TCR_Public/030120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 20, 2003, Vol. 7, No. 13

                           Headlines

360NETWORKS: Seeks Return of $1.7 Mil. Overpayment to Rohn Inc.
ADVANCED MICRO: Fourth Quarter Net Loss Tops $854 Million
AIR CANADA: Court Rules Cease & Desist Orders Unconstitutional
ALASKA COMM: Competitive Concerns Prompt S&P's Rating Cut to BB-
ALLEGHENY ENERGY: S&P Lowers Corp. Credit Rating to BB- from BB

AMERICAN AIRLINES: Calls for Partnership with Union Leaders
AMERICAN PAD: Hires Kienast Consulting as PR Consultant
AMERICREDIT CORP: S&P Places BB- Ratings on Watch Negative
AMERICREDIT CORP: Posts $28 Million Net Loss for 2nd Quarter
AMERIPOL SYNPOL: Secures Interim Nod on $4.5 Mil. DIP Financing

AOL TIME WARNER: Elects Dick Parsons as Company Chairman and CEO
ARCH ENTERPRISES: Chap. 7 Trustee Sets Auction Sale for Tomorrow
ARCHIBALD CANDY: Fails to Beat Form 10-Q Filing Deadline
ARMSTRONG HOLDINGS: AWI Objects to J.P. Morgan Securities' Claim
ASIA GLOBAL CROSSING: Court Fixes February 28 as Claims Bar Date

ATSI COMMS: AMEX Halts Trading Due to Delay in Form 10-Q Filing
BELL CANADA: Simplifies Services Through $10MM Dev't of Emily
BERGSTROM CAPITAL: Directors Vote to Liquidate Company
BETHLEHEM STEEL: Proposes New Jersey Lot Sale Bidding Protocol
BRILLIANT DIGITAL: Ronald Lachman Discloses 27.2% Equity Stake

CMS ENERGY: Marketing Unit Sells Natural Gas Trading Book
COMM 2000-FL2: Poor Performance Spurs Fitch to Cut Note Ratings
CONSECO FINANCE: Urges Court to Okay Lehman Warehouse Facility
CONSORTIUM SERVICE: Regains Listing on OTC Bulletin Board
CONSTELLATION BRANDS: Inks Pact to Acquire BRL Hardy Limited

CROWN CASTLE: S&P Ratchets Credit Rating to B-, Outlook Negative
DELTA AIR LINES: Narrows Fourth Quarter Net Loss to $363 Million
EAGLE-PICHER: Net Sales Slide-Down 2.6% in Fiscal Year 2002
EGAMES: Repays Entire Outstanding Fleet Bank Term Loan Balance
ENRON CORP: Shell Chemical Demands Payment of $3.8M Admin Claims

EQUITEX INC: Gets 180 Days to Meet Nasdaq Listing Requirement
EQUITY INSURANCE: S&P Assigns Bpi Counterparty Credit Rating
FERTINITRO FINANCE: Fitch Further Junks Secured Bonds' Rating
FOCAL COMMS: Pachulski Stang Retained as Bankruptcy Attorneys
GENUITY INC: Gets Go Signal to Pay $8-Mil Critical Vendor Claims

GLOBAL CROSSING: Examiner Turns to Reboul MacMurray for Advice
GOLDFARB CORPORATION: Prospects to Resolve Loan Defaults Dim
GOODYEAR TIRE: Initiates Restructuring, Slashing 700 Positions
HOME STATE COUNTY: S&P Affirms Bpi Counterparty Credit Rating
HOUGHTON MIFFLIN: S&P Rates $575 Million Bank Loan at BB-

INKTOMI CORP: Posts $1.4 Mill. Net Loss on $14 Mill. Revenues
INNER HARBOR CBO: Fitch Downgrades 5 Class Ratings to Junk Level
INTELLISEC: California Court Confirms Chapter 11 Reorg. Plan
IVG CORP: Appoints Thomas Ware as Acting Chief Executive Officer
JPS INDUSTRIES: Bank Waives Covenant Violation Under Credit Pact

KAISER ALUMINUM: EVP Harvey Perry Leaving Company by Month-End
KMART: Fires Five Executives & Demands Retention Loan Repayments
LEVI STRAUSS: S&P Gives BB Rating to $750MM Sr. Secured Facility
LUCENT: Supplying Broadband Internet Equipment to Bell Canada
MACKIE DESIGNS: Sun Capital to Acquire about 9.8 Million Shares

MAGELLAN HEALTH: Pursuing Waiver of Defaults Under Credit Pact
MEDPOINTE HEALTHCARE: S&P Ratchets Parent's Credit Rating to B
METROMEDIA FIBER: Launches Fiber Optic Internet Access Solution
NATIONAL CENTURY: Court Okays Hiring of Ordinary Course Profs.
NATIONAL STEEL: Proposes Steel Asset Sale Bidding Procedures

NAVISITE INC: ClearBlue Tech Discloses 94.62% Equity Stake
NCS HEALTHCARE: Omnicare Completes Healthcare Co. Acquisition
NESTOR INC: Raises Additional Equity and Initiates Reverse Split
NORTHWESTERN CORP: Fitch Cuts Ratings on Credit Profile Concerns
NRG ENERGY: Involuntary Petition Show-Down Set for Jan. 23

NTL INC.: Maxcors Secures Stay Relief for Settlement Adjustments
NTL INC.: Judge Gropper's Interim When-Issued Stock Trade Order
NTL INC: Court to Further Consider Settlement Issues on Jan. 28
OCEAN WEST HOLDING: Stonefield Josephson Air Going Concern Doubt
OWENS CORNING: Files Joint Plan with Asbestos Constituencies

PHOENIX CDO: Fitch Hatchets Ratings on Three Note Classes
RAINIER CBO: S&P Places BB- Class B-2 Notes on Watch Negative
REVLON INC: Appoints Paul Murphy as EVP, North American Sales
RURAL/METRO: Will Provide 911 Ambulance Services to Loudon, TN
SALOMON BROTHERS: Fitch Upgrades Note Ratings Following Review

SOLECTRON CORP: EVP George Moore to Lead Global Services Unit
SONO-TEK CORP: Net Capital Deficit Narrows to $708K at Nov. 30
SOUTH STREET: Fitch Cuts Note Ratings to Lower-B & Junk Levels
SOUTH STREET CBO: Fitch Lowers and Affirms 6 Junk Note Ratings
TESORO PETROLEUM: Fitch Lowers & Keeps Debt Ratings on Watch Neg

TRANSTECHNOLOGY: Initiates Management Structure Reorganization
TRANSWITCH CORP: Narrows Net Loss to $18 Million in 4th Quarter
TRW AUTOMOTIVE: S&P Rates Corp. Credit & Proposed Notes at BB/B+
UNITED AIRLINES: Wants to Reject Collective Bargaining Pacts
UNITED AIRLINES: Will Publish Fourth Quarter Results on Jan. 31

UNITED PAN-EUROPE: Court Fixes Feb. 14, 2003 Claims Bar Date
US AIRWAYS: Disclosure Statement Approved & Voting Can Begin
US AIRWAYS: Wants to Assume Amended Virginia Headquarters Lease
WORLDCOM INC: SDNY Court Approves Settlement Pact with XO Comms
XO COMMS: Successfully Emerges from Chapter 11 Proceedings

YUM! BRANDS: Names Aylwin Lewis Pres. & Chief Operating Officer

* M.R. Wiser & Co. Changes Its Name to Weiser LLP

* BOND PRICING: For the week of January 21 - 24, 2003

                           *********

360NETWORKS: Seeks Return of $1.7 Mil. Overpayment to Rohn Inc.
---------------------------------------------------------------
According to Martin Klotz, Esq., at Willkie Farr & Gallagher, in
New York, 360networks entered into a contract with Rohn Inc. in
April 2000. Under the Contract, Rohn agreed to provide
360networks with certain materials and services necessary for
the construction of prefabricated buildings designed to hold
amplification and regeneration sites.  In exchange, 360networks
agreed to make specific payments pursuant to certain purchase
orders and in amounts to be set forth in invoices Rohn would
provide.

During 2000 and 2001, and pursuant to the Contract, Rohn
invoiced 360networks for materials and services provided for
360networks sites located in six locations.  In these six
transactions, 360networks mistakenly paid Rohn:

Transaction Name      Invoices Total    Paid Amount  Overpayment
----------------      --------------    -----------  -----------
Osyka Transactions     $431,925          $711,525       $279,600

Ponchatoula             422,664           748,104        325,440
Transactions

Jackson Transactions    422,664           763,892        334,067

Springfield             427,555           666,133        247,393
Transactions

Newbern Transactions    427,555           705,834        278,297

Wesson Transactions     416,628           739,608        322,980

Despite 360networks' request, Mr. Klotz tells Judge Gropper that
Rohn refuses to return the overpayments totaling $1,787,759.

Mr. Klotz asserts that pursuant to Sections 541 and 542(a) of
the Bankruptcy Code, the overpayments constitute property of the
Debtors' estate.  "Rohn is in violation of its obligations to
deliver possession of the estate property, which it currently
controls and possesses," Mr. Klotz emphasizes.  Moreover, Mr.
Klotz argues that by maintaining control and possession of the
overpayment, Rohn has been unjustly enriched at 360networks'
expense.

Rohn had a contractual obligation to bill 360networks only once
for each invoiced transactions.  However, with regard to the
Newbern Transactions, the Springfield Transactions and the
Wesson Transactions, Rohn engaged in over-invoicing.  Because of
Rohn's breach of its contractual obligations, Mr. Klotz points
out, 360networks mistakenly overpaid Rohn for each of the Over-
invoiced Transaction.  As a direct and foreseeable result, Rohn
has damaged 360networks in an amount to be determined at trial.

Accordingly, the Debtors ask the Court to render judgment and
issue an order:

    (i) compelling Rohn to turnover the Overpayments to
        360networks;

   (ii) compelling Rohn to make restitutions of the Overpayments;

  (iii) compelling Rohn to pay compensatory damages in an amount
        to determined at trial; and

   (iv) granting 360networks other relief, including, but not
        limited to, costs and attorney's fees, as the Court deems
        just and proper (360 Bankruptcy News, Issue No. 41;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED MICRO: Fourth Quarter Net Loss Tops $854 Million
---------------------------------------------------------
Advanced Micro Devices, Inc., (NYSE:AMD) reported sales of
$686,430,000 and a net loss of $854,740,000 for the quarter
ended December 29, 2002.  Excluding the effects of restructuring
and other charges to show the company's results from ongoing
operations, the fourth quarter net loss was $235,145,000.

Fourth quarter sales declined by 28 percent from the fourth
quarter of 2001 and increased by 35 percent from the third
quarter of 2002. In the fourth quarter of 2001, AMD reported
sales of $951,873,000 and a net loss of $15,842,000.

In the third quarter of 2002, AMD reported sales of $508,227,000
and a net loss of $254,171,000.

For the full year ended December 29, 2002, sales declined by 31
percent from 2001. AMD reported sales of $2,697,029,000 and a
net loss of $1,303,012,000. AMD reported sales in 2001 of
$3,891,754,000 and a net loss of $60,581,000.

Excluding the effects of one-time charges in 2002 and 2001, the
company recorded a net loss from ongoing operations of
$683,417,000 in 2002, and net income of $28,924,000 in 2001. The
fourth quarter 2002 operating loss, excluding one-time charges,
was $217,370,000, down approximately $100 million or 31 percent,
from the third quarter operating loss of $315,084,000. The
fourth quarter 2001 operating loss was $18,059,000.

In the fourth quarter of 2002 the Company recorded one-time
charges totaling $620 million. These fourth quarter charges
included:

      -- Restructuring and other special charges of $331 million
         primarily relating to severance for staff reductions,
         the consolidation of facilities and asset impairments.

      -- Other charges of $46 million primarily relating to a
         one-time research and development expense in connection
         with product development services received in the fourth
         quarter.

      -- Income tax expense charge of $243 million to establish a
         100% valuation allowance against net deferred tax
         assets.

"As projected, we saw increased PC processor and Flash memory
sales in the fourth quarter," said Robert J. Rivet, AMD's chief
financial officer. "We executed on our plan to align AMD PC
processor inventory in the supply chain.

"We had record PC processor unit consumption (OEM billings, plus
OEM net inventory change, plus net distributor resales) in the
fourth quarter.

"We bolstered our capital structure by securing approximately
$400 million in proceeds from a successful convertible offering,
ending the year with more than $1 billion in cash.

"In addition, we renegotiated our long-term debt associated with
our Dresden fabrication facility and, as a result, reduced our
2003 cash requirements by $200 million."

                          Business Overview

PC processor sales of $420 million for the quarter increased by
60 percent from the $262 million reported in the third quarter
of 2002. This increase was driven by an increase in both
processor units and ASPs.

AMD's fourth quarter PC processor sales reflect a richer mix of
product offerings supported by new AMD Athlon(TM) XP 2400+,
2600+, 2700+ and 2800+ desktop products. AMD increased its
penetration in the mobile market with record unit sales in the
fourth quarter, and introduced the mobile AMD Athlon XP
processor 2200+. In addition, AMD aligned PC processor inventory
in the supply chain resulting in record unit consumption of AMD
PC processors.

AMD expects to continue to improve its position in the market
with the February introduction of the AMD Athlon XP desktop
processors based on the "Barton" core and the April introduction
of the AMD Opteron(TM) processors for servers and workstations.
With the transition of all PC processor wafer production to
130nm technology complete, in 2003 the company will be focusing
on qualifying 90nm technology. AMD plans to complete the
qualification and start production of 90nm technology in the
fourth quarter of this year.

AMD memory sales of $217 million were up 15 percent from the
$189 million in the third quarter of 2002. Based on AMD's
increased penetration in the mobile phone market, AMD Flash
memory sales grew and bit shipments were a record for the third
quarter in a row. The company commenced production of 130nm
Flash memory in Fab 25 in Austin and JV3 in Aizu-Wakamatsu,
Japan.

                Additional Highlights of the Quarter

      -- AMD announced new versions of AMD Athlon XP processors,
highlighted by the AMD Athlon XP processor 2800+ for the desktop
and the mobile AMD Athlon XP processor 2200+.

      -- In October, AMD announced that its high-performance
mobile AMD Athlon XP processors will power the new Compaq Evo
N1015v from HP, created specifically to meet the demanding
mobility and productivity needs of business, government and
education users.

      -- In October, AMD announced it signed a research and
development joint venture with China Basic Education Software
Company, Ltd. to address China's large and expanding IT
education market.

      -- Also in China in October, AMD announced the hire of
Karen Guo as corporate vice president and general manager of AMD
China. A Chinese national, Guo will be responsible for driving
AMD's connected business model in the region.

      -- In October, AMD announced that the upcoming AMD
Opteron(TM) processor based on AMD 64-bit technology is planned
to power a supercomputer developed by Cray, Inc for the
Department of Energy's Sandia National Laboratories in
Albuquerque, New Mexico.

      -- In October, AMD announced the availability of the
industry's highest density NOR Flash memory device at 256 Mbit.

      -- In October, AMD announced the AMD Alchemy(TM) Solutions
Driver Information Reference Design Kit, based on the AMD
Alchemy Solutions Au1500(TM) processor and AMD's Flash memory
technology.

      -- In November, AMD announced it had selected "AMD Athlon
64" as the brand name for the industry's first and only 64-bit,
x86 PC processor for desktop and mobile computing.

      -- In November AMD announced the closing of its public
offering of $402.5 million aggregate principal amount of 4.50%
Convertible Notes due 2007, convertible into the company's
common stock.

      -- Also in November, AMD demonstrated a 64-bit
developmental version of Unreal Tournament 2003 from Epic Games
on a system based on the upcoming AMD Athlon(TM) 64 processor.

      -- In November, AMD announced that Northeast Utilities, a
Fortune 500 diversified energy company, was deploying the AMD
Athlon(TM) XP processor-based Compaq D315 Business PC from HP as
its desktop platform.

                          Current Outlook

AMD's outlook statements are based on current expectations. The
company's current outlook for the first quarter is based on the
following projections:

      -- Although historical seasonal patterns suggest PC
Processor sales will be down 5 - 8 percentage points from the
fourth quarter levels, based on a richer product mix, AMD
expects first quarter AMD processor revenue will increase and in
aggregate the company sales will be flat to nominally up.

      -- We expect to realize the first benefits of our cost
reductions in the first quarter, and remain on target to reduce
our overall cost structure to below $800 million per quarter by
the second quarter.

AMD is a global supplier of integrated circuits for the personal
and networked computer and communications markets with
manufacturing facilities in the United States, Europe, Japan,
and Asia. AMD, a Fortune 500 and Standard & Poor's 500 company,
produces microprocessors, Flash memory devices, and support
circuitry for communications and networking applications.
Founded in 1969 and based in Sunnyvale, California, AMD had
revenues of approximately $2.7 billion in 2002. (NYSE: AMD).

As reported in Troubled Company Reporter's November 26, 2002
edition, Fitch Ratings downgraded Advanced Micro Devices, Inc.'s
senior unsecured rating to 'CCC+' from 'B-' and assigned the
same rating to AMD's recently issued $350 million convertible
senior notes due 2007. Proceeds will be used for capital
expenditures, working capital, and general corporate purposes.
In addition, AMD's senior secured debt is affirmed at 'B' and
the 'CCC' convertible subordinated rating is withdrawn by Fitch.
The Rating Outlook is Negative.

Incorporated into the ratings are semiconductor industry
volatility, historic operating losses, rapid technological
change, a possibly intensified price war, and significant
requirements for ongoing R&D and capital spending. Fitch
recognizes the difficult competitive environment AMD faces
especially regarding Intel Corporation's pricing strategy and
the resultant pressure on AMD's margins. Also considered is the
highly capital intensive nature of the company's business which
requires that production process technologies be updated on a
continuous basis to remain competitive with ever smaller feature
sizes. The overall personal computer market has remained weak
for 2002 even after unit sales declined for the first time in
the history of the industry in 2001. The ratings also consider
AMD's relatively stable market share position in the PC
microprocessor and flash memory markets, strong operational and
manufacturing execution in recent years, and significant asset
base for the secured lenders.

The Negative Rating Outlook reflects AMD's deteriorating credit
protection measures and the expectation that cost improvements
and revenue growth have to occur in the first half of 2003 or
further rating action could be taken as leverage and interest
coverage will remain weak for the rating category. Despite the
current debt financings, long-term liquidity remains a concern
as the quarterly cash burn rate of the company is in the $150-
$250 million range and the amortization schedule for the
company's secured Dresden (Germany) term loans is fairly
aggressive with $215 million due in 2003 and $160 million in
2004. In addition, there is uncertainty regarding AMD's long-
term competitive position in the microprocessor segment of the
semiconductor industry, the execution risk of a restructuring
program that will continue into 2003, and a possibly delayed
capital expenditure program for next-generation manufacturing.


AIR CANADA: Court Rules Cease & Desist Orders Unconstitutional
--------------------------------------------------------------
Air Canada welcomed a decision by the Quebec Court of Appeal
striking down as unconstitutional a provision of the Competition
Act introduced in 2000 which provided the Commissioner of
Competition with unfettered power to issue cease and desist
orders against alleged anti-competitive acts of a dominant air
carrier.

The Court issued the declaration requested by Air Canada that
Section 104.1 of the Competition Act is inoperative in that it
conflicts with the due process provisions afforded by the
Canadian Bill of Rights.

Section 104.1 afforded the Commissioner of Competition the
ability to issue a temporary order against a dominant carrier
for alleged anti-competitive behavior without any requirement to
first obtain the approval of an impartial and independent
adjudicative authority and without having allowed Air Canada the
opportunity to be heard prior to issuing such an order.

Air Canada has consistently asserted, from the introduction of
the legislation in 2000 through the passage of Bill C-23 in
2002, that this unfettered power residing with the Commissioner
was inappropriate and indeed unconstitutional.

"We welcome and embrace the decision of the Quebec Court of
Appeal and its ruling that the Commissioner cannot, in effect,
act as both investigator and judge," said John M. Baker, Senior
Vice-President & General Counsel of Air Canada. "It fully
supports the position that we and others interested in the
protection of due process in Canada have expressed to
legislators since the introduction of this overreaching, highly
damaging and completely unchecked power granted to the
Commissioner," he said. "We hope that this represents an
important first step in reasserting the need for judicial
safeguards to protect the legitimate interests and conduct of
parties engaged in appropriate and necessary competition," Mr.
Baker concluded.

                       BACKGROUND

In October 2000, in response to a complaint by an air carrier,
the Competition Commissioner issued a temporary order against
Air Canada's offering of certain competitive fares on five
specific routes: Ottawa-Halifax, Ottawa-Windsor, Toronto-
Windsor, Halifax-St. John's and Halifax-Montreal. The
order required that Air Canada cease and desist from offering
certain specific discounted fares on those routes on the grounds
that offering these fares could possibly constitute an anti-
competitive act and that the complainant could be eliminated as
a competitor in the absence of a temporary order.

Air Canada stated that its fare initiative on the five routes in
question was entirely consistent with its longstanding policy of
offering competitive pricing in all markets served. The fares
were introduced on a limited, flight-specific basis only,
consistent with similar initiatives to maintain competitive
fares in the marketplace, which are of benefit to consumers.

Air Canada stated at that time its intent to vigorously
challenge the issuance by the Commissioner of Competition of the
temporary order before the Quebec Superior Court.

                         *   *   *

As previously reported, Standard & Poor's lowered its senior
unsecured debt ratings for Air Canada (B+/Negative), and for AMR
Corp., (BB-/Negative) and unit American Airlines Inc.,
(BB-/Negative), but affirmed other ratings for those entities.
Senior unsecured debt ratings of AMR and American Airlines were
lowered to 'B' from 'B+'; a preliminary senior unsecured shelf
registration was lowered to 'B' from 'B+'.  In addition,
senior unsecured debt ratings of Air Canada were lowered to
'B-' from 'B'.

"The rating actions reflect reduced asset protection for
unsecured creditors as secured debt and leases increase as a
proportion of the capital structure and heavy losses erode
equity," said Standard & Poor's credit analyst Philip Baggaley.
"The rating changes do not indicate a changed estimate of
default risk, but rather poorer prospects for recovery on senior
unsecured obligations if the affected airlines were to become
insolvent," Mr. Baggaley continued. Accordingly, no corporate
credit ratings or other types of debt are affected; airport
revenue bonds, though often senior unsecured debt in a legal
sense, are related to a specific airport facility that has value
in a bankruptcy reorganization and usually has a somewhat better
prospect of continued payment or better recovery, and ratings of
such bonds are not affected.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at 54 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


ALASKA COMM: Competitive Concerns Prompt S&P's Rating Cut to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on diversified communications company Alaska
Communications Systems Group Inc. and subsidiary Alaska
Communications Systems Holdings Inc. to 'BB-' from 'BB'.

The downgrade is based on competitive pressure that has
materially weakened ACS's business profile, impaired operating
performance, and resulted in credit measures that have not met
Standard & Poor's expectations for the ratings.

The ratings were removed from CreditWatch, where they were
placed on July 31, 2002. The outlook is negative. Anchorage,
Alaska-based ACS had $606 million debt as of Sept. 30, 2002.

"ACS's business risk profile has declined as the company as lost
local retail access lines to competition that has taken
advantage of regulated low unbundled network element loop rates
in the company's key markets," said Standard & Poor's credit
analyst Eric Geil. "We are concerned that, absent regulatory
changes, competitive pressure could continue to weigh on ACS and
limit credit measure improvement, amid the weak economy."

Standard & Poor's also said that without stabilization of the
local exchange business, the ratings could be lowered further.

ACS is engaged in a number of legal and regulatory issues
relating to competitive local exchange carrier competition and
gained an interim, temporary rate increase in late 2001.
However, a final regulatory decision on rates is uncertain and
forthcoming, and line losses could continue to impair local
revenue and profitability.

Revenue and profitability have also been hurt by the weak
economy and expenses and delays in implementing a five-year,
State of Alaska telecommunications services contract that became
effective in the second quarter of 2002.

ACS offers local telephone service, wireless, long distance,
data, and Internet services to business and residential
customers throughout Alaska. Local telephone operations provide
about two-thirds of company revenue and the bulk of cash flow.


ALLEGHENY ENERGY: S&P Lowers Corp. Credit Rating to BB- from BB
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit ratings of
Allegheny Energy Inc. and its subsidiaries to 'BB-' from 'BB'.
The ratings remain on CreditWatch with negative implications.

Hagerstown, Maryland-based energy provider Allegheny has about
$5 billion in outstanding debt.

"The downgrade is based on Standard & Poor's expectation that
Allegheny's consolidated funds from operation to interest
coverage will be closer to 2x coverage for 2003 and 2004,
substantially weaker than previously anticipated. This is
largely due to higher interest costs associated with likely
refinancing actions and other restructuring charges," said
Standard & Poor's credit analyst Tobias Hsieh.

The rating remains on CreditWatch negative because the company
still has not completed its negotiations with the lenders on the
terms of the new credit facility that is intended to address the
current liquidity crisis (Allegheny received extensions on
waivers from bank lenders, with regard to certain covenants
contained in their credit agreements through Jan. 31, 2003).
Standard & Poor's will reevaluate the effect on Allegheny's
credit profile of the financing terms once they have been
finalized. However, the rating could be lowered again or remain
on CreditWatch if the terms of the new credit facility are more
onerous than expected or create another round of liquidity
concerns.

Allegheny Energy Inc.'s 7.750% bonds due 2005 (AYE05USR1),
DebtTraders says, are trading between 72 to 75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1for
real-time bond pricing.


AMERICAN AIRLINES: Calls for Partnership with Union Leaders
-----------------------------------------------------------
American Airlines asked union leaders and non-union employees to
forge an unprecedented partnership with management in a new
course of "active engagement" focused on finding solutions to
the airline's continuing financial crisis.

CEO and Chairman Don Carty and airline President Gerard Arpey
asked union leaders to begin meeting weekly with management in a
collaborative, problem- solving process. Stepped-up discussions
could begin as early as next week.

"Given what is at stake and the severity of our financial
situation, it is critical that we -- management and labor --
work more closely than ever before in our history and intensify
our efforts to find both short- and long-term solutions to save
and restructure American," the letter said.

"There is no time to waste," Carty and Arpey wrote. "In short,
we are losing millions of dollars every day, which has forced us
to borrow vast sums of money just to meet payroll and stay in
business."

To date, the company has identified $2 billion of the $4 billion
needed in annual, permanent cost savings, but faces a cash
crisis and must lower overall structural costs to respond to new
market realities.

Among the economic challenges the letter cited:

      -- The financial pressure of competing against United and
         US Airways, which have used the bankruptcy process to
         eliminate billions of dollars in costs, many imposed by
         courts and creditors;

      -- Rising costs from government-imposed security measures,
         ballooning insurance premiums and escalating fuel
         prices;

      -- Depressed revenues driven by competition from low-cost
         carriers in 75 percent of AA's markets and the downward
         pressure on fares brought on by Internet fare shopping;
         and

      -- Decreased passenger traffic attributed to a weak
         economy, fear of terrorism and the threat of war in the
         Middle East.

The company said management will persist in its efforts to cut
administrative costs. To date, AA has cut management staff
positions by 22 percent, deferred management pay increases for
two years in a row and is consolidating its headquarters
operations from eleven buildings to two. "This is a time for
shared sacrifices," the letter said.

In December, the company asked employees to forgo across-the-
board pay increases in 2003 to help meet the company's immediate
cash needs, and said that it will be necessary to restructure
labor agreements to guarantee the company's long-term financial
stability and to ensure its survival. The unions are still
weighing the request and have asked independent consultants to
review the company's finances.

The company hopes to hold the first active engagement meeting
next week, pending response from its unions. Copies of the
letters sent to all three unions and to non-union employees are
available on AMR Corp's Web site at http://www.amrcorp.comin
the news release section.

AMR Corp. (NYSE: AMR) news releases can be accessed via the
Internet. The address is http://www.amrcorp.com

American Airlines' 10.430% bonds due 2008 are currently trading
at about 59 cents-on-the-dollar.


AMERICAN PAD: Hires Kienast Consulting as PR Consultant
-------------------------------------------------------
American Pad & Paper LLC asks for authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Kienast Consulting as its Public Relations Consultant.

The Debtor believes that Kienast is well qualified to serve as
its public relations consultant and has considerable experience
providing marketing strategies and maintaining customer
relations with similar companies.  Moreover, the Debtor does not
employ any full-time personnel with the requisite experience and
knowledge to provide the public relations consulting services
currently required by the Debtor and being provided by Kienast.

Kienast is expected to:

       (a) prepare business and marketing strategies for the
           Debtor with respect to the sale of substantially all
           of their assets, or significant operations and
           divisions, and any proposed reorganization,
           rehabilitation, or liquidation;

       (b) assist with communications and media relations with
           employees, customers, regulatory agencies, legislative
           groups and individuals, and civic organizations; and

       (c) prepare and disseminate news and collateral material,
           including, but not limited to news releases, web site
           content, and customer and employee communications.

Carla Kienast will be principally designated to handle this
account.  Ms. Kienast's hourly rate is $120.

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.


AMERICREDIT CORP: S&P Places BB- Ratings on Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
counterparty credit and senior unsecured debt ratings on
AmerCredit Corp. on CreditWatch with negative implications
following the company's second-quarter earnings announcement
reporting a quarterly net loss of $27.6 million.

The net loss included a $46.6 million pretax impairment of its
interest-only receivable from prior securitizations, and a $50
million pretax valuation adjustment to shareholder's equity to
reverse the earlier build-up of its valuation reserve for
residuals. CreditWatch Negative implies that ratings will either
stay the same or go lower.

"The ratings action follows the company's weaker-than-expected
financial performance and write-off of its interest-only
receivable due to lower recovery rates in the used auction
market and a higher frequency of expected losses from a weaker
economic environment," said credit analyst Lisa J. Archinow,
CFA. Management has indicated that AmeriCredit's recovery rate
assumption has now declined to 40%, and its annualized net
loss rate for the next two quarters will now be in the 7% area.
Following a detailed meeting with management addressing
profitability, asset quality, and liquidity issues, Standard &
Poor's will factor this information into its decision to resolve
the company's CreditWatch status. In the event of a downgrade,
AmeriCredit's long-term ratings will likely go no lower than one
notch, to 'B+'.


AMERICREDIT CORP: Posts $28 Million Net Loss for 2nd Quarter
------------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) reported a net loss of $27.6
million for its second fiscal quarter ended December 31, 2002,
versus earnings of $80.6 million for the same period a year
earlier. This was the first quarter that AmeriCredit structured
its securitization transactions as secured financings, which did
not require the recognition of gain-on-sale revenue. This net
loss also included a $46.6 million pretax impairment of the
interest-only receivable from prior securitization transactions.

For the six months ended December 31, 2002, AmeriCredit reported
net income of $42.6 million versus earnings of $159.3 million
for the six months ended December 31, 2001.

Automobile loan purchases were $1.89 billion for the second
quarter of fiscal 2003, down 7% from loan purchases of $2.04
billion for the second quarter of fiscal 2002. AmeriCredit's
managed auto receivables totaled $16.2 billion at December 31,
2002.

Annualized net charge-offs were 5.8% of average managed auto
receivables for the second quarter of fiscal 2003. This compares
to net charge-offs of 5.3% last quarter and 4.3% for the second
quarter of fiscal 2002. Vehicles pending sale at auction totaled
1.4% of the portfolio at December 31, 2002, up from 1.1% at
September 30, 2002. Managed auto receivables more than 60 days
delinquent were 4.1% of total managed auto receivables at
December 31, 2002, compared to 3.8% at December 31, 2001.

"We're seeing continued weakness in recovery values on
repossessed vehicles and in the overall economy, causing
increases in both loss severity and frequency. Therefore, we are
projecting that credit losses will rise during the first half of
2003," said AmeriCredit Chief Executive Officer Michael R.
Barrington. "We reduced both loan origination volume and
operating expenses in the December quarter to align loan growth
with available liquidity. We are committed to maintaining this
balance going forward."

                         Regulation FD

AmeriCredit provides information to investors on its Web site at
http://www.americredit.comincluding press releases, conference
calls, SEC filings and other financial data.

Pursuant to Regulation FD, the Company provides its expectations
regarding future business trends to the public via a press
release or 8-K filing. The Company anticipates some risks and
uncertainties with its guidance as it continues to align loan
growth with available liquidity.

                           12 mos. Ending   12 mos. ending
    ($ millions)           6/30/03          12/31/03
                           ---------------  ------------------
    Net income forecast     $70 - 80          $100 - 125

"AmeriCredit expects to be profitable in 2003," said AmeriCredit
Chief Financial Officer Daniel E. Berce. "We are revising our
guidance to take into account possible changes in the scale of
our business given the continued weakness in the overall economy
and our projected increase in credit losses in 2003."

AmeriCredit Corp., is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks the company
purchases retail installment contracts entered into by auto
dealers with consumers who are typically unable to obtain
financing from traditional sources. AmeriCredit has more than
one million customers throughout the United States and Canada
and more than $16 billion in managed auto receivables. The
company was founded in 1992 and is headquartered in Fort Worth,
Texas. For more information, visit http://www.americredit.com

                           *   *   *

As reported in Troubled Company Reporter's Oct. 1, 2002 edition,
Fitch affirmed the 'BB' rating for AmeriCredit Corp.'s senior
unsecured debt and removed the Rating Watch Negative following
their announcement of the completion of an equity offering in
the amount of $502 million. The Rating Outlook is Stable.
Approximately $375 million of debt is affected by this action.
Last week, Standard & Poor's placed the Company's senior
unsecured debt ratings on CreditWatch with negative
implications, but suggesting the rating would go no lower
than B+.


AMERIPOL SYNPOL: Secures Interim Nod on $4.5 Mil. DIP Financing
---------------------------------------------------------------
Ameripol Synpol Corporation obtained interim permission from the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition loans, advances, and other financial accommodations
on an interim basis from Congress Financial Corporation
(Southwest).

As of December 16, 2002, American Synpol owed Congress $10.8
million.  This debt is secured by first-priority liens and
security interests in substantially all of the Debtor's assets
and properties, including, stock, securities, instruments,
inventory, accounts, general intangibles, equipment, real
property, documents of title, and all other tangible and
intangible property.

The Debtor submits that it has an immediate and ongoing need to
obtain financing in order to preserve the value of its business
and assets as a debtor-in-possession under chapter 11 of the
Bankruptcy Code and to minimize the disruption of the its
business as a going concern.  The Debtor explains that it is
unable to obtain financing in the form of unsecured credit
allowable under section 503(b)(1) of the Bankruptcy Code as an
administrative expense or solely in exchange for the grant of a
superpriority administrative expense priority pursuant to
section 364(c)(1) of the Bankruptcy Code.  Moreover, other than
the financing from Congress pursuant to the DIP Loan Agreement,
the Debtor is unable to obtain financing in the form of credit
secured by liens that are junior to existing liens on property
of the Debtor's estate.

It is essential to the continued operation of the Debtor's
business that it obtain post-petition financing to purchase
inventory, pay its day-to-day operating expenses, and generally
meet its ongoing working capital and liquidity needs.  Congress
agrees to extend this post-petition financing.

The DIP Loan Agreement provides the Debtor with a $4.5 million
loan facility through February 28, 2003.  The interest rate is
prime plus 2%, increasing to prime plus 5% if an Event of
Default occurs.  American Synpol agrees to pay the Agent, for
the account of Lenders, a $200,000 facility fee.

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


AOL TIME WARNER: Elects Dick Parsons as Company Chairman and CEO
----------------------------------------------------------------
The Board of Directors of AOL Time Warner Inc., (NYSE:AOL) will
combine the positions of Chairman and Chief Executive Officer
and unanimously elected Dick Parsons to that post. The
appointment will become effective at the May 16, 2003 Annual
Meeting of Shareholders.

In making this announcement, the Board reaffirmed its strong
governance measures, which include executive sessions of all
non-management directors without the CEO and other management
present. These executive sessions are held in conjunction with
every Board meeting and are chaired in each instance by the non-
management director who serves as chairman of the appropriate
Board committee.

As previously announced, Steve Case will step down as Chairman
effective May 16.  Mr. Case will be nominated as a non-
management director in the 2003 proxy statement.

Mr. Case said: "After deliberating this week, the Board
unanimously agreed that Dick should be named Chairman. I am
delighted by this decision and look forward to working with Dick
to ensure a smooth transition."

Mr. Parsons said: "I am highly gratified that the Board shares
my determination to maximize AOL Time Warner's tremendous
potential. As we address the challenges facing our Company and
the industries in which we operate, I will work together with
the extraordinary people in this Company to focus on increasing
value for our customers and our shareholders."

AOL Time Warner, with a working capital deficit of about $2.1
billion (as at September 30, 2002), is the world's leading media
and entertainment company, whose businesses include interactive
services, cable systems, filmed entertainment, television
networks, music and publishing.


ARCH ENTERPRISES: Chap. 7 Trustee Sets Auction Sale for Tomorrow
----------------------------------------------------------------
Jason Gold, the Chapter 7 trustee in the Bankruptcy cases of
Arch Enterprises, Inc. (trading as Ristorante Il Borgo), will
conduct an auction to sell the restaurant's assets located in
McLean, Virginia, tomorrow at 10:00 a.m.  The auction will be
held at the U.S. Bankruptcy Court for the Eastern of Virginia.

Assets include the restaurant and the assumption and assignment
of real estate lease. Sale is subject to an existing contract
and is subject to Final Bankruptcy Court approval. Tranzon Fox
serves as the Debtor's auctioneers.

ACRH Enterprises, Inc., filed for Chapter 7 protection on
May 31, 2002. Christopher S. Moffitt, Esq., at Christopher
Moffitt P.C. represents the Debtor in its liquidation efforts.
When the company filed for protection from its creditors, it
listed total assets of $300,000 and total liabilities of about
$1.2 million.


ARCHIBALD CANDY: Fails to Beat Form 10-Q Filing Deadline
--------------------------------------------------------
Due to the November 1, 2002 effective date of the reorganization
of Archibald Candy Corporation pursuant to the Second Amended
Joint Plan of Reorganization filed by Fannie May Holdings, Inc.
and Archibald Candy Corporation with the United States
Bankruptcy Court for the District of Delaware on September 23,
2002, which Joint Plan of Reorganization was confirmed by the
Bankruptcy Court on September 25, 2002, and the "fresh-start"
accounting resulting therefrom, the Company's Quarterly Report
on Form 10-Q for the period ended November 30, 2002 could not be
filed within the prescribed time period.

The Company anticipates that it will have an operating loss of
approximately $5.5 million for the three months ended November
30, 2002, compared to an operating loss of $8.4 million for the
three months ended November 24, 2001. The operating loss
excluding Sweet Factory, Inc. for the three months ended
November 24, 2001 was $5.2 million.


ARMSTRONG HOLDINGS: AWI Objects to J.P. Morgan Securities' Claim
----------------------------------------------------------------
In July 1998, Armstrong World Industries signed a Commercial
Paper Placement Agency Agreement under which AWI appointed J.P.
Morgan Securities, Inc., formerly known as Chase Securities
Inc., to act as its placement agent with respect to AWI's
issuance of a series of short-term commercial paper.  Under a
U.S. Commercial Paper Private Placement Memorandum issued by JP
Morgan, AWI was entitled to offer the Commercial Paper in an
amount up to $900,000,000.  As of the Petition Date,
approximately $50,000,000 of the Commercial Paper was
outstanding.

Under the Placement Agreement, AWI agreed to indemnify JP Morgan
for certain potential, prospective losses and claims to which JP
Morgan may become subject related to or arising out of:

        (i) any untrue statement or alleged untrue statement or a
            material fact contained in the Offering Materials or
            in any Company Information approved by the Issuer for
            distribution to, or made available by the Issuer to,
            offerees of the Notes or any of their representatives
            or the omission or the alleged omission to state a
            material fact necessary to make the statements not
            misleading in light of the circumstances under which
            they were made; or

       (ii) any matter or transaction contemplated by this
            Agreement or by the engagement of the Placement Agent
            under, and the performance by the Placement Agent of
            the services contemplated by this Agreement.

The Placement Agreement provides that AWI will not be liable
with respect to information issued by JP Morgan about itself and
claims made against JP Morgan resulting from, among other
things, its gross negligence or willful misconduct.

To date, JP Morgan has not notified AWI nor provided AWI with
any documentation indicating that it has been called upon to
satisfy any of the obligations for which it is entitled to
indemnification.  Moreover, AWI is not aware of any claims that
have been brought or asserted against JP Morgan for liabilities
covered by the indemnity obligation.

In August 2001, JP Morgan filed a proof of claim asserting that
AWI was indebted to it for a general, unsecured claim equal to
$50,000,000, plus accrued interest and expenses.  The JP Morgan
Claim arises under the Placement Agreement and Private Placement
Memorandum and asserts, generally, a right of indemnification
with respect to any claims which have been or may be made
against JP Morgan with respect to the Commercial Paper,
including, as to the claim asserted by the State of Michigan
Retirement System.  The JP Morgan Claim further asserts a
claim for:

     -- prepetition accrued and unpaid interest that is no
        less than $122,000;

     -- prepetition costs and expenses that is no less than
        $9,670, plus interest, fees; and

     -- postpetition costs and expenses that is no less than
        $150,303, including postpetition interest to the
        full extent payable by AWI.

No documentation other than the Placement Agreement and the
Private Placement Memorandum is included in support of the
claimed amounts for interest, fees and other costs, or with
respect to any claim by the State of Michigan Retirement System.

AWI, therefore, objects to allowance of this claim because JP
Morgan has failed to provide sufficient documentation to
establish the prima facie validity of its claim.  Furthermore,
the indemnification claims against AWI, to the extent that they
remain contingent and do not represent amounts actually paid out
by JP Morgan, must be disallowed under Section 502(e)(2)(B) of
the Bankruptcy Code.  Finally, JP Morgan's claims for
postpetition interest, fees and other expenses must be
disallowed on the basis that JP Morgan, as an unsecured
creditor, is not entitled to an award of the amounts. (Armstrong
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Court Fixes February 28 as Claims Bar Date
----------------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section 501
of the Bankruptcy Code. Bankruptcy Rule 3003(c)(2) provides that
any creditor -- whose claim is not scheduled in the debtor's
statements of financial affairs, schedules of assets and
liabilities and schedules of executory contracts or whose claim
is scheduled as disputed, contingent or unliquidated -- must
file a proof of claim.

Accordingly, Asia Global Crossing Ltd., and its debtor-
affiliates ask the Court to establish February 28, 2003 at 4:00
p.m., prevailing Eastern Time, as the last date and time to file
proofs of claim in their Chapter 11 cases.

David M. Friedman, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, explains that the fixing of February 28, 2003
as the Bar Date will enable the AGX Debtors to receive, process
and begin their initial analysis of creditors' claims in a
timely and efficient manner.  Based on the notice procedures,
this date will give all creditors ample opportunity to prepare
and file proofs of claim.

Mr. Friedman relates that each person or entity that asserts a
prepetition claim against the Debtors must file an original,
written proof of claim, which substantially conforms to Official
Form No. 10 so as to be received on or before the Bar Date by
the Debtors.  Original proofs of claim may either be mailed or
delivered by messenger or overnight courier, to the United
States Bankruptcy Court for the Southern District of New York,
Claims Processing Dept. Rm. 511 at One Bowling Green in New
York, New York 10004.  Proofs of Claim sent by facsimile or
telecopy will not be accepted.

These persons or entities are not required to file a proof of
claim on or before the Bar Date:

     A. Any person or entity that has already properly filed,
        with the Clerk of the United States Bankruptcy Court for
        the Southern District of New York, a proof of claim
        against the Debtors, utilizing a claim form, which
        substantially conforms to the Proof of Claim or Official
        Form No. 10;

     B. Any person or entity:

        -- whose claim is listed on the Debtors' Statements of
           Financial Affairs, Schedules of Assets and Liabilities
           and Schedules of Executory Contracts,

        -- whose claim is not described as "disputed,"
           "contingent," or "unliquidated," and

        -- who does not dispute the amount or nature of the claim
           for the person or entity as set forth in the
           Schedules;

     C. Any person holding a claim for an administrative expense,
        as the term is used in Sections 503(b) and 507(a) of the
        Bankruptcy Code;

     D. Any person or entity whose claim has been paid by the
        Debtors;

     E. Any person or entity that holds a claim arising out of or
        based solely on an equity interest in the Debtors;

     F. Any person or entity whose claim is limited exclusively
        to the repayment of principal, interest, and other
        applicable fees and charges on or under any bond or note
        issued by the Debtors; provided, however, that:

        -- the exclusion in this subparagraph will not apply to
           the Indenture Trustee under the applicable Debt
           Instruments,

        -- the Indenture Trustee will be required to file one
           proof of claim, on or before the Bar Date, on account
           of all of the Debt Claims on or under each of the Debt
           Instruments, and

        -- any holder of a Debt Claim wishing to assert a claim,
           other than a Debt Claim, arising out of or relating to
           the Debt Instruments will be required to file a proof
           of claim on or before the Bar Date, unless another
           exception applies;

     G. Any person or entity that holds a claim that has been
        allowed by a Court order entered on or before the Bar
        Date;

     H. Any person or entity that holds a claim solely against
        any of the Debtors' non-debtor affiliates; and

     I. A Debtor in these cases having a claim against another
        Debtor.

Any person or entity that holds a claim arising from the
rejection of an executory contract or unexpired lease as to
which the order authorizing the rejection is dated at least 10
days prior to the Bar Date must file a proof of claim based on
the rejection on or before the Bar Date.  Any person or entity
holding a claim that arises from the rejection of an executory
contract or unexpired lease as to which the order authorizing
the rejection is dated less than 10 days prior to the Bar Date
or thereafter is required to file a proof of claim before the
date as the Court may fix in the applicable rejection order.

Mr. Friedman notes that the proposed Proof of Claim form
substantially conforms to Official Form No. 10, but has been
tailored for the circumstances of the Debtors' cases.  The
substantive modifications to the Official Form proposed by the
Debtors include:

     A. allowing the creditor to correct any incorrect
        information contained in the name and address portion;

     B. adding additional categories to the Basis of Claim
        section; and

     C. including certain instructions.

Each proof of claim filed must:

     -- be written in the English language;

     -- be denominated in lawful currency of the United States as
        of the Petition Date;

     -- conform substantially with the Proof of Claim provided or
        Official Form No. 10; and

     -- indicate the particular Debtor against whom the claim is
        being filed.

Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that
any claim holder who is required, but fails, to file a proof of
claim on or before the Bar Date will be forever barred, estopped
and enjoined from asserting the claim, and the Debtors and their
property will be forever discharged from any and all
indebtedness or liability with respect to the claim, and the
holder will not be permitted to vote to accept or reject any
plan of reorganization filed in these Chapter 11 cases, or
participate in any distribution in Debtors' Chapter 11 cases on
account of the claim or to receive further notices regarding the
claim.

Pursuant to Bankruptcy Rule 2002(a)(7), the Debtors propose to
mail a bar date notice and a Proof of Claim form to:

     A. the U.S. Trustee;

     B. each member of the Committee appointed in these Chapter
        11 cases and the attorneys for the Committee;

     C. the JPLs and their attorneys;

     D. all of the Debtors' employees and directors who served in
        this capacity prior to the Petition Date;

     E. all known claim holders listed on the Schedules at the
        addresses stated;

     F. the District Director of the Internal Revenue Service for
        the Southern District of New York;

     G. the Securities and Exchange Commission; and

     H. all persons and entities requesting notice pursuant to
        Bankruptcy Rule 2002.

In lieu of providing notice to the employees via the Bar Date
Notice procedures, the Debtors will distribute the Employee
Notification, via electronic mail, to their employees.

Equity interest holders need not file a proof of interest.  The
Debtors' common stock, of which 581,947,683 shares were
outstanding as of September 30, 2002, is held by numerous
individuals and entities.  Notice to these holders is
unnecessary because the Debtors have a list of all record
holders of equity interests as of the Petition Date.

Furthermore, pursuant to Bankruptcy Rule 2002(l), the Debtors
seek the Court's authority to publish the Bar Date Notice in The
New York Times (National Edition), The Wall Street Journal
(Global Edition), Bermuda Sun and The Asian Wall Street Journal,
on one occasion at least 25 days prior to the Bar Date.

By establishing February 28, 2003 as the Bar Date, all potential
claimants will have 52 days' notice of the Bar Date for filing
their proofs of claim.  This period clearly is adequate, as
Bankruptcy Rule 2002(a)(7) requires only 20 days' notice.

Mr. Friedman believes that establishing February 28, 2003 as the
Bar Date will facilitate the AGX Debtors' expeditious filing and
confirmation of a plan of reorganization in these cases.  Mr.
Friedman anticipates that once the Sale Transaction will be
closed, the AGX Debtors' estates substantially will have been
reduced to cash.  At that time, it will be in the creditors'
interest for the AGX Debtors' Chapter 11 plan to be filed and
confirmed as soon as practicable to commence distributing cash
to holders of allowed claims. (Global Crossing Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Asia Global Crossing's 13.375% bonds
due 2010 (AGCXUS10R1) are trading between 11 and 12. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCXUS10R1
for real-time bond pricing.


ATSI COMMS: AMEX Halts Trading Due to Delay in Form 10-Q Filing
---------------------------------------------------------------
ATSI Communications, Inc., (AMEX:AI) said that trading in its
stock has been halted on the American Stock Exchange due to the
delay in filing its 10-K and 10-Q from the first quarter. ATSI
hopes to complete its fiscal year 2002 audit along with the 10-K
and the first quarter 2003 ended 10-31-02 10-Q within 21 days
from the time ATSI reaches an agreement on a transaction as
previously announced on January 13, 2003.

ATSI had previously provided guidance that the year ended
July 31, 2002 was anticipated to produce, excluding GlobalScape
results, a 40% increase in revenues from $35.9 million to
approximately $50.7 million for fiscal 2002. The company
anticipates that the 1st quarter of 2003 ended 10-31-02 will
produce revenues of approximately $7.3 million. Expenses for the
quarter are expected to be approximately $5.9 million, but gross
margins are likely to remain constant at 19% compared to the
first quarter 2001.

ATSI Communications, Inc., is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. The Company's
borderless strategy includes the deployment of a "next
generation" network for more efficient and cost effective
service offerings of domestic and international voice, data and
Internet. ATSI has clear advantages over the competition through
its corporate framework consisting of unique licenses,
interconnection and service agreements, network footprint, and
extensive retail distribution.

ATSI Communications' April 30, 2002 balance sheet shows a
working capital deficit of about $9 million, and a total
shareholders' equity deficit of about $818,000, which is down
from $6.2 million at July 31, 2001.


BELL CANADA: Simplifies Services Through $10MM Dev't of Emily
-------------------------------------------------------------
Bell Canada customers in Ontario will have a new friendly
experience when they contact the company through its 310-Bell
(310-2355) customer service line. Her name is Emily and she's a
native of Fredericton, New Brunswick with a Bachelor of Arts
degree from Carleton University who enjoys listening to live
music in her free time . . . and she's a computer.

Emily is dedicated to making the lives of Bell customers simpler
by engaging them in conversations to determine what their needs
are. Her ability and willingness to assist customers is based on
sophisticated speech recognition technology. Emily received her
calling in life as part of the Company's broader plan to
simplify processes. While Emily doesn't fully eliminate the need
to make selections using a dial pad, she does take her role
of making things easier for customers to heart and reduces the
number of steps and the time required for customers to get the
information they want.

"In years to come we'll look back and see that Emily was one of
the very important steps we took to bring simplicity to
customers," said John Sheridan, President and COO, Bell Canada.
"She's proof that technology can be used to make things easier
for customers, not more complicated. Emily is a symbol of change
for the company and its customers and we expect that she'll
become the inspiration for re-inventing the ways in which we
serve our customers."

When customers call 310-Bell and input their telephone number,
Emily is there to answer the call. She answers the phone with a
friendly greeting and follows through with a professional and
helpful attitude. Emily greets customers with the following,
"Hi, this is Emily, your new automated service representative."
Customers can then simply speak to Emily and tell her what
information they need or what transactions they would like to
carry out. For example, a customer can simply say "I want to
know more about Call Display", or they can say "I'm moving" and
Emily will either ask the customer for more specific information
about their request, or transfer their call directly to the
right customer care menu or customer service representative.

Bell is investing approximately $10 million dollars in the
development and implementation of Emily across the company, as
one of the many steps Bell is taking in 2003 to simplify
services for customers. A French language version of Emily is
currently in development and Bell Canada plans to gradually
introduce Emily in phases throughout its entire service area.
The speech recognition technology used for Emily was created by
Nuance, a leading speech expert for companies and
telecommunications companies worldwide. It is based on the
Company's SayAnything(TM) technology which allows for natural
customer interactions and has been designed to recognize
thousands of different accents, pronunciations and words. In the
fall of 2002, Emily was successfully piloted in the 905 area
code and a number of enhancements were made to the system based
on customer feedback during that trial.

To find out more about the Emily speech recognition service or
to hear a sample exchange, please visit www.bell.ca/310-bell

Bell Canada, Canada's national leader for communications in the
Internet world, provides connectivity to residential and
business customers through wired and wireless voice and data
communications, high speed and wireless Internet access, IP-
broadband services, e-business solutions and local and long
distance phone services. Bell Canada is owned by BCE Inc. For
more information please visit http://www.bell.ca.

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


BERGSTROM CAPITAL: Directors Vote to Liquidate Company
------------------------------------------------------
On March 15, 2002, Bergstrom Capital Corporation (AMEX:BEM)
reported that its Board of Directors had commenced a search for
a tax-free merger or other business combination with a larger
registered investment company.

The Board decided to take this action in view of the relatively
small size of the Company and the increasing expense and effort
required to operate it. In addition, members of the Board,
including the Chairman and the President of the Company, had
indicated their desire to pursue other interests. If an
appropriate combination could not be achieved, the Board said
that it would consider other alternatives, including the
liquidation of the Company.

After an unsuccessful search for a suitable merger partner, the
Board of Directors voted unanimously to liquidate the Company,
subject to the approval of the Company's stockholders. A
proposal to liquidate the Company will be submitted to
stockholders for their approval at a meeting of the Company's
stockholders currently scheduled for March 2003. Proxy materials
describing the plan of liquidation will be mailed to
stockholders in advance of the meeting. A vote of two-thirds of
the outstanding shares in favor of the liquidation is required.

In order to preserve the Company's flexibility in structuring a
possible transaction, the Board of Directors had instructed the
Company's investment adviser to refrain from making new equity
investments. As a result, the value of the Company's holdings in
cash equivalents and other short-term investments has increased
to 22.9% of the Company's total investments as of January 15,
2003. In anticipation of liquidation, the Board has further
instructed the Company's investment advisor to commence an
orderly sale of the Company's remaining equity positions. If
stockholders approve the liquidation, the Company will make cash
distributions of all its assets to stockholders, after providing
for the expenses of liquidation and any other liabilities.

The Board of Directors and staff of the Company are deeply
saddened that our friend and colleague, Norman R. Nielsen, a
director of the Company since 1976, died on December 25, 2002.
The Board is very grateful to Mr. Nielsen for his dedication and
excellent service to the Company and its stockholders over the
years. On January 8, 2003, the Board elected Robert A. Brine to
succeed Mr. Nielsen.

The Company is a closed-end, non-diversified investment company
whose principal investment objective was long-term capital
appreciation, primarily through investment in equity securities.
The Company's shares are traded on the American Stock Exchange
under the symbol BEM.


BETHLEHEM STEEL: Proposes New Jersey Lot Sale Bidding Protocol
--------------------------------------------------------------
To ensure that their estates will receive the greatest possible
consideration for the New Jersey Property, Bethlehem Steel
Corporation and its debtor-affiliates intend to implement these
bidding procedures:

     -- All bidders must:

         (i) sign an agreement in the form of Encoat-North
             Arlington, Inc. and Russo Development's Contract
             for Sale of Real Estate; and

        (ii) agree to the submission to the Court by the Debtors
             of a proposed order authorizing the sale the
             Property;

     -- A bidder must submit to the Debtors' counsel a written
        bid for the Property of at least $6,500,000 and deliver
        an earnest money deposit of no less than $520,000 in the
        form of a certified check or wire transfer payable to the
        trust account of the Debtors' counsel not later than
        February 3, 2003, at 4:00 p.m.

        The bid must identify the bidder and contain documents
        and information so as to establish its financial ability
        to close the sale transaction.  The Debtors' counsel will
        provide Russo's counsel with copies of any competing
        bids;

     -- Bids must not be subject to financing or any other
        contingencies not otherwise expressly contained in the
        Contract;

     -- If higher or better bids are submitted timely, the
        Auction will be conducted at the law offices of Weil,
        Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New
        York 10153, on February 10, 2003, at 11:00 a.m., Eastern
        Time;

     -- Qualified Bidders who have complied with the bidding
        procedures may improve their bids at the Auction in
        increments of $100,000.  Each Qualified Bidder must
        increase the amount of its Auction Deposit by an amount
        equal to 8% of the improvement of its bid over
        $6,500,000.

        The Successful Bidder will pay the increase in the
        Auction Deposit in the form of a certified check or wire
        transfer payable to the trust account of the Debtors'
        counsel within one business day of the completion of the
        Auction.

        The bidding will be continuous and competitive and will
        not end until all bidders have submitted their last and
        best offers;

     -- Should overbidding occur, Russo has the right, but not
        the obligation, to participate in the bidding and to be
        approved as the Successful Bidder at the Sale Hearing
        based on any subsequent overbid.

        If Russo participates in the bidding, its initial Deposit
        will be deemed part of its Auction Deposit, and Russo
        will be required to increase its Auction Deposit to an
        amount equal to 8% of its final bid.  This increase in
        Russo's Auction Deposit will be payable under the same
        terms as increases in the Auction Deposits of other
        bidders;

     -- At the conclusion of the Auction, the Debtors will
        announce the highest or best bid and bidder;

     -- A hearing to confirm the results of the Auction will be
        held before Judge Lifland on February 13, 2003, at 10:00
        a.m., Eastern Time; and

     -- All Auction Deposits will be held by the Debtors'
        counsel. Within four business days of the entry of the
        Sale Order, the Auction Deposits will be returned to all
        Qualified Bidders except the Successful Bidder.
        Approximately $300,000 of the Successful Bidder's Auction
        Deposit will be non-refundable under any circumstances,
        unless the bidder is Russo, whose entire Auction Deposit
        amount will be treated as the Deposit pursuant to the
        Contract.  The remainder of the Successful Bidder's
        Auction Deposit will be treated as the Deposit pursuant
        to the Contract. (Bethlehem Bankruptcy News, Issue No.
        29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BRILLIANT DIGITAL: Ronald Lachman Discloses 27.2% Equity Stake
--------------------------------------------------------------
Ronald Lachman beneficially owns 8,698,772 shares of the aommon
stock, or approximately 27.2%, of the common stock outstanding
of Brilliant Digital Entertainment, Inc. Of these 8,698,772
shares, 7,367,214 shares are subject to warrants or the right to
acquire such shares.

Mr. Lachman has sole voting and dispositive power with respect
to 8,698,772 shares of the stock. Ezra Goldman and trusts for
the benefit of Mr. Lachman's children would have the right,
indirectly through their ownership in Kinetech, to participate
in any dividends or sale proceeds from the shares that may be
issued under the Kinetech warrant. Mr. Goldman owns 40% of
Kinetech and the trusts for the benefit of Mr. Lachman's
children own collectively 30% of Kinetech.

In September 2002, Mr. Lachman purchased 1,331,558 shares of the
common stock. In connection with this purchase, Brilliant
Digital Entertainment also issued Mr. Lachman a warrant to
purchase an additional 2,367,214 shares of common stock. Mr.
Lachman obtained the personal funds necessary to make this
purchase from the Ronald Lachman Revocable Trust.

In October 2002, Kinetech entered into a patent license
agreement with Brilliant Digital Entertainment, whereby Kinetech
licensed certain patented technology to Brilliant. As stated
above, Mr. Lachman owns 30% of the equity of Kinetech and trusts
established for the benefit of Mr. Lachman's children own
collectively another 30% of Kinetech. Mr. Lachman is also the
President of Kinetech. Mr. Lachman's business partner, Ezra
Goldman, owns the remaining 40% of Kinetech. At or about the
time of Kinetech's patent license to Brilliant, Mr. Lachman was
also appointed Chief Scientist of Brilliant Digital
Entertainment, Inc. In payment of the applicable patent license
fee, Brilliant issued to Kinetech a warrant to purchase
5,000,000 shares of common stock. Mr. Lachman has voting and
investment control with respect to the shares that may be issued
under this warrant. Kinetech's right to exercise all or part of
the warrant for 5,000,000 shares is subject to forfeiture if Mr.
Lachman's employment with Brilliant Digital Entertainment is
terminated for any reason, other than termination of his
employment without cause or his death, until September 13, 2004.

Mr. Lachman is engaged in the business of technology innovation
and investments through www Founders (d/b/a Lachman/Goldman
Ventures, LLC) and Kinetech, Inc.

At September 30, 2002, Brilliant Digital's balance sheet
reported a working capital deficit of about $3.3 million and
total working capital deficit of about $6 million.


CMS ENERGY: Marketing Unit Sells Natural Gas Trading Book
---------------------------------------------------------
CMS Energy's (NYSE: CMS) CMS Marketing, Services and Trading
subsidiary has closed the sale of its wholesale natural gas
trading book to Sempra Energy Trading, the wholesale commodity
trading unit of Sempra Energy (NYSE: SRE).

The sale price was $18 million.  CMS Energy will use the
proceeds to accelerate debt reduction.  CMS MST announced
previously that it also is exploring the sale of its electric
wholesale book.

The president and chief executive officer of CMS MST, David B.
Geyer, emphasized that the sale wouldn't affect gas service to
MST's 15,000 retail customers in Michigan.

"We are committed to serving our retail customers and meeting
their energy needs.  In fact, we will be focusing on the retail
sector as we leave the wholesale marketplace," Geyer said.  CMS
MST is registered with the Michigan Public Service Commission as
a retail supplier of natural gas and electricity. CMS MST has
announced plans to move its headquarters to Michigan from
Houston as part of CMS Energy's overall back-to-basics strategy.

CMS Energy Corporation (CMS, senior unsecured rated 'B+', Rating
Watch Negative by Fitch) is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation. For more information on CMS Energy, visit
http://www.cmsenergy.com/

As previously reported, ratings for CMS and Consumers by Fitch
are as follows, all ratings are on Rating Watch Negative:

      CMS

         -- Senior unsecured debt 'B+';

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

      Consumers Energy

         -- Senior secured debt 'BB+';

         -- Senior unsecured debt 'BB';

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

      Consumers Power Financing Trust I

         -- Trust preferred securities 'B'.

CMS Energy Corp.'s 8.375% bonds due 2003 (CMS03USR1),
DebtTraders says, are trading at 90 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CMS03USR1for
real-time bond pricing.


COMM 2000-FL2: Poor Performance Spurs Fitch to Cut Note Ratings
---------------------------------------------------------------
COMM 2000-FL2's commercial mortgage pass-through certificates
$43.9 million class C is downgraded to 'A' from 'A+' by Fitch
Ratings. In addition, Fitch downgrades the following classes:
$35.6 million class D to 'BBB+' from 'A', $8.8 million class G-
CO to 'BB+' from 'BBB+', $10.8 million class H-CO to 'BB' from
'BBB', $10.4 million class J-CO to 'BB-' from 'BBB-', $1 million
class G-WH is downgraded to 'B+' from 'BB+', $1.4 million class
H-WH to 'B' from 'BB' and $1.5 million class J-WH to 'B-' from
'BB-'. Fitch affirms the following classes: $221.8 million class
A and interest-only $463.4 million class X at 'AAA' and $36
million class B at 'AA'. Fitch does not rate the $34.6 million
class E, $33 million class F, $7.1 million class G-NS, $8.8
million class H-NS, $8.8 million class J-NS, $1.1 million class
G-LP, $1.3 million class H-LP, and $1.9 million class J-LP. The
ratings for classes G-FS, H-FS, and J-FS; G-NW and H-NW; G-CH,
H-CH, and J-CH; G-HM, H-HM, and J-HM; and G-EA were withdrawn
due to the payoff of the One East 57th Street loan, the News
Building loan, the Chelsea Market loan, the Hampshire loan and
the Eastridge Mall loan, respectively.

The downgrades are due to the declining performance of the
remaining three loans in the pool. The overall Fitch stressed
net cash flow for the pool declined 18.3% compared to
origination. As of the January 2003 distribution date, the TMA's
total principal balance has been reduced by 41% to $463.4
million from $785.3 million at origination.

Each first mortgage loan is split into an A, B and C note. Each
A note and B note has been contributed to form the Trust
Mortgage Asset. While the A notes are pooled, the B and C notes
provide credit enhancement only to the loan to which it relates.

As part of its review, Fitch analyzed the performance of each
loan and the underlying collateral and compared each loan's debt
service coverage ratio at closing to the most recent trailing
twelve month available. DSCRs are based on a Fitch stressed NCF
and a stressed debt service on the TMA loan balance. Fitch also
considered in its analysis the additional stress of the C note
on the three loans and the mezzanine financing on Colonnade and
Northstar.

The Colonnade loan is the largest loan, representing 53.8% of
the TMA. The loan is collateralized by seven cross-
collateralized and cross-defaulted office properties totaling
4.8 million square feet in 34 buildings and located in Georgia
(60% by allocated loan balance), Texas (22%) and Minnesota
(18%). Fitch NCF for TTM Sept. 30, 2002 decreased by 21.8% from
closing. The decline in NCF is due to a Fitch adjustment to the
NCF as a result of the depletion of the TI/LC escrow without a
commensurate increase in occupancy or net operating income. The
corresponding DSCR, based on a 9.66% Fitch stressed constant, is
at 1.18 times compared to 1.50x at closing. The all-in current
DSCR was 1.13x. Overall occupancy is flat at 77.2% as of Nov.
2002 compared to 78.3% at closing. The three office markets in
which the buildings are located are experiencing high vacancy
rates, ranging from 15.4% in Minneapolis to 23.4% in Dallas.
Fitch is concerned that expiring leases in the next year-
approximately 14% of the portfolio-and the currently vacant
space will be released at lower rates than at origination. The
master servicer, Midland Loan Services, Inc. is currently
working with the borrower for a 12-month extension, including an
extension of the interest rate cap. The loan matured in January
2003.

The Northstar loan, representing 39.9% of the TMA, is
collateralized by four boutique hotel properties. With hotels in
New York City, Los Angeles, and Miami, Northstar had an adjusted
NCF for TTM Sept. 30, 2002 which decreased 13.6% compared to
underwritten numbers at origination. The corresponding DSCR,
based on a 10.48% Fitch stressed constant, is at 1.42x compared
to 1.64x at closing. The all-in current DSCR was 1.03x. This
loan matures in July 2003 and the borrower is currently in the
market seeking refinancing.

The Whitehall loan properties are four garden style apartment
buildings, of which 88% by allocated loan balance is located in
the Atlanta suburbs. Atlanta has experienced significant job
losses and significant inflow of multifamily supply. These
factors coupled with low interest rates and an abundance of
affordable single family homes, have put tremendous downward
pressure on demand for multifamily units. Consequently, the
properties have experienced declining occupancy: 85.3% compared
to 94% at origination. The Fitch net cash flow for TTM June 30,
2002 has dropped 24.4% from origination, mostly due to lost
revenue and increased expenses. The corresponding DSCR, based on
a 10.35% Fitch stressed constant, was 1.07x compared to 1.41x.
The all-in current DSCR was 0.81x.

Although credit enhancement levels for the pooled classes have
increased significantly since origination, Fitch is concerned
about the poor performance of the three remaining loans. Fitch
resized each loan based on current Fitch adjusted cash flow and
on original sizing hurdles. The resulting resized credit
enhancement levels are the primary reason for downgrades to
classes C and D. Fitch will continue to monitor this
transaction, as surveillance is ongoing.


CONSECO FINANCE: Urges Court to Okay Lehman Warehouse Facility
--------------------------------------------------------------
In tandem with the Postpetition Financing requests, the Conseco
Finance Corporation Debtors ask the Court for permission to
enter the Lehman Warehouse Facility.  The LWF is structured as a
repurchase facility, under which loans originated by CFC and its
subsidiaries are sold to Lehman with an agreement by Green Tree
Facility Corp., (the seller in each transaction) to repurchase
those loans at a later date, at a higher price, with the price
differential reflecting the cost of financing.  GTFC's
obligations under the LWF are guaranteed by CFC and CIHC, in
full, up to $125,000,000.

Recognizing the CFC Debtors' need for additional availability
under the LWF, Lehman has agreed to purchase up to $300,000,000
of receivables from the LWF.  The additional availability
created by these purchases will allow GTFC to borrow the funds
necessary to continue to buy loans from the originator, allowing
CFC to continue originating loans.  Accordingly, Lehman, CFC and
GTRFC have entered into the Whole Loan Sale Agreement.

In addition to providing funding for the continued origination
of Whole Loans, Lehman has agreed to allow $25,000,000 of
proceeds from the aforementioned purchases, otherwise owed to
Lehman by GTFC for the origination of Whole Loans, to flow
upstream from GTFC to the CFC upon the consummation of the sale
of the loans. This commitment essentially creates a DIP
Financing Facility and will help the CFC Debtors continue their
business as a going-concern pending the anticipated sale of
substantially all their assets.

Lehman is concerned however, about the ability of GTFC and GTFRC
to provide intercompany loans to the CFC and tie up Lehman's
proceeds in the CFC Debtors' bankruptcy estate.  To protect its
interest, Lehman has requested that the intercompany loans be
granted superpriority administrative expense status.

The DIP Credit Agreement and other documents are the result of
arm's length negotiations between the CFC Debtors and Lehman.
The Junior DIP Facility's principal provisions include:

Borrower:       Conseco Finance Corp.

Agent & Banks:  Green Tree Finance Corp., will provide
                  intercompany loans to CFC, which will be funded
                  by Lehman Commercial Paper, Lehman ALI Inc.,
                  and Lehman Brothers Inc.

Commitment &
Availability:   $9,000,000 for working capital and general
                  corporate purposes upon entry of an Interim
                  Order.  All subsequent amounts will be
                  available only if the FPS DIP Facility is
                  approved.  The Maximum amount of the Junior DIP
                  Facility is $25,000,000.

Term:           To be paid in full at the earlier of

                    a) January 16, 2003;

                    b) June 1, 2003;

                    c) the closing under either the Asset
                       Purchase Agreement, dated December 19,
                       2003, or any similar agreement.

Priority
and Liens:      Direct borrowings, reimbursement obligations and
                  other obligations have superpriority status
                  under Section 364(c), subject to the Carve-Out,
                  and junior to the FPS superpriority claim.

Carve-Out:      Lehman's superpriority administrative expense
                  claim shall be subject to (x) if an Event of
                  Default occurs, payment of allowed and unpaid
                  professional fees incurred by the CFC Debtors
and
                  any statutory committees appointed in the Cases
                  not in excess of $500,000, and (y) payment of
                  fees pursuant to 28 U.S.C. Section 1930.  So
                  long as an Event of Default has not occurred,
                  the CFC Debtors shall be permitted to pay
                  compensation and reimbursable expenses allowed
                  and payable under 11 U.S.C. Sections 330 and
                  331, which shall not reduce the Carve-Out.

Interest Rate:  Interest shall accrue at the prime rate
                  announced by Bank of America, N.A. in New York,
                  plus 5.00%.

Events
of Default:     1) if the case is dismissed under Section 1112;
                  2) the Case is converted to a Chapter 7;
                  3) a Chapter 11 trustee or examiner with
                     expanded powers is appointed;
                  4) CFC uses proceeds of the Postpetition
                     Financing or other source not in compliance
                     with the budget
                  5) CFC violates provisions of this Order;
                  6) the Postpetition financing is not paid in
                     full on the Termination Date;
                  7) FPS declares an Event of Default;
                  8) CFC files a motion to reject any material
                     Pooling and Servicing Agreement to which CFC
                     is a party or it disavows to service any
                     material loans or securitized portfolio of
                     loans under a servicing agreement.

The success of these Chapter 11 cases and the stabilization of
the CFC Debtors' operations depends on the confidence of its
employees, vendors, service providers and customers.  This
depends on the CFC Debtors' ability to minimize the disruption
to their businesses.  If the relief sought is delayed, the
necessary parties' confidence may be shattered, damaging the CFC
Debtors' ability to reorganize beyond repair.  In contrast, if
the Facilities are approved, the CFC Debtors will be able to
continue functioning normally.  Therefore, the need for approval
is immediate. (Conseco Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


CONSORTIUM SERVICE: Regains Listing on OTC Bulletin Board
---------------------------------------------------------
Donald S. Robbins, President and CEO of Consortium Service
Management Group, Inc., (OTC Bulletin Board: CTUM) has been
approved for listing again on the OTC Bulletin Board. "We were
delisted in 2000 due to difficulties we had in reporting the
operations of our Ukraine subsidiary in accordance with U. S.
GAAP," said Robbins, "but we made changes and the S.E.C. has
accepted our changes."

CSMG is a technology management company that develops, invests
in, patents, owns, manages, and brings to market innovative
technologies. Included in these technologies are --

      -- the company's platform, medical, Live Biological Tissue
         Bonding technology, which bonds human tissue without the
         use of sutures, staples, sealants or glues. More than
         700 successful human surgeries have been performed in
         clinical trials in Ukraine using more than 30 different
         types of surgical procedures.

      -- the 390,000-pound proprietary Landfill Gas Purification
         System, now being installed at a municipal waste
         landfill in Chastang, Alabama, that processes raw
         landfill gas to pipeline quality.

      -- the environmentally friendly, large-farm, Anaerobic
         Animal Waste Processing System.

CSMG is the largest shareholder and foreign investor in "United
Engineering Closed Joint Stock Company with Foreign Investment,"
a successful Ukraine private engineering company specializing in
defense contracts that has also been successful in securing
private sector contracts.

Consortium Service Management Group maintains offices in Corpus
Christi, Texas; Oklahoma City, Oklahoma; Atlanta, Georgia;
Washington D.C. and Kiev, Ukraine. Its common stock is quoted on
the Internet as "CTUM.OB" and is traded on the OTC Bulletin
Board under the stock symbol "CTUM". Visit http://www.ctum.com
for more information on the Company.

As previously reported, Consortium Service Management Group,
Inc.'s financial statements for the first quarter of 2002 were
presented on the basis that it was a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company
incurred a net loss of $162,826 for the three months ended
March 31, 2002 and when combined with prior year net losses
raises substantial doubt as to the Company's ability to obtain
debt and/or equity financing and achieve profitable operations.

The Company's management intends to raise additional operating
funds through equity and/or debt offerings and the sale of
technologies.  However, there can be no assurance management
will be successful in its endeavors.  The possible consequences
of not obtaining additional funds either through equity
offerings, debt offerings, or sale of technologies is that there
will not be sufficient money to fund the capital projects
required to earn long term planned revenues of the company.


CONSTELLATION BRANDS: Inks Pact to Acquire BRL Hardy Limited
------------------------------------------------------------
Constellation Brands, Inc., (NYSE: STZ and STZ.B) whose
corporate credit and senior unsecured debts are currently rated
by Standard & Poor's at 'BB', reached an agreement to acquire
BRL Hardy Limited (ASX: BRL), Australia's largest wine producer.
The transaction will accelerate Constellation's overall growth,
increase its overall sales to $3.2 billion annually and, in
combination with Constellation's existing wine businesses, make
it the world's largest wine company at $1.7 billion in wine
sales.

Constellation has offered shareholders of BRL Hardy A$10.50 per
share, valuing BRL Hardy's total shares at approximately $1.1
billion. Including the assumption of around $325 million in net
debt, the total purchase price is valued at approximately $1.4
billion. The transaction will be financed through a combination
of cash and Constellation stock. BRL Hardy shareholders will be
offered a choice of all cash, all stock or a combination
thereof. The transaction is subject to approval of BRL Hardy's
shareholders and customary closing conditions, and is expected
to close in early April 2003.

In making the announcement, Constellation Chairman and CEO
Richard Sands said, "This is a tremendous addition to
Constellation's portfolio. By combining two fast growing and
high performing companies, we fulfill Constellation's strategic
objectives to accelerate its growth rates, broaden its product
portfolio and geographic reach and increase its competitive
advantage. BRL Hardy has generated dynamic results over the past
five years, producing an average of 21% sales growth and 26%
EBIT growth annually during that period." Mr. Sands added,
"Together, we will create the world's largest wine company, with
powerful market positions in the U.S., U.K. and Australia and a
strong platform to grow our export business in other key
markets. Combined with continued investment in our fast growing
U.S. imported beer and U.K. wholesale businesses, Constellation
will be a faster growing company."

Discussing the combined companies' prospects, Mr. Sands said,
"First and foremost we look forward to having BRL Hardy's
capable management and employees join Constellation. We have
complementary businesses that share a common growth orientation
and operating philosophy, which will be truly enhanced when
brought together. We will have a powerful wine brand portfolio,
encompassing all price points and emphasizing hot 'New World'
wines. The strong growth prospects for wine worldwide --
particularly those from Australia, U.S., New Zealand, and Chile
-- and for imported beer in the U.S., and U.K. wholesaling,
means we will be well-positioned to deliver increased top line
growth and even higher earnings per share growth."

Discussing the transaction, Mr. Sands said, "This deal again
demonstrates Constellation's financial discipline and skill at
making value-enhancing transactions. While valuing BRL Hardy at
a level warranted by their dynamic growth, powerful brands and
market position, the transaction is accretive from day one and
will generate substantial long term shareholder value."

Stephen Millar, Managing Director of BRL Hardy remarked, "We are
truly excited to be joining Constellation, a company we know and
respect through our joint venture, Pacific Wine Partners. With
this transaction, we will be able to take full advantage of the
still growing export potential for Australian, New Zealand and
other New World wines. We will immediately benefit from
increasing market share in the U.K. and U.S. and will continue
developing our business in other key wine markets."

At closing, assuming that BRL Hardy shareholders choose to take
the maximum of 15 million Constellation shares, pro forma LTM
net debt/EBITDA will be approximately 4.0 times, and pro forma
EBITDA interest coverage will be approximately 3.7 times.

               Transaction Structure and Timing

Based on a purchase price of $1.4 billion and Constellation's
estimate of BRL Hardy's annualized contribution to Fiscal 2004
EBITDA, the transaction, excluding one time transaction related
costs, would be valued at approximately 11.4 times EBITDA
without cost synergies, and less than 10.0 times with synergies.

The transaction will be financed through a combination of cash
and Constellation stock. BRL Hardy's shareholders will be
offered a choice of all cash, all stock or a combination
thereof. The stock-based alternatives will be capped at up to 15
million shares in Constellation stock. The stock based
alternative is designed to deliver A$10.50 in value to BRL
Hardy's shareholders accepting the stock alternative. To achieve
this, the number of shares issued for each BRL Hardy share
acquired will vary based on:

      -- movements in the Constellation share price in the period
         leading to transaction close above and below the current
         price of $25.00, subject to a constrained band; and

      -- the USD/AUD exchange rate shortly before transaction
         close.

Further details of the stock based alternative will be included
in the documentation to be provided to BRL Hardy shareholders.

Constellation will finance the transaction through a combination
of internal cash resources and new debt. The Company has
committed financing for all its potential cash requirements
under the transaction based on a new $2.0 billion credit
agreement.

The Constellation shares issued to non-US shareholders of BRL
Hardy under the stock based alternative will be listed on the
Australian Stock Exchange in the form of CHESS Depositary
Interests following application by Constellation for a foreign
exempt listing on the ASX. CDIs are beneficial interests in
securities traded on the ASX under the electronic transfer and
settlement system operated by the ASX in a manner identical to
trading in other Australian listed shares. CDIs are issued to
enable the electronic transfer and settlement on the ASX of
shares issued by foreign companies such as Constellation.

Holders of Constellation CDIs receive all the economic benefits
of legal ownership, such as the right to receive the same
dividends, to which certificated shareholders are entitled.

The transaction requires approval of BRL Hardy shareholders, who
will vote at a special meeting currently scheduled to be held
during March 2003. In addition, Australian court and Foreign
Investment Review Board approvals are required. The transaction
is expected to be completed by early April 2003.

                    The Business Combination

The acquisition of BRL Hardy will add over $500 million in
annualized net sales, comprised of BRL Hardy's approximately
$425 million of forecasted 2002 revenues, along with
approximately $120 million of sales from the Pacific Wine
Partners joint venture. The additional revenues, combined with
those of Constellation's existing wine businesses, will create
the world's largest wine business at approximately $1.7 billion
in annual sales. This will solidify its position as one of the
world's largest multi-category beverage alcohol companies.
Constellation will become the leader in New World wines, with
products from the U.S., Australia, New Zealand, Chile and South
Africa. It will gain significant marketplace strength in
Australia, and add to its already strong positions in the U.K.
and U.S. It will also increase its business opportunities in
other key markets.

With 22 million 9-liter cases sold annually domestically and
abroad, BRL Hardy is Australia's largest wine producer. Of this
total, 10.5 million cases are sold in its domestic market,
giving it a 24% share. It is also the largest seller of
Australian wines in the U.K., where it sells nearly 6 million
cases and its Hardys and Banrock Station brands are market
leaders. Combined with Constellation's U.K. wines sales, which
include the #1 on premise brand Stowells of Chelsea, the Company
will have 8 of the top 20 wine brands, giving it a 20% share of
the U.K. branded wine market, and over a 10% share of the total
U.K. wine market, more than double its nearest competitor.

In the U.S., Constellation sells nearly 44 million cases of wine
per year (a 20% share), making it the second largest producer.
Through the acquisition, Constellation will become sole owner of
Pacific Wine Partners, a 50/50 joint venture the companies
operate in which BRL's fast growing Banrock Station, Hardys,
Nobilo and other brands are marketed in the U.S. In addition,
PWP owns the Blackstone brand, one of the fastest-ever-growing
wine brands in the U.S. and currently the 3rd largest brand
retailing above $11 per bottle.

Upon its closing, Constellation's and BRL Hardy's wine
businesses, as well as Pacific Wine Partners, will become
Constellation Wines. BRL Hardy Managing Director Stephen Millar
will assume the role of CEO Constellation Wines, reporting to
Constellation President and COO Robert Sands.  Mr. Millar will
remain in Adelaide with a small team. His organization will be
responsible for formulating and implementing a worldwide wine
strategy that supports the wine businesses. The organization
will ensure Constellation captures and leverages the benefits of
their newly enhanced brand portfolio, expanded routes to market
and greater operating resources. First priority for Mr. Millar
will be developing an operating plan for both companies'
extensive U.K. and Rest of World wine operations. Because of the
specialized nature of the various wine businesses in the U.S.,
Australia, New Zealand, and Chile, their individual sales
marketing and production organizations will remain unchanged,
focusing on their day to day activities.

There will be no changes to Constellation's imported beer and
spirits businesses.

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

BRL Hardy Limited is a leading Australian producer and exporter
of wine, with products sourced from Australia, New Zealand and
France. The company's wines are distributed worldwide through a
network of sales and marketing operations, with the majority of
sales generated in Australia, the United Kingdom and the United
States. Major export brands include: Hardys Stamp of Australia,
Hardys Nottage Hill, Hardys VR and Banrock Station. Other
domestic and international brands include: Houghton, Nobilo,
Leasingham, Moondah Brook, Yarra Burn, Stonehaven, Stanley and
Renmano.


CROWN CASTLE: S&P Ratchets Credit Rating to B-, Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless tower operator Crown Castle International
Corp. to 'B-' from 'B+', and removed the rating from CreditWatch
with negative implications.

The outlook is negative. At the end of September 2002, the
Houston, Texas-based company's consolidated debt was about $3.4
billion.

The downgrade is due to concerns that weak tower industry
fundamentals will make it unlikely for Crown Castle to reduce
its heavy debt burden in the foreseeable future and contribute
to increased liquidity risk starting in 2004.

"The company used substantial debt in the past several years to
acquire and build towers with the anticipation that steep growth
in cash flows resulting from strong carrier demand for towers
would help to quickly deleverage. With wireless carriers
projected to limit tower-related spending at least through 2004
due to capital constraint, flattening demand for wireless
services, and availability of additional spectrum capacity
resulting from recent network upgrades, the expectation that
Crown Castle would be able to achieve substantial debt reduction
through increased cash flows has become unrealistic," said
Standard & Poor's credit analyst Michael Tsao.

Standard & Poor's also said that continued weakness in tower
industry fundamentals and the company's lack of access to
liquidity at two free cash flow positive subsidiaries will make
it difficult for Crown Castle to reduce its heavy debt burden.
In the event of a prolonged industry slump or serious execution
missteps, currently adequate liquidity could rapidly become
insufficient and lead to increased potential for financial
restructuring. Should industry fundamentals and cash flow
metrics not show signs of improvement as 2003 progresses, the
ratings could be lowered.


DELTA AIR LINES: Narrows Fourth Quarter Net Loss to $363 Million
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported results for the quarter
ending December 31, 2002 and other significant news. The key
points are, Delta:

      * Reports a fourth quarter net loss of $363 million. Full
        year 2002 net loss is $1.3 billion.

      * Excluding unusual items, reports a fourth quarter net
        loss of $230 million. On the same basis, full year
        2002 net loss is $958 million.

      * Ends quarter with cash and short-term liquidity of $2.6
        billion, consisting of $2.0 billion in unrestricted cash,
        $134 million in restricted cash and $500 million in
        short-term liquidity.

      * Delta maintained sound liquidity and strong operations
        despite industry turmoil.

Delta Air Lines reported a net loss of $363 million for the
December 2002 quarter. This is compared to a net loss of $734
million for the December 2001 quarter. Excluding unusual items,
the December 2002 quarter net loss was $230 million, compared to
a net loss of $486 million in the December 2001 quarter. For the
full year 2002, Delta reported a net loss of $1.3 billion.
Excluding unusual items, Delta reported a net loss of $958
million for calendar year 2002.

                     Financial Performance

"During the past year, Delta, like all airlines, continued to
feel the serious financial blows from the post-9/11 industry
turmoil and the slumping economy. While we have experienced
unsustainable losses, the hard work and tough decisions of
Delta's management and people have allowed the company to remain
fundamentally sound," said Leo F. Mullin, Delta chairman and
chief executive officer. "Although pressures and changes within
our industry are certain to continue, Delta will make the
difficult but necessary moves to position our company as an
industry leader when we emerge from these uncertain times."

Year-over-year comparisons of both financial and operational
performance continue to be significantly impacted by the 9/11
terrorist attacks. Fourth quarter operating revenues increased
15.5 percent, and passenger unit revenues increased 12.2
percent, compared to the December 2001 quarter.

Operating expenses for the December 2002 quarter decreased 7.9
percent. Excluding unusual items, operating expenses for the
quarter increased 1.8 percent, primarily as a result of higher
pension expenses and fuel costs. Unit costs decreased 1.5
percent and unit costs on a fuel price neutralized basis
decreased 3.9 percent, excluding unusual items.

Delta had positive cash flow from operations for the December
2002 quarter of $177 million. Even after funding non-fleet
capital expenditures, Delta's cash flow remained slightly
positive for the quarter.

The load factor for the quarter was 71.2 percent on 3.3 percent
additional capacity, compared to 63.6 percent for the same
period a year ago.

"Delta outperformed analyst expectations in the December quarter
through our disciplined approach to the entire operating
environment," said M. Michele Burns, executive vice president
and chief financial officer. "The steps we took to optimize our
network and implement cost savings initiatives led to improved
cost and revenue performance in each month of the quarter."

In the December 2002 quarter, Delta's fuel hedging program
reduced costs by $40 million, pretax. Delta hedged 54 percent of
its jet fuel requirements in the December 2002 quarter at an
average price of $0.68 per gallon. Delta's total fuel price for
the period was $0.76 per gallon. For the March 2003 quarter,
Delta has hedged 63 percent of its expected jet fuel
requirements at an average price of $0.77 per gallon. For the
June 2003 quarter, Delta has hedged 65 percent of its expected
jet fuel requirements at an average price of $0.75 per gallon
and for the full year 2003, Delta has hedged 50 percent of its
expected jet fuel requirements at an average price of $0.75 per
gallon.

Delta continued to adjust capacity during the fourth quarter.
Compared to the December 2001 quarter, system capacity for the
December 2002 quarter was up 3.3 percent and mainline capacity
was up 1.4 percent. Compared to the December 2000 quarter,
system capacity was down 8.4 percent and mainline capacity was
down 11.2 percent. Delta's system capacity for the full-year
2003 is expected to be down 1.0 to 2.0 percent with mainline
capacity down 4.0 to 5.0 percent as compared to 2002.

Delta preserved its financial flexibility throughout 2002. With
the current uncertainty in the geo-political environment and two
carriers in bankruptcy, Delta maintained sound liquidity through
a series of strategic initiatives. At December 31, 2002, Delta
had cash and short-term liquidity totaling $2.6 billion, of
which $2.0 billion is unrestricted cash and cash equivalents,
$134 million is restricted cash and $500 million is short-term
liquidity available under an existing credit agreement. Delta
also has unencumbered aircraft with an estimated value of
approximately $4.6 billion of which $1.8 billion is eligible
under Section 1110 of the U.S. Bankruptcy Code. These aircraft
are available for use in potential financing transactions.

"Delta continues to focus on maintaining financial headroom in
the face of an uncertain environment," said M. Michele Burns.
"Throughout the year, we have been strategic in managing the
portfolio within our balance sheet, in particular the proportion
of cash to liquidity that we carry. By managing this portfolio,
we have been able to minimize carrying costs by leveraging our
deep pool of aircraft collateral and low short-term interest
rates."

Delta expects to meet its obligations as they become due through
available cash and cash equivalents, investments, internally
generated funds, borrowings and new financing transactions.

During the December 2002 quarter, Delta recorded a non-cash
charge to equity related to its pension plans totaling
approximately $1.6 billion, net of tax. This charge exceeded
previously announced estimates of $700-800 million, net of tax,
as a result of the reduction in both interest rates and the
value of pension plan assets since the original estimate.

                          Unusual Items

December 2002 Quarter

In the December 2002 quarter, Delta recorded unusual charges
totaling $133 million, net of tax, consisting primarily of the
following:

Charges

* An $80 million charge, net of tax, for severance and related
   costs associated with job reduction programs announced in
   October 2002.

* A $26 million charge, net of tax, related to the purchase of a
   portion of outstanding ESOP Notes.

* A $23 million charge, net of tax, primarily related to the
   impairment of Delta's EMB-120 turbo prop fleet and related
   spare parts. This charge results from the decision to
   accelerate the removal of these assets from the fleet, as well
   as their reduction in market value. These aircraft will be
   removed from service during 2003.

* A $19 million charge, net of tax, reflecting the cost to defer
   the receipt of certain aircraft in accordance with previously
   announced changes in Delta's fleet plan.

Offsetting these charges is the reversal of a reserve totaling
$35 million, net of tax, related to nine Boeing 737 leased
aircraft previously removed from service. As a result of the
previously announced retirement of the B727s and the grounding
of the MD-11 aircraft, the B737 aircraft will be returned to
service beginning in 2003.

December 2001 Quarter

In the December 2001 quarter, Delta recorded unusual charges
totaling $248 million, net of tax, consisting primarily of the
following:

Charges

* A $309 million charge, net of tax, related to staffing
   reduction programs implemented as a result of the September 11
   terrorist attacks.

* A $188 million charge, net of tax, related to the writedown of
   certain aircraft.

* A $90 million charge, net of tax, related primarily to
   discontinued contracts, facilities and information technology
   projects.

Gains

* A $288 million gain, net of tax, which reflected a portion of
   the compensation that Delta received under the Stabilization
   Act.

* A $66 million gain, net of tax, primarily related to the sale
   of Delta's equity interest in SkyWest, Inc., the parent
   company of SkyWest Airlines.

Additional details about unusual items can be found in Note 2 to
the attached consolidated statements of operations.

                Delta Remains Committed to Operational
                        Excellence and Safety

Delta's primary focus continues to be operational excellence and
safety, even in the face of crisis throughout the industry.
Delta's OSHA recordable cases for 2002 were 50 percent below the
industry average. This marked the eighth consecutive year that
Delta's rate has declined. Additionally, Delta's OSHA lost work
day cases in 2002 declined 16 percent compared to 2001.

For the December 2002 quarter, Delta's completion factor was
98.9 percent versus 99.0 percent during the same period last
year. For the full year 2002, Delta's completion factor was 99.0
percent, 1.5 points better than 2001.

                Delta Focuses on Financial Results
                   with Cost Saving Initiatives

In the December 2002 quarter, and as outlined below, Delta has
taken and will continue to take significant actions to help
improve financial performance during 2003.

During the quarter, Delta announced a difficult, but necessary
decision to reduce its workforce by 7,000-8,000 positions, with
most of these reductions to be completed by May 2003. Once this
current reduction is complete, Delta will have reduced its
workforce by approximately 16,000 since September 11, 2001.

In the December 2002 quarter, Delta announced changes to its
employee pension program as part of its ongoing strategic
benefits review initiative. With the implementation of and
migration to a new cash balance plan, Delta expects to realize
cost savings of approximately $120 million in 2003 and $600
million over the next five years. Delta has already taken steps
to offset rising healthcare costs through its strategic benefits
review process, resulting in cost savings of approximately $80
million in 2003.

Delta leveraged its flexibility through a disciplined approach
to right- sizing capacity, allowing for quick response to the
ever-changing needs of its passengers. Delta continued to
optimize its network by restructuring its Dallas/Fort Worth hub
in order to reduce operating losses. Delta will offer customers
14 percent more flights at DFW each day by utilizing its
regional jet fleet, including the introduction of a new 70-seat
aircraft. The mainline aircraft previously serving DFW will
either be retired or reallocated to routes with better profit
potential. Delta also announced plans to launch a new low-fare
subsidiary, initially focusing on Florida's leisure markets.
This new subsidiary will replace Delta Express and provide Delta
with a competitive advantage in the low cost carrier
marketplace.

Delta continued to gain productivity advantages from the use of
its technology. During the quarter, Delta "went live" with its
SAP inventory and supply chain management system, delivering
both on time and on budget. After 18 months of diligent work,
Delta is extremely pleased with the initial results and expects
to achieve significant inventory reduction benefits over the
next three years.

                      Revenue Performance

Delta's passenger unit revenue performance, while still below
December quarter 2000 levels, continued to outperform the
industry on a year-over-year basis, up 12.2 percent from the
December quarter 2001. The disciplined approach to capacity
combined with a significant number of initiatives established in
previous months, helped to drive this performance. Strategies
were implemented to reduce or eliminate corporate discounts,
especially on published fares that were already deeply
discounted. Furthermore, select fares in both published and
opaque pricing channels were increased in markets exhibiting
strong demand. Yield performance was also bolstered by revenue
management strategies deployed for both the Thanksgiving and
Christmas holiday period.

While Delta's year-over-year passenger unit revenue outperformed
its peers in the December quarter and the full year 2002, the
revenue environment continues to remain uncertain. A variety of
factors may impact future industry revenues, including the
current geo-political environment, the economy and the operation
of two carriers under bankruptcy protection. Delta will continue
to proactively implement network and revenue enhancing
initiatives to mitigate any negative impact of the current
revenue environment.

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

Delta Air Lines' 10.375% bonds due 2022 are currently trading at
about 68 cents-on-the-dollar.


EAGLE-PICHER: Net Sales Slide-Down 2.6% in Fiscal Year 2002
-----------------------------------------------------------
Eagle-Picher Holdings, Inc., announced its preliminary unaudited
results of operations for its fiscal year 2002 which ended
November 30, 2002.  The Company expects to report net sales of
approximately $707 million, down 2.6% from fiscal year 2001
restated net sales of $726 million.  The sales amounts include
reclassifications, aggregating an increase of $34 million for FY
2001 and $25 million for FY 2002, to restate sales and cost of
sales for transportation and tooling expenses billed to
customers, which previously had been netted in the reported
amounts.  These reclassifications were due to the adoption of a
recently issued accounting pronouncement, and to conform the
prior year presentation to the current year presentation.

The Company expects FY 2002 operating income to be approximately
$22 million, compared to FY 2001 operating income of $4.3
million, and to incur a net loss of approximately $20 million in
FY 2002, compared to FY 2001 net loss of $54.0 million,
including $32 million relating to discontinued operations in FY
2001. Net loss to common shareholders after accretion of
preferred stock dividends is expected to be approximately $35
million in FY 2002, compared to a net loss of $67.3 million in
FY 2001. The Company adopted FASB 142 in the fourth quarter of
FY 2002, effective December 1, 2001. The adoption had the impact
of not recognizing goodwill amortization expense during FY 2002,
while FY 2001 results included approximately $16 million of
goodwill amortization expense.

The Company also announces preliminary unaudited estimated
earnings before interest, taxes, depreciation and amortization
for FY 2002 of approximately $71.4 million. This compares to
EBITDA of $68.5 million in FY 2001. Additionally, the Company
announces preliminary unaudited estimated EBITDA, determined
under its senior secured credit facility, of approximately $97
million. This compares to Credit Agreement EBITDA of $87.1
million in FY 2001. FY 2002 Credit Agreement EBITDA excludes the
following items:

      * $6.1 million in special legal expenses and settlement
costs, primarily related to an arbitration with Isonics
Corporation that has been settled.

      * $5.9 million of restructuring charges primarily to exit
the Company's Gallium-based specialty materials business.

      * $3.1 million of insurance related losses, primarily due
to a fire claim as described in Note G in the Company's Form 10-
Q for the quarter ended August 31, 2002.

      * $3.5 million for certain special management compensation
expenses, primarily related to a settlement with the Company's
former CEO, as well as severance for various former officers of
the Company.

      * $6.5 million in charges related to former divested
businesses, including the sale of the Precision Products
business during FY 2002 ($2.8 million loss) and various legal
settlements and provisions related to divested business legal
matters.

      * Approximately $0.5 million of other charges.

Eagle-Picher expects preliminary unaudited net cash generated
from operating activities in FY 2002 of approximately $81
million, including approximately $46 million provided from the
securitization of accounts receivable, and that it expects uses
of approximately $7 million in investing activities and
approximately $70 million in financing activities in FY 2002.

Eagle-Picher also reported the following as of November 30,
2002:

      * Total indebtedness for borrowed money, including the net
capital investment in the Company's receivables securitization,
was $420 million.

      * Cash on hand of $31.5 million.

      * Availability of approximately $40 million to $45 million
under its various credit facilities.

The Company was in compliance with all covenants under its
various credit facilities as of November 30, 2002.

The Company notes that the preliminary unaudited figures for FY
2002 could change when final audited results are available.

The Company announces that it expects sales for FY 2003 to be in
the range of $670 million - $700 million, compared to $707
million in FY 2002. The FY 2003 sales range is primarily
attributed to the current uncertainty regarding industry
forecasted Automotive builds for FY 2003. Also, the sales
estimate for FY 2003 reflects the anticipated decrease in sales
of approximately $20 million related to the phase-out of an
automotive transmission pump program, as well as the anticipated
sale of the Company's U.K. Automotive operation, which had sales
of approximately $14 million in FY 2002.

The Company is projecting FY 2003 EBITDA to be in the range of
approximately $99 million to $103 million and its Credit
Agreement EBITDA to be approximately $102 million to $106
million. FY 2003 projected Credit Agreement EBITDA excludes
approximately $3 million of non-cash provisions related to a
recently adopted long term bonus program. Projected EBITDA
improvement compared to FY 2002, on anticipated lower sales,
reflects cost reduction and productivity initiatives across the
Company. On the basis of these projections, the Company believes
it will be in compliance with all covenants under its various
credit facilities in FY 2003.

Granaria Holdings, B.V., a Netherlands corporation which
controls the Company, has informed the Company that an entity
owned by Granaria and an affiliate of ABN AMRO Bank, which as
previously announced has acquired approximately 52% of the
outstanding 11-3/4% Cumulative Redeemable Exchangeable Preferred
Stock issued by the Company, may purchase additional shares of
Preferred Stock.  Those Preferred Shares are rated by Moody's
and Standard & Poor's at junk levels.

As previously reported, Standard & Poor's revised its outlook on
Eagle-Picher to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on
the Phoenix, Arizona-based company.  The outlook revision
reflected the company's heavy debt burden and constrained
financial flexibility amid the current challenging economic
environment, resulting in increased financial risk.


EGAMES: Repays Entire Outstanding Fleet Bank Term Loan Balance
--------------------------------------------------------------
eGames, Inc. (OTCBB:EGAM), a publisher and developer of Family
Friendly(tm), value-priced consumer entertainment PC software
games, repaid the entire outstanding term loan balance to Fleet
Bank prior to maturity and has redeemed the common stock warrant
issued to Fleet Bank in connection with the forbearance
agreement entered into on October 31, 2001.

Jerry Klein, President and CEO of eGames, stated, "We believe
this accomplishment marks a very important milestone in our
turn-around plan that we initiated a year ago. Over the past
year, we have made significant progress in strengthening our
balance sheet by: converting accounts receivable balances and
certain slow-moving inventory stock into cash, reducing trade
debt, eliminating bank debt, and achieving operational
profitability as a result of strengthening our gross profit
margins and reducing operating costs. Accordingly, we intend to
continue financing the majority of our anticipated business
growth through funds generated from operations, as we have done
over the past fifteen months. However, now that we have a much
stronger balance sheet, we may at some time decide to seek a
banking relationship that would include a credit facility in
order to more effectively manage normal fluctuations in working
capital requirements."

Mr. Klein further commented, "We must remain disciplined and
continue to focus our business plan on serving our core value-
priced consumer and the retailers servicing them and to
gradually increase our product offering to include titles that
appeal to the higher-end game player looking for a high-value
gaming experience at an affordable price."

eGames, Inc., headquartered in Langhorne, PA, develops,
publishes and markets a diversified line of Family Friendly(tm),
value-priced consumer entertainment PC software games. The
Company promotes the eGames(tm), Game Master Series(tm), and
Outerbound(tm) brands in order to generate customer loyalty,
encourage repeat purchases and differentiate eGames software
products to retailers and consumers. eGames -- Where the "e" is
for Everybody! Additional information regarding eGames, Inc.,
can be found on the Company's Web site at http://www.egames.com


ENRON CORP: Shell Chemical Demands Payment of $3.8M Admin Claims
----------------------------------------------------------------
Shell Chemical LP asks the Court to allow its administrative
expense claims and direct Enron Corporation and its debtor-
affiliates to pay these expenses without further delay:

     -- $1,984,500, plus interest allowed by law, for the
        conversion of natural gasoline; and

     -- $1,870,883, plus interest allowed by law, for the
        conversion of ethane.

James Gadsden, Esq., at Carter Ledyard & Milburn, in New York,
relates that on March 15, 2002, Shell Chemical was the owner of
70,000 barrels of natural gasoline.  Shell Chemical had the
right of possession of the NatGas it had deposited with Enron
Gas Liquids, Inc. pursuant to a Storage and Transportation
Agreement.

The Storage Agreement was entered into on January 1, 1995
between EGL and Shell Oil Company, an affiliate of Shell
Chemical.  The Storage Agreement provided that EGL leased Shell
Chemical storage space in its storage facility at Mont Belvieu,
Texas.  The Storage facility is owned and operated by EOTT
Energy Liquids, LP.

                   Conversion of Natural Gasoline

Mr. Gadsden reports that on March 15, 2002, EGL unlawfully and
without authority assumed dominion and control over Shell
Chemical's NatGas to the exclusion of Shell Chemical's rights in
this property.  On the same day, Shell Chemical demanded that
EGL return the NatGas and EGL responded that the property was
not physically available.

According to Mr. Gadsden, the fair market value of the 70,000
barrels of NatGas on September 24, 2002 was $1,984,000.  Shell
Chemical is entitled to have the value of the property measured
as of this date, which is between the date of the conversion and
the date this administrative claim was filed because, Mr.
Gadsden contends, EGL's conduct in converting the property
constituted fraud, willful wrongdoing or gross negligence.  In
addition, Mr. Gadsden argues, Shell Chemical is also entitled to
interest from March 15, 2002 to the date of payment, at the pre-
judgment rate of interest.

In the alternative, Mr. Gadsden proposes that if Shell Chemical
is only entitled to have its damages measured by the fair market
value of the property on the date of the conversion, which is
March 15, 2002, the fair market value of the property was
$1,609,650.

                    Conversion of Ethane

Mr. Gadsden continues that Shell also stores ethane at EGL's
Mont Belvieu, Texas storage facility pursuant to the Storage
Agreement.  On March 31, 2002, Shell Chemical had 113,841
barrels of ethane stored at the Mont Belvieu Facility.

Shell Chemical first learned on March 2, 2002 that substantial
amounts of ethane were missing and had been converted.  That
day, EOTT informed Shell Chemical that it had less than 25,000
barrels of ethane at Mont Belvieu facility.  Moreover, in April
2002, EOTT reported 139,203 barrels of ethane as missing.

Effective April 12, 2002, Mr. Gadsden reports, the Storage
Agreement was terminated and Shell Chemical entered into a new
interim storage agreement with EOTT.  Conversely, EOTT informed
Shell Chemical that the physical inventory volume of ethane at
the Mont Belvieu facility was different than the book inventory
volume that was provided to EOTT by EGL.  According to EOTT, the
physical inventory volume of ethane belonging to Shell Chemical
on April 12, 2002 was 107,178 barrels.  But the book inventory
of ethane belonging to Shell Chemical on April 12, 2002 was
247,178. The discrepancy is 139,203 barrels of ethane, based on
Shell Chemical's records and EOTT's recital of the physical
inventory volume.  Though, Shell Chemical has not conducted a
physical inventory of the Mont Belvieu facility.  Shell relied
on EOTT's information regarding the physical inventory of ethane
in Shell Chemical's storage jugs at the facility.  To the extent
the information EOTT provided is incorrect, Shell Chemical
reserves the right to amend or supplement its administrative
claim.

Accordingly, Shell Chemical immediately demanded that EGL return
its property.  EGL responded that the property was not
physically available.

Mr. Gadsden informs the Court that the fair market value of the
139,203 barrels of ethane on September 30, 2002 was $1,870,883.
Shell Chemical is entitled to have the value of the property
measured as of this date, which is between the date of the
conversion and the date this administrative claim was filed
because, Mr. Gadsden argues, EGL's conduct in converting the
property constituted fraud, willful wrongdoing or gross
negligence.  For its loss and damage resulting, Shell Chemical
asserts an administrative claim for $1,870,883.  Shell is also
entitled to interest on the administrative claim from March 2,
2002 at the prejudgment rate of interest until paid.

In the alternative, Mr. Gadsden contends that if it be found
that Shell Chemical is entitled to have its damages measured
only by the fair market value of the property on the date of the
conversion, it would show that the conversion took place on
April 12, 2002 and that the fair market value of the property on
that date was $1,457,452. (Enron Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EQUITEX INC: Gets 180 Days to Meet Nasdaq Listing Requirement
-------------------------------------------------------------
Equitex, Inc., (Nasdaq:EQTX) was notified by The Nasdaq Stock
Market that it qualifies for an additional 180 calendar days to
achieve compliance with Nasdaq Marketplace Rule 4310(C)(8)(d)
requiring the Company to maintain a minimum bid price of $1.00
per share.

As previously reported, the Company was notified in July 2002
that it had until January 14, 2003, to achieve compliance with
the rule.

Also as previously reported, while a proposal to effect a one
share for six shares reverse stock split was approved by the
Company's stockholders at its annual meeting held December 27,
2002, the Company has not set a record date and has placed the
proposed split on hold until further notice.

Specifically, the Company qualifies for the extension because it
meets the initial listing requirements for The Nasdaq SmallCap
Market under Marketplace Rule 4310(C)(2)(A) with stockholders
equity of at least $5,000,000. As reported in its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002,
the Company had stockholders equity of $10,707,796. Accordingly,
the Company now has until July 14, 2003, to achieve compliance
with the minimum bid price requirement by maintaining a closing
bid price of $1.00 per share for a minimum of 10 consecutive
trading days prior to that date.

Equitex, Inc., is a holding company operating through its wholly
owned subsidiaries Nova Financial Systems and Key Financial
Systems of Clearwater, Florida, and Chex Services of Minnetonka,
Minnesota, as well as its majority owned subsidiary Denaris
Corporation. Nova and Key service credit card products. Chex
Services provides comprehensive cash access services to casinos
and other gaming facilities. Denaris Corporation was recently
formed to provide stored value card services.

At September 30, 2002, Equitex Inc.'s balance sheet shows that
total current liabilities exceeded total current assets by
about $4 million.


EQUITY INSURANCE: S&P Assigns Bpi Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'Bpi'
counterparty credit and financial strength ratings to Equity
Insurance Co. (previously Guideone Casualty Insurance Co.).

"The rating is based on the implied group rating of Equity
Insurance Co.'s new group (Home State Insurance Group Inc.) and
its high one-year loss development ratio," said Standard &
Poor's credit analyst Alan Koerber.

Headquartered in West Des Moines, Iowa, this stock company
writes mainly nonstandard private passenger auto. Business in
the company's major states of operations--Oklahoma, Arkansas,
and Georgia--constitute all of its revenue and its products are
distributed primarily through independent agents. The company,
which began business in 1965, is licensed in 11 states. Home
State Insurance Group Inc., a small insurance group with 2001
surplus of less than $25 million, acquired Equity in September
2001. Other members of the group include Home State County
Mutual Insurance Co. (rated 'Bpi').


FERTINITRO FINANCE: Fitch Further Junks Secured Bonds' Rating
-------------------------------------------------------------
Fitch Ratings has lowered the debt rating of FertiNitro Finance
Inc.'s US$250 million 8.29% secured bonds due 2020 to 'CC' from
'CCC'. The rating remains on Rating Watch Negative. Without a
definitive source of external liquidity, Fitch believes that
default on the FertiNitro bonds is probable in the near term.

The rating downgrade reflects the higher degree of uncertainty
in FertiNitro's ability to fully cover its upcoming US$44
million debt service payment in April. Since late last year,
FertiNitro has been in discussions with its lenders and sponsors
on alternatives to address the project's worsening financial
situation, which has greatly diminished the project's liquidity.
In addition, the ongoing national strike in Venezuela that has
significantly curtailed PDVSA's operations has further eroded
FertiNitro's cash balances. FertiNitro relies on PDVSA for its
gas feedstock. Due to the prolonged national strike, FertiNitro
has been shutdown since mid-December.

As previously mentioned in the Fitch press release dated
November 12, 2002, FertiNitro requires external liquidity to
cover its scheduled debt payment, capital expenditures related
to critical repairs, and the costs associated with an extended
outage for the repairs. Furthermore, due to unsuccessful
negotiations between FertiNitro and the EPC Contractor on the
warranty-related costs, the situation has proceeded to
arbitration. Since November, both the sponsors and lenders have
been evaluating FertiNitro's situation. Fitch believes external
financial support from the sponsors combined with relief from
lenders to be critical in addressing FertiNitro's distressed
liquidity position.

FertiNitro is owned 35% by a Koch Industries, Inc. subsidiary,
35% by Petroquimica de Venezuela, S.A., a wholly owned
subsidiary of Petroleos de Venezuela S.A., 20% by a Snamprogetti
S.p.A. subsidiary, and 10% by a Cerveceria Polar, C.A.
subsidiary.


FOCAL COMMS: Pachulski Stang Retained as Bankruptcy Attorneys
-------------------------------------------------------------
Focal Communications Corporation and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain the law firm of Pachulski, Stang, Ziehl,
Young & Jones, PC as Counsel with regard to the filing and
prosecution of their chapter 11 cases.

In preparing for its representation of the Debtors in these
cases, Pachulski Stang has become familiar with the Debtors'
business and affairs and many of the potential legal issues
which may arise in the context of these chapter 11 cases.

The principal attorneys and paralegals presently designated to
represent Debtors are:

           Laura Davis Jones         $550 per hour
           Bruce Grohsgal            $395 per hour
           David M. Bertenthal       $350 per hour
           Christopher J. Lhulier    $260 per hour
           Kathe Finlayson           $130 per hour

Pachulski Stang is expected to:

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

      b. prepare and pursue confirmation of a plan and approval
         of a disclosure statement;

      c. prepare necessary applications, motions, answers,
         orders, reports and other legal papers on behalf of the
         Debtors;

      d. appear in Court and to protect the interests of Debtors
         before the Court; and

      e. perform all other legal services for Debtors which may
         be necessary and proper in these proceedings.

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 a chapter 11
petition 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.

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


GENUITY INC: Gets Go Signal to Pay $8-Mil Critical Vendor Claims
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates sought and obtained
Court authority to pay all prepetition, fixed, liquidated, and
undisputed claims of certain critical suppliers of materials,
goods, and services, subject to these conditions:

    A. The Debtors, in their sole discretion, will determine
       which Critical Vendor Claims, if any, are entitled to
       payment under this Motion;

    B. If a Critical Vendor accepts payment under this Motion,
       the Critical Vendor is deemed to have agreed to continue
       to provide services to the Debtors, on as good or better
       terms and conditions that existed 120 days prior to the
       Petition Date, during the pendency of these Chapter 11
       cases;

    C. If a Critical Vendor accepts payment under this Motion
       does not continue to provide services on at least the
       Customary Terms during the pendency of these Chapter 11
       cases, then:

       -- any payment on a prepetition claim received by the
          Critical Vendor will be deemed to be an unauthorized
          voidable postpetition transfer under Section 549 of the
          Bankruptcy Code and, therefore, recoverable by the
          Debtors in cash after written request, and

       -- after recovery by the Debtors, any prepetition claim
          will be reinstated as if the payment had not been made;
          and

    D. Prior to making a payment to a Critical Vendor under this
       Motion, the Debtors may, in their absolute discretion,
       settle all or some of the prepetition claims of the
       Critical Vendor for less than their face amount without
       further notice or hearing.

The Debtors estimate that the aggregate Critical Vendor Claims
is approximately $8,000,000.

Among the Debtors' Critical Vendors are:

    -- Equipment Vendors.  Equipment vendors provide both new
       equipment to meet customer provisioning demands and
       network capacity adjustments, and maintenance services
       such as parts replacement and telephone and onsite
       support.  The equipment provided by the Debtors' equipment
       vendors is engineered specifically for the Debtors'
       network; and the maintenance services provided by the
       equipment vendors are critical to keeping the Debtors'
       network operational.  Some equipment vendors are the sole
       source of particular equipment, and certain equipment
       vendors provide services that are not available from other
       vendors;

    -- Software Vendors.  Software vendors provide backup support
       for faults, maintain releases of software (which may be
       required to obtain the backup support), and provide
       subscription services for data, including tariff data
       which is necessary for the running of the Debtors'
       quoting, ordering, provisioning and billing systems;

    -- Network Service Vendors.  Network service vendors provide
       time critical support to the Debtors' installed network,
       including repairs and modifications to the network.  These
       vendors have unique skills and certifications to support
       the type of equipment used in the Debtors' network, making
       replacement of these vendors difficult.  In some
       instances, there simply may not be a secondary vendor in a
       required geographic area;

    -- Consultants and Contractors.  Several agencies provide the
       Debtors with consultants and contractors who have in-depth
       knowledge of the Debtors' businesses and therefore could
       not easily be replaced.  Some of these consultants and
       contractors are essential to projects and work directly
       for the Debtors or through agencies that are not under
       contract to provide services to the Debtors; and

    -- Customer Service and Sales support Vendors.  The Debtors
       use various vendors to implement and support their
       customer service programs and to provide support for
       customer sales. The services provided by the customer
       service and sales support vendors are critical to the
       Debtors' businesses because these services are necessary
       to maintain customer satisfaction -- and therefore the
       Debtors' customer base -- and to generate new business.
       The Debtors believe that such vendors could not easily be
       replaced because of the close coordination between the
       Debtors and the vendors -- a coordination which has
       developed and been carefully nurtured over time.
       Furthermore, even if the customer support functions could
       be transitioned to replacement vendors, the transition
       process would be costly and time- consuming due to
       operational and training issues.

The Debtors clarify that they will not pay all Critical
Vendor Claims.  While the Debtors believe that they must
continue to receive the materials, goods and services provided
by the Critical Vendors to achieve a successful reorganization,
the Debtors recognize that in many cases payment of a Critical
Vendor's prepetition claims will not be necessary to facilitate
the continued delivery of materials, goods and services.
(Genuity Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLOBAL CROSSING: Examiner Turns to Reboul MacMurray for Advice
--------------------------------------------------------------
Martin E. Cooperman, the Examiner appointed in Global Crossing
Ltd.'s Chapter 11 proceedings, sought and obtained the Court's
authority to employ Reboul, MacMurray, Hewitt & Maynard, nunc
pro tunc to November 25, 2002, as counsel to assist him in
carrying out the duties and responsibilities set forth in the
Examiner Order.  Reboul MacMurray has substantial experience in
bankruptcy matters and in the other areas related to the
Examiner's performance of his duties.

As counsel, Reboul MacMurray will:

     A. assist the Examiner and his accountants in preparing any
        reports required to be filed and in otherwise carrying
        out their responsibilities;

     B. provide the Examiner and his accountants generally with
        legal advice and assistance relating to and in connection
        with the performance of their duties;

     C. assist the Examiner and his accountants in connection
        with any applications filed with the Court and any
        hearings or other matters before the Court; and

     D. assist the Examiner in connection with the papers
        required by the United States Trustee, and the
        affidavits, applications and other papers filed with the
        Bankruptcy Court, in connection with the employment of
        Martin E. Cooperman as Examiner and the retention of
        Grant Thornton as accountants.

On November 8, 2002, Reboul MacMurray began performing services
in this matter, assisting the Examiner in:

     -- preparation of the affidavits and other papers required
        by the Office of the United States Trustee in connection
        with the appointment of the Examiner;

     -- preparation of the application, affidavits and related
        papers for the retention of Grant Thornton as auditors by
        the Examiner and the Audit Committee of the Board of
        Directors of Global Crossing and the filing of the
        papers with the Court;

     -- communications with the Office of the U.S. Trustee,
        counsel for the debtors, and other parties; and

     -- legal advice to the Examiner concerning requirements
        under the Bankruptcy Code and Rules and the orders of
        this Court.

Reboul MacMurray will be paid pursuant to its customary hourly
rates in effect from time to time and as may be directed by
Court order.  The current hourly rates of the Firm's
professionals are:

           Partners               $450 - 595
           Of Counsel              275 - 525
           Associates              195 - 425
           Paralegal               120 - 130

David S. Elkind, a partner of Reboul MacMurray, assures the
Court that the firm has no connection with the Debtors, their
creditors, equity holders or any other parties-in-interest.  In
addition, Reboul MacMurray:

     -- does not hold or represent any interest adverse to the
        Debtors or their estates; and

     -- is a "disinterested person" as that term is defined in
        Section 101(14) of the Bankruptcy Code.

However, Reboul MacMurray currently represents or in the past
has represented these parties in unrelated matters: MCI
Communications, Allstate Insurance Co., Morgan Stanley, Arthur
Andersen, TransWorld Telecom, Deutsche Bank Securities, ING
Realty Partners, UBS Warburg, and Merrill Lynch & Co.  (Global
Crossing Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GOLDFARB CORPORATION: Prospects to Resolve Loan Defaults Dim
------------------------------------------------------------
Further to its announcement on January 3, 2003, The Goldfarb
Corporation said that prospects for resolving the continuing
events of default under the loan agreement between its
subsidiary, Fleming Packaging Corporation, and Fleming's lenders
have deteriorated. As a consequence, it is now anticipated that
Fleming's lenders may take steps to act upon their security
under the loan agreement.

The Goldfarb Corporation trades on the Toronto Stock Exchange
under the symbol GDF.A.


GOODYEAR TIRE: Initiates Restructuring, Slashing 700 Positions
--------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) announced
restructuring actions in its corporate headquarters and North
American Tire organizations that will result in the elimination
of more than 700 salaried staff positions. The actions are being
taken as part of an ongoing program to improve the company's
fixed-cost structure.

Of the total, nearly 500 jobs will be eliminated through layoff,
including 350 in Akron. The remaining layoffs will be
distributed across the corporation's other North American
locations. Approximately 200 of the job eliminations have been
achieved through attrition since the beginning of the fourth
quarter of 2002.

Separately, the company announced that 34 hourly positions at
the Akron Technical Center will be eliminated.

The actions, for which the company will take a pre-tax charge of
approximately $75 million, are expected to result in annualized
savings totaling $80 million, of which $75 million is expected
to be achieved during 2003.

Of the positions eliminated, about half are in the company's
North American Tire operation, with the remainder coming from
Goodyear's corporate function and support groups. The job
reductions are expected to be complete by March 31. After these
actions, Goodyear will continue to employ more than 3,000
associates in Akron.

"The year 2003 will be one of change and transformation for
Goodyear. For Goodyear to restore its earnings growth momentum
in this difficult economy, especially in North America, we must
improve our cost structure, simplify our business processes and
operate more efficiently while continuing to serve our
customers," said Robert J. Keegan, president and chief executive
officer. "Difficult actions such as these must be among those we
take.

"These decisions were not made lightly," he said. "While painful
for our associates and the Akron community, they are necessary
to accelerate Goodyear's turnaround and help it achieve our
goals for growth, market position and financial performance. We
must focus on making Goodyear a strong employer both in the
Akron area and worldwide for the thousands of associates who
will continue to work for this company."

Goodyear is the world's largest tire company. The company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries. It has marketing
operations in almost every country around the world. Goodyear
employs about 92,000 people worldwide.

                          *    *    *

As reported in Troubled Company Reporter's December 30, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Goodyear Tire & Rubber Co., to 'BB-' from 'BB+'.

At the same time, the rating on the company's $1.3 billion
senior bank facility and other senior unsecured debt was lowered
to 'BB-' from 'BB+'. All ratings on the company were removed
from CreditWatch, where they were placed October 31, 2002. The
outlook is now negative. The Akron, Ohio-based company's 'B'
commercial paper rating was withdrawn. Total debt was about
$5 billion at September 30, 2002.

The rating actions reflect Standard & Poor's concerns regarding
Goodyear's timely execution of its plan to improve profitability
in its North American tire operation.

Goodyear Tire & Rubber Co.'s 7.857% bonds due 2011 are presently
trading at around 73 cents-on-the-dollar.


HOME STATE COUNTY: S&P Affirms Bpi Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'Bpi'
counterparty credit and financial strength ratings on Home State
County Mutual Insurance Co.

"The ratings action is based on the company's weak
capitalization, high geographic concentration, marginal
operating performance, and elevated level of agent's balances
relative to surplus," explained Standard & Poor's credit analyst
Alan Koerber.

The company was organized as a county mutual under Chapter 17 of
the Texas Insurance Code with its affairs under the management
of Home State Agency Inc. The company acts primarily as a
fronting operation having ceded more than 86% of its direct
business in each of the past five years. Headquartered in Waco,
Texas, this mutual company writes mainly private passenger and
commercial auto in its only licensed state of Texas. The
company produces its business through managing general agents.
The company began business in 1948 and is a member of Home State
Insurance Group Inc., a small insurance group with 2001 surplus
of less than $25 million. Insurance affiliates include Equity
Insurance Co. which was added to the group in September 2001.

Major Rating Factors

      -- At year-end 2001, capitalization was weak as measured by
         Standard & Poor's capital adequacy model and net
         leverage (defined as net premiums written plus
         liabilities to surplus) of 18.5x. An excessive amount of
         reinsurance recoverables, per its business fronting
         arrangement, is hampering capitalization.

      -- The company lacks geographic diversity and product
         breath, which in the context of the current capital
         adequacy ratio is a limiting factor. Currently, 100% of
         its direct premiums written are in Texas.

      -- Operating performance has been marginal with the time-
         weighted ROR from 1998-2001 at 2.6%.

      -- Agent's balances to policyholder's surplus are at a
         four-year high of 172.5% in 2001.

As the lead company of Home State Insurance Group Inc., the
company is rated on a standalone basis.

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


HOUGHTON MIFFLIN: S&P Rates $575 Million Bank Loan at BB-
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Houghton Mifflin Co.'s $575 million senior secured credit
facilities.

At the same, Standard & Poor's assigned its 'B' ratings to the
company's privately placed $250 million senior notes due 2011
and the $400 million subordinated notes due 2013. In addition,
Standard & Poor's affirmed its 'BB-' corporate credit and $275
senior secured notes ratings on Houghton Mifflin, an educational
publisher. Houghton Mifflin has commenced a tender offer for its
$125 million, 7% senior secured notes due 2006, the ratings for
which will be withdrawn if nearly all of the notes are redeemed.

The outlook is stable. Boston, Massachusetts-based Houghton
Mifflin had total debt of about $1.0 billion as of Dec. 31,
2002.

"The ratings on Houghton Mifflin reflect the company's strong
business position in the educational publishing industry and
stable operating performance, offset by financial risk resulting
from the December 2002, $1.66 billion leveraged acquisition of
the company by Thomas H. Lee Partners L.P., Bain Capital
Partners LLC, and the Blackstone Group," said Standard & Poor's
credit analyst Hal Diamond.

The purchase of Houghton Mifflin was financed with $615 million
of equity and about $1.0 billion in debt. Pro forma EBITDA after
amortization of capitalized plate costs divided by interest
expense was 2.3x for the 12 months ended September 30, 2002. The
company has higher leverage and remains smaller than its peers,
which could put it at a competitive disadvantage.

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


INKTOMI CORP: Posts $1.4 Mill. Net Loss on $14 Mill. Revenues
-------------------------------------------------------------
Inktomi Corp., (Nasdaq:INKT) reported financial results for the
first quarter of fiscal year 2003 ended December 31, 2002.
Revenues for the fiscal quarter were $13.9 million, excluding
revenues from Inktomi's enterprise search business, which was
sold to Verity in the quarter. Pro-forma net loss was $1.4
million.

Pro-forma amounts exclude non-recurring items including real
estate and asset impairment charges, losses on asset sales,
restructuring charges, enterprise search discontinued
operations, rental sublease income on our Bayside corporate
headquarters, and a recovery from a prior period write-off. The
GAAP net loss from continuing operations for the first fiscal
quarter was $24.4 million. The GAAP net loss including
discontinued operations was $17.0 million.

In the first fiscal quarter, revenue was primarily comprised of
$10.0 million from Inktomi's Web search business. The company
also reported $3.9 million of revenue from the content
networking business.

In the first fiscal quarter, Inktomi completed the sale of its
enterprise search business to Verity for $25.0 million, of which
$22.0 million in cash was paid to Inktomi in December and $3.0
million is expected to be paid in June 2004, potentially offset
by any indemnification claims that may arise during the interim
period. The profit resulting from discontinued operations of the
enterprise search business in the quarter was $7.5 million,
reflecting revenues of $3.6 million, costs and expenses of $8.5
million, and a gain of $12.4 million on the sale of the business
to Verity.

In the quarter, Inktomi completed the sale of its Bayside
corporate headquarters for $41.5 million. In addition, the
company reduced its total outstanding notes payable and
capitalized leases by $28.0 during the quarter to $3.4 million
outstanding at December 31, 2002. Inktomi ended the quarter with
total cash, cash equivalents and short-term investments of $59.1
million.

On December 23, 2002 Inktomi and Yahoo! entered into a
definitive agreement under which Yahoo! will acquire Inktomi for
a purchase price of $1.65 per share in cash.

Based in Foster City, California, Inktomi is the leading
provider of OEM Web search and paid inclusion services. A
pioneer in Web search technology, Inktomi provides millions of
users worldwide with the freshest and most relevant search
experience, and ensures that thousands of online retailers have
their content constantly represented. The company's customers
and partners include Amazon.com, eBay, Lycos/HotBot, MSN,
Overture and WalMart.com.

As previously reported, Inktomi's balance sheet shows that total
current liabilities exceeded total current assets by about $36
million.


INNER HARBOR CBO: Fitch Downgrades 5 Class Ratings to Junk Level
----------------------------------------------------------------
Fitch Ratings downgraded the ratings on five classes of notes
issued by Inner Harbor CBO 1999-1 Ltd., a collateralized bond
obligation backed by high yield bonds. T. Rowe Price is the
investment advisor for Inner Harbor 1999-1. In addition, the
class A-2L, A-3L, A-3, A-4A, A-4B, B-1L, B-2 and C-1 notes are
removed from Rating Watch Negative.

The following ratings actions are effective immediately:

-- $60,417,637 class A-1L notes affirmed at 'AAA';

-- $3,222,274 class A-1 notes affirmed at 'AAA';

-- $93,000,000 class A-2L notes affirmed at 'AAA';

-- $13,000,000 class A-3L notes downgraded to 'BBB-' from 'AAA';

-- $40,000,000 class A-3 notes downgraded to 'BBB-' from 'AAA';

-- $28,000,000 class A-4A notes downgraded to 'CC' from 'A-';

-- $10,000,000 class A-4B notes downgraded to 'CC' from 'A-';

-- $9,000,000 class B-1L notes downgraded to 'C' from 'BBB';

-- $5,500,000 class B-2 notes downgraded to 'C' from 'BB-';

-- $24,491,916 class C-1 notes downgraded to 'C' from 'B-'.

According to its December 2, 2002 trustee report, the Inner
Harbor 1999 portfolio collateral includes a par amount of over
$11.1 million (4.5%) of defaulted assets. The deal also contains
20.7% of assets rated 'CCC+' or below, excluding defaults. The
senior class A overcollateralization test is passing at 123.8%
verses its trigger of 120%, while the class A and class B
overcollateralization tests are failing at 104.7% and 98.8%
versus their triggers of 110% and 103%, respectively.

In determining this rating action, a credit committee reviewed
the results of cash flow model runs, incorporating several
different default and interest rate stress scenarios. Also,
Fitch discussed with T. Rowe Price, the investment advisor,
their expectations and opinions of the portfolio.


INTELLISEC: California Court Confirms Chapter 11 Reorg. Plan
------------------------------------------------------------
Intellisec, a California-based security integration firm, which
installs, services, and provides monitoring of fire, life
safety, and security systems confirmed its Chapter 11 plan
yesterday in the United States Bankruptcy Court for the Central
District of California before the Honorable John Ryan.
Intellisec sought Chapter 11 protection on April 18, 2002.

Triax Capital Advisors, LLC (successor to Balfour Capital
Advisors, LLC) was engaged by Intellisec as financial advisors
and Chief Restructuring Officer.  As part of its engagement,
Triax was responsible for implementing a financial and
operational restructuring of the Company, including
restructuring the Company's balance sheet (converting over $30
million of debt to equity), selling off several divisions of the
Company, and leading the Company through the reorganization
process.

"We are very excited to have been involved in this process from
start to finish and look forward to the Company's future success
in the security marketplace," stated Joseph E. Sarachek, a
principal of Triax Capital Advisors.

Triax Capital Advisors, LLC provides advisory services to
parties involved with highly leveraged companies and special
situations.  Triax is able to provide unique capabilities,
including financial and operational restructuring and flexible
compensation structures that focus on success-fee formulas.  The
firm has seasoned professionals that specialize in turnaround
and financial advisory services, crisis management, capital
raising and investments, investment banking / M&A advice,
fairness and valuation opinions, accounts receivables
collections, and liquidations. This expertise spans across
various sectors including telecom, media, technology, food
service, aerospace, and general manufacturing.

For more information, contact:

      Joseph E. Sarachek -- jsarachek@triaxadvisors.com
      Evan Blum -- eblum@triaxadvisors.com
      Triax Capital Advisors, LLC
      620 Fifth Avenue, 7th Floor
      New York, NY 10020
      Telephone (212) 489-6342
      Fax (212) 265-8049

or visit the Triax Web site at http://www.triaxadvisors.com


IVG CORP: Appoints Thomas Ware as Acting Chief Executive Officer
----------------------------------------------------------------
Elorian Landers appointed Thomas Ware as a director and resigned
from the board of directors effective January 10, 2003.  It is
reported that Mr. Landers had no disagreements with management
prior to his resignation. The board met and appointed Mr. Ware
as acting Chief Executive Officer.

The certifying accountant for IVG Corporation, Wrinkle, Gardner
& Company, P. C., Certified Public Accountant has also resigned
effective November 22, 2002, and the Company has not yet
retained a new auditor.

The Company has changed its principal place  of  business
effective December 13, 2002 to: 101 Marietta St., Suite 1070,
Atlanta, GA 30303. Its  new telephone number is (404) 522-1202
attention:  Thomas Ware, Esq.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of close to $6 million, and a total
shareholders' equity deficit of about $5 million.


JPS INDUSTRIES: Bank Waives Covenant Violation Under Credit Pact
----------------------------------------------------------------
JPS Industries, Inc., (Nasdaq: JPST) announced results for the
fourth quarter and year ended November 2, 2002.

For the fourth quarter of fiscal 2002, JPS reported a net income
of $38,000 on sales of $34.6 million compared with a net income
of $569,000 on sales of $34.5 million in the fourth quarter of
fiscal 2001. EBITDA, a measure of operating cash flow, was $1.8
million, or 5.2% of sales, compared to $2.5 million, or 7.2% of
sales, in the prior-year period.

For fiscal 2002, the Company reported a net loss of $0.4 million
on sales of $126.4 million compared with a net income of $4.4
million on sales of $147.6 million for the same period in fiscal
2001. EBITDA was $6.0 million, or 4.7% of sales, compared to
$15.4 million, or 10.4% of sales, in the prior-year period.

Michael L. Fulbright, JPS's chairman, president, and chief
executive officer, stated, "We are pleased with our performance
over the course of 2002, a year that is easily characterized as
the most challenging in a decade. Our Stevens Urethane and JPS
Glass industrial product lines enjoyed solid performance in a
very difficult economy and provided a buffer to the weak
performances we experienced in two of our other large markets,
commercial construction and electronics, both of which clearly
remained at recessionary levels throughout the year. We also
take much satisfaction in our relentless focus on cost reduction
and working capital management, as those efforts proved
successful in reducing our long-term debt some six million
dollars. Ending the year with long term debt now under thirteen
million dollars, a thirty-four percent reduction, is quite an
achievement and one that is a credit to our entire
organization."

Commenting further, Charles R. Tutterow, JPS's executive vice
president and chief financial officer, stated, "As we discussed
in our 3rd Quarter 2002 release, the decreasing equity values
and falling discount rates affecting the Company's pension plan
assets, required us to eliminate the prepaid pension asset and
record an additional minimum pension liability as of November 2,
2002. This resulted in a reduction in stockholder's equity of
$41.0 million. Any violation of the minimum net worth covenant
of the Company's credit agreement has been waived by the bank
through November 2, 2003. The Company expects to make
contributions to the Plan in the amount of $4.0 million to $7.0
million during Fiscal 2003. The additional minimum liability
will be reversed at such time as the Plan assets again exceed
the Plan obligations."

In conclusion, Mr. Fulbright stated, "We see no signs that would
indicate any improvement in our markets over the coming year, in
fact the deterioration in commercial construction over the last
half of 2002 looks to be a trend that will be with us at least
through mid year. That said, we are gratified to have positioned
our company to withstand the economic, competitive and financial
challenges that exist for manufacturing companies like ours in
today's environment. Strategically, we believe that the focus we
bring to our customers' needs and requirements and our low cost
production facilities positions us well, and should allow us to
benefit over the next several years when our markets return to a
growth mode and/or there is consolidation within these markets."

JPS Industries, Inc., is a major U.S. manufacturer of extruded
urethanes, polypropylenes, and mechanically formed glass
substrates for specialty industrial applications. JPS specialty
industrial products are used in a wide range of applications,
including: printed electronic circuit boards; advanced composite
materials; aerospace components; filtration and insulation
products; surf boards; construction substrates; high performance
glass laminates for security and transportation applications;
plasma display screens; athletic shoes; commercial and
institutional roofing; reservoir covers; and medical, automotive
and industrial components. Headquartered in Greenville, South
Carolina, the Company operates manufacturing locations in
Slater, South Carolina; Westfield, North Carolina; and
Easthampton, Massachusetts.


KAISER ALUMINUM: EVP Harvey Perry Leaving Company by Month-End
--------------------------------------------------------------
Kaiser Aluminum said Harvey L. Perry, Executive Vice President
and President of the Global Commodities Business Unit, has
informed the company of his intention to leave at the end of
January to pursue other career alternatives.

Kaiser President and Chief Executive Officer Jack A. Hockema, in
addition to his current responsibilities, will assume the role
vacated by Perry. Until his departure, Perry will assist Hockema
to ensure a smooth transition.

Joseph A. Bonn, Executive Vice President of Corporate
Development, will assume the additional responsibility, within
the GCBU, for the Primary Aluminum Business Unit, which includes
the company's aluminum smelter operations.

"The GCBU has many exciting challenges in 2003," said Hockema,
"and we expect significant improvement in performance, building
on the momentum that was established in 2002. I look forward to
the opportunity to work more closely with our team in the quest
to achieve the full potential of the business.

"We are grateful for Harv's contributions to the company and
wish him all the best," said Hockema.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum and fabricated aluminum products.

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading at 7 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


KMART: Fires Five Executives & Demands Retention Loan Repayments
----------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) severed employment
relationships Friday with all remaining executives who received
special retention loans in 2001 under former Chairman and Chief
Executive Officer Charles Conaway's tenure.  These executives
are:

      * Janet Kelley, Executive Vice President, General Counsel
           and Assistant Secretary;
      * Mariana Keros, Vice President, Trend & Product
           Development;
      * Douglas Meissner, Division President, Western Division;
      * Paula Paquette, Senior Vice President,
           Hardlines and Home; and,
      * Lee Viliborghi, Regional Vice President.

This action was taken by the Company as it begins to implement a
reorganized management structure and establish an emergence
management team in anticipation of its emergence from Chapter 11
reorganization on or about April 30, 2003.

Commenting on behalf of the Kmart Board, Chairman James B.
Adamson said, "While these five individuals have independently
made substantial contributions to Kmart, the Company felt it was
important to put the controversy surrounding employees involved
in the special retention loans behind it as the Company prepares
to emerge from Chapter 11.  We are confident that there will be
an orderly transition and will now focus our efforts on
establishing an emergence management team that will lead Kmart
beyond its Chapter 11 cases and implement the five-year business
plan approved by the Board earlier this week and which will be
publicly filed in our Disclosure Statement and Plan of
Reorganization on or about January 24, 2003."

Successors to these executives will be named in due course.

In a related action, Kmart said that it was making written
demand on all recipients of the 2001 special retention loans to
repay the loans to the Company.  Kmart said that the stewardship
review undertaken by the Audit Committee of the Board of
Directors, with the participation and cooperation of the
statutory committees appointed in the Company's Chapter 11 case,
had developed credible and persuasive evidence that the 2001
special loan program had been established without appropriate
disclosure of material information to the Board of Directors by
former members of executive management.  The Company said that
it expected to include information regarding the stewardship
review in the Disclosure Statement that is currently scheduled
to be filed with the Bankruptcy Court on or about January 24,
2003.

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.


LEVI STRAUSS: S&P Gives BB Rating to $750MM Sr. Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
jeans wear manufacturer Levi Strauss & Co.'s $750 million senior
secured credit facilities. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit and unsecured debt ratings
on the company.

The outlook on the San Francisco, California-based Levi Strauss
is stable. Total debt outstanding at November 24, 2002, was
about $1.8 billion.

The senior secured facilities consist of a $375 million
revolving credit facility maturing on March 31, 2006, and a $375
million term loan facility maturing on July 31, 2006. Proceeds
of the facilities will be used to refinance the company's
existing senior credit facility. The refinancing is for the
repayment of a portion of the company's $350 million 6.80%
notes due November 2003 and for general corporate purposes.

The bank loan is rated one notch higher than the corporate
credit rating. The collateral package includes substantially all
of the company's domestic assets, all of the capital stock of
domestic subsidiaries, and 65% of the capital stock of foreign
subsidiaries. The facilities are also guaranteed by the
company's subsidiaries, and the guarantees are of payment, not
of collection. Financial covenants include a maximum leverage
ratio, a minimum fixed-charge ratio, and a minimum interest-
coverage ratio. There is no material adverse clause that
triggers acceleration of the loan in default, however there is a
pricing grid based on the company's leverage ratio.

"The ratings reflect Levi Strauss' leveraged financial profile
and its participation in the highly competitive denim and casual
pants industry," said Standard & Poor's credit analyst Susan
Ding. "The ratings also reflect the inherent fashion risk in the
apparel industry. Nevertheless, the company's well-recognized
brand names in jeans and other apparel, its new customer-focused
strategy, and its moderate operating cash flow generation
somewhat mitigate these factors."

Competition in the pants segments continues to be intense with
VF Corp.'s Lee and Wrangler brands, as well as with many other
designer brands. Most industry participants experienced weakness
in 2001 and 2002 because of dampened consumer spending. New
competitors, which have more effectively met consumer
preferences in the past few years for both designer and private-
label jeans wear, have challenged Levi Strauss' market position.

However, Levi Strauss still holds the No. 2 market share in the
U.S. for jeans, a position due to its core Levi's brand. In
recent years, the firm has implemented restructuring efforts in
which it effectively closed all of its domestic manufacturing
facilities, reduced overhead costs, and refocused its marketing
organization to be more customer oriented.

Still, Levi Strauss' sales have declined significantly in recent
years, to $4.3 billion in fiscal 2001 from more than $7.0
billion in fiscal 1996. Although the company has made progress
in stemming the decline, the weak U.S. and Japanese markets
continue to be problematic. New customer-focused strategies,
including an emphasis on improved product innovation, better
presentation at the retail level, and more effective
advertising, are expected to stabilize sales volume.


LUCENT: Supplying Broadband Internet Equipment to Bell Canada
-------------------------------------------------------------
Lucent Technologies (NYSE:LU) announced a multi-year agreement
with Bell Canada to supply next-generation broadband access
equipment in Bell Canada's networks. Under the agreement, Lucent
will provide its AnyMedia(R) Access System to enable Bell Canada
to expand the availability of its digital subscriber line (DSL)
Internet service and wireline voice networks throughout Ontario
and Quebec.

"The flexibility and 'plug and play' applications of the
AnyMedia Access System mean that Bell Canada can easily change
the mix of telephone and DSL services in its network depending
on the needs of its customers," said Carol Stephenson, president
and CEO of Lucent Canada. "Our technology offers service
providers like Bell Canada a cost-effective, efficient way to
deliver the full benefit of the multimedia Internet to their
customers."

"Our customers are demanding faster, more efficient service to
browse the Internet and access feature-rich applications such as
multi-media downloads, on-line gaming, and video-streaming. With
Lucent's broadband equipment, residential and business customers
will continue to benefit from always-on access to a variety of
increasingly sophisticated services," said Carl Condon, vice-
president, Technology Development, Bell Canada.

The Lucent AnyMedia(R) Access System is a scalable, high-
density, multiservice access vehicle that delivers integrated
voice and broadband services on a single platform - POTS, ISDN,
DSL and special services. The modular architecture of the
AnyMedia(R) Access System protects today's investment while
laying the groundwork for future expansions into new
technologies.

Lucent also is providing its Navis(TM) AnyMedia(R) Element
Management System (EMS) software, which allows a highly
scalable, permanent centralized or regional management point -
where the network solution can be easily monitored, provisioned
and controlled. The Navis(TM) AnyMedia(R) EMS is part of the
Navis(TM) iOperations Software, Lucent's open, standards-based
portfolio of Network and Element Management Systems. The
Navis(TM) iOperations portfolio is deployed worldwide,
supporting provisioning, surveillance and performance management
of advanced services across multi-vendor, multi-technology
networks.

Lucent Worldwide Services is providing global core services such
as program management, engineering and maintenance services to
support the implementation and deployment of the equipment.

Lucent Technologies, whose Corporate Credit Rating was
downgraded by S&P to B-, 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 reports that Lucent Technologies' 7.700% bonds due
2010 (LU10USR1) are trading between 32 and 35. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.


MACKIE DESIGNS: Sun Capital to Acquire about 9.8 Million Shares
---------------------------------------------------------------
Mackie Designs Inc. (NASDAQ:MKIE) agreed to an equity investment
by an affiliate of Sun Capital Partners, a Boca Raton-based
private investment firm.

Under the proposed transaction, Sun Capital would acquire
approximately 9.8 million shares of Mackie common stock, or
approximately 65% of Mackie's total common stock outstanding,
through the purchase of approximately 7.4 million outstanding
shares from certain selling shareholders and approximately 2.4
million newly issued shares for a total of approximately $10
million in cash.

"We are excited about this transaction, which we expect to close
by the first week of February," said Chief Executive Officer
Jamie Engen. "Upon closing, Mackie will receive approximately
$6.3 million in fresh capital. Just as important, we also expect
to benefit from the active support and hands-on participation of
Sun Capital in assisting us to improve existing operations and
to pursue potential new opportunities." He added that although
Company founder Greg Mackie is selling a portion of his shares
in the transaction with Sun Capital, he will remain a
shareholder and will enter into an exclusive consulting
agreement with Mackie at closing.

"We are excited about our investment in Mackie," said Jason
Neimark, Vice President of Sun Capital Partners. He added,
"Mackie has a strong brand, loyal customer base, and solid work
force. We look forward to working with the management team to
fully leverage these strong attributes and to position the
Company for long-term success."

Engen continued, "We are focused on reducing costs and
increasing productivity throughout the organization, including
the rationalization of Mackie's global manufacturing operations,
R&D, and product lines. We are making progress in these efforts,
and welcome the involvement of Sun Capital as an active partner
in the next phase of our growth."

Engen noted that the proposed transaction is subject to certain
conditions, including Mackie's ability to refinance its current
debt on terms satisfactory to Sun Capital, Sun Capital's
approval of additional information to be delivered by Mackie,
and other customary terms and conditions. Mackie also intends to
voluntarily file for delisting from the Nasdaq National Market
effective as of the closing and intends to be approved for
trading on the OTC Bulletin Board.

Sun Capital Partners, Inc., is a leading private investment firm
focused on investing in market-leading companies that can
benefit from its in-house operating professionals and
experience. Sun Capital has invested in approximately 40
companies since its inception in 1995 with combined revenues in
excess of $4 billion. For more information, visit
http://www.suncappart.com

Mackie Designs is a leading designer, manufacturer and marketer
of professional audio equipment. The Company sells audio mixers,
mixer systems, power amplifiers, and professional loudspeakers.
For more information, visit http://www.mackie.com

                          *     *     *

                Liquidity and Capital Resources

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

"At September 30, 2002, we were out of compliance with certain
of the financial covenants of our credit agreement with the U.S.
bank. We were out of compliance with certain of these covenants
in 2001 and the first quarter of 2002 but were able to
restructure the covenants and receive waivers for these
violations. The lender can declare an event of default, which
would allow it to accelerate payment of all amounts due under
the credit agreement. Additionally, this non-compliance may
result in higher interest costs and/or other fees. We are highly
leveraged and would be unable to pay the accelerated amounts
that would become immediately due and payable if a default is
declared. As a result of this non-compliance, the total of Term
Loans A and B is classified as a current liability under the
caption, 'Long-term debt callable under covenant provisions.'

"We have taken various actions to ensure our ongoing ability to
cover scheduled debt servicing payments. In the third and fourth
quarters of 2001 we laid off some of our personnel and closed
certain facilities. There have been additional headcount
reductions in the third quarter of 2002 and we expect more to be
incurred in the remainder of the year. Throughout 2002, we have
maintained close controls over capital expenditures. Finally, we
are pursuing a variety of alternative financing sources,
including loan restructuring, possible equity investment and/or
divestiture of certain operating assets.

"If management controls over spending are successful and costs
of sales and overhead costs reduced to levels consistent with
our sales, we believe that our cash and available credit
facilities, along with cash generated from operations will be
sufficient to provide working capital to fund operations over
the next twelve months. Although there is no assurance,
additional credit facilities may be available from our existing
lender or from other sources."


MAGELLAN HEALTH: Pursuing Waiver of Defaults Under Credit Pact
--------------------------------------------------------------
Magellan Health Services, Inc., (OCBB:MGLH) is continuing to
pursue an amendment to its Credit Agreement that provides for a
waiver of existing defaults thereunder.

The Company believes that it would have obtained an extension of
the prior waiver under the Credit Agreement, which expired on
January 15, 2003, if not for the occurrence of an additional
default caused by the order obtained by the State of Tennessee
with respect to one of the Company's subsidiaries. This default
has the effect of immediately accelerating the obligations under
the Credit Agreement.

The timing of the entry of the order did not allow the Company
sufficient time to seek a modified waiver on a timely basis. The
automatic acceleration under the Credit Agreement also
constitutes a default under the bond indentures governing the
Company's senior and subordinated notes.

Magellan is working to have vacated or withdrawn the order
obtained by the State of Tennessee and is currently in
discussions with the State of Tennessee to resolve the matter.

As described in the Company's recently filed Form 10-K, the
State of Tennessee has obtained an order to seize possession and
control of the assets of the Company's wholly owned subsidiary
that contracts to provide services under the State of
Tennessee's TennCare program. The subsidiary is continuing to
operate while the order is pending.

Magellan stated that its business is operating as usual and the
Company continues to pay its providers, customers and employees
in the ordinary course of business. The Company added that it
continues to be committed to achieving a successful debt
restructuring and will take all appropriate steps to achieve
this goal while protecting the interests of its providers,
customers and employees.

Although Magellan is seeking appropriate waivers under the
Credit Agreement and is seeking to have the order vacated or
withdrawn, there can be no assurance that the Company will be
successful in either of these efforts.

Separately, Magellan stated that the subheadline of an article
in today's Baltimore Sun concerning jobs at Magellan is false,
irresponsible, unsupported by any facts or conversation between
Magellan and the Sun, and also unsupported by the content of the
article itself.

Headquartered in Columbia, Md., Magellan Health Services, Inc.
(OCBB:MGLH), is the country's leading behavioral managed care
organization, with approximately 68 million covered lives. Its
customers include health plans, government agencies, unions, and
corporations.

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1) are
trading at about 83 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MEDPOINTE HEALTHCARE: S&P Ratchets Parent's Credit Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on MedPointe Healthcare Inc., as
well as the corporate credit rating on parent company MedPointe
Inc., to 'B' from 'B+'.

The ratings have been removed from CreditWatch with negative
implications, where they were placed on November 14, 2002.

The outlook is negative. MedPointe's total debt outstanding was
approximately $175 million as of Sept. 30 2002.

The downgrade reflects the uncertain sales prospects of the
MedPointe's two main products, the nasal antihistamine Astelin
and the cough and cold franchise Ryna/Tussi," said Standard &
Poor's credit analyst Arthur Wong. "The action also reflects
MedPointe's limited financial resources."

MedPointe, based in Somerset, New Jersey, sells prescription
drugs for the treatment of allergies, cough and cold, and pain.
Combined, Astelin and the prescription cough/cold franchise
account for roughly 65% of total sales.

Astelin's sales growth has been hindered by a reorganization and
expansion of MedPointe's sales force. Meanwhile, sales of the
company's prescription cough/cold franchise have suffered from
more aggressive than expected generic competition. MedPointe
needs to accelerate the development of new formulations in order
to recapture market share.

Financially, the company continues to remain compliant with its
debt covenants. However, operating margins are expected to be in
the low 20% range and return on capital is low at roughly 5%. If
future sales growth does not materialize, management may be
forced to cut expenses to remain in compliance with its bank
covenants, which tighten in near-term quarters.


METROMEDIA FIBER: Launches Fiber Optic Internet Access Solution
---------------------------------------------------------------
Metromedia Fiber Network, Inc., the leading provider of optical
communications infrastructure solutions, starts 2003 with the
announcement of its new Gigabit Ethernet service, MFN Metro Gig-
E, a private, direct fiber optic Internet access solution.
Already boasting several top tier customers from sales in its
pre-launch stage, MFN Metro Gig-E offers customers top quality
performance and always available 1000 mb/sec Internet capacity -
making it a cost effective optical alternative to copper
circuits.

This new service combines MFN's valuable metropolitan fiber
optic network with its top-rated Internet backbone, creating a
high-capacity, cost-effective solution that is unmatched in the
industry. MFN's Metro Gig-E solution is designed to seamlessly
absorb usage bursts without latency to give customers the
capability to meet high-bandwidth demands for mission critical,
content-intensive and streaming media applications. Customers
currently using DS-3's or multiple T-1's for Internet access
will realize the benefits of this solution immediately.

Leveraging its metropolitan fiber network, MFN uses a pair of
dedicated fiber strands to assure transport security for MFN
Metro Gig-E customers. These fiber strands connect customers to
MFN's optical Internet backbone, creating a 100%-private optical
solution that eliminates metro bandwidth bottlenecks, and the
additional technology, complexity and cost associated with
managing multiple network access providers.

"MFN Metro Gig-E(TM) service allows customers to migrate to a
high performance optical platform at a very affordable price,"
said Andrew Schroepfer, President and Founder, Tier 1 Research.
"This product differentiates itself in the market by connecting
customers directly to the MFN IP backbone over private metro
fiber providing virtually limitless bursting capabilities."

"Our Metro Gig-E solution allows us to meet an immediate need of
our customers by using our existing infrastructure," said John
Gerdelman, president and Chief Executive Officer, MFN. "This is
just the latest example of how our metropolitan fiber and IP
networks can be used to create new, exciting and in-demand
products. We are looking forward to rolling out our Metro Gig-E
solution and continuing to provide our customers with cost-
effective, high-performance alternatives to traditional
services."

MFN is the leading provider of optical communications
infrastructure solutions. The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers and award winning
managed services to deliver fully integrated, outsourced
communications solutions to high-end companies. The all-fiber
infrastructure enables MFN customers to share vast amounts of
information internally and externally over private networks and
a global IP backbone, creating collaborative businesses that
communicate at the speed of light.

Customers can take advantage of MFN's complete, end-to-end
solution or select individual components to complement their
existing infrastructures. By leasing MFN's metropolitan and
regional fiber, customers can create their own, private optical
network with virtually unlimited, un-metered bandwidth at a
fixed fee. For more reliable, secure and high-performance
Internet connectivity, customers can use MFN's private IP
network to communicate globally without ever touching the
public-switched network. Moreover, MFN's comprehensive managed
services enable companies to create a world-class Internet
presence, optimize complex sites and private optical networks,
and transform legacy applications, all with a single point of
contact.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York.

For more information on MFN, please visit the Company's Web site
at http://www.mfn.com

Metromedia Fiber Network's 10% bonds due 2008 (MFNX08USR1) are
trading at about 2 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1
for real-time bond pricing.


NATIONAL CENTURY: Court Okays Hiring of Ordinary Course Profs.
--------------------------------------------------------------
Judge Calhoun authorizes National Century Financial Enterprises,
Inc., and its debtor-affiliates to employ and pay the Ordinary
Course Professionals without further Court order, subject to
these terms and conditions:

     (a) No Ordinary Course Professional will have any material
         involvement in the administration of the Debtors'
         estates without the Debtors first receiving a Court
         order authorizing the employment of the professional,
         pursuant to Section 327 of the Bankruptcy Code;

     (b) No Ordinary Course Professional with monthly fees
         averaging in excess of $25,000 for services rendered to
         a Debtor during the preceding four-month period ending
         at the conclusion of the prior calendar month will
         receive any future payments from the Debtors until the
         Debtors first obtain a Court order authorizing the
         employment of the professional, pursuant to Section 327
         of the Bankruptcy Code;

     (c) The Debtors may pay, without the prior review or
         approval of the Court, all fees and expenses incurred by
         an Ordinary Course Professional:

         -- through and including the end of the Reporting Period
            in which the professional's fees first exceeded the
            average monthly fee limit established for the
            particular professional by this Order; or

         -- prior to the professional having a material
            involvement in the administration of a Debtor's
            estate; provided, however, that, once an Ordinary
            Course Professional is retained in these cases
            pursuant to Section 327 of the Bankruptcy Code, all
            of its fees and expenses incurred from and after the
            Petition Date will be subject to the review and
            approval of the Court in connection with the
            professional's final fee application;

     (d) No Ordinary Course Professional will receive payment for
         postpetition services rendered until the professional
         files an affidavit with the Court, pursuant to Section
         327(e) of the Bankruptcy Code, setting forth that it
         does not represent or hold any interest adverse to the
         Debtors or their estates with respect to matters for
         which the professional seeks retention;

     (e) The Debtors will serve each Retention Affidavit, by
         first-class mail, on the U.S. Trustee and counsel to any
         statutory committee appointed in these cases;

     (f) Commencing with the last day of the calendar month that
         is at least 120 days after the Petition Date, and every
         four months thereafter, the Debtors will file a
         statement with the Court, and serve that statement on
         the U.S. Trustee and counsel to any statutory committee
         appointed in these cases, which includes this
         information:

         -- any Ordinary Course Professionals employed by the
            Debtors during the previous 120 days; and

         -- for each Ordinary Course Professional, its name, the
            aggregate amount paid as compensation for services
            rendered and reimbursement of expenses incurred
            during the reporting period and a general description
            of the services rendered; and

     (g) All Ordinary Course Professionals will maintain
         contemporaneous records of their incurred time and
         expenses in accordance with their normal practices with
         the Debtors prior to the Petition Date.  The invoices of
         Ordinary Course Professionals will be subject to review
         upon request by the U.S. Trustee. (National Century
         Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


NATIONAL STEEL: Proposes Steel Asset Sale Bidding Procedures
------------------------------------------------------------
To maximize the value of their assets, National Steel
Corporation propose these bidding procedures to test U.S.
Steel's bid for the Company's assets in an open auction process:

A. Participation Requirements

     A potential bidder must deliver to the Debtors:

     1. an executed confidentiality agreement; and

     2. its current audited financial statements. If the
        Potential Bidder is an entity formed for the purpose of
        acquiring the Assets, it may send a current audited
        financial statement of its equity holders, or other form
        of financial disclosure acceptable to the Debtors and
        their advisors, demonstrating its ability to close a
        proposed transaction.

     A Qualified Bidder is a Potential Bidder that delivers the
     required documents and that the Debtors determine is
     reasonably likely to submit a bona fide offer and to be able
     to consummate the Sale if selected as a Successful Bidder;

B. Due Diligence

     The Debtors may afford any Qualified Bidder the time and
     opportunity to conduct reasonable due diligence.  They will
     designate an employee or other representative to coordinate
     all reasonable requests for additional information and due
     diligence access from the Qualified Bidders.  However, the
     Debtors will not be obligated to furnish any due diligence
     information after the bid deadline.  Neither the Debtors nor
     any of their respective representatives are also obligated
     to furnish any information to any person other than a
     Qualified Bidder.  The Debtors are not responsible for, and
     will bear no liability with respect to, any information the
     Bidders obtained in connection with the sale of the Assets.

C. Bid Deadline

     A Qualified Bidder who desires to make a bid will deliver a
     written copy of its bid not later than 12:00 p.m.
     (prevailing Central time) four business days before the
     Auction to:

               Gary P. Cullen and Timothy R. Pohl
               Skadden, Arps, Slate, Meagher & Flom (Illinois)
               333 West Wacker Drive
               Suite 2100
               Chicago, Illinois 60606

               and

               Frank (Terry) A. Savage and Andrew T. Yearley
               Lazard Freres & Co., LLC
               30 Rockefeller Center
               61st Floor, New York, New York 10020

     Lazard will immediately distribute copies of the bids.  The
     Debtors, after consultation with the Creditor
     Constituencies, will announce the terms of the highest, best
     or otherwise financially superior Qualified Bid or Bids no
     later than 5:00 p.m. (prevailing Central time) on the 2nd
     business day after the Bid Deadline.

D. Bid Requirements

     All bids must include these documents:

     1. A letter stating that the bidder's offer is irrevocable
        until the later of:

          (i) two business days after the Assets have been
              disposed of pursuant to these Sale Procedures; and

         (ii) 30 days after the Sale Hearing;

     2. An executed copy of a purchase agreement marked to show
        modifications to the Agreement that the Qualified Bidder
        proposes.  The Marked Agreement must tender an offer
        equal to, or in excess of, at least $2,000,000 over the
        sum of the overall value of the transactions contemplated
        by the Agreement and the Break-Up Fee;

     3. A $6,500,000 good faith deposit in the form of a
        certified check or other form acceptable to the Debtors
        in their sole discretion payable to the order of the
        Debtors or to other party as they may determine.  The
        Good Faith Deposits of all Qualified Bidders except for
        the Successful Bidder will be held in an interest-bearing
        escrow account until the Sale Hearing.  If a Successful
        Bidder fails to consummate an approved sale because of a
        breach or failure to perform on the part of the
        Successful Bidder, the Debtors will be entitled to retain
        the Good Faith Deposit as damages resulting from the
        Successful Bidder's breach or failure to perform; and

     4. Written evidence of a commitment for financing or other
        evidence of the ability to consummate the Sale
        satisfactory to the Debtors with appropriate contact
        information for the financing sources.

     The Debtors, in consultation with the Creditor
     constituencies, may choose to disregard bids that are
     conditioned on obtaining financing or on the outcome of
     unperformed due diligence by the bidder.  A bid received
     from a Qualified Bidder that includes all of the Required
     Bid Documents and meets all of the requirements is a
     "Qualified Bid".

E. Auction

     If one or more Qualified Bids other than U.S. Steel's is
     received, the Debtors will conduct an auction.  The Auction
     will commence three business days before the Sale Hearing at
     the offices of:

               Skadden, Arps, Slate, Meagher & Flom (Illinois)
               333 West Wacker Drive
               Suite 2100
               Chicago, Illinois 60606

     The Debtors will notify all Qualified Bidders who have
     submitted Qualified Bids of the time and place of the
     Auction. If there is no timely Qualified Bid other than U.S.
     Steel, then U.S. Steel will be declared the Successful
     Bidder.

     Only a Qualified Bidder who has submitted a Qualified Bid is
     eligible to participate at the Auction.  During the Auction,
     bidding will begin initially with the highest Qualified Bid
     and subsequently continue in minimum increments of at least
     $1,000,000.  The Debtors, in consultation with the Creditor
     Constituencies, may conduct the Auction in the manner they
     determine will result in the highest, best or otherwise
     financially superior offers for the Assets.

     Upon conclusion of the bidding, the Auction will be closed,
     and the Debtors will:

     -- immediately review each Qualified Bid or Bids 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; and

     -- within one day identify the successful bid.

     After the Sale Hearing, if the Successful Bidder fails to
     consummate an approved sale, the next highest or otherwise
     best Qualified Bid, as disclosed at the Sale Hearing, will
     be deemed to be the Successful Bid.  The Debtors will then
     be authorized, but not required, to consummate the sale with
     the Qualified Bidder submitting that bid without further
     Court order.

F. Notice of Sale

     Within five days after an order approving the bidding
     procedures is entered -- the Mailing Date -- the Debtors or
     their agents will serve copies of the Motion, the Purchase
     Agreement with U.S. Steel, the proposed Sale Order, and a
     copy of the Procedures Order by first-class mail, postage
     prepaid, to:

     (1) all entities known to have asserted any lien, claim,
         interest or encumbrance in or on the Acquired Assets;

     (2) all federal, state, and local regulatory or taxing
         authorities or recording offices which have a reasonably
         known interest in the sale transaction;

     (3) all parties to the Assumed Contracts;

     (4) the United States Attorney's office;

     (5) the Securities and Exchange Commission;

     (6) the Internal Revenue Service;

     (7) the USWA; and

     (8) all entities on the 2002 Service List.

     On or before the Mailing Date, the Debtors will serve by
     first class mail, postage prepaid, a notice of the Sale to
     all other known creditors of the Debtors.

     The Debtors also propose to publish the Sale Notice in:

     * The Wall Street Journal; and

     * The Chicago Tribune.

Judge Squires will consider the proposed procedures at the on
January 30, 2003.  Pursuant to the Asset Purchase Agreement,
U.S. Steel's obligation to proceed under the Agreement is
contingent on the approval of the Bidding Procedures before
January 31, 2003. (National Steel Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISITE INC: ClearBlue Tech Discloses 94.62% Equity Stake
----------------------------------------------------------
On December 31, 2002, NaviSite, Inc., a Delaware corporation,
completed the acquisition of all the issued and outstanding
stock of ClearBlue Technologies Management, Inc., a Delaware
corporation, pursuant to a Stock Purchase Agreement, dated
December 31, 2002, between NaviSite and ClearBlue Technologies.
Pursuant to the Agreement, ClearBlue Technologies, a privately-
held provider of outsourced IT managed services, sold all of the
issued and outstanding stock of its wholly-owed subsidiary,
ClearBlue Technologies Management, to  NaviSite in exchange for
8,519,676 shares of NaviSite's common stock, $0.01 par value per
share, which was approximately 4.5% of the Company's outstanding
common stock. ClearBlue Technologies Management is a provider of
applications management and integration services to mid-sized to
large enterprises and government agencies throughout the United
States.

After giving effect to the issuance of the 8,519,676 shares for
ClearBlue Technologies Management, ClearBlue Technoloies'
shareholders collectively own, directly or indirectly through
ClearBlue Technologies and ClearBlue Technologies' wholly-owned
subsidiaries, 169,813,851 shares of NaviSite's common stock, and
a wholly-owned subsidiary of ClearBlue Technologies owns a 12%
convertible, senior secured note of the Company representing an
aggregate principal amount of approximately $45 million and
convertible into 173,435,897 shares of NaviSite's common stock.
Assuming full conversion of the Note, the collective ownership
position of ClearBlue Technologies, ClearBlue Technologies'
wholly-owned subsidiaries and ClearBlue Technologies'
shareholders represents approximately 94.62% of NaviSite's
outstanding common stock. All of the members of NaviSite's Board
of Directors are officers or directors of ClearBlue
Technologies.

On December 12, 2002, NaviSite's Board of Directors, pursuant to
authority previously granted by the Company's stockholders at
last year's annual meeting of stockholders on December 19, 2001,
approved a reverse stock split of the Company's common stock at
a ratio of one-for-fifteen (1:15), which was effective on
January 7, 2003. Accordingly, after giving effect to the reverse
stock split, ClearBlue Technologies' shareholders collectively
own, directly or indirectly through ClearBlue Technologies and
ClearBlue Technologies' wholly-owned subsidiaries, 11,320,923
shares of NaviSite's common stock, and a wholly-owned subsidiary
of ClearBlue Technologies owns the Note convertible into
11,562,393 shares of NaviSite's common stock. Assuming full
conversion of the Note, the collective ownership position of
ClearBlue Technologies, ClearBlue Technologies' wholly-owned
subsidiaries and ClearBlue Technologies' shareholders after the
reverse stock split still represents approximately 94.62% of
NaviSite's outstanding common stock.

At October 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $744,000.


NCS HEALTHCARE: Omnicare Completes Healthcare Co. Acquisition
-------------------------------------------------------------
Omnicare, Inc., (NYSE: OCR) completed the acquisition of NCS
HealthCare, Inc. (NCSS.OB), the fourth largest institutional
pharmacy provider in the United States with a total
shareholders' equity deficit of about $111 million (as at
September 30, 2002).

On December 18, 2002, Omnicare announced that it had executed a
definitive agreement to acquire NCS for $5.50 per share in cash
and the repayment of NCS debt. The transaction has an enterprise
value of approximately $460 million.

The transaction significantly expands Omnicare's presence in the
long-term care market, increasing the number of residents served
by Omnicare by 27 percent to approximately 945,000 and
annualized revenues by 24 percent to approximately $3.3 billion.
Given the anticipated realization of economies of scale and cost
synergies from the acquisition, it will be accretive to
Omnicare's fully diluted per share earnings in 2003 and beyond.

NCS, headquartered in Cleveland, Ohio, provides pharmaceutical
and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and
hospitals. In addition, its Rescot Systems Group provides
software solutions specifically designed for the long-term care
pharmacy market. NCS serves approximately 199,000 residents of
long-term care facilities in 33 states and manages hospital
pharmacies in 10 states. The NCS business being acquired is
currently generating revenues at the annualized rate of
approximately $635 million.

"We are very pleased by the addition of NCS," said Joel F.
Gemunder, Omnicare president and CEO. "It is an important
transaction with a number of strategic and financial benefits
that will create substantial value for all of Omnicare's
stakeholders. The acquisition of NCS will generate economies of
scale and operational efficiencies while broadening Omnicare's
geographic reach. Moreover, NCS has developed impressive
information technology and services. That, combined with our
unmatched clinical expertise and advanced programs, including
our proprietary formulary, the Omnicare Geriatric Pharmaceutical
Care Guidelines(R), and health management programs, will benefit
client facilities of both organizations and the residents we
serve. Our pooled resources will provide unparalleled
opportunities to develop new and innovative approaches to
enhancing pharmaceutical care for the elderly in a cost-
effective manner."

"We are pleased to have reached the successful completion of our
restructuring process. This transaction delivers significant
value to all stakeholders of NCS," said Jon H. Outcalt, NCS
Chairman. "NCS is committed to working closely with Omnicare's
management team to ensure a rapid and seamless integration and,
backed by the resources of Omnicare, an enhanced focus on
providing the highest quality of care for our customers."

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Including the acquisition
of NCS, Omnicare now serves approximately 945,000 residents in
long-term care facilities in 47 states, making it the nation's
largest provider of professional pharmacy, related consulting
and data management services for skilled nursing, assisted
living and other institutional healthcare providers. Omnicare
also provides clinical research services for the pharmaceutical
and biotechnology industries in 28 countries worldwide. For more
information, visit the company's Web site at
http://www.omnicare.com


NESTOR INC: Raises Additional Equity and Initiates Reverse Split
----------------------------------------------------------------
Nigel Hebborn, president of Nestor, Inc. (OTC: NEST), received
the necessary financing to accelerate CrossingGuard
installations as well as bring the red-light enforcement product
and services to new markets.

"The closing of this equity financing will allow the Company to
proceed with CrossingGuard systems under contract along with
pursuing new red-light enforcement opportunities. We expect
fourth quarter 2002 revenues to exceed $300,000, which is a 67%
increase over third quarter 2002 revenues reported. This
increase was driven mostly by the improved performance of
installed systems through technological advances deployed during
the quarter. We anticipate continuing this trend in 2003 and
coupling it with the acceleration of new systems coming on
line."

Nestor, Inc., further announced the appointment of three new
members to the Nestor Board of Directors and a new interim Chief
Executive Officer. William Danzell, Robert Krasne, and Stephen
Marbut will replace current directors Robert Carroll, Leon
Cooper, and Alvin Siteman. William Danzell, who has also agreed
to serve as Chief Executive Officer of Nestor, Inc., stated, "I
am very optimistic about Nestor's future. Nestor's patented,
intelligent, video based traffic system is clearly the best
solution for municipalities seeking red light enforcement.
Nestor's new capitalization will permit Nestor Traffic Systems
to aggressively move forward in meeting the demand for its
system." Nestor Traffic Systems, Inc., a wholly owned subsidiary
of Nestor, Inc., is an emerging leader in providing innovative,
video-based monitoring systems and services for traffic safety.
Its products have been installed in various municipalities
throughout the country and incorporate Nestor's patented image
processing technology into intelligent, real-time solutions that
promote traffic efficiency, intersection safety, and railway
grade crossing monitoring. CrossingGuard offers a complete array
of service and support to provide a comprehensive turnkey red
light enforcement program. Services include: equipment
installation, user training and support, citation issuing and
payment processing, and account management.

Douglas Reilly, president of Nestor Traffic Systems, states,
"there is a strong demand for Nestor's patented intelligent
video based traffic systems. The Company has refocused its
efforts solely on delivering and supporting its red-light video
enforcement contracts for CrossingGuard. The fulfillment of the
existing order backlog will allow NTS to serve more
municipalities." As of December 31, 2002, NTS had forty-one
enforced approaches operating in seven cities.

NTS is completing construction of initial CrossingGuard
installations in Fullerton and Cerritos, CA. In addition,
construction is commencing with initial systems in Montclair,
Pasadena, and Costa Mesa, CA within the next sixty days. The
Company expects to be issuing warning period notices, and in
some cases live citations, during the current quarter for all of
these new customers.

Pursuant to a stock purchase agreement entered into between
Nestor, Inc., and Silver Star Partners I, LLC, the Company will
receive a minimum of $3,000,000 in cash and up to a maximum of
$6,000,000, in exchange for common shares of the Company. At the
initial closing completed January 15, 2003, the Company received
$2,376,500 in exchange for 49,000,000 shares of common stock. In
conjunction with the new shares being issued, the Board approved
a one-for-ten reverse split of the common share capital of the
Company. All directors of the Company have approved the
transaction, and the Company has received consent to the
transaction from over 50% of the outstanding voting
shareholders. The second closing of the transaction, which will
bring the total investment to a minimum of $3,000,000, is
subject to the filing of an Information Statement with the SEC
and its distribution to the Company shareholders. The
transaction enables Nestor Traffic Systems to accelerate
delivery of the 100 CrossingGuard systems that are currently
under contract with leading municipalities.

As previously reported, the Company is expending cash in excess
of cash generated from operations, as revenues are not yet
sufficient to support future operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern without additional financing. On July 15, 2002,
the Company entered into a Memorandum of Understanding,
assigning certain of the Company's rights to ACI royalty income
in exchange for $3,100,000 in cash. The Memorandum also provides
a schedule for advances of up to $1,300,000 to provide interim
financing to the Company prior to the closing. This funding will
be adequate to support the Company's operating expenses through
the remainder of the year.


NORTHWESTERN CORP: Fitch Cuts Ratings on Credit Profile Concerns
----------------------------------------------------------------
Northwestern Corp.'s outstanding credit ratings have been
downgraded by Fitch Ratings as follows: senior secured debt to
'BBB-' from 'BBB+'; senior unsecured notes and pollution control
bonds to 'BB+' from 'BBB' and trust preferred securities and
preferred stock to 'BB' from 'BBB-'. The ratings are removed
from Rating Watch Negative where they were placed on Dec. 13,
2002. The Rating Outlook is Negative. Approximately $1.5 billion
of securities are affected.

The rating action follows Fitch's review of NOR's current and
prospective credit profile including the impact of lower
earnings expectations and anticipated non-cash charges during
the fourth quarter of 2002 at NOR's two primary non-utility
businesses - Expanets (communications solutions) and Blue Dot
(HVAC services). The revised rating levels also take into
consideration NOR's recent execution of a new $390 million five
year secured term loan facility, the proceeds of which will
become available to NOR upon approval of the financing by the
Montana Public Service Commission (expected by early February
2003).

NOR's current financial profile is aggressive primarily due to
the leveraging impact of the February 2002 acquisition of
Montana Power's electric and gas transmission and distribution
business which was ultimately financed with a higher than
anticipated debt component. In addition, increased debt levels
incurred to fund ongoing preferred stock investments in Expanets
and Blue Dot have contributed to further erosion in NOR's
overall credit profile. Fitch expects that Expanets/Blue Dot
will continue to provide limited economic value for NOR
bondholders in the form of upstreamed cash dividends. Of
particular concern is management's recent disclosure that year-
end 2002 EBITDA for Expanets will fall well short of the
previous guidance of $73 million to $80 million due to increased
reserves and billing adjustments.

A positive consideration is the underlying strength of NOR's
regulated electric and gas utility businesses that continue to
meet performance expectations providing a relatively stable
earnings and cash flow stream. However, Fitch does not expect
near term consolidated credit measures to recover to levels
consistent with an investment grade rating at the senior
unsecured level absent a near-term turnaround in Expanets and
Blue Dot. Under a scenario which excludes cash dividends from
unregulated businesses, key credit ratios emphasizing utility
based assets are expected to remain weak with utility EBITDA to
consolidated fixed charges and total debt to utility EBITDA of
approximately 1.7 times and 6.0x, respectively.

Although the pending funding of NOR's $390 million secured term
loan will remove much of the uncertainty around NOR's near-term
liquidity, including the refinancing of an existing $280 million
revolving credit line set to expire in February 2003, the amount
of asset protection available to unsecured bondholders has been
meaningfully reduced. NOR's utility division fixed assets
currently carry a book value of approximately $1.6 billion.
Total first mortgage bonds outstanding, including those to be
issued to secure the new credit facility, approximate $850
million thus leaving potential residual utility asset value
available for senior unsecured creditors of about $750 million
versus year-end 2002 unsecured debt outstanding of approximately
$1 billion.


NRG ENERGY: Involuntary Petition Show-Down Set for Jan. 23
----------------------------------------------------------
On January 23, 2003, the U.S. Bankruptcy Court for the District
of Minnesota will convene a hearing to consider an involuntary
petition filed against NRG Energy, Inc., by a "rogue group of
disgruntled executives," as NRG's lawyers call them, and the
Company's request that the Bankruptcy Court dismiss the
involuntary petition with prejudice or abstain while NRG's real
creditors continue to negotiate.

William I. Kampf, Esq., and Jamie R. Pierce, Esq., at Kampf &
Associates, P.A., in Minneapolis, tell the Court that NRG's
counterclaims are nonsense.  The executives are owed money and
NRG isn't paying what it owes.  Nothing supports NRG's argument
that the Court should abstain and the facts don't warrant
dismissing the Involuntary Petition.

Adam P. Merrill, Esq., at Kirkland & Ellis in Chicago, told the
U.S. Bankruptcy Court for the District of Minnesota last month
that the involuntary petition filed against NRG Energy, Inc.,
smacks of bad faith and should be dismissed.  In the
alternative, Mr. Merrill said, the "rogue group of disgruntled
executives" filing the Involuntary Petition should be required
to post a $10 million bond, pursuant to 11 U.S.C. Sec. 303(e),
to "protect NRG and its creditors from the damage that has been
caused and could be caused if these proceedings continue."

Since late last summer, Mr. Merrill relates, NRG has been
developing and negotiating a comprehensive restructuring with
the holders of approximately $7 billion of bank debt and bond
obligations.  This effort is particularly complicated and time
consuming because of the complex and capital intensive nature of
NRG's business.

Restructuring negotiations are ongoing among NRG, its parent
company, Xcel Energy Inc. and ad-hoc committees of NRG's lenders
and noteholders, Scott J. Davido, Esq., NRG's Senior Vice
President and General Counsel relates.  Specifically, NRG is
holding regular meetings with:

      * an ad hoc committee of parent company noteholders
        represented by Bingham McCutchen LLP and Houlihan, Lokey,
        Howard & Zulkin;

       * an ad hoc committee of project level bondholders
         represented by Akin Gump Strauss Hauer & Feld LLP and
         Ernst & Young Corporate Finance LLC; and

       * its bank group represented by Simpson Thatcher &
         Bartlett and FTI Consulting/Policano & Manzo.

The negotiations with these holders of approximately $7 billion
of debt, Mr. Merrill continues, have intensified and accelerated
in recent weeks. Recently, NRG and Xcel proposed a comprehensive
restructuring proposal. A counter proposal is currently under
consideration. At present, it is not clear whether it will be
necessary for NRG to commence a chapter 11 case in order to
consummate the yet to be agreed upon restructuring.
Nevertheless, NRG does not believe that the commencement of a
reorganization case at this time will enhance the likelihood of
a successful reorganization.

During the summer, NRG determined that it needed to undertake a
financial restructuring and operational reorganization,
Consequently, NRG dismissed a number of the officers that
formulated and implemented the strategy that led to NRG's
current difficulties. On October 3, 2002, six of these former
executives sued NRG for severance and other benefits. NRG
refused to pay the alleged benefits pending a complete
investigation of alleged mismanagement and misconduct by the
former executives. Just seven weeks later, five of these former
executives filed an involuntary chapter 11 petition against NRG.
The petitioners allege just $23.5 million in claims against NRG,
compared with $7 billion in total outstanding debt. No other
creditors have joined the petition, Mr. Merrill notes.

Until NRG and its major creditor constituencies complete their
restructuring discussions and determine a means for
implementation, Mr. Merrill argues, a reorganization case is not
in the best interests of NRG or its creditors. In fact, Mr.
Merrill says, the commencement of a chapter 11 case by or
against NRG without the support of its major creditor
constituencies and access to the additional working capital
required to operate its business as a debtor in possession,
likely would cause substantial harm to NRG's business. Thus, the
present petition should be dismissed pursuant to Bankruptcy Code
Section 305(a)(1).

Mr. Merrill urges the Minnesota court to look at the
petitioners' motives for filing the petition -- which courts
have held are relevant to a 305(a)(1) analysis.  Those motives
"do not appear to be pure," Mr. Merrill says.  In conversations
with the media, for example, petitioners have asserted that they
filed the petitions out of "frustration," to insert the court
into the out-of-court restructuring process currently underway,
and to wrest the decision of whether and when to commence a
chapter 11 case away from NRG and its other creditors. In view
of these reported comments, petitioners' conduct smacks of bad
faith and abuse of section 303 of the Bankruptcy Code. The
petition should be dismissed so that NRG and its creditors can
fully explore how best to restructure. Then, if a Chapter 11
filing is appropriate, NRG and its creditors as a whole -- not
some rogue group of disgruntled former executives -- can
decide when and where to file it.

DebtTraders reports that NRG Energy Inc.'s 8.700% bonds due 2005
(XEL05USA1) are trading at 25 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1
for real-time bond pricing.


NTL INC.: Maxcors Secures Stay Relief for Settlement Adjustments
----------------------------------------------------------------
Maxcor Financial Inc., the U.S. broker-dealer subsidiary of
Maxcor Financial Group Inc. (Nasdaq:MAXF), successfully sought
and obtained preliminary relief from The United States
Bankruptcy Court for the Southern District of New York with
respect to the settlement of all when-issued trading contracts
effected in the common stock of NTL Inc., prior to NTL's
emergence from bankruptcy on January 10, 2003.

The emergency order of the Court, signed and released this
morning, provides that, pending a full hearing on notice of the
merits of granting permanent relief, Maxcor and other sellers of
NTL common stock in the when-issued market may settle their
transactions on an adjusted basis that fully reflects the three-
fourths reduction in capitalization that NTL effected and
announced upon its emergence from bankruptcy. In other words,
the order confirms that a seller who sold shares in the when-
issued market may now settle those trades as though they were
modified by NTL's one-for-four reverse stock split. Importantly,
the Court's order requires buyers in such transactions to settle
on the modified basis, although their rights to object thereto
afterwards are preserved.

For when-issued transactions that are already locked-in for
settlement, on an unadjusted basis, at the National Securities
Clearing Corporation, the order confirms that those trades
should settle as compared, and in full accordance with the
NSCC's rules. However, Maxcor understands that the order then
requires broker-dealer counterparties to enter additional
transactions that will offset the already settled transactions
as necessary to effectuate a net result that reflects the one-
for-four reverse stock split.

Mario Monello, President of Maxcor Financial Inc., said, "We are
pleased that the Bankruptcy Court clearly recognized the
unintentional inequities in the when-issued marketplace caused
by the NTL one-for-four reverse stock split. We are hopeful that
market participants will adhere to the spirit, as well as the
letter of, Judge Gropper's new order and stop trying to collect
on a windfall that no one ever intended."

The hearing in Bankruptcy Court, for a permanent modification of
the settlement terms of the when-issued trades, is scheduled for
the morning of January 28th. Because the relief ordered
yesterday is preliminary in nature and preserves all parties'
rights, Maxcor Financial Group Inc., said it could not quantify
the financial effect thereof on its 1Q 2003 results. However,
the Company anticipates that if the relief granted is made
permanent or comparable relief is granted after the hearing,
then its previously-announced estimated 1Q 2003 loss associated
with the trade settlements would be significantly reduced.

Maxcor Financial Group Inc. -- http://www.maxf.com-- through
its various Euro Brokers businesses, is a leading domestic and
international inter-dealer brokerage firm specializing in
interest rate and other derivatives, emerging market debt
products, cash deposits and other money market instruments, U.S.
Treasury and federal agency bonds and repurchase agreements, and
other fixed income securities. Maxcor Financial Inc., the
Company's U.S. registered broker-dealer subsidiary, also
conducts institutional sales and trading operations in municipal
bonds, high-yield and distressed debt, and equities. The Company
employs approximately 500 persons worldwide and maintains
principal offices in New York, London and Tokyo.


NTL INC.: Judge Gropper's Interim When-Issued Stock Trade Order
---------------------------------------------------------------
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------x
                                   :
In re:                            :   CHAPTER 11
                                   :
NTL INCORPORATED, et al.,         :   Case No. 02-41316 (ALG)
                                   :
                   Debtors.        :
----------------------------------x

                               ORDER

      Upon the Emergency Motion (the "Motion") of Maxcor
Financial Inc., Owl Creek Asset Management, L.P., JMB Capital
Partners L.P., Highbridge/Zwirn Capital Management, LLC, and
Salomon Brothers Holding Company (the "Movants") pursuant to
Section 105(a) of the Bankruptcy Code and Rule 9024 of the
Federal Rules of Bankruptcy Procedure for (i) Clarification of
this Court's Order of November 20, 2002 (the "November 20
Order") authorizing modifications to the above captioned
Reorganized Debtors' confirmed Second Amended Joint Plan of
Reorganization (the "Plan"), and (ii) modification of the terms
of certain "when-issued" trades of the securities issued
pursuant to the Plan; and sufficient cause appearing therefor,
it is hereby:

      ORDERED that a hearing (the "Hearing") shall be held on
January 28, 2003 at 11:30 a.m. on the Motion and the requested
clarification of the November 20 Order, to the effect that the
modification of the Plan, as authorized by the November 20
Order, to effectuate a reverse stock split of the New NTL Common
Stock (as defined in the Plan) shall provide for a proportionate
adjustment to any trades of the New NTL Common Stock on the
"when-issued" market that were made or contemplated from the
date of confirmation of the Plan (the "Confirmation Date")
through and including the effective date of the reverse stock
split; and it is further

      ORDERED that pending the hearing and determination of the
Motion, based on the Reorganized Debtors' election to implement
a one for four reverse stock split on or about December 30,
2002, as reflected in the modified Second Amended Plan filed on
January 10, 2003 (the "Modified Plan"), any given seller of New
NTL Common Stock (as defined in the Plan) on the "when-issued"
market (each trade hereinafter a "Transaction") may, in its
discretion, settle the Transaction to which it is a party, and
the buyer in that Transaction is required to accept such
settlement, on the basis that would exist if such trades were
amended and modified by (i) reducing the number of shares traded
in each such Transaction to 25% of the number of shares
originally traded in such Transaction, and (ii) by increasing
the new per share price to 400% of the per share price of the
original Transaction so that the total consideration in the
Transaction remains the same; and it is further

      ORDERED that from and after the date and time that this
Order is entered, all parties to Transactions to be settled in
accordance with the preceding paragraph, and broker-dealers
and custodians (other than registered clearing agencies and
OMGEO) clearing and settling Transactions, shall enter
appropriate instructions to the appropriate entity, including
but not limited to clearing broker-dealers or custodians or
others, and make all appropriate entries in their books and
records and take all other actions reasonably necessary to enter
additional transactions that will offset deliveries made in
respect of such Transactions in excess of those necessary to
effectuate the intended settlement, provided that all affected
entities shall reserve any and all rights to object thereto at
the Hearing and seek damages or other relief in connection
therewith, further provided, and notwithstanding anything in
this or the preceding paragraph, as between National Securities
Clearing Corporation ("NSCC") and its members, all transactions
due to settle on January 16, 2003 and thereafter, shall proceed
in accordance with the rules and procedures of NSCC, and all
entities that settle on that basis may also appear at the
Hearing, be heard and seek damages or other relief; and it is
further

      ORDERED that as soon as practical but in any event no later
than January 21, 2003, the Reorganized Debtors shall (a) serve a
copy of this Order via overnight courier (or in respect of
clause (iv) below, by electronic means) upon (i) the United
States Trustee for the Southern District of New York; (ii) the
Nasdaq Stock Market, Inc., and the National Association
of Securities Dealers; (iii) all parties who filed notices of
appearance in these cases; and (iv) all entities which are
members of NSCC; (b) post a copy of this Order through Bloomberg
or a similar news-wire service; and (c) publish a copy of this
Order in The Wall Street Journal (National Edition); and it is
further

      ORDERED that any objections to the relief sought in the
Motion or granted herein shall be filed on or before January 23,
2003 at 5:00 p.m. and served so as to be received by hand
delivery, telecopy or e-mail by the same time by (i) Kenneth H.
Eckstein, Esq., Kramer, Levin, Natfalis & Frankel, 919 Third
Avenue, New York, New York 10022, counsel for the movants, and
(ii) Kayalyn A. Marafioti, Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, New York, New York 10036-6522, counsel
for the Reorganized Debtors NTL Incorporated, et al; and it is
further

      ORDERED that responses, if any, shall be filed on or before
January 27, 2003 at 12:00 noon and served so as to be received
by hand delivery, telecopy or e-mail by the same time by (i)
Kayalyn A. Marafioti, Esq., Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, New York, New York 10036-6522, counsel
for the Reorganized Debtors NTL Incorporated, et al., and (ii)
any parties who filed objections to this order; and it is
further

      ORDERED that any party affected hereby may seek emergency
relief from the terms hereof, for cause shown.

Dated: New York, New York           /s/ Allan L. Gropper
        January 16, 2003          ------------------------------
                                  Honorable Allan L. Gropper
                                  United States Bankruptcy Judge


NTL INC: Court to Further Consider Settlement Issues on Jan. 28
---------------------------------------------------------------
NTL Incorporated (NASDAQ: NTLI) reported that following a
hearing held Thursday evening, US Bankruptcy Judge Alan Gropper
has scheduled a hearing for January 28, 2003 to further consider
issues related to the settlement of the when issued trading in
NTL stock (NTIWV).

NTL clearly understands that the Court does not intend to
consider the possibility of revocation of the confirmed
Reorganization Plan or the possibility of changing the Company's
capitalization.  The order addresses only issues concerning the
settlement of trades in the former when issued market in
NTL common stock that was extant from September 6 to January 10,
2003.

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.


OCEAN WEST HOLDING: Stonefield Josephson Air Going Concern Doubt
----------------------------------------------------------------
Ocean West Holding Corporation "has suffered recurring losses
from operations, has a net capital deficiency, is not in
compliance with the net capital requirements of the U.S.
Department of Housing and Urban Development and other regulatory
agencies, and is not in compliance with the covenants under its
warehouse lines of credit, all factors that raise substantial
doubt about its ability to continue as a going concern."  These
words are included in the December 17, 2002, Auditors Report for
Ocean West prepared by Stonefield Josephson, Inc., Certified
Public Accountants in Irvine, California.

Ocean West Holding Corporation was formed in Delaware on August
15, 2000 as the holding company of Ocean West Enterprises, Inc.,
a California corporation.  The holding company received all of
the shares of Ocean West Enterprises in exchange for shares of
its stock effective March 11, 2002. It was formed to be the
public company and was formed as a Delaware corporation to take
advantage of the body of law developed for Delaware
corporations. In addition, in the event that management
determines to acquire additional companies in the future,
management believes that the holding company/subsidiary
structure provides the best structure for such an acquisition,
if any. This structure can provide a mechanism that will limit
liabilities of an acquired business to the acquiring subsidiary
thereby protecting the assets of other subsidiaries. Management
has not identified any potential acquisitions.

Ocean West Enterprises was incorporated in November of 1988 in
the state of California and is engaged in the business of
mortgage banking/brokering. It principally operates under the
name of Ocean West Funding. At this time, Ocean West Enterprises
is the only subsidiary of Ocean West, although Ocean West has
filed a Certificate of Incorporation with the Delaware Secretary
of State for Paradise Funding, Inc. which will be an additional
subsidiary. The Company is a retail and wholesale mortgage
banking company primarily engaged in the business of originating
and selling loans secured by real property with one-to-four
units. The Company offers a wide range of products aimed
primarily at high quality, low risk borrowers.

The Company's revenues are currently derived primarily from loan
origination fees and net gain on the sale of mortgage loans.
Two-thirds are from the sale of loans and one-third from fees
generated in connection with such sales. Revenues generated from
the sale of a loan vary based on loan type and size. Premiums
paid can range from 1/8% to 5% of the loan amount with an
average premium. Conventional conforming loans have lower
premiums while government and Alternative A and Sub-Prime
products have higher premiums. Fees received also vary depending
on loan type and origination source and generally range from
$495 to $995 per loan. For example, typically FHA refinances
generate $495 in fees and conventional conforming loans generate
$995 in fees.

During the six month period ended September 30, 2002, Ocean West
Enterprises made 2,252 loans with an aggregate dollar value of
approximately $366,435,891 compared to 4,269 loans with an
aggregate dollar value of approximately $669,512,900 for fiscal
year ended March 31, 2002 and 2,652 loans with an aggregate
dollar value of approximately $449,113,000 for fiscal year ended
March 31, 2001. Most of the loans originated were in principal
amounts between $100,000 and $180,000.

Net revenues from origination and/or sale of loans decreased 49%
from $10.5 million for fiscal year ended March 31, 2002 and 37%
from $8.5 million for fiscal year ended March 31,2001
respectively. However, revenues for the company actually
increased 3% and 27% respectively over the previous two years if
the earnings for the shortened year ended September 30, 2002 are
annualized. As a percentage, total operating expenses were 97%
of total revenues compared to 103% for the fiscal year ended
March 31, 2002 and 107% for the fiscal year ended March 31 2001.
Salary, wages and payroll taxes represented 49% of total
revenues. This was a decrease as percentage of total revenues by
8% over fiscal years ended March 31, 2002 and 2001. As a
percentage of total revenues, administrative expenses increased
1% compared to the fiscal year ended March 31, 2002 and
decreased by 2% compared to fiscal year 2001. General and
administrative expenses were primarily made up of rent,
advertising services, fees for professional services, insurance
and office expenses. Salaries, wages and payroll taxes decreased
as management implanted more technology into the company's
origination process. Rent, insurance and related office expenses
essentially remained the same. For the six month period ended
September 30, 2002 as compared to fiscal year ended March 31,
2002, interest expense remained the same as a percentage of
revenues at .004% of total revenues. This is down slightly from
008% from fiscal year ended March 31, 2001 as the cost of
borrowing has continued to decrease due to lower interest rates.

Ocean West had income from operations of $21,108 for the six
month period ended September 30, 2002 compared to a loss of
$278,872 from operations for the fiscal year ended March 31,
2002 and $549,380 for the fiscal year ended 2001. It had a net
loss of $201,426 for the six month period ended September 30,
2002 compared to net losses of $284,494 and $514,459 for the
fiscal years ended March 31, 2002 and 2001, respectively.
However, the net loss for the six month period ended September
30, 2002 was due to a one-time stock and warrants compensation
expense due to Ocean West moving from a private to a public
company. If that expense is excluded, the Company had net income
before taxes of $21,128.

Ocean West's primary line of credit is with First Collateral
Services. The line has a limit of $15,000,000. In the past,
First Collateral allowed the Company to borrow to a maximum of
$25,000,000, but as of January 2, 2002 is no longer allowing
borrowing in excess of the limit. In addition, First Collateral
has informed Ocean West that they will reduce the limits on the
line of credit to $5,000,000 by April 2003. The line of credit
expires on February 28, 2003. The Company is in violation of
covenants relating to the line and First Collateral may
terminate the line at any time. First Collateral has waived
covenant violations through December 31, 2002. As of September
30, 2002, the outstanding balance on the line of credit with
First Collateral Services was $18,304,412. Until January 2003,
the Company had frequently drawn amounts in excess of the limit
on the line. It bears interest at a rate equal to the reference
rate plus 2.5% and the rate on September 30, 2002 was 4.311%.

Upon termination and demand under the line of credit, the
interest rate on any unpaid amounts would be increased by 4% and
Ocean West would be required to pay any expenses of collection
incurred by the lender. The lender also could execute on the
mortgage loans that are the collateral for the lines. The
Company would be responsible for the difference between any
amounts received by the lender upon the sale of the collateral
loans and amounts sold under the line. Typically all of the
fundings under the line are short-term and the lines would most
likely be substantially repaid upon the sale of the mortgages in
due course without incurring large amounts of additional
interest.

At the present time, Ocean West's liquidity resources are
minimal. The Company is currently not in compliance and has not
consistently met the HUD net worth requirements. It is also not
in compliance with substantially all of the restrictive
covenants of the primary credit facility. In addition, the
Company frequently draws in excess of the maximum amount
provided for in the agreement on the primary line of credit.

HUD has not rescinded Ocean West's certifications nor have the
lenders declared it in default and the covenant violations have
been waived at times. If either HUD rescinded the certification
or the primary lender declared the Company to be in default, the
Company would not be able to operate as it is now operating and
it might not be able to continue operations. At this time,
management believes that Ocean West is able to fund current
production levels, provided that it is able to maintain
production levels sufficient to produce profits.


OWENS CORNING: Files Joint Plan with Asbestos Constituencies
------------------------------------------------------------
Owens Corning (OTC Bulletin Board: OWENQ) announced Friday that
it filed a Joint Plan of Reorganization in the United States
Bankruptcy Court for the District of Delaware.  The company
and 17 of its United States subsidiaries, together with the
Official Committee of Asbestos Claimants, and the Legal
Representative for future asbestos personal injury claimants,
filed the Plan.

Owens Corning filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on October 5, 2000. The filing was necessitated
by the growing demands on the company's cash flow resulting from
the substantial costs of asbestos personal injury litigation.

"The filing of this Plan is an important milestone for Owens
Corning.  I am proud that we are taking these steps to resolve
our asbestos liability once and for all," said David T. Brown,
chief executive officer. "This Plan advances our objective of
emerging from Chapter 11 as quickly as possible as a strong and
competitive company well positioned to serve our customers."

The Plan provides for partial payment of all creditors' claims,
in the form of distributions of new common stock and notes of
the reorganized company, and cash.  Additional distributions
from potential insurance and other third-party claims may also
be paid to creditors, but it is expected that all classes of
unsecured creditors will be impaired.  Therefore, the Plan
also provides that the existing common stock of Owens Corning
will be cancelled, and that current shareholders will receive no
distribution or other consideration in exchange for their
shares.

The percentage recovery and value of the payments made to each
class of creditors will depend upon a number of factors.  Those
factors include the value of the shares of new common stock and
notes to be issued by the company, the amount of cash available
for distribution, the resolution of certain inter-creditor
issues, and the ultimate aggregate asbestos liability.

The Plan sets forth a proposed consensual framework to determine
creditor distributions, with recoveries based on aggregate
asbestos claims of $16 billion, and a preferred recovery to
holders of bank claims of $400 million, in addition to pro rata
recovery on the balance of their claims.  In the event
that financial creditors do not agree to the terms of the
proposed consensual Plan, the Court has scheduled hearings on
the confirmation process to begin April 1, 2003.

Under either a consensual or a non-consensual Plan, a majority
of the newly issued common stock, together with notes, and cash,
as well as the assets of the existing Fibreboard insurance trust
will fund a new trust created under the Plan pursuant to Section
524(g) of the U.S. Bankruptcy Code.  The Section 524(g) Trust
will assume all obligations of Owens Corning, Fibreboard, and
their respective subsidiaries and affiliates, for current and
future asbestos personal injury claims and demands, and will,
through Owens Corning and Fibreboard sub-trusts, make payments
to claimants in accordance with trust distribution procedures.
In addition, the Plan of Reorganization provides for an
injunction protecting the newly reorganized company from any
asbestos personal injury claims and demands.

The company expects to file with the Court a proposed Disclosure
Statement regarding the Plan on or before February 28, 2003.
Votes on the Plan may not be solicited until the Court approves
the Disclosure Statement.

The Plan is available on the Internet at http://www.ocplan.com
where the proposed Disclosure Statement and other filings will
be posted as they become available.

Owens Corning is a world leader in building materials systems
and composite systems.  Founded in 1938, the company had sales
of $4.8 billion in 2001 and employs approximately 19,000 people
worldwide.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.comor by calling
the company's toll-free General Information line: 1-800-GETPINK.


PHOENIX CDO: Fitch Hatchets Ratings on Three Note Classes
---------------------------------------------------------
Fitch Ratings downgrades the class C-1, class C-2 and class D
notes issued by Phoenix CDO II, Ltd. (Phoenix). No rating action
has been taken or contemplated at this time for the class A
notes of Phoenix, which are rated 'AAA' by Fitch or the class B
notes, which are rated 'AA.'

The following bonds are downgraded effective immediately:
Phoenix CDO II, Ltd.

      - Class C-1 notes to 'B' from 'BBB';

      - Class C-2 notes to 'B' from 'BBB;

      - Class D notes to 'CCC' from 'BB'.

Phoenix CDO II, Ltd. is a collateralized debt obligation (CDO)
managed by Phoenix Investment Partners. The deal was established
in May of 2000 to issue $401.1 million in notes and equity.
Fitch discussed the current state of the portfolio with the
asset manager and their portfolio management strategy going
forward and conducted cash flow modeling of various default
timing and interest rate scenarios. As a result of the analysis,
Fitch has determined that the original ratings assigned to the
class C-1, C-2 and D notes of Phoenix no longer reflect the
current risk to noteholders.

A review of the collateral pool revealed that there has been
substantial downward credit migration of certain securities
within the collateral pool of Phoenix. As of the December 2002
trustee report, the deal is failing the 5% Fitch limit on
collateral debt securities rated below 'BBB-', with a current
level of 12%. The substantial increase in below investment grade
collateral from November to December has resulted in the failure
of the class B and C over collateralization tests. Several
assets in the collateral pool have experienced deterioration in
credit quality, most notably 2.27% of exposure to a distressed
aircraft lease transaction and 3.76% of exposure to two
distressed franchise loan transactions. In addition, according
to the December 2002 month-end trustee report, the transaction
is failing its weighted-average coupon test, which is putting
pressure on excess spread in the transaction. The aforementioned
factors have contributed to the current Fitch view on the class
C-1, C-2 and D notes.


RAINIER CBO: S&P Places BB- Class B-2 Notes on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-3L, A-4C, B-1L, B-1P (accreted amount), and B-2 notes
issued by Rainier CBO I Ltd., an arbitrage CBO transaction, on
CreditWatch with negative implications. At the same time, the
'AAA' ratings assigned to the class A-1L and A-2L notes are
affirmed based on the level of overcollateralization available
to support the class A-1L and A-2L notes.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was originated in July 2000. These
factors include par erosion of the collateral pool securing the
rated notes and deterioration in the credit quality of the
performing assets in the pool.

Standard & Poor's noted that $30.71 million, or approximately
8.02%, of the assets currently in the collateral pool come from
obligors rated 'D' or 'SD' by Standard & Poor's. As a result of
asset defaults, the par value ratios for the transaction have
deteriorated since the transaction was originated. As of the
most recent trustee report (Dec. 17, 2002), the senior class A
and class A overcollateralization tests were still in compliance
with a ratio of 119.9% and 107.2%, respectively, versus the
minimum required ratio of 117.0% and 106.0%, respectively, as
well as an effective date ratio of 130.11% and 116.46%,
respectively. The class B overcollateralization test was 99.2%,
versus the minimum required ratio of 103.0%, and compared to an
initial ratio of 104.6%. The overcollateralization tests should
improve on the upcoming payment date (Jan. 28) after a paydown
of approximately $5 million in interest cash to the class A-1L
notes.

The credit quality of the collateral pool has also deteriorated.
Currently, $26.21 million, or approximately 6.85%, of the
performing assets in the collateral pool come from obligors with
ratings in the 'CCC' range, and $56.721 million, or
approximately 16.37%, come from obligors with ratings currently
on CreditWatch with negative implications.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for Rainier to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest
rate scenarios, while still paying all of the interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether
the ratings assigned to the notes remain consistent with the
credit enhancement available.

               Ratings Placed on Creditwatch Negative

                          Rainier CBO I Ltd.

                        Rating
      Class      To                 From        Balance (Mil. $)
      A-3L       AAA/Watch Neg      AAA         62.0
      A-4C       A-/Watch Neg       A-          35.0
      B-1L       BBB-/Watch Neg     BBB-        13.0
      B-1P       BBB-/Watch Neg     BBB-        8.022
      B-2        BB-/Watch Neg      BB-         8.0

                           Ratings Affirmed

                           Rainier CBO I Ltd.

                 Rating
      Class                 Balance (Mil. $)
      A-1L       AAA        105.0
      A-2L       AAA        137.0


REVLON INC: Appoints Paul Murphy as EVP, North American Sales
-------------------------------------------------------------
Revlon, Inc., (NYSE:REV) appointed Paul F. Murphy to the
position of Executive Vice President, North American Sales.

This appointment will be effective February 1, 2003.  Mr. Murphy
will report directly to Jack Stahl, President and Chief
Executive Officer, Revlon, Inc.

In his new position, Mr. Murphy will be responsible for the
sales management, customer management and business development
operations for all Revlon products in the North American region.

"We are extremely delighted to welcome Paul to Revlon", said Mr.
Stahl. "Paul has a unique understanding and appreciation for
retailer business drivers that deliver results. His growing
passion about the power of the Revlon brand, engaging
communication style and creative and effective approach to
leadership and customer relations make him an ideal choice to
lead our business."

Mr. Murphy has extensive experience in the U.S. retail market,
specifically in the drug, mass and club sectors. He began his
career at The Procter & Gamble Company before joining The Coca-
Cola Company in 1982. During his tenure at Coca-Cola he held a
variety of increasingly senior general management positions,
most recently serving as Vice President of National Sales and
Vice President of Customer Marketing. He led the building of
Coca-Cola's National Retailer Customer Management teams and
generated dramatic sales, market share and profitability results
over the last several years.

"Revlon is legendary in the beauty industry", said Mr. Murphy.
"This is an exciting time for Revlon and I look forward to
contributing to that excitement and to the growth of the
business."

Mr. Murphy succeeds Larry Aronson, who has decided to leave the
company following a transition period.

Revlon, with a net capital deficiency of about $1.4 billion at
Sept. 30, 2002, is a worldwide cosmetics, skin care, fragrance
and personal care products company. The Company's vision is to
become the world's most dynamic leader in global beauty and skin
care. A web site featuring current product and promotional
information, as well as corporate investor relations
information, can be reached at http://www.revlon.com
http://www.almay.comand http://www.revloninc.com The Company's
brands include Revlon(R), Almay(R), Ultima(R), Charlie(R) and
Flex(R) and they are sold worldwide.


RURAL/METRO: Will Provide 911 Ambulance Services to Loudon, TN
--------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL) has been awarded the
contract to serve the 911 emergency ambulance needs of Loudon
County, Tennessee.

The one-year agreement with Fort Sanders Loudon Medical Center,
which holds the county's primary emergency medical services
contract, was approved recently by the Loudon County Commission.
The contract is valued at approximately $1.4 million.

Jack Brucker, president and chief executive officer, said, "We
look forward to providing excellent medical transportation
services to the citizens of Loudon County and to further
expanding our business operations in Tennessee."

Loudon County spans 229 square miles and is home to more than
39,000 residents. The county is contiguous to the southwestern
border of Knox County, Tennessee, where Rural/Metro has provided
ambulance and fire protection services since 1985.

Susan Brown, president of Rural/Metro's Southern Emergency
Response Group, said, "We take great pride in the quality of
services we provide through the dedicated efforts of our EMS
personnel. When Rural/Metro responds to a call, the citizens of
Loudon County can expect high-quality, professional care."
Rural/Metro will utilize existing vehicles, equipment and
facilities to serve the contract.

Keith Altshuler, senior vice president of Covenant Health, Fort
Sanders Loudon Medical Center's parent company, said,
"Rural/Metro delivers outstanding patient care and has many
years of experience on the insurance and reimbursement side. We
anticipate a very professional, efficient EMS operation, and
look forward to working with them."

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety
services to municipal, residential, commercial and industrial
customers in approximately 400 communities throughout the United
States.

At September 30, 2002, Rural/Metro's balance sheet shows a total
shareholders' equity deficit of about $159 million, down from a
deficit of about $165 million as recorded at June 30, 2002.


SALOMON BROTHERS: Fitch Upgrades Note Ratings Following Review
--------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s commercial
mortgage pass-through certificates, series 2000-NL1 are upgraded
by Fitch Ratings as follows: $18.4 million class B certificates
to 'AA+' from 'AA', $16.7 million class C to 'A+' from 'A', $6.7
million class D to 'A' from 'A-', $15.9 million class E to
'BBB+' from 'BBB', $5 million class F to 'BBB' from 'BBB-'. In
addition, Fitch affirms the following classes: $162 million
class A-2, and interest-only class X certificates at 'AAA',
$10.9 million class G at 'BB+', $5.8 million class H at 'BB',
$4.2 million class J at 'BB-', $8.4 million class K at 'B' and
$3.3 million class L at 'B-'. Fitch does not rate the $8.4
million class M certificates. Class A-1 has been paid in full.

The upgrades follow Fitch's annual review of the transaction,
which closed in March 2000.

The upgrades are mainly due to increased subordination levels,
resulting from amortization and loan payoffs. As of the December
2002 distribution date, the pool's aggregate principal balance
has been reduced by approximately 21%, from $334.2 million at
closing to $266 million. Ten loans have paid off since issuance.
One loan (1.3%) secured by a limited-service hotel in Lexington,
KY is real estate-owned (REO). The loan originally defaulted due
to occupancy issues and occupancy as of November 2002 remains
low at 24%. In addition, two loans (2.03%) reported year-end
(YE) 2001 debt service coverage ratios (DSCR) below 1.00 times
(x). However, both loans remain current.

ORIX Real Estate Capital Markets, LLC, the master servicer,
collected YE 2001 financial statements for 97% of the pool
balance. According to the information provided, the YE 2001
weighted average (DSCR) is 1.74x, compared to 1.71x at YE 2000
and 1.42x at issuance for the same loans.

As part of Fitch's analysis, the loans identified as potential
problems were assumed to default at various stress scenarios.
The resulting subordination levels justified the aforementioned
rating actions. Fitch will continue to monitor this transaction,
as surveillance is ongoing.


SOFAME: Files Notice of Intention for Financial Restructuring
-------------------------------------------------------------
Sofame Technologies Inc., filed on January 14, 2003, a notice of
intention to make a proposal to its creditors.
PricewaterhouseCoopers Inc., will act as trustee. The
Corporation will have until February 13, 2003, to lodge its
proposal, subject to any extension which may be granted by the
court.

The Corporation also announces that Mr. Pierre D'Aragon,
director of the Corporation since December 22, 2001, has
resigned from the Board of Directors as of January 13, 2003.

Further press releases regarding the process of restructuring of
the Corporation will be issued as soon as new developments
arise.

Sofame Technologies Inc., is a Montreal-based corporation doing
business in the direct contact water heating industry.

Sofame Technologies Inc., is listed on the TSX Venture Exchange
under the SDW symbol and the financial statements are filed on
SEDAR's Web site at http://www.sedar.com


SOLECTRON CORP: EVP George Moore to Lead Global Services Unit
-------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management
services, named George Moore, an executive vice president
of the company, to head its Global Services business unit.

Global Services, which provides an extensive range of after-
sales product repair and customer-contact services, generated
fiscal 2002 sales of $823 million, or about 7 percent of
companywide sales.

Moore, 46, fills the role held by Bill Mitchell, executive vice
president, who is resigning to become chief executive officer of
Arrow Electronics (NYSE:ARW), a distributor of electronic
components and computer products.

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

                          *   *   *

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

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


SONO-TEK CORP: Net Capital Deficit Narrows to $708K at Nov. 30
--------------------------------------------------------------
Sono-Tek Corporation (OTC Bulletin Board: SOTK) announced sales
of $748,036 for the three months ended November 30, 2002, a
decrease of 27% or $278,416 compared to sales of $1,026,452 for
the same period of last year. For the nine months ended
November 30, 2002 the Company reported sales of $2,234,027 as
compared to $2,700,783 for the same period of last year. The
decline in sales is due to slow recovery of the consumer
electronics market that the Company's products serve. For the
three months ended November 30, 2002, the Company had net income
of $20,533 compared to income of $244,459 from continuing
operations, and earnings of $237,614 from discontinued
operations for the prior year period. For the nine months ended
November 30, 2002, the company had net income of $56,934
compared to income of $317,600 from continuing operations, and a
loss of $631,616 from discontinued operations.

The Company's balance sheet is much improved from last year at
this time with working capital at $211,182 at November 30, 2002
from working capital of $192,130 last year, liabilities have
been reduced from $2,522,556 at November 30, 2001 to $2,146,216
at November 30, 2002, and shareholders' deficiency reduced from
$914,648 at November 30, 2001 to $707,620 at November 30, 2002.
However, the Company's working capital has declined from year-
end values of $453,215 due to the slow economy and its impact on
revenues and income. Management has taken action to preserve
working capital by seeking longer term financing, and by
restructuring agreements with current lenders to defer payments
of principal.

The Company experienced a turn-around in profitability during
the last six quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
has benefited from having a stable work force and a cohesive
management team and expects this to be an asset as the economy
recovers. The Company returned its focus to its core business,
ultrasonic nozzles and systems, and partially offset the
downturn in the electronics industry by developing new uses for
its products in the growing medical products field, and the
rejuvenated defense industry.

"December 1992 was a very strong month for Sono-Tek with
shipments of almost $400,000 which includes a significant order
for a new spray fluxer which will be formally introduced at the
March/April APEX show in Los Angeles. We are also continuing to
develop coatings for medical and nano-technology customers, and
expect to create new business opportunities in these fields",
stated Dr. Christopher L. Coccio, Sono-Tek's CEO and President.

For further information, visit the Company's Web site at
http://www.sono-tek.com

Sono-Tek Corporation is a leading developer and manufacturer of
liquid spray products based on its proprietary ultrasonic nozzle
technology. Founded in 1975, the Company's products have long
been recognized for their performance, quality, and reliability.


SOUTH STREET: Fitch Cuts Note Ratings to Lower-B & Junk Levels
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings on five classes of
notes issued by South Street CBO 2000-1 Ltd., a collateralized
bond obligation backed by high yield bonds. Columbia Management
Company is the investment advisor for South Street 1999.

The following ratings actions are effective immediately:

-- $68,717,623 class A-1L notes affirmed at 'AAA';

-- $95,000,000 class A-2L notes affirmed at 'AAA';

-- $15,000,000 class A-3L notes downgraded to 'BB+' from 'A';

-- $30,000,000 class A-3 notes downgraded to 'BB+' from 'A';

-- $20,000,000 class A-4L notes downgraded to 'CC' from 'B';

-- $8,000,000 class A-4A notes downgraded to 'CC' from 'B';

-- $10,000,000 class A-4C notes downgraded to 'CC' from 'B';

-- $15,000,000 class B-1 notes downgraded to 'C' from 'CCC';

-- $4,915,000 class B-2 notes affirmed at 'CC'.

According to its Nov. 18, 2002 trustee report, the South Street
2000 portfolio collateral includes a par amount of $16.5 million
(6.3%) of defaulted assets. The deal also contains 19.4% of
assets rated 'CCC+' or below, excluding defaults. The senior
class A, class A and class B overcollateralization tests are
failing at 119.5%, 100.7% and 92.4%, versus their triggers of
120%, 110% and 103%, respectively. Pursuant to the South Street
2000 indenture, having test levels below 90% of their required
overcollateralization ratio eliminates the investment advisor's
ability to trade.

In determining this rating action, a credit committee reviewed
the results of cash flow model runs, incorporating several
different default and interest rate stress scenarios. Also,
Fitch discussed with Columbia Management Company, the investment
advisor, their expectations and opinions of the portfolio.
Specifically, Fitch discussed with Columbia Management Company
how a lack of trading ability will influence the future
performance of South Street 2000.


SOUTH STREET CBO: Fitch Lowers and Affirms 6 Junk Note Ratings
--------------------------------------------------------------
Fitch Ratings downgraded the ratings on five classes of notes
issued by South Street CBO 1999-1 Ltd., a collateralized bond
obligation backed by high yield bonds. Columbia Management
Company is the investment advisor for South Street 1999.

The following ratings actions are effective immediately:

--$61,246,559 class A-1LA notes affirmed at 'AAA';

--$10,000,000 class A-1LB notes downgraded to 'A-' from 'A';

--$55,000,000 class A-1 notes downgraded to 'A-' from 'A';

--$36,000,000 class A-2 notes downgraded to 'CC' from 'B-';

--$24,000,000 class A-2L notes downgraded to 'CC' from 'B-;

--$45,500,000 class A-3 notes downgraded to 'C' from 'CC';

--$7,000,000 class B-1A notes affirmed at 'C';

--$8,000,000 class B-1B notes affirmed at 'C';

--$12,000,000 class B-2 notes affirmed at 'C'.

According to its Nov. 17, 2002 trustee report, the South Street
1999 portfolio collateral included a par amount of $33.65
million (14.3%) of defaulted assets. The deal also contains
23.9% of assets rated 'CCC+' or below, excluding defaults. The
class A and B overcollateralization tests are failing at 90% and
80.3%, versus their triggers of 115% and 104%, respectively.
Pursuant to the South Street 1999 indenture, having test levels
below 90% of the required overcollateralization ratio eliminates
the investment advisor's ability to trade.

In determining this rating action, a credit committee reviewed
the results of cash flow model runs, incorporating several
different default and interest rate stress scenarios. Also,
Fitch discussed with Columbia Management Company, the investment
advisor, their expectations and opinions of the portfolio.
Specifically, Fitch discussed with Columbia Management Company
how a lack of trading ability will influence the future
performance of South Street 1999.


TESORO PETROLEUM: Fitch Lowers & Keeps Debt Ratings on Watch Neg
----------------------------------------------------------------
Fitch Ratings has 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
September 30, 2002.

Tesoro, however, has maintained liquidity throughout the
downturn through cost cutting measures and reducing working
capital. At December 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.


TRANSTECHNOLOGY: Initiates Management Structure Reorganization
--------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported that its Board of
Directors has approved a proposal to reorganize the company's
management structure following the completion of its
restructuring and divestiture program. Under the new structure,
to become effective upon completion of the previously announced
sale of the Company's Norco, Inc. subsidiary, Michael J.
Berthelot, currently Chairman, President and Chief Executive
Officer, will relinquish the positions of President and CEO.
Mr. Berthelot will remain as Chairman of the Board. Robert L.G.
White, currently the President of TransTechnology's Aerospace
Products Group and Breeze-Eastern division, will become
President and CEO at that time.  Mr. White was also elected to
the Company's Board of Directors, effective immediately.

Michael J. Berthelot, Chairman, President and CEO of the
company, said, "As we complete the divestiture of all of our
units but one, the existing management structure is too large
and expensive for our remaining operations. We believe that we
can meet the needs of our business, our shareholders,
regulators, employees and customers with a much smaller
organization. As a result, we have prepared a new management
structure that will compress the management team into a lean and
focused group."

"Bob White has done a stellar job for us since he assumed the
presidency of Breeze-Eastern in April, 1994," said Mr.
Berthelot. "Over that time he has grown the business from
revenues of $30 million and an operating loss of $1 million in
fiscal 1995 to last year's revenues of $47.8 million and an
operating profit of $12.9 million. We are very proud to have Bob
with us and to see him step up to this additional level of
responsibility and challenge. I have every confidence and belief
that Bob will continue to do a fine job for us."

Mr. Berthelot continued, "Following the sale of Norco, which we
hope to complete before the end of the current fiscal year in
March, I will continue to serve as the Chairman of the Board and
will focus my efforts on a smooth and orderly transition,
meeting the continually increasing requirements of Sarbannes-
Oxley and NYSE listing requirements on the Board and the
Company, finishing up the loose pieces on our divestitures and
legacy items, and generally acting as the shareholders'
representative and ombudsman. I have been proud to serve as
TransTechnology's CEO for the past eleven years, and would like
to thank our entire management team and board for their support,
especially during the past two most difficult years as we have
gone through this restructuring. As our company begins a new
chapter in its life, however, this is a good opportunity to
provide fresh leadership while improving our corporate
governance and saving a substantial amount of money."

Robert L.G. White, President of TransTechnology's Aerospace
Products Group and President of Breeze Eastern, said, "I am
looking forward to the new challenge of serving as the Chief
Executive Officer of TransTechnology Corporation. Our
restructuring has been a difficult process, but it has
positioned the company well for our future growth. I am grateful
for all of the hard work that the Chairman, the Board of
Directors, and our management team have accomplished, and I
appreciate their confidence and support. I believe our future is
bright, and I am honored to begin a new chapter in the proud
history of TransTechnology Corporation."

Mr. White, age 61, has served as President of the Company's
Breeze-Eastern division since 1994 and as President of its
Aerospace Products Group since 1998.  Mr. White previously
served as President of GEC-Marconi Aerospace Inc., for seven
years and in management positions at Curtiss-Wright Corporation
for twenty years.  Mr. White earned a B.S. in Metallurgical
Engineering from Lafayette College. He is also a member of board
of trustees of the Union County (New Jersey) Economic
Development Corporation.  Mr. White resides in Glen Ridge, New
Jersey.

The Company stated that it expected to save up to $1 million per
year in costs associated with the management structure changes,
lowering its corporate office costs to $2.0 - $2.5 million per
year from its previous target of $3.5 million per year. The
Company reported that it would recognize a $2.2 million pre-tax
fourth quarter charge for costs associated with the management
changes.

TransTechnology Corporation, with a total shareholders' equity
deficit of about $26 million at Dec. 29, 2002, is the world's
leading designer and manufacturer of sophisticated lifting
devices for military and civilian aircraft, including rescue
hoists, cargo hooks, and weapons-lifting systems. The company,
which employs approximately 190 people, reported sales from
continuing operations of $47.8 million in the fiscal year ended
March 31, 2002.


TRANSWITCH CORP: Narrows Net Loss to $18 Million in 4th Quarter
---------------------------------------------------------------
TranSwitch Corporation (NASDAQ: TXCC) posted fourth quarter 2002
net revenues of $3.6 million and a net loss on a GAAP (Generally
Accepted Accounting Principles) basis, of $17.7 million.

The net loss includes the following:

      -- a $1.0 million charge to reflect the impairment of
        investments in non-publicly traded companies;

      -- a $0.2 million restructuring benefit related to the sub-
         lease of excess facilities; and

      -- a $0.4 million benefit related to the sale of previously
         reserved inventory.

The pro forma net loss for the fourth quarter of 2002 was $17.3
million.

For comparison purposes, the net loss on a GAAP basis (as
restated due to changing from the cost to the equity method of
accounting for the Company's investment in OptiX Networks, Inc.)
for the relevant 2001 and 2002 quarters was:

      -- for the fourth quarter of 2001, the net loss was $47.7
         million; and

      -- for the third quarter of 2002, the net loss was $157.2
         million.

For comparison purposes, the net loss on a pro-forma basis (as
restated due to changing from the cost to the equity method of
accounting for the Company's investment in OptiX Networks, Inc.)
for the relevant 2001 and 2002 quarters was:

      -- for the fourth quarter of 2001, the net loss was $13.6
         million; and

      -- for the third quarter of 2002, the net loss was $17.9
         million.

"Although the conditions in the semiconductor and telecom
marketplaces continue to be very challenging, the enthusiasm for
the next generation of TranSwitch products is very encouraging,"
stated Dr. Santanu Das, Chairman of the Board, Chief Executive
Officer and President of TranSwitch Corporation. "In the fourth
quarter, we secured 59 design wins at 31 customers, with over
40% of projected revenues at Tier 1 customers," continued Dr.
Das.

"Our EtherMap family of products continues to build increasing
customer momentum. We have shipped product to multiple customers
and several OEMs (Original Equipment Manufacturers) are already
testing their new generation systems based on the EtherMap-3
device. Some of these new designs include new cards that plug
into existing systems already deployed in networks to either
enhance their performance or to allow carriers to offer new
services utilizing their existing SONET or SDH infrastructure.
This is the highest level of interest we have seen on any new
part introduced in TranSwitch's history," continued Dr. Das.

"In order to lower our operating expense run-rate, TranSwitch
Corporation is in the process of reducing its workforce by
approximately 25% by closing its Princeton, NJ design center,
and reducing its staff in Boston, MA, and Shelton, CT. This
workforce reduction will also impact a few of our European
locations. This is the fourth workforce reduction the Company
has undertaken in two years," stated Dr. Das. "This
restructuring will result in an estimated $3.0 to $5.0 million
charge to earnings in the first quarter 2003," continued Dr.
Das.

"We are anticipating that first quarter 2003 product revenue
will be approximately $3.0 million. We are estimating that our
first quarter 2003 pro forma diluted net loss, excluding the
restructuring charge mentioned above, will be in the range of
$0.17 to $0.18 per share," stated Dr. Das. "When we look back on
2002, we will see that it will have been the toughest year in
our industry's history," continued Dr. Das.

"The strategy that we have followed since the downturn has been
to a) invest in research and development with a focused approach
targeting particularly EoS/SONET products; b) reduce our
operating expenses, as required; and c) continuously improve the
strength of our balance sheet," commented Dr. Das.

"The customer enthusiasm for our new product offerings gives us
the confidence that this strategy positions TranSwitch
positively for the future," concluded Dr. Das.

TranSwitch Corporation also announced that on December 19, 2002,
it received a letter from The Nasdaq SmallCap Market stating
that it is in compliance with Marketplace Rule 4310(C)(4), which
requires issuers to maintain a minimum bid price per share of
$1.00.

TranSwitch Corporation, headquartered in Shelton, Connecticut,
is a leading developer and global supplier of innovative
high-speed VLSI semiconductor solutions - Connectivity
Engines(TM) - to original equipment manufacturers who serve
three end-markets: the Worldwide Public Network Infrastructure,
the Internet Infrastructure, and corporate Wide Area Networks.
Combining its in-depth understanding of applicable global
communication standards and its world-class expertise in
semiconductor design, TranSwitch Corporation implements
communications standards in VLSI solutions that deliver high
levels of performance. Committed to providing high-quality
products and service, TranSwitch is ISO 9001 registered.
Detailed information on TranSwitch products, news announcements,
seminars, service and support is available on TranSwitch's home
page at the World Wide Web site - http://www.transwitch.com

As reported in Troubled Company Reporter's December 10, 2002
edition, Standard & Poor's affirmed its 'B-' corporate credit
and senior unsecured debt ratings on Traswitch Corp. At the same
time, Standard & Poor's revised the company's outlook to
negative from stable. The outlook revision reflects diminished
liquidity and ongoing cash usage, stemming from a severe decline
in the company's markets. Transwitch's quarterly revenue run
rate has been below $5 million and negative free cash flow has
been about $20 million per quarter since June of 2001.

The company may face difficulties increasing revenues from a
very low base, given substantial competition and a rapidly
evolving technology environment in the communications equipment
market.


TRW AUTOMOTIVE: S&P Rates Corp. Credit & Proposed Notes at BB/B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Livonia, Michigan-based TRW Automotive
Acquisition Corp. and its 'BB' rating to the company's $1.8
billion proposed secured bank credit facility. At the same time,
Standard & Poor's assigned its 'B+' rating to TRW Automotive's
proposed $1.0 billion senior notes due 2013, and a 'B+' rating
to the company's proposed $400 million senior subordinated notes
due 2013. The notes are being issued under rule 144a with
registration rights. The outlook is stable.

Proceeds from the debt issues will be used to finance the
purchase of TRW Automotive by Blackstone Group L.P. from
Northrop Grumman Corp.

The ratings reflect TRW Automotive's average business profile as
a leading provider of automotive systems, combined with a below
average financial profile, characterized by a heavy debt load
and below average cash flow protection.

TRW Automotive is one of the world's largest manufacturers of
original equipment automotive parts. The company's product lines
include active safety systems and components in the areas of
braking, steering, and suspension; passive safety systems and
components such as inflatable restraints (airbags), seat belts,
and steering wheels; and other automotive components such as
engine valves, engineered fasteners, and body control systems.

"The company's average business profile reflects its leading
market positions, strong technical capabilities, moderate growth
prospects, and good diversity within the automotive industry,"
said Standard & Poor's credit analyst Martin King. TRW
Automotive was a leader in the development of four-wheel and
rear-wheel antilock brake systems and, more recently,
electrically assisted steering, vehicle stability control, and
radar-based cruise control. These products have above average
growth prospects because they improve vehicle performance,
safety, space utilization, and fuel economy, which are key
concerns of vehicle manufacturers and consumers. Competition,
however, is intense, with several large companies investing
in the high value-added areas of electrically assisted steering
and braking. TRW Automotive is one of the top three leading
global providers of antilock brake systems, foundation brakes,
steering systems, occupant restraint systems, and engine valves,
which together account for about 61% of the company's revenues.

TRW Automotive's business profile is constrained by the
competitive and cyclical nature of the automotive industry.
Despite soft economic conditions, vehicle sales and production
were strong during 2002, supported by manufacturer incentives
and low interest rates. The outlook for 2003 is uncertain as the
possibility of war, fragile consumer confidence, and the robust
demand of the past three years could result in soft sales and
reduced production. Pricing pressure in the industry is intense,
requiring suppliers to continually improve productivity.
Although demand is cyclical, TRW Automotive's good geographic,
platform, and customer diversity should help to reduce earnings
volatility. Global sales to the big three domestic manufacturers
make up 50% of TRW Automotive's sales, and no customer makes up
more than 20% of sales. About 50% of the company's sales are
generated outside North America.


UNITED AIRLINES: Wants to Reject Collective Bargaining Pacts
------------------------------------------------------------
United Airlines filed an Emergency Motion with the Bankruptcy
Court asking for authority under 11 U.S.C. Sec. 1113(c) to
reject Collective Bargaining Agreements with:

       * the Air Line Pilots Association,
       * the Association of Flight Attendants,
       * District 141 of the International Association of
            Machinists and Aerospace Workers,
       * District 141-M of the IAM,
       * the Transportation Workers Union and
       * the Professional Airline Flight Control Association.

The Debtors also conditionally move to reject the CBA between
Mileage Plus, Inc., and IAM District 141.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, states that
for the Debtors to emerge from Bankruptcy, they will have to
address their CBAs for four reasons:

       (A) labor is by far United's greatest expense as a
           percentage of revenues;

       (B) United's labor costs are now the highest in the
           industry and the business plan necessitates
annual
           cost reductions of $2.4 billion until 2008;

       (C) the CBAs restrict United's ability to reduce costs and
           maximize revenues; and

       (D) the covenants set forth in the DIP Financing require
           cost savings to begin immediately.

Mr. Sprayregen says that the unions have agreed to provide
interim wage relief effective January 1, 2003, that when coupled
with relief also to be sought from the IAM, would total $70
million per month more than current levels.

United was prepared to file a complete Section 1113(c) motion
with supporting papers and evidence on December 26, 2002.
However, with the wage concessions, United agreed to not
reinitiate Section 1113(c) proceedings prior to March 15, 2003.
To effect this arrangement, United is prepared to withdraw this
motion without prejudice if five things will happen:

    (1) ALPA's ratification by January 8, 2003 of a 29% pay
        reduction and waiver of scheduled pay increases;

    (2) AFA's ratification by January 8, 2003 of a 9% pay
        reduction and waiver of scheduled pay increases;

    (3) PAFCA's ratification by January 8, 2003 of a 13% pay
        reduction;

    (4) TWU's ratification by January 8, 2003 of a 13% pay
        reduction; and

    (5) a Court order for a 13% pay reduction for the both IAM
        Groups and waiver any scheduled pay increases.

United proposes to schedule the Section 1113(e) hearing at the
Court's earliest convenience following ratification of the
interim reductions by the unions.  Should any union fail to
ratify the proposed relief or if the Court should decline to
order Section 1113(c) wage relief from the IAM, all of the
interim agreements would be nullified and the parties would
proceed to a Section 1113(c) hearing with sufficient time for
the Court to issue a ruling by February 15, 2003.

Mr. Sprayregen argues that United has negotiated in good faith
with all its unions.  United has based its proposals on the most
complete and reliable information available to it.  The
modifications treat all parties fairly and equitably.  United
has provided relevant information necessary to evaluate its
proposals.  Last, United is not seeking anything more than what
is necessary for it to meet the DIP covenants and exit
bankruptcy proceedings.

                          The IAM Balks

The International Association of Machinists submits an objection
to the Debtors' Motion.  Ira Levee, Esq., of Lowenstein &
Sandler, tells the Court that the IAM has no problem with the
Debtors' treatment of its other unions.  However, the IAM says
it hasn't had an opportunity yet to engage in bilateral
negotiations with the Debtors and has not been provided with all
the financial information needed to evaluate United's business
plan, particularly as it relates to IAM members.  According to
Mr. Levee, United has failed to satisfy its burden of
demonstrating that in the absence of the proposed interim
modifications to the IAM CBA, United will cease operations and
be irreparably harmed, causing employees to lose their jobs.

The IAM claims that, "Although United refers to the onerous
terms of the [DIP] financing in this case, there still must be
documentary or other competent evidence of, for example, prior
losses and asset depletion, as well as the comparison effects of
labor costs with and without the proposed modification."

Mr. Levee argues that United's financial problems can be
resolved globally, not piecemeal, with a business plan that
emphasizes negotiations with its unions for the long-term health
of the airline, its employees and other stakeholders. (United
Airlines Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


UNITED AIRLINES: Will Publish Fourth Quarter Results on Jan. 31
---------------------------------------------------------------
UAL Corporation (NYSE: UAL), the holding company whose primary
subsidiary is United Airlines, will release its fourth-quarter
and full-year financial results before the market opens on
Friday, January 31.

The company will not hold conference calls for analysts and
members of the press, however, representatives from United's
investor relations and media relations staff will be available
to respond to questions.

Other information about United Airlines can be found at the
company's Web site http://www.united.com


UNITED PAN-EUROPE: Court Fixes Feb. 14, 2003 Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
establishes February 14, 2003, as the Claims Bar Date -- the
deadline by which creditors of United Pan-Europe Communications
N.V. miust file their proofs of claim against the Debtor or be
forever barred from asserting those claims.

Proofs of claim must be received by the Bankruptcy Court before
5:00 p.m. Eastern Time on Feb. 14.  If hand-carried or sent by
overnight mail, claims must be addressed to:

       United States Bankruptcy Court
       United Pan-Europe Communications
       Claims Processing
       One Bowling Green, Room 534
       New York, NY 10004-1408

If by standard mailing, to:

       United Pan-Europe Communication
       Claims Processing
       PO Box 5147
       Bowling Green Station
       New York, NY 10274-5147

Any person or entity whose claim arose from the rejection of an
executory contract must file a proof of claim based on that
rejection by the later of:

       (i) the Bar Date; or

      (ii) 30 days following the effective date of such
           rejection.

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: Disclosure Statement Approved & Voting Can Begin
------------------------------------------------------------
US Airways Group, Inc. received authorization Friday from the
U.S. Bankruptcy Court in Alexandria, Va., to solicit approval
from its creditors on its plan of reorganization that provides
for the airline's emergence from Chapter 11 protection in
March 2003.

At the conclusion of a two-day hearing, Judge Stephen S.
Mitchell, of the Bankruptcy Court of the Eastern District of
Virginia approved the company's disclosure statement as having
adequate information for the solicitation, and authorized the
airline to distribute its disclosure statement and plan of
reorganization.  The company will mail notice of the March 18,
2003, hearing on the final approval of its plan of
reorganization to more than 144,000 interested parties.  The
mailing will initiate a 38-day process in which qualified claim
holders will be allowed to vote on the company's plan.

"The court's approval was critical to our efforts to complete
our restructuring quickly, and keeps us on our timeline for
emerging from Chapter 11 this spring," said David N. Siegel, US
Airways president and chief executive officer.  "We are
committed to positioning the airline so that our passengers, our
employees and the communities we serve will benefit from our
future success."

Among the key points of the company's proposed plan:

     * The company must secure final approval of the $900 million
       federal guarantee from the Air Transportation
       Stabilization Board (ATSB) for a $1 billion loan, to be
       used as exit financing upon emergence and also close its
       investment agreement with RSA.

     * The company is pursuing a legislative solution, in
       cooperation with its pilots union, to implement an
       amortized pension funding plan.  If those efforts are
       unsuccessful, the company will have no choice but to
       terminate the existing pilot pension program and begin
       formal negotiations with the Air Line Pilots Association
       (ALPA) on an agreeable replacement plan, with an
       anticipated completion of March 2003.

     * As previously disclosed, the plan provides that the
       existing common stock of the parent company will be
       cancelled.

     * The Retirement Systems of Alabama (RSA) will invest $240
       million upon emergence, and will hold the lead investor
       position in the company with a 36.2 percent stake (on a
       fully diluted basis).  The remaining stock will be divided
       among the unsecured creditors (10.5 percent); the ATSB
       (10.0 percent); General Electric (5.0 percent); members of
       ALPA (19.3 percent); other employees (10.8 percent);
       management (7.8 percent); and other ATSB loan participants
       (0.4 percent).

     * A newly-reconstituted 15-member Board of Directors will be
       appointed, to include eight nominees selected by RSA, four
       representatives of US Airways union groups (the Air Line
       Pilots Association, the International Association of
       Machinists, the Association of Flight Attendants/Transport
       Workers Union, and the Communications Workers of America),
       CEO David Siegel, and two independent directors nominated
       by the company in consultation with the Committee of
       Unsecured Creditors.

     * Valuations included in the Disclosure Statement estimate
       the value of the total common equity and warrants of the
       reorganized US Airways in the range between $425 million
       and $645 million.

     * On a consolidated basis, claims aggregating approximately
       $61 billion were filed against the company.  While there
       can be no assurance that the company will be successful in
       its claims administration process, the company estimates
       that claims will finally be allowed in the range of
       $2.1 to $2.2 billion for secured claims, $200 million to
       $1 billion for PBGC claims, and $2.5 billion to $3.1
       billion for unsecured claims.  Holders of allowed secured
       and priority claims are estimated to recover their fully-
       allowed claims, while recoveries to PBGC and general
       unsecured claims are estimated to be in the range of 1.2
       percent to 1.8 percent of their allowed claims.

The filing does not address specifics as to which airport or
aircraft leases or other executory contracts will be assumed or
rejected.  These and other details will continue to be the
subject of negotiations and finalization over the next several
weeks.

"I am especially grateful for the cooperation of our employees
in both making sacrifices to help save our airline, as well as
ensuring that this has been a seamless process for our
customers," said Siegel.  "I also want to compliment the efforts
of the ATSB and its staff members in working closely with us
throughout this restructuring.

"We are very appreciative of the continuing support and
financial commitment of the Retirement Systems of Alabama to US
Airways, as well as the formal endorsement of our plan of
reorganization by the Official Committee of Unsecured
Creditors," added Siegel, who noted that RSA has approved the
disclosure statement and plan of reorganization under the DIP
and investment agreements.

Judge Mitchell laid out a timeline that includes:

     * Jan. 9, 2003       Holders of claims as of this date will
                          receive plan solicitation materials or
                          notices -- commonly called the
                          Record Date.

     * Jan. 31, 2003      Last date for US Airways to mail
                          solicitation packages.

     * Feb. 14, 2003      Deadline for creditors to file motions
                          to seek temporary allowance of claims
                          (for voting purposes only) that have
                          been objected to by US Airways.

     * Feb. 27, 2003      Deadline for US Airways to file plan
                          exhibits.

     * March 7, 2003      Date on which claims will be allowed
                          for voting purposes unless objected by
                          US Airways.

     * March 10, 2003     Deadline for receipt of ballots on the
                          Plan of Reorganization and filing
                          objections in the Bankruptcy Court to
                          confirmation of the Plan of
                          Reorganization.

     * March 18-20, 2003  Confirmation hearing on Plan of
                          Reorganization.

     * March 31, 2003     Target emergence date from Chapter 11.

US Airways is the nation's seventh-largest airline, serving more
than 200 communities in the U.S., Canada, Mexico, the Caribbean
and Europe.  Most of its route network is concentrated in the
eastern U.S., where it is the largest air carrier east of the
Mississippi.  It employs approximately 33,000 people and
operates a fleet of 279 mainline jet aircraft.  US Airways and
its US Airways Express partner carriers operate more than 3,400
flights per day.

The company filed for Chapter 11 protection on Aug. 11, 2002,
after the impact of the September 11 terrorist attacks led to
almost $2 billion in losses in the subsequent four quarters of
operation.  It is the only major U.S. airline to receive
unanimous conditional approval of the federal loan guarantee
from the ATSB, and its restructuring efforts have been described
by airline industry analysts in very positive terms with regard
to the company's commitment to long-term success and positive
labor-management relations.  Since filing for Chapter 11
protection, US Airways has implemented schedule changes which
have preserved service to virtually all of the communities in
its route network and has been at the top of the U.S. Department
of Transportation monthly customer service reports.


US AIRWAYS: Wants to Assume Amended Virginia Headquarters Lease
---------------------------------------------------------------
US Airways Group Inc., together with its debtor-affiliates, and
Fourth Crystal Park Associates Limited Partnership, a subsidiary
of Charles E. Smith Commercial Realty, as Landlord, are parties
to an unexpired lease of non-residential real property.

The lease relates to the Debtors' corporate headquarters,
consisting of approximately 296,330 rentable square feet located
at 2345 Crystal Drive in Arlington, Virginia.  The Leased
Premises constitute approximately 70% of the entire leased space
in the building.  The term of the existing lease will expire on
December 31, 2008.

The Debtors seek the Court's authority to assume the
Headquarters Lease, as amended.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, relates that under the Assumed Lease, the parties agreed
that effective January 1, 2003, the base and additional rent
will be reduced, and the Debtors will commence the process of
surrendering up to two floors of the Leased Premises.  This will
provide an initial cost savings of over $4,000,000 per annum.
Also, the Landlord will provide a tenant improvement allowance
amounting to $1,200,000 to be used toward improving and
rationalizing the Leased Premises.  The Initial Allowance will
be provided to US Airways in three installments at $400,000 each
on January 1, 2003, February 1, 2003 and March 1, 2003.  The
Landlord will also provide US Airways up to an additional
$1,000,000 tenant improvement allowance to be used for other
improvements to the Leased Premises through December 31, 2004.
Any of the $1,000,000 Additional Allowance utilized by US
Airways will be repaid as additional rent over the remaining
term of the Assumed Lease.

Upon confirmation and consummation of a plan, the Debtors will
not be obligated to repay the Initial Allowance.  Both
Allowances, however, will be payable immediately as an
administrative claim under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code if the Debtors' cash and cash equivalents --
less amounts outstanding under the DIP Facility -- becomes less
than $175,000,000.

According to Mr. Butler, the Debtors and the Landlord have also
agreed to lift the automatic stay to allow the Landlord to set-
off a $293,369 credit owed to the Debtors against its $319,557
prepetition claim for unpaid rent.  Following the application of
the set-off, the balance of the Landlord's prepetition claim for
unpaid rent will be waived.  The Landlord, however, will be
granted a prepetition general unsecured claim against the estate
for $11,573,063 in consideration of the lease concessions.

Mr. Butler contends that the assumption of the Lease will
provide the Debtors with the immediate benefit of the negotiated
revised terms of the existing agreement without exposing the
Debtors to potential large administrative claims.  The Debtors'
rent will be reduced to a much favorable rate, effective January
1, 2003. Coupled with the rent saved on the returned portion of
the Leased Premises, the savings for the Debtors will be
substantial.

Additionally, the assumption of the Lease at this time does not
prejudice the Debtors' estates.  First, Landlord has waived the
cure of alleged outstanding prepetition obligations, so there is
no immediate cash outlay.  Furthermore, the Debtors' exposure to
administrative claims will be reduced because the Debtors are
allowed to terminate the Lease on five days' notice in the event
the Debtors' cases are dismissed or converted to a case under
Chapter 7 of the Bankruptcy Code or the Debtors consummate a
Chapter 11 plan of reorganization under which it fails to
continue to operate as an airline and discontinues flight
operations. (US Airways Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: SDNY Court Approves Settlement Pact with XO Comms
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to enter a settlement agreement, new
telecommunications services agreement, and master services
agreement with XO Communications Inc.

      The Settlement Agreement and Related Agreements

On November 1, 2002, WorldCom and XO executed a Settlement
Agreement.  The effectiveness of the Settlement Agreement is
expressly conditioned on Court approval, both in WorldCom and
XO's bankruptcy cases.

The principal terms of the Settlement Agreement are:

   A. On the Settlement Effective Date, XO will pay, in cash or
      other immediately available funds, $2,000,000 to WorldCom;

   B. The Parties agree to mutually terminate the Old TSA, which
      will be effective as of November 1, 2002, at which time the
      Parties will immediately begin performing under a new
      Telecommunications Service Agreement.  For the avoidance of
      doubt, it is the parties' intention for the termination of
      the Old TSA and the commencement of performance under the
      New TSA to be effectuated simultaneously.  In the event the
      Settlement Effective Date does not occur on or before
      December 31, 2002, the New TSA will be deemed terminated,
      unless the Parties agree in writing to reaffirm it.  After
      termination, XO will pay promptly all accrued contract
      charges related to the services provided under the New TSA
      but will have no further liability, and the Parties will
      negotiate in good faith the proposed terms and conditions
      of an alternative contract arrangement;

   C. The Parties agree that all disputes and outstanding
      balances for telecommunications services and all other
      obligations or services rendered by the Parties prior to
      July 21, 2002, regardless of when invoices for these
      services have been issued, will be deemed compromised, paid
      and satisfied on and as of the Settlement Effective Date,
      subject to the payment of the Settlement Amount;

   D. The Parties agree that all invoices for telecommunication
      services provided after the Petition Date will be paid by
      the Party in accordance with the applicable contract or
      tariff payment terms in the ordinary course of business;

   E. The Parties agree that all other services provided by
      WorldCom to XO prior to November 1, 2002, other than the
      services provided under the Old TSA and the New TSA, will
      continue to be purchased by XO from WorldCom for a minimum
      period of one year, commencing on November 1, 2002.  XO has
      the right to terminate these Services, in whole or in part,
      if these Services are no longer required by XO as a result
      of customer attrition, optimization of the XO network or if
      the provision of these Services has been transitioned to
      XO's own network;

   F. The Parties have executed and entered into, subject to
      Bankruptcy Court approval of this Agreement, a new Master
      Services Agreement for telecommunication services rendered
      by XO to WorldCom.  The MSA will be effective on and as of
      November 1, 2002.  In the event the Settlement Effective
      Date does not occur on or before December 31, 2002, the MSA
      will be deemed terminated, unless the Parties agree in
      writing to reaffirm it.  After termination, WorldCom will
      promptly pay all accrued contract charges related to the
      services provided under the MSA but will have no further
      liability, and the Parties will negotiate in good faith the
      proposed terms and conditions of an alternative contract
      arrangement; and

   G. This settlement will finally settle and resolve all claims
      asserted or which could have been asserted by the Parties
      against each other arising out of or related to the
      disputes and telecommunications services provided by each
      of the Parties to the other prior to July 21, 2002.

                             The New TSA

The primary terms of the New TSA are:

   A. The terms and conditions of the New TSA will be the same as
      contained in the Old TSA, except as otherwise set forth in
      the New TSA;

   B. During the first six months after the Settlement Effective
      Date, XO will purchase a total of no less than $9,000,000
      and as much as $12,000,000 worth of services under the New
      TSA.  The transport rate for the switched services under
      the New TSA during the Commitment Period is fixed during
      the Commitment Period.  At the end of the Commitment
      Period, XO and WorldCom will negotiate in good faith rates
      for services under the New TSA that are competitive in the
      marketplace at that time.  Nevertheless, XO will be under
      no obligation to purchase any services under the New TSA
      after the conclusion of the Commitment Period;

   C. At the end of the Commitment Period, the parties will agree
      to a "true up" of XO's total purchases under the New TSA
      during the Commitment Period.  If XO fails to meet the
      Commitment, then XO will pay to WorldCom the shortfall; and

   D. WorldCom will not impose deposits or other credit
      restrictions under the New TSA until the end of the
      Commitment Period.

                               The MSA

The primary terms of the MSA are:

   A. XO will provide WorldCom with dedicated transport and other
      communications services on XO's facilities pursuant to the
      terms and conditions set forth in the MSA;

   B. As compensation for the services provided by XO, WorldCom
      will pay the recurring and non-recurring rates and charges
      and the usage charges set forth in the MSA and in the ASRs
      and order forms beginning on the start of service date; and

   C. The term of the MSA is three years commencing on the
      Settlement Effective Date.  The MSA will be automatically
      renewed for successive one-year periods unless terminated
      by written notice by one of the Parties at least 60 days
      prior to the end of the term.

The Debtors believe that the Settlement Agreement will enable
them to:

   -- secure a $2,000,000 cash payment;

   -- retain a revenue stream with a customer emerging
      successfully from its own reorganization that will generate
      $3,000,000 projected profit, in contrast to the unsecured
      claim for damages arising from the contemplated rejection
      of the Old TSA;

   -- obtain certain telecommunications services on fixed terms
      and conditions, including favorable rates and payment
      terms; and

   -- definitively resolve disputed claims.
(Worldcom Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


XO COMMS: Successfully Emerges from Chapter 11 Proceedings
----------------------------------------------------------
XO Communications, Inc., a national broadband communications
service provider, said that its restructuring has been completed
and that it has emerged from Chapter 11 pursuant to the stand-
alone plan of reorganization approved by the bankruptcy court.

"We have emerged from our restructuring with a vastly improved
capital structure which will better enable us to use our state-
of-the-art national broadband network and financial resources to
meet the needs of business customers by providing the innovative
service offerings that customers have come to expect from XO,"
said Nate Davis, President and COO at XO Communications. "This
is a brand new day for XO. Our customers, who have stood by us
throughout this process, and our employees who have continued to
demonstrate their dedication by providing reliable and high
quality solutions that business customers desire, have allowed
us to succeed. We believe the loyalty that our customers have
shown throughout this difficult restructuring process evidences
the value businesses continue to see in our solutions and
services."

Effective with its emergence from Chapter 11, XO's capital
structure has been significantly improved so that its sole long
term debt is approximately $500 million, down from $5.1 billion
and even that debt will not be required to pay cash interest
until XO achieves the financial targets specified under the
related Credit Agreement.

The new credit facility is secured by all of the assets of the
company, other than approximately $275 million in cash and cash
equivalents held in accounts with respect to which liens were
released in connection with the closing of the restructuring. As
of September 30, 2002, XO had cash and cash equivalents on hand
of approximately $554 million.

"Now that the restructuring process is complete, XO is poised
for continued growth," said Carl Icahn, the well-known financier
who now holds a controlling position in reorganized XO, and who
also has assumed the role of Chairman of the Board. "Now that it
is no longer burdened by excessive debt, XO will continue to
seek opportunities to grow its business, both through ongoing
acquisitions of individual customers and through acquisitions of
companies or assets, where appropriate. I believe the
telecommunications sector continues to provide significant
opportunities to acquire undervalued assets and customers and
integrate them with XO's world-class operations and assets."

Entities controlled by Mr. Icahn hold as of the effective date,
more than eighty percent of the outstanding common stock of
reorganized XO. XO's senior secured lenders, other than those
lenders controlled by Mr. Icahn, and XO's former bondholders and
general unsecured creditors will hold the remaining outstanding
common stock.

XO's former bondholders and general unsecured creditors will
also receive warrants to purchase shares of common stock
representing an aggregate of 25% of the initially outstanding
common stock of reorganized XO. The warrants are exercisable
over a seven-year period at purchase prices ranging from $6.25
to $10.00 per share.

The initial distribution of the new common stock to XO's former
creditors is expected to begin promptly with this announcement,
though a reserve will be established until certain general
unsecured bankruptcy claims disputes are resolved and all final
distributions can be made. More detailed information with
respect to the plan and distributions can be found in the plan
of reorganization.

As a result of its emergence from Chapter 11, XO will implement
"Fresh Start" accounting provisions. As a result, the Company's
financial statements published for periods following the
implementation of "Fresh Start" accounting will not be
comparable with prior periods.

XO Communications is a leading broadband communications service
provider offering a complete set of communications services for
business customers, including: local and long distance voice,
Internet access, Virtual Private Networking (VPN), Ethernet,
Wavelength, Web Hosting and Integrated voice and data services.

XO has assembled a world-class set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.


YUM! BRANDS: Names Aylwin Lewis Pres. & Chief Operating Officer
---------------------------------------------------------------
Yum! Brands, Inc., promoted Aylwin Lewis, 48, to President,
Chief Multibranding & Operating Officer, a newly created role,
reporting to David C. Novak, Chairman and Chief Executive
Officer.

"Our winning strategy is to be the best in the world at
providing branded restaurant choice, and in so doing transform
the restaurant industry by leading the way in multibranding,"
said David C. Novak. "The size of our multibranding business
today has reached the scale that requires the same dedicated
leadership we have at each of our brands. Aylwin Lewis is one of
the best restaurant operators in the industry and is the perfect
leader to grow our multibranding sales and profits."

Lewis is responsible for the global operations of the Company's
32,650 systemwide restaurants. In his new capacity, Lewis
additionally will be responsible for the multibranding menu,
operations, marketing and development. Given the fact that Long
John Silver's and A&W All-American Food are major multibranding
brands for Yum!, Lewis now will serve as the lead executive for
those brands, replacing Sidney Feltenstein, who plans at midyear
to begin spending full-time in Florida with his family. "Sid
Feltenstein is truly a great entrepreneur and brand builder. He
has worked diligently to make the execution of our acquisition
of Long John Silver's and A&W All-American Food go very
smoothly. I value his partnership and insights, and expect to
continue working with him as an advisor down the road," Novak
said.

Lewis is a 12-year veteran of Yum! Brands and has been in the
restaurant industry for 25 years, beginning as a Restaurant
General Manager. As the Company's Chief Operating Officer, he is
credited with having developed a global operating platform for
all of the system's restaurants, establishing an Operations
College and establishing Customer Mania training for the
company's operators and franchisees. "Aylwin has an excellent
track record for driving outstanding results by building and
aligning teams. Bringing multibranding under his leadership will
allow execution of our strategy with even more focus," Novak
said.

Reporting to Lewis will be the Multibranding operations team,
the presidents of Long John Silver's and A&W All-American Food,
and the Chief Operating Officers of KFC, Pizza Hut and Taco
Bell, who dually report to the presidents of their respective
brands. Continuing to report to Novak are the presidents of Taco
Bell, KFC, Pizza Hut and Yum! Restaurants International, as well
as the Yum! Brands Executive Team functional leaders.

Yum! Brands operates 1,850 multibranded restaurants,
representing 9% of its domestic system and over $2.0 billion in
system sales. The Company envisions there will be 6,000
multibranded restaurants in its domestic system by 2007, with
the potential of over 13,000 U.S. multibranded restaurants over
the long-term. Customers prefer the choice and convenience of a
multibranded unit 6:1 over a single-brand unit. When remodeled
or converted to a multibranded unit, restaurants average 20%
sales increases with a 30% increase in cash flow, exceeding the
cost of capital and creating a "win-win" for Yum! Brands
customers and shareholders alike.

Based in Louisville, Kentucky, Yum! Brands is the world's
largest restaurant company in terms of system units with 32,650
restaurants in more than 100 countries and territories. Four of
the company's restaurant brands - KFC, Pizza Hut, Taco Bell and
Long John Silver's - are the global leaders of the chicken,
pizza, Mexican-style food and quick service seafood categories,
respectively. Since 1919, A&W All-American Food has been serving
a signature frosty mug root beer float and all-American pure-
beef hamburgers and hot dogs, making it the longest running
quick service franchise chain in America. Yum! Brands is the
worldwide leader in multibranding, offering consumers more
choice and convenience at one restaurant location from a
combination of KFC, Taco Bell, Pizza Hut, A&W All-American Food
or Long John Silver's brands. Outside of the United States, the
Company opens about three new restaurants each day, 365 days a
year, making it one of the fastest growing retailers in the
world. In 2002, the Company changed its name to Yum! Brands,
Inc. from Tricon Global Restaurants to reflect its expanding
portfolio of brands and its ticker symbol on the New York Stock
Exchange.

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


* M.R. Wiser & Co. Changes Its Name to Weiser LLP
-------------------------------------------------
Since 1921, M.R. Wiser & Co. LLP has provided clients with
decades of service and growth, and is pleased to announce that
the Firm's name has evolved into Weiser LLP.

"Our new streamlined name," the Firm says, "reflects our mission
to provide our clients with the services and guidance necessary
to compete and succeed in today's dynamic business environment.

"Simply stated, we're just Weiser."

                        Weisser LLP
               Certified Public Accountants
                   135 West 50th Street
                    New York, NY 10020
                Telephone (212) 812-7000
                Facsimile (212) 375-6888

          Long Island                New Jersey
       2000 Marcus Avenue       399 Thornall Street
     Lake Success, NY 11042       Edison, NJ 08837
    Telephone (516) 488-1200  Telephone (732) 549-2800
    Facsimile (516) 488-1238  Facsimile (732) 549-2898

                http://www.mrweiser.com


* BOND PRICING: For the week of January 21 - 24, 2003
-----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    44
Advanced Micro Devices Inc.            4.750%  02/01/22    67
AES Corporation                        4.500%  08/15/05    50
AES Corporation                        8.000%  12/31/08    62
AES Corporation                        8.750%  06/15/08    61
AES Corporation                        8.875%  02/15/11    60
AES Corporation                        9.375%  09/15/10    62
AES Corporation                        9.500%  06/01/09    64
Agro-Tech Corp.                        8.625%  10/01/07    73
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    68
Allegheny Generating Company           6.875%  09/01/23    72
Alkermes Inc.                          3.750%  02/15/07    63
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    71
American & Foreign Power               5.000%  03/01/30    60
Amkor Technology Inc.                  5.000%  03/15/07    49
AMR Corp.                              9.000%  09/15/16    49
AMR Corp.                              9.750%  08/15/21    42
AMR Corp.                              9.800%  10/01/21    42
AMR Corp.                             10.000%  04/15/21    43
AMR Corp.                             10.200%  03/15/20    44
AnnTaylor Stores                       0.550%  06/18/19    63
Argo-Tech Corp.                        8.625%  10/01/07    70
Applied Extrusion                     10.750%  07/01/11    65
BE Aerospace Inc.                      8.875%  05/01/11    72
Best Buy Co. Inc.                      0.684%  06?27/21    70
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    63
Borden Inc.                            9.200%  03/15/21    64
Borden Inc.                            9.250%  06/15/19    56
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    70
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    74
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    72
Calair LLC/Capital                     8.125%  04/01/08    45
Calpine Corp.                          4.000%  12/26/06    58
Calpine Corp.                          8.500%  02/15/11    49
Calpine Corp.                          8.625%  08/15/10    50
Case Corp.                             7.250%  01/15/16    72
Cell Therapeutic                       5.750%  06/15/08    60
Centennial Cellular                   10.750%  12/15/08    53
Champion Enterprises                   7.625%  05/15/09    41
Charter Communications, Inc.           4.750%  06/01/06    23
Charter Communications, Inc.           5.750%  10/15/05    27
Charter Communications Holdings        8.625%  04/01/09    50
Charter Communications Holdings        9.625%  11/15/09    50
Charter Communications Holdings       10.750%  10/01/09    50
Ciena Corporation                      3.750%  02/01/08    72
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    69
CNET Inc.                              5.000%  03/01/06    65
Comcast Corp.                          2.000%  10/15/29    24
Comforce Operating                    12.000%  12/01/07    56
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    48
Conseco Inc.                           8.750%  02/09/04    11
Continental Airlines                   4.500%  02/01/07    49
Corning Inc.                           3.500%  11/01/08    71
Corning Inc.                           6.300%  03/01/09    75
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    61
Corning Inc.                           8.875%  08/15/21    70
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                3.000%  03/14/30    42
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    31
Crown Cork & Seal                      7.375%  12/15/26    70
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    63
Dana Corp.                             7.000%  03/01/29    75
DDI Corp.                              6.250%  04/01/07    16
Delta Air Lines                        7.900%  12/15/09    70
Delta Air Lines                        8.300%  12/15/29    55
Delta Air Lines                        9.000%  05/15/16    64
Delta Air Lines                        9.250%  03/15/22    62
Delta Air Lines                        9.750%  05/15/21    65
Delta Air Lines                       10.375%  12/15/22    68
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    28
Edison Mission                        10.000%  08/15/08    36
El Paso Corp.                          7.000%  05/15/11    68
El Paso Corp.                          7.750%  01/15/32    59
El Paso Energy                         6.750%  05/15/09    73
El Paso Energy                         8.050%  10/15/30    64
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    50
Finova Group                           7.500%  11/15/09    38
Fleming Companies Inc.                 5.250%  03/15/09    58
Fleming Companies Inc.                10.625%  07/31/07    60
Foamex LP/Capital                     10.750%  04/01/09    72
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    58
Georgia-Pacific                        7.375%  12/01/25    74
Goodyear Tire & Rubber                 7.000%  03/15/28    52
Goodyear Tire & Rubber                 7.875%  08/15/11    73
Great Atlantic                         9.125%  12/15/11    68
Gulf Mobile Ohio                       5.000%  12/01/56    62
Health Management Associates Inc.      0.250%  08/16/20    67
Human Genome                           3.750%  03/15/07    66
Human Genome                           5.000%  02/01/07    73
I2 Technologies                        5.250%  12/15/06    64
Ikon Office                            6.750%  12/01/25    64
Ikon Office                            7.300%  11/01/27    69
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    57
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    62
Inland Steel Co.                       7.900%  01/15/07    62
Internet Capital                       5.500%  12/21/04    37
Isis Pharmaceutical                    5.500%  05/01/09    72
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    17
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    55
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    59
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    72
Level 3 Communications                 6.000%  09/15/09    42
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    66
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    56
LTX Corp.                              4.250%  08/15/06    68
Lucent Technologies                    5.500%  11/15/08    59
Lucent Technologies                    6.450%  03/15/29    51
Lucent Technologies                    6.500%  01/15/28    50
Lucent Technologies                    7.250%  07/15/06    70
Magellan Health                        9.000%  02/15/08    28
Mail-Well I Corp.                      8.750%  12/15/08    70
Mapco Inc.                             7.250%  03/01/09    71
Mapco Inc.                             7.700%  03/01/27    49
Medarex Inc.                           4.500%  07/01/06    64
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    50
Mirant Americas                        7.200%  10/01/08    48
Mirant Americas                        7.625%  05/01/06    65
Mirant Americas                        8.300%  05/01/11    43
Mirant Americas                        8.500%  10/01/21    35
Missouri Pacific Railroad              4.750%  01/01/20    73
Missouri Pacific Railroad              4.750%  01/01/30    69
Missouri Pacific Railroad              5.000%  01/01/45    60
Motorola Inc.                          5.220%  10/01/21    62
MSX International                     11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    58
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    73
Northern Pacific Railway               3.000%  01/01/47    51
Northern Telephone Capital             7.875%  06/15/26    61
Northwest Airlines                     8.130%  02/01/14    63
NorthWestern Corporation               6.950%  11/15/28    71
Oak Industries                         4.875%  03/01/08    63
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    71
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    61
Providian Financial                    3.250%  08/15/05    74
PSEG Energy Holdings                   8.500%  06/15/11    74
Quanta Services                        4.000%  07/01/07    56
Qwest Capital Funding                  7.250%  02/15/11    73
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.125%  02/01/06    68
Ryder System Inc.                      5.000%  02/25/21    69
SBA Communications                    10.250%  02/01/09    61
SC International Services              9.250%  09/01/07    66
Schuff Steel Co.                      10.500%  06/01/08    73
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    69
Sepracor Inc.                          5.750%  11/15/06    74
Silicon Graphics                       5.250%  09/01/04    54
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          11.625%  10/15/09    70
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    66
Tesoro Pete Corp.                      9.625%  11/01/08    72
Time Warner Telecom                    9.750%  07/15/08    61
Time Warner                           10.125%  02/01/11    62
Transwitch Corp.                       4.500%  09/12/05    60
Tribune Company                        2.000%  05/15/29    74
US Airways Passenger                   6.820%  01/30/14    73
Universal Health Services              0.426%  06/23/20    63
US Timberlands                         9.625%  11/15/07    63
Vector Group Ltd.                      6.250%  07/15/08    67
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    70
Westpoint Stevens                      7.875%  06/15/08    32
Williams Companies                     7.625%  07/15/19    51
Williams Companies                     7.750%  06/15/31    48
Williams Companies                     7.875%  09/01/21    51
Williams Companies                     8.875%  09/15/12    68
Williams Companies                     9.375%  11/15/21    60
Williams Companies                    10.250%  07/15/20    66
Williams Holdings Delaware             6.500%  12/01/08    69
Witco Corp.                            6.875%  02/01/26    70
Xerox Corp.                            0.570%  04/21/18    63
XM Satellite                          14.000%  03/15/10    62

                           *********

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 ***