a going concern
basis, is to sell substantially all of their principal steel
making and finishing assets.  The Debtors also believe that
completing a sale outside a reorganization plan will lead to
greater value of the assets than completing a sale pursuant to a
plan.  Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher &
Flom in Chicago, Illinois, tells the Court that attempting to
complete the sale in accordance with a reorganization plan would
be inherently longer resulting in a significant risk that the
price that a willing buyer may pay for, in view of expected
decline in steel prices, would deteriorate.

In January 2002, Mr. Pohl relates that the Debtors have employed
Lazard Freres & Co. as investment banker to assist them in
determining the best way to maximize the value of their estates.
This includes soliciting offers from qualified buyers.  Lazard
worked with the Debtors to identify 15 companies that
potentially would be interested in acquiring the Debtors'
assets.  Of the 15 companies, Mr. Pohl reports that seven have
entered into confidentiality agreement with the Debtors and
received an offering memorandum pertaining to the Debtors'
business.  Four of these seven companies attended management
presentations regarding the Debtors' businesses and two out of
the four submitted detailed letters of intent and draft asset
purchase agreements. Both drafts contemplate the purchase of
substantially all of the Debtors' assets.

The Debtors, together with Lazard and their other advisors, as
well as the major creditor constituencies in these cases
evaluated the terms of each proposal.  The creditor
constituencies include:

    * the Official Committee of Unsecured Creditors;
    * the ad hoc committee of holders of the First Mortgage
      Bonds;
    * Mitsubishi Corporation; and
    * Marubeni Corporation.

After careful deliberation, the Debtors concluded that the
proposal from United States Steel Corporation represents the
best offer thus far for the assets.  U.S. Steel has tendered a
$950,000,000 offer for the assets, which consists primarily of
cash.

But more importantly, the Debtors realize that pursuing the sale
of the assets pursuant to U.S Steel's offer is a key predicate
to their ability to formulate a reorganization plan.  Mr. Pohl
points out that under the parties' proposed asset purchase
agreement, U.S. Steel's obligation to close the sale is subject
to an important condition -- its successful negotiation of a new
collective bargaining agreement with the United Steelworkers of
America.  USWA as well as other labor organizations represent
over 80% of the Debtors' 8,000 workforce and the employment
terms of these workers are governed by various collective
bargaining agreements.

"While the Debtors are optimistic that this labor condition will
be satisfied, paving the way for the sale to be consummated --
the Debtors believe that no complete plan can be formulated
unless and until it is determined that the distribution to
creditors under such plan would consist of the proceeds of the
sale or, if the sale cannot be consummated, the very different
distribution that would be available under a stand-alone plan,"
Mr. Pohl explains.  "This determination cannot be made until the
proposed sale process has run its course, and the Buyer has had
an opportunity to satisfy the labor condition."

Accordingly, the Debtors ask Judge Squires to affirm their
business judgment and grant them authority to sell substantially
all of their assets to U.S. Steel, but subject to a competitive
bidding process. (National Steel Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 55 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NEWCOR INC: Concludes Solicitation of Acceptances of Joint Plan
---------------------------------------------------------------
Newcor, Inc., has concluded a solicitation of acceptances of a
proposed joint reorganization plan of the Corporation and its
subsidiaries. The Debtors filed as of January 10, 2003,
voluntary petitions for reorganization under Chapter 11 of Title
11 of the United States Code in the United Stated Bankruptcy
Court for the District of Delaware. The Plan was confirmed by
the Bankruptcy Court on December 31, 2002.

The Corporation proposes to issue, as part of the Plan,
$28,000,000 in aggregate principal amount of Senior Increasing
Rate Notes due 2013. The Notes will be issued under an indenture
which is the subject of its current Application with the SEC.
The interest rate on the Notes shall accrue at 6% per annum for
the first five years and 7% per annum thereafter, if paid in
cash, and at 8.5% per annum for the first five years and 9.5%
per annum thereafter, if paid in kind, except that interest
shall be payable in kind no more than 10 times and in each case
only if (i) excess availability under the Exit Facility (as such
term is defined in the Plan) would be $3,000,000 or less after
giving effect to any such interest payment, or (ii) the
Corporation is unable to make such interest payment in cash
without increasing commitments under the Exit Facility.

The Plan provides that Holders of Allowed General Unsecured
Claims and Allowed Senior Note Claims will receive, in part, a
pro rata share of the Notes or the proceeds thereof, in
connection with the Proceeds Election. With respect to Holders
who elected or were deemed to have elected to opt into the
Proceeds Election, such holders will receive cash proceeds to be
generated by the sale of such Notes pursuant to the Notes
Purchase Agreement following the effectiveness of the Plan.

The Debtors believe that the issuance of the Notes is exempt
from the registration requirements of the Securities Act of
1933, as amended, and state securities and "blue sky" laws
pursuant to Section 4(2) of the Securities Act, as a private
offering to a limited number of sophisticated persons, and
pursuant to Section 1145(a)(1) of the Bankruptcy Code.
Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the
offer and sale of securities under a plan of reorganization,
from registration under the Securities Act and under equivalent
state securities and "blue sky" laws if the following
requirements are satisfied: (1) the securities are issued by the
debtor (or an affiliate participating in a joint plan with the
debtor or the debtor's successor) under a plan of
reorganization; (2) the recipients of the securities hold a pre-
petition or administrative claim against the debtor or an
interest in the debtor; and (3) the securities are issued
entirely in exchange for the recipient's claim against or
interest in the debtor or are issued "principally" in such
exchange and "partly" for cash or property. The Debtors believe
that the issuance of the Notes under the Plan, other than the
Notes to be sold pursuant to the Notes Purchase Agreement in
accordance with the Proceeds Election and the Proceeds Election
Guaranty, will satisfy the requirements of Section 1145(a)(1) of
the Bankruptcy Code and, therefore, such offer is exempt from
the registration requirements referred to above. Furthermore,
the Notes sold pursuant to the Proceeds Election and the
Proceeds Election Guaranty, which will be purchased by the
Proceeds Election Guarantor, will be sold in reliance on Section
4(2) of the Securities Act.


NIAGARA FRONTIER: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Niagara Frontier Hockey, L.P.
             xref Buffalo Sabres
             xref Empire Sports Sales
             HSBC Arena
             One Seymour H. Knox III Plaza
             Buffalo, New York 14203

Bankruptcy Case No.: 03-10210

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                       Case No.
     ------                                       --------
     Crossroads Arena LLC                         03-10211
     Buffalo Sabres Concession LLC                03-10212
     Buffalo Lacrosse LLC                         03-10213
     Sabreland Partnership                        03-10214
     Arena, Inc.                                  03-10215
     Buffalo Sabres, Inc.                         03-10216
     Niagara Frontier Broadcasting Partnership    03-10217
     Aud Club, Inc. (The)                         03-10218
     Western New York Hockey Club Partnership     03-10219

Type of Business: National Hockey League-operated hockey club

Chapter 11 Petition Date: January 13, 2003

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtors' Counsel: William S. Thomas, Jr., Esq.
                  Nixon Peabody LLP
                  Clinton Square
                  P.O. Box 31051
                  Rochester, NY 14603-1051
                  585-263-1000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Adelphia                    Subordinated notes,   Approximately
Christopher Dunstan         advances, and other    $130,000,000      
One N. Main Street          transactions
Coudersport, PA 16715
Tel: 814-260-3430

City of Buffalo             Ground rent               $750,000
Accounts Receivable  
117 City Hall
Buffalo, NY 14202
Tel: 716-851-5278

Empire State Development    Fees under operating      $705,126
Corp.                       agreement
F/k/a New York State Urban
Development Corp.
1515 Broadway
New York, NY 10036

-and-

City of Buffalo
117 City Hall
Buffalo, NY 14202

Vancouver Canucks           Contract                  $442,199
Credit Dept.
800 Griffiths Way
Vancouver, B.C. Canada     
V6B6G1
Tel: 604-899-7400

Exie County IDA             County Fees               $140,000

Curtis Brown                Deferred Signing Bonus    $133,333

Jay McKee                   Deferred Signing Bonus    $133,333

VIC Mobile TV, Inc.         Trade                     $111,975

Brad May                    Deferred Compensation     $104,128

Blue Cross & Blue Shield   Insurance                   $93,575    

U.S. Security Associates    Trade                      $88,505

Maska U.S., Inc.            Trade                      $54,264

Major Indoor Lacrosse       Part of Purchase Price     $50,000
League                     Re: Buffalo Bandits

Eric Mower and Associates   Marketing                  $45,523

Energy Cooperative of       Utility                    $49,449
New York    

National Lacrosse League    Dues                       $48,920

National Mobile TV          Trade                      $46,150

Niagara Mohawk              Utility                    $45,520      

Miller Thomson              Player Arbitration Fees    $44,146

Adelphia Business           Trade                      $42,412
Solutions

Sportservice                Concession Service         $61,926

Smith Cook & Associates,    Trade                      $36,413
Inc.

A.I. Credit Corporation     Insurance Premium,         $35,133
                             Financing Agreement

I.C.E. Ltd                  Insurance                  $33,166

PriceWaterhouseCoopers      Accounting Fees            $30,250

National Hockey League,                                $29,937
Pension Society              

Adelphia Media Services     Advertising                $25,141

John Muckler                Deferred Compensation      $25,044

Brian Campbell              Deferred Signing Bonus     $25,000

Joint Venture Mgt., II      Cleaning Services          $24,054

National Hockey League      Union Dues                 $21,480
Players Association  

Labatt USA                  Refund of Overpayment      $21,250

Williams communication, LLC Trade                      $19,538

Action Spot Sports          Trade                      $17,893
Enterprises

Mercury Graphics            Trade                      $17,392

Viacom Outdoor/Affichage    Trade                      $17,035

Team Bears                  Trade                      $16,127

Game Creek Video            Trade                      $15,274

L&S Services, Inc.          Trade                      $15,012

Fax Sports Net Chicago      Trade                      $14,490
      
Buchanan Ingersoll          Legal Fees                 $14,411   


NORTEL NETWORKS: Wins Contract to Build CDMA Network in Taiwan
--------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) has been selected by Asia
Pacific Broadband Wireless, a new third-generation operator, to
build what is expected to be Taiwan's first CDMA2000 1X and
1xEV-DO digital wireless voice and data network, using Nortel
Networks Univity Wireless Data Network solutions.

Nortel Networks is the major infrastructure supplier for APBW's
3G CDMA network, providing the entire radio, access and core
packet network, which will enable higher capacity and
throughput. Deployment of a complete 3G radio access and core
packet network for APBW is already in progress.

"Our objective is to firmly establish APBW as a mobile, high-
speed data leader in Taiwan's 3G market," said Chung-ming An,
chief executive officer, Asia Pacific Broadband Wireless. "We
believe that CDMA2000 1xEV-DO will enable us to deliver leading
wireless data services and applications that Taiwan mobile users
demand. We selected Nortel Networks as our sole supplier because
of their CDMA leadership and expertise."

Under the terms of the contract, Nortel Networks CDMA2000 1X
solution for APBW includes: Nortel Networks Univity CDMA Metro
Cell radio base station equipped for 1xEV-DO; 1xEV-DO Univity
Radio Network Controller and Element Management System; Univity
CDMA Packet Data Service Node; Nortel Networks Passport 8600
Routing Switch; Passport 7000 Mulitservice Switch; and related
infrastructure.

Nortel Networks Univity solutions support CDMA2000 1X and 1xEV-
DO services from the same base station. This will position APBW
to drive reduced capital and operating expenses. Univity
solutions will also position APBW to generate new revenues
through multimedia services like video and audio streaming and
interactive gaming at peak data rates up to 2.4 megabits per
second.

"We are honored to be working with APBW in deploying its 3G
network in Taiwan," said Jackson Wu, managing director, Nortel
Networks Taiwan. "We believe the launch of 3G networks will
bring Taiwan's wireless data services into a new era of
multimedia broadband. Consumers will be able to enjoy wireless
multimedia, streaming video and real-time, on-line TV news. As a
global leader in 3G wireless solutions, Nortel Networks is proud
to be the technology enabler for these exciting 3G services."

Nortel Networks has designed, installed and launched CDMA
networks for 60 operators in 15 countries. Nortel Networks is
currently deploying CDMA2000 1X with leading customers around
the world. In Asia, the company recently announced a series of
contracts collectively valued at approximately US$280 million to
supply China Unicom with CDMA2000 1X digital wireless network
infrastructure equipment.

Nortel Networks is the world's only supplier with Wireless Data
Networks in service in all three advanced technologies - GPRS,
CDMA2000 and UMTS.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at about 66 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for  
real-time bond pricing.


NTL INC: Expresses Disagreement with Nasdaq Decision
----------------------------------------------------
NTL Incorporated (formerly NTL Communications Corp.) received a
copy of a decision by the Nasdaq Stock Market not to adjust the
shares for the modification of the number of issued shares
described below in settlement of when-issued trading of the
company's stock (NTIWV).

Nasdaq's determination was made despite disclosure by the
Company of the decision to issue 50 million in new common
shares, rather than the 200 million shares that had been
contemplated prior to the Company's motion to the Bankruptcy
Court on November 12, 2002 pursuant to its plan of
reorganization.

Although the Company disagrees with the decision, the decision
is solely the purview of Nasdaq. NTL emerged from bankruptcy
protection on Friday January 10, 2003, and issued 50,500,969
shares of new common stock. Four hundred million shares of
common stock were authorized.

The Company's common stock (CUSIP 62940M104) and Series A
warrants (CUSIP 62940M138) have begun to 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.


ONE PRICE CLOTHING: Commences Trading on Nasdaq SmallCap Market
---------------------------------------------------------------
One Price Clothing Stores, Inc., (Nasdaq: ONPR) announced that
the listing for its outstanding common shares will transfer from
the Nasdaq National Market System to the Nasdaq SmallCap Market
as of January 15, 2003. The transfer follows notice from Nasdaq
that the Company is not compliant with the minimum required
Market Value of Publicly Held Shares.  Among other factors, to
maintain status on the Nasdaq National Market system, the MVPHS,
or market value of all shares excluding those shares held by the
Company's officers and 10% shareholders, must equal a minimum
combined market value of $5 million.  The Company's current
market price has resulted in a MVPHS below required levels.

As previously announced, the Company requested a hearing with a
Nasdaq Listing Qualifications Panel regarding its compliance
with the MVPHS rule, which was held on December 12, 2002.  On
January 11, 2003, the Company was notified by the Listing
Qualifications Panel of its decision to transfer the listing for
the Company's common shares to the Nasdaq SmallCap Market.  The
Company believes it is compliant with the requirements for
transfer to the Nasdaq SmallCap Market.  The Company's ticker
symbol -- "ONPR" -- will remain unchanged.

Leonard M. Snyder, Chairman & Chief Executive Officer, noted:
"The transfer of our common shares to the SmallCap Market will
not require any alteration in the mechanics of trading our stock
since the ticker symbol remains unchanged and will be quoted
electronically just as any other Nasdaq security."

One Price Clothing Stores, Inc., operates a national chain of
retail specialty stores offering first quality, in-season
apparel and accessories for women, children and men at the best
price every day.  The Company currently operates 610 stores in
30 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands under the "One Price & More!" and "BestPrice!
Fashions" brands.

One Price Clothing Stores' November 2, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $20 million.


ONTZINC CORP: Completes Debt Settlement via Equity Swap
-------------------------------------------------------
OntZinc Corporation (TSX Venture:OTZ) intends to undertake a
proposed private placement of up to 5,000,0000 units of OntZinc
at a price of $0.10 per unit for gross proceeds of up to
$500,000. Each unit is to be comprised of one common share and
half common share purchase warrant, each warrant entitles the
holder thereof to acquire a common share for a period of two
years from the date of issuance, exercisable at a price of $0.13
per share. Proceeds of the private placement will be used for
general working capital purposes.

OntZinc also completed the settlement of an aggregate of
$397,723 of indebtedness owed to creditors of the Company.
$362,723 of the indebtedness was settled through the issuance of
3,022,691 shares and $35,000 was settled through the issuance of
350,000 units of OntZinc, each unit being one common share and
one common share purchase warrant exercisable at $0.13 per share
for two years from the date of closing.

Completion of the private placement is subject to regulatory
approval, including satisfaction of the requirements of the TSX
Venture Exchange.

At September 30, 2002, OntZinc Corporation's balance sheet shows
a working capital deficit of about C$400,000.


OWENS CORNING: Wants Nod for OCI to Create Non-Debtor Subsidiary
----------------------------------------------------------------
Owens Corning (China) Investments Company Ltd., is an indirect
wholly owned non-debtor subsidiary of Owens Corning through
Owens Corning Cayman (China) Holdings, a direct wholly owned
non-debtor subsidiary of Owens Corning.

OC has been developing a market in China for its products since
1995 and continues to evaluate and analyze the market in China
for new opportunities.  To date, OCI has established these non-
debtor subsidiaries under the laws of the Republic of China to
manufacture, market, distribute and sell the Company's products:

  -- OC Guangzhou.  In 1994, Owens Corning (Guangzhou) Fiberglas
     Co. Ltd. was established for the purpose of manufacturing
     and selling commercial, industrial and residential
     fiberglass insulation products;

  -- OC Shanghai.  In 1996, Owens Corning (Shanghai) Fiberglas
     Co. Ltd. was established for the purpose of manufacturing
     and selling commercial, industrial and residential
     fiberglass insulation products;

  -- OC Anshan.  In 1996, Owens Corning (Anshan) Fiberglas
     Company, Ltd. was formed for the purpose of marketing,
     distributing and selling fiberglass insulation products
     used for both residential and commercial purposes;

  -- OC Nanjing.  In 1996, Owens Corning (Nanjing) Foamular
     Board Co., Ltd., a sino-foreign equity joint venture was
     established, for the purpose of manufacturing and selling
     foam insulation products.  OC Nanjing is the only foreign
     invested producer of XPS foam insulation and enjoys a 65%
     to 70% share of the XPS foam insulation market in China;
     and

  -- OC Shanghai.  In 2002, Owens Corning (Shanghai) Composites
     Co. Ltd. was established, for the purpose of manufacturing,
     selling, and distributing Muffler Products, to be used for
     various automobile platforms, to tierone automotive product
     suppliers in China.

In accordance with foreign investment policy in China, foreign
investors are permitted to establish a wholly foreign owned
warehousing and distribution enterprise in the Waigaoquia free
trade zone in Shanghai.  The creation of an Import Trading
Company affords OC a degree of free trade and preferential
policies.  Other multi-national companies have established
Trading Companies in the Free Trade Zone.

To set-up an Import Trading Company in the Free Trade Zone, a
foreign investor must present a minimum of $200,000 in
registered capital, and a 400-square meter warehousing space in
the Free Trade Zone.  It is estimated that annual rental of a
warehouse in the Free Trade Zone is $55 per square meter.

By this motion, OC asks Judge Fitzgerald for an order
authorizing OCI to:

    (a) create an Import Trading Company in the Free Trade Zone;
        and

    (b) make a $200,000 capital contribution to the Import
        Trading Company.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the Debtors' request implicates Sections
363 and 105 of the Bankruptcy Code and Rule 6004 of the Federal
Rules of Bankruptcy Procedure.  Although OCI is a non-debtor and
seeks to create a non-debtor subsidiary, certain actions between
non-debtors are subject to the Final Cash Management Order.

Specifically, Ms. Stickles says, the capital contribution from
OCI to the proposed Import Trading Company involves a transfer
of funds that is not specifically permitted by the Final CMO.
"Importantly, OCI's funds are not property of the Debtors'
estates governed by Section 363 of the Bankruptcy Code," Ms.
Stickles notes.  However, in an abundance of caution, the
Debtors seek Court approval of the capital contribution under
Sections 363 and 105, the Sections that govern the Final CMO.  
Section 363 of the Bankruptcy Code provides that a debtor "after
notice and a hearing, may use, sell, or lease, other than in the
ordinary course of business, property of the estate."  In this
Circuit, the Court should approve a debtor's use of assets
outside the ordinary course of business if the debtor can
demonstrate a sound business justification for the proposed
transaction.

According to Ms. Stickles, courts have applied four factors in
determining whether a sound business justification exists:

    (i) whether a sound business reason exists for the proposed
        transaction;

   (ii) whether fair and reasonable consideration is provided;

  (iii) whether the transaction has been proposed and negotiated
        in good faith; and

   (iv) whether adequate and reasonable notice is provided.

Ms. Stickles asserts that the Debtors' proposed creation of a
non-debtor subsidiary meets each of these requirements.

Several sound business reasons exist for the proposed creation
of an Import Trading Company, as a separate, non-debtor entity:

  (1) The creation of an Import Trade Company furthers OC's goal
      of developing and expanding a market in The Republic of
      China for the Company's products.  The creation of a new
      entity also focuses growth in the distribution of products
      which are not currently being manufactured in China;

  (2) The creation of an Import Trading Company will facilitate
      the elimination of using trade agents, which will be more
      cost effective and more efficient for the OCI subsidiaries
      doing business in China;

  (3) The creation of an Import Trade Company improves relations
      with customers since it allows the OCI subsidiaries to
      interface directly with distributors rather than
      communicate through third-party agents.  Direct
      interaction with customers facilitates and enhances the
      alignment and control of the distribution network; and

  (4) The creation of an Import Trade Company minimizes the tax
      burden currently placed on the trading business.  More
      specifically, the Free Trade Zone provides:

           (i) preferential profit tax treatment;

          (ii) a 3% value added tax refund for the first five-
               years; and

         (iii) margins are excluded from customs duty.

The consideration for the capital contribution is fair and
reasonable.  In exchange for the $200,000 capital contribution
necessary to establish the minimum registered capital, OCI will
have a 100% interest in the newly formed Import Trading Company.
Thus, there is more than adequate consideration for this
transaction.

The capital contribution will be made in good faith.

In addition, Ms. Stickles says, adequate and reasonable notice
is provided to creditors of the Debtors' request. (Owens Corning
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PACIFIC GAS: Gains Okay to Hire Keker & Van as Special Counsel
--------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained the Court's
authority to employ Keker & Van Nest, LLP as its special counsel
for the purpose of:

  (a) representing PG&E in connection with the potential
      litigation concerning anti-competitive acts in California
      markets related to the installation of electric power
      lines;

  (b) considering and analyzing PG&E's potential litigation
      between with other parties concerning excessive charges
      for natural gas in the California market; and

  (c) representing PG&E with respect to the potential litigation
      concerning campaign contributions made to the Blank Check
      Committee.

Robert L. Bordon, PG&E Deputy General Counsel, tells the Court
that PG&E and KVN cannot publicly disclose any additional
information about the Power Line and Natural Gas matters at this
time because no action has been filed yet and all communications
regarding these issues are privileged.  Nonetheless, Mr. Bordon
asserts that KVN will not act as PG&E's general bankruptcy
counsel nor will it participate in the formulation of PG&E's
reorganization plan.

Mr. Bordon contends that KVN is well qualified to perform the
services required in the Power Line and Natural Gas issues
because KVN's attorneys are experienced and knowledgeable in
areas pertinent to these matters.  KVN is a 50-lawyer litigation
firm located in San Francisco.  For more than 20 years, KVN have
devoted its practice exclusively in complex civil and criminal
litigation.  KVN's expertise encompasses a wide range of
substantive areas, including intellectual property -- KVN
represented plaintiffs and defendants in patent copyright,
trademark, and trade secrets matters; class actions including
RICO, consumer, false advertising, unfair business practices and
securities case; general contract and commercial litigation,
employment and white-collar crime.

Mr. Bordon further relates that KVN has also represented PG&E in
a breach of contract, anti-trust, and business-tort suit brought
by Sierra Pacific Industries against it and the California
Independent System Operator Corporation in May 2002.  KVN also
analyzed the potential litigation between PG&E and other parties
concerning excessive charges for electric power in the
California electric-power market in June 2001.

PG&E propose to compensate KVN in accordance with its regular
hourly billing rates.  PG&E will also reimburse the firm's
actual necessary expenses.  Mr. Bordon reports that Robert Van
Nest and Jon B. Streeter will be primarily responsible for the
Power Line and Natural Gas matters.  Ethan A. Balogh will team
with Mr. Van Nest with respect to the political contributions
issue.  Mr. Van Nest's current rate is $600 per hour and Mr.
Streeter's is $500 per hour.  Mr. Balogh charges $325 an hour.

Mr. Van Nest is a graduate from Stanford University in 1973 and
earned his law degree in 1978 from Harvard Law School.  Mr.
Streeter is also from Stanford University, graduating in 1978.
Mr. Streeter earned his law degree in 1981 from Boalt Hall
School of Law at the University of California -- Berkeley.  Mr.
Balogh is a graduate of Harvard University in 1990 and earned
his law degree in 1994 from the Yale Law School.

Mr. Van Nest assures Judge Montali that KVN does not represent
or hold any interest adverse to PG&E or to the estate with
respect to the matters on which it is employed.  KVN is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code. (Pacific Gas Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PACIFICARE: Expands into 7 Western States with New Dental Plans
---------------------------------------------------------------
PacifiCare Dental & Vision, a subsidiary of PacifiCare Health
Systems Inc. (Nasdaq:PHSY), now offers a complete, affordable
and flexible benefits package for employers in Arizona,
Colorado, Nevada, Oklahoma, Oregon, Texas and Washington as well
as California.

PacifiCare Dental & Vision, an innovator in dental and vision
plans in California for more than 30 years, is combining its
dental PPO plans, dental indemnity plans and vision PPO plans
with PacifiCare Health Systems' health insurance plans to
provide a "one-stop shopping" benefit solution for employers of
all sizes.

"Dental and vision benefits are an important tool for attracting
and retaining employees, ranking as the second and third most
requested employee benefits after medical," said Dr. Jerry
Vaccaro, president and chief executive officer of PacifiCare
Dental & Vision.

"As employers struggle with tighter benefits budgets and
increases in health-care costs, bundled benefit packages have
become a valuable option for helping employers better manage
their employees' benefits. By purchasing total benefits
solutions from a single carrier, employers can help reduce costs
and increase employee satisfaction.

"We also know consumers in these states are looking for a
company that can provide a wide range of choices and options as
well as excellent customer service," Vaccaro added.

PacifiCare Dental & Vision offers several plans, including low-
cost and voluntary options. Indemnity and PPO plans are
available in all new states to new members as well as current
PacifiCare health plan members. Customer and administrative
services are provided by dedicated, local staff in each state.

"By combining comprehensive dental and vision plans with our
innovative medical plans, we can provide a `one-stop benefit
shopping' solution for our employer customers," said Brad
Bowlus, president and CEO of PacifiCare Health Plans.

"As a consumer health organization, we are taking action to help
employers enhance health benefit options for their employees by
providing myriad consumer-driven health services that offer more
choice, flexibility and affordability."

PacifiCare Dental (a California-licensed HMO dental plan) and
PacifiCare Dental & Vision Administrators (third-party
administrator of indemnity and PPO dental and PPO vision plans)
provide HMO, PPO, and fee-for-service dental and PPO vision
benefits directly to individuals and employer groups and to
seniors through Secure Horizons.

PacifiCare Dental & Vision/PacifiCare Dental & Vision
Administrators is a wholly owned subsidiary of PacifiCare Health
Systems, one of the nation's largest consumer health
organizations. Product offerings are currently available in
Arizona, California, Colorado, Nevada, Oklahoma, Oregon, Texas
and Washington.

PacifiCare Dental & Vision is based in Santa Ana, and may be
reached at 800/622-6388 or at http://www.pacificare-dental.com
and http://www.pacificare-vision.com

PacifiCare Health Systems is one of the nation's largest
consumer health organizations with approximately $11 billion in
annual revenues. Primary operations include health insurance
products for employer groups and Medicare beneficiaries in eight
states and Guam, serving more than 3 million members.

Other specialty products and operations include pharmacy and
medical management, behavioral health services, life and health
insurance and dental and vision services. More information on
PacifiCare Health Systems can be obtained at
http://www.pacificare.com

                       *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PETROLEUM GEO-SERVICES: Uses 30-Day Grace Period for Payments
-------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (Oslo:PGS) will use the 30
day grace period for payment of interest due January 15, 2003
related to the Company's 8.15% Senior Notes due 2029.

This decision has been implemented as a result of the Company's
ongoing dialogue with its banks and bondholders in assessing
PGS' financial condition and optimizing its liquidity position.
As a part of this dialogue, the U.S. law firm of Bingham
McCutchen LLP has been engaged to act on behalf of the
bondholders to assist in communication between the bondholders
and PGS, and any bondholders who wish to participate in this
dialogue should contact Bingham McCutchen for further details.

Under the terms of the notes, no default will occur if the
interest payments are made within 30 days of the due date. PGS
currently intends to pay such interest payments before the 30
days period expires.


PINNACLE ENTERTAINMENT: Appoints Stephen Capp as EVP and CFO
------------------------------------------------------------
Pinnacle Entertainment, Inc., (NYSE: PNK) appointed Steve Capp
to the senior management team of the Company as Executive Vice
President and Chief Financial Officer.  Mr. Capp, 40, joins the
Company from the investment banking firm Bear, Stearns & Co.
Inc., in New York where he was a Managing Director focused on
the U.S. leveraged finance market.  In that capacity he worked
in numerous industry sectors, including gaming, and was involved
in advising clients and devising execution strategies for
various corporate finance transactions.

Mr. Capp's career in the financial services industry extends
from 1989. Prior to joining Bear, Stearns in 1999, Mr. Capp was
Group Head of the Latin America floating-rate debt structuring
and distribution business for BancAmerica Securities in New
York.  From 1992-1997 he was a Managing Director for BancAmerica
Securities in San Francisco, where he focused on debt financing
transactions for gaming companies principally, but was also
responsible for client transactions in the broadcasting, film
production, theatrical exhibition, high technology and project
finance sectors.  Mr. Capp was with Security Pacific Merchant
Bank in Los Angeles as a Vice President from 1989-1992.

Mr. Capp earned his B.S. degree in 1985 from the University of
Arizona and his MBA degree in 1989 from the Wharton School of
the University of Pennsylvania.

Mr. Capp replaces Bruce Hinckley, who chose to remain in
Southern California when the Company relocated its corporate
offices to Las Vegas, Nevada.  "We are extremely grateful for
Bruce Hinckley's contribution to the Company over the years.  
His expertise and dedication have been invaluable. We wish him
the very best as he pursues other opportunities," commented
Pinnacle Entertainment, Inc.'s Chairman and Chief Executive
Officer, Daniel R. Lee.  "We are also, of course, pleased to
have Steve Capp join our management team.  He will be an
integral and very important part of our efforts to grow our
Company."

Pinnacle Entertainment owns and operates seven casinos (four
with hotels) in Nevada, Mississippi, Louisiana, Indiana and
Argentina, and receives lease income from two card club casinos,
both in the Los Angeles metropolitan area.

As previously reported, Standard & Poor's revised its outlook on
Pinnacle Entertainment Inc., to stable from negative and
affirmed the company's 'B' corporate credit rating and other
ratings. The action followed improved operating results for the
six months ended June 30, 2002, for the Glendale, California-
headquartered casino owner and operator and reflected Standard &
Poor's expectation that the positive momentum will continue in
the near term, leading to improved credit measures. Pinnacle had
total debt outstanding at June 30, 2002, of slightly less than
$500 million.

"Ratings stability reflects the expectation that the company
will maintain its market positions and that operating
performance will gradually improve, somewhat offsetting the
risks associated with Pinnacle's increased capital spending
plans," said Standard & Poor's credit analyst Michael Scerbo.


PRESIDENT CASINOS: Net Capital Deficit Widens to $47 Million
------------------------------------------------------------
President Casinos, Inc., (OTC:PREZ) announced results of
operations for the third quarter ended November 30, 2002.

For the three-month period ended November 30, 2002, the Company
reported a net loss of $1.6 million compared to a net loss of
$4.7 million for the three-month period ended November 30, 2001.

Revenues for the three-month period ended November 30, 2002 were
$29.0 million, compared to revenues of $30.8 million for the
three-month period ended November 30, 2001.

For the three-month period ended November 30, 2002, the Company
had earnings before interest, taxes, depreciation and
amortization (EBITDA) and before impairment of long-lived assets
and gain/loss on disposal of assets of $2.2 million, compared to
$1.4 million for the three-month period ended November 30, 2001.

Revenues for the nine-month period ended November 30, 2002 were
$94.4 million, compared to revenues of $96.7 million for the
nine-month period ended November 30, 2001.

For the nine-month period ended November 30, 2002, the Company
reported a net loss of $6.2 million compared to a net loss of
$9.5 million for the nine-month period ended November 30, 2001.

For the nine-month period ended November 30, 2002, the Company
had EBITDA before impairment of long-lived assets and gain/loss
on disposal of assets of $8.8 million, compared to $7.7 million
for the nine-month period ended November 30, 2001.

At November 30, 2002, President Casino's balance sheet shows a
working capital deficit of about $124 million, and a total
shareholders' equity deficit of about $47 million.

President Casinos, Inc., owns and operates dockside gaming
facilities in Biloxi, Mississippi and in downtown St. Louis,
Missouri, north of the Gateway Arch.


PROVIDIAN FIN': Will Publish Q4 & Full-Year Results on Jan. 30
--------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) will release fourth
quarter and full year 2002 financial results on January 30, 2003
after the close of he market.  The release will be available on
the Company's Web site at http://www.providian.com  The Company  
will hold its conference call shortly thereafter at 5:00 p.m.
Eastern Time.  The call will be broadcast live over the Internet
through the Investor Relations page of Providian's Web site,
http://www.providian.com  Those interested in listening to the  
live call should go to the Web site at least 10 minutes before
the start of the call to register and download any necessary
software.  A replay will be available shortly after the
conclusion of the call and will remain available through
February 6, 2003.

For more information - Investors, please contact Jack Carsky at
415-278-4977 or Bill Horning at 415-278-4602.  Media, please
contact Alan Elias at 415-278-4189 or Laurel Munson at 415-278-
4770.

Note: Investor information is available on Providian Financial's
Web site at http://www.providian.com

As previously reported, Moody's Investors Service confirmed the
ratings of Providian Financial Corporation and its unit
Providian National Bank.

Outlook is stable.

                   Ratings Confirmed:

* Providian Financial Corporation

  - senior unsecured debt rating of B2.

* Providian Capital I

  - the preferred stock rating of Caa1.

* Providian National Bank

  - bank rating for long-term deposits of Ba2

  - ratings on senior bank notes and other senior long-term
    obligations of Ba3;

  - issuer rating of Ba3;

  - subordinated bank notes rating of B1, and

  - bank financial strength rating of D.

The ratings confirmation reflects the numerous measures the
company has taken just to strengthen its financial position,
including portfolio sales, facility closings, and the
implementation of conservative underwriting and marketing plans.


QWEST: Inks Exclusive Marketing Pact with Forest City Stapleton
---------------------------------------------------------------
Qwest Communications (NYSE: Q) and Forest City Stapleton, Inc.,
an exclusive marketing agreement in which Qwest will be the
preferred provider of telecommunications services, including DSL
service, to residents in the new, mixed-use neighborhoods
currently taking shape at Stapleton.

The agreement brings advanced broadband communications to the
single- family homes at one of the nation's most attractive new
urban communities, which is projected to have a total of 30,000
residents when it reaches full build-out in the next 15 years.
The high-speed, "always-on," Qwest DSL connection allows
customers to surf the Internet at speeds up to 7 megabits per
second, or up to 125 times faster than a traditional 56K modem,
ensuring that residents of the single-family homes at Stapleton
will enjoy all of the benefits of living in a community that is
fully wired for the future.

"Qwest is thrilled to provide the Stapleton community with DSL
and its many benefits," said Teresa Taylor, executive vice
president of product management for Qwest. "These residents will
be able to enjoy a technology that can simplify their lives
through the convenience of a fast, always-on connection to the
Internet."

"Stapleton is a community of neighborhoods that are being
created in an environment that encourages 'life-long learning,'"
said John Lehigh, chief operating officer of Forest City
Stapleton, Inc., master developer of the 4,700-acre former
airport property. "The Qwest DSL service at Stapleton is an
important component of a telecommunications structure at
Stapleton that will provide high-speed linkages with
informational resources throughout the world," Mr. Lehigh added.

Qwest's DSL service allows customers to use a single,
traditional telephone line for simultaneous voice and access to
the Internet. It is designed for small businesses, people with
home offices or anyone who wants high-speed access to the
Internet and always-on availability to the Internet and e-mail.
Qwest DSL supports several Internet service providers.

Stapleton is rapidly being transformed into the new urban
community envisioned by the citizens of Denver who created the
internationally acclaimed Stapleton Development Plan. The Quebec
Regional Retail Center at Stapleton already is bringing new
retail to northeast Denver that includes Home Depot, Wal-Mart,
Sam's Club, Just for Feet, Office Depot and a wide variety of
additional retail outlets. Within walking distance to the south,
there already are 189 homes of a variety of sizes and prices
occupied on the site of the former airport's east-west runway
where another 240 homes are under construction. Nearby, within
walking distance, an innovative Denver Public Schools campus is
under construction in preparation for opening in August of next
year. The Denver School of Science and Technology, a DPS charter
high school, also is scheduled to come to Stapleton in 2004.

Forest City Enterprises, Inc., (NYSE: FCEA, FCEB) is a $4.5
billion NYSE- listed real estate company headquartered in
Cleveland, Ohio. The Company is principally engaged in the
ownership, development, acquisition and management of commercial
and residential real estate throughout the United States. The
Company's portfolio includes interests in retail centers,
apartment communities, office buildings and hotels. The
Company's targeted markets include Boston, Denver, Los Angeles,
New York, Philadelphia, Richmond, San Francisco and Washington,
D. C.

More information about the redevelopment of Stapleton is
available on the Web at http://www.stapletondenver.comor  
http://www.fceinc.com  

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

As reported in Troubled Company Reporter's January 2, 2003
edition, Standard & Poor's reassigned its 'B-' corporate
credit rating to diversified telecommunications carrier Qwest
Communications International Inc.

Standard & Poor's also assigned a 'CCC+' rating to three senior
subordinated secured notes, representing $3.3 billion in total
debt issued under a 144A offer by Qwest Services Corp., in
connection with its debt exchange offer concluded with Qwest
Capital Funding Inc., debt holders. These notes are guaranteed
by Qwest and Qwest Capital Funding Inc., and have a junior lien
on the $2 billion bank loan collateral pool. The collateral for
the $2 billion bank loan includes a first lien on the stock of
the local telephone operating company Qwest Corp., and a second
lien on the stock and certain assets of the Qwest directories
business.

Furthermore, Standard & Poor's assigned a 'CCC+' rating to the
untendered senior unsecured debt remaining at Qwest Capital
Funding Inc., which represents about $7.7 billion of debt.

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


RAND MCNALLY: Mapmaker Eyes Prepackaged Chapter 11 Filing
---------------------------------------------------------
Rand McNally & Company, world-leading commercial mapmaker, plans
to restructure its balance sheet through a fast-paced
prepackaged Chapter 11 filing.  The goal is to recapitalize the
company and significantly reduce debt, paving the way for
"renewed investment to continue its business momentum."  The
Chapter 11 filing should not affect day-to-day operations and
the plan contemplates paying all trade creditors in full.

Rand McNally is a privately held company and does not release
financial information to the public.  Chicagoans Andrew McNally
and William Rand founded the company in 1856, and the business
was run by a Rand or a McNally until Sept. 2, 1997, when its was
sold to New York-based AEA Investors for, press reports say,
something between $430 and $535 million.  AEA is group of
investors that banded together in 1969 and includes some of
America's richest industrial families, including the
Rockefellers, Mellons and Harrimans.  More than a year ago, AEA
hired Deutsche Bank Alex. Brown to scout for a buyer, according
to a report from The New York Times' archives.  Hoover's reports
that the Company's 1,000 employees generated roughly $200
million in sales 2001.

The Prepackaged Plan has the support of committees representing
the company's senior and subordinated lenders.  Leonard Green &
Partners, a private equity firm specializing in management
buyouts of middle market companies, is the majority holder of
the company's senior debt.  Rand McNally says it is currently
conducting a formal solicitation of its debt holders to support
the recapitalization plan.  The company anticipates receiving
creditor approval within the next two to three weeks.  

Michael Hehir, President and Chief Executive Officer of Rand
McNally, said: "This development demonstrates the progress Rand
McNally is making to execute its strategy. For the past year,
our people have focused on delivering new products, improving
customer satisfaction and strengthening the company's financial
structure. We have made progress, and as we enter the final
phase of our restructuring we are positioned for further gains."

                      About Rand McNally

Rand McNally & Company, founded in 1856, is America's
indispensable travel guide, providing mapping, routing and trip-
planning tools for the consumer, business, education and
commercial transportation markets.  The company produces print
and electronic products featuring national and local maps for
the United States and Canada, including the Rand McNally Road
Atlas and Thomas Guides.  Rand McNally offers trip planning on
randmcnally.com and operates retail stores across the United
States.  For more information, call (800) 333-0136 or visit
http://www.randmcnally.com


SANRISE INC: Sells DataVault Business to ManagedStorage Int'l
-------------------------------------------------------------
ManagedStorage International, Inc., announced the completion of
$22 million in equity funding and the acquisition of
substantially all of the assets related to the DataVault storage
services business of Sanrise, Inc.

On Thursday, January 9, ManagedStorage completed $22 million in
equity funding led by Tudor Ventures with participation by
current ManagedStorage investors, Great Hill Partners and J.P.
Morgan Chase & Co.  MSI hired investment banker Innovation
Advisors to assist and advise the company with the equity raise.

"We are happy to complete this round of funding and are
enthusiastic to work with Tudor Ventures," said Thomas P.
Sweeney III, president and CEO of ManagedStorage. "The
investment validates our business strategy of offering
affordable data protection services to businesses regardless of
data type or location. I am especially pleased that Great Hill
Partners, our original investor, has continued to support the
company and was instrumental in getting this round of funding
and the acquisition completed."

"MSI's solid management team and their proven data protection
services made this a compelling investment," said Rick Williams,
partner of Tudor Ventures. "We strongly believe that companies
will accelerate their outsourcing of data protection services,
and MSI's unique service offerings will make them the preferred
provider."

On Friday, January 10, MSI completed the acquisition of
substantially all of the assets of Sanrise's DataVault business
through the bankruptcy court. The acquisition includes
customers, storage infrastructure, and software in 24 data
centers in the US, London, Paris, and Tokyo, as well as
personnel in the US and London. The acquisition brings MSI's
total number of storage data centers to 45, with services now
being available in Europe and Japan.

"We are excited to add the DataVault customer base to our
current portfolio, and look forward to providing the same high
level of service these customers are accustomed to receiving.
The acquisition significantly expands our market availability in
the US and opens new and profitable markets in London, Paris,
and Tokyo," said Sweeney. "In addition, these customers will now
have the opportunity to purchase remote data protection services
from our large network of service provider partners and value
added resellers."

"Gartner studies show that companies are becoming more
comfortable with outsourcing backup and recovery," said Adam
Couture, Sr. Analyst with Gartner. "Through the DataVault
acquisition, ManagedStorage should reach critical mass in their
ability to address the growing market for remote backup."

MSI's RemoteStor(TM) service can protect any company's data
remotely via a broadband connection. With millions of businesses
served by high-speed Internet connections, the number of
companies that can benefit from the use of RemoteStor is
significant. RemoteStor guarantees that a company's data is
backed up daily, stored securely off-site in one of MSI's data
centers, and is available for instant recovery anytime,
anywhere.

ManagedStorage expects to complete the integration of the
DataVault business during the first quarter of 2003. "When the
integration is complete, MSI will be one of the largest storage
service providers and expects to end the first quarter of 2003
with positive cash flows from operations," said Sweeney.

ManagedStorage International provides storage management
services to enterprise and service provider customers in the US,
UK, France, and Japan. MSI uses its proprietary GridWorks(TM)
management system to deliver guaranteed data management and data
protection services across all types of storage systems both
onsite and remotely. The company manages over three petabytes of
data for existing customers. The company was formed in April
2000 and is privately held. ManagedStorage is headquartered in
Broomfield, Colorado. For a complete description of
ManagedStorage services and for a list of MSI's partners, visit
the company's Web site at http://www.managedstorage.com


SASKATCHEWAN WHEAT: Noteholders Nix Restructuring Proposal
----------------------------------------------------------
A Committee representing the holders of a significant principal
amount of secured medium term notes issued by the Saskatchewan
Wheat Pool rejected SWP's proposed restructuring proposal and
called for the fair and equitable treatment of all stakeholders.
The Committee also announced that it would prepare an alternate
proposal for consideration by all Noteholders. Toward that end,
the Committee will move to adjourn the SWP's meeting of
Noteholders, currently scheduled for January 31, 2003, to
February 25, 2003, at which time Noteholders will be asked to
consider the Committee's alternate proposal.

The ad hoc committee of Noteholders was formed by holders of a
number of the SWP Notes in order to ensure that the group's
interests are recognized and protected in light of the
Saskatchewan Wheat Pool's announcement of its need to identify
new strategic alternatives. The Committee represents Noteholders
across Canada holding in excess of $125,000,000, or
approximately 42%, of the outstanding principal amount of
$300,000,000.

In rejecting the SWP's proposal the Committee cited the
proposal's absence of an acceptable capital structure and its
failure to balance the interests of all stakeholders in a fair
and reasonable manner. The Committee indicated that its goal
remains a consensual restructuring plan that accommodates the
interests of all stakeholders and strengthens the financial
position of the Saskatchewan Wheat Pool.

The Committee studied the SWP's proposal carefully and requested
a meeting with the SWP which was held late last week. At that
time the Committee indicated its rejection of the proposal and
asked the SWP to postpone the mailing of and meeting on their
proposal.

In light of the SWP's actions, and in accordance with the terms
of the Trust Indenture governing the Notes, the Committee has
advised the SWP that it will prepare an alternate restructuring
proposal for all Noteholders to consider and vote upon. It is
expected that the Noteholders will be asked to consider this
alternative proposal at a meeting to be held in Regina,
Saskatchewan on February 25, 2003. In order to be approved a
proposal must receive the support of 66-2/3% of the principal
amount of the Notes represented at the meeting and voting on the
proposal.

The Committee also announced that it has retained Goodmans LLP
as legal counsel, and Ernst & Young Inc., as its financial
advisors to assist in the examination of restructuring
alternatives for the Saskatchewan Wheat Pool.


SBC COMMS: Seeks FCC Approval to Offer Long Distance in Nevada
--------------------------------------------------------------
SBC Communications Inc., (NYSE:SBC) filed with the Federal
Communications Commission for permission to offer long distance
service to consumers and businesses in Nevada. This FCC filing
comes in the wake of last month's unanimous approval of SBC's
application to provide long-distance service in the state by the
Public Utilities Commission of Nevada's.

"This is an exciting time for consumers in Nevada," said William
Daley, SBC Communications Inc. president. "FCC approval of our
long distance application would result in a new era of
competition for Nevada consumers and businesses that would
benefit from improved quality, greater choice and better-priced
services."

In the application, SBC clearly demonstrates that it meets the
federal 14-point checklist required to enter the Nevada long
distance market. Federal regulators will have 90 days to
consider and vote on the application.

"It's time that Nevadans have access to the same advantages that
consumers in 35 other states are already experiencing," said
Daley. "Our goal is to offer our customers efficient,
comprehensive solutions to their communications needs - and long
distance is an important element in making that happen."

Highlights of Nevada's open local marketplace include:

     --  The Nevada PUCN has approved 99 interconnection
         agreements between SBC and CLECs  

     --  In 2002, SBC processed more than 50,000 orders from
         competitors for access to its Nevada network  

     --  2.8 million telephone numbers have been assigned to
         CLECs in Nevada  

     --  To carry traffic between SBC and CLEC locations, SBC
         has provisioned more than 13,000 interconnection trunks
         in Nevada  

     --  SBC and its competitors in Nevada are exchanging over
         100 million minutes of local calls each month (based on
         October 2002 actuals of 114 million)  

Later this week, SBC is expected to seek FCC approval to offer
long distance service in Michigan following yesterday's approval
from regulators in that state. These efforts are part of SBC's
continuing push to enter new long distance markets, bringing
choice, more reliable service and competitive prices to
consumers in all of its 13 states.

SBC Communications offers long-distance services in seven
states: Texas, Kansas, Oklahoma, Arkansas, Missouri, Connecticut
and California.

SBC Communications Inc. -- http://www.sbc.com-- is one of the  
world's leading data, voice and Internet services providers.
Through its world-class networks, SBC companies provide a full
range of voice, data, networking and e-business services, as
well as directory advertising and publishing. A Fortune 30
company, America's leading provider of high- speed DSL Internet
Access services, and one of the nation's leading Internet
Service Providers, SBC companies currently serve 58 million
access lines nationwide. In addition, SBC companies own 60
percent of America's second-largest wireless company, Cingular
Wireless, which serves more than 22 million wireless customers.
Internationally, SBC companies have telecommunications
investments in 25 countries.

At September 30, 2002, SBC Communications' balance sheet shows a
working capital deficit of about $7 billion.


SEDONA CORP: Completes $1.2-Mill. Financing Package Arrangement
---------------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com
-- completed an agreement on a financing package that will allow
the Company to meet its current working capital requirements and
continue to execute its indirect business strategy.

The $1.2 million financing package consists of $1.0 million of
secured promissory notes and $200,000 of convertible debentures.
An initial $700,000 under the financing package was provided to
the Company on January 14, 2003, with the remaining $500,000 to
be provided on or before March 15, 2003.

The notes and debentures accrue interest at the rate of 7% per
annum, may be prepaid without penalty and are due one year from
their issuance. However, the due dates of the notes and
debentures may be extended by the Company for up to 3 successive
one-year periods. The unpaid principal balance of the debentures
may be converted at any time into a maximum of 20 million shares
of common stock.

Under the terms of the agreement, the investor has the right to
appoint up to 30% of the members of the Company's Board of
Directors within ninety days. In addition, the Company has
agreed to file a registration statement with the SEC covering
the resale of the shares of Common Stock that may be issued as
part of the financing.

Pursuant to previously announced events, the following
information will help further clarify these issues as they
significantly contribute to the companies operations, financial
position, and future business opportunities.

First, the Company recently announced that it had sold its
existing "direct or end user" customer base to Fiserv Customer
Contact Solutions. As part of the overall transition to a 100%
indirect selling model, this arrangement between companies
provides benefits to SEDONA, Fiserv, and the customers as well.

Most notably for SEDONA, the transition relieved the Company of
the ongoing costs (personnel, computing equipment, telephone
lines, etc.) and liabilities of maintaining a direct channel
service and support activity. In just work force reductions
alone, the Company was able to reduce personnel-only operating
expenses by over $1.1 million (annualized).

Strategically, this arrangement will allow the remaining SEDONA
business and technical personnel to fully focus on the Company's
indirect business needs and support its growth plans.

Second, the Company also announced that it had relocated its
headquarter facilities to better suit the operation and further
reduce rent-related operating expenses by over $550,000 per
year. Additional savings will also be gained from other variable
facilities expenses that are now more appropriately scaled to
the Company's needs.

SEDONA's new headquarters is located at: 1003 W. 9th Avenue -
2nd Floor, King of Prussia, PA 19406.

In total, SEDONA has reduced its overall operating expenses by
more than 50%. This in combination with the new financing will
allow the Company to hone in on identified indirect business
opportunities and enable the company to continue its goal to
become profitable in the near term.

SEDONA(R) Corporation (Nasdaq:SDNA) provides Customer
Relationship Management solutions specifically tailored for
small and mid-sized financial services businesses such as
community banks, credit unions, insurance companies, and
brokerage firms. By using SEDONA's CRM solutions, financial
institutions can effectively identify, acquire, foster, and
retain loyal, profitable customers.

Financial service solution providers such as Fiserv Inc., Open
Solutions Inc., and Sanchez Computer Associates Inc. offer
SEDONA's CRM solutions to their own clients and prospects.
SEDONA Corporation is also an Advanced Level Business Partner of
IBM(R) Corporation.

For additional information, visit the SEDONA Web site at
http://www.sedonacorp.com

As previously reported in the November 22, 2002 edition of
Troubled Company Reporter, SEDONA(R) said it was aggressively
pursuing several alternatives and anticipates this concern will
be resolved. If such funding did not become available on a
timely basis, however, the Board would explore additional
alternatives to preserving value for its creditors and
stockholders which might include a sale of all or part of the
Company or a reorganization or liquidation of the Company.


SEVEN SEAS PETROLEUM: Files for Chapter 11 Protection in Texas
--------------------------------------------------------------
Seven Seas Petroleum Inc., (OTC Pink Sheets: SVSSF) filed for
protection under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court, Southern District of
Texas, Houston Division. The Company has consented to the
appointment of a court-appointed trustee.

The filing pertains only to Seven Seas Petroleum, Inc., the
Cayman-based corporate parent. The Company's subsidiaries are
separate legal entities and intend to continue operations in the
ordinary course and proceed with the closing of the previously
announced sale of their 57.7% participating interest in the
shallow Guaduas Oil Field and related assets.

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


SIERRA PACIFIC: Requests to Maintain Rates at Current Levels
------------------------------------------------------------
Sierra Pacific Power Company made its mandatory annual deferred
energy filing with the Public Utilities Commission of Nevada
(PUCN), requesting that customer rates for the next year remain
at current levels.  The filing was made in conjunction with a
filing for recovery of conservation costs (known as General
Order 43) sought by the company.

Combined, the two filings represent a change of less than one-
tenth of one percent, which would mean an increase of just 4-6
cents per month, or a maximum of 72 cents a year, for a typical
residential customer.  If approved by the PUCN, single family
residential customers' using 715 kilowatt hours of electricity
per month would see their bills increase from $75.09 to $75.15.

"The decline in energy prices during 2002, coupled with a
conservative analysis of the immediate future, has resulted in
our current request to stabilize customer rates at current
levels," Walter M. Higgins, chairman, president and CEO of
Sierra Pacific Resources (NYSE: SRP).

Higgins further noted that there have been significant changes
in the energy marketplace since the crisis that gripped the
Western United States in 2000-2001.  "Although the energy crisis
has abated and we are hopeful that pricing trends will continue
to move downward, we would be remiss in not recognizing the
unpredictability of the power marketplace.

"We still have concerns about the future of Nevada's energy
supplies and the potential ramifications if our state does not
become more energy self-sufficient.  In order to meet the
extraordinary challenge of securing reliable and economic
sources of power to satisfy the state's growing needs, Sierra
Pacific Power and its parent company, Sierra Pacific Resources,
are eager to work with state leaders to seek ways to reduce
dependence on volatile energy markets," he said.

Sierra Pacific is required by Nevada law to make deferred energy
filings annually.  Under Nevada law, the company makes no profit
on fuel and energy costs.  During the preceding year, increases
and decreases in fuel and purchased power costs are held in a
balancing account and these changes are passed on dollar-for-
dollar to customers.  Also, the going forward rate was requested
to remain the same, expecting stable costs in the year ahead.

The second filing made by Sierra Pacific is for recovery of
costs invested in conservation, which were approved by the PUCN
earlier this year.  These investments pay for low-income
weatherization programs, energy education, information and
conservation programs.  To pay for these costs, this second
filing requests an increase in rates of 7 cents per month for
the typical single family residential customer.  The increase is
offset by a decrease in the deferred energy filing, which
results in the net 4-6 cent monthly increase for residential
customers.

Both filings are subject to review and approval by the PUCN.  A
decision by the PUCN could go into effect on or before mid-June,
2003.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Sierra Pacific Power
Company, the electric utility for most of northern Nevada and
the Lake Tahoe area of California; and Nevada Power Company, the
electric utility for most of southern Nevada. Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada.  Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns a 50 percent interest
in an interstate natural gas transmission partnership, several
unregulated energy services companies and Sierra Pacific
Communications, a telecommunications network development
company.

                          *    *    *

As reported in Troubled Company Reporter's October 14, 2002
edition, Standard & Poor's Ratings Services reaffirmed its
single-'B'-plus corporate credit ratings on Sierra Pacific
Resources and its utility subsidiaries Nevada Power Co., and
Sierra Pacific Power Co.  Standard & Poor's also affirmed the
double-'B' ratings on the senior secured debt at the two
utilities. All ratings remain on CreditWatch with negative
implications.


TERADYNE INC: Posts $424MM Net Loss on $333MM Sales in Q4
----------------------------------------------------------
Teradyne, Inc., (NYSE: TER) reported sales of $333.6 million for
the fourth quarter of 2002, and a net loss on a GAAP (Generally
Accepted Accounting Principles) basis of $423.8 million. The pro
forma net loss for the fourth quarter of 2002 was $36.5 million
before a valuation allowance on deferred tax assets, product
inventory write downs, restructuring charges, asset impairments,
product divestitures, and the impact of accelerated
depreciation. The GAAP net loss includes a one time, non-cash
tax charge for the reversal of the opening balance of Teradyne's
net deferred tax asset of $280 million.

"The combination of a weak economy, weak demand for technology
products and the uncertain world situation overwhelmed the
recovery we had begun to see in the first half of 2002," said
George Chamillard, Teradyne Chairman and CEO. "Unfortunately,
none of those negative factors has changed as we enter 2003.
Therefore, our guidance is for sales in the first quarter to be
between $310 and $340 million, about flat with the last two
quarters. We expect to sustain a loss of between 25 cents and 33
cents per share, before any special items, and assuming no tax
benefit from the losses."

"Although we have a cautious outlook for the industry in the
near term, we're pleased with Teradyne's relative position and
recent performance," Chamillard added. "We had improvement in
gross orders across our various product lines and businesses,
with those orders growing sequentially 24% quarter-to-quarter,
and 45% year-to-year. Our performance was particularly strong in
semiconductor test, with gross orders increasing 43% quarter-to-
quarter, and 122% year-to-year. This performance is further
confirmation of our product strategies by our customers."

Teradyne (NYSE: TER) delivers solutions for testing and
connecting electronics. It is the world's leading supplier of
automatic test equipment for testing semiconductors, circuit
boards and modules, and voice and broadband telephone networks.
Teradyne is also the technology leader in high performance
interconnection systems, providing vertically integrated
products and services, including high-speed, high-density
connectors, circuit boards, backplanes and complete systems
integration. The company had sales of $1.22 billion in 2002 and
currently employs about 7200 people worldwide. For more
information visit http://www.teradyne.com

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured note ratings on Teradyne Inc., to 'B+' from
'BB-'. The action recognizes continued stressed conditions in
the semiconductor capital goods industry that are likely to
impede the company's ability to restore operating profitability
over the intermediate term.

The outlook was revised to stable from negative on the Boston,
Mass.-based Teradyne, which supplies the semiconductor testing
industry. Teradyne had debt outstanding of $545 million,
including capitalized leases, as of September 2002.


TESORO PETROLEUM: Fitch Further Downgrades Low-B Ratings
--------------------------------------------------------
Fitch Ratings lowered the debt ratings of Tesoro Petroleum
Corporation. The rating action reflects Tesoro's constrained
capital structure and weak credit protection in a weak refining
margin environment in recent quarters. Fitch has downgraded
Tesoro's senior secured credit facility to 'BB-' from 'BB' and
the company's subordinated debt to 'B' from 'B+'. The Rating
Outlook remains Negative due to the continued volatility and
uncertainty in global crude markets and the U.S. refining sector
as the company works to repair its balance sheet.

Like other refiners, Tesoro continues to suffer through a severe
downturn in the refining cycle that has lasted more than four
quarters. The company has been hampered by the significant debt
added to finance the acquisitions of the Golden Eagle refinery
in May of this year and the Mandan and Salt Lake City refineries
in September 2001. The downturn in the industry cycle has
resulted in credit protection for Tesoro as measured by EBITDA-
to-interest of only 1.2 times for the twelve months ended
Sept. 30, 2002.

Tesoro, however, has maintained liquidity throughout the
downturn through cost cutting measures and reducing working
capital. At Dec. 31, 2002, Tesoro had no borrowings under its
five-year $225 million revolving credit facility and had over
$100 million cash invested. The company has also completed its
planned $200 million of asset sales, which also satisfies part
of its amended credit agreement. Although Tesoro has
successfully amended its credit agreement in recent months,
Fitch has concerns that the company may be forced to amend the
facility again if industry margins do not improve for a
sustained period of time.

Tesoro owns and operates six crude oil refineries with the
capacity to process 560,000 barrels per day of crude and other
feedstocks. Four of the company's refineries are on the West
Coast, with facilities in California, Alaska, Hawaii and
Washington. The company sells refined products wholesale or
through approximately 700 retail outlets.


TYCO INTERNATIONAL: Appoints Bruce Gordon as New Board Member
-------------------------------------------------------------    
Tyco International Ltd., (NYSE:TYC, BSX: TYC, LSE: TYI)
appointed Bruce Gordon, President of Retail Markets at Verizon
Communications, Inc., to the Company's Board of Directors.  
Mr. Gordon will fill the seat vacated by Joseph Welch, who has
resigned.

Mr. Welch is the fourth Tyco director to resign following the
Board's decision on September 12, 2002 that, following the
appointment of Ed Breen as the new Chairman and Chief Executive
Officer, the Board should consist of all new directors.

Tyco Chairman and Chief Executive Officer Ed Breen said:   "I
would like to thank Joe Welch for his contributions and
dedication to the Company. I have appreciated his perspective as
we have sought to build value for Tyco and its shareholders, and
all of us at Tyco wish him well."

Mr. Breen continued: "Bruce Gordon is a strategic thinker who
understands how the consumer thinks and I know that he will be a
valuable member of our Board.  Bruce brings to Tyco tremendous
experience in sales, marketing and retailing.  This is essential
for a Company like Tyco, which has millions of customers
worldwide, and I welcome Bruce to the Board with great
enthusiasm."

The nomination of Mr. Gordon to the Tyco Board was previously
announced on September 12, 2002.  Three other nominees, Sandra
Wijnberg, Dennis Blair, and Brendan O'Neill have been nominated
to join the Board.  They will become Board members either when
there are additional resignations from existing directors or at
the Company's next annual meeting.
    
                     About Bruce Gordon

Bruce Gordon is the President of Retail Markets at Verizon
Communications, Inc., a provider of wireline and wireless
communications in the United States that has a presence in 40
countries.  Previous to the merger of Bell Atlantic Corporation
and GTE, which formed Verizon in July of 2000, Mr. Gordon
fulfilled a variety of positions at Bell Atlantic Corporation,
including Group President, VP Marketing and Sales and VP Sales.  
Mr. Gordon graduated from Gettysburg College and received a
Masters of Science from Massachusetts Institute of Technology.
    
Tyco International Ltd., whose Senior Unsecured Debt Rating was
downgraded by Fitch to BB, is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.


UNITED AIRLINES: Brings-In Poorman-Douglas as Claims Agent
----------------------------------------------------------
James H.M. Sprayregen, at Kirkland & Ellis, anticipates that
thousands of creditors and other parties-in-interest involved in
United Airlines' Chapter 11 Cases may impose heavy
administrative and other burdens on the Court and the Office of
the Clerk of the Court.  To relieve the Clerk's Office of these
burdens, the Debtors propose to engage Poorman Douglas as their
notice and claims agent in these Chapter 11 Cases.

Mr. Sprayregen explains that Poorman is one of the country's
leading Chapter 11 administrators with experience in noticing,
claims processing, claims reconciliation and distribution.
Poorman has substantial experience in large-scale Chapter 11
proceedings.  Poorman has acted or is acting as official notice
agent and claims agent in recent notable cases including:
Harnischfeger Industries, Inc., Flag Telecom, Allegheny Health,
Education and Research Foundation, World Access, Inc.,
Pittsburgh-Canfield Corp., Lodgian, Inc., and ITC Deltacom.

The Debtors' estates and particularly the creditors will benefit
from Poorman's significant experience and the efficient and
cost-effective methods that Poorman has developed.  Poorman is
fully equipped to handle the volume involved in properly sending
the required notices to and processing the claims of creditors
and other interested parties in these cases.  Poorman will
follow the notice and claim procedures that conform to the
guidelines promulgated by the Clerk of the Bankruptcy Court and
the Judicial Conference.

As the Debtors' notice and claims agent, Poorman will:

   1) Prepare and serve required notices in these Chapter 11
      Cases, including:

         i. Notice of the commencement of these Chapter 11 Cases
            and the initial meeting of creditors under Section
            341(a) of the Bankruptcy Code;

        ii. Notice of the claims bar date;

       iii. Notice of objections to claims;

        iv. Notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

         v. Other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of these
            Chapter 11 Cases;

   2) After the mailing of a particular notice, file with the
      Clerk's Office a certificate or affidavit of service that
      includes a copy of the notice involved, an alphabetical
      list of persons to whom the notice was mailed and the date
      and manner of mailing;

   3) Maintain copies of all proofs of claim and proofs of
      interest filed;

   4) Maintain official claims registers, including, among other
      things, this information for each proof of claim or proof
      of interest:

         i. the applicable Debtor;

        ii. the name and address of the claimant and any agent
            thereof, if the proof of claim or proof of interest
            was filed by an agent;

       iii. the date received;

        iv. the claim number assigned; and

         v. the asserted amount and classification of the claim;

   5) Implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   6) Transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   7) Maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which
      list will be available upon request of a party in interest
      or the Clerk's Office;

   8) Provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   9) Record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of such transfers as required;

  10) Comply with applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

  11) Provide temporary employees to process claims, as
      necessary; and

  12) Promptly comply with other conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe.

In connection with its engagement as notice and claims agent,
Poorman represents that:

   a) it will not consider itself employed or seek compensation
      from the United States government in its capacity as the
      notice agent and claims agent;

   b) by accepting employment in these Chapter 11 Cases, it
      waives any rights to receive compensation from the United
      States government;

   c) in its capacity as the notice and claims agent, it will
      not be an agent of the United States and will not act on
      behalf of the United States; and

   d) it will not employ any past or present employees of the
      Debtors in connection with its work as the notice and
      claims agent.

In addition, the Debtors seek the Court's authority to employ
Poorman to assist them with the reconciliation and resolution of
claims and the preparation, mailing and tabulation of ballots
for the purpose of voting to accept or reject any plans of
reorganization.

The Debtors will pay Poorman fees and expenses upon submission
of monthly invoices summarizing, in reasonable detail, the
services for which compensation is sought.  The Debtors agree to
provide Poorman with a $25,000 retainer to be applied to the
final billing.

Poorman's Bankruptcy Processing Fee Schedule:

Set-Up Fees
-----------
Creditor Data Provided in Electronic Format    $0.10 per record
Creditor Data Key Entered                      55.00 per hour

Notice Printing & Mailing
-------------------------
Notices Printed & Mailed-first image             .25 per notice
Additional Images                                .08 per page

Consulting & Claims Docketing Hourly Rates
------------------------------------------
Account Executive                             150.00 - 200.00
Technical Support                             100.00
Case Manager                                  105.00
Associate Case Manager                         75.00
Claims Processors                              55.00
Data Entry & Document Custody                  55.00
Clerical Support                               35.00

Reports
-------
Printed Reports                                  .15 per page
Web Presented Reports                          75.00 per report

Monthly Data Storage
--------------------
Creditor Records                                 .01 per
creditor
Images                                           .02 per image

Toll Free Customer Support
--------------------------
1-Time Voice Response Unit Set-Up           1,000.00
Message Recording Fee                         250.00
Voice Response Unit                              .39 per minute
                                              (plus line
charges)

Transcription of Messages                        .80 per message
Live Operator Support                          75.00 per hour
Monthly Minimum                               200.00 per month

Newspaper Notice Publishing                    Quote
Disclosure Statement & Reorganization Plan     Quote
Balloting Tabulation                          Hourly Rates

Disbursements
-------------
W-9 or 1099                                      .90 each
Issuance of Checks                              1.75 per check

Labels/Imaging/Copies/Miscellaneous
-----------------------------------
Labels                                           .06 per label
Imaging                                          .16 per image
Copies                                           .15 per copy
CD Creation                                    50.00
    Plus                                          .01 per image

Informational Website
---------------------
Set-Up                                     33,600.00
Monthly base fee                           10,000.00 per month
Access charge                                    .01 per
session
                                       ($5,000 monthly max
                                         charge)

Jeffrey B. Baker, Chief Executive Officer of Poorman-Douglas,
relates that a number of Poorman employees are participants with
open balances in Mileage Plus, the Debtors' frequent flyer
program.  "That certain Poorman employees maintain balances in
Mileage Plus does not affect Poorman's disinterestedness in
these Chapter 11 cases because the Debtors propose to honor
their Mileage Plus Program and individual employees, not Poorman
itself, participate in the Program," Mr. Baker explains. (United
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


UNITED PAN-EUROPE: Section 341 Meeting Set for January 28, 2003
---------------------------------------------------------------
On December 3, 2002, United Pan-Europe Communications N.V.,
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of New York.

Pursuant to Section 341 of the Bankruptcy Code, the United
States Trustee will convene a first meeting of creditors on
January 28, 2003, at 2:00 p.m. Eastern Time, to be held at 80
Broad Street, 2nd Floor, in Manhattan.  

A representative of the Debtor is required to attend the
Section 341 meeting for the purpose of being examined under oath
by the U.S. Trustee and the creditors about the Debtor's
financial affairs and operations. Creditors are welcome but not
required to attend. The meeting may be continued or adjourned
without further written notice.

United Pan-Europe Communications N.V. is a holding company which
owns various direct and indirect subsidiaries that operate
broadband communications networks providing telephone, cable and
internet services to both residential and business customers in
Europe.  Howard S. Beltzer, Esq., at White & Case, LLP,
represents the Debtor in its restructuring efforts.


US AIRWAYS: Subsidiary Demands 600% Cost Increase in Health Care
----------------------------------------------------------------
Allegheny Airlines, a subsidiary of US Airways, is gutting the
health care coverage of its 1,200 Teamster mechanics, fleet
agents and passenger service agents. This recently announced act
of corporate greed will result in up to $700 a month being taken
from workers' paychecks to finance US Airways' bankruptcy
reorganization.

"Allegheny's conduct is despicable," said Teamsters General
President James P. Hoffa. "US Airways CEO Dave Siegel repeatedly
promised that no worker making $30,000 per year or less would be
asked to take a pay cut, but here they are trying to cut the
wages of fleet and passenger service agents -- almost all of
whom make less than $30,000 a year. Siegel has truly shown us
how good his word is."

This drastic increase amounts to a nearly 600 percent hike in
worker health care contributions on top of an increase already
imposed by the company in October, 2002. The contributions
amount to between one-fifth and one-sixth of the gross pay of
the worker.

On December 19, 2002, the company demanded that the workers
either accept an ultimatum for wage reductions, benefit
reductions and drastic work rule changes or it would impose huge
increases in employee contributions. Allegheny did not offer to
negotiate over the ultimatum but instead threatened to
unilaterally change the employees' working conditions, which
would be illegal under the Railway Labor Act.

Founded in 1903, the International Brotherhood of Teamsters
represents nearly 50,000 hard working men and women in the
airline industry and more than 1.4 million workers throughout
the United States and Canada.


US AIRWAYS: Urges Court to Approve GECC Global Settlement Pact
--------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates seek the
Court's authority to enter into a global settlement, including a
DIP Liquidity Facility, with General Electric Capital
Corporation, acting through its agent, GE Capital Aviation
Services, GE Engine Services, and General Electric Company,
Aircraft Engines Component.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells Judge Mitchell that GECC is the single largest
creditor of the Debtors.  Prior to the Petition Date, GECC
financed or provided guarantees for 111 of the Debtors'
aircraft. In addition, GE Engine Services is a critical vendor,
maintaining the engines for the Debtors' Boeing 737, Boeing 767,
and Airbus A320 aircraft on a "power-by-the-hour basis."  GECC
is also one of a few financial institutions with the ability and
willingness to provide substantial amounts of leveraged lease
equity financing on regional jets, which are a critical
component of the Debtors' business plan on emergence.

The transactions in the Global Settlement can be divided into
three types:

1. DIP Restructuring Transactions

The DIP Liquidity Facility is a loan of up to $120,000,000 to be
made available by GECC in a series of monthly drawdowns (in one
or two tranches at the election of GECC) commencing January 27,
2003 and ending on the consummation of a reorganization plan.
Interest will accrue at the three-month LIBOR plus 4.25% and
will be payable-in-kind.  The DIP Liquidity Facility will mature
on the consummation of a reorganization plan and be refinanced
with the proceeds of the Exit Liquidity Facility.  The DIP
Facility will be secured by the 2001 Collateral.

2. Exit Restructuring Transactions

The Exit Liquidity Facility is a loan of up to $360,000,000,
inclusive of amounts borrowed under the DIP Liquidity Facility.
It will be made available in a series of monthly drawdowns
commencing on consummation of a plan of reorganization and
ending on December 31, 2008.  Interest will accrue at the three-
month LIBOR plus 4.25% and will be payable-in-kind until
June 30, 2005. Thereafter, interest will be payable quarterly in
arrears.  The Exit Liquidity Facility will mature on December 1,
2012 and principal will amortize in 36 monthly installments,
starting on January 1, 2010.

3. GEAE Restructuring Transactions

Each DIP Restructuring Transaction is conditioned on the
consummation of the other DIP Restructuring Transactions.  Each
Exit Restructuring Transaction is conditioned on the
consummation of the DIP Restructuring Transactions.  Each GEAE
Restructuring Transaction is conditioned on the consummation of
the Exit Restructuring Transactions.  It is a condition
precedent to the Exit Restructuring Transactions that the
Debtors consummate a plan of reorganization by July 1, 2003.

                     The 2001 Credit Facility

Pursuant to the 2001 Credit Facility, GECC agreed to loan to US
Airways approximately $404,000,000.  The specified conditions
were not satisfied and the Debtors did not borrow the remaining
$15,000,000 under this facility.

The 2001 Credit Facility will be amended to extend the maturity
date from November 16, 2006 to November 16, 2012.  The
amortization schedule will be revised so that the principal on
the loan begins amortizing in February 2004, as opposed to
November 2002.  The interest rate, originally scheduled to
increase to LIBOR plus 4.50%, will remain at LIBOR plus 3.50%
for the life of the loan.  GECC will make a re-advance of
$37,900,000, which represents a return of the regularly
scheduled amortization payment made by US Airways on
November 18, 2002.

                       Section 1110 Agreement

US Airways and GECC, pursuant to Section 1110 of the Bankruptcy
Code, have reached a comprehensive agreement on GECC-owned
aircraft in this case.  There are three separate categories:

  1. The leases on 4 Boeing 737-300 aircraft will be amended to
     provide for monthly rentals at a new lease rate and will
     expire in December 2007.  Additionally, US Airways will
     have the right to reject two out of the four leases upon
     payment of unpaid rent.  This will not trigger a cross-
     default under any agreement with any GE Entity;

  2. Single investor leases of 10 Boeing 757-200 aircraft, 15
     Boeing 737-300 aircraft and 11 Boeing 737-400 aircraft will
     remain intact and unchanged and US Airways will cure any
     and all defaults.  However, none of these leases is being
     assumed at this time and will not occur prior to the
     consummation of a plan of reorganization.  US Airways may
     reject two leases of the 737-300 aircraft if its mainline
     fleet is reduced to below 260 aircraft;

  3. The existing leases between US Airways and GECC for Airbus
     aircraft will remain intact and unchanged.

                       Regional Jet Financing

GECC will provide $350,000,000 of lease equity for the leveraged
lease financing of regional jet aircraft.  The jets will be from
the CRJ-200LR, CRJ-700ER and Embraer 170/190 family.

                       MCPH/GE Engine Services

US Airways and GECC have reached an agreement on three engine
repair and maintenance agreements.  It includes:

  1) assumption of the three Engine Maintenance Agreements
     between the Debtors and GE Entities, certain aspects of
     which have been modified;

  2) release by the Debtors of nine Boeing 737 aircraft that are
     subject to financing arrangements guaranteed in whole or in
     part by GE and have been rejected in these cases.  GECC
     will pay the Debtors' costs incurred to return the aircraft
     to service.  The Debtors will continue to lease two
     additional Boeing 737 aircraft that are subject to
     financing arrangements guaranteed in whole or in part by
     GECC;

  3) return of aircraft engines previously purchased by the
     Debtors from GECC and release of obligation to purchase new
     engines; and

  4) forgiveness of a portion of the Debtors' unpaid prepetition
     charges and the deferral of the balance.

                     Warrants & Preferred Stock

As partial consideration for entering into the Global Settlement
Agreement, GECC and its affiliates will receive 3,817,500 Class
A-1 warrants to purchase Class A common stock of the Reorganized
US Airways Group.  This represents 5% of the common stock on a
fully diluted basis.  GECC will also receive 3,817,000 shares of
Class A Preferred Stock of Reorganized US Airways.

Mr. Butler tells Judge Mitchell that the Debtors cannot
emphasize enough how important the Global Settlement is to their
estates, creditors and other parties-in-interest.  Absent the
Global Settlement, the Debtors' ability to reorganize would be
severely compromised and possibly jeopardized.  It allows the
Debtors to avoid litigating the default remedies contained in
the various agreements that are currently effective.  It helps
the Debtors pursue, in a non-adversarial manner, the cost
restructuring and capital financing that is essential to a
reorganization. (US Airways Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VIASYSTEMS GROUP: Court Confirms Prepackaged Chapter 11 Plan
------------------------------------------------------------
Viasystems Group, Inc., and Viasystems, Inc., announced that the
U.S. Bankruptcy Court for the Southern District of New York has
confirmed the companies' pre-packaged plan of reorganization.
The confirmation order clears the way for the consummation of
the plan. The company anticipates that this will occur on
January 31, 2003.

"[Tues]day's announcement underscores the strong support that
Viasystems has enjoyed from its financial partners throughout
this process," said David M. Sindelar, Viasystems' chief
executive officer. "To have reached this point in approximately
100 days after our initial filing would not have been possible
without their faith in our business plan and our future."

"Viasystems' customers have also been supportive during this
process. We look forward to fulfilling the commitment to a
stronger balance sheet that we laid out several months ago,"
Sindelar said.

The recapitalization will involve the exchange of approximately
$740 million of Viasystems' debt into common and preferred
stock. Upon completion of the restructuring, Viasystems' debt,
net of cash, will decline from approximately $1.1 billion to
approximately $380 million and interest will be reduced by
approximately $70 million annually.

Viasystems continues business as usual through its operating
subsidiaries, which are not party to the reorganization
proceeding.

As part of the plan or reorganization, all existing Viasystems
Group common shares will be cancelled upon consummation of the
plan. Holders of these securities as of the completion date will
receive documentation from the company's transfer agent
confirming the cancellation. Common shareholders are advised to
consult their tax advisors as to the proper treatment of this
event.

Viasystems Group, Inc., is a leading global EMS provider with
more than 18,000 employees in eight countries, supplying
customers in the telecommunications, networking, automotive and
consumer electronics industries.


WESTAR ENERGY: Appoints Mark A. Ruelle as New EVP and CFO
---------------------------------------------------------
Westar Energy, Inc., (NYSE:WR) appointed Mark A. Ruelle as
executive vice president and chief financial officer effective
immediately.

Ruelle is a former officer of Westar Energy and served in
various financial planning and management positions from 1986 to
1997. He most recently served in various executive positions at
Sierra Pacific Resources, Inc. (NYSE:SRP), the owner of the
largest electric utilities in Nevada. At Sierra Pacific
Resources, Ruelle served four years as senior vice president and
chief financial officer and one year as president of its Nevada
Power Company unit.

"Mark Ruelle brings tremendous financial expertise and
experience to the management team," said James Haines, Westar
Energy chief executive officer and president. "This is
complemented by significant operational experience."

Westar Energy, Inc., (NYSE:WR) is a consumer services company
with interests in monitored services and energy. The company has
total assets of approximately $7 billion, including security
company holdings through ownership of Protection One, Inc.,
(NYSE:POI) and Protection One Europe, which have approximately
1.2 million security customers. Westar Energy is the largest
electric utility in Kansas providing service to about 647,000
customers in the state. Westar Energy has nearly 6,000 megawatts
of electric generation capacity and operates and coordinates
more than 34,700 miles of electric distribution and transmission
lines. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.-based natural gas company, Westar Energy has a 44.7
percent interest in one of the largest natural gas distribution
companies in the nation, serving more than 1.4 million
customers. For more information about Westar Energy, visit
http://www.wr.com

Westar Energy's March 31, 2002, balance sheet shows a working
capital deficit topping $1 billion.


WHEELING-PITTSBURGH: New Securities to be Issued Under Plan
-----------------------------------------------------------
In addition to using advances under the New Revolving Loan
Agreement and cash from operations, Wheeling-Pittsburgh Steel
Corp., and its debtor-affiliates propose other sources of
funding for plan distributions.  These are:

                  New Secured Notes: $40,000,000

On the Effective Date, Reorganized WPSC will issue to the
holders of unsecured WPC Claims the New Secured Notes in an
aggregate initial principal amount equal to $40,000,000.  These
Notes are issued under a new indenture to be entered into
between Reorganized WPSC and a trustee to be selected by
Reorganized WPSC.  However, the Debtors warn that, while the New
Secured Note Indenture will be qualified under the Trust
Indenture Act of 1939, the New Secured Notes will not be
registered under the Securities Act of 1933.

These Notes are to mature on the eighth anniversary of the
Effective Date and will have no fixed amortization, meaning that
no payment of principal will be required until the New Secured
Notes become due. These Notes will bear interest at the rate of
5% per annum until the fifth anniversary of the Effective Date,
and thereafter at 8% per annum.

The Notes will be secured by a second-priority lien on
Reorganized WPSC's equity interest in Wheeling-Nisshin and Ohio
Coatings junior only to the liens securing the New Term Loan.  
Until the fifth anniversary of the Effective Date, 50% of the
cash flow from those joint ventures to WPSC will be applied to
payments on the New Secured Notes, first to interest, and any
remainder to principal.  Thereafter, 100% of the cash flow from
the joint ventures will be applied in the same manner.  Upon
default in these payments, the remaining portion of the
principal upon which cash interest has not been paid will
receive "paid in kind" interest at a rate of 8% per annum for
the first 5 years of the term of the New Secured Notes, and at a
rate of 10% thereafter. However, Reorganized WPSC must pay cash
interest of at least 2% per annum.

In addition to receiving a second-priority lien, the New Secured
Notes will be subrogated to the first lien and other rights of
the New Term Loan to the extent of any funds from WPC, Wheeling-
Nisshin and Ohio Coatings transferred to WPSC postpetition, and
to the extent of any funds from these entities not utilized to
pay the New Secured Notes post-confirmation.

                          New Common Stock

As of the Effective Date, Reorganized WPC will issue shares of
New Common Stock, unknown par value, of which:

     (a) 40% will be distributed to holders of Allowed Claims in
         Class 6;

     (b) 30% will be distributed to holders of Allowed Claims in
         Class 7;

     (c) 20% will be distributed for the benefit of USWA
         employees; and

     (d) 10% will be distributed to or for the benefit of
         salaried employees of the Reorganized Debtors.

The shares for the USWA employees will be issued to one or more
qualified employee benefit plans established for their benefit.  
The shares for the salaried employees will be issued in part to
one or more qualified employee benefit plans established for the
benefit of all salaried employees, and the balance would be
issued directly to certain unidentified senior management
personnel or to a non-qualified plan or investment entity for
their benefit, with the balance to be allocated based on
seniority, compensation and other factors, and to be subject to
certain vesting conditions as an incentive for retention of the
key management personnel.

The holders of the New Common Stock will be entitled to one vote
for each share held of record on all matters submitted to a vote
of stockholders and will not have cumulative voting rights.  
Holders of the New Common Stock will be entitled to receive
ratably the dividends as may be declared by Reorganized WPC's
Board of Directors.  However, "it is not presently anticipated"
that any dividends will be paid "in the foreseeable future".

                New Management Stock Incentive Plan

The Reorganized Debtors will establish, on the Effective Date, a
Management Stock Incentive Plan, which would reserve for
issuance an unknown number of shares of New Common Stock, which
would equal 10% of the New Common Stock issued and outstanding
on the Effective Date. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Hillsborough Sheriff Wants Prompt Decision on Contract
----------------------------------------------------------------
Wanda A. Hagan, Esq., at Stichter Riedel Blain & Prosser P.A.,
in Tampa, Florida, informs the Court overseeing Worldcom Inc.,
and its debtor-affiliates' Chapter 11 cases that the
Hillsborough County Sheriff's Office, located in Hillsborough
County, Florida, is a 2,962-person organization with
responsibility over three jails and a work release center with
an average daily population of 3,740 inmates.  As part of their
responsibilities over the Hillsborough County Jails, the
Hillsborough County Sheriff's Office provides phone service to
inmates.

On March 3, 2000, the Debtors and Hillsborough County Sheriffs
Office entered into a three-year contract in which the Debtors
provide all facets of inmate telecommunications, at the
Hillsborough County Jails, which was extended by letter
agreement dated May 28, 2002.  The Executory Contract is now due
to expire on March 2, 2005.

Pursuant to the Executory Contract, Ms. Hagan explains that the
Debtors provide all services related to the inmate
telecommunications at the Hillsborough County Jails and pay the
Hillsborough County Sheriff's Office a commission.  The
Hillsborough County Sheriff's Office is paid, on a monthly
basis, a guaranteed amount of 48% of the gross amount charged on
all calls at the calling rates set in the Proposal provided by
the Debtors to the Hillsborough County Sheriff's Office.

As of July 21, 2002, Ms. Hagan reports that the Debtors owed
Hillsborough County Sheriff's Office $471,528.72 for prepetition
commissions for the months of May, June and the pro rata portion
of July 2002 up to the Petition Date.  The Hillsborough County
Sheriff's Office estimates that the Debtors would pay over
$5,000,000 under the Executory Contract for the term of the
contract.

The commissions received by the Hillsborough County Sheriff's
Office from the Debtors are deposited in the inmate commissary
and welfare account as provided under Section 951.23 of the
Florida Statutes, and fund most inmate related services
including the employment of 70 Hillsborough County employees who
provide:

    -- direct services to inmates of Hillsborough County Jails;

    -- maintenance of the inmate libraries; and

    -- nearly all other inmate activities and programs.

The uncertainty of the recovery of the amounts due for the
prepetition commissions and the Debtors' ability to continue to
provide postpetition services and make postpetition payments
under the terms of the Executory Contract are causing tremendous
financial hardship on the inmate programs funded by the
commissions and great financial uncertainty on the budget
demands of the Hillsborough County Sheriff's Office.

Pursuant to Section 365 of the Bankruptcy Code, the Hillsborough
County Sheriff's Office asks the Court to compel the Debtors to
assume the Executory Contract, or alternatively, to reject the
Executory Contract without further delay.

If the Debtors reject the Executory Contract, Ms. Hagan explains
that the Hillsborough County Sheriff's Office has the ability to
enter into a replacement contract with a third party, which
would alleviate the uncertainty of its contractual arrangement
with the Debtors.  If the Debtors assume the Executory Contract,
Section 365 requires the Debtors to cure the default, which
would alleviate the uncertainty of the budget demands of the
Hillsborough County Sheriff's Office.

It is the understanding of the Hillsborough County Sheriff's
Office that the Executory Contract with the Debtors is
profitable and, therefore, the request to assume or reject the
Executory Contract does not burden the Debtors with unforeseen
business decisions at this point in the reorganization process.

Ms. Hagan tells the Court that the Hillsborough County Sheriff's
Office is suffering severe effects by the non-payment of
prepetition commissions and the uncertainty of postpetition
revenue and performance.  The impact on the Debtors to determine
the assumption or rejection of the Executory Contract is far
outweighed by the detrimental effect of the uncertainty to the
Hillsborough County Sheriff's Office. (Worldcom Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 8.00% bonds due 2006
(WCOE06USR2) are trading at about 27 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


* Cadwalader Names Five Special Counsel in London and NY Offices
----------------------------------------------------------------
Cadwalader, Wickersham & Taft, one of the world's leading
international law firms, has named Charles Roberts, James S.
Hassan, Timothy P. Selby, Robert Ughetta and Matthew Williams as
Special Counsel to the firm.

"We are pleased to recognize the value and contributions made by
these outstanding associates by naming them as Special Counsel
to the firm," said Robert O. Link, Jr., Cadwalader's Chairman.

"They demonstrate the expertise and strength Cadwalader has
across practice groups and offices both in the U.S. and the UK.
It is a great pleasure to congratulate them today and we look
forward to their continued success and progress in years to
come."

The following associates were named as Special Counsel:

     -- Charles Roberts, an attorney in the Capital Markets
Department, resident in the London office. Mr. Roberts received
his law degree from Hofstra University School of Law and his
undergraduate degree from New York University. He is admitted to
practice in the State of New York.

     -- James S. Hassan, an attorney in the Real Estate
Department, resident in the Charlotte office. Mr. Hassan
received his law degree from Vanderbilt University Law School
and his undergraduate degree from Vanderbilt University. He is
admitted to practice in the State of North Carolina.

     -- Timothy P. Selby, an attorney in the Corporate/M&A
Department, resident in the New York office. Mr. Selby received
his law degree from St. John's University School of Law, an
M.B.A. from Iona College and his undergraduate degree from Iona
College. He is admitted to practice law in New York and is a
Certified Public Accountant.

     -- Robert Ughetta, an attorney in the Capital Markets
Department, resident in the New York office. Mr. Ughetta
received his law degree from Albany Law School of Union
University, where he graduated cum laude, and his undergraduate
degree from Princeton University. He is admitted to practice in
the State of New York.

     -- Matthew Williams, an attorney in the Banking and Finance
Department's Projects Group, resident in the London office. Mr.
Williams read law at New College, Oxford University, following
which he worked as a policy adviser to H.M. Government. He
attended the College of Law in London.

"Special Counsel at Cadwalader enhance the level of service the
firm provides while also supporting each of the firm's
departments by supervising cases and deals, maintaining client
relationships and training junior attorneys," stated Link. "This
select group of attorneys demonstrate expertise and skills that
significantly contribute to our firm's practice."

Other attorneys who joined the firm in 2002 as Special Counsel
included:

    James Alford, Banking and Finance Department, Washington DC

    Jeffrey Lee, Real Estate Department, Charlotte

    Michelle Raftery, Financial Restructuring, New York

    Nancy Ruskin, Litigation Department, New York

    Richard Shoylekov, Banking and Finance Department, London

    Angela Somers, Financial Restructuring Department, New York

    Rolf Zaiss, Tax Department, New York

Cadwalader, Wickersham & Taft, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, global public affairs, banking, project
finance, insurance and reinsurance, tax, and private client
matters. More information about Cadwalader can be found at
http://www.cadwalader.com


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

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    18 - 20        +2
Finova Group          7.5%    due 2009    35 - 37        +1
Freeport-McMoran      7.5%    due 2006    92 - 94        0
Global Crossing Hldgs9 .5%    due 2009   3.5 - 4.5       +0.5
Globalstar            11.375% due 2004     6 - 7         -2.5
Lucent Technologies   6.45%   due 2029  50.5 - 52.5      -0.5
Polaroid Corporation  6.75%   due 2002   4.5 - 6.5       +1.5
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    30 - 32        0
Xerox Corporation     8.0%    due 2027    61 - 63        +3

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***