TCR_Public/030123.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 23, 2003, Vol. 7, No. 16

                          Headlines

ADELPHIA COMMS: Deploys BigBand's Digital Video Soln. in 4 Sites
ALTERRA HEALTHCARE: Files for Chapter 11 Reorganization in Del.
ALTERRA HEALTHCARE: Files for Chapter 11 Reorganization in Del.
AMCAST INDUSTRIAL: First Quarter Net Loss Tops $53,728K
AMR CORP.: Balance Sheet Approaches the Zone of Insolvency

ARGOSY GAMING: Names Joy Berry Sr. Vice President of Development
ASIA GLOBAL CROSSING: Implements Interim Compensation Procedures
ASPECT COMMS: Shareholders Approve Vista Private Placement
ASPECT COMMS: Completes $50MM Private Preferred Equity Placement
AVAYA INC: Fixes Jan. 27 Expiration Date for Exchange Offer

AVAYA INC: Reports Declining Revenues Q1 2003 & Continued Losses
BREAKAWAY SOLUTIONS: Taps Christensen Miller as Special Counsel
CALPINE CORP: Enters Into 16-Year, 80-MW Contract with LIPA
CALPINE: Selling Additional Units in Canadian Power Income Fund
CARAUSTAR INDUSTRIES: Q4 & FY 2002 Webcast Set For February 4

CARIBBEAN PETROLEUM: Gets Until March 13 to Decide on Leases
CASUAL MALE: Gets Further Exclusivity Extension through May 19
CASUALTY RECIPROCAL: S&P Revises Financial Strength Rating to R
CENTRAL GARDEN: Ratings on Watch Pos. After Planned Refinancing
CMS ENERGY: Will Provide Business and Financial Update Tomorrow

COLUMBUS MCKINNON: Publishes Fiscal 2003 Third Quarter Results
COMDISCO: SIP Participants Join Attack on Bank One's Claim
CONSECO INC: US Trustee Appoints CFC Creditors Committee Members
CONSECO INC: Will File Plan & Disclosure Statement by Month-End
CONTINENTAL AIR: Enters Into Alliance with Delta & Northwest

CORAM HEALTHCARE: Trustee Has Until June 30 to Decide on Leases
DEVINE ENTERTAINMENT: Renegotiating Convertible Debt
EL PASO ENERGY: Declares Fourth Quarter 2002 Cash Distribution
ENCOMPASS: Obtains Lease Decision Period Extension to April 21
ENRON: New York Court Grants Okay to Redeem Class B Preferreds

EXIDE TECHNOLOGIES: Enters Ford Warranty Reduction Program
EXODUS COMMS: Infomart Urges Court to Compel Surrender of Lease
FAO INC: Secures Nod to Employ Richards Layton as Co-Counsel
FAO INC: Receives Delisting Notice from the Nasdaq
FOUNTAIN PHARMACEUTICALS: Jeff Wasson Discloses 7% Equity Stake

GENESIS HEALTH: Names Robert H. Fish as Permanent Chairman & CEO
GENUITY INC: Seeking Approval of Small Asset Sale Procedures
GLOBAL CROSSING: Assumes Telecom Services Agreement with IDT
INTEGRATED HEALTH: Court Okays Global Settlement Pact with Omega
GROUP MANAGEMENT: Names Barry Corker as Newest Board Member

KB HOME: Fitch Rates $250 Mill. Senior Subordinated Notes at BB-
KMART CORP: Details Terms of New $2 Billion Exit Facility
LEVEL 3 COMMS: Expect Fourth Quarter 2002 Results on February 4
LISANTI FOODS: Sills Cummis Retained as Bankruptcy Attorneys
MIDLAND STEEL: Securing Nod to Obtain $11 Million DIP Financing

MIDWAY AIRLINES: Wants Until April 30 to Propose a Plan
MOBILE KNOWEDGE: Negotiates with Creditors to Cure Defaults
MOORE CORP: S&P Places BB+ Corp. Credit Rating on Watch Positive
NATIONAL CENTURY: Demands Enforcement of Stay in Cal. Litigation
NATIONAL LAMPOON: Christopher Williams Reports 6.8% Equity Stake

NATIONSRENT INC: Proposes Special Solicitation Procedures
NORTHWEST AIRLINES: S&P Lowers Class A & B NWA Trust 1 Ratings
NORTHWEST AIRLINES: FY 2002 Net Loss Widens To $798 Million
OWENS CORNING: Chapter 11 Reorganization Plan Overview
OWENS CORNING: Alcoa Buying Atlanta Vinyl Production Facility

PAC-WEST: Appoints Robert Morrison as VP and General Counsel
PEREGRINE SYSTEMS: Files Chapter 11 Plan & Disclosure Statement
PERRY JUDD: S&P Withdraws B+ Credit Rating at Company's Request
POLAROID CORP: Solicitation Period Extended Until March 20, 2003
POPI GROUP: Designated Inactive Issuer after Unit's Bankruptcy

PREMCOR INC: Posts $129.6 Million Net Loss For Year 2002
QWEST COMMS: U.S. State Department Awards $360 Million Contract
READER'S DIGEST: Schedules Q2 2003 Conference Call Today
SANLUIS: Fitch Assigns B-/CCC+ Ratings After Debt Restructuring
SANMINA-SCI CORPORATION: Releases First Quarter Results

SEVEN SEAS: Section 341(a) Meeting to Convene on February 11
SYSTECH: Arranging $1.73MM DIP Financing from Current Lenders
TECHNEST HOLDINGS: Michael Sheppard Resigns as Officer/Director
UNITED AIRLINES: Asks Court to Establish Claims Bar Date
US AIRWAYS: Chuck Jones Asks Court to Name Shareholder Committee

VISHAY: Sees $130-$150MM Pre-Tax Charge for Tantalum Products
WACHOVIA BANK: S&P Assigns Prelim Ratings to Ser. 2003-C3 Notes
WORLDCOM INC.: Expands Private IP Network-based VPN Service

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA COMMS: Deploys BigBand's Digital Video Soln. in 4 Sites
----------------------------------------------------------------
BigBand Networks, Inc., a leading provider of broadband
multimedia routing systems for broadcast television and advanced
services, announced that Adelphia Communications Corporation
(OTC: ADELQ), the fifth largest U.S. cable operator, has
deployed BigBand Networks' Broadband Multimedia-Service-Router
(BMR) for digital broadcast services at four headend system
locations in California, Colorado and Pennsylvania.

Adelphia is using BigBand Grooming on the BMR to cost
effectively gain control over programming line-ups and
efficiently utilize network bandwidth and associated resources.
The relationship signifies BigBand Networks' continuing success
in the North American cable market, with six of the top ten
operators as customers.

"We have selected BigBand Networks because the BMR platform lets
us expand the digital broadcast programming we provide to our
subscribers as an alternative to expensive plant upgrades," said
Dan Liberatore, vice president of engineering of Adelphia. "The
platform also promises to extend its cost effectiveness and
plant efficiency benefits to additional services such as HDTV,
digital ad insertion and VOD."

BigBand Grooming achieves a new approach to digital broadcasting
within a networked, multi-service environment. By bringing
together graphical user interface (GUI) software, high port
density, and integrated switching from any input to any output,
cable operators gain significantly better control over
programming, and its consumption of network bandwidth. The
BigBand BMR's high performance media processing further enhances
bandwidth efficiency through selective application of BigBand
Networks' RateShaping video bit rate adaptation to some or all
programs on an as-needed basis. High input capacity on the BMR
chassis enhances operator flexibility in creating line-ups from
many satellite-based, off-air and local digitally encoded
programming sources.

"Working with the BigBand BMR allows Adelphia to profitably
maximize digital offerings and to more effectively compete with
alternative programming carriers," said Jamie Howard, chief
operating officer of BigBand Networks. "BigBand Networks looks
forward to ongoing work with operators like Adelphia, further
expanding content and services over cable with solutions such as
BigBand Switched Broadcast and BigBand VOD Edge."

BigBand Grooming leverages the BigBand BMR's platform advantages
in intensive media processing, integrated switching, high port
density, reliable architecture, and ease-of-use. The modular
NativeMediaT operating system inside the BMR cost effectively
provides operators with incremental scaling of capacity, and
seamless addition of new functionality such as BigBand VOD Edge,
BigBand Switched Broadcast, BigBand HDTV, BigBand Ad Splicing
Gateway, and BigBand Transport Gateway.

                  About BigBand Networks

BigBand Networks, Inc. designs, manufactures, sells and supports
Broadband Multimedia-Service Routers (BMR). The BMR is a new
class of router built on the company's NativeMedia technology
that uniquely routes and processes video, audio and data in
their native formats. The field-upgradeable architecture
combines advanced hardware and software technologies, for high
performance media processing and switching, with agility to
optimize for each service supported. This enables network
operators to cost-effectively expand revenue-generating
offerings of broadcast-quality content and advanced, interactive
services. Services supported by the BMR include digital
broadcast television, HDTV, transport of high quality video, ad
insertion, VOD and iTV. The company's customers include Comcast,
Time Warner Cable, Cox Communications, Adelphia Communications,
Mediacom Communications and Rogers Cable. BigBand Networks is
based in Redwood City, CA. For more information on BigBand
Networks, visit http://www.bigbandnet.com

        About Adelphia Communications Corporation

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the fifth-largest cable television
company in the country. It serves 3,500 communities in 32 states
and Puerto Rico. It offers analog and digital cable services,
high-speed Internet access (Adelphia Power Link), and other
advanced services. More information about Adelphia
Communications can be accessed on the Internet at
http://www.adelphia.com


ALTERRA HEALTHCARE: Files for Chapter 11 Reorganization in Del.
---------------------------------------------------------------
Alterra Healthcare Corporation (AMEX:ALI), a national provider
of assisted living residences, announced that, in order to
facilitate and complete its on-going restructuring initiatives,
the Company filed a voluntary petition with the U.S. Bankruptcy
Court for the District of Delaware to reorganize under Chapter
11 of the U.S. Bankruptcy Code. In announcing Wednesday's
Chapter 11 filing, Company management emphasized that the filing
would not affect the normal operation of its assisted living
residences. None of the Company's subsidiaries or affiliates are
included in the Chapter 11 filing.

In conjunction with the filing, the Company has secured a $15
million debtor-in-possession financing commitment, subject to
Bankruptcy Court approval, from affiliates of certain principal
holders of the Company's pay-in-kind securities issued in the
summer of 2000. The Company expects that the DIP financing,
together with the Company's cash flow from existing operations,
will provide adequate liquidity to meet all future obligations
to residents, employees and vendors and also to fund the costs
of the bankruptcy proceedings. In addition, while there is no
commitment or binding obligation at this time, the Company is in
discussions with the DIP lenders and others regarding a possible
equity or equity-linked investment in the Company upon the
confirmation of the Company's plan of reorganization.

"We believe the Chapter 11 filing is the appropriate and
necessary next step to conclude the reorganization initiatives
we began in 2001," said Patrick Kennedy, Chief Executive Officer
and President. "The focus of our restructuring efforts to date
has been portfolio rationalization and the restructuring of our
senior financing obligations with secured lenders and lessors.
During this time, the Company has disposed of over 100 non-
strategic or under-performing residences and has restructured
its commitments with many of its senior financing sources, while
continuing to strengthen its internal operations. We appreciate
the participation and support we have received from our senior
financing sources. The Chapter 11 process will now permit us to
restructure our junior capital structure, which includes
unsecured obligations and claims, convertible subordinated
debentures and common stock. The Company is in discussions to
obtain an Exit Equity Financing commitment and expects to file
its plan of reorganization during the first quarter of 2003. The
confirmation of our Plan of Reorganization will enable the
Company to conclude its restructuring process and to emerge with
a sound capital structure."

Mark Ohlendorf, Senior Vice President and Chief Financial
Officer, added, "The Company has filed motions with the
Bankruptcy Court seeking approval to continuing paying its
critical vendors in the normal course. As such, we expect no
disruption in the operation of the Company's residences and
expect to continue to provide a high level of care and services
to our over 14,000 residents." Mr. Ohlendorf stated further,
"Our Plan of Reorganization will benefit from the existence of
many restructuring agreements that have been pre-negotiated with
a number of parties, including certain of our lenders and
lessors, since the commencement of our restructuring
activities."

In addition, the Company announced that in recent months Timothy
J. Buchanan, Natalie K. Townsend and Jerry L. Tubergen have
resigned from the Company's Board of Directors, and Gene
Burleson has been elected Chairman of the Board of Directors.

Alterra offers supportive and selected healthcare services to
our nation's frail elderly and is the nation's largest operator
of freestanding Alzheimer's/memory care residences. Alterra
currently operates in 24 states.


ALTERRA HEALTHCARE: Case Summary & 30 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Alterra Healthcare Corporation
        10000 Innovation Drive
        Milwaukee, WI 53226
        dba Sterling House Corporation

Bankruptcy Case No.: 03-10254

Type of Business: Alterra Healthcare Corporation is one of the
                  nation's largest and most experienced
                  healthcare providers operating assisted
                  living residences. The Company offers
                  supportive and selected healthcare services
                  to the nation's largest operator frail
                  elderly and is the nation's largest operator
                  of freestanding Alzheimer/memory care
                  residences, currently operating in 24 states.

Chapter 11 Petition Date: January 22, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: James L. Patton, Esq.
                  Edmon L. Morton, Esq.
                  Joseph A. Malfitano, Esq.
                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: 302 571-6600
                  Fax : 302-571-1253

Total Assets: $735,788,000

Total Debts: $1,173,346,000

Debtor's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Bank of New York, as    Trustee for: Series A
Trustee                    9.75% Debentures       $44,571,875
101 Barclay Street, 8th Fl. Series B Debentures   $143,911,048
New York, NY 10286          Series C Debentures    $52,221,962
John Gulliano, VP
Tel: 212-815-5441
Fax: 212-815-5707

HSBC Bank USA               Trustee for:
As Trustee                 5.25% Sub. Debentures $112,044,000
452 Fifth Avenue            7.0% Sub. Debentures   $40,355,000
New York, NY 10018
Russ Paladino, VP
Tel: 212-525-1324
Fax: 212-525-1366

State Street Bank & Trust   Trustee for 6.75% Sub. $34,850,000
Co., as Trustee            Debentures Due 2006
Lafayette Corp. Ctr.
Two Ave., de Lafayette
Boston, MA 02111-1724
Robert Buyzier

Manor Care, Inc.            Promissory Note dated   $5,000,000
R. Jeffrey Bixler           12/31/01
333 North Summit St.
Toledo, OH 43604
Tel: 419-252-5770
Fax: 419-252-5599

US Bank                     Letters of Credit       $3,505,485
Dale Welke, VP
Special Assets Group
777 E. Wisconsin Avenue
Milwaukee, WI 53021
Tel: 414-765-6561
Fax: 414-765-4332

Elderly Living IX, LP       Promissory Notes        $2,349,348
Pete Russell
107 S. Osprey Avenue
Suite 200
Sarasota, FL 34236
Tel: 941-953-3557
Fax: 941-953-4306

Arbor Investments Property  Senior & Junior         $2,349,348
Trust UAD 5/16/97          Promissory Notes
1400 N. Woodward Ave., #130
Bloomfield Hills, MI
48304
Attn: Eugene Applebaum,
Trustee

Ed Goldberg Family Trust    Senior & Junior           $538,914
Ed Goldberg, Manager        Promissory Notes
1621 Franklin Hills Drive
Bloomfield Hills, MI 48302

Darrell Group, LLC          Senior & Junior           $278,510
Bruce E. Thai, Manager      Promissory Notes
300 Ferndale
Birmingham, MI 48009
Tel: 248-644-8095

Joel H. Shapiro             Senior & Junior           $278,510
1421 Lochridge              Promissory Notes
Bloomfield Hills, MI 48302
Tel: 248-333-3161

Keith Promeroy Revocable    Senior & Junior           $269,457
Trust                      Promissory Notes
Keith Pomeroy, Trustee
74 East Long Lake Road
Bloomfield Hills, MI 48304
Tel: 248-723-2100

Irwin and Judith Elson      Senior and Junior         $244,961
JTWROS                     Promissory Notes

Harley K. Kopke             Senior and Junior         $244,961
                            Promissory Notes

Alice Berlin Revocable      Senior and Junior         $244,961
Trust                      Promissory Notes

US Foodservice              Trade Vendor              $234,263

Harold Brode Revocable      Senior and Junior         $200,515
Trust                      Promissory Notes

Irving Nusbaum Trust        Senior and Junior         $146,976
                            Promissory Notes

Joseph C. and Susan A.      Senior and Junior         $146,976
Roebuck, JTWROS            Promissory Notes

Mark H. Hutton Trust        Senior and Junior         $122,480
                            Promissory Notes

Miles E. Brasch             Senior and Junior         $122,480
                            Promissory Notes

Seymour Brode Trust         Senior and Junior         $122,480
                            Promissory Notes

Emanuel Ravet Revocable     Senior and Junior         $122,480
Trust                      Promissory Notes

GFC Profit Sharing Plan     Senior and Junior         $122,480
& Trust                    Promissory Notes

Louis Gordon Trust          Senior and Junior         $122,480
                            Promissory Notes

Stephen Grand Property      Senior and Junior         $122,480
Trust                      Promissory Notes

Robert A. Herdorza          Senior and Junior         $122,480
                            Promissory Notes

Wayne Jones                 Senior and Junior         $122,480
                            Promissory Notes

Daniel Stewart Trust        Senior and Junior         $122,480
                            Promissory Notes

Michael Maddin Revocable    Senior and Junior         $122,480
Living Trust               Promissory Notes

New Wellington Group, LLC   Senior and Junior         $122,480
                            Promissory Notes

H. Barry Levine Revocable   Senior and Junior         $199,942
                            Promissory Notes

Medline Industries          Trade Vendor               $99,051


AMCAST INDUSTRIAL: First Quarter Net Loss Tops $53,728K
-------------------------------------------------------
Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products.  Its two business segments
are Flow Control Products, a leading supplier of copper and
brass fittings for the  industrial, commercial, and residential
construction markets, and Engineered Components, a leading
supplier of aluminum wheels and aluminum components for
automotive original equipment manufacturers in North America as
well as a leading supplier of light-alloy wheels for automotive
original equipment manufacturers and  aftermarket applications
in Europe.

In the first quarter of fiscal 2003, consolidated net sales
increased $20,576,000 or 15.2%, compared with the first quarter
of fiscal 2002. This increase was due to growth in aluminum
components and global wheel sales. Sales volume increased from
new product introductions, existing products, and conquest
sales.  A stronger  euro also increased sales at Speedline, the
Company's Italian operation.  A decline in the volume of Flow
Control Products partly offset sales growth in Engineered
Components.  The Company's pricing partially reduced sales for
the quarter as unfavorable pricing continued in the Flow Control
Products segment due to  competitive market conditions, and
lower aluminum costs were passed-through to global wheel and
aluminum  components customers.  There was a positive product
mix experienced by the Company's U.S. operations.

For the first quarter of fiscal 2003, a $802,000 decrease in
gross profit compared with the first quarter of  fiscal 2002 was
caused by a decline in the gross profit of Flow Control Products
and Speedline.  This decrease more than offset the increased
gross profit experienced by U.S. wheel and aluminum components
due to higher production volumes and manufacturing improvements.
The Amcast Production System, a more  efficient manufacturing
approach being implemented at the Company's  U.S. manufacturing
facilities, had a positive impact on gross profit by improving
productivity and reducing manufacturing costs.  APS should
continue to be a positive factor on gross profit as more of the
Company's workforce becomes certified. In the Flow Control
Product segment, reduced volume and lower pricing in a highly
competitive market were the primary reasons for the decrease in
gross profit.  Speedline continues to experience operating
difficulties which are negatively affecting gross profit.

Net Loss for the first fiscal quarter of 2003 was $53,728,000,
as compared to the net loss of $5,523,000 for the comparable
fiscal quarter of 2002.

The Company's cash balance at December 1, 2002 was $12,566,000;
plus an additional $7,067,000 of restricted cash existed for
payment of principal and interest on the Company's debt that is
required under its debt agreements. Cash provided by operations
was $4,728,000 in the first quarter of fiscal 2003 compared with
cash  provided by operations of $7,278,000 in the first quarter
of fiscal 2002.  Excluding the impact of restricted cash, cash
flow from operations was $10,728,000 for an increase of
$3,450,000 over the first quarter of fiscal 2002. The non-cash
benefits of depreciation, amortization, the cumulative effect of
the accounting change, and  other non-cash charges were offset
by the net loss recorded in the first quarter of fiscal 2003.  A
decrease in working capital demonstrated the Company's
continuing focus on working capital management.

Investing activities, primarily capital spending, used net cash
of $3,252,000 in the first quarter of fiscal 2003 compared with
$8,148,000 used in the first quarter of the prior year.  This
decrease reflects management  controls placed on capital
spending as the Company focuses on cost reduction and improving
production efficiencies.   In the first quarter, capital
spending as a percent of depreciation was 43.3% in fiscal 2003
versus 83.6% in fiscal 2002.  At December 1, 2002, the Company
had $3,887,000 of commitments for additional   capital
expenditures, primarily for the Engineered Components segment.

Financing activities used $6,184,000 of cash in the first
quarter of fiscal 2003, compared with $5,855,000 of cash used in
the first quarter of fiscal 2002.  During the quarter, the
Company made debt payments of $2,558,000 for the bank debt and
senior notes and $383,000 in payments related to the Company's
insurance premium financing.  The bank debt and senior notes
payment was three months ahead of the debt covenant
requirements.  CTC made net debt payments of $950, and Speedline
made net debt payments of $2,293,000.  Total debt was 83.6% of
total  capital at December 1, 2002 and 68.5% at August 31, 2002.

The bank group and senior note holder debt are classified as
current debt because the bank credit  facilities mature in
September 2003, and the senior notes mature in November 2003.
The Company cannot borrow additional funds from its bank credit
facilities or the senior note holders.  These lenders have
security interests in the assets of the Company and its U.S.
subsidiaries.

The Company's LIFO credit agreement provides for a maximum of
$15,000,000 based on the Company meeting certain  conditions.
The Company has borrowed the entire $15,000,000 in compliance
with its lending agreement, of which  $1,442,000 is due in
February 2003, $3,500,000 is due in August 2003, and the
remaining balance is due in September 2003.

The bank credit facilities, the senior notes, and the LIFO
credit agreement contain certain financial   covenants regarding
quarterly earnings before interest, taxes, depreciation, and
amortization, fixed cost coverage, capital expenditures, and
debt repayments that it must maintain as part of its debt
agreements. These debt covenants are:

Consolidated EBITDA - The Company must maintain a consolidated
EBITDA of not less than $25,900,000 for the four fiscal quarter
period ending December 1, 2002, $27,000,000 for the four fiscal
quarter period ending March 2, 2003, $29,300,000 for the four
fiscal quarter period ending June 1, 2003, and $36,100,000 for
the four fiscal quarter period ending August 31, 2003.

Domestic EBITDA - The Company must maintain a domestic EBITDA,
defined as EBITDA of all North American  units excluding CTC, of
not less than $28,200,000 for the four fiscal quarter period
ending December 1, 2002,  $29,800,000 for the four fiscal
quarter period ending March 2, 2003, $30,200,000 for the four
fiscal quarter period ending June 1, 2003, and $34,400,000 for
the four fiscal quarter period ending August 31, 2003.

Fixed Cost Coverage - The Company must maintain a fixed charge
coverage ratio, defined as the ratio of Domestic EBITDA for such
period to Domestic Fixed Charges for such period, to be not less
than 0.48 to 1.00 for the fiscal quarter ended December 1, 2002,
0.55 to 1.00 for the fiscal quarter ended March 2, 2003,
0.76 to 1.00 for the fiscal quarter ended June 1, 2003, and 0.86
to 1.00 for the fiscal quarter ended August 31, 2003.

                         *   *   *

As reported in Troubled Company Reporter's July 19, 2002,
edition, Amcast Industrial Corporation (NYSE:AIZ) successfully
negotiated a restructuring of its credit facilities with its
bank-lending group and senior note holders. As restructured, the
bank credit facilities have been continued through September 14,
2003, and a required $12.5 million prepayment under the senior
notes has been deferred until maturity in November 2003.

After restructuring, long-term debt at the end of the fiscal
third quarter was $160.4 million. This reduced short-term debt
to $25.4 million, or 13.7% of total obligations.


AMR CORP.: Balance Sheet Approaches the Zone of Insolvency
----------------------------------------------------------
In the wake of a $3.5 billion loss for 2002, shareholder equity
on AMR Corporation's balance sheet tumbled to roughly $800
million at Dec. 31, 2002.  The world's largest carrier's debts
at Sept. 30, 2002, stood at $29 billion.  American's 95.8% debt-
to-equity ratio shows a higher degree of financial strain than
United Airlines' balance sheet did in the months preceding its
chapter 11 filing.  USAir's balance sheet was upsidedown, with
liabilities exceeding assets, for many months before it filed a
chapter 11 petition.  Southwest Airlines' balance sheet, by
contrast, shows a 1:1 debt-to-equity ratio.

As AMR's balance sheet approaches the zone of insolvency,
Reuters reports that AMR's hired Marcia Goldstein, Esq., and
Martin Beinenstock, Esq., at Weil, Gotshal & Manges for legal
advice.   Harvey Miller at Greenhill & Co., Reuters reports, has
also been retained to advise American.  Weil Gotshal's served as
counsel to AMR for years; Alan B. Miller, Esq., Thomas A.
Roberts, Esq., and Shai Y. Waisman, Esq.; in the Firm's New York
office and Mary R. Korby, Esq., in the Firm's Dallas office
represented American when it acquired Trans World Airlines in
2001.  In a conference call yesterday afternoon, Jeffrey C.
Campbell, AMR's CFO, declined to confirm or deny the COmpany's
retention of Ms. Goldstein or  Messrs. Beinenstock and Miller,
saying that, as one would predict, a multinational corporation
consults with a long list of lawyers and bankers for a multitude
of reasons.

             Attempting to Renegotiate Loan Covenants

While announcing fourth-quarter and year-end financial results
yesterday, American said it will seek to renegotiate specific
loan covenants under its $834 million credit facility that
expires December 15, 2005.  That credit agreement, data obtained
from http://www.LoanDataSource.comshows, was revised in the
fourth quarter of 2001, to require that American have at least
$1.5 billion of liquidity (defined as the sum of cash, short-
term investments, and 50% of the net book value of unencumbered
aircraft) at June 30, 2003.

American reports that unrestricted cash balances at Dec. 31,
2002, stood at approximately $2 billion, and cash continues to
burn at a rapid pace.

                   2002 Loss Tops $3.5 Billion

"Consistent with expectations," AMR Corporation, the parent
company of American Airlines, Inc., yesterday reported a fourth
quarter net loss of $529 million.  This compares with last
year's fourth quarter net loss of $734 million before special
items, and $798 million after special items.

For full year 2002, AMR reported a net loss of $2.0 billion
before special items, and $3.5 billion after special items. For
2001, the Company reported a net loss of $1.4 billion before
special items, and $1.8 billion after special items.

"Clearly, results such as the ones we reported today are
unsustainable," said Don Carty, AMR's chairman and chief
executive officer. "While there are many factors that impacted
our results during 2002, including a sluggish economy, high fuel
prices, lingering concerns over terrorism and the possibility of
a war in the Middle East, the core issue for our Company remains
a cost structure that is out of step with the revenue
environment facing domestic airlines. As we've been discussing
with our employees, we believe that a permanent shift has
occurred in the airline revenue environment which will require
us to reduce our annual costs by at least four billion dollars."

Carty continued, "The people of American have made tremendous
strides to reduce our operating costs by de-peaking our Chicago
and Dallas/Ft. Worth hubs, simplifying our fleet, automating
customer ticketing and check-in functions, as well as a host of
other programs designed to reduce our long-term structural
costs. These incredibly significant efforts have resulted in a
permanent annual savings of two billion dollars. Nonetheless, we
still have a very big challenge in front of us to achieve our
four billion cost-reduction target."

While American continues to modify its operations to be more
competitive with low-fare carriers, Carty acknowledged that the
future of the Company cannot be assured until ways are found to
lower significantly its labor and other costs.

Carty noted that American started talks with all of its labor
unions in October and that those discussions continue with both
the unions and their respective financial advisors. Carty
stressed that, to put the Company on a sustainable footing and
for its continued survival, American must move quickly to reduce
its labor costs significantly in conjunction with its broader
cost-reduction program.

Citing the tremendous challenges that the people of American
have overcome during its 75-year history, Carty remains
optimistic that solutions can be found to the problems
confronting American. However, he acknowledges that, "It remains
a treacherous time for our Company."

As the Company faces its challenges, Carty said, it draws
strength from its operational performance and the quality of its
customer service. He noted that American's on-time dependability
and the percentage of flights completed each day are at or near
the top of the industry. At the same time, customer satisfaction
ratings are among the best in years as employees on the ground
and in the air continue to focus on the needs of passengers and
shippers. "Our people remain our greatest asset," Carty said.

Lastly, the Company will record a significant minimum pension
liability at year end, driving an approximate $1.1 billion
charge to equity. This minimum pension liability will reflect
the amount that the Company's pension plans' accumulated benefit
obligation at Dec. 31, 2002 exceeded the plans' assets at that
date.



ARGOSY GAMING: Names Joy Berry Sr. Vice President of Development
----------------------------------------------------------------
Argosy Gaming Company (NYSE: AGY) announced the appointment of
Joy Berry as Senior Vice President of Development, a newly
created position.  Ms. Berry will report directly to Richard J.
Glasier, Argosy's President, who was recently elected to succeed
Jim Perry as Chief Executive Officer, effective May 2, 2003.

"Joy Berry will draw on her development experience to shape our
strategy, and will play a pivotal role as it grows and evolves,"
Mr. Glasier stated. "In particular, her broad and diverse
knowledge of and success in the gaming and hospitality business
will be instrumental to Argosy as we capitalize on development
opportunities in 2003 and beyond."

Ms. Berry joins Argosy from Marriott International, where she
was Regional Vice President of Development responsible for hotel
development in the western region of the United States and
Canada.  Over the past five years, her efforts led to the
addition of approximately 175 new hotels.

As President of Bonanza Realty, Inc., from 1991-1996, Ms. Berry
headed up the effort that led to the acquisition of the
Evansville, Indiana casino license for Aztar Corporation.  Her
responsibilities included identifying the markets, land
acquisition, and coordinating the local and state selection
process, as well as the design and construction planning.

Prior to Bonanza, Ms. Berry served as Vice President of Real
Estate and Development at Ramada International Hotels & Resorts,
Inc.

Mr. Glasier concluded, "Argosy has a well-earned reputation for
operational excellence and sound investment of capital.  These
provide a solid foundation for an increasing strategic focus on
development activities and Joy is a terrific addition to the
Argosy senior management team."

Argosy Gaming Company is a leading owner and operator of
riverboat casinos and related entertainment and hotel facilities
in the Midwestern and southern United States.  Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market;
the Argosy Casino-Baton Rouge in Louisiana; the Belle of Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicagoland
market.

As of September 30, 2002, the company posted total current
assets of $76,718,000 against total current liabilities of
$133,378,000


ASIA GLOBAL CROSSING: Implements Interim Compensation Procedures
----------------------------------------------------------------
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)

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


ASPECT COMMS: Shareholders Approve Vista Private Placement
----------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, announced
that Aspect shareholders voted, by a substantial margin, to
approve the proposed private placement transaction with Vista
Equity Fund II, LP at a Special Meeting of Shareholders. Actual
results will be released in the normal course of Aspect's public
filings.

Beatriz Infante, chairman, president and chief executive officer
of Aspect, said, "We are extremely pleased with the strong
support from Aspect's shareholders, who clearly agree that
strengthening the Company's balance sheet through the Vista
transaction was an essential part of management's four-part
plan to return the company to profitability and increase
shareholder value. The placement allows us to significantly
reduce Aspect's outstanding debt, assure customers of our
financial strength and increase the cash available for the
Company's next phase of growth. We thank our shareholders for
their strong support and valuable input into this process."

As previously announced, on Nov. 14, 2002, the Board of
Directors of Aspect approved entering into a private placement
agreement with Vista to sell $50 million in Series B convertible
preferred stock. This transaction facilitates the redemption in
cash of Aspect's $123 million of outstanding convertible
debentures, as of Sept. 30, 2002. It also allows the Company to
maintain an appropriate cash balance and gives Aspect the
financial flexibility to pursue growth and new market
opportunities.

                About Aspect Communications

Aspect Communications Corporation is the leading provider of
business communications solutions that help companies improve
customer satisfaction, reduce operating costs, gather market
intelligence and increase revenue. Aspect is a trusted mission-
critical partner with over two-thirds of the Fortune 50, daily
managing more than 3 million customer sales and service
professionals worldwide. Aspect is the only company that
provides the mission-critical software platform, development
environment and applications that seamlessly integrate voice-
over-IP, traditional telephony, e-mail, voicemail, Web, fax and
wireless business communications, while guaranteeing investment
protection in a company's front-office, back-office, Internet
and telephony infrastructures. Aspect's leadership in business
communications solutions is based on more than 17 years of
experience and over 8,000 implementations deployed worldwide.
The company is headquartered in San Jose, Calif., with offices
around the world and an extensive global network of systems
integrators, independent software vendors and distribution
partners. For more information, visit Aspect's Web site at
http://www.aspect.comor call 877-621-3692.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services said
that its ratings on Aspect Communication Corp. remain on
CreditWatch with negative implications where they were placed on
October 25, 2002. Standard & Poor's said it will affirm Aspect's
corporate credit rating at 'B' and its subordinated debt ratings
at 'CCC+' following the completion of the sale of $50 million of
preferred convertible stock to a private investor. Completion of
the sale, subject to SEC and shareholder approval, is expected
before the end of the March 31, 2003, quarter. At that point,
Standard & Poor's expects to remove the ratings from
CreditWatch, and the outlook will be negative.


ASPECT COMMS: Completes $50MM Private Preferred Equity Placement
----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, announced
that it has completed its private placement agreement with Vista
Equity Fund II, L.P. to sell $50 million in Series B convertible
preferred stock. The Company's shareholders approved the
proposed private placement transaction with Vista Equity Fund
II, L.P.

Each share of the Series B convertible preferred stock will be
convertible into common stock at a conversion price of $2.25, or
approximately 22,200,000 shares of common stock, subject to
anti-dilution protection and certain adjustments.

Vista Equity Partners is a San Francisco-based private equity
firm, which provides capital to both private and public
technology-enabled companies. Vista invests in dynamic,
successful companies with management teams that have a long-term
perspective and are committed to maintaining leadership in their
markets. Vista has more than $1.25 billion in committed capital.

The Company intends the net proceeds from this financing to
provide general working capital as well as provide additional
capital to repurchase outstanding convertible subordinated
debentures issued by the Company on Aug. 10, 1998.

                 About Aspect Communications

Aspect Communications Corporation is the leading provider of
business communications solutions that help companies improve
customer satisfaction, reduce operating costs, gather market
intelligence and increase revenue. Aspect is a trusted mission-
critical partner with over two-thirds of the Fortune 50, daily
managing more than 3 million customer sales and service
professionals worldwide. Aspect is the only company that
provides the mission-critical software platform, development
environment and applications that seamlessly integrate voice-
over-IP, traditional telephony, e-mail, voicemail, Web, fax and
wireless business communications, while guaranteeing investment
protection in a company's front-office, back-office, Internet
and telephony infrastructures. Aspect's leadership in business
communications solutions is based on more than 17 years of
experience and over 8,000 implementations deployed worldwide.
The company is headquartered in San Jose, Calif., with offices
around the world and an extensive global network of systems
integrators, independent software vendors and distribution
partners. For more information, visit Aspect's Web site at
http://www.aspect.comor call 877-621-3692.


AVAYA INC: Fixes Jan. 27 Expiration Date for Exchange Offer
-----------------------------------------------------------
Avaya Inc., a leading global provider of communications networks
and services to businesses, confirmed that the exchange offer
for its Liquid Yield Option (TM) Notes due 2021 would expire, as
previously scheduled, at 12:00 p.m. midnight, EST, on
January 27, 2003, unless extended.

Avaya and Warburg Pincus Equity Partners, L.P. have agreed that
Avaya's announcement concerning its first fiscal quarter 2003
earnings will not result in an extension of the exchange offer.

Avaya also confirmed that, based on the January 27 expiration
date, the number of shares of Avaya common stock delivered to
holders of LYONs accepted in the exchange offer for the mixed
consideration will be based on the volume-weighted average
trading price of a share of Avaya common stock on the New York
Stock Exchange on Jan. 16, 17, 21, 22 and 23.

Morgan Stanley & Co. Incorporated is acting as dealer manager
for the exchange offer. Georgeson Shareholder Communications,
Inc. is the information agent, and The Bank of New York is the
exchange agent. Copies of the offer documents may be obtained at
no charge from the information agent at 866-295-4337 or 212-440-
9800 or from the SEC's website at http://www.sec.gov.

Additional information concerning the terms of the exchange
offer, including all questions relating to the mechanics of the
offer, may be obtained by contacting the information agent at
866-295-4337 or Morgan Stanley at 212-761-5409 (collect).

A registration statement relating to the Avaya common stock
being offered has been filed with the SEC but has not yet become
effective. Such securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be
any sale of the Avaya common stock in any state in which such an
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

The exchange offer may only be made pursuant to the offer to
exchange/prospectus, dated December 23, 2002, (as amended on
Jan. 13 and 22, 2003), and the accompanying letter of
transmittal.

Avaya Inc. designs, builds and manages communications networks
for more than 1 million businesses worldwide, including 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing
and new networks to achieve superior business results.  For more
information visit the Avaya website: http://www.avaya.com

Avaya Inc.'s 11.125% bonds due 2009 (AV09USR1), DebtTraders
says, are trading at 95 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for
real-time bond pricing.


AVAYA INC: Reports Declining Revenues Q1 2003 & Continued Losses
----------------------------------------------------------------
Avaya Inc., a leading global provider of communications networks
to businesses, said revenues from ongoing operations in the
first fiscal quarter of 2003 were $1.067 billion compared to
revenues in the fourth fiscal quarter of 2002 of $1.152 billion,
a decline of 7.4 percent.

Compared to first fiscal quarter 2002 revenues of $1.306
billion, the revenue decline was 18.3 percent.

The company said it had a net loss from ongoing operations of
$33.4 million in the first fiscal quarter of 2003.  This is an
improvement from the fourth fiscal quarter of 2002, when the
company had a net loss from ongoing operations of $72.8 million.

The net loss from ongoing operations in the first fiscal quarter
of 2003 compares to a net loss of $16.2 million in the first
fiscal quarter of 2002.

Avaya said a sequential improvement in gross margin percentage,
as well as lower spending for selling, general and
administrative expenses in the first fiscal quarter of 2003 as a
result of the company's restructuring initiatives, contributed
to a smaller sequential loss per diluted share.

The company's cash balance increased by $54 million sequentially
from the fourth fiscal quarter to $651 million at the end of the
first fiscal quarter of 2003 due primarily to continued
improvements in the management of accounts receivable.

"Avaya's long-term goal remains profitable revenue growth," said
Don Peterson, chairman and CEO, Avaya.  "We intend to accomplish
this by helping our customers provide superior service to their
customers with communications- driven solutions and services.
Since the last quarter, we've taken steps toward this goal, most
notably, an intensive effort to build awareness of Avaya in key
markets.   A cornerstone of this effort is a new advertising
campaign launched this month in the United States.  Early
customer response has been positive.

"Through our restructuring initiatives we continue to
demonstrate our ability to manage expenses.  And the discipline
we've instilled in operations, particularly in accounts
receivable management, contributed to our increased cash balance
this quarter."

             Review Of Quarter And Business Update

Avaya said the sequential decline in revenues in the quarter was
offset by improved gross margin percentage and lower expenses.
These improvements allowed the company to narrow its operating
loss from ongoing operations to $14.3 million from $15.8 million
sequentially from the fourth fiscal quarter of 2002.  Revenues
from outside the United States rose slightly and represented 27
percent of total revenues for the quarter.  The company's IP
Office system, targeted to the important small and medium
business market and first introduced outside the United States,
continues to be well-positioned in the marketplace.

The company noted it is making gains in market share despite a
challenging marketplace and customers are showing their interest
in spending for IP and IP-enabled networks.  According to the
latest information from InfoTech (third calendar quarter 2002),
Avaya is the number one vendor in the U.S. enterprise telephony
market, which includes IP-PBX, IP-enabled PBX, PBX and
key/hybrid systems as measured by total port shipments.  Avaya's
27 percent share of the overall U.S. enterprise telephony market
is a full six percentage points more than its next competitor.
Synergy Research, in its latest report on Worldwide Local Area
network telephony and IP-enabled/Converged Systems (November
2002) ranks Avaya number two globally with 22 percent market
share as measured by total ports shipped.

    Reported Results For First Fiscal Quarter, Including Charges

Including $4.2 million of one-time expenses associated with its
fourth fiscal quarter 2002 restructuring initiative, Avaya
reported a net loss of $37.6 million or a loss of 10 cents per
diluted share, in the first fiscal quarter of 2003.  This
compares to a net loss of $19.5 million or a loss of nine cents
per diluted share in the first fiscal quarter of 2002, which
included $3.3 million in one-time expenses (net of tax)
primarily associated with outsourcing certain of the company's
manufacturing operations.

                   Breakeven Outlook

Avaya previously stated it intended to achieve a cost structure
by the third fiscal quarter of 2003 that would allow it to break
even if the revenue level were $1.075 billion.  The company
believes that through the positive impact of its restructuring
program and planned actions to reduce information technology
(IT) expenses, by the third fiscal quarter it will be able to
reduce the revenue level required to break even to about the
revenue level achieved in the first fiscal quarter of 2003.  The
company would expect to take a modest charge in the second
fiscal quarter in connection with the planned actions to reduce
IT expenses.

                   Pension Payments

The company estimated the funded status of its pension plans as
of Jan. 1, 2003, in accordance with Employee Retirement Income
Security Act rules, to determine the required cash contribution
to its pension plans in fiscal 2004. As a result of this review,
Avaya confirms its previously forecasted required cash
contributions of approximately $53 million in fiscal 2004.  The
required cash payment Avaya will make to its pension plans in
fiscal 2003 remains at the previously released amount of $45
million.

                    About Avaya

Avaya Inc. designs, builds and manages communications networks
for more than 1 million businesses worldwide, including 90
percent of the FORTUNE 500(R).  Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.


BREAKAWAY SOLUTIONS: Taps Christensen Miller as Special Counsel
---------------------------------------------------------------
Breakaway Solutions, Inc., asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ
Christensen, Miller, Fink, Jacobs, Weils and Shapiro LLP as its
Special Counsel.  The Debtor tells the Court that it desires to
bring-in Christensen Miller in connection with the adversary
proceeding instituted by the Debtor in the Bankruptcy Court
against Pacificare Behavorial Health of California, Inc.

The Pacificare Litigation involves the collection of an account
receivable in the amount of $358,465 for services performed by
the Debtor.

The Debtor seeks to retain Christensen Miller as its special
counsel since venue of the Pacificare Litigation was transferred
by Court Order to the United States Bankruptcy Court for the
Central District of California and the offices of Christensen
are located near the vicinity of the transferred action.
Consequently, the Debtor believes its costs in pursing the
Pacificare Litigation will be reduced by having a local law firm
represents its interests in the Pacificare Litigation given its
changed venue.

The Debtor asserts that the legal services and functions
performed by Christensen Miller will not be duplicative of the
services provided by any other counsel to the Debtor.

The Debtor will pay Christensen its customary hourly rates for
services rendered:

          Attorneys      $165 to $525 per hour
          Paralegal      $110 to $150 per hour

This engagement will be led by Peter C. Sheridan, Esq., whose
current hourly rate is $425.

Breakaway Solutions, Inc., which provides collaborative business
solutions to its clients, filed for Chapter 11 bankruptcy
protection on September 5, 2001.  Gary M. Schildhorn, Esq., and
Leon R. Barson, Esq., at Adelman Lavine Gold and Levin and Neil
B. Glassman, Esq., and Steven M. Yoder, Esq., at The Bayard Firm
represent the Debtor in its restructuring efforts. When the
company filed for protection from its creditors, it listed
$45,319,579 in assets and $25,877,720 in debt.


CALPINE CORP: Enters Into 16-Year, 80-MW Contract with LIPA
-----------------------------------------------------------
Independent power producer Calpine Corporation (NYSE: CPN) and
the Long Island Power Authority (LIPA) announced that they will
enter into a 16-year power purchase and sale agreement related
to an 80-megawatt expansion of Calpine's existing cogeneration
facility located on the campus of the State University of New
York at Stony Brook. The new capacity will help the University
meet its growing local energy needs with a reliable and cost-
effective long-term power supply, with any additional power not
used by the campus supplied under the agreement to LIPA.

According to Calpine Vice President Paul Barnett, "This upgrade
will allow us to improve the efficiency and operation of our
existing plant while expanding our ability to be part of a cost-
effective and environmentally responsible energy future for Long
Island.  We are pleased to have an opportunity to follow last
summer's successful expansion of our Bethpage plant with a new
project that will provide direct benefits to Stony Brook and to
electricity customers throughout Long Island.  This plant will
be one of the cleanest and most efficient long-term energy
resources on Long Island and represents a tremendous opportunity
for the University, LIPA and its customers."

"This project is a win-win situation. It will provide the campus
with a reliable and cost-effective power supply well into the
future and will help alleviate the current power shortage on
Long Island," added Stony Brook President Shirley Strum Kenny.

"This is an excellent project," said LIPA Chairman Richard M.
Kessel. "Calpine's enhanced facility will help Stony Brook meet
its growing need for electricity in the future, and it will help
LIPA meet the area's growing need for electricity now.  This is
a win-win situation for everyone."

Pending final state and other approvals, the 80-megawatt project
will be constructed in two phases.  First, a 45-megawatt LM6000
turbine will be installed for commercial operation as a peaking
unit beginning August 1, 2003 to help meet LIPA's critical power
demand this summer. After the summer season, Calpine plans to
adapt the unit to run in a highly efficient combined-cycle mode
with the addition of a 35-megawatt steam turbine generator for
commercial operation as a baseload generating unit beginning in
the summer of 2004.

Calpine's existing 45-megawatt Stony Brook Cogeneration Center
began commercial operation in 1995, as a cost-effective solution
to the University's local energy needs. The proposed expansion
will help meet the growing demand on the campus as well as
provide significant additional energy cost savings to the
University. Power from the plant that is not needed by the
campus will be used as a much-needed incremental addition to
LIPA's growing electric power needs, especially in the eastern
portion of Long Island. Moreover, building the facility in a
combined-cycle configuration will result in one of the most
energy-efficient and environmentally responsible electric
generation facilities on Long Island and will represent an
operational and environmental improvement of the existing plant.

Established in 1957, Stony Brook University is one of the
leading public research institutions in the nation.  Its
renowned graduate and undergraduate programs include the
humanities, arts and sciences, and engineering and applied
sciences. Internationally known faculty members teach courses in
more than 100 programs to 22,000 students. Stony Brook's Health
Sciences Center trains undergraduate and graduate students for
careers in healthcare and Stony Brook University Hospital is the
tertiary care facility for Suffolk County's 1.7 million
residents.  Last year, Stony Brook University expanded into New
York City with a new state-of-the-art Manhattan facility.  Stony
Brook University is a NCAA Division I school and a member of the
invitation-only organization of top research universities, the
Association of American Universities (AAU).

LIPA is a not-for-profit municipal electric utility that serves
approximately 1.1 million customers in Nassau and Suffolk
counties and the Rockaways Peninsula of Queens.  LIPA does not
own any electric generation assets on Long Island and does not
provide natural gas service.

Based in San Jose, Calif., Calpine Corporation is a leading
independent power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired power generation. It generates and markets
power through plants it develops, owns, leases and
operates in 23 states in the United States, three provinces in
Canada and in the United Kingdom. Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately one trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States. The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN. For more information
about Calpine, visit its website at http://www.calpine.com.

As reported in Troubled Company Reporter's December 11, 2002
edition, Calpine Corp.'s senior unsecured debt rating was
downgraded to 'B+' from 'BB' by Fitch Ratings. In addition,
CPN's outstanding convertible trust preferred securities and
High TIDES are lowered to 'B-' from 'B'. The Rating Outlook is
Stable. Approximately $9.3 billion of securities are affected.

The rating action follows a review of CPN's recently reported
financial results and Fitch's revised view of power market
prices across various U.S. regional markets. The downgrades
reflect CPN's high debt leverage and the expectation that
leverage and credit measures will remain under pressure due to
continued weakness in the U.S. wholesale power market. In
addition, the revised rating levels reflect a lower assessment
of the residual value of assets available to unsecured creditors
after giving affect to the senior secured liens for the benefit
of banks participating in CPN's $2 billion secured credit
facilities and lenders under CPN's $3.5 billion non-recourse
secured construction financings. Security currently pledged to
banks include a first priority interest in CPN's U.S. natural
gas reserves as well as equity interests in various subsidiaries
holding CPN's generating facilities.

DebtTraders reports that Calpine Corp.'s 10.500% bonds due 2006
(CPN06USR2) are trading at 53 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for
real-time bond pricing.


CALPINE: Selling Additional Units in Canadian Power Income Fund
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
producer, and Calpine Power Income Fund (TSX: CF.UN) announced a
secondary offering of Warranted Units of the Calpine Power
Income Fund.

Calpine plans to sell approximately 17 million Warranted Units,
each consisting of one Trust Unit owned by Calpine combined with
one-half of one Trust Unit Purchase Warrant issued by the Fund
to purchase additional Trust Units of the Fund acquired from
Calpine.  One full Trust Unit Purchase Warrant will enable the
holder to further acquire one Trust Unit of the Fund on or
before December 30, 2003 at the offering price.  The offering is
expected to price by the close of business Wednesday, January
22, 2003 at approximately Cdn $9.00 per Warranted Unit to yield
approximately 10.4% at that expected offering price.  The
offering is expected to close on or about February 13, 2003.

Gross proceeds of the offering to Calpine are expected to be
approximately Cdn $153 million prior to the exercise of the
Trust Unit Purchase Warrants. If the Warrants are fully
exercised, Calpine's gross proceeds of the offering will be
approximately Cdn $230 million.  The sale of Calpine's Trust
Units will not impact Calpine's 30% subordinated interest in the
operating assets of the Fund.

Today the Fund is also announcing its financial results for 2002
(representing the period from its initial public offering on
August 29, 2002 to December 31, 2002).  The 2002 financial
results have resulted in excess distributable cash of Cdn $0.9
million that has permitted the declaration of a special
distribution of Cdn $0.0165 per Trust Unit to be paid on
February 20, 2003 to Unitholders of record on January 31, 2003.

Calpine Power Income Fund is an unincorporated open-ended trust
that invests in electrical power generation assets.  The Fund
indirectly owns interests in two power generating facilities in
British Columbia and Alberta and has a loan interest in a third
power generating facility in Ontario.  The Fund is managed by
Calpine Canada Power Ltd., which is headquartered in Calgary,
Alberta.  The Trust Units of the Calpine Power Income Fund are
listed on the Toronto Stock Exchange under the symbol CF.UN, and
the Trust Units have the second-highest Canadian stability
rating of 'SR-2' with a stable outlook from Standard & Poor's.
The Trust Unit Purchase Warrants will trade separately from the
Trust Units. For more information about the Fund, please visit
its website at http://www.calpinepif.com

A preliminary prospectus relating to these securities has been
filed with securities commissions or similar authorities in
certain provinces and territories of Canada but has not yet
become final for the purpose of a distribution to the public.
The offering will be jointly led by Scotia Capital Inc. and CIBC
World Markets Inc. on behalf of a syndicate of underwriters.

The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.  This news release
shall not constitute an offer to sell or a solicitation to buy
these securities in any state of the United States or province
or territory of Canada.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
wholesale and industrial customers with clean, efficient,
natural gas-fired and geothermal power generation.  It generates
power through plants it owns, operates, leases and develops in
23 states in the United States, three provinces in Canada and in
the United Kingdom.  Calpine also owns approximately 1.0
trillion cubic feet equivalent of proved natural gas reserves in
Canada and the United States.  The company was founded in 1984
and is publicly traded on the New York Stock Exchange under the
symbol CPN.  For more information about Calpine, visit its  Web
site at http://www.calpine.com.


CARAUSTAR INDUSTRIES: Q4 & FY 2002 Webcast Set For February 4
-------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announces the
following Webcast:

What: Caraustar Industries, Inc. Fourth Quarter & Full-Year 2002
      Results

When: Tuesday, February 4, 2003, 11 a.m. Eastern

Where: http://www.caraustar.comand click on the "Our
       Financials" page or
http://www.firstcallevents.com/service/ajwz372877301gf12.html

How: Live over the Internet - simply log on to the web at one of
     the addresses above

If you are unable to participate during the live webcast, the
call will be archived on the Website http://www.caraustar.com.
To access the Website replay, go to the "Our Financials" page.

Caraustar,to which Standard & Poor's assigns a BB Corporate
Credit Rating, is one of the largest and most cost-effective
manufacturers and converters of recycled paperboard and recycled
packaging products in the United States. The company has
developed its leadership position in the industry through
diversification and integration from raw materials to finished
products. Caraustar serves the four principal recycled
paperboard product markets: tubes, cores and cans; folding
carton and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.


CARIBBEAN PETROLEUM: Gets Until March 13 to Decide on Leases
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Caribbean Petroleum LP and its debtor-affiliates
obtained an extension of their lease decision period.  The Court
gives the Debtors until March 13, 2003, to decide whether to
assume, assume and assign or reject their unexpired
nonresidential real property leases.

Caribbean Petroleum LP and its debtor-affiliates, distributor
petroleum products, filed for chapter 11 bankruptcy protection
on December 17, 2001.  Michael Lastowski, Esq., William Kevin
Harrington, Esq., at Duane, Morris & Heckscher LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed over $100 million
in assets and over $50 million in debts.


CASUAL MALE: Gets Further Exclusivity Extension through May 19
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Casual Male Corp., and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors, until May 19, 2003, the exclusive right to
file their plan of liquidation and until July 14, 2003 to
solicit acceptances of that Plan from creditors.

Casual Male Corp. with its debtor-affiliates filed for chapter
11 protection on May 18, 2001.  Adam C. Rogoff, Esq., at
Cadwalader, Wickersham & Taft represents the Debtors as they
wind-down their assets. When the Company filed for protection
from its creditors, it listed $299,341,332 in total assets and
$244,127,198 in total debts.  The Debtors anticipate that the
Estates may have in excess of $70 million to be distributed to
creditors under a chapter 11 plan.


CASUALTY RECIPROCAL: S&P Revises Financial Strength Rating to R
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its financial
strength rating on Casualty Reciprocal Exchange and Equity
Mutual Insurance Co. to 'R' from 'CCCpi' after a county court
judge placed the two Kansas City-based insurers into
receivership. The ruling makes Missouri Department of Insurance
Director Scott B. Lakin the rehabilitator for CRE.

The two companies participate in an interaffiliate pool in which
CRE has an 80% share and EMI has the remaining 20%

Headquartered in Kansas City, Missouri, the pool writes mainly
workers' compensation and auto liability insurance, with an
additional specialization in reinsurance. More than one half of
the pool's business lies within its major states of California,
New Jersey, Texas, Florida, and Pennsylvania.

All tangible assets and renewal rights for existing insurance
policies are being sold to Meadowbrook Group. Management of CRE,
which is a member of the Dodson Group of Kansas City, agreed to
the rehabilitation.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


CENTRAL GARDEN: Ratings on Watch Pos. After Planned Refinancing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Central
Garden & Pet Co. on CreditWatch with positive implications. The
CreditWatch listing reflects the company's intention to
refinance a significant portion of its existing indebtedness as
well as the company's improved financial profile and credit
measures.

The positive implications of the CreditWatch listing incorporate
Standard & Poor's expectation that it will raise Central Garden
& Pet's corporate credit and senior secured bank loan rating to
'BB' upon the closing of the refinancing transaction. If
completed as described, the note offering will extend Central
Garden & Pet's debt maturities.

In addition, Standard & Poor's assigned its 'B+' rating to
Central Garden & Pet Co.'s proposed $150 million subordinated
notes, due 2013 and offered under Rule 144A with registration
rights.

The rating on the proposed subordinated notes is not on
CreditWatch. It is based on preliminary documentation and
subject to review once final documentation is received. Net
proceeds from the offering will be used to redeem the company's
$115 million 6% subordinated convertible notes due 2003 and
about $15 million in term loans at Central Garden & Pet's All-
Glass Aquarium subsidiary. Central Garden & Pet may also use any
remaining proceeds to repay some or all amounts outstanding
under its Pennington $95 million revolving credit facility. In
connection with the debt offering, the company intends to
increase the size of its revolving credit facility, which
expires July 2004, to $175 million, and intends to eliminate the
Pennington revolving credit facility expiring September 2003.

Because it will be withdrawn upon completion of the transaction,
the rating on the company's existing convertible notes is not on
CreditWatch, and the company's outlook upon completion would be
stable.

Central Garden had about $210 million in debt outstanding as of
Sept. 28, 2002.

"The ratings on Central Garden & Pet Co. reflect the strong
competition in the company's business segments, significant
seasonality in the lawn and garden business, and customer
concentration," said Standard & Poor's credit analyst Jean C.
Stout. "These risks are somewhat mitigated by the company's
broad product portfolio and moderate financial profile."

Lafayette, California-based Central Garden & Pet manufactures
and distributes a wide assortment of branded lawn and garden and
pet supply products. The company maintains good market positions
within certain product lines. However, intense competition in
the lawn, garden, and pet products business segments includes
The Scotts Co. and The Hartz Mountain Corp., which have strong
brand name recognition. This competition is a rating concern
because customer choice is based not only on price but on
perceived value and quality.


CMS ENERGY: Will Provide Business and Financial Update Tomorrow
---------------------------------------------------------------
CMS Energy (NYSE: CMS) announced plans to provide a business and
financial update to investors, analysts and others at 8:00 a.m.
EST on Friday, Jan. 24, 2003.

Those interested may participate in an Internet webcast by going
to the CMS Energy home page, http://www.cmsenergy.com, and
selecting "Business and Financial Update Webcast, Jan. 24, 2003,
8 a.m."  A replay of the webcast will be available for 30 days.

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation.

For more information on CMS Energy, please visit our web site
at: http://www.cmsenergy.com/

As previously reported, ratings for CMS Energy by Fitch are:
Senior unsecured debt 'B+'; Preferred stock/trust preferred
securities 'CCC+'. Outlook is negative.

DebtTraders reports that CMS Energy Corp.'s 9.875% bonds due
2007 (CMS07USR1) are trading between 89 and 91. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CMS07USR1for
real-time bond pricing.


COLUMBUS MCKINNON: Publishes Fiscal 2003 Third Quarter Results
--------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), announced its
financial results for the fiscal 2003 third quarter, which ended
on December 29, 2002. Prior period results have been restated to
reflect the classification of the Company's subsidiary,
Automatic Systems, Inc. (ASI) as discontinued operations.  The
sale of the ASI assets, which comprised the principal business
in the Company's former Solutions -- Automotive segment, was
announced on May 13, 2002 and reported in the fiscal 2002
financial statements.

Columbus McKinnon's fiscal 2003 third quarter consolidated net
sales from continuing operations were $107.4 million, compared
with $113.9 million a year ago, a decrease of 5.7%.  Its net
loss for the third quarter of fiscal 2003 was $2.5 million, or
$0.17 per diluted share, compared with a net loss of $0.1
million, or $0.01 per diluted share, in the fiscal 2002 third
quarter.

Net sales from continuing operations for the first nine months
of fiscal 2003 were $334.5 million, compared with $365.6 million
in the same period last year, a decrease of 8.5%.  The net loss
for the first nine months of fiscal 2003 was $6.0 million, or
$0.41 per diluted share, compared with a net loss of $6.1
million, or $0.42 per diluted share, for the first nine months
of fiscal 2002.

The third quarter of fiscal 2003 was impacted by a restructuring
charge of $0.8 million, realized and unrealized losses in the
investment portfolio of the Company's captive insurance
subsidiary of $2.7 million, and the early write-off of deferred
finance charges associated with the Company's former senior
credit facility of $1.4 million. The third quarter of fiscal
2002 reflected the loss from discontinued operations of $1.3
million and goodwill amortization of $2.7 million.

The nine months of fiscal 2003 reflected a restructuring charge
of $0.8 million, the early write-off of deferred finance charges
of $1.4 million, and the cumulative effect of accounting change
of $8.0 million.  The nine months of fiscal 2002 reflected a
restructuring charge of $9.6 million, the loss from discontinued
operations of $4.8 million, and amortization of goodwill of $8.0
million.

"We continue to contend with lower than normal market demand for
industrial products and that is reflected in our sales volumes
and financial results for the quarter," said Timothy T. Tevens,
President and Chief Executive Officer. "In addition, the third
quarter is typically our lowest volume quarter. Based upon
historical sales patterns and December order activity, we expect
improvement in the fourth quarter. Despite lower volumes, we are
maintaining market share in key product lines and margins have
held up fairly well due to our productivity and cost control
initiatives.  Given the prolonged weakness in industrial
markets, we are taking further actions to reduce costs and to
accelerate debt reduction, which include additional facility
rationalizations, personnel reductions, and evaluation of the
possible sale of some operations."

Tevens continued, "During the third quarter, we announced the
consolidation of our chainmaking manufacturing operations, which
is reflected in this quarter's restructuring charge, expected to
result in $2.1 million in annual pretax cost savings.  We have
recently decided to close our Reform, Alabama Durbin-Durco
plant, our smallest forge group operation, and are consolidating
its manufacturing and warehouse operations into our plants in
Lexington and Chattanooga, Tennessee, which should result in
annual pretax savings of $0.5 million."

Columbus McKinnon refinanced its senior credit facility during
the fiscal 2003 third quarter and reached new credit agreements
with its lenders maturing on or after March 31, 2007; the
refinancing was announced on November 27, 2002.  At the end of
its fiscal 2003 third quarter, the Company was in compliance
with all debt covenants related to its new credit agreements,
and its total long-term debt was $334.6 million, compared with
$348.1 million a year earlier and $322.9 million at the end of
the fiscal 2003 second quarter.

"The refinancing of our credit facility, which was due to mature
in March 2003, increases our financial flexibility and gives us
the time needed to complete our strategic initiatives.  These
initiatives, which include facility rationalizations and Lean
manufacturing activities companywide, will enable us to make
further reductions in our cost structure and to accelerate
debt repayment," Tevens said.  "We expect to complete these
initiatives over the next few years and, combined with the new
products we are developing to facilitate our expansion into new
international markets, we believe that we have in place a sound
strategy to maintain our strong competitive position, reduce
debt, and improve our financial performance as industrial market
conditions recover."

Columbus McKinnon is a leading worldwide designer and
manufacturer of material handling products, systems and
services, which efficiently and ergonomically move, lift,
position or secure material.  Key products include hoists,
cranes, chain and forged attachments.  The Company is focused on
commercial and industrial applications that require the safety
and quality provided by its superior design and engineering
know-how.  Comprehensive information on Columbus McKinnon is
available on its web site at http://www.cmworks.com

As previously reported, Standard & Poor's lowered its corporate
credit rating on Columbus McKinnon Corp., to single-'B' from
single- 'B'-plus following the company's announcement that it
had withdrawn its registration statement for a follow-on public
equity offering.

Proceeds from the offering were expected to be used to reduce
debt, which would have modestly improved the company's
aggressive financial profile. At the same time, Standard &
Poor's removed the rating from CreditWatch. The rating action
affects about $325 million in outstanding debt securities. The
outlook is stable.


COMDISCO: SIP Participants Join Attack on Bank One's Claim
----------------------------------------------------------
Fifty-two SIP Participants seek the Court's authority to
intervene in proceedings relating to the Comdisco, Inc. and its
debtor-affiliates' objection to the Proof of Claim No. 1723
filed by Bank One.  If granted intervenors status in the Bank
One claim proceeding, the SIP Participants further ask Judge
Black's permission to file a petition for declaratory relief.

John B. Alsterda, Esq., at Davis, Mannix & McGrath, in Chicago,
Illinois, recounts that Bank One filed a proof of claim based on
the Facility and Guaranty Agreement signed by Comdisco.  After
which, most, but not all of the SIP Participants filed their
individual proofs of claim, asserting claims against Comdisco
for its conduct in connection with the development,
presentation, offering and execution of the SIP Agreement.  All
of the 52 SIP Participants, Mr. Alsterda relates, have claims
against Bank One and the other SIP Lenders for the same conduct
including violations of the Illinois Consumer Fraud Act, the
California, Illinois, and Federal Securities Law, as well as
margin regulations promulgated under the Securities Exchange
Acts of 1933 and 1934.

The Shared Investment Incentive Plan is a financial product
developed and presented by Bank One in 1997 that could be
offered to certain senior level employees of Comdisco.  It had
an overall purpose of increasing key manager stock ownership in
Comdisco. Under the SIP, Bank One would act as the "arranger"
and provide a "credit facility" to finance the entire purchase
of Comdisco's shares by the participants in the SIP.
Approximately 106 Comdisco managers of the 147 senior level
employees elected to participate in the SIP by financing 100% of
the purchase price of the margin shares of Comdisco.  Each Plan
participant executed a full-recourse unsecured promissory note
to Bank one.  This group purchased 6,320,000 shares of Comdisco
common stock for $109,020,000, at the then market value of
$17.25 per share.  Mr. Alsterda reports that the 52 SIP
Participants account for approximately $43,000,000 or 40% of the
aggregate purchase price financed through the SIP loan made and
arranged by Bank One.

In their First Omnibus Objection, the Debtors objected to both
the Claim filed by Bank One and many of the SIP Participants'
SIP-related claims.  The Debtors assert that they have no
liability to the SIP Lenders.  In their Second Omnibus
Objection, the Debtors objected to claims of Bank One again and
the remainder of the SIP Participants' SIP-related claims.  The
Debtors filed a more specific objection to Bank One's claim.
Since then, Comdisco and Bank One have attempted to resolve Bank
One's claims consensually, but have yet to reach a resolution.

On November 27, 2002, the Court entered an Order authorizing
Modification to SIP Relief, which provides that, as a condition
to accepting SIP Relief, a SIP participant must release all
claims which are in any way related to Comdisco or the SIP.
However, Mr. Alsterda notes, this order states that the release
will not apply to any SIP Lender.  Mr. Alsterda points out that
the SIP Participants' request in this motion is consistent with
the Order that no claims are asserted against Comdisco.  Rather,
intervention is requested in support of the Debtors' objection
to the claim of Bank One.

Bank One claims that it advanced the principal sum of
$109,020,000 to the SIP participants as of February 10, 1998 and
subsequently assigned to each of the defined lenders a ratable
portion of the rights under the Facility Agreement and Notes.
The 52 SIP Participants have asserted that their SIP obligations
are void under the Federal Margin Regulations under the Federal
Securities Laws, Section 78cc(b) of the Trade and Commerce Code
and Section 7 of the Securities Exchange Act of 1934,
authorizing the Federal Reserve Board to limit the amount of
credit that investors may receive to finance their stock
purchases.

Furthermore, under Section 29(b) of the Securities Exchange Act,
any contract that is made in violation of the Securities Act or
any Rule or Regulation is considered void.  If the underlying
Notes are void, Mr. Alsterda argues, then the guaranty between
Comdisco and Bank One is in violation of the Act, and is void as
well.  On the other hand, Section 1109(b) of the Bankruptcy Code
states that, "a party-in-interest . . . may raise and may appear
and be heard on any issue in a case under this chapter."

Mr. Alsterda maintains that the 52 SIP Participants have a
direct and compelling interest in the outcome of this Claim
proceeding. A ruling determining whether the SIP Notes and
Guaranty are legally enforceable, and the resultant obligations
of the parties, will dictate precisely how much each of the 52
SIP Participants may be called upon to pay by Bank One or
Comdisco. Possible outcomes range from zero liability -- if SIP
is declared void, to complete liability -- if the SIP is fully
upheld.  With so much at stake for the SIP Participants, Mr.
Alsterda emphasizes, a better case for intervention cannot be
conceived.

Moreover, the parties presently before the Court do not
adequately protect the interests of the 52 SIP Participants.
For one, Mr. Alsterda notes, Bank One obviously seeks to have
the SIP Notes enforced in full and is directly diverse to the
SIP Participants.  On the other hand, because Comdisco is the
party that sold the SIP stock and collected the proceeds, its
motivations are materially different from that of the SIP
Participants who borrowed the funds to acquire the stock.  In
addition, the 52 SIP Participants believe they should have an
independent voice in the proceedings due to the greater relative
financial impact the outcome will have on them as individuals.

Rule 2018(a) of the Federal Rules of Bankruptcy Procedure
stating that, "in a case under the Code, after hearing on notice
as the court directs and for cause shown, the court may permit
any interested entity to intervene generally or with respect to
any specified matter" is another ground for the Court to allow
intervention.  Mr. Alsterda insists that the 52 SIP Participants
are an interested entity who, individually and collectively,
have an enormous stake in the outcome in this matter, and that
they can show "good cause" to intervene for the reason that
interest will not be adequately protected by the parties now
before the Court.

Furthermore, Mr. Alsterda says, there will be no delay caused if
the 52 SIP Participants are allowed to intervene.  To date,
Comdisco has filed only a skeletal specific objection, no
discovery has been propounded and no dispositive motions have
been filed.

Far from causing any prejudice, beneficial economies for the
parties and courts will result from having all interested
parties before one court in a single proceeding, and the
prospect of inconsistent rulings on SIP by different courts can
also be eliminated.

In the alternative, the 52 SIP Participants believe that
Bankruptcy Rule 7024(a) allows them to intervene because:

    (a) they claim an interest relating to the SIP transaction
        that is the Bank One's claim and Comdisco's objection;
        and

    (b) they are so situated that the disposition of the action
        may as a practical matter impair their ability to
        protect that interest.

Mr. Alsterda argues that the ability of the 52 SIP Participants
to fully preserve and present all of their defenses, to
enforcement of the SIP Notes and Guaranty will be impaired to
the extent that the bankruptcy court makes an adverse ruling
which might later be binding on them through the doctrine of
collateral estoppel.

Under Bankruptcy Rule 7024(b), the Court also has discretion to
permit an applicant to intervene where the claim or defense
asserted and the main action have a question of law or fact in
common and the intervention will not unduly delay the
adjudication of the rights of the original parties.  The
securities law defenses that would be asserted by the
intervening 52 SIP Participants have common questions of both
law and fact with Bank One's claim and Comdisco' objection.
(Comdisco Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO INC: US Trustee Appoints CFC Creditors Committee Members
----------------------------------------------------------------
Unsecured creditors of Conseco Financing Corporation and Conseco
Finance Servicing Corporation have their own official committee,
separate from the creditors of the Holding Company Debtors.
United States Trustee for Region 11, Ira Bodenstein, appoints
these seven creditors to the Official Committee of Unsecured
Creditors in the CFC Debtors cases:

    1. U.S. Bank National Association
       180 East Fifth Street
       St. Paul, MN 55101
       Attn: Jeffrey J. Kerr

    2. Millennium Partners, LLC
       666 Fifth Avenue, 8th Floor
       New York, NY 10103
       Attn: Philip Schockling

    3. Prudential Insurance Company
       Two Gateway Center, 7th Floor
       Newark, NJ 07102-5096
       Attn: Michael J. Bozzo

    4. Commonwealth Advisors, Inc.
       247 Florida Street
       Baton Rouge, LA 70801
       Attn: Walter Morales

    5. Deutsche Asset Management
       280 Park Avenue, 4 East, NYC03-0425
       New York, NY 10017
       Attn: James Grady

    6. Jefferson Pilot Financial Insurance Company
       P.O. Box 21008
       Greensboro, NC 27420
       Attn: Richard A. Kapanka

    7. Morgan Keegan
       1100 Ridgeway Loop Road, Suite 510
       Memphis, TN 38120
       Attn: Jim Kelsoe
(Conseco Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO INC: Will File Plan & Disclosure Statement by Month-End
---------------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) announced that it is in the final
stages of drafting a Plan of Reorganization and Disclosure
Statement for its holding companies, which will be filed with
the United States Bankruptcy Court by January 31, 2003.

As announced last month, Conseco has reached an agreement in
principle with a committee of its bondholders and a committee of
its bank lenders to significantly deleverage the holding
companies.  The Plan and Disclosure Statement to be filed later
this month reflect the consensual agreement with these principal
constituents to recapitalize the holding companies.

"We are pleased with the progress that has been made on the
Plan, and look forward to this next critical step in the
reorganization" commented William Shea, CEO of Conseco.
According to Shea, "Management has been focused on completing
the Plan and Disclosure Statement since the agreement in
principle was reached.  The Company has received significant
input from its Official Committee of Unsecured Creditors, which
also agrees with the Company's decision to file the Plan and
Disclosure Statement this month."


CONTINENTAL AIR: Enters Into Alliance with Delta & Northwest
------------------------------------------------------------
Continental Airlines (NYSE: CAL), Delta Air Lines (NYSE: DAL)
and Northwest Airlines (Nasdaq: NWAC) issued the following
response to the U.S. Department of Transportation's (DOT) notice
last Friday proposing to impose certain conditions on the
implementation of the carriers' marketing agreement:

"We have decided to move forward with implementation of our
marketing agreement at the earliest possible date.  As planned,
the three airlines will soon offer reciprocal frequent flyer and
airport lounge benefits to consumers, and will begin codesharing
as soon as practicable.

"In recent days, we reached agreement with the U.S. Department
of Justice on conditions related to our marketing agreement, and
we were prepared to accept most of the additional conditions
that DOT sought to impose on us. However, some of DOT's
conditions are unacceptable, and we will not agree to them.

"A similar marketing agreement between Continental and Northwest
has lowered prices, increased service levels and brought as much
as $1.5 billion of annual benefits to consumers since it started
in 1998.  The marketing agreement among Continental, Delta and
Northwest will bring similar consumer benefits, including:

    --  Seamless service to thousands of new markets
    --  Frequent flyer reciprocity, so customers can earn their
        favorite frequent flyer miles whether they fly
        Continental, Delta or Northwest
    --  Access to each carrier's private airport lounges
    --  Increased frequency of flights, and better time of day
        coverage for travelers
    --  Broader availability of low-priced seat inventory

"Our marketing agreement preserves competition among
Continental, Delta and Northwest, since each carrier will
continue to independently price, schedule and make all other
competitive determinations.  The U.S. Department of Justice, the
government agency with the principal responsibility and
expertise in enforcement of U.S. competition laws, last Friday
approved our marketing agreement, subject to conditions agreed
to by the carriers with the Justice Department, stating, 'This
alliance agreement, as conditioned, has the potential to lower
fares and improve service for passengers in many markets
throughout the country.'  The Justice Department concluded that
no other conditions were necessary to protect competition or to
realize the consumer benefits of the carriers' marketing
agreement.  According to the Justice Department's statement:
'The alliance can benefit consumers by offering codeshare
service to new cities, increasing frequencies or improving
connections to cities already served by the carriers, and by
permitting frequent flyers to earn and redeem their miles on any
participating carrier. Corporations can also benefit from joint
bids for contracts from alliance airlines where the airline
partners offer complementary rather than competing service.'

"Moreover, the DOT recently permitted a virtually identical
marketing arrangement between United Air Lines, the world's
second largest airline, and US Airways to proceed without any
conditions imposed by the DOT.

"While the three airlines were prepared to accept most of DOT's
proposed conditions, there are several conditions that are not
acceptable.  In particular:

    --  Confiscation of 'underutilized' gates -- the DOT's
        proposed requirement that the airlines surrender gates
        at their hub airports that do not satisfy an arbitrary
        'utilization' test created by DOT is unacceptable
        because it is completely unrelated to the marketing
        agreement, labels normal gate utilization as 'under-
        utilized,' will put at risk the core assets on which the
        airlines depend to operate their hub-and-spoke networks,
        raises complex questions about airport financing
        arrangements, and jeopardizes the ability of the
        airlines to continue to serve the full scope of
        communities they now serve.
    --  Limitations on the scope of codesharing -- while the
        airlines are willing to adhere to numeric limitations on
        the scope of codesharing during the first year phase-in
        of service, the potentially permanent limitation
        contemplated by the DOT is unacceptable as it would
        severely restrict the availability of codeshare benefits
        to millions of passengers and arbitrarily deprive the
        airlines of the much-needed economic benefit of the
        marketing agreement.
    --  Limitations on joint contracts -- the proposed
        restrictions on joint contracts with corporate customers
        is unacceptable, as it will arbitrarily and severely
        deprive corporate customers and travel agents of the
        advantages of the airlines' expanded codeshare services.
        It would also arbitrarily and unfairly leave the
        airlines unable to compete effectively for corporate
        customer and travel agency business.

"These proposed DOT conditions would undermine the value of the
marketing agreement to consumers, and, therefore, to the
participating airlines.

"Although the carriers will not agree to certain of the
conditions that DOT seeks to impose, Continental, Delta and
Northwest have committed nonetheless to:

    --  Release to local airport authorities a total of 13 gates
        at four of the carriers' hub airports that become
        surplus as a result of the carriers relocating their
        gates in order to make connections between the carriers
        more convenient for travelers, and offer to release in
        the future any gates at their hub airports or at Boston
        that become surplus as a result of similar airport gate
        relocations related to the marketing agreement
    --  Restrict for a one-year period the total number of new
        domestic, Canadian and Caribbean codeshare flights
        between Northwest and Delta and between Continental and
        Delta to 650 flights per two carrier codeshare (for a
        total of 2,600 flights), and specify that at least
        391 of each marketing carrier's new codeshare flights (a
        total of 1,564 flights) must be to or from underserved
        or small airports, with a provision to notify the DOT if
        the carriers desire in the future to increase the number
        of those new codeshare flights
    --  Restrict three-carrier joint bids for corporate or
        travel agency contracts to those companies that request
        them; prohibit joint bids to companies headquartered or
        with a principal place of business in a carrier's hub
        city or other cities for domestic service originating
        from that city if the combined market share of the three
        carriers exceeds 50 percent at that city, and restrict
        the content of joint bids unless otherwise requested by
        the company or in a good faith response to a competitive
        bid.

"None of these additional commitments was required by the
Department of Justice when it approved the carriers' marketing
agreement last Friday, nor were similar conditions imposed by
DOT when it approved a virtually identical agreement between
United Air Lines and US Airways.  None of these additional
commitments is necessary to preserve competition as part of the
carriers' marketing agreement, which is designed to maintain the
competitive independence of each of Continental, Delta and
Northwest.  Nonetheless, each carrier has made these commitments
during the pendency of any enforcement proceeding brought by
DOT.

"Now that DOT's regulatory review period has terminated,
Continental, Delta and Northwest intend to move forward with
implementation of their alliance (subject to the commitments
outlined above).

"Our marketing agreement fully complies with applicable law.
Should DOT bring an enforcement action regarding the marketing
agreement, the carriers intend to defend their marketing
agreement vigorously while continuing to implement it, in order
to protect the pro-competitive, pro-consumer benefits identified
by the Justice Department, and to prevent the DOT from placing
Continental, Delta and Northwest at a competitive disadvantage
during a time of unprecedented crisis in the airline industry."


CORAM HEALTHCARE: Trustee Has Until June 30 to Decide on Leases
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Arlin M. Adams, the Chapter 11 Trustee for Coram
Healthcare Corp., and Coram, Inc., obtained an extension of time
to decide whether to assume, assume and assign, or reject the
Debtors' unexpired nonresidential real property leases.  Judge
Walrath gives the Trustee until June 30, 2003, to make those
decisions.

Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000.
Kenneth E. Aaron, Esq., at Weir & Partners LLP and Barry E.
Bressler, Esq., at Schnader Harrison Segal & Lewis LLP represent
the U.S. Trustee in these proceedings.


DEVINE ENTERTAINMENT: Renegotiating Convertible Debt
----------------------------------------------------
Devine Entertainment Corporation (TSX:DVN) announced that the
Company has reached an agreement with the majority of its
outstanding debenture holders to postpone certain principal
payments.

In aggregate, CDN $1,385,800 principal amount of the Series 1
and 2 Subordinate Convertible Debentures are currently issued
and outstanding.

As of December 31, 2002 the Company was in default on the Series
2 Debentures. The Company previously reported that because of
conditions in the capital markets that made it difficult for the
Company to raise equity investment, its working capital
continues to be limited. With the support of its debt holders,
the Company had previously postponed certain interest payments.

David Devine, President and CEO stated, "The Company is looking
forward to beginning new film productions in the first quarter
of 2003 and to raising additional working capital shortly
thereafter. Terms for the debenture will be finalized at this
time. Given that a majority of the debenture holders also
participated in the previously disclosed financing to
restructure the Company's Royal Bank debt in 2002, the Company
is pleased with the continued support of the debenture holders."

Five-time Emmy Award-winning Devine Entertainment Corporation is
a developer and producer of high-quality children's and family
films designed for worldwide television and cable markets and
international home video markets. The Company's interactive
history website, www.devinetime.com, was a YAHOO! Canada "Pick
of the Week" and won first prize in the Entertainment category
at the Atlantic Digital Media Festival.


EL PASO ENERGY: Declares Fourth Quarter 2002 Cash Distribution
--------------------------------------------------------------
El Paso Energy Partners, L.P. (NYSE: EPN) announced its fourth
quarter 2002 cash distribution of $0.675 per Common Unit.  The
distribution is payable on February 14, 2003 to unitholders of
record at the close of business on January 31, 2003.  This
distribution covers the period from October 1, 2002 through
December 31, 2002 and represents an 8-percent increase over that
of the fourth quarter of 2001.

El Paso Energy Partners, L.P. is one of the largest publicly
traded master limited partnerships with interests in a
diversified set of midstream assets, including onshore and
offshore natural gas and oil pipelines; offshore production
platforms; natural gas storage and processing facilities, and
natural gas liquids fractionation, transportation, storage and
terminal assets.  Visit El Paso Energy Partners on the Web at
http://www.elpasopartners.com

As reported in Troubled Company Reporter's December 5, 2002
edition, Standard & Poor's placed its 'BB+' corporate credit
rating on oil and natural gas services company El Paso Energy
Partners L.P., on CreditWatch with negative implications based
on the recent downgrade of its general partner, El Paso Corp.
(BB/Watch Neg/--).

Houston, Texas-based EPN has about $1.8 billion in outstanding
debt.

"The CreditWatch listing for EPN reflects the greater
uncertainties surrounding the credit profile of its general
partner. El Paso's involvement as the general partner with a 42%
stake in EPN influences the partnership's credit profile in
several ways and effectively tethers the ratings of the two
entities," said Standard & Poor's credit analyst Todd Shipman.


ENCOMPASS: Obtains Lease Decision Period Extension to April 21
--------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor
must decide whether to assume, assume and assign, or reject its
unexpired non-residential real property leases within 60 days
after the Petition Date.  The statute, however, provides that
the Court may extend the 60-day period, upon the debtor's
request, for cause.

Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, explains that Encompass Services Corporation and
its debtor-affiliates have not yet reviewed all their leases and
have not determined which of the leases they will assume or
reject.  The Debtors are still in the process of reviewing their
businesses and assets and are conducting assets sales to dispose
of some assets to obtain significant beneficial tax refunds.
Both processes, Ms. Protopapas notes, are potentially impeded if
the Debtors are required to divert manpower from the asset sale
process to ensure that the leases are all reviewed and analyzed
before January 21, 2003.

At the Debtors' request, Judge Greendyke moved the deadline to
assume or reject unexpired non-residential real property leases
for an additional 90 days, through and including April 21, 2003.
The 90-day extension is without prejudice to the Debtors' right
to seek further extension.

With the 90-day extension, Ms. Protopapas believes that the
Debtors will timely perform their undisputed postpetition
obligations under the unexpired leases in the same manner as
they have performed the obligations before the Petition Date.
(Encompass Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: New York Court Grants Okay to Redeem Class B Preferreds
--------------------------------------------------------------
Enron Corp. is the sole shareholder of Enron North America
Corp., which is the holder of:

    (a) all of the common stock of Enron Canada Corp.; and

    (b) all of the Class A Preferred Stock of Enron Canada Power
        Corp.

ECC, on the other hand, is the holder of:

    (a) all of the common stock of ECPC; and

    (b) all of the Class B Preferred Stock of ECPC.

ECPC holds all of ECC's Class A Preferred Stock.  Enron holds
1,039,504,347 shares of ECC's Class B Preferred Stock having a
stated par value of $1.  By its terms, the ECC Class B Preferred
is redeemable by ECC at its stated par value per share, plus any
dividends declared and unpaid or accrued and unpaid.

ECC wants to redeem certain shares of its Class B Preferred
Stock held by Enron now.

ECC is currently in the process of winding down its business
operations.  It is anticipated that ECC will have sufficient
assets to pay all of its creditors in full and to pay a portion
of its obligations pursuant to the ECC Class B Preferred in
connection with the wind down process.  Melanie Gray, Esq., at
Weil, Gotshal & Manges LLP, in New York, assures the Court that
the Redemption will not negatively impact ECC's ability to make
the payments.

Ms. Gray recounts that from September through November 2001, ECC
and ECPC loaned $190,000,000 to Enron.  The Loan was structured
as:

    (a) ECC transferred $160,000,000 cash to Enron Development
        Funding, Ltd. -- a Cayman Islands corporation and an
        indirect wholly owned Enron subsidiary -- in return for
        an EDF promissory note payable to ECC for the amount,
        plus interest; and

    (b) ECPC transferred $30,000,000 cash to EDF, in return for
        an EDF promissory note payable to ECPC for the same
        amount, plus interest.

EDF then forwarded the Loan to Enron by applying the proceeds to
an existing EDF promissory note payable to Enron equal to
$578,000,000.

Ms. Gray notes that Section 15(2) of the Income Tax Act of
Canada, as amended, provides that any loan made by a Canadian
corporation to its U.S. parent that is not satisfied before the
end of the following tax year is deemed to be a dividend and
therefore, subject to withholding tax at the rate of 5% per
annum.  At the time of the granting of the Loan, Enron intended
to satisfy it.  However, Enron was facing an uncertain financial
condition and could not be certain that it would satisfy the
Loan before the December 31, 2002 deadline.  Rather than risk
adverse consequences pursuant to the Tax Act, Enron, through its
agent, ECC, paid the Withholding Tax in December 2001.

According to Ms. Gray, the Redemption would permit Enron to
satisfy the Loan, as originally intended, and avoid any adverse
consequences pursuant to the Tax Act.  In addition, Enron's
satisfaction of the Loan would permit ECC to request a refund of
the Withholding Tax.  ECC's receipt of the Refund would increase
its value, benefiting Enron's creditors by increasing the amount
payable by ECC to Enron as the holder of additional shares of
ECC Preferred Stock.

Thus, Enron seeks the Court's authority to effectuate the
Redemption in satisfaction of the Loan pursuant to the terms in
the Assignment Agreement, the Debt Assumption Agreement and the
Acknowledgment Agreement.  The Transaction provides that:

    (i) ECPC will assign the ECPC Note to ECC in consideration
        for an ECC promissory note payable to ECPC amounting to
        $30,000,000, plus interest, thus consolidating EDF's
        obligations pursuant to the ECC Note and the ECPC
        Note -- the EDF Obligations -- with ECC;

   (ii) EDF will assign the EDF Obligations to Enron, ECC will
        release EDF from the EDF Obligations, and Enron will
        assume the EDF Obligations in consideration for an EDF
        promissory note payable to Enron for $190,000,000, plus
        interest; and

  (iii) ECC will redeem 190,000,000 shares of the ECC Class B
        Preferred held by Enron in full and complete
        satisfaction of the Satisfaction Note.

Ms. Gray contends that the assumption of the EDF Obligations
pursuant to Section 105 of the Bankruptcy Code and the sale of
the Property pursuant to Section 363 is warranted because it
permits:

    (a) Enron to effectuate the Transaction, and thereby avoid
        adverse consequences pursuant to the Tax Act; and

    (b) ECC to request the Refund, to the benefit of creditors
        of Enron's estate during distribution.

Moreover, Ms. Gray informs the Court that Enron is not aware of
any lien existing against the Redeemed Shares.  Accordingly, the
Court should declare the sale to be free and clear of all liens,
claims, encumbrances, setoff, recoupment, netting and deduction.

                           *     *     *

Accordingly, the Court approves the Debtors' request in all
respects. (Enron Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Enters Ford Warranty Reduction Program
----------------------------------------------------------
Exide Technologies (OTC Bulletin Board: EXDTQ) --
http://www.exide.com-- a global leader in stored electrical
energy solutions, has entered into a new warranty reduction
program (WRP) with its original equipment customer, Ford Motor
Company.  Ford, which celebrates its 100th anniversary in 2003,
developed the WRP as a sliding scale incentive to reward all of
its suppliers who help reduce warranty expenses.

Exide is an original equipment supplier of automotive starting
batteries for the Crown Victoria, Econoline, Explorer, F-Series,
Grand Marquis, Mountaineer, Ranger, Sable and Taurus car models.
The Exide Technologies WRP is designed to reward model-year over
model-year improvements in warranty performance on original
equipment batteries it supplies to Ford.

"The WRP aligns the common objectives of Exide Technologies and
Ford to provide best-in-class customer satisfaction.  And both
of our companies have equity in reducing warranty claims," said
Craig H. Muhlhauser, Chairman and CEO of Exide Technologies.
"The program also will continue to improve quality, reduce costs
and allow Exide to be swifter to market with products and
services that will support Ford in addressing its customer
concerns."

                    About Exide Technologies

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range
of stored electrical energy products and services for industrial
and transportation applications.

Transportation markets include original-equipment and
aftermarket automotive, heavy-duty truck, agricultural and
marine applications, and new technologies for hybrid vehicles
and 42-volt automotive applications.

Industrial markets include network power applications such as
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.


EXODUS COMMS: Infomart Urges Court to Compel Surrender of Lease
---------------------------------------------------------------
Margaret Manning, Esq., at Buchanan Ingersoll Professional
Corporation, in Wilmington, Delaware, informs the U.S.
Bankruptcy Court for the District of Delaware that in a lease
dated December 28, 1999 between Infomart, as landlord, and
GlobalCenter Inc., as tenant, GlobalCenter leased the Property
for a term of 15 years.  Pursuant to the Lease, the term
"Premises" is defined as, "the entire eighth, ninth and tenth
floors of the Building. . ."  The term "Building" is defined as,
"the building, fixtures, equipment and other improvements and
appurtenances now located or hereafter erected, located or
placed upon the [Property]."

On April 30, 2000, GlobalCenter and Infomart executed the First
Amendment of the Lease.  Pursuant to the terms of the First
Amendment, the "Additional Premises" is defined as "[t]he 1st
Floor Space, the 2nd Floor Space, 3rd Floor Space and (subject
to Section 9(c)) the 6th Floor Space. . ."  Furthermore, the
First Amendment provides that the "Additional Premises shall
be incorporated into the Existing Premises, and as so
incorporated shall constitute the Premises for all purposes of
the Lease. . . ."

The salient provisions of the lease are:

    A. Global Center is responsible for the payment of all Rent,
       including the Fixed Rent and Additional Rent;

    B. After the expiration or other termination of this Lease,
       Tenant will quit and surrender to Landlord the Premises,
       vacant, broom-clean, in good order and condition,
       ordinary wear and tear damage for which Tenant is not
       responsible under the terms of this Lease expected, and
       Tenant will remove all of its Property and the Designated
       alterations from the Premises; and

    C. The Tenant may remove its Property and any alterations
made by or on the Tenant's behalf at any time, provided
that the Tenant will repair and restore in a good
workman-like manner any damage to the Premises and the
building caused by removal.

Pursuant to the explicit terms of an Agreement and Plan of
Merger dated September 28, 2000, Exodus Communications, Inc.,
and its debtor-affiliates assumed GlobalCenter's obligations due
to Infomart under the Lease Documents.

Ms. Manning relates that pursuant to a Designation of Rights
Agreement dated October 3, 2001, by and between the Debtors and
Global Crossing Ltd., the Debtors transferred the right to
direct the disposition of certain of the Debtors' leasehold
interests, including the Lease Documents, in exchange for Global
Crossing's undertaking to pay carrying costs associated with the
applicable properties.  On December 13, 2001, this Court entered
an Order, approving the Designation Agreement, which transferred
the Debtors' rights to designate certain leases.  More
specifically, the Designation Agreement "relates to the transfer
of rights by the Debtors to Global Crossing to direct the
disposition of certain leasehold interests held by the Debtors."

The salient provisions of the Designation Agreement are:

    A. The Debtors have determined that it is in the best
       interests of their estates to assume and assign the
       Leases to mitigate any claims that may be asserted
       against their estates as a result of their rejection of
       the Leases; and

    B. After a Rejection Direction, the Debtors will promptly
       File a motion or serve a notice in accordance with the
       Court-approved rejection procedures, but in no event
       greater than three business days following a Rejection
       Direction, seeking to reject the Lease.

However, on January 28, 2002, only one month after execution of
the Designation Agreement, Ms. Manning reports that Global
Crossing and its various affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code with the
United States Bankruptcy Court for the Southern District of New
York. Global Crossing subsequently informed the Debtors that it
did not intend to perform its rights and obligations under the
Designation Agreement.  Nevertheless, at no time have the
Debtors filed an application or sought entry of a Court order
authorizing the rejection of the Lease.  In addition, at no time
has Global Crossing issued a Rejection Direction to the Debtors.
Accordingly, no application has ever been filed and no order has
ever been entered by this or any Court authorizing the Debtors
to reject the Lease.

By Order dated November 15, 2001, Ms. Manning reminds the Court
that it granted the Debtors' application to establish certain
procedures for the periodic sales of certain miscellaneous
assets valued at less than $1,000,000.  By and through the
Miscellaneous Asset Sale Motion, the Debtors sought to sell
certain assets, which are substantially comprised of the
electrical and computerized security systems for the Property.
Infomart believed that, pursuant to the terms of the Lease
Documents, it held title to the electrical and computerized
security system. The Debtors' attempt to sell these properties
and retain the proceeds of the sale deprived Infomart of the
full benefit of the Lease and its Assets.  Accordingly, Infomart
objected to the Debtors' proposed sale of the Assets.

In response to Infomart's Asset Sale Objection, the Debtors
excluded the Assets from the sales set forth in the
Miscellaneous Asset Sale Motion, pending resolution of the
ownership of the Assets.  On February 6, 2002, a hearing was
held before the Court with respect to the Debtors' proposed sale
of the Assets, at which time the Debtors' counsel advised the
Court that:

    -- the parties had conditionally resolved the Asset Sale
       Objection;

    -- agreed to the rejection of the Lease; and

    -- that they were hopeful and confident they would be able
       to have a full resolution of the controversy.

Ms. Manning relates that notwithstanding Debtors' counsel's
statements, the controversy between the parties was not
resolved, and no order memorializing a resolution of the Asset
Sale Objection or the alleged Lease rejection was ever sought by
the Debtors or entered by the Court.

Ms. Manning points out that pursuant to the Plan and the
Confirmation Order, all the Debtors' executory contracts and
unexpired leases are deemed rejected as of the Effective Date,
except for certain specifically identified unexpired leases and
executory contracts, which do not include the Lease with
Infomart.  Moreover, pursuant to the Confirmation Order, any
creditors seeking payment on account of administrative expense
claims must file a request on or before 30 days after the
Confirmation Date.  Accordingly, inasmuch as the Debtors failed
to comply with the Designation Rights Order and did not
specifically seek to reject the Lease until it filed the Plan,
the Lease was not deemed rejected until the Effective Date.

According to Ms. Manning, with the parties unable to agree as to
the date that the Lease had been rejected and unable to resolve
their dispute as to title to the Assets, on June 14, 2002,
Infomart commenced an adversary proceeding against the Debtors,
seeking a declaratory judgment that Infomart holds title to the
Assets, including the security system for the Property, all of
which are located at the Property.  On August 1, 2002, the
Debtors filed an Answer in the Adversary Proceeding disputing
Infomart's interest in the Assets, and asserting paramount title
to it.  Nevertheless, the Assets remain at the Property.  After
extensive litigation and discovery, on December 16, 2002,
Infomart agreed to relinquish any further claim it has to the
Assets.  By correspondence of the same date, Infomart confirmed
to the Debtors that it relinquished all further claims to the
Assets and advised the Debtors that it had 30 days to remove the
Assets from the Property and to submit a plan for restoring and
repairing the Property after the removal of the Assets.

Ms. Manning informs the Court that despite receiving the
December 16, 2002 correspondence and having a representative
visit the Property on December 19, 2002, the Debtors still have
not indicated to Infomart whether it intends to remove the
Assets from the Property and submit a plan for the restoration
and repair of the Property.  Thus, Infomart is compelled to file
this motion.

Although the parties continue to dispute the effective date of
the rejection of the Lease, the parties agree that the Debtors
rejected the Lease for the Property.  Accordingly, by operation
of Section 365(d)(4) of the Bankruptcy Code, after the rejection
date, the Debtors had an obligation to immediately surrender the
Property to Infomart.  The Debtors, however, continues to store
the Assets at the Property and, thus, has failed to comply with
their statutory obligations.

Accordingly, Infomart asks the Court to compel the Debtors to
surrender the Property and remove the Assets by the Surrender
Date.

Ms. Manning believes that the cost of removing the Assets from
the Property and storing the Assets may be of greater expense to
the estate than the value of the Assets themselves.
Accordingly, in the event that the Debtors do not remove the
Assets by the Surrender Date, Infomart asks that the Court to
find that the Debtors' refusal to remove the Assets is prima
facie evidence that:

    -- there is no equity in the Assets;

    -- the removal and disposal of the Assets is and would be
       burdensome to the estate; and

    -- the Assets are of inconsequential value and benefit to
       the estate.

In sum, Infomart asks the Court to compel the Debtors to abandon
any Assets to Infomart that are not removed from the Property
prior to the Surrender Date.

In addition, Infomart asks the Court to compel the Debtors to
repair and restore the Property with respect to any and all
damage caused as a result of the Debtors' removal of the Assets
from the Property pursuant to the Lease and applicable law.  In
the alternative, Infomart asks the Court to allow its
administrative expense claim for the restoration and repair of
the Property arising from the Debtors' removal of the Assets
from the Property, and direct the Debtors to immediately pay the
administrative expense claim.  Courts have recognized that,
where removal and restoration clauses are contained in the
lease, it would be inequitable to permit a debtor to avoid its
obligations and have held that the debtor must restore the
premises to a condition, which complies with the clauses in the
lease. (Exodus Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FAO INC: Secures Nod to Employ Richards Layton as Co-Counsel
------------------------------------------------------------
FAO, Inc., and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Richards, Layton & Finger, PA in
Wilmington, Delaware, as its Co-Counsel in the toy retailer's
chapter 11 proceedings.

The Debtors are also seeking court nod to bring-in Levene,
Neale, Bender, Rankin & Brill, LLP as co-counsel.  The Debtors
submit that it is essential for them to employ both firms.
Levene Neale will lead the restructuring engagement and Delaware
counsel is required for the Debtors to appear before the
Bankruptcy Court.  The Debtors assure the Court that the two
firms have discussed a division of responsibilities regarding
representation of the Debtors and will make every effort to
avoid or minimize duplication of services.

Richards Layton has rendered legal services and advice to the
Debtors with respect to the preparation of these cases. During
the course of this representation, Richards Layton has acquired
knowledge of the Debtors' business, financial affairs and
capital structure.

As Co-Counsel, Richards Layton will:

(a) advise the Debtors of their rights, powers and duties as
     debtors and debtors in possession;

(b) take all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions on
     the Debtors' behalf, the defense of any actions commenced
     against the Debtors, the negotiation of disputes in which
     the Debtors are involved, and the preparation of objections
     to claims filed against the Debtors' estates;

(c) prepare on behalf of the Debtors all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the Debtors' estates;
     and

(d) perform all other necessary legal services in connection
     with the Debtors' chapter 11 cases.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates
are:

          Mark D. Collins          $425 per hour
          John H. Knight           $310 per hour
          Rebecca L. Booth         $200 per hour
          Kimberly D. Newmarch     $165 per hour
          Diana M. Poole           $125 per hour
          Amanda R. Kernish        $115 per hour

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.


FAO INC: Receives Delisting Notice from the Nasdaq
--------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), a leader in children's specialty
retailing, announced that it had received a Nasdaq Staff
Determination on January 14, 2003, indicating that, as a result
of its recent bankruptcy filing, the Company fails to comply
with the requirements for continued listing set forth in
Marketplace Rules 4300 and 4450(f), and that its securities are,
therefore, subject to delisting from the Nasdaq National Market.
The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing.

                   About FAO, Inc.

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

FAO, Inc. assumed its current form in January 2002. The Right
Start brand originated in 1985 through the creation of the Right
Start Catalog. In September 2001, the Company purchased assets
of Zany Brainy, Inc., which began business in 1991. In January
2002 the Company purchased the FAO Schwarz brand, which
originated 141 years ago in 1862.

For additional information on FAO, Inc. or its family of brands,
visit the Company on line at http://www.irconnect.com/faoo/


FOUNTAIN PHARMACEUTICALS: Jeff Wasson Discloses 7% Equity Stake
---------------------------------------------------------------
As of the close of business on January 7, 2003, Jeff Wasson was
the beneficial owner of 868,000 shares of common stock of
Fountain Pharmaceuticals, Inc. As of January 7, 2003, these
shares represented 7% of the sum of the 12,400,309 total shares
of common stock outstanding as reported by the Company.  Mr.
Wasson is a private investor.  He holds sole voting and
dispositive rights over the 868,000 shares held.

On November 21, 2002, the Company completed the acquisition of
all of the issued and outstanding shares of SiriCOMM, Inc., a
Missouri corporation. Mr. Wasson loaned SiriCOMM, Inc.
(Missouri) an aggregate of $500,000 in two installments of
$250,000 each on November 16, 2001 and April 5, 2002
respectively. In connection with these loans, Mr. Wasson was
issued two convertible notes each in the principal amount of
$250,000. Upon conversion, these notes are convertible into an
aggregate of 7% of the combined entity's common stock.
Accordingly, on January 7, 2003, Mr. Wasson converted his notes
into 868,000 shares of the Company's common stock, which
represents 7.0% of the company's issued and outstanding shares
of common stock. Mr. Wasson made the initial loans out of his
personal funds.

The shares of common stock deemed to be beneficially owned by
Mr. Wasson were acquired for, and are being held for, investment
purposes.

                      *   *   *

As previously reported in the Oct. 17, 2002, issue of the
Troubled Company Reporter, Fountain Pharmaceuticals, which had
relied largely on loans from chairman James Schuchert, Jr., ran
out of time and money. Before suspending operations and
transferring its assets instead of facing foreclosure, it
primarily developed "cosmeceuticals" based on its proprietary
drug-delivery technology -- man-made microscopic spheres carry
pharmaceuticals that are released when applied to the skin. The
technology was used in sunscreens, lotions, and moisturizers
under the Celazome and LyphaZone brands.

Since Fountain Pharmaceuticals no longer has assets except the
Company's public shell, it no longer has the ability to generate
revenue; therefore, the Company is not in the position to
continue as a going concern.

The Company's Board of Directors is currently pursuing
candidates with potential business interest with which to
merge.  The Company has reached an agreement to acquire all of
the issued and outstanding shares of SiriCOMM, Inc.


GENESIS HEALTH: Names Robert H. Fish as Permanent Chairman & CEO
----------------------------------------------------------------
Genesis Health Ventures, Inc. named Robert H. Fish as permanent
Chairman of the Board and Chief Executive Officer.  Fish, 52,
who had been serving as interim CEO since May 28, is a 25-year
veteran of the healthcare industry.

"During our extensive 6-month CEO search, we unanimously
concluded that Bob is the right person to lead the company
through this period of strategic restructuring," said Joseph A.
LaNasa, III, a member of the Genesis Board's search committee.

"I am pleased to accept the permanent assignment as Genesis' CEO
and about continuing to lead a dynamic company through a period
of significant operational and strategic initiatives.  Over the
next 60 days, the Board's evaluation of strategic business
alternatives will conclude and a number of very exciting
initiatives will begin," said Fish.

Before joining Genesis, Fish was a Partner of Sonoma-Seacrest,
LLC, a California-based healthcare consulting firm.  He had also
served as President and Chief Executive Officer of St. Joseph
Health System/Sonoma County and Chief Executive Officer of
ValleyCare Health System in California.  Fish holds a Bachelor
of Arts degree from Whittier College and a Master's in Public
Health with a concentration in Hospital Administration from the
University of California at Berkeley.  Fish has a special
interest in Gerontology and has studied extensively at the Ethel
Percy Andrus School of Gerontology at the University of Southern
California at Los Angeles.

Genesis Health Ventures (Nasdaq: GHVI) provides healthcare
services to America's elders through a network of NeighborCare
pharmacies and Genesis ElderCare skilled nursing and assisted
living facilities.  Other Genesis healthcare services include
rehabilitation and respiratory therapy, hospitality services,
group purchasing, and diagnostics.  Visit
http://www.ghv.com

On Oct. 3, 2002, Standard & Poor's Ratings Services  affirmed
its corporate credit rating and assigned its 'B+' rating to a
proposed $200 million senior unsecured term loan B, due 2007.


GENUITY INC: Seeking Approval of Small Asset Sale Procedures
------------------------------------------------------------
According to William F. McCarthy, Esq., at Ropes & Gray, in
Boston, Massachusetts, in connection with the operation of their
businesses, the Debtors maintain various assets, including
personal property.  Some of this property won't be necessary for
the continued operation and reorganization of their businesses.
Consequently, Genuity Inc., together with its debtor-affiliates
anticipate that over the course of these bankruptcy cases, they
will want, and attempt, to sell those assets that are, or
become, unproductive, unnecessary and burdensome to their
estates.  The Debtors believe that the assets they will seek to
sell primarily constitute non-core assets that, in most cases,
have relatively de minimis value when compared with the Debtors'
total asset base.  These assets include security equipment,
phone systems, fire protections systems, UPS (Uninterrupted
Power Supply), conference room set-ups, network equipment and
facilities equipment including HVAC, DC power plants,
generators, communications servers and routers, cable and
cable racking, as well as internal IT equipment and office
related materials including printers, laptops, PCs, modems,
copiers, flooring, chairs, cubicles and private office set-ups
that are either unused or have become obsolete.

Despite the de minimis value of the assets, Mr. McCarthy is
concerned that the sales of some of these assets may constitute
transactions that are outside of the ordinary course of the
Debtors' businesses that would normally require individual Court
approval pursuant to Section 363(b)(1) of the Bankruptcy Code.
However, Debtors believe that having to obtain Court approval
for each individual proposed sale of De Minimis Assets would be
administratively burdensome to the Court and expensive for the
Debtors' estates.  This is not only true in light of the small
value of the De Minimis Assets, but also because the window of
opportunity to sell assets like the De Minimis Assets is often
quite small.  In fact, in some cases, the costs and delays
associated with seeking individual Court approval of a proposed
sale of a De Minimis Assets could eliminate, or substantially
reduce, the economic benefit of the sale.  In addition, to the
extent the Debtors wish to sell De Minimis Assets to facilitate
the rejection of certain real estate leases, the delays
associated with seeking individual Court approval of a sale
would result in increasing the amount of the Debtors'
administrative rent expenses.

To alleviate the burden and cost of having to obtain individual
Court approval each time the Debtors seek to sell certain De
Minimis Assets, and to facilitate the rejection of real estate
leases, the Debtors seek entry of an order approving the sale
procedures.  The Debtors believe that the Sale Procedures strike
a proper balance between, on the one hand, enabling the Debtors
to maximize the value of the De Minimis Assets to the estates
and minimize their administrative rent obligations, and, on the
other, the necessity of providing parties-in-interest with
notice and an opportunity to object to a proposed sale out of
the ordinary course of business.  The Debtors propose to
implement the Sale Procedures on these terms:

    A. the Debtors will only be authorized to sell assets that
       the Debtors could otherwise sell without violating the
       Asset Purchase Agreement with 360 Networks;

    B. the Debtors will be permitted to sell De Minimis Assets
       where the sale price for a specified De Minimis Asset or
       groups of related De Minimis Assets is $1,500,000 or
       less. If the sale price for a specified De Minimis Asset
       or groups of related De Minimis Assets is $350,000 or
       less, the Debtors will be authorized to sell the property
       in the ordinary course of business pursuant to Section
       363(c) of the Bankruptcy Code without further notice or
       further order of the Court.  These De Minimis Sales will
       be deemed final and fully authorized by the Court, and
       will be free and clear of all Liens to the fullest extent
       permitted by Section 363(f) of the Bankruptcy Code.

    C. if a proposed sale price for a specified De Minimis Asset
       or groups of related De Minimis Assets is in excess of
       $350,000, but no more than $1,500,000, the Debtors will
       be permitted to consummate a sale under these procedures
       in lieu of a separate notice and hearing for each sale:

       -- the Debtors will give notice via e-mail, facsimile, or
          overnight delivery service of each proposed sale to:

          a. counsel for the Creditors' Committee,

          b. the United States Trustee's Office,

          c. counsel to the administrative agent for the
             Debtors' prepetition credit facility, and

          d. any and all parties known to the Debtors as holding
             or asserting an interest in the De Minimis Assets
             subject to sale;

       -- the notice will specify:

          a. the De Minimis Assets to be sold;

          b. the identity of the proposed purchaser;

          c. the relationship, if any, that the proposed
             purchaser has with the Debtors;

          d. the identities of any parties holding liens on or
             other interests in the assets;

          e. the current estimated value of the assets to be
             sold; and

          f. instructions consistent with the procedures to
             assert objections to, or requests for time to
             evaluate, the proposed sale;

       -- the Notice Parties will have 5 business days from the
          date on which the Sale Notice is sent to object to, or
          request additional time to evaluate, the proposed
          sale. All objections or requests should be in writing
          and delivered to:

             Genuity Inc.
             225 Presidential Way, Woburn, MA 01801
             Attn: Ira H. Parker

                      and

             Debtors' counsel, Ropes & Gray
             One International Place, Boston, MA 02110
             Attn: Don S. DeAmicis

          If no written objection or request for additional time
          is received by Genuity and Ropes & Gray within the 5-
          day period, the Debtors will be authorized to
          consummate the proposed sale and to take actions as
          are reasonable or necessary to close the sale and
          obtain sale proceeds;

       -- if any Notice Party timely provides a written request
          to Genuity Inc. and Ropes & Gray for additional time
          to evaluate the proposed sale, the Notice Party will
          have an additional 10 calendar days to object to the
          proposed sale.  The Debtors may consummate a proposed
          sale of De Minimis Assets, after objection, if the
          objecting party consents or withdraws its objection,
          and with the consent of any Notice Party to any change
          of the terms of the proposed sale that are materially
          adverse to the Notice Party;

       -- if any Notice Party submits a written objection to the
          proposed sale so that the objection is received by
          Genuity Inc. and Ropes & Gray on or before the 5th
          business day after the Sale Notice is sent, the
          Debtors and the objecting Notice Party will use good
          faith efforts to resolve the objection.  If the
          Debtors and the objecting Notice Party are unable to
          achieve a resolution, the Debtors will not proceed
          with the proposed sale without Court approval, after
          notice and a hearing;

    D. nothing will prevent the Debtors, in their sole
       discretion, from seeking the Court's approval at any time
       of any proposed sale of assets after notice and a
       hearing;

    E. the Sales Procedures will not apply to sales of assets to
       an "insider," as defined in Section 101(31) of the
       Bankruptcy Code.  Any sale will continue to require Court
       approval after notice and a hearing as set forth in
       Section 363(b) of the Bankruptcy Code;

    F. any Lien on any De Minimis Assets sold without further
       court order will be deemed to attach to an amount of cash
       or cash equivalents held by the Debtors equal to the net
       proceeds of the sale; and

    G. if the proposed sale price is greater than $1,500,000,
       the Debtors will be required to file a motion with the
       Court requesting approval of the sale pursuant to Section
       363 of the Bankruptcy Code.

The Debtors further request authority to execute and deliver all
instruments and documents, and take other actions as may be
necessary or appropriate to implement and effectuate the Sale
Procedures as approved by this Court.

The Debtors also request that the Court approve any and all
sales of De Minimis Assets in accordance with the terms of the
Sales Procedures free and clear of all Liens.  The Debtors
further request that the Court find and hold that all purchasers
of the De Minimis Assets or interests in the De Minimis Assets,
who purchase these Assets in accordance with the Sale Procedures
set forth, are entitled to the protections afforded by Section
363(m) of the Bankruptcy Code.

The outlined Sale Procedures will minimize administrative costs
in these cases, including administrative rent obligations,
facilitate the expeditious liquidation of miscellaneous non-core
assets, and preserve the rights of the interested parties to
object.

Mr. McCarthy believes that having to obtain Court approval of
each individual proposed sale or would result in increased costs
incurred by the drafting, serving and filing of pleadings, as
well as time incurred by attorneys for appearing at Court
hearings.  In addition, having to obtain Court approval would
further delay the Debtors' ability to vacate and reject certain
leases of real property in which certain De Minimis Assets are
located, thereby causing the Debtors to incur administrative
rent obligations and associated expenses, including utility
charges and common area maintenance charges.  Moreover, the
Debtors may often face tight time constraints imposed by
proposed purchasers in connection with closing a proposed sale.
The Sale Procedures set forth will enable the Debtors to quickly
respond to the needs of the purchasers, while preserving the
rights of parties-in-interest to review and object to the
proposed sale.

Mr. McCarthy insists that the Debtors have a sound business
purpose for selling the De Minimis Assets and for establishing
procedures to permit the Debtors to accomplish these sales in
the most efficient, cost-effective manner possible.  The Sale
Procedures set forth with respect to De Minimis Assets with a
sale price between $350,000 and $1,500,000 will enable the
Debtors to quickly respond to the needs of the purchasers, while
preserving the rights of parties-in-interest to review and
object to the proposed sale.  Accordingly, the Debtors believe
that the Sale Procedures satisfy the requirements of Section
363(f) of the Bankruptcy Code.  If a holder of a Lien receives
the requisite notice and fails to object within the prescribed
time period, the holder will be deemed to have consented to the
proposed sale and the property may then be sold free and clear
of the holder's Liens.

With respect to sale of De Minimis Assets with a value less than
$350,000, which, pursuant to the Sale Procedures, will be
authorized without notice and further Court approval, the
Debtors submit that they are unaware of any Liens against the De
Minimis Assets and request the Court to authorize that the sales
of these De Minimis Assets pursuant to the Sale Procedures set
forth in this motion also be free and clear of any Liens, with
any Liens to be, at the Debtors' discretion, either:

    -- satisfied from the proceeds of the sale; or

    -- transferred and attached to the net sale proceeds.

Mr. McCarthy points out that these estates have substantial free
cash, and no substantial secured claims against them.  Providing
holders of Liens on De Minimis Assets with a floating lien on
the free cash of the relevant Debtor will defer consideration of
all lien issues until a more appropriate time -- objections to
claims and plan confirmation -- while permitting these estates
to quickly and efficiently liquidate their assets for the
benefit of all creditors. (Genuity Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Assumes Telecom Services Agreement with IDT
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained the Court's authority to assume a certain
telecommunications services agreement with IDT Corporation.

Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that Global Crossing Bandwidth, Inc., one of
the GX Debtors, provides telecommunications services to IDT
Corporation pursuant to a certain Telecommunications Services
Agreement, dated September 29, 1998.  In addition, the GX
Debtors purchase certain telecommunications services from IDT.
On the Petition Date, the GX Debtors and IDT held claims against
each other, based on their existing contractual relationships.
On May 16, 2002, the Court approved a stipulation that resolved
all claims.  The Stipulation also provides that IDT will pay
$6,100,000 to GC Bandwidth on the date the Court approves the
assumption of the Capacity Contract.

Pursuant to the Capacity Contract, Mr. Basta explains that GC
Bandwidth agreed to provide certain dedicated circuit capacity
on the Network for the transportation of IDT's
telecommunications traffic.  Specifically, IDT agreed to
purchase from GC Bandwidth 23,859,360 channel miles of circuit
capacity along the Network between certain cities within the
United States, with the right to freely substitute a designated
city pair with another city pair along the Network.

The significant terms of the Capacity Contract are:

    -- IDT agreed to pay $1.35 per DS-O channel mile along the
       Network for the entire 20-year term of the Capacity
       Contract as a nonrecurring charge amounting to
       $32,210,136;

    -- IDT agreed to pay GC Bandwidth 15% of the Total
       Nonrecurring Charge after execution of the Capacity
       Contract, with the balance to be paid pro rata based on
       the number of channel miles per circuit order;

    -- IDT was required to either order all 23,859,360 channel
       miles within the first 18 months of the Capacity
       Agreement or pay the entire balance of the Total
       Nonrecurring Charge at the end of the first 18 months;
       and

    -- In addition to the Total Nonrecurring Charge, IDT agreed
       to pay GC Bandwidth $.0035 per channel mile a month for
       maintenance of the Network.  Beyond the Total
       Nonrecurring Charge and the Maintenance Charge, IDT had
       the right to purchase additional capacity beyond the
       23,859,360 of original channel miles, with costs varying
       for additional capacity depending on the grade of fiber
       purchased.

In essence, GC Bandwidth has agreed to provide
telecommunications capacity to IDT on the Network in exchange
for significant upfront payments and ongoing maintenance
charges. Mr. Basta admits that most of the Debtors' contracts
with customers are being assumed or rejected in a procedure that
is tied to the effective date of the Plan.  The Debtors have
determined, however, that the assumption of the Capacity
Contract at this time will provide significant benefit to their
estates. Most notably, the Purchase Agreement with the Investors
on which the Plan is based includes certain cash and working
capital tests that are measured on December 31, 2002.  The
assumption of the Capacity Contract at this time will trigger
IDT's obligation under the Stipulation to pay $6,100,000 and
will assist the Debtors in meeting those targets.  Moreover, Mr.
Basta believes that the assumption of the Capacity Contract at
this time will further an important business relationship with
IDT.  Finally, the Debtors believe that there will be no cure
costs involved in the assumption of the Capacity Contract.  All
prepetition claims between the parties have been finally
resolved pursuant to the Stipulation.

The Debtors also believe that assumption of the Capacity
Contract will bring value to the Debtors' estates and that the
future provision of Network-related services to IDT is
consistent with the Debtors' business plan. (Global Crossing
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTEGRATED HEALTH: Court Okays Global Settlement Pact with Omega
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained a Court order approving a "global"
settlement with Omega Healthcare Investors, Inc., pursuant to
the Term Sheet executed between the parties on November 26,
2002.

The Term Sheet generally provides for the release and discharge
of any and all claims other than the Crystal Springs Claim or
contingent Ballard Payment in exchange for the transfer to Omega
or its designee of substantially all of the Debtors' real
property and improvements and certain related personal property
serving as collateral for Omega's mortgage loans to each Debtor,
pursuant to a deed in lieu of foreclosure, and the transfer of
operations to Omega or its designee of the nursing home facility
and certain related personal property owned by the Debtors
pursuant to a certain Operations Transfer Agreement.  Each
Operations Transfer Agreement will address the disposition of
the Medicare provider reimbursement agreement and Medicare
provider number and the Medicaid provider reimbursement
agreement and Medicaid provider number related to the Facility.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that prior to the
Petition Date, certain of the Debtors and Omega executed three
commercial mortgage notes, secured by three separate and
distinct mortgages covering three separate groups of skilled
nursing facilities held by Omega totaling $54,410,000.  These
mortgages consist of two "blanket" mortgages and a separate
mortgage in favor of and held by Omega securing indebtedness in
the original principal amounts of $12,000,000, $37,500,000 and
$4,910,000.  The $12,000,000 Note is secured by a lien on the
Bonterra Nursing Center and Parkview Manor Nursing properties.
The $37,500,000 Note is secured by a lien on IHS properties at
Brandon, IHS at Central Park Village, IHS of Dallas at Treemont,
IHS of Florida at West Palm Beach, IHS of Lakeland at Oakbridge,
IHS of Sarasota at Beneva and The Vintage Properties.  Finally,
the Crystal Springs Nursing and Rehabilitation Center secures
the $4,910,000 Note.

In connection with each Mortgage, Omega asserts first priority,
perfected mortgage liens on the Properties that serve as
collateral.  Mr. Brady explains that the settlement provides for
the transfer of the Properties to Omega in recognition of the
fact that, by virtue of the Omega Liens, Omega allegedly
possesses the rights and interests of a mortgagee, and, subject
to applicable law, would be entitled to foreclose on the Omega
Liens and receive the proceeds of any disposition of the
Properties, provided that these proceeds are applied to reduce
Omega's mortgage claims against the Debtors.  Based on its
review of copies of the recorded Mortgages and certain title
information, the Debtors believe that the Omega Liens are
properly perfected.

Following negotiations among the Debtors and Omega, on June 30,
2000, Mr. Brady reminds the Court that it entered a Stipulation
and Order among the Debtors and Omega authorizing the grant of
"adequate protection" to Omega pursuant to Sections 361 and 363
of the Bankruptcy Code.  The Stipulation provided for the
Debtors to make monthly "adequate protection" payments of non-
default rate interest to Omega with respect to the Mortgages,
renewable automatically for successive six-month periods unless
terminated by the Debtors or Omega in accordance with its terms.
The Stipulation also provided for the reservation of all of the
parties' rights with respect to valuation matters and to the
final allocation of the "adequate protection" payments to these
claims of Omega, which might ultimately be allowed.  To date,
since the entry of the order approving the Stipulation, the
Debtors have paid $15,692,798 in non-default rate interest
payments to Omega.

According to Mr. Brady, the settlement provides for Omega to
release all Claims against the Debtors' estates comprised of
alleged secured claims amounting to $50,500,000, other than its
$4,500,000 general unsecured claim arising from the Crystal
Springs Mortgage.  Moreover, Omega has asserted that the Debtors
are obligated to compensate Omega, as a postpetition
administrative expense of the Debtors' estates, for any
postpetition diminution in value of the Mortgaged Properties.
In addition, Omega asserts $1,500,000 lease rejection damage
claims arising from a lease for the Ballard Convalescent Center,
a 142-bed skilled nursing facility located in Seattle,
Washington, and $1,100,000 in postpetition administrative
expense claims with respect to the Debtors' alleged obligation
to pay for and make certain repairs and improvements to the
Ballard Facility.  Omega has asserted that the Debtors are
obligated under the terms of the Ballard Lease to install a new
HVAC system at the Ballard Facility at a total cost exceeding
$1,000,000.  Omega alleges that under the terms of the Ballard
Lease, the Debtors have an obligation to return the premises to
Omega in operating condition, and the premises allegedly have
licensure survey deficiencies resulting from the failure of the
HVAC system.  Accordingly, Omega argues that this sum would
constitute a postpetition administrative expense of the Debtors'
estates.

Mr. Brady recounts that this Court previously has authorized the
Debtors to abandon the Crystal Springs Property to Omega
pursuant to its Order dated March 7, 2002.  Omega argues,
however, that it is entitled to an administrative expense claim
due to the postpetition diminution in value of the Crystal
Springs Property arising from the closing of the facility
without Omega's consent. The Debtors contest all of these Claims
and assertions but believe that in light of the compromise in
the Term Sheet, it would be imprudent to suffer the time, delay
and undue expense of litigating them.  Thus, the Debtors have
negotiated an acceptable compromise for inclusion in the
"global" settlement.

Mr. Brady explains that the Debtors want to discontinue
operations at all of the Facilities because the professional and
general liability related to these Facilities has caused the
Debtors' operations to suffer reduced profitability in the
context of their overall business plan.  Moreover, the Debtors
believe that their existing interested or prospective acquirers
will not seek to own of operate any of the Facilities.
Accordingly, returning the Facilities to Omega in a manner that
satisfies its claims in full represents a prudent exercise of
the Debtors' business judgment.

The Debtors and Omega have engaged in extensive arm's-length,
good faith negotiations, which have resulted in the agreement in
principle to effectuate the settlement set forth in the Term
Sheet.

The salient terms and provisions of the settlement are:

    A. Cash Payments: As part of the settlement, the Debtors
       would continue to pay Omega $452,000 per month through
       February 2003, after which date the Monthly Payments and
       any and all other payments by the Debtors with respect to
       the Claims or the Properties would cease, even if the
       Properties or Facilities are transferred in connection
       with a "stand-alone" reorganization of the Debtors.  In
       addition to paying the Monthly Payments, the Debtors have
       agreed to make a $650,000 payment to Omega, in full and
       complete release, discharge and satisfaction of any and
       all claims of Omega related to the Ballard Facility;
       provided, however, that the Ballard Payment is contingent
       on and will be due and payable only if all of the
       Properties and Facilities are transferred on or prior to
       March 1, 2003.  If these transfers are not completed by
       March 1, 2003, the Ballard Claim will be deemed
       released, discharged and satisfied in full;

    B. Property Transfers: The Debtors and Omega also have
       agreed to execute a Deed in Lieu to effect the transfer
       of Property. Salient provisions of the Deed in Lieu are:

       -- Title: The Debtors will transfer to Omega the Property
          in "as is" condition, subject to existing liens and
          encumbrances pursuant to the Deed in Lieu.  This
    transfer will be without representation, warranty or
          recourse to the Debtors, except as specifically
          provided in the Deed in Lieu.  Omega will accept title
          subject to the rights of the patients and clients of
          the Facility being operated on the Property;

       -- Liens: The Property will be transferred to Omega
          subject to the Permitted Encumbrances.  Omega will
          bear any and all costs and expenses associated with
          the transfer of title to the Properties;

       -- Closing: Omega will provide the Debtors with at least
          10 business days' prior written notice of its intent
          to transfer a particular Property and its related
          Facility and indicate the desired closing date.  The
          parties will close these transfers as soon as is
          reasonably practicable, in accordance with the Term
          Sheet, applicable law, the Transaction Documents and
          the order granting this Motion, and will endeavor to
          cause the Closing Date of the Property transfers to be
          on the first day of the month following the date on
          which Omega provides notice to the Debtors of its
          intention to transfer a particular Property, but in
          any event no later than March 1, 2003; and

       -- Real Estate Broker: Neither the Debtors nor Omega has
          utilized the services of any real estate or other
          broker in connection with these transactions; and

    C. Operations Transfers: The Debtors and Omega also have
       agreed to execute an Operations Transfer Agreement to
       transfer the operations of each of the Facilities.  The
       Operations Transfer Agreement governs the disposition of
       the operations at each Facility and certain personal
       property of each applicable Debtor relating to the
       operation of its Facility.

       The Operations Transfer Agreements also govern:

       -- the transfer of the Debtors' personal property located
          at the Facility to the New Operator, including,
          inventory, resident lists and records, furniture,
          fixtures, equipment and supplies;

       -- the transfer of resident trust funds;

       -- the employment of the Debtors' employees by the Omega
          Transferee;

       -- prorations of utility charges, real and personal
          property taxes, and any other items of revenue or
          expense attributable to the Facility; and

       -- access to records.

       The Operations Transfer Agreement provides that the
       Debtors and New Operator will be entitled to payments of
       accounts receivable, which provides in general that
       accounts receivable that relate to the period prior to
       the effective date of the transfer will inure to the
       benefit of the Debtors, and accounts receivable that
       relate to the period after the transfer will inure to the
       benefit of the New Operator, and contains a mechanism for
       the allocation of collections arising from accounts
       receivable.

       The Operations Transfer Agreements also govern the
       assumption by the New Operator of certain contracts
       related to the Facility's operations, and the Medicare
       Provider Agreement and the applicable Medicaid Provider
       Agreement. The New Operator may seek or decline to assume
       any of the Debtors' rights in the Medicare Provider
       Agreement or the Medicaid Provider Agreement related to a
       particular Facility. Each New Operator will acknowledge
       and agree under the Operations Transfer Agreement that it
       is assuming all risks arising out of the New Operator's
       failure to obtain a new Medicare Provider Agreement or a
       new Medicaid Provider Agreement with respect to the
       Facility.  The New Operator has also agreed that it will
       not discharge, or take any action to discharge any
       Medicare or Medicaid beneficiaries who are residents or
       patients of the Facility immediately prior to the
       effective date of the transfer by reason of the New
       Operator's inability to bill Medicare or Medicaid with
       respect to the residents or patients, and to indemnify
       the Debtors from and against all damages, claims, losses,
       penalties, liabilities, actions, fines, costs and
       expenses incurred by the Debtors which arise out of the
       New Operator's failure to accept assignment of the
       Medicare Provider Agreement or Medicaid Provider
       Agreement, including any claims arising from the
       discharge from the Facility of any Medicare or Medicaid
       patient of the Facility immediately prior to the time
       that the New Operator ceases to hold a Medicare Provider
       Agreement or Medicaid Provider Agreement.

       The Debtors will bear the cost of certain adjustments
       under the Operations Transfer Agreements, including the
       cost to cure any "overpayments" arising prior to the
       transfer of the Facilities with respect to the Medicare
       program.  At present, the Debtors estimate of that the
       total "cure" amount due is $452,675 with respect to all
       of the Facilities.

Mr. Brady relates that the Term Sheet obligates Omega to
identify a bona fide Omega Transferee for each Property and New
Operator for each Facility on or prior to February 16, 2003.  If
Omega fails to do so, the Debtors will be permitted immediately
to commence closing the Facilities without any liability to
Omega. Moreover, if the transfer of any Facility has not
occurred on or prior to March 1, 2003, then the Debtors will be
permitted to close the Facility without liability to Omega.
Subject to the preceding caveats, until the Debtors cease to be
a licensed operator with respect to a particular Facility, the
Debtors will cooperate with Omega to effectuate a transfer of
Property to an Omega Transferee.  As set forth in the Term
Sheet, the Debtors' substantial compliance with the terms and
provisions will constitute substantial compliance with the Term
Sheet for the purposes of their obtaining the releases of any
and all Claims of Omega, so that in the event that Omega fails
to identify an Omega Transferee or close the transfer of a
Property or Facility, then the Claims of Omega nonetheless will
be deemed released, discharged and satisfied in full.

The Debtors submit that the value to be received from the
transfers of the Property to an Omega Transferee and Facilities
to a New Operator derives from the fact that, at present, the
Properties are subject to and heavily burdened by Omega's
Mortgages.  The Debtors have determined that the value of each
Property is substantially less than the principal amount of the
applicable Mortgage to which it is subject.

Mr. Brady believes that an arm's-length sale to a third party
would not result in the realization of sales proceeds that would
meet the debt evidenced by the Notes secured by the Mortgages.
In consummating these transfers, the Debtors' estates and
creditors will be relieved from Omega's $54,400,000 secured
claims arising from the Mortgages, and the Debtors will not have
to pay any general unsecured deficiency claim with respect to
any Facility other than Crystal Springs.  They will also be
relieved of any postpetition administrative expense liability
arising from the postpetition diminution in value of the
Facilities or any obligation to pay for and make repairs or
improvements to the Ballard Facility, and of the time and
expense of litigating Omega's Claims.

The Debtors believe that the settlement is more favorable to
their estates and creditors than any reapplication of their
monthly payments because these payments, even if reallocated to
a reduction of principal, would not relieve the estates from the
burden of satisfying the balance of Omega's secured claims in
addition to its alleged administrative expense claims and
allocation of the estates' resources for any deficiency claims.

The Debtors contend that the Transfers will yield the highest
value and benefit for the Property, and therefore are most
advantageous to their estate and creditors.  Mr. Brady points
out that the settlement embodied by the Transaction Documents
includes the release of $54,400,000 in secured and unsecured
Claims arising from the Mortgages, in return for the Debtors'
making three additional Monthly Payments of $452,000 to Omega,
and paying the $650,000 Ballard Payment.  Therefore, in exchange
for the $2,00,000 payment plus the $4,500,000 general unsecured
claim related to the Crystal Springs Facility, the Debtors'
estates will be relieved of the obligation to satisfy Omega's
$54,400,000 Mortgage Claims, the alleged $1,400,000 lease
rejection damages claim and asserted $l,100,000 in postpetition
administrative expense claim related to the Ballard Lease, and
any "diminution in value" administrative claims, remaining
Claims of Omega related to the Ballard Lease or Crystal Springs
Property.

Moreover, the Debtors believe that if the Property is auctioned,
any bids would, in all likelihood be substantially less than the
principal amount of the Omega's Mortgage Claims.  Therefore,
conducting a public auction would be a waste of the Debtors'
time and financial resources, and would jeopardize the
settlement and the Debtors' ability to reorganize, to the
detriment of their estates and creditors.(Integrated Health
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GROUP MANAGEMENT: Names Barry Corker as Newest Board Member
-----------------------------------------------------------
Group Management has appointed Barry Corker to fulfill a vacancy
on its Board of Directors.  Barry Corker is a graduate of
Georgia State University where he attained a Bachelor of
Business Administration degree with an emphasis in Finance.  He
spent 10 years with Delta Airlines, Inc., serving in various
customer service  and marketing-related functions that included
vendor negotiations, budget analysis, customer reliability
studies and community affairs projects. Barry then left Delta
Airlines in August of 1994 and began his  career as a Financial
Consultant with Merrill Lynch, Inc., where he served 5 and one-
half years and graduated with honors from the coveted
Professional Development Program (PDP) that is recognized in the
financial industry as one of the most prestigious training
avenues for Investment Advisors.

In July of 1999 he left Merrill Lynch and opened an Independent
office with Raymond James Financial Services where he served as
Branch Manager and Financial Advisor to many high net-worth
clients. After working 1 and one-half years under the Branch
Manager arrangement, he then formed The Corker Capital  Group,
LLC and partnered with TD Waterhouse Institutional to provide
extensive financial and investment  advisory services along with
research analysis for his existing clientele and community.

Barry is actively involved with many noted organizations within
the Atlanta area.  He serves tirelessly as  Vice-President of
the Georgia State University Alumni Association. He is a member
of the Board of Advisors for the Jesse Draper Boys & Girls Club
and is a member of the Atlanta Business League. He is also a
board  representative with the African American Health
Foundation.

Barry Corker is a NASD General Securities Principal (Series 24
license), holds a Series 7, Series 63 and  Series 65 Registered
Investment Advisor (RIA) licenses. Barry is a recognized and
dynamic public speaker in which he holds various seminars and
workshops involving estate planning, tax reduction strategies
and investment analysis procedures for business owners and non-
profit organizations.

Group Management Corp. is fortunate to have an individual with
the experience necessary to operate a financial subsidiary.

                         *   *   *

As previously reported, Group Management Corp (OTCBB:GPMT)
disclosed that holders of a $1.1 million convertible note filed
a complaint in United States District Court for the Southern
District of New York against, the Company and Elorian Landers,
the Company's Chief Executive Officer.

In their complaint, the note holders allege, among other things,
fraud in connection with the sale of the notes and breach of
contract on the notes. The note holders are seeking monetary
damages in excess of $1.1 million and certain injunctive relief
in connection with the registration of the common stock
underlying the notes, conversion of the notes into Company
common stock and transfer of Company common stock pledged as
collateral in connection with a related financing transaction
surrounding the notes. The note holders had previously declared
the Company in default on the notes and demanded payment
thereon.


KB HOME: Fitch Rates $250 Mill. Senior Subordinated Notes at BB-
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to KB Home's (NYSE:
KBH) $250 million, 7.75% senior subordinated notes due February
1, 2010. The 'BB+' senior unsecured debt rating is affirmed. The
Rating Outlook is Stable. Proceeds from the new debt issue would
replace the $125 million principle amount of 9 5/8% senior
subordinated notes due 2006. There is a call premium of 3.2125%
(approximately $4 million) for the 9 5/8% notes. The balance of
the proceeds will be used for other corporate purposes. The new
issue has a lower rate and extends the maturity by roughly three
years. For the fiscal year ending November 30, 2003, Fitch
expects leverage (excluding financial services) to remain
comfortably within KB Home's stated debt to capital target of
45-55%.

The long-term ratings for KB Home are based on the company's
geographic diversity, primary focus on the entry-level
homebuyer, solid operating performance, conservative building
practices and effective utilization of return on invested
capital criteria as a key element of its operating model. Risk
factors include the inherent cyclical nature of the homebuilding
industry.

The company has expanded EBITDA margins over the past several
years on steady price increases, volume improvements and
reductions in SG&A expenses. Also, KB Home has produced record
levels of home closings, orders and backlog as the housing cycle
extended its upward momentum. KB Home realizes a significant
portion of its revenue from California, a region that has proved
volatile in past cycles. But the company has reduced this
exposure as it has implemented its growth strategy and currently
sources 23% of its deliveries from California, compared with 69%
in fiscal 1995. Over recent years KB Home shifted toward a
presale strategy, producing a higher backlog/delivery ratio and
reducing the risk of excess inventory and debt accumulation in
the event of a slowdown in new orders. The strategy has also
served to enhance margins. The company maintains a 4 year supply
of lots (based on deliveries projected for 2003), 50% of which
are owned and the balance controlled through options. Inventory
turnover has been consistently at or above 1.8 times (x) during
the past six years.

Balance sheet liquidity has continued to improve as a result of
efforts to reduce long-dated inventories, quicken inventory
turns and improve returns on capital. Progress in these areas
has allowed the company to accelerate deliveries without
excessively burdening the balance sheet.


KMART CORP: Details Terms of New $2 Billion Exit Facility
---------------------------------------------------------
An integral aspect of Kmart Corporation and its debtor-
affiliates' strategy to emerge from Chapter 11 is a new, exit
financing facility designed to fund certain payments under their
restructuring plan and to provide working capital to the
reorganized enterprise.  To this end, J. Eric Ivester, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, reports that the
Debtors have obtained a commitment letter from General Electric
Capital Corporation, Fleet Retail Finance, Inc., and Bank of
America, N.A. -- the Initial Lenders -- for up to $2,000,000,000
of exit financing.  The Exit Facility will replace the Debtors'
existing DIP financing facility, assist Reorganized Kmart in
meeting its ongoing working capital needs, and provide financing
for seasonal increases in inventory.

In securing the Financing Commitment Letter, Mr. Ivester informs
the Court that the Debtors, with the assistance of their
investment banker and financial advisor, Miller, Buckfire, Lewis
& Co., LLC, approached several major financial institutions and
solicited commitments for a $2,000,000,000 exit financing
facility on the terms acceptable to them and their creditor
constituencies.  The Debtors obtained proposals from a number of
institutions, and devoted considerable time negotiating with the
proponents about the various proposed lending terms.  After
considering the various alternatives, the Debtors determined to
proceed with the Financing Commitment Letter proposed by GE
Capital, Fleet, and Bank of America.  The Debtors are convinced
that this proposal provides the best exit financing terms
available, consistent with their anticipated working capital and
other needs as they emerge from Chapter 11.

                        The Exit Facility

The Financing Commitment Letter offers $2,000,000,000 in exit
financing facility to Kmart Corporation as Borrower.  The amount
includes:

    * a letter of credit sub-facility of up to $800,000,000; and

    * a swingline facility in an amount to be determined.

The Debtors may opt for a lesser amount before the Closing Date.
A portion of the Exit Facility not to exceed $200,000,000 may
take the form of a synthetic term loan facility using credit-
linked deposits.

The Initial Lenders commit:

        GE Capital             $750,000,000
        Fleet                  $750,000,000
        Bank of America        $500,000,000

GE Capital acts as administrative agent for the Exit Lender
Syndicate and Fleet Retail Finance and Bank of America act as
co-syndication agents.  GE Capital and Fleet Retail Finance also
serve as co-collateral agents.  GECC Capital Markets Group,
Inc.; Fleet Securities Inc.; and Bank of America Securities LLC
are the co-lead arrangers and co-book runners.

The Commitment Letter also proposes these terms and conditions:

Term:            36 months

Availability:    The lesser of:

                  -- $2,000,000,000; and

                  -- the sum of:

                     (a) the lesser of:

                           (i) 65% of the Debtors' eligible
                               inventory valued at the lower of
                               cost -- FIFO -- or market; or

                          (ii) 80% of the appraised net going
                               out of business value of the
                               Debtors' eligible inventory; and

                     (b) the lesser of:

                           (i) 50% of the Debtors' eligible in-
                               transit inventory covered by
                               letters of credit valued at the
                               lower of cost (FIFO) or market;
                               or

                          (ii) 60% of the appraised net going
                               out of business value of the
                               Debtors' eligible in-transit
                               inventory covered by letters of
                               credit under the Letter Of Credit
                               Sub-facility.

Use of
Proceeds:        Loans made at the Closing would be used to
                  repay certain postpetition secured
                  indebtedness on the effective date, to
                  otherwise enable the Debtors to consummate the
                  reorganization plan on the effective date and
                  to fund certain fees and expenses associated
                  with the financing. Loans made after the
                  Closing Date would be used for the Debtors'
                  working capital and other general corporate
                  purposes, including permitted capital
                  expenditures.

Interest:        For all loans, at the Debtors' option, either:

                  -- absent an event of default, 1, 2, 3 or 6-
                     month reserve-adjusted LIBOR plus the
                     applicable margin; or

                  -- floating at the index rate -- higher of
                     prime or 50 basis points over Fed Funds --
                     plus the applicable margin.  The applicable
                     margins will be per annum rates:

                     * Applicable Revolver Index Margin   2.50%
                     * Applicable Revolver LIBOR Margin   3.50%
                     * Applicable L/C Margin              3.50%

Fees:            The Debtors will pay these fees to GE Capital
                  in connection with the financing
                  documentation:

                  -- Unused facility fee equal to 0.50% per
                     annum on the average unused daily balance
                     of the revolver, payable monthly in
                     arrears; and

                  -- Letter of credit fee equal to the
                     Applicable L/C Margin on the face amount of
                     the letters of credit, plus a 0.25%
                     fronting fee, payable monthly in arrears,
                     plus any reasonable costs and expenses GE
                     Capital incurred in arranging for the
                     issuance or guaranty of the letters of
                     credit not issued by an Initial Lender plus
                     any charges assessed by the issuing bank.

Default Rates:   Default interest and letter of credit fee at 2%
                  above the rate otherwise applicable will
                  accrue during the continuance of:

                  -- any payment or bankruptcy event of default;
                     or

                  -- any other event of default if the GE
                     Capital or the requisite Lenders have given
                     the Debtors written notice during the
                     continuance of the event of default that
                     the default rates will apply.

Upon acceptance of the Financing Commitment Letter, Mr. Ivester
maintains that the Co-Arrangers will initiate discussions with
potential lenders relating to the syndication of the financing.
"The Initial Lenders, through the Co-Arrangers, intend to
syndicate the financing to allow them to sell down the financing
to their desired hold positions," Mr. Ivester says.
Accordingly, the Lenders want the Debtors to agree to a
syndication timetable that allows for the primary syndication of
the financing before the Closing Date.  Each of the Initial
Lender's commitments is expressly subject to the Debtors'
compliance with the terms of a financing commitment letter and a
syndication letter.

A free full-text copy of the Commitment Letter is available at:


http://www.sec.gov/Archives/edgar/data/56824/000095017203000156/0000950172-0
3-000156.txt

                       Financial Covenants

The Lenders intend that the definitive financing documentation
will require, among other things, compliance with three
financial covenants:

A. a $100,000,000 Minimum Excess Availability will be installed
    at all times;

B. maximum Capital Expenditure; and

C. a minimum EBITDA covenant at levels to be determined based on
    an annual cushion of $150,000,000 off of EBITDA set forth in
    the Business Plan for the most recently reported 12 month
    period.  However, until the 1st anniversary of the Closing
    Date, the minimum EBITDA will build up to a rolling 12 month
    period with an EBITDA cushion not to exceed $15,000,000 per
    month so long as the aggregate annual EBITDA cushion will
    not exceed $150,000,000 for the applicable fiscal period.

The Lenders propose that the EBITDA covenant will be triggered
in the event that the minimum Excess Availability is less than
$400,000,000 from each January through July and $250,000,000
from each August through December during the Term of the
Financing. Once implemented, the Lenders also want the Debtors'
compliance with the minimum EBITDA covenant tested on a monthly
basis.

In the event that the minimum EBITDA covenant is triggered,
Lenders indicate that the Debtors would be allowed to avoid
further minimum EBITDA testing to the extent that the Debtors:

   (i) are in compliance with the then applicable minimum EBITDA
       covenant;

  (ii) maintain an average Excess Availability above the then
       applicable Minimum Covenant Trigger for five consecutive
       business days; and

(iii) continue to maintain the Excess Availability above the
      then applicable Minimum Covenant Trigger level.

To the extent the minimum Excess Availability is less than the
then applicable Minimum Covenant Trigger at any time after the
date of the second EBITDA Covenant Release, a minimum EBITDA
covenant for the most recently reported 12 month period will be
instituted and remain in place for the term of the Financing,
with compliance to be tested on a monthly basis.

             Securing Repayment of the Exit Facility

To secure all of the Debtors' obligations under the Exit
Facility, GE Capital, as the Administrative Agent for itself and
for the ratable benefit of all Lenders, will receive a fully
perfected first priority security interest in:

    (1) all inventory of any kind wherever located other than
        the inventory consigned to the Debtors;

    (2) all documents of title for any Inventory;

    (3) all claims and causes of action in any way relating to
        any of the Inventory;

    (4) all bank accounts into which any proceeds of Inventory
        are deposited;

    (5) all books and records relating to the Inventory;

    (6) all general intangibles other than the intellectual
        property, except to the extent of software which is
        necessary or advisable, in GE Capital's opinion, to
        monitor, sell or otherwise deal with the Collateral in
        any way related to any of the Inventory;

    (7) customer scripts, including, without limitation,
        customer prescription lists relating to the
        pharmaceutical inventory, to the extent not prohibited
        by applicable law;

    (8) accounts receivable constituting credit card
        receivables; and

    (9) all substitutions, replacements, accessions, products or
        proceeds including, without limitation, the insurance
        proceeds and proceeds constituting accounts receivable
        of any of the Collateral.

Consequently, the Debtors seek the Court's authority to enter
into a commitment letter with the Initial Lenders.  The Debtors
also seek permission to accept and perform their obligations
under:

    (a) the Financing Commitment Letter;

    (b) a confidential letter agreement with GE Capital
        regarding the payment of certain fees in connection with
        the exit facility; and

    (c) a confidential letter with the Initial Lenders relating
        to syndication of the financing contemplated by the
        Financing Commitment Letter. (Kmart Bankruptcy News,
        Issue No. 44; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


LEVEL 3 COMMS: Expect Fourth Quarter 2002 Results on February 4
---------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) will release fourth
quarter results on Tuesday, February 4, 2003, and will host a
conference call at 11 a.m. Eastern time.

The fourth quarter conference call will be broadcast live on
Level 3's website at http://www.Level3.com. If you are unable
to join the call via the web, you may access the call at 612-
326-1003. You may also email questions to
Investor.Relations@Level3.com

The call will be archived and available on our website at
http://www.Level3.com,or you may access an audio replay until 8
p.m. Eastern time on February 7, 2003 by dialing 320-365-3844 -
access code 670293.  For additional information please call 720-
888-2502.

Level 3 Communications' September 30, 2002 balance sheet shows a
total shareholders' equity deficit of about $254 million, as
compared to a deficit of about $65 million, recorded at
December 31, 2001.


LISANTI FOODS: Sills Cummis Retained as Bankruptcy Attorneys
------------------------------------------------------------
Lisanti Foods, Inc., and its debtor-affiliates sought and
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 that
such 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; and

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


MIDLAND STEEL: Securing Nod to Obtain $11 Million DIP Financing
---------------------------------------------------------------
Midland Steel Products Holding Company and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve a postpetition financing arrangement to provide
continued working capital financing to fund post-bankruptcy
operations.  The Debtors also ask the Court for authority to
provide the Lenders with adequate protection of their liens
securing repayment of those borrowings.

The Debtors present the Court with a debtor in possession
financing facility from GMAC Business Credit LLC and a request
to grant GMAC first priority liens and security interests in all
postpetition accounts receivable and inventory.  The Debtors
also want the Court to provide adequate protection to Bank of
America, National Association's interests in the prepetition
collateral by collecting all amounts paid on prepetition
accounts and by paying to Bank of America 80% of the prepetition
inventory consumed by the Debtors.

In essence, the Debtors explain, by purchasing the prepetition
inventory from Bank of America, the Debtors will have sufficient
raw material, work in process and finished goods to continue to
operate and ship products to customers.  To pay for that
purchase, and to pay operating costs immediately postpetition,
the Debtors will borrow up to $5,000,000 from GMAC.

Additionally, the Debtors entered into an Accommodation
Agreement and Access and Security Agreement with General Motors
Corporation and International Truck and Engine Corporation.  The
Debtors want the Court to approve these Designated Customers'
Agreements as postpetition contracts, enforceable according to
their terms.

Should the Debtors fail to meet their obligations to timely
deliver Component Parts to the Customers, the Customers will
experience an imminent interruption in Customers' assembly
operations, and as a result the Customers and sub-suppliers will
suffer significant damages and may have claims against the
Debtors for such damages.

To ensure the continued uninterrupted supply of Components
Parts, the Customers have requested that the Debtors continue to
supply the Component Parts, without interruption, during the
period of DIP Financing.

To facilitate the DIP Financing, Customers have been asked to
provide certain extraordinary accommodations to GMAC in the form
of Inventory Purchase/Setoff Limitation Agreement and
Guaranties.  Absent the extraordinary accommodations, GMAC will
not provide for the necessary financing to continue the Debtors'
operations.

The Accommodation Agreement represents the definitive agreement
among Debtors and the Customers related to the continued
operation of Debtors for the purpose of the production of
Component Parts during the DIP Financing.  The Access Agreement
represents the definitive agreement between the Debtors and
Customers regarding the Customers' rights to access and use
certain of Debtors' assets to produce Component Parts at the
Debtors' facilities.

As of the Petition Date, the Debtors owe Bank of America
$16,700,000.

The DIP Financing is essential to enable the Debtors to meet
their postpetition obligations and continue in operation.
Without the DIP Financing, the Debtors would be forced to cease
their operations, and the Debtors, their estates and their
creditors would be irreparably harmed. Accordingly, the Debtors
require the Interim DIP Financing to ensure that the Debtors are
able to meet all of their postpetition obligations.
Additionally, the Debtors need to demonstrate to their
customers, trade vendors and other creditors that they are a
viable enterprise and will have sufficient funds to operate in
the ordinary course on a postpetition basis.

Prior to the Filing Date, the Debtors sought additional
financing from both new and existing lenders. No potential
lender was willing to provide the Debtors with necessary
financing but GMAC. GMAC is willing to provide the Debtors up to
$11,000,000 of postpetition credit to finance the Debtors'
operations.

Midland Steel Products Holding Company provides frames for the
medium duty line at General Motors.  The Debtors filed for
chapter 11 bankruptcy 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.


MIDWAY AIRLINES: Wants Until April 30 to Propose a Plan
-------------------------------------------------------
Midway Airlines has asked a bankruptcy court judge to extend the
deadline for filing its reorganization plan by 90 days, the
Herald-Sun reported.

In October, Judge A. Thomas Small ordered the Morrisville
airline to file the plan by January 30 detailing how it will
return to business, or face possible liquidation. In the months
since, Midway solidified its regional jet agreement with US
Airways and returned to the air on Jan. 1 as a commuter
affiliate for the airline. And in a document filed on Jan. 21,
in the U.S. Bankruptcy Court in Raleigh, North Carolina, Midway
said it "will be in a much better position to propose a
meaningful plan when it has the results of several months of
operation." The airline asked that the deadline be pushed back
to April 30, reported the newspaper. (ABI World, Jan. 21)


MOBILE KNOWEDGE: Negotiates with Creditors to Cure Defaults
-----------------------------------------------------------
Mobile Knowledge Inc. (TSX: MKN), a leading provider of
commercial GPS and computer dispatch solutions for the taxi,
limousine, and transit markets, announced that as a result of
delays in completing certain transactions in December 2002,
Mobile Knowledge has experienced a reduction in its working
capital that has resulted in a default of certain of its
financial covenants under its March 2002 secured convertible
debentures. Mobile Knowledge is currently negotiating with
representatives of the secured debenture holders to cure and/or
waive these defaults and will advise further as appropriate. In
the interim, the company is taking steps to manage its
resources.

                   About Mobile Knowledge

Mobile Knowledge uses GPS and wireless communications technology
to deliver advanced mobile data solutions for commercial taxi,
limousine and transit applications. Building on global customer
relationships and over 20 years of experience in the taxi
dispatch market, Mobile Knowledge offers a highly flexible
product set to help businesses manage and protect valuable
mobile assets, improve productivity, and generate new revenue
streams. Through comprehensive system design, implementation,
training, and support services, Mobile Knowledge ensures
seamless integration and maximum return on investment for its
customers. The common shares of Mobile Knowledge trade on the
Toronto Stock Exchange under the symbol "MKN". For more
information about Mobile Knowledge, visit http://www.mobile-
knowledge.com


MOORE CORP: S&P Places BB+ Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
printing company Moore Corp. Ltd. and its subsidiaries on
CreditWatch with positive implication, including the 'BB+' long-
term corporate credit rating.

At the same time, the ratings on Wallace Computer Services Inc.,
including the 'BBB' long-term corporate credit rating, were
placed on CreditWatch with negative implications. The
CreditWatch placements follow the announcement that Mississauga,
Ont.-based Moore and Lisle, Illinois-based Wallace have signed a
definitive merger agreement to create the third-largest printing
firm in North America.

"The merger will result in a stronger business risk profile than
Moore's for the combined entity, Moore Wallace, and a solid pro
forma financial profile, in spite of increased leverage, offset
by integration risks," said Standard & Poor's credit analyst
Barbara Komjathy.

The negative CreditWatch placement on Wallace reflects the
expectation that following the completion of the transaction,
the long-term debt ratings on the combined entity will be rated
lower than the current long-term ratings on Wallace. Concurrent
with the closing of the merger, the ratings on Wallace's debt
will be lowered to reflect Moore Wallace's combined risk
profile.

The aggregate consideration of about US$1.3 billion consists of
about US$470 million of Moore equity, US$210 million of debt
assumed from Wallace, and US$606 million of cash, financed from
cash on hand and incremental debt. Moore Wallace's pro forma
2002 revenues and EBITDA are estimated at US$3.6 billion and
about US$420 million, respectively, close to double those of
either party on a stand-alone basis. Pro forma total debt is
estimated at US$1 billion (unadjusted for operating leases), as
of September 30, 2002. Initial synergies are expected at US$50
million and free cash flows are estimated between US$250 million
to US$300 million in the first year of consolidated operations,
implying potential material debt reduction in the medium term.
Nevertheless, Standard & Poor's is concerned about the
integration risk associated with this material acquisition.

Standard & Poor's will meet Moore's management in the near term
to determine Moore Wallace's combined credit risk profile. In
addition, the CreditWatch resolution for both Moore and Wallace
is dependent on the transaction being completed substantially as
proposed.


NATIONAL CENTURY: Demands Enforcement of Stay in Cal. Litigation
----------------------------------------------------------------
Joseph E. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that Debtor NPF Capital entered into a
"Litigation Control and Security Agreement and Assignment of
Litigation Proceeds" with Allegiant Physicians Services, Inc.
and National Pain Institute, Inc. on February 17, 2000.
Pursuant to the Litigation Agreement, NPF Capital agreed to lend
Allegiant $500,000 and, as security for repayment, Allegiant and
NPI granted NPF Capital a security interest in their right,
title and interest in all claims asserted against all defendants
in the "NPI Medical Group, et al. v. State Compensation
Insurance Fund" in the Superior Court of the State of
California, County of Los Angeles, including all proceeds
thereof.  NPF Capital is also granted full and complete control
over the California Litigation, including selection of counsel,
determination of litigation strategy, determination of whether
to negotiate, offer, accept or reject any settlement, and the
determination of whether to continue to pursue or to abandon the
litigation.  Moreover, the Litigation Agreement provided an
allocation formula for any and all proceeds in excess of the
$500,000 loan and litigation expenses, wherein NPF Capital was
to receive a significant portion of any remaining proceeds of
the California Litigation, in addition to reimbursement for the
fees and expenses it advanced.

Mr. Witalec contends that by virtue of the Litigation Agreement,
the proceeds of the California Litigation are assets of the NCFE
Debtors' estate.  The possible recovery could exceed
$200,000,000.  On the other hand, NPF Capital has ongoing
obligations under the Litigation Agreement, which could affect
an asset of the Debtors' estate.  Hence, the Litigation
Agreement is an executory contract under Section 365 of the
Bankruptcy Code.

Mr. Witalec reports that the California Litigation is set for
trial in the Supreme Court of the State of California on
March 17, 2003.  At NPF's instructions, the Plaintiffs request a
three-month stay of the California Litigation to allow the
Debtors to determine whether to assume or reject the Litigation
Agreement.

To prepare for the California Litigation, Mr. Witalec explains,
the Estate will be forced to immediately expend significant sums
for legal fees and expenses related to expert discovery.
"Failure to adequately prepare for trial could result in the
total loss of a significant asset of the estate," Mr. Witalec
says.  However, Mr. Witalec notes, it is impossible at this
early stage of the Debtors' bankruptcy proceeding to determine
whether the estate will be benefited if they continue to perform
their obligations to pursue the California Litigation.

Thus, the Debtors ask the Court to temporarily stay all activity
in the California Litigation for a period of 90 days with the
understanding that within that time period, they will make a
determination as to whether they will assume, reject or
otherwise terminate their obligations under the Litigation
Agreement.

Mr. Witalec concedes that the Debtors seek an unusual, but
necessary and appropriate remedy from the Court, which is a
limited stay of a lawsuit pending in the California state court
that the Debtors have been funding and are contractually
entitled to the proceeds of any recovery, but to which the
Debtors are not a party.

Mr. Witalec points out that the issue is simply one of timing.
The California Litigation is set for trial in just three months.
However, neither the parties to the California Litigation nor
NPF Capital could have prepared for the Debtors' bankruptcy
filing. The Debtors believe that the defendants in the
litigation are attempting to turn NPF Capital's financial
difficulties to their advantage by refusing to agree to any
extension of the trial date or otherwise allowing NPF Capital
time to regroup.  These third party actions threaten to
substantially interfere with the Debtors' efforts to reorganize,
and could result in the abandonment of a significant asset of
the estate. (National Century Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL LAMPOON: Christopher Williams Reports 6.8% Equity Stake
----------------------------------------------------------------
Christopher R. Williams beneficially owns 100,000 shares of the
common stock of National Lampoon, Inc. with shared voting and
dispositive powers over the stock.  The amount of stock held
represents 6.8% of the outstanding common stock of National
Lampoon.  Mr. Williams holding is based upon his right to
acquire  100,000 shares of common stock upon the exercise of
warrants.

                          *   *   *

It was previously reported that since the completion of the
Reorganization Transactions, Company operations have been
characterized by ongoing capital shortages caused by
expenditures in initiating several new business ventures. The
Company is also actively seeking private sources of financing,
establishing bank lines and obtaining additional equity from
third party sources. There is no assurance that such financing
will be available on commercially acceptable terms, if at all.
Natinal Lampoon is not certain if its existing capital resources
are sufficient to fund its activities for the next six to twelve
months. Unless revenues from new business activities
significantly increase during that period, the Company will need
to raise additional capital to continue to fund its planned
operations or, in the alternative, significantly reduce or even
eliminate certain operations. There can be no assurance that it
will be able to raise such capital on reasonable terms, or at
all. As of December 15, 2002, the Company had cash on hand of
$21,849, and no significant receivables. This amount is not
sufficient to fund current operations, which is estimated to be
approximately $480,000 per month. National Lampoon anticipates
that any shortfall will be covered by the additional exercise of
the Series B Warrants held by the NLAG Group or other
investments by NLAG. If NLAG declines to make additional
investments, or should National Lampoon be unable to secure
additional financing, it could be forced to immediately curtail
much, if not all, of its current plans. The Company's financial
statements for the fiscal year ended July 31, 2002 contain an
explanatory paragraph as to its ability to continue as a "going
concern". This qualification may impact its ability to obtain
future financing.


NATIONSRENT INC: Proposes Special Solicitation Procedures
---------------------------------------------------------
NationsRent Inc., and its debtor-affiliates currently lack the
information necessary to solicit the votes of the holders of Old
Senior Subordinated Notes.  The Debtors do not have any
information regarding the identities of the Noteholders or their
holdings.  In addition, the Indenture Trustee filed a single
proof of claim on behalf of all of the Noteholders with respect
to their Old Senior Subordinated Note Claims.  The Indenture
Trustee's records identify only the registered holders and it
does not have direct access to any information regarding the
beneficial owners that hold their Old Senior Subordinated Notes
in "street name" through brokers, banks or other agents.

As a result of these unique circumstances, the Debtors ask Judge
Walsh to implement these special procedures for the distribution
of the Solicitation Packages and tabulation of votes with
respect to the Noteholders' Old Senior Subordinated Note Claims:

    1. The Debtors will mail the Solicitation Package by first
       class mail, postage prepaid, to:

         (i) each holder of record of the Old Senior
             Subordinated Notes as of the Record Date that hold
             the notes in their own name -- rather than in
             street name as a Master Ballot Agent for Beneficial
             Owners; and

        (ii) each Master Ballot Agent for distribution to
             Beneficial Owners as of the Record Date;

    2. To facilitate the transmittal of the Solicitation
       Packages to the Individual Record Holders and Beneficial
       Owners of Old Senior Subordinated Notes, the Debtors will
       require the Indenture Trustee to provide the Record
       Holder Register, Master Ballot Agent Register and the
       accompanying mailing labels within three business days
       after the Record Date;

    3. The Debtors or their agent will send each Individual
       Record Holder a Solicitation Package containing a Form A
       Individual Ballot.  The Form A Individual Ballot must be
       completed and returned to Logan & Company before the
       Voting Deadline;

    4. Upon receipt of the Master Ballot Agent Register, Logan
       will:

         (i) contact each Master Ballot Agent to determine the
             number of Solicitation Packages the Master Ballot
             Agent needs for distribution to the applicable
             Beneficial Owners for whom the Master Ballot Agent
             performs services; and

        (ii) deliver to each Master Ballot Agent a Master Ballot
             and the requisite number of Solicitation Packages
             with Form B Individual Ballots;

    5. Master Ballot Agents will distribute the Solicitation
       Packages they receive as promptly as possible to the
       Beneficial Owners.  To obtain the votes of the Beneficial
       Owners, the Master Ballot Agents will include as part of
       each Solicitation Package sent to a Beneficial Owner a
       Form B Individual Ballot and a return envelope provided
       by and addressed to the Master Ballot Agent.  The
       Beneficial Owners then must return the Form B Individual
       Ballots to the Master Ballot Agent.  Upon receipt of the
       completed Form B Individual Ballots from the Beneficial
       Owners, the Master Ballot Agent will summarize the votes
       of its Beneficial Owners.  The Master Ballot Agent must
       return the Master Ballot to Logan so as to be received
       before the Voting Deadline;

    6. The Debtors will serve a copy of the order approving the
       Solicitation Procedures to:

         (i) the Indenture Trustee;

        (ii) each known entity that is serving as a Master
             Ballot Agent; and

       (iii) ADP Proxy Services, which is an intermediary that
             processes voting materials for many brokerage firms
             and banks.

       Upon written request, the Debtors will reimburse these
       entities or their agents in accordance with customary
       procedures for their reasonable, actual and necessary
       out-of-pocket expenses incurred in performing their
       required tasks.  No other fees, commissions or other
       remuneration will be payable to any Master Ballot Agent -
       - or their agents or intermediaries -- in connection with
       the distribution of the Solicitation Packages to the
       Beneficial Owners or the completion of Master Ballots;

    7. With respect to the tabulation of Ballots cast by the
       Individual Record Holders and Beneficial Owners of Old
       Senior Subordinated Notes, these procedures will apply:

       -- All Master Ballot Agents will be required to retain
          the Form B Individual Ballots cast by their Beneficial
          Owners for inspection for a period of one year after
          the Voting Deadline;

       -- Logan will compare (i) the votes cast by the
          Individual Record Holders and Beneficial Owners to
          (ii) the Record Holder Register and the Master Ballot
          Agent Register:

          (a) The votes submitted by an Individual Record Holder
              on a Form A Individual Ballot will not be counted
              in excess of the record position in the Old Senior
              Subordinated Notes for that particular Individual
              Record Holder, as identified on the Record Holder
              Register;

          (b) The votes submitted by a Master Ballot Agent on a
              Master Ballot will not be counted in excess of the
              aggregate position in the Old Senior Subordinated
              Notes of the Beneficial Owners for whom the Master
              Ballot Agent provides services, as identified in
              the Master Ballot Agent Register; and

          (c) The submission of a Form A Individual Ballot or a
              Master Ballot reflecting an aggregate amount of
              voting claims that exceeds the record position as
              identified on the Record Holder Register or the
              aggregate position identified on the Master Ballot
              Agent Register, will be referred to as an
              "overvote";

       -- To the extent that a Form A Individual Ballot
          submitted by an Individual Record Holder contains an
          overvote or otherwise conflicts with the Record Holder
          Register, Logan will tabulate the Individual Record
          Holder's vote to accept or reject the Plan based on
          the information contained in the Record Holder
          Register;

       -- To the extent that a Master Ballot contains an
          overvote or votes that otherwise conflict with the
          Master Ballot Agent Register, Logan will attempt to
          resolve the overvote or conflicting vote before the
          Voting Deadline;

       -- If the overvote or conflicting vote on a Master Ballot
          is not reconciled before the Voting Deadline, Logan
          will:

          (a) calculate the percentage of the total stated
              amount of the Master Ballot voted by each
              Beneficial Owner;

          (b) multiply such the for each Beneficial Owner by the
              amount of aggregate holdings for the applicable
              Master Ballot Agent identified on the Master
              Ballot Agent Register; and

          (c) will tabulate the plan votes based on the result
              of this calculation.

          The Debtors reserve the right to challenge the
          appropriateness of this calculation in any given case
          by seeking a determination of the Court within three
          business days after Logan certifies the final voting
          results;

       -- A single Master Ballot Agent may complete and deliver
          to Logan multiple Master Ballots summarizing the votes
          of the Beneficial Owners of Old Senior Subordinated
          Notes.  The votes reflected on multiple Master Ballots
          will be counted -- except to the extent that they are
          duplicative of other Master Ballots.  If two or more
          Master Ballots are inconsistent, the latest dated
          Master Ballot received before the Voting Deadline will
          supersede and revoke any prior Master Ballot; and

       -- The tabulation of votes by the Individual Record
          Holders and Beneficial Holders is further subject to
          Tabulation Rules the Debtors seek to implement.
          (NationsRent Bankruptcy News, Issue No. 25; Bankruptcy
          Creditors' Service, Inc., 609/392-0900)


NORTHWEST AIRLINES: S&P Lowers Class A & B NWA Trust 1 Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp.'s NWA Trust No. 1, Class A, to 'BB'
from 'BBB-' and on the Class B to 'B+' from 'BB'. The BB-
/Negative/-- corporate credit ratings of Northwest Airlines
Corp. and its Northwest Airlines Inc. subsidiary are affirmed.
The rating actions reflected substantial deterioration in
collateral coverage for NWA Trust No. 1, the first enhanced
equipment trust certificate, which is secured by six B747-200
and four B757-200 aircraft. Northwest Airlines Corp.'s $488
million fourth quarter 2002 net loss, reported today, included
$366 million of pretax charges to write down B747-200 and DC10-
30 aircraft whose retirement is being accelerated.

Eagan, Minnesota-based Northwest has rated debt of about $7.6
billion. It posted a fourth-quarter net loss, $178 million
before special charges, which was less than the net loss of $256
million the prior year, in line with expectations, and somewhat
better than average among results anticipated from large U.S.
airlines. Still, the continuing significant losses, without a
clear path to profitability, indicate, according to management,
a permanent change in the airline industry's revenue
environment.

"Ratings could be lowered if U.S. military action against Iraq
and/or further substantial terrorist attacks significantly
affect revenues and earnings, or if the company is not able to
reduce costs further in response to the weak airline industry
environment," said Standard & Poor's credit analyst Philip
Baggaley.

The company indicated that it will approach its labor unions,
and possibly other parties, such as suppliers, about ways to
lower costs and remain competitive. Northwest also took a $1
billion aftertax charge to equity due to pension underfunding.
The charge is not recorded as an expense on the balance sheet.

Separately, Northwest Airlines Inc., Delta Air Lines Inc.
(BB/Negative/--), and Continental Airlines Inc. (B+/Negative/--)
announced that they would proceed with their proposed code share
and marketing alliance, with minor revisions sought by the U.S.
Department of Justice but not incorporating much more far-
reaching changes sought by the U.S. Department of
Transportation. The Transportation Department, accordingly,
could seek to challenge the alliance through a department
administrative law hearing and, potentially, thereafter in
federal court.


NORTHWEST AIRLINES: FY 2002 Net Loss Widens To $798 Million
-----------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC), the parent of
Northwest Airlines, reported a fourth quarter net loss of $488
million or $5.68 per common share. This compares to a fourth
quarter 2001 net loss of $216 million or $2.55 per common share.

Excluding unusual items, Northwest reported a fourth quarter
2002 net loss of $178 million or $2.08 per common share,
compared to a fourth quarter 2001 net loss of $256 million or
$3.02 per common share. These results were in- line with
consensus estimates of a $2.14 loss per share.

Fourth quarter 2002 results included $464 million in unusual
pre-tax charges, principally attributable to the accelerated
retirement of certain Boeing 747-200 and DC10-30 aircraft, costs
associated with the closure of several facilities, and a partial
write-down of the receivable related to the grant under the
Airline Stabilization Act. In addition, the fourth quarter tax
rate reflected a provision of $15 million for tax credits that
are expected to expire unused.

"Although Northwest Airlines outperformed most of its network
carrier competitors in 2002 across relevant financial measures,
our absolute performance was disappointing. While the impact of
a slow economy remains a serious issue for the entire industry,
the industry's revenue environment has permanently changed and
we must, and will, operate our airline accordingly," said
Richard Anderson, chief executive officer.

Anderson continued, "While Northwest has been aggressively
managing its costs since early 2001, we must work even harder
with our employees, suppliers, and other partners to bring our
costs in line with expected revenues. We must be able to compete
more effectively with airlines that are dramatically reducing
their operating costs through bankruptcy, as well as the rapidly
growing low cost airlines."

Looking ahead, Anderson added, "There are several uncertainties
including a possible conflict in Iraq, further fuel price
increases, and a soft global economy that make it difficult to
forecast when the airline will report a quarterly profit.
However, our management team is convinced that working together
with our employees, labor leaders and suppliers, Northwest will
make the adjustments necessary to be competitive in a
permanently changed environment."

For the full year, Northwest reported a net loss of $798
million, inclusive of unusual items, or $9.32 per common share,
which compares to a full year 2001 reported net loss of $423
million, or $5.03 per common share. Excluding unusual items, the
net loss for the full year 2002 of $488 million represented a
modest improvement versus last year's $536 million net loss.

While not impacting its income statement, Northwest also
recorded a $1.0 billion after-tax reduction to stockholders'
equity to reflect the funding status of its pension plans at
year-end.

                      Operating Results

Fourth quarter 2002 operating revenues of $2.3 billion were up
17.8%, while operating expenses, excluding unusual items,
increased 9.4% as compared to the fourth quarter of last year.
This resulted in a 7.6% fourth quarter 2002 negative operating
margin, which was 8.3 points better than the same measure from a
year ago.

For the quarter, Northwest continued to report the highest load
factors among its peer group of major airlines with a system
load factor of 74.4%, up 4.9 points on a 9.2% increase in
capacity year-over-year. Northwest ended the full year 2002 with
a system load factor of 77.1%, which was 5.5 points better than
the collective average of the other major airlines.

Northwest's fourth quarter system unit passenger revenue (RASM)
improved 7.5% from the same period last year, as the airline
continued to outperform the domestic industry average in
absolute RASM with both higher yields and load factors.

Fourth quarter operating cost per seat mile (CASM), excluding
fuel and unusual items, decreased 2.6% year-over-year,
benefiting from previously implemented and ongoing cost
reduction programs.

In late 2002, Northwest deferred the delivery of 13 new Airbus
aircraft, previously scheduled for delivery in 2003 through
2005, by an average of more than 2 years per aircraft. In recent
weeks, Northwest completed its fifth round of cost reductions
since early 2001, which included ideas from more than 4,000
employees for cost reduction and revenue enhancements. The
permanent benefit from all rounds of cost cutting now total more
than $1.2 billion.

Northwest had $2.2 billion in total cash at quarter-end,
including $100 million in restricted cash.

                         Other Activity

In December, Northwest completed the expansion of its e-service
center check-in kiosks at nearly 100 new locations. The
convenient airport check-in tools are now at 143 locations,
making Northwest the airline with service kiosks at more
airports than any other airline in the world. In November,
Northwest became the first airline to launch a self-service
check-in option to most of its e-ticket eligible destinations in
Asia and Europe.

Doug Steenland, president, said, "With our commitment to making
the travel experience more efficient, we are pleased that more
than one million customers took advantage of Northwest's
Internet and e-service center check-in options during both
November and December."

During 2002, independent parties and publications, reflecting
the choices of business and leisure travelers from throughout
the world, recognized Northwest's efforts to make travel more
convenient through its world-class hub airport facilities,
customer service technology, and growing global network. 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 the
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."

                      Northwest Airlines

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and more than 1,500 daily departures. With its travel
partners, Northwest serves nearly 750 cities in almost 120
countries on six continents.


OWENS CORNING: Chapter 11 Reorganization Plan Overview
------------------------------------------------------
Following confirmation and consummation of the Plan, the
Reorganized Owens Corning Debtors will continue to exist as
separate corporate entities in accordance with the laws of their
states of incorporation and pursuant to their certificates or
articles of incorporation and bylaws in effect prior to the
Effective Date, except to the extent these certificates or
articles of incorporation and bylaws are amended pursuant to the
Plan.

On the Effective Date of the Plan:

    -- debt will be cancelled and extinguished; and

    -- the obligations of the Debtors, CFSB as agent for the
       Bank Holders and the Prepetition Indenture Trustees under
       the Debt Agreements will be discharged.

Each of the Prepetition Bond Indentures will continue in effect
solely for the purposes of:

    -- allowing the Prepetition Indenture Trustee to make
       distributions to holders of Allowed Class 5 Claims
       pursuant to the Plan; and

    -- permitting the Prepetition Indenture Trustee to maintain
       any rights or liens it may have for fees, costs and
       expenses under its indenture or other agreement, but this
       will not result in any expense or liability to any
       Reorganized Debtor other than as expressly provided for
       in the Plan.

No Reorganized Debtor will have any obligations to any
Prepetition Indenture Trustee, agent or service for any fees,
costs or expenses, except as expressly provided in the Plan.  On
the Effective Date and immediately following the completion of
distributions to holders of Claims in Class 5, the Prepetition
Indenture Trustees will be released from all duties, without any
further action on the part of the Debtors or Reorganized
Debtors.

As of the Effective Date, all of the Owens Corning Equity
Interests outstanding at the Effective Date will be cancelled,
extinguished and retired, and no consideration will be paid or
delivered.  Holders of the Owens Corning Interests will not be
required to surrender their certificates or other instruments
evidencing ownership of these Interests.

                     Restructuring Transactions

Subject to approval of the Board of Directors of Reorganized
Owens Corning and the holders of New OC Common Stock as may be
required under the Amended and Restated Certificate of
Incorporation of Reorganized Owens Corning, the Amended and
Restated By-Laws of Reorganized Owens Corning and applicable
non-bankruptcy law, on or after the Effective Date, any
Reorganized Debtor may enter into Restructuring Transactions and
may take any actions as may be necessary or appropriate to
effect Restructuring Transactions, as may be determined by the
Reorganized Debtor to be necessary or appropriate.  The actions
to effect the Restructuring Transactions may include:

    -- the execution and delivery of appropriate agreements or
       other documents of merger, consolidation, restructuring,
       disposition, liquidation or dissolution containing terms
       that are consistent with the terms and that satisfy the
       requirements of applicable law and any other terms to
       which the entities may agree;

    -- the execution and delivery of appropriate instruments of
       transfer, assignment, assumption or delegation of any
       asset, property, right, liability, duty or obligation on
       terms consistent with the terms and having any other
       terms to which the applicable entities may agree;

    -- the filing of appropriate certificates or articles of
       merger, consolidation or dissolution pursuant to
       applicable law; and

    -- all other actions, which the applicable entities may
       determine to be necessary or appropriate, including
       making filings or recordings that may be required by
       applicable law in connection with these transactions.

The Restructuring Transactions may include one or more mergers,
consolidations, restructures, dispositions, liquidations or
dissolutions, as may be determined by the Reorganized Debtors to
be necessary or appropriate to result in substantially all of
the assets, properties, rights, liabilities, duties and
obligations of all or certain of the Reorganized Debtors vesting
in one or more surviving, resulting or acquiring corporations.
In each case in which the surviving, resulting or acquiring
corporation in any transaction is a successor to a Reorganized
Debtor, the surviving, resulting or acquiring corporation will
perform the obligations of the applicable Reorganized Debtor
pursuant to the Plan to pay or otherwise satisfy the Allowed
Claims against the Reorganized Debtor, except as provided in any
contract, instrument or other agreement or document effecting a
disposition to the surviving, resulting or acquiring
corporation, which may provide that another Reorganized Debtor
will perform these obligations.  On or prior to, or as soon as
practicable after, the Effective Date, the Reorganized Debtors
may take any steps as may be necessary or appropriate to
effectuate Restructuring Transactions.

                         Litigation Trust

On the Effective Date, the Reorganized Debtors will transfer and
assign to the Litigation Trust, all their right, title and
interest in and to the Litigation Trust Assets.

The Litigation Trustee for the Litigation Trust will be
designated by the Plan Proponents and approved by the Bankruptcy
Court.  On or prior to the date of the Disclosure Statement
Hearing, the Plan Proponents will file with the Bankruptcy Court
a notice designating the person they have selected as Litigation
Trustee and seeking approval of the designation at the
Confirmation Hearing.  Once approved by the Bankruptcy Court,
the Litigation Trustee will have and perform all of the duties,
responsibilities, rights and obligations.

On the Effective Date, the Debtors will irrevocably transfer the
Litigation Trust Assets to the Litigation Trust, for and on
behalf of the beneficiaries of the Litigation Trust.  After the
transfer, the Debtors, the Disbursing Agent and the Reorganized
Debtors will have no further interests or rights or obligations
other than the right of the Reorganized Debtors to recover the
Litigation Trust Reimbursement Obligation.

The Debtors will deliver the Litigation Trust Initial Deposit to
the Litigation Trustee on the Effective Date.  The Litigation
Trustee will use the Litigation Trust Initial Deposit consistent
with the purpose of the Litigation Trust and subject to the
terms and conditions of the Plan and the Litigation Trust
Agreement.

The Litigation Trustee will make distributions of Litigation
Trust Recoveries in accordance with the Litigation Trust
Agreement.  The Litigation Trust Agreement will provide for
distributions to be made as soon as practicable after receipt of
Litigation Trust Recoveries:

    -- to pay the Litigation Trust Expenses;

    -- to repay the Litigation Trust Reimbursement Obligation
       until the Litigation Trust Reimbursement Obligation is
       paid in full; and

    -- to holders of Allowed Claims in each of Classes 4, 5, and
       6 and the Asbestos Personal Injury Trust for distribution
       in accordance with Section 3.3(e) of the Plan.

A free copy of the Debtors' Reorganization Plan is available at:

               http://bankrupt.com/misc/6756_chapter

(Owens Corning Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OWENS CORNING: Alcoa Buying Atlanta Vinyl Production Facility
-------------------------------------------------------------
Alcoa Home Exteriors, Inc., a wholly owned subsidiary of Alcoa,
Inc., has reached an agreement to acquire Owens Corning's vinyl
production facility in Atlanta, Georgia. The acquisition will
help Alcoa Home Exteriors continue its growth as the leading
partner in the home exteriors marketplace. Terms of the deal,
which is expected to be completed by April 2003, were not
disclosed.

"The addition of this facility along with the increased capacity
it will bring to our overall production system will help support
our future organic growth initiatives," said Gary Acinapura,
president of Alcoa Home Exteriors, Inc. "Following on the heels
of the acquisition of Richwood Building Products in November,
the move will allow us to take service levels to new heights as
we continue to provide our customers with the products they
want, when they want them and in the quantities they need."

The Atlanta facility, which currently employs approximately 120
people, was scheduled for closure by Owens Corning. Alcoa Home
Exteriors intends to employ most of the current workforce as it
is integrated into its vinyl siding production operations.
Because Owens Corning has filed for Chapter 11 bankruptcy
protection, the transaction will be subject to approval by the
presiding bankruptcy court.

Headquartered in Pittsburgh, PA, Alcoa Home Exteriors, Inc., a
wholly owned subsidiary of Alcoa, is a leading U.S. manufacturer
of vinyl and aluminum products for the remodeling and new
construction markets, featuring both the Masticr premium brand
siding and the Alcoa Classic Living Siding. Alcoa Home Exteriors
offers 41 years of experience in manufacturing and marketing a
broad selection of exterior building products, including vinyl
siding, soffit, shutters, decorative accessories and aluminum
gutters, soffit, fascia and trim. Alcoa Home Exteriors operates
manufacturing and warehousing facilities in Ohio, Virginia,
South Carolina, Kentucky and Texas. For more information, visit
http://www.alcoahomes.com,or call (800) 962-6973.


PAC-WEST: Appoints Robert Morrison as VP and General Counsel
------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the appointment of
Robert C. Morrison as Vice President and General Counsel.  Prior
to his appointment, Morrison served as a Director and Corporate
Secretary on the company's Board of Directors.

Wally Griffin, Pac-West's Chairman and CEO, said, "We are
delighted to have someone with Bob's professional background and
experience join our team. He has worked closely with Pac-West
for over 20 years as our outside legal counsel and has served on
our board since 2001.  His active involvement and leadership in
his profession, in the community, and in higher education are a
great fit with Pac-West's culture."

As Pac-West's Vice President and General Counsel, Morrison will
be responsible for corporate governance, record keeping,
documentation and legal administration of contractual
relationships, and managing the company's relationships with
outside law firms.  He will continue to serve as Corporate
Secretary for Pac-West's Board of Directors.

Morrison said, "I am very excited about joining the Pac-West
team.  As a former member of one of their outside law firms, I
have had the pleasure of working with Pac-West since they were
founded in 1980.  I have watched the company grow from a small
privately held company to a publicly traded corporation
operating in five states.  They have continued to grow and
outlast most of their competition because of their commitment to
serving customers better than anyone else in the industry.  I am
looking forward to working with such a focused and driven
organization."

Prior to joining Pac-West, Morrison was an attorney with
Neumiller and Beardslee, P.C. in Stockton, California from 1972
to 2002.  He served as Managing Director from 1983-1990.  He
holds a bachelor's degree in rhetoric and a juris doctor from
the University of California, Davis, and an MBA in business and
taxation from Golden Gate University.  In July of 2002, he
completed a term on the Board of Regents of the University of
California. Morrison is a past president of the Greater Stockton
Chamber of Commerce, the San Joaquin County Economic Development
Association and the alumni association for UC Davis.  He
currently serves on the Board of Directors and Executive
Committee of the Lassen Volcanic National Park Foundation.

                 About Pac-West Telecomm, Inc.

Founded in 1980, Pac-West Telecomm, Inc. supplies Internet
access services to Internet and other types of service
providers, and integrated voice and data communications services
to small and medium-sized businesses.  The company estimates
that its network carries over 20% of the Internet traffic in
California.  Pac-West currently has operations in California,
Nevada, Washington, Arizona, and Oregon.  For more information,
please visit the company's web site at http://www.pacwest.com.

                         *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's lowered its corporate credit
rating on competitive local exchange carrier Pac-West Telecomm
Inc., to 'CC' from 'CCC-'.

The senior unsecured debt rating on the company remains at 'C'.
The ratings were removed from CreditWatch with negative
implications. The outlook is negative. At the end of September
2002, Stockton, California-based Pac-West had total debt of more
than $106 million.


PEREGRINE SYSTEMS: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ) filed its Plan of
Reorganization and Disclosure Statement on Jan. 20 with the U.S.
Bankruptcy Court for the District of Delaware in Wilmington. The
Plan offers a blueprint for restructuring the company, including
reinstatement of bondholder claims, full repayment of most
unsecured debt under extended terms, preservation of value for
shareholders, and a proposed resolution of shareholder class
action claims.

"Our filing of the Plan and Disclosure Statement reflects
significant progress in our Chapter 11 proceeding," said Gary
Greenfield, Peregrine's CEO. "The Plan is a fair and reasonable
restructuring proposal, and we believe it sets the stage for
Peregrine's successful reorganization. It will allow us to
maximize the value of assets and distributions to creditors,
minimize our expenses and provide sufficient time to pay our
debts. We have proposed repaying our bondholder debt in full, as
well as most other unsecured creditors, while also preserving a
substantial amount of shareholder equity.

"We value the support that we have continued to receive from our
customers, partners, employees, vendors and others, who have
allowed us to use this process to lay the foundation for our
future success," he added. "Completing our reorganization under
this Plan will allow Peregrine to move forward as a viable and
independent software business."

The Plan also calls for appointing a new, five-member board of
directors for the reorganized company. It would consist of four
independent directors, as well as the company's CEO. Additional
oversight is prescribed to assure independence of individuals
nominated. Peregrine intends to ask the court for approval to
retain an outside search firm to identify and present nominees
for these board positions for appointment by the time the
company emerges from Chapter 11.

The Plan and Disclosure Statement were filed in bankruptcy court
within the 120-day period in which Peregrine has the exclusive
right to file a Plan. The Official Committee of Unsecured
Creditors does not support the Plan at this time and may not
elect to do so. The Disclosure Statement requires bankruptcy
court approval, and the company hopes that a hearing to consider
it could be as soon as February 25.

If the court approves the Disclosure Statement, it will be sent
to creditors and equity interests, to the extent that their
claims or interests are impaired under the Plan, and the company
will commence solicitation of votes for confirmation of the Plan
by certain classes of creditors and equity interests. The
company hopes that a hearing to consider the Plan's confirmation
could be as soon as April 2003.

                        Plan of Reorganization

The Plan proposed by Peregrine would allow the company to
continue to operate the business and give it sufficient time to
pay off debts. Some elements of the Plan are subject to a vote
by certain creditors and shareholders, and the Plan in its
entirety is subject to confirmation by the court. Key elements
of the Plan include:

     -- The Secured Purchaser Banks that financed certain
Peregrine accounts receivables will receive 100 percent of their
allowed claims over four years without interest and retain their
security interests. In addition, certain accounts receivables
will be repurchased under terms of the Forbearance Agreement
entered into with the banks in August 2002.

     -- The Plan calls for full reinstatement of the $270
million in Convertible Subordinated Notes issued in the year
2000 under original terms at 5 1/2 percent with the principle
due in 2007.

     -- Holders of existing common stock, or common stock
options or warrants or other rights, would retain those
interests, which would represent at least 90 percent of the
common stock of the reorganized Peregrine.

     -- Up to 10 percent of the common stock of the reorganized
company would be available to settle shareholder lawsuits.

     -- Small claims would be categorized as a class of
Convenience Claims. These claims would include creditors owed
$1,000 or less, or claims voluntarily reduced to that level. If
these claims exceeded $500,000 in total, they would be paid over
a period of four years.

     -- Peregrine would repay all General Expense Claims in full
in equal annual installments over four years. This category
includes trade debt, real property lease rejection claims and
other creditors. Payments are currently estimated not to exceed
$63 million.

     -- The Plan proposes that Peregrine pay Motive
Communications a sum of $4 million on the date of the Plan's
approval and an additional $5 million over a 48-month period. On
the effective date of the Plan, Peregrine will return 1.7
million shares of Motive stock to Motive, and Motive will return
one million shares of Peregrine stock to Peregrine.

The filing also included a detailed "liquidation analysis" -- a
required element of the Disclosure Statement -- which concludes
that Peregrine's creditors and the overall value of the
company's estate would be better served if the company completes
a successful restructuring and remains an on-going enterprise.

                         Going forward

Under the direction of new management, Peregrine in recent
months has gone through an exacting process to refocus the
company's strategy and software products in its core strength --
service and asset management -- which helps customers run their
businesses more productively. The company has divested of non-
core products, completed the $355 million sale of its Remedy
business unit to BMC Software under a court-approved auction,
and fully repaid $54 million in debtor-in-possession financing.

"With this reorganization, Peregrine will be positioned as a
software industry leader capable of meeting its financial
obligations, supporting its customers, and developing and
innovating great software," said Greenfield.

In addition, the company detailed a number of important
corrective actions and initiatives directed at ensuring
compliance with stringent legal and accounting standards.
Peregrine's board has adopted a comprehensive Corporate
Compliance Policy, which establishes strict standards of
compliance to all laws and accounting standards on a global
basis. To implement the policy with a compliance program, the
board has established two new positions, reporting to the audit
committee: the corporate compliance officer, a senior-level
officer position, and an internal auditor, whose role will be to
assist in compliance activities related to the company's
financial and operating condition, including quarterly reports
to the board's audit committee.

The company also will file information under seal with the
Delaware court today to advise the court of its progress in a
restatement of its financial results for fiscal years 2000,
2001, and the first three quarters of 2002, and the audit by
PricewaterhouseCoopers of results for fiscal years 2000, 2001
and 2002.

Peregrine filed a voluntary Chapter 11 petition on Sept. 22,
2002 after accounting irregularities came to light, making it
necessary to restate financial results for 11 quarters.

                 About Peregrine Systems, Inc.

Founded in 1981, Peregrine Systems develops and sells
application software to help large global organizations manage
and protect their technology resources. With a heritage of
innovation and market leadership in consolidated asset, service
and change management software, the company's flagship offerings
include ServiceCenter and AssetCenter, complemented by its
Employee Self Service, Automation and Integration product lines.
Headquartered in San Diego, Calif., Peregrine's solutions
facilitate the automation of business processes, resulting in
increased productivity, reduced costs and accelerated return on
investment for its more than 3,500 customers worldwide. More
information about Peregrine is available at
http://www.peregrine.com


PERRY JUDD: S&P Withdraws B+ Credit Rating at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating for Perry Judd's Holdings Inc. at the company's
request. At the same time, all other ratings were withdrawn.


POLAROID CORP: Solicitation Period Extended Until March 20, 2003
----------------------------------------------------------------
According to Gregg M. Galardi, Esq. at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, Polaroid
Corporation, and its debtor-affiliates faced steadily declining
revenues since the Petition Date.  Thus, as part of their
reorganization efforts, the Debtors put into place numerous
cost-saving measures and liquidated certain assets to continue
operating while determining how best to restructure their
business -- a sale of substantially all of their assets. With
the sale of the assets to OEP, the Plan filed in April was
predicated on the consummation of the Sale, post-sale
liquidation of the Debtors' remaining asserts and the
distribution of the proceeds from the sale and the other assets
in the Debtors' estates to the Debtors' creditor constituencies.

Mr. Galardi notes that the Sale has been consummated and the
Debtors have begun to liquidate their estates and distribute the
proceeds from the Sale to the Debtors' creditor constituencies.
However, the Asset Purchase Agreement the Court approved differs
from the terms of the APA filed with the Sale Motion.
Specifically, the APA approved pursuant to the Sale Order
provides for the distribution of 35% of the equity in the New
Polaroid Corporation to the Debtors' unsecured creditors and for
the payment of the Debtors' prepetition Lenders and certain
administrative expenses of the Debtors' estates.

In addition, the Debtors have resolved their prior disputes with
the Unsecured Creditors' Committee with respect to the Sale and
the Exclusive Order.  The Debtors and the Committee have co-
exclusivity to allow them equal input in drafting and filing an
amended Plan that accurately reflects the details of the APA
approved pursuant to the Exclusivity Order and provides for an
equitable distribution of the assets of the Debtors' estates to
the Debtors' creditor constituencies.

Given their substantial efforts since the Petition Date, the
Debtors and the Committee believe that they should be given
additional time to negotiate the final terms of the Plan without
the distraction of competing plans filed by other parties-in-
interest.

Accordingly, the Debtors and the Committee sought and obtained a
Court order:

    (a) extending the Exclusive Periods to January 20, 2003 to
        file a Plan and March 20, 2003 to solicit acceptances of
        that Plan; and

    (b) prohibiting any party, other than the Debtors or the
        Committee, from filing a competing plan or soliciting
        acceptances of any competing plan during the extended
        Exclusive Periods.

In convincing the Court to grant the Debtors' request, Mr.
Galardi cited these factors that warrant the extension of the
exclusive periods pursuant to Section 1121(d) of the Bankruptcy
Code:

A. The Debtors and the Committee have made significant progress
    in resolving many of the issues facing the Debtors' estates,
    including disputes between the Debtors and the Retiree
    Committee and potential disputes between the Committee and
    the Debtors' Prepetition Lenders;

B. An extension of the Solicitation Period will give the Debtors
    and the Committee a reasonable opportunity to negotiate a
    consensual amended Plan and ultimately confirm a Plan
    without prejudicing any party-in-interest; and

C. The Debtors' cases are large and complex and uncertain,
    substantial issues remain unresolved. (Polaroid Bankruptcy
    News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


POPI GROUP: Designated Inactive Issuer after Unit's Bankruptcy
--------------------------------------------------------------
POPi Group Inc. (TSX-V: POP) announced, as a result of the
assignment into bankruptcy of POPi Childrenswear Enterprises
Inc., that it has been designated by the TSX Venture Exchange as
an inactive issuer. Effective Wednesday, January 22, 2003 POPi
will commence trading as an inactive issuer and has been
designated a Tier 2 Issuer.

Childrenswear, a wholly-owned subsidiary of POPi was assigned
into bankruptcy under the Bankruptcy and Insolvency Act (Canada)
on November on January 6, 2003.

POPi has outstanding indebtedness of approximately $400,000
payable to various creditors in the ordinary course of business.
It is the intention of POPi to satisfy this indebtedness through
negotiations with the creditors and the sale of assets where
possible. Upon the satisfaction of such indebtedness POPi
intends to seek alternative businesses for acquisition in order
to meet the listing criteria of the TSX Venture Exchange.


PREMCOR INC: Posts $129.6 Million Net Loss For Year 2002
--------------------------------------------------------
Premcor Inc. (NYSE: PCO) reported net earnings of $34.7 million,
or $.60 per share, in the fourth quarter of 2002 and a net loss
of $129.6 million, or $2.65 per share, for the full year ended
December 31, 2002. These results compare to a net loss of $44.5
million, or $1.40 per share, in the fourth quarter of 2001 and
net earnings of $142.6 million, or $4.13 per share, for the full
year ended December 31, 2001.

Excluding the effect of special items, the fourth quarter 2002
net earnings of $34.7 million, or $.60 per share, compares to a
net loss of $35.0 million, equal to $1.10 per share for the
fourth quarter of 2001. Excluding the effect of special items
for the full year results, the net loss for the year ended
December 31, 2002 was $10.5 million, or $.22 per share, compared
to net earnings of $237.5 million, or $6.88 per share, for the
year ended December 31, 2001.  Special items are discussed
below.

The company's customary quarterly conference call concerning the
quarter's results will not be held due to its pending equity
offering.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "During the fourth quarter, the company succeeded
in producing good results despite reduced throughputs due to
hurricanes Isidore and Lili as well as scheduled turnaround
maintenance.  Premcor's turnaround activity in 2003 will be
minimal, including that associated with the Memphis refinery,
which we expect to acquire during the first quarter of 2003."

O'Malley continued, "The fourth quarter represents the first
quarter of operations where a significant portion of our
restructuring cost savings are reflected, and where the expenses
associated with the operation of the Hartford refinery have for
the most part been eliminated.  Also during the quarter, the
company completed the formation of its management team when
Michael D. Gayda joined as general counsel."

For the fourth quarter of 2001, special items included an after-
tax charge of $9.5 million, equal to $.30 per share, related to
reserves established in connection with previously discontinued
retail operations. There were no special items in the fourth
quarter of 2002.

For the twelve months of 2002, pre-tax special items of $192.4
million included restructuring charges totaling $172.9 million
and a $19.5 million charge related to the early retirement of
long-term debt.  Restructuring charges included $137.4 million
related to the closure of the Hartford refinery, $27.4 million
primarily for severance and other charges related to the
restructuring of the company's Port

Arthur, Texas and Lima, Ohio refineries and the St. Louis
general and administrative operations, $2.5 million related to
the PRG and Sabine restructuring, $1.4 million for idled
equipment, and $4.2 million related to the write-off of the
Clark Retail Enterprises minority interest. The after-tax effect
of these special items for the twelve months of 2002 was $119.1
million, or $2.43 per share.  Pre-tax special items for the
twelve months of 2001 included restructuring charges of $176.2
million related to the closure of the Blue Island, Illinois
refinery and the decommissioning of two coker units at Port
Arthur, and an $8.7 million gain associated with debt
repurchases.  The after-tax effect of these items, along with an
$18 million after-tax charge relating to discontinued
operations, partially offset by a $30 million income tax
benefit, was $94.9 million, or $2.75 per share.

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

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


QWEST COMMS: U.S. State Department Awards $360 Million Contract
---------------------------------------------------------------
Qwest Communications (NYSE: Q) announced that it was awarded a
10-year contract from the U.S. Department of State's Diplomatic
Telecommunications Service Program Office (DTSPO). Under the
contract, called the SPECTRUM contract, Qwest will have the
opportunity to deliver a variety of network services to U.S.
government agencies around the world. Qwest has the opportunity
to receive up to $36 million per year -- or $360 million over
the life of the contract. Qwest's subcontractor partners for
this effort are COMSAT General (a division of Lockheed Martin)
and Communication Technologies, Inc. (COMTek).

The SPECTRUM program was created to deliver networked
telecommunication services -- including high-speed video, data,
ATM and IP services -- to U.S. Department of State embassies and
consulates around the world.

"The federal government is an important customer to Qwest and we
look forward to helping DTSPO build a next-generation global
infrastructure," said James F.X. Payne, senior vice president
and general manager of Qwest's government services division.
"Qwest, along with our teaming partners, has clearly proven
itself as a leader in providing the skill set and level of
service that federal government agencies expect from the private
sector."

Qwest provides network services to a wide range of federal
government agencies, including the Department of Energy, NASA,
the Department of Treasury, and the National Oceanic and
Atmospheric Administration.

                         About Qwest

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


READER'S DIGEST: Schedules Q2 2003 Conference Call Today
--------------------------------------------------------
Readers Digest Association (NYSE: RDA) announces the following
webcast:

What: RDA Q2 2003 Financial Release Conference Call

When: Thursday, January 23, 2003 @ 8:30 a.m. EST

Where:
http://www.firstcallevents.com/service/ajwz372616461gf12.html

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

Contact: William Adler
         Director, Corporate Communications
         +1-914-244-7585
         william.adler@readersdigest.com

In addition to the live Webcast, you may access the call on an
archived basis on the Web site, http://www.rd.com

The Reader's Digest Association, Inc. is a global publisher and
direct marketer of products that inform, enrich, entertain and
inspire people of all ages and all cultures around the world.
Global headquarters are located at Pleasantville, New York.

At September 30, 2002, Reader's Digest's working capital
deficiency widened to about $138 million.


SANLUIS: Fitch Assigns B-/CCC+ Ratings After Debt Restructuring
---------------------------------------------------------------
Fitch Ratings has assigned ratings of 'B-' to the senior secured
debt obligations and 'CCC+' to the senior unsecured obligations
of SANLUIS Corporacion, S.A. de C.V. (SANLUIS) as the debt
restructuring has been formally completed. The senior secured
rating of 'B-' applies to the estimated $265 million of bank
loans that are held by SANLUIS' operating subsidiaries and are
secured by assets, while the senior unsecured rating of 'CCC+'
applies to the estimated $47.6 million of newly issued 8% senior
notes due 2010 and $76.2 million of 7% mandatorily convertible
debentures due 2011 that SANLUIS' debt holders have received in
exchange for defaulted debt that they formerly held. These
securities have been issued by SISA, a wholly owned subsidiary
of SANLUIS that will indirectly own all of SANLUIS' operating
companies, and are effectively in a subordinated position
compared the bank loans. The Rating Outlook is Stable.

The debt restructuring is positive for SANLUIS as it will result
in the reduction of SANLUIS' debt burden by close to 25% and the
lengthening of debt maturities. In addition, cash flow will
improve as a portion of the company's debt will have interest
that is paid-in-kind rather than paid in cash. The resulting
improvements in its debt profile are expected to help SANLUIS
normalize its ongoing operations and to focus on improving the
profitability of its auto part business. Since defaulting on its
debt obligations, SANLUIS has sought to preserve a minimum of
liquidity necessary for its ongoing operations. This objective
was made difficult by more restrictive credit terms from raw
material suppliers and other vendors. Since then, credit terms
have gradually improved and are expected to become more normal
after the debt restructuring is completed. SANLUIS will continue
to face a challenging operating environment for the auto parts
industry. SANLUIS, which manufactures suspension and brake
components primarily for export to original equipment
manufacturers (OEMs) including Ford, DaimlerChrysler and General
Motors, is exposed to the cyclicality of the United States auto
industry, which remains in a downturn.

SANLUIS' debt leverage will remain high after the debt
restructuring, with EBITDA generation of $55.5 million over the
twelve months ended September 30, 2002 to total pro forma debt
above 8.0 times (x). EBITDA/interest during the first nine
months of 2002 would have been slightly above 1.0x if SANLUIS
was still making interest payments on its debt as originally
scheduled. After the debt restructuring, EBITDA/interest is
expected to improve closer to 1.5x due to the recent
stabilization of profitability margins and the estimated
reduction in debt from $568 million at September 30, 2002 to an
estimated $427.3 million after the restructuring. The new debt
profile will be comprised of $38.9 million at the SANLUIS
holding company level, $123.8 million at the SISA level ($47.6
million in senior notes and $76.2 million in convertible
debentures), $34 million at the brake group subsidiary level and
$230.6 million at the suspension group subsidiary level. On a
cash basis, EBITDA/interest will be closer to 2.0x since
interest on the 7% mandatorily convertible debentures due 2011
will be paid-in-kind and capitalized rather than paid in cash.

SANLUIS has completed the debt restructuring process that began
in September 2001 after the company defaulted on its debt
obligations. Consolidated debt at the time of the default was
approximately $550 million, of which half were direct
obligations of SANLUIS, and the remaining were the obligations
of its operating subsidiaries. Direct obligations of SANLUIS,
which were unsecured, were effectively in a subordinated
position versus operating subsidiary debt, which was secured by
receivables. In March 2002, SANLUIS reached an agreement in
principle with the holders of its operating subsidiary debt.
Under this agreement, the maturity of the operating subsidiary
debt has been extended. In return, creditors received an
increase in coupon rates in the latter years. In October 2002,
SANLUIS launched a cash tender and debt exchange offering open
to holders of the company's direct obligations, which totaled
$291.3 million and included $200 million senior notes due 2008,
$77.5 million euro commercial paper, and $13.8 million of other
unsecured debt obligations. Holders were given the option to
choose between a cash payment of $350 for each $1,000 in
principal amount of debt tendered, or $384.15 in principal
amount of newly issued 8% senior notes due 2010 plus $615.85 in
principal amount of newly issued 7% convertible debentures due
2011. On December 16, 2002, SANLUIS announced that 87% of the
debt holders consented to the cash tender and debt exchange
offering. As a result, $128.6 million in defaulted debt and
$36.4 million in unpaid and accrued interest have been retired
with a cash payment of $45 million. In addition, $123.8 million
of defaulted debt has been exchanged for $47.6 million of 8%
senior notes due 2010 plus $76.2 million of 7% convertible
debentures due 2011.


SANMINA-SCI CORPORATION: Releases First Quarter Results
-------------------------------------------------------
Sanmina-SCI Corporation (Nasdaq: SANM), a leading supplier of
integrated design and electronics manufacturing solutions (EMS),
reported financial results for its first quarter ended December
28, 2002.  Results for the quarter ended December 29, 2001 are
stated on a proforma basis to reflect the company's December 6,
2001 acquisition of SCI Systems, Inc for the full quarter.

For the first quarter ended December 28, 2002, Sanmina-SCI
reported revenues of $2.537 billion, compared to proforma
(giving the effect to the combination of Sanmina and SCI)
revenues of  $2.406 billion for the first quarter ended December
29, 2001.  Proforma net income for the first quarter this year
was $1.380 million, or $0.01 diluted cash earnings per share.
This compares to proforma net income of $7.302 million, or $0.03
diluted cash earnings per share for first quarter last year.
Proforma financial results do not include merger and
integration, restructuring and other infrequent or unusual
charges.

For the quarter ended December 28, 2002, Sanmina-SCI reported
$1.6 billion in cash and short-term investments.  Cash provided
by operations this quarter was approximately $123 million. The
company continues to improve cash cycle days and increase
inventory turns. At December 28, 2002, cash cycle days were
reduced to 41 days, and inventory turns increased to 9.0 turns.
At quarter- end, the company had a current ratio of 2.4, working
capital of $2.6 billion and shareholders' equity of $3.4
billion.

During the quarter, the company repurchased at a discount
approximately $151 million of its 41/4% Convertible Notes, Zero
Coupon Convertible Subordinated Notes and 3% Convertible Notes
(convertible debt).  After taking into account interest accruals
associated with the Zero Coupon Subordinated Notes, upon
exercise of redemption rights by Zero Coupon Note holders, the
debt reduction of the convertible debt was approximately $160
million.  Since the beginning of September the company has
reduced its shorter term bond debt coming due in 2004 and 2005
approximately $337 million, or approximately 27%. The balance
sheet reflects the company's completion of $1.025 billion in
financing, including an offering of $750 million in senior
secured notes in a private placement to qualified investors and
a $275 million senior secured credit facility.

                     Company Expands Market
                  Leadership in Target Markets

Jure Sola, Chairman and Chief Executive Officer of Sanmina-SCI,
said, "We continue to focus our resources on increasing our
market leadership in our target markets.  As a result of our
commitment to advanced technology and manufacturing excellence,
another of our quick-turn assembly and volume manufacturing
facilities has been certified by the military. During the
quarter, we also announced the acquisition of an Israeli
manufacturer of high- end complex medical systems and other
high-end industrial products, expanding our capabilities in the
global medical technology industry. This facility enables us to
deliver leading-edge CT and nuclear medicine systems to key
OEM's globally.

"In addition to the defense and medical markets, we are also
capitalizing on growth opportunities within the computing
sector. In early January, we announced an expanded strategic
partnership with IBM. The agreement expands the range of
manufacturing services Sanmina-SCI provides IBM in North America
and Europe. Sanmina-SCI is now positioned to be the leading EMS
provider in the global server manufacturing and distribution
market."

Commenting further, Sola said, "In addition to expanding our
growth opportunities, which have diversified our revenues, we
have also further rationalized our operations, realigning our
operations to be market focused. We believe our market-focus
strategy will increase our operating efficiencies and enable us
to better serve our customers from the early stage of product
development to volume production. The goal in everything we do
is customer satisfaction.

"Although the market continues to be challenging, we believe by
emphasizing excellence in performance and by providing our
customers innovative, cost-effective solutions and superb global
supply management, Sanmina-SCI is solidifying its industry
leadership."

                       Company Outlook

Sanmina-SCI projects second quarter fiscal 2003 revenue to be
approximately $2.3 to $2.5 billion, and cash earnings per share
to be between ($0.01) to $0.01 before merger, restructuring and
other infrequent or unusual charges, and after adjustment for
financing costs.

                       About Sanmina-SCI

Sanmina-SCI Corporation is a leading electronics contract
manufacturer serving the fastest-growing segments of the $125
billion global electronics manufacturing services (EMS) market.
Recognized as a technology leader, Sanmina-SCI provides end-to-
end manufacturing solutions, delivering unsurpassed quality and
support to large OEMs primarily in the communications, defense
and aerospace, industrial and medical instrumentation, and
computer technology and multimedia sectors of the market.
Sanmina-SCI has facilities strategically located in key regions
throughout the world. More information regarding the company is
available at http://www.sanmina-sci.com.

As reported in the Troubled Company Reporter's December 9, 2002
issue, Standard & Poor's Ratings Services lowered its corporate
credit rating on Sanmina-SCI Corp to 'BB-' from 'BB' and its
subordinated note ratings to 'B' from 'B+'. At the same time,
Standard & Poor's assigned a 'BB' bank loan rating to the
proposed $250 million senior secured credit facility due 2007,
and a 'BB-' rating to the proposed $450 million of senior
secured notes due 2009. The previous senior secured bank loan
rating is withdrawn. The ratings outlook is stable. Total debt
is $2.1 billion.

The rating action is based on weak credit measures for the
rating and the likelihood that profitability will remain
depressed over the intermediate term, largely due to sluggish
demand in major end markets.


SEVEN SEAS: Section 341(a) Meeting to Convene on February 11
------------------------------------------------------------
The United States Trustee will convene a meeting of Seven Seas
Petroleum Inc.'s creditors on February 11, 2003 at 10:00 a.m. at
515 Rusk, Suite 3401 in Houston, Texas.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.  Proofs of claim are due on May 12, 2003.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Seven Seas Petroleum Inc., filed for chapter 11 protection on
January 14, 2003 at the U.S. Bankruptcy Court for the Southern
District of Texas. Tony M. Davis, Esq., at Baker Botts LLP
represents the Debtor in its restructuring efforts. As of
September 30, 2002, the Company listed $180,389,000 in total
assets and $185,970,000 in total debts.


SYSTECH: Arranging $1.73MM DIP Financing from Current Lenders
-------------------------------------------------------------
Systech Retail Systems Corp, Inc. and it's Canadian affiliates,
a retail store solutions provider in North America, announced
that they were granted an Order applied for under Section 11 of
the Companies' Creditors Arrangement Act. The order recognized
as "foreign proceedings" the voluntary petitions filed by
Systech Retail Systems (U.S.A.), Inc. and its United States
and Canadian affiliates, which filing has accorded Systech
protection under Chapter 11 of the United States Bankruptcy Code
in the Eastern District of North Carolina - Raleigh Division
effective January 13, 2003.

Systech has arranged for a US$1.73 million (approximately C$2.66
million) debtor-in-possession (DIP) financing commitment from
its existing, principal secured lenders; Integrated Partners
Limited Partnership One and Park Avenue Equity Partners, L.P.,
that will enable it, subject to court approval, to continue
business operations, including having funds available to meet
future working capital needs and fulfill the obligations
associated with its business, including the prompt payment of
new vendor invoices.

Systech began rationalization activities in early 2001 and
accelerated those efforts in the second half of 2002 with the
implementation of an informal financial and operational
restructuring sponsored by its senior stakeholders. This
initiative saw the closure of offices and consolidation of
operations, rationalization of inventory and significant
reductions in employees. This initiative received the support of
the Company's major shareholders, secured lenders, most of its
creditors and its major customers. However, agreement was not
forthcoming from all of the necessary creditors, one of whom
obtained a judgment that proved too disruptive to complete the
informal reorganization effort.

The Board, the senior stakeholders, the major shareholders and
management have therefore determined that the only way the
restructuring can be finally affected is under regulatory
protection and are committed to the successful completion of
this process as quickly as possible.

Systech will use this process to take other opportunities to
improve its operating performance and to realize significant
cost savings.  Systech plans for operational improvement include
consolidating operations, leveraging existing relationships,
increasing revenues through organic growth and implementing
additional operational improvements.

"We are optimistic about the successful reorganization of
Systech now that the decision has been made to complete our
financial restructuring within creditor protection proceedings.
We are confident that Systech can now affect a more timely and
effective reorganization and emerge a healthier, better
capitalized enterprise that can continue to play a significant
and leading role in the retail market segment" said Systech
President & CEO Geoff Owen.

The Chapter 11 and CCAA processes will preserve and drive
additional agreements to convert debt to equity. It is intended
to have no effect on customers or employees and we anticipate
that it will have manageable impact on suppliers. This is
consistent with the objectives first set when we started the
informal restructuring process.

"Our management team is enthusiastic about Systech's prospects
and is committed to providing our customers with excellence in
service and products. Financial uncertainty will be dramatically
reduced by the provision of the DIP financing and the protection
afforded by the filings," said Owen.  He added, "There will be
minimal change in our software development, solution delivery,
field maintenance and customer support personnel.  In short, we
will be reinforcing our commitment to delighting our customers,
enriching our suppliers, empowering our employees and rewarding
our investors.  Customers will be able to continue to purchase
our products and services, with the knowledge that we will
consistently provide the solution creativity and service
excellence that have come to distinguish us in the retail POS
marketplace."

For the fiscal year ended January 31, 2002, Systech had
consolidated annual revenue of approximately $95.6 million
(Canadian).  As of fiscal year ended January 31, 2002, the books
and records of Systech reflected assets totaling approximately
$57.7 million (Canadian) and liabilities of approximately $100.0
million (Canadian).

Founded in 1986, Systech develops, integrates and supports
retail store solutions and systems for large and medium North
American supermarket, general merchandise and hospitality
chains. Systech is the largest independent provider of retail
store systems and field services in North America. Currently,
Systech has approximately 420 employees and has business
operations in the United States and Canada.  Additional
information about Systech is available at http://www.srspos.com


TECHNEST HOLDINGS: Michael Sheppard Resigns as Officer/Director
---------------------------------------------------------------
On December 5, 2002, Michael Sheppard resigned as an officer and
director of Technest Holdings Inc. The Company states that the
resignation was not because of a disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.

At September 30, 2002, Technest's working capital deficit tops
$2 million.


UNITED AIRLINES: Asks Court to Establish Claims Bar Date
--------------------------------------------------------
United Airlines requests an order establishing various bar dates
and approving the form and manner of notice.  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, outlines the proposed
terms for Judge Eugene R. Wedoff.

The Debtors propose establishing the day that is 75 days after
the Debtors file their Bankruptcy Schedules and Statements of
Financial Affairs as the General Bar Date -- the deadline for
all parties asserting a claim against any of the Debtors to a
file proof of such Claim or Interest.

With regards to rejection of an executory contract or unexpired
lease, the Debtors propose to establish the later of the General
Bar Date or 30 days after the effective date of any order
authorizing the rejection of an executory contract or unexpired
lease as the bar date by which a proof of claim relating to the
Debtors' rejection of the contract or lease must be filed.

Mr. Sprayregen says it is essential to ascertain the full extent
of the claims asserted against the Debtors and their estates. To
develop a viable plan of reorganization, the Debtors will
require complete and accurate information on the nature, amount
and status of all claims that will be asserted in these Chapter
11 Cases.  Accordingly, the Debtors request that the Court fix a
deadline for the filing of proofs of claim or interest against
the Debtors' estates, for claims or interests that arose on or
before the Petition Date.

The requested General Bar Date should allow the Debtors to
ascertain the number and amount of claims in various classes and
finalize the terms of a plan of reorganization and disclosure
statement prior to solicitation of votes.

The Debtors propose that the Bar Date apply to all Persons or
Entities holding Claims against or Interests in the Debtors
(whether secured, priority or unsecured) that arose prior to the
Petition Date, including the following:

   a) Any Person or Entity whose Claim or Interest is listed as
      "disputed," "contingent," or "unliquidated" that desires
      to participate in or share in any distribution in these
      Chapter 11 Cases;

   b) Any Person or Entity whose Claim or Interest is improperly
      classified or is listed in an incorrect amount in the
      Schedules and that desires to have its Claim allowed in a
      classification or amount other than set forth in the
      Schedules; and

   c) Any Person or Entity whose Claim or Interest against a
      Debtor is not listed in the applicable Debtors' Schedules.

The Debtors anticipate that creditors may assert Claims in
connection with a Debtor's rejection of executory contracts and
unexpired leases pursuant to Section 365 of the Bankruptcy Code.
The Debtors propose that, for any Claim relating to a Debtor's
rejection of an executory contract or unexpired lease that is
approved by an order of the Court, the bar date for filing any
Claim shall be the Rejection Bar Date.

Mr. Sprayregen explains that given the factual complexities of
the case, the Debtors propose to provide actual written notice
of the Bar Date to all known Parties holding Claims and
Interests. The Debtors propose to give notice of the Bar Date by
first class mail at least 60  days before the Bar Date.
Creditors and potential creditors would receive more notice of
the Bar Date than the 20 days required by Bankruptcy Rule
2002(a)(7). Creditors would have more than sufficient notice,
time and opportunity to file their proofs of claim or interest.

The Debtors propose that for any Proof of Claim Form to be
validly and properly filed, a signed original of the completed
Proof of Claim Form, with accompanying documentation, must be
delivered to the Debtors' Claims and Noticing Agent at the
address set forth on the Bar Date Notice so as to be received no
later than 4:00 p.m., prevailing Central time, on the Bar Date.

The Debtors propose that creditors be permitted to submit Proofs
of Claim or Interest in person or by courier service, hand
delivery or mail. Facsimile submissions will not be accepted.
Proofs of Claim or Interest shall be deemed filed when actually
received by the Debtors' Claims and Noticing Agent. If a
creditor wishes to receive acknowledgment of receipt of a proof
of claim or interest, the creditor must submit a copy of the
proof of claim and a self-addressed, stamped envelope.

The Debtors propose that all Persons and Entities asserting
Claims against or Interests in more than one Debtor are required
to file a separate proof of claim form with each Debtor.  If
Parties are permitted to assert Claims against or Interests in
more than one Debtor in a single proof of claim form, the Claims
and Noticing Agent may have difficulty maintaining separate
Claim registers for each Debtor and all Debtors will be required
to object to a proof of claim that may be applicable to only
one. Likewise, Parties should be required to identify on each
proof of claim form the particular Debtor against which their
claim or Interest is asserted.  This will greatly expedite the
Debtors' review of proofs of claim and will not be unduly
burdensome on claimants since they should know the identity of
the Debtor against which they asserting a Claim or Interest.

The Debtors propose to publish notice of the Bar Date once at
least sixty 60 days before the Bar Date.  The Debtors will
publish the notice if a mixture of publications they're
convinced will be most likely to reach an audience of creditors
and interest holders that may hold unknown claims or interests:

    Domestic
    --------
    USA Today
    Wall Street Journal
    New York Times
    Chicago Tribune

    International
    -------------
    Australia The Australian
    Hong Kong South China Morning Post
    Japan Asahi Shinbun
    Argentina La Nacion
    United Kingdom The London Times
    Brazil Folha de Sao Paulo (Retail Rate)

    Worldwide
    ---------
    USA Today - Global Edition
    International Herald Tribune

In addition, the Debtors propose that all Parties asserting
Claims against or Interests be required to file Proofs of Claim
in English and in U.S. dollars.  If a Person or Entity does not
specify the amount of its claim in U.S. dollars, the Debtors
reserve the right to convert it to U.S. dollars using the
applicable conversion rate as of the Petition Date, unless the
Debtors deem another date to be more appropriate. (United
Airlines Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US AIRWAYS: Chuck Jones Asks Court to Name Shareholder Committee
----------------------------------------------------------------
Chuck Jones claims to have had "numerous conversations with
representatives of US Airways' Investor Relations and Corporate
Offices."  Mr. Jones is concerned about the Plan's treatment of
equity.  Mr. Jones alleges that he was "deceived" by Airways
Group Inc. because their representatives repeatedly stated that
there was no discussion of the equity being cancelled and he was
repeatedly reminded that US Air management was among the largest
shareholders.  Based on these conversations, Mr. Jones says, he
purchased the US Air common stock.  To remedy this inequity, Mr.
Jones proposes the establishment of a Shareholders' Committee.

Mr. Jones calls the postpetition financing arrangement with RSA
a "conspiracy."  "This would allow the RSA virtually to takeover
the entire airline by canceling existing stock, issuing and
distributing new shares to itself, while spreading some crumbs
to the puppet management of the airline and the unions as a
bribe and payoff for their support of the RSA."

Mr. Jones even goes so far as to say that the U.S. Trustee in
this case was in "collusion with the DIP and Plan Sponsor,"
creating inherent conflicts of interest.

Mr. Jones asserts that his and other shareholders' rights have
been trampled on, they have no advocate in these proceedings,
and ultimately, they stand to receive absolutely nothing under
the proposed Plan.  Thus, Mr. Jones insists, a committee of
shareholders should be appointed. (US Airways Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VISHAY: Sees $130-$150MM Pre-Tax Charge for Tantalum Products
-------------------------------------------------------------
Vishay Intertechnology, Inc. (NYSE: VSH) announced that its
results for 2002 will reflect a write-down of its current
inventory of tantalum powder and wire and an accrual for its
commitments under contracts for the supply of tantalum by Cabot
Corporation that are for prices in excess of market.  The non-
cash charge will be in the range of $130 million to $150 million
before taxes.  Vishay's action reflects weak product demand for
tantalum that is below 1999 levels and increased tantalum
production capacity, which together have resulted in substantial
worldwide capacity under-utilization and severely depressed
pricing for this commodity.  In June 2002, Vishay agreed with
Cabot to amend two agreements for the supply of tantalum powder
and wire.  The parties agreed to reduce volumes, and starting in
2003, prices of tantalum products under the agreements and to
extend the longer-term agreement by one year through 2006.

Vishay, a Fortune 1,000 Company listed on the NYSE, is one of
the world's largest manufacturers of discrete semiconductors
(diodes, rectifiers, transistors, optoelectronics, and selected
ICs) and passive electronic components (resistors, capacitors,
inductors, and transducers).  The Company's components can be
found in products manufactured in a very broad range of
industries worldwide.  Vishay is headquartered in Malvern,
Pennsylvania, and has plants in sixteen countries employing over
25,000 people.  Vishay can be found on the Internet at
http://www.vishay.com.

As reported in the Troubled Company Reporter's January 21, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured bank loan ratings on
electronic components manufacturer Vishay Intertechnology to
'BB' from 'BB+' and its subordinated debt rating to 'B+' from
'BB-.' The ratings were removed from CreditWatch, where they had
been placed on Nov. 11, 2002. The outlook is stable.


WACHOVIA BANK: S&P Assigns Prelim Ratings to Ser. 2003-C3 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $937.3
million commercial mortgage pass-through certificates series
2003-C3.

The preliminary ratings are based on information as of Jan. 21,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and the property type diversity of the loans. Classes
A-1, A-2, B, C, D, and E are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage ratio of
1.43x, a beginning loan-to-value ratio (LTV) of 94.7%, and an
ending LTV of 80.0%. Unless otherwise indicated, all
calculations in this report, including weighted averages, do not
consider the B notes for Best Buy - Wichita Falls or Walgreens -
Las Vegas.

                   PRELIMINARY RATINGS ASSIGNED
       Wachovia Bank Commercial Mortgage Trust Series 2003-C3

     Class                   Rating                  Amount ($)
     A-1                     AAA                    259,086,000
     A-2                     AAA                    477,837,000
     B                       AA                      36,319,000
     C                       AA-                     12,888,000
     D                       A                       25,775,000
     E                       A-                      12,887,000
     F                       BBB+                    10,544,000
     G                       BBB                     12,888,000
     H                       BBB-                    12,887,000
     J                       BB+                     22,260,000
     K                       BB                       9,373,000
     L                       BB-                      7,029,000
     M                       B+                       2,343,000
     N                       B                        7,030,000
     O                       B-                       4,686,000
     P                       N.R.                    23,432,149
     IO-I (*)                AAA                (#) 937,264,149
     IO-II (*)               AAA                (#) 890,430,000

        (*) Interest only class.  (#) Notional amount.


WORLDCOM INC.: Expands Private IP Network-based VPN Service
-----------------------------------------------------------
WorldCom (WCOEQ), the leading global business data and Internet
communications provider, announced that its Private IP network-
based VPN service is one of the first to deliver real-time
traffic management and performance reporting capabilities
globally.  With WorldCom's Private IP Platinum service,
companies can better manage and monitor their virtual private
networks to optimize network and applications performance,
streamline network management and control costs.

"WorldCom continues to lead the industry delivering premier
global VPN services and tools to enterprises," said Jim
DeMerlis, WorldCom vice president of product management. "The
advanced performance management tools we've built into Private
IP Platinum provide the next level of assurance our customers
require to confidently plan and implement their corporate
network requirements worldwide."

WorldCom's Private IP Platinum service is ideal for new and
existing VPN customers wanting to extend their network
visibility and analytical capabilities.  Using a secure Web-
based interface, customers can review and evaluate real-time and
historic VPN metrics like latency, throughput, circuit usage,
and packet loss in real-time, hourly, daily, weekly, monthly and
annual performance reporting formats.  With this level of
detail, customers can shift network resources or optimize
bandwidth to accommodate up-to-the minute business requirements.
Additionally, enterprises can more simply validate their network
performance against WorldCom's stringent, credit-bearing service
level agreements, which are some of the most competitive in the
industry.

With Private IP Platinum's highly effective, proactive
notification feature, customers can potentially avert or quickly
resolve network performance issues globally.  This advanced
design significantly reduces troubleshooting by providing a
comprehensive global look at all network systems including the
physical network, operating environment, provisioning, alarm
systems, and traffic routing mechanisms.

"The Platinum option moves WorldCom's Private IP solution up the
value stack for MPLS-based VPN users," said Steve Harris,
research manager for IDC. "Providing direct, real-time access to
VPN performance data worldwide, enables enterprises to take full
advantage of their VPN's capabilities with tangibly enhanced
levels of confidence and control.  Whether you're a current
MPLS-based VPN user seeking greater visibility into your
network's operation to optimize its performance, or if
considering migration to an IP networking solution, a monitoring
and reporting service like Private IP Platinum is worth a look."

Supported by Visual Networks' (Nasdaq: VNWK) industry-leading
performance management technology, WorldCom's Private IP
Platinum comes complete with customer premise equipment (CPE)
and software, ongoing maintenance, service management support,
access to WorldCom's Web-based reporting service and premier
troubleshooting capabilities.  The service is available
immediately for a low monthly fee per circuit.

"WorldCom is committed to using the principles of Total Quality
Management in our operations and customer support," said
DeMerlis.  "We've built quality processes into our front and
back-end service delivery in the form of feature-rich products
supported by industry-leading service level guarantees backed by
monetary credits, plus the tools customers need to monitor and
measure the quality of service we deliver."

With Private IP Platinum, customers gain access to online
reporting through the WorldCom Customer Center
(http://www.worldcom.com/us/wcc),the company's electronic
customer relationship management Web portal.  The Customer
Center also provides a 24/7 venue for WorldCom VPN customers to
order, provision, monitor, report, purchase and pay for their
WorldCom services.

WorldCom offers the most extensive suite of secure VPN and data
networking services to meet every customer's need and management
preference -- from traditional private line, frame relay and ATM
networks to advanced VPN solutions -- all backed by the highest
performance guarantees.  Each runs over WorldCom's award-winning
global IP and facilities-based data networks and is a part of
the full continuum of integrated communication products and
services WorldCom provides to enterprises of all sizes around
the world.

                     About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all-inclusive local and long-distance offering to
consumers for one fixed monthly price.  For more information, go
to http://www.worldcom.com


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004    18 - 20        +2
Finova Group          7.5%    due 2009    35 - 37        +1
Freeport-McMoran      7.5%    due 2006    92 - 94        0
Global Crossing Hldgs9 .5%    due 2009   3.5 - 4.5       +0.5
Globalstar            11.375% due 2004     6 - 7         -2.5
Lucent Technologies   6.45%   due 2029  50.5 - 52.5      -0.5
Polaroid Corporation  6.75%   due 2002   4.5 - 6.5       +1.5
Terra Industries      10.5%   due 2005    90 - 92        0
Westpoint Stevens     7.875%  due 2005    30 - 32        0
Xerox Corporation     8.0%    due 2027    61 - 63        +3


                          *********

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 ***