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        T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 24, 2003, Vol. 7, No. 17

                          Headlines

AGERE SYSTEMS: Sells West Coast Optoelectronics Assets to EMCORE
ALTERRA HEALTHCARE: NHP Sees No Adverse Effects from Bankruptcy
AMC ENTERTAINMENT: Fiscal Q3 2003 Results Show Improvement
ASIA GLOBAL CROSSING: Court Deems Utilities Adequately Assured
AT&T CANADA: Files Restructuring Plan with Ontario Court

AUXER GROUP: Units Acquires 3 Aircraft from Airframe Consultants
BAYOU STEEL: Files for Chapter 11 Reorganization in Dallas, TX
BAYOU STEEL CORP: Voluntary Chapter 11 Case Summary
BELL CANADA: Vespers Enter $13MM Debt Restructuring Transactions
BETHLEHEM STEEL: Net Capital Deficit Widens to $3BB at Dec. 31

BEVSYSTEMS INT'L: Cuts Overhead by 60% & Modifies Business Model
BITUMINOUS INSURANCE: AM Best Raises Ratings on Company & Units
BUDGET GROUP: Avis Offers to Acquire Selected European Assets
CHAMPIONLYTE PRODUCTS: Investor Group Acquires Controlling Stake
COMMERCIAL RISK: AM Best Cuts Financial Strength Ratings to B++

CONSECO FINANCE: Fitch Affirms Conseco Private Label CCMNT Notes
CONSECO INC: U.S. Trustee Appoints TOPrS Debt Holders' Committee
CORAM HEALTHCARE: Equity Committee Brings-In Lexecon as Advisors
CROWN CASTLE: Will Publish Q4 & Full-Year 2002 Results on Feb 26
DAIRY MART: Co-Exclusivity Period Extended through March 4, 2003

DARWIN NETWORKS: Deadline for Final Decree Extended to June 5
DELTA MILLS: Reports Improved Operating Results for Dec. Quarter
DIGITAL TELEPORT: Court Sets February 10, 2003 Auction Date
DOBSON COMMS: Nasdaq Panel Reverses Delisting Determination
E*TRADE GROUP: Reports Improved Operating Results for Q4 2002

EMEX CORP: Four Units File for Chapter 7 Liquidation in Denver
ENCOMPASS SERVICES: Court Okays BSI as Claims & Noticing Agent
ENRON CORP: Wants Court Nod to Redeem Class B Preferred Shares
EOTT ENERGY: U.S. Trustee Amends Creditors' Committee Membership
EXODUS COMMS: Informart Demands Debtors to Surrender Lease

FAO INC: Wants Okay to Hire Levene Neale as Chapter 11 Counsel
FLEMING COMPANIES: Will be Paying Quarterly Dividend on March 10
FREEREALTIME.COM: Emerges from Chapter 11 Bankruptcy Proceedings
GENTEK INC: Intends to Implement Key Employee Retention Programs
GENUITY: Seeks Nod for Proposed Interim Compensation Procedures

GEOWORKS CORP: Reduces Board Membership to Three from Seven
GLOBAL CROSSING: Wins Go-Signal to Dissolve Two UK Subsidiaries
GMAC COMML: Fitch Affirms Low-B & Junk Ratings on 5 Note Classes
GOLFGEAR INT'L: Names Chris Holiday as SVP for Sales & Marketing
GUESS? INC: S&P Assigns Preliminary Royalty Finance Note Rating

HARBOR INSURANCE: S&P Hatchets Financial Strength Rating to Bpi
HECLA MINING: Caps Price of 20 Million-Share Public Offering
INTEGRATED HEALTH: Court Approves Hawaii Home Settlement Pact
IT GROUP: Exclusivity Period Hearing Slated for Wednesday
KULICKE & SOFFA: First Quarter 2003 Net Loss Stays Almost Flat

LAMBERT COMMS: U.S. Trustee Wants Case Converted to Chapter 7
LEVEL 8 SYSTEMS: Nasdaq Knocks-Off Shares Effective Yesterday
LIGHTHOUSE FAST FERRY: Units File for Chapter 11 Reorg. in N.J.
LIGHTHOUSE FAST FERRY: Case Summary & 5 Largest Unsec. Creditors
LISANTI FOODS: Court Approves Amper Politziner's Engagement

LUCENT TECHNOLOGIES: Fiscal Q1 2003 Net Loss Narrows to $264MM
METRIS COMPANIES: Slashing Workforce by about 180 Employees
MIDLAND STEEL: Brings-In McDonald Hopkins as Bankruptcy Counsel
MUTUAL RISK: Fitch Cuts Junk Long-Term & Sub. Debt Ratings to C
NATIONAL AIRLINES: U.S. Trustee Wants Conversion or Dismissal

NATIONAL CENTURY: Wants Access to Lenders' Cash Collateral
NATIONSRENT INC: Asks Court to Approve Textron Master Settlement
NIAGARA FRONTIER: Gains Nod to Access $25-Million DIP Financing
NOMURA CBO: S&P Puts BB- Class A-2 Note Rating on Watch Negative
NORTHSTAR CBO: Fitch Further Junks Class A-3 Note Rating at CC

ORBITAL IMAGING: Inks Settlement Agreement with Creditors' Panel
OWENS CORNING: Joint Plan's Classification & Treatment of Claims
PEACE ARCH: Shareholders Ratify Proposed Share Issuances
PENN TREATY: Rights Offering for 6.25% Conv. Notes Expires Today
PERKINELMER INC: Board Declares Quarterly Dividend on Shares

POLAROID CORP: Court Approves Proposed Retiree Trust Agreement
PPL CORP: Working Capital Deficit Tops $788 Million at Dec. 31
PREMCOR REFINING: Fitch Rates Proposed $400MM Sr. Notes at BB-
REDBACK NETWORKS: Falls Below Nasdaq Continued Listing Criteria
RHYNO CBO: Fitch Affirms Junk Ratings on Four Classes of Notes

RIBAPHARM INC: Settles Litigation with ICN Pharmaceuticals
RMH TELESERVICES: Files Annual Report on SEC Form 10-K
SAFETY-KLEEN: Files Amended Joint Plan of Reorganization in Del.
SALTA HYDROCARBON: S&P Hatchets $234MM Notes Rating Down to CCC-
SHELBOURNE PROPERTIES: Sells Fort Lauderdale Property for $23MM

SHERRITT POWER: Reviewing Alternatives to Resolve Cash Shortfall
SONIC FOUNDRY: Appealing Nasdaq Jan. 15 Delisting Determination
STRUCTURED ENHANCED: Fitch Junks $59-Million Notes at CCC
SYSTECH RETAIL: Case Summary & Largest Unsecured Creditors
TRITON CBO: Fitch Rates 3 Note Classes at Low-B and Junk Levels

TYCO INT'L: Dec. 31 Working Capital Deficit Widens to $3 Billion
UNIGLOBE.COM: Completes $1.25 Million Term Debt Restructuring
UNITED AIRLINES: Proposes Expedited Lease Rejection Procedures
UNIVERSAL STAINLESS: Covenant Violation Under Credit Pact Likely
US AIRWAYS: Siegel Airs Disappointment with Senate Vote Hearing

WESTELL TECHNOLOGIES: Cuts Working Capital Deficit to $5 Million
WHEELING-PITTSBURGH: Asks Court to Approve Disclosure Statement

* AlixPartners Opens Offices in London and Munich
* Resilience Capital Scores Three Acquisitions in First Year

* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without

                          *********

AGERE SYSTEMS: Sells West Coast Optoelectronics Assets to EMCORE
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EMCORE Corporation (Nasdaq: EMKR), a leading provider of
semiconductor technologies for global communications, and Agere
Systems (NYSE: AGR.A, AGR.B) announced that EMCORE has acquired
Agere's West Coast optoelectronics business for $25 million in
cash.

The transaction includes assets, products, technology and
intellectual property related to Agere's cable TV optical
components, telecom access and satellite communications
operations, which had revenues of approximately $56 million in
fiscal 2002. Agere's West Coast optoelectronics group, located
in Alhambra and Irwindale, California, consists primarily of the
assets, personnel and operations of Ortel Corporation, which
Lucent Technologies acquired in April 2000.

"We are very excited about this acquisition and the growth
opportunities it creates for our Company," said Reuben F.
Richards, Jr., President and CEO of EMCORE Corporation. "We have
always been impressed with the leading edge technology and
talent of the former Ortel group. Agere's fiber optics products
increase the capacity and performance of fiber-optic networks,
enabling them to handle ever-increasing volumes of voice, video
and data communications for both cable TV and telecom access
applications. This business complements our current portfolio of
solutions for high speed data and telecommunications networking
systems, and allows us to extend our leadership into a new
market area. We are committed to helping our customers realize
the full potential of the "triple play" in voice, data and video
applications and intend to expand our existing portfolio of
digital optoelectronic products to assist our customers in
deploying fiber to the home and office."

EMCORE estimates this business will have revenue of between $30
to $40 million for the Fiscal Year ending September 30, 2003.

Agere's West Coast optoelectronics business has a workforce of
approximately 230 employees. As part of Wednesday's agreement,
215 Agere employees will join EMCORE. The business will be
consolidated into the Alhambra, California, facility, which
EMCORE will now lease and will be operated as Ortel, a division
of EMCORE. As previously announced, Agere will exit the
Irwindale, California, facility by the end of March.

"We are pleased that we have now completed the sale of our
optoelectronics operations as planned," said Sohail Khan,
executive vice president of Agere's Infrastructure Systems
Group. "We will work closely with EMCORE to ensure a smooth
transition for our cable TV, satcom and telecom access
components customers. With the exit from our optoelectronics
business, we are focusing our resources sharply on delivering
advanced chips for wireless networks, multi-service networking
and high-density storage applications. We believe that our solid
market position, product portfolio and customer set in each of
these areas strongly positions us for growth as the market
recovers."

EMCORE management will discuss the acquisition further in
conjunction with the Company's fiscal 2003 first quarter results
to be released after market on Wednesday, February 5, 2003 and a
conference call scheduled the following morning, February 6,
2003 at 9:00 a.m. eastern. To participate, U.S. and
international callers should dial 416-640-4127. A replay of the
call will be available beginning February 6, 2003 at 11:30 a.m.
eastern until February 13, 2003 at 11:59 p.m. eastern. The
replay number is 416-640-1917 and the access code is 229254#.
The call will also be web cast via the Company's web site at
http://www.emcore.com Please go to the site beforehand to
download any necessary software.

EMCORE Corporation offers a broad portfolio of compound
semiconductor products for the broadband, wireless
communications and solid state lighting markets. The Company's
integrated solutions philosophy embodies state of the art
technology, material science expertise and a shared vision of
our customer's goals and objectives to be leaders and pioneers
in the rapidly growing world of compound semiconductors.
EMCORE's solutions include: optical components for high speed
data and telecommunications; solar cells for global satellite
communications; electronic materials for wireless telephones;
MOCVD tools for the growth of GaAs, AlGaAs, InP, InGaP, InGaAlP,
InGaAsP, GaN, InGaN, AlGaN, and SiC epitaxial materials used in
numerous applications, including data and telecommunications
modules, cellular telephones, solar cells and high brightness
LEDs. For further information about EMCORE, visit
http://www.emcore.com

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high- density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers. More information about Agere Systems is
available from its Web site at http://www.agere.com


ALTERRA HEALTHCARE: NHP Sees No Adverse Effects from Bankruptcy
---------------------------------------------------------------
Alterra Corporation (Amex: ALI), the largest customer of
Nationwide Health Properties, Inc., (NYSE: NHP) accounting for
14% of NHP's revenues for the year ended December 31, 2002,
announced that it had commenced its Chapter 11 bankruptcy
reorganization.

"[Wednes]day's largely pre-negotiated Chapter 11 filing by
Alterra is something we have anticipated and discussed for over
a year now," commented R. Bruce Andrews, NHP's President and
CEO. "We understand that Alterra has been restructuring out of
court for over two years with a goal of going into the final
bankruptcy phase with a selected portfolio of properties that
for the most part is intended to be the core of its restructured
business. That includes our and our joint venture's primarily
master leased portfolios, which combined account for about 25%
of Alterra's properties. In short, while no definitive
assurances can be given in a bankruptcy, we expect to continue
to be paid our rent and have all of our leases with them
affirmed and, accordingly, do not expect to be adversely
affected by this proceeding."

NHP's directly owned Alterra portfolio (excluding contracted
dispositions) consists of a master lease covering 52 assisted
living facilities and seven individual leases cross-defaulted to
the master lease. In addition, its joint venture portfolio has
two master leases with Alterra covering 49 properties. Based on
information provided by Alterra, the 2002 rent coverage was 1.3
for each portfolio.

Nationwide Health Properties, Inc., is a real estate investment
trust that invests in senior housing and long-term care
facilities. The Company and its joint venture have investments
in 388 facilities in 38 states. For more information on
Nationwide Health Properties, Inc., visit the Web site at
http://www.nhp-reit.com


AMC ENTERTAINMENT: Fiscal Q3 2003 Results Show Improvement
----------------------------------------------------------
AMC Entertainment Inc. (AMEX: AEN), one of the world's leading
theatrical exhibition companies, reported record third quarter
revenues and Adjusted EBITDA for the quarter ended Dec. 26,
2002.

Revenues for the third quarter grew to $432 million. On a pro-
forma basis, which treats the results from the recent General
Cinema and Gulf States acquisitions as if acquired at the
beginning of fiscal 2002, revenues increased 8 percent from pro-
forma revenues of $402 million in the year-ago quarter. Not
considering pro-forma impacts, third quarter revenues increased
37 percent from $317 million in the same period last year. For
fiscal 2003 to date, AMC posted revenues of $1.35 billion, an
increase of 7 percent over pro-forma revenues of $1.26 billion
in the first 39 weeks of fiscal 2002. Not considering pro-forma
impacts, fiscal year-to-date revenues increased 34 percent from
$1 billion in the year-ago period.

Adjusted EBITDA (as defined in the attached Financial Summary)
of $55 million for the third quarter was up 25 percent from pro-
forma Adjusted EBITDA of $44 million for the third quarter last
year. Not considering pro-forma impacts, Adjusted EBITDA was up
66 percent from $33 million in the same quarter last year.
Adjusted EBITDA for the year to date stood at $178 million, up
13 percent from pro-forma adjusted EBITDA of $157 million in the
year-ago period. Not considering pro-forma impacts, fiscal year-
to-date Adjusted EBITDA increased 45 percent from $123 million
in the same period last year.

"AMC's top-performing theatre portfolio once again combined with
solid film product to produce record results," said Peter Brown,
chairman and chief executive officer. "The dramatic increase in
quarterly and year-to-date Adjusted EBITDA reflects continued
successful execution of our strategic growth plan."

Net loss for common shares for the third quarter was $4.9
million, compared to pro-forma net loss for common shares of
$16.4 million in last year's third quarter. Not considering pro-
forma impacts, net loss for common shares was $16.8 million in
the year-ago quarter. The third quarter's net loss of 14 cents
per diluted share compares to pro-forma net loss of 63 cents per
diluted share in the third quarter of last year and net loss not
considering pro-forma impacts of 72 cents per diluted share in
the same period last year.

For the fiscal year to date, AMC reported a net loss for common
shares of $23.2 million (64 cents per diluted share). That
compares to a pro-forma net loss for common shares of $18.1
million (70 cents per diluted share) and a net loss not
considering pro-forma impacts of $22.5 million (96 cents per
common share) in the same period last year.

Highlights of the quarter included:

     --  Total revenues and Adjusted EBITDA were both third
         quarter records.

     --  Continued delivery of positive Free Cash Flow (After
         Tax Cash Flow less Capital Expenditures, Net).

     --  Continued balance sheet strength.

     --  Successful opening of three new high-performance
         megaplex theatres in Chicago, Dallas/Ft. Worth, and
         Northern California.

AMC Entertainment Inc., is a leader in the theatrical exhibition
industry. Through its circuit of AMC Theatres, the Company
operates 240 theatres with 3,532 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain, Sweden and
the United Kingdom. Its Common Stock trades on the American
Stock Exchange under the symbol AEN. The Company, headquartered
in Kansas City, Mo., has a Web site at
http://www.amctheatres.com

                           *   *   *

As previously reported, Standard & Poor's raised its corporate
credit rating on AMC Entertainment Inc., to single-'B' from
single-'B'-minus based on positive financial policy developments
at the company.

At the same time, Standard & Poor's raised its subordinated debt
ratings on AMC to triple-'C'-plus from triple-'C' and removed
all of the ratings from CreditWatch. The current outlook is
positive.

AMC Entertainment Inc.'s 9.875% bonds due 2012 (AEN12USR1) are
trading at about 99 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AEN12USR1for
real-time bond pricing.


ASIA GLOBAL CROSSING: Court Deems Utilities Adequately Assured
--------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates obtained
issuance of an order from the U.S. Bankruptcy Court for the
Southern District of New York (in Manhattan):

  A. prohibiting the Utility Companies from altering, refusing
     or discontinuing any Utility Services; and

  B. determining that the Utility Companies have "adequate
     assurance of payment " within the meaning of Section 366 of
     the Bankruptcy Code, without the need for payment of
     additional deposits or security.

As proposed, the Debtors will provide adequate assurance of
payment in the form of payment as an administrative expense of
their chapter 11 estates pursuant to Sections 503(b) and
507(a)(1) of the Bankruptcy Code of all valid charges for
Utility Services rendered to the Debtors by the Utility
Companies on or after the Petition Date. (Global Crossing
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AT&T CANADA: Files Restructuring Plan with Ontario Court
--------------------------------------------------------
AT&T Canada, Canada's largest competitor to the incumbent
telecom companies, filed its Restructuring Plan and related
Information Circular with the Ontario Superior Court of Justice
and is proceeding to mail these materials to its bondholders and
other affected creditors for their vote of approval at a
February 20, 2003 meeting.

The Plan, which reflects the previously announced agreement in
principle, has been approved by AT&T Canada's Board of Directors
and has the support of the Court-Appointed Monitor, the
Company's Restricted Bondholder Committee and its financial and
legal advisors. The Restricted Bondholder Committee believes
that the Plan is fair and reasonable and in the best interests
of the bondholders and recommends that bondholders vote in favor
of the Plan.

The Plan will restructure the Company's balance sheet and
equity, afford recovery for its bondholders and other affected
creditors, and provide AT&T Canada with the capital structure
needed to support long-term growth. Upon approval of the Plan by
the bondholders and other affected creditors and the Court, AT&T
Canada expects to emerge from CCAA proceedings at the end of the
first quarter of 2003 as a fully independent company with
positive cash flow and no long-term debt.

"I am pleased to report that this Plan achieves the goals we set
for ourselves and the commitments we made to our stakeholders,
within our stated timeframe. It restructures our capital and
equity, affords recovery for our bondholders and other affected
creditors, and provides for the Company's financial stability
and economic viability, thereby positioning AT&T Canada as a
highly competitive and fully independent force in the Canadian
telecom marketplace," said Purdy Crawford, Chairman of the
Company's Board of Directors. "And I want to acknowledge the
constructive and positive contributions made by the Restricted
Bondholder Committee and their representatives throughout this
process."

Key elements of the Plan include:

     - AT&T Canada's bondholders and other affected creditors
will receive a pro-rata combination of cash, in an aggregate
amount, which is currently estimated to be $240 million, but
will not be less than $200 million and 100% of the new equity in
the company in exchange for all of AT&T Canada's outstanding
public debt and affected claims.

     - The equity will be comprised of Common and Limited Voting
Shares. In compliance with the Canadian Telecommunications Act,
Canadian resident bondholders and other affected creditors will
receive, in the aggregate, 66-2/3% of the Common Shares and,
other bondholders and affected creditors will receive 33-1/3% of
the Common Shares and 100% of the Limited Voting Shares. No one
creditor will receive greater than 10% of the Common Shares
issued under the Plan.

     - The Plan includes a Shareholder Rights Plan to ensure
that all shareholders are treated equally in the event any
shareholder acquires more than 10% of the Common Shares, or 20%
of the total equity of the Company.

     - Bondholders and other affected creditors will receive an
approximate 17.4% recovery (part in cash, part in shares of the
Company) on their claims, based solely upon the mid-point value
of the estimated Reorganization Value range of approximately
$773.4 million to $873.4 million as determined by Greenhill &
Co., LLC, the Company's financial advisors. The estimate of the
Reorganization Value is not necessarily indicative of actual
outcome or recovery for bondholders and other affected
creditors, which may be significantly more or less favorable
than those set forth in this estimate. Greenhill's estimate of
Reorganization Value is qualified in its entirety by the
qualifications and assumptions set forth in the Information
Circular.

     - The Company intends to seek a listing on the Toronto
Stock Exchange to enable it to emerge from CCAA as a listed
company. In addition, the Company intends to seek a listing on
the NASDAQ National Market System.

     - A new Board of Directors of AT&T Canada will be
established upon implementation of the Plan. The new Board
nominees will include some of Canada's top business and telecom
leaders, namely Purdy Crawford, John McLennan, Gerald E.
Beasley, William A. Etherington, Deryk I. King, Ian D.
Mansfield, Ian M. McKinnon, Jane Mowat, and Daniel F. Sullivan.

     - Holders of Common Shares initially will have the right to
elect five of nine Directors and holders of the Limited Voting
Shares initially have the right to elect the other four
Directors.

     - The Company will emerge at the end of the first quarter
of 2003 with positive cash flow and no long-term debt.

"We entered the CCAA process to implement a solution rather than
to confront a problem and the Plan we have filed today does just
that," said John McLennan, AT&T Canada's Vice Chairman and CEO.
"With this Plan, AT&T Canada is entering the final stage of our
strategy to position the Company as a strong competitor for the
long-term. This Plan will enable us to complete our capital
restructuring process at the end of the first quarter of 2003
with no long- term debt, create a strong value proposition for
our customers, present continued opportunities for our employees
and achieve attractive long-term growth potential for our new
shareholders. I want to thank our valued customers, ongoing
suppliers and employees for their continued support while we
worked to achieve our goal."

Acceptance of the Plan requires that it be approved by a
majority in number of the bondholders and other affected
creditors, voting in a single class at the Meeting (in person or
by proxy), and that represent at least 66-2/3 % in value of the
votes of the bondholders and other affected creditors that vote
at the meeting (in person or by proxy).

Evan D. Flaschen of Bingham McCutchen LLP, U.S. Counsel for the
Ad Hoc Bondholder Committee, stated, "After months of extensive
negotiations and collaboration with the Company, we believe this
Plan will position AT&T Canada as a strong and successful
competitor and, thus, provides the greatest value to bondholders
through their new equity stake. Therefore, we are recommending
that the bondholders approve this Plan as a fair and reasonable
compromise."

The meeting of bondholders and other affected creditors will be
held on February 20, 2003 at 10:00 a.m. (ET) at the Fairmont
Royal York Hotel, in Toronto.

Subject to the Plan being approved at the creditors' meeting, a
hearing will be conducted before the Court to sanction the Plan
on February 25, 2003.

The Plan and related Information Circular are available on AT&T
Canada's Web site at http://www.attcanada.com

As the Company announced last week, it has established a set of
transitional commercial agreements with AT&T Corp., defining how
the Company will transition to a fully independent and re-
branded company. The execution of these agreements has been
ratified by the Ontario Superior Court of Justice and will take
effect upon similar approval of the U.S. Bankruptcy Court.

John MacDonald, President and Chief Operating Officer of AT&T
Canada, noted "I believe the support shown by our customers will
be rewarded with our emergence from the restructuring process as
a revitalized, fully independent and re-branded company. We know
the Canadian market and understand the needs of Canadian
business. We also have the certainty, continuity and flexibility
provided by our recently announced transitional commercial
relationship with AT&T Corp. Put it all together and we will
have the national business platform and network capability to
provide customers with the superior level of service they have
come to expect of us."

Mr. McLennan concluded, "We are very excited about our company's
future. We have a strong and sizable customer base that includes
many of Canada's blue chip companies, and we strongly believe
that our market knowledge, local presence and first-rate sales
force give us a competitive advantage over any other telecom
provider when it comes to serving the needs of Canadian
businesses. With a new ownership structure combined with a
strong management team and the continuity and flexibility
resulting from our transitional relationship with AT&T Corp., we
will compete and win as a fully independent and re-branded
Canadian telecom company."

AT&T Canada Board of Director Nominees:

     - Purdy Crawford, Chairman of the Board of Directors of
AT&T Canada and Counsel to the law firm of Osler, Hoskin &
Harcourt LLP.

     - John McLennan, Vice Chairman and Chief Executive Officer
of AT&T Canada.

     - Gerald E. Beasley, a Corporate Director who served in a
number of senior positions during his 32-year career with the
Canadian Imperial Bank of Commerce, most recently as Senior
Executive Vice President, Risk Management between 1994 and his
retirement in 2000.

     - William A. Etherington, a Corporate Director who held a
number of management positions during his 37-year career with
IBM. He retired in 2001 as Senior Vice President and Group
Executive, Sales and Distribution, IBM Corporation and as
Chairman, President and Chief Executive Officer of IBM World
Trade Corporation.

     - Deryk I. King, President and Chief Executive Officer of
Centrica North America. He previously served as Group Managing
Director of PowerGen plc in the United Kingdom and held a number
of international sales and marketing positions with Air Products
Ltd., and Imperial Chemical Industries Ltd.

     - Ian D. Mansfield, Chief Executive Officer/Commissioner of
the Canadian Professional Golf Tour. His previous experience
includes a 30-year career with TELUS Corp., from which he
retired as Executive Vice President and as President of TELUS
Communications. He also served as chief negotiator leading to
the company's merger with BC Tel.

     - Ian M. McKinnon, President, Chief Executive Officer and a
director of Certicom. He served previously as CEO in a number of
software company turnaround situations. He also served in senior
sales and management roles with Digital Equipment Corporation in
Canada and Singapore between 1981 and 1994.

     - Jane Mowat, a Business Consultant. She served previously
as Executive Vice President, Chief Financial Officer, a director
and a member of the Office of the Chief Executive of Centrinity,
Inc. Her experience also includes service as General Manager of
IBM Global Financing and as Chief Financial Officer of ISM
Information System Management Corporation.

     - Daniel F. Sullivan, Deputy Chairman and Director, Scotia
Capital Inc. He has held a number of senior positions since
joining that company in 1968, including Head of Corporate
Finance and Executive Vice President. He is a previous Chairman
of The Toronto Stock Exchange and of the Investment Dealers
Association of Canada.

AT&T Canada is the country's largest national competitive
broadband business services provider and competitive local
exchange carrier, and a leader in Internet and E-Business
Solutions. With over 18,700 route kilometers of local and long
haul broadband fiber optic network, world class data, Internet,
web hosting and e-business enabling capabilities, AT&T Canada
provides a full range of integrated communications products and
services to help Canadian businesses communicate locally,
nationally and globally. Visit AT&T Canada's Web site at
http://www.attcanada.comfor more information about the Company.

AT&T Canada Inc.'s 7.65% bonds due 2006 (ATTC06CAR1) are trading
at about 18 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC06CAR1
for real-time bond pricing.


AUXER GROUP: Units Acquires 3 Aircraft from Airframe Consultants
----------------------------------------------------------------
The Auxer Group, Inc.'s (OTCBB:AXGI) wholly owned subsidiary,
Viva Airlines, Inc., has issued a letter of intent to purchase 3
Boeing 727-200 aircraft from Airframe Consultants, Inc., of
Miami, Florida.

Robert Scott, Auxer's Chairman, said, "The Boeing 727-200's will
be modified with interior upgrades and enhanced audio-visual
accessories. We want to provide our passengers with a
comfortable and enjoyable air travel experience. We are pleased
that we were able to secure the purchase of these planes through
a collateralized loan and not through any liquidation of the
company's common stock. Going forward, the plan is to operate
these 727-200's for the balance of 2003 and then have them
converted to Super 27's in 2004. Our intentions are to engage
Rohr, Inc. a division of Goodrich Aerostructures Group that
specializes in conversions of this nature. It is our belief that
a conversion to the super 27 could add 10 years useful life to
the aircraft."

The Auxer Group's September 30, 2002 balance sheet shows a
working capital deficit of about $1.5 million, and a total
shareholders' equity deficit of about $2.5 million.


BAYOU STEEL: Files for Chapter 11 Reorganization in Dallas, TX
--------------------------------------------------------------
Bayou Steel Corporation (AMEX:BYX) filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in the Northern District of Texas, Dallas Division on
January 22, 2003.

The filing is a vital component of the Company's strategy to
preserve assets, improve its liquidity, and increase its
financial vitality. The Chapter 11 filing will also provide
Bayou with the necessary time to stabilize the Company's
finances and implement a strategic plan that will ensure the
return of sustained profitability to the Company.

According to Jerry Pitts, President and Chief Operating Officer
of Bayou Steel, "While the decision to file a Chapter 11
petition was very difficult, we believe it was necessary to
obtain the time needed to stabilize Company finances and
implement a plan to ensure long-term viability. Recently, we
have been encouraged by an increase in shipments and an
announced $15 per ton price increase that will be fully
implemented by April."

Pitts stressed that the filing will provide a stable work
environment for Bayou's approximately 510 employees, and will
allow the company to fulfill existing and future obligations to
its customers. "We will continue business operations as usual
during this period, meeting customer obligations, and providing
quality products and services as we seek to increase market
share," Pitts said.

The Company also announced that it continues to negotiate for
debtor-in-possession (DIP) financing with the existing senior
secured lender, subject to court approval. A subsequent
announcement with respect to the DIP financing will be made
shortly.

The U.S. Bankruptcy Code allows a company to continue to operate
its business as usual and provides special protections for
vendors, suppliers, employees and others who provide goods and
services to that company after the filing. Pitts emphasized that
Bayou's relationships with key suppliers and customers remain
intact.

Pitts also noted, "Bayou's employees, suppliers and customers
have sustained and supported us throughout these difficult
times. We are very grateful for their loyalty and look forward
to working together to emerge successfully."

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


BAYOU STEEL CORP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Bayou Steel Corp.
             2777 Stemmons Freeway,
             Suite 2000, al
             Dallas, Texas 75207

Bankruptcy Case No.: 03-30816

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     River Road Realty Corp.                    03-30817
     Bayou Steel Corp. (Tennessee)              03-30818

Type of Business: The Debtor is a producer of light structural
                  shapes and merchant bar steel products.

Chapter 11 Petition Date: January 22, 2003

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan, Tarpley, Andrews & Foley, LLP
                  1700 Pacific Ave., Suite 2600
                  Dallas, TX 75201
                  Tel: 214-840-5300

Total Assets: $176,113,143

Total Debts: $163,402,260


BELL CANADA: Vespers Enter $13MM Debt Restructuring Transactions
----------------------------------------------------------------
Bell Canada International Inc., (NASDAQ:BCICF) (TSX:BI)
announced that Vesper S.A. and Vesper Sao Paulo S.A. have
entered into transactions which will result in a reduction of
approximately US$13 million of the principal amount of debt owed
by the Vespers to certain Brazilian banks, a portion of which
debt is guaranteed by BCI.

As part of the November 2001 financial restructuring of the
Vespers, BCI entered into agreements to guarantee up to 31.4% of
the Vesper Debt, subject to a cap of US$32.3 million. As a
result of this reduction of the Vesper Debt and based on a
Brazilian real to US dollar exchange rate of 3.36, BCI's
obligations under the Vesper Guarantees will be approximately
US$21 million. This guarantee exposure will however fluctuate if
there are further reductions in the Vesper Debt and with changes
to the Brazilian real to US dollar exchange rate, subject to the
maximum cap of US$32.3 million.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an
orderly fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing
the net proceeds to its stakeholders and dissolving the company.
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF. Visit
the Company's Web site at http://www.bci.ca


BETHLEHEM STEEL: Net Capital Deficit Widens to $3BB at Dec. 31
--------------------------------------------------------------
Bethlehem Steel Corporation (OTCBB:BHMSQ) reported a loss for
the fourth quarter of 2002 of $429 million, compared to $54
million for the third quarter of 2002 and $547 million for the
fourth quarter of 2001. For the year ended December 31, 2002,
Bethlehem's net loss was $700 million compared to the $1.9
billion for 2001.

"As expected, our fourth quarter 2002 operating results were
worse than the third quarter as a result of the seasonal decline
in shipments and increased costs," said Robert "Steve" Miller,
Jr., Chairman and Chief Executive Officer of Bethlehem Steel.
"Steel consumption in the automotive market remains strong,
however consumption in other markets is depressed due to
seasonal shutdowns and continued weakness in capital investment.
Our costs per ton shipped increased from several seasonal
planned maintenance outages during the fourth quarter and
because of lower seasonal production volume and shipments.

"For the year 2002, we have significantly improved our financial
performance, mainly from improvements in prices and product mix.
However, we continue to report significant accounting losses
primarily because of the 'legacy' costs for pensions and retiree
healthcare and life insurance. Without the $427 million of these
expenses for 2002, we would have reported net income before
unusual charges of $131 million.

"We ended the fourth quarter of 2002 with liquidity of about
$200 million compared to $234 million last quarter. Our positive
cash flow from operations was used for an environmental and
other maintaining capital projects and repayment of secured debt
and other financing payments. Also, amounts available under our
accounts receivable borrowing facility declined at year-end
because of low seasonal shipments. We expect January shipments
to restore our accounts receivable borrowing base. Our
bankruptcy related credit facilities mature on October 15, 2003,
and there is no assurance that we will be able to extend the
maturity or refinance the amounts. We currently have sufficient
liquidity to pursue various strategic alternatives toward
reorganization.

"On January 6, 2003, we received a proposal from International
Steel Group (ISG) to purchase substantially all of our assets
and to assume certain liabilities. Our analysis of the proposal
is continuing. We expect to make a recommendation to our Board
of Directors on January 29, whether to accept the offer or
pursue other options, including a stand-alone plan of
reorganization. ISG, under the terms of their proposal, would
assume our post-petition trade payables. It appears, however,
that the return to our unsecured pre-petition creditors under
the ISG proposal will not be significant and any return to our
stockholders appears unlikely.

"As previously reported, the Pension Benefit Guaranty
Corporation (PBGC) notified us of their intention to terminate
our pension plan effective December 18, 2002. Although not
unexpected, the timing of the termination has increased the
potential cost to Bethlehem to restructure our workforce as part
of our reorganization while under the protection of chapter 11.
Accordingly, we are presently studying our legal options. A
termination would not, however, eliminate the PBGC's unsecured
claim related to our unfunded pension obligation. Any recovery
by the PBGC, along with other unsecured creditor claims, would
be determined by the bankruptcy court as part of any plan of
reorganization. As a result of the PBGC's actions, however, we
will not recognize pension expense in 2003 for our defined
benefit pension plan.

"We continue our discussions with the United Steelworkers of
America to allow Bethlehem, whether as a stand-alone company or
as an acquisition candidate, to become cost competitive with
restructured integrated producers and mini-mills. Our unfunded
retiree healthcare and life insurance obligation, most of which
applies to our USWA represented employees and retirees, remains
unresolved. A new, competitive labor agreement and the
resolution of these OPEB benefits are the keys to Bethlehem's
ability to emerge from chapter 11 protection or be acquired.

"We believe the U.S. economy will grow at about a 2% to 3% rate.
We expect steel consumption in 2003 to increase about 2% to
about 116 million tons compared with 114 million tons last year.
Steel industry shipments are expected to increase by about 4%
during 2003. We expect automotive sales will continue to be
strong in 2003. However, the machinery and construction markets
are expected to remain depressed, with only a slight improvement
in the latter half of 2003. Prices, which increased throughout
most of 2002, are beginning to moderate but we expect average
realized prices for the year 2003 will be above last year.
Imports are expected to increase slightly in 2003 as section 201
tariffs are scheduled to decline in March."

                         Unusual Items

As a result of the PBGC's intent to terminate our pension plan,
we recorded a $176 million non-cash charge in the fourth quarter
2002 as required by generally accepted accounting principles.
Going forward, we will no longer record any expense for that
pension plan.

"We continually analyze our ability to recover the carrying
value of our long-lived assets. In the fourth quarter, based on
the facts and circumstances that had been evolving, we
determined that the carrying value of certain assets exceeded
the related expected future cash flows. Accordingly, we
recognized non-cash impairment losses of $89 million,
principally for Pennsylvania Steel Technologies in Steelton,
Pennsylvania. During the fourth quarter 2002, we reduced about
245 represented positions at Pennsylvania Steel Technologies and
about 290 non-represented salaried positions. As a result, we
recorded a $76 million charge to account for the required
employee benefit costs. Earlier in 2002, we recorded a $2.5
million charge for our permanently idled pipe mill in Steelton,
Pennsylvania.

"As a result of an administrative order received from and based
on discussions with the Pennsylvania Department of Environmental
Protection regarding future requirements related to managing the
acid mine drainage at our various closed coal mine facilities,
we increased our estimate of total probable future spending and
recorded a $17 million non-cash charge during the fourth quarter
2002. Earlier in 2002, we recorded a $20 million non-cash charge
to reflect Bethlehem's most current estimate of the total
probable remediation costs at Lackawanna, New York, based on
discussions with the New York Department of Environmental
Conservation. The cash requirements for these remediation
activities are expected to be expended ultimately over a
protracted period of years.

"During the third quarter of 2002, we determined that our
ownership percentage of Hibbing Taconite, our iron ore joint
venture in Minnesota, exceeded the future iron ore requirements
at our Burns Harbor plant and sold an 8% interest in the venture
and excess ore inventory. As a result, we recognized a total
loss of $10 million from these transactions ($8 million during
the third quarter and $2 million during the fourth quarter).
This avoided temporary production shutdowns of the iron ore
facility that would have increased our costs and consumed cash
in excess of the loss recognized.

"Earlier in 2002, our D blast furnace at Burns Harbor
experienced a mechanical failure which resulted in an extended
repair outage and lost production. The furnace was returned to
full operation in June. During the fourth quarter 2002 we
increased by $3 million our expected minimum insurance recovery
for this failure based on agreements with our insurance
companies. The combination of the repair costs, unabsorbed costs
from lost production and other related costs increased our net
loss for 2002 by about $24 million, including carryover higher
costs of $7 million from a separate blast furnace outage that
occurred in the fourth quarter of 2001. Approximately $26
million of costs were incurred during 2001 for that outage.

"The $10 million income tax benefit recorded in 2002 represents
a tax refund as a result of the "Job Creation and Workers
Assistance Act of 2002" that was enacted March 8, 2002. The Act
provides us the ability to carry back a portion of our 2001
Alternative Minimum Tax loss for a refund of taxes paid in prior
years that was not previously available. We received the refund
in July 2002.

"Unusual non-cash charges for the year ended December 31, 2001
included fully reserving our net deferred tax asset, charges for
the impairment of goodwill and two of our operating facilities,
employee benefit charges for the termination of non-represented
salaried employees, a provision for closure of our Lackawanna,
New York coke plant, a gain on the sale of our interest in a
Brazilian iron ore property, and writing off our equity
investment in a joint venture that ceased operations. During the
second quarter of 2001, it was determined that the cumulative
financial accounting losses had reached the point that fully
reserving the deferred tax asset was required. See Notes 5 and 8
to the accompanying Notes to December 31, 2002 Consolidated
Financial Statements for further details on these items."

                         Financial Results

"Excluding unusual items previously mentioned, our fourth
quarter 2002 net loss is $72 million compared to a $41 million
net loss for the third quarter of 2002. This increased loss
resulted principally from lower seasonal raw steel production
and shipments. Although steel consumption in the automotive
market remains strong, consumption in other markets remains
depressed. During the quarter our costs per ton shipped
increased from several planned maintenance outages at our light
flat rolled plants and lower production and shipment volume.

"Bethlehem's net loss before unusual items of $72 million for
the fourth quarter of 2002 is a $98 million improvement over the
prior year net loss of $170 million. This improvement resulted
mainly from increased prices and a better product mix. Average
realized prices, on a constant mix basis, increased by about 13%
from the prior year. Our mix of products shipped improved, as
our percentage of higher valued coated products increased and we
reduced the percentage of lower valued hot-rolled products.

"Our net loss before unusual items for the year 2002 is $296
million compared to a net loss of $568 million for 2001. The
improvement is mainly attributable to increased prices and a
better product mix. Average realized prices, on a constant mix
basis, have increased by about 6% from the prior year. Our mix
of products shipped improved, as our percentage of higher valued
cold-rolled, coated and tin products increased and the
percentage of lower valued hot-rolled and secondary products was
reduced. We were able to offset our higher pension and OPEB
expense principally through reducing our workforce and improving
the performance of our new cold mill at Sparrows Point. Interest
expense also declined by about $39 million because contractual
interest on unsecured debt was not recorded as a result of our
chapter 11 filing."

Bethlehem Steel Corporation's December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $3.4
billion, up from a deficit of $1.7 billion recorded a year ago.

On October 15, 2001, Bethlehem Steel Corporation and 22 of its
wholly owned subsidiaries (collectively, the Debtors) filed
voluntary petitions under chapter 11 of the United States
Bankruptcy Code (the Code) in the United States Bankruptcy Court
for the Southern District of New York (the Court). Bethlehem
continues to manage its properties and operate its businesses
under Sections 1107 and 1108 of the Code as a debtor-in-
possession. Due to material uncertainties, it is not possible to
predict the length of time the Debtors will operate under
chapter 11 protection, the outcome of the reorganization in
general, the effect of the reorganization on the Debtors'
businesses or the recovery by creditors of the Debtors and
equity holders of Bethlehem.

Bethlehem continues to pursue various strategic alternatives
including, among other things, possible consolidation
opportunities, joint ventures with other steel operations, a
stand-alone plan of reorganization and liquidation of part or
all of Bethlehem's assets. Also, see Note 3. There can be no
assurance that any such alternatives will be implemented. After
further consideration of such alternatives and negotiations with
various parties in interest, Bethlehem expects to present a
chapter 11 plan. That plan will likely cause a material change
to the carrying amount of assets and liabilities in the
financial statements.

Bethlehem has an exclusive right to file a chapter 11 plan
through January 31, 2003. Bethlehem has filed a motion with the
Court to extend this exclusivity right to September 30, 2003.
The Court hearing on the motion is scheduled for January 30,
2003.

The bar date for creditors, other than employees and former
employees, to file proofs of claim with the Court was September
30, 2002. Differences between the amounts reflected on
Bethlehem's records and claims by creditors will be investigated
and resolved in our claims resolution process. That process has
commenced and, in light of the number of claims filed, will take
considerable time to complete. It is reasonably possible the
amount of claims ultimately allowed by the Court will differ
materially from amounts presently recorded by Bethlehem. The
ultimate number and amount of claims is not currently capable of
being reasonably estimated.


BEVSYSTEMS INT'L: Cuts Overhead by 60% & Modifies Business Model
----------------------------------------------------------------
BEVsystems International Inc., (OTCBB:BEVI) announced that as
part of its previously announced multi-step restructuring plan,
it has begun far-reaching changes to its core business. The new
strategic direction will focus on three areas to include
transitioning from a direct sales organization for sales and
distribution to an expansion of local and international
licensees and products; continuing the reduction in its overhead
expenses while restructuring the balance sheet; and commencing a
multi-step recapitalization of the Company through new efforts
that will include benefits for its existing shareholders.

Following in the footsteps of beverage leaders like Coca-Cola
and Pepsico, the Company will begin to reduce costs and
streamline production by utilizing co-packing arrangements
instead of manufacturing goods in their own bottling plant. The
cost savings achieved through co-packing will allow the product
to become more competitively priced. The Company has received
offers from many co-packers that wish to produce BEVsystems
products, both locally and internationally, and hopes to
finalize contracts in the upcoming weeks.

As part of this business model transition from manufacturer to
out-sourcing of production the Company is announcing plans to
sell the operations facility in Clearwater, Florida.

Expanding and supporting its licensee base will allow the
Company to reach a wider geographic area and larger consumer
base, while reducing direct product costs. Licensees will absorb
the costs of marketing and distribution of Life O2 in their
exclusive territories, and co-packing arrangements will reduce
production costs. The net effect will assist BEVsystems in
achieving greater distribution, sales, and revenues, while
driving down overhead and increasing profits.

G. Robert Tatum, BEVsystems CEO, said: "By lending our marketing
strength to help brand additional beverage products, cutting
production costs by utilizing co-packers and by shifting our
cash flow from supporting an expensive direct sales force to
expanding and supporting our licensees, BEVsystems will be more
in-line with a business plan that is driven to achieve
profitability. Although the Company has sustained a terrible
decline lately with our stock price, these measures to re-direct
the company's precious cash flow while continuing to grow the
product availability and increase revenues, should indicate our
commitment to our shareholders and to consumers of Life O2."

To further improve margins, the company has implemented numerous
steps to reduce costs and streamline operations. BEVsystems has
moved into smaller offices, reduced staffing at the executive
level, eliminated and/or combined several positions, implemented
salary cuts, and lowered overall benefits costs by such actions
as requiring employees to offset rising healthcare premiums with
additional co-pay amounts.

"We have made rapid progress toward finalizing co-packing
arrangements, licensing our technology in additional
international markets, and acquiring new beverage products for
our worldwide distribution network. Details about these
contracts will be announced shortly," said Tatum.

As part of the next phase of re-structuring its balance sheet,
the Company intends to issue both stock dividends, as well as to
initiate a favorable rights offering to its current
shareholders. Additionally, the Company will convert some of its
debt into equity, and will finalize the schedule for a three-
step equity financing plan, for which a portion has already been
committed.

As a result of the move of our offices, our new telephone number
is 786/425-0811. The fax is 786/425-0816. Email and website
addresses remain unchanged. The company plans to have an
investor conference call soon. Details of the Conference Call
will be announced through an additional Press Release and on the
corporate Web site http://www.bevsystems.net

Miami-based BEVsystems International Inc., (OTCBB:BEVI) is a
fast-growing leader in the premium beverage industry. With sales
in 22 countries, the success of its flagship Life02
SuperOxygenated Water brand, infused with up to 1,500 percent
more oxygen via patented process and technology innovations,
underscores BEVsystems' commitment to research and technology to
deliver superior quality beverage products. A recently published
peer review study in The European Journal of Medical Research
details the medical benefits of oxygen-enriched water. Visit
http://www.bevsystems.com


BITUMINOUS INSURANCE: AM Best Raises Ratings on Company & Units
---------------------------------------------------------------
A.M. Best Co., has upgraded the financial strength ratings of
Bituminous Insurance Companies to A+ (Superior) from A
(Excellent), Old Republic Union Insurance Company to A
(Excellent) from B++ (Very Good) (both of Illinois) and Old
Republic Minnehoma Insurance Company (Arizona) to A- (Excellent)
from B+ (Very Good). Each of the ratings have been assigned
stable outlooks.

Bituminous' rating reflects its strong capitalization and solid
operating profitability derived from its disciplined
underwriting approach and emphasis on loss control, claims
handling and other insurance related services. The rating also
considers Bituminous' expertise in underwriting specialty risk
transfer programs for the forest products, oil and gas and
construction industries. Bituminous' capital position is largely
reflective of additional economic value embedded in loss
reserves and moderate underwriting leverage. It also benefits
from the financial flexibility and operational support afforded
by its ultimate parent, Old Republic International Corporation
(NYSE: ORI).

These strengths are moderately offset by exposure to fluctuating
market values from common stock investments and reduced
favorable loss reserve development in recent years. The exposure
to equity investments was evident in the increased level of
unrealized capital losses in 2002. However, given Bituminous'
strong capitalization, proven track record of favorable earnings
and solid market position as it benefits from hardening rates,
A.M. Best views the rating outlook as stable.

Old Republic Union's rating reflects its strategic role within
the Old Republic General Insurance Group and excellent
capitalization. It will continue to write a small book of
surplus lines business for Great West Casualty Company
(Nebraska), where it retains a small portion and will begin to
write a commercial liability book of business currently written
by Old Republic Insurance Company (Pennsylvania).

Old Republic Minnehoma's rating reflects its solid
capitalization and favorable operating results. The rating also
recognizes the company's strategic role within the Old Republic
General Insurance Group, writing collateral protection and auto
warranty business and its expertise within these specialized
businesses.

Finally, A.M. Best has affirmed the financial strength ratings
of the remaining subsidiaries of the Old Republic General
Insurance Group.

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


BUDGET GROUP: Avis Offers to Acquire Selected European Assets
-------------------------------------------------------------
Avis Europe plc, the leading car rental company in Europe,
Africa, the Middle East, and Asia, signed an agreement to
acquire certain assets of Budget International, including the
rights to use the trademark and name throughout Europe, the
Middle East and Africa, together with the existing Budget
licensee agreements and royalty streams in those territories.

The acquisition is still subject to confirmation through the US
Chapter 11 court process, and reaching a separate agreement with
the administrator in France. It is anticipated that completion
will take place towards the end of February.

The aggregate purchase price will be $20 million in cash, plus a
pre-closing secured credit facility of up to $3.4 million. A
further amount, to be finalised, will be payable to the French
administrator for the purchase of the French assets. The assets
and trademark rights are to be acquired debt free, except for
the acquisition of the Austrian business, which includes debt
equal to the fleet assets. Completion of the acquisition of all
the businesses is inter-conditional.

Following completion of the transaction, Budget would continue
as a separate brand, supplying car rental for the budget focused
traveler.

Based on the terms of the transaction, the acquisition is
expected to be marginally earnings dilutive in the first full
year following completion.

Mark McCafferty, Chief Executive of Avis Europe plc said: "Prime
opportunities to buy a major brand and an established royalty
stream at fair value do not come along everyday. With support
from a highly experienced Avis team and a revitalized strategic
direction, Budget would provide an ideal partnership with our
existing network, complementing our balanced international
growth strategy.

"This would strengthen our market leadership in Europe, the
Middle East and Africa. There will be clear cost efficiencies
from joint service support functions and the Budget brand is
well positioned for the budget focused business and leisure
traveler."

James Cohen, Chief Operating Officer of Budget International
said: "We believe Avis has proven experience to grow the car
rental business both in Europe and other less developed car
rental regions including the Middle East and Africa. They also
have significant experience of operating a large licensee
business, so the vision of the two brands working alongside each
other is very powerful."

Budget within Europe, the Middle East and Africa operates out of
predominately franchise networks, with around 1,000 locations,
and some 56,000 cars, and is believed to currently have around
2% of the European car rental market.

Budget filed for Chapter 11 bankruptcy protection on July 29,
2002. The proposed agreement between the two parties relating to
Europe, the Middle East and Africa, is being put to the Chapter
11 Court proceedings in the US, following the purchase of Budget
assets in the United States, Canada, Australia, New Zealand and
Latin America by Cendant Corporation in November 2002.

Avis Europe plc rents cars under the Avis brand name to
customers in 105 countries. Avis Europe's ordinary shares trade
on the London Stock Exchange. Prices may be accessed on
Bloomberg under the symbol AVE LN and Reuter Equities 3000
Service under AVE.L. Additional information is available on Avis
Europe's internet site: http://www.avis-europe.com

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


CHAMPIONLYTE PRODUCTS: Investor Group Acquires Controlling Stake
----------------------------------------------------------------
An investment group has acquired a controlling interest in
ChampionLyte Products, Inc. (OTC Bulletin Board: CPLY). The
group purchased all of the convertible preferred stock from U.S.
Bancorp which represents approximately 43 percent of the fully
diluted common shares of the Company. The group has hired long-
time Florida investor Marshall Kanner to act as interim Chief
Operating Officer.

As part of the initial phase of a major restructuring, new
management has accepted the resignations of former Chairman and
CEO, Alan Posner and Chief Financial Officer and director Chris
Valleau. The Company has retained former Company President, Mark
Streisfield as vice president of sales. He will remain a board
member.

ChampionLyte Products, Inc., is the exclusive manufacturer and
distributor of ChampionLyte(R), the first completely sugar-free
entry into the isotonic sports drink market.

The Company recently reformulated the sports drink with the
sweetener Splenda(R), the trade name for Sucralose produced by
McNeil Nutritionals, a Johnson & Johnson company.

"We believe there is potential to capture both retail and
institutional sales at various levels," said Kanner. "But first,
we need to completely restructure the Company specifically to
acquire operational, sales, manufacturing and distribution
efficiencies."

Kanner said his group has already cut overhead by at least sixty
percent (60%) and is currently negotiating with the Company's
various creditors.

"We have an excellent product with the framework of a sales and
distribution system," Kanner added. "We intend on bringing
aboard industry professionals on an as-needed basis to
streamline all facets of the Company. Our goal is to accelerate
sales efforts to a variety of outlets, both retail and
institutional, that have the capacity to put the Company in a
cash-flow positive situation as quickly and cost efficiently as
possible.

"For consumers who are conscientious about diet and exercise,
ChampionLyte(R) is a great tasting thirst-quenching beverage
which replaces electrolytes without the negatives of sugar
sweetened drinks," added Kanner.

The major advantage of ChampionLyte(R) is that it replaces
electrolytes, especially after exercise, without the
ingredients, which would cause weight gain -- particularly
sugar. For example: if a man or woman runs on a treadmill for 30
minutes they would burn about 150 calories. By drinking one of
the popular major brand sports drinks that contain 33 to 37
grams of sugar (that's 33 to 37 individual one-gram packs of
sugar) after working out on the treadmill, they would either
cancel out the calories they just burned off, or actually gain
more calories than burned during the workout.

ChampionLyte Products, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its primary product, ChampionLyte(R) is the
first completely sugar-free entry into the isotonic sports drink
market. The products that currently dominate the market have
between 33 and 38 grams of sugar and up to 150 calories in a 20
ounce bottle. ChampionLyte(R), which is available in lemon-lime,
orange, grape, fruit punch, pink lemonade and blue
raspberry(TM), is the only "no guilt" sports drink with the
benefits of electrolyte replacement without sugar, fat, calories
or carbohydrates. It has no warning labels. ChampionLyte(R) is
currently available at a number of the nation's mass-market
retail locations as well as a variety of governmental
institutions. For more information visit
http://www.championlyte.com

At September 30, 2002, ChampionLyte's balance sheet shows a
working capital deficit of about $1.1 million, and a total
shareholders' equity deficit of about $9 million.


COMMERCIAL RISK: AM Best Cuts Financial Strength Ratings to B++
---------------------------------------------------------------
A.M. Best Co., downgraded the financial strength ratings to B++
(Very Good) from A- (Excellent) of Commercial Risk Reinsurance
Company Limited, Bermuda, and its U.S. subsidiary, Commercial
Risk Re-Insurance Company, Vermont.

Both ratings have been placed under review with negative
implications. The companies are the insurance operating
subsidiaries of the Bermudian holding company, Commercial Risk
Partners Limited.

A.M. Best no longer regards the companies as integral
subsidiaries of the ultimate parent, SCOR, Paris. The under
review status of the ratings reflects A.M. Best's concern
regarding the future role of these companies within SCOR and the
uncertainty as to the outcome of the annual year-end reserves
review of the companies currently being carried out.

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


CONSECO FINANCE: Fitch Affirms Conseco Private Label CCMNT Notes
----------------------------------------------------------------
Fitch Ratings affirms its ratings on Conseco Private Label
Credit Card Master Note Trust Series 2001-A as indicated below.
The action follows the first principal payment during early
amortization period, which commenced with Conseco Finance
Corp.'s bankruptcy filing on December 17, 2002. Ratings are
affirmed as follows:

-- $530 million Class A Floating Rate Asset Backed Notes 'AAA';

-- $72 million Class B Floating Rate Asset Backed Notes 'A';

-- $78.8 million Class C Floating Rate Asset Backed Notes 'BBB'.

The affirmation is based on recent performance trends, the
removal and sale of a major merchant private label portfolio
from the trust, which has resulted in a significant paydown of
the class A certificates, as well as Mill Creek Bank's (f/k/a
Conseco Bank) commitment to the ongoing credit card operations
and to funding new purchases by cardholders. Fitch believes that
available credit enhancement adequately supports the current
ratings and anticipates that bondholders will be repaid more
rapidly than anticipated in its original stress scenarios.
Further, maintaining the open to buy on the cards is viewed as a
positive for bondholders as Fitch originally applied a full
purchase rate stress to the portfolio when determining the
appropriate amount of credit enhancement.

On the January 15, 2003 distribution date, class A investors
received a principal payment of $374.6 million. The remaining
principal balance of the class A certificates now totals $155.36
million. Class B and class C noteholders will not receive any
principal distributions until the class A balance is paid in
full. The class C notes were retained by the issuer.

Fitch will continue to monitor performance throughout the early
amortization period and comment as warranted.


CONSECO INC: U.S. Trustee Appoints TOPrS Debt Holders' Committee
----------------------------------------------------------------
Ira Bodenstein, United States Trustee for Region 11, forms a
third official committee composed of Trust Originated Preferred
Debt Holders, in the chapter 11 cases involving Conseco Inc.,
and its debtor-affiliates.  The three members of the TOPrS
Committee are:

    1. Oppenheimer Capital
       1345 Avenue of the Americas
       New York, NY 10105
       Attn: Francis C. Poli

    2. United Capital Markets, Inc.
       c/o John Devaney
       772 Ridgewood Road
       Key Biscayne, FL 33149

    3. Paul Floto
       Marion-Polk Real Estate Services, Inc.
       P.O. Box 392
       Dallas, OR 97338
(Conseco Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


CORAM HEALTHCARE: Equity Committee Brings-In Lexecon as Advisors
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Coram
Healthcare Corporation, asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Lexecon,
Inc., as its financial advisor.

The United States Trustee designated the Equity Committee to
represent the interests of CHC's common shareholders.

The Equity Committee wants to retain Lexecon as its financial
advisor to:

     a) complete a feasibility and liquidation analysis in
        support of the Equity Committee Plan of Reorganization,

     b) advise the Equity Committee with respect the feasibility
        of any competing plans of reorganization, and

     c) provide testimony in connection with such matters.

As previously reported in the Troubled Company Reporter, the
Equity Committee has proposed a plan of reorganization for
Coram.  In a nutshell, Richard Levy, Esq., at Jenner & Block,
LLC, representing the Equity Committee explains, the Equity
Committee's Plan proposes to pay creditors' claims in full, in
cash, except for the Noteholders and Preferred Stockholders, who
will receive new securities.  Equity will remain in place and
benefit from prosecution of RICO claims against Cerberus
Partners, L.P., et al., which the Equity Committee values at
$320 million -- and nearly a billion dollars if trebled.
Michael Cook, Esq., at Schulte, Roth & Zabel, representing
Cerberus, says the Equity Committee's purported Plan is fatally
flawed -- and the RICO claims are pure fantasy.

The Equity Committee has selected Lexecon to act as its
financial advisor because the firm is experienced in financial
matters in general and complex financial matters, and because of
its existing knowledge concerning the Debtors' estates and
business operations.

Lexecon and the Equity Committee have agreed that Lexecon will
be compensated for its services for a period of no less than
five months, commencing in January 2003:

     (i) a flat fee of $150,000 for the first month of services;

    (ii) a flat fee of $75,000 per month for services provided
         thereafter, and

   (iii) trial and deposition time on an hourly basis, at the
         customary and usual rates charged by Lexecon's
         professionals which are:

          Daniel R. Fischel     $1,000 per hour
          Robert Stillman       $505 per hour

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 Chapter 11 Trustee in these proceedings.


CROWN CASTLE: Will Publish Q4 & Full-Year 2002 Results on Feb 26
----------------------------------------------------------------
Crown Castle International Corp., (NYSE: CCI) plans to release
fourth quarter and year-end 2002 results on Wednesday,
February 26, 2003 after the market closes.  In conjunction with
the release, Crown Castle has scheduled a conference call,
which will be broadcast live over the Internet, on Thursday,
February 27, 2003 at 9:30 a.m. eastern time.

     What:   Crown Castle Fourth Quarter Earnings Conference
             Call

     When:   Thursday, February 27, 2003 - 9:30 a.m. eastern
             time

     How:    Live via phone by dialing 303-262-2190 and asking
             for the Crown Castle call at least 10 minutes prior
             to the start time, or live over the Internet by
             logging on to the web at the address below

     Where:  http://www.crowncastle.com

A telephonic replay of the conference call will be available
through March 6, 2003 and may be accessed by calling 303-590-
3000 using passcode 519944.  An audio archive will also be
available on the company's Web site at
http://www.crowncastle.comshortly after the call and will be
accessible for approximately 90 days.  For more information,
please contact Karen Roan at DRG&E at 713-529-6600 or email
kroan@drg-e.com

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

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's lowered its corporate credit rating on
wireless tower operator Crown Castle International Corp., to 'B-
' from 'B+', and removed the rating from CreditWatch with
negative implications.

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

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

Crown Castle Int'l Corp.'s 11.25% bonds due 2011 (CCI11USR5) are
trading at about 75 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCI11USR5for
real-time bond pricing.


DAIRY MART: Co-Exclusivity Period Extended through March 4, 2003
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Dairy Mart Convenience Stores, Inc., and its
debtor-affiliates obtained an extension of its exclusive period
in which to file a plan.  The Debtor shares that right with the
Official Committee of Unsecured Creditors.  The Court gives the
Debtors and the Committee until March 4, 2003, the co-exclusive
right to file a plan of reorganization and until May 3, 2003, to
solicit acceptances of that Plan from creditors.

Dairy Mart Convenience Stores, Inc., filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, represents the Debtors.
When the Company filed for protection from its creditors, it
listed debts and assets of over $100 million.


DARWIN NETWORKS: Deadline for Final Decree Extended to June 5
-------------------------------------------------------------
Upon consideration of John K. Doll's motion, the U.S. Bankruptcy
Court for the District of Delaware further extended the time
within which a Final Decree should be entered to wrap-up and
Darwin Networks, Inc., and its debtor-affiliates' chapter 11
cases.

Mr. Doll is the Trustee of the Darwin Liquidating Trust, the
successor-in-interest to the Debtors.  The Trustee has until The
June 5, 2003, to wind-up the Debtors' chapter 11 cases.

The Court has determined that delaying entry of a final decree
is in the best interest of the Debtors' estates, creditors and
other parties in interest.  The Debtors' time period to file a
final report and accounting is likewise extended through the
earlier of May 5, 2003 or 15 days before the hearing on any
motion to close the Debtors' cases.

Darwin Networks, Inc., filed for chapter 11 protection on
January 11, 2001.  Ashley B. Stitzer, Esq., and Steven M. Yoder,
Esq., at The Bayard Firm and Elio Battista, Jr., Esq., at Blank
Rome LLP represents the Debtors in their restructuring efforts.


DELTA MILLS: Reports Improved Operating Results for Dec. Quarter
----------------------------------------------------------------
Delta Mills, Inc. (NYSE:DLW) -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- reported net
sales of $35.9 million for the quarter ended December 28, 2002,
compared to net sales of $44.1 million for the quarter ended
December 29, 2001. Sales for the current year quarter decreased
18.8% from sales for the previous year quarter. For the six
months ended December 28, 2002 the Company reported net sales of
$82.0 million compared to net sales of $81.1 million for the six
months ended December 29, 2001.

The Company reported operating profit of $1.2 million for the
quarter ended December 28, 2002 compared to an operating loss of
$1.1 million for the quarter ended December 29, 2001. For the
six months ended December 28, 2002 the Company reported
operating profit of $4.3 million compared to an operating loss
of $11.3 million for the six months ended December 29, 2001. The
operating loss reported for the previous year's six month period
included impairment and restructuring expenses associated with
closed facilities of $8.7 million. For the quarter and six
months ending December 28, 2002, the Company recorded a before
tax gain of $0.6 million and $1.3 million respectively from the
repurchase of a portion of its 9-5/8% senior notes. There was no
gain recorded in this category for the previous year's
corresponding periods.

The Company reported net income of $0.3 million for the quarter
ended December 28, 2002 compared to a net loss of $2.4 million
for the quarter ended December 29, 2001. For the six months
ended December 28, 2002 the Company reported net income of $1.7
million compared to a net loss of $10.6 million for the six
months ended December 29, 2001. The net loss for the six months
ended December 29, 2001 included impairment and restructuring
expenses associated with closed facilities of $5.6 million on an
after tax basis.

W.F. Garrett, President and CEO, commented, "Holiday apparel
sales were weaker than expected and most retailers heavily
discounted to keep inventories in line. Core cotton products
were affected the most by these discounts. On the positive side,
synthetic products sold well and our non-retail fabrics are
showing a positive trend."

Delta Mills Inc., headquartered in Greenville, South Carolina,
manufactures and sells textile products for the apparel
industry. The Company, which employs about 1,700 people,
operates six plants located in North and South Carolina.


DIGITAL TELEPORT: Court Sets February 10, 2003 Auction Date
-----------------------------------------------------------
Digital Teleport Inc., said a federal Bankruptcy Court Judge
approved the company's request to auction its regional fiber
communications business to the highest bidder.

Judge Barry S. Schermer of the U. S. Bankruptcy Court for the
Eastern District of Missouri in St. Louis on Monday set a
Feb. 10 auction date and approved bidding procedures for
prospective buyers. Qualified purchasers must submit their bids
by 4 p.m., CST on Feb. 6 to participate in the court-supervised
auction.

Digital Teleport, which provides wholesale fiber optic transport
and Ethernet services in secondary and tertiary markets in the
Midwest to leading national and regional telecommunications
carriers, has already received a definitive $38 million bid from
CenturyTel Inc., (NYSE:CTL) the country's 8th largest local
exchange telephone company based on access lines.

"In the past two weeks we've received expressions of interest
from a number of prospective buyers and it appears there will be
a competitive bidding process for the sale of our business,"
said Paul Pierron, president and CEO of Digital Teleport. "This
will ensure the highest return for our investors and the
greatest recovery for our creditors. The successful bidder
acquires a healthy business that is currently generating
positive income and cash flow."

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

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


DOBSON COMMS: Nasdaq Panel Reverses Delisting Determination
-----------------------------------------------------------
Dobson Communications Corporation (OTCBB:DCEL) has been notified
by the Nasdaq Listing and Hearing Review Council that the
council has reversed the October 28, 2002 decision to delist
Dobson from Nasdaq trading. The relisting of the Company's
securities on the Nasdaq SmallCap Market will be "effective upon
completion of staff's review of the Company's application" to
the SmallCap Market.

After reviewing the Nasdaq hearings on Dobson's trading status
and the increase in the price of Dobson's stock since
November 14, 2002, the decision from the Nasdaq Listing and
Hearing Review Council concluded:

"Based on the foregoing, the Listing Council reverses the...
decision and remands this matter to the Panel. The Listing
Council instructs the Panel to relist the Company's securities
on the SmallCap Market effective upon completion of the staff's
review of the Company's application. This process will require
the Company to (1) file an application for new listing, (2) pay
all applicable listing fees, and (3) to evidence compliance with
all initial requirements for initial listing on the SmallCap
Market, except that the Company must demonstrate a minimum bid
price of $1 instead of $4. Furthermore, at the time of the
staff's review of the application, there must be no adverse
developments or public interest reasons justifying denial of
listing."

Dobson's stock was delisted from Nasdaq trading prior to regular
market trading on October 29, 2002, and since that time has
traded on the OTC Bulletin Board. The Company is currently
applying for its securities to trade on the Nasdaq SmallCap
Market. This decision and the new application is subject to
review by Nasdaq.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. For additional information on the Company and its
operations, please visit its Web site at http://www.dobson.net

Dobson Communications' September 30, 2002, balance sheet shows a
total shareholders' equity deficit of about $410 million, as
compared to a deficit of $157 million recorded at December 31,
2001.


E*TRADE GROUP: Reports Improved Operating Results for Q4 2002
-------------------------------------------------------------
E*TRADE Group, Inc., (NYSE: ET) announced results for its
quarter ended December 31, 2002, reporting net income from
ongoing operations of $52 million compared to $25 million in the
same quarter a year ago. The company reported net revenue for
its quarter ended December 31, 2002 of $349 million, compared to
$345 million for the same period a year ago. The company also
reported GAAP net income for the fourth quarter of $30 million
compared to $22 million for the same period a year ago.

"E*TRADE Group is pleased to have produced the most profitable
year in the history of the company earning $0.45 per share from
ongoing operations, while growing revenue in 2002," said
Christos M. Cotsakos, Chairman of the Board and Chief Executive
Officer, E*TRADE Group, Inc. "Our ability to achieve continued
success in this challenging environment is directly attributable
to our focus and execution, our superior customer value
proposition, our flexible business model and the dedication of
our associates."

E*TRADE Group, Inc., reported progress in the fourth quarter in
a number of key financial areas:

     -- The company grew its active trader segment by 14 percent
and increased its overall average daily transactions by 11
percent over last quarter (excluding professional trading);

     -- E*TRADE Mortgage generated more than $2.2 billion in new
loans during the fourth quarter, with another $1.1 billion
locked in the pipeline;

     -- E*TRADE Securities retail business break-even point was
reduced to 63,000 transactions per day;

     -- The company ended its third consecutive cash flow
positive quarter with $367 million in free cash.

"With incremental acquisitions such as Ganis Credit Corporation
and Engelman Securities and a steady focus on meeting the needs
of different customer segments, we continue to position the
company for further success in our brokerage, banking and
lending businesses," stated Cotsakos. "In 2003, we will
concentrate on significantly enhancing our customer experience,
while looking to build increased operating leverage among
business units and improve overall long-term profitability."

The company also continued to drive shareowner and stakeholder
value in the fourth quarter by:

     -- Acquiring Ganis Credit Corporation, advancing its
consumer financing business by adding recreational vehicle,
marine and motorsport loans to its existing suite of consumer
lending products;

     -- Acquiring Engelman Securities, further advancing its
broker-to-broker and institutional-trading business, and adding
16 experienced traders to the company's growing talent pool;

     -- Improving Keynote transaction speed by 30 percent to
under five seconds, providing investors with an even more
responsive brokerage Web site; and

     -- Enhancing the customer experience by introducing
innovative new features including real-time transfer
functionality, on-line check imaging, asset allocation views of
brokerage account portfolios and complex options functionality.

Results from ongoing operations exclude gain on early
extinguishment of debt, amortization of goodwill and other
intangibles, acquisition-related expenses, the gain or loss on
investments, unrealized losses on venture fund investments, the
fair value adjustments of financial derivatives related to the
impact of Statement of Financial Accounting Standard (SFAS) No.
133, executive agreement and loan settlement, facility
restructuring and other exit charges, and the cumulative effect
of accounting change.

                         Guidance for 2003

For 2003, the company anticipates current political and economic
conditions will continue to cause uncertainty in the global
marketplace and a challenging operating environment absent of
any real global growth stimulus in the near-term. Specifically,
the company believes:

     -- The U.S. economic recovery and financial markets will
        remain sluggish;

     -- Interest rates will not increase significantly, with
        little flexibility remaining for additional cuts;

     -- Investors will remain skeptical of the performance of
        equities with lingering doubts around corporate
        governance; and

     -- The global economy will remain in a similar or weaker
        state, with European and Asian economies anemic.

As a result of these anticipated conditions, the company is
issuing 2003 guidance of $0.45-$0.55 earnings per share from
ongoing operations. The table below reflects a range of guidance
assumptions based on five key drivers of the business model,
including brokerage transaction volumes (excluding professional
trading), mortgage revenues (consisting of both retail and
correspondent businesses), bank net interest spread, marketing
spend and operating efficiencies. Actual performance and mix of
these key drivers could vary from the assumptions listed below.

The company also anticipates Q1 2003 will be its softest quarter
for the year, with earnings per share from ongoing operations
below Q4 2002 by approximately 20-30 percent due to an increase
in its targeted marketing investment and lower mortgage revenue.
However, the company anticipates earnings per share to improve
for the rest of the year.

Despite the risks to the guidance that could include a decline
in the financial markets for the fourth straight year, a quicker
than expected drop off in mortgage lending and a credit
environment that inhibits the ability to widen spreads, the
company believes it has the business model that can produce
strong returns should the environment turn more positive.

E*TRADE Financial brings together personalized and fully
integrated financial services including investing, banking,
lending, planning and advice. Delivered through a multi-
touchpoint platform, the products, services, content and
information at E*TRADE Financial are available to customer
households through E*TRADE Financial Centers, Zones, ATMs and
branded Web sites throughout the world. Securities products and
services are offered by E*TRADE Securities, LLC (member
NASD/SIPC), bank products and services are offered by E*TRADE
Bank (member FDIC), mortgages are offered by E*TRADE Mortgage
Corporation, and E*TRADE Financial Advisor is a service of
E*TRADE Advisory Services, Inc., an investment adviser
registered with the SEC.

E*Trade Group's 6.000% bonds due 2007 are currently trading at
about 74 cents-on-the-dollar.


EMEX CORP: Four Units File for Chapter 7 Liquidation in Denver
--------------------------------------------------------------
EMEX Corp.'s (OTC Bulletin Board: EMEX.OB) four of its
subsidiaries, 1) Blue Star Sustainable Technologies Corporation,
a Nevada corporation; 2) North Star Exploration, Inc., a Nevada
corporation; 3) North Star Platinum, Inc., a Nevada corporation;
and 4) North Star Zeus, Inc., a Nevada corporation filed for
liquidation under Chapter 7 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Colorado, in Denver.
On December 31, 2002, Emex voluntarily filed for liquidation
under Chapter 7 in the U.S. Bankruptcy Court for the District of
Colorado, in Denver.

The Subsidiaries have no meaningful revenues and no funding to
continue operations. Management does not believe that the assets
of the Subsidiaries have sufficient value upon liquidation to
fully repay creditors. Management does not expect any
distribution from the sale of the assets of the Subsidiaries to
be made to shareholders.

Chapter 7 permits a company to liquidate its assets under
bankruptcy court supervision.


ENCOMPASS SERVICES: Court Okays BSI as Claims & Noticing Agent
--------------------------------------------------------------
Gray H. Muzzy, Encompass Senior Vice President, Secretary and
General Counsel, relates that Bankruptcy Services LLC is a
nationally recognized specialist in Chapter 11 administration
and has vast experience in noticing and claims administration in
Chapter 11 cases.  In its more than 10 years of services as a
claims processor, BSI has provided claims agent and general case
management services to debtors in possession in numerous large
Chapter 11 cases.

Encompass Services Corporation and its debtor-affiliates sought
and obtained the Court's authority to employ Bankruptcy Services
LLC as official claims and noticing agent.

As the Debtors' claims and noticing agent, BSI's tasks include:

  (a) notifying all the Debtors' potential creditors of the
      filing of the bankruptcy petitions and of the setting of
      the first meeting of creditors pursuant to Section 341(a)
      of the Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure;

  (b) maintaining an official copy of the Debtors' schedules of
      assets and liabilities as well as statements of financial
      affairs, listing the Debtors' known creditors and the
      amounts owed;

  (c) notifying all potential creditors of the existence and
      amount of their claims as evidenced by the Debtors' books
      and records and as set forth in the Schedules;

  (d) furnishing a form for the filing of a proof of claim,
      after the form and the notice are approved by the Court;

  (e) filing with the Clerk of the Court a copy of the notice, a
      list of persons to whom it was mailed in alphabetical
      order, and the date the notice was mailed, within 10 days
      of the service;

  (f) docketing all claims received, maintaining an official
      claims registers for each Debtor on behalf of the Clerk,
      and providing the Clerk with certified duplicate
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

  (g) specifying in the applicable Claims Register, these
      information for each claim docketed:

        (1) the claim number assigned;

        (2) the date received;

        (3) the name and address of the claimant and its agent,
            if applicable, who filed the claim; and

        (4) the claim's classification;

  (h) relocating, by messenger, all of the actual proofs of
      claim filed with and received by BSI, not less than
      weekly;

  (i) recording all transfers of claims and provide any notices
      of the transfers required by Rule 3001 of the Federal
      Rules of Bankruptcy Procedure;

  (j) making any and all changes to the Claims Registers in
      accordance with Court orders;

  (k) on completion of the docketing process for all claims
      received by the Clerk of the Court, turning over to the
      Clerk copies of the Claims Registers for the Clerk's
      review;

  (l) maintaining the official mailing list for each Debtor of
      all entities that have filed proofs of claim.  The list
      will be available on request by a party-in-interest or
      the Clerk;

  (m) assisting in and coordinating with the Debtors' ballot
      solicitation and tabulation agent in connection with
      solicitation of votes and distribution of solicitation
      materials, as and when required, in furtherance of the
      confirmation of Debtors' Chapter 11 Plan;

  (n) before the close of these Chapter 11 cases, assisting
      the Debtors in submitting a proposed Order terminating its
      role as claims and noticing agent, upon the completion of
      its duties and responsibilities; and

  (o) at the close of the case, boxing and transporting all
      original documents in proper format, as provided by the
      Clerk's office, to the Federal Records Center.

The Debtors will compensate and reimburse BSI for its
established rates on a monthly basis.  All invoices will be due
and payable upon receipt.  Pursuant to the terms of BSI's
retention agreement, the Debtors agree:

  -- that BSI will reserve the right to reasonably increase its
     prices, charges and rates annually on January 2nd of each
     year.  However, if the increase exceed l0%, BSI will be
     required to give 60 days prior written notice to the
     Debtors;

  -- to pay BSI for all materials necessary for BSI's
     performance under this Agreement, other than computer
     hardware and software, and any reasonable out-of-pocket
     expenses including transportation, long distance
     communications, printing, postage and related items;

  -- to pay BSI's taxes, however designated, levied or based
     that are applicable to this Agreement or are measured
     directly by payments made under the Agreement and are
     required to be collected by BSI or paid by BSI to taxing
     authorities.  This provision includes sales, use and excise
     taxes, but not personal property taxes or taxes based on
     net income;

  -- to pay BSI any actual charges related to, arising out of or
     as a result of the Debtors' error or omission, as mutually
     agreed by the parties.  These charges will include re-runs
     and any additional clerical work billed at the BSI then
     prevailing standard rates, supplies, long distance phone
     calls, travel expenses and overtime expenses for work
     chargeable at the rates; and

  -- to pay BSI a $10,000 retainer, which will be applied
     against its final invoice.

Ron Jacobs, BSI's President, assures the Court that its members
and employees have no connection with nor any interest adverse
to the Debtors, their creditors, or any other party-in-interest,
or their attorneys or accountants.  BSI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code. (Encompass Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Wants Court Nod to Redeem Class B Preferred Shares
--------------------------------------------------------------
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)

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


EOTT ENERGY: U.S. Trustee Amends Creditors' Committee Membership
----------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b)(1) of the Bankruptcy
Code, the United States Trustee for Region 7, Richard W.
Simmons, amends the appointment of EOTT's Official Committee of
Unsecured Creditors to replace Northwestern's representative
from Timothy S. Collins with Steven J. Tallmadge:

      1. John Robert Chambers, Chairman
         Lehman Energy Fund
         600 Travis, Ste 7330
         Houston, Texas 77002
         E-mail: rchamber@lehman.com

      2. Steven J. Tallmadge
         Northwestern Mutual Life Insurance Co.
         720 E. Wisconsin Ave.
         Milwaukee, Wisconsin 53202
         E-mail: steventallmadge@northwesternmutual.com

      3. Keith Chan
         The Dreyfus Corporation
         200 Park Ave.
         New York, New York 10166
         E-mail: chan.kc@dreyfus.com

      4. Derek Schrier
         Farallon Capital Management, LLC
         One Maratime Plaza, Ste, 1325
         San Francisco, California 94111
         E-mail: Dschrier@FarallonCapital.com

      5. Max Volmar
         The Bank of New York
         101 Barclay St. 8W
         New York, New York 10286
         E-mail: mvolmar@bankofny.com
(EOTT Energy Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EXODUS COMMS: Informart Demands Debtors to Surrender Lease
----------------------------------------------------------
Margaret Manning, Esq., at Buchanan Ingersoll Professional
Corporation, in Wilmington, Delaware, informs the Court 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, the Debtors 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.

                        *     *     *

As previously reported, Infomart New York LLC insisted that
Exodus Communications, Inc., and its debtor-affiliates
immediately pay $8,829,224 as rent for the leased property
located at 636 Eleventh Avenue in New York, New York.  The
Debtors had sought the rejection of the lease on the
Confirmation Date of the Chapter 11 Plan.  Infomart also
sought payment of separate amount for attorney's fees and
expenses.

The lease, dated December 28, 1999, is between Infomart and
Debtor GlobalCenter for a term of 15 years. The lease was
amended twice by the parties.  Under the lease, GlobalCenter is
responsible for the payment of all rent which includes the fixed
rent and the Tenant's Tax Payment and Tenant's Operating Payment
late charges, overtime or excess service charges, interest and
fees.  GlobalCenter was also to pay the attorneys' fees
associated if it failed to perform under the lease.
GlobalCenter's duties were turned over to Exodus pursuant to a
September 28, 2000 Plan of Merger. (Exodus Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FAO INC: Wants Okay to Hire Levene Neale as Chapter 11 Counsel
--------------------------------------------------------------
FAO Inc., and its debtor-affiliates want to engage the legal
services of Levene, Neale, Bender, Ranking & Brill, LLP of Los
Angeles, California, to lead them through the chapter 11
restructuring process.  The Debtors ask the U.S. Bankruptcy
Court for the District of Delaware to approve their engagement
of Levene Neale nunc pro tunc to the Petition Date under a
general retainer to perform necessary legal services.

Levene Neale has represented the Debtors since June 2001 when it
began representing the predecessor to FAO as its bankruptcy
counsel in its acquisition of the assets of Zany Brainy, Inc.
and its affiliates in that Chapter 11 case pending in Delaware
(Case No. 01-1749).

The professional services that Levene Neale will render to the
Debtors include:

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

     b. preparing and pursuing confirmation of a plan of
        reorganization and approval of a disclosure statement;

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

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

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

Levene Neale will bill on an hourly basis for legal services:

          Attorney                 Position    Billing Rate
          --------                 --------    ------------
          David W. Levene          Partner     $495 per hour
          Craig M. Rankin          Partner     $425 per hour
          Anne E. Wells            Partner     $395 per hour
          Monica Y. Kim            Associate   $395 per hour
          David I. Brownstein      Associate   $295 per hour
          Jacqueline L. Rodriguez  Associate   $295 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.


FLEMING COMPANIES: Will be Paying Quarterly Dividend on March 10
----------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) declared a quarterly
dividend of two cents per share of common stock, payable
March 10, 2003, to shareholders of record on February 20, 2003.

The Board of Directors also set March 14, 2003, as the record
date for the annual shareholders' meeting that will be held
Tuesday, May 13, 2003.

With its national, multi-tier supply chain network, Fleming is
the #1 supplier of consumer package goods to retailers of all
sizes and formats in the United States.  Fleming serves nearly
50,000 retail locations, including supermarkets, convenience
stores, supercenters, discount stores, concessions, limited
assortment, drug, specialty, casinos, gift shops, military
commissaries and exchanges and more.  Fleming serves more than
600 North American stores of global supermarketer IGA.  To learn
more about Fleming, visit the Web site at http://www.fleming.com

Fleming Companies' 10.625% bonds due 2007 are presently trading
at about 60 cents-on-the-dollar.


FREEREALTIME.COM: Emerges from Chapter 11 Bankruptcy Proceedings
----------------------------------------------------------------
FreeRealTime.com, Inc., (OTC Pink Sheets: FRTI), a Web-centric
financial media and investment services company, emerged from
Chapter 11 Bankruptcy protection as a standalone, reorganized
business with its core assets intact, having achieved resolution
with its creditors on its outstanding obligations, and with its
key vendors and customers solidified. Judge John E. Ryan of the
U.S. Bankruptcy Court for the Central District of California
entered his order on January 17, 2003 confirming
FreeRealTime.com's Reorganization Plan, which had been
affirmatively voted upon by the Company's creditors. Paul
Couchot and Michael Good of Winthrop Couchot, Newport Beach,
California, served as Chapter 11 Counsel to the Company.

The Reorganization Plan effectively restructures $6.3 million of
long-term debt into a $600,000 obligation to be paid in cash by
the Company to its general unsecured creditors in two
installments over 18 months (i.e. other than this $600K
obligation, the Company has no other long term debt). The
Company will retain all of its assets including its market data
businesses, all of its proprietary technology including its
server farms and customized web systems and software, and its
large online audience. As a result of applicable bankruptcy law
and the Company's Chapter 11 Plan, the Company's existing equity
is deemed valueless and, as such, all outstanding shares of its
common stock will be cancelled by the Court's order. The Company
will no longer be a publicly traded entity but instead will be
held privately by its management and employees as provided for
in the Reorganization Plan.

"This has been a long, arduous road for our stakeholders,
employees, and various constituencies. The Chapter 11 process
has provided the Company with an opportunity to revitalize the
way it does business, as we have focused extensively on cost
reduction and consolidation initiatives, on launching new online
subscription services and revenue streams, and on the sale of
unprofitable assets and business lines. This turnaround effort
has resulted in the Company achieving positive monthly operating
cash flow since June 2002, and we believe has provided for a
sustainable business enterprise going forward," commented
Michael Neufeld, President and Chief Executive Officer.

Mr. Neufeld continued, "While we have taken significant steps in
changing the manner in which we provide free and premium
subscription-based services to our large and loyal audience of
sophisticated investors, we have strived to preserve and also
improve upon the high quality online experience that our
audience has come to expect from FreeRealTime.com. Our users
have continued to use the site frequently and extensively
through the turnaround process, and have signed up for our
premium subscription services as anticipated. With our cost
structure now in line with our revenue model, our plans include
nurturing growth in our existing businesses, while pursuing new
opportunities in a disciplined fashion," Mr. Neufeld concluded.

The Company, including its popular http://www.FreeRealTime.com
Site, is a leading financial media company, empowering
independent investors with real time market data and research
tools in order to make knowledgeable investing decisions. The
Company's various investment services deliver an extensive array
of stock market data, proprietary research and commentary,
financial news, community features, and sophisticated investment
management tools for independent investors. Over 1.7 million
investors have registered for the Company's online investment
services.


GENTEK INC: Intends to Implement Key Employee Retention Programs
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates seek the Court's
authority to implement or continue certain key employee programs
and honor, in part, prepetition obligations arising under the
programs.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explains that the Debtors' efforts to maximize the value of
their estates depends, in large part, on the continued
employment and dedication of key employees who possess the
knowledge, experience and skills necessary to manage the
Debtors' varied business operations and lead them to a
successful Chapter 11 reorganization.  Without prompt approval
of the Key Employee Programs, Mr. Chehi contends that many of
the Debtors' Key Employees will likely pursue alternative
employment, despite the Debtors' need for their continued
services.

"Losing Key Employees would severely harm the Debtors in many
ways," Mr. Chehi says.

Mr. Chehi relates that, before the Petition Date, the Debtors,
in consultation with their executive compensation consultants,
determined that it would be necessary to restructure and
supplement their existing key employee programs to address and
respond to the numerous and unique challenges facing them and
their key employees during the Chapter 11 reorganization
process. The Debtors also reviewed the current employee programs
offered by their peer companies, as well as the employee
retention programs approved in similarly situated Chapter 11
cases.

Mr. Chehi tells the Court that the current crop of Key Employees
are difficult to replace because experienced job candidates
often find the prospect of working for a Chapter 11 company
unattractive.  Finding suitable replacement employees,
particularly replacement senior management, will also cost the
Debtors substantial fees to executive search firms, typically
25% to 35% of total first year compensation, including bonuses.
The Debtors will also have to dangle offer sheets with signing
bonuses, reimbursement for relocation expenses and above-market
salaries to induce qualified candidates to accept employment
with a Chapter 11 debtor.  The loss of any important employee
will also lead to additional employee departures, as employees
follow the example of their resigning colleagues.

"Approval, assumption, and implementation of the Key Employee
Programs will send a strong signal to the Debtors' employees
that their services are valued, that their compensation awards
are competitive, and that the Debtors have stabilized their
operations and have confidence in the ultimate success of the
reorganization process," Mr. Chehi says.

               Prepetition Executive Retention Plan

In connection with the commencement of certain restructuring
initiatives, on April 2002, the Debtors initiated a Prepetition
Retention Plan to ensure that they would be able to rely on the
services of their most essential Key Employees during this
period.  The Prepetition Retention Plan provided for retention
bonuses to be paid to a select group of 23 Key Employees in two
installments, with 30% of each bonus to be paid in December 2002
and the remaining amount of each bonus payable in December 2003.

Mr. Chehi relates that 23 Key Employees are eligible to receive
payments under the Prepetition Retention Plan.  These 23 Key
Employees are the Debtors' senior and most irreplaceable
employees -- excluding the Debtors' Chief Executive Officer --
whose energies and talents will be critical to the Debtors'
successful reorganization.  In choosing to remain in the
Debtors' employ and forgo other employment opportunities during
the critical months leading up to the commencement of these
cases, according to Mr. Chehi, many of the 23 Key Employees have
relied on the promise of the Prepetition Retention Plan, which
was intended to, among other things, offset the Debtors'
inability to offer meaningful stock options or other equity-
based compensation.  The 23 Key Employees have not yet received
any payment under the Prepetition Retention Plan.

In view of that, the Debtors ask Judge Walrath for permission to
honor their obligations under the Prepetition Retention Plan
with respect to the portions of the retention bonuses due to be
paid to the 23 Key Employees in December 2002.  The Debtors are
obligated to pay $900,000 on account of the December 2002 bonus.

Mr. Chehi tells the Court that the Debtors do not intend to pay
the remaining amount of Prepetition Retention Plan bonuses
currently scheduled to be paid in December 2003.  The amounts
payable in December 2003 will be replaced by the KERP program,
and all eligible Key Employees will be required to waive their
remaining rights under the Prepetition Retention Plan as a
condition of their participation in the KERP program.

                    Key Employee Retention Plan

The Debtors want to implement a new KERP program designed to
address the heightened uncertainties facing them and their
employees as a result of the Chapter 11 Petition.

Mr. Chehi explains that the proposed KERP provides for payment
of periodic retention bonuses to, and enhanced severance
protection for, 220 Key Employees during the pendency of these
Chapter 11 cases.  The KERP also provides a smaller group of 15
Key Employees with enhanced severance protections in lieu of
other severance rights in the event that any of 15 Key Employees
are terminated in connection with a sale of a business segment
in which they are employed or with a change in control of the
Debtors, which will not include the Debtors' emergence from
bankruptcy as a stand alone business.

A. KERP Retention Bonus Plan

According to Mr. Chehi, the KERP provides retention bonuses to
the 220 Key Employees payable in installments throughout the
duration of the Debtors' Chapter 11 cases.  Under the proposed
KERP, the Debtors will make these retention bonus payments:

  (a) 50% of the annual retention bonus amount will be paid six
      months after the Petition Date;

  (b) 50% of the annual retention bonus amount will be paid
      12 months after the Petition Date, or two months after the
      date the Debtors emerge from Chapter 11, if the Emergence
      Date occurs less than a year after the Petition Date; and

  (c) If the Debtors' Chapter 11 cases extend beyond 12 months
      from the Petition Date:

          (i) 50% of the annual retention bonus amount for each
              full six-month period will be paid after the 12-
              month anniversary of the Petition Date; and

         (ii) a prorated portion of 50% of the annual retention
              bonus amount will be paid two months after the
              Emergence Date for the six-month period in which
              the Debtors emerge from Chapter 11 bankruptcy.

The amount of each Key Employee's annual bonus under the
proposed KERP will range from 10% to 125% of that Key Employee's
annual base salary.  However, GenTek's Chief Executive Officer
and Chief Financial Officer will each be entitled to receive an
annual KERP retention bonus equal to 150% of their annualized
base salaries.

Mr. Chehi reiterates that the payment of the proposed KERP
retention bonuses on a periodic basis during the pendency of
these cases will be in lieu of the December 2003 bonuses
otherwise payable to eligible Key Employees under the
Prepetition Retention Plan.

The payment of the proposed KERP retention bonuses will
generally be conditioned on each eligible Key Employee's
remaining actively employed and in good standing as of each
payment date:

  -- If a Key Employee voluntarily terminates employment during
     the pendency of the Debtors' Chapter 11 cases, or is
     terminated for cause, all future KERP retention bonuses
     payable to that person including any prorated portions,
     will be forfeited;

  -- If a participating Key Employee dies, becomes disabled or
     is terminated other than for cause, that person will be
     eligible to receive a prorated payment of the KERP
     retention bonus applicable to the period before that Key
     Employee's termination; and

  -- If a participant's termination is related to the sale of
     the business segment in which that participant works, he
     will be entitled to full payment of the KERP retention
     bonus for the period in which the sale occurs.  In the
     event of a change of control, the Debtors will require
     GenTek's buyer to assume and continue the KERP Retention
     Bonus Plan, provided, however, that the Debtors' emergence
     from Chapter 11, unless in conjunction with a sale of the
     Debtors' business, will not be deemed a change of control.

The Debtors intend to set aside $500,000 in a discretionary KERP
retention bonus pool, including amounts of future KERP bonuses
that become available due to termination of Key Employees.  Mr.
Chehi informs the Court that the pool will be used to make KERP
retention payments to individuals who are hired after the KERP
program is approved to replace departing Key Employees, as well
as to compensate existing employees who become Key Employees
during the pendency of the KERP program.

The Debtors estimate that the total annual cost of the proposed
KERP retention bonus program assuming all Key Employees remain
eligible and excluding any discretionary amounts is $10,600,000.

B. KERP Enhanced Severance Benefits

The proposed KERP program also provides enhanced severance
benefits to eligible Key Employees, who will receive a lump sum
payment of salary as well as a continuation of medical and life
insurance benefits -- depending on the identity and position of
each individual Key Employee -- with respect to a period from
six months to three years from the employee termination date.
The treatment is intended as an enhancement of the Debtors'
current severance practice, under which the majority of Key
Employees are entitled to severance for a period of between six
and 12 months following termination.  Mr. Chehi elaborates that
those Key Employees who terminate their employment voluntarily,
or who are terminated for cause, will not be eligible to receive
KERP severance payments.

C. KERP Chance in Control Protections

The KERP program further provides for alternative severance
protections -- which will be in lieu of any other severance
rights -- to 15 of the Debtors' most senior Key Employees in the
event that they are terminated without cause within 12 months
after a change of control of the Debtors or a sale of the
business segment by which they are then employed.  Under this
provision, each covered Key Employee will receive a severance
payment of at least 150% and no more than 200% of the sum of
that person's annualized base salary plus annualized performance
bonus target.  However, the Debtors' CEO and CFO will each be
entitled to receive a change of control severance payment equal
to 300% of the sum of his annualized base salary plus annualized
performance bonus target.  The Debtors' emergence from Chapter
11 pursuant to a confirmed plan of reorganization, unless in
conjunction with a sale of the Debtors' business, will not be
deemed a "change of control" for purposes of the KERP.

The Debtors estimate the theoretical maximum cost of their Key
Employee severance program, as enhanced by the proposed KERP
program and including Key Employee change in control
protections, to be $35,000,000.  However, the Debtors believe
that the actual cost of their Key Employee severance program
will be far less than this theoretical maximum amount.

              Supplemental Executive Retirement Plan

Before the Petition Date, the Debtors maintained SERP programs
for their Key Employees, which provided salary deferral
contributions, employer matching contributions, retirement
account contributions and pension plan contributions in excess
of the deferral limitations and the discrimination tests set
forth in Sections 401 and 402 of the Internal Revenue Code of
1986. The Debtors' SERP plans are each, in part, an unfunded
"excess benefit plan" within the meaning of the ERISA of 1974
and, in part, an unfunded plan of deferred compensation for
certain Key Employees.

Although SERP contributions vested immediately, Mr. Chehi says,
the SERP programs are unfunded and provide that any benefits
payable under the programs will be paid out of the Debtors'
general assets.  As of the Petition Date, the Debtors estimate
that the aggregate unfunded balance for current employees under
all SERP programs, excluding balances owed to their CEO, was
$1,700,000, consisting of $1,200,000 in savings balances and
$500,000 in retirement balances.

The Debtors want to honor, in part, these prepetition unfunded
SERP obligations for their existing Key Employees:

  (a) With respect to active employees other than the CEO, the
      Debtors will pay 100% of existing SERP balances in the
      ordinary course of their business, provided, however, that
      no active employee will be entitled to a cash distribution
      on account of a SERP balance until the 2nd anniversary of
      the Emergence Date.  The Debtors anticipate paying
      $1,700,000 for the active employees;

  (b) The Debtors will honor 100% of their CEO's SERP savings
      balance.  The CEO will further be eligible for a cash
      payout of his SERP savings balance on retirement.
      However, the proposed KERP provides that no cash payout
      with respect to the CEO's SERP savings balance may occur
      until two years following the Emergence Date.  The Debtors
      expect to pay $1,100,000; and

  (c) The Debtors will honor 50% of the CEO's SERP pension
      balance, subject to a five-year vesting period, such that
      10% of the existing prepetition SERP pension balance will
      vest on each of the 1st through 5th anniversaries of the
      Emergence Date.  Vesting will be contingent on the CEO's
      continued employment as of each vesting date.  The Debtors
      further propose that the CEO be eligible for cash payout
      of any vested SERP pension balances upon retirement
      consistent with the provisions of the existing SERP
      program, except that the CEO will not be entitled to a
      cash distribution on account of a SERP balance until the
      2nd anniversary of the Emergence Date.  The Debtors
      estimate that the total value of 50% of the CEO's
      prepetition SERP pension balance is $1,100,000.

            Debtors Will File Employee Info Under Seal

The Debtors sought and obtained the Court's consent to file as
confidential document an exhibit which reports (a) the
individual salary information and (b) information regarding
proposed individual treatment under the proposed KERP Program
for over 200 employees affected by the KERP Motion.  The
Retention Information will remain under seal and confidential
and will not available to anyone other than:

    1. the Court;
    2. the U.S. Trustee;
    3. the counsel for the agent to the prepetition lenders; and
    4. the Official Committee of Unsecured Creditors' counsel.

"The release of this confidential information could be damaging
to the Debtors' employees and, therefore, to the Debtors and
their estates," Mr. Chehi says. (GenTek Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY: Seeks Nod for Proposed Interim Compensation Procedures
---------------------------------------------------------------
Pursuant to Section 331 of the Bankruptcy Code, all
professionals are entitled to submit applications for interim
compensation and reimbursement of expenses every 120 days, or
more often if the Court permits.

Thus, Genuity Inc., and its debtor-affiliates ask that the Court
enter an administrative order establishing procedures comparable
to those established in other large Chapter 11 cases for
compensating and reimbursing Court-approved professionals on a
monthly basis.

William F. McCarthy, Esq., at Ropes & Gray, in Boston,
Massachusetts, explains that this order will permit the Court
and all other parties to more effectively monitor the fees
incurred. The proposed procedures would require each
professional to present to the Debtors, the United States
Trustee, and any statutory committees which may be appointed,
with a detailed statement of services rendered and expenses
incurred for the prior month.  If no party timely objects to
these statements, the Debtors would be authorized to pay each of
the professionals 80% of the amount of fees incurred for the
month, with a 20% holdback, and 100% of disbursements for the
month.  These payments would be subject to the Court's
subsequent approval as part of the normal interim fee
application process, every 120 days.

Specifically, the Debtors propose that the monthly payment of
compensation and reimbursement of expenses of the professionals
be structured as:

  A. on or before the 20th day of each month after the month for
     which compensation is sought, each professional seeking
     compensation, other than a professional retained as an
     ordinary course professional, will serve a monthly
     statement, by hand or overnight delivery on:

     -- Steven N. Avruch, Esq., the officer designated by the
        Debtors to be responsible for these matters;

     -- Don S. DeAmicis, Ropes & Gray, counsel for the Debtors;

     -- the Office of the United States Trustee;

     -- David Feldman, Kramer, Levin Naftalis & Frankel LLP,
        counsel for the Official Committee of Unsecured
        Creditors; and

     -- counsel to any other statutory committee appointed in
        these Chapter 11 cases;

  B. the monthly statement need not be filed with the Court and
     a courtesy copy need not be delivered to the presiding
     judge's chambers since this Motion is not intended to alter
     the fee application requirements outlined in Sections 330
     and 331 of the Bankruptcy Code and 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 Code, the
     Federal Rules of Bankruptcy Procedure and the Local Rules
     for the United States Bankruptcy Court for the Southern
     District of New York;

  C. each monthly fee statement must contain a list of the
     individuals and their titles 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 service to review the statement 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 persons
     designated to receive statements, 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 fee
     statement, they will withhold payment of that portion of
     the fee statement to which the objection is directed and
     promptly pay the remainder of the fees and disbursements in
     the percentages set forth;

  G. if the parties to an objection are able to resolve their
     dispute after the service of a Notice Of Objection to Fee
     Statement and if the party whose 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 should promptly
     pay that portion of the fee 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
     fee 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 no 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, pursuant to Sections 330 and 331 of the
     Bankruptcy Code 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 expenses 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. counsel for any official 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
     the counsel represents; provided, however, that the
     committee counsel ensures that these reimbursement requests
     comply with the Court's Administrative Orders dated June
     24, 1991 and April 21, 1995.

Mr. McCarthy tells the Court that the procedures suggested in
this motion will enable all parties to closely monitor costs of
administration, maintain a level cash flow, and implement
efficient cash management procedures.

The Debtors further ask that the Court limit the notice of
hearing to consider interim applications to:

    -- the Office of the United States Trustee;

    -- counsel to the Creditors' Committee; and

    -- all parties having filed a notice of appearance and
       request for notices under Rule 2002 of the Federal Rules
       of Bankruptcy Procedure.

This notice will apprise the parties most active in this case
and will save the expense of undue duplication and mailing.

The Debtors further ask the Court to permit each member of the
Creditors' Committee to submit statements of expenses and
supporting vouchers to counsel for the Creditors' Committee, who
will collect and submit these requests for reimbursement in
accordance with the procedures for monthly and interim
compensation and reimbursement of professionals. (Genuity
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GEOWORKS CORP: Reduces Board Membership to Three from Seven
-----------------------------------------------------------
Geoworks Corporation (OTC Bulletin Board: GWRX), a provider of
leading-edge software design and engineering services to the
mobile and handheld device industry, announced that its Board of
Directors reduced the number of directors authorized to serve on
the Board from seven to three and accepted the resignation of
four of its outside directors.  The Board also assumed the
responsibilities of the audit and compensation committees and
dissolved those committees.

"Given our present circumstances, we believe that it is
appropriate for a reduced board to guide us as we consider our
remaining alternatives," said Steve Mitchell, President, CEO and
continuing Board member. "I want to thank each of the departing
Board members for his service through a difficult period for the
Company.  And I am grateful for the continuing efforts of our
Chairman, Dave Grannan, and third Board member, Dave Domeier."

Geoworks Corporation is a provider of leading-edge software
design and engineering services to the mobile and handheld
device industry.  Based in Emeryville, California, the Company
maintains a European development center in the United Kingdom.
Additional information about Geoworks can be found on the World
Wide Web at http://www.geoworks.com

                         *     *     *

As reported in Troubled Company Reporter's January 10, 2003
edition, Geoworks Corporation cancelled its January 8, 2003,
special stockholders meeting due to a lack of a quorum.

"Since the votes cast were overwhelmingly in favor of the
company's proposals to sell its UK professional services
business and to liquidate, we are very disappointed that there
were simply not enough votes cast despite numerous mailings and
phone calls," said Steve Mitchell, president and CEO of the
company. "We thank those shareholders who did return their
ballots and our proxy solicitors for all of their efforts. The
company must now rapidly assess its alternatives, including
seeking bankruptcy protection."


GLOBAL CROSSING: Wins Go-Signal to Dissolve Two UK Subsidiaries
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's authority to dissolve certain foreign Global Crossing
entities and to enter into related transactions pursuant to
Section 363 of the Bankruptcy Code.

As previously reported, the GX Debtors sought and obtained this
relief because the affiliates they were seeking to dissolve --
debtor Global Crossing Holdings UK Limited and non-debtor Global
Crossing Marketing (UK) Ltd. -- were unable to file their
"Statutory Accounts," as required by the laws of the United
Kingdom.

"Statutory Accounts" refer to the accounts that must be filed
with the Companies House -- the corporate regulatory agency for
England and Wales -- annually.  Each company must prepare a
profit and loss account and a balance sheet.  Where a company
has subsidiaries, the accounts must also be prepared on a
consolidated basis.  The accounts are filed along with reports
from the directors and the auditors of the company confirming
their accuracy.  Filing of Statutory Accounts is required under
laws of the United Kingdom.  The "Companies House" is an entity
in the United Kingdom similar to the Securities and Exchange
Commission.  The Companies House monitors the activities of
corporations and companies in the United Kingdom.

Failure to file Statutory Accounts could result in fines,
penalties and even criminal liability for the directors.  A
director may be banned from serving as a director of another
company for as long as five years as punishment for failing to
file.  The directors of all 20 Global Crossing UK subsidiaries,
including Holdings UK and Marketing UK are, with few exceptions,
identical.

Because of the ongoing threat of civil and criminal liability
for failure to file Statutory Accounts, the Debtors filed an
application to "strike Holdings UK and Marketing UK off the
register."

A result of this dissolution, will be to relieve the directors
of Holdings UK and Marketing UK of any potential liability
resulting from failure to file Statutory Accounts. (Global
Crossing Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Global Crossing Holdings' 9.625% bonds due 2008 (GBLX08USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GMAC COMML: Fitch Affirms Low-B & Junk Ratings on 5 Note Classes
----------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 1998-C1,
$162.5 million class A-1, $687.4 million class A-2 and interest
only class X at 'AAA'.

Fitch also affirms the $28.8 million class B at 'AA+', $64.7
million class C at 'AA', $75.5 million class D at 'A', $68.3
million class E at 'BBB', $43.1 million class F at 'BBB-', $32.4
million class G at 'BB+', $25.2 million class H at 'BB', $14.4
million class J at 'B', $25.2 million class K at 'B-', and $14.4
million class L and $10.8 million class M at 'CCC'. Fitch does
not rate the $13 million class N. The rating actions follow
Fitch's annual review of the transaction, which closed in May
1998. The rating affirmations are due to consistent pool
performance and the current status of the largest loan in the
deal, which is in special servicing.

GMACCM, as master servicer, collected year-end 2001 operating
statements for approximately 97% of the pool, excluding the
Senior Living Properties loan, which is currently in bankruptcy.
The weighted average debt service coverage ratio for the loans
that provided operating results, using borrower reported net
cash flow is 1.61 times, up slightly from YE 2000 DSCR of 1.56x.
There are currently four specially serviced loans, representing
17.9% of the pool (16.3% of which is the SLP loan). With the
exception of the SLP loan, which is current, the remaining
specially serviced loans are all greater than 90 days
delinquent.

The SLP loan, representing, 16.3% of the transaction, is the
largest loan in the pool and continues to be of concern. The
borrowers filed bankruptcy in May 2002 and GMACCM, as special
servicer, has been assessing the portfolio and developing a
course of action since that time. The fact that there is a
surety bond in place that continues to keep the loan current and
will be able to do so until maturity, if necessary, partially
mitigates the poor operating performance of the properties and
should provide adequate time to work out the loan
satisfactorily.

The three other loans in special servicing represent 1.6% of the
pool. The Licata Portfolio, representing 0.7% of the pool,
consists of 6 multifamily properties located in New Jersey. The
most recent appraisal, completed in January 2000, values the
properties at $7.8 million, which is less than the current loan
balance of $8.3 million. New appraisals are in the process of
being ordered, however, it is anticipated that there will be no
equity remaining and losses appear likely upon final resolution.
The remaining two loans in special servicing consist of two
crossed health care facilities located in Pennsylvania. The
William Penn Health Care Facility and Loyalhanna Healthcare
Facility, combined, represent 0.9% of the pool. Appraisals
completed in July 2002 value the properties in excess of their
current respective loan amounts and GMACCM is working with the
borrower to finalize a plan that would have arrearages added to
the loan balance and the borrower resume making full monthly
payments. One other loan that had been specially serviced, the
Cigna Healthcare Facility, paid off in January 2003 causing a
$1.4 million loss to the trust.

The certificates are currently collateralized by 165 multifamily
and commercial mortgage loans. The pool balance has paid down
12% to $1.3 billion, from $1.4 billion at issuance. Major
property type concentrations include multifamily (24.6%), health
care (22.6%), and retail (20%). Geographically the pool is
concentrated in Texas (21.6%), New York (10.6%) and California
(9.5%).

Fitch will continue to monitor the SLP loan closely, as well as
the outcome of the other specially serviced loans.


GOLFGEAR INT'L: Names Chris Holiday as SVP for Sales & Marketing
----------------------------------------------------------------
On the eve of the PGA Show in Orlando, Florida, GolfGear
International Inc. (OCTBB:GEAR), manufacturer of the award-
winning line of Tsunami drivers, fairway woods and irons, all
using proprietary forged-face insert technology, is poised for
rapid growth in 2003, with a new management team in place,
award-winning products in the marketplace, an extensive new
product development program under way, and a comprehensive new
marketing plan, including a direct response program, ready to
kick off.

The 13-year-old company, founded by Don Anderson in 1989,
received new investment money from Peter H. Pocklington last
year, and Pocklington became chairman. In October, he appointed
Michael A. Piraino as president, chief operating officer, chief
financial officer and a director. At the same time, Anderson
became chief executive officer.

Earlier this week, Chris Holiday was named senior vice president
of sales and marketing for GolfGear. Formerly, Holiday was the
head of U.S. sales for Callaway Golf (NYSE:ELY).

"We have a solid team in place now," said Pocklington. "Michael
Piraino is a veteran chief executive officer and chief financial
officer of publicly traded companies." Most recently he was
founder and CEO of CEO Resources LLC, an executive management
resources company providing interim CEO services, merger and
acquisition and capital funding advisory services to clients.

"His lengthy career in building a number of successful companies
also has been complemented by his success in company
acquisitions and integrating them into existing organizations,"
Pocklington added. Piraino has raised more than $350 million;
negotiated, closed and integrated more than 30 acquisitions; and
is an expert in balance sheet restructuring.

"Chris Holiday was with Callaway Golf during its strongest
growth period and has the most extensive customer knowledge of
anyone in the business and we are delighted to have him," said
Pocklington.

"Don Anderson, our founder, has been in the golf business since
he was a young adult, and his experience is invaluable. He
invented forged-face insert technology," explained Pocklington.

Regarding products, in 2002 GolfGear's 340 cc Tsunami driver was
twice certified as the number one driver in distance according
to testing done by Rankmark International, the golf industry's
premier club testing company. Comparative testing was done by
more than 300 golfers and included 40 different drivers.

As a result of GolfGear's new product development program the
company, this month, is introducing new 360 cc and 400 cc
drivers to its Tsunami line of clubs. Additional equipment is
under development to keep GolfGear in the forefront of the
industry and maintain its reputation as an innovator in the golf
industry.

GolfGear recently granted Nike Golf a non-exclusive, long-term,
worldwide license to manufacture and sell golf clubs under
GolfGear's patents covering its proprietary forged-face insert
technology. The license agreement grants Nike Golf the right to
institute litigation against third parties for infringement of
GolfGear's patents. Several other licensing agreements are being
pursued.

Piraino said the company's comprehensive new marketing plan is
under way and includes advertising, public relations, a direct
response program that will debut in the next several weeks and
other ancillary activities.

James finished at the top of the 2002 Pinnacle LDA Tour Official
Money List for the regular season, including taking first place
in the Pinnacle LDA Tour competition at Greensboro, N.C., where
he had a drive of 358 yards using a Tsunami driver.

By affixing a forged-face insert into the cavity of an
investment-cast clubhead, the most solid hitting surface in golf
is created. When metal is forged, density is increased. "Greater
density equates to increased energy transfer, and that means
more power and more distance," explained Piraino.

Piraino said the company is seeking additional investment
capital. Additionally, he stated, "We expect GolfGear not only
to return to profitability during mid-year but also to see
substantial increased sales over 2002."

"GolfGear's patent portfolio with respect to insert technology
is the largest and most comprehensive in the golf industry, with
seven domestic and two foreign patents issued related to forged-
face insert technology, and additional patents pending," said
Piraino.

In addition to its Tsunami clubs, GolfGear offers a full line of
other proprietary golf equipment, including Leading Edge(R)
Championship Putters; Diva woods and irons for women; and
Players(R) clubs for junior golfers. GolfGear's products are
sold principally in the United States through pro shops and golf
specialty stores, as well as in Europe, Asia, China, England,
South Africa and several other countries.

At September 30, 2002, GolfGear International, Inc.'s balance
sheet shows a total shareholders' equity deficit of about
$62,000.


GUESS? INC: S&P Assigns Preliminary Royalty Finance Note Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'BBB' rating to Guess? Royalty Finance LLC's $75 million secured
notes.

The preliminary rating is based on information as of Jan. 22,
2003. Subsequent information may result in the assignment of a
final rating that differs from the preliminary rating.

The preliminary rating is based on an analysis of the cash flow
related to the various licensing agreements assigned to it and
its indirect interests in the related trademarks, the legal
structure of the securitization, and Guess? Inc.'s servicing
ability. Credit support consists primarily of credit enhancement
provided by overcollateralization and an interest reserve
account.

As reported in Troubled Company Reporter's January 17, 2003
Edition, Standard & Poor's lowered its corporate credit rating
on apparel manufacturer and retailer Guess? Inc., to 'BB-' from
'BB'.

At the same time, Standard & Poor's lowered its subordinated
debt rating on the company to 'B' from 'B+'. The outlook is
negative. The Los Angeles, California-based company had
approximately $86 million in total debt outstanding as of
September 28, 2002.

"The downgrade reflects the continued erosion of Guess?'s
operating performance and weakened credit protection measures.
The company's performance in recent years has been hurt by the
intensely competitive retail environment, waning consumer
confidence, and consumers' poor response to its product line,"
said Standard & Poor's credit analyst Diane Shand.

DebtTraders reports that Guess? Inc.'s 9.50% bonds due 2003
(GES03USR1) are trading at about 95 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GES03USR1for
real-time bond pricing.


HARBOR INSURANCE: S&P Hatchets Financial Strength Rating to Bpi
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Harbor Insurance Co.,
to 'Bpi' from 'BBpi'.

"Key rating factors include Harbor's decline in capitalization
and increasing leverage in 2002, weaker liquidity, and limited
operating scope," said Standard & Poor's credit analyst Alan
Koerber.

Based in Tulsa, Okla., Harbor writes mainly private passenger
auto in Oklahoma. Its products are distributed primarily through
independent agents. Harbor, which began business in 1993, is
licensed in only Oklahoma.

The company, which has no parent, subsidiary, or affiliate
relationships, is rated on a stand-alone basis.


HECLA MINING: Caps Price of 20 Million-Share Public Offering
------------------------------------------------------------
Hecla Mining Company (NYSE:HL) entered into an underwriting
agreement in connection with its previously announced public
offering and Registration Statement filed with the Securities
and Exchange Commission declared effective Tuesday.

The underwriters have agreed to purchase 20 million Hecla common
shares from the company and 2 million common shares from two
Hecla pension plans, at a price of $4.25 per share, less the
underwriting discount. The lead manager is Merrill Lynch & Co.,
and co-managers in the transaction are CIBC World Markets Corp.
and Salomon Smith Barney. Net proceeds to the company for the
sale of the 20 million common shares are expected to be
approximately $79 million. The underwriters have a 30-day option
to purchase up to 3 million additional common shares to cover
over-allotments.

Net proceeds to the company will be used to fund future
exploration and development, working capital requirements,
capital expenditures, possible future acquisitions and for other
general corporate purposes. Following the transaction, Hecla
will have approximately 106 million common shares issued and
outstanding, not counting any over-allotment shares.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 111-year-old company, Hecla has long
been well known in the mining world and financial markets as a
quality silver and gold producer.

                           *   *   *

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

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

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


INTEGRATED HEALTH: Court Approves Hawaii Home Settlement Pact
-------------------------------------------------------------
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, recounts that on January 1, 2000,
Rotech and Hawaii Home Infusion Inc., entered into a Durable
Medical Equipment Subcontract Agreement.  The Subcontract
provided for subcontracting Rotech's performance of certain home
oxygen services in the State of Hawaii, services, which Rotech
had primarily contracted with the United States Veterans
Administration to perform.

Mr. Morton tells the Court that Hawaii Home did not perform
postpetition under the Agreement.  Rotech and Hawaii Home each
claim damages due to the failure of the other to perform.  In
2001, Hawaii Home sued Rotech on the Subcontract in a lawsuit
filed in the United States District Court for the District of
Hawaii. Rotech subsequently filed a counterclaim.  Thereafter,
Rotech moved to reject the Subcontract in its bankruptcy case,
to which Hawaii Home objected and asserted an administrative
expense claim for at least $1,282,767.88.

By order dated August 5, 2002, the Court authorized and approved
the rejection of the Subcontract and capped the Hawaii Home
claim no. 13676 filed in these cases at $1,282,767.88.
Thereafter, the parties engaged in discovery, selected a
mutually acceptable arbitrator and, prior to submitting the
Hawaii Home Claim to arbitration, reached an agreement to
resolve all disputes between them by liquidating the Hawaii Home
Claim as a $900,000 general unsecured claim.

Integrated Health Services, Inc., and its debtor-affiliates deny
liability and believe they have defenses to the Hawaii Home
Claim.  However, Mr. Morton is concerned that the arbitration of
that Claim would raise factual issues, and the Rotech
representative who is most familiar with them is no longer
affiliated with the Company, so the result would be far from
assured.  The Debtors' negotiations with Hawaii Home to date
have eliminated an administrative expense claim amounting to
$1,282,767.88, and the settlement will reduce the general
unsecured Hawaii Home Claim by $382,768 and further eliminate
the administrative expenses that would be entailed by
arbitration of the Claim.  Moreover, under the settlement, the
time and attention of senior management and key personnel of the
Debtors will not be diverted from their primary task, namely a
successful reorganization.

Accordingly, the Debtors sought and obtained Court approval of
their November 26, 2002 compromise and settlement agreement with
Hawaii Home Infusion Inc. (Integrated Health Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IT GROUP: Exclusivity Period Hearing Slated for Wednesday
---------------------------------------------------------
With the support of the Official Committee of Unsecured
Creditors, The IT Group, Inc., and its debtor-affiliates ask the
Court to extend for the fourth time their exclusive period to
file a reorganization plan through and including April 14, 2003
and their exclusive period to solicit acceptances of that plan
through and including May 12, 2003.  This is without prejudice
to:

    (a) the Debtors' right to seek further extensions of the
        Exclusive Periods; or

    (b) the right of any party-in-interest to seek to reduce the
        Exclusive Periods for cause.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, tells Judge Walrath that, without
another extension of the Exclusive Periods, a protracted and
contentious plan solicitation and confirmation process might
evolve.  This would only serve to increase administrative
expenses and decrease recoveries to the Debtors' creditors,
significantly delaying, if not undermining, the Debtors'
reorganization efforts.  Mr. Galardi reports that the Debtors
continue to face unresolved complex issues, which include the
resolution of environmental and insurance matters in connection
with their business operations at the Northern California Sites.

Mr. Galardi also relates that the Debtors, the Committee
and the Prepetition Lenders continue to discuss a potential
settlement of outstanding issues between them, including, a
consensual Chapter 11 plan or plans for the Debtors.  These
discussions have been stalled, in part, by the $16,000,000,000
in claims asserted against the Debtors.  The Debtors believe
that they should be given additional time to negotiate the final
terms of a Chapter 11 plan with the Committee and the
Prepetition Lenders without the distraction and expense of
competing plans filed by other parties-in-interest.

Judge Walrath will consider the Debtors' request during the
hearing on January 29, 2003 at 10:30 a.m.  By application of
Delaware Local Rule 9006-2, the Debtors' Exclusive Filing Period
is automatically extended until the conclusion of that hearing.
(IT Group Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KULICKE & SOFFA: First Quarter 2003 Net Loss Stays Almost Flat
--------------------------------------------------------------
Kulicke & Soffa Industries, Inc., (Nasdaq:KLIC) announced
financial results for its first quarter of fiscal year 2003
ended December 31, 2002.

Revenue for the first fiscal quarter ended December 31, 2002 was
$111.4 million compared to revenue in the first quarter ended
December 31, 2001 of $103.2 million, an increase of 8.0%. The
loss from operations during the first fiscal quarter of 2003 was
$12.6 million versus a loss of $21.5 million during the first
fiscal quarter of 2002.

The net loss for the first quarter ended December 31, 2002 was
$17.7 million versus a net loss of $17.5 million in the first
quarter ended December 31, 2001.

Net bookings for the first fiscal quarter ended December 31,
2002 were $117.0 million, which is an improvement of $7 million
over the prior quarter ended September 30, 2002. Backlog at
December 31, 2002 was $60.0 million compared to backlog at
September 30, 2002 of $54.0 million.

C. Scott Kulicke, chairman and chief executive officer, stated,
"Our order activity in the December quarter exceeded our
expectations by approximately 10%. The increase in orders was
largely due to higher demand for wire bonders, ordered for new
packaging capabilities. This also represents continued growing
acceptance of the latest K&S Maxum wire bonder. With that in
mind, our guidance for the second quarter ending March 31, 2003,
is for revenue of $120.0 million to $130.0 million."

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

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


LAMBERT COMMS: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Keith N. Costa, Esq., representing the Office of the United
States Trustee, tells the U.S. Bankruptcy Court for the District
of Connecticut that Lambert Communications, Inc., has no
business to reorganize, won't ever be able to confirm a plan,
isn't fulfilling its obligations as a chapter 11 debtor-in-
possession, and the Company should be liquidated under
chapter 7 of the Bankruptcy Code.  The Honorable Alan H.W. Shiff
will convene a hearing at 10:00 a.m. on Feb. 11, 2003, to
entertain the U.S. Trustee's request.

Lambert Communications, Inc., dba Healthcare Satellite
Broadcasting, Inc., filed for chapter 11 protection on June 14,
1995 (Bankr. Case No. 95-50886).  James Berman, Esq., at Zeisler
and Zeisler in Bridgeport, represents the Company.  Lambert used
to deliver Physicians News Network, the Patient Movie Channel,
and The Leadership Channel to some 600 subscriber hospitals
until its satellite link terminated in August 1995.


LEVEL 8 SYSTEMS: Nasdaq Knocks-Off Shares Effective Yesterday
-------------------------------------------------------------
Nasdaq delisted Level 8 Systems, Inc.'s (NASDAQ: LVELC) common
stock from the Nasdaq SmallCap Market effective with the open of
business on January 23, 2003.

Previously, a Nasdaq Listing Qualifications Panel had granted
Level 8's request to be transferred from the Nasdaq National
Market to the Nasdaq SmallCap Market pursuant to an exception
from the continued listing requirements. To satisfy this
exception, Level 8 was required to meet two conditions. First,
Level 8's common stock had to trade at or above a $1.00 minimum
bid price for ten consecutive trading days, beginning on or
before January 13, 2003; and, second, Level 8 was required to
have at least $5,000,000 in shareholders' equity on or before
January 13, 2003. Level 8 was unable meet either of these
conditions.

Level 8 has no plans to appeal Nasdaq's decision to delist its
common stock from the SmallCap Market. Level 8 is eligible to be
quoted on the OTC Bulletin Board and anticipates that its common
stock will be quoted on the OTC Bulletin Board under the symbol
"LVEL." While there can be no assurance that its common stock
will trade on the OTC Bulletin Board following delisting from
the SmallCap Market, Level 8 believes that market makers will
continue to make a market in its shares of common stock on the
OTC Bulletin Board.

"While we are disappointed that we were unable to address the
minimum bid deficiency and the shareholders equity deficiency in
the time allotted, we are still very much committed to our
business plan and we continue to execute business with major
corporations. We hope to return to the SmallCap Market on Nasdaq
in the future," stated Tony Pizi, CEO of Level 8 Systems, Inc.

Level 8 Systems, Inc., (NASDAQ: LVELC) is a global provider of
high-performance, application integration software that enables
organizations to extend the life of their IT investments and
maximize the value of multiple business systems. Level 8
technologies, products, and services help innovative
organizations in industries such as financial services,
telecommunications, utilities, travel and hospitality, and
retail streamline business processes, improve client
satisfaction, increase efficiencies, and reduce costs. For more
information about Level 8 visit http://www.level8.com

At September 30, 2002, Level 8's balance sheet shows that total
current liabilities exceeded total current assets by about $5
million.


LIGHTHOUSE FAST FERRY: Units File for Chapter 11 Reorg. in N.J.
---------------------------------------------------------------
Lighthouse Fast Ferry Inc., (symbol OTCBB: LHFF) announced the
filing by its subsidiaries, Fast Ferry I Corp., Fast Ferry II
Corp., and New York Fast Ferry Services, Inc., of a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The petition was filed with the United States Bankruptcy Court
for the District of New Jersey and covers the subsidiaries
operating Lighthouse's Highlands, New Jersey to Manhattan
commuter ferry service.

Lighthouse elected to avail itself of the protections afforded
by Chapter 11 of the Bankruptcy Code to prevent the disruption
of its commuter ferry service, which could have occurred in the
event the holder of the mortgages on its vessels attempts to
foreclose and take possession of the vessels. The filings will
enable Lighthouse to continue to conduct business as usual while
it develops a reorganization plan.

Lighthouse previously announced a short-term charter agreement
with New York Waterway for Lighthouse's two vessels, which
currently operate from Highlands, New Jersey to Manhattan.
During the charter period, which has been extended, Lighthouse
agreed to negotiate exclusively with New York Waterway for the
sale of Lighthouse's two vessels and its rights to operate from
Highlands. Lighthouse has been negotiating with New York
Waterway for the sale of high-speed ferry vessels, and certain
operating assets of Lighthouse but has been unable to reach
agreement with the holder of the mortgage on the vessels.
Lighthouse will be required to obtain the approval of the
mortgage holder or otherwise discharge the primary mortgages on
the vessels to consummate the sale of the assets.

New York Waterway has committed to continue the time charter
arrangement during the Chapter 11 reorganization process to
permit Lighthouse to maintain its Monmouth County - New York
City commuter ferry service.

Lighthouse Fast Ferry, Inc., incorporated in 1993 and formerly
known as Lighthouse Landings, Inc., is in the business of
operating high-speed, passenger ferry services in the greater
New York City harbor area through its subsidiaries, Fast Ferry I
Corporation, Fast Ferry II Corporation and New York Fast Ferry
Services, Inc. (collectively NY Fast Ferry). The Company owns
and operates two high-speed passenger ferries.


LIGHTHOUSE FAST FERRY: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Fast Ferry I Corp.,
             195 Fairfield Avenue, Suite 3C
             Caldwell, New Jersey 07006-0000

Bankruptcy Case No.: 03-11030

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Fast Ferry II Corp.                        03-11033

Type of Business: The Debtors, affiliates of Lighthouse Fast
                  Ferry Inc., are in the business of operating
                  high-speed, passenger ferry services in the
                  greater New York City harbor area.

Chapter 11 Petition Date: January 10, 2003

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtors' Counsel: Daniel Stolz, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  PO Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700

                                   Total Assets:  Total Debts:
                                   -------------  ------------
Fast Ferry I Corp.                   $4,840,876    $5,318,028
Fast Ferry II Corp.                  $4,841,021    $5,391,172

Debtors' 5 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Lighthouse Fast Ferry, Inc. Loans and advances      $4,000,000
195 Farifield Avenue,
Suite 3C
Caldwell, NJ 07006
Patricia Been, CFO
Tel: 973-618-9034

Debis Financial Services,   Vessel M/V Finest       $4,836,797
Inc.                                               (2,500,000
201 Merritt 7, Suite 700                              secured.)
Norwalk, CT 06856
Tel: 203-847-4500

James R. Solakian           Vessel M/V Finest         $250,000
152 Mockingbird Court                                (2,500,000
Three Bridges, NJ 08887                               secured.)
Tel: 908-782-9665

R.E. Derecktor Shipyards    Trade debt                  $83,594

Atlantic Detroit Diesel     Trade debt                  $50,750


LISANTI FOODS: Court Approves Amper Politziner's Engagement
-----------------------------------------------------------
Lisanti Foods, Inc., and its debtor-affiliates obtained the U.S.
Bankruptcy Court for the District of New Jersey's approval to
employ Amper Politziner & Mattia as Accountants, nunc pro tunc
to November 20, 2002.

The services which Amper Politziner will provide to the Debtors
include:

     a) assisting the Debtors with preparation of their
        petitions, schedules and statements of financial
        affairs, to the extent necessary;

     b) assisting the Debtors, if necessary, in the preparation
        of monthly operating reports to the office of the United
        States Trustee and the Court;

     c) providing financial analyses of any business plan, plan
        of reorganization and accompanying disclosure statement;

     d) reviewing and analyzing proposed transactions for which
        the Debtors may seek Court approval;

     e) reviewing and analyzing the tax impact of proposed
        transactions or plans of reorganization and other tax
        services, as may be requested; and

     f) providing general financial advisory services to assist
        the Debtors and their counsel in the administration of
        the estate.

The Debtors will compensate Amper Politziner on an hourly basis,
which are:

          Partners/Directors           $315 per hour
          Managers/Senior Managers     $175 to $265 per hour
          Seniors/Supervisors          $140 to $165 per hour
          Staff                        $ 95 to $125 per hour
          Paraprofessionals            $ 55 to $ 70 per hour

Lisanti Foods, Inc., leading suppliers of products to
restaurants and pizza parlors, filed for chapter 11 bankruptcy
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.


LUCENT TECHNOLOGIES: Fiscal Q1 2003 Net Loss Narrows to $264MM
--------------------------------------------------------------
Lucent Technologies (NYSE: LU) reported results for the first
quarter of fiscal 2003, which ended Dec. 31, 2002, in accordance
with U.S. generally accepted accounting principles. The company
recorded revenues of $2.08 billion in the quarter, which
represented a 9 percent sequential decline from the $2.28
billion in revenues achieved in the fourth quarter of fiscal
2002. The company had previously stated that revenues for the
quarter would be flat to down 10 percent on a sequential basis.
The company recorded $3.58 billion in revenues in the year-ago
quarter.

The company's net loss for the quarter was $264 million. These
results compare with a loss of $2.81 billion in the fourth
quarter of fiscal 2002 and a loss of $423 million in the year-
ago quarter.

The first quarter's loss per share included the favorable impact
of 5 cents per share due to the reduction of reserves for a
legal settlement associated with Lucent's former consumer
products leasing business and certain business restructuring
actions, as well as customer financing recoveries. These
favorable items were partially offset by a negative impact of 1
cent per share from the repurchase of convertible securities,
including the resulting tax benefits. These items resulted in a
net favorable impact of 4 cents per share in the first quarter.

      Executive Commentary on Financial Results and Outlook

"We made good progress on our path to profitability with an
improvement in gross margins and continued reductions in
expenses, despite a decline in revenue that was in line with the
low end of our guidance. We did what we said we would do this
past quarter," said Lucent Chief Executive Officer Patricia
Russo.

"We also announced 20 new contracts in the past quarter and
continue to expect a significant increase in revenues this
quarter."

While not forecasting an improvement in the overall market,
Lucent continues to expect an increase in its revenues to about
$2.5 billion in the second quarter of fiscal 2003. Excluding the
net favorable impact of 4 cents per share in the first quarter,
the company expects sequential improvement to the bottom line in
the second quarter. The company also reiterated that it
continues to work toward a return to profitability in late
fiscal 2003.

Lucent Chief Financial Officer Frank D'Amelio emphasized, "With
the ongoing actions to reduce our cost and expense structure, we
still expect to achieve EPS breakeven at $2.5 billion of
quarterly revenue by the end of the fiscal year, and we are
working to reduce that breakeven further. In the second quarter,
we expect to see margin improvements as we increase our volumes
and continue to get traction from our latest restructuring
actions. We remain totally focused on executing our plan."

                       Balance Sheet Update

As of Dec. 31, 2002, Lucent had $3.7 billion in cash and short-
term investments. This represents a decline of approximately
$700 million in the quarter, which was less than originally
planned. The decline primarily resulted from cash used in
operations, business restructuring and capital spending.

The total cash expected to be used for the full fiscal year
remains as previously forecast. The company reaffirmed that it
has sufficient liquidity to fund its plans, and as stated
previously, it still expects to end fiscal 2003 with more than
$2 billion in cash.

During the quarter, Lucent repurchased $392 million of its 8%
convertible preferred stock and $218 million of its 7.75% trust
preferred securities for 214 million shares of common stock.
Additionally, since Dec. 31, 2002, Lucent repurchased another
$143 million of its 8% convertible preferred stock and $170
million of its 7.75% trust preferred securities for 116 million
shares of common stock. Since beginning its repurchases in the
fourth quarter of fiscal 2002, the company has repurchased a
total of more than $1 billion of convertible securities to date.

The company also said today that it has elected to pay the
semiannual dividend on its 8% convertible preferred stock by
issuing shares of its common stock to preferred shareowners.
Under the terms of this security, the shares of common stock
will be sold so that preferred shareowners will receive cash.

               Gross Margin and Operating Expenses

Gross margin for the quarter was 22 percent of revenues as
compared with negative 15 percent for the fourth quarter of
fiscal 2002, a sequential increase of 37 percentage points. The
fourth quarter of fiscal 2002 was adversely impacted by
approximately $700 million of charges, or about 31 percentage
points, primarily resulting from additional inventory-related
charges and adjustments related to certain long-term contracts
and customer obligations, including a significant customer
financing default. In the year-ago quarter, gross margin was 12
percent.

Operating expenses for the first quarter of fiscal 2003 were
$766 million as compared with $2.45 billion for the fourth
quarter of fiscal 2002. The sequential decrease was driven by
the fourth quarter's significant business restructuring charges,
a significant customer financing default and asset impairment
charges, as well as the first quarter's continuing cost
reductions and lower provisions for bad debt and customer
financing. In the year-ago quarter, operating expenses were
$1.79 billion. The decrease from the year- ago quarter was
driven by lower provisions for bad debt and customer financing
and cost savings resulting from the company's business
restructuring actions.

    Review of Operations -- Three Months Ended Dec. 31, 2002

On a sequential basis, revenues in the U.S. declined 10 percent
to $1.29 billion and international revenues decreased 7 percent
to $783 million. Compared with the year-ago quarter, the U.S.
and international revenues each decreased 42 percent. The
declines were primarily due to continuing reductions in capital
spending by service providers.

Despite continuing market declines in the quarter, Lucent
announced 20 new contracts representing close to $1.5 billion in
revenues.

The company also continued to deploy products to help its
customers evolve and expand existing networks and introduced new
products that add next-generation capabilities where customers
need them.

Lucent's Worldwide Services organization played a major role in
many of Lucent's contract wins and also won an "Investing in
Excellence" award from BT in December. The award acknowledged
Lucent's role in effectively supporting BT's network
infrastructure and helping BT reduce overall costs and
operational expenditures.

Just this week, Lucent announced a 3G UMTS pilot network trial
for high- speed data services with T-Mobile of Germany and a
multimillion dollar contract with Orange in the UK to provide
solutions and services that will boost the capacity of its ATM
Access Transport network as it rolls out 3G service offerings.

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

Lucent Technologies' 7.700% bonds due 2010 (LU10USR1) are
trading at about 32 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.


METRIS COMPANIES: Slashing Workforce by about 180 Employees
-----------------------------------------------------------
Metris Companies Inc., (NYSE:MXT) is reducing its workforce by
approximately 180 employees. In a communication to employees,
Metris Chairman and Chief Executive Officer David Wesselink
cited the company's ongoing commitment to returning to
profitability as the reason behind the action.

"We have been conducting a thorough review of the entire
organization to determine the best ways to return Metris to
profitability," Wesselink said. "During this review, which
includes an in-depth analysis of all business operations,
strategies and resources, it became clear that a reduction in
our workforce would be a necessary step in streamlining and
revitalizing our operations, restoring investor confidence, and
ensuring the company's long-term success.

"Obviously this decision to reduce our workforce was a difficult
and painful one," he said. "Taking an action that deeply impacts
so many people throughout our organization is regrettable. I
greatly appreciate the hard work and dedication shown by all of
our employees over the years, and our management team and board
of directors share that gratitude."

More than half of the positions being eliminated are at the
company's Minnetonka headquarters. The reductions include
approximately 25 percent of the company's senior management
team. All of the affected employees will receive severance pay
based on their length of service and position at Metris, as well
as outplacement support.

"Although we are trimming our workforce, we are committed to
maintaining the same high level of service our cardholders and
customers have always enjoyed," Wesselink said. "I'm confident
that we will continue to deliver quality products and excellent
customer service."

The workforce reductions are expected to result in an annualized
cost savings of approximately $20.8 million. The company will
take a first quarter 2003 charge of approximately $4.9 million
in connection with the reductions. Metris will employ
approximately 3,700 employees following the reductions.

Metris Companies Inc., is one of the nation's leading providers
of financial products and services. The company issues credit
cards through its wholly owned subsidiary, Direct Merchants
Credit Card Bank, N.A., the 10th-largest bankcard issuer in the
United States. As a top-tier enhancement services company,
Metris also offers consumers a comprehensive array of value-
added products, including credit protection and insurance,
extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor
http://www.directmerchantsbank.com

                         *     *     *

As reported in Troubled Company Reporter's December 23, 2002
edition, Fitch Ratings lowered the senior debt and bank credit
facility ratings of Metris Companies Inc., to 'B-' from from
'B+'. In addition, the long-term deposit rating of Direct
Merchants Credit Card Bank N.A., has been lowered to 'B+' from
'BB'. The short-term deposit rating of DMCCB is unchanged at
'B'. All ratings have been placed on Rating Watch Negative.
Approximately $250 million of senior unsecured debt and $100
million of bank debt are affected by this action.

Fitch's downgrade and Rating Watch status reflect deterioration
in operating performance where higher losses have negatively
impacted earnings and profitability coupled with concerns
regarding ongoing access to the term and conduit asset-backed
securities markets. Metris has a considerable portion of its
conduit facilities that mature in the second quarter of 2003.
Although Metris is actively engaged with various credit
providers to ensure adequate conduit capacity, Fitch believes
the challenges this presents has heightened the risk to the
company. Moreover, Fitch is concerned that Metris will need to
rely on a surety provider to execute any term asset-backed
issuance, which if attainable, is likely to be a more costly
source of financing. Fitch also notes that Metris will need to
repay a $100 million term loan drawn under its bank credit
facility that comes due in July 2003. Repayment of this loan
could be more problematic unless additional financing is
obtained or regulators approve a dividend from the bank to the
holding company.

Fitch remains concerned with Metris' deteriorating operating
performance in the face of difficult economic and industry
conditions. The company's earnings and profitability have been
negatively impacted by higher levels of provisions coupled with
reduced revenues from a smaller portfolio. Furthermore, Fitch
expects that earnings are not likely to recover over the near-
term. Asset quality measures have also deteriorated owing to the
weaker economy and declining portfolio balance. Although Metris
has implemented a number of actions to improve its overall
credit quality, Fitch expects asset quality measures will also
remain pressured over the near to intermediate term.
Importantly, net charge-offs in the Metris Master Trust, the
company's primary securitization vehicle, have increased to
levels that have caused excess spread in the trust to fall below
5.50%, thereby trapping cash in the trust rather than releasing
back to the company. The company needs to maintain minimum
excess spread levels in the MMT under its securitization and
credit facilities, otherwise it may trigger covenant violations
and/or early amortization of securities issued out of the trust.
While excess spread levels are currently above these minimum
requirements, the deterioration in asset quality has eroded the
cushion that has previously existed. Further rating actions will
depend on the company's ability to improve overall operating
performance combined with its ability to secure or renew
additional financing for maturing obligations.


MIDLAND STEEL: Brings-In McDonald Hopkins as Bankruptcy Counsel
---------------------------------------------------------------
Midland Steel Products Holding Company and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District
of Delaware to engage the legal services of McDonald Hopkins,
Burke & Haber Co., LPA as attorneys in their chapter 11 cases.

McDonald Hopkins is expected to:

     a. assist the Debtors in fulfilling their duties as debtors
        in possession;

     b. represent the Debtors with respect to motions filed in
        their chapter 11 cases including, without limitation,
        motions for the sale or use of estate property, motions
        to assume or reject unexpired leases or executory
        contracts, and, motions for relief from stay;

     c. represent the Debtors in employee related matters; and

     d. assist the Debtors in the administration of their
        chapter 11 cases.

McDonald Hopkins will charge the Debtors its customary hourly
rates:

          Partners                $230 to $395 per hour
          Associates              $135 to $230 per hour
          Legal Assistants        $ 85 to $155 per hour
          Law Clerks              $ 75 per hour

Prior to the Petition Date, the Debtors paid McDonald Hopkins a
$50,000 retainer in connection with the preparation and
prosecution of the chapter 11 cases.

The Debtors add that to the best of their knowledge, McDonald
Hopkins is a "disinterested person" as that phrase is defined in
the Bankruptcy Code.

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.


MUTUAL RISK: Fitch Cuts Junk Long-Term & Sub. Debt Ratings to C
---------------------------------------------------------------
Fitch Ratings has downgraded Mutual Risk Management Ltd.'s long-
term issuer rating, which provides an indication of MRM's credit
quality at a senior unsecured level, to 'C' from 'CCC-'. Fitch
also downgraded the rating of MRM's convertible exchangeable
subordinated debt to 'C' from 'CC'. The ratings were removed
from Rating Watch Evolving.

The rating actions follow a review of MRM's plan to restructure
its senior debt. Fitch Ratings considers the restructuring to be
a distressed debt exchange since the alternative to the
restructuring would be liquidation. Upon completion of the
exchange, the ratings will be moved into the 'D' category under
Fitch's existing distressed debt guidelines. After thirty days,
Fitch expects to withdraw the ratings and no longer follow the
company.

The following ratings are affected:

Entity/Issue/Type            Action                Rating/Watch

Mutual Risk Management Ltd.

--Long-term issuer       Downgrade/remove      rating watch 'C';

--Conv. Exch. Sub. Debt  Downgrade/remove      rating watch 'C'.


NATIONAL AIRLINES: U.S. Trustee Wants Conversion or Dismissal
-------------------------------------------------------------
Barry Jenkins, Esq., representing the Office of the United
States Trustee, intends to file a motion with the U.S.
Bankruptcy Court for the District of Nevada urging that National
Airlines' chapter 11 case be dismissed or converted to a chapter
7 liquidation proceeding.

"[B]efore you run off and do this I suggest you pick up the
phone and talk to us," Craig D. Hansen, Esq., at Squire, Sanders
& Dempsey L.L.P., in Phoenix, counsel to the non-operating
carrier, tells Mr. Jenkins.  Mr. Hansen explains that conversion
will negatively impact the company's ability to collect the
remaining IATA and other clearing house receivables . . . to the
detriment of all creditors.

Blaine F. Bates, Esq., at Haynes and Boone, L.L.P., says that
the Official Committee of Unsecured Creditors appointed in
National's case "agree[s] with the Debtor that there should be
dialogue between the Committee, the Debtor and the U.S.
Trustee's office regarding the timing of [a] conversion to
chapter 7."

National Airlines halted operations and dismissed most of its
1,500 employees in early November 2002.  The Las Vegas-based
carrier couldn't close on a multi-million dollar financing
package necessary to emerge from chapter 11 as a reorganized
company and was unable to rustle-up an outside equity
investment.  In mid-2002, The ASTB declined to provide National
with any form of loan guarantee.  National, 48% owned by
Harrah's Entertainment Corp., served Chicago Midway, Chicago
O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York
JFK, Philadelphia and San Francisco with nonstop flights to and
from its Las Vegas hub.  When the Company filed for chapter 11
protection in 2001, it listed $103,464,700 in assets and debts
totaling $119,506,900.


NATIONAL CENTURY: Wants Access to Lenders' Cash Collateral
----------------------------------------------------------
All of National Century Financial Enterprises, Inc., and its
debtor-affiliates' outstanding bonds as of the Petition Date
were issued by Debtors NPF VI, Inc. and NPF XII, Inc.  As of the
Petition Date, the aggregate outstanding principal amount of the
bonds issued by NPF VI, the indenture trustee for which is The
Chase Manhattan Bank -- now known as JP Morgan Chase & Co. --
was $924,995,000, and the aggregate outstanding principal amount
of the bonds issued by NPF XII, the indenture trustee for which
is Bank One, N.A., was $2,047,500,000.

Charles Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that the Debtors granted the Indenture
Trustees a continuing, perfected, priority lien on and security
interest in all right, title and interest of the Debtors in the
funds generated and collected from the healthcare accounts
receivable.  The funds that are currently held in trust by the
Indenture Trustees are or may be Cash Collateral of the
Indenture Trustees.

The secured claims of the Indenture Trustees consists of amounts
owed by the Debtors with these note issuances:

  -- The issuance of seven series of notes, of which four remain
     outstanding, pursuant to that certain Master Indenture,
     dated as of June 1, 1998, by and among NPF VI, Inc.,
     National Premier Financial Services, Inc., as Servicer, and
     JPMorgan Chase, as Trustee; and

  -- The issuance of 12 series of notes, of which 10 remain
     outstanding to that certain Master Indenture, by and among
     NPF XII, National Premier Financial Service, Inc., as
     Servicer, and Bank One, as Trustee.

A free copy NPF XII Master Indenture is available at:

                http://bankrupt.com/misc/npfxii.pdf

The Debtors believe that it is imperative that they obtain
authority to use the Cash Collateral to continue business
operations and to fund the costs associated with the Chapter 11
cases administration.  Since the Petition Date, the Debtors have
made use of available funds.  In the future, if the Debtors do
not obtain authority to use the Cash Collateral, they soon will
have no funds for their business operations and Chapter 11
administrative costs.

Accordingly, without timely access to the use of Cash
Collateral, Mr. Oellermann says, the Debtors risk real and
substantial harm to their business that would threaten their
ability to continue to operate and work to maximize the recovery
for their creditors. In contrast, Mr. Oellermann points out, if
the use of Cash Collateral is approved, the Debtors will be able
to continue their business operations with minimal disruption,
and employee morale will be improved as a result.

Thus, the Debtors seek the Court's authority to use the Cash
Collateral.

The Debtors have negotiated with the Indenture Trustees and
other parties-in-interest regarding the terms and conditions on
which the Debtors may use the Cash Collateral on a consensual
basis. The principal terms include:

A. Specified Period

   The Debtors are authorized to use the Cash Collateral during
   the period from the Petition Date through and including
   February 1, 2003, as may be extended pursuant to further
   Court order.

B. Cash Management System

   The Debtors must maintain their existing bank accounts in
   accordance with the cash management orders entered in the
   Debtors' Chapter 11 cases.

C. Adequate Protection & Replacement Liens

   The Indenture Trustees are granted a lien against and
   Security interest in all presently owned and hereafter-
   acquired properties, assets and rights, of any kind or
   nature, of the Debtors, wherever located, including any cause
   of action of the Debtors' estate arising under Chapter 5 of
   the Bankruptcy Code; provided, however, that the Indenture
   Trustee for NPF VI will not be granted a lien on or security
   interest in any property of NPF XII, and the Indenture
   Trustee for NPF XII will not be granted a lien on or security
   interest in any property of NPF VI.

D. Section 507(b) Protections

   The Indenture Trustees will have the protection afforded by
   Section 507(b) of the Bankruptcy Code; provided, that Section
   507(b) superpriority administrative expense claim of the
   Indenture Trustee of NPF XII will not extend to any property
   of NPF VI, and vice versa.

E. Termination

   The Debtors' authority to use the Cash Collateral terminates
   upon occurrence of a "Termination Event".  Upon a Termination
   Event, subject to the "Carve-out", the Debtors must cease
   using the Cash Collateral and will hold the Cash Collateral
   in trust for the benefit of the Indenture Trustees.

F. Termination Events

   These include:

   (a) the entry of an order converting these Chapter 11 cases
       to cases under Chapter 7 of the Bankruptcy Code;

   (b) entry of an order dismissing these Chapter 11 cases; and

   (c) entry of an order by the Court terminating the Debtors'
       right to use Cash Collateral based on their failure to
       comply with material terms of the Order or other failure
       in the provision of adequate protection to the Indenture
       Trustees under Section 361 of the Bankruptcy Code.

G. Recognition of Liens

   The Debtors acknowledge that the prepetition liens and
   security interests granted to the Indenture Trustees in the
   Prepetition Collateral and the Cash Collateral are valid,
   binding, perfected, enforceable, first-priority liens and
   security interests, not subject to recharacterization or
   subordination and are otherwise unavoidable, and the
   acknowledgement will be binding for all purposes in these
   Chapter 11 cases; provided, however, that the Creditors
   Committee will have 60 days from the date of the entry of
   this Order to challenge the validity, priority and extent of
   the prepetition liens and security interests of the Indenture
   Trustees through the commencement of an adversary proceeding
   or appropriate contested matter in this Court.

H. Carve-out

   If the Debtors' right to use Cash Collateral pursuant to this
   Order should terminate as a result of the occurrence of a
   "Termination Event," the Indenture Trustees agree that, the
   Debtors may use the Indenture Trustees' Cash Collateral, to
   the extent that other funds are not immediately available, to
   pay:

   (a) any unpaid fees due to the U.S. Trustee pursuant to
       Section 1930 of the Judicial Procedures Code or otherwise
       and any fees due to the Clerk of the Court; and

   (b) the aggregate allowed unpaid fees and expenses payable
       under Sections 330 and 331 of the Bankruptcy Code to
       professional persons retained pursuant to a Court order
       by the Debtors or any official committee of unsecured
       creditors that may hereafter be appointed in the Chapter
       11 cases, provided, that upon the occurrence of a
       Termination Event, the professional fees and
       disbursements will not thereafter exceed $3,000,000 in
       the aggregate plus all unpaid professional fees and
       expenses incurred prior to the occurrence of the
       Termination Event to the extent allowed by the Court at
       any time.  The amounts will be reduced to the extent that
       the fees and expenses are paid by the Debtors after a
       Termination Event from available funds other than
       retainers.

I. Reservation of Rights

   Nothing in the Order will terminate, diminish or otherwise
   affect in any way the rights or interests of any person with
   respect to any property of the Debtors to the extent that the
   rights or interest in the property are:

   (a) created pursuant to any applicable law,

   (b) accorded by law a priority equal or senior to that of
       any right or interest in the property asserted by the
       Indenture Trustees, and

   (c) not subject to avoidance pursuant to Section 545 or any
       other provision of the Bankruptcy Code.

J. Section 506(c) Limitation

   The liens and security interests of the Indenture Trustees
   will not be subject to any surcharge or other remedy
   under Section 506(c) of the Bankruptcy Code, and will only be
   subject to the payment of the Carve-Out.

Mr. Oellermann informs the Court that the Debtors' use of the
Cash Collateral, including the Debtors' agreement to provide
replacement liens as adequate protection during its use, is
authorized pursuant to Section 363(c).  Section 363 provides
that "on request of an entity that has interest in property...
proposed to be used, sold, or leased, by the trustee, the court,
with or without hearing, will prohibit or condition such use,
sale or lease as is necessary to provide adequate protection of
the interest."

According to Mr. Oellermann, the terms of the proposed Order are
reasonable and beneficial to the Debtors' estates and creditors
because:

    (a) it will permit the Debtors to continue their business
        operations under a reasonable budget;

    (b) it will preserve the rights of parties with valid
        interests in the Debtors' assets as of the Petition Date
        and, in addition, preserve the rights of the Creditors'
        Committee to challenge the validity, priority and extent
        of the Indenture Trustees' liens and security interests
        during the 60 days after entry of the Order; and

    (c) it include reasonable and customary provisions regarding
        covenants for professional fees and other matters.
        (National Century Bankruptcy News, Issue No. 5;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: Asks Court to Approve Textron Master Settlement
----------------------------------------------------------------
After the Petition Date, NationsRent Inc., and its debtor-
affiliates commenced a comprehensive review of each of their
equipment leases with the ultimate goal of determining which of
the leases they intend to assume, reject, recharacterize or
renegotiate.  As part of this program, the Debtors participated
in arm's-length discussions with Textron Financial Corporation
over the renegotiation of their lease agreement and related
prepetition transactions.  Consequently, the parties entered
into a Master Settlement, Purchase and Sale and Security
Agreement, which contemplates, among others, the financed
purchased of the equipment inventory and the granting of a
purchase money security interest to Textron Financial.

Thus, the Debtors ask the Court to approve the Master Agreement.

The Debtors and Textron Financial are parties to a lease
agreement dated November 1, 2000.  Pursuant to the Lease
Agreement, the Debtors and Textron Financial agreed to enter
into further equipment lease schedules at later dates, whereby
the Debtors would lease equipment and other personal property
from Textron Financial.  The Lease Agreement provided that each
schedule constituted a single equipment lease to be governed by
the terms and conditions of the Lease Agreement.

The principal terms of the Master Agreement include:

A. Sale of Inventory and Terms of Sale

   Textron Financial will sell to the Debtors certain equipment
   covered by the Lease Agreement for $16,359,052.  The Debtors
   will finance the purchase of the Inventory by borrowing from
   Textron Financial the Purchase Price.  The sale is effective
   as of December 5, 2002;

B. Notes

   For each Sale, the Debtors will issue to Textron Financial a
   promissory note, which will identify the items of Inventory
   subject to the Sale.  Beginning on December 5, 2002, the
   Debtors will pay Textron Financial interest on the unpaid
   principal amount of each Loan accruing at the rate of 7% per
   annum.

C. Security Interest in Purchased Inventory

   To secure the Debtors' outstanding obligations under the
   Master Agreement and with respect to the Notes, Textron
   Financial will retain a purchase money security interest in
   the Inventory, including certain proceeds as provided under
   the Master Agreement.  The Debtors will authorize Textron
   Financial to file financing statements under the Uniform
   Commercial Code and agree to execute and deliver promptly to
   Textron Financial as it may reasonably request all
   appropriate documents to perfect and maintain the perfection
   of Textron Financial's security interests.

D. Termination of Prepetition Agreements

   The Debtors and Textron Financial agree to terminate their
   prepetition agreements as of December 5, 2002.  In view of
   that, Textron Financial will have allowed unsecured
   non-priority claims for the deficiency claims and the other
   general unsecured claims with respect to the Prepetition
   Agreements.  These Bankruptcy Related Claims will be
   determined after giving the Debtors a credit for the
   aggregate original principal amount of the Notes.  Textron
   Financial will have no further claims against the Debtors
   with respect to the Prepetition Agreements.

E. Mutual Release

   Effective as of December 5, 2002, Textron Financial fully
   releases the Debtors and their present and former
   directors, officers, employees, agents, representatives,
   advisors and affiliates from any and all claims, causes of
   action, liabilities and obligations arising under the
   Prepetition Agreements.  The Debtors also grant a similar
   release to Textron Financial and its parent as well as its
   present and former directors, officers, employees,
   agents, representatives, advisors and affiliates.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
asserts that the Master Agreement should be approve because it
provides for the purchase of the Inventory at a reasonable price
and on reasonable financing terms.  The Debtors will also
benefit from the Master Agreement because at the end of its
term, they will continue to own, and will be able to utilize,
the purchased Inventory for its remaining useful life.

Mr. DeFranceschi also notes that Textron Financial has required
the secured financing contemplated by the Master Agreement.
Textron Financial has advised the Debtors that it would be
unwilling to provide the financing on unsecured, administrative
expense terms.  "The granting of the purchase money security
interest in the Inventory was essential to obtaining the
favorable terms of the purchase of the Inventory and is an
essential part of the transaction," according to Mr.
DeFranceschi.  Nevertheless, Mr. DeFranceschi points out, the
interest rate provided for by the Master Agreement is
reasonable.

Mr. DeFranceschi further contends that the allowance of the
Bankruptcy Related Claims represents a fair and reasonable
resolution of Textron Financial's claims for prepetition
arrearages on the Prepetition Agreements.  Textron Financial has
agreed to give the Debtors a credit for the aggregate original
principal amount of the Notes against any prepetition arrearages
on the Prepetition Agreements. (NationsRent Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NIAGARA FRONTIER: Gains Nod to Access $25-Million DIP Financing
---------------------------------------------------------------
Niagara Frontier Hockey LP and its debtor-affiliates obtained
interim approval from the U.S. Bankruptcy Court for the Western
District of New York to borrow new money from Ableco Finance LLC
and grant superpriority postpetition liens on the team's assets
to secure repayment.

The Debtors ask the Court to obtain credit up to an aggregate
amount of $25,000,000 on a revolving credit basis to:

     i) fund ongoing working capital and general corporate needs
        of the Debtors during their chapter 11 cases;

    ii) pay the fees, costs, expenses, and disbursements of
        professionals retained by the Debtors or any statutory
        committees appointed in the Chapter 11 Cases of the
        Bankruptcy Code;

   iii) pay the costs and expenses of members of the Committees
        as approved by the Court, and other bankruptcy-relates
        charges as allowed by the Court; and

    iv) pay the fees and expenses owed to the Lenders under the
        DIP Loan Agreement and the other agreements, instruments
        and other documents executed in this connection.

The Debtors relate that they are unable to obtain adequate
unsecured credit allowable under Section 503 of the Bankruptcy
Code as an administrative expense or other financings under
Section 364(c) and (d) or any other financing terms more
favorable.

The Debtors' ability to obtain sufficient working capital and
liquidity under the DIP Loan Documents is vital to the Debtors'
estates and their creditors, so the Debtors can continue to
operate their businesses in the ordinary course.  The Debtors'
estates will be immediately and irreparable harmed absent this
Financing.

Niagara will pay the Lenders:

     A) a $500,000 Closing Fee;

     B) a $250,000 Quarterly Maintenance Fee;

     C) a $5,000 Monthly Servicing Fee;

     D) an annual Unused Line Fee equal to 0.5% of every dollar
        not borrowed; and

     E) $1,500 per day Field Examination Fees when required.

As security for all of the DIP Obligations, the Lenders are
granted first priority liens on and security interests in all of
the Collateral, senior in all respects to any and all present
and future liens, claims, or encumbrances.

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


NOMURA CBO: S&P Puts BB- Class A-2 Note Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
the class A-2 notes issued by Nomura CBO 1997-1 Ltd., an
arbitrage CBO transaction managed by Nomura Corporate Research
and Asset Management Inc., on CreditWatch with negative
implications. The rating assigned to the class A-2 notes was
previously lowered on June 28, 2002.

The CreditWatch placement reflects factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was originated in June 1997, including par
erosion of the collateral pool securing the rated notes and a
downward migration in the credit quality of the performing
assets within the pool.

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered
since the June 2002 rating action was undertaken. As of the most
recent monthly trustee report (Jan. 2, 2003), the class A-2
overcollateralization ratio was 110.61%, versus the minimum
required ratio of 130.0%, and compared to a ratio of 114.4% at
the time of the June 2002 rating action. Currently, $67.4
million (or approximately 20.14%) of the assets in the
collateral pool come from obligors with Standard & Poor's
ratings of 'D' or 'SD'.

The credit quality of the collateral pool has also deteriorated.
Currently, $25.0 million, or approximately 9.35%, of the
performing assets in the collateral pool come from obligors with
ratings in the 'CCC' range, and $21.73 million, or approximately
8.13%, come from obligors with ratings currently on CreditWatch
with negative implications.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Nomura CBO 1997-1 Ltd. to determine the
level of future defaults the class A-2 notes can withstand under
various stressed default timing scenarios while still paying all
of the rated interest and principal due on the notes. The
results of these cash flow runs will be compared with the
projected default performance of the current collateral pool to
determine if the rating assigned to the class A-2 notes remains
consistent with the credit enhancement currently available.

               Rating Placed on Creditwatch Negative

                        Nomura CBO 1997-1 Ltd.

                            Rating
          Class      To                 From        Balance
                                                    (Mil. $)

          A-2        BB-/Watch Neg      BB-         258.613


NORTHSTAR CBO: Fitch Further Junks Class A-3 Note Rating at CC
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings on two classes of notes
issued by Northstar CBO 1997-2 Ltd., a collateralized bond
obligation (CBO) backed predominantly by high yield bonds.

The current ratings are as follows:

                   Northstar CBO 1997-2 Ltd.

     --  $93,630,479 class A-2 notes to 'A' from 'AA+';
     --  $90,000,000 class A-3 notes to 'CC' from 'CCC-'.

According to its Jan. 2, 2003 trustee report, Northstar CBO
1997-2 Ltd.'s collateral includes a par amount of $53.73 million
(27.59%) defaulted assets. The deal also contains 33.4% assets
rated 'CCC+' or below excluding defaults. The class A
overcollateralization test is failing at 85.18% with a trigger
of 126% and the class B overcollateralization test is failing at
71.59% with a trigger of 107%. Currently, the collateral manager
is restricted from trading activity in this transaction.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with ING Investments,
LLC, the collateral manager, regarding the portfolios.


ORBITAL IMAGING: Inks Settlement Agreement with Creditors' Panel
----------------------------------------------------------------
Orbital Imaging Corporation signed a non-binding term sheet with
the Official Committee of its Unsecured Creditors and Orbital
Sciences Corporation that will facilitate ORBIMAGE's prompt
emergence from its Chapter 11 reorganization proceeding now
pending in the Eastern District of Virginia.

The agreement in principle includes the material terms for a
settlement agreement to be submitted to the Bankruptcy Court for
approval. Under the proposed settlement, ORBIMAGE would end its
pending litigation with Orbital in exchange for additional
working capital and other consideration to be provided by
Orbital.

"We are pleased to announce that ORBIMAGE, the Creditors'
Committee and Orbital have reached mutually acceptable terms
that will allow the bankruptcy process to quickly move forward
and will allow the parties to focus their efforts on
successfully launching ORBIMAGE's high-resolution imaging
satellite, OrbView-3, as soon as possible," stated Matthew
O'Connell, the Company's Chief Executive Officer. OrbView-3 is
currently scheduled for launch in late April 2003 by Orbital.
Armand Mancini, ORBIMAGE's Executive Vice President and Chief
Financial Officer added, "We now have cleared the path to emerge
from bankruptcy and expect to have a sound capital structure
that will restore the company to financial health. Combined with
a successful launch of our OrbView-3 satellite, we expect to be
very competitive in addressing the growing demand for high-
resolution imagery and related products in our industry."

ORBIMAGE expects to obtain formal approval of the settlement
agreement from the U.S. Bankruptcy Court by mid-February.

The proposed settlement agreement will contain mutual releases
of all claims among the parties, including ORBIMAGE and a
significant majority of its bondholders and preferred
stockholders, Orbital, and certain individual officers of
Orbital. The releases will be effective upon launch of OrbView-3
by Orbital and payment by Orbital of $2.5 million to ORBIMAGE.
In exchange, Orbital will receive new notes that are equal to
the Orbital payment and rank pari passu with the new notes to be
issued to ORBIMAGE's pre-bankruptcy unsecured creditors provided
the final reorganization plan is consistent with the term sheet.
If the final plan is inconsistent with the term sheet, Orbital
will have priority in right of payment over the unsecured
creditors.

As part of the settlement, if OrbView-3 is not launched by
April 30, 2003 and checked out by July 31, 2003, Orbital will
pay ORBIMAGE delay penalties. The term sheet further provides
that Orbital will agree to defer certain payments from ORBIMAGE
and forgive others.

Final testing of OrbView-3 is being completed, and the satellite
is currently scheduled to be launched by Orbital on a Pegasus
launch vehicle in April 2003. Checkout of the satellite is
expected to take between three to four months.

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a planned constellation of four digital
remote sensing satellites. The company currently operates the
OrbView-1 atmospheric imaging satellite launched in 1995, the
OrbView-2 ocean and land multispectral imaging satellite
launched in 1997, and a worldwide integrated image receiving,
processing and distribution network. Currently under
development, ORBIMAGE's OrbView-3 high-resolution satellite will
offer one-meter panchromatic and four-meter multispectral
digital imagery on a global basis. ORBIMAGE is also the
exclusive U.S. distributor of worldwide imagery from the planned
Canadian RADARSAT-2 satellite. More information about ORBIMAGE
can be found at http://www.orbimage.com


OWENS CORNING: Joint Plan's Classification & Treatment of Claims
----------------------------------------------------------------
Owens Corning and its debtor-affiliates' proposed Plan filed
with the Court divides the Claims against, and Equity Interests
in, the Debtors into separate Classes.  In addition, the Plan
provides for treatment of certain additional categories of
Claims, which are not required to be classified but must be
satisfied pursuant to the Bankruptcy Code.

Class Description         Treatment
----- -------------------  --------------------------
      DIP Facility Claims  Each holder will receive:

                           -- cash equal to the unpaid portion
                              of the allowed DIP Facility Claim;
                              or

                           -- any other treatment as the Debtors
                              and the holder have agreed in
                              writing.

      Administrative       Each holder will receive:
      Claims
                           -- cash equal to the unpaid portion
                              of an Allowed Administrative
                              Claim; or

                          -- any other treatment as the Debtors
                             and the holder will have agreed in
                             writing; provided, however, that
                             Allowed Administrative Claims with
                             respect to liabilities incurred in
                             the ordinary course of business
                             during the Chapter 11 Cases will be
                             paid in the ordinary course of
                             business in accordance with the
                             terms and conditions of any related
                             agreements.

      Priority Tax        Each holder will receive:
      Claims
                          -- cash equal to the amount of an
                             Allowed Priority Tax Claim on the
                             later of the Initial Distribution
                             Date and the date the Priority Tax
                             Claim becomes an Allowed Claim;

                          -- deferred Cash payments, having a
                             value as of the Effective Date
                             equal to the Allowed Priority Tax
                             Claim, over a period not exceeding
                             6 years after the assessment of the
                             tax on which the Claim is based as
                             the Debtors and the holder will
                             have agreed in writing; or

                          -- any other treatment as the Debtors
                             and the holder have agreed in
                             writing.

1    Other Priority      Each holder will receive:
      Claims
                          -- cash equal to the unpaid portion of
                             the Allowed Class 1 Claim; or

                          -- any other treatment as the Debtors
                             and holder have agreed in writing.

2A   Other Secured Tax   Each holder will receive:
      Claims
                          -- cash equal to the unpaid portion of
                             an Allowed Class 2A Claim;

                          -- deferred cash payments, having a
                             value as of the Effective Date
                             equal to the Allowed Class 2A
                             Claim, over a period not exceeding
                             six years after the assessment of
                             the tax on which the Claim is
                             based; or

                          -- any other treatment as the Debtors
                             and holder have agreed in writing.

2B   Other Secured       Each holder will receive:
      Claims
                          -- cash equal to the unpaid portion of
                             an Allowed Class 2B Claim;

                          -- reinstatement of the legal
                             equitable and contractual rights of
                             the holder of the Allowed Class 2B
                             Claim; or

                          -- any other treatment as the Debtors
                             and holder will have agreed in
                             writing.

3    Convenience Claims  Each holder will receive:

                          -- cash equal to the amount of an
                             Allowed Class 3 Claim; or

                          -- any other treatment as the Debtors
                             and holder will have agreed in
                             writing.

4    Bank Holder Claims  Each holder will receive:

                          -- if Class 4 accepts the Plan, the
                             Guarantee Settlement Payment, and
                             the portion of the Combined Net
                             Distribution Package equal to the
                             Class 4 Initial Distribution
                             Percentage; or

                          -- if Class 4 rejects the Plan, the
                             portion of the Combined
                             Distribution Package equal to the
                             Class 4 Initial Distribution
                             Percentage.

                          In addition, each holder will receive
                          its Pro Rata share of the:

                          -- cash in an amount equal to the
                             Class 4 Final Distribution
                             Percentage of Excess Available
                             Cash;

                          -- excess Senior Notes in an aggregate
                             principal amount equal to the Class
                             4 Final Distribution Percentage of
                             the Excess Senior Notes Amount;

                          -- shares of New OCD Common Stock in
                             an aggregate number equal to the
                             Class 4 Final Distribution
                             Percentage of the Excess New OCD
                             Common Stock; and

                          -- Cash in an amount equal to the
                             Class 4 Final Distribution
                             Percentage of the Excess Litigation
                             Trust Recoveries.

5    Bondholder Claims   Each holder will receive:

                          -- if Class 4 accepts the Plan, the
                             portion of the Combined Net
                             Distribution Package equal to the
                             Class 5 Initial Distribution
                             Percentage; or

                          -- if Class 4 rejects the Plan, the
                             portion of the Combined
                             Distribution Package equal to the
                             Class 5 Initial Distribution
                             Percentage.

                          In addition, each holder will receive
                          its Pro Rata share of the:

                          -- Cash in an amount equal to the
                             Class 5 Final Distribution
                             Percentage of Excess Available
                             Cash;

                          -- Excess Senior Notes in an aggregate
                             principal amount equal to the Class
                             5 Final Distribution Percentage of
                             the Excess Senior Notes Amount;

                          -- shares of New OCD Common Stock in
                             an aggregate number equal to the
                             Class 5 Final Distribution
                             Percentage of the Excess New OCD
                             Common Stock; and

                          -- Cash in an amount equal to the
                             Class 5 Final Distribution
                             Percentage of the Excess Litigation
                             Trust Recoveries.

6    General Unsecured   Each holder will receive:
      Claims
                          -- if Class 4 accepts the Plan, the
                             portion of the Combined Net
                             Distribution Package equal to the
                             Class 6 Initial Distribution
                             Percentage; or

                          -- if Class 4 rejects the Plan, the
                             portion of the Combined
                             Distribution Package equal to the
                             Class 6 Initial Distribution
                             Percentage.

                          In addition, each holder will receive
                          its Pro Rata share of the:

                          -- cash in an amount equal to the
                             Class 6 Final Distribution
                             Percentage of Excess Available
                             Cash;

                          -- excess Senior Notes in an aggregate
                             principal amount to the Class 6
                             Final Distribution Percentage of
                             the Excess Senior Notes Amount;

                          -- shares of New OCD Common Stock in
                             an aggregate number equal to the
                             Class 6 Final Distribution
                             Percentage of the Excess New OCD
                             Common Stock; and

                          -- cash in an amount equal to the
                             Class 6 Final Distribution
                             Percentage of the Excess Litigation
                             Trust Recoveries.

7    OC Asbestos         All Class 7 Claims will be channeled
      Personal Injury     to the OC Sub-Account, and will be
      Claims              determined and paid pursuant to the
                          terms, provisions, and procedures of
                          the Asbestos Personal Injury Trust
                          Distribution Procedures and the
                          Asbestos Personal Injury Trust
                          Agreement.  The sole recourse of the
                          holder of a Class 7 Claim will be the
                          OC Sub-Account, and the holder will
                          have no right whatsoever at any time
                          to assert its Claim or Demand against
                          any Protected Party.

8    FB Asbestos         All Class 8 Claims will be channeled
      Personal Injury     to the FB Sub-Account and will be
      Claims              determined and paid pursuant to the
                          terms, provisions, and procedures of
                          the Asbestos Personal Injury Trust
                          Distribution Procedures and the
                          Asbestos Personal Injury Trust
                          Agreement.  The sole recourse of the
                          holder of a Class 8 Claim will be the
                          FB Sub-Account and each holder will
                          have no right whatsoever at any time
                          to assert its Claim or Demand against
                          any Protected Party.

9    FB Asbestos         All Class 9 Claims will be channeled
                          to FB Asbestos Property Damage Trust,
                          and will be determined and paid
                          pursuant to the terms, provisions, and
                          procedures of the FB Asbestos Property
                          Damage Trust Agreement and the FB
                          Asbestos Property Damage Trust
                          Distribution Procedures.  The sole
                          recourse of the holder of an Allowed
                          Class 9 Claim will be the FB Asbestos
                          Property Damage Trust, and each holder
                          will have no right whatsoever at any
                          time to assert its Class 9 Claim
                          against any FB Person.

10    Intercompany Claims On the Effective Date, all
                          Intercompany Claims will be deemed
                          cancelled and extinguished but solely
                          for purposes of the Plan.  No holder
                          will be entitled to, or will receive
                          or retain, any property or interest in
                          property on account of, Intercompany
                          Claims.

11    OCD Interests       On the Effective Date, all of the
                          Owens Corning Equity Interests
                          outstanding will be deemed cancelled
                          and extinguished.  No holder will be
                          entitled to, or will receive or retain
                          any property or interest in property
                          on account of, the OCD Interests.
(Owens Corning Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PEACE ARCH: Shareholders Ratify Proposed Share Issuances
--------------------------------------------------------
Peace Arch Entertainment Group Inc., (AMEX: "PAE"; TSX: "PAE.A",
"PAE.B"), a leading independent television production company in
Canada, announced that at its Annual General Meeting held
January 20, 2003, shareholders approved the issuance or
reservation for issuance of an aggregate of 16,196,333 common
shares related to the acquisition, financing and debt
restructuring agreements announced on December 18, 2002 and
described below. The following transactions are now expected to
close imminently in January with completion of final
documentation.

As part of the shares approved for issuance, the Company plans
to issue 8,333,333 Class B Subordinate Voting Shares at a deemed
price of $0.30 per share pursuant to its agreement to acquire
certain shares and assets held by CPC Communications Inc. ,and
the forward business of GFT Entertainment, a private Toronto
based company. GFT is one of Canada's largest independent
producers of theatrical motion pictures. The Agreement also
provides that the Company will issue, by way of private
placement, 5 million Class B Subordinate Voting Shares at a
price of $0.30 per share for cash proceeds of $1.5 million to
four unrelated investors. The proceeds are intended to be used
for general working capital for the combined operations of the
two companies.

The balance of 2,863,000 shares approved will be reserved for
issuance pursuant to convertible instruments to be held by
Fremantle Media Enterprises Ltd., and Comerica Bank -
California. The Company has entered into an agreement with its
creditor, Fremantle, which would restrict repayment to the
income streams from the business, assets and undertaking of
Peace Arch immediately prior to closing the acquisition and
financing transactions, with no set payment dates, and would
restrict Fremantle's security to such assets. During the 90 days
commencing January 1, 2005 at Fremantle's option, the unpaid
balance, if any, of Fremantle's $7.58 million debt can be
converted into Class B Subordinate Voting Shares of the Company
at a price equal to the lesser of CND$5.00 and the 30 day
average trading price prior to January 1, 2005, but in no event
less than CND$3.00 per share. Comerica Bank - California has
agreed to release the Company from its loan guarantee in the
amount of US $1.075 million. With the exception of the project
security interest that was originally pledged, the guarantee
will remain an unsecured liability with no set maturity date.
Payment under the guarantee will be restricted to the Pre-
existing Peace Arch Business, subject to priority interests
including Fremantle's repayment. During the 90 days commencing
January 1, 2006 at Comerica's option, the unpaid balance, if
any, of the loan guarantee can be converted into Class B
Subordinate Voting Shares of the Company at a price of CND$5.00
per share.

The Company also announced that Nelson Thall, Gary Howsam,
Richard Watson, and Jamie Brown, were elected to its Board of
Directors for the ensuing year. Juliet Jones was re-elected for
an additional term. The Company has appointed as its officers,
Gary Howsam to the position of President and Chief Executive
Officer, Juliet Jones to the position of Chief Financial Officer
and Richard Watson to the position of Secretary. Juliet Jones
commented, "I would like to thank our past Board Members, Alan
Hibben and Vincent Lum and our past Board Member and Chairman,
Cameron White for their years of service."

Peace Arch Entertainment Group Inc., which has a total
shareholders' equity deficit of about CDN$5 million (at August
31, 2002), creates, develops, finances, produces and distributes
proprietary film and television programming for worldwide
markets and is headquartered in Vancouver, British Columbia.
Additional information can be found on the Company's Web site at
http://www.peacearch.com


PENN TREATY: Rights Offering for 6.25% Conv. Notes Expires Today
----------------------------------------------------------------
Penn Treaty American Corporation (NYSE: PTA) extended to 5:00
p.m., New York City time, today, January 24, 2003, its offering
of rights to purchase $45 million 6-1/4% Convertible
Subordinated Notes due 2008.

The Company has determined to extend the offering because it has
been notified that three policyholders filed a purported class
action suit against the Company contesting premium rate
increases.  Although the Company has not yet been served, it has
obtained a copy of the complaint.  Based upon its review, it
believes the allegations in the complaint are baseless and
without merit.  The Company intends to file with the SEC a Form
8-K to reflect the filing of the complaint to permit investor
review.

Except as modified by this extension, the terms and conditions
of the rights offering, as set forth in the Company's prospectus
supplements dated December 24, 2002 and January 14, 2003, remain
in effect and unmodified.

As reported in Troubled Company Reporter's January 14, 2003
edition, Standard & Poor's assigned its 'CC' subordinated debt
rating to Penn Treaty American Corp.'s ('CCC-'/Stable) $45
million, 6.25% convertible subordinated notes, which are due
Oct. 15, 2008.


PERKINELMER INC: Board Declares Quarterly Dividend on Shares
------------------------------------------------------------
The Board of Directors of PerkinElmer, Inc. (NYSE: PKI), meeting
on January 22, declared a regular quarterly dividend of seven
cents per share of common stock. This dividend is payable on
May 9, 2003 to all shareholders of record at the close of
business on April 18, 2003.

PerkinElmer, Inc., is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics, and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate
understanding of our customers' needs, PerkinElmer creates
innovative solutions - backed by unparalleled service and
support - for customers in health sciences, semiconductor,
aerospace, and other markets whose applications demand absolute
precision and speed. The company markets in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available at http://www.perkinelmer.com

                          *     *     *

As reported in Troubled Company Reporter's December 13, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured note ratings on PerkinElmer Inc., to 'BB+'
from 'BBB-', based on weak credit measures for the rating and
subpar operating performance in 2002. At the same time, Standard
& Poor's assigned a 'BB+' bank loan rating to the proposed $445
million senior secured credit facilities due 2008 and a 'BB-'
rating to the proposed $225 million of senior subordinated notes
due 2012. Ratings were removed from CreditWatch where they were
placed on October 30, 2002.

The prior bank loan rating and the short-term rating were
withdrawn.

The outlook on the Wellesley, Mass.-based diversified technology
provider is stable. Total debt outstanding is $661 million
(including synthetic leases and accounts receivable
securitization).


POLAROID CORP: Court Approves Proposed Retiree Trust Agreement
--------------------------------------------------------------
Judge Peter J. Walsh approved the Retiree Trust Agreement
proposed by the Official Committee of Retirees, appointed in the
chapter 11 cases involving Polaroid Corporation and debtor-
affiliates.  The Trust Agreement will be implemented in
connection with the Stipulation and Order Settling Claims and
Controversies Between the Debtors, Unsecured Creditors'
Committee, the Lenders' Agents and the Retiree Committee and
Providing for Release.  The Retiree Committee and the Trustees
designated under the Trust Agreement are thus authorized to take
the necessary steps to consummate and to implement the Trust
Agreement.

                         *     *     *

As previously reported, Judge Walsh approved, on November 18,
2002, a Stipulation between the Polaroid Corporation, together
with its debtor-affiliates, the Official Committee of Unsecured
Creditors, JPMorgan Chase Bank as the Lenders' Agent, and the
Official Committee of Retirees, which settled the healthcare
plan disputes. The Stipulation took effect on the same day.

The salient terms of the Stipulation are:

   -- the Retiree Committee will be the authorized
      representative of the Retirees;

   -- the Motion to Reinstate is denied without prejudice, and
      the Debtors will set aside, to be paid to the
      professionals employed by the Retiree Committee, $650,000
      in full and final settlement of:

      (a) all claims of the Retiree Committee and of the
          Retirees against the Debtors, the Plan, the
          Prepetition Agent, the DIP Agent, the Lenders, the
          Creditors' Committee, and each of their directions,
          officers, employees, among others; and

      (b) all fees and expenses incurred by the Retiree
          Committee and any professionals retained or utilized.

      Approximately $500,000 of the settlement payment will be
      paid from unencumbered assets of the Debtors and $150,000
      will be paid from the collateral of the prepetition
      secured lenders.  In the event that the compensation of
      the professionals employed by the Retiree Committee is not
      approved by this Court in an amount equal to or greater
      than $650,000, then the Debtors will pay to the Retiree
      Trust the difference between the Settlement Amount and any
      amount ultimately approved by this Court as compensation
      for the professionals employed by the Retiree Committee;

   -- the objection of the Retiree Committee to the Debtors'
      Sale Motion will be deemed withdrawn with prejudice; and

   -- the Retiree Committee may only bring claims that
      constitute a "wrongful act" against any of the fiduciaries
      or sponsors of the Plan regarding the Plans.  The Debtors
      represent and warrant that National Union Fire Insurance
      Company of Pittsburgh, P.A. has issued an insurance policy
      entitled, Employee Benefit Plan Fiduciary Liability
      Insurance, that the premiums for the policy are current
      and that the coverage available under the policy is not
      less than $25,000,000.  The Debtors will, at the Retiree
      Committee's expense, transfer the Fiduciary Claims to a
      trust established by the Retiree Committee.  In addition
      to the $650,000, the Debtors will pay an additional
      $100,000 and place it into the Retiree Trust.  The
      $100,000 will be paid from unencumbered assets of the
      Debtors and will represent the self-insured retention
      and/or deductible owed by the insureds pursuant to the
      National Union Policy.  It is the intention of the Debtors
      and the Released Parties that the $100,000 be used toward
      any settlement or judgment obtained by the Retirees and/or
      the Retiree Committee for Fiduciary Claims. (Polaroid
      Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


PPL CORP: Working Capital Deficit Tops $788 Million at Dec. 31
--------------------------------------------------------------
PPL Corporation (NYSE: PPL) reported 2002 earnings per share of
$1.36, compared to $1.22 per share in 2001. Both periods reflect
unusual items. The company also reported 2002 earnings from core
operations of $3.54 per share, compared to $4.22 a year ago.
These core earnings, which exclude unusual items, exceed the
consensus earnings estimate by Thomson Financial's FirstCall of
$3.42 per share from the company's core operations.

Looking to the future, PPL has announced its 2003 forecast for
reported earnings of $3.75 to $4.05 per share and earnings from
core operations of $3.45 to $3.75 per share compared to the
$3.60 to $3.80 per share from core operations that it had
previously forecast. The forecast revision reflects the planned
issuance of additional common stock in 2003 and lower pension
income.

PPL Corporation's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$788 million.

William F. Hecht, PPL's chairman, president and chief executive
officer, also reaffirmed the company's longer-term forecast of a
5 to 8 percent compound annual growth rate based on 2002
earnings from core operations.

"Despite a year that brought extreme pressure to the energy
sector from low wholesale energy prices, PPL's stock price
outperformed both the Dow Jones Utility Average and the Standard
& Poor's 500." said Hecht. "We believe this performance reflects
investor confidence both in our sound, risk-mitigating strategy
and in our ability to quickly respond to changing business
conditions.

"Our business strategy, coupled with our cost-reduction
programs, has produced solid core earnings and an improving
balance sheet," Hecht said.

Hecht also said the company is taking steps to further
strengthen its balance sheet in 2003. Subject to market
conditions, the company plans to issue about $300 million in
common stock during 2003. Approximately $50 million of this
amount already has been issued through the company's structured
equity shelf program, and about $35 million is expected to be
issued under PPL's dividend reinvestment plan. This is in
addition to the $41 million of common stock that the company
issued under its structured equity shelf program in the fourth
quarter of 2002. Hecht said the company currently anticipates
raising the balance of its common stock equity needs throughout
the course of 2003 using its structured equity shelf program.

"We have a clear strategy to grow earnings while also
maintaining a strong balance sheet," said Hecht. "Our strong
cash flows from operations and our strengthening balance sheet
make PPL a highly regarded competitor in the U.S. electricity
business."

          Year-end and fourth-quarter earnings results

PPL's reported earnings per share were $0.71 for the fourth
quarter of 2002, compared to a loss of $2.12 a year ago.
Earnings per share from core operations in the fourth quarter of
2002 were $0.82, exceeding the consensus earnings estimate of
$0.70 per share from core operations by Thomson Financial's
FirstCall. PPL's earnings from core operations in the fourth
quarter of 2001 were $0.87 per share.

PPL's 2002 earnings benefited from: improved results from the
company's international operations, excluding its Brazilian
affiliate; increased electricity delivered to residential and
commercial customers; and increased electricity supplied to
wholesale customers, offset by lower margins realized on
wholesale sales not under long-term contract. Negatively
affecting PPL's reported earnings in 2002 were the dilutive
effects of the company's $500 million common stock offering,
higher financing costs, additional operating costs associated
with new generating facilities, and lower pension income.

PPL's 2002 and fourth-quarter reported earnings were favorably
affected by an unusual item: a $0.06 per share credit due to a
tax benefit accruing from the impaired Teesside power plant
investment in the United Kingdom that PPL wrote down to zero
during 2001.

PPL's reported earnings for 2002 were adversely affected by
several unusual charges: $0.99 per share due to a change in
accounting rules for goodwill related to its Latin American
investments; $0.64 per share due to the writedown to zero of its
Brazilian investment; $0.15 per share due to additional
operating losses at its Brazilian affiliate; $0.29 per share due
to a workforce reduction program; and $0.17 per share in the
fourth quarter due to a writedown to fair value of the
generation equipment that had been planned for deployment at the
Kings Park project on Long Island.

The company has decided to seek a buyer and not proceed with
development of the 300-megawatt Kings Park project because of
low energy prices and the unavailability of a power contract.
Hecht said the decision involving Kings Park will reduce PPL's
planned capital expenditures for generation by a total of $165
million in 2003 and 2004.

Fourth-quarter earnings in 2002 benefited from improved results
from the company's international operations, excluding its
Brazilian affiliate; increased electricity delivered to
residential, commercial and industrial customers; and increased
electricity supplied to wholesale customers, offset by lower
margins realized on wholesale sales not under long-term
contract. Negatively affecting fourth-quarter earnings were the
dilutive effects of the company's $500 million common stock
offering, higher financing costs and lower pension income.
Focus on long-term energy contracts

Hecht said PPL's earnings have benefited from the company's
strategy to effectively manage risk in the wholesale energy
business.

"PPL is focused on profitable contracts in the wholesale market,
especially longer-term contracts where available," Hecht said.
Over 85 percent of PPL's projected energy margins in 2003 and
about 70 percent of margins through 2007 are expected to come
from these long-term contracts, according to Hecht.

"Our corporate strategy takes advantage of our strong generating
capacity and well-run power plants in the U.S. Northeast and
West, and these strengths are carefully balanced with contracted
electricity load," Hecht said.

"In fact, we currently anticipate annual earnings growth from
core operations in the 5 to 8 percent range and improving equity
ratios," Hecht said. "This growth will be driven, in part,
through increased revenues from long-term energy contracts
already in place and through generation capacity that is not
already under contract from our existing fleet of well-run power
plants."

"We believe that certain regions of the United States could be
short of energy and generating capacity over the next several
years," Hecht said. "However, both the cost and risk currently
associated with undertaking new development projects outweigh
potential returns."

PPL is developing the 600-megawatt Lower Mount Bethel plant,
which is located next to the company's existing Martins Creek
generating facility in Pennsylvania.

          Adjustments to international business plans

In September 2002, PPL gained full operational control of
Western Power Distribution in the United Kingdom when it
purchased the remaining ownership interest from Mirant
(NYSE:MIR). PPL previously owned a 51 percent interest in WPD,
which serves about 2.5 million electricity distribution
customers in Southwest England and Southern Wales.

Late in 2002, PPL sold its minority interests in small
generating facilities in Bolivia and Portugal to concentrate on
its majority-owned electricity distribution companies in Chile,
Bolivia, El Salvador and the United Kingdom.
PPL's strong liquidity and credit positions

PPL's liquidity position is strong, with all necessary funding
currently in place for the company to complete the construction
of the remaining planned generation capacity of 690 megawatts by
early 2004, after which time PPL anticipates having positive
free cash flow.

Cash flow from operations in 2003 is expected to be about $1
billion, and PPL has access to bank-borrowing capacity of $1.5
billion in the United States and $400 million in the United
Kingdom for WPD.

All three major credit-rating agencies reaffirmed their
investment-grade credit ratings for PPL's rated companies
following PPL Corporation's successful $500 million common stock
offering in September 2002. Since that time, PPL has continued
to strengthen its credit profile through the issuance of $41
million of common stock under its structured equity shelf
program in the fourth quarter of 2002 and an additional $50
million in January 2003 under the same program.

PPL's 2003 earnings forecast reflects the effect of the common
stock the company expects to issue in 2003. In addition, there
are two unusual items currently expected to affect earnings in
2003.

       Forecast of 2003 Reported Earnings $3.75 to $4.05

PPL's 2003 forecast excludes any positive or negative impact of
exiting its Brazilian investment and is based on the following
assumptions: a continuation of current wholesale electricity
prices; common stock issuances of $300 million; the addition to
the company's balance sheet, in the third quarter, of the
variable interest entities related to the Sundance (Arizona),
University Park (Illinois), and Lower Mount Bethel
(Pennsylvania) power plants, which currently are reflected as
operating leases; and, effective January 2003, the adoption of a
new accounting rule addressing asset retirement obligations.

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


PREMCOR REFINING: Fitch Rates Proposed $400MM Sr. Notes at BB-
--------------------------------------------------------------
Fitch Ratings has assigned the senior unsecured debt rating of
'BB-' for Premcor Refining Group to the proposed $400 million
offering of senior notes by the company. The new notes will rank
equally with PRG's existing senior unsecured debt. The Rating
Outlook for PRG's debt is Positive.

Premcor Inc., is also in the process of completing an offering
of 11.5 million shares of common stock with an over-allotment
option of up to 1,725,000 additional shares. Premcor's two
principal shareholders, the Blackstone Group and Occidental
Petroleum Corporation, will each participate in the equity
offering. Proceeds from the debt and equity offerings will be
used to finance the acquisition of the Memphis refinery and to
refinance existing debt.

On Nov. 26, 2002, Premcor Inc., announced that it has entered
into an agreement with the Williams Companies to acquire the
170,000 barrel per day (bpd) Memphis refinery from Williams for
$315 million plus the value of inventory. The agreement also
includes potential earn-out payments for Williams of up to $75
million if industry margins exceed certain levels during the
next seven years. The transaction is expected to close in the
first quarter of 2003.

Fitch Ratings rates the debt of Premcor USA (PUSA), Premcor
Refining Group and Port Arthur Finance Corp., as follows:

    PUSA

       --  Senior subordinated notes 'B'.

    PRG


       --  $650 million secured credit facility 'BB';
       --  Senior floating-rate unsecured term loan 'BB-';
       --  Senior notes 'BB-';
       --  Senior subordinated notes 'B'.

    PAFC

       --  Senior secured notes 'BB'.

The Rating Outlook for the debt of PUSA, PRG and PAFC remains
Positive. Fitch expects that Premcor will refinance the senior
subordinated notes at PUSA and the floating rate term loans at
PRG. Fitch will withdraw the ratings at PUSA when the notes are
called.

Premcor is a large independent refiner of petroleum products in
the United States. With the closure of the Hartford refinery in
October 2002, Premcor now operates two refineries with a
combined capacity to process 420,000-bpd of crude oil. The
Blackstone Group holds approximately 48% of Premcor's common
stock with Occidental Petroleum Corporation holding a 13%
interest.


REDBACK NETWORKS: Falls Below Nasdaq Continued Listing Criteria
---------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of
networking equipment, announced that Nasdaq's Listing
Qualifications Department has determined Redback's common stock
is subject to delisting from the Nasdaq National Market because
the Company has not met the minimum bid price requirement of
$1.00 per share in accordance with Marketplace Rule 4450(a)(5).
Redback has requested a hearing for an appeal of this Nasdaq
decision. If the appeal is unsuccessful, the Company's current
plans would be to apply for transfer to the Nasdaq SmallCap
Market, until it again meets the minimum bid pricing and other
requirements of the Nasdaq National Market.

Redback Networks enables carriers and service providers to build
profitable next-generation broadband networks. The company's
user-to-network product portfolio includes the SMS(TM) family of
subscriber management systems, the SmartEdge(TM) router
platforms, as well as a comprehensive set of network
provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with
sales and technical support centers located worldwide, Redback
Networks maintains a global customer base of more than 350
carriers and service providers, including major local exchange
carriers, inter-exchange carriers, PTTs and service providers.
Recent and archived news releases, and other company information
can be found on Redback's Web site at http://www.redback.com

As previously reported, Standard & Poor's lowered its corporate
credit rating on Redback Networks Inc., to triple-'C'-plus from
single-'B'-minus. At the same time, Standard & Poor's rating on
the company's convertible subordinated notes was lowered to
triple-'C'-minus from triple-'C'.

The outlook is negative.

The rating actions reflect Redback's reduced liquidity and
significantly lower revenue outlook, amid expected continued
weakness in telecommunications capital spending.


RHYNO CBO: Fitch Affirms Junk Ratings on Four Classes of Notes
--------------------------------------------------------------
Fitch Ratings downgraded its ratings on eight classes and
affirmed its ratings on eight classes issued by RHYNO CBO 1997-1
Ltd. and INA CBO 1999-1 Ltd., collateralized bond obligations
backed predominantly by high yield bonds.

The current ratings are as follows:

RHYNO CBO 1997-1 Ltd.

   --$16,207,784 class A-1 notes affirmed 'AAA';
   --$130,000,000 class A-2 notes affirmed 'AAA';
   --$127,000,000 class A-3 notes downgrade to 'CC' from 'BB-';
   --$37,000,000 class B notes downgrade to 'C' from 'CCC+'.

INA CBO 1999-1 Ltd.

   --$76,781,278 class A-1L notes affirmed 'AAA';
   --$8,000,000 class A-1 notes affirmed 'AAA';
   --$38,000,000 class A-1F notes affirmed 'AAA';
   --$35,000,000 class A-2 notes downgrade to 'BB-' from 'A+';
   --$45,000,000 class A-2F notes downgrade to 'BB- from 'A+';
   --$40,000,000 class A-3 notes downgrade to 'CC' from 'B-';
   --$22,000,000 class B-1 notes downgrade to 'C' from 'CCC-'.

In its January 2, 2003 trustee report, RHYNO CBO 1997-1 Ltd.'s
collateral includes a par amount of $34.1 million (11.2%)
defaulted assets. The deal also contains 26.4% assets rated
'CCC+' or below excluding defaults. The class A
overcollateralization test is failing at 102.5% with a trigger
of 126% and the class B overcollateralization test is failing at
89.9% with a trigger of 107%.

In its December 17, 2002 trustee report, INA CBO 1999-1 Ltd.'s
collateral includes a par amount of $24.6 million (9.9%)
defaulted assets. The deal also contains 17.4% assets rated
'CCC+' or below excluding defaults. The senior class A
overcollateralization test is failing at 117.6% with a trigger
of 120%. The class A overcollateralization test is failing at
97.7% with a trigger of 109% and the class B
overcollateralization test is failing at 89.2% with a trigger of
103%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with Bear Stearns Asset
Management, the Collateral Manager, regarding the portfolios.


RIBAPHARM INC: Settles Litigation with ICN Pharmaceuticals
----------------------------------------------------------
ICN Pharmaceuticals (NYSE: ICN) and Ribapharm Inc., (NYSE: RNA)
have settled outstanding litigation involving ICN, Ribapharm and
certain of their officers and directors.  ICN owns approximately
80.1 percent of the outstanding Ribapharm shares.

Ribapharm also announced that Chairman and Chief Executive
Officer Johnson Y.N. Lau, M.D. has resigned as an officer and
director of Ribapharm, and that board members Kim Campbell,
Arnold Kroll, Hans Thierstein and John Vierling have also
resigned as directors.  Ribapharm's Chief Financial Officer,
Thomas Stankovich, and General Counsel, Roger Loomis, have
resigned their positions. All of the resignations are effective
immediately.

Dr. Lau stated that he and the other resigning officers and
directors had determined to resign in order to let Ribapharm
move on following recent differences with ICN.

ICN Chairman and Chief Executive Officer, Robert W. O'Leary,
thanked the departing Ribapharm directors and officers for
ending the uncertainty regarding Ribapharm's leadership.

"We recognize and appreciate the valuable contributions made by
the management and board during this critical period in the
company's history," said Mr. O'Leary.  "I wish them every
success as they pursue new opportunities going forward."

"In addition, I want to thank the dedicated staff of scientists
for continuing their important work on key scientific
development activities and other employees of both ICN and
Ribapharm for remaining focused on their responsibilities over
the past few weeks," Mr. O'Leary concluded.

ICN is an innovative, research-based global pharmaceutical
company that manufactures, markets and distributes a broad range
of prescription and non-prescription pharmaceuticals under the
ICN brand name.  Its research and new product development
focuses on innovative treatments for dermatology, infectious
diseases and cancer.

Ribapharm, which reported a total shareholders' equity deficit
of about $349 million at September 30, 2002, is a
biopharmaceutical company that seeks to discover, develop,
acquire and commercialize innovative products for the treatment
of significant unmet medical needs, principally in the antiviral
and anticancer areas.


RMH TELESERVICES: Files Annual Report on SEC Form 10-K
------------------------------------------------------
RMH Teleservices, Inc., (Nasdaq NMS: RMHT) filed its Annual
Report on Form 10-K for the fiscal year ended September 30,
2002.

Due to the delayed filing of its Form 10-K, the trading symbol
for RMH's common stock on The Nasdaq National Market was changed
from "RMHT" to "RMHTE" at the opening of the stock market
WEdnesday.

John A. Fellows, the Company's Chief Executive Officer, stated,
"The trading symbol change is part of normal Nasdaq operating
procedures when a delay in filing periodic reports occurs.
Because the Form 10-K has been filed, we expect our trading
symbol to return to 'RMHT' shortly."

RMH is a leading provider of customer relationship management
services for major corporations in the technology,
telecommunications, financial services, insurance, retail,
transportation and logistics industries. Founded in 1983, the
Company is headquartered in Newtown Square, Pennsylvania,
employs over 12,000 people and has over 8,000 workstations
across 22 facilities throughout the United States, Canada and
India. In July 2002, the Company was added to the Russell
2000(R) and Russell 3000(R) Indexes. To learn more about RMH,
please reference the Company's Web site at http://www.rmh.com

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


SAFETY-KLEEN: Files Amended Joint Plan of Reorganization in Del.
----------------------------------------------------------------
Safety-Kleen Corp., filed with the U.S. Bankruptcy Court in
Wilmington, Delaware, an amended version of its proposed joint
plan of reorganization and disclosure statement for the Company
and the majority of its domestic subsidiaries. Safety-Kleen
voluntarily filed for Chapter 11 protection on June 9, 2000.

"This is another positive step toward finalizing our proposed
plan of reorganization and disclosure statement, and it is
evidence that progress is being made in reaching final
agreements between our various constituencies," said Company
Chairman, CEO and President Ronald A. Rittenmeyer. "This filing
brings us one step closer to emerging from bankruptcy
protection."

The amended version of the proposed plan of reorganization and
disclosure statement reflects Safety-Kleen's understanding of
recent successful settlement discussions between the Company's
secured lenders and the official committee of unsecured
creditors with regard to litigation pending between them.

The proposed joint plan of reorganization and disclosure
statement is subject to Bankruptcy Court approval and, if
approved, could become effective early this year.

A copy of Safety-Kleen's amended Joint Plan of Reorganization,
as filed with the U.S. Bankruptcy Court Thursday, is available
on-line at http://www.safety-kleen.comor at
http://www.safetykleenplan.com


SALTA HYDROCARBON: S&P Hatchets $234MM Notes Rating Down to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Salta
Hydrocarbon Royalty Trust's $234 million 11.5% targeted
amortization notes due 2015 to 'CCC-' from 'CCC+', and removed
the rating from CreditWatch, where it was placed July 13, 2001.

The rating action was triggered by the issuer's inadequate cash
flow that was needed for the last interest payment on Dec. 28,
2002. Although the issuer made this payment in full, it paid
investors with funds in its reserve account. If collections do
not improve, there is a concern that by Sept. 28, 2003, the
reserve fund will be depleted and the issuer will be unable to
fully meet its debt payments on that date. Specifically, the
December payment was made with funds derived from collections
($6.26 million) and from funds in the reserve account ($0.50
million from a total of $13.55 million). This is the second time
that funds from the reserve account were needed to pay debt. In
December 2001, $2.27 million of the reserve account was used to
pay debt. The next due payment for the Salta Trust bonds is
March 28, 2003, for $6.75 million. As of Jan. 21, 2003,
collections for the first quarter of 2003 amounted to $2.2
million. Therefore, the ability of the transaction to make the
next scheduled payment will depend, among other factors, on the
sustainability of high crude oil prices in the international
market, and on the performance of both natural gas production
and prices. Although it is expected that the transaction will
continue receiving collections from the underlying assets, total
cash flows might be severely affected by the local economic
environment.

Standard & Poor's opinion of the industry risk has not changed
significantly since the last rating action on the transaction.
However, the impact of the deterioration, including the effects
of the pesification of natural gas prices and investment
incentives, has strongly affected the issuer's ability to meet
debt payments. In addition, the province of Salta's ability to
increase royalty collections depends on the potential for
recovery of average natural gas prices. This recovery continues
to be uncertain since a potential utility tariff adjustment and
the renegotiation of existing contracts with industrial clients
also remain uncertain.

Salta Trust involves the securitization of 80% of all royalty
payments due to the Argentine province of Salta from a group of
18 private companies operating oil and gas concessions in the
province. The transaction has an insurance policy protecting the
issuer from the risk that it cannot transfer or convert currency
needed for debt service. The policy protects the issuer against
these risks for 31 months and a liquidity reserve fund protects
it for an additional six months. On Feb. 22, 2002, Standard &
Poor's lowered this transaction's rating to 'CCC+' from 'B-', in
light of the reassessment of the province of Salta's oil and gas
industry risk, on which the transaction's cash flow is
dependent.


SHELBOURNE PROPERTIES: Sells Fort Lauderdale Property for $23MM
---------------------------------------------------------------
Shelbourne Properties I, Inc., (Amex: HXD) sold its property
located in Fort Lauderdale, Florida commonly referred to as
Southport Shopping Center for a sale price of $23,430,000. As
required by the terms of the loan with the Company's lender, the
net proceeds from the sale of approximately $23,000,000 were
used to satisfy a portion of the Company's outstanding loan
obligation.

The Board of Directors and Shareholders of Shelbourne Properties
I, Inc., have previously approved a plan of liquidation for
Shelbourne Properties I, Inc.  For additional information
concerning the proposed liquidation including information
relating to the properties being sold please contact John
Driscoll at (617) 570-4609 or Andy Feinberg at (617) 570-4620.


SHERRITT POWER: Reviewing Alternatives to Resolve Cash Shortfall
----------------------------------------------------------------
Sherritt Power Corporation is evaluating a proposal received
from Sherritt International Corporation in respect of Sherritt
Power's common shares and 12.125% senior unsecured amortizing
notes due 2007. The Sherritt International proposal arises out
of an expectation by Sherritt Power that it will have
insufficient cash available to meet the $45 million principal
repayment on the Notes scheduled for March 31, 2003. A committee
of independent Sherritt Power directors is evaluating the
proposal and other alternatives to meet its liquidity needs. The
Independent Committee has retained Paradigm Capital Inc., as
financial advisor.

Sherritt Power had previously reported that as a result of
delays in the construction schedule of the combined cycle phase
of its Varadero plant, which had delayed the expected revenue
stream from this phase and increased capital costs, the
Corporation was evaluating various alternatives which were
required to provide for the necessary financial flexibility to
meet the scheduled repayment under its Notes in March 2003 and
to provide the funds to invest in gas-related infrastructure.
Notwithstanding the deferral in cash flows, the underlying
business of Sherritt Power is operating normally and the
combined cycle phase of the Varadero project is now undergoing
final synchronization with the Cuban power grid. Sherritt Power
is expected to supply in excess of 10% of Cuba's electricity
requirements with the combined cycle phase in operation.

The transaction proposed by Sherritt International would provide
owners of the Notes (other than Sherritt International), with
approximately 12.7% of the principal value of the Notes in cash
and 87.3% of the principal value of the Notes in the form of 9%
Sherritt International Corporation unsecured debentures due
March 31, 2010. Sherritt International has also indicated that
it intends to offer the common shareholders of Sherritt Power,
other than itself, 1.25 restricted voting shares of Sherritt
International for each common share of Sherritt Power owned.
Sherritt International holds $60.2 million of the $180.5
principal amount (33.3%) of the Notes outstanding as well as
49.7% of the outstanding common shares of the Corporation.

The proposal from Sherritt International addresses Sherritt
Power's liquidity concerns as well as provides securities via
exchanges that Sherritt International has indicated represent
premiums to the historical trading prices for Sherritt Power's
common shares and Notes. Sherritt International has indicated
that this proposal will also provide for continuing
participation via an interest in Sherritt International, which
has complementary businesses to Sherritt Power as well as other
more diversified businesses.

Sherritt International has indicated that the proposals are
conditional on receiving the necessary approvals for each class
of securities, and that it would prefer to proceed by way of a
plan of arrangement. There can be no assurance that the
proposals will proceed. If the proposals or satisfactory
alternatives are not completed expeditiously, the Corporation
could be materially adversely affected, and the Corporation
could default on the Notes.

The Corporation has been engaged in the design, construction and
operation of natural gas-fired electricity generating facilities
in Cuba. The Corporation's original power project concept
included the construction of 206 megawatts of electricity
generating capacity, which was to be financed in part by the
issuance of the Notes and was to be completed by the end of
2000. To date, 151 megawatts of generating capacity has been
commissioned in Cuba, including 20 megawatts not originally
contemplated, and an additional 75 megawatts is expected to be
connected to the Cuban power grid in the first quarter of 2003
bringing total net generating capacity to 226 megawatts.

The Independent Committee intends to evaluate the proposal
received from Sherritt International. Paradigm Capital, at the
Independent Committee's request, is also considering whether or
not there are other alternatives that would provide Sherritt
Power the necessary financial flexibility to meet its short-term
liquidity needs, as well as potentially to provide funds for
project infrastructure requirements.

Sherritt Power Corporation was formed to finance, construct and
operate power-generating businesses. Sherritt Power Corporation
trades on The Toronto Stock Exchange under the symbol U. The
Corporation's 12.125% notes due 2007 trade on the over-the-
counter market.


SONIC FOUNDRY: Appealing Nasdaq Jan. 15 Delisting Determination
---------------------------------------------------------------
Sonic Foundry(R), Inc. (Nasdaq:SOFO), a leading digital media
software solutions company, received a NASDAQ Staff
Determination notice on January 15 that the company's common
stock is subject to delisting from the NASDAQ National Market
due to failure to meet the $1.00 per share bid price of its
common stock as required by Marketplace Rule 4450(a)(5).

Sonic Foundry has not been able to regain compliance under the
90-calendar day grace period NASDAQ affords under Marketplace
Rule 4450(e)(2).

The company has requested a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination. A
hearing date has yet to be determined. Company officials said
there is no assurance that the Listing Qualifications Panel will
grant its request for continued listing. However, any NASDAQ
action regarding delisting of the company's securities will be
stayed during the appeal process.

Sonic Foundry said if NASDAQ rejects its appeal, it will pursue
one or more alternatives, including: 1) Filing an application to
transfer its listing to the NASDAQ SmallCap Market; 2)
Requesting shareholder approval of a reverse stock split; or, 3)
Possibly pursuing both actions. There can be no assurance that
the company's common stock will be accepted for listing on the
NASDAQ SmallCap Market, or that the company's common stock will
reach the $1.00 per share bid price required to maintain a
listing on either market.

Founded in 1991, Sonic Foundry (Nasdaq:SOFO) is a leading
provider of desktop and enterprise digital media software
solutions. Its complete offering of media tools, systems and
services provides a single source for creating, managing,
analyzing and enhancing media for government, business,
education and entertainment.

Sonic Foundry is based in Madison, Wis., with offices in Santa
Monica, Toronto and Pittsburgh. For more information about Sonic
Foundry, visit the Company's Web site at
http://www.sonicfoundry.com

At September 30, 2002, the Company's balance sheet shows that
total current liabilities eclipsed total current assets by about
$500,000. Also, the Company's total shareholders' equity
narrowed to about $18 million from $61 million recorded a year
earlier.


STRUCTURED ENHANCED: Fitch Junks $59-Million Notes at CCC
---------------------------------------------------------
Fitch Ratings downgraded the notes of Structured Enhanced Return
Vehicle Trust, Series 1999-2 (SERVES 1999-2). The transaction is
a synthetic collateralized loan obligation that enables
investors to gain exposure to the economics of a reference loan
portfolio via a total rate of return swap between the trust and
Bank of America, N.A., the Swap Provider, on a leveraged basis.

The following security has been downgraded:

    --$58,995,000 notes to 'CCC' from 'BBB-'.

SERVES 1999-2 was establish to enter into a total rate of return
swap with the Swap Provider referencing a $310 million high-
yield loan portfolio. The transaction has experienced higher
than expected losses in the underlying reference portfolio.
Furthermore, the transaction is affected due to the amortization
of the underlying reference portfolio. Subsequently, Fitch
believes that the notes are no longer representative of a 'BBB-'
rating.


SYSTECH RETAIL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Systech Retail Systems (USA) Inc.
             2600 Sumner Blvd.
             Raleigh, North Carolina 27604

Bankruptcy Case No.: 03-00142

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Systech Retail Systems (Canada), Inc.      03-00143
     Systech Retail Systems, Corp.              03-00147

Type of Business: Systech is an independent developer and
                  integrator of retail technology, including
                  software, systems and services to
                  supermarket, general retail and hospitality
                  chains throughout North America.

Chapter 11 Petition Date: January 13, 2003

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtors' Counsel: N. Hunter Wyche, Esq.
                  Smith Debnam Narron Wyche & Story
                  PO Drawer 26268
                  Raleigh, NC 27611-6268
                  Tel: (919) 250-2000

                            Estimated Assets:  Estimated Debts:
                            -----------------  ----------------
Systech (USA) Inc.          $10 to $50 Mill.    $1 to $10 Mill.
Systech (Canada), Inc.      $50 to 100 Mill.    $1 to $10 Mill.
Systech Corp.               $10 TO $50 Mill.    $50 to $100 Mil

A. Systech Retail Systems (USA) Inc.'s 20 Largest Unsecured
Creditors:

Entity                                            Claim Amount
------                                            ------------
Internal Revenue Service                            $2,438,799
320 Federal Place
Attn: Special Procedures
Greensboro, NC 27402

Michigan Dept of Treasury                           $1,087,936
Dept 77003
Detroit, MI 48277

RTI Limited                                           $920,125
Pottery House
Pottery Road
Co Dublin Ireland

NC Deptartment of Revenue                             $704,397
Offices Services Divisio
Bankruptcy Unit
PO Box 1168
Raleigh, NC 27602-1168

Federal Express Corporation                           $438,744
1400-2650 Thousand Oaks
Memphis, TN 38118

Scansource                                            $226,653

Florida Department of Revenue                         $218,127

Hypercom                                              $213,094

New York State Sales Tax                              $202,809

USI Administrator, Inc.                               $193,649

IBM Corporation                                       $189,952

PSC Scanning Inc.                                     $174,810

PA Dept of Revenue                                    $171,446

Humana/Employers Health                               $154,018
Insurance

State of New Jersey                                   $135,862
Sales & Use Tax

UPS Logistics Group                                   $127,929

IBM Parts Order Center                                $123,710

Epson America                                         $118,652

Smith Helms Mullis & Moore, LLP                       $108,877

Triversity, Inc.                                       $96,312

B. Systech (Canada) Inc.'s 17 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Receiver General - Taxat                              $744,970
Canada

Hewlett Packard                                       $300,791
Etobicoke Station "B"
PO Box/ CP 5555
Etobicoke, ON M9W 6Z1

Minister of Finance (Ontario)                         $273,312
Retail Sales Tax
Oshawa, Ontario L1H 8E9

Crescent Communications                               $234,764

Quebec Ministry of Revenue                            $145,449
I.D. - 1017025739

Osler Hoskin & Harcourt                                $91,751

Reciever General - GST                                 $87,226

IBM Canada Limited                                     $85,489

BCE Nexxia Inc.                                        $85,489

Gowling Lafleur Henderson, LLP                         $77,438

Fogler Rubinoff, LLP                                   $57,477

Deloitte & Touche                                      $53,531

Ministry of Finance - E                                $53,234

Lawson Lundell Lawson & McIntosh                       $43,283

Pa-Oson Ltd                                            $40,662

Bell Canada                                            $39,087

Bell Canada                                            $37,370


TRITON CBO: Fitch Rates 3 Note Classes at Low-B and Junk Levels
---------------------------------------------------------------
Fitch Ratings downgraded its ratings on three classes of notes
and affirmed its ratings on two classes of notes issued by
Triton CBO III, Ltd./Corp. (Triton III), a collateralized bond
obligation backed predominantly by high yield bonds and senior
secured loans.

The current ratings are as follows:

                  Triton CBO III, Ltd./Corp.

    --$251,734,936 class A-1 notes affirmed 'AAA';
    --$148,079,374 class A-2 notes affirmed 'AAA';
    --$33,317,859 class A-3 notes downgraded to 'BB' from 'A+';
    --$89,143,759 class B notes downgraded to 'C' from 'B-';
    --$27,551,371 class C notes downgraded to 'C' from 'CCC+'.

This rating action is a result of Fitch's annual review of the
performance of Triton III, amidst increased levels of defaults
and deteriorating credit quality of underlying assets. Given the
current quality of the portfolio, Fitch believes the present
credit risk is no longer consistent with the formerly assigned
ratings of the class A-3, B and C notes. According to the most
recently available trustee report, dated Nov. 29, 2002, the
notional amount of Triton III's collateral is $548.5 million,
and includes 18.6% defaulted assets having a par amount of
$102.28 million. The deal also contains 35.1% assets rated
'CCC+' or below, excluding defaults. Triton III is currently
failing each of its three overcollateralization tests. The class
A OC test is failing at 110.03% with a trigger of 118.5%, the
class B OC test is failing at 91.25% with a trigger of 103.9%
and the class C OC test is failing at 86.68% with a trigger of
101.0%.

In reaching its rating action, a Fitch committee reviewed and
evaluated the results of its cash flow model runs after applying
several different stress scenarios. Also, Fitch had
conversations with Triton Partners LLC, the Collateral Manager,
regarding their expectations and opinions of the portfolio.


TYCO INT'L: Dec. 31 Working Capital Deficit Widens to $3 Billion
----------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI)
reported that earnings per share for its first quarter were 32
cents, as compared to 47 cents from continuing operations for
the same period last year. Revenues were $8.9 billion, up 4%
from $8.6 billion in the first quarter last year. Income from
continuing operations was $635 million for the quarter as
compared with $935 million for the same period last year. Free
cash flow was $482 million in the quarter.

"Results for the first quarter reflect a base of operations on
which we can build during fiscal 2003," said Ed Breen, Tyco's
Chairman and Chief Executive Officer. "Given the challenging
economic environment in which we are operating and the issues we
worked to resolve during the quarter, these results demonstrate
the strength of our market positions and the appeal of our
products and services."

                    Quarterly Operating Results

The segment profits and margins below are presented in
accordance with generally accepted accounting principles (GAAP).
During the quarter, David Robinson was appointed President of
Tyco Plastics and Adhesives, reporting directly to the CEO.
Accordingly, Plastics and Adhesives is presented as a separate
reportable segment for all periods. In fiscal 2002, its results
were included in the Healthcare and Specialty Products segment.
Restated segment results by quarter for fiscal 2002 are
available at http://www.tyco.com All dollar amounts are stated
in millions.

Revenues decreased 10% due to a significant decline within the
telecommunications sector, primarily associated with a decline
of $379 million at TyCom, where there were no new third party
construction or capacity sales in FY03. These declines were
partially offset by acquisitions made in FY02 and favorable
fluctuations in foreign currency rates. Additionally, year over
year declines in the telecommunication end market of our
electronic components business were partially offset by growth
in product sales to the automotive industry. Segment profits
were negatively impacted by lower operating profits in the
telecommunications sector, including operating losses of $65
million at TyCom, compared to profit of $67 million in the year
ago period, as well as lower manufacturing volumes in the
electronic components business and higher pension expense.

Fire and Security Services

Fire and Security Services revenues increased 11% year over year
as a result of acquisitions and the benefit of favorable
fluctuations in foreign currency rates. Segment profits were
down 33% due to weaker commercial construction impacting both
fire and security in the U.S., lower gross margins in the fire
service and contracting businesses, and higher bad debt expense
in security.

Healthcare

Healthcare revenues increased 13% due to acquisitions made in
FY02, favorable fluctuations in foreign currency rates and
organic growth of about 6%. Surgical and Medical revenues
increased as a result of sales under new contracts, as well as
new product introductions. Imaging, Respiratory, and
Pharmaceutical all benefited from higher volumes. These
increases were partially offset by declines in the International
and Retail base businesses. Segment profits were down roughly 5%
as a result of increased selling costs associated with new
contracts and product lines, higher costs associated with
International operations, higher R&D spending and increased
pension expense.

Engineered Products and Services

Revenues increased 12% and profits decreased 5% in Engineered
Products and Services. Revenues grew through a combination of
acquisitions, favorable fluctuations in foreign currency rates,
and almost 6% organically. Fire and Building Products and
Electrical and Metal Products revenues increased slightly. Flow
Control saw revenue increases due to demand for water and
irrigation products, especially in the Pacific region, and
higher revenues in Thermal Controls as major contracts neared
completion. This more than offset lower volumes and prices in
North American and European valves and controls markets,
customer delays in infrastructure projects and reduced U.S.
state and municipal governmental spending levels. Segment profit
and margin declines were primarily the result of selling price
pressure in North American and European non-residential
construction markets, partially offset by profit contributions
from acquisitions.

Plastics and Adhesives

The impact of revenue from acquisitions made in FY02 more than
offset a 3% decrease in organic sales. Economic conditions
depressed volumes and prices in Custom and Retail, while
Corrosion Protection declined as oil and gas pipeline
construction slowed. Segment profits declined in part as a
result of reduced volumes, increased raw material costs and
adverse pricing trends.

Other Items

The Company's income tax rate was 28.0% for the quarter, up from
17.1% in the year ago period. Interest expense, net was $263
million, up 39% from $189 million a year ago. The Company
incurred approximately $40 million of expenses associated with
the Phase 2 accounting review and related matters. This was
partially offset by the return to the Company of an unauthorized
payment of $20 million to a former director related to the
acquisition of CIT.

                         Cash and Liquidity

Free cash flow was $482 million for the first quarter. Cash flow
from operating activities was $828 million in the quarter. Free
cash flow was favorably impacted by approximately $200 million
of employee bonuses which are typically paid during the first
quarter of our fiscal year, but which were not paid until
January of 2003. Operating cash flow in the first quarter of
FY03 included $159 million in cash spending on restructuring
items. See the accompanying table to this press release for the
definition and components of free cash flow.

Additionally, the Company used $247 million in cash for
acquisitions in the quarter, including $237 million for the
acquisition of dealer accounts. The Company also used $69
million related to purchase accounting liabilities and $43
million related to contingent deferred purchase price arising
from prior acquisitions. Free cash flow is calculated before
these uses.

Tyco's debt-to-capitalization ratio was 48.3% at December 31,
2002 compared with 49.4% at September 30, 2002. The net debt-to-
capitalization ratios were 36.9% and 36.8%, respectively, for
the same periods.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.

                       Fiscal 2003 Guidance

Earnings per share are expected to be near the lower end of the
Company's previously announced range of $1.50 to $1.75,
reflecting the incremental dilution associated with its
refinancing of debt and higher pension expense. Free cash flow
is expected to remain in a range of $2.5 billion to $3.0 billion
for the full fiscal year.

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


UNIGLOBE.COM: Completes $1.25 Million Term Debt Restructuring
-------------------------------------------------------------
Uniglobe.com Inc. (TSX Venture: UTO.B and OTCBB:UGTRF),
completed the outsourcing of its website and travel fulfillment
operations to Onetravel.com and its subsidiary, 11th Hour
Vacations. Uniglobe.com disclosed its intent to pursue such a
business relationship on January 6, 2003.

Under the outsourcing agreement, Onetravel.com will provide
Uniglobe.com with a private label Web site maintained by
Onetravel.com and will pay Uniglobe.com fees or a percentage of
revenues earned from customers purchasing travel products
through the Uniglobe.com portal. As a result of the agreement,
Uniglobe.com has laid off all employees except for the President
and one accountant.

Uniglobe.com also announced it has renegotiated a portion of its
term debt to reduce the amount owing and extend repayment terms.
Uniglobe.com's total term debt has been reduced from US$5.1
million to US$3.85 million - a debt reduction of US$1.25
million. Of the remaining US$3.85 million of debt, US$1.75
million of it has had its repayment date extended from December
2005 to December 2007. US$2.1 million of debt remains due in
December 2005. In addition, a principal payment of approximately
US$275,000 due on January 15 2003 has been deferred until
January 15, 2004. A quarterly interest payment of approximately
US $23,000 due in January has not been paid.

Uniglobe.com's continuing operations will depend upon successful
completion of negotiations with its creditors as well as the
level of cash flow generated from the outsourcing agreement with
Onetravel.com.

Wednesday's announcements have no operational or financial
impact on Uniglobe.com's largest stockholder, Uniglobe Travel
(International) Inc., as the global travel agency franchisor and
its member franchises operate independently from Uniglobe.com.

Uniglobe.com Inc., (TSX Venture:UTO.B and OTCBB:UGTRF) offers
leisure and business travelers direct access to air, car, hotel,
cruise and vacation products through its Web site at
http://www.uniglobe.com

OneTravel.com, the Web's leading travel enabler, has empowered
other businesses to succeed in the online travel arena since
1995. Through the OneTravel.com Partner Program, online
businesses gain access to robust travel inventory including as
many as 500 airlines, 54,000 hotels, 48 car rental companies,
and over 2 million vacation packages and cruises. The most
unique feature of the program ensures that a partner's customers
remain their customers. With cookies that never expire,
OneTravel.com will credit a partner even if their customer books
through the OneTravel.com site. With these tools and the
program's competitive commission scale, any online business can
earn increased revenues and greater customer loyalty.

Since the program's inception, OneTravel.com has developed
turnkey solutions for Sam's Club and AMC TV among others.
Additionally, OneTravel.com also powers consumer-based sites
including 11thHourVacations.com, offering last minute travel
bargains to destinations worldwide. For more information about
the OneTravel.com Partner Program visit
http://epartner.onetravel.com


UNITED AIRLINES: Proposes Expedited Lease Rejection Procedures
--------------------------------------------------------------
As part of UAL Corporation and its debtor-affiliates' ongoing
restructuring efforts, the Debtors are analyzing their flight
schedules, aircraft and engine types and costs, projected demand
for air travel, labor costs and other business factors in
conjunction with the use of their fleet of aircraft and engines.
The Debtors intend to maximize the fleet's utility at the lowest
possible cost.  In accordance with this analysis, the Debtors
have decided to retire certain aircraft and aircraft engines
from their fleet.  The Debtors have substantially reduced their
flight schedules and the aircraft and engines to be selected for
retirement will no longer be utilized by the Debtors.
Accordingly, the Debtors seek to eliminate the costs associated
with the aircraft and engines.

James H.M. Sprayregen, Esq., at Kirkland & Ellis promises that
the Debtors will continue to analyze their fleet and, as a
result of this ongoing analysis, it is likely that additional
aircraft or engines will be retired in the future.  The Debtors
intend to pursue all cost savings opportunities in their fleet
to minimize the costs of operation consistent with an optimal
operating fleet and achieving the Debtors' evolving business
plan.

The aircraft and engines to be retired are either Leased
Aircraft and Leased Engines or Owned Aircraft and Owned Engines,
which are subject to Mortgages.  Certain of the Leased Aircraft
and Owned Aircraft that are Excess Aircraft may be fitted with
engines other than the originally installed engines.  This is
because aircraft engines of similar types are interchangeable
and the "swapping" of owned and leased engines on the Debtors'
aircraft is permitted under the terms of the Leases and
Mortgages.  To the extent that Excess Aircraft have engines
installed other than those originally, the Debtors will attempt
to remove the engines.

The Debtors request that the following Lease Rejection/
Abandonment Procedures be approved:

(a) The Debtors will file a Notice to reject the Leases or
     abandon the Owned Aircraft and Engines and will serve the
     Notice upon:

     (i) each of the Lessors and Mortgagees,

     (ii) the United States Trustee,

     (iii) counsel to the official creditors' committee, and

     (iv) the Debtors' DIP lenders.

     The Notice will advise the Parties of the Debtors' intent
     to reject the Leases or abandon the Owned Aircraft and
     Engines, specify the identity and location of the Aircraft,
     authorize Lessors and Mortgagees to take possession of
     their aircraft and/or engines and notify the Parties of the
     deadlines and procedures for filing objections.

(b) Should a Lessor or Mortgagee object to the rejection or
     abandonment,  the objecting Lessor or Mortgagee must file
     and serve a written objection and notice of hearing with
     this Court and is received by the following parties:

          Kirkland & Ellis
          200 East Randolph Drive
          Chicago, Illinois 60601
          Attn: Geoffrey A. Richards, Esq.

          The United States Trustee
          Office of the United States Trustee
          227 West Monroe Street, Suite 3350
          Chicago, Illinois 60606

          The DIP Lenders

          The Unsecured Creditor Committee's counsel.

(c) If the Debtors have deposits with a Lessor, the Debtors
     request that Lessor not be permitted to setoff or otherwise
     use the deposit without the prior authority of the Court.

(d) If the time, cost and distraction of personnel to effect
     the removal of engines installed other than the originally
     installed engines would be an inefficient use of resources,
     the Debtors request the authority to use the Leased Engines
     and Owned Engines for 30 days after the Effective Date.

(e) If no objection is timely filed, the Debtors propose that
     the order automatically become final on the Effective Date.
     (United Airlines Bankruptcy News, Issue No. 5; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


UNIVERSAL STAINLESS: Covenant Violation Under Credit Pact Likely
----------------------------------------------------------------
Universal Stainless & Alloy Products, Inc., (Nasdaq:USAP)
reported sales of $15.9 million for the fourth quarter ended
December 31, 2002 and a net loss of $82,000. This compares with
sales of $21.8 million and net income of $1.9 million in the
year ago fourth quarter.

The 2002 fourth quarter includes other income of $310,000,
relating to the receipt of import duties in accordance with the
"Continued Dumping and Subsidy Offset Act of 2000" from the U.S.
Customs Service. This act provides for payment of the duties
collected by the U.S. Treasury to domestic companies injured by
unfair foreign trade practices. Additionally, the annual
effective income tax rate for 2002 was reduced in the fourth
quarter from 33.0% to 30.8% resulting in a net income benefit of
$65,000.

For the full year 2002, Universal Stainless had sales of $70.9
million and net income of $2.1 million compared with sales of
$90.7 million and net income of $7.6 million in 2001.

Commenting on these results, President and CEO Mac McAninch
stated, "The Company's Bridgeville and Titusville facilities
continued to operate profitably in the fourth quarter, a result
we have achieved in every quarter since 1994. While our
acquisition of Dunkirk Specialty Steel was completed on very
favorable terms, difficult market conditions have prevented that
operation from reaching its profitability threshold this year."

Segment Review

The Company's Universal Stainless & Alloy Products segment,
consisting of its Bridgeville and Titusville facilities, had
sales of $16.4 million and operating income of $351,000 for the
fourth quarter of 2002. This compares with sales of $21.8
million and operating income of $2.9 million in the same period
of 2001.

The decrease reflects lower demand for power generation and
aerospace products, partially offset by an increase in demand
for tool steel products and for commodity reroller products,
including shipments to the Dunkirk Specialty Steel segment.
Sales of aerospace and power generation products were down 52%
and 71%, respectively, from the fourth quarter of 2001. Sales of
tool steel and commodity reroll products rose 84% and 49%,
respectively, over the 2001 fourth quarter.

The Company's Dunkirk Specialty Steel segment, which was
acquired February 14, 2002, reported 2002 fourth quarter sales
of $4.1 million and an operating loss of $817,000. In the third
quarter of 2002, Dunkirk's sales were $4.0 million and the
operating loss was $291,000. The Dunkirk facility continues to
move from its start-up phase toward an efficient operation. The
increase in the operating loss in the fourth quarter over the
third quarter is a result of the shipment of products that
incurred high costs during the company's start-up period and the
establishment of an inventory reserve arising from higher start-
up manufacturing costs included in the year-end inventory
balance.

Mr. McAninch continued, "Universal Stainless remained profitable
and made important progress in 2002, despite depressed market
conditions. The start-up of our Dunkirk operation was successful
and we have made substantial progress in positioning Dunkirk to
become profitable as market conditions normalize. We remain as
confident as ever that Dunkirk will make significant
contributions to the Company's future earnings growth. We were
successful in reducing our selling and administrative expenses
for the year by $900,000, or 15%, before adding the direct
expenses of the Dunkirk operation. In addition, we signed a new
six-year labor agreement with our Bridgeville employees that
provides the stability and flexibility to help us meet the
challenges we expect through the first half of 2003."

Business Outlook

The Company estimates that first quarter 2003 sales will range
from $11 to $15 million and that it will incur a net loss per
diluted share ranging from $0.05 to $0.10. In the first quarter
of 2002, sales were $17.6 million and diluted earnings per share
were $0.20. The following factors were considered in developing
these estimates:

      -- The Company's total backlog approximated $14 million on
         December 31, 2002, as compared to $18 million at
         September 30, 2002.

      -- Demand for aerospace and power generation products is
         not expected to improve during the 2003 first quarter.

      -- Sales from Dunkirk are expected to approximate $4
         million in the first quarter of 2003, below its
         projected break-even threshold of $6 million per
         quarter.

The Company noted that if the 2003 first quarter loss exceeds
$0.05 per diluted share or if net income for the first six-month
results does not reach $0.08 per diluted share, it may be in
technical violation of certain financial covenants with PNC
Bank. The Company has initiated discussions with PNC Bank and
expects to adjust the covenant restrictions in order to maintain
compliance.

Mr. McAninch concluded, "The economic recovery has been slow,
but the inquiries and orders received during the first few weeks
of the new year and the weakened U.S. dollar indicate potential
signs of improvement beyond the first quarter. Our Bridgeville,
Titusville and Dunkirk teams are actively developing the
manufacturing processes necessary to participate competitively
in each new sales opportunity identified. We are also taking
vigorous measures to address current market conditions and to
maximize our control of costs. We are working on projects to
improve the productivity of each operating unit to reduce the
manufacturing cycle of our finished products. Finally, we are
scheduling our operations to match market demand while
maintaining our on-time deliveries. Our strong balance sheet
provides us the opportunity to have semi-finished inventory
available to respond quickly to our customers at this crucial
time."

Universal Stainless & Alloy Products, Inc., headquartered in
Bridgeville, Pa., manufactures and markets a broad line of semi-
finished and finished specialty steels, including stainless
steel, tool steel and certain other alloyed steels. The
Company's products are sold to original equipment manufacturers,
service centers, forgers, rerollers and wire redrawers.


US AIRWAYS: Siegel Airs Disappointment with Senate Vote Hearing
---------------------------------------------------------------
US Airways President and Chief Executive Officer David Siegel
issued the following statement this evening after the vote by
the U.S. Senate to defeat by a vote of 64-31 the Specter
amendment to H.J. Res. 2, the FY 2003 omnibus appropriations
bill. The amendment would have granted the Pension Benefit
Guaranty Corporation the ability to authorize a restoration
funding plan for the US Airways pension obligations.

    "We are deeply disappointed by the outcome of this evening's
vote and the failure of the Senate to see the wisdom and public
benefits of a restoration funding proposal to allow us to
maintain our pension plans and meet our funding obligations,
rather than turn the liability over to the federal government.
All of us appreciate the tenacity of Senators Specter and
Santorum in getting this measure to the Senate floor twice
within the first three weeks of this new Congress -- as well as
the efforts of Senators Allen, Dole, Warner, Edwards, and
Clinton as cosponsors, and the 24 other senators who voted to
support the amendment.

    "We continue to support and work for any solution that
maintains pension benefits which our pilots have worked so hard
to earn, especially given the sacrifices they have already made
to help this company successfully restructure."


WESTELL TECHNOLOGIES: Cuts Working Capital Deficit to $5 Million
----------------------------------------------------------------
Westell Technologies, Inc. (NASDAQ:WSTL), a leading provider of
broadband access solutions, announced the company's third
consecutive profitable quarter with the results for its third
quarter ending December 31, 2002.

Net income for the quarter was $2.3 million, compared with a
loss of $100.8 million for the same period last year. Revenues
for the quarter were $49.2 million compared to $67.0 million for
the comparable quarter of last year.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $5 million.

"Our DSL customer premise equipment business continues to be our
bright spot as we are seeing encouraging levels of activity in
this space. If we get long overdue regulatory relief for our
customers, that should provide additional positive support for
the DSL market," said Van Cullens, Westell President & CEO. Our
legacy telecom equipment business, however, continues to be
constrained by weak market conditions", he added.

Westell offered guidance for its fourth quarter ending March 31,
2003 and for first quarter ending June 30, 2003. Revenue
expectations should be in a range of $50 to $54 million with EPS
expected in a range of $0.03 to $0.05 per share, for both
quarters.

Westell Technologies, Inc., (NASDAQ:WSTL) headquartered in
Aurora, Illinois is a broadband access solutions company that
provides leading broadband products, service solutions, and
conferencing solutions for carriers, service providers and
business enterprises around the world. Westell delivers
innovative, open broadband solutions that meet our customers'
needs for fast and seamless broadband connection. Conference
Plus, a Westell subsidiary, offers conferencing services
including voice, video, and IP data conferencing, to carriers
and multi-national corporations throughout the world. For more
information visit http://www.westell.com


WHEELING-PITTSBURGH: Asks Court to Approve Disclosure Statement
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates ask
Judge Bodoh to:

       (1) approve the Disclosure Statement the Debtors have
           presented in support of their Plan;

       (2) approve the form and manner of notice of the
           Disclosure Statement Hearing;

       (3) establish, for voting purposes only, a record date
           for the holders of claims;

       (4) establish notice procedures for confirmation of the
           Plan;

       (5) approve the Solicitation Packages and procedures for
           distribution; and

       (6) approve the forms of ballots and establish procedures
           for voting on the Plan.

Scott N. Opincar, Esq., with Calfee Halter & Griswold LLP,
reminds Judge Bodoh that presently the hearing in which Judge
Bodoh must determine whether the Disclosure Statement contains
sufficient information to permit informed voting by creditors
and equity holders is scheduled for February 7, 2003.

Mr. Opincar describes the Plan as "the result of extensive
negotiations between the Debtors and their principal creditor
constituencies".  He states that the Plan is, in large part, an
"equity conversion" plan under which most general unsecured
claims against the Debtor will be converted into equity
interests in the Debtors as reorganized.  The Debtors believe
they are in a position to solicit votes on the Plan immediately
upon approval of the Disclosure Statement and will seek
confirmation of the Plan as soon as voting is concluded.

                Approval of the Disclosure Statement

In this case, Mr. Opincar opines that the Disclosure Statement
contains information meeting the requirements of the Bankruptcy
Code.  This includes information about the Plan, the projected
proceeds to be available for distribution under the Plan, and
the projected recoveries by creditors and equity interest
holders under the Plan because of their respective allowed
claims and interests.  In addition, the Debtors have described
the risk factors affecting the Plan, their businesses, a
liquidation analysis, and federal tax consequences based on
possibilities.  The Debtors and the Creditors' Committees
continue to review the Disclosure Statement and, based on that
review and any material developments in these chapter 11 cases,
may make additional changes and disclosures before the February
hearing.  However, Mr. Opincar points out that any such
disclosures would only further substantiate why the Disclosure
Statement contains adequate information.  The Debtors believe
the Disclosure Statement meets that standard now and ask for
approval.

         Approval of Form and Manner of Notice of Hearing

Mr. Opincar reviews the notice of the hearing given to the
various constituencies, governmental agencies, and interested
parties, and asks Judge Bodoh to find that the notice of the
hearing on the Disclosure Statement is sufficient in form and
the manner in which the notice was given.  In asking this, Mr.
Opincar includes the notice given by publication in the national
edition of The New York Times as well as The Wheeling
Intelligencer and Wheeling News-Register.  Copies of the
Disclosure Statement are also available to any interested person
upon request.  The Debtors assert that the procedures they have
followed provide adequate notice of the Disclosure Statement
Hearing and ask Judge Bodoh to concur in that judgment.

                 Approval of Objection Procedures

The Disclosure Statement provided that objections or responses
to the Disclosure Statement must be in writing, state the
objector's name and address, state with particularity the basis
and nature of any objection or response, and include any
language proposed to be inserted into the Disclosure Statement.
Any objection must be filed and served no later than February 3,
2003.  The Debtors ask that Judge Bodoh approve this procedure
and the deadline.

                         The Record Date

For purposes of soliciting votes in connection with confirmation
of a plan, creditors and equity security holders include holders
of stocks, bonds, debentures, notes and other securities of
record on the date the order approving the disclosure statement
is signed or another date fixed by the Court.  Mr. Opincar is
aware that claims in these cases have been traded and may
continue to be traded.  Accordingly, the Debtors propose that
the record date in their cases be the one on which an order
approving the Disclosure Statement is signed for purposes of
determining which creditors are entitled to vote on the Plan.

             Notice Procedures for Confirmation of Plan

The Debtors ask simply that a hearing on confirmation of the
Plan be scheduled for a date to be set "consistent with
Bankruptcy Rule 2002" at the hearing on the Disclosure
Statement.

The Debtors propose to publish notice of the hearing on
confirmation of their Plan, once a date is set by Judge Bodoh,
not less than 25 days before the last date to object to
confirmation of the Plan.  This notice will be published in the
national edition of The New York Times as well as The Wheeling
Intelligencer and Wheeling News-Register.  The Debtors believe
that publication of the Confirmation Hearing Notice will provide
sufficient notice of the Voting Deadline to be set by Judge
Bodoh, the time fixed for filing objections to confirmation of
the Plan, and the time, date and place of the Confirmation
Hearing to persons who do not otherwise receive notice by mail.
This notice is in addition to notice by mail to creditors and
other interested parties. The Debtors ask Judge Bodoh to find
this method and manner of notice to be adequate.

                      The Solicitation Packages

The Debtors propose to send out Solicitation Packages
containing:

       (1) the plan, or a summary of the plan approved by
           Judge Bodoh;

       (2) the disclosure statement approved by Judge Bodoh;

       (3) notice of the time within which acceptances and
           rejections of the plan may be filed; and

       (4) any other information Judge Bodoh may direct.

The Solicitation Packages will be mailed no later than 10 days
after the approval of the Disclosure Statement.  The Debtors
propose to include an appropriate form of Ballot and a Ballot
return envelope in addition to the statutorily required
contents.  No holder of a claim against or interest in any
Debtor which has been placed in a class under the Plan that is
deemed to accept or reject the Plan will receive a Ballot.
Instead, the Solicitation Package for those parties will
include a Notice of Non-Voting Status.  To avoid duplication and
reduce expenses, the Debtors propose that creditors who have
filed more than one claim against the same Debtor entity in any
given class should be required to receive only one Solicitation
Package and a Ballot for each class entitled to vote in which
they have asserted a claim.  In addition, the Debtors ask that
Judge Bodoh determine that they are not required to distribute
copies of the Plan and Disclosure Statement to any holder of an
unimpaired claim, unless such party makes a specific request in
writing for that.  The Debtors also propose that Solicitation
Packages not be sent to any creditor whose claim is based solely
on the amount scheduled by a Debtor if that claim already has
been paid in the full scheduled amount.  However, if that
creditor would be entitled to receive a Solicitation Package for
any reason other than by virtue of the fact that its claim had
been scheduled by the Debtors, the creditor will be sent a
Solicitation Package.  But the Debtors ask that they not be
required to send a Solicitation Package to any creditor who
filed a proof of claim if the amount asserted in the proof of
claim is less than or equal to the amount already scheduled for
that claim, and the amount has already been paid.

Mr. Opincar advises that a material number of bar notices were
returned by the United States Postal Service as undeliverable.
Likewise, the Debtors anticipate that some Disclosure Statement
notices may be returned by the Postal Service as undeliverable.
The Debtors urge that it would be costly and wasteful to mail
Solicitation Packages to the same addresses to which
undeliverable notices of the bar date or Disclosure Statement
notices were mailed.  Moreover, the Debtors intend to publish
the confirmation hearing notice in three newspapers. Therefore,
the Debtors seek Judge Bodoh's approval for a departure from
the strict notice rule to excuse the Debtors from mailing
Solicitation Packages to those entitles listed as insufficient
addresses unless the Debtors are provided with accurate
information for such entitles before the Solicitation Date.

          Approval of Ballot Form and Voting Procedures

The Debtors propose to distribute one or more Ballots and
corresponding instructions in a form based on Official Form No.
14, but modified to address the particular aspects of these
chapter 11 cases and to include additional information that the
Debtors believe to be relevant and appropriate for each class of
claims or interests.  The Debtors ask Judge Bodoh to approve the
ballot form as modified.

                   Notice of Non-Voting Status

The Debtors will send to holders of unimpaired claims in Classes
1, 2, 3, 4, 8 and 11 a notice of non-voting status which
identifies the class designated as unimpaired and sets out the
manner in which a copy of the Plan and Disclosure Statement may
be obtained.  The Debtors submit that this notice satisfies the
requirements of the Bankruptcy Rules.  The Debtors also request
that Judge Bodoh determine that they are not required to
distribute copies of the Plan and Disclosure Statement any
holder of an unimpaired claim, unless the party makes a specific
and written request.

Classes 9, 10 and 12 will not receive any distributions under
the Plan and thus are impaired and deemed to reject the Plan.
Because of this, in addition to the Solicitation Package, the
Debtors will mail a Notice of Non-Voting Status and include the
proposed form for Judge Bodoh's approval.

                       The Voting Deadline

The Debtors anticipate commencing the solicitation period within
10 days after the entry of an order approving the Disclosure
Statement. Based on this schedule, the Debtors propose that in
order to be counted as a vote to accept or reject the Plan, each
Ballot must be properly signed, completed and delivered to the
Poorman-Douglas:

       (i) by first class mail in the return envelope provided
           with each Ballot;

      (ii) by overnight courier; or

     (iii) by personal delivery

so that it is received by Poorman-Douglas no later than 5:00
p.m. Eastern Time on the date set by Judge Bodoh at the
Disclosure Statement Hearing as the voting deadline.  The
Debtors believe this solicitation period will be sufficient
within which creditors can make an informed decision to accept
or reject the plan.

                    Temporary Allowance of Claims

Solely for purposes of voting to accept or reject the Plan, and
not for the purpose of the allowance of, or distribution on
account of, a claim, and without prejudice to the rights of the
Debtors in any other context, the Debtors propose that each
claim within a class of claims entitled to vote to accept or
reject the Plan be temporarily allowed in an amount equal to the
amount of the claim as set forth in a timely filed proof of
claim, or, if no proof of claim was filed, the amount of the
claim as set out in the Debtors' Schedules, subject to
exceptions as:

       (1) If a claim is deemed allowed in accordance with the
           Plan, the claim is allowed for voting purposes in the
           Deemed allowed amount.

       (2) If a claim for which a proof of claim has been timely
           filed is marked as contingent or unliquidated, the
           Debtors propose that the claim be temporarily allowed
           for voting purposes only, and not for purposes of
           allowance or distribution, at $1.00.

       (3) If a claim has been estimated, or otherwise allowed
           for voting purposes by court order, the claim is
           temporarily allowed in the amount so estimated or
           allowed by the Court for voting purposes only, and
           not for purposes of allowance or distribution.

       (4) If a claim is listed in the Schedules as contingent,
           unliquidated or disputed, or scheduled in the amount
           of zero or undetermined, and a proof of claim was
           not:

             (i) filed by the applicable bar date for the
                 filing of proofs of claim set by order of
                 the Court; or

            (ii) deemed timely filed by court order before
                 the Voting Deadline, unless the Debtors
                 have consented in writing, the Debtors propose
                 that such a claim be disallowed for purposes
                 of receiving notices regarding the Plan, or
                 voting on the Plan.

       (5) If the Debtors have served an objection to a claim
           at least five days before the Voting Deadline, the
           Debtors propose that the claim be temporarily
           disallowed for voting purposes only and not for
           purposes of allowance or distribution, except to
           the extent and in the manner as might be set out in
           the objection.

The Debtors believe that these proposed procedures provide for a
fair and equitable voting process.  If any creditor seeks to
challenge the allowance or disallowance of its claim for voting
purposes, the Debtors ask that the creditor serve and file a
motion under Fed R Bankr Pro 30018 temporarily allowing the
claim in a different amount for purposes of voting to accept or
reject the Plan on or before the tenth day after the later of
(i) service of the Confirmation Hearing Notice, and (ii) service
of notice of an objection, if any, to the claim.  The Debtors
further propose that, as to any creditor filing such a motion,
the creditor's Ballot should not be counted unless temporarily
allowed by the Court for voting purposes, after notice and a
hearing. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XCEL ENERGY: Liquidity Improves with $100MM Term Loan Facility
--------------------------------------------------------------
Xcel Energy (NYSE:XEL) increased its liquidity at the holding
company to about $300 million following completion of a new $100
million, nine-month term loan facility and the closing of the
sale of Viking Gas Transmission Company.

"At this time we have no need to draw on the facility, but it
provides us flexibility and an additional source of liquidity,
should we need it," said Ben Fowke, Xcel Energy vice president
and treasurer. "With the approximately $200 million of cash
currently on hand at the holding company this will give us near-
term liquidity of about $300 million. As we move forward
throughout the year, we expect our cash position should continue
to improve."

The facility, provided by King Street Capital and an affiliate
of Perry Capital, carries a 9 percent per annum coupon rate and
fees for early termination and extensions within the nine-month
period. Perry and King Street are existing investors in the
company. Specific terms are disclosed in the credit agreement
filed with the SEC as an exhibit to a Form 8-K.

"We remain hopeful that the uncertainty regarding NRG Energy
will be resolved within the timeframe of this facility," said
Fowke. "When that happens we will consider other financing
structures. Until that time, we think it's in Xcel Energy's best
interest not to enter into longer-term transactions. We
currently have pending before the SEC an application to increase
our ability to issue securities."

Xcel Energy Inc.'s 7.000% bonds due 2010 (XEL10USR1) are trading
at about 76 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.


* AlixPartners Opens Offices in London and Munich
-------------------------------------------------
AlixPartners, LLC, the leading-performance improvement,
financial-advisory and restructuring consultancy in the United
States, announced the establishment of a significant presence in
Europe.  David Lovett and Roman Zeller have joined the firm as
principals, and AlixPartners has opened offices in London and
Munich.  In addition, AlixPartners Principal Peter Fitzsimmons
has relocated from the firm's New York office to London to head
European operations.

"As demand for our particular brand of performance-improvement
services has increased steadily in Europe, we have decided to
commit resources to establishing a strong presence in key
European markets with offices led and staffed by local
professionals of the highest caliber," said Michael Grindfors,
president of AlixPartners.  "We are pleased that David Lovett
and Roman Zeller have joined AlixPartners to lead our London and
Munich practices, respectively.  Their understanding of local
cultural and business environments, combined with AlixPartners
hands-on, consensual approach to business-performance
improvement, will ensure success for AlixPartners and its
clients in Europe."

Lovett joins AlixPartners from Andersen UK, where he most
recently served as Chief Financial Officer and Joint Liquidating
Partner.  He formed Andersen's London turnaround practice in the
early 1990s and managed the Global Turnaround practice for
Andersen.  He will be based in AlixPartners' London office.
Zeller joins AlixPartners' Munich office from Bain & Company,
where he was a partner and a founding member of the private-
equity consulting practice at Bain Germany. While working with
the portfolio companies of private equity funds, he focused on
value enhancing programs comprising strategic, operational,
organizational and financial improvement initiatives.  Zeller
led Bain's European supply-chain management and German
e-business practices since 2000.  He has developed and
implemented programs to increase value for numerous
international clients in process industries and in industrial
goods, including a global metal-packaging producer that doubled
return on sales through sales enhancements, cost reduction and
strategic redirection.

Fitzsimmons, a seven-year AlixPartners veteran, currently heads
the firm's WorldCom international restructuring team, which
includes WorldCom's Asian and Latin American operations.  He has
also worked with the European operations of other global
businesses, including companies in the food distribution and
automotive manufacturing industries.  Before joining
AlixPartners in 1995, Fitzsimmons worked both as an operating
manager and restructuring advisor.

In the U.S., AlixPartners has pioneered the performance-
improvement industry.  The firm is known for its tactical,
hands-on and collaborative approach to improving corporate
financial and operational performance.  AlixPartners commits
senior professionals to each engagement on a full-time,
exclusive basis and works collaboratively with existing
management, as well as bankers, vendors and employees, to
achieve restructuring objectives.

"Our goal in Europe is to adapt the best of American
performance-improvement practices to local European business
conditions and situations to help healthy companies optimize
their performance and struggling companies to be successful in
turnaround situations," said Fitzsimmons.

Currently, AlixPartners is serving as CEO at ISH GmbH & Co., a
spin-off from Deutsche Telekom.  The firm is developing a
program aimed at bringing the company to its full strategic,
operational and financial potential.  AlixPartners led the
efforts to restructure the balance sheet, reduce costs, and
improve business processes and operating agreements.  The firm
led the efforts to obtain additional financing from secured
lenders and vendors.

Other European engagements include WorldCom and Exide
Technologies, where AlixPartners principals are acting as chief
financial officer and chief restructuring officer during Chapter
11 proceedings in U.S. Bankruptcy Court.  AlixPartners also
recently assisted Sunterra, the world's largest vacation
ownership company, and Umbro International, a $600-million (?569
million) international manufacturer/marketer.  AlixPartners
first worked in Europe in 1990 with Wang Laboratories and Unisys
Europe.

AlixPartners' London office is located at 84 Brook Street,
London, W1K 5EH.  The phone number is +44 20 7866 6073.
AlixPartners' Munich office is located at Maximilianstrasse 35,
D-80539 Mnchen.  The telephone number is +49 89 242 181 35.
AlixPartners, LLC, is recognized internationally as the industry
standard in solving complex corporate challenges, creating value
and restoring corporate performance.  It has offices in New
York, Chicago, Dallas, Detroit, London and Munich.  For further
information, go to http://www.alixpartners.com


* Resilience Capital Scores Three Acquisitions in First Year
------------------------------------------------------------
Resilience Capital Partners LLC, a Cleveland, Ohio-based
merchant banking firm, completed an active year of investing in
and advising troubled companies.  In its first calendar year of
business, Resilience completed the acquisition of three
underperforming or troubled businesses and provided financial
advisory/restructuring services to several companies in chapter
11 bankruptcies and out-of-court restructurings.

"Our level of activity in 2002, both as investors and advisors,
exceeded even our high expectations," said Bassem Mansour, a
Managing Partner of Resilience. "We founded Resilience in the
Summer of 2001 based on our belief that the Midwest needed a
merchant banking firm that would be committed to middle- market
corporate recovery over the long term. Our achievements in 2002
have given us a tremendous start to realizing this goal."

Resilience provides financial advisory services to troubled
companies and their key creditors and equity holders. Highlights
of Resilience's financial advisory assignments in 2002 include:

     * The sale of Genesis Worldwide, Inc., the Dayton, OH based
       capital equipment manufacturer, in a chapter 11
       bankruptcy case;

     * The chapter 11 reorganization of Homeland Stores, Inc.,
       one of the largest grocery store chains in the Central
       states;

     * The sale of Freedom Forge Corporation, one of the leading
       manufacturers of rail wheels and axles, in its bankruptcy
       case;

     * Globe Metallurgical, Inc., one of the largest domestic
       manufacturers of silicon metals and foundry alloys, in an
       out-of-court sale of debt; and

     * The pending chapter 11 sale of Cold Metal Products, Inc.,
       an intermediate processor of specialty strip steel is the
       US and Canada.

Resilience also is an investor in underperforming or distressed
middle market companies. In 2002, the first year of the Fund's
existence, Resilience completed the following transactions:

     * Acquisition of Slazenger Golf Products, which will
       maintain the exclusive licensing rights to market
       Slazenger-brand golf products in the U.S., Canada,
       Mexico, and the Caribbean Islands;

     * Acquisition of Beech Technology Systems, a leading
       manufacturer of tools and patterns for parts used in the
       aerospace industry; and

     * Minority investment in AxleTech International, a company
       created to acquire the off-highway planetary axle
       manufacturing business of ArvinMeritor. The company is an
       international supplier of heavy-duty off-road axles and
       components, planetary axles, brakes, and related
       aftermarket parts. Wynnchurch Capital is the majority
       investor in this transaction.

"These investments presented us an opportunity to provide
capital to companies with a profitable core business that have
either been undermanaged or are experiencing an industry-driven
cyclical downturn," added Mr. Mansour. "We will continue to
search out opportunities to acquire middle market businesses,
primarily in the Midwest and Great Lakes regions, that present
similar characteristics."

Formed in 2001, Resilience Capital Partners is a private
merchant banking firm based in Cleveland, Ohio. The firm's core
businesses are private equity investing in underperforming,
undermanaged and turnaround situations as well as restructuring
and reorganization investment banking advisory services.


* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without
----------------------------------------------------------------
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt

Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them!
With a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able
to sharpen a company's focus and show the way to the future.
They believe that all too often, appropriate actions required to
improve organizations are overlooked because upper management
either isn't aware of the seriousness of the issues they face or
they don't know where to turn for accurate information to best
address their concerns. In the Phoenix Effect, the authors
present their ideas to "confront, comprehend, and conquer a
company's ills, big and small."

These ideas are grouped into nine steps: (i) Find out whether
the company needs a tune-up, a turnaround, or crisis management.
Locate the source of "the pain." (ii) Analyze the true scope of
the company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new
ones. (iii) Hold the company to its mission statement. If it
strives to be "the most environmentally friendly." Figure out
how. (iv) Manage scale. Should the company grow, stay the same
size, or shrink? (v) Determine debt obligations and work toward
debt relief. (vi) Get the most from the company's assets.
Eliminate superfluous assets and evaluate underused assets.
(vii) Get the most from the company's employees. Increase output
and lower workforce costs. (viii) Get the most from the
company's products. Turn out products that are developed and
marketed to fill actual, current customer needs. (ix) Produce
the product. Search for alternate ways to create the product:
owning or leasing facilities, outsourcing, etc.

The authors believe that "how you're doing is where you're
going." They assert that the "one fundamental source of life  in
companies, as in people,.is the capacity for self-renewal, the
ability to excite your team for game after game. to go for broke
season after season." This ability can come from "(g)enetics,
charisma, sheer luck, stock options - all  crucial, yes, but the
best renewal insurance is a leader who always knows exactly how
his or her company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather
than Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and clich,. Their message
is clear: your company's phoenix, too, can rise from its ashes.

Carter Pate is a well known turnaround expert at
PricewaterhouseCoopers with more than 20 years experience
providing strategic consulting and implementation strategies.

Harlan Platt is a professor of finance at Northeastern
University and author of the book Principles of Corporate
Renewal.

                          *********

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 ***