TCR_Public/030122.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 22, 2003, Vol. 7, No. 15    

                          Headlines

ACORN: Regains Full Compliance with Nasdaq Listing Criteria
AK STEEL CORP: Appoints John G. Hritz as Company President
AMERICA WEST: Hosting Q4 2002 Financial Conference Call Tomorrow
AMERICAN COMMERCE: Auditors Doubt Ability to Continue Operations
AMERICAN GREETINGS: Names Michael Goulder as New SVP and EOO

AMERICAN PAD: UST Balks at Blackhill Partners' Advisory Fees
ASIA GLOBAL CROSSING: Implementing Interim Compensation Protocol
ATA HOLDINGS: S&P Affirms B- Corporate Credit Rating
ATMEL CORP: Launches Fully Integrated USB Secure Microcontroller
BEST BUY: Will Provide Networked Home Solutions to Lundgren

CANMINE RESOURCES: Director William Ferreira Resigns
CENDANT CORP: Commences Tender Offer for 7-3/4% Notes due 2003
CENDANT: Agrees to Indemnify FHA for Potential Loss on Loans
CHAMPION ENTERPRISES: Unit Arranges $75MM Bank Credit Facility
CHOICE ONE COMMS: Names Terry Nulty Sr. Vice President of Sales

COMMODORE APPLIED: Fails to Meet Certain AMEX Listing Criteria
CONSECO INC: US Trustee Appoints Unsecured Creditors' Committee
CONTINENTAL AIRLINES: Earns BBBOnLine Privacy Seal
COVANTA ENERGY: Seeks Stay Relief to Resolve OSHCC Interests
CROWN CASTLE: Declares Quarterly 6.25% Preferred Share Dividend

ENRON: Wants Nod for Termination Pact with State Street, et al.
EQUIFIN INC: Gets More Time to Meet AMEX Listing Standards
EXODUS COMMS: Sues to Recover $21 Million from 18 Creditors
FAO: Wants to Continue Employing Ordinary Course Professionals
FEDERAL-MOGUL: Wrestles with Dana Corp. over Unresolved Claims

GENCORP INC: Annual Shareholders' Meeting Slated for March 26
GENTEK INC: Wants More Time to Move Actions to Delaware Court
GENUITY INC: Hires Alvarez & Marsal as Restructuring Consultants
GLOBAL CROSSING: Intends to Cancel Foreign Intercompany Claims
GLOBAL INDUSTRIES: Reorganizes Operating Management Structure

HARDWOOD PROPERTIES: Will Pay Interim Cash Distribution Friday
HECLA MINING: Settles Litigation Brought Against Zemex Corp.
IMMTECH: Sets-Up Hong Kong Unit to Develop Manufacturing Plant
IMPERIAL SUGAR: Completes Diamond Crystal Sale to Hormel Foods
INTEGRATED HEALTH: Disclosure Statement Hearing Set for Jan. 29

INTEGRATED HEALTH: Rotech Asks Court to Close Subsidiary Cases
KMART CORP: Court to Consider DIP Financing Amendment on Tuesday
LISANTI FOODS: Brings-In Sills Cummis as Bankruptcy Attorneys
LUCENT TECHNOLOGIES: Wins Contract with Orange in United Kingdom
LYONDELL CHEM.: CITGO JV Restarts Second Crude-Distillation Unit

METROLOGIC INSTRUMENTS: Will Surpass Company Projections for Q4
MIDLAND STEEL: Secures Nod to Retain Pachulski Stang as Counsel
MJ DESIGNS: Taps Great American to Conduct Store Closing Sales
MONSANTO CO.: Will Publish Q4 & Full-Year 2002 Results on Feb. 5
NACIO SYSTEMS: eSynch Gains Control Following Plan Confirmation

NATIONAL CENTURY: Earns Nod to Implement Employee Retention Plan
NATIONSRENT INC: Plan Filing Exclusivity Intact through April 16
NIAGARA FRONTIER: Using Lenders' Cash Collateral Until Feb. 13
NORTHWEST AIRLINES: Offer to Exchange Certain Options Expires
ON SEMICONDUCTOR: Introduces Industry's First White LED Drivers

PEABODY ENERGY: Publishing Q4 & Full-Year 2002 Results on Jan 30
PEABODY ENERGY: Expands Board's Independent Representation
POLAROID: Primary PDC Plan's Claims Classification & Treatment
PPL CORPORATION: Denies Talks to Merge with Midlands Electricity
PRIME GROUP: Law Firm Executes Sublease at One North Wacker Dr.

REGUS BUSINESS: Case Summary & Largest Unsecured Creditors
SEVEN SEAS: Ch. 11 Case Summary & 20 Largest Unsec. Creditors
SOLECTRON: Expands Customer Relationship Management in Europe
SUN COUNTRY: Brings-In John Fredericksen as General Counsel
TESORO PETROLEUM: Appoints Mark Wilson as New VP for Retail

TESORO: Will Comply with Calif. Mandated MTBE Phase-Out Criteria
THE NEW POWER COMPANY: Court to Consider Plan on Feb. 12, 2003
TWINLAB CORP: Completes Bronson Laboratories Sale for $8 Million
UNITED AIRLINES: Signing-Up Huron as Restructuring Consultant
UNITED AIRLINES: Further Enhances Marketing Pact with US Airways

US AIRWAYS: Seeks Go-Signal to Reject Nine More Aircraft Leases
VENTURE CATALYST: Terminates Merger Agreement with Speer Corp.
VENTURES NATIONAL: Needs New Financing to Fund Cash Requirements
WARNACO GROUP: Court Okays Stipulation re Entry into Fee Letter
WHEREHOUSE ENTERTAINMENT: Files for Chapter 11 Protection

WHEREHOUSE ENTERTAINMENT: Case Summary & 20 Unsecured Creditors
YOUTHSTREAM MEDIA: Inks Debt Restructuring Pact with Bondholders
ZENITH NATIONAL: Increases Loss Reserves for Fourth Quarter 2004

* Allan Holbrook Joins Renaissance Partners as Principal
* Edward Gil Joins Buxbaum Group as Director of Marketing

* Meetings, Conferences and Seminars

                          *********

ACORN: Regains Full Compliance with Nasdaq Listing Criteria
----------------------------------------------------------
Acorn Products, Inc., (Nasdaq:ACRN) announced that the Nasdaq
Listing Qualifications Panel has determined to allow the
continued inclusion of Acorn Products' common stock on the
Nasdaq SmallCap Market, noting that the Company complies with
all quantitative listing requirements.

Effective with the open of business on January 21, 2003, the
Company's trading symbol will be changed back to "ACRN." The
Company had temporarily been trading under the symbol "ACRNC."

The Company also announced that its largest stockholder, OCM
Principal Opportunities Fund, L.P., has not exercised its right
to purchase additional shares of Company common stock following
the Company's Rights Offering.

Acorn Products, Inc., through its operating subsidiary
UnionTools, Inc., is a leading manufacturer and marketer of non-
powered lawn and garden tools in the United States. Acorn's
principal products include long handle tools (such as forks,
hoes, rakes and shovels), snow tools, posthole diggers,
wheelbarrows, striking tools and cutting tools. Acorn sells its
products under a variety of well-known brand names, including
Razor-Back(TM), Union(TM), Yard 'n Garden(TM), Perfect Cut(TM)
and, pursuant to a license agreement, Scotts(TM). In addition,
Acorn manufactures private label products for a variety of
retailers. Acorn's customers include mass merchants, home
centers, buying groups and farm and industrial suppliers.

                         *   *   *

As previously reported in the December 30, 2002, issue of
Troubled Company Reporter, Acorn Products, Inc., completed its
Recapitalization Plan.

In connection with the Recapitalization, the Company issued
3,857,973 shares of common stock to funds and accounts managed
by TCW Special Credits and Oaktree Capital Management upon
conversion of 12% Convertible Notes and Series A Preferred Stock
held by the funds. The funds collectively own approximately 89%
of the Company's outstanding shares. All amounts converted by
TCW and Oaktree converted at $5.00 per share, worth
approximately $19 million in aggregate before expenses.

                  Going Concern Uncertainty

Acorn Products' September 29, 2002 balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


AK STEEL CORP: Appoints John G. Hritz as Company President
----------------------------------------------------------
AK Steel Corporation (NYSE: AKS) appointed John G. Hritz, 48, as
president.  Mr. Hritz joined the company in 1989 as counsel, and
has held numerous executive positions with the company.  In 1996
he was named vice president, employee relations.  He was named
senior vice president in 1998 and executive vice president and
general counsel in 1999.  He was most recently executive vice
president, with responsibility for steel operations, commercial
and other functions.

"John Hritz brings a deep understanding of the complexities of
every aspect of this industry and an unwavering vision of
success for AK Steel," said Richard M. Wardrop, chairman and
chief executive officer.  "I have the utmost faith in John's
leadership."

Prior to AK Steel, Mr. Hritz worked for Commercial Intertech
Corporation and U.S. Steel Corporation.  He holds a Bachelor of
Science degree in electrical engineering from Youngstown State
University, and a Juris Doctorate from the University of Akron
School of Law.

AK Steel also announced the appointment of Michael T. Adams to
the post of senior vice president, with responsibility for
operations, sales and marketing, customer service, manufacturing
planning/steel sourcing and safety and health.  Mr. Adams, 45,
was most recently vice president, sales and marketing.  Mr.
Adams previously held numerous operations management positions,
including vice president, manufacturing and was general manager
of the company's Ashland (KY) Works and the Middletown (OH)
Works.  Mr. Adams joined the company in 1981 and holds a
Bachelor of Science degree in mechanical engineering from The
Ohio State University.

James M. Banker, 46, was named vice president, sales and
marketing.  Mr. Banker has held a number of executive positions
in sales, marketing, technical services and operations with AK
Steel.  Most recently he was vice president, operations.  Mr.
Banker holds a Bachelor of Arts degree in government from
Harvard University.

In conjunction with these organizational changes, the company's
engineering function, under vice president Thomas C. Graham,
Jr., will report to James L. Wainscott, senior vice president
and CFO.

AK Steel produces flat-rolled carbon, stainless and electrical
steel products for automotive, appliance, construction and
manufacturing markets, as well as standard pipe and tubular
steel products.  AK Steel is headquartered in Middletown, Ohio.
Additional information about AK Steel is available on the
company's Web site at http://www.aksteel.com

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its double-'B' rating to integrated steel
producer, AK Steel Corp.'s $550 million senior unsecured notes
due 2012. The outlook is stable. AK Steel is based in
Middletown, Ohio and has total debt of about $1.4 billion.

The ratings on AK Steel Holding Corp., reflect its fair business
position as a midsize, value-added, integrated steel maker with
high exposure to the automotive market, low sensitivity to spot
prices, and burdensome legacy costs totaling $1.4 billion.


AMERICA WEST: Hosting Q4 2002 Financial Conference Call Tomorrow
----------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA) will conduct a
live audio webcast of its fourth quarter 2002 financial results
conference call with the financial community on Thursday,
Jan. 23, 2003 at 11:00 a.m. EST (9:00 a.m. MST).

The webcast will be available to the public on a listen-only
basis at the company's Web site, http://www.americawest.com An  
archive of the webcast will be available on the site through
Feb. 6, 2003. Listeners to the webcast will need a current
version of Windows MediaPlayer software and at least a 28.8 kbps
connection to the Internet.

America West Holdings Corporation is an aviation and travel
services company with 2001 revenue of $2.1 billion. Wholly owned
subsidiary America West Airlines is the nation's eighth-largest
carrier serving 92 destinations in the U.S., Canada and Mexico.
The Leisure Company, also a wholly owned subsidiary, is one of
the nation's largest tour packagers.

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


AMERICAN COMMERCE: Auditors Doubt Ability to Continue Operations
----------------------------------------------------------------
American Commerce Solutions, Inc., was incorporated in Rhode
Island in 1991 under the name Jaque Dubois,  Inc., and was re-
incorporated in Delaware in 1994. In July 1995, Jaque Dubois,
Inc. changed its name to J.D. American Workwear, Inc.  In  
December 2000, the shareholders voted at the annual
shareholders' meeting to change the name of J.D. American
Workwear, Inc. to American Commerce Solutions, Inc.

The Company is primarily a holding company whose wholly owned
subsidiary is engaged in the machining and  fabrication of parts
used in industry, and parts sales and service for heavy
construction equipment.

The Company has incurred substantial operating losses since
inception; however, it has recorded income from operations of
$125,753 for the nine-month period ended November 30, 2002.  
Current liabilities exceed current assets by approximately $1.9
million at November 30, 2002, and the Company has used
approximately  $225,000 of cash in operations for the nine
months ended November 30, 2002.  Additionally, the Company has
been unable to meet obligations to its creditors as they have
become due.  These conditions raise  substantial doubt about the
Company's ability to continue as a going concern.

Management has revised its business strategy to include
expansion into other lines of business through the  acquisition
of other companies in exchange for the Company's stock.
Management negotiated new debt financing, of which, the proceeds
of $875,000 were used to settle outstanding debts at more
favorable terms, and to finance operations.  A gain of $812,014
has been recognized as a result of the forgiveness of debt.
However, there can be no assurance that the Company will be able
to raise capital, obtain debt financing,  or improve operating
results sufficiently to continue as a going concern.

As stated, from inception, the Company has suffered substantial
losses; however, it has recorded income from operations of
$125,753 for the nine-month period ended November 30, 2002. The
accumulated losses through that date total $11,445,256. Although
the current quarter was profitable, the Company still has not
achieved overall, sustained profitability and additional losses
are expected until equity funding occurs to offset the costs of
having a public company.  The Company has not been able to
consistently pay all of its obligations in a timely manner and
has converted some of its defaulted debt to short-term
installment  agreements. Management will continue negotiating
for both debt and equity funding.


AMERICAN GREETINGS: Names Michael Goulder as New SVP and EOO
------------------------------------------------------------
American Greetings Corporation (NYSE: AM) appointed Michael
Goulder to the new position of senior vice president and
executive operations officer. Goulder will be responsible for
heading the manufacturing, distribution, field sales operations
and procurement functions. He comes to American Greetings with
14 years of supply chain experience at consulting firm Booz-
Allen & Hamilton.

"Strengthening our supply chain is vital to ensuring customer
satisfaction and greater success in the marketplace," said
Jeffrey Weiss, executive vice president, North American Greeting
Card Division. "As such, we are happy that we have found a
seasoned professional to head our manufacturing, distribution,
retail sales operations and procurement functions."

Goulder held a variety of positions at Booz-Allen & Hamilton
from 1988 through 2002. His area of expertise is in developing
and implementing strategies to improve the efficiency of
operations, with an emphasis on supply chain management.

Goulder's industry experience centers on consumer products
companies, particularly apparel, food and music wholesalers,
pharmaceuticals, branded foods, tobacco, and candy
manufacturers, many of whom are suppliers to the same major
retailer partners as American Greetings. Prior to his tenure at
Booz-Allen & Hamilton, Goulder worked in distribution and
quality assurance capacities at IBM.

American Greetings Corporation (NYSE: AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expression products. Its staff of artists,
designers and writers comprises one of the largest creative
departments in the world and helps consumers "say it best" by
supplying more than 15,000 greeting card designs to retail
outlets in nearly every English-speaking country. Located in
Cleveland, Ohio, American Greetings generates annual net sales
of approximately $2 billion. For more information on the
Corporation, visit http://corporate.americangreetings.com
on the World Wide Web.

                          *     *     *

As previously reported, Standard & Poor's affirmed its triple-
'B'-minus corporate credit and senior secured debt ratings and
its double-'B'-plus subordinated debt rating for American
Greetings Corp., and removed the ratings from CreditWatch where
they were placed January 23, 2002.

The outlook is negative.

A successfully completed major corporate reorganization of the
core greeting cards business to rationalize its brands,
products, and facilities in the fiscal year ended February 2002
is expected to generate pretax savings of about $90 million this
fiscal year.


AMERICAN PAD: UST Balks at Blackhill Partners' Advisory Fees
------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
objects to the Employment of Blackhill Partners as Financial
Advisors for American Pad and Paper LLC.  

The Blackhill Application states that the debtor seeks to employ
Blackhill as its financial advisor pursuant to "Sections 327(a)
and 328 of the Bankruptcy Code."  The UST points out that if the
court approves Blackhill's employment terms pursuant to Section
328, then the court and interested parties will face greater
limitations and restrictions with regard to evaluating
Blackhill's future fees.

The United States Trustee contends that any employment order
should specify that future Blackhill fee applications will be
evaluated under the standards of Section 330, which permits the
court to conduct a wider "reasonableness" enquiry; and not in
connection to Section 328(a).

The Blackhill Application proposes that the firm be granted a
$100,000 "evergreen retainer" and replenished monthly.   The UST
sees that Blackhill is receiving significantly greater fee
protection than other professional persons.  The UST opposes the
practice of permitting evergreen or security retainers.  While
the impetus for Blackhill to secure payment of fees is
understandable, there is risk inherent in the chapter 11
process.  It is also unclear to the UST why Blackhill should be
afforded a "superpriority carve out" pursuant to Section 364 to
secure payment of its unpaid fees when other professionals are
not afforded similar treatment

The Blackhill Application additionally states that Blackhill
will be permitted to invoice the Debtor monthly for its expenses
"including without limitation, the fee disbursements of
Blackhill's counsel."  The UST states that "Second-tier"
professionals should not be compensated without prior court
approval.

Further, the UST objects to approval of the indemnification
agreement between the Debtor and Blackhill because:

     a) The "Indemnified Persons" are not clearly identified in
        the agreement;

     b) The agreement apparently contemplates that any
        indemnification expenses will be paid without notice or
        further review, which is inconsistent with the statutory
        scheme of retention and compensation and reimbursement
        of professionals.

     c) The Blackhill Application fails to establish that the
        contemplated indemnification agreement is a reasonable
        term of employment pursuant to Section 328(a) under the
        circumstances of this case.

     d) Approval of the proposed indemnity agreement would be
        tantamount to a "giveaway" of substantial potential
        assets of the estate. Conversely, indemnification
        exposes the estate or reorganized debtor to unlimited,
        unquantifiable potential liability, which is not
        appropriate in the chapter 11 context.

     e) Indemnification of professional persons in connection
        with bankruptcy cases is inconsistent with the fiduciary
        standards required of such professionals.

The UST explains that he does not oppose "success fees" in
appropriate circumstances.  But the Debtor should show the Court
that the proposed success fee arrangement for Blackhill is
reasonable under the circumstances, and is consistent with
similar arrangements approved in the chapter 11 context.

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.


ASIA GLOBAL CROSSING: Implementing Interim Compensation Protocol
----------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates sought and
obtained a Court order establishing an orderly, regular process
for allowance and payment of compensation and reimbursement for
attorneys and other professionals whose services are authorized
by this Court pursuant to Sections 327 or 1103 of the Bankruptcy
Code and who will be required to file applications for allowance
of compensation and reimbursement of expenses pursuant to
Sections 330 and 331 of the Bankruptcy Code.  In addition, the
AGX Debtors also sought and obtained a Court order establishing
a procedure for reimbursement of reasonable out-of-pocket
expenses incurred by members of any statutory committees
appointed in these cases.

Specifically, the payment of compensation and reimbursement of
expenses of professionals will be structured as:

  A. On or before the 20th day of each month following the month
     for which compensation is sought, each professional seeking
     compensation will serve a monthly statement, by hand or
     overnight delivery, on:

     -- the Debtors, 11150 Santa Monica Blvd., Suite 400, Los
        Angeles, California 90025 (Attn: Charles F. Carroll,
        Esq.);

     -- Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway,
        New York, New York 10019 (Attn: Richard F. Casher,
        Esq.);

     -- attorneys for the Ad Hoc Committee, Bingham McCutchen
        LLP, One State Street, Hartford, Connecticut 06103
        (Attn: Evan D. Flaschen, Esq.);

     -- attorneys for any statutory committees appointed in
        these cases; and

     -- the Office of the United States Trustee for the Southern
        District of New York, 33 Whitehall Street, 21st Floor,
        New York, New York 10004 (Attn: Lauren Landsbaum, Esq.);

  B. The Monthly Statement need not be filed with the Court and
     a courtesy copy need not be delivered to chambers since
     professionals are still required to serve and file interim
     and final applications for approval of fees and expenses in
     accordance with the relevant provisions of the Bankruptcy
     Code, the Federal Rules of Bankruptcy Procedure, and the
     Local Bankruptcy Rules for the Southern District of New
     York;

  C. Each Monthly Statement must contain a list of the
     individuals and their titles (e.g., attorney, accountant,
     or paralegal) who provided services during the statement
     period, their billing rates, the aggregate hours spent by
     each individual, a reasonably detailed breakdown of the
     disbursements incurred, and contemporaneously maintained
     time entries for each individual in increments of 1/10 of
     an hour;

  D. Each person receiving a statement will have at least 15
     days after its receipt to review it, and, in the event that
     he or she has an objection to the compensation or
     reimbursement sought in a particular statement, he or she
     will, by no later than the 35th day following the month
     for which compensation is sought, serve on the professional
     whose statement is objected to, and the other designated
     persons, a written "Notice Of Objection To Fee Statement,"
     setting forth the nature of the objection and the amount of
     fees or expenses at issue;

  E. At the expiration of the 35-day period, the Debtors will
     promptly pay 80% of the fees and 100% of the expenses
     identified in each Monthly Statement to which no objection
     has been served;

  F. If the Debtors receive an objection to a particular Monthly
     Statement, they will withhold payment of that portion of
     the Monthly Statement to which the objection is directed
     and promptly pay the remainder of the fees and
     disbursements.

  G. Similarly, if the parties to an objection are able to
     resolve their dispute following the service of a Notice Of
     Objection To Fee Statement and if the party whose Monthly
     Statement was objected to serves on all of the parties a
     statement indicating that the objection is withdrawn and
     describing in detail the terms of the resolution, then the
     Debtors will promptly pay that portion of the Monthly
     Statement, which is no longer subject to an objection;

  H. All objections that are not resolved by the parties will be
     preserved and presented to the Court at the next interim or
     final fee application hearing to be heard by the Court;

  I. The service of an objection will not prejudice the
     objecting party's right to object to any fee application
     made to the Court in accordance with the Bankruptcy Code on
     any ground whether raised in the objection or not.
     Furthermore, the decision by any party not to object to a
     Monthly Statement will not be a waiver of any kind or
     prejudice that party's right to object to any fee
     application subsequently made to the Court in accordance
     with the Bankruptcy Code;

  J. Every 120 days, but not more than every 150 days, each of
     the professionals will serve and file with the Court an
     application for interim or final Court approval and
     allowance of the compensation and reimbursement of expenses
     requested;

  K. Any professional who fails to file an application seeking
     approval of compensation and expenses previously paid under
     this Motion when due will:

     -- be ineligible to receive further monthly payments of
        fees or reimbursement of expenses as provided until
        further order of the Court, and

     -- may be required to disgorge any fees paid since
        retention or the last fee application, whichever is
        later;

  L. The pendency of an application or a Court order that
     payment of compensation or reimbursement of expenses was
     improper as to a particular statement will not disqualify a
     professional from the future payment of compensation or
     reimbursement of expenses, unless otherwise ordered by the
     Court;

  M. Neither the payment of, nor the failure to pay, in whole or
     in part, monthly compensation and reimbursement will have
     any effect on this Court's interim or final allowance of
     compensation and reimbursement of expenses of any
     professionals; and

  N. The attorney for any statutory committee may, in accordance
     with the procedure for monthly compensation and
     reimbursement of professionals, collect and submit
     statements of expenses, with supporting vouchers, from
     members of the committee he or she represents; provided,
     however, that these reimbursement requests comply with this
     Court's Administrative Orders dated June 24, 1991 and
     April 21, 1995.

David M. Friedman, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, relates that the procedures will enable the
Debtors to closely monitor the costs of administration, forecast
level cash flows, and implement efficient cash management
procedures.  Moreover, these procedures will also allow the
Court and the key parties-in-interest, including the United
States Trustee for the Southern District of New York, to insure
the reasonableness and necessity of the compensation and
reimbursement sought pursuant to these procedures. (Global
Crossing Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCXUS10R1) are
trading at about 11 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCXUS10R1
for real-time bond pricing.


ATA HOLDINGS: S&P Affirms B- Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit ratings on ATA Holdings Corp., and subsidiary American
Trans Air Inc., and removed them from CreditWatch, where they
were placed September 13, 2001. However, Standard & Poor's
lowered its ratings on various enhanced equipment trust
certificates. The outlook is negative.

"The ratings were affirmed due to ATA's improved liquidity after
receipt of proceeds from a $168 million loan that was 90% backed
by a federal loan guarantee that closed in November 2002," said
Standard & Poor's credit analyst Betsy Snyder. Although the
company's liquidity has been enhanced, its fate will still
depend on the expected recovery in the airline industry.
Prolonged weakness in the industry would negatively affect ATA
and could result in a downgrade. "The downgrades of ATA's
enhanced equipment trust certificates reflect the substantial
deterioration in market values of the Boeing 757-200 aircraft
which form their collateral," Ms. Snyder noted. These planes,
while efficient and widely used, have been under pressure
following the shutdown of discount carrier National Airlines
(which operated solely B757's), US Airways Inc.'s bankruptcy
rejection and renegotiation of financings on its B757-200's, and
bankrupt United Air Lines Inc.'s attempts to reduce debt service
costs on many of its aircraft-backed obligations, including
those that finance B757-200's.

The ratings reflect ATA Holdings' substantial and growing debt
and lease burden and the price competitive nature of the markets
it serves. ATA Holdings is the parent of American Trans Air
Inc., the 10th-largest scheduled air carrier in the U.S. It
offers low fares to value-oriented passengers out of hubs
located at Chicago's Midway Airport and Indianapolis. ATA is
also the largest charter airline in North America, providing
charter airline services primarily to U.S. and European tour
operators, as well as to U.S. military and government agencies.
Lower fare, leisure carriers have been affected to a lesser
extent than the large network carriers have by the industry
downturn that began in late 2000, as passengers have sought low
fares. ATA has been replacing its relatively old aircraft with
new Boeing planes, which has resulted in one of the youngest
airline fleets in the industry. The company's earnings should
benefit from the cost efficiencies of the newer fleet and, when
airline traffic recovers, from growth at its newly expanded
Chicago Midway hub, where it has the largest number of gates.
ATA's already heavy operating lease burden will increase
significantly with delivery of the new aircraft. The company has
reported substantial losses since 2001, primarily due to
impairment charges taken on its older aircraft.


ATMEL CORP: Launches Fully Integrated USB Secure Microcontroller
----------------------------------------------------------------
Atmel(R) Corporation (Nasdaq:ATML) is sampling a fully
integrated USB Full-Speed secure microcontroller in a PQFP44
package. The AT90SC6464C-USB-I integrated package solution that
requires no external clock is based on Atmel's secureAVR(TM)
RISC microcontroller. It includes 128Kbytes of on-chip non-
volatile memory, powerful cryptography capabilities, a very high
level of physical and data security, and a dual interface USB
V2.0 Full-Speed interface as well as the standard ISO 7816 smart
card interface.

The AT90SC6464C-USB-I targets eTokens used in PC-based secure
applications. This package solution can also be embedded in
peripherals, set-top boxes, modems, PDAs (Personal Digital
Assistants), copyright protection devices and other equipment.
Wherever data needs to be protected, the AT90SC6464C-USB-I can
provide highly secure and cost-effective solutions in
applications such as transactional security, e-mail and network
encryption, software and file protection, MP3 and digital camera
data storage protection.

The AT90SC6464C-USB-I features a dual communication interface,
including both USB V2.0 Full-Speed (12 Mbps) and ISO 7816, for
direct connection to either of these popular communication
parts. It also incorporates 64Kbytes of on-chip Flash memory and
64Kbytes of EEPROM. Flash program memory gives unrivalled
flexibility for new applications with the ability to load or
upgrade application code during the production run with no
delay.

The AT90SC6464C-USB-I includes all the security features already
built into the AT90SC secure microcontroller series. In
particular, it provides a 16-bit RISC crypto processor for very
efficient execution of the highest-level encryption algorithms,
RSA, AES 128/128, SHA-256. In addition, a hardware T-DES (Triple
Data Encryption Standard) coprocessor, a true RNG (Random Number
Generator) and support for ECC (Elliptic Curve Cryptography)
enhance the high cryptography performance of this device.

Herve Roche, Atmel's Smart Card IC Marketing Manager, stated, "A
fully integrated USB Full-Speed secure microcontroller is now
available in a PQFP44 package. The AT90SC6464C-USB-I gives
customers the advantage of a USB V2.0 Full-Speed (12 Mbps)
interface in a high-end secure chip while getting a cost-
effective solution that requires no external USB clock. This
provides a great system cost benefit for e-banking, e-commerce,
VPN, PKI, secured email and copy right protection."

The AT90SC6464C-USB-I in PQFP44 package is available now in
engineering samples. Production quantities are also available at
a price of US$4.00 in quantities of 200,000 units.

Founded in 1984, Atmel Corporation is headquartered in San Jose,
Calif., with manufacturing facilities in North America and
Europe. Atmel designs, manufactures and markets worldwide,
advanced logic, mixed-signal, non-volatile memory and RF
semiconductors. Atmel is also a leading provider of system-level
integration semiconductor solutions using CMOS, BiCMOS, SiGe and
high-voltage BCDMOS process technologies.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B' corporate credit rating to Atmel Corp.  At the same time,
Standard & Poor's assigned a triple-'C'-plus rating to Atmel's
$512 million zero coupon convertible subordinated debentures due
2021.

The current outlook is negative.

The ratings on San Jose, California-based Atmel reflect weak
market conditions, a high cost structure, and substantial near-
term cash obligations, offset in part by the company's moderate
business diversity and currently good liquidity.


BEST BUY: Will Provide Networked Home Solutions to Lundgren
-----------------------------------------------------------
Best Buy (NYSE:BBY) and Lundgren Bros., announced an agreement
to provide Best Buy's Networked Home Solutions, an assortment of
home networking packages constructed to fit peoples' changing
lifestyles, in several Lundgren Bros., communities throughout
the Twin Cities. Beginning this month, a base structured wiring
network that allows for maximum versatility with home technology
will be standard in more than 500 homes in Dakota, Hennepin and
Carver counties. In addition, Networked Home Solutions will be
featured in three Lundgren Bros. homes on the Parade of Homes
Spring Preview(SM).

Many new homebuyers are interested in home networking, but lack
the knowledge or resources to incorporate the technology into
their home - that's why Best Buy created Networked Home
Solutions. Networked Home Solutions packages enable Best Buy to
align with the builder to make sure the homeowner has all of the
behind-the-scenes wiring needed to quickly, neatly and easily
connect the technology within their home. Networked Home
Solutions offers two distinct packages:

     --  Lifestyle Series packages that target specific
entertainment enthusiasts (available packages called Music
Lover, Movie Buff, Computer Whiz and Ultimate Entertainment
Enthusiast).  

     --  Foundation Series packages that allow consumers
flexibility to create a solution specific to their needs and
ensure new homes are wired for the technology and entertainment
people use every day.  

"Teaming with Lundgren Bros. gives our Networked Home Solutions
packages exposure with people who are looking to optimize
entertainment options in their homes," said Sean Skelley, vice
president of Strategic Planning and Business Development for
Best Buy. "By delivering benefits that are simple to use and
easy to understand, Networked Home Solutions provides Lundgren
Bros.' homebuyers the opportunity to enhance the products and
services they currently own."

A member of the Lennar Family of Builders, Lundgren Bros. has
built award-winning homes in the Twin Cities' most desirable
communities since 1970. Lundgren Bros. has won several awards
for excellence in design and construction, including a Grand
Award from the National Association of Home Builders (NAHB) and
Professional Builder and Remodeler magazine.

"Our partnership with Best Buy translates to a big advantage to
our homebuyers," said Peter Beucke, AIA, vice-president of
Sales, Marketing and Architecture for Lundgren Bros. Homes.
"Best Buy's Networked Home Solutions make it easy to choose a
state-of-the-art system for both the novice and the techno-savvy
homebuyer."

Lundgren Bros. Homes featuring Best Buy's Networked Home
Solutions will be featured in the following Twin Cities-area
communities: Glendalough (Rosemount); Trevar (Lakeville);
Stonecliffe (Eagan); Cascades (Plymouth); Prairie Lakes
(Lakeville); and Vasserman Ridge (Chanhassen).

To learn more about Networked Home Solutions, visit Lundgren
Bros. models on the Parade of Homes Spring Preview(SM) and
experience the benefits of home networking technology. The
Parade models at Glendalough will also demonstrate the features
of the new iCEBOX, an all-in-one entertainment center for the
kitchen. Features include television, DVD/Audio CD player,
broadband Internet access, FM radio, home video monitoring,
washable keyboard and remote and a touch screen LCD monitor with
stylus.

Best Buy Stores LP, owned and operated by Minneapolis-based Best
Buy Co., Inc., is one of the nation's leading specialty
retailers of technology and entertainment products and services.
Best Buy was founded in St. Paul, Minn. in 1966. Best Buy Stores
reach an estimated 300 million consumers per year through more
than 500 retail stores in 48 states and online at BestBuy.com.
For more information about Best Buy, visit the virtual pressroom
at http://onlinepressroom.net/bestbuy

Minneapolis-based Best Buy Co., Inc., (NYSE:BBY) is one of North
America's leading specialty retailers of consumer electronics,
personal computers, entertainment software and appliances. The
Company operates retail stores and commercial web sites under
the names: Best Buy (BestBuy.com), Future Shop (FutureShop.ca),
Geek Squad (GeekSquad.com), Magnolia Hi-Fi (MagnoliaHiFi.com),
Media Play (MediaPlay.com), Sam Goody (SamGoody.com), and
Suncoast (Suncoast.com). The Company reaches consumers through
nearly 1,900 retail stores in the U.S., Canada, Puerto Rico and
the U.S. Virgin Islands.

Best Buy's 0.684% bonds due 2021 are currently trading at about
70 cents-on-the-dollar.


CANMINE RESOURCES: Director William Ferreira Resigns
----------------------------------------------------
Canmine Resources Corporation (TSX Symbol: CMR) reports that
William S. Ferreira has resigned from his position as director
of the corporation. The company has six other directors who
remain and who wish to thank Mr. Ferreira for his years of
service and contribution to the company.

With respect to the company's progress under CCAA (the
Companies' Creditors Arrangement Act), various discussions have
taken place among the interested parties since the new year with
several alternatives being put forward.

Edward L. Ellwood, President and CEO comments: "While a
restructuring plan hasn't been agreed upon, at a minimum I think
the alliances and ultimate interests are better understood."

Canmine is presently under a CCAA protection Order that expires
February 28, 2003. The company hopes to be in a position to
present a Plan of Compromise or Arrangement to the Court on or
before that date.


CENDANT CORP: Commences Tender Offer for 7-3/4% Notes due 2003
--------------------------------------------------------------
Cendant Corporation (NYSE: CD) commences a tender offer to
purchase the remaining $945,819,000 principal amount of its
outstanding 7-3/4% Notes due December 1, 2003, at a price of
$1,044.50 per $1,000 principal amount of Notes, in cash, plus
accrued and unpaid interest on the Notes to, but not including,
the date of payment.  A portion of the proceeds from the
Company's recently closed $2.0 billion bond issue will finance
this repurchase of debt. The tender offer will expire at 5:00
p.m., Eastern Standard Time, on January 27, 2003, unless
extended.  JP Morgan and Salomon Smith Barney are the dealer
managers for the tender offer.  Mellon Investor Services LLC is
the information agent for this offer.

The tender offer will not have a material impact on Cendant's
full-year 2003 earnings per share.  The premium to carrying
value that Cendant will pay in connection with the tender offer
will be treated as an expense in the first quarter and therefore
the tender offer will reduce first quarter earnings by $0.01 to
$0.02 per share.  This impact will be offset by reduced interest
expense over the remaining quarters of 2003.

Copies of the Offer to Purchase, dated January 16, 2003, and
other related documents will be mailed to all holders of the
Notes.  Subject to applicable law, Cendant may, at its sole
discretion, waive any condition applicable to the tender offer
and may extend or otherwise amend the tender offer.  The tender
offer is not conditioned on a minimum amount of Notes being
tendered. The consummation of the tender offer is subject to
certain conditions described in the Offer to Purchase.

If a holder of the Debentures or Notes desires to tender those
securities pursuant to the Offers, the holder may do so through
Depository Trust Corporation's ATOP program or by following the
instructions in the offering documents.

Questions concerning the terms of the tender offer may be
addressed to JP Morgan at 1-866-834-4666 or Salomon Smith Barney
at 1-800-558-3745. Questions related to the mechanics of the
tender offer and requests for copies of the Offer to Purchase
and other related documents may be obtained by contacting Mellon
Investor Services LLC at (866) 894-3618.

Cendant Corporation is primarily a provider of travel and
residential real estate services.  With approximately 90,000
employees, New York City-based Cendant provides these services
to businesses and consumers in over 100 countries.

At September 30, 2002, Cendant's balance sheet shows that total
current liabilities exceeded total current assets by about $1.3
billion.


CENDANT: Agrees to Indemnify FHA for Potential Loss on Loans
------------------------------------------------------------
Cendant Corporation (NYSE: CD), which has a working capital
deficit of about $1.3 billion (as at September 30, 2002), issued
a response to an article in the Wall Street Journal regarding
loans submitted to the Federal Housing Administration (FHA).

The Department of Housing and Urban Development (HUD) recently
conducted an audit into FHA loans and determined, together with
Cendant, that approximately 1,000 loans submitted to FHA were
improperly processed and submitted.  This was attributed to
unprecedented volume. The process has been subsequently
corrected.  The issue is limited to approximately 1,000 out of
786,000 loans that the company serviced as of December 31, 2002.

HUD did not assess any penalties against the Company.  The
Company has agreed to indemnify the FHA for any potential loss
on this small number of loans.  The potential amount is
immaterial to both Cendant and its mortgage company operations
and has been fully reserved.  HUD indicated that it was
impressed by the corrective actions taken by the Company.

Cendant Corporation is primarily a provider of travel and
residential real estate services. With approximately 90,000
employees, New York City-based Cendant provides these services
to businesses and consumers in over 100 countries.


CHAMPION ENTERPRISES: Unit Arranges $75MM Bank Credit Facility
--------------------------------------------------------------
Champion Enterprises, Inc.'s (NYSE: CHB) wholly-owned
subsidiary, Champion Home Builders Co., entered into a three-
year, $75 million revolving credit facility with Congress
Financial Corporation (Central), a subsidiary of Wachovia Bank,
N.A.  The facility will be used for general corporate purposes
and in support of the company's letters of credit. Previously,
Champion did not have a bank credit facility.

Champion's Executive Vice President and Chief Financial Officer,
Phyllis A. Knight, commented, "We're pleased to finalize this
credit facility, which immediately improves our short-term
liquidity and provides necessary operating flexibility for the
company.  We are now able to free up restricted cash and cash
deposits, which will provide further liquidity cushion.  We will
continue to focus on maintaining a strong liquidity position,
particularly while challenging market conditions persist."

Availability under the new line is subject to a borrowing base.  
Amounts outstanding under the facility are secured by Champion's
assets, including cash, accounts receivable, inventories,
property, plant, and equipment and other assets.  The agreement
contains certain financial covenants that require the company to
achieve established targets only in the event that its liquidity
falls below $35 million.  At December 28, 2002 the company had
$77 million in unrestricted cash, $52 million in restricted cash
and $16 million in cash deposits.

Champion Enterprises, Inc., headquartered in Auburn Hills,
Michigan, is the industry's leading manufacturer and has
produced nearly 1.6 million homes since the company was founded.  
The company operates 37 homebuilding facilities in 16 states and
two Canadian provinces and 119 retail locations in 24 states.  
Independent retailers, including 636 Champion Home Center
locations, and approximately 600 builders and developers also
sell Champion-built homes.  The company also provides financing
for retail purchasers of its homes.  Further information can be
found at the company's Web site at http://www.championhomes.net
    
                          *     *     *

As reported in the Troubled Company Reporter's Aug. 20, 2002
edition, Standard & Poor's Ratings Services placed its ratings
on Champion Enterprises Inc., and its subsidiary, Champion Home
Builders Co., on CreditWatch with negative implications. The
CreditWatch placements follow Champion's announcement
that it will incur significant restructuring charges as it
attempts to further rationalize its operations in the face of a
prolonged recession in the manufactured home building industry.

The manufactured housing industry has entered its fourth year of
a down cycle that was initially caused by poor lending
practices. A previously anticipated recovery continues to be
forestalled by the persistent scarcity of retail consumer
financing. According to the Manufactured Housing Institute,
manufactured home shipments were down another 2.6% during the
first five months of 2002. The Institute's current projections
of relatively flat shipments for the full year 2002 now appear
overly optimistic, given the continued limited availability of
consumer financing, and in particular, the present difficulties
faced by Conseco Inc. ('SD'), the nation's largest supplier of
retail consumer financing for the manufactured housing industry.

             Ratings Placed On CreditWatch Negative

                                           Rating
                                     To               From
      Champion Enterprises Inc.
        Corporate Credit Rating          BB-/Watch Neg     BB-
        $200 mil. 7.625% senior unsecured
        notes due 2009                   B/Watch Neg       B
      Champion Home Builders Co.
        Corporate Credit Rating          BB-/Watch Neg     BB-
        $150 mil. 11.25% senior unsecured
        notes due 2007                   B/Watch Neg       B


CHOICE ONE COMMS: Names Terry Nulty Sr. Vice President of Sales
---------------------------------------------------------------
Choice One Communications Inc. (OTC Bulletin Board: CWON), an
Integrated Communications Provider offering facilities-based
voice and data telecommunications services, web hosting, design
and development to small and medium-sized businesses, announced
that Terry Nulty has joined the company as Senior Vice President
of Sales.

Previously, Terry was President of Element K (formerly Ziff
Davis Education), a leading provider of e-Learning solutions for
business and technology skills serving Fortune 1000 companies,
universities, government organizations and training partners.
Under Terry's leadership, Element K substantially expanded its
online business and more than doubled its overall revenue by
creating and implementing innovative product strategies and
securing strategic business partnerships.

"We are very fortunate to have Terry join our senior leadership
team," commented Steve Dubnik, Chairman and Chief Executive
Officer. "With half a million lines in service and more than
100,000 clients, we need to diversify our sales efforts and
develop new channels for acquiring business. Terry's proven
track record of effective sales leadership will help us to both
expand our retail direct sales and develop strategic
partnerships that enable Choice One to build on our substantial
client base and continue to grow our business profitably."

"Choice One is a well managed company with a great culture and a
strong track record of execution," stated Nulty. "In just four
short years, Choice One has amassed nearly 10% market share
across the markets where we compete. However, with almost 90% of
the market still owned by the local telephone companies, there
continues to be tremendous room for growth. I am thrilled to
have the opportunity to bring my strategic vision to Choice
One's sales organization and contribute to the company's future
success."

Terry joined Ziff Davis Education in 1996 as general manager of
the company's training center operations. He was promoted to
Vice President, Sales and Marketing in 1998 and to President in
1999.

Prior to joining Ziff Davis Education, Terry spent 15 years at
Eastman Kodak Company in a variety of sales, marketing and staff
positions, both domestic and international. He last served as
regional manager for business technology products in the Kodak
Office Imaging division. He began his career in 1978 at IBM
Corp.

Terry received an MBA in marketing management from Fairleigh
Dickinson University and a BA degree in business management from
State University of New York at Oswego.

Headquartered in Rochester, New York, Choice One Communications
Inc., (OTC Bulletin Board: CWON) is a leading integrated
communications services provider offering voice and data
services including Internet and DSL solutions, and web hosting
and design, primarily to small and medium-sized businesses in
second and third-tier markets.

Choice One, with a total shareholders' equity deficit of about     
$452 million at Sept. 30, 2002, currently offers services in 29
markets across 12 Northeast and Midwest states. At September 30,
2002, the company had nearly 500,000 lines in service and more
than 100,000 accounts. The company's annualized revenue run rate
is approximately $300 million, based on third quarter 2002.

For further information about Choice One, visit its Web site at
http://www.choiceonecom.com


COMMODORE APPLIED: Fails to Meet Certain AMEX Listing Criteria
--------------------------------------------------------------
Commodore Applied Technologies, Inc. (AMEX: CXI), announced that
on January 9, 2003, it received notice from the American Stock
Exchange that AMEX intends to file an application with the
Securities and Exchange Commission to delist the Company's
common stock because of the Company's failure to meet certain
continued listing standards. The standards that were not met
related to the Company's losses from continuing operations over
the five most recent fiscal years, the Company's failure to meet
specified thresholds for stockholder's equity and the Company's
failure to hold an annual meeting of stockholders.

The Company has appealed this determination and requested a
hearing before a committee of AMEX. The Company anticipates that
the Company's securities will continue to trade on AMEX until a
determination by AMEX following the oral hearing. There can be
no assurance that the Company's request for continued listing
will be granted or that the Company's securities will continue
to trade on AMEX in the future.

The Company previously announced on June 17, 2002 that the
Exchange had granted the Company an extension of time to regain
compliance with the continued listing standards. The Company was
subject to periodic review by Exchange Staff during this
extension period. The Company's failure to make progress
consistent with the AMEX approved management plan, or to regain
compliance with the continued listing standards by the end of
the extension period, has resulted in the issuance of the
January 9, 2003 letter that could result in the Company being
delisted from the American Stock Exchange.

Commodore Applied Technologies, Inc., is a diverse technical
solutions company focused on high-end environmental markets. The
Commodore family of companies includes subsidiaries Commodore
Solution Technologies, Commodore Advanced Sciences and Commodore
Government Technologies, Inc. The Commodore companies provide
technical engineering services and patented remediation
technologies designed to treat hazardous waste from nuclear and
chemical sources. More information is available on the Commodore
Web site at http://www.commodore.com  

Commodore Applied Technologies' September 30, 2002 balance sheet
shows a working capital deficit of about $4.2 million, and a
total shareholders' equity deficit of about $3.7 million.

                            
CONSECO INC: US Trustee Appoints Unsecured Creditors' Committee
---------------------------------------------------------------
Ira Bodenstein, United States Trustee for Region 11, convened an
organizational meeting on January 3, 2003 in Chicago.  Mr.
Bodenstein reminded creditors that this is not the first
official meeting of creditors required under 11 U.S.C. Sec.
341(a).  That meeting will be scheduled at a later date and all
known creditors will be advised by mail of the time, date and
place for that meeting at which a corporate officer will be
required give testimony under oath about the company's financial
affairs.

Scores of creditors indicated their willingness to serve on one
or more official committees to represent their interests.

Based on those creditors' responses to the U.S. Trustee's
questionnaires, Mr. Bodenstein determined that the interests of
the creditors will be adequately represented by a seven-member
Official Committee of Unsecured Creditors in the Conseco
Debtors' Chapter 11 cases, composed of:

    1. The Bank of New York
       One Wall Street, 16th Floor
       New York, NY 10286
       Attn: Stephen C. Brennan

    2. Bank Of America, N.A.
       231 South LaSalle St., 10th Floor
       Chicago, IL 60697
       Attn: Bridget A. Garavalia

    3. Angelo, Gordon & Co., L.P.
       245 Park Avenue, 26th Floor
       New York, NY 10013
       Attn: Jed A. Hart

    4. Appaloosa Management L.P.
       26 Main Street, 1st Floor
       Chatham, NJ 07928-2402
       Attn: James Bolin

    5. HSBC Bank USA
       Issuer Services
       452 Fifth Avenue
       New York, NY 10018
       Attn: Robert A. Conrad

    6. Metropolitan West Asset Management
       11766 Wilshire Boulevard, Suite 1580
       Los Angeles, CA 90025
       Attn: James Farnham

    7. First Pacific Advisors, Inc.
       11400 West Olympic Blvd., Suite 1200
       Los Angeles, CA 90064
       Attn: Robert Rodriguez
(Conseco Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

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


CONTINENTAL AIRLINES: Earns BBBOnLine Privacy Seal
--------------------------------------------------
Continental Airlines (NYSE: CAL) earned the BBBOnLine Privacy
Seal after a rigorous review of the airline's online privacy
policy and practices by BBBOnLine.

"The Privacy Seal demonstrates our commitment to protecting the
privacy of our customers online," said Kevin McKenna, managing
director of electronic marketing for Continental Airlines.  "As
we continue to enhance our Web site to offer more options and
convenience for customers, we also want to ensure that their
privacy online is a top priority."

"Continental has shown the strongest dedication to protecting
its online customers' privacy by participating in the BBBOnLine
Privacy Program and posting the BBBOnLine Privacy Seal on their
Web site," said Charlie Underhill, chief operating officer of
BBBOnLine.  "We commend them for helping to build consumer trust
and confidence in the Internet."

To earn the BBBOnLine Privacy Seal, companies undergo an
extensive review to verify that they handle their online
customers' personal data according to the program requirements.  
Web sites qualifying for the seal must post a privacy policy
that is easy to find, read and understand.  The posted policy
must include information on choice, access to data, transfer of
information to third parties, data integrity, and security.

In addition, seal holders agree to participate in the programs
dispute resolution system that provides a consumer-friendly
dispute settlement process and offers specific consequences for
non-compliance, such as seal withdrawal, publicity and referral
to government enforcement agencies.

Continental displays the Privacy Seal on its Web site on the
home page as well as in the privacy policy at
http://www.continental.com/travel/policies/privacy

Additional information about the BBBOnLine Privacy and
Reliability Seal Programs can be found at
http://www.bbbonline.org

BBBOnLine -- http://www.bbbonline.org-- brings the Better  
Business Bureau system's 90 years of experience in consumer
protection and business self-regulation to e-commerce.  Guided
by its mission to promote consumer trust on the Internet, and
working in concert with the 140 local BBBs in the United States
and Canada, BBBOnLine encourages sound and ethical online
business practices through its Privacy program, Reliability
program and the BBB Code of Online Business Practices.

Continental Airlines is the world's sixth-largest airline and
has more than 2,000 daily departures.  With 131 domestic and 93
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 41 million passengers per year on the newest jet
fleet among major U.S. airlines.  With 48,000 employees,
Continental is one of the "100 Best Companies to Work For in
America."  Fortune ranked Continental the No. 2 Most Admired
Global Airline and No. 30 Most Admired Global Company in
March 2002.  For more company information, visit
http://www.continental.com

As reported in Troubled Company Reporter's November 22, 2002
edition, Fitch downgraded approximately $300,000,000 City of
Houston, Texas Airport System special facilities revenue bonds
(Continental Airlines, Inc. Terminal E Project) series 2001 to
'B-' from 'B'. On Oct. 30, 2002, Fitch lowered the debt rating
for Continental Airlines, Inc., senior unsecured obligations to
'CCC+' from 'B-.' The special facilities bonds are inextricably
linked to the credit rating and strength of Continental
Airlines. However, Fitch continues to maintain a slightly higher
rating on the special facilities bonds because of the re-let
provisions in the lease and various gate and enplanement related
demand issues. The Rating Outlook for both the special
facilities bonds and Continental Airlines remains Negative.

The special facilities bonds were issued to finance the Terminal
E project, which Continental Airlines intends to use as its
primary international terminal at George Bush Intercontinental
Airport (IAH) and to use as a gateway to Latin America. Key
credit factors include the special facilities lease with the
city, which provides airport management with the ability to re-
let the facility if Continental Airlines was to default. Fitch
views the re-let provision and the profitability of the IAH hub
for Continental as fundamental to the 'B-' rating.

Credit concerns include the viability of the lessee (security
for the bonds is derived primarily from Continental Airlines'
lease payments), which is rated well below investment grade and
faces industry-wide pressures. The recent Continental Airlines
downgrade reflects the continuing impact of a weak domestic
airline revenue environment on Continental's cash flow
generation and deteriorating liquidity outlook. Despite the fact
the Continental's operating results have consistently beaten
those of its major network competitors and should continue to do
so (largely as a result of both a revenue premium and a better
operating cost structure), the airlines are facing several
quarters of weak operating cash flow and high fixed financing
obligations (interest, aircraft, and facilities rents, scheduled
amortization payments and pension contributions). Continental is
likely to see a reduction in its cash balances.

Continental Airlines' 8.00% bonds due 2005 (CAL05USR1) are
trading at about 65 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for  
real-time bond pricing.


COVANTA ENERGY: Seeks Stay Relief to Resolve OSHCC Interests
------------------------------------------------------------
Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that prior to March 1999, Covanta Energy
Corporation was actively involved in the entertainment and
aviation services industries. One aspect of Covanta's
entertainment business involved facility management and
maintenance services at various convention centers, arenas and
public facilities.  In 1994, Ogden Palladium Services (Canada)
Inc. -- the Manager, a non-debtor subsidiary of Covanta, entered
into a 30-year Management Agreement with Palladium Corporation,
the owner of a 19,000-seat multi-purpose indoor arena in Ottawa,
Ontario, Canada.  Under the Management Agreement, Ogden agreed
to provide complete facility management and concession services
at the Arena.

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

Ms. Buell reports that under the terms of the Management
Agreement, the Manager agreed, among other things:

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

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

(iii) to make certain contributions to OSHC's working capital
      needs.

Covanta guaranteed the Manager's obligations, as well as
portions of the principal and interest of OSHC's senior term
bank debt.

In recent years, Ms. Buell informs Judge Blackshear, the Team
has experienced financial difficulties as a result of, among
other things, low attendance rates, weak season ticket sales,
devaluation of the Canadian dollar and a downturn in the private
sector of the local economy.  Team owner, OSHC, sought financing
from various sources, including the National Hockey League,
certain banking institutions and Covanta, to fund the Team's
operations and its obligations to the Arena under the License
Agreement and other related agreements.

Covanta made these loans to OSHC:

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

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

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

According to Ms. Buell, the Covanta Team Loans are secured by
substantially all of OSHC's assets, including the NHL franchise,
but are junior to:

  (a) a CDN$14,300,000 loan by NHL;

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

  (c) a CDN$5,000,000 revolving facility, by Aramark
      Entertainment Services (Canada) Inc.

Furthermore, Covanta has guaranteed portions of the principal
and interest of the Senior Bank Loan.  Covanta has also
guaranteed certain scheduled dividend payments owed by OSHC to
the holders of certain distress preferred shares, which were
issued in January 1999 by a special purpose affiliate of OSHC to
temporarily replace the higher interest rate of the Senior Bank
Term Loan.  Pursuant to the guarantees, Covanta made payments in
January and December 2001 amounting to CDN$1,360,000.  However,
to date, OSHC has not fulfilled its obligations to reimburse
Covanta of these payments.  The Team, however, continued to
experience financial difficulties, including shortfalls on its
cash flow and operational funds.

With respect to the Arena, in April 1997, Covanta purchased a
$95,000,000 loan that a syndicate of banks had made to Palladium
in 1994 in connection with the construction of the Arena.  The
Arena Term Loan was secured by a first lien on Palladium's
assets, including the Arena and related assets, and by Covanta's
guarantee of the Manager's obligation to make certain working
capital advances to Palladium.  Covanta also made a
CDN$72,000,000 senor subordinated loan to Palladium, which was
secured by a second lien on Palladium's assets.  In December
1997 and February 1998, the Arena Subordinated Loan was subject
to a DPS transaction, through which a special purpose affiliate
of Palladium purchased the Arena Subordinated Loan from Covanta
with proceeds from the issuance of the DPS.

To address the Team's financial difficulties and need for new
capital, the majority shareholder of OSCH, Roderick M. Bryden,
Norfolk Capital Partners and other related interested parties
proposed to arrange a financing transaction in December 2002,
which, if completed with the consent of OSHC's secured lenders,
would generate proceeds to the Team.  Covanta obtained Court
approval of the Team Financing Transaction.  However, Ms. Buell
tells the Court, the Team Financing Transaction failed to close.

Subsequently, on January 9, 2003, OSHC and certain of its
affiliates sought protection from its creditors pursuant to the
Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice.  On the same day, OSHC asked the
Canadian Court for authority to enter into a $8,500,000
postpetition financing with CIBC and Fleet.

The Debtors, as secured creditors to the License Agreement and
other related contracts, have an interest in OSHC's CCAA
proceedings.  Thus, by this motion, Covanta asks the Court to:

A. modify the automatic stay to permit the priming of its
   security interest in OSHC's assets in connection with
   postpetition financing and the DIP Lender Charge, the
   Administrative Charge and the Directors' Charge, consistent
   with the anticipated CCAA Order; and

B. authorize it to take all necessary actions to assert,
   protect, enforce and resolve its interests in and claims
   against OSHC and Palladium in connection with any insolvency,
   reorganization or security enforcement proceeding pursuant
   to Canadian law, subject to these procedures:

   (a) Covanta will determine how it should proceed or respond
       with respect to any material application, motion,
       request, pleading or initiative in any Canadian
       insolvency, reorganization or enforcement proceeding
       involving Covanta's interests in or claims against OSHC
       or Palladium -- the Proposed Action;

   (b) Covanta will serve, by facsimile or electronic mail, a
       written notice describing the relevant Proposed Action
       to: counsel of the Committee; counsel to the agents of
       the Debtors' lenders; and counsel of the informal
       committee of 9.25% debenture holders, within five
       business days prior to take the Proposed Action;

   (c) the Committee, the Lenders or the 9.25% Committee may
       object to the Proposed Action by serving its objection
       on the Debtors' counsel, by facsimile or electronic mail,
       within four business days after receipt of the Notice of
       Proposed Action; and

   (d) in the event that a written objection is served on the
       Debtors' counsel, Covanta will not proceed with respect
       to the relevant Proposed Action without further Court
       order, for which the Debtors may seek a hearing on
       shortened notice.

Ms. Buell assures the Court that Covanta will seek to realize
the highest value for its interests in and claims against OSHC
and Palladium in connection with any insolvency, reorganization
or security enforcement proceeding pursuant to Canadian law.

Ms. Buell contends that the modification of the automatic stay
is necessary because:

  (a) it allows OSHC to obtain postpetition financing;

  (b) it ensures that Covanta is authorized to proceed to
      properly represent and protect its interests in OSHC or
      Palladium; and

  (c) it establishes procedures for keeping its creditor
      constituencies informed of these developments. (Covanta
      Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)   


CROWN CASTLE: Declares Quarterly 6.25% Preferred Share Dividend
---------------------------------------------------------------
Crown Castle International Corp., (NYSE: CCI) announced that the
quarterly dividend on its 6.25% Convertible Preferred Stock will
be paid on February 17, 2003 to holders of record on February 1,
2003.  The dividend will be paid in shares of the Company's
common stock, and the dividend rate will be announced in a press
release on or before the record date of February 1, 2003.

Contact Regarding Dividend Payments: Patti Knight, Mellon
Investor Services at 214-922-4420.

Crown Castle International Corp., engineers, deploys, owns and
operates technologically advanced shared wireless
infrastructure, including extensive networks of towers and
rooftops as well as analog and digital audio and television
broadcast transmission systems.  The Company offers near-
universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top
100 United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population.  The Company owns, operates and manages over 15,000
wireless communication sites internationally.  For more
information on Crown Castle visit: http://www.crowncastle.com

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's 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.

Crown Castle Intl Corp.'s 10.625% bonds due 2007 (CCI07USR1) are
trading at about 80 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCI07USR1for  
real-time bond pricing.


ENRON: Wants Nod for Termination Pact with State Street, et al.
---------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Corporation asks the Court to approve and
ratify the execution and delivery of, and authorize the
performance of, a Termination Agreement dated November 15, 2002
by and among Enron, State Street Bank and Trust Company of
Connecticut, N.A. -- the Trustee -- State Street Bank and Trust
Company, Credit Suisse First Boston and Credit Suisse Leasing
92A, L.P.  The Termination Agreement will satisfy all the
Parties' obligations under certain transaction documents.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that since December 1991, Enron leased from the
Trustee an office building pursuant to a lease dated
December 13, 1991, as amended, located at 1111 South 103rd
Street in Omaha, Nebraska.

At the same time, Enron made a Residual Guaranty that was
amended and restated on July 10, 1997 and a Termination Value
Agreement that was also amended and restated on July 10, 1997.  
Pursuant to the terms of the Residual Guaranty, Enron agreed to
pay the Trustee a residual amount of $20,400,000 on June 30,
2002 unless Enron or its designee had purchased the Property, or
the Trustee has exercised its rights under the Termination Value
Agreement.

Mr. Sosland tells Judge Gonzalez that on certain defaults by
Enron under the Termination Documents that allegedly have
occurred, the Trustee has the right under the Termination Value
Agreement to demand that Enron pay to the Trustee the
"Termination Value," which is an amount sufficient to enable the
Trustee to service obligations to the Purchasers in respect of
funds they extended to the Trustee to fund its acquisition of
the Property.  To facilitate a workout, the Parties to date have
refrained from exercising their rights under the Termination
Documents notwithstanding various alleged defaults by Enron.
Accordingly, the Property occupants continue to occupy the
Property notwithstanding expiration of the Lease and non-payment
of the rent, the Trustee has not exercised its right under the
Residual Guaranty or the Termination Value Agreement, Enron has
not purchased the Property and Enron has not paid the Residual
Amount.

Under the Transaction Documents, Enron allegedly owes the
Trustee $25,000,000, which comprise of the Termination Value,
unpaid rent and tax arrears -- the Claim Amount.  The Claim
Amount, if received by the Trustee, would enable it to service
obligations to the Purchasers under the Transaction Documents.

According to Mr. Sosland, the Property is occupied by Northern
Border Partners LP, an Enron affiliate, and Northern Natural Gas
Company, a former Enron affiliate sold to Dynegy, Inc.  NNG is
currently a subsidiary of MidAmerican Energy Holdings Company.

NNG is expanding its operations and is in the process of
relocating employees to Nebraska.  In connection therewith, Mr.
Sosland reports, NNG has indicated to CSFB its interest to
purchase the Property as soon as is practicable.  In fact, CFSB
and NNG have signed a purchase and sale agreement, under which
NNG agreed to buy the Property for $14,750,000 or about
$10,000,000 less than the Claim Amount.

Since the Petition Date, Enron has conducted a review of its
operations and has had numerous discussions with the Purchasers.
In this regard, Mr. Sosland relates, the Parties have agreed to
enter into the Termination Agreement to release each other from
their obligations and liabilities under the Transaction
Documents, including, without limitation, any deficiency claims
against Enron in consideration for the transfer and conveyance
of the Property from the Trustee to CFSB or its designee.

The salient terms of the Termination Agreement are:

  (a) The Instruments will be deemed cancelled, and will be
      marked "Cancelled" and surrendered to the Trustee;

  (b) The Participation Agreement and the Lease will terminate,
      and each of the parties thereto will be released and
      discharged from any further liability or obligation
      thereunder;

  (c) The Residual Guaranty and the Termination Value Agreement
      will terminate and Enron will be released and discharged
      from any liability or obligation thereunder;

  (d) The Declaration will terminate and the Trustee will be
      released and discharged from any further liability or
      obligation thereunder;

  (e) The State Street Guarantee will terminate and State
      Street will be released and discharged from any further
      liability or obligation thereunder;

  (f) Any other agreement between any of the Parties relating
      to the Property not expressly identified in the
      Termination Agreement, save and except the Purchase
      Agreement, will terminate and each of the Parties will
      be released and discharged from any further obligation
      or liability thereunder;

  (g) Each of the Parties will be released and discharged from
      any further liability or obligation to any of the other
      Parties under the Purchase Agreement;

  (h) The Parties forever release, waive and discharge any and
      all liens and encumbrances created by any of the
      Transaction Documents; and

  (i) Without limiting the generality of the terminations,
      releases, discharges and waivers, each of the Parties
      expressly waives any claims, including any deficiency
      claims, that it may assert or have asserted in the Enron
      bankruptcy case and that relate to any of the Operative
      Documents or the Termination Agreement.

After a review of the reasonable alternatives with respect to
the Property, Mr. Sosland asserts that Enron's entry into the
Termination Agreement is in the best interest of the estate and
creditors because:

  (i) it provides a full release of all claims by the Parties
      arising from or related to the Transaction Documents;

(ii) based on three recent third party appraisals of the
      Property and its actual pending sale to NNG, the value of
      the Property is less than the Claim Amount;

(iii) the Parties will resolve all issues related to the
      Transaction Documents without any litigation and
      unnecessary expense to Enron; and

(iv) it results in the final satisfaction of all claims between
      the Parties arising from or related to the Transaction
      Documents and saves substantial administrative expenses
      and preserves the assets of Enron's estate.

Furthermore, Mr. Sosland points out that even if the NNG Sale is
not consummated, the Termination Agreement provides that the
Purchasers must share with Enron 70% of all proceeds the
Purchasers receive in excess of $25,000,000 from any disposition
of the Property made during the five years after the Effective
Date.  Accordingly, Enron still remains free of deficiency
claims and would share in certain subsequent dispositions of the
Property in excess of the Claim Amount.

In addition, each of the Trustee and the Purchasers have filed
proofs of claim against Enron, expressly reserving the right to
assert a security interest in the Property in the event the
ownership interest of the Trustee in the Property sought to be
recharacterized.  Hence, Enron might be left liable for a
substantial deficiency claim to a purported secured creditor.
"The release of this claim is a benefit to Enron's estate," Mr.
Sosland argues. (Enron Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


EQUIFIN INC: Gets More Time to Meet AMEX Listing Standards
----------------------------------------------------------
On November 15, 2002, EquiFin, Inc.(AMEX:II and II,WS), received
notice from the American Stock Exchange indicating that the
Company had fallen below certain of the Exchange's continued
listing standards due to losses in two out of its three most
recent fiscal years and with shareholders' equity of less than
$2,000,000 and losses from continuing operations in three out of
its four most recent fiscal years with shareholders' equity of
less than $4,000,000.

The Company was afforded the opportunity to submit a Plan to the
AMEX showing the prospect of returning to compliance with the
Exchange's continued listing requirements. On December 13, 2002,
the Company presented its Plan exhibiting this potential to the
Exchange. On January 13, 2003, the Exchange notified the Company
that it accepted the Company's proposed plan showing the
prospect of returning to compliance and granted the Company an
extension of eighteen months to regain compliance with AMEX'
continued listing standards. During this period, the Company's
common stock will continue to trade on the AMEX, but the Company
will be subject to periodic review by the Exchange Staff during
the extension period. Failure by the Company to make progress
consistent with the Plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the American
Stock Exchange.

                          *     *     *

In its Form 10-Q report filed with the Securities and Exchange
Commission on November 15, 2002, the Company said:

"In December 2001, Equinox Business Credit Corp., an 81% owned
subsidiary of the Company, entered into a Loan and Security
Agreement with Foothill Capital Corporation, which provides for
the initiation of a $20,000,000 revolving credit facility. The
agreement provides for interest at the prime rate plus 1.25%
(equal to 6% at September 30, 2002). Equinox is permitted to
borrow under the Credit Facility at up to 85% of the borrowing
base, which consists of eligible purchased accounts and eligible
notes receivable, as defined in the Agreement. Under the terms
of the Agreement, Equinox must maintain tangible net worth
(including subordinated debt) of $3,000,000; a leverage ratio,
as defined, of not more than 5 to 1 and, beginning in April
2003, an interest coverage ratio of not less than 1.1 to 1,
increasing to 1.25 to 1 beginning April 2004. All the assets and
the capital stock of Equinox are pledged to secure the Credit
Facility, which is also guaranteed by the Company. The Agreement
matures December 31, 2004. There was $5,720,000 outstanding on
the Credit Facility at September 30, 2002.

"At September 30, 2002, Equinox had a net worth of $2,860,000
compared to the minimum requirement under the Credit Facility of
$3,000,000. The shortfall was subsequently cured by capital
contributions from EquiFin, Inc. The operating results for
Equinox will not be adequate to continue meeting this net worth
requirement during the fourth quarter of 2002 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required. In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through September 30,
2002, operated as a negative cash flow business. EquiFin has
provided operating cash to Equinox to cover such cash
shortfalls. EquiFin is continuing its private placement of notes
so that it will be in a position to continue to provide Equinox
with capital for its operating needs and net worth coverage.

"If EquiFin is unable to sell notes on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with Foothill on the
net worth requirement of its Credit Facility. There can be no
assurance Foothill would consent to this request. If sufficient
cash is not timely available for Equinox' operating needs, a
reduction in operating expenses would be required to continue
Equinox' operations.

"Advances by the lender under the Credit Facility for loans
initiated by Equinox are equal to 85% of the capital provided to
the borrower, with Equinox providing the additional 15% of
capital. In December 2001, the Company commenced a private
placement of up to $1,500,000 of five-year notes to provide the
Company with additional working capital and capital to invest in
the development of its loan portfolio. Through September 30,
2002, $561,000 of 11% subordinated notes and $470,000 of 13%
secured notes had been sold. The Company is continuing its
placement of notes in view of the requirement that the Company
has 15% invested in each loan that is initiated under the Credit
Facility. The growth of Equinox' loan portfolio during 2003 will
be dependent on the Company's ability to raise additional
capital."


EXODUS COMMS: Sues to Recover $21 Million from 18 Creditors
-----------------------------------------------------------
Jeremy W. Ryan, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that within 90 days prior to the
Petition Date, Exodus Communications, Inc., and debtor-
affiliates transferred its property to or for the benefit of
various creditors, including:

                   Creditor                   Amount
       ---------------------------------    ----------
       Infomart New York LLC                  $295,613
       Cyberex LLC                             707,732
       Focal Inc.                              492,159
       Deutsche Financial Services Corp.       319,831
       Heller Financial Inc.                   165,668
       Skytel Corp.                            134,002
       MRA Systems Inc.                      1,665,251
       GE Digital Energy                       695,405
       MRA Systems Inc.                         54,482
       300 Boulevard East LLC                1,217,280
       Sobrato Interests III LP                386,677
       Communications Supply Corp.           1,195,171
       City of Santa Clara Utilities         2,539,700
       Pinkerton Inc.                        2,557,482
       AT&T Corporation                      6,165,288
       Forest Electric Corporation           1,478,803
       Eden Ventures LLC                     1,183,892
       Archer Management Services            1,507,943

The Debtors made each of the Transfers to the Creditors on
account of antecedent debts owed.  The Debtors were insolvent at
the time it made each of the Transfers to the Creditors.

Mr. Ryan informs the Court that on July 22, 2002, the Debtors'
counsel sent a letter to each of the Creditors demanding that
they return the Transfers to the Debtors.  The Demand Letter
further stated that if the Creditors did not respond within 30
days, the Debtors would assume that the facts set forth in the
Demand Letter were accurate and would commence an action to
avoid and recover the Transfers.  As of January 8, 2003, the
Creditors have not returned the Transfers to the Debtors.

Mr. Ryan argues that Section 547(b) of the Bankruptcy Code
renders avoidable any transfer of an interest of the debtor in
property under these conditions:

    A. to or for the benefit of a creditor;

    B. for or on account of an antecedent debt owed by the
       debtor before the transfer was made;

    C. made while the debtor was insolvent;

    D. made on or within 90 days before the Petition Date; and

    E. that enables the creditor to receive more than it would
       receive if these conditions were met:

       -- the case was a case under Chapter 7;

       -- the transfer had not been made; and

       -- the creditor received payment of such debt to the
          extent provided by the provisions of this title.

Mr. Ryan believes that the Debtors are entitled to avoid each of
the Transfers pursuant to Section 547(b) of the Bankruptcy Code
and that the Debtors are entitled to recover from the Creditors
the value of each of the Transfers pursuant to Section
550(a)(1). Section 502(d) provides that:

     "[n]otwithstanding subsections (a) and (b) of this section,
     the   court shall disallow any claim of any entity from
     which property is recoverable under section 542, 543, 550,
     or 553 of this title or that is a transferee of a transfer
     avoidable under section 522(f), 522(h), 544, 545, 547, 548,
     549, or 724(a) of this title, unless such entity or
     transferee has paid the amount, or turned over any such
     property, for which such entity or transferee is liable
     under section 522(i), 542, 543, 550, or 553 of this title.
     11 U.S.C.  502(d)."

Any claims of the Creditors against the Debtors must be
disallowed under Section 502(d) until the Creditors pay to the
Debtors the value of the Transfers.

Accordingly, the Debtors ask the Court to:

    A. enter a judgment in their favor and against the Creditors
       avoiding the Transfers pursuant to Section 547(b);

    B. enter a judgment in their favor and against the Creditors
       pursuant to Section 550(a)(1) in the amount of the
       transfer, plus pre-judgment interest from the date of the
       Debtors' Demand Letter, and post-judgment interest, fees
       and costs to the extent provided by law; and

    C. disallow any claims of the Creditors against the Debtors
       pursuant to Section 502(d). (Exodus Bankruptcy News,
       Issue No. 29; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


FAO: Wants to Continue Employing Ordinary Course Professionals
--------------------------------------------------------------
FAO, Inc., and its debtor-affiliates request authority from the
U.S. Bankruptcy Court for the District of Delaware to retain
professionals utilized in the ordinary course of business

While the Debtors have a limited need for Ordinary Course
Professionals, they recognize the importance of the services
that such professionals render on behalf of their estates.
Consequently, the Debtors desire to continue to utilize the
Ordinary Course Professionals to render services similar to
those rendered prior to the Petition Date.

The Debtors assure the Court that no Ordinary Course
Professional law firm will receive payment for postpetition
services rendered until the professional files an affidavit with
the Court setting forth that the Professional does not represent
or hold any interest adverse to the Debtors or their estates.

The Debtors want to pay each Ordinary Course Professional 100%
of the fees and disbursements incurred, without prior
application to the Court by such professional, subject to a
$25,000 per month cap for all professionals.

Although certain of the Ordinary Course Professionals may hold
unsecured claims against the Debtors with respect to prepetition
services, the Debtors do not believe that any of the Ordinary
Course Professionals have an interest adverse to the Debtors or
other parties in interest to preclude such professional from
continuing to represent the Debtors.

FAO, Inc., along with its wholly-owned subsidiaries, is a
specialty retailer of high-quality, developmental, educational
and care products for infants and children and high quality
toys, games, books and multimedia products for kids through age
12. The Company filed for Chapter 11 protection on January 13,
2003. Rebecca L. Booth, Esq., Mark D. Collins, Esq., and Daniel
J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A. and
David W. Levene, Esq., and Anne E. Wells, Esq., at Levene,
Neale, Bender, Rankin & Brill, represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $257,400,000 in total assets and
$238,374,000 in total debts.


FEDERAL-MOGUL: Wrestles with Dana Corp. over Unresolved Claims
--------------------------------------------------------------
In 1998, Federal-Mogul Corporation entered into a consent order
with the Federal Trade Commission that required them to divest
relevant assets in T&N plc within a six-month period.  The FTC
had investigated the Debtors' acquisition of T&N and determined
that the transaction resulted in antitrust violations.  The
Consent Order required the Debtors to divest several operations,
most notably Glacier Vandervell, Inc., a former T&N subsidiary.
Glacier Vandervell manufactures and sells thinwall bearings for
use in vehicles and other industrial applications and has
operations at several locations in the United States and in
several foreign countries.

Subsequently, the Debtors entered into a Master Purchase
Agreement with Dana Corporation on October 26, 1998 for the
purchase of several of the Debtors' direct and indirect
subsidiaries, including Glacier Vandervell.  Due to the
complexity of the transaction, the Debtors and Dana executed
sub-agreements that addressed discrete portions of the unified
transaction controlled by the Master Purchase Agreement,
including:

1. a Local Share Sale Agreements to effectuate the divestiture
   of the business units;

2. a U.S. Environmental Indemnity Agreement and a Non-U.S.
   Environmental Indemnity Agreement, which obligates the
   Debtors to indemnify Dana for the environmental liabilities
   associated with Glacier Vandervell's operations; and

3. A Letter of Guarantee by Federal-Mogul Corporation, which
   unequivocally obligates it to guarantee the performance and
   payment as principal debtor of all the obligations of its
   affiliated entities arising out of all the Agreements.

The Glacier Vandervell sale closed on December 18, 1998.  But as
Glacier Vandervell operated manufacturing facilities at several
locations in the United States and Europe, it incurred
substantial environmental liabilities.

David E. Wilks, Esq., at White And Williams LLP, in Wilmington,
Delaware, alleges that, due to the compressed time period
imposed by the Commission on the Glacier Vandervell divestiture,
Dana was not given the opportunity to perform the usual due
diligence necessary to assess, estimate and account for all the
known and potential environmental liabilities associated with
Glacier Vandervell's operations.  Dana was therefore unable to
incorporate those liabilities into its purchase price for the
Glacier Vandervell assets.

Nevertheless, Mr. Wilks says, the Debtors took responsibility
and reimbursed Dana for a portion of its outlays.  There remain,
however, several million dollars of expenditures that Dana has
already made which the Debtors have not yet reimbursed.  Mr.
Wilks reports that the Debtors have accepted liability for but
not paid:

  -- $1,014,001 under the U.S. Environmental Indemnity Agreement
     for expenses that Dana has already incurred.  Dana expects
     to incur another $4,270,200 in costs under this Agreement;
     and

  -- $2,528,079 under the Non-U.S. Environmental Indemnity
     Agreement for expenses that Dana has already incurred.
     Dana expects to incur an additional $4,565,000 in costs
     under this Agreement.

Dana also incurred $304,537 under the U.S. Indemnity Agreement
and $4,375 under the Non-U.S. Indemnity Agreement that Debtors
currently dispute.  Dana expects it will incur another
$3,000,000 and $864,000 in expenses under the U.S. Indemnity
Agreement and Non-U.S. Indemnity Agreements that Debtors are
expected to dispute.

On the other hand, the Debtors also have instituted litigation
against Dana before the High Court of Justice, Queen's Bench
Division, Commercial Court seeking payment for Dana's alleged
indemnification obligations to them.  Mr. Wilks notes that the
Local Share Sale Agreement provided for the allocation of
Debtors' and Dana's obligations for the payment of taxes for
Glacier Vandervell's activities.  In the lawsuit, the Debtors
want to apply this provision to certain Ohio franchise taxes
incurred as a result of Glacier Vandervell's operations.  Mr.
Wilks relates that Dana has denied that it bears any liability
to the Debtors for those claims.  The Debtors assert a total of
$3,206,504 in claims against Dana.

In view of the parties' claims against each other, Dana now asks
the Court to:

(i) declare that it has a right to exercise recoupment in the
     amount of any judgment entered against it in the U.K.
     Litigation up to the amount of its claims against the
     Debtors under the Environmental Indemnity Agreements and
     the Letter of Guarantee;

(ii) declare its claims under the Environmental Indemnity
     Agreements and Letter of Guarantee allowed unsecured claims
     to the extent that they exceed the amount of any judgment
     entered against it in the Litigation; and

(iii) restrain and enjoin the Debtors and all those acting on
     their behalf and in concert or participation with them from
     executing or seeking to execute on any judgment entered
     against it in the Litigation.

Mr. Wilks contends that the circumstances warrant recoupment
because:

  (a) the Debtors and Dana have agreed that their obligations to
      each other would be similar in all respects;

  (b) the Master Purchase Agreement creates identical and mutual
      indemnification obligations on both sides of the
      transaction; and

  (c) the Guarantee obligates Federal-Mogul Corporation to
      guarantee the performance and payment under the
      Master Purchase Agreement and both Environmental Indemnity
      Agreements.  The Guarantee assured Dana that Federal-Mogul
      was responsible for all payments due to Dana under those
      agreements.

Mr. Wilks points out that each of the parties' agreements was
integral to the Glacier Vandervell divestiture.

"Together, they form a single, unified and integrated
transaction," Mr. Wilks says.  "Neither the Local Share Sale
Agreement nor the Environmental Indemnification Agreements would
exist but for Dana's purchase of Glacier Vandervell."

Mr. Wilks also argues that, if the Court does not restrain and
enjoin the Debtors from executing or seeking to execute on a
judgment arising out of the Litigation, Dana will be irreparably
harmed because it will effectively lose its right to recoup
those amounts from the Debtors. (Federal-Mogul Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENCORP INC: Annual Shareholders' Meeting Slated for March 26
-------------------------------------------------------------
The Board of Directors of GenCorp Inc., (NYSE: GY) set a record
date of February 3, 2003 at 5:00 p.m. Eastern Standard Time for
determining the shareholders of record entitled to vote at the
Annual Meeting of Shareholders to be held March 26, 2003.

GenCorp is a technology-based company with leading positions in
the aerospace and defense, pharmaceutical fine chemicals and
automotive industries.  For more information, visit the
Company's Web site at http://www.gencorp.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its preliminary double-'B' and single-'B'-plus
ratings to senior unsecured and subordinated debt securities,
respectively, filed under GenCorp Inc.'s $300 million SEC Rule
415 shelf registration.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.


GENTEK INC: Wants More Time to Move Actions to Delaware Court
-------------------------------------------------------------
GenTek Inc., and its debtor-affiliates, including Noma Company,
are parties to numerous prepetition actions pending in various
state courts and administrative agencies across the United
States.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, tells Judge Walrath that the Debtors have been focused
primarily on stabilizing and maximizing the value of their
business and have no opportunity to review the judicial and
administrative proceedings filed against them to determine
whether any actions should be removed.

Thus, the Debtors ask Judge Walrath to extend the time within
which they may file notices of removal under Rule 9027(a)(2)(A)
of the Federal Rules of Bankruptcy Procedures.  The Debtors seek
a 150-day extension, through and including June 9, 2003.

Mr. Chehi contends that the extension is important because it
affords the Debtors a sufficient opportunity to assess whether
the Actions can and should be removed, thus protecting their
valuable right to adjudicate lawsuits pursuant to 28 U.S.C.
Section 1452.  Pursuant to 28 U.S.C. Section 1452(a):

      "A party may remove any claim or cause of action in a
      civil action other than a proceeding before the U.S.
      Tax Court or a civil action by a governmental unit to
      enforce the governmental unit's police or regulatory
      power, to the district court for the district where
      the civil action is pending, if the district court
      has jurisdiction of the claim or cause of action
      under 28 U.S.C. Section 1334."

Rule 9006(b) of the Federal Rules of Bankruptcy Procedures
provides that the Court can extend the time periods imposed by
Bankruptcy Rule 9027(a):

      "[W]hen an act is required or allowed to be done at
      or within a specified period . . . the court for cause
      shown may at any time in its discretion . . . with or
      without motion or notice order the period enlarged
      if the request is made before the expiration of the
      period originally prescribed or as extended by a
      previous order . . . .

Bankruptcy Rule 9027(a) imposes time restrictions on the
Debtors' ability to remove civil actions:

  -- With respect to pending prepetition claims or causes of
     action in a civil action, a notice of removal may be filed
     only within the longest of:

     (a) 90 days after the Petition Date;

     (b) 30 days after an order terminating a stay is entered,
         if the claim or cause of action in a civil action has
         been stayed under Section 362 of the Bankruptcy Code;
         or

     (c) 30 days after a trustee qualifies in a Chapter 11
         reorganization case but not later than 180 days after
         the order for relief; and

  -- With respect to pending postpetition claims or causes of
     action asserted in another court, a notice of removal may
     be filed with the clerk only within the shorter of:

     (a) 30 days after the receipt of a copy of the initial
         pleading; or

     (b) 30 days after the receipt of the summons if the initial
         pleading has been filed with the court but not served
         with the summons.

Mr. Chehi assures the Court that the Debtors' adversaries will
not be prejudiced with a 150-day extension because these
adversaries may not prosecute the Action absent relief from the
automatic stay.

Judge Walrath will convene a hearing on February 4, 2003 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the removal deadline is automatically extended through
the conclusion of that hearing. (GenTek Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Hires Alvarez & Marsal as Restructuring Consultants
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek to employ and
retain Alvarez & Marsal Inc., nunc pro tunc to the Petition
Date, to act as restructuring consultants during their Chapter
11 cases.

Don S. DeAmicis, Esq., at Ropes & Gray, in Boston,
Massachusetts, informs the Court that Alvarez, a turnaround
management consulting firm headquartered in New York and with
affiliate offices throughout the United States, Europe and Asia,
was founded in 1983 to provide specialized debtor management and
advisory services to troubled companies.  Alvarez is a global
provider of management and advisory services to companies in
crisis or those in need of performance improvement in specific
financial and operational areas.  Alvarez's core services
include Turnaround Management Consulting, Interim and Crisis
Management, Creditor Advisory, and Performance Improvement.

The Debtors believe that Alvarez has the requisite experience to
act as their restructuring consultants.  Mr. DeAmicis notes that
David Walsh, who will be responsible for the overall engagement,
and his team of professionals serving on this engagement, have
extensive restructuring experience, including experience in the
telecommunications, food service, manufacturing, retailing,
distribution, healthcare and education industries.  In
particular, Mr. Walsh has served as President and CEO of
Telegroup, Inc., Dakotah Direct, Inc., Long Manufacturing N.C.,
Inc. and RB Furniture; Chief Restructuring Officer of Heartland
Steel; Consummation Agent of Keating Industries Inc.; Financial
Advisor to e.spire Communications, Inc., Western Union, Core-
Mark Industries, Phillips Colleges, Ames Department Stores and
Regina Corporation.  Further, the Debtors understand that Mr.
Walsh was a part of the team managing Iridium and Mobilemedia,
and has acted as the financial advisor to bondholders and
creditors in Winstar Communications, Global TeleSystems,
Equinix, Globix Corporation, Exodus Communications, Inc., Trump
Casino, Verado Holdings and Daka International.

Since October 2002, Mr. DeAmicis relates that Alvarez has
provided consulting services to the Debtors in connection with
the Debtors' reorganization efforts.  As a result of assisting
the Debtors on these matters, the Debtors believe that Alvarez
has acquired extensive knowledge of the Debtors, their
businesses, and their capital structure, financing documents and
other material agreements.

The Debtors propose to engage Alvarez, subject to the approval
of this Court, pursuant to the terms of the engagement agreement
dated October 15, 2002, to render these services:

  A. assist in the preparation of financial information for
     distribution to creditors and others, including analysis of
     the financial ramifications of proposed transactions for
     which the Debtors may seek court approval, including
     financing, assumption/rejection of contracts and asset
     sales;

  B. assist in restructuring issues including assistance in
     preparation of analysis and reports, including liquidation
     analysis, strategies for maximization of foreign legal
     entities, financial disclosures required by the court; and

  C. other activities as are approved by the Debtors and agreed
     to by Alvarez.

The parties have agreed that if the Debtors ask Alvarez to
perform additional services, the parties will negotiate in good
faith and, subject to Court approval, agree to the amount and
terms of compensation for the services.

Alvarez Managing Director David G. Walsh assures the Court that
the principals and employees of the firm:

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

  -- are "disinterested persons," as that term is defined in
     Bankruptcy Code Section 101(14), and (c) do not hold or
     represent any interest adverse to the estates.

However, he admits that Alvarez currently represents or has
represented these entities in unrelated matters: Arthur
Andersen, Bank of America, Bank of New York, BNP Paribas,
Citigroup USA Inc., Credit Suisse First Boston, Deloitte &
Touche, Deutsche Bank, Fleet National Bank, Goldman Sachs, JP
Morgan Chase, LaSalle Bank, Lazard Freres, Lehman Bros., Merrill
Lynch, Morgan Stanley, PwC, State Street Bank, The Industrial
Bank of Japan, Toronto Dominion, Wachovia, Skadden Arps Slate
Meagher & Flom, and Kirkland & Ellis.

In connection with entry into the Engagement Agreement, Mr.
Walsh informs the Court that Alvarez received and continues to
hold a retainer for professional services and expenses charged
by Alvarez amounting to $250,000.  As promptly as practicable
after all fees and charges accrued prior to the Petition Date
have been finally posted, Alvarez will issue a final billing
statement for the actual fees, charges, and disbursements for
the period prior to the Petition Date.  The Final Billed Amount
will be paid from amounts presently held by Alvarez and the
balance will be held as a postpetition retainer to be applied
against any unpaid fees and expenses approved by the Court with
respect to Alvarez's final fee application in these cases.

In accordance with the Engagement Agreement, Alvarez will
receive fees for performing the consulting services based at
these hourly rates:

       Managing Directors             $475 - 550
       Directors                      $350 - 450
       Associates                     $250 - 325
       Analysts                       $175 - 225

Alvarez has informed the Debtors that these hourly rates are
subject to periodic increases in the normal course of business,
often due to the increased experience of the particular
professional.  In addition, Alvarez and the Debtors agree to
discuss what form of incentive fee would be appropriate in these
cases, however, no incentive fee will be paid without prior
approval of the Court.

Consistent with Alvarez's policy with respect to its other
clients, Mr. Walsh states that the firm will continue to charge
the Debtors for all other reasonable out-of-pocket expenses,
including costs for travel, lodging, duplicating, computer
research, messenger and telephone charges, witness fees and
other fees related to trials and hearings pursuant to the firm's
standard policies.  The Engagement Agreement provides also that
Alvarez will be reimbursed for the reasonable and documented
fees and expenses of its counsel, not to exceed $20,000,
incurred in connection with the preparation, negotiation,
enforcement and approval of the Engagement Agreement.

In addition to the compensation structure, the Debtors have
agreed, pursuant to the Engagement Agreement, to indemnify
Alvarez under certain terms and provisions set for in the
Indemnification Agreement; provided, however, that any
indemnification responsibility will not extend to losses,
claims, damages, liabilities or expenses that are found in a
final judgment by a court of competent jurisdiction to have
resulted primarily and directly from Alvarez's gross negligence
or willful misconduct. (Genuity Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Intends to Cancel Foreign Intercompany Claims
--------------------------------------------------------------
The European Affiliates located in Germany seek to cancel
$74,500,000 in net intercompany indebtedness that they owe to
the Global Crossing Debtors and non-Debtor affiliates.  The
German affiliates and their intercompany indebtedness are:

    GC Pan European Crossing Germany GmbH       $68,800,000
    GC Landing Co. GmbH                           2,000,000
    GC Pan European Crossing Deutschland GmbH     3,700,000

The European Affiliates located in Sweden also seek to cancel
$2,400,000 that they owe to the GX Debtors and non-Debtor
affiliates.  Of this amount, GC PEC Sverige Aktiebolag AB owes
$1,700,000 while Global Crossing Sverige AB owes $700,000.

The European Affiliates located in the Netherlands seek to
cancel $130,400,000 in net intercompany indebtedness that they
owe to the GX Debtors and non-Debtor affiliates.  The Dutch
affiliates and their intercompany indebtedness are:

    GC Pan European Crossing Networks B.V.    $19,000,000
    GC Pan European Crossing Nederland B.V.   109,000,000
    Global Crossing Nederland B.V.              2,400,000

Approximately 98.1% of all intercompany claims owing from the
European affiliates, net of any offsetting intercompany claims,
will be waived and released.  The remaining 1.9% of the net
amount of claim will remain outstanding.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that new tax legislation has been enacted in
Germany that will take effect at the beginning of 2003.  Under
this new legislation, the carryforward of NOLs will not be
available to offset income recognized by these entities in 2003.
Pursuant to the Plan, the German Affiliates are eligible to have
their intercompany accounts payable and intercompany loans
cancelled.  This cancellation of indebtedness would result in
COD Income to the German Affiliates and this income would be
recognized in 2003 if the intercompany loans were cancelled on
the effective date of the Plan.  Mr. Walsh notes that the
substantial NOLs generated by the German Affiliates prior to
2003 would not be available to offset the COD Income.  However,
if the intercompany loans were cancelled in 2002, the
substantial NOL carryforwards generated by the German Affiliates
in 2002 and in prior taxable years could be used to offset the
COD Income generated by the cancellation.  Thus, the GX Debtors
seek to derive substantial tax benefits from the setoff of the
German Affiliates' pre-existing and 2002 NOL against 2002 COD
Income.

In Sweden, Mr. Walsh reports that there is existing legislation
that prevents the carryforward of NOLs following a change of
control of a company.  The GX Debtors are concerned that the
Swedish taxing authority may take the position that, after the
consummation of the transactions contemplated in the Purchase
Agreement, the Swedish Affiliates will have undergone a change
of control.  Consequently, in Sweden, there is a risk that the
NOLs generated in 2002 and in prior taxable years will not be
carried forward.  Under the Plan, the Swedish Affiliates are
eligible to have their intercompany accounts payable and
intercompany loans cancelled, which will result in COD Income.  
This COD Income cannot be set off against the Swedish
Affiliates' pre-existing and 2002 NOL unless the COD Income is
recognized in 2002.  Thus, the GX Debtors seek to derive
substantial tax benefits from the setoff of the Swedish
Affiliates' pre-existing and 2002 NOL against 2002 COD Income.

In the Netherlands, under current law, Mr. Walsh notes that
generation of COD Income is not a taxable event so long as the
debtor and creditor are included in a Dutch corporate enterprise
that is qualified to fiscally consolidate.  However, a change is
expected in Dutch tax regulations -- to take effect in January
2003 -- that might jeopardize the ability of the GX Debtors'
Dutch affiliates to fiscally consolidate in 2003, thereby making
creation of COD Income in 2003 a taxable event.

Under the Plan, the Dutch Affiliates are also eligible to have
their intercompany accounts payable and intercompany loans
cancelled.  However, because of the uncertainty of the effects
of the new tax regulations, the GX Debtors seek to derive
substantial tax benefits from the setoff of the Dutch
Affiliates' pre-existing and 2002 NOL against 2002 COD Income.

Accordingly, the GX Debtors seek the Court's authority to cancel
the intercompany indebtedness of the European Affiliates in
2002, which will allow the European Affiliates to use their 2002
NOLs to shelter the COD Income generated in 2002 by the debt
cancellation.

Mr. Walsh contends that the cancellation of intercompany
indebtedness will allow the European Affiliates to offset pre-
existing and 2002 NOLs against the COD Income generated by the
cancellation, thereby providing the European Affiliates with
substantial tax benefits in 2002.

Moreover, based on the value of the Network implied by the
Purchase Agreement and the fact that the European Affiliates are
financially dependent on the Debtors, Mr. Walsh believes that it
is highly doubtful that those intercompany debts proposed to be
eliminated could be collected beyond a nominal amount even if
they were not cancelled.  Consequently, the Debtors do not
believe that the cancellation of the intercompany debt
constitutes a loss of value that might otherwise inure to the
detriment of the Debtors, their creditors or other parties-in-
interest. (Global Crossing Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL INDUSTRIES: Reorganizes Operating Management Structure
-------------------------------------------------------------
Global Industries, Ltd., (Nasdaq: GLBL) effective January 1,
2003, reorganized its operating management structure and its
existing business lines, Offshore Construction and Installation
and Diving, to focus on core operations and specialized markets.  
In conjunction with the reorganization, the Company will
eliminate non-core and under performing assets and will record a
one-time pretax non-cash charge of approximately $50.0 million
(or approximately $0.42 per share after tax) relating to certain
of its marine assets and support facilities.  The Company has
obtained from its lenders an amendment to its credit facility
that excludes this charge from all covenant calculations.  While
results for the period have not yet been finalized, the Company
expects to report a net loss (inclusive of the one-time charge)
in the range of $0.31 to $0.33 per share for the year ended
December 31, 2002 and a debt to equity ratio of approximately
29%.

William J. Dore, Global's Chairman and Chief Executive Officer
stated: "Events and circumstances in both our domestic and
international markets have changed the way we must operate our
business.  We are adapting to these market place conditions and
are making the appropriate changes to strengthen our management
structure and reallocate our assets.  We are confident that the
actions we are taking will enhance our future operating and
financial performance worldwide and we continue to be optimistic
about the future prospects of our Company and our industry."

Global Industries provides pipeline construction, platform
installation and removal, diving services, and other marine
support to the oil and gas industry in the Gulf of Mexico, West
Africa, Asia Pacific, Middle East/India, South America, and
Mexico's Bay of Campeche.  The Company's shares are traded on
the Nasdaq National Market System under the symbol "GLBL".

For additional information on Global Industries, Ltd., visit
Global's Web site at http://www.globalind.com


HARDWOOD PROPERTIES: Will Pay Interim Cash Distribution Friday
--------------------------------------------------------------
Hardwood Properties Ltd., (TSX:HWP) announced that an aggregate
cash distribution of $943,000, or $0.07 per common share, will
be paid on 24 January 2003 to shareholders of record on 23
January 2003.

The cash payment represents a second interim distribution
pursuant to the previously announced and approved plan for the
voluntary liquidation and dissolution of the Corporation. A
first interim distribution of $0.30 per share was paid on 26
September 2002. Hardwood has completed the sale of its remaining
assets and, subsequent to the payment of the second interim
distribution, will be left with cash totaling $0.01 per share to
$0.02 per share. The directors of the Corporation will continue
to pursue opportunities to vend control of the corporate
"shell". If unsuccessful, the directors will cause the
Corporation to be dissolved.


HECLA MINING: Settles Litigation Brought Against Zemex Corp.
------------------------------------------------------------
Zemex Corporation (NYSE: ZMX; Toronto) reached agreement with
Hecla Mining Company to settle the lawsuit brought by Hecla
against Zemex over the failure of Zemex to close the purchase of
Hecla's subsidiary K-T Clay Company in early 2001.

Peter Gillin, President and Chief Executive Officer of Zemex,
stated; "While the Corporation believed it had a strong defence,
with a trial date scheduled for later this month, the settlement
was reached in order to eliminate litigation risk, timing
uncertainties and the demands that would have been placed on
management brought about by this action." The settlement will
have an after tax cost to Zemex of approximately US$3.2 million
or US$0.43 per share. Pursuant to the settlement agreement,
Zemex will release an escrow deposit of approximately US$2.15
million, with the balance of approximately US$1.8 million to be
paid by February 3, 2003. Hecla was claiming US$13.5 million in
damages.

Zemex Corporation is a diversified producer of industrial
minerals and specialty products and, through its Alumitech
division, reprocesses aluminum drosses. Zemex currently operates
facilities across the United States and Canada. Its products are
used in a variety of commercial applications and are sold
throughout the United States, Canada and Europe.

                           *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on Hecla Mining Co., to positive from
negative based on the company's improved cost position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, are
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

Standard & Poor's ratings on Hecla continue to reflect its well
below average business position due to its limited reserve base,
operating diversity, and tight liquidity.


IMMTECH: Sets-Up Hong Kong Unit to Develop Manufacturing Plant
--------------------------------------------------------------
Immtech International, Inc., (OTC Bulletin Board: IMMT) entered
into a joint venture to develop a manufacturing facility capable
of producing commercial quantities of its pharmaceutical
products.  The Company purchased from its joint venture partner
an 80% interest in a company that owns a commercial real estate
parcel located in the "Futian Free Trade Zone" in the City of
Shenzhen, the People's Republic of China. International
companies located in Futian include IBM, Philips, Panasonic, ST
Microelectronics, and Nippon Express.  The subsidiary will
operate under the name Immtech Hong Kong Limited.

Shenzhen was chosen because the Company believes Immtech Hong  
Kong will enjoy significant business and competitive advantages,
including importing equipment and materials and exporting
products on a tax-free basis, which would lead to profitability
increases.  T. Stephen Thompson, President and CEO of Immtech
International, commented, "The Company has achieved significant
progress and completed strategic milestones in the Company's
efforts to commercialize our first product, DB289, an oral drug
targeting malaria, African sleeping sickness and PCP.  We
believe this venture is another great step toward achieving our
goals."

Shenzhen is a rapidly growing manufacturing, R&D and service
center in the Pearl River Delta.  Located in southern China,
Shenzhen has a population of approximately 80 million people, a
high quality labor pool and a well-developed infrastructure that
provides easy travel and shipping access. According to official
statistics, imports and exports of western medicines and devices
(including bulk pharmaceuticals) from China for 1999 totaled
USD$5.5 billion, a 20.8% increase from 1998.

Mr. Thompson further stated, "Creation of Immtech Hong Kong is
an important strategic milestone for the Company because the
manufacturing facility will not only produce drugs developed by
Immtech, we believe it will also generate revenues by producing
pharmaceutical products for other companies.  Immtech's oral
drug delivery technology will further enhance the Company's
value as a contract pharmaceutical manufacturer.  We and other
pharmaceutical companies around the world believe China is an
ideal strategic base for drug development for a number of
reasons, including economic advantages, a favorable clinical
trial environment and a great potential consumer base given its
large population.  Immtech is developing treatments for diseases
that affect large global populations.  By locating this
manufacturing facility within the tax-free zone in Shenzhen, a
rapidly growing manufacturing area populated by international
and Fortune 500 companies, we will enjoy substantially tax
advantages, a business environment conducive to creating quality
products at competitive costs and access to a stable
technologically astute workforce."

Immtech is a pharmaceutical company focused on the
commercialization of oral treatments for fungal diseases,
malaria, tuberculosis, hepatitis, pneumonia and cancer.  The
Company has worldwide, exclusive rights to commercialize a
dicationic pharmaceutical platform from which a pipeline of
products may be developed.  For further information, please
visit the Company's Web site at
http://www.immtech-international.com

                          *   *   *

As previously reported, since inception, the Company has
incurred accumulated losses of approximately $41,466,000.
Management expects the Company to continue to incur significant
losses during the next several years as the Company continues
its research and development activities and clinical trial
efforts.  There can be no assurance that the Company's continued
research will lead to the development of commercially viable
products.  Immtech's operations to date have consumed
substantial amounts of cash.  The negative cash flow from
operations is expected to continue in the foreseeable future.
The Company will require substantial funds to conduct research
and development, laboratory and clinical testing and to
manufacture (or have manufactured) and market (or have marketed)
its product candidates.

Immtech's working capital is not sufficient to fund the
Company's operations through the commercialization of one or
more products yielding sufficient revenues to support the
Company's operations; therefore, the Company will need to raise
additional funds. The Company believes its existing unrestricted
cash and cash equivalents and the grants the Company has
received or has been awarded and is awaiting disbursement of,
will be sufficient to meet the Company's planned expenditures
through July 2003, although there can be no assurance the
Company will not require additional funds. These factors, among
others, indicate that the Company may be unable to continue as a
going concern.

The Company's ability to continue as a going concern is
dependent upon its ability to generate sufficient funds to meet
its obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing,
obtain additional grants and enter into various research,
development and commercialization agreements with other
entities.
    

IMPERIAL SUGAR: Completes Diamond Crystal Sale to Hormel Foods
--------------------------------------------------------------
Imperial Sugar Company completed the sale of its Diamond Crystal
Brands foodservice business to Hormel Foods Corporation on
December 30, 2002. The sale of DCB was structured as a sale of
the stock of the Company's Diamond Crystal Brands, Inc. and
Diamond Crystal Holdings, Inc. subsidiaries. The purchase price
for DCB was $115 million in cash, subject to certain post-
closing adjustments. Of this amount, $1 million was placed in
escrow pending a post-closing adjustment based on working
capital and $9.2 million was placed in a 24-month escrow to
secure certain possible indemnity claims. The remaining net
proceeds were used primarily to pay down debt on existing credit
facilities. The sale price was determined based on arms length
negotiations.

DCB, based in Savannah, Georgia, packages and sells various
sugar, sugar substitute and salt and pepper products, savory
products, drink mixes and dessert mixes to the foodservice and
retail marketplace. It operates four packaging facilities and
employs approximately 600 people. The Company will continue to
sell certain sugar items to the retail trade that had previously
been marketed by DCB as well as bagged sugar to foodservice
distributors and foodservice accounts.

The Imperial Sugar Company is one of the largest processors and
marketers of refined sugar in the United States and a major
distributor to the foodservice market. Imperial Sugar is a name
recognized and trusted in the food industry for more than 150
years, as the company's history dates back to the mid-1800s.
With packaging and refining facilities across the nation, the
company markets products nationally under the Imperial(R), Dixie
Crystals(R), Spreckels(R), Pioneer(R), Holly(R), Diamond
Crystal(R) and Wholesome Sweeteners(TM) brands. Additional
information about Imperial Sugar may be found on its Web site at
http://www.imperialsugar.com

As previously reported, the Company's officials said that these
asset sale actions were necessary to create a strong balance
sheet and to adapt to the current industry environment by
helping to reduce costs and increase the company's efficiency
overall. Proceeds from the sale will be used to pay down debt.


INTEGRATED HEALTH: Disclosure Statement Hearing Set for Jan. 29
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates,
filed their Joint Plan of Reorganization with the accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the
District of Delaware.

A hearing to consider the adequacy of the Debtors' Disclosure
Statement is set for January 29, 2003, at 9:30 a.m., or as soon
thereafter as Counsel can be heard, before the Honorable Mary F.
Walrath.

Responses or objections to the adequacy of the Disclosure
Statement within the meaning of Section 1125 of the Bankruptcy
Code must be received by the Bankruptcy Court before 4:00 p.m.
Eastern Time today. Copies must also be served upon the Counsels
for the Debtors, Office of the United States Trustee, Counsel
for the Official Committee of Unsecured Creditors, Counsel for
the Prepetition Lenders, and Counsel for the Postpetition
Lenders.

Integrated Health Services provides post-acute health care, and
markets respiratory products and sells durable hospital
equipment through subsidiary RoTech Medical. Integrated Health
and its debtor-affiliates filed for Chapter 11 protection on
February 2, 2000. Robert S. Brady, Esq., Edmon L. Morton, Esq.,
at Young Conaway, Stargatt, & Taylor and MIchael J. Crames,
Esq., Arthur Steinberg, Esq., and Marc D. Rosenberg, Esq, at
Kaye Scholer, LLP represent the Debtors in their restructuring
efforts.


INTEGRATED HEALTH: Rotech Asks Court to Close Subsidiary Cases
--------------------------------------------------------------
Rotech Medical Corporation, Rotech Healthcare, Inc., and its
direct and indirect subsidiaries, ask the Court to enter a final
decree closing each of the jointly administered Chapter 11 cases
of the Reorganized Rotech Debtors, with the exception of the
lead case of parent corporation Reorganized Rotech, formerly
known as Rotech Medical Corporation, Case No. 00757.

Pursuant to Section 350(a) of the Bankruptcy Code, "[a]fter an
estate is fully administered and the court has discharged the
trustee, the court shall close the case."  The language of the
statute is mandatory and directs closure of the case if the
estate has been fully administered.

Rule 3022 of the Federal Rules of Bankruptcy Procedure
implements this provision of the Bankruptcy Code, providing
similarly that, "[a]fter an estate is fully administered in a
Chapter 11 reorganization case, the court, on its own motion or
on motion of a party-in-interest, shall enter a final decree
closing the case."

Rule 5009-1(b) of the Local Rules of Bankruptcy Procedure in the
District of Delaware provides that "upon written motion, a
party-in-interest may seek the entry of a final decree at any
time after the confirmed plan has been substantially consummated
provided that all required fees due under 28 U.S.C. Section 1930
have been paid."

The term "fully administered" is not defined in either the
Bankruptcy Code or the Bankruptcy Rules, however the Advisory
Committee Note to Bankruptcy Rule 3022 provides a non-exclusive
list of factors to be considered in determining whether a case
has been fully administered.  These factors include:

  -- whether the order confirming the plan has become final;

  -- whether deposits required by the plan have been
     distributed;

  -- whether the property proposed by the plan to be transferred
     has been transferred;

  -- whether the debtor or the successor to the debtor under the
     plan has assumed the business or the management of the
     property dealt with by the plan;

  -- whether payments under the plan have commenced; and

  -- whether all motions, contested matters, and adversary
     proceedings have been finally resolved.

The Advisory Committee Note also states that entry of a final
decree closing should not be delayed solely because payments
required by a plan of reorganization have not been completed.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, contends that the Subsidiary Cases have
been "fully administered" within the meaning of Section 350 of
the Bankruptcy Code, and "substantially consummated" within the
meaning of Section 1101(2), making it appropriate for the Court
to enter a final decree closing those cases.  As a consequence
of the deemed consolidation in the Rotech Plan, claims asserted
against the Debtors in the Subsidiary Cases are deemed to be
asserted against the consolidated Reorganized Rotech, and there
is effectively only a single estate among all the Rotech
Debtors. Accordingly, the estates of the Subsidiary Cases have
been "fully administered" since the Effective Date of the Plan
and should be closed under the express language Section 350(a).

Mr. Brady believes that the Subsidiary Cases substantially
satisfy the factors set forth in the Advisory Committee Note to
Bankruptcy Rule 3022, as well as the factors set forth in
Section 1101(2) regarding substantial consummation.  While
initial distributions to unsecured creditors under the Rotech
Plan has not yet commenced because the claims reconciliation
process is still ongoing, payments to the remaining classes
entitled to payment have been completed.  In addition:

    -- the order confirming the Rotech Plan has become final;

    -- most of the property proposed to be transferred as and
       between the Rotech Debtors and New Rotech under the
       Rotech Plan has been transferred;

    -- New Rotech has assumed management of the business and its
       assets; and

    -- payments under the Rotech Plan commenced and have been
       substantially completed.

Mr. Brady admits that a limited number of tasks remain to be
completed in these cases, including distributions to unsecured
creditors, resolution of the payment of certain statutory fees
and Court approval and payment of final fee applications for
professionals.  None of these matters, however, forecloses a
determination that the Subsidiary Cases have been fully
administered or counsels against entry of a final decree as to
those cases.  Accordingly, Reorganized Rotech believes that the
Rotech Plan has been substantially consummated under the test
set forth in Section 1101(3).

The Reorganized Rotech Debtors propose to keep the Lead Case of
Rotech Medical Corporation open through the conclusion of the
claims resolution process so that the Court can continue to
adjudicate any remaining claims objections and any other pending
matters.  Mr. Brady notes that Reorganized Rotech, which is the
disbursing agent pursuant to the Rotech Plan, is responsible for
distributing cash and reorganization securities to holders of
allowed unsecured claims.  Therefore, the existence of
outstanding claims objections and reserves for disputed claims
is not a bar to closing the Subsidiary Cases.  In fact, the
underlying premise of this request is that any remaining matters
in these cases can and should be concluded under the caption of
the Lead Case, thereby obviating the need to keep the Subsidiary
Cases open any longer.

Mr. Brady also points out that entry of a final decree in the
Subsidiary Cases will preserve the funds of the Reorganized
Rotech Debtors for the benefit of creditors who receive
distributions of stock.  Pursuant to Section 1930(a)(6) of the
Judiciary Procedures Code, the Reorganized Rotech Debtors are
required to pay fees to the United States Trustee post-
confirmation.  The amount of fees due under Section 1930(a)(6)
is a matter in dispute between the Reorganized Rotech Debtors
and the U.S. Trustee regarding the proper method of calculating
fees in cases with multiple, jointly-administered debtors.  In
recent months, two bankruptcy courts in this District have
reached different conclusions with respect to this issue, and
both of these decisions were appealed to the United States
District Court for the District of Delaware.

Pursuant to the confirmation order and an agreement with the
U.S. Trustee, prior to the Effective Date of the Rotech Plan,
Mr. Brady relates that the Reorganized Rotech Debtors paid
$1,377,000 reflecting the estimated amount of fees due to the U
S. Trustee pursuant to Section 1930(a)(6).  The Reorganized
Rotech Debtors reserved all rights with respect to all U.S.
Trustee fees paid by them at any time during their
reorganization cases, including the right to a refund of any
payments determined by a final non-appealable order to be
overpayments.  The Reorganized Rotech Debtors will address this
issue with the U.S. Trustee following the resolution of the
pending appeals.  In light of the risks of litigation and the
large disparity between the positions of the parties, the
Reorganized Rotech Debtors believe that it is prudent to close
the Subsidiary Cases to avoid the possible accrual of
substantial additional post-confirmation fees under Section
1930(a)(6), without prejudice to the position of either
Reorganized Rotech or the U.S. Trustee with respect to the
proper calculation of fees already accrued.

Mr. Brady tells the Court that while closing the Subsidiary
Cases will not completely eliminate the continuing accrual of
Section 1930(a)(6) fees in these cases, it will substantially
reduce these fees.  Because the Lead Case will remain open, the
U.S. Trustee still will be entitled to collect fees in that case
up to the $10,000 statutory maximum per quarter.  These reduced
fees are appropriate with the substantially reduced demands of
these cases on the U.S. Trustee's resources as they wind down.

With respect to post-confirmation Section 1930(a)(6) fees that
already have accrued, Reorganized Rotech will pay the amount of
the fees that it contends is due in accordance with Local Rule
5009-1(b) prior to, or concurrent with, entry of a final decree.
The disputed amount of any fees will be deposited into an escrow
account to be established for post-confirmation fees.
(Integrated Health Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Court to Consider DIP Financing Amendment on Tuesday
----------------------------------------------------------------
On January 14, 2003, Kmart Corporation and its debtor-affiliates
announced a number of significant developments as they prepare
to complete their reorganization and emerge from Chapter 11 by
April 30, 2003.  The announcements include:

1. The approval in principle of a five-year business plan and
   framework for a reorganization plan;

2. The Debtors' receipt of a commitment for up to $2,000,000,000
   in exit financing facility from GE Commercial Finance, Fleet
   Retail Finance, Inc., and Bank of America, N.A.  This credit
   facility will be secured primarily by the Debtors' inventory.
   The facility will replace the Debtors' existing DIP financing
   facility, assist them in meeting their ongoing working
   capital needs, and include borrowings for seasonal increases
   in inventory; and

3. the completion of the Debtors' review of their store
   portfolio and distribution network and the decision to close
   326 stores and a distribution center as part of their efforts
   to enhance operating and financial performance.

Aside from these positive developments, John Wm. Butler, Jr.,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, relates that
the Debtors have also continued negotiating with their statutory
committees regarding the terms of a consensual reorganization
plan wherein substantially all of their prepetition unsecured
claims would be discharged in exchange for distribution of
substantially all of the common equity of the reorganized Kmart.
The Debtors are working closely with their key constituencies to
finalize and subsequently file their proposed plan and related
disclosure statement by January 24, 2003.  According to Mr.
Butler, the Debtors intend to begin soliciting acceptances of
the plan from their creditors in March 2003 and request the
Court to conduct a confirmation hearing for the plan in mid-
April 2003. Assuming these milestones can be achieved, Mr.
Butler says, the Debtors would emerge from Chapter 11 on or
about April 30, 2003.

To implement the restructuring they and their creditor
constituents contemplate, the Debtors now ask the Court to
approve a fourth amendment dated January 9, 2003 to their
Revolving Credit and Guaranty Agreement.  Mr. Butler contends
that the Fourth Amendment will maintain vendor confidence and
allow the Debtors to remain competitive while they enter the
final phase of the Chapter 11 process.

"The most important aspect of the Proposed Amendment is the
Lenders' agreement to authorize additional store closures so
that the Debtors can begin implementing their operating plan as
part of their overall plan to emerge from Chapter 11 and
continue operations as a more efficient enterprise," Mr. Butler
explains. The Lenders have required the Debtors to obtain Court
approval of the Fourth DIP Amendment as a condition to agreeing
to it.  Mr. Butler also notes that the modification of certain
financial covenants and operational restrictions is also
necessary to provide the flexibility the Debtors require as they
implement their restructuring.

                   EBITDA Covenant Revisions

The Fourth Amendment to the Credit Agreement among Kmart
Corporation, as Borrower, each of the Debtor-Guarantors,
JPMorgan Chase Bank, as Administrative Agent and Collateral
Agent for a consortium of lending institutions, modifies the
minimum EBITDA level Kmart must achieve from month-to-month to
be eligible to borrow under the DIP Facility.  These minimum
EBITDA covenants, the Debtors tell the Court, are consistent
with the Company's revised financial projections:

  -- The Debtors covenant with the Lenders that they will not
     permit cumulative EBITDA for the fiscal period beginning on
     February 1, 2002 and ending on or about December 31, 2002
     to be less than $100,000,000; and

  -- The Debtors covenant with the Lenders that they will
     not permit cumulative EBITDA for each rolling 12 fiscal
     month period ending on the date indicated to be less than:

                                      Minimum Rolling
                  Period Ending       12-Month EBITDA
                  -------------       ---------------
                    01/31/2003         ($200,000,000)
                    02/28/2003         ($200,000,000)
                    03/31/2003         ($200,000,000)
                    04/30/2003         ($150,000,000)
                    05/31/2003          ($50,000,000)
                    06/30/2003         ($100,000,000)
                    07/31/2003         ($100,000,000)
                    08/31/2003         ($100,000,000)
                    09/30/2003         ($100,000,000)
                    10/31/2003         ($100,000,000)
                    11/30/2003         ($100,000,000)
                    12/31/2003         ($100,000,000)
                    01/31/2004         ($100,000,000)
                    02/29/2004         ($100,000,000)
                    03/31/2004         ($100,000,000)

The parties tell the Court that they "based the revised EBITDA
covenants on a financial model appropriate for the establishment
of those covenants [and] the revised EBITDA covenants are not
intended to form the basis of the Debtors' long-term strategic
business plan."

              Lenders Consent to 432 Store Closings

The Fourth Amendment allows the Debtors to close up to 15% of
their current stores from time to time before the Amendment's
effective date.  From and after the effective date, the Debtors
may close up to an additional 432 stores and two distribution
centers.  The Amendment also permits the Debtors to conduct any
sale or other disposition of all or any of the inventory,
fixtures, equipment, real estate, leasehold and other related
assets in connection with store closures.

Last week, the Debtors have decided to close 266 Kmart and Big
Kmart stores and 60 Kmart SuperCenters in 44 states and Puerto
Rico.  The Debtors also decided close one distribution center.
The Debtors continue to operate more than 1,500 stores in
convenient locations across the United States, the Caribbean,
and Guam.

Mr. Butler tells Judge Sonderby that the store closures are
intended to reduce costs, improve cash flow, streamline
distribution, and focus resources more efficiently.  The Debtors
anticipate that the sale proceeds generated from store closings,
net of expenses, will translate into cash flow by $500,000,000
in 2003.  As of December 31, 2002, the Debtors received
$53,077,832 in cumulative net proceeds in connection with sales
or other dispositions of leasehold interests and fixed assets.

The Fourth Amendment will become effective on the date JPMorgan
will have received satisfactory evidence of the execution of the
Amendment.  Notwithstanding the occurrence of the Effective
Date, the Fourth Amendment will terminate and be of no further
force or effect if:

    (a) on or before January 31, 2003, the Bankruptcy Court will
        not approve the Amendment's terms and authorize the
        Debtors to pay to JPMorgan:

        * an arrangement fee for its own account; and

        * an amendment fee on account of the Lenders; and

    (b) the arrangement fee and amendment fee will not have been
        paid in cash to JPMorgan within one day after the Court
        approves the proposed amendments.

                     Debtors Pay Various Fees

The Debtors will pay these fees:

  * an amendment fee equal to 0.25% of the commitments of those
    Lenders that consent to the Fourth DIP Amendment;

  * a $1,000,000 arrangement fee to JPMorgan; and

  * a supplemental arrangement fee equal to the highest amount
    that is paid to any other financial institution that
    assisted in the arrangement of any amendment that may be
    implemented pursuant to the Fourth Amendment.

                 Hearing Next Week in Chicago

Judge Sonderby will convene a hearing on January 28, 2003 at
10:00 a.m. to put her stamp of approval on the Fourth Amendment,
any consider any eleventh-hour changes or objections. (Kmart
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LISANTI FOODS: Brings-In Sills Cummis as Bankruptcy Attorneys
-------------------------------------------------------------
Lisanti Foods, Inc., and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of New Jersey to
retain and employ Sills Cummis Haden Tischman Epstein & Gross,
as their Chapter 11 attorneys.

The Debtors selected Sills Cummis as their attorneys because the
firm has extensive experience and knowledge in the field of
debtors' and creditors' rights and because they believe the firm
is well qualified to represent them as the debtors in these
cases.

Sills Cummis will be required to:

     a. Take all necessary action to protect and preserve the
        estates of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of certain
        actions commenced against the Debtors, negotiations
        concerning litigation in which the Debtors are involved,
        and analyzing and objecting to, where necessary, claims
        filed against the estates;

     b. Prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of the estates herein;

     c. Negotiate and prepare on behalf of the Debtors a plan of
        reorganization and all related documents;

     d. Perform all other necessary legal services in connection
        with these Chapter 11 cases.

The Debtors disclose that Sills Cummis does not hold or
represent any interest adverse to the estates and is a
disinterested person, as that term is defined in the Bankruptcy
Code.

The professionals who will be primarily designated in these
cases and their current hourly rates are:

          Jack M. Zackin          $475 per hour
          Andrew H. Sherman       $425 per hour
          Ivan J. Kaplan          $275 per hour
          Boris I. Mankovetskiy   $175 per hour

Lisanti Foods, Inc., leading suppliers of products to
restaurants and pizza parlors, filed for chapter 11 protection
on November 20, 2002. Boris I. Mankovetskiy, Esq., Gail B.
Cooperman, Esq., and Jack M. Zackin, Esq., at Sills Cummis Radin
Tischman Epstein & Gross, P.A., represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $30 million in assets and $33
million in debts.


LUCENT TECHNOLOGIES: Wins Contract with Orange in United Kingdom
----------------------------------------------------------------
Lucent Technologies (NYSE: LU) won a multi-million dollar
contract with Orange in the UK to provide solutions and services
that will boost the capacity of its ATM Access Transport
network.  The network enhancements will support increases in the
volume of voice, video, and data traffic and significantly
reduce operational costs as Orange rolls out its third-
generation service offerings.

Lucent is providing Orange UK with PacketStar(R) (PSAX) 2300,
and 4500 Multiservice Media Gateway systems to provision the
aggregation and management of all 3G interface traffic (voice,
data and video).  The new platforms will also consolidate
traffic management for existing 2G services within the same
infrastructure, offering Orange significant reductions in
operational expenditure.

"We were very impressed by the flexibility, scalability and
competitiveness of the PacketStar(R) (PSAX) solutions against
other products in the marketplace," said Graham Baxter, head of
Network Design and Systems Infrastructure for Orange in the UK.
"Supported by the expertise of the Lucent professional services
organisation, Lucent was an ideal partner to work with on this
project."

Delivering up to 10Gbs of switching capacity, the
PacketStar(R)(PSAX) Multiservice Media Gateways offer the
highest port capacity per inch of any product of its type on the
market today.  This is vitally important for mobile operators
where space at network edge sites is often very limited.  The
scalability in the PacketStar(R) (PSAX) gateways enable Orange's
infrastructure to support increased voice and data traffic
generated from new services and additional subscribers.

In addition, Lucent Worldwide Services, the services arm of
Lucent Technologies, is working with Orange to provide
integration and testing facilities to ensure a smooth transition
of this solution into the Orange network.

Lucent is supplying Navis(TM) AQueView(TM), an element
management system which allows a highly scalable, permanent
centralized or regional management point where the network
solution can be easily monitored, provisioned and controlled.

"We are excited to continue our relationship with Orange and
provide them with advanced solutions that will make their
network more efficient, while reducing network costs
substantially," said Carlos Mira, president Mobility Europe for
Lucent Technologies.  "The Lucent PacketStar(R) (PSAX)
technology makes this possible and offers a flexible, high-
performance solution for Orange as they further develop their
ATM infrastructure to support the rollout of exciting new 3G
services for their subscribers"

The PacketStar(R) (PSAX) 4500 Multiservice Media Gateway is a
high-capacity system, featuring a new design that delivers up to
4.5 Gbps of redundant switching capacity and enhanced carrier-
class reliability.

The PacketStar(R) (PSAX) 2300 Multiservice Media Gateway pushes
broadband services beyond the core to the edge of the network
and the central office. A high-capacity system, it delivers 2.3
Gbps for ATM switching and offers high port density.

Navis(TM) AQueView(TM) is an element management system for
provisioning and managing Lucent PSAX networking equipment.
Using this software, customers can deliver voice, video, and
data applications by supporting services such as frame relay
circuit emulation, ATM and IP using PacketStar(R) (PSAX)
equipment.  It operates either within an HP Open-View framework
or as an independent application and is available for both Unix
and Windows NT environments.  The Navis(TM) AqueView(TM) 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.

Orange, wirefree and any other Orange product or service
referred to in this release are trademarks of Orange. Orange is
the Europe's number two mobile operator by footprint, with
operations in 20 countries across Europe and beyond, and aims to
have a presence in markets covering 1.5 billion people worldwide
by 2005. As at the end of December 2001, Orange had over 12.4
million customers in the UK, 17.8 million in France and
approximately 39.3 million controlled customers worldwide.
Orange provides a broad range of personal communications
services, including Orange GSM1800 services and other digital
cellular telephone services.  Information about Orange can be
found on the Orange Web site at http://www.orange.com  

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

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


LYONDELL CHEM.: CITGO JV Restarts Second Crude-Distillation Unit
----------------------------------------------------------------
Lyondell Chemical Company (NYSE: LYO) announced that LYONDELL-
CITGO Refining LP has restarted its second crude-distillation
unit and is operating at 220,000 to 230,000 barrels per day, due
to improved availability of both spot and Venezuelan contract
crude.  Based on currently available information, LCR expects to
be able to sustain these rates.

LCR is a joint venture between Lyondell and CITGO Petroleum
Corporation.

Lyondell Chemical Company -- http://www.lyondell.com--  
headquartered in Houston, Texas, is a leading producer of
propylene oxide, propylene glycol and other PO derivatives such
as butanediol and propylene glycol ether.  Lyondell also is the
world's number three supplier of toluene diisocyanate and a
producer of styrene monomer and MTBE as co-products of PO
production.  Through its 70.5% interest in Equistar Chemicals,
LP, Lyondell also is one of the largest producers of ethylene,
propylene and polyethylene in North America, as well as a
leading producer of polypropylene, ethylene oxide, ethylene
glycol, high value-added specialty polymers and polymeric
powder.  Through its 58.75% interest in LYONDELL-CITGO Refining
LP, Lyondell is one of the largest refiners in the United
States, processing extra heavy Venezuelan crude oil to produce
gasoline, low sulfur diesel and jet fuel.

As reported in Troubled Company Reporter's January 10, 2003
edition, Standard & Poor's placed its ratings, including its
'BB' corporate credit rating, on Lyondell Chemical Co., on
CreditWatch with negative implications based on concerns about
the reliability of crude oil deliveries from Venezuela to one of
its affiliates.

"The CreditWatch placement reflects elevated concerns related to
58.75%-owned LYONDELL-CITGO Refining LP, and the potential
that recent operating disruptions caused by the lack of crude
oil deliveries from Venezuela, if not resolved soon, could
negatively affect credit quality at Lyondell", said Standard &
Poor's credit analyst Kyle Loughlin. LCR reportedly has reduced
its production by almost half in response to a general strike
against the Chavez administration and related disruptions
at the state-owned oil company, PDVSA.

Lyondell Chemical's 10.875% bonds due 2009 (LYO09USR1) are
trading at about 85 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LYO09USR1for  
real-time bond pricing.


METROLOGIC INSTRUMENTS: Will Surpass Company Projections for Q4
---------------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ:MTLG), a leading
manufacturer of sophisticated imaging systems using laser,
holographic, camera and vision-based technologies, high-speed
automated data capture solutions and bar code scanners, will
exceed previously disclosed Company projections with regard to
sales and net income for the fourth quarter ended December 31,
2002.

Sales were approximately $32 million for the fourth quarter,
which exceeded earlier Company projections of approximately $29
million by 10%. Net income is expected to be more than $0.25
diluted earnings per share, which is significantly in excess of
the previously projected $0.10 diluted earnings per share.

Commenting on the revised fourth quarter projections,
Metrologic's CEO, C. Harry Knowles, stated, "Sales exceeded
projections due to stronger than expected sales in most
geographic areas, particularly in Europe, where the increased
value of the euro in comparison to the US dollar during the
fourth quarter provided a positive contribution to sales and net
income. The increase in sales, favorable foreign currency
fluctuations and execution of previously announced cost
reduction measures have contributed to most of the increase in
the net income projection and other financial results."

The Company reported that it will release its 2002 fourth
quarter financial results on or about February 13, 2003. The
Company will provide revised financial projections for the first
quarter and full year 2003 on that date.

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture systems solutions using
laser, holographic, camera and vision-based technologies.
Metrologic offers expertise in 1D and 2D bar code reading,
portable data collection, optical character recognition, image
lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation
and logistics, and postal and parcel delivery industries. In
addition to its extensive line of bar code scanning and vision
system equipment, the company also provides laser beam delivery
and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated
optical systems. Metrologic products are sold in more than 100
countries worldwide through Metrologic's sales, service and
distribution offices located in North and South America, Europe
and Asia.

                          *    *    *

In its Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2002, Metrologic reported:

"At December 31, 2001, March 31, 2002 and June 30, 2002, the
Company was in violation of certain provisions and covenants
included in its Credit Facility and the banks issued a notice of
default as of April 9, 2002 and increased the interest rate by
2% on the outstanding debt in accordance with the agreement. As
reflected in the Company's prior periodic reports filed with the
Securities and Exchange Commission, the Company and its primary
bank had been in discussions with respect to modifying the
Credit Facility. On July 9, 2002, the Company replaced the
Credit Facility by executing an Amended and Restated Credit
Agreement with its lenders. The key terms of the Amended Credit
Agreement include the waiver of all existing defaults under the
Credit Facility and the withdrawal by the banks of the notice of
default and an increase in the original interest rate of the
term note by .25% per annum. The Company granted a security
interest in its assets and properties to the primary bank in
favor of the banks as security for borrowings under the Amended
Credit Agreement. The Amended Credit Agreement contains various
negative and positive covenants, such as minimum tangible net
worth requirements and expires on May 31, 2003. A portion of the
outstanding borrowing under the Amended Credit Agreement is
guaranteed by C. Harry Knowles and Janet Knowles. Additionally,
the Company could be required to make additional prepayments
under the Amended Credit Agreement if there are excess cash
flows, as defined in the Amended Credit Agreement.

"The Amended Credit Agreement also includes a revolving credit
facility of $14,000 that expires on May 31, 2003. Amounts
available for borrowing under this facility are equal to a
percentage of the total of eligible accounts receivable and
inventories, as defined in the agreement, plus an allowable
overadvance of $2,750. The overadvance allowance expires on
January 1, 2003. The Amended Credit Agreement requires the daily
application of Company receipts as payments against the
revolving credit facility and daily borrowings to fund cash
requirements. Interest on outstanding borrowings is at the
bank's prime rate plus 2.5%, and the agreement provides for a
commitment fee of .5% on the unused facility.

"In connection with the Amended Credit Agreement, certain
directors and executive officers have made loans to the Company,
which amounts will be held as cash collateral under the terms of
the Amended Credit Agreement. Specifically, C. Harry Knowles and
Janet H. Knowles, Dale M. Fischer and Hsu Jau Nan have loaned
the Company $400, $125 and $475, respectively. The loans bear
interest at a rate of nine percent (9%) per annum and will be
repaid in full upon the earliest of: (a) the Company's repayment
in full of its obligations under the Amended Credit Agreement or
(b) the release of the security interest held by the Company's
primary bank in such cash being loaned by the above mentioned
directors and executive officers."


MIDLAND STEEL: Secures Nod to Retain Pachulski Stang as Counsel
---------------------------------------------------------------
Midland Steel Products Holding Company and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain Pachulski, Stang,
Ziehl, Young & Jones P.C., as their bankruptcy counsel to file
and prosecute the Company's 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 in
these chapter 11 cases.

The principal attorneys presently designated to represent the
Debtors and their current standard hourly rates are:

          Laura Davis Jones          $550 per hour
          Rachel Lowy Werkheiser     $260 per hour
          Paula A. Galbraith         $215 per hour
          Cheryl A. Knotts           $120 per hour
          Timothy M. O'Brien         $110 per hour

Pachulski Stang will:

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

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

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

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

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

The Debtors disclosed that Pachulski Stang had received $52,490
from the Debtors in connection with the preparation of initial
documents and their proposed post petition representation of the
Debtors. A portion of that amount has been applied to
outstanding balances.

Midland Steel Products Holding Company provides frames for the
medium duty line at General Motors.  The Debtors filed for
chapter 11 protection on January 13, 2003. Laura Davis Jones,
Esq., Rachel Lowy Werkheiser, Esq., Paula A. Galbraith, Esq., at
Pachulski Stang Ziehl Young & Jones and Shawn M. Riley, Esq.,
Susanne E. Dickerson, Esq., at McDonald, Hopkins, Burke & Haber
Co., LPA, represent the Debtors in their restructuring efforts.


MJ DESIGNS: Taps Great American to Conduct Store Closing Sales
--------------------------------------------------------------
Great American Group, one of the nation's leading asset
management firms, has commenced the orderly going-out-of
business sale for 12 MJ Designs stores. MJ Designs is a
specialty retailer carrying craft, hobby, and home merchandise
in the Dallas/Fort Worth, Texas region.

The sale began Thursday, January 16, 2003 and is expected to run
approximately 10 weeks. An estimated $20 million of inventory
will be liquidated during the sale period. Customers will be
able to take advantage of great discounts off every item in the
store.

"We have previously performed store-closings for MJ Designs and
are extremely pleased to have been chosen to close their
remaining 12 stores. The extensive knowledge and experience
Great American Group has in conducting going-out-of-business
sales will ensure maximum results, " stated Thomas Pabst, Chief
Administrative Officer of Great American Group.

Great American Group provides financial services to North
America's most successful retailers, distributors, and
manufacturers. Their well-established services center on turning
excess assets into immediate cash through strategic store
closings and wholesale and industrial liquidations and auctions.
In the past several years, they have converted over $15 billion
of problem inventories into cash. With over 30 years of
liquidation experience, Great American Group has successfully
completed over 1,000 transactions. Headquartered in Los Angeles,
Great American Group also has offices in Chicago, Boston, and
New York. For more information, please visit the Great American
Group Web site at http://www.greatamerican.com

MJ Designs, a specialty retailer of arts and crafts and home
decor products, filed for Chapter 11 reorganization on
December 13, 2002, in the U.S. Bankruptcy Court for the Northern
District of Texas.


MONSANTO CO.: Will Publish Q4 & Full-Year 2002 Results on Feb. 5
----------------------------------------------------------------
Monsanto Company (NYSE: MON) will issue the company's fourth-
quarter and full-year 2002 financial results on Wednesday,
Feb. 5, 2003, prior to market open.  In conjunction with the
announcement of its results, Monsanto will hold a conference
call at 8 a.m. Central Standard Time.  The call will focus on  
these results and will also discuss future expectations,
including earnings guidance for 2003.  The call may also include
a discussion of Monsanto's strategic initiatives, product
performance and other matters related to the company's business.

Presentation slides, supplemental data and a simultaneous audio
webcast of the conference call may be accessed by visiting the
company's Web site at http://www.monsanto.comand clicking on  
"Investor Information."  Visitors may need to download Windows
Media Player(TM) prior to listening to the webcast. Following
the live broadcast, a replay of the webcast will be available on
the Monsanto Web site for two weeks.

Monsanto Company a leading global provider of technology-based
solutions and agricultural products that improve farm
productivity and food quality. For more information on Monsanto,
see: http://www.monsanto.com

                         *    *    *

As previously reported, Monsanto Company undertook a 10-year
$200 million public debt offering, as a continuation of its debt
restructuring plan. The proceeds of the offering was used to pay
down short-term borrowings.

In the six-month period ending June 30, 2002, Monsanto reported
a $1.5 billion net loss on $2.7 billion of sales.  Sales in the
second quarter of 2002 trailed sales in the comparable 2001
quarter by a half-billion dollars.  Monsanto's June 30 Balance
Sheet shows adequate liquidity and significant shareholder
equity.


NACIO SYSTEMS: eSynch Gains Control Following Plan Confirmation
---------------------------------------------------------------
eSynch Corp. (OTC BB: ESYN), which had entered into an escrow
and irrevocable proxy agreement granting it control of the
voting and ownership rights of Nacio Systems, announced that
last week the U.S. Bankruptcy Court confirmed Nacio's Chapter 11
Plan of Reorganization. The Plan, approved by a substantial
majority of the creditors, calls for eSynch to consummate the
purchase of all of the outstanding shares of Nacio immediately
following the reinstatement of Nacio's lease of its Novato
facility, which should occur within the next thirty days.  

"The Court's confirmation of Nacio's Plan of Reorganization and
the overwhelming endorsement of the Plan by the creditors are
major milestones in the restructuring process started in July
2002. [Last Wed]day, Nacio's customers and employee team
received a clear vote of confidence in our future," said David
Lyons, president of eSynch and Nacio. "During the past six
months, we've focused on streamlining Nacio's cost structure,
solidifying and growing its customer base and continuing to
deliver outstanding customer service and leading-edge products
and services. As we work to secure the remaining approvals,
we'll build on these successes to emerge a strong competitor in
the managed server marketplace," continued Mr. Lyons.  

eSynch -- http://www.esynch.com-- founded in 1994, is a  
development company that designs and distributes solutions for
the delivery of digital content.  


NATIONAL CENTURY: Earns Nod to Implement Employee Retention Plan
----------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates obtained the Court's authority to implement an
Employee Retention Plan.

Prior to the Petition Date, National Century Financial
Enterprises, Inc., and its debtor-affiliates were forced to
reduce their workforce from 340 employees to 95 to cut operating
expenses and to address their liquidity crisis.  The Debtors
need the services of their remaining Employees to continue to
operate the servicing platform, support the refinancing
activities of providers, prepare recommendations and analyses to
support cash collateral hearings, all of which are to the
benefit of the estate.  These Employees are uniquely qualified
to perform these functions due to experience and familiarity
with the company's systems, processes and provider base.  Under
the current circumstances, the Employees, who are critical to
the collection process, have significant incentives to terminate
their employment with the Debtors and transition to other jobs
not least of which include two continuing regulatory
investigations. The Employees' continued employment with the
Debtors in many instances will be limited, since the refinancing
and servicing functions will be completed within the next 150
days.  Moreover, given the workforce reductions as well as the
commencement of the these Chapter 11 cases, the work demands
imposed on the remaining Employees are exceptionally high.

The Retention Plan divides the Employees into four tiers:

    (i) Tier I-A consisting of five Employees;

   (ii) Tier I-B consisting of 15 Employees;

  (iii) Tier II consisting of 29 Employees; and

   (iv) Tier III Employees consisting of 46 Employees.

The receipt of benefits by an Employee under the Retention Plan
is subject to the Employee being in good standing under the
Debtors' employment policies.

The Retention Plan includes these components:

(a) Salary Enhancements

    The Plan provides for salary enhancements ranging from 10%
    to 25% to certain tiers of Employees retroactive to the
    Petition Date.

(b) Retention Incentives

    The Plan provides for quarterly retention incentive
    payments ranging from 10%-25% of Employees' annual salaries
    with the first payment being due on February 17, 2003.
    Employees would only earn a Retention Incentive payment if
    they were employed at the end of a particular quarter.

(c) Salary Guaranty

    The Plan provides that certain tiers of Employees will
    receive a salary guaranty for 60 or 90 days after the
    Petition Date if they do not leave voluntarily and are not
    terminated for cause prior to the end of the guaranty
    period.

(d) Severance

    The Plan provides severance benefits ranging from one to
    six weeks for all Employees, plus payout of accrued vacation
    at the time an Employee is severed.  The Debtors' customary
    severance policy was one week for each year of service with
    a minimum of two weeks severance, plus payout of accrued
    vacation.

(e) Legal Fee Benefit

    The Plan provides that the Debtors will reimburse Tier I-A
    and Tier II-B Employees up to amounts of $5,000 and $2,500,
    respectively, for the expenses of an independent attorney of
    their choosing in conjunction with any interviews by the
    Federal Bureau of Investigation or the Securities and
    Exchange Commission.  Reimbursement will be made upon
    presentation of an invoice setting forth incurred fees and
    expenses and is contingent upon the affected Employees being
    employed by the Debtors at the time the fees are incurred.
    Currently, the FBI has requested interviews with five Tier
    I-A and six Tier I-B Employees.  The Debtors also reserve
    the right, in their sole discretion, to cease to provide
    Employees the Legal Fee Benefit.

The Retention Plan benefit parameters are summarized as:

                    Tier I-A               Tier I-B
Item               Employees              Employees
----               ---------              ---------
Number of
Employees               5                    15

Salary             25% increase           12.5% increase
Enhancement        over prepetition       over prepetition
                   day                    day

Retention          25% of annual          15% of annual
Incentive          salary of each         salary of each
                   quarter                quarter

Salary             Guaranty of payment    Guaranty of payment
Guaranty           for first 90 days      for first 60 days
                   of these cases         of these cases

Severance          4 weeks of severance   4 weeks of severance
                   in the first 89 days   in the first 89 days
                   of these cases and     of these cases and
                   6 weeks of severance   6 weeks of severance
                   thereafter; accrued    thereafter; accrued
                   vacation paid out      vacation paid out

Legal Fee
Benefit            $5,000                 $2,500


                     Tier II               Tier III
Item               Employees              Employees
----               ---------              ---------
Number of
Employees               29                    46

Salary              10% increase              N/A
Enhancement         over prepetition
                    Day

Retention           10% of annual             N/A
Incentive           salary of each
                    Quarter

Salary              Guaranty of payment       N/A
Guaranty            For first 60 days
                    Of these cases

Severance           1 week of severance   1 week of severance
                    Per year of service   per year of service
                    With 1 minimum and    with 1 minimum and
                    4 weeks maximum in    4weeks maximum in
                    the first 89days      the first 89 days
                    of these cases and    of these cases and
                    1.5 weeks of          1.5 weeks of
                    severance per year    severance per year
                    of service with a     of service with a
                    2-week minimum and    2-week minimum and
                    6-week maximum        6-week maximum
                    thereafter; accrued   thereafter; accrued
                    vacation paid out     vacation paid out

Legal Fee
Benefit                  N/A                   N/A
(National Century Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: Plan Filing Exclusivity Intact through April 16
----------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained a third
extension of their Exclusive Periods. The Debtors have until
April 16, 2003, to propose and file their Plan, and until
June 17, 2003, to solicit acceptances of that Plan from their
creditors. (NationsRent  Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

NationsRent's 10.375% bonds due 2008 (NRNT08USR1) are trading at
less than a penny on the dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for real-time bond pricing.


NIAGARA FRONTIER: Using Lenders' Cash Collateral Until Feb. 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
gave its nod of approval to Niagara Frontier Hockey, LP and its
debtor-affiliates' application to use their Prepetition Lenders'
Cash Collateral on an interim basis.  This interim authority
runs through February 13, 2003.

Adelphia Communications Corp., and its affiliated debtors and
Fleet National Bank, N.A., hold security interests in the
Debtors' Cash Collateral.  The Debtors assure the Court that
their Prepepetition Lenders have consented to continued use of
their cash collateral.

As adequate protection for the use of the Lenders' cash
collateral, the Adelphia Entities and Fleet will be granted
superpriority administrative claims and replacement liens on the
collateral in which they have an interest.  

The Debtors tell the Court that they require access to the
Lenders' cash collateral to fund on-going working capital and
general corporate needs.  The Debtors' ability to obtain
sufficient working capital and liquidity through the use of Cash
Collateral is vital to the Debtors' estates and their creditors,
so that the Debtors can continue to operate their business in
the ordinary course.

Niagara Frontier Hockey, L.P., a National Hockey League-operated
hockey club, with its debtor-affiliates, filed a chapter 11
petition on January 13, 2003.  William S. Thomas, Jr., Esq., at
Nixon Peabody LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of more than
$100 million each.


NORTHWEST AIRLINES: Offer to Exchange Certain Options Expires
-------------------------------------------------------------
Northwest Airlines Corporation has filed its amendment to the
Tender Offer Statement filed with the Securities and Exchange
Commission on December 13, 2002, relating to its offer to
exchange certain options to purchase shares of its common stock,
par value $0.01, on the terms and subject to the conditions
described in the Offer to Exchange Outstanding Options to
Purchase Common Stock, dated December 13, 2002, as amended by
the Offer to Exchange dated December 26, 2002. The current
amendment's sole purpose was to report the results of the tender
offer.

The Offer expired at 5:00 p.m., Central Time, on Tuesday,
January 14, 2003. Pursuant to the Offer, the airline accepted
for cancellation options to purchase 6,821,831 shares of its
common stock from 285 employees. Subject to the terms and
conditions of the Offer, the airline will grant options to
purchase 2,878,669 shares of its common stock and 354,831
phantom stock units in exchange for such cancelled options.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

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

Northwest Airlines' 9.875% bonds due 2007 (NWAC07USR2) are
trading at about 70 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC07USR2
for real-time bond pricing.


ON SEMICONDUCTOR: Introduces Industry's First White LED Drivers
---------------------------------------------------------------
Continuing its campaign to introduce power management devices
that can enable designers to introduce differentiated portable
products to market, ON Semiconductor (Nasdaq: ONNN) introduced
two White Light Emitting Diode boost drivers that deliver a
uniform brightness, occupy only 15 mm2 of board space, provide
industry-first features and deliver design flexibility.

The NCP5008 and NCP5009 are high-efficiency boost converters
that operate in current-loop-control mode to drive LEDs. With a
2.7- to 6-volt (V) input range, the devices operate directly
from 1-cell lithium ion batteries or 3-cell NiMH batteries. A
Vout of 15 V maximum allows for a design of up to four white
LEDs in series or 10 as a total. A quiescent supply current of
3uA extends battery life. The device reduces the number of parts
required by eliminating the need for an external sense resistor.
A dimming function provides smooth brightness changes. Local or
remote control options provide design flexibility. Both devices
feature the industry-first serial-data input pin that allows LED
brightness control by microcontroller.

The NCP5009 features the industry-first phototransistor sense
feedback pin that provides automatic adjustment of LED
brightness according to ambient light. The LED current
automatically decreases as the ambient light increases, thus
extending battery life and ensuring a constant backlight.

The target application for NCP5008 and NCP5009 are the white LED
Backlighting circuits operating the small, color LCD screens
found in most portable or wireless devices.

Both devices are offered in the tiny Micro-10 package that
measures 5 mm x 3 mm. The NCP5008 is priced at $0.72 per unit in
10,000 unit quantities. The NCP5009 is priced at $0.80 per unit
in 10,000 unit quantities.

For additional technical information, visit
http://www.onsemi.com/tech

ON Semiconductor (Nasdaq:ONNN), which has a total shareholders'
equity deficit of about $620 million (at September 27, 2002),
offers an extensive portfolio of power and data management
semiconductors and standard semiconductor components that
address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information visit
ON Semiconductor's Web site at http://www.onsemi.com


PEABODY ENERGY: Publishing Q4 & Full-Year 2002 Results on Jan 30
----------------------------------------------------------------
On Thursday, Jan. 30, 2003, Peabody Energy will announce the
results for the quarter and year ended Dec. 31, 2002.  A
conference call to review the results has been scheduled for
10:00 a.m. CST on Thursday, Jan. 30.  The call will be open to
the public.

    Participants may dial the following phone numbers:

     U.S. & Canada          (888) 276-0009
     International          (612) 288-0340

The call, replays and other investor data are also available
through the internet at http://www.PeabodyEnergy.com

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2001 sales of 194 million tons of coal and
$2.6 billion in revenues.  Its coal products fuel more than 9
percent of all U.S. electricity generation and more than 2
percent of worldwide electricity generation.


PEABODY ENERGY: Expands Board's Independent Representation
----------------------------------------------------------
The board of directors of Peabody Energy (NYSE: BTU) announced
changes to the board composition to increase independent
representation, add accounting and health care expertise, and
reflect the company's increasingly diverse ownership.

Two new members have been elected to the board of directors,
effective Jan. 16:

    Sandra Van Trease is President of UNICARE, one of the
fastest-growing segments of Wellpoint Health Networks, Inc.  
Wellpoint is a large health insurance company, based in
California, which last year purchased RightCHOICE Managed Care,
Inc.  Ms. Van Trease held the positions of President and Chief
Operating Officer and previously Executive Vice President and
Chief Financial Officer of RightCHOICE.  Prior to joining
RightCHOICE in 1994, she was a Senior Audit Manager with Price
Waterhouse.  She is a Certified Public Accountant and Certified
Management Accountant.  Ms. Van Trease serves on the boards of a
number of civic organizations in the St. Louis area and on U.S.
Bancorp's St. Louis board of directors.

    Robert B. Karn III is a financial consultant and former
managing partner in financial and economic consulting with
Arthur Andersen in St. Louis. Before retiring from Andersen five
years ago, Mr. Karn served in a variety of accounting, audit and
financial roles over a 33-year career, including Managing
Partner in charge of the global coal mining practice from 1981
through 1998.  He is a Certified Public Accountant and Panel
Arbitrator with the American Arbitration Association, and has
led a number of civic organizations.  Mr. Karn also serves on
the board of directors of Natural Resource Partners, a coal-
oriented master limited partnership that trades on the New York
Stock Exchange.

Ms. Van Trease and Mr. Karn will serve on Peabody's audit
committee, which is chaired by William Rusnack.  Previous Audit
Committee members, Dr. James Schlesinger and Bernard Duroc-
Danner, will join the Nominating and Corporate Governance and
Compensation Committees, respectively.  Board members Richard M.
Whiting, Peabody's Executive Vice President for Sales, Marketing
and Trading, and Felix B. Herlihy, who joined the board in his
role with Lehman Merchant Banking Partners II Fund, will step
down from the board.

Ms. Van Trease and Mr. Karn bring additional skills and more
independent representation to an outstanding board," said
Peabody Energy Chairman and Chief Executive Officer Irl F.
Engelhardt.  "The board also expresses its gratitude to Rick and
Felix for their wise counsel during their tenure on the board."

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2001 sales of 194 million tons of coal and
$2.6 billion in revenues.  Its coal products fuel more than 9
percent of all U.S. electricity generation and more than 2
percent of worldwide electricity generation.

               Peabody Energy Board of Directors

Bernard J. Duroc-Danner is Chairman, President and Chief
Executive Officer of Weatherford International, Inc., one of the
world's largest oilfield services companies.  Mr. Duroc-Danner
served as President and Chief Executive Officer of EVI, Inc.
prior to its merger with Weatherford Enterra, and held previous
positions with Mobil Corporation and Arthur D. Little, Inc.  He
holds a Ph.D. in economics from the Wharton School of Business
at the University of Pennsylvania.  He also serves as Chairman
of the Board of Grant Prideco, Inc., and is a Director of Cal
Dive International, Parker Drilling, Dresser and Universal
Compression.

Irl F. Engelhardt is Chairman and Chief Executive Officer of
Peabody Energy. He joined the company in 1979 after a decade of
management consulting experience and held various officer-level
positions prior to being named Chief Executive Officer in
December 1990.  His business experience includes: Group
Executive and Director of Hanson Industries; Co-Chief Executive
Officer of The Energy Group; Chairman of Cornerstone
Construction and Materials; Chairman of Suburban Propane;
Chairman of Citizens Power; and Chairman of Peabody
Resources Limited (Australia).  He received a bachelor of
science degree in accounting from the University of Illinois in
1968 and a master's in business administration from Southern
Illinois University in 1971.  Among a number of industry
leadership positions, he is Vice Chairman of the Coal Based
Generation Stakeholders Group; Center for Energy and Economic
Development; and the National Mining Association's Sustainable
Development Committee and Health Reform Committee.  Mr.
Engelhardt is also a Director of U.S. Bank N.A. in St. Louis and
serves on the board of a number of civic organizations.

Roger H. Goodspeed is an Advisory Director of Lehman Brothers
Inc.  He joined Lehman Brothers in 1974 and became a Managing
Director in 1984.  During his tenure at Lehman Brothers he has
had management responsibility for several different investment
banking groups and has served as a member of the Operating
Committee of the Investment Banking Division.  In 1994, he
became Chairman of Citizens Lehman Power, an electric power
marketing joint venture which was 50 percent owned by Lehman
Brothers, and served in that position until 1997 when the joint
venture was sold to The Energy Group and re-named Citizens
Power.  Mr. Goodspeed received an MBA from the University of
California, Los Angeles.

William E. (Wilber) James is a Founding Partner of RockPort
Capital Partners LLC, a venture fund specializing in energy and
environmental technology and advanced materials.  He is also
Chairman of RockPort Group, an international oil trading and
investment banking company.  Prior to joining RockPort, Mr.
James co-founded and served as Chairman and Chief Executive
Officer of Citizens Power LLC, a leading power marketer.  
Previously, Mr. James was a co-founder of the non-profit
Citizens Energy Corporation and served as Chairman and Chief
Executive Officer of Citizens Corporation, its for-profit
subsidiary, from 1987 to 1996.  Mr. James holds a bachelor of
arts degree from Colorado College.  He serves on the board of
directors of the African Wildlife Foundation, the National Peace
Corps Association's Advisory Council and the Cape Ann Historical
Association.

Robert B. Karn III is a financial consultant and former managing
partner in financial and economic consulting with Arthur
Andersen in St. Louis. Before retiring from Andersen five years
ago, Mr. Karn served in a variety of accounting, audit and
financial roles over a 33-year career, including Managing
Partner in charge of the global coal mining practice from 1981
through 1998.  He is a Certified Public Accountant and Panel
Arbitrator with the American Arbitration Association, and has
led a number of civic organizations.  Mr. Karn serves on the
board of directors of Natural Resource Partners, a coal-oriented
master limited partnership that trades on the New York Stock
Exchange.

Henry E. Lentz is a consultant to Lehman Brothers Inc.  He
joined Lehman Brothers in 1971 and became a Managing Director in
1976.  In 1988, Mr. Lentz left Lehman Brothers to serve as Vice
Chairman of Wasserstein Perella Group, Inc.  In 1993, he
returned to Lehman as a Managing Director and served as head of
the firm's worldwide energy practice.  In 1996, he joined the
Merchant Banking Group as a Principal and in 2003 became a
consultant to the Merchant Banking Group.  Mr. Lentz is
currently a director of Rowan Companies, Inc. and Consort
Holdings plc.  Mr. Lentz holds an MBA from the Wharton School of
Business at the University of Pennsylvania.

William C. Rusnack is the former President and Chief Executive
Officer of Premcor Inc.  Prior to joining Premcor in April 1998,
Mr. Rusnack was President of ARCO Products Company, the refining
and marketing division of Atlantic Richfield Company.  During
his 31-year career at ARCO, he was also President of ARCO
Transportation Company and Vice President of Corporate Planning.  
Mr. Rusnack is a member of the American Petroleum Institute as
well as a member of the Dean's Advisory Council of the Graduate
School of Business at the University of Chicago and the National
Council of the Olin School of Business at Washington University
in St. Louis.  He serves on a number of civic and corporate
boards including Sempra Energy, The Urban League of Metropolitan
St. Louis, the St. Louis Science Center and the St. Louis Opera
Theatre.  He holds a bachelor of science in general chemistry
from Indiana University of Pennsylvania and an MBA from the
University of Chicago.

Dr. James R. Schlesinger is Chairman of the Board of Trustees of
the MITRE Corporation.  He also serves as Counselor to the
Center for Strategic and International Studies.  Dr. Schlesinger
served as Secretary of Energy from 1977 to 1979.  He held senior
executive positions for three U.S. Presidents, serving as
Chairman of the U.S. Atomic Energy Commission from 1971 to 1973,
Director of the Central Intelligence Agency in 1973 and
Secretary of Defense from 1973 to 1975.  Prior positions include
Assistant Director of the Office of Management and Budget,
Director of Strategic Studies at the Rand Corporation, Associate
Professor of Economics at the University of Virginia and Board
of Governors of the Federal Reserve System.  Dr. Schlesinger
holds bachelor of arts, master's and doctoral degrees from
Harvard University.  He is a trustee at the Atlantic Council,
Center for Global Energy Studies; a fellow of the National
Academy of Public Administration; and a member of the American
Academy of Diplomacy.

Dr. Blanche M. Touhill is Chancellor Emeritus and Professor
Emeritus at the University of Missouri - St. Louis.  Dr. Touhill
began her career in education at Queens College, City University
of New York, before joining UMSL as an assistant professor.  Dr.
Touhill was named Vice Chancellor for Academic Affairs in 1987
and assumed the responsibilities of Interim Chancellor in 1990.  
She was named Chancellor in 1991.  Dr. Touhill holds bachelor's
and doctoral degrees in history and a master's degree in
geography from St. Louis University.  Dr. Touhill has served on
a number of civic and corporate boards, including Trans World
Airlines, Delta Dental, the Urban League of St. Louis, Civic
Progress and the Missouri Botanical Gardens.  In 1997, she was
named the St. Louis Citizen of the Year.

Sandra Van Trease is President of UNICARE, one of the fastest-
growing segments of Wellpoint Health Networks, Inc.  Wellpoint
is a large health insurance company, based in California, which
last year purchased RightCHOICE Managed Care, Inc.  Ms. Van
Trease held the positions of President and Chief Operating
Officer and previously Executive Vice President and Chief  
Financial Officer of RightCHOICE.  Prior to joining RightCHOICE
in 1994, she was a Senior Audit Manager with Price Waterhouse.  
She is a Certified Public Accountant and Certified Management
Accountant.  Ms. Van Trease serves on the boards of a number of
civic organizations in the St. Louis area and on U.S. Bancorp's
St. Louis board of directors.

Alan H. Washkowitz is a Managing Director of Lehman Brothers
Inc. and the head of the firm's Merchant Banking Group,
responsible for the oversight of Lehman Brothers Merchant
Banking Partners II L.P.  Mr. Washkowitz joined Kohn Loeb & Co.
in 1968 and became a general partner of Lehman Brothers in 1978
when Kohn Loeb & Co. was acquired.  Prior to joining the
Merchant Banking Group, Mr. Washkowitz headed Lehman Brothers'
Financial Restructuring Group. He is currently a director of CP
Kelco Inc., L-3 Communications Corporation and K&F Industries,
Inc.  Mr. Washkowitz holds an MBA from Harvard University and a
Juris Doctorate from Columbia University.

As reported in Troubled Company Reporter's January 9, 2003
edition, Standard & Poor's assigned its 'BB+' senior secured
bank loan rating to coal producer Peabody Energy Corp.'s $480
million secured revolving credit facility.

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

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

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


POLAROID: Primary PDC Plan's Claims Classification & Treatment
--------------------------------------------------------------
As contemplated under the Bankruptcy Code, Administrative Claims
and Priority Tax Claims are not classified under the Plan.
Moreover, Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, relates that
Allowed Administrative Claims are to be paid in full on the
Effective Date.

The classification and treatment of the prepetition Claims and
Interests under the Plan is summarized as:

Class 1:  Non-Tax Priority Claims.

          Allowed Non-Tax Priority Claims will receive in full
          satisfaction, settlement and release of an in exchange
          for the Allowed Non-Tax Priority Claim:

          (a) cash equal to the amount of the Allowed Non-Tax
              Priority Claim; or

          (b) other treatment as to which the Proponent or
              Reorganized Polaroid and the Holder of the Allowed
              Non-Tax Priority Claim have agreed in writing.

          Class 1 Claims are Unimpaired and are not entitled to
          vote on the Plan.  Estimated percentage recovery is
          100%.

Class 2:  Other Secured Claims.

          Class 2 consists of Claims that are secured by a lien
          on property in which a Debtor's estate has an interest
          or that is subject to setoff under Section 553 of the
          Bankruptcy Code.

          Allowed Other Secured Claims will receive in full
          satisfaction, settlement and release of and in
          exchange for the Allowed Other Secured Claim:

          (a) cash equal to the amount of Allowed Other Secured
              Claim; or

          (b) other treatment agreed in writing.

          Class 2 Claims are Unimpaired and therefore are not
          entitled to vote on the Plan.  Estimated Percentage
          Recovery is 100%.  However, the Debtors believe that
          there are no Class 2 Claims against the Debtors.

Class 3:  General Unsecured Claims.

          Allowed Class 3 Claims will receive its pro rata share
          of the Initial Class 3 Distribution Amount.  On each
          ensuing Quarterly Distribution Date, each Holder of an
          Allowed Class 3 Claim will receive its pro rata share
          of the Quarterly Class 3 Distribution Amount.

          A holder of an Allowed Class 3 General Unsecured Claim
          may also elect to make a Lump Sum Election of $110 per
          each Unit of Stock that the holder would otherwise
          have been entitled to received in respect of its
          Allowed Class 3 Claim, unless the holder appropriately
          marks its Ballot to the contrary.  Payments to satisfy
          the Lump Sum Election will be funded by One Equity
          Partners LLC or its designee.

          Class 3 Claims are Impaired and therefore are entitled
          to vote on the Plan.  Estimated recovery is 1.5% to
          3.5%.

          The Debtors estimated the Allowed Class 3 Claims to be
          between $1,000,000,000 to $1,300,000,000.

Class 4:  Convenience Claims.

          Class 4 consists of any Claim that would otherwise be
          classified as a Class 3 General Unsecured Claim, but
          is Allowed in an amount equal to or less than $25,000.
          Allowed Convenience Claims will receive its pro rata
          share of cash in exchange for any stock that would
          otherwise have been distributed on account of the
          Allowed Convenience Claim.

          Class 4 Claims are impaired and, therefore, are
          entitled to vote on the Plan.  Estimated percentage
          recovery is 1.5% to 3.5%.

Class 5:  Intercompany Claims.

          Class 5 consists of:

          (a) any account reflecting Intercompany book entries
              by one Debtor with respect to any other Debtor; or

          (b) any Claim that is not reflected in the book
              entries and is held by a Debtor against any other
              Debtor.

          In connection with, and as a result of, the
          substantive consolidation of the Debtors' estates and
          Chapter 11 cases, on the Confirmation Date, or on
          another date as may be set by the Court, and subject
          to the occurrence of the Effective Date, all
          Intercompany Claims will be eliminated and the holders
          of Class 5 Claims will not be entitled to, and will
          not, receive or retain any property or interest in
          property on account of the Claims.

          Class 5 Claims are impaired and will receive no
          distribution under the Plan and are therefore deemed
          to reject the Plan and are not entitled to vote on the
          Plan.  Estimated percentage recovery is 0%.

Class 6:  Polaroid Interests and Subordinated Claims.

          Class 6 consists of the Old Common Stock, the Old
          Stock Options and all Subsidiary Interests, together
          with any other options, warrants, conversion rights,
          rights of first refusal or other rights, contractual
          or otherwise, to acquire or receive any Old Common
          Stock, Subsidiary Interests or other ownership
          interests in Polaroid, and any contracts,
          subscriptions, commitments or agreements pursuant to
          which the non-debtor party was or could have been
          entitled to receive shares, securities or other
          ownership interests in Polaroid and Subordinated
          Claims.

          On the Effective Date, the Old Common Stock and the
          Polaroid Interests will be cancelled and the holders
          of Class 6 Claims will not be entitled to, and will
          not, receive or retain any property or interest in
          property on account of the Polaroid Interests and
          Subordinated Claims.

          Class 6 Interests are impaired and will receive no
          distribution under the Plan and are therefore deemed
          to reject the Plan and are not entitled to vote on the
          Plan.  Estimated percentage recovery then is 0%.
          (Polaroid Bankruptcy News, Issue No. 30; Bankruptcy
          Creditors' Service, Inc., 609/392-0900)

Polaroid Corp.'s 11.50% bonds due 2006 (PRDC06USR1) are trading
at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PPL CORPORATION: Denies Talks to Merge with Midlands Electricity
----------------------------------------------------------------
Responding to rumors reported by the British press, PPL
Corporation (NYSE: PPL) said Monday that it is not involved in
talks to acquire or merge with Midlands Electricity, plc.

John R. Biggar, PPL's chief financial officer, said PPL is not
interested in merging with or acquiring Midlands.  "We are very
pleased with the performance of our Western Power Distribution
operation," said Biggar.  "We are concentrating on continuing to
improve that operation and do not intend to make additional
capital investments in the U.K."

PPL Corporation owns and operates WPD, which is based in
Bristol, England, and serves 2.5 million electricity delivery
customers in England and Wales.

PPL Corporation, headquartered in Allentown, Pa., controls about  
11,500 megawatts of generating capacity in the United States,
sells energy in key U.S. markets, and delivers electricity to
customers in Pennsylvania, the United Kingdom and Latin America.

PPL Corporation's September 30, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$7 billion.


PRIME GROUP: Law Firm Executes Sublease at One North Wacker Dr.
---------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) announced that Barnes &
Thornburg, an Indianapolis-based law firm, has executed a
sublease for 55,494 square feet at One North Wacker Drive,
subject to customary lender approval. The sublease commencement
date is June 1, 2003. "We continue to mitigate the Citadel
Investment Group, L.L.C. lease assumption liability at One North
Wacker," stated Jeffrey A. Patterson, Co-President and Chief
Investment Officer. Citadel is scheduled to take occupancy of
274,000 square feet at Dearborn Center in April, 2003.

In addition, the Company has sold a 40,000 square foot, two-
story building located at 4430 Railroad Avenue in the East
Chicago Enterprise Center industrial park in East Chicago, IN.
The existing tenant, the City of East Chicago which has occupied
the building for over three years, acquired the asset. The City
intends to convert the former detention center into general
office use. This sale is consistent with the Company's plan to
dispose of non-core assets.

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

                         *      *     *

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

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

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


REGUS BUSINESS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Regus Business Centre Corp.
             100 Manhattanville Road
             4th Floor
             Purchase, NY 10577

Bankruptcy Case No.: 03-20026

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Regus Business Centre BV                   03-20029
     Regus PLC                                  03-20028
     Stratis Business Centers Inc.              03-20027

Type of Business: Operates business service centers throughout
                  the United States.

Chapter 11 Petition Date: January 14, 2003

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Karen Dine, Esq.
                  Pillsbury Winthrop LLP
                  One Battery Park Plaza
                  New York, NY 10004
                  Tel: (212) 858-1000
                  Fax : (212) 858-1500

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000            
Stratis Business Centers Inc.      $245,000       $2,327,000


   A. Regus Business Centre Corp.'s 20 Largest Unsec. Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Independence Wharf LLC      Real Property Lease     $1,874,620
Robert Shepard
600 Memorial Drive
6th Floor
Cambridge, MA 02139
Tel: 617-503-5606
Fax: 617-577-0319

GATX Capital                Equipment Lease           $968,643
Steven Cuccinelli
201 Route 17N
Suite 300
Rutherford, NJ 07070
Tel: 201-438-4845
Fax: 201-438-8689

National Office Partners    Real property Lease       $709,373
Gary Holtzer
505 Montgomery
Suite 1550
San Francisco CA 94111

AT&T                        Trade                     $686,728
David Wisenburn
65 Wolf Road
Albany NY 12205
Tel: 518-437-3242
Fax: 518-437-3245

Morgan Lewis Bockius LLP    Real Property Lease       $618,427
Frank Fee
1111 Pennsylvania Ave.
Washington, DC 20004
Tel: 215-964-4684
Fax: 215-963-5001

California Corporate        Real Property Lease       $540,482
Properties A, LLC
Tom Owens
2800 Posyt Oak Blvd.
Houston, TX 77056
Tel: 713-966-2654
Fax: 713-966-7851

Integrated RE Services LLC  Real Property Lease       $513,650
Dean Erickson
#110 700 5th Avenue
Suite 600
Seattle, WA 98104
Tel: 206-624-9223
Fax: 206-382-9752

BFWV, LLC                   Real Property Leases      $468,001
Fred Wehba, Jr.
2049 Century East
Suite 2150  
Los Angeles, CA 90067
Tel: 310-300-1270
Fax: 310-282-8585

ORIX Herndon, LLC           Real Property Lease       $464,543
Jeffrey Plack
100 North Riverside Plaza,
Suite 1400
Chicago, IL 60606
Tel: 312-669-6440
Fax: 312-669-6464

The Water Garden Realty     Real Property Lease       $436,461
Holding LLC
522 5th Avenue
Floor 9
New York, NY 10036
Tel: 212-837-1329
Fax: 212-837-1763

Constructions & Associates  Trade                     $431,418
Sue Wilson
3333 Wellborn Street
Suite 200
Dallas, TX 75215-5104
Tel: 214-525-5167
Fax: 214-521-5468

The Irvine Co.              Real property Lease       $420,012
Rick Wandrocke
8105 Irvine Center Drive
Suite 300
Irvine, CA 92618
Tel: 949-720-2755
Fax: 949-721-1125

Woodfield Preserve Phase    Real Property Lease       $420,012
I LLC    
Tom Owens
2800 Post Oak Road
Houston, TX 77056

Structuretone               Trade                     $388,165
Rose Kelley/Randy Goodman
15 East 26th Street
New York, NY 10010-1589
Tel: 212-481-6100

Roackwell Automation        Real Property lease       $377,791
Michael Duffy
1201 South Second Street  
Milwaukee WI
Tel: 414-382-4242
Fax: 412-382-2800

BFP 245 Park Co. LP         Real Property Lease       $351,741
David Arthur
One Liberty Plaza
New York, NY 10006
Tel: 416-359-8537

General Instrument Corp.    Real Property Lease       $351,495
Brent Brown
101 Tournament Drive
Horsham, PA 19044
Tel: 416-359-8537

Rabobank International      Real property Lease       $324,883
Bruce Meurer
36th Floor
245 Park Avenue
New York, NY 10167-0062
Tel: 212-916-3722
Fax: 212-808-2590

AT&T Global Real Estate     Real Property Lease       $322,661
Judy Colet
4513 Western Avenue
Lisle, IL 60532
Tel: 630-810-6046


   B. Regus Business Centre BV's 20 Largest Unsec. Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
GATX Capital                Guaranty of Equipment     $968,643
Steven Cuccinelli
201 Route 17N  
Suite 300
Rutherford, NJ 07070
Tel: 201-438-4845
Fax: 201-438-8689

National Office Partners    Guaranty of Real          $709,373
505 Montgomery              Equipment Lease
Suite 1550
San Francisco CA 94111
Attn: Gary Holtzer
Tel: 415-986-8206
Fax: 415-986-8206

California Corporate        Guaranty of Real          $540,482
Properties A, LLC          Property Lease
Tom Owens
2800 Post Oak Blvd.
Houston, TX 77056
Tel: 713-966-2654
Fax: 713-996-7851

The Water Garden Realty     Guaranty of Real          $436,461
Holding LLC                Property Lease
David Chen
522, 5th Avenue
Floor 9
New York, NY 10036
Tel: 212-837-1329
Fax: 212-837-1763      

BFP 245 Park Co LP          Guaranty of Real          $351,741
David Arthur
One Liberty Plaza
New York, NY 10006
Tel: 416-359-8537

General Instrument Corp.    Guaranty of Real          $351,495
Brent Brown                 Property Lease   
101 Tournament Drive
Horsham, PA 19044
Tel: 847-576-7220

Robobank International      Guaranty of Real          $324,883
Bruce Meurer
36th Floor
345 Park Avenue
New York, NY 10167-0062
Tel: 212-916-3722
Fax: 212-808-2590

Cousins Properties Inc.     Guaranty of Real Property $299,918
John Murphy                 Lease
2500 Windy Ridge Parkway
Suite 1600
Atlanta, GA 30339
Tel: 770-857-2380
Fax: 770-857-2365

Glendale Plaza Realty       Guaranty of Real Property $294,653
Holding Co.                Lease
David Chen
522 5th Avenue
Floor 9
New York, NY 10036
Tel: 212-837-1329
Fax: 212-837-1763

ELAS S8                     Guaranty of Real         $235,209
                            Property Lease

Royal Caribbean Cruises     Guaranty or Real          $224,077
Ltd.  

1111 Brickell Office LLC    Guaranty of Real          $139,740
                            Property Leases

Perimeter Summit            Guaranty of Real Property $115,490
                            Lease

24th and Camelback LLC      Guaranty of Real Property $106,780     
                            Lease

Cousins Loret Venture, LLC  Guaranty of Real Property  $98,609
                            Lease

One Overton Park LLC        Guaranty of Real Property  $92,761     
                             Lease


Ameritech Credit Corp.      Guaranty of Real Property  $92,703
                             Lease

The Water Garden            Guaranty of Real Property  $86,510
                             Lease

Washington R.E. Equities    Guaranty of Real Property  $79,989
   

   C. Regus PLC's 20 Largest Unsec. Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Integrated RE Services LLC  Real Property Lease       $513,650    
Dean Erickson
#110 700 5th Avenue
Suite 600
Seattle, WA 98104
Tel: 206-624-9223
Fax: 206-382-9752

BFWV, LLC                   Real Property Lease       $468,001
Fred Wehba Jr.
21st Century Plaza
2049 Century Park East
Suite 2150
Los Angeles, CA 90067
Tel: 310-300-1270
Fax: 310-282-8585

ORIX Herndon, LLC           Real Property Lease       $464,543
Jeffrey Plack
100 North Riverside Plaza
Suite 1400
Chicago, IL 60606
Tel: 312-669-6440
Fax: 312-669-6464
Rockwell Automation         Real Property Lease       $377,791
Michael Duffy
1201 South Second Street
Milwaukee, WI
Tel: 414-382-4242
Fax: 412-382-2800

Arden Realty Ltd.           Guaranty of Real          $280,918
Partnership                Property Lease    
Robert Peddicord
11601 Wilshire Blvd.
4th Floor
Los Angeles, CA 90025
Tel: 310-996-2600
Fax: 310-996-9494

CMD Properties              Guaranty of Real          $249,278
                            Property Lease

TYC Development Company LLC Guaranty of Real          $237,032
                            Property Lease        

Equity Office Properties    Guaranty of Real          $228,545
                            Property Lease

Gateway Harrison Inc.       Guaranty of Real          $215,827
                             Property Lease

Plaza 7000 Ltd.             Guaranty of Real          $209,920
                            Estate Lease

Prentiss Properties         Guaranty of Real          $203,694    
                            Estate Lease            

Insight Financial           Guaranty of Real          $198,556
                            Estate Lease

795 Folson Realty           Guaranty of Real          $190,199
Associates, LP              Estate Lease

MDM Development Co. LLC     Guaranty of Real          $189,424
                            Estate Lease

Colonial Properties Trust   Guaranty of Real          $182,005
                            Estate Lease

CB Richard Ellis            Guaranty of Real          $176,555
                            Estate Lease

ASP Lighton, LLC            Guaranty of Real          $173,458
                            Estate Lease

Equity Office Properties    Guaranty of Real          $170,424
                            Estate Lease

Trizec Properties Inc.      Guaranty of Real          $164,663
                            Estate Lease

Cali Pennsylvania Realty    Guaranty of Real          $162,692
Associates                  Estate Lease


SEVEN SEAS: Ch. 11 Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Seven Seas Petroleum Inc.
        5555 San Felipe Suite 1700
        Houston, Texas 77056

Bankruptcy Case No.: 02-45206

Chapter 11 Adjudication Date: January 14, 2003

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Tony M. Davis, Esq.
                  Baker Botts LLP
                  One Shell Plz
                  910 Louisiana
                  Houston, TX 77002-4995
                  Tel: 713-229-1547

U.S. Trustee: Diane G. Livingstone
              Hector Duran
              Office of the US Trustee
              515 Rusk Street
              Suite 3516
              Houston, TX 77002

Total Assets: $180,389,000 (as of Sept. 30, 2002)

Total Debts: $185,970,000 (as of Sept. 30, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York            Debt Issuance          $22,500,000
600 North Pearl #420        Accrued Interest not
Dallas, TX 75201            included

Chesapeake Energy Corp.     Debt Issuance          $22,500,000
Western Avenue              Accrued Interest not
Oklahoma City, OK           Included

Bank of Nova Scotia,        Bond Debt             $110,000,000
Trustee
Pat Keane
One Liberty Plaza
New York, NY 10006   
Tel: 212-225-5427

Anthony Stuart              Change of Control         $180,000  
                             Agreement or Retention
                             Bonus

Cushman and Wakefield       Lease                     $136,000

Russ Cunningham             Change of Control         $137,500   
                            Agreement or Retention Bonus         

Raymond H. Parsons          Change of Control         $125,000
                            Agreement or Retention Bonus

CIBC World Markets          Fee to banker handling     $63,005
                            Sale of assets

Tim Frazier                 Change of Control          $46,000
                            Agreement or Retention Bonus    

Dan Drum                    Change of Control          $36,000
                            Agreement or Retention Bonus

Marcela Vaca                Rentention Bonus           $34,940

IOS Capital                 Copier Rental              $31,236

Bowne of Houston            SEC Submission Charges     $14,335

Caribbean Management        Subsidiary Management      $13,886    
                            Fees Cayman Islands

Deloitte and Touche         Tax Consulting             $10,500

Luis Quiroga                Retention Bonus             $9,083

Sandra Blundell             Retention Bonus             $7,500

Marisol Aguilera            Retention Bonus             $5,333

Bull, Houser and Tupper     Attorneys' Fees             $1,982   

Ernst & Young & Young       Ex-Pat Individual Tax       $8,400     
                            Filing Fees


SOLECTRON: Expands Customer Relationship Management in Europe
-------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management services,
has acquired Ce.Mar Srl., the leading call center and technical
support service provider in Italy. The acquisition strengthens
Solectron's customer relationship management offerings in
Europe.

As a result of the acquisition, Solectron will provide technical
support services, including call receiving, help desk and e-mail
support for the Italian market. Ce.Mar, a private company based
in Milan, handles more than 11,100 technical support requests a
day. The company's major customers include Hewlett Packard,
Amplifon, Alleanza Assicurazioni, Banca Intesa BCI, Banca Intesa
Leasing, Oce, Olivetti, Otis, Philips Medicali and Pirelli.
Solectron expects to integrate Ce.Mar into its Global Services
business unit. Financial terms were not disclosed.

"This transaction strengthens Solectron's CRM capabilities in
Europe and enables us to meet the increasing demand for CRM
services in Italy," said Joop Heijenrath, Solectron Global
Services vice president of Europe. "Ce.Mar's strong management
team, financial performance and history of enhancing their
customers' brands with their end-users are a natural fit with
Solectron."

"We welcome the opportunity to work for Solectron," said Sandra
Cecchi, managing director of Ce.Mar. "Solectron's industry
leading CRM and after-sales support will provide additional
services to our current customers."

Solectron Global Services provides customer care for many of the
world's leading technology companies and e-businesses, including
cable and dial-up Internet service providers and other Internet-
based businesses, wireless carriers, cell phones and
manufacturers of PCs and related equipment, such as printers,
scanners, modems, digital cameras, and handheld personal
assistants. Solectron's contact centers are open 24 hours a day,
seven days a week to take calls from people who need information
on or help using these technologies. The company has CRM
operations around the globe, including European operations in
France, Germany, the Netherlands, Sweden, Spain and the United
Kingdom.

Solectron -- http://www.solectron.com-- provides a full range  
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, the first
two-time winner of the Malcolm Baldrige National Quality Award,
has a full range of industry-leading capabilities on five
continents. Its headquarters are in Milpitas, Calif.

                          *   *   *

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.


SUN COUNTRY: Brings-In John Fredericksen as General Counsel
-----------------------------------------------------------
Sun Country Airlines announced that John S. Fredericksen has
joined the company as Vice President and General Counsel.

Fredericksen, 53, was most recently Executive Vice President-
Administration and General Counsel with Mesaba Airlines in
Minneapolis. Before joining Mesaba in 1992, Fredericksen was
president of the Regional Airline Association in Washington,
D.C., and also served as an attorney with the Federal Aviation
Administration.

"John brings us the experience and airline expertise required
for the general counsel role at Sun Country, as well as
demonstrated leadership and operating experience," said Jay
Salmen, Sun Country's President and Chief Executive Officer. "We
are pleased to have him joining our senior leadership team as
Sun Country continues to make significant progress towards
growth and profitability."

Fredericksen received his bachelor's degree in physics from the
University of Washington in 1971, and he is a 1980 graduate of
the University of Southern California Law School. He is also a
former naval aviator.

Sun Country Airlines is a low-fare, low-cost passenger airline
that provides high quality customer service on point-to-point
routes. The company serves leisure travel markets with a fleet
of seven new Boeing 737-800 aircrafts. On January 9, 2002,
certain creditors of Sun Country filed an involuntary Chapter 7
petition in the U.S. Bankruptcy Court for the District of
Delaware.


TESORO PETROLEUM: Appoints Mark Wilson as New VP for Retail
-----------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) announced the promotion
of Mark Wilson to vice president, retail, effective Feb. 1,
2003.

Mark joined Tesoro in September 2000 as general manager, retail,
in Tesoro's Denver, Colo., office. He is currently responsible
for managing Tesoro's retail initiatives in the Mountain,
California & Southwest, and Pacific Northwest regions.

Mark has led numerous projects to improve the company's retail
marketing effort, including serving as the team lead for the
acquisitions of the BP/Amoco and Beacon retail outlets
associated with the company's recent refinery purchases, as well
as the divestiture of the company's Beacon retail assets.

Prior to Tesoro, Mark spent 16 years with Texaco/Equilon holding
various positions with increasing responsibilities. He earned a
bachelor's degree in management finance from Park College in
Parkville, Mo.

"Mark has made significant contributions in focusing Tesoro's
retail program in core marketing areas to better serve our
customers' needs and requirements," said Steve Wormington,
executive vice president, marketing.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes over 600 branded retail stations; of which over
200 are company operated under the Tesoro(R) and Mirastar(R)
brands.

As reported in Troubled Company Reporter's Monday Edition, Fitch
Ratings lowered the debt ratings of Tesoro Petroleum
Corporation. The rating action reflects Tesoro's constrained
capital structure and weak credit protection in a weak refining
margin environment in recent quarters.

Fitch has downgraded Tesoro's senior secured credit facility to
'BB-' from 'BB' and the company's subordinated debt to 'B' from
'B+'. The Rating Outlook remains Negative due to the continued
volatility and uncertainty in global crude markets and the U.S.
refining sector as the company works to repair its balance
sheet.


TESORO: Will Comply with Calif. Mandated MTBE Phase-Out Criteria
----------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) will be in full
compliance with the State of California's MTBE phase-out
guidelines by the year-end 2003 deadline.

Additionally, as early as April 2003, the company will have the
flexibility to provide the market and customers with CARBOB
suitable for blending while continuing to provide MTBE blended
gasoline for distribution purposes. The project will also
increase the company's current CARB production by about 20,000
barrels per day.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes over 600 branded retail stations; of which over
200 are company operated under the Tesoro(R) and Mirastar(R)
brands.

Tesoro Petroleum Corp.'s 9.625% bonds due 2008 (TSO08USN1) are
trading at about 59 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TSO08USN1for  
real-time bond pricing.


THE NEW POWER COMPANY: Court to Consider Plan on Feb. 12, 2003
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, approved the Disclosure Statement prepared by
The New Power Company and its debtor-affiliates to explain their
Plan of Reorganization. The Bankruptcy Court found that the
Disclosure Statement contains adequate information, as required
by 11 U.S.C. Section 1125 and, if creditors will read it,
provides the right kind of information to enable creditors to
make informed decisions about whether to vote to accept or
reject the Plan.

The Honorable W. Drake Homer, Jr., will convene a hearing on
February 12, 2003, to see whether creditors voted to accept the
plan and consider whether it should be confirmed.

Objections, if any, to confirmation of the Debtors' Plan must be
received no later than 4:00 p.m. (Eastern Time) on Jan. 31,
2003, by:

     (i) the Bankruptcy Court

    (ii) Co-Counsel to the Debtors
         King & Spalding
         191 Peachtree Street,
         Atlanta, Georgia 30303
         Attn: Paul K. Ferdinands, Esq.
     
                -and-

         Sidley Austin Brown & Wood LLP
         787 Seventh Avenue
         New York, NY 10019
         Attn: William M. Goldman, Esq.

   (iii) Counsel to the Creditors Committee
         Morris, Manning & Martin
         1600 Financial Center
         Atlanta, Georgia 30326
         Attn: Frank W. DeBorde, Esq.

    (iv) Office of the U.S. Trustee
         362 Richard Russell Building
         75 Spring Street SW
         Atlanta, Georgia 30303
         Attn: Jeneane Treace, Esq.

The Debtors, through its operating unit, The New Power Company,
are a provider of electricity and natural gas to residential and
small commercial customers in markets that have been deregulated
to permit retail competition. The New Power Company and its
debtor-affiliates filed for Chapter 11 protection on June 11,
2002. When the Debtors filed for protection from its creditors,
it listed total assets of about $231.8 million and total debts
topping $79 million.


TWINLAB CORP: Completes Bronson Laboratories Sale for $8 Million
----------------------------------------------------------------
Twinlab Corporation (OTCBB: TWLB) completed the sale of
substantially all of the assets, including inventory, of Bronson
Laboratories, Inc., its mail-order catalog subsidiary.

The sale, for an aggregate of approximately $8.0 million in
cash, was made to a privately held, New York based dietary
supplement manufacturer. The Company will utilize the proceeds
of the sale to reduce borrowings outstanding under its revolving
credit facility.

Twinlab Corporation, headquartered in Hauppauge, N.Y., is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.

As previously reported, Twinlab's September 30, 2002 balance
sheet shows a total shareholders' equity deficit of about $5
million.


UNITED AIRLINES: Signing-Up Huron as Restructuring Consultant
-------------------------------------------------------------
UAL Corp., seeks an order authorizing the employment and
retention of Huron Consulting Group as restructuring consultant.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Eugene R. Wedoff that Huron's professionals have a wealth of
experience in restructuring consulting services in
reorganization proceedings and have an excellent reputation.  
Huron has been engaged as the Debtors' restructuring consultant
since September 16, 2002.

Huron's services are necessary to enable the Debtors to collect,
verify, and organize all financial information necessary for a
successful reorganization.  The Debtors believe that Huron is
well qualified and able to represent the Debtors in a cost-
effective, efficient and timely manner.

Huron will provide accounting and restructuring consulting
services as deemed appropriate and feasible in order to assist
the Debtors in the course of these Chapter 11 cases, including
but not limited to:

   (a) reviewing financial and other information as necessary to
       maintain an understanding of the Debtors' operations and
       financial position;

   (b) assisting the Debtors in connection with financial
       reporting matters resulting from the bankruptcy and
       restructuring, and any reports required by the Court;

   (c) reviewing cash or other projections and submissions to
       the Court of reports and statements of receipts,
       disbursements and indebtedness;

   (d) assisting the Debtors with formulating a plan of
       reorganization and accompanying disclosure statement;

   (e) consulting with the Debtors' management and counsel in
       connection with other business matters relating to the
       activities of the Debtors;

   (f) assisting the Debtors with the preparation of a
       liquidation analysis;

   (g) providing expert testimony as required;

   (h) assisting the Debtors in preparing communications to
       employees, customers and creditors;

   (i) working with accountants and other financial consultants
       for the banks, committees and other creditor groups;

   (j) assisting in the review of financial information and
       strategic options regarding the operations of foreign
       subsidiaries; and

   (k) providing such other financial and business consulting
       services as required by the Debtors and legal counsel.

Huron may provide additional restructuring consulting services
to the Debtors' estates.  Huron will carry out unique functions
and will coordinate with the Debtors other retained
professionals to avoid unnecessary duplication of services.

Huron has agreed to represent the Debtors at its normal, hourly
billing rates:

        Managing Directors       $450-$550
        Directors                $350-$450
        Managers                 $310-$350
        Associates               $250-$310
        Analysts                 $175

and will expect to be reimbursed for all reasonable out-of-
pocket expenses.

Huron received $500,000 in advance payments for its pre-petition
services related to the filing of the bankruptcy petitions.  The
Debtors' have agreed that any portion of the advance payment
retainer not used to compensate Huron for its prepetition
services and expenses ultimately will be used by Huron to apply
against its post-petition billings, and will not be placed in a
separate account.

Thomas J. Allison, Managing Director of Huron Consulting Group
LLC, says that based on the results of the conflict search
conducted to date, Huron is a "disinterested person" as that
term is defined in section 101(14) of chapter 11 of title 11 of
the Unites States Code. (United Airlines Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

United Airlines' 9.00% bonds due 2003 (UAL03USR1), DebtTraders
reports, are trading at about 7 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL03USR1for  
real-time bond pricing.


UNITED AIRLINES: Further Enhances Marketing Pact with US Airways
----------------------------------------------------------------
United Airlines (NYSE: UAL) and US Airways began the next phase
of their marketing partnership with additional code-share
flights available for customers to make reservations beginning
Monday.

Through this new phase of code sharing, US Airways customers now
have expanded access to a total of 188 new flight segments to
the West and Southwest through Pittsburgh, including the first-
time destination of Tucson, Ariz.  United customers now are able
to travel on 79 new flight segments, including single-carrier
access from Pittsburgh to Latin America, via Miami. More code-
share flights will be introduced in February and beyond.

United will continue to expand its network by placing its code
on US Airways flights within the eastern U.S. and on select
international flights including US Airways' expanding Caribbean
route network.  US Airways will add connection options for
customers whose destinations are in the western U.S., as well as
for international travelers headed for Asia, Europe, and Latin
America.

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

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

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

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

                        Future Benefits

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

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

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

US Airways, the US Airways Express carriers and US Airways
Shuttle offer service to 201 destinations worldwide.  News
releases and other information about US Airways is available
online at http://www.usairways.com

Information on United's flight schedules and fares is also
available online at united.com , or by calling United's
Reservations at 1-800-UNITED1. For more information on US
Airways' flight schedules and fares, contact US Airways online
at usairways.com , or contact US Airways reservations at 1-800-
428-4322.


US AIRWAYS: Seeks Go-Signal to Reject Nine More Aircraft Leases
---------------------------------------------------------------
US Airways seeks the Court's authority to reject nine more
Aircraft Leases:

   Tail Numbers      New Monthly Rate        Annual Cost Savings
   ------------      ----------------        -------------------
    N404US            $360,000                $7,052,608
    N405US            ($90,000 per plane)
    N417US
    N418US
    (Boeing 737)

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

According to John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, the Leased Aircraft no longer fit into
the Debtors' business plan and are no longer utilized.  Each
Leased Aircraft does not have any marketable value that would
benefit the Debtors' estates, making the Leases burdensome.

                    Manufacturers Hanover Objects

Manufacturers Hanover Leasing International Corp. is the
beneficial owner of 8 Boeing Model 737 Aircraft, according to
Mark Thompson, Esq., at Simpson, Thatcher & Bartlett.  The
Aircraft were leased to US Air under a leveraged lease
structure. In this structure, the Owner Trustee holds title to
the Aircraft but all beneficial ownership rests with the Owner.  
The Owner Trustee leased the Aircraft to USAir.  All beneficial
interests in the lease belong to the Owner.  Both the Aircraft
and the Lease were then mortgaged to Wachovia National Bank, as
indenture trustee for a variety of noteholders.  The Indenture
secures non-recourse debt that, along with the Owner's funds,
financed the purchase price of the Aircraft.

Mr. Thompson notes that the Mortgagee has the rights of a
secured creditor, but no more, and only as spelled out in the
Financing Agreements.  Mortgagee has not foreclosed the Owner's
interest in the Aircraft or the leases or exercised any other
remedy of a secured creditor against Owner's interest.  Thus, at
this time, their relative rights and obligations are entirely
governed by the Financing Agreements.  Certain of the Owner's
rights of the Aircraft and Leases survive by default by USAir in
the leases and certain of those rights survive by default by the
Owner in payment of the non-recourse debt secured by the
Aircraft.

Mr. Thompson notes that the Debtors' motion materially affects
the Owner's rights and interests.  Manufacturers Hanover has not
consented to the relief and was not even served with the motion
and related papers.

Mr. Thompson argues that USAir is evading the consent
requirement by changing the form of the transaction, calling it
a rejection and re-leasing on different terms.  "This is just
semantics," Mr. Thompson says.  The Owner was not brought in the
negotiation, has not given consent, and its interest has not
been extinguished by foreclosure or any other judicial process.  
Accordingly, purporting to enter into new leases cannot be
approved without the Owner's consent.

The Debtors assert that restructuring the leases of the Owner's
Aircraft expressly calls for a finding by this Court that the
Owner's consent is not needed to effectuate a restructuring,
compromise and waiver.  This would fly in the face of specific
provisions of underlying agreements and would adjudicate the
rights between non-debtors under agreements to which USAir is
not a party.  This is jurisdictionally and procedurally
questionable, Mr. Thompson insists.

                       Wachovia Reacts

On Wachovia N.A.'s behalf, Elizabeth P. Smith, Esq., at LeBoeuf,
Lamb, Greene & MacRae, notes that Manufacturers Hanover does not
question the propriety of the Debtors to reject and terminate
aircraft leases and enter into new leases with the secured party
entitled to possession of the aircraft leases.  Rather,
Manufacturers Hanover asserts that the secured party is not
authorized to foreclose on the aircraft equipment and assign the
leases to another buyer.  "This assertion is wholly without
merit," Ms. Smith says.

According to Ms. Smith, Wilmington Trust owns each of the
Aircraft.  Pursuant to the Financing Agreements, each Owner
Trustee granted to Wachovia as Equipment Trust Trustee a
security interest in the Aircraft, the Leases and the income
derived therefrom.

Ms. Smith asserts that Manufacturers Hanover attempts to blur
the distinction between itself as Owner Participant and
Wilmington Trust as Owner Trustee.  However, Wilmington Trust,
not Manufacturers Hanover, is the current legal owner and lessor
of the Aircraft.  In fact, the Owner Participant is not a party
to the Leases or the Equipment Trust Agreements and has no
rights thereunder.

Ms. Smith argues that neither Wilmington Trust nor Manufacturers
Hanover has any rights under the Financial Agreements that is
being infringed.

In addition, Ms. Smith notes, Manufacturers Hanover's assertion
that entry into New Leases would circumvent limitations imposed
by the Financing Documents is unsustainable.  The Agreements
expressly permit the secured party to enter into New Leases.  
The Agreements specifically reserve Wachovia's rights to
possession of the Aircraft.  Moreover, Ms. Smith says, Wachovia
is free as a secured creditor to enter into New Leases if it
deems it prudent and commercially reasonable.  Thus, Ms. Smith
contends, Wachovia's actions going forward are simply the
prudent exercise of permitted remedies consistent with the
direction of the majority of the Holders. (US Airways Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


VENTURE CATALYST: Terminates Merger Agreement with Speer Corp.
--------------------------------------------------------------
On January 14, 2003, Venture Catalyst Incorporated, acting
pursuant to the direction of the Special Committee of
independent directors, mutually agreed with L. Donald Speer, II,
VCAT's Chief Executive Officer, Chief Operating Officer and
Chairman of the Board, and Speer Casino Marketing, Inc., a
Delaware corporation wholly owned by Mr. Speer, to terminate the
Agreement and Plan of Merger that was entered into among VCAT,
Mr. Speer and Speer Corporation on May 13, 2002.

The parties decided to abandon the proposed merger and terminate
the Merger Agreement because (i) the Securities and Exchange
Commission informed VCAT that the contingent payments that would
have been made to VCAT's shareholders as part of the merger
consideration would need to be registered with the Commission in
order for the proposed merger to proceed; (ii) a number of
changes in business circumstances occurred subsequent to the
execution of the Merger Agreement, including the launching of
the VCAT's Mariposa software product; better than expected
revenues paid to VCAT in connection with the operation of VCAT's
consulting agreement with the Barona Tribe, and the opening of
the Barona Tribe's Barona Valley Ranch Resort and Casino
project; (iii) as a result of these changes in business
circumstances and other business uncertainties, the independent
financial advisor to the Special Committee of independent
directors was unable to give an updated fairness opinion with
respect to the proposed merger; and (iv) in light of the
foregoing, such Special Committee was unable to continue to
recommend the proposed merger to VCAT's shareholders.

Venture Catalyst Incorporated is a service provider of gaming
consulting, infrastructure and technology integration in the
California Native American gaming market.

At September 30, 2002, Venture Catalyst's balance sheet shows a
total shareholders' equity deficit of about $8 million.


VENTURES NATIONAL: Needs New Financing to Fund Cash Requirements
----------------------------------------------------------------
Ventures National Inc., is a manufacturer of time sensitive,
high tech, prototype and pre-production printed circuit boards
with the equipment capability for expansion to include backplane
assembly. It provides time-critical printed circuit board
manufacturing services to original equipment manufacturers and
electronic manufacturing services providers. Its prototype
printed circuit boards serve as the foundation in many
electronic products used in telecommunications, medical devices,
automotive, military applications, aviation components,
networking and computer equipment. Its time sensitive and high
quality manufacturing services enable its customers to shorten
their time-to-market cycle throughout their product's research
and development phase as well as their product's introduction
and ramp-up phase, thus increasing their competitive position.
The Company's focus is on high quality niche printed circuit
boards consisting of complex, multi-layered, fine-lines and
high-performance materials with delivery cycles between 24 hours
and standard 10 day lead times at a competitive price.

Revenue increased by $99,072, or 5%, from $1,978,097 in Q1-02 to
$2,077,169 in Q1-03. This increase resulted primarily from an
increase in the number of printed circuit boards sold, partially
offset by the decrease in selling prices. The Company expects
the number of printed circuit boards it sells to fluctuate with
the changes in demand from its customers and, the prices it
charges customers to fluctuate as a result of intense
competition in the printed circuit board industry.

The Company's net loss increased by $769,469, or 225%, from net
losses of $343,229 in Q1-02 to $1,112,698 in Q1-03. As a
percentage of revenue, net loss increased from 18% in Q1-02 to
54% in Q1-03 largely due to non-recurring costs incurred during
Q1-03.

Since recommencing development stage activities, and Titan EMS,
Inc. since inception, have not generated profits. Moreover, the
Company will need to increase significantly its operating
expenses to implement its business plan. As a result of the
foregoing factors, the Company could incur significant losses on
a quarterly and annual basis for the foreseeable future. Its
ability to generate revenue and profits in the long term will
depend primarily upon the successful implementation of its
business plan. No assurance can be given that it will be
successful in implementing its business plan or that it will
generate sufficient revenue to achieve profitability.

If the anticipated cash generated by operations is insufficient
to fund requirements and losses, the Company will need to obtain
additional funds. There can be no assurance that financing will
be available in amounts or on terms acceptable to Ventures, if
at all.


WARNACO GROUP: Court Okays Stipulation re Entry into Fee Letter
---------------------------------------------------------------
Pursuant to The Warnaco Group, Inc., and its debtor-affiliates'
Plan, "on the Effective Date, the Reorganized Debtors will enter
into definitive documentation with respect to the Exit Financing
Facility" with certain lenders. Accordingly, on December 17,
2002, the Debtors entered into a $275,000,000 Senior Secured
Exit Revolving Credit Facility.

To enable the Debtors to obtain a commitment from the lenders to
provide the Exit Financing Facility, the Debtors executed a
Commitment Letter, together with a Fee Letter.  The Fee Letter
provides, among other things, for the non-refundable payment by
the Debtors, subject to Bankruptcy Court approval, of
"Arrangement and Syndication Fees" in the amount of 1.25% of the
maximum amount of the Exit Financing Facility, which amount, for
purposes of calculating the Fee, will not be less than
$275,000,000.  Approximately $859,375 of the amount is payable
on the Debtors' execution of the Commitment Letter and the
remainder is payable upon the closing of the Exit Financing
Facility.

Moreover, the Plan of Reorganization provides for the issuance
of New Warnaco Second Lien Notes amounting to $200,940,000,
$200,000,000 of which will be distributed pursuant to the Plan
to holders of Senior Secured Bank Claims.  In addition, the Plan
contemplates the mandatory repayment of the New Warnaco Second
Lien notes with the cash proceeds of, among other things,
issuances of subordinated debt or equity by Reorganized Warnaco
after the Effective Date of the Plan -- the Anticipated
Offering.

In contemplation of the Anticipated Offering, the Debtors,
together with Salomon Smith Barney Inc. and J.P. Morgan
Securities Inc. -- the Offering Managers -- have entered into an
Engagement Letter, wherein the Offering Managers will serve as
exclusive "Joint Book-Running Managers" with respect to the
Anticipated Offering on the terms of the Engagement Letter.

Accordingly, the Debtors, the Official Committee of Unsecured
Creditors and the Debt Coordinators for the Prepetition Banks
stipulate and agree that:

1. The Debtors are authorized, pursuant to Section 363 of the
   Bankruptcy Code, to execute and enter into the Commitment
   Letter and the Fee Letter with respect to the Exit Financing
   Facility, including, without limitation, payment of the
   "Arrangement and Syndication Fees" provided for in the Fee
   Letter; and

2. The Debtors are authorized, pursuant to Section 363 of the
   Bankruptcy Code, to enter into the Engagement Letter with
   respect to the Anticipated Offering.

Accordingly, Judge Bohanon puts his stamp of approval on the
Stipulation. (Warnaco Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WHEREHOUSE ENTERTAINMENT: Files for Chapter 11 Protection
---------------------------------------------------------
Wherehouse Entertainment, Inc. announced that in order to
facilitate its capital restructuring initiatives and streamline
its operations, Wherehouse and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code. Since the installation of the Company's current senior
management team in June 2002, a comprehensive review of all
operations including the corporate headquarters has been
underway. As part of its program to improve its competitiveness
and profitability, Wherehouse recently closed 30 stores and
expects to close an additional 120 unprofitable or
underperforming stores within the next several months.
Wherehouse expects that its remaining approximately 250 stores
will form a solid basis for a return to profitability. These
stores will continue to operate as normal.

"After careful evaluation of various restructuring and
recapitalization alternatives, we concluded that a voluntary
reorganization under Chapter 11 presents the most effective
means to restructure the Company's operations, strengthen its
capital structure and position Wherehouse to compete effectively
in the new music industry," said Wherehouse President and Chief
Executive Officer Jerry Comstock.

He said the increase in illegal downloading music and CD
burning, coupled with continued pressure from the major discount
retailers to sell product below cost has resulted in significant
sales declines for the specialty retailer.

"The retail music environment has changed dramatically in the
last three years and through the Chapter 11 process we believe
Wherehouse will be able to restructure its operations and exit
underperforming stores while creating an appropriate capital
structure that will support re-investment in our stores," Mr.
Comstock said.

As part of its restructuring initiatives, the Company intends to
re-invest capital in its stores to create a more interactive
environment for its customers including remodeling the stores,
increasing listening availability and installation of
interactive kiosks.

Mr. Comstock said that neither Wherehouse's customers nor its
employees at its continuing stores will notice any difference in
operations as a result of the filing. During the reorganization
process vendors will be paid for post- petition purchases of
goods and services in the ordinary course. The Company has asked
for Court permission to continue to honor its current customer
policies regarding merchandise returns and to honor outstanding
gift cards, so that there will be no impact on customers. Courts
typically grant such requests and Wherehouse expects that the
Court will do so here.

"Wherehouse has been in continuous operations for over 30 years
and we anticipate that the vast majority of the music labels, as
well as our other vendors, will recognize the value of doing
business with us long term. With their support, the hard work of
our employees and the actions we are taking to restructure our
balance sheet, rationalize the number of stores, and continue
initiatives to improve our product mix, we are confident
Wherehouse will emerge from this process as a stronger, leaner,
more efficient operation."

The Company and its subsidiaries filed their voluntary Chapter
11 petitions in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Based in Torrance, California, Wherehouse Entertainment, Inc. is
one of the leading specialty retailers of prerecorded music,
videocassettes, DVDs, video games, personal electronics and
accessories in the United States. The company currently operates
370 retail stores in 23 states under the names Wherehouse Music,
Tu Musica, and XChange.


WHEREHOUSE ENTERTAINMENT: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Wherehouse Entertainment, Inc.
             19701 Hamilton Avenue
             Torrance, California 90502
             fka WEI Acquisition Co.

Bankruptcy Case No.: 03-10224

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Wherehouse Holding I Co., Inc.             03-10225
     Wherehouse Holding II Co., Inc.            03-10226
     Wherehouse Subsidiary I Co., Inc.          03-10227
     Wherehouse Subsidiary II Co., Inc.         03-10228
     Wherehouse Subsidiary III Co., Inc.        03-10229
     Wherehouse.com, Inc.   03-10230

Type of Business: Debtor sells prerecorded music,
                  videocassettes, DVDs, video games, personal
                  electronics, blank audio cassettes and
                  videocassettes, and accessories.

Chapter 11 Petition Date: January 20, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Mark D. Collins, Esq.
                  Paul Noble Heath, Esq.  
                  Richards Layton & Finger
                  PO Box 551
                  Wilmington, De 19899-0551
                  Tel: 302 651-7531
                  Fax : 302-651-7701

Total Assets: $227,957,000

Total Debts: $222,530,000

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Fox Video                   Trade Debt              $2,646,226  
Kathy Sarami
2121 Avenue of the Stars
Suite 2007
Los Angeles, CA 90067
Tel: 310-369-4820
Fax: 310-969-1183

Koch International LLC      Trade Debt              $1,200,398
Donna Ienopoli
2 Tri-Harbor Court
Port Washington, NY 11050
Tel: 516-484-1000
Fax: 516-484-4746

Columbia Tristar Home       Trade Debt                $778,642
Video
Dan Steves
10202 West Washington Blvd.
Suite 2412
Culver City, CA 90232-3195
Tel: 310-244-3672
Fax: 310-244-4886

Electro Source, Inc.        Trade Debt                $764,435
Kelly Stephenson
1840 East 27th Street
Vernon, CA 90058

Colby & Partners            Contract                  $747,987
Mary Ferguson
2001 Wilshire Blvd.
6th Floor
Santa Monica, CA 90403
Tel: 310-586-5600
Fax: 310-586-5894

Southwest Wholesale         Trade Debt                $586,746
Angie Razo
6775 Bingle
Houston, TX 77092
Tel: 713-460-4300
Fax: 713-460-6306

MGM Home Entertainment      Trade Debt                $498,334
Janice Ishimaru
2500 Broadway Street
Santa Monica, CA 90404-3061
Tel: 310-586-8873
Fax: 310-586-8390

KFOG                        Trade Debt                $436,500
Todd Taylor
55 Hawthorne Street, #1100
San Francisco, CA 94105
Tel: 415-995-6800
Fax: 415-995-6867

Select-O-Hits, Inc.         Trade Debt                $370,685
Denise Johnson
1981 Fletcher Creek Dr.
Memphis, TN 38133
Tel: 901-388-1190
Fax: 901-994-1308

Fonovisa Inc.               Trade Debt                $286,685
Morena Romero
7710 Haskell Ave.       
Van Nuys, CA 91406
Tel: 818-782-6100
Fax: 818-994-1308

JKG Enterprises             Trade Debt                $287,194
9610 De Soto Avenue
Chatsworth, CA 91311
Tel: 818-709-1606
Fax: 818-709-1513

Dart Distributing, LLC      Trade Debt                $262,579
Paul Skog  
130 West Columbia Court
Chaska, MN 55318
Tel: 952-368-3278
Fax: 952-368-3255

Teevee Toons, Inc.          Trade Debt                $250,757
23 E. 4th Street, 3rd Floor
New York, NY 10003
Tel: 212-979-6410
Fax: 212-979-0842

Recoton                     Trade Debt                $229,200

Singing Machine             Trade Debt                $230,992

Sensormatic Electronics     Contract                  $226,221
Corp.

Navarre Corp - New Audio    Trade Debt                $217,709

City Hall Records           Trade Debt                $217,555

The Hits Company, Inc.      Trade Debt                $198,013

Nextel.com, dba Boost       Trade Debt                $195,883
Mobile LLC   


YOUTHSTREAM MEDIA: Inks Debt Restructuring Pact with Bondholders
----------------------------------------------------------------
YouthStream Media Networks (YSTM.OB) entered into an agreement
with the holders of all of its and its Network Event Theater
subsidiary's outstanding notes, in the aggregate principal
amount of $18 million, to cancel those notes in exchange for a
package of cash, preferred and common stock and new notes.

Specifically, in exchange for cancellation of all of the
principal and interest due on the old notes, the noteholders
will receive $4.5 million in cash, preferred stock with a face
value of $4 million, common stock equal to ten percent of the
number of shares of the Company to be outstanding after the
issuance of those shares, and $4 million aggregate principal
amount of promissory notes issued by the Company's retail
subsidiary, Beyond the Wall, Inc., secured by the Company's
pledge of all of its stock in Beyond the Wall. Both the common
and preferred stock to be issued in the transaction will be
subject to restrictions on resale under federal securities laws.

The Company previously had announced that it had defaulted in
the payment of interest on its and its Network Event Theater
subsidiary's outstanding notes and that the holders of the notes
had declared the unpaid principal and accrued interest
immediately due and payable. As described above, upon closing of
the transaction, the note holders will release claims associated
with these defaults. The transaction, which is subject to
certain closing conditions, is expected to be completed by
January 24.

Under the terms of the agreement, at the closing of the
transaction, each of the Company's present directors will resign
and a new board will be elected. It is expected that Jon
Diamond, previously a director and Interim CEO of YouthStream,
will return as the Company's new Chairman. In addition, Hal Byer
and Robert Scott Fritz are expected to join the board.

The Company and its Beyond the Wall subsidiary presently have
cash and cash equivalents in the aggregate amount of
approximately $2.5 million to settle other remaining liabilities
and fund ongoing retail operations. In addition, the Company has
substantial net operating losses that it may be able to apply to
reduce future income taxes, if certain limitations provided for
in the Internal Revenue Code are not applicable.


ZENITH NATIONAL: Increases Loss Reserves for Fourth Quarter 2004
----------------------------------------------------------------
Zenith National Insurance Corp. (NYSE:ZNT) reported that its
actuaries have completed a review of the loss and loss
adjustment expense reserves of our insurance companies at
December 31, 2002 and have determined that it is necessary to
increase workers' compensation reserves by about 4.5% or $30.0
million. Accordingly, a non-cash charge of $30.0 million before
tax, $19.5 million after tax will be made to earnings in the
fourth quarter of 2002. Net loss for the fourth quarter of 2002
is estimated at $7.5 million compared to a net loss of $10.5
million in the fourth quarter of 2001.

Net income for the year ended December 31, 2002 is estimated at
$10.5 million compared to a net loss of $27.0 million for the
year ended December 31, 2001. Net loss for the quarter and year
ended December 31, 2001 has been restated to reflect the
previously reported change in accounting for our investment in
Advent Capital. The 2002 calendar year combined ratio for the
property-casualty business is estimated at 106.5% compared to
118.9% the prior year.

The reserve deficiency is attributable to severity development
due both to health care and indemnity cost inflation higher than
previous estimates in the California operations offset, in part,
by favorable development trends outside California. The loss
development applies to accident years 2000, 2001 and 2002,
increasing combined ratios for those years by about 2.1, 5.1 and
0.5 percentage points, respectively.

On January 17, 2003 Zenith National contributed $45.0 million to
the capital of its insurance subsidiary, Zenith Insurance
Company, in connection with the increase in its business
operations. Zenith National used $45.0 million of its bank lines
of credit to fund the capital contribution.

Workers' compensation rate increases for 2002 are estimated at
18% higher than 2001 (27% in California) and for 2003 are
estimated at 21% higher than 2002 (30% in California).

Stanley R. Zax, Chairman and President, said, "Our reserves
reflect a conservative view of the trends and our estimate of
the ultimate cost of our liabilities. The reserve increase is
primarily attributable to California incurred losses where our
trends are consistent with the recent industry data. January new
and renewal business to date indicate that we can expect
continued growth in our operations in 2003. We expect to release
our audited results for the year ended December 31, 2002 on or
about February 4, 2003."

As previously reported, Standard & Poor's lowered its
counterparty credit rating on Zenith National Insurance Corp.,
to double-'B'-plus from triple-'B'-minus and its ratings on
ZNT's affiliates, Zenith Insurance Co., and ZNAT Insurance Co.,
to triple-'B'-plus from single-'A'-minus due to poor but
improving operating results in workers' compensation and large
losses in 2000 and 2001 in assumed reinsurance.


* Allan Holbrook Joins Renaissance Partners as Principal
--------------------------------------------------------
Renaissance Partners, L.C., announced that Allan Holbrook has
joined this turnaround management and consulting firm as a
Principal, based in Miami, FL.  Mr. Holbrook has over twenty-two
years in food service retailing and real estate including
operational turnaround and corporate restructuring and
revitalization experience.

From 1997-2002 Mr. Holbrook served as Financial Advisor in the
Business Advisory Services division of Morgan Stanley and
operated Allan S. Holbrook, P.A. serving the M&A needs of small
to medium sized firms in Florida. From 1991-1997 Holbrook was
Regional Auction Director-Broker for the commercial real estate
firms Grubb & Ellis and Sheldon Good & Company where he handled
asset dispositions, valuations, feasibility studies and
structured financings.

Allan served as President and CEO of Al-Mark Corporation from
1982-1992, a Burger King franchisee and restaurant consulting
firm. The consulting business conducted site selection, property
development management and feasibility studies related to
development of restaurant concepts in Eastern European markets.

Previously, from 1975-1982, Holbrook managed real estate and
corporate workouts for Housing Capital Corporation and Heller
Financial Corporation and served as Property Manager of the
Hotel Division of Arlen Realty and Development in Florida.

Mr. Holbrook earned a B.S. in Finance from The University of
Florida and an MBA from The University of Miami. Allan is a
licensed Mortgage and Real Estate Broker.

Renaissance Partners, L.C. provides profit improvement,
restructuring and corporate renewal consulting, strategic
assessment and planning, crisis and interim management,
bankruptcy, wind-down and CFO services. The firm's profit and
cash flow enhancement services focus on expense reductions,
productivity and process improvement, merchandising and
marketing strategy and planning, distribution, logistics,
consumer research, and human resources to retailers, consumer
goods suppliers, and multi-location service, technology and
manufacturing organizations. Renaissance provides only
experienced, hands-on senior management to its clients in
financial, strategic and operations management, merchandising
and merchandise planning, product development and sourcing,
marketing, information technology, distribution, logistics, real
estate and human resources from locations in Charlotte,
Cleveland, Columbus, Houston, Memphis, Miami, Pompano Beach and
Tampa. For additional information visit
http://www.renaissancelc.comor contact the firm by e-mail at  
renparlc@gate.net


* Edward Gil Joins Buxbaum Group as Director of Marketing
---------------------------------------------------------
Edward Gil, a former Disney Interactive executive, has joined
Buxbaum Group as director of marketing.

In his new position, Gil was tapped by Buxbaum Group chief
executive officer Paul Buxbaum to handle marketing for Buxbaum
Group and its affiliate companies, as well as establish
strategic initiatives for the company, working closely with
chief operating officer David Ellis. Buxbaum Group and its
affiliates provide services in the areas of turnaround
management, downsizing strategies, asset appraisals and
liquidations.

Gil was previously co-founder/chief operating officer of
SageMetrics Corporation, a provider of business intelligence
data mining and warehousing services. Prior to that, he spent
over four years at Disney Interactive as director, international
business development and marketing. During that time, he
established and grew the international side of Disney
Interactive in Europe, Asia and Latin America.

His background also includes positions as director of business
development for Sony Corporation's Columbia Tristar, licensing
video and television properties worldwide, and as a business
development/licensing consultant for National Geographic
Television. Earlier in his career, Gil worked for 10 years in
international commodity trading and ship chartering.

A resident of Woodland Hills, Calif., Gil graduated from the
School of Foreign Service at Georgetown University with a BSFS
in International Economics, and completed additional studies at
Oxford University and the University of Madrid.

Buxbaum Group, headquartered in Calabasas, provides inventory
appraisals, auctions on both fixed and liquid assets, turnaround
and crisis management, as well as other consulting services for
banks and other financial institutions with retail, industrial,
wholesale/distribution and consumer-product manufacturing
clients. The firm also provides liquidation services on an
equity or consultative basis for consumer-product inventories,
machinery and equipment. Additionally, Buxbaum buys and sells
consumer-product inventories on a close-out basis.


* Meetings, Conferences and Seminars
------------------------------------
February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Outsourcing In Financial Services
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
        Healthcare Transactions: Successful Strategies for
          Mergers, Acquisitions, Divestitures and Restructurings
              The Fairmont Hotel Chicago
                   Contact: 1-800-726-2524 or fax 903-592-5168
                            or ram@ballistic.com

April 10-11, 2003
   AMERICAN CONFERENCE INSTITUTE
      Predaotry Lending
         The Westin Grand Bohemian, Florida
            Contact: 1-888-224-2480 or 1-877-927-1563
                     http://www.americanconference.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                     or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

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 ***