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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 31, 2003, Vol. 7, No. 22

                           Headlines

ABN AMRO MORTGAGE: Fitch Rates Ser. 2003-1 Class B-4 Notes at B
ADELPHIA BUSINESS: Exclusivity Extension Hearing Set for Today
AIRGAS INC: Stronger Financial Profile Spurs Fitch's BB- Rating
ALLTEL CORP: Working Capital Deficit Stands at $200MM at Dec. 31
ALTERRA HEALTHCARE: Honoring Up to $5M of Critical Vendor Claims

AMERICAN TOWER: S&P Affirms B- Corporate Credit Rating
AMERICREDIT CORP: S&P Ratchets Ratings Down One Notch to B+
AMES DEPARTMENT: Selling Harmar Store Lease for $1.75 Million
AMKOR TECHNOLOGY: Reports $196MM Net Loss on $426MM Sales in Q4
ANC RENTAL: Earns Nod to Sell Tampa Property for $3.1 Million

AOL TIME WARNER: Narrows Working Capital Deficit to $2.2 Billion
ASIA GLOBAL CROSSING: Court Approves Asset Sale to Asia Netcom
ATLANTIC COAST: Net Loss Stays Flat in Fourth Quarter 2002
AVAYA INC: Completes Liquid Yield Option Notes Exchange Offer
BAYOU STEEL: Has Until Feb. 21 to File Schedules & Statements

BCE INC: Reports On-Track Fourth Quarter and Year-End Results
BERGSTROM CAPITAL: Selling Remaining Equity Positions
BUDGET GROUP: Court Approves $1.4-Mill. EMEA Financing Facility
CASH TECHNOLOGIES: External Auditors Express Going Concern Doubt
CHASE MORTGAGE: Fitch Series 2003-S1 Class B-$ Notes at B

CLEVELAND-CLIFFS: Reports Improved Q4 Continuing Ops. Results
CNA FINANCIAL: Sells Marine "Blue Water" Renewal Right to Arch
CONSECO INC: Wants to Walk Away from 16 Financial Contracts
COTTON GINNY: Ontario Court Approves 95 Store Closings
CROWN CORK & SEAL: Initiates Comprehensive Refinancing Plan

CROWN CORK: S&P Keeping Watch on B- Corporate Credit Rating
CYBEX INTERNATIONAL: Grace & White Discloses 10.68% Equity Stake
EL PASO CORP: Undertakes Power and Trading Management Changes
ENRON: Zipa LLC Acquires Broadband Unit's New Orleans Datacenter
ENRON CORP: Metromedia Asks Court to Allow $1.9MM Admin. Claim

EXIDE TECHNOLOGIES: Committee Hires Bayard Firm as Co-Counsel
FAST FERRY: Wants Until February 25 File Schedules & Statements
FISHER COMMS: Selling Two Georgia TV Stations for over $40 Mill.
FREESTAR: Will Hold Shareholders' Meeting in the Next 90 Days
FUELNATION: Enters Pact with Lender to Issue $100M Secured Notes

FUELNATION: Commencing Rights Offering to Existing Shareholders
GENUITY: Earns Nod to Hire Baker & McKenzie as Special Counsel
GEORGIA-PACIFIC: Fitch Ratchets Sr. Unsec. L-T Debt Rating to BB
GLOBAL CROSSING: Extends Scope of Contract with Textilease Corp.
HEADLINE MEDIA: November 30 Balance Sheet Upside-Down by C$6MM

HORIZON NATURAL: Shuts Down Sycamore Mine & Knox County Plant
I2 TECHNOLOGIES: Will Commence Nasdaq SmallCap Trading on Feb. 7
INTEGRATED HEALTH: Court Approves Insurance Premium Financing
LIDS CORP: Files Joint Plan and Disclosure Statement in Delaware
LTV CORP: Minnesota DOR Seeks Stay Relief to Set Off Refunds

MALDEN MILLS: Has Until February 18 to File Reorganization Plan
MASTR ALTERNATIVE: Fitch Rates Two Note Classes at Lower-B Level
METRIS COMPANIES: Fourth Quarter Net Loss Tops $48.5 Million
METRIS COMPANIES: S&P Places B & CCC+ Ratings on Watch Negative
METROMEDIA FIBER: Hurricane Electric Uses PAIX's Peering Fabric

MICRON TECHNOLOGY: Issuing $500MM Convertible Subordinated Notes
MICRON TECHNOLOGY: S&P Rates New $500-Mil. Conv. Sub. Debt at B-
MORTGAGE ASSET: Fitch Rates Two 2003-1 Note Classes at B/BB
MOTHERCARE PLC: Fitch Withdraws Two Lower-B Debt Ratings
MTS INC: S&P Ratchets Corporate Credit Rating Up a Notch to CCC+

NAT'L CENTURY: Amedisys' Request re Cash Collateral Use Nixed
NORFOLK SOUTHERN: Cuts Dec. 31 Working Capital Deficit to $500MM
ON SEMICONDUCTOR: Commences Exchange Offer for 12% Senior Notes
OWENS CORNING: Seeks Extension of Intercompany Tolling Agreement
OWOSSO CORP: Deloitte & Touche Expresses Going Concern Doubt

PACIFIC GAS: Secures Open-Ended Exclusive Period Extensions
PETROLEUM GEO-SERVICES: Pays 6-5/8% and 7-1/8% Bond Interest
PHASE2MEDIA: Committee Follows Peter Lubitz to Schiff Hardin
POLAROID CORP: Court Grants Request to Appoint an Examiner
REPRO MED: Seeking New Financing to Ameliorate Liquidity Status

RHYTHMS NETCONNECTIONS: Court Fixes February 4 Admin. Bar Date
SAFETY-KLEEN: PwC Litigation Distribution & Reserve Under Plan
SEVEN SEAS: Final Cash Collateral Hearing Slated for Monday
SHELBOURNE PROPERTIES: Sells Livonia Plaza for $13 Million
SUN HEALTHCARE: Seeks 3rd Claims Objection Deadline Extension

SWAN TRANSPORTATION: Taps Ballard Spahr as Bankruptcy Co-Counsel
TECHNICAL OLYMPIC: S&P Assigns Prelim. B+ $100MM Sr. Note Rating
TESORO PETROLEUM: Red Ink Flows in 4th Quarter & Full-Year 2002
UNITED AIRLINES: Frequent-Fliers' Committee Appointment Sought
UNITED AIRLINES: P. Whiteford Shrugs-Off Proposed "Magic Cure"

UNITED AIRLINES: Says Low-Cost Carrier 'Critical' for Viability
UNITED AIRLINES: Court Approves Piper Rudnick as Special Counsel
US AIRWAYS: Sabre Seeks Stay Relief to Set-Off Prepetition Debts
US AIRWAYS: Committee Recommends Creditors Vote to Accept Plan
U.S. MINERAL: Futures Representative Hires Wolf Block as Counsel

VARI-L CO.: Bankruptcy Filing Likely If Asset Sale Plan Crumbles
VERIZON COMMS: Narrows Working Capital Deficit to $6 Billion
WESTAR ENERGY: Fitch Revises Rating Watch Status to Negative
WGL HOLDINGS: Working Capital Deficit Tops $16 Mill. at Dec. 31
WINDHAM COMMUNITY: Fitch Cuts $18MM Revenue Bonds Rating to BB+

WORLDCOM INC: Posts $194 Million in Net Loss for November 2002
WORLDCOM INC: BofA Wants Stay Relief to Foreclose Collateral
W.R. GRACE: Dec. 31 Net Capital Deficit Widens to $222 Million
XCEL ENERGY: Sees $2 Billion Net Loss for 2002

* Seth Palatnik Joins Huron Consulting as Managing Director

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525

                           *********

ABN AMRO MORTGAGE: Fitch Rates Ser. 2003-1 Class B-4 Notes at B
---------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-
through certificates, series 2003-1, classes A-1 through A-4, A-
X, A-P, and R ($219.1 million) are rated 'AAA' by Fitch Ratings.
In addition, Class M ($1.3 million) is rated 'AA', Class B-1
($0.6 million) is rated 'A-', and Class B-4 ($0.1 million) is
rated 'B'

The 'AAA' rating on the class A senior certificates reflects the
1.25% subordination provided by the 0.60% Class M, the 0.25%
Class B-1, the 0.20% Class B-2 (which is not rated by Fitch),
the 0.05% privately offered Class B-3 (which is not rated by
Fitch), the 0.05% privately offered B-4, and the 0.10% privately
offered Class B-5 (which is not rated by Fitch). Classes M, B-1,
and B-4 are rated 'AA', 'A-', and 'B', respectively, based on
their respective subordination.

Fitch believes the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
ABN AMRO Mortgage Group, Inc. (rated 'RPS2+' by Fitch).

The mortgage pool consists of a group of recently originated,
15-year fixed-rate mortgage loans secured by one- to four-family
residential properties.

The mortgage loans have an aggregate principal balance of $222
million as of the cut-off date and have a weighted average
remaining term to maturity of 179 months. The weighted average
original loan to value ratio of the pool is approximately
60.90%; approximately 0.68% of the mortgage loans have an OLTV
greater than 80%. The weighted average coupon of the mortgage
loans is 5.622%. The weighted average FICO score is 745. The
states that represent the largest geographic concentration are
California (28.93%), Illinois (8.41%), Michigan (6.76%),
Virginia (5.13%), and Texas (5.07%).

Approximately 1.67% of the mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act, effective as of
October 2002. For additional information on GFLA, please see the
press release issued December 24, 2002 entitled 'Fitch Ratings
Comments on Recent Predatory Lending Legislation' at
http://www.fitchratings.com

ABN AMRO Mortgage Group, Inc., originated all of the loans and
will also act as servicer for the trust. JPMorgan Chase Bank
will serve as trustee. AMAC, a special purpose corporation,
deposited the loans into the trust, which then issued the
certificates. For federal income tax purposes, the offered
certificates will be treated as ownership of debt.


ADELPHIA BUSINESS: Exclusivity Extension Hearing Set for Today
--------------------------------------------------------------
Joseph Lubertazzi, Jr., Esq., at McCarter & English LLP, in
Newark, New Jersey, tells the Court that the Adelphia Business
Solutions Debtors have failed to show sufficient "cause" under
Section 1121(d) of the Bankruptcy Code to support its request
for an additional extension of the exclusivity and solicitation
periods to May 31, 2003 and July 31, 2003.  The ABIZ Debtors
have not shown that they have taken meaningful steps toward
formulating or proposing a plan of reorganization and that an
extension of the time periods will enable it to do so.  Since
the initial four-month extension of the exclusivity period and
six-month extension of the solicitation period, the ABIZ Debtors
have failed to demonstrate progress toward developing a plan.
During that same period, the estate has suffered millions of
dollars in monthly net losses as exhibited in ABIZ Debtors'
monthly operating reports.

Mr. Lubertazzi insists that the Debtors should be required to
show why it has not proposed or filed a plan during the 120-day
period provided under the Bankruptcy Code and the initial 120-
day extension provided by the Court.  The Debtors should be
required to present testimony to show how an additional
extension will enable it to file a plan, including exactly when
and what steps it will take during the extension leading to the
filing of a plan.  In the absence of a clear showing on these
points, Lucent insists that the Debtors' request should be
denied.

Mr. Lubertazzi contends that an extension of the exclusivity and
solicitation periods as proposed by the Debtors will unduly
prejudice Lucent because it will afford the Debtors at least an
additional six months to elect to assume or reject its contract
with Lucent.  Until the Debtors elects to assume or reject the
contract, Lucent will be forced to continue to provide costly
services to the Debtors at no charge, with no guarantee of
receiving the benefit of its bargain in the form of fully paid
invoices.  Lucent only agreed to provide free services to the
Debtors because of their promise to purchase specified amounts
of products and to timely pay its invoices.  The Debtors have
already benefited from the $4,756,321 in services since the
Petition Date and if the exclusivity period is extended another
four months, Lucent will be forced to incur an additional
$2,113,920.  It is unfair to require Lucent to continue to incur
the expense of providing these services without any return.

            Official Committee of Unsecured Creditors

Mitchell A. Seider, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, recalls that when this Court granted the ABIZ
Debtors' first motion to extend their exclusive periods on
August 8, 2002, it was on the ABIZ Debtors' assertions that they
would be capable of filing a plan of reorganization by
November 30, 2002.  As hoped for, in the nine months since the
ABIZ Debtors filed for Chapter 11, they have overcome
significant hurdles and made substantial progress towards
stabilizing their businesses and controlling costs.  At this
point, the ABIZ Debtors should be well on their way towards
filing a confirmable plan of reorganization that the Committee
could recommend to unsecured creditors.  However, Mr. Seider
notes that the ABIZ Debtors are too far from accomplishing this
goal to warrant the second extension of exclusivity that they
now seek.  While the Committee has been working with the ABIZ
Debtors over the past several months to formulate a plan of
reorganization, they have presented the Committee with nothing
more than financial analysis that would distribute wholly
inadequate value to unsecured creditors.  Presently, the
Committee has lost confidence in the ABIZ Debtors' ability to
propose a consensual plan and achieve a reorganization that is
in the best interest of their estates.

Therefore, the Committee asks the Court to deny the Debtors'
request for an additional six months of exclusivity to the
extent necessary to allow the Committee to put before the Court
and the parties-in-interest a plan of reorganization.  Mr.
Seider informs the Court that the Plan Term Sheet would
substantially delever [sic] the Reorganized Debtors -- with a
debt reduction from $1,400,000,000 to $115,000,000 -- pay
administrative claims in full in cash on the effective date of
the plan, and provide adequate capitalization for the Debtors'
continued successful operations.  All secured creditors holding
allowed claims would be issued new notes in the value of their
secured claims or paid in full in cash on the effective date of
the plan.  Unsecured creditors would receive the equity of
reorganized ABIZ.  All of the estates' claims against other
persons, including Adelphia Communications Corp. and its
affiliates, would be preserved and enforced by a litigation
trust for the benefit of unsecured creditors.

The Committee believes that the only way progress can be made in
these cases is if the Committee, as well as the Debtors, is
permitted to file a plan of reorganization.  Without opening the
plan process in this Court, Mr. Seider is concerned that the
Debtors will be granted the "undue bargaining leverage" in
further plan discussions that Congress sought to avoid through
its statutory limitation of the exclusive periods.  Furthermore,
beginning the plan process will force third parties to take
seriously their negotiations with the Debtors and work towards
the compromise of the complex issues in these cases.

                          *     *     *

The hearing on the Debtors' request has been continued to
January 31, 2003 at 9:45 a.m.  Accordingly, the exclusive filing
period is extended until the conclusion of that hearing.

As previously reported, Adelphia Business Solutions, Inc., and
its debtor-affiliates asked the Court for a second extension of
the deadline to:

     -- file a plan of reorganization to May 31, 2003; and

     -- solicit acceptances of that plan to July 31, 2003.
(Adelphia Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AIRGAS INC: Stronger Financial Profile Spurs Fitch's BB- Rating
---------------------------------------------------------------
Standard & Poor's Rating Services has revised its outlook on
packaged gas distributor Airgas Inc., to positive from stable
based on expectations that the company's financial profile will
continue to strengthen as economic conditions improve. Standard
& Poor's said that it has affirmed its 'BB' corporate credit
rating on the Radnor, Pa.-based company. At Sept. 30, 2002, the
company had total debt of $876 million.

"Meaningful debt reduction has occurred at Airgas, demonstrating
the resilience of its cash flows despite challenging economic
times", said Standard & Poor's credit analyst Wesley E. Chinn.
"Accordingly," he continued, "it is possible that the ongoing
pursuit of strategic acquisitions will not hamper the
strengthening of debt leverage measures to levels appropriate
for a higher rating".

Airgas Inc.'s credit quality reflects its business position as
the leading North American distributor of industrial gases and
related equipment and relatively stable cash flows, offset by
the moderate cyclicality of the manufacturing and industrial
markets served, fragmented industry competition, and an
aggressive financial profile.

Airgas Inc.'s 9.125% bonds due 2011 (ARG11USR1) are trading
slightly below par at about 98 cents-on-the-dollar, says
DebtTraders. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ARG11USR1


ALLTEL CORP: Working Capital Deficit Stands at $200MM at Dec. 31
----------------------------------------------------------------
ALLTEL (NYSE: AT) achieved strong fourth-quarter and 2002 annual
results. In the fourth quarter, fully diluted earnings per share
under Generally Accepted Accounting Principles (GAAP) was 82
cents, an 11 percent increase from a year ago. Fully diluted
earnings per share from current businesses was 84 cents, a 12
percent increase from a year ago.

For the year, fully diluted earnings per share under GAAP was
$2.96, while fully diluted earnings per share from current
businesses was $3.24, a 14 percent increase from 2001.

"This was another solid year for ALLTEL as our company continued
to produce strong financial results while growing our
communications business in what was a very challenging year for
the industry," said Scott Ford, ALLTEL president and chief
executive officer.

Fourth-quarter highlights from current businesses (compared with
the fourth quarter of last year) include:

   -- Total revenues were $2.1 billion, a 13 percent increase.

   -- Net income was $262.4 million, a 12 percent increase.

   -- Wireless revenues were $1.1 billion, a 15 percent increase.

   -- Wireline revenues were $607.8 million, a 22 percent
      increase.

   -- Equity free cash flow was $281 million, a 112 percent
      increase.

Highlights from current businesses for the year (compared with
2001) include:

   -- Total revenues were nearly $8 billion, a 6 percent
      increase.

   -- Net income was $1 billion, a 14 percent increase.

   -- Wireless revenues were $4.2 billion, a 9 percent increase.

   -- Wireline revenues were $2.2 billion, an 11 percent
      increase.

   -- Equity free cash flow was $996 million, a 21 percent
      increase.

At December 31, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by about
$200 million.

ALLTEL also has agreed to sell the financial services division
of its Information Services subsidiary to Fidelity National
Financial Inc. of Irvine, Calif., for $1.05 billion, payable as
$775 million cash and $275 million in Fidelity National common
stock. The telecom division of ALLTEL Information Services will
be retained by ALLTEL and will not be part of the transaction.

Fidelity National is acquiring ALLTEL's mortgage servicing
operations; the retail banking operations; the commercial
lending/wholesale banking business; and the community/regional
bank division. About 5,500 employees will transition to Fidelity
National as part of the transaction.

Assuming the Information Services transaction closes on March
31, the sale will dilute 2003 earnings by approximately 22 cents
per share. First-quarter 2003 results will show the financial
services division of the Information Services business as a
discontinued operation.

"The decision to sell the financial services division of ALLTEL
Information Services improves ALLTEL's financial flexibility and
allows our company to focus on expanding the communications
business," Ford said. "We also believe Fidelity National will
provide opportunities for both our Information Services
customers and employees, and we look forward to our continued
relationship with Fidelity National as one of their sizeable
shareholders."

ALLTEL, with more than 12 million communications customers and
nearly $8 billion in revenues, is a leader in the communications
and information services industries. ALLTEL has communications
customers in 26 states and provides information services to
telecommunications, financial and mortgage clients in more than
50 countries. For more information on the company, visit
http://www.alltel.com


ALTERRA HEALTHCARE: Honoring Up to $5M of Critical Vendor Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Alterra Healthcare Corporation authority to pay up to $5 million
of Prepetition Critical Vendor Claims.  The Debtor's critical
vendors fall into four groups:

  (a) General Medical Suppliers

      As part of its service, the Debtor provides its residents
      with many general medical supplies. Given the relative lack
      of alternate sources, interruption in the provision of
      these supplies would have a detrimental impact on the
      Debtor's ability to care for its residents and maintain
      their well-being.

  (b) Food Service Vendors

      Most of the Debtor's food service needs are filled by a few
      vendors. The ability of the Debtor to provide meals to its
      residents would be seriously jeopardized if these vendors
      were to interrupt service. In addition, the Debtor also
      relies on several smaller, local food providers to fulfill
      the special needs that certain of its residents may have,
      such as allergies and medication conflicts and these
      vendors are not easily replaced.

  (c) Specialty Service Providers

      The Debtor contracts with certain agencies and third
      parties to supply service providers such as nurses,
      supervisors and caregivers. Any disruption of these
      relationships would cause immeasurable damage to the
      Debtor's operations.

  (d) Limited Source Vendors

      Beyond general medical supplies, many other supplies used
      by the Debtor in the operation of its business are
      regulated and may only be obtained from limited, licensed
      sources. Thus, if these vendors refused to continue to
      furnish to the Debtor the necessary supplies listed above,
      the Debtor would either be unable to find a replacement
      supplier or the cost and disruption associated with
      replacement of the vendor would be great.

The Debtor believes these payment are necessary to preserve its
relationships with the Critical Vendors and are crucial to the
continued viability of the Debtor's business and central to the
Debtor's efforts to reorganize in this chapter 11 case.  These
services and supplies are simply not readily available in the
marketplace and either could not be replaced or the delay in
obtaining a replacement would significantly harm the Debtor's
business and jeopardize the health and welfare of its residents.

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003.
James L. Patton, Esq., Edmon L. Morton, Esq.. Joseph A.
Malfitano, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $735,788,000 in assets and
$1,173,346,000 in total debts.


AMERICAN TOWER: S&P Affirms B- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on wireless tower operator American Tower Corp.,
and simultaneously removed all the ratings on the company from
CreditWatch with negative implications, where they had
previously been placed due to concerns over liquidity.

The outlook is negative. The Boston, Mass.-based company has
estimated outstanding debt of $3.6 billion.

The CreditWatch removal is due to American Tower resolving
several near-term liquidity concerns by closing today on the
issuance of about $420 million in 12.25% senior subordinated
discount notes due 2008 by a wholly owned subsidiary. The
company will have access to the net proceeds once it receives a
consent to this transaction from its bank lenders within 60 days
of the closing.

"Prior to the closing, we were concerned that American Tower
would not be in a position to satisfy a put on a convertible
note issue that could require up to about $200 million in cash
in October 2003, meet about $200 million in bank debt
amortization in 2004, and have adequate headroom under its
annualized operating cash flow to pro forma debt service bank
covenant," said Standard & Poor's credit analyst Michael Tsao.

"However, by indicating that the company intends to use net
proceeds from the new notes issuance to repurchase the
convertible notes and pay down its bank term loan by at least
$200 million, American Tower is on its way towards removing the
three threats to near-term financial flexibility," added Mr.
Tsao.

With no significant debt maturities until beyond 2005 and
moderate free cash flow prospect, American Tower is not likely
to have another liquidity issue in the next several years.

Over the longer term, American Tower will find it challenging to
reduce its heavy debt burden due to weak tower industry
fundamentals. In the event of a prolonged industry slump or
serious execution missteps, currently adequate liquidity could
rapidly become insufficient and lead to increased potential for
financial restructuring. The ratings could be lowered if
operating and cash flow metrics show signs of deterioration.


AMERICREDIT CORP: S&P Ratchets Ratings Down One Notch to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' long-term
counterpary and senior unsecured debt ratings on AmeriCredit
Corp., from CreditWatch, where they had been placed Jan. 16,
2003, and downgraded the ratings one notch to 'B+'. The outlook
is negative.

The ratings action follows Standard & Poor's detailed
discussions with management concerning asset quality,
profitability, and liquidity issues. The company does not expect
recovery rates to improve from the low of 40% in the December
2002 quarter based on continued weakness in used automobile
prices. Additionally, its annualized net loss rate for the next
two quarters will now be in the 7% area. "Given the continued
weakness in the used automobile market and the weak economy, the
company's business model will continued to be tested during the
next couple of quarters," said credit analyst Lisa J. Archinow,
CFA. Standard & Poor's will continue to monitor any developments
related to changes in the company's credit fundamentals and
liquidity position. Any adverse credit trends could result in
ratings being lowered from this level.

AmeriCredit continues to face significant business challenges in
the face of higher-than-expected credit losses. Asset quality
and profitability measures have continued to be adversely
affected. Any outlook revision to stable would be predicated on
the company's success in stabilizing its business model.


AMES DEPARTMENT: Selling Harmar Store Lease for $1.75 Million
-------------------------------------------------------------
As part of the wind down of the Debtors' operations, David H.
Lissy, Esq., Senior Vice President and General Counsel of Ames
Department Stores, Inc., informs the Court that they have
actively sought a purchaser for the Ames Store No. 543 lease as
well as the disposition of related subleases.  Ames Store No.
543 is located in Harmar Township, Pennsylvania.

To this end, the Debtors engaged in discussions with Giant
Eagle, Inc., regarding its possible acquisition of the Lease.
Giant Eagle is an undertenant at the store premises.

By this motion, Debtors seek the Court's authority to sell the
Harmar Store Lease to Giant Eagle, free and clear of all liens,
claims and security interests, with the liens to transfer to the
sale proceeds.  The Debtors also will assume their sublease
agreement with Giant Eagle as well as another sublease agreement
with National City Bank of PA and assign these subleases to
Giant Eagle.  The transactions will be done in accordance with
the terms of the parties' agreement, considering higher and
better offers.

Mr. Lissy asserts that Giant Eagle's offer is the best overall
written proposal so far and that its $1,750,000 purchase price
represents a significant recovery for the benefit of the
Debtors' estates.

A. The Harmar Store Lease

    (a) The Debtors lease the premises from Allegheny Business
        Trust, successor-in-interest to Allegheny Valley Shopping
        Plaza, Inc.;

    (b) The current term expires on January 31, 2005, subject to
        an extension option, that if exercised, may extend the
        term to January 31, 2017;

    (c) The current base monthly rent is $5,000;

    (d) The Debtors' obligations due to Allegheny:

             Prepetition rent                    $15,933
             Prepetition percentage rent          24,673
             Prepetition real estate taxes        16,836
                                                --------
                   Total                         $58,489

    (e) The real estate tax assessment against the property was
        adjusted as a result of a tax challenge.  A $115,931
        tax refund was also determined to be due for tax periods
        before the Petition Date:

        -- The Debtors received from Harbor Township three checks
           totaling $31,699, which is payable to Allegheny on
           account of the Tax Refund.  Those checks were
           forwarded to Allegheny for endorsement and return to
           the Debtors. However, Allegheny has not credited the
           Debtors' account for the amount of the refund checks;
           and

        -- The Debtors have received a $16,249 check on account
           of the Tax Refund and their tax counsel is holding a
           $67,983 check.  Both of these checks are payable to
           Allegheny, but are not being forwarded to it for
           endorsement due to Allegheny's conduct with respect to
           the previous checks.

B. The Eagle Sublease

    (a) G.C. Murphy and Giant Eagle entered into the Eagle
        Sublease dated November 10, 1969 for 31,800 square feet
        of space at the Harmar store premises.  G.C. Murphy later
        assigned its interest in the sublease to the Debtors;

    (b) The current term expires on January 31, 2007, which can
        be extended to January 31, 2012 with a five-year option;

    (c) The base monthly rent is $8,500.  Giant Eagle is current
        in rent and other obligations under the Eagle Sublease.
        The Debtors' books and records reflect that they have no
        outstanding obligations owing to Giant Eagle under the
        Eagle Sublease; and

    (d) Giant Eagle has asserted that it has paid certain
        postpetition CAM charges due under the Lease to Allegheny
        that are the Debtors' obligation.  Giant Eagle contends
        that these CAM charges total $11,300.  The Debtors are
        reviewing the issue relating to the CAM Payments.  To
        date, the Debtors have not determined that Giant Eagle is
        entitled to any reimbursement on account of any CAM
        Payments.

C. The NC Bank Sublease

    (a) G.C. Murphy and NC Bank entered into the sublease
        agreement on April 21, 1970 for 2,277 square feet of
        space at the Harmar Store premises.  G.C. Murphy later
        assigned the NC Bank Sublease to the Debtors;

    (b) The current term expires on January 31, 2007, which can
        be extended to January 31, 2012 with a five-year option
        under the NC Bank Sublease; and

    (c) The base monthly rent is $3,000.  NC Bank is current in
        rent and other obligations under the NC Bank Sublease.
        The Debtors' books and records reflect that they have no
        outstanding obligations owing to NC Bank under the NC
        Bank Sublease.

The pertinent terms of the parties' Agreement include:

    -- The Lease, the Eagle Sublease and the NC Bank Sublease
       will be assumed by the Debtors and assigned to Giant
       Eagle;

    -- On the Closing Date, Giant Eagle will be deemed to have
       waived:

         (i) any and all scheduled, filed or asserted prepetition
             claims it may have against the Debtors under or
             relating to the Eagle Sublease; and

        (ii) any defaults, monetary arrears, CAM charges and all
             maintenance or repair obligations of the Debtors
             under the Eagle Sublease.  However, Giant Eagle
             reserves its rights with respect to the CAM payments
             and all claims that it may have for indemnification
             against the Debtors by any third party relating to
             Giant Eagle;

    -- In turn, the Debtors will be deemed to release Giant Eagle
       from any claims related to the Eagle Sublease.  However,
       the Debtors reserve their rights with respect to the CAM
       payments and all claims that they have for indemnification
       against Giant Eagle to the extent of any claim for damages
       asserted against them by any third party related to Giant
       Eagle's occupancy or operation of the Eagle Sublease
       premises and any claim for damages asserted against
       Debtors by any third party subsequent to the Closing Date;

    -- All of Giant Eagle's scheduled or filed prepetition claims
       related to the Eagle Sublease, if any, will be deemed
       expunged as of the Closing Date without any further Court
       order; and

    -- Giant Eagle will pay the Debtors $1,750,000 in immediately
       available funds as consideration of the assignment of the
       Lease, the Eagle Sublease and the NC Bank Sublease.

Mr. Lissy also informs Judge Gerber that the auction of the
Harmar Township Store Lease will follow the uniform bidding and
auction procedures established by the Court.  Mr. Lissy advises
that any succeeding offers from other interested parties must
exceed Giant Eagle's bid by at least $85,000.  During the
auction, the Debtors will impose a $30,000 incremental bid
amount.

All bids made at the Auction will remain open and irrevocable
until 11 days after the Sale Hearing and the second best bid, as
determined by the Debtors, will remain open and irrevocable
until a closing on the Transaction.  Mr. Lissy relates that the
second highest bid may be accepted and consummated subject to an
appropriate Court order if the bid selected at the Auction and
approved by the Court is not consummated at the Closing. (AMES
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AMKOR TECHNOLOGY: Reports $196MM Net Loss on $426MM Sales in Q4
---------------------------------------------------------------
Amkor Technology, Inc., (Nasdaq: AMKR) reported fourth quarter
sales of $426 million and a net loss of $196 million. The net
loss for the fourth quarter includes $172 million in non-cash
charges incurred in the quarter as detailed below:

      -- a non-cash charge of $129 million recorded to establish
a valuation allowance against its deferred tax asset consisting
primarily of U.S. net operating loss carryforwards, as part of
its income tax provision. Generally accepted accounting
principles require companies to weigh both positive and negative
evidence in determining the need for a valuation allowance. In
light of the Company's three years of cumulative losses, an
unprecedented industry downturn and continued poor visibility of
customer demand, Amkor determined in the fourth quarter that a
valuation allowance representing substantially all of its
deferred tax assets was appropriate. These negative factors
outweighed Amkor's forecasted future profitability and
expectation that it will be able to utilize its Net Operating
Loss carryforwards (NOL);

      -- a non-cash impairment charge of $33 million to reduce
the carrying value of Amkor's investment in Anam Semiconductor,
Inc., to ASI's market value of $2.90 per share based on ASI's
closing share price on December 31, 2002; and

      -- a non-cash special charge of $10 million in connection
with a consolidation of two Korean factories as part of an
ongoing program designed to increase operational efficiency and
reduce costs. Amkor will transfer most of the assembly
operations at its 271,000 sq. ft. K2 site in Bucheon, South
Korea into its one million square foot, state-of-the-art K4
factory in Kwangju, South Korea. Amkor expects to complete the
closing of the K2 facility during the second quarter of 2003.

Excluding these charges, Amkor's fourth quarter net loss was $24
million. For the fourth quarter of 2001, Amkor's net loss,
excluding goodwill amortization, was $108 million.

Fourth quarter 2002 revenue was in line with guidance provided
in the company's third quarter earnings release, and gross
margin exceeded the company's expectations. Assembly & test
revenue was $373 million, up 26% over the year-ago period and
down 5% from the third quarter. Wafer fab revenue was $53
million compared with $60 million in the third quarter. Total
revenue was $426 million, up 21% from the year-ago period and
down 6% from the third quarter. Fourth quarter gross margin
increased to 15.6% from 11.5% in the third quarter and negative
2.4% in the year-ago period, due in part to lower levels of
depreciation, ongoing cost efficiency programs, and higher
capacity utilization. The reduced depreciation reflects the
impact of the fixed asset impairment recorded in the second
quarter and the change in estimated useful lives of certain
assembly equipment from four years to seven years effective with
the fourth quarter.

For the full year, revenue was $1.6 billion, an 8% increase over
2001. Amkor's net loss was $827 million compared to a net loss,
excluding goodwill amortization, of $335 million.

"We have completed a challenging, but productive year in which
we've successfully addressed several key strategic initiatives,"
said James Kim, Amkor's chairman and chief executive officer.
"For the past two and a half years we've undertaken a lengthy
process of restructuring our interest in ASI. We achieved
important progress this year by selling 20 million ASI shares
for $95 million; we also negotiated the sale of our wafer
fabrication services business for $62 million. This divestiture
will allow Amkor to focus totally on our core competency of
assembly and test."

"During this same period we've undertaken a continuous program
of streamlining our assembly and test business to reduce costs
and enhance operating efficiency, while also positioning Amkor
for long-term growth. We've kept a sharp focus on improving our
cash flow and overall liquidity in the face of the industry's
worst-ever downturn," said Kim. Our cash balance has been
steadily building, and we intend to continue to monetize our
interest in ASI to further increase liquidity. We are making
progress towards our goal of returning to bottom line
profitability and are committed to enhancing shareholder value."

"Semiconductor technology continues to advance in a downturn,
and we have invested heavily in the development of new package
and test technology, including MicroLeadFrame(TM), flip chip,
system-in-package, stacked packaging, VisionPak(TM) and strip
test. We have reduced overall capital expenditures in the face
of significant industry overcapacity, but have been adding
capacity to support the growth areas of our business," said Kim.
"For the past 34 years we have provided capacity to meet the
growing needs of our customers, and that commitment will not
change."

"Over the past two years we have positioned Amkor for the next
phase of our growth by expanding into China, Japan and Taiwan.
Each of these new markets offers exciting growth opportunities
for Amkor."

"During 2002 our business recovered nicely from the trough level
reached in late 2001, and our core assembly and test revenue
growth rate outpaced the semiconductor industry, reflecting the
strength of the outsourcing trend," said John Boruch, Amkor's
president and chief operating officer. "The global economy
remains sluggish, and we believe the semiconductor industry is
in the midst of a pause that should last through at least the
first quarter of 2003."

Fourth quarter EBITDA was $74 million compared with $71 million
in the third quarter and $27 million in Q4 of 2001. Amkor
calculates EBITDA as earnings before income taxes; special
charges; equity in income (loss) of affiliates; minority
interest; foreign currency gain or loss; interest expense, net;
depreciation and amortization; loss on disposal of assets; and
loss on impairment of equity investment. EBITDA is a common
measure used by investors to evaluate a company's ability to
service debt. EBITDA is not defined by generally accepted
accounting principles, and Amkor's definition of EBITDA may not
be comparable to similar companies.

Capital expenditures were $13 million for the fourth quarter and
$95 million for the year. Depreciation and amortization totaled
$60 million for the fourth quarter and $325 million for the
year.

"We ended the year with improved financial liquidity," said Ken
Joyce, Amkor's chief financial officer. "During the year we
extended our existing financial covenant framework under our
bank agreement through December 31, 2003 and achieved positive
cash flow for the second half of the year. We have $311 million
in cash at December 31, compared with $235 million at
September 30, 2002. The fourth quarter cash increase includes
$26 million in processing fees payable to ASI under the foundry
agreement, which Amkor has retained in anticipation of
completing the sale of our wafer foundry business to ASI. This
$26 million, along with other current payables owed to ASI, is
expected to fully satisfy the $62 million purchase price that
will be owed to Amkor for the sale of our wafer fabrication
services business."

      Agreement to Sell Wafer Fabrication Services Business;
                Transactions with ASI and Dongbu

As part of its strategy to monetize its investment in ASI and to
divest its wafer fabrication services business, Amkor entered
into a series of transactions beginning in the second half of
2002:

      -- In September 2002, Amkor sold 20 million shares of ASI
common stock to Dongbu Group for $58 million in net cash
proceeds and 42 billion Korean Won (approximately $35 million at
a current exchange rate) of interest bearing notes from Dongbu
payable in two equal principal payments in September 2003 and
February 2004. Additionally, Amkor transferred an additional one
million shares of ASI common stock to its financial advisors for
payment of fees in connection with this transaction.

      -- In January 2003, Amkor reached a definitive agreement to
sell its wafer fabrication services business to ASI for total
consideration of $62 million.

      -- In separate transactions designed to facilitate a future
merger between ASI and Dongbu, (i) Amkor acquired a 10% interest
in Acqutek from ASI for $2 million; (ii) Amkor acquired the
Precision Machine Division (PMD) of Anam Instruments, a related
party to Amkor, for $8 million; and (iii) Anam Instruments,
which had been partially owned by ASI, utilized the proceeds
from the sale of PMD to Amkor to buy back all of the Anam
Instruments shares owned by ASI. Acqutek supplies materials to
the semiconductor industry and is publicly traded in Korea.
Amkor has historically purchased and continues to purchase
leadframes from Acqutek. PMD supplies sophisticated die mold
systems and tooling to the semiconductor industry and
historically over 90% of its sales were to Amkor.

Each of the transactions with Dongbu, ASI and Anam Instruments
are interrelated and it is possible that if each of the
transactions were viewed on a stand-alone basis without regard
to the other transaction, Amkor could have had different
conclusions as to fair value.

In January 2003, Amkor reached final agreement with ASI to sell
Amkor's wafer fabrication services business to ASI, subject to
foreign regulatory approval. Additionally, Amkor is structuring
a release from ASI's largest customer regarding Amkor's
contractual obligations with respect to its wafer fabrication
services. The sale of the wafer fabrication services business is
expected to close during the first quarter of 2003, at which
time Amkor expects to reflect its wafer fabrication services
segment as a discontinued operation. In connection with the
disposition of its wafer fabrication business, Amkor expects to
incur an estimated $4 million in severance and other exit costs
to close its operations in Boise, Idaho and Lyon, France. Amkor
estimates that in the first quarter of 2003 it will recognize a
net gain on the disposition of its wafer fabrication services
business in excess of $50 million based on its current estimates
of the carrying value of the net assets associated with the
business and the severance and other exit costs.

At January 1, 2002 Amkor owned 47.7 million shares or 42% of
ASI's voting stock and at December 31, 2002 Amkor owned 26.7
million shares of ASI or 21%. The carrying value of Amkor's
remaining investment in ASI at December 31, 2002 was $77 million
and could be subject to additional impairment charges if ASI's
share price continues to decline. Although Amkor intends to
monetize its remaining investment in ASI, the ultimate level of
proceeds could be less than the current carrying value.

                          Business Outlook

The first calendar quarter is typically a seasonally down
quarter for Amkor. On the basis of customers' forecasts, we
currently expect first quarter 2003 assembly & test revenue to
be around 10% lower than the fourth quarter. We expect first
quarter 2003 gross margin to be around 11%. As noted above, we
anticipate that the wafer fabrication services business will be
treated as a discontinued operation in the first quarter.

We will resume the recognition of deferred tax assets when Amkor
returns to profitability. Additionally, until we utilize our
NOLs, the income tax provision will reflect modest levels of
foreign taxation. At December 31, 2002, our company has U.S. net
operating losses totaling $408 million expiring between 2021 and
2022. We expect to utilize a portion of the NOLs to offset the
tax associated with the gain on sale of the wafer foundry
business. Additionally, at December 31, 2002, our company has
non-U.S. net operating losses totaling $51 million expiring
between 2003 and 2012.

Amkor Technology, Inc., is the world's largest provider of
contract semiconductor assembly and test services. The company
offers semiconductor companies and electronics OEMs a complete
set of microelectronic design and manufacturing services. More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site at http://www.amkor.com

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit and senior unsecured debt
ratings on Amkor Technology Inc., to single-'B' from single-'B'-
plus. At the same time, the senior secured bank loan rating was
lowered to single-'B'-plus from double-'B'-minus.

Standard & Poor's Ratings Services also lowered its ratings on
the West Chester, Pennsylvania-based company's convertible and
senior subordinated notes to triple-'C'-plus from single-'B'-
minus. The outlook is stable.

The ratings changes reflect volatile conditions in the
semiconductor market and a sustained deterioration in
profitability and debt-protection measures, offset by Amkor's
adequate near-term liquidity.


ANC RENTAL: Earns Nod to Sell Tampa Property for $3.1 Million
-------------------------------------------------------------
Elio Battista, Jr., Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, recounts that pursuant to the Modified
Bidding Procedures proposed ANC Rental Corporation and debtor-
affiliates, parties were required to execute a confidentiality
agreement.  The Debtors received requests for confidentiality
agreements from Gretna Management Co., Dollar Development,
Hakeem Investments Florida, Ltd., Park-n-Fly and CCAG Limited
Partnership.  JPD Properties LLC and Tampa Airport Parking had
previously executed confidentiality agreements pursuant to the
First Bidding Procedures.  The Debtors have received an executed
confidentiality agreement from Hakeem Investments Florida Ltd.

The Debtors provided a due diligence package, which contained
the same materials previously provided to Tampa Airport Parking,
to JPD and Hakeem Investments.

Tampa Airport Parking is the only entity that requested access
to and conducted "on-site" due diligence on the Spruce Street
Properties.

As of the bid deadline established by the Bidding Procedures,
the Debtors did not receive any bids for the Spruce Street
Properties.

Subsequent to the bid deadline, Tampa Airport Parking offered to
purchase the Property for $13 per gross square foot or
$3,133,000 for the Property.  Additionally, Tampa Airport
Parking has agreed to deliver to the Debtors a $50,000 deposit
to be held in escrow in accordance with the terms of the
Purchase Agreement.  The Purchase Agreement is not conditioned
on any financing or due diligence contingencies and provides for
a closing to occur on or before January 31, 2003.

Accordingly, the Debtors sought and obtained the Court's
approval to sell the Tampa Property to Tampa Airport Parking,
LLC, free and clear of any and all liens, claims, encumbrances
and interest, and exempt from any stamp, transfer, recording or
similar tax.

The Court also authorized the Debtors to pay all outstanding
real property taxes and all personal property taxes due and
owing to the Hillsborough County Tax Collector on or before the
closing of the sale.

Judge Walrath rules that the liens and security interests, if
any, of Congress Financial Corporation, Lehman Brothers, Inc.,
and Liberty Mutual Insurance Company will attach to the proceeds
of the sale, net of closing costs and other amounts payable by
the Debtors under the Purchase Agreement in the same order of
priority as their liens and security interests exist as against
the Property as of January 23, 2003, with the Net Proceeds to be
disbursed as -- the Debtors will pay to Congress an amount equal
to 100% of the Net Proceeds to be applied to the Debtors'
outstanding principal obligations under the Borrowing Base
Facility unless the secured creditors and the Debtors agree
otherwise prior to the date of the closing of the sale. (ANC
Rental Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AOL TIME WARNER: Narrows Working Capital Deficit to $2.2 Billion
----------------------------------------------------------------
AOL Time Warner Inc., (NYSE:AOL) reported financial results for
its full year and fourth quarter ended December 31, 2002.

For the full year, revenues climbed 7% to $41.1 billion, up from
$38.5 billion in 2001. Subscription revenues increased 13% to
$19.0 billion, led by growth at the America Online, Cable and
Networks divisions. Content and Other revenues rose 9% to $14.4
billion, due primarily to strong growth at Filmed Entertainment.
Advertising and Commerce revenues decreased 9% to $7.7 billion,
as a result of declines at America Online.

Full-year EBITDA rose 5% to $9.1 billion, up from $8.6 billion
in 2001, driven by double-digit growth at each of the Company's
reporting divisions, except for America Online.

The Company generated $4.2 billion in Free Cash Flow in 2002, a
significant 153% increase over last year's $1.7 billion, due
principally to higher EBITDA, lower working capital requirements
and lower capital spending. Free Cash Flow represented 47% of
EBITDA during the year.

For the fourth quarter, revenues climbed 8% year over year to
$11.4 billion. Subscription revenues grew 10% to $4.9 billion,
as a result of growth in the Company's America Online, Cable and
Networks businesses. Content and Other revenues improved 10% to
$4.3 billion, led by the Filmed Entertainment business's home
video and theatrical successes. Advertising and Commerce
revenues declined 1% to $2.2 billion, stemming from declines at
America Online, offset in part by solid gains in advertising at
the Networks and Publishing businesses.

The quarter's EBITDA rose 16% to $2.8 billion, reflecting strong
46% growth at Networks, as well as double-digit growth at all of
the Company's other divisions, except for America Online, where
EBITDA declined. The EBITDA margin increased to 24%, compared to
22% in the fourth quarter of 2001. Free Cash Flow totaled $241
million, versus $84 million for the same period last year, due
principally to higher EBITDA, and lower working capital
requirements.

AOL Time Warner's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$2.2 billion.

Chief Executive Officer Dick Parsons said: "I am very pleased by
our impressive fourth-quarter performance that enabled us to
meet the targets set last summer for the overall Company's full-
year revenue and EBITDA goals. Over the year, our traditional
media and entertainment businesses experienced strong double-
digit EBITDA growth - fueled by increases in subscription and
content revenues, as well as improving advertising trends."

Mr. Parsons added: "In 2003, our Company will strive to run each
of our businesses as well or better than before, with a
continued major focus on stabilizing and revitalizing America
Online. In addition, 2003 will be a year where the Company
begins aggressively to regain financial flexibility. We'll use
our Free Cash Flow and other initiatives to reduce debt on our
way to obtaining meaningful strategic capacity."

                   Consolidated Reported Results

The Company reported a net loss from continuing operations of
$44.6 billion, for the year ended December 31, 2002, before
taking into account the cumulative effect of the adoption of FAS
142. The loss in 2002 includes an approximate $45.5 billion
charge to reduce the carrying value of the Company's goodwill
and certain other intangible assets in the fourth quarter of
2002, as well as approximately $2.2 billion of pre-tax, non-cash
investment charges, $335 million of merger and restructuring
charges and $124 million of gains on the sale or redemption of
investments. This compares to a reported net loss from
continuing operations of $4.9 billion for the year ended
December 31, 2001. The loss in 2001 includes approximately $2.5
billion of pre-tax, non-cash investment charges, $250 million of
merger and restructuring charges and approximately $7.2 billion
of goodwill and other intangible amortization, which did not
recur in 2002 due to the adoption of FAS 142.

The adoption of FAS 142 in the first quarter of 2002 resulted in
an approximate $54 billion non-cash charge to reduce the
carrying value of the Company's goodwill. In addition, during
the third quarter of 2002, in connection with the restructuring
of the cable partnership between Time Warner Entertainment
Company, L.P. and Advance/Newhouse, the Company began reflecting
certain cable systems as discontinued operations. The
discontinued operations reported net income of $113 million for
the year ended December 31, 2002 and a net loss of $39 million
for the year ended December 31, 2001. After the cumulative
effect of the accounting change and discontinued operations, the
Company recorded a net loss of $98.7 billion for the year ended
December 31, 2002, compared to a net loss of $4.934 billion for
the year ended December 31, 2001.

                     Debt Reduction Plan

Mr. Parsons announced the Company's intention to decrease its
overall aggregate levels of indebtedness in 2003. More
specifically, it is targeted to be below a 2.75x ratio of total
consolidated debt (net of cash) to annual EBITDA by year's end.

The Company also intends to reduce total consolidated debt (net
of cash) to approximately $20 billion by the end of 2004. Debt
reduction will be accomplished through the use of Free Cash Flow
and other de-leveraging initiatives.

                        Business Outlook

For 2003, the Company expects full-year revenue growth in the
mid-single digits and EBITDA to be essentially flat year over
year. In addition, the Company anticipates converting 30% to 40%
of its EBITDA into Free Cash Flow.

For the first quarter of 2003, the Company expects low-to-mid-
single-digit growth in revenues and EBITDA to be flat to down
low-single digits year over year.

                    Performance of Divisions

America Online

America Online's EBITDA declined 11% in the quarter on revenues
that decreased 6%. For the year, EBITDA declined 22% on revenues
that decreased 4%.

The full-year growth in America Online's Subscription revenues
was more than offset by declines in Advertising and Commerce and
in Content and Other revenues. Subscription revenues increased
16%, principally as a result of membership growth and price
increases in the US and Europe. Advertising and Commerce
revenues decreased by 39%, reflecting a reduction in the
benefits from prior-period advertising contracts and lower
current-period sales.

The decline in 2002 EBITDA reflected the reduction in
advertising revenues and the discontinuation of the iPlanet
alliance, partially offset by significantly improved results at
AOL Europe, as well as the increased profitability of AOL's
domestic narrowband business.

At December 31, the AOL service's worldwide membership totaled
35.2 million, up nearly 2.0 million for the year. In 2002, AOL
added 1.2 million net new subscribers for a total of 26.5
million in the US, and 825,000 for nearly 6.4 million in Europe.
Elsewhere in the world, AOL membership declined by approximately
100,000, due primarily to difficult economic conditions in Latin
America and continued initiatives at America Online Latin
America, Inc. (NASDAQ-SCM:AOLA) to better target higher value
members.

Cable

Cable's EBITDA grew 13% in the quarter on a 12% climb in
revenues. For the year, EBITDA rose 12% on revenues that
increased 15%.

Full-year subscription revenues grew 14%, driven by growth in
high-speed data services, digital cable and basic cable
subscribers and higher basic cable rates. Advertising and
Commerce revenues increased 20%, due primarily to increased
intercompany sales and a rise in advertising purchased by
programming vendors to promote their channels.

The 2002 EBITDA gains reflected an increase in revenues and
improved profitability of the high-speed data business, partly
offset by higher video programming expenses, costs associated
with the rollout of new digital services and developmental
spending in the Company's Interactive Video division.

In 2002, basic cable subscribers grew 1.3%. Time Warner Cable
added 984,000 net digital video subscribers for a total of 3.7
million, and 1.0 million net high-speed data subscribers for a
total of 2.6 million. At the end of the year, digital video
subscribers represented 34% of basic cable subscribers, while
high-speed data subscribers represented 15% of eligible homes
passed.

Time Warner Cable had launched video-on-demand, subscription
video-on-demand or both of these services in 32 of its 34
divisions at the end of 2002.

Filmed Entertainment

Filmed Entertainment's EBITDA rose 13% in the quarter on a 13%
increase in revenues. For the year, EBITDA climbed 21% on
revenues that grew 15%.

The full-year 17% increase in Content and Other revenues was due
principally to the theatrical and home video successes of such
event films as Warner Bros. Pictures' Harry Potter and the
Sorcerer's Stone, Harry Potter and the Chamber of Secrets and
Scooby Doo: The Movie, as well as New Line Cinema's The Lord of
the Rings: The Fellowship of the Ring, The Lord of the Rings:
The Two Towers and Austin Powers in Goldmember.

In 2002, EBITDA growth was driven by increased revenues,
especially in home video sales - led by the industry's top-
selling The Lord of the Rings: The Fellowship of the Ring, as
well as Harry Potter and the Sorcerer's Stone, Ocean's 11 and
Training Day.

Warner Home Video captured an industry-leading 21.7% share of
2002 home video sales and rentals in the US - ranking #1 in DVD
sales and rentals, #1 in VHS rentals and #2 in VHS sales. Its
worldwide revenues from DVDs rose 90% year over year to $2.6
billion.

For the second consecutive year, the Company's film studios
combined to claim the #1 position in global box office, with New
Line experiencing its best overall year ever and Warner Bros.
ranking first in international box office at $1.6 billion. In
domestic box office, Warner Bros. and New Line generated $1.1
billion and $912 million, respectively, for an industry-leading
share of 21.5%.

At the 60th Annual Golden Globe Awards, New Line collected two
awards for About Schmidt - Best Actor in a Motion Picture, Drama
(Jack Nicholson) and Best Motion Picture Screenplay, and Warner
Bros. Television won for Best Actress in a TV Series, Comedy
(Jennifer Aniston in Friends).

Networks

Networks' EBITDA increased 46% in the quarter on revenue growth
of 12%. For the year, EBITDA grew 13% on revenue gains of 9%.

Full-year subscription revenue gains of 8% resulted from an
increase in domestic subscribers and subscription rates at the
basic cable and pay networks. Advertising and Commerce revenues
increased 6%, reflecting a strong increase in advertising
revenue at The WB from higher CPMs and a record fourth-quarter
scatter market, and a modest recovery in cable television
advertising. Content and Other revenues increased 25%, due
primarily to higher home video sales of HBO's original
programming and higher licensing and syndication revenues for
Everybody Loves Raymond.

The 2002 growth in EBITDA, led by HBO, reflects across-the-board
increases in revenues. In addition, The WB delivered a record
fourth quarter, resulting in its first-ever full-year profit.

For the year, TBS Superstation was the #1 basic cable network
among adults 18-34 and 18-49 in total day. TNT was the leading
basic cable network in primetime delivery of adults 18-49 and
25-54. For the third consecutive year, Cartoon Network was the
top ad-supported basic cable network in prime time delivery of
kids 2-11.

CNN continued to deliver the largest unduplicated US viewership
of any cable news network, averaging some 72.5 million viewers
per month.

The season finale of HBO's The Sopranos achieved the second-
largest household audience for any HBO telecast (exceeded only
by the season premiere of The Sopranos), leading all broadcast
networks for the time period in total viewers. In addition,
HBO's award-winning series, Band of Brothers, was among the Top
Ten bestselling DVDs of 2002.

HBO garnered seven Golden Globes awards - the most of any
television network - including Best Television Series, Musical
or Comedy (Curb Your Enthusiasm) and Best Mini-Series or Motion
Picture Made for Television (The Gathering Storm).

In November, The WB experienced its best sweep period ever by
posting the strongest growth of any broadcast network in such
key demographics as adults 18-34 and total viewers. The WB tied
CBS among women 18-34 and persons 12-34, as well as once again
claiming the top spot among female teens. The Kids' WB! ranked
#1 with key kid demographics versus its broadcast competition.

Music

Warner Music Group's EBITDA increased 25% in the quarter on
revenue gains of 6%. For the year, EBITDA rose 15% on revenue
growth of 4%.

Full-year revenue growth was driven mainly by the acquisition of
Word Entertainment in January 2002, lower provisions for
returns, favorable currency translation and higher DVD
manufacturing volume, offset in part by ongoing weakness in the
worldwide music industry and lower DVD manufacturing prices.

The 2002 EBITDA increase was due primarily to the revenue
increase, the impact of various cost-saving measures and
restructuring programs, and lower bad debt expenses, partially
offset by higher artist and repertoire costs.

In 2002, Warner Music improved its competitive position despite
difficult industry trends. According to Soundscan, Warner
Music's domestic album share for the year was 17.0% - ranking
second among all music companies in the US.

Top worldwide sellers for the year included such artists as Red
Hot Chili Peppers, Josh Groban, Linkin Park, Faith Hill and
Alanis Morissette.

This month, Warner Music artists and recordings received 59
nominations for Grammy Awards, led by P.O.D., Michelle Branch,
Faith Hill, Nappy Roots and 26 nominations for songwriters
signed to Warner/Chappell Music.

Publishing

Publishing's EBITDA rose 21% in the quarter on revenue gains of
5%. For the year, EBITDA increased 18% on revenue growth of 7%.

The full-year increase in revenues reflected gains in
Subscription, Advertising and Commerce, and Content and Other
revenues. Subscription revenues were up 4%, due largely to the
integration of Synapse, a subscription marketing company
acquired in December 2001. Advertising and Commerce revenues
were up 8%, as a result of the acquisition of Synapse and modest
growth in advertising, partially offset by lower commerce
revenues from Time Life's direct marketing business. The 9%
increase in Content and Other revenues mainly reflects increased
sales at the AOL Time Warner Book Group.

EBITDA growth is due predominantly to the integration of Synapse
and IPC Media, the largest publisher in the UK acquired in
October 2001, as well as to advertising revenue gains and
overall cost savings. Time Inc.'s 2002 results marked its 11th
straight year of EBITDA growth.

Based on Publishers Information Bureau (PIB) data, Time Inc.'s
2002 share of overall domestic advertising was 25.1%, up 1
percentage point from 2001. This represents Time Inc.'s best
full-year performance since 1988. Based on PIB advertising
spending data, Time Inc. has outperformed the rest of the
industry this year by 5.4 percentage points.

In the quarter, AOL Time Warner Book Group added 13 titles to
the New York Times bestsellers list, bringing the 2002 total to
56. Popular titles this quarter included James Patterson's Four
Blind Mice, David Baldacci's The Christmas Train, Alice Sebold's
The Lovely Bones, Sandra Brown's The Crush and The Sopranos
Family Cookbook.

AOL Time Warner is the world's leading media and entertainment
company, whose businesses include interactive services, cable
systems, filmed entertainment, television networks, music and
publishing.


ASIA GLOBAL CROSSING: Court Approves Asset Sale to Asia Netcom
--------------------------------------------------------------
Asia Global Crossing announced that the Asia Netcom transaction
was approved by the U.S. Bankruptcy Court for the Southern
District of New York Tuesday.

Under the terms of the transaction, Asia Netcom, a new company
organized by China Netcom (Hong Kong) and including Newbridge
Capital and Softbank Asia Infrastructure Fund, will acquire
substantially all of Asia Global Crossing's operating
subsidiaries, excluding Pacific Crossing Ltd. and related
entities.

The Asia Netcom transaction is currently expected to close by
mid-March. Consummation of the transaction remains subject to
certain additional conditions.

Following completion of the sale, the company intends to submit
a plan of reorganization to the Bankruptcy Court for the purpose
of selling any remaining assets and distributing the value of
such remaining assets among its creditors.

Asia Global Crossing provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers. On November 17, 2002, Asia
Global Crossing Ltd. and its subsidiary, Asia Global Crossing
Development Company, commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York
and coordinated proceedings in the Supreme Court of Bermuda. No
recovery is expected for Asia Global Crossing shareholders.

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USR1) are
trading at about 12 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1
for real-time bond pricing.


ATLANTIC COAST: Net Loss Stays Flat in Fourth Quarter 2002
----------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines, which operates flights as United
Express and Delta Connection in the Eastern and Midwestern
United States as well as Canada, reported annual net income of
$39.3 million compared to 2001 net income of $34.3 million.

The company's net income for 2002 includes pre-tax charges of
$24.3 million for its continuing turboprop early retirement
program, $2.6 million in bad debt expense attributed to the
potential write-off of net amounts due from United Airlines as a
result of its bankruptcy filing, $1.8 million in credits from
the reversal of accruals from prior periods for estimated
expenses under the company's code share agreements, and $0.9
million in government compensation received pursuant to the Air
Transportation Safety and System Stabilization Act. Net income
for 2001 included a pre-tax charge of $23.0 million for
turboprop early retirement and $9.7 million in government
compensation. Excluding these charges and credits, the company
would have reported net income of $53.9 million compared to
$42.2 million for 2001.

For the fourth quarter 2002, the company reported a net loss of
$1.0 million which equaled the net loss of $1.0 million in 2001.
The results for the fourth quarter 2002 include $21.5 million in
pre-tax charges for the continuing turboprop early retirement
program, $2.6 million in bad debt expense attributed to the
potential write-off of net amounts due from United Airlines as a
result of its bankruptcy filing, and $1.8 million in credits
from the reversal of accruals from prior periods for estimated
expenses under the Company's code share agreements. The results
for the fourth quarter of 2001 included a pre-tax charge of
$23.0 million for turboprop early retirement and $5.1 million in
government compensation. Excluding these charges and credits,
the company would have reported fourth quarter net income of
$12.5 million compared to $9.7 million for 2001. A
reconciliation of results as reported in accordance with GAAP to
pro-forma results is included at the end of this press release
in the table entitled "Pro-Forma Financial Results".

The company's fourth quarter 2002 results also reflect the items
noted below:

      --The company continues to accrue expenses subject to a
rate dispute with a vendor related to the power-by-the-hour
maintenance contract for certain of the company's regional jet
engines. In the fourth quarter, the company accrued an
additional $1.3 million.

      --Increased legal costs and contingency planning expenses
of approximately $0.4 million as a result of the United Airlines
and Fairchild Dornier bankruptcy filings.

      --Training and post-implementation support costs of
approximately $0.4 million for a new enterprise maintenance and
finance software system implemented during the fourth quarter.

During the fourth quarter 2002, ACA generated approximately 1.1
billion available seat miles, an increase of 11.9 percent over
the same period last year. The company carried 2,002,515
passengers, an increase of 44.2 percent over the same period
last year. Load factor improved 10.3 points to 68.0% for the
fourth quarter compared to 57.7% in the fourth quarter 2001.

The company continues to assess the effects of the bankruptcy
filing by United Airlines and its related companies. Based on
the company's most recent estimates, the company believes that
United owed ACA approximately $8.0 million as of the date of
United's bankruptcy filing for unpaid pre-petition obligations
relating to United Express services prior to the filing and
that, if these pre-petition amounts are not ultimately paid by
United, ACA will have the right to offset amounts ACA owes
United for pre-petition services totaling approximately $5.4
million.

In January 2003, the company and Delta Air Lines agreed on rates
to be paid for fiscal year 2003 under the terms of the company's
Delta Connection Agreement.

The company also reported the following developments during the
fourth quarter:

      --ACA's Delta Connection operation completed the
repositioning of all aircraft, crew and maintenance resources
from New York LaGuardia to Cincinnati. As part of the
transition, a total of 17 new Delta Connection destinations were
added to the ACA route system from Cincinnati.

      --ACA/United Express began new service from Chicago O'Hare
International Airport to five destinations: Colorado Springs,
Detroit, St. Louis, South Bend and Bloomington. New service was
also introduced from Washington Dulles International Airport to
Toronto.

Atlantic Coast Airlines has a fleet of 139 aircraft -- including
109 regional jets -- and offers approximately 850 daily
departures, serving 84 destinations in the U.S. and Canada. ACA
employs over 5,100 aviation professionals.

As reported in Troubled Company Reporter's December 11, 2002
edition, Atlantic Coast Airlines Holdings Inc.'s (B-/Negative/-)
rating and outlook by Standard & Poor's were not affected by
United Air Lines Inc.'s (D) filing for Chapter 11 bankruptcy
protection on Dec. 9, 2002.


AVAYA INC: Completes Liquid Yield Option Notes Exchange Offer
-------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks and services to businesses, announced
the results of its exchange offer for its Liquid Yield
Option(TM) Notes (LYONS) due 2021.  The exchange offer expired
at 5:00 p.m., EST, Jan 28.

Approximately $84,426,000 aggregate principal amount at maturity
of LYONs, representing approximately 8.9 percent of the
outstanding LYONs, were validly tendered and not withdrawn in
the exchange offer.  Of these LYONs, approximately $84,416,000
aggregate principal amount at maturity were tendered for the
mixed consideration and the remainder for the cash
consideration.

For each $1,000 aggregate principal amount at maturity of LYONs
tendered, holders who elected to receive the mixed consideration
will receive $208.40 in cash plus 77 shares of common stock of
Avaya in exchange and holders who elected to receive the cash
consideration will receive $389.61 in cash.

Avaya will pay an aggregate of $17,596,190.50 in cash and
deliver 6,500,032 shares of its common stock in the exchange
offer.

Morgan Stanley & Co., Incorporated is acting as the dealer
manager for the exchange offer. Georgeson Shareholder
Communications, Inc., is the information agent, and The Bank of
New York is the exchange agent.  LYONs holders with questions on
their participation in the exchange offer should contact the
information agent at 866-295-4337 or Morgan Stanley at 212-761-
5409 (collect).

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

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

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


BAYOU STEEL: Has Until Feb. 21 to File Schedules & Statements
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave Bayou Steel Corporation and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs, and lists of
executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until February 21, 2003 to
file these documents.

Bayou Steel Corp., a producer of light structural shapes and
merchant bar steel products, filed for chapter 11 protection on
January 22, 2003. Patrick J. Neligan, Jr., Esq., at Neligan,
Tarpley, Andrews & Foley, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $176,113,143 in total assets and
$163,402,260 in total debts.


BCE INC: Reports On-Track Fourth Quarter and Year-End Results
-------------------------------------------------------------
For the fourth quarter of 2002, BCE Inc. (TSX, NYSE: BCE)
reported total revenue of CDN$5.2 billion. Total revenue
increased by 1.2% compared to the same period last year.
Excluding the impact on revenues of recent regulatory changes
and the sale of Bell Canada's directory business on November 29,
2002, total revenue growth was 4.7%. BCE also reported EBITDA of
$1.9 billion, and net earnings applicable to common shares of
$1.7 billion. Net earnings before non-recurring items were $395
million.

For the year ended December 31, 2002, BCE reported total revenue
of $19.8 billion, up 2.2% over revenue of 2001. EBITDA was $7.6
billion, a 5.2% increase over 2001 EBITDA. Net earnings
applicable to common shares were $2.4 billion while net earnings
applicable to common shares in 2001 were $450 million. Net
earnings before non-recurring items were $1.5 billion compared
to net earnings before non-recurring items in 2001 of $1.4
billion.

"Despite many industry challenges and an uncertain economy, our
performance in 2002 was on track," said Michael Sabia, President
and CEO of BCE Inc. "We had good results in the growth areas of
our business, even as we were facing regulatory and other
pressures in our more traditional services. Through our
continued focus on financial discipline and execution, we have
successfully implemented our productivity initiatives and as a
result improved our efficiency. Our efforts resulted in EBITDA
growth of over 5%."

"We had our best quarter ever in wireless with net postpaid
activations of 196,000 and industry leading churn of 1.7%,"
continued Mr. Sabia. "Direct-to-Home satellite new subscriptions
were strong, resulting in revenue growth of 35% at Bell
ExpressVu in 2002. And, our DSL High-speed Internet subscriber
base grew by 47% compared to last year."

"Our goal is to continue to achieve balanced performance in our
overall operations in 2003. By simplifying our operations and
placing the customer at the centre of all that we do, we expect
to drive revenue growth, further improve our productivity
performance, and reduce capital intensity to generate free cash
flow," concluded Mr. Sabia.

                      Q4 2002 OVERVIEW

BCE experienced strong growth during the fourth quarter in
several key areas: a 16% increase in wireless revenues, higher
data revenue of 6%, increased Bell ExpressVu revenues of 32% and
a 7% increase in revenues at Bell Globemedia.

EBITDA increased by $86 million or 4.7%, mainly due to higher
revenues and the successful implementation of cost control
initiatives at Bell Canada and Bell Globemedia. As a percentage
of revenues, EBITDA improved from 35.7% in the fourth quarter of
2001 to 37% in the current quarter.

Consolidated net earnings applicable to common shares were $1.7
billion compared to the loss of $299 million reported last year.

As part of its annual review of its businesses, BCE, in the
fourth quarter of 2002, completed an extensive assessment of the
carrying value of its assets as well as accounting for the sale
of the directories business and Teleglobe Inc. This resulted in
the following non-recurring items (net of taxes and non-
controlling interest):

     - a $1.8 billion gain on the sale of Bell Canada's
       directories business;

     - tax benefits and adjustments of $505 million which were
       recognized, in discontinued operations, as a result of the
       sale of Teleglobe Inc. to a wholly owned subsidiary of
       Ernst & Young Inc.;

     - an impairment charge of $530 million, resulting from an
       annual assessment of goodwill relating to Bell Globemedia
       ($501 million) and Aliant ($29 million - mainly for its
       Xwave Solutions Inc. business unit);

     - restructuring and other charges of $251 million primarily
       related to the workforce reduction program at Bell Canada;
       and,

     - assets write-down of $209 million relating primarily to
       BCE's investment in BCI (included in discontinued
       operations) and other portfolio investments.

Excluding the non-recurring items, net earnings were $395
million ($0.44 per common share). Net earnings before non-
recurring items for the fourth quarter of 2001 were $345 million
($0.43 per common share). Earnings per share before non-
recurring items increased by 2% as a result of higher EBITDA,
offset by higher interest expense and shareholders' dilution due
to the issuance of new debt and equity in 2002 to partially
finance BCE's return to full ownership of Bell Canada.

                   RESULTS BY BUSINESS GROUP

BCE operated under four segments as at December 31, 2002: Bell
Canada, Bell Globemedia, BCE Emergis and BCE Ventures (which
consists of BCE's other investments).

BELL CANADA

The Bell Canada segment includes Bell Canada, Aliant, Bell
ExpressVu and Bell Canada's interests in other Canadian telcos.

      - Excluding the impact of the regulatory changes and the
sale of the directories business, revenues for the quarter
increased by 4%.

      - Local and access revenues decreased by 5%, due mainly to
the effects of the 2001 CRTC local contribution and May 30, 2002
CRTC Price Caps decisions.

      - Long distance revenue decreased by $12 million.
Competitive pricing pressures offset the effects of a 4%
increase in quarterly conversation minutes and higher network
access fees.

      - Wireless revenue was up 16% due to strong growth in
cellular and PCS subscribers. Postpaid net additions of 196,000
were the highest achieved in any quarter in Bell's history.
Churn, stable at 1.7%, continues to be industry-leading,
reflecting our priority on customer service.

      - Total Internet (High-speed and dial-up) subscribers
surpassed the two million mark to reach 2,067,000 as at December
31. Total High-speed Internet subscribers grew by 47%.

      - Higher Sympatico ISP revenues contributed to the 6%
increase in data revenue.

      - Bell ExpressVu's industry-leading success in increasing
its subscriber base greatly contributed to the 32% improvement
in its revenues. There were 22% more subscribers compared to the
fourth quarter of 2001.

      - Bell Canada's EBITDA grew by $84 million or 5% in the
fourth quarter to reach $1.8 billion, due to continued cost
management.

      - Productivity gains at Bell Canada were $135 million for
the quarter and $630 million for all of 2002.

      - Bell improved its year-end CAPEX intensity (capital
expenditures as a percentage of revenue) from 22.7% (net of the
purchase of the Spectrum licenses) in 2001 to 19.6% in 2002.

BELL GLOBEMEDIA

Bell Globemedia includes CTV, The Globe and Mail and Bell
Globemedia Interactive.

      - For the total year ended 2002, Bell Globemedia had
revenues of $1.3 billion, an increase of 7% compared to 2001.
EBITDA increased by $72 million to reach $180 million.

      - Total revenue was $379 million in the quarter compared
with revenue of $354 million for the same period last year.

      - Advertising revenue was $284 million, an increase of 8%
compared to the fourth quarter of 2001. Higher demand for both
television and print advertising contributed to the increase.

      - Subscriber revenues increased by 7.5% to reach $72
million due to higher subscriptions to the new digital specialty
channels and an increase in print circulation revenues.

      - EBITDA improved by 67% to $72 million, reflecting the
increase in revenues and management's cost control efforts.

BCE EMERGIS

      - BCE Emergis' sequential quarter over quarter revenues
decreased slightly by $4 million mainly due to lower recurring
revenues from its eHealth unit and the revenue impact of BCE
Emergis' decision to exit non-core businesses. Revenue was $131
million in the quarter, compared with $181 million for the same
period in 2001.

      - Fourth quarter EBITDA of $20 million was essentially flat
compared to the third quarter EBITDA of $19 million. Year-over-
year quarterly EBITDA decreased by 43%, reflecting the shortfall
in revenues.

      - In the fourth quarter, BCE Emergis rolled out the first
of its several Web-based eLending solutions, the Vendor Services
Exchange, designed to help Freddie Mac in the streamlining of
certain of its mortgage and other settlement processes.

BCE VENTURES

BCE Ventures includes the activities of CGI, Telesat and other
investments.

      - BCE Ventures' revenue was $282 million in the quarter, a
decrease of 2% when compared with the same period of 2001.

      - EBITDA was $72 million in the quarter compared with $88
million in the fourth quarter of 2001.

BELL CANADA STATUTORY RESULTS

Bell Canada "statutory" includes Bell Canada, Bell Canada's
interests in other Canadian telcos, and Bell Canada's 39%
interest in Aliant (equity-accounted until December 31, 2002).

Bell Canada's reported revenue was $3.7 billion in the fourth
quarter. Net earnings applicable to common shares were $1.4
billion in the fourth quarter, compared to a loss of $97 million
for the same period last year.

For 2002, revenue was $14.4 billion compared with $14.3 billion
in 2001. Net earnings applicable to common shares were $1.4
billion in 2002, virtually unchanged from 2001.

BCE is Canada's largest communications company. It has 25
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE's media interests are held by Bell
Globemedia, which features some of the strongest brands in the
industry - CTV, Canada's leading private broadcaster, The Globe
and Mail, the leading Canadian daily national newspaper and
Sympatico.ca, a leading Canadian Internet portal. As well, BCE
has extensive e-commerce capabilities provided under the BCE
Emergis brand. BCE shares are listed in Canada, the United
States and Europe.


BERGSTROM CAPITAL: Selling Remaining Equity Positions
-----------------------------------------------------
On January 16, 2003, Bergstrom Capital Corporation (AMEX:BEM)
reported that the Company's remaining equity positions would be
sold in anticipation of the Company's liquidation.

As of January 29, 2003 the value of the Company's holdings in
cash equivalents and other short-term investments has increased
to 100% of the Company's total investments.

The Company's net asset value per share as of the close of
business on January 29, 2003 was $123.06.

A proposal to liquidate the Company will be submitted to
stockholders for their approval at a meeting of the Company's
stockholders currently scheduled to be held in April 2003. Proxy
materials describing the plan of liquidation will be mailed to
stockholders in advance of the meeting. A vote of two-thirds of
the outstanding shares in favor of the liquidation is required.

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

As reported in Troubled Company Reporter's January 20, 2003
edition, the Company announced that after an unsuccessful search
for a suitable merger partner, the Board of Directors voted
unanimously to liquidate the Company, subject to the approval of
the Company's stockholders. A proposal to liquidate the Company
will be submitted to stockholders for their approval at a
meeting of the Company's stockholders currently scheduled for
March 2003. Proxy materials describing the plan of liquidation
will be mailed to stockholders in advance of the meeting. A vote
of two-thirds of the outstanding shares in favor of the
liquidation is required.

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


BUDGET GROUP: Court Approves $1.4-Mill. EMEA Financing Facility
---------------------------------------------------------------
Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that in connection with
the Budget Group Inc.'s proposed sale of the EMEA Operations,
Avis Europe PLC or one of its affiliates has agreed to provide
BRACII with a term credit facility in an initial principal
amount of $1,200,000 to be used to fund the EMEA Operations
until consummation of the Sale, with additional amounts to be
made available under certain circumstances.  Budget Rent-A-Car
Corp. will act as an additional loan party under the facility;
and BRAC Rent-A-Car of Japan, Inc., and BRAC Rent-A-Car Asia-
Pacific, Inc., both Debtors in these proceedings, will guarantee
obligations under the facility.

By this motion, the Debtors ask the Court to:

     A. authorize them to obtain from Avis postpetition secured
        financing and other financial accommodations up to
        $1,200,000, subject to increase under certain
        circumstances;

     B. authorize them to use the proceeds of the EMEA Financing
        Facility for working capital and general corporate
        purposes, in accordance with a budget to be agreed to by
        the Debtors and Avis and filed with this Court;

     C. authorize them to grant to Avis, as security for the
        repayment of the obligations under the EMEA Financing
        Facility and for the payment of any Termination Amount
        owing to Avis in its capacity as Buyer, security
        interests in and liens on substantially all of the assets
        of BRACII, including its rights under the Trademark
        License Agreement, and certain BRACC assets consisting of
        its interest in the Trademark License Agreement, 100% of
        the capital stock of BRACII, and proceeds from the North
        American Sale allocable to BRACII;

     D. grant superpriority claim status to Avis in BRACII's
        bankruptcy case, provided that the claim may be asserted
        in a way that would render BRACII's bankruptcy case
        administratively insolvent;

     E. subordinate any claims BRACC may have against BRACII to
        the DIP obligations; and

     F. authorize them to borrow money and seek other financial
        accommodations from Avis on an interim basis pursuant to
        the EMEA Financing Term Sheet.

Mr. Malfitano asserts that the Debtors have an urgent and
immediate need to obtain the financing to be provided by the
EMEA Financing Facility.  The Debtors and the Committee have
determined that the Sale to Avis Europe PLC pursuant to the EMEA
Sale Term Sheet is the best way to maximize the value of the
EMEA Operations.  However, the EMEA Operations need to be funded
through a consummation of the Sale.

Although the Debtors have cash on hand, the cash is not
available to fund the EMEA Operations without the Committee's
consent, which has not been provided.  The Debtors have been
unable to obtain third party financing for the EMEA Operations
in the form of unsecured credit allowable as an administrative
expense under Section 503(b)(1) of the Bankruptcy Code,
unsecured credit allowable under Sections 364(a) or 364(b), or
secured credit pursuant to Section 364(c)(1).  The Debtors
therefore determined that rather than seek to use available cash
over the Committee's objection, the EMEA Financing Facility
provided by Avis is the most favorable under the circumstances
and addresses the EMEA Operation's financing needs while it is
in the process of consummating the Sale.

The salient terms of the EMEA Financing Facility are:

   A. Borrower: Budget Rent A Car International Inc.;

   B. Guarantors: BRAC Rent-A-Car of Japan, Inc. and BRAC Rent-A-
      Car Asia-Pacific, Inc.;

   C. Loan Parties: Budget International, BRACC, Budget Japan and
      Budget Asia-Pacific;

   D. Facility Amount: $1,200,000, plus:

      -- additional amounts agreed to by BRACII and Avis
         relating to funding needs not currently contemplated;

      -- additional amount, up to $700,000, as agreed to by Avis
         and the French Administrator; and

      -- certain additional amounts that may be available under
         the conditions described in the portion on Availability;

   E. Facility Availability: A portion of the Initial Financing
      Amount may be borrowed on the effective date of the EMEA
      Financing Facility, with additional amounts available for
      weekly borrowings in advance after the delivery by BRACII
      to Avis of satisfactory Budget Compliance Reports.

      Under certain circumstances, Avis may unilaterally elect,
      or Avis and BRACII may mutually agree, to extend for up to
      30 days the time for closing of the Sale beyond
      February 18, 2003.  If the Closing Extension Period takes
      place, any of these will happen:

      -- additional financing will be made available by Avis if
         the Closing Extension Period has been at Avis'
         unilateral election; or

      -- additional financing may be made available by Avis, if
         the Closing Extension Period has been by mutual
         agreement of Avis and BRACII;

   F. Use of Proceeds: BRACII will use the proceeds of the
      Loans to fund expenses necessary for the continued
      operations of the EMEA Operations.  BRACC may use proceeds
      of any Loan borrowed solely to fund amounts requested in
      writing by the French Administrator once Avis and the
      French Administrator agree on the amounts and use of these
      proceeds.  The budget for any Closing Extension Period will
      be agreed to by Avis and BRACII and filed with the
      Bankruptcy Court;

   G. Ranking: The obligations under the EMEA Financing Facility
      will constitute direct, unconditional, secured and
      unsubordinated obligations of BRACII entitled to allowance
      as a superpriority administrative expense claim against
      BRACII's estate, and to a first priority lien on all of the
      assets of BRACII and on the Pledged Collateral, and, for
      the purpose of the UK Administration, will be treated as a
      priority "administration expense" of the UK Administration,
      senior to all other expenses in the UK Administration  but
      subject to the qualification that no claim can be asserted
      against the UK Administrators personally or in a way that
      could render BRACII administratively insolvent;

   H. Maturity Date: February 18, 2003, subject to extension as
      described under the Facility Availability;

   I. Manner of Payment: The DIP Obligations will be repaid in
      full and in cash on the Termination Date; provided, that if
      the closing of the Sale occurs all DIP Obligations will be
      forgiven by Avis.  However, in certain circumstances,
      as described in the EMEA Sale Term Sheet, the cash portion
      of the Purchase Price may be reduced by the amount of any
      Optional Additional Funding;

   J. Interest Rate: 7%;

   K. Default Interest Rate: 2% above the then applicable
      interest rate;

   L. Description of Collateral: To secure all DIP Obligations,
      Avis will have these assurances:

      -- a perfected first priority priming lien pursuant to
         Section 364(d)(1) on all property of BRACII and the
         Guarantors now existing or hereafter acquired and the
         Pledged Collateral that is, in either case, subject to
         any lien;

      -- a perfected first priority lien pursuant to Section
         364(c)(2) on all BRACII Collateral that is not otherwise
         subject to any existing lien, and the Pledged
         Collateral;

      -- a perfected, junior lien pursuant to Section 364(c)(3)
         in the Hemel Property; and

      -- a pledge from BRACC of its right, title and interest in
         the Trademark License Agreement dated as of November 22,
         2002 between BRACC, as Licensee, and Budget Rent-A-Car
         System, Inc, 100% of the issued outstanding capital
         stock of Budget International, and all cash held by
         BRACC that has been or is ultimately allocated to BRACII
         or any of its subsidiaries.

      Recourse against BRACC under the Loan Documents will be
      limited to the Pledged Collateral.  BRACC will agree to
      subordinate any and all claims it may have against BRACII
      to any and all claims that Avis may have against BRACII
      under the EMEA Financing Facility.  The Guarantors will
      guaranty and be jointly and severally liable for all DIP
      Obligations;

   M. Conditions Precedent to Effectiveness: The availability of
      the EMEA Financing Facility and BRACII's obligations are
      subject to the satisfaction of these conditions precedent:

      -- the execution of Loan Documents and the purchase
         agreement for the Sale;

      -- limited due diligence, expected to be completed by
         execution of the Loan Documents;

      -- receipt by Avis of a satisfactory budget showing
         cash flows and payable;

      -- the entry by the Court of the Order and the scheduling
         order relating to the Sale;

      -- the commencement of administration proceedings in the
         United Kingdom for BRACII and approval by the UK
         Administrators of certain items; and

      -- agreement between Avis and the administrator of the
         French insolvency proceeding with respect to Avis'
         acquisition of BRACII's French assets;

   N. Conditions Precedent to Each Loan: Each Loan will
      be subject to the satisfaction of these conditions
      precedent or waiver of conditions by Avis:

      -- the Order will be in full force and effect and will not
         have been vacated, rescinded, modified or amended in any
         respect;

      -- the Scheduling Order, will be in full force and effect
         and will not have been vacated, rescinded, modified or
         amended in any respect;

      -- the Purchase Agreement will not have been terminated and
         no breach by BRACII or any of its affiliates will have
         occurred; and

      -- conditions as provided in the Loan Documents, including
         no Default or Event of Default under the Loan Documents,
         will be satisfied;

   O. Covenants: The Loan Documents will contain certain
      affirmative and negative covenants as set forth in the EMEA
      Financing Term Sheet;

   P. Representations and Warranties: The Loan Documents will
      contain representations and warranties reasonably requested
      by Avis, not inconsistent with the representations and
      warranties in the Purchase Agreement;

   Q. Events of Default:  The Loan Documents will contain Events
      of Default as provided in the EMEA Financing Term Sheet;

   R. Remedies: The Loan Documents will contain these remedies:

      -- after an Event of Default, the applicable interest rate
         will be the default interest rate;

      -- after an Event of Default, Avis may, without Bankruptcy
         Court approval, terminate the Facility and declare all
         of the DIP Obligations due and payable;

      -- after certain Events of Default, the Facility will
         terminate automatically and the DIP Obligations will be
         due and payable;

      -- after an Event of Default, Avis may foreclose on the
         Collateral subject to certain notice requirements as
         specified in the EMEA Financing Term Sheet; and

      -- after an Event of Default, Avis may reduce the Maximum
         Financing Amount to the amounts that are then
         Outstanding; and

   S. Indemnification: The Loan Documents will include full
      indemnity provisions for Avis acting in its capacity
      as a lender with respect to withholding and other taxes.

The UK Administrators have advised the Debtors that they are
only willing to permit the granting of the liens on the assets
of Budget International if they receive certain limited
protections designed to ensure that the Budget International's
estate is not rendered administratively insolvent in the UK
Proceeding and to ensure a minimum distribution to unsecured
creditors of Budget International, consistent with what these
creditors would receive if it were liquidated today.  The
Debtors are prepared to provide these protections to the UK
Administrators:

   A. In consideration for the Administrator's agreement to
      pledge to Avis certain of BRACC's assets, including
      the cash on hand on January 7, 2003, BRACC and the
      Committee agree that BRACC will ensure that, in the event
      that the Avis or similar transaction fails to close for any
      reason, the same percentage of the Opening Cash will be
      available to the Administrators for distribution to
      creditors of BRACII other than the Debtors in their
      capacity as creditors as would have been available for
      distribution to the Non-Affiliated Creditors had BRACII
      been liquidated immediately.  BRACC will effect these by:

      -- subordinating its pre-Administration claim against
         BRACII to the claims of non-affiliated creditors with
         respect to the first proceeds of BRACII's assets that
         are available for distribution following the realization
         of these assets to pre-UK Proceeding creditors up to the
         Senior Amount; and

      -- to the extent that, after giving effect to repayment and
         enforcement of the Lender's loan and realization of
         BRACII assets by the Administrators to the extent that
         the UK Administrators are free to realize on these
         assets, there exists less than the Senior Amount
         available for distribution to the Non-Affiliated
         Creditors, funding to the Administrators the difference
         between the Senior Amount and the amounts that are
         available for distribution to the Non-Affiliated
         Creditors promptly after receipt of a written request
         from the UK Administrators;

   B. To ensure the payment of all costs of administration in the
      UK Proceeding incurred during the Operating Period,
      together with these fees and expenses of the UK
      Administrators incurred during the Operating Period, prior
      to the Operating Period in anticipation of the filing of
      the UK Proceeding, and of and incidental to obtaining a
      discharge in the UK Proceeding, BRACC, BRACII, the
      Committee and the UK Administrators, subject to Avis'
      rights, agree that:

      -- during the Operating Period, professional fees incurred
         in connection with the UK Proceeding during the
         Operating Period and prior to the Operating Period in
         anticipation of the filing of the UK Proceeding will be
         paid in accordance with UK law;

      -- so long as the EMEA Financing Facility has not been
         terminated, Administration Expenses permitted by the
         EMEA Financing Facility will be paid only in accordance
         with the Budget; and

      -- from and after the termination of the EMEA Financing
         Facility, Administration Expenses incurred during the
         Operating Period, including professional fees incurred
         prior to the Operating Period in anticipation of the
         filing of the UK Proceeding, will be paid in the
         ordinary course of business or when, in the
         Administrators' judgment, they should be paid.

      If available assets which the UK Administrators are free to
      realize on in the Budget International estate are
      insufficient to pay any unpaid Administration Expenses
      within 60 days of coming due, BRACC will, promptly after
      receipt of a written request from the UK Administrators,
      advance sufficient money to the UK Administrators to
      discharge Administration Expenses in full.  In its
      consideration, the Administrators will, prior to or
      simultaneously with the payment of the Advance, procure
      that BRACII will grant to BRACC a charge and security
      interest in and to all the assets of BRACII, which
      constitute collateral for Avis' loans, wherever located,
      junior only to Avis' liens and any valid liens held by
      Italy by Car in the Hemel Property, and an administration
      expense claim senior to all other administration expense
      claims other than Avis' administration claims up to, and in
      order, to secure the repayment of, the amount of the
      Advance, provided however that BRACC will not seek to
      recover any portion of the Advance from the Administrator
      or from the Senior Amount "Operating Period" will mean the
      date of the commencement of the UK Proceeding through and
      including the earlier of the date on which the transaction
      with the Lender closes or the termination date of the EMEA
      Financing Facility;

   C. Any monies advanced to BRACII by BRACC will be without
      prejudice to any intercreditor rights or claims among the
      parties and its affiliated Chapter 11 Debtors, except as
      otherwise expressly provided;

   D. Avis and BRACC acknowledge that:

      -- the Administrators act as agents of BRACII without
         personal liability to repay all or any part of the
         obligations under the EMEA Financing Facility to Avis;

      -- it will have no claim or lien over any Senior Amount
         Shortfall Payment and any Advance; and

      -- during the Operating Period, the Administrators will be
         entitled to utilize the whole or any part of the Opening
         Balance to discharge any Administration Expenses and
         Disbursements;

   E. Any sums advanced by BRACC to BRACII will be payable by
      BRACC as an expense of administration under Section 19(5)
      of the Insolvency Act of 1986, provided, however, that the
      UK Administrators will not be personally liable and the
      sums will be subordinated to, and not be payable until, any
      sums due to the Lender arising under the EMEA Financing
      Facility have been paid in full, provided further, however,
      that BRACC will not pursue these expense of administration
      if it would result in BRACII's insolvency and the UK
      Proceeding; and

   F. For the avoidance of doubt, the Advance will not apply to
      liabilities or expense incurred by the Administrators, or
      made or brought against the Administrators, for any acts
      involving fraud, negligence, or willful default on the
      Administrators' part.

                         *     *     *

Judge Walrath authorizes BRACII and the BRACC to borrow from
Avis Europe plc, on the terms and subject to the conditions
provided in the Loan Documents and the Order, provided that only
GBP541,000, CHF81,000, and EUR446,000 -- or $1,400,000 -- of the
Commitment will be available for borrowing under the Credit
Agreement through February 7, 2003.  All borrowings under the
Credit Agreement will be subject to the drawdown requirements
and other terms and conditions provided in the Credit Agreement.
The Debtors are authorized to use the proceeds of the Loans in
the operation of the business, provided, that the proposed use
of the proceeds of the Loans is consistent with the terms of the
Credit Agreement and the Order and will be used to pay when due
expenses in accordance with the Budget.

Judge Walrath further orders that as security for the
Obligations, Avis is granted:

   A. valid and perfected security interests in, and liens on,
      all present and alter-acquired real and personal property
      of the Debtors and the Guarantors of any nature whatsoever,
      Including all cash contained in any account maintained by
      the Debtors and the Guarantors, inventory, equipment,
      vehicles, furniture, intellectual property, investment
      property, intercompany claims, accounts receivable, general
      intangibles, and the proceeds of all causes of action --
      provided that the Debtors and Guarantor Assets will exclude
      the property leased by the Debtors; and

   B. valid, perfected pledge of all of the BRAC Rent-A-Car
      Corporation's right, title and interest in, to and under:

      -- the Trademark License Agreement, dated as of
         November 22, 2002, between Budget Rent-A-Car
         Corporation, Inc. and Budget Rent-A-Car International,
         Inc.;

      -- 100% of the outstanding capital stock of the Debtors;
         and

      -- any and all cash held by the BRAC Rent-A-Car Corporation
         or to which the BRAC Rent-A-Car Corporation is entitled
         and which has been or is in the future allocated to the
         Debtors, which Liens and Pledge will:

            a. pursuant to Bankruptcy Code Sec. 364(c)(2),
               constitute a first priority, perfected Lien upon
               all Collateral that is not otherwise encumbered by
               a validly perfected security interest or lien as
               of the date of the Order;

            b. pursuant to Bankruptcy Code Sec. 364(d)(1),
               constitute a senior perfected priming Lien on all
               Collateral that is subject to any security
               interest or lien as of the date of the Order
               except for any Collateral located at Hemel
               Hempstead, England, that is subject to a valid and
               enforceable lien by Italy by Car; and

            c. pursuant to Bankruptcy Code Sec. 364(c)(3), a
               junior lien in the Hemel Property. (Budget Group
               Bankruptcy News, Issue No. 14; Bankruptcy
               Creditors' Service, Inc., 609/392-0900)


CASH TECHNOLOGIES: External Auditors Express Going Concern Doubt
----------------------------------------------------------------
Cash Technologies Inc.'s net revenues for the three-month period
ended November 30, 2002 decreased to $45,492 compared to
$160,466 for the 2001 period. The decrease in net revenue was
primarily attributable to the decrease in the amount of cash
processed during the period. The Company's contract with the Los
Angeles County Metropolitan Transit Authority (LACMTA) to count
currency expired on June 30, 2002, which has resulted in a
reduction in the Company's net revenue.

Cost of revenues for the three-month period ended November 30,
2002, was $41,392 compared to $100,437 for the quarter ended
November 30, 2001. The decrease in direct costs was primarily
the result of a decrease in the amount of cash processed during
the period. Included in cost of revenues is depreciation expense
of $961 and $1,560 for the three months ended November 30, 2002
and 2001, respectively.

Gross profit for the three months ended November 30, 2002 was
$4,100 compared to $60,029 for the three months ended November
30, 2001. Gross profit decreased since the Company had no cash
processing operations during the period.

Net loss for the three month period ended November30, 2002, was
$811,399 compared to zero for the 2001 period.   As a result of
the foregoing, net losses for the three months ended
November 30, 2002 and 2001, were $1,011,515 and $749,996
respectively.

Net revenues for the six-month period ended November 30, 2002
increased to $232,863 compared to $189,319 for the 2001 period.
The increase in net revenue was primarily attributable to the
increase in the amount of CoinBank machines sold offset by the
decrease in the amount of cash processed during the period. The
Company's contract with the Los Angeles County Metropolitan
Transit Authority (LACMTA) to count currency expired on June 30,
2002, which, as stated above, has resulted in a reduction in the
Company's net revenue.

Cost of revenues for the six-month period ended November 30,
2002, was $171,850 compared to $139,511 for the quarter ended
November 30, 2001. The increase in direct costs was primarily
the result of an increase in the cost of coin machines sold.
Included in cost of revenues is depreciation expense of $1,922
and $2,781 for the six months ended November 30, 2002 and 2001,
respectively.

Gross profit for the six months ended November 30, 2002 was
$61,013 compared to $49,808 for the six months ended
November 30, 2001.  The increase in gross profit was directly
related to the increase in CoinBank machines sold.

Net loss applicable to minority interest for the six month
period ended November 30, 2002, was $11,399 compared to zero for
the 2001 period.  As a result of the foregoing, net losses for
the six months ended November 30, 2002 and 2001, were $2,124,852
and $1,544,136 respectively.

The Company's capital requirements have been and will continue
to be significant and its cash requirements have been exceeding
its cash flow from operations. At November 30, 2002, the Company
had a working capital deficit of $8,837,518 compared to a
working capital deficit of $10,627,413 for 2001. The variance in
the working capital is primarily due to reclassification in the
current period of convertible notes payable of $2,926,722 from
short term to long term and GE notes payable of $3,288,465 from
long term to short term. At January 21, 2002, the Company had a
cash balance of approximately $50,000. The Company's current
monthly operating costs without any interest or principal
payments on debt, amortization of warrants and depreciation
expense; is approximately $150,000 per month.

Since inception, the Company has satisfied its working capital
requirements through limited revenues generated from operations,
the issuance of equity and debt securities, borrowing under a
line of credit and loans from stockholders of the Company.
Furthermore, the Company's contract with the Los Angeles County
Metropolitan Transit Authority (LACMTA) to count currency having
expired on June 30, 2002, will result in a significant reduction
in the Company's gross revenue in the future. As of January 1,
2002 the Company does not have any cash processing customers.

The Company has entered into an OEM arrangement to supply
Diebold, Inc. with CoinBank machines for Diebold, Inc. to sell
through its sales force. The first 20 machines under this
relationship were shipped in August 2002 and an additional 3 in
December 2002. The Company believes that this relationship could
result in significant revenues over the next 12-month period.
The gross proceeds of these sales were approximately $160,000,
although there can be no assurance of future sales.   In August
2002, Cash Technologies signed an agreement with Popular Cash
Express, Inc., a unit of Banco Popular parent Popular, Inc., to
install its EMMA (Mobile Financial Services) system on PCE's
mobile check cashing trucks. Under the agreement, PCE is
responsible for installation and hardware costs and a per-
transaction fee to Cash Tech for each check processed. The
agreement provides for the parties to share the cost of a 120-
day pilot, the successful conclusion of which would be followed
by a rollout to PCE's fleet of sixty (60) check cashing trucks
in the Los Angeles area. In December, 2002 the Company installed
EMMA MFS on the first PCE truck. There can be no assurance Cash
Technologies will obtain revenue from the pilot program.

The Company's independent certified public accountant included
an explanatory paragraph in its report for the year ended
May 31, 2002, which indicated a substantial doubt as to the
ability of the Company to continue as a going concern. This
concern is primarily due to substantial debt service
requirements and working capital needs.


CHASE MORTGAGE: Fitch Series 2003-S1 Class B-$ Notes at B
---------------------------------------------------------
Chase Mortgage Finance Trust's $347.6 million mortgage pass-
through certificates, series 2003-S1 classes IA-1, IIA-1, IA-X,
IIA-X, IA-P, IIA-P and A-R (senior certificates) are rated 'AAA'
by Fitch. In addition, class M ($2.1 million) is rated 'AA-',
class B-1 ($0.7 million) is rated 'A' and class B-4 ($0.2
million) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 1.25%
subordination provided by the 0.60% class M, the 0.20% class B-
1, the 0.20% class B-2, the 0.10% privately offered class B-3,
the 0.05% privately offered class B-4 and the 0.10% privately
offered class B-5 certificate.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the servicing capabilities of Chase Manhattan Mortgage Corp.,
servicing capabilities (rated 'RPS1' by Fitch) as primary
servicer.

The mortgage loans have been divided into two pools of mortgage
loans. Pool I consists of conventional, fully amortizing, 15-
year fixed-rate, mortgage loans secured by first liens on one-
to four-family residential properties. The mortgage pool has a
weighted average original loan-to-value ratio of 56.90% with a
weighted average mortgage rate of 5.575%. Loans originated under
a reduced loan documentation program account for approximately
3.7% of the pool, cash-out refinance loans 21.4%, condominium
properties are 1.6%, co-ops are 2.8%, and second homes are 3.2%.
The average loan balance is $512,125 and the loans are primarily
concentrated in California (37.4%), New York (11.4%), and
Florida (6.7%). Approximately 1.9% of the mortgage loans are
secured by properties located in the State of Georgia, none of
which are covered under the Georgia Fair Lending Act (GFLA),
effective as of October 2002.

Pool II consists of conventional, fully amortizing, 15-year
fixed-rate, mortgage loans secured by first liens on one- to
four-family residential properties. The mortgage pool has a
weighted average original loan-to-value ratio of 56.03% with a
weighted average mortgage rate of 5.51%. Loans originated under
a reduced loan documentation program account for approximately
3.2% of the pool, cash-out refinance loans 21.4%, condominium
properties are 3.1%, co-ops are 2.0%, and second homes are 3.1%.
The average loan balance is $533,193 and the loans are primarily
concentrated in California (37.9%), New York (10.9%), and
Florida (7.9%). Approximately 1.9% of the mortgage loans are
secured by properties located in the State of Georgia, none of
which are covered under GFLA.

Chase, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
one or more real estate mortgage investment conduits.


CLEVELAND-CLIFFS: Reports Improved Q4 Continuing Ops. Results
-------------------------------------------------------------
Cleveland-Cliffs Inc., (NYSE: CLF) reported a fourth quarter
loss from continuing operations of $65.6 million. For the full
year 2002, Cliffs reported a loss from continuing operations of
$66.4 million. The fourth quarter and full year loss included a
$52.7 million non-cash charge for the impairment of Empire Mine
assets. Results from continuing operations, before the asset
impairment charge and income taxes, were income of $7.2 million
in the fourth quarter, and a loss of $4.6 million for the full
year. The $7.2 million in the fourth quarter reflected a $12.7
million gross margin on pellet sales of 4.5 million tons.

In 2001, Cliffs recorded a loss from continuing operations of
$2.5 million, in the fourth quarter, and $19.5 million for the
full year. Before income taxes, the fourth quarter loss was $3.5
million and the full year loss was $28.7 million.

John S. Brinzo, Cliffs' Chairman and Chief Executive Officer,
said, "The year 2002 was full of challenges, but it was also a
remarkable year in which decisive actions turned adversities
into opportunities. We have been profitable on an operating
basis the last two quarters, and the stage has been set for a
profitable 2003."

The improvement in 2002 fourth quarter and full year results
from continuing operations, before the Empire Mine asset
impairment charge and income taxes, was primarily due to higher
pellet sales and production volume. Iron ore pellet sales volume
was up by 67 percent in the fourth quarter and 75 percent for
the full year. Cliffs' share of pellet production was up by more
than 300 percent in the quarter and 88 percent for the full
year. There were no production curtailments in the fourth
quarter of 2002. In the fourth quarter of 2001, the fixed costs
associated with production curtailments totaled $13.2 million.
The cost of production curtailments in full year results were
$20.6 million in 2002 and $48.0 million in 2001.

Royalty and management fee income from partners declined in 2002
mainly due to the increase in Cliffs' ownership of the Tilden
Mine in 2002, and the extended shutdown of the Empire Mine early
in 2002. Administrative costs increased in 2002 primarily due to
higher benefit costs and incentive compensation expense.

Iron ore pellet sales in the fourth quarter of 2002 were 4.5
million tons compared to 2.7 million tons in 2001. Full year
sales were 14.7 million tons in 2002 versus 8.4 million tons in
2001. A significant portion of the increase in both periods was
the sale of pellets to International Steel Group and Algoma
Steel under new sales agreements.

Cliffs' share of iron ore pellet production in the fourth
quarter was 4.2 million tons versus 1.0 million tons in 2001,
and full year production was 14.7 million tons versus 7.8
million tons in 2001. At the end of December, Cliffs had 3.9
million tons of pellets in inventory compared to 3.0 million
tons at December 31, 2001. With the Company's new business
model, a significant percentage of the pellets in inventory at
year-end are located in the lower great lakes region and will be
sold in the first quarter of 2003.

                Empire Mine Asset Impairment Charge

Cliffs recorded a $52.7 million non-cash charge in the fourth
quarter of 2002 to recognize the impairment of Empire Mine
assets. The Company periodically conducts a formal evaluation of
its iron ore reserves at all mining locations, which includes
the effect of changes in the cost of producing pellets from the
respective ore reserves. As previously announced, we completed
various mine planning studies at Empire in the fourth quarter
which indicated that the mine's economic ore reserves were
reduced from 116 million tons of pellets at December 31, 2001 to
63 million tons at the end of 2002. The Company concluded that
the projected future cash flows from remaining economic reserves
would not exceed the carrying value of the Empire fixed assets,
and accordingly, the impairment charge was recorded.

Brinzo noted, "The write-off of Empire assets, which was
required by accounting guidelines, does not reflect a lack of
commitment to the mine. We entered into an agreement with Ispat
Inland Inc., effective December 31, 2002, that increased our
ownership of the Empire Mine to 79 percent and better positioned
the mine for the future. This transaction could lead to the
combination of the operations of the Empire and Tilden Mines
before the end of 2003. The combination, which has been under
study for some time, would be expected to create a more
efficient, cost competitive mining operation."

                          Income Taxes

In 2002, the Company had pre-tax losses from continuing and
discontinued operations totaling $165.8 million and a $13.4
million pre-tax charge for the cumulative effect of an
accounting change for which no tax benefit was recorded. In
addition, the Company established a deferred tax valuation
allowance in recognition of uncertainty regarding realization of
future tax benefits. The income tax provision of $20.1 million
in the fourth quarter and $9.1 million for the full year
represents non-cash charges primarily attributable to fully
reserving Cliffs' net deferred tax assets. The deferred tax
valuation allowance will be evaluated in future periods, and a
benefit recorded upon the realization of all or a portion of the
deferred tax assets. The Company does not expect to record a
provision for federal income taxes in future years, except for
potential alternative minimum taxes, until it has recorded
substantial pre-tax income.

                      Discontinued Operation

In the fourth quarter, Cliffs decided to exit the ferrous
metallics business and abandoned its investment in the Cliffs
and Associates Limited HBI plant in Trinidad. The $5.2 million,
fourth quarter loss from discontinued operations at CAL,
included a $1.7 million charge to write- off the remaining
working capital. The full year loss from CAL, which includes
asset impairment charges of $97.4 million, was $108.5 million.
No further costs are anticipated in 2003.

                        Accounting Changes

In 2002, Cliffs implemented the Financial Accounting Standard
Board's SFAS No. 143, "Accounting for Asset Retirement
Obligations" which addresses financial accounting and reporting
obligations associated with the eventual closure of mining
operations. The cumulative effect of the accounting change on
prior years results was recognized by a $13.4 million non-cash
charge as of January 1, 2002. The 2002 non-cash expense related
to the accounting change was $.5 million in the fourth quarter
and $1.9 million for the full year.

In 2001, Cliffs changed its method of accounting for investment
gains and losses on pension assets for the calculation of
pension expense. The cumulative effect of the accounting change
on prior years' results was recognized by a $9.3 million non-
cash credit as of January 1, 2001.

                     Minimum Pension Liability

Due to the sharp decline in the market value of the Company's
pension fund assets in 2002, and the decline of interest rates
used in discounting benefit liabilities, pension assets at the
end of 2002 were substantially less than the accumulated benefit
obligation at year-end. To recognize the additional minimum
pension liability, the Company recorded a $109.7 million direct
charge to shareholders' equity. In an October 2002 news release,
the charge was projected to be between $100 and $125 million.
The charge to equity does not run through the statement of
operations, and in concept, represents the current state of the
pension plans as if they were frozen in time. Additionally, the
charge does not affect pension funding requirements in the near
term.

                   Liquidity and Capitalization

At December 31, 2002, Cliffs had $61.8 million of cash and cash
equivalents and $55 million of debt. As previously disclosed,
the Company and its lenders amended the senior note agreement in
December 2002. As part of the amended agreement, Cliffs made a
principal payment of $15 million on December 31, 2002 to reduce
the amount outstanding to $55 million at year-end. The Company
has agreed to additional scheduled payments, including a $20
million payment in December 2003. With current cash, the Company
expects to have adequate liquidity to meet its normal seasonal
requirements and debt repayment obligations in 2003. However,
the Company is evaluating a $20 million revolving credit bank
facility to address additional seasonal contingencies. Cliffs
generated cash flow from operating activities of $40.9 million
in 2002, which allowed the Company to make significant
investments and pay down debt.

Shareholders' equity declined to $79.3 million at December 31,
2002, primarily due to the $188.3 million net loss in 2002 and
the $109.7 million direct charge to equity for pensions. The
$191.2 million increase in post- employment benefit liabilities
in 2002 principally reflects the minimum pension liability and
the impact of consolidating the Tilden and Empire mines becoming
consolidated subsidiaries of Cliffs.

                              Outlook

Brinzo said, "We are starting 2003 with a much improved outlook
and a full order book. While we still have significant
challenges as we work to increase profit margins and improve the
competitive position of our mines, our business fundamentals are
solid. Our 2003 sales volume is projected to be a record 20
million tons, a 36 percent increase from 2002. Our sales
commitments should allow us to operate our mines at capacity
levels."

Brinzo concluded, "Cliffs is going through a dramatic
transformation as the Company positions itself to serve a new
North American steel industry that is emerging from the ashes of
a financial meltdown. Our success will be measured by earning a
profit that rewards shareholders, employees and the many others
that have a stake in Cliffs' future. Every segment of our
organization is being challenged to achieve the goals and
objectives that will lead to success."

Cleveland-Cliffs is the largest supplier of iron ore pellets in
North America. The Company operates five iron ore mines located
in Michigan, Minnesota and Eastern Canada. References in this
news release to "Cliffs" and "Company" include subsidiaries and
affiliates as appropriate in the context.

As reported in Troubled Company Reporter's January 6, 2003
edition, Cleveland-Cliffs Inc., reached an agreement with its
lenders in December 2002, amending its existing senior unsecured
note agreement. As previously disclosed, the Company had
expected that it would violate certain financial covenants in
the note agreement due to the recording of a non-cash charge to
shareholders' equity for minimum pension liabilities at year-
end. Under the amended note agreement, there was no covenant
violation.


CNA FINANCIAL: Sells Marine "Blue Water" Renewal Right to Arch
--------------------------------------------------------------
CNA Financial Corporation (NYSE:CNA) announced the sale of the
renewal rights of its book of hull and liability insurance
business for ocean-going vessels in both London and the United
States to the Arch Insurance Group, a division of Arch Capital
Group Ltd. The sale will be effective for all covered policies
with renewal dates of February 1, 2003, issued by the
Continental Insurance Company, a CNA subsidiary. The transaction
is not expected to materially impact CNA's net operating income.

CNA will continue to service all underwriting and claims issues
until the policies are successfully transitioned. CNA will work
with Arch Insurance Group to foster a seamless transfer for
policyholders.

"CNA is one of the largest ocean marine insurance organizations
in the world," stated Nigel T. Jenkins, CNA Senior Vice
President. "This sale will allow us to focus on and grow more
effectively the remaining lines of our core marine business."

Arch Capital Group Ltd., a Bermuda-based company with over $1.3
billion in equity capital, provides insurance and reinsurance on
a worldwide basis through its wholly owned subsidiaries.

CNA is the country's fourth largest commercial insurance writer,
the ninth largest property and casualty company and the 51st
largest life insurance company. CNA's insurance products include
standard commercial lines, specialty lines, surety, reinsurance,
marine and other property and casualty coverages; life and
accident insurance; group long term care, disability and life
insurance; and pension products. CNA services include risk
management, information services, underwriting, risk control,
and claims administration. For more information, please visit
CNA at http://www.cna.com CNA is a registered service mark,
trade name and domain name of CNA Financial Corporation.

                          *     *     *

As reported in Troubled Company Reporter's November 25, 2002
edition, A.M. Best Co., affirmed the financial strength ratings
of the wholly-owned insurance subsidiaries of CNA Financial
Corporation (Chicago, IL).

Additionally, A.M. Best has affirmed the "bbb" debt rating on
CNA Financial Corporation's existing debt securities, a rating
of AMB-2 to the commercial paper program and indicative ratings
to corporate securities under a $600 million shelf registration
filed in 1999. These indicative ratings include "bbb" on senior
unsecured debt, "bbb-" on subordinated debt, "bb+" on trust
preferred securities and "bb+" on preferred stock.


CONSECO INC: Wants to Walk Away from 16 Financial Contracts
-----------------------------------------------------------
To reduce costs, Conseco Inc., and its debtor-affiliates have
identified 16 executory contracts that are no longer integral to
their ongoing business operations and a burden to their estates.

Thus, the Debtors seek Judge Doyle's permission to reject these
contracts:

Counterparty                Description
------------                -----------
Chase Securities            Indemnity Letter Agreement
Chase Securities            Engagement Letter
Chase Securities            Indemnity Letter Agreement
Bank of America Securities  Letter Agreement
Merrill Lynch               Letter Agreement
UBS Warburg                 Letter Agreement
Lehman Commercial Paper     Letter Agreement
Lehman Commercial Paper     Letter Agreement
Dial Bank                   Credit Card Portfolio Sale Agreement
Nuvell Credit Corp.         Guaranty of Sale & Purchase
Agreement
Fairlane Credit             Guaranty of Contract Sale Agreement
CIHC Inc.                   Canadair Challenger Sublease
General Electric Capital    Lease Agreement - Canadair
Challenger
Wells Fargo Leasing         Asset Purchase Agreement
Pioneer Financial Services  Compensation Deferral Plan
Oak Hill Capital Partners   Stock Purchase Agreement
Financial Technology
Ventures
Exlservice Holdings

Rejection will also assist the Debtors in preserving cash.  For
example, rejection of the CIHC airplane lease will save the
Debtors $2,596,000, which includes the remaining obligations and
attendant costs associated with plane operations and
maintenance, net of the costs of alternative flying.  Also, the
Debtors will save about $8,400,000 from the Pioneer Financial
Services deferred compensation plan. (Conseco Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Conseco Inc.'s 10.750% bonds due 2008 (CNC08USR1), DebtTraders
reports, are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COTTON GINNY: Ontario Court Approves 95 Store Closings
------------------------------------------------------
Cotton Ginny Limited, a wholly owned subsidiary of Arbos Company
Limited, announced that the Ontario Supreme Court of Justice has
approved its plan to close 95 under-performing stores as part of
a restructuring plan designed to reduce operating costs and
generate capital.

The company has selected Ozer Group LLC to oversee the immediate
liquidation of inventory in these 95 stores, which is expected
to take up to six weeks.

"The court's approval of this plan is an important step toward
preserving the Cotton Ginny brand in Canada," said Larry Gatien,
acting president and chief executive officer of Cotton Ginny
Limited. "I would like to extend my deepest thanks to all our
employees for their commitment and understanding during this
very trying period in the company's history. There continues to
be interest from several potential buyers of the remaining 110
Cotton Ginny locations, and we remain hopeful that we can
minimize the impact of this restructuring on our employees by
finding the right buyer."

Cotton Ginny was granted court protection under the Companies'
Creditors Arrangement Act (CCAA) on January 15 to facilitate a
reorganization of its business as a retailer of women's clothing
and apparel.

Cotton Ginny also operates Tabi International stores as a
separate division. Operations at its Tabi International stores
are unaffected by this CCAA filing. Since being acquired by
Cotton Ginny in 1994, the Tabi brand has continued its strong
performance as evidenced by an increase in Tabi brand stores
from 30 to 90. The Tabi business is a long-standing successful
operation which has continued to perform well as part of Cotton
Ginny, producing positive financial results in each of the last
two fiscal years.


CROWN CORK & SEAL: Initiates Comprehensive Refinancing Plan
-----------------------------------------------------------
Crown Cork & Seal Company, Inc. (NYSE: CCK), announced its
results for the fourth quarter and year ended December 31, 2002,
as well as a comprehensive refinancing plan.

For the fourth quarter of 2002, the Company reported a net loss
of $1.71 per diluted share including charges for the net loss on
the sales of Constar and other assets, an increase in the
reserve for the Company's asbestos litigation and for
restructuring actions; offset by a tax credit for the recovery
of taxes previously paid. In the same quarter last year, the
Company reported a net loss of $7.30 per diluted share,
including charges. Excluding the above charges, the Company had
a net loss from continuing operations of $0.09 per diluted share
in this year's fourth quarter compared with a net loss from
continuing operations of $0.35 per diluted share in the year ago
period.

For the twelve months ended December 31, 2002, net income from
continuing operations increased to $0.49 per diluted share
compared to a loss from continuing operations of $0.74 per
diluted share last year. In 2002 the Company reported a net loss
of $8.38 per diluted share after charges for the impairment of
goodwill recorded as a cumulative effect of a change in
accounting, the net loss on the sales of Constar and other
assets, an increase in the reserve for the Company's asbestos
litigation and for restructuring actions. The charges were
partially offset by a gain on the early extinguishment of debt
and tax credits recorded on the carryback of U.S. losses and for
the recovery of European taxes previously paid. In 2001, the
Company reported a net loss of $7.74 per diluted share,
including charges.

Net sales in the fourth quarter were $1.5 billion and $6.8
billion in the twelve-month period, 7.3% and 5.5% respectively,
below the prior year's same period results. The decrease in net
sales reflects divested operations whose net sales were $221
million in 2001 ($116 million in the fourth quarter of 2001),
the pass-through of lower raw material costs and volume
decreases in certain product lines. These factors were partially
offset by the positive effects of $108 million ($67 million in
the fourth quarter) in stronger foreign currencies as well as
increased selling prices and improved volumes across certain
product lines.

Gross profit (net sales less cost of products sold) as a
percentage of net sales improved to 15.2% in the fourth quarter
compared to 11.8% in the same period last year, and 17.7% for
2002 compared to 15.0% in 2001. The improvement was the result
of price increases across many product lines, improved operating
performance and continuing cost reduction efforts offsetting net
overall volume decreases. Included in cost of products sold for
the fourth quarter of 2002 was a provision of $13 million ($9
million after-tax) to provide for uncertainty regarding the
ultimate collectibility of receivables from a European customer.

Operating income in the fourth quarter improved to $57 million,
or 3.7% of net sales, compared with operating income of $9
million, or 0.5% of net sales in last year's fourth quarter.
After excluding goodwill amortization from 2001 and pension
expense/income from both 2002 and 2001, fourth quarter operating
income was $60 million or 3.9% of net sales. This was an
improvement of $34 million or 130.8% over last year's operating
income of $26 million, which was 1.6% of net sales.

For the twelve-month period, operating income increased to $481
million or 7.1% of net sales, an improvement of 52.7% over the
$315 million, or 4.4% of net sales, reported in 2001. Excluding
the impact of goodwill amortization in 2001 and pension
expense/income from both 2002 and 2001, operating income in 2002
increased to $508 million, or 7.5% of net sales. This was an
improvement of $126 million, or 33.0%, over last year's
operating income of $382 million which was 5.3% of net sales.

Net interest expense in the fourth quarter was $75 million,
which reflected a $25 million decrease from the same period in
2001. In the twelve- month period, net interest expense was $331
million, down $106 million from 2001. The decreases in interest
expense reflect lower average debt outstanding and lower average
borrowing rates.

In 2002, cash flow from operations (after asbestos-related
payments and cash pension contributions) increased to
approximately $415 million from $310 million in 2001. Free cash
flow (cash flow from operations less capital expenditures)
improved to approximately $300 million from $142 million in
2001. The growth in free cash flow was primarily the result of
operating income improvements, working capital reductions and
lower capital expenditures. Capital expenditures totaled $115
million in 2002 compared to $168 million in 2001.

The Company sponsors various pension plans worldwide, with the
largest funded plans in the UK, U.S. and Canada. In 2002, the
Company contributed $144 million ($118 million in 2001) to these
plans and currently anticipates its 2003 funding to be
approximately $125 million. The Company has adjusted several of
its assumptions for 2003 and, among other changes, has lowered
its discount rate assumptions to between 6.75% and 7.00% and
also lowered its long-term rate of return assumptions to between
8.50% and 9.00%. Assumption changes along with lower fund
performance in recent years will result in an increase in 2003
pension expense to approximately $100 million from $27 million
in 2002.

Commenting on the results, John W. Conway, Chairman and Chief
Executive Officer stated, "2002 was marked by a more rational
pricing environment. Consistent with our goals announced at the
beginning of last year, in 2002 Crown Cork & Seal achieved
increased productivity, effective cost containment, a
substantial improvement in working capital and a stronger
balance sheet through debt reduction. Our very substantial
international businesses performed well and, we are also very
pleased that during the year, our new, innovative products such
as the award-winning Eole III(R) easy-open end and SuperEnd(R)
continued to gain acceptance as technological improvements for
our customers' rigid packaging and marketing needs."

                 Fourth Quarter Charges/Credits

As previously announced, the Company completed the sale of 89.5%
of its interest in Constar International during the fourth
quarter. The Company recorded a net loss of $213 million on the
sale. Net proceeds from the sale were used to pay down existing
indebtedness and in accordance with the terms of the Company's
existing credit facility, proceeds from the sale were used to
reduce the availability under such facility to $2,266 million
from $2,500 million.

In the fourth quarter, the Company recorded a net charge of $30
million to increase its asbestos reserve. Based upon various
factors, the Company estimates that its asbestos liability for
pending and future asbestos claims will range between $263
million and $502 million. The reported range at December 31,
2001, was $347 million to $580 million. After the charge of $30
million, the Company's reserve at December 31, 2002, was $263
million compared to $347 million at December 31, 2001. During
2002, the Company settled 43,000 cases for approximately $77
million compared to 31,000 cases settled in 2001 for
approximately $66 million. Cases filed against the Company were
36,000 in 2002 and 53,000 in 2001. Asbestos-related payments
totaled $114 million in 2002, including $75 million under
settlement agreements compared to 2001 payments of $118 million,
which included $66 million under existing settlement agreements.
The Company currently expects that 2003 asbestos-related
payments will total $70 million, including $41 million from
existing settlement agreements.

During the fourth quarter, the Company recorded a charge of $23
million ($20 million, net of tax) primarily to reflect the
decision to close a European food can plant and to write-down
the value of PET preform assets in Asia.

During the fourth quarter, the Company recorded a tax credit of
$8 million for the recovery of European taxes paid in prior
years.

As previously announced, effective January 1, 2002, the Company
adopted "SFAS 142," the accounting pronouncement which requires
that goodwill and certain other long-lived intangible assets no
longer be amortized but be assessed for impairment, at least
annually. Amortization of goodwill amounted to $28 million in
the fourth quarter of 2001 and $113 million for the twelve
months ended December 31, 2001.

                      Review by Division

Americas Division operating income in the fourth quarter
increased to 4.5% of net sales from a loss of 1.2% to net sales
in last year's fourth quarter. Excluding the impact of goodwill
amortization from the prior year and pension expense from both
the 2002 and 2001 fourth quarters, operating income rose to 6.6%
of net sales compared to 0.6% in the fourth quarter of 2001. For
the twelve months ended December 31, 2002, operating income
increased to 8.6% of net sales compared to 4.6% in 2001.

European Division operating income in the fourth quarter
increased to 5.3% of net sales from 4.1% in last year's same
quarter. Excluding the impact of goodwill amortization from the
prior year and pension income from both the 2002 and 2001 fourth
quarters, operating income was 3.7% of net sales in the quarter
compared to 4.4% in the prior year period. For 2002, operating
income increased to 8.7% of net sales from 8.5% for 2001. The
decrease in the fourth quarter of 2002 was due to the above-
mentioned provision for bad debts.

In the Asia-Pacific Division, fourth quarter operating income
was 9.8% of net sales compared to 10.0% in the fourth quarter
last year. Operating income for 2002 increased to 11.2% of net
sales compared to 8.4% for 2001.

                Comprehensive Refinancing Plan

The Company also announced today the details of a comprehensive
refinancing plan. The plan consists of a $550 million first lien
revolving credit facility, a $500 million first lien term loan B
facility, the issuance of $1.75 billion in senior secured second
and third lien notes and the receipt of gross proceeds from the
issuance of convertible notes and debt for equity exchanges in
an aggregate of $325 million. The plan would result in
substantially all of the Company's debt having stated maturities
in 2006 and beyond. The plan, which is currently under
discussion with financing sources and rating agencies, includes
a commitment by Citicorp North America, Inc. and Deutsche Bank
Trust Company Americas to provide the $550 million first lien
revolving credit facility.

The refinancing plan is currently contemplated to be completed
by the end of the first quarter. The proceeds will be used to
refinance the Company's existing revolving credit facility which
has a maturity date of December 8, 2003, and approximately $900
million of the Company's senior notes, including all of the
notes scheduled to mature in 2003 and approximately $300 million
of the notes due in 2004 and 2005 as well as to pay fees and
expenses associated with the refinancing.

The senior secured notes and the convertible notes are expected
to be issued in a private placement and resold by the initial
purchasers to qualified institutional buyers under Rule 144A of
the Securities Act of 1933. The commitments of Citicorp North
America, Inc. and Deutsche Bank Trust Company Americas are
subject to certain conditions, including the completion of the
other components of the financing. The final terms of the senior
secured notes, the convertible notes and other aspects of the
refinancing plan are still being developed and may vary
significantly in light of market and other conditions existing
at the time the refinancing plan is finalized.

The senior secured notes and the convertible notes have not been
registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any security in any jurisdiction in which such
offer or sale would be unlawful.

The Company expects to file a Form 8-K containing additional
information.

                        Quiet Period

In view of the pending refinancing the Company will not hold a
conference call to discuss this news release.

Crown Cork & Seal is a leading supplier of packaging products to
consumer marketing companies around the world. World
headquarters are located in Philadelphia, Pennsylvania.

As reported in Troubled Company Reporter's November 25, 2002
edition, Standard & Poor's affirmed its ratings, including its
'B-' corporate credit rating, on Crown Cork & Seal Co. Inc., and
its units and removed all ratings from CreditWatch following the
completion of the IPO for its Constar International division.
The current outlook is negative.

"The rating actions follow the company's recent announcement
that it has completed the sale of 10.5 million shares of common
stock of Constar", said Standard & Poor's credit analyst Paul
Vastola. "Standard & Poor's considers the completion of the
transaction to be a significant step toward positioning the
company to refinance near-term debt maturities. Nevertheless,
concerns remain about the state of the capital markets and
the company's ability to access them to further reduce its
exposure with its banks". Philadelphia, Pa.-based Crown had
total debt of $4.6 billion at September 30, 2002.

Standard & Poor's said that its ratings on Crown Cork & Seal
reflect the company's aggressive financial profile and near-term
refinancing risk, which overshadow its average business risk
profile.


CROWN CORK: S&P Keeping Watch on B- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services has placed its ratings,
including its 'B-' corporate credit rating, on global packaging
manufacturer Crown Cork & Seal Co. Inc., on CreditWatch with
positive implications following the company's recently announced
refinancing plan.

Philadelphia, Pa.-based Crown Cork & Seal has announced that it
plans to initiate a refinancing plan that will improve its
constrained liquidity position and relieve pressures related to
its onerous debt maturity schedule.

"The refinancing plan, if completed as proposed, will
substantially improve the company's financial profile, which is
the primary limitation on the current ratings." said Standard &
Poor's credit analyst Paul Vastola.

Standard & Poor's said that it expects that if the refinancing
is completed as planned, it will likely raise Crown Cork's
corporate credit rating to 'BB-' and its senior unsecured
ratings to 'B'. These actions would reflect the meaningful
enhancement to Crown's financial flexibility, owing to its
materially improved debt maturity schedule. It would also
recognize the improvement in investor confidence, evidenced by
the company's ability to access the capital markets, which had
been severely diminished because of concerns regarding
management's ability to accomplish its operational restructuring
and refinancing plans.

Crown Cork & Seal's 8.375% bonds due 2005 (CCK05USR1) are
trading at about 98 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCK05USR1for
real-time bond pricing.


CYBEX INTERNATIONAL: Grace & White Discloses 10.68% Equity Stake
----------------------------------------------------------------
Grace & White, Inc., of New York, New York, beneficially own
940,100 shares of the common stock of Cybex International, Inc.,
representing 10.68% of the outstanding common stock of the
Company.  Grace & White hold sole voting power over 200,800 such
shares and sole dispositive power over the total 940,100 shares.

Cybex International, Inc., is a leading manufacturer of premium
exercise equipment for commercial and consumer use. Cybex and
the Cybex Institute, a training and research facility, are
dedicated to improving exercise performance based on an
understanding of the diverse goals and needs of individuals of
varying physical capabilities. Cybex designs and engineers each
of its products and programs to reflect the natural movement of
the human body, allowing for variation in training and assisting
each unique user - from the professional athlete to the
rehabilitation patient - to improve their daily human
performance. For more information on Cybex and its product line,
please visit the Company's Web site at http://www.eCybex.com

As reported in Troubled Company Reporter's November 1, 2002
edition, Cybex Internationl retained the investment banking firm
of Legg Mason Wood Walker, Incorporated to advise and assist
with alternatives associated with the refinancing of its debt
facility. In addition, the Company reported that David Fleming
has resigned as a member of the Company's Board of Directors.

At September 28, 2002, the Company recorded a working capital
deficit of about $9.3 million.


EL PASO CORP: Undertakes Power and Trading Management Changes
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced two changes to its
executive management group effective February 1, 2003.

The company announced that Clark C. Smith, formerly president of
Global Power, will become president of Trading. In his new
capacity, Mr. Smith will oversee the implementation of El Paso's
announced plan to exit the trading business. The key component
of that plan, announced November 8, 2002, is the orderly
liquidation of the company's trading portfolio.

El Paso also announced that Robert W. Baker, formerly senior
vice president and deputy general counsel, will be promoted to
president of Global Power, replacing Clark C. Smith in that
position. In his new capacity, Mr. Baker will oversee the
company's domestic and international power generation
activities.

Both Mr. Smith and Mr. Baker will report to H. Brent Austin,
president and chief operating officer of El Paso Corporation,
responsible for El Paso's non- regulated businesses as well as
the financial function of the company.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America. The
company has core businesses in production, pipelines, midstream
services, and power. El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy. For more information, visit http://www.elpaso.com

El Paso Corp.'s 7.125% bonds due 2009 (EP09USN1), DebtTraders
reports, are trading at about 69 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP09USN1for
real-time bond pricing.


ENRON: Zipa LLC Acquires Broadband Unit's New Orleans Datacenter
----------------------------------------------------------------
New Orleans Internet services company Zipa, LLC recently
purchased a tier 1 datacenter in downtown New Orleans from Enron
Broadband Services, Inc.

The 6,600-square-foot facility offers carrier class features for
Internet connectivity, climate control, fire suppression, power
backup and much more.

The first-rate facility was purchased through a bankruptcy sale
and is being further updated by Zipa to offer better
accommodations for companies seeking commercial Internet hosting
and collocation, as well as other Internet and
telecommunications services.

Zipa is seeking to make the facility one of the premier
collocation and commercial hosting options in the South, while
also building one of the largest private peering points in the
region.

Zipa already has acquired several large Internet carriers and
companies as its first clients. With the assistance and
expertise of its sister company and collo client, Intercosmos
Media Group, Inc., Zipa foresees many opportunities in the high-
end hosting industry in the years to come.


ENRON CORP: Metromedia Asks Court to Allow $1.9MM Admin. Claim
--------------------------------------------------------------
Metromedia Fiber Network, Inc., asks the Court for allowance and
payment of its $1,964,996 administrative expense claim for
services rendered to Enron Broadband Services, Inc., from the
Petition Date to September 27, 2002.

Lawrence C. Gottlieb, Esq., at Kronish Lieb Weiner & Hellman
LLP, in New York, relates that prior to Petition Date,
Metromedia and EBS entered into a Service and Lease Agreement.
EBS agreed to make monthly payments to Metromedia in exchange
for the rights granted to it by Metromedia to operate
telecommunications equipment at Metromedia's collocation spaces
and for Metromedia to provide EBS with Internet connectivity
services.

Mr. Gottlieb reports that EBS failed to make its annual advance
payment to Metromedia, approximately nine months of which
applied to the postpetition period, as required under the
Service and Lease Agreements and as mandated by Section
365(d)(10) of the Bankruptcy Code.  Moreover, EBS continued to
receive the services from Metromedia until the Agreements'
rejection on September 27, 2002.

Mr. Gottlieb contends that pursuant to Section 503(b)(1)(A) of
the Bankruptcy Code, Metromedia is entitled to immediate payment
of its administrative expense claim because it is an "actual,
necessary cost and expense of preserving the estate."  Rejection
of the Agreement does not absolve EBS from its obligations that
accrued and are payable postpetition.

Moreover, Mr. Gottlieb notes, EBS leases property belonging to
Metromedia pursuant to the Agreements.  Pursuant to Section
365(d)(10) of the Bankruptcy Code, which mandates that EBS make
timely payments arising pursuant to unexpired leases after 60
days after the order for relief, EBS is required to make
payments to Metromedia.  "EBS's 60 day abeyance period have
expired quite some time ago, it is required to make payments to
Metromedia for periods after the abeyance period, regardless of
the provisions of Section 503(b)," Mr. Gottlieb comments.

In addition, Mr. Gottlieb points out, by virtue of Metromedia's
pending bankruptcy case, EBS's actions violate Metromedia's
automatic stay protection.  The Claim is not subject to any
setoff or counterclaim.  However, EBS has made an application in
Metromedia's bankruptcy proceeding for payment of an alleged
administrative claim.  Metromedia will raise as a defense to the
Debtors' application, a right of setoff equal to the amounts
sought in these proceedings.  In the event EBS is awarded an
administrative expense claim in Metromedia's bankruptcy pursuant
to the pending application, Metromedia seeks relief from the
automatic stay in these bankruptcy proceedings to the extent
required, in order to effectuate the setoff. (Enron Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


EXIDE TECHNOLOGIES: Committee Hires Bayard Firm as Co-Counsel
-------------------------------------------------------------
After interviewing new candidates to represent the Official
Unsecured Creditors' Committee in the Bank Litigation, the
Committee selected Sonnenschein Nath & Rosenthal to serve as its
special litigation counsel to prosecute the Bank Litigation, in
the chapter 11 cases involving Exide Technologies and debtor-
affiliates.

The Committee has also selected The Bayard Firm to serve as
Delaware special litigation counsel to assist Sonnenschein.

Aaron Garber, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, explains that the Committee has selected The Bayard
Firm because of its experience and knowledge, and absence of any
conflict of interest.

Mr. Garber informs the Court that the Firm may have previously
represented, may currently represent, and may in the future
represent, in matters totally unrelated to the Debtors' pending
Chapter 11 cases, entities that are claimants of the Debtors or
other parties-in-interest in these Chapter 11 cases, including:
Atmos Energy Corp., The CIT Group, Dr. Phillips Inc., Covington
Patrick Hagins Stern & Lewis P.A., Moore Taylor & Thomas P.A.,
Eric & Shelly Hay, and Credit Suisse First Boston.  However, the
Firm has not, and will not, represent any these parties, or any
of their affiliates or subsidiaries, in relation to the
Committee, the Debtors, or their Chapter 11 cases.

Mr. Garber asserts that The Bayard Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Bayard Firm's hourly rates range from:

        Directors                      $350 - 475
        Associates                      180 - 325
        Paralegals and Assistants        80 - 130

Furthermore, The Bayard Firm's compensation in these cases will
be based on:

   A. Other than with respect to services provided and fees
      incurred in connection with the prosecution of Claims and
      Defenses, The Bayard Firm will be compensated in accordance
      with the procedures provided in Sections 330 and 331 of the
      Bankruptcy Code, the Federal Rules of Bankruptcy Procedures
      as may then be applicable from time to time, and the
      procedures as may be fixed by Court Order, including, the
      Order Establishing Procedures for Interim Compensation and
      Reimbursement of Expenses of Professionals and Committee
      members entered by the Court on May 10, 2002;

   B. With respect to services provided and fees incurred in
      connection with the prosecution of Claims and Defenses, The
      Bayard Firm will be compensated:

      1. solely from, and to the extent of:

         a. funds, if any, that are not Lender Funds, as the
            terms is defined in the Final DIP Order; and

         b. subject to the terms of the Final DIP Order, the
            proceeds, if any, of the successful prosecution or
            settlement of Claims and Defenses, or the proceeds,
            if any, of the successful prosecution or settlement
            of Claims and Defenses, or the proceeds thereof or
            entitlements or interests arising therefrom, that in
            each case are expressly identified in an order of the
            Court prior to any transfer to The Bayard Firm; and

      2. in accordance with the Compensation Procedures; and

   C. In accordance with Final DIP Order and except as set forth
      with respect to C&D Proceeds, or unless otherwise ordered
      by the Court, The Bayard Firm will not be compensated in
      connection with the prosecution of any Claims and Defenses
      from any Lender Funds at any time.

Accordingly, the Official Committee Of Unsecured Creditors seeks
the Court's authority to retain The Bayard Firm as special
litigation co-counsel, nunc pro tunc to January 13, 2003. (Exide
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FAST FERRY: Wants Until February 25 File Schedules & Statements
---------------------------------------------------------------
Fast Ferry I Corporation asks the U.S. Bankruptcy Court for the
District of New Jersey to give it more time to file
comprehensive schedules of assets and liabilities, statements of
financial affairs, and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1), until
February 25, 2003.

The Debtor relates that it was unable to file completed
Schedules and Statement of Affairs at the time of the filing of
the Petition. The emergent nature of the Chapter 11 filing, as
well as the demands made upon the Debtor by its business
obligations did not allow for the Debtor to complete its
Schedules and Statement. Consequently, the Debtor requires
additional time for preparation of the Schedules and Statements.

Fast Ferry I Corp., and Fast Ferry II Corp., are affiliates of
Lighthouse Fast Ferry Inc., which are in the business of
operating high-speed, passenger ferry services in the greater
New York City harbor area.  The Company filed for chapter 11
protection on January 10, 2003 at the U.S. Bankruptcy Court for
the District of New Jersey.  Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, Fast Ferry I listed $4,840,876 in assets and
$5,318,028 in liabilities, while Fast Ferry II listed $4,841,021
in assets and $5,391,172 in liabilities.


FISHER COMMS: Selling Two Georgia TV Stations for over $40 Mill.
----------------------------------------------------------------
Fisher Communications (Nasdaq:FSCI) signed an asset purchase
agreement for the sale of its two Georgia television stations,
WFXG-TV, Augusta and WXTX-TV, Columbus.

The buyer is Southeastern Media Holdings, Inc. The purchase
price, payable in cash upon final order of the FCC and
satisfaction of other customary closing conditions, will be $40
million plus net working capital.

Completion of the sale is subject to FCC approval, receipt of
consents to assignment of certain material agreements, and
satisfaction of other customary closing conditions. As
previously disclosed in its Form 10-Q filed with the SEC for the
quarter ended September 30, 2002, Fisher Communications, Inc.
will recognize an after-tax loss of approximately $17 million on
the sale.

Fisher Communications, Inc., is a Seattle-based communications
and media company focused on creating, aggregating, and
distributing information and entertainment to a broad range of
audiences. Its 10 network-affiliated television stations are
located in the Northwest, and its 28 radio stations broadcast in
Washington, Oregon, and Montana. Other media operations include
Fisher Entertainment, a program production business, as well as
Fisher Pathways, a satellite and fiber transmission provider,
and Fisher Plaza, a digital communications hub located in
Seattle.

Listing agent for the sale was Kalil & Co., Inc.

As reported in Troubled Company Reporter's November 12, 2002
edition, Fisher Communications retained Goldman, Sachs & Co., as
financial advisor to assist in reviewing its strategic
alternatives.

In announcing its decision to review strategic alternatives, the
company issued this statement: "Our Board of Directors is fully
committed to acting in the best interests of the company and its
shareholders. Accordingly, and in light of industry conditions,
we have determined that it is appropriate at this time to review
a range of strategic alternatives for the company."


FREESTAR: Will Hold Shareholders' Meeting in the Next 90 Days
-------------------------------------------------------------
Paul Egan, CEO of FreeStar Technologies (OTCBB: FSTI) published
on the wire its AGM letter to shareholders:

"FreeStar Technologies has made significant progress in the past
quarter. We have closed our acquisition of Rahaxi Processing,
secured a $7.5 million dollar funding commitment and are now
embarking on aggressive sales strategies. As you know, FreeStar
Technologies' Enhanced Transactional Secure Software is a
proprietary software package that empowers consumers to
consummate e-commerce transactions on the Internet with a high
level of security using credit, debit, ATM (with PIN) or smart
cards. The year ahead promises a number of enhancements to our
business model as we begin to leverage the synergies of core
businesses."

Specifics:

      When:  AGM to be held in the next 90 days

      Who:   Shareholders of record dated February 15 will
             receive notification of the AGM.

      What:  Discussion of reaching major corporate and
             operational milestones.

      Where: We Hope that everyone will attend the Venue in
             Miami, Florida

With Corporate headquarters in Santo Domingo, Dominican
Republic, and offices in Dublin, Ireland, and Helsinki, Finland,
FreeStar Technologies is focused on exploiting a first-to-market
advantage for enabling ATM and debit card transactions on the
Internet. FreeStar Technologies' Enhanced Transactional Secure
Software is a proprietary software package that empowers
consumers to consummate e-commerce transactions on the Internet
with a high level of security using credit, debit, ATM (with
PIN) or smart cards. It sends an authorization number to the e-
commerce merchant, rather than the consumer's credit card
information, to provide a high level of security. FreeStar
entered into an agreement to acquire leading Northern European
processing, Rahaxi Processing Oy, in September 2002. For more
information, please visit the Company's Web sites at
http://www.freestartech.com http://www.rahaxi.com and
http://www.epaylatina.com

On January 9, 2003, certain creditors of FreeStar Technologies
filed an involuntary Chapter 7 petition in the U.S. Bankruptcy
Court for the Southern District of New York (Manhattan).


FUELNATION: Enters Pact with Lender to Issue $100M Secured Notes
----------------------------------------------------------------
On December 16, 2002, FuelNation entered into a Non-Disclosure
Agreement with its lender for the issuance of the $100 million
taxable secured note offering.

On January 24, 2003, FuelNation signed a commitment letter with
its lender to fund $100 million taxable secured note offering
with an estimated interest rate of 4.35% for the FuelNation
Travel Center Project. The term of the construction period is up
to 24 months with a conversion to a fixed loan upon completion
of construction for an additional 16 years. The lender requires
a 20% equity participation in the project. The loan is subject
to receiving a commitment letter from lender, FuelNation raising
and funding the closing costs of approximately $4 million,
entering into a purchase and sale agreement for land, proper
zoning approvals, permitting and additional normal and customary
agreements and documents for a transaction of this type. Closing
of the Funding is scheduled for April 2003.

                            *    *    *

                  Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended September 30,
2002, the Company reported:

"At September 30, 2002, we had $404 in cash and working capital
deficit of $1,741,957. For the nine month period ended
September 30, 2002, net cash used by operating activities was
$249,364. This was primarily attributable to a net loss
for the period of $3,051,258 and offset by increase of payables
and liabilities of $ 471,126, expenses paid on behalf of the
Company by an affiliated Company of $173,745,write-down of
capitalized software development costs of $891,747, non-cash
consulting expense of $714,000 and non-cash employee
compensation of $458,066 arising from stock options granted to
an officer of the company.

"Our ability to meet our future obligations in relation to the
orderly payment of our recurring obligations on a current basis
is totally dependent on our ability to commence generating
revenues and attain a profitable level of operations, receive
required working capital advances from our shareholders or
obtain capital from outside sources.

"During the nine months ended September 30, 2002 cash provided
by financing activities was $330,239 which comprised of the sale
of common stock for $110,000 and $232,766 borrowed from Fuel
America LLC, an entity controlled by our Chairman of the
Board/Chief Executive Officer, Christopher R. Salmonson. In
February 2002, Mr. Salmonson exercised options to purchase
1,252,761 shares of our common stock at an exercise price of
$.01 per share. The proceeds of $12,527 were used to reduce the
amount due to Fuel America. At September 30, 2002,the balance
owed Fuel America was $427,199.Currently, there are no interest
repayment terms for the debt and it is treated as if due on
demand.

"In October 2001, we borrowed approximately $36,000 from
four(4)individuals and issued 9% convertible subordinated
promissory notes, which were due September 30, 2002 and are
convertible into 258,654 shares of our common stock, at a rate
of one share of common stock for each $0.139 principal amount of
notes. Additionally, we issued stock purchase warrants to the
noteholders, which entitled these noteholders to purchase
517,309 shares of our common stock at an exercise price of
approximately $.15 per share. The warrants were issued at
twice the conversion rate of our common stock (two warrants for
each $0.139 principal amount of notes).The notes are shown net
of a discount of approximately $30,000 which represents the fair
value assigned to the warrants that were issued. The discount is
being amortized over the life of the debt. Amortization amounted
to approximately $22,893 for the nine months ended
September 30,2002 and is charged to interest expense. Currently
three of the four note holders are discussing the conversion of
their notes to common stock at a reduced conversion rate. As of
the date of this filing these Notes are in default."


FUELNATION: Commencing Rights Offering to Existing Shareholders
---------------------------------------------------------------
Effective January 27, 2003, FuelNation received a new CUSIP
number #359528 20 5 for the previously announced 150 reverse
split which is effective and received a new trading symbol of
"FLNA" (OTCBB: FLNA).

                        Rights Offering

FuelNation will be commencing a Rights Offering to existing
shareholders of record pursuant to a registration statement to
be filed in February 2003. FuelNation will be distributing
rights to persons who owned shares of its common stock on the
effective date of its registration statement.

Each shareholder will receive, at no charge, subscription rights
for each share of common stock that is owned on the record date.
One full subscription right will entitle a stockholder to
purchase additional shares of FuelNation's common stock at a
subscription price to be determined per share. If a stockholder
exercises all of their subscription rights, they may also have
the opportunity to purchase additional shares of FuelNation
common stock at the same subscription price. The subscription
rights may not be sold or transferred. The subscription rights
will not be listed for trading on any stock exchange.

Stockholders will also receive nontransferable warrants to
purchase shares of FuelNation common stock if  certain
conditions are satisfied:

          -   A stockholder must have shares of FuelNation common
              stock, other than those which are purchased in the
              rights offering, registered in the stockholder's
              name rather than in the "street" name of a broker,
              dealer or other nominee on the effective date;

          -   The stockholder must purchase shares of FuelNation
              common stock in the rights offering;

          -   The shares of common stock purchased in the rights
              offering must be registered in the stockholder's
              own name rather than in "street" name; and

          -   The number of shares of FuelNation common stock
              registered in the stockholder's name six months
              after the effective date must equal or exceed that
              number of shares of FuelNation common stock
              registered in the stockholder's own name on the
              effective date, inclusive of those shares of
              FuelNation common stock purchased in the rights
              offering.

                            *    *    *

                  Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended September 30,
2002, the Company reported:

"At September 30, 2002, we had $404 in cash and working capital
deficit of $1,741,957. For the nine month period ended
September 30, 2002, net cash used by operating activities was
$249,364. This was primarily attributable to a net loss
for the period of $3,051,258 and offset by increase of payables
and liabilities of $ 471,126, expenses paid on behalf of the
Company by an affiliated Company of $173,745,write-down of
capitalized software development costs of $891,747, non-cash
consulting expense of $714,000 and non-cash employee
compensation of $458,066 arising from stock options granted to
an officer of the company.

"Our ability to meet our future obligations in relation to the
orderly payment of our recurring obligations on a current basis
is totally dependent on our ability to commence generating
revenues and attain a profitable level of operations, receive
required working capital advances from our shareholders or
obtain capital from outside sources.

"During the nine months ended September 30, 2002 cash provided
by financing activities was $330,239 which comprised of the sale
of common stock for $110,000 and $232,766 borrowed from Fuel
America LLC, an entity controlled by our Chairman of the
Board/Chief Executive Officer, Christopher R. Salmonson. In
February 2002, Mr. Salmonson exercised options to purchase
1,252,761 shares of our common stock at an exercise price of
$.01 per share. The proceeds of $12,527 were used to reduce the
amount due to Fuel America. At September 30, 2002,the balance
owed Fuel America was $427,199.Currently, there are no interest
repayment terms for the debt and it is treated as if due on
demand.

"In October 2001, we borrowed approximately $36,000 from
four(4)individuals and issued 9% convertible subordinated
promissory notes, which were due September 30, 2002 and are
convertible into 258,654 shares of our common stock, at a rate
of one share of common stock for each $0.139 principal amount of
notes. Additionally, we issued stock purchase warrants to the
noteholders, which entitled these noteholders to purchase
517,309 shares of our common stock at an exercise price of
approximately $.15 per share. The warrants were issued at
twice the conversion rate of our common stock (two warrants for
each $0.139 principal amount of notes).The notes are shown net
of a discount of approximately $30,000 which represents the fair
value assigned to the warrants that were issued. The discount is
being amortized over the life of the debt. Amortization amounted
to approximately $22,893 for the nine months ended
September 30,2002 and is charged to interest expense. Currently
three of the four note holders are discussing the conversion of
their notes to common stock at a reduced conversion rate. As of
the date of this filing these Notes are in default."


GENUITY: Earns Nod to Hire Baker & McKenzie as Special Counsel
--------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained authority to
employ Baker & McKenzie, nunc pro tunc to the Petition Date, to
serve as Special Counsel focused on global telecommunications
law issues.

Baker will be required to render various services to the Debtors
including provision of ongoing services regarding the Debtors'
relationships with their various non-U.S. affiliates and on a
number of related domestic and international corporate,
securities and tax issues.

Baker will be providing professional services to the Debtors
under its standard billing practices.  Presently, the standard
hourly rates under the firm's rate structure range from:

         Partners                               $305 - 550
         Associates                             $160 - 380
         Legal assistants and support staff      $75 - 210

These hourly rates are subject to periodic increases in the
normal course of the firm's business, often due to the increased
experience of the particular professional. (Genuity Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GEORGIA-PACIFIC: Fitch Ratchets Sr. Unsec. L-T Debt Rating to BB
----------------------------------------------------------------
Fitch Ratings has lowered the senior unsecured long-term debt
ratings of Georgia-Pacific to 'BB' from 'BB+' and withdrawn the
company's commercial paper rating. The Rating Outlook remains
Negative. The 'BB' rating applies to the company's recent issues
of 8-7/8% due 2010 and 9-3/8% due 2013.

This rating action is based on the continuing poor market
conditions prevailing in the company's Building Products
segment, an uncertain outlook for containerboard and packaging
and the competitive environment in retail tissue. In combination
with ongoing asbestos exposure and a low probability of
immediate asset sales, Fitch believes the company's
de-leveraging efforts have been pushed back. Operating cash flow
for the current year should best 2002's results, and absent
unpredictable events debt reduction in 2003 should be
substantive, albeit less than in 2002 considering the sale of
Unisource and the conversion of the 'premium equity
participating security units'. Under normal circumstances, Fitch
expects that debt would be reduced to just north of 4 times
EBITDA by this year-end. A return to investment-grade financial
metrics without a substantial improvement in GP's markets could
take some time.


GLOBAL CROSSING: Extends Scope of Contract with Textilease Corp.
----------------------------------------------------------------
Global Crossing's five-year contract for data services with
Textilease Corp., has been augmented by an additional contract
for voice services. Global Crossing has provided Textilease with
frame relay and dedicated Internet access to 15 locations
throughout the US since November 2001, and has now added
dedicated and switched inbound and outbound long-distance voice
services to the same locations. The original contract was signed
in November 2001, with the add-on executed in November 2002.

"We've enjoyed a high quality solution and exemplary service
from Global Crossing and are confident that it will weather the
current telecom storm to emerge an even stronger company," said
Chaim Yudkowsky, Textilease's chief information officer.
"Signing on for these additional services was an easy decision."

Based in Maryland, Textilease and its more than 1,300 employee-
owner associates offer a wide range of executive, industrial,
and career casual garments from its 15 locations in seven
states. Through its subsidiaries, Textilease First Aid Services,
and Textilease Medique, the company provides customers with
first aid and safety services, and is one of the nation's
largest suppliers of workplace medication as well as a market
leader in the occupational health field.

"Upselling is a critical part of our strategy for gaining market
share and expanding our business in 2003," said Dave Carey,
Global Crossing's executive vice-president of enterprise sales.
"We're pleased that Textilease has recognized the quality and
value we bring to their business, and we will continue to
support their corporate communications with our state-of-the-art
solutions."

Global Crossing's dedicated Internet access provides customers
with always-on, direct high-speed connectivity to the Internet
at speeds ranging from sub-T1/E1 to GigE on a global basis.
Frame relay, a wide area network technology, is designed to
transport multiple applications via a single infrastructure.
Global Crossing offers a full range of switched and dedicated
long distance and toll free services, carried over Global
Crossing's worldwide fiber optic network utilizing both
conventional time division multiplexing and Voice over Internet
Protocol technology. Voice traffic is managed over Global
Crossing's network, ensuring a safe, fast and reliable
connection at all times.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd., and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda. On the
same date, the Bermuda Court granted an order appointing joint
provisional liquidators with the power to oversee the
continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28,
2002. Global Crossing's Plan of Reorganization, which was
confirmed by the Bankruptcy Court on December 26, 2002, does not
include a capital structure in which existing common or
preferred equity will retain any value. Global Crossing expects
to emerge from bankruptcy in the first half of 2003.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders.

Please visit http://www.globalcrossing.comfor more information
about Global Crossing.

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


HEADLINE MEDIA: November 30 Balance Sheet Upside-Down by C$6MM
--------------------------------------------------------------
Headline Media Group (TSX:HMG) announced its results for the
first quarter ended November 30, 2002.

                          HIGHLIGHTS

      -- Operating results and net loss for the three months
ended November 30, 2002 showed significant improvement over the
prior year. Loss before interest, taxes, depreciation and
amortization was C$2.0 million, an improvement of C$3.7 million
from a loss of C$5.7 million in the same period last year.

      -- Consolidated revenue for the first quarter increased by
C$0.2 million to C$8.2 compared to $8.0 million in the prior
year. Revenue in the Broadcasting group increased by C$0.7
million or 13.1%. Revenue in the Sports and Entertainment
Marketing group declined by C$0.5 million due to lower
advertising revenues, which was offset by a decline in operating
expenses over the prior year.

      -- On January 15, 2003, the Company announced that it had
completed a non-brokered private placement of 1,428,571 Class A
Subordinate Voting shares with Levfam Holdings Inc., the
Company's controlling shareholder, at a price of C$0.35 per
share. The gross proceeds of the private placement were C$0.5
million. Proceeds from the private placement will be used
primarily to fund the operations of PrideVision Inc., and for
general corporate purposes.

The Company has three business units "Broadcasting", "Sports and
Entertainment Marketing" and "Corporate". The Broadcasting group
consists of the Company's specialty television networks, The
Score Television Network Ltd. and PrideVision TV. The Sports and
Entertainment Marketing group consists of St. Clair Group
Investments Inc.

               Three Months Ended November 30, 2002

Revenue for the first quarter increased by C$0.2 million to
C$8.2 million compared to C$8.0 million in the prior year. The
increase in revenue reflects an increase in the revenue in
Broadcasting group of C$0.7 million partially offset by the
decline of C$0.5 million in revenue in the Sports and
Entertainment Marketing group.

Operating expenses excluding rights fees were C$7.4 million
during the quarter, compared to C$8.1 million in the prior year,
representing a decrease of C$0.7 million. Operating expenses in
the Broadcasting group were C$0.1 million lower in the quarter,
reflecting cost reduction initiatives implemented in PrideVision
TV. Operating expenses for the Sports and Entertainment
Marketing group were C$0.5 million less than the prior year,
which more than offset the decline in revenues. Operating
expenses for the Corporate group were C$0.1 million less than
the prior year.

Program rights were C$3.2 million during the quarter, compared
to C$5.6 million in the prior year. Program rights for the
quarter were C$2.8 million in the Broadcasting group and C$0.4
million in the Sports Entertainment and Marketing Group versus
C$5.1 million and C$0.5 million respectively in the prior year.
The reduction in program rights for the Broadcasting group
reflects C$1.8 million in lower program rights fees for Major
League Baseball, as a result of the previously announced
termination agreement, as well as lower program rights costs for
PrideVision TV as a result of the implementation of cost
containment initiatives.

Gain on sale of investment - during the quarter the Company sold
an investment in a private company for cash proceeds of C$0.4
million ($0.3 million U.S.) The carrying value of the investment
at August 31, 2002 was nil, resulting in a gain on sale of C$0.4
million.

Loss before interest, taxes, depreciation and amortization was
C$2.0 million for the first quarter, compared with C$5.7 million
in the same quarter last year, representing an improvement of
C$3.7 million over the prior year.

Interest income for the first quarter was negligible compared to
C$0.4 million in the prior year. The decrease in interest income
resulted from a reduction in the cash, cash equivalents and
short-term investments held by the Company during the period.

Interest expense for the first quarter was C$0.3 million
compared to C$0.5 million in the prior year. The decrease of
C$0.2 million reflects lower financing fees than in the prior
year, partially offset by a higher average loan balance
outstanding for the period.

Depreciation expense was C$0.3 million in the first quarter
compared to C$0.4 million in the prior year. The decrease in
depreciation expense is due to lower fixed asset additions in
the current year. Fixed assets additions were negligible
compared to C$0.4 million in the prior year.

Amortization expense was C$0.1 million in the quarter, compared
to C$0.3 million in the prior year. The decrease in amortization
reflects a reduction in the amortization of goodwill compared to
the prior year as a result of a change in accounting policy. The
Company has adopted the provisions of The Canadian Institute of
Chartered Accountants' Handbook Section 3062 "Goodwill and Other
Intangible Assets", effective September 1, 2002. Section 3062
requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead be tested for
impairment at least annually by comparing the carrying value to
the respective fair value. Due to the extensive effort needed to
comply with adopting Section 3062, the Company has not estimated
the impact of this Section on its financial statements, beyond
discontinuing goodwill amortization and assessing the
classification of intangibles. The change to a methodology that
assesses fair value by reporting unit could result in an
impairment charge.

Net loss for the first quarter was C$2.6 million based on a
weighted average 64.9 million Class A Subordinate Voting Shares
and Special Voting Shares outstanding, compared to a net loss of
C$6.6 million based on a weighted average 64.9 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding
in the prior year.

Broadcasting Group

Revenues for the Broadcasting group increased C$0.7 million to
C$5.9 million for the quarter compared to C$5.2 million in the
prior year. Advertising revenue increased C$0.2 million or 5.1%
during the quarter compared to the prior year primarily
reflecting an increase in advertising revenue for The Score as a
result of continued audience growth and improved ratings.
Subscriber revenue increased by C$0.5 million or 36.5% over the
same quarter last year. C$0.3 million primarily reflects
increased subscriber rates for The Score on renewed distribution
contracts. As at November 30, 2002, The Score had 5.2 million
paying subscribers. PrideVision TV generated C$0.2 million in
subscriber revenue during the quarter, compared to nil in the
previous year. There was no subscriber revenue generated in the
previous year for PrideVision TV as a result of a free preview
promotion during the initial launch. As at November 30, 2002
PrideVision TV had approximately 21,000 paying subscribers.

Operating expenses were C$7.3 million in the quarter, compared
to C$9.9 million in the prior year, representing a decrease in
operating expenses of C$2.6 million. The Score's operating
expenses decreased by C$2.0 million to C$5.4 million in the
quarter compared to C$7.4 million in the prior year reflecting
lower program rights fees for Major League Baseball, as a result
of the previously announced termination agreement. Operating
expenses for PrideVision TV were C$1.9 million in the quarter,
compared to C$2.5 million in the prior year due to lower program
rights and other operating costs due to the implementation of
cost reduction initiatives.

Loss before interest, taxes, depreciation and amortization for
the first quarter was C$1.4 million versus C$4.6 million in the
prior year, resulting in an improvement in operating performance
of C$3.2 million.

Sports and Entertainment Marketing Group

Revenue for St. Clair was C$2.3 million in the first quarter
compared to C$2.8 million in the prior year. The decrease in
revenue of C$0.5 million reflects a decline in print advertising
sales, specifically within sports programming publications.
St. Clair did not renew its broadcasting and sponsorship rights
for the 2003 Canadian Hockey League season and as a result
certain sales contracts that included packaged advertising did
not renew.

Operating expenses were C$2.6 million in the quarter, compared
to C$3.1 million in the prior year, representing a decrease in
operating expenses of C$0.5 million. The decrease in expenses
primarily reflects lower printing and production costs, which is
consistent with the lower advertising print sales, as well as
reduced promotional and selling expenses as compared to the
prior year.

St. Clair's operating loss before interest, taxes, depreciation
and amortization for the first quarter was C$0.3 million, which
was consistent with the same period last year.

Corporate

Operating expenses for the Corporate group were C$0.6 million or
C$0.1 million less than C$0.7 million in the prior year.

During the quarter the Company sold an investment in a private
company for cash proceeds of C$0.4 million ($0.3 million U.S.).
The carrying value of the investment at August 31, 2002 was nil,
resulting in a gain on sale of C$0.4 million.

Loss before interest, taxes, depreciation and amortization for
the first quarter was C$0.2 million, or C$0.5 million lower the
previous year loss of C$0.7 million.

                   Liquidity and Capital Resources

Cash flow used in operations for the three months ended
November 30, 2002 was C$2.6 million compared to C$7.0 million in
the prior year, reflecting significantly lower operating losses
in the current year.

Cash flow from financing activities was nil for the three months
ended November 30, 2002 compared to cash flow from financing
activities of C$1.4 million in the prior year.

Cash flow from investment activities for the three months ended
November 30, 2002 was C$0.2 million compared to C$6.1 million in
the prior year. The decrease in cash flow from investment
activities reflects lower fixed asset additions and deferred
charges compared to the prior year, as well as lower proceeds
from the sale of short-term investments. Fixed asset additions
and deferred charges in the prior year include costs associated
with the launch of PrideVision TV.

As of November 30, 2002, the company's balance sheet shows a
total shareholder's deficit of C$6,058,000.

On January 15, 2003, the Company announced that it had completed
a non-brokered private placement of 1,428,571 Class A
Subordinate Voting shares with Levfam Holdings Inc., the
Company's controlling shareholder, at a price of C$0.35 per
share. The gross proceeds of the private placement were C$0.5
million. Proceeds from the private placement will be used
primarily to fund the operations of PrideVision TV and for
general corporate purposes.

With the credit facilities and financing currently in place and,
assuming the successful execution of its revised business plan,
management believes there are sufficient resources to fund
operations until the end of fiscal 2003. During 2002 and
continuing into fiscal 2003, the Company has introduced
significant cost cutting measures to preserve cash and to
strategically realign the Company's resources. Beyond fiscal
2003, the Company will require additional funding in order to
continue operations and service the commitments under
significant agreements.

The Company's successful execution of its business plan is
dependant upon a number of factors that involve risks and
uncertainty. In particular, revenues in the specialty television
industry, including subscription and advertising revenues, are
dependant upon audience acceptance, which cannot be accurately
predicted. In addition, the distribution of the Company's
specialty television channel, PrideVision TV, is limited to
digital subscribers. While Management expects the digital
television market will continue to grow and that the number of
subscribers to the service will increase, the rate and extent to
which this subscriber base will grow is uncertain. Initial
consumer acceptance is encouraging, however, it remains
uncertain that the penetration rates required to ensure
profitability will be achieved.

The Company is actively pursuing alternative financing with
potential lenders and investors, which if successful, will, in
management's view, enable the Company to achieve its business
plans in the long-term. No agreements with potential lenders or
investors have been reached yet and there can be no assurance
that such agreements will be reached. In addition, the Company
continues to review other alternatives, which could involve
renegotiating existing cash commitments, further reducing its
work force, a further restructuring of the business units which
may include the divestiture of certain assets of the Company, or
attracting a strategic investor that would assist in developing
the business of the Company.

Headline Media Group Inc., (TSX: HMG) is a media company that
creates, develops and manages specialty programming services to
meet the needs of underserved markets. Headline's first service,
The Score Television Network Ltd., was launched in 1997 and is a
specialty television network, which provides sports news,
information and highlights, as well as live event sports
programming. In September 2001, Headline launched PrideVision
TV, its second service, a Category 1 digital specialty
television network focused on the Canadian gay, lesbian,
bisexual, transgendered community and the world's first network
of its kind to broadcast 24 hours a day, seven days a week. The
Company also owns and operates St. Clair Group
Investment Inc., a sports marketing and specialty publishing
company.


HORIZON NATURAL: Shuts Down Sycamore Mine & Knox County Plant
-------------------------------------------------------------
Beech Coal Company, a subsidiary of Horizon Natural Resources
Company (Nasdaq: HZONQ.pk), announced that Sycamore Mine and its
preparation plant located in Knox County, Indiana, will be
placed on idle status.

The Company reached this decision based on the loss of
contracted shipments and the inability to obtain additional
sales in the current weak coal market.

Approximately 60 employees work at the Sycamore Mine. A small
crew will be kept at the mine site to maintain the active pits
and perform reclamation activities. Layoffs will begin March 30,
2003. Beech gave notice in accordance with the Worker Adjustment
and Retraining Notification Act of 1988.

"The idling of a mine is a difficult decision because it affects
our employees and the communities involved," said Horizon's
chairman and acting chief executive officer Robert C. Scharp,
"but it is necessary to achieve the goals we outlined in
November when we announced our filing for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. This is another
significant step toward right-sizing our operations to the
current opportunities of the marketplace."

Scharp continued, "The affected employees will receive benefits
as outlined by our contracts, including medical coverage,
educational assistance and retraining for additional employment.
We plan to work with the State of Indiana regarding outplacement
assistance for employees."

Sycamore Mine has produced approximately 0.7 million tons of
coal annually since its opening in 1991.

For additional information, please see http://www.horizonnr.com

Horizon Natural Resources Company (formerly known as AEI
Resources Holding, Inc.) conducts mining operations in five
states with a total of 38 mines, including 25 surface mines and
13 underground mines:

      -- Central Appalachian operations include all of the
company's mining operations in southern West Virginia and
Kentucky, currently totaling 32 surface and underground mines,
which produced approximately 18.1 million tons of coal (64
percent of total production) during the first nine months of
2002.

      -- Western operations include mining in Colorado, Illinois
and Indiana, currently totaling six surface and underground
mines, which produced approximately 10.1 million tons (36
percent of total production) during the first nine months of
2002.


I2 TECHNOLOGIES: Will Commence Nasdaq SmallCap Trading on Feb. 7
----------------------------------------------------------------
i2 Technologies, Inc. (Nasdaq:ITWO), expects to begin trading on
the NASDAQ Small Cap Market effective February 7, 2003.

The leading provider of end-to-end supply chain management
solutions, i2 designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. More than 1,000 of the world's
leading companies, including seven of the Fortune global top 10,
have selected i2 to help solve their most critical supply chain
challenges. Founded in 1988 with a commitment to customer
success, i2 remains focused on delivering value by implementing
solutions designed to provide a rapid return on investment.
Learn more at http://www.i2.com

As reported in Troubled Company Reporter's Thursday Edition,
Standard & Poor's placed its 'B' corporate credit and other
ratings of i2 Technologies Inc., on CreditWatch with negative
implications, following the Dallas, Texas-based company's
decision to re-audit its financial statements for 2000 and 2001.
The re-audit follows allegations about i2's revenue recognition
with respect to certain customer contracts.

i2 has notified the SEC of the allegations, and the SEC staff
has opened an informal inquiry into the matter. The CreditWatch
listing reflects uncertainties as to the size and nature of
possible adjustments and the potential for additional
disclosures following the audit.


INTEGRATED HEALTH: Court Approves Insurance Premium Financing
-------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained authority to obtain secured insurance
premium financing from Cananwill, Inc.  This allows the Debtors
to make payments in monthly installments rather than having to
pay one huge annual premium.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, in the normal course of
operating their businesses, the Debtors maintain various types
of insurance, including policies covering general liability,
property, workers' compensation and auto insurance, in amounts
and covering matters which are reasonable and customary for
businesses of the Debtors' size and complexity.  Certain of the
insurance polices to which Debtors are party expired by their
terms at the end of December 2002 and have been renewed or
replaced.  However, as a result of the Debtors' pending Chapter
11 cases and their current financial condition, the cost to
obtain these renewals was significantly higher than in years
prior to the Petition Date. Furthermore, Mr. Brady adds that the
Debtors have been required to pay all renewal premiums in
advance, therefore utilizing a significant amount of cash
resources.  As a result, the Debtors seek to finance the cost of
its renewal and replacement policies. The Debtors have
determined that financing the premiums to be paid under the
insurance policies enables the Debtors to maintain critical
insurance coverage while preserving their available cash.

Under the PFA, Mr. Brady explains that the Debtors are required
to make an initial down payment for the Policies amounting to
$2,765,328, representing 25% of the total insurance premiums.
The balance of the premiums, which the Debtors seek to finance,
is $8,295,985.25.  The total payments to Cananwill would be
$8,427,543.48, consisting of the premium balance plus a finance
charge of $131,558.23 (i.e., interest at the rate of 3.79% per
annum).  The financed premiums would be payable to Cananwill in
nine equal monthly installments, commencing February 1, 2003, of
$936,393.72.

Mr. Brady informs the Court that the amount financed under the
PFA is to be secured, pursuant to Section 364(c)(2) of the
Bankruptcy Code, by all sums payable to the Debtors under the
Policies, including any gross unearned premiums and any payment
on account of loss which results in a reduction of unearned
premium in accordance with the terns of the Policies.  If the
Debtors default on any payment under, the PFA, Cananwill will be
entitled, without further order of the Court, to terminate the
Policies and collect the unearned premiums.  If these
collections are insufficient to pay amounts due to Cananwill
under the PFA, then the remaining amounts due to Cananwill will
be entitled to priority as an administrative expense under
Section 503 of the Bankruptcy Code.

Mr. Brady contends that the financing of insurance premiums will
enable the Debtors to acquire essential insurance coverage while
managing their limited cash resources.  After reasonable
inquiry, the Debtors believe that they would be unable to
finance the premiums under the Policies with any other party on
terms more favorable than those offered by Cananwill and that
this financing would, in any event, not be available absent the
grant of a security interest pursuant to Section 364(c)(2) of
the Bankruptcy Code.

Mr. Brady notes that the financing of the Policies would enable
the Debtors to retain working capital at a low cost.
Significantly, the cost of funds under the PFA is lower than the
cost of financing under the debtor-in-possession financing
facility.  Accordingly, it is more beneficial for the Debtors to
finance the Policies through Cananwill than to utilize
borrowings under the debtor-in-possession financing facility to
pay the premiums under the Policies. (Integrated Health
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LIDS CORP: Files Joint Plan and Disclosure Statement in Delaware
----------------------------------------------------------------
Lids Corporation and the Official Committee of Unsecured
Creditors delivered a Joint Liquidating Plan and Disclosure
Statement to the U.S. Bankruptcy Court for the District of
Delaware.  A full-text copy of the Debtor's Disclosure Statement
to the Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=030127035511

The Debtor explains that the Plan is a liquidating plan and does
not contemplate the continuation of the Debtor's business.
Substantially all of the Debtor's assets have been liquidated
since the commencement of this Chapter 11 case.  The Plan
further contemplates that the remainder of such assets will be
liquidated or otherwise reduced to cash by the Debtor that the
net proceeds from liquidation of assets of the Debtor's estate
will be distributed by Kronish Lieb Weiner & Hellman LLP, being
the Disbursing Agent, to the various claimholders.

As of the filing the Joint Plan and Disclosure Statement, the
Debtor is holding about $3.2 million in cash and cash
equivalents.  This Cash will be available to fund the Plan and
to be distributed to administrative claimants and creditors.
Additionally, based upon a preliminary analysis conducted, there
appear to be a few, if any, preference, fraudulent conveyance or
other Avoidance Actions available to the Estate to generate
additional cash.  Furthermore, the Debtor estimates that there
will be no more than $30,000 of proceeds from the disposition of
other assets available to distribute pursuant to the Plan.

The Debtor assures that its assets are available to satisfy:

  (1) Secured Claims

      The Debtor believes that all or substantially all secured
      claims against the estate have been satisfied.

  (2) Administrative Claims

      The Debtor has paid all valid reclamation claims and all
      but $150,000 of the Estate's obligations incurred in the
      normal course of business on or after the Petition Date. As
      of October 31, 2002, $250,000 of professional fees remain
      accrued but unpaid.  The Debtor estimate that an additional
      $200,000 of fees will be incurred through the Effective
      Date.

  (3) Priority Tax Claims

      The Debtor estimates that allowable unsecured tax claims
      entitled to priority under the Bankruptcy Code will not
      exceed $80,000.

  (4) Other Priority Claims

      All or substantially all of such claims have been satisfied
      pursuant to the orders of the Bankruptcy Court.
      Accordingly, the Debtor believes that there are but a few
      remaining priority claims to be paid.

  (5) The Debtor's Schedules and Statements reflect general
      unsecured claims against the Estate totaling $25,866,440.

Prior to the commencement of its Chapter 11 case, Lids
Corporation was one of the world's largest hat retailers selling
professional sports and college team caps to brand-name hats
such as Adidas, Nike, Puma and Kangol.  The Company filed for
chapter 11 protection on January 4, 2001.  Micheal R. Lastowski,
Esq., and Paul D. Moore Esq., at Duane Morris LLP represent the
Debtor in their restructuring efforts.  Jay R. Indyke, Esq., and
Robert J. Dehney, Esq., at Morris Nichols Arsht & Tunnel,
represent the Official Committee of Unsecured Creditors.


LTV CORP: Minnesota DOR Seeks Stay Relief to Set Off Refunds
------------------------------------------------------------
The State of Minnesota Department of Revenue asks for stay
relief to enforce a claim against LTV Steel for payment of
"uncontested, delinquent state tax liabilities due to the
Department for unpaid pre-petition state sales tax, taconite
production tax and occupational tax (taconite) in the total
amount of $16,632,789.13."  Mike Hatch, Esq., the Attorney
General for Minnesota, appearing through Craig R. Anderson,
Assistant Attorney General, notes that interest continues to
accrue on these liabilities at the daily rate of $3,189.85 until
paid in full.

On October 4, 2000, and October 2, 2001, the Debtor filed with
the Department 3 pre-petition Capital Equipment Refund Claims
for an overpayment of Minnesota sales taxes on capital equipment
for the tax years 1999 and 2000.  On March 1, 2001, the Debtor
filed a fourth pre-petition refund claim for an overpayment of
Minnesota gasoline tax for the 2000 tax year.  These four claims
seek a total refund of $2,969,011.71.  Interest accrues on these
claims at the daily rate of $569.40 until paid in full.

The Department asks for stay relief to exercise its valid right
of setoff.  The Debtor has no equity interest in the refunds in
issue, and the refunds are not necessary to an effective
reorganization.

                       LTV Steel Mining Responds

LTV Steel Mining Company objects to the Motion because the
refunds and the tax liabilities belong to it, not LTV Steel.
According to LTV Steel Mining's books, the DOR previously has
collected sales and occupational taxes; however, the Minnesota
Iron Range Resources and Rehabilitation Board, together with
several counties in Minnesota, previously collected taconite
taxes -- not the DOR.

The Debtors remind Judge Bodoh of the Asset Purchase Agreement
between LTV Steel Mining and each of Cliffs Erie LLC, Cleveland-
Cliffs, Inc., Minnesota Power, Rainy River Energy Corporation -
Taconite Harbor, for the Buyers' purchase of assets owned by LTV
Steel Mining.  In that connection, the Buyers, the Debtor, the
State of Minnesota, the IRRRB, the DOR, and other Minnesota
agencies signed a State Master Agreement dated as of October 5,
2001, and incorporated into the sale.  This Agreement provides
that LTV Steel Mining and its Debtor affiliates will not oppose
or contest the characterization of the IRRRB's claim for
taconite production taxes for the 2000 tax year as a priority,
unsecured claim, or the determination of the taconite production
taxes for the 2000 tax year, but only to the extent that the
determination does not exceed $14,767,634.

Therefore, LTV Steel Mining objects to any stay relief because
the DOR's request for offset does not meet the requirement of
mutuality because the DOR and IRRRB are separate agencies.
Further, the pre-petition sales tax is overstated and the
taconite tax exceeds the taconite tax cap. (LTV Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


MALDEN MILLS: Has Until February 18 to File Reorganization Plan
---------------------------------------------------------------
Malden Mills Industries, Inc., the agent for its senior lending
group, and its unsecured creditors' committee have agreed in
principle to terms for a consensual plan of reorganization. U.S.
Bankruptcy Judge Joel B. Rosenthal, at a hearing on January 28,
2003 in Worcester, MA, gave the company until February 18, 2003
to file a proposed plan of reorganization consistent with this
agreement in principle.

Under this agreement, both the agent for the senior lenders and
the unsecured creditors committee have agreed to "vigorously
recommend" approval of this plan of reorganization to their
respective creditor constituencies. This plan should allow
Malden Mills to successfully emerge from Chapter 11 during the
second quarter of 2003.

The plan of reorganization will include an exclusive option in
favor of Malden Mills' CEO and President Aaron Feuerstein to
purchase the interest of the secured lenders and unsecured
creditors to retain ownership of the company. This option, if
exercised by Aaron Feuerstein, will make possible continued
local control of the company and the continuation of Malden
Mills' 97-year commitment to the employees and communities of
Lawrence and Methuen, MA.

CEO and President Aaron Feuerstein stated, "I am thankful to our
lenders, in particular GE Capital, as well as our unsecured
creditors, for working with us towards a plan of reorganization
designed to insure Malden Mills' future success. This past year
has been one of the most challenging in our company's history. I
have often said that our employees are Malden Mills' greatest
asset and the way that we have overcome adversity to continue to
innovate and manufacture high quality Polartecr products has
again proven our people to be world class. I am looking forward
to successfully emerging from Chapter 11 and expect our best
days to lie ahead."

Malden Mills is best known as the innovator, manufacturer and
marketer of Polartec(R) brand technical fabrics. During 2002 and
2003, Malden Mills and Polartec(R) products have continued to
receive strong support from our customers and consumers around
the world. The result has been growing earnings and a stronger
balance sheet. Significant improvements have resulted from the
restructuring of the business including more efficient
manufacturing, faster product commercialization, strengthening
of the Polartec(R) brand and diversification into military,
hunting, fitness and electronic textile markets.

The company filed Chapter 11 on November 29, 2001. The filing
was necessitated by the cost of servicing bank debt. A number of
factors contributed, including the high costs associated with
rebuilding after the devastating December 11, 1995 fire. Company
owner Aaron Feuerstein has continued to be recognized around the
world for his example of corporate responsibility for his
decision to rebuild the day after the fire -- and pay idled
employees during the process. Corporate responsibility to the
employees, community and the environment continue to be the core
values of Malden Mills.


MASTR ALTERNATIVE: Fitch Rates Two Note Classes at Lower-B Level
----------------------------------------------------------------
MASTR Alternative Loan Trust 2003-1 classes 1-A-1, 2-A-1, 3-A-1,
4-A-1, 5-A-1, A-X-1, A-X-2, A-X-3, PO-1, PO-2 and A-R (senior
certificates) are rated 'AAA', by Fitch Ratings. In addition,
the $9.1 million class B-1 certificates are rated 'AA', the $4.3
million class B-2 certificates are rated 'A', the $2.6 million
class B-3 certificates are rated 'BBB', the $2.3 million class
B-4 certificates are rated 'BB', and the $1.1 million class B-5
certificates are rated 'B'.

The 'AAA' rating on the senior certificates reflects the 6.35%
subordination provided by the 2.80% class B-1, the 1.30% class
B-2, the 0.80% class B-3, and the 1.45% privately offered
classes B-4 through B-6 certificates.

Fitch Ratings believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and Wells Fargo
Bank Minnesota, N.A. as Master Serivcer. Fitch currently rates
Wells Fargo a 'RMS1' for Master Servicing.

The trust consists of five cross-collateralized groups of 2357
conventional, fully amortizing 15- to 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate scheduled principal
balance of $327,563,384. The average unpaid principal balance as
of the cut-off date is $138,975. The weighted average original
loan-to-value ratio is 77.77%. The three states that represent
the largest portion of the mortgage loans are California
(22.52%), Florida (7.51%) and Massachusetts (7.19%).

Approximately 2.72% of the mortgage loans are secured by
properties located in the State of Georgia, and 0.75% of the
mortgage loans are covered under the Georgia Fair Lending Act,
effective as of October 2002. Of the mortgage loans covered
under GFLA, 62.84% and 37.16% are purchase money and
refinancings, respectively.

UBS Warburg Real Estate Securities Inc., acquired the mortgage
loans from National City Mortgage Co., Bank of America, N.A.,
American Mortgage Express Corp., Kirkwood Financial Corporation
d/b/a SoCal Loan, The Mortgage Store Financial, Inc., and
Genisys Financial Corp. Additionally, National City Mortgage
Co., Bank of America, N.A., and US Mortgage will initially be
the primary servicers of the loans.

The certificates are issued pursuant to a pooling and servicing
agreement dated January 1, 2003 among Mortgage Asset
Securitization Transactions, Inc., as Depositor, UBS Warburg
Real Estate Securities, as Transferor, Wells Fargo Bank
Minnesota, N.A. as Master Servicer and JPMorgan Chase Bank as
Trustee. For federal income tax purposes, an election will be
made to treat the Trust as a two tier Real Estate Investment
Conduit.


METRIS COMPANIES: Fourth Quarter Net Loss Tops $48.5 Million
------------------------------------------------------------
Metris Companies Inc., (NYSE:MXT) reported a net loss for the
quarter ended December 31, 2002 of $48.5 million. For the full
year 2002, the Company reported a net loss of $33.9 million.
These results included approximately $18 million in pre-tax,
one-time items in the fourth quarter for the write-down of
excess property, equipment and operating leases, and another $7
million of one-time marketing expenses.

"This past year was challenging for Metris," said David
Wesselink, Metris chairman and chief executive officer. "We are
conducting a broad review of our business and operations so that
we can restore the Company to profitability in 2003."

Last week the Company announced it would take a $4.9 million
charge in the first quarter of 2003 for a workforce reduction.
The elimination of approximately 180 positions will result in
approximately $21 million in annual savings.

At December 31, 2002, the Company's owned credit card portfolio
was $846 million, up slightly from $765 million at September 30,
2002. In December, the Company sold a $72.5 million portfolio
that consisted of revoked and 2-cycle plus delinquent accounts.
Managed credit card loans at December 31, 2002 declined by
approximately $270 million to $11.3 billion. The decrease in
managed portfolio balances was due to deliberate actions taken
by the Company to slow account growth, utilize tighter
underwriting standards, and implement more stringent credit line
management strategies.

In the fourth quarter, the owned net charge-off rate was 34.2
percent, compared with 38.4 percent in the third quarter.
Excluding the asset sales, the owned charge-off rate would have
been 5.8 percent in the fourth quarter, compared with 19.5
percent in the third quarter. The managed net charge-off rate
for the fourth quarter was 18.2 percent, compared to 16.5
percent in the third quarter. Excluding the asset sales, the
managed net charge-off rate would have been 16.1 percent in the
fourth quarter, compared to 15.1 percent in the third quarter.
The Company has experienced a higher charge-off rate during 2002
due to the weak economic environment, higher bankruptcies, a
declining receivable base and the 2001 credit line increase
program.

The owned delinquency rate was 0.9 percent at December 31, 2002,
compared to 6.2 percent at September 30, 2002. Excluding the
asset sales, the owned delinquency rate would have been 8.8
percent in the fourth quarter, compared with 11.3 percent in the
third quarter. The managed delinquency rate was 11.1 percent for
the fourth quarter, compared to 10.8 percent in the third
quarter. Excluding the asset sales, the managed delinquency rate
would have been 11.7 percent at December 31, 2002, compared with
11.1 percent at September 30, 2002.

Metris Companies Inc., (NYSE:MXT) 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. Through its enhancement
services division, 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.


METRIS COMPANIES: S&P Places B & CCC+ Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Metris
Companies Inc., including the company's 'B' long-term
counterparty credit and senior unsecured debt ratings and its
'CCC+' subordinated debt rating-on CreditWatch with negative
implications.

The CreditWatch listing follows the Minnetonka, Minn.-based
credit card company's announcement that it is reporting a loss
of $48.5 million for fourth-quarter 2002.

With this loss and charge-offs continuing to run at elevated
levels, Standard & Poor's is concerned that funding for the
company may become increasingly limited. The company's funding
alternatives are already under pressure as management continues
to shrink deposits in its bank subsidiary and the ratings of
many of its ABS have been downgraded.

"Standard & Poor's will decide whether to affirm or lower the
ratings once it meets with management to discuss the status of
the company's discussions with its bankers, as well as any
progress in reining in loan losses and restoring profitability,"
said credit analyst Daniel Martin.


METROMEDIA FIBER: Hurricane Electric Uses PAIX's Peering Fabric
---------------------------------------------------------------
PAIX.net, Inc., a leading carrier-neutral Internet exchange and
subsidiary of Metromedia Fiber Network, Inc., and Technical
service provider Hurricane Electric, announced that Hurricane
Electric has strengthened their San Francisco Bay Area network
utilizing PAIX's expanded peering fabric. The overall scope of
the agreement includes an upgrade in port speed at PAIX's Palo
Alto facility and participation on the newest "Peering by
PAIX(SM)" switch located at CRG West's Market Post Tower in San
Jose.

Hurricane Electric will employ full Gigabit Ethernet ports on
PAIX's switch in each location. This will allow them to handle
vast amounts of traffic and to publicly and privately peer with
participants in either location. In addition, Hurricane Electric
is one of the many participants utilizing full production Ipv6
at PAIX.

The architecture of PAIX's Bay Area expanded peering fabric, one
of several "MetroPAIX(SM)" markets, gives Hurricane Electric a
unique opportunity to exchange their IP traffic throughout the
bay area and provide additional benefits to their customers.
Through their port connections, Hurricane Electric will have the
opportunity to publicly or privately peer and interconnect with
the over 200 of regional, national and international Internet
companies on PAIX's bay area network. Hurricane Electric can
also incorporate their data center customers in Fremont and San
Jose into the "MetroPAIX" network, giving them direct access to
each PAIX and "Peering by PAIX" participant throughout the
metro.

Along with joining "Peering by PAIX(SM)" at Market Post Tower,
Hurricane Electric recently began offering IP services to
customers located in the Market Post Tower Meet-Me-Room. The
Market Post Tower Meet-Me-Room allows customers to freely
interconnect to the world's leading service providers, bypassing
costly local loop charges, in a fully conditioned environment.

Located in the heart of the Silicon Valley, Hurricane Electric
runs their own Nationwide Gigabit Ethernet backbone, ranked
among the top on the nation, out of Market Post Tower. Market
Post Tower is also home to two of Hurricane Electric's several
colocation facilities located nationwide.

"Companies, like Hurricane Electric, are extremely beneficial to
PAIX's customer base in that they enhance the value of our
switch fabrics by increasing the number of accessible networks
and content providers," said Tim Guarnieri, VP and General
Manager of PAIX.net, Inc. "Not only is Hurricane Electric a
customer, but their customers, in essence, become PAIX customers
and could establish their own peering or interconnection
agreements with other PAIX participants."

"Hurricane Electric is pleased to team up with PAIX and be the
first to utilize the expanded peering fabric from Market Post
Tower," said Mike Leber, president of Hurricane Electric. "Our
local and international clients will now have another diverse
path and additional throughput in and out of Market Post Tower
and PAIX in Palo Alto. This will create more reliability and
faster traffic transfer for not only our customers, but for
everyone. "

The San Francisco Bay Area "MetroPAIX" network is a
comprehensive extended peering fabric which is anchored by
PAIX's Palo Alto facility and includes switches deployed in
eXchange Colocation @ 200 Paul Ave. in San Francisco, MFN's two
San Jose Internet Data Centers, and Market Post Tower. By
connecting to the "MetroPAIX" fabric, participants in any of
these locations can interconnect and exchange traffic as if they
were in the same facility.

Hurricane Electric is a Business TSP (Technical Service
Provider) Specializing in Colocation, Dedicated Servers, Direct
Internet Connections, and Web Hosting. Hurricane Electric
operates its own national network, running Gigabit Ethernet and
multiple OC-3's. Check out http://www.he.netto find out more
information about Hurricane Electric.

PAIX.net, Inc., headquartered in Palo Alto, Calif., began
operations in 1996 as Digital Equipment Corporation's Palo Alto
Internet Exchange. Having proven itself as a vital part of the
Internet infrastructure, PAIX serves as a packet switching
center for ISPs and other Internet-centric customers. PAIX also
offers secure, fault-tolerant co-location services to ISPs. PAIX
enables its participants to form public and private peering
relationships with each other and choose from multiple
telecommunications carriers for circuits, all within the same
facility. PAIX is a subsidiary of MFN. To ensure its neutrality,
it operates as a separate entity with its own management. For
additional information visit its Web site at http://www.paix.net

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

MFN is the leading provider of digital communications
infrastructure solutions. The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies. The all-fiber infrastructure enables MFN customers to
share vast amounts of information internally and externally over
private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries including PAIX.net, Inc. commenced
voluntary Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York. For more information on
MFN, visit http://www.mfn.com


MICRON TECHNOLOGY: Issuing $500MM Convertible Subordinated Notes
----------------------------------------------------------------
Micron Technology, Inc., (NYSE: MU) intends to offer, subject to
market and other conditions, approximately $500 million
aggregate principal amount of Convertible Subordinated Notes due
2010 through an offering to qualified institutional buyers. The
interest rate, conversion rate and offering price are to be
determined by negotiations between Micron and the initial
purchasers of the notes.

Micron stated that it expects to grant the initial purchasers a
30-day option to purchase up to an additional $75 million
principal amount of notes.

Micron plans to use the net proceeds of the offering for general
corporate purposes (including working capital, capital
expenditures and research and development) and to further
facilitate the Company's transitions to new product and process
technologies, including its .11 micron line width process
technology and its processing of 300 millimeter wafers. Micron
also intends to use approximately $80 million of the proceeds to
enter into call spread options on its common stock to limit
exposure to potential dilution from conversion of the notes.

In connection with the call spread options, the initial
purchasers are expected to take positions in Micron's common
stock in secondary market transactions and/or enter into various
derivative transactions both in anticipation of and after the
pricing of the notes.


MICRON TECHNOLOGY: S&P Rates New $500-Mil. Conv. Sub. Debt at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its B- subordinated
debt rating to Micron Technology Inc.'s planned sale of $500
million convertible subordinated notes due 2010. At the same
time, Standard & Poor's affirmed its 'B+' corporate credit
rating on Micron. The ratings outlook is stable.

Pro forma for the new issue at Nov. 30, 2002, Micron, based in
Boise, Idaho, the second-largest supplier of dynamic random
access memory semiconductor chips in the world, with about a 23%
market share, had about $1.1 billion of debt and capitalized
leases outstanding.

Proceeds of the note offering will be used, in part, to further
facilitate Micron's transition to 0.11-micron line width in its
chips and its processing of 300-mm wafers. Micron has been
accelerating its technology and product transitions, while the
company is also updating a former Toshiba Corp. factory to
Micron's processes.

"We believe that Micron's competitive position will not weaken
significantly from recent levels, that operating performance
will stabilize, and that financial flexibility will remain
sufficient for intermediate-term operational requirements," said
Standard and Poor's credit analyst Bruce Hyman.

The industry is in transition to double data rate memory from
the currently dominant synchronous DRAM technology. Micron's
transition to DDR DRAM technology, and certain manufacturing
advances, had been somewhat slower than competitors' actions,
which affected its recent market share and operating
profitability.


MORTGAGE ASSET: Fitch Rates Two 2003-1 Note Classes at B/BB
-----------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc., $1.1 billion
mortgage pass-through certificates Series 2003-1, MASTR Asset
Securitization Trust 2003-1 classes 1-A-1, 2-A-1 through 2-A-22,
3-A-1 through 3-A-7, PO, 15-A-X, 30-A-X, and A-R (senior
certificates) are rated 'AAA', by Fitch Ratings. In addition,
the $2.46 million class 15-B-1 certificates are rated 'AA-', the
$0.82 million class 15-B-2 certificates are rated 'A', the $0.21
million class 15-B-5 certificates are rated 'B', the $9.72
million class 30-B-1 certificates and are rated 'AA', the $3.96
million class 30-B-2 certificates are rated 'A', and the $1.0
million class 30-B-4 certificates are rated 'BB'.

The 'AAA' rating on the 1-A-1, 3-A-1 through 3-A-7, PO, and 15-
A-X senior certificates reflects the 1.25% subordination
provided by the 0.60% class 15-B-1, the 0.20% class 15-B-2, the
0.20% class 15-B-3, and the 0.25% privately offered classes 15-
B-4 through 15-B-6 certificates. The 'AAA' rating on the 2-A-1
through 2-A-22, PO, 30-A-X and A-R senior certificates reflects
the 2.80% subordination provided by the 1.35% class 30-B-1, the
0.55% class 30-B-2, the 0.40% class 30-B-3, and the 0.50%
privately offered classes 30-B-4 through 30-B-6 certificates.
Fitch Ratings believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Wells Fargo Bank Minnesota,
N.A., which is rated 'RMS1' by Fitch Ratings.

The mortgage loans have been divided into three groups. The
Class 1 and Class 3 certificates represent an ownership interest
in the Group 1 and Group 3 mortgage loans, respectively. The
subordinate certificates of each Class are cross-collateralized
with both loan Groups. The Class 2 certificates represent an
ownership interest in the Group 2 mortgage loans.

Group 1 consists of fully amortizing, mostly 15-year fixed-rate,
mortgage loans secured by first liens. As of the cut-off date
(January 1, 2003), the mortgage pool demonstrates a weighted
average original loan-to-value ratio of 59.62%. Approximately
14.86% of the loans were originated under a reduced
documentation or stated income program. Cash-out and rate/term
refinance loans represent 27.55% and 62.96% of the mortgage
pool, respectively. Second homes account for 3.24% of the pool.
The average loan balance is $439,549. The weighted average FICO
score is 747. The three states that represent the largest
portion of mortgage loans are California (23.85%), Texas
(11.91%), and Maryland (9.85%).

Group 3 consists of fully amortizing, mostly 15-year fixed-rate,
mortgage loans secured by first liens. As of the cut-off date
(January 1, 2003), the mortgage pool demonstrates a weighted
average original loan-to-value ratio of 57.42%. Approximately
22.12% of the loans were originated under a reduced
documentation or stated income program. Cash-out and rate/term
refinance loans represent 20.22% and 73.75% of the mortgage
pool, respectively. Second homes account for 4.14% of the pool.
The average loan balance is $481,700. The weighted average FICO
score is 743. The three states that represent the largest
portion of mortgage loans are California (39.71%), Maryland
(7.76%), and Virginia (6.68%).

Approximately 3.41% of the Group 1 and Group 3 mortgage loans
are secured by properties located in the State of Georgia, none
of which are covered under the Georgia Fair Lending Act,
effective as of October 2002.

Group 2 consists of fully amortizing, mostly 30-year fixed-rate,
mortgage loans secured by first liens. As of the cut-off date
(January 1, 2003), the mortgage pool demonstrates a weighted
average original loan-to-value ratio of 66.56%. Approximately
25.68% of the loans were originated under a streamlined, reduced
documentation or stated income program, and 0.27% of the loans
were originated under a No Income - No Asset documentation
program. Cash-out and rate/term refinance loans represent 18.01%
and 58.77% of the mortgage pool, respectively. Second homes
account for 2.61% of the pool. The average loan balance is
$468,819. The weighted average FICO score is 742. The three
states that represent the largest portion of mortgage loans are
California (48.12%), Virginia (8.45%), and Florida (5.79%).

Approximately 4.18% of the Group 2 mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act, effective as of
October 2002.

MASTR, a special purpose corporation, deposited the loans into
the trust, which issued the certificates. JPMorgan Chase Bank
will act as trustee. For federal income tax purposes, elections
will be made to treat the trust fund as three real estate
mortgage investment conduits.


MOTHERCARE PLC: Fitch Withdraws Two Lower-B Debt Ratings
--------------------------------------------------------
Fitch Ratings, the international rating agency, has withdrawn
the 'BB-' Senior Unsecured and 'B' Short-term rating of
Mothercare plc. As the company has no outstanding public debt
securities, the ratings have been withdrawn.


MTS INC: S&P Ratchets Corporate Credit Rating Up a Notch to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on MTS Inc., to 'CCC+' from 'CCC' and
removed the rating from CreditWatch with positive implications.

The outlook is negative. Sacramento, Calif.-based MTS had total
debt outstanding of $209 million as of Oct. 31, 2002.

The rating action is based on MTS's improved liquidity position
after obtaining a $100 million senior secured credit facility.

"The transaction eliminated the substantial near-term liquidity
issues facing MTS and lengthened debt maturities until 2005.
Still, credit protection measures remain marginal," said
Standard & Poor's credit analyst Diane Shand.

Standard & Poor's also said that the ratings are likely to be
lowered if there is no sustained improvement in liquidity.

Furthermore, Standard & Poor's believes MTS will be challenged
to improve operating performance significantly in the near term
due to weak conditions in the music industry.

MTS', as well as other music retailers', profitability has
suffered in recent years due to increased competition from
discount stores and industrywide declines in music sales. Store
closings and cost cutting initiatives enabled the company to
improve operating margins in fiscal 2002 (ended July 31) to 8.3%
from 5.3% in fiscal 2001. But margins declined to 6.4% for the
first fiscal quarter of 2003 from 8.6% in the year-ago period
due to declines in sales.


NAT'L CENTURY: Amedisys' Request re Cash Collateral Use Nixed
-------------------------------------------------------------
Amedisys, Inc. is the parent company of 60 home care nursing
offices that provide skilled nursing and other specialized
nursing programs.  Amedisys objects to National Century
Financial Enterprises, Inc., and its debtor-affiliates' use of
cash or cash collateral in JPMorgan's possession, as trustee of
certain securitized accounts receivable financing by and through
NPF VI, Inc.

National Century Financial Enterprises controls the ownership
and operations of National Premier Financial Services and NPF
VI. Stephen E. Chappelear, Esq., at Hahn, Loeser and Parks, LLP,
in Columbus, Ohio, relates that Amedisys entered into a Sale
Agreement with NPFS and NPF VI to finance its ongoing business
operations.

Under the Sale Agreement, NPF VI agreed to purchase certain
accounts receivable from Amedisys at certain designated times.
NPF VI established certain accounts with JPMorgan where the
collections for both the Purchased and Non-Purchased Receivables
were deposited.  Furthermore, under the Sales Agreement, NPF VI
and NPFS acknowledge that certain amounts deposited with
JPMorgan relate to Non-Purchased Receivables and that, the Non-
Purchased Receivables amounts continue to be owned by Amedisys.
JPMorgan is obligated by NPFS to return this amount to Amedisys.

However, Mr. Chappelear reports, on November 7, 2002, JPMorgan
refused to release $7,339,583, the specified amount NCFS
instructed JPMorgan to deliver to Amedisys.  Amedisys filed a
complaint demanding the return of $7,737,569 from the Collection
Accounts relating to Non-Purchased Receivables, as of
October 30, 2002.

Consequently, Amedisys filed a motion for temporary restraining
order.  On the other hand, JP Morgan acknowledged its obligation
to return to Amedisys the Non-Purchased Receivables amounts but
insisted they needed more time to perform an accounting of its
accounts related to the Debtors to determine the exact amounts
it holds that belong to the various parties who have claims
against those accounts.

The funds held by JPMorgan constitute cash collateral pursuant
to Section 363 of the Bankruptcy Code.  The Debtors have nothing
more than a quasi-possessory interest in the funds of Amedisys
held by JPMorgan.  Pursuant to Section 363(c)(2), the debtor-in-
possession "may not use, sell, or lease cash collateral" unless
each entity with an interest in the collateral consents, or
after notice and hearing, the Bankruptcy Court finds that the
creditor's position is adequately protected as required by
Section 363(e).  In the event that JPMorgan, the Trustee,
transfers the funds to the Debtors, Section 363(c)(4) requires
the debtors-in-possession to segregate and account for all cash
collateral that comes into their control.  The debtor must
further place the cash collateral in a separate account and
provide accounting to the entity with interest in the cash
collateral.

Mr. Chappelear asserts that the fund JPMorgan held that belongs
to Amedisys is not property of the Debtors' bankruptcy estates
and any use of the funds would constitute conversion.  In
addition, Mr. Chappelear insists that Amedisys is not adequately
protected.  Any use of cash consisting of funds held by JPMorgan
would risk intermingling estate and non-estate property, placing
Amedisys at risk.  Any use of the funds could result in non-
estate property being converted by the Debtors without any
guaranty that Amedisys would be compensated or that Amedisys
would recover the funds once spent by the Debtors.

Amedisys demands protection of its interest in the property held
by JPMorgan Chase.  Before any transfer of funds to the Debtors,
JPMorgan should be ordered to either:

     (a) turn over Amedisys' money first or,

     (b) escrow funds equal to Amedisys' ownership interest in an
         interest-bearing federally-insured account, pending
         JPMorgan's accounting.

Thus, Amedisys asks the Court to prohibit the Debtors from using
any funds held by JPMorgan Chase prior to the return of
Amedisys' funds, or in the alternative, direct the Debtors to
escrow sufficient funds to protect Amedisys' interest in the
funds.

                         *     *     *

After due deliberation, the Court denies Amedisys' request to
prohibit the Debtors' use of cash or cash collateral. (National
Century Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NORFOLK SOUTHERN: Cuts Dec. 31 Working Capital Deficit to $500MM
----------------------------------------------------------------
Norfolk Southern Corporation (NYSE: NSC) reported fourth-quarter
net income of $129 million, up 12 percent compared with net
income of $115 million in the fourth quarter of 2001.

For the year, net income was $460 million, up 23 percent,
compared to $375 million in the same period a year earlier. Net
income during 2001 included an after-tax gain of $13 million
from the 1998 sale of a former motor carrier subsidiary.

At December 31, 2002, the Company's balance sheet shows that
total current liabilities exceeded total current assets by about
$500 million.

"I am pleased with the substantial improvements in income and
operations during the quarter and 2002 in a year filled with
challenges for everyone in business," said David R. Goode,
chairman, president and chief executive officer. "The value of
service improvements is making itself apparent."

Railway operating revenues set record highs for both the fourth
quarter and the year. In the quarter, revenues reached $1.58
billion, up three percent compared with the fourth quarter of
2001, and for the year, revenues of $6.27 billion rose two
percent compared with the same period in 2001.

Fourth-quarter general merchandise revenues of $914 million
reflected a five percent improvement compared to the fourth
quarter of 2001. All market groups showed revenue gains compared
to the same period of 2001, led by a seven percent improvement
in automotive. For the year, general merchandise revenues of
$3.65 billion increased three percent compared with 2001 and set
a record.

Intermodal revenues in the fourth quarter were $306 million, an
increase of five percent compared to the fourth quarter of 2001.
For the year, intermodal revenues of $1.18 billion were the
highest of any year in Norfolk Southern's history and improved
five percent compared with 2001. The revenue growth reflects the
introduction of new services that enabled conversion of highway
movements to rail as well as improvements in on-time reliability
and service speed.

Coal revenues declined two percent in the fourth quarter to $361
million in the face of less demand for utility coal and
decreased five percent for the year to $1.44 billion compared to
strong 2001 results.

Railway operating expenses in the quarter were $1.3 billion, up
three percent from the fourth quarter of 2001. For the year,
railway operating expenses were $5.1 billion, down $51 million,
or one percent, from 2001.

For the quarter, the railway operating ratio improved to 81.8
percent compared with 82.0 percent in the same period of 2001.
For the year, the operating ratio improved to 81.5 percent,
compared with 83.7 percent a year earlier.

"Our results show that Norfolk Southern is on course and headed
in the right direction," Goode said.

Norfolk Southern Corporation is one of the nation's premier
transportation companies. Its Norfolk Southern Railway
subsidiary operates 21,500 route miles in 22 states, the
District of Columbia and Ontario, serving every major container
port in the eastern United States and providing superior
connections to western rail carriers. NS operates the East's
most extensive intermodal network and is the nation's largest
rail carrier of automotive parts and finished vehicles.


ON SEMICONDUCTOR: Commences Exchange Offer for 12% Senior Notes
---------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN) and its wholly-owned subsidiary,
Semiconductor Components Industries, LLC, have commenced an
offer to exchange $300 million aggregate principal amount of
their registered 12 percent senior secured notes due 2008 for
any and all outstanding unregistered 12 percent senior secured
notes due 2008.

A written prospectus providing the terms of this exchange offer
may be obtained through the exchange agent -- Wells Fargo Bank
Minnesota, National Association, Corporate Trust Department, at
213 Court Street, Suite 703, Middletown, Connecticut 06457. This
exchange offer that commenced on Jan. 29, 2003, expires at
5 p.m. Eastern time (EST) on Feb. 28, 2003.

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


OWENS CORNING: Seeks Extension of Intercompany Tolling Agreement
----------------------------------------------------------------
Owens Corning and its debtor-affiliates seek authority to enter
into an extended tolling agreement, which would toll all
intercompany avoidance actions through December 31, 2003.

The Debtors believe this relief is necessary and appropriate
under the circumstances of these cases, because virtually all
potential intercompany avoidance actions will likely be mooted
by the outcome of the substantive consolidation litigation
scheduled to commence April 1, 2003.  Clearly, an adjudication
that the estates of two or more of the Debtors should be
substantively consolidated would moot any potential avoidance
actions between or among the parties.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reminds the Court that by Order dated June 20, 2002,
the Court authorized the Debtors to enter into an agreement
which tolled intercompany avoidance actions through March 31,
2003, without prejudice to the Debtors' right to request
authority to enter into further tolling agreements.  Pursuant to
the Order, the Debtors duly executed a tolling agreement with
their appropriate affiliates and subsidiaries.

Ms. Stickles points out that the Debtors have proposed a plan,
which provides for substantive consolidation as well as the
disposition of other intercompany avoidance actions.  Given the
terms of the plan, commencement of intercompany litigation at
this point would appear to be an significant waste of estate
assets, as well as a major distraction from the litigation
scheduled to commence on April 1, 2003 and the other matters in
these cases that are case-dispositive.

Ms. Stickles explains that the proposed Extended Tolling
Agreement is designed to ensure, in the event substantive
consolidation is determined not to be appropriate, and the
Debtors' contemplated plan is not confirmed, that any and all
intercompany avoidance actions are preserved for the benefit of
all parties.

The Extended Tolling Agreement basically provides that:

   A. Any and all limitation periods applicable, by virtue of
      Section 546(a) of the Bankruptcy Code or otherwise, to bar
      any claim or remedy or the bringing of any action or
      proceeding that could be brought under any applicable law
      to avoid or recover all or any portion of transfers of
      property recoverable by the Debtors under applicable law or
      the value are to be tolled and extended through and
      including December 31, 2003;

   B. The extension provided for does not prevent the
      commencement of litigation with respect to avoidance
      actions; and

   C. It binds and inures to the benefit of the parties, their
      successors and assigns, the Debtors' estates and creditors,
      and any agent or authorized representative appointed in any
      of the Debtors' cases or in connection with any plan of
      reorganization or liquidation. (Owens Corning Bankruptcy
      News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


OWOSSO CORP: Deloitte & Touche Expresses Going Concern Doubt
------------------------------------------------------------
As of July 30, 2002, Owosso Corporation had one operating
subsidiary, Stature Electric, Inc., representing the Company's
historical "Motors segment." Stature is a custom designer and
manufacturer of motors and gear motors, including AC, DC, and
Universal. Established in 1974 in Watertown, New York, Stature
is a progressive company, which emphasizes a partnership
approach in all aspects of its business. Significant markets for
Stature include commercial products and equipment, healthcare,
recreation and non-automotive transportation. Stature's
component products are sold throughout North America and in
Europe, primarily to original equipment manufacturers who use
them in their end products.

In 1998, the Company formulated a long-term plan to concentrate
on value-added components for industry. In connection with its
implementation of that plan, the Company began a series of
divestitures beginning with the sale of the four businesses
comprising its historical Agricultural Equipment segment. The
sale of the last of those businesses was completed in January
2001 with the divestiture of Sooner Trailer Manufacturing
Company. During that time, however, the Company experienced a
significant down-turn in its operating results and at the end of
fiscal 2000 was out of compliance with covenants under its bank
credit facility.

Throughout fiscal 2001, the Company remained out of compliance
with financial covenants, including maintenance of minimum
operating profit, under its bank credit facility. As a result,
the Company and its lenders entered into a series of amendments
to the facility during fiscal 2001 and 2002, and in each case
the Company's lenders agreed to forebear from exercising their
rights and remedies under the facility. In order to meet the
lenders' requirements for reduced outstanding balances and to
secure the lenders' agreement to forebear, the Company engaged
in a series of divestitures of its operating subsidiaries,
concluding with the sale of its Motor Products subsidiaries,
Motor Products Owosso Corporation and Motor Products Ohio
Corporation in July of 2002. The amendments to the bank credit
facility modified the interest rates charged, called for
reductions in the outstanding balance during calendar 2001 and
2002, added additional reporting requirements, suspended
payments of principal and interest on subordinated debt,
prohibited the payment of preferred or common dividends,
prohibited the purchase of the Company's stock and added a
covenant requiring the maintenance of minimum operating profit.
In December 2002, the Company entered into a further amendment
to the facility which extended the maturity date to December 31,
2003. This amendment requires further reductions in the
outstanding balance based on expected future asset sales and
cash flow generated from operations.

Management intends to dispose of or liquidate additional non-
operating assets during fiscal 2003, including real estate at
the Company's former Cramer Company and Snowmax Corporation
subsidiaries and various notes receivable, which arose from
previous asset divestitures. Proceeds from these sales and
collections, which are expected to be between $1.5 and $2.5
million net of taxes, and an anticipated tax refund of
approximately $1.3 million will be utilized to further reduce
the Company's outstanding balance under its bank credit
facility. Management believes that, along with the sale of
assets, the tax refund, available cash and cash equivalents,
cash flows from operations and available borrowings under the
Company's bank credit facility will be sufficient to fund the
Company's operating activities, investing activities and debt
maturities for fiscal 2003. In addition, management believes
that the Company will be in compliance with its bank covenant
requirements throughout fiscal 2003. It is management's intent
to refinance the Company's bank credit facility prior to its
maturity in December 2003. However, there can be no assurance
that management's plans will be successfully executed.

On July 30, 2002, the Company completed the sale of all of the
outstanding stock of its Motor Products subsidiaries,
manufacturers of fractional and integral horsepower motors. The
purchase price paid by Hathaway Motion Control Corporation for
the outstanding stock of Motor Products consisted of $11.5
million in cash and a promissory note in the principal amount of
$300,000, payable six months after closing. Net cash proceeds of
$10.7 million from the sale, after payment of certain
transaction costs, were utilized to reduce outstanding bank
debt. As a result of this transaction, the Company presently has
only one operating subsidiary, Stature.

Net sales for 2002 were $36.9 million, as compared to net sales
of $54.3 million in 2001, a decrease of 32.0%. Net sales from
Motors, the Company's only remaining segment decreased to $36.9
million in 2002, as compared to $51.4 million in 2001, a
decrease of 28.2%. These results include the effects of the
disposition of Motor Products in July 2002, the effects of the
general economic slowdown on the Company's primary markets,
particularly the heavy truck and recreational vehicle markets,
as well as the effects of increased Pacific Rim competition in
the healthcare market. These results also include the effect of
disposing of Cramer's operating assets (excluding the real
estate) in 2001. Sales attributed to Cramer were $2.9 million in
2001.

For 2002, the Company recorded a loss from operations of $2.9
million, as compared to a loss from operations of $1.9 million
in 2001. These results reflect decreased sales volumes and
decreased margins caused by price pressures and changes in
product mix, as well as the under absorption of overhead costs,
partially offset by a reduction in selling, general and
administrative expenses.

The current year loss includes a charge of $381,000, as compared
to $1.1 million in 2001 for the write-down of net assets held
for sale, related to the Cramer real estate asset.

Net income was $3.8 million in 2002, as compared to a net loss
of $17.6 million in the prior year.

At October 27, 2002, cash and cash equivalents were $524,000.
The Company had negative working capital of $5.4 million, as
compared to negative working capital of $14.4 million at October
28, 2001. This increase in working capital reflects the sale of
the Motor Products subsidiary and an income tax refund that
allowed the Company to pay down the current portion of long-term
debt. Net cash provided by operating activities of continuing
operations was $5.7 million for 2002, as compared to $1.5
million in the prior year. The increase in cash from operations
was principally the result of the sale of the Motor Products
subsidiaries and better operating results.

The Philadelphia, Pennsylvania office of Deloitte & Touche LLP,
supplies the independent auditors for Owosso Corporation and in
the Auditors Report of December 13, 2002 they stated:  "[T]he
Company's recurring losses from operations, working capital
deficiency, default under terms of its credit agreement, and
inability to comply with the covenants of its credit agreement
raise substantial doubt about its ability to continue as a going
concern."


PACIFIC GAS: Secures Open-Ended Exclusive Period Extensions
-----------------------------------------------------------
Four creditors objects to Pacific Gas and Electric Company's
request to extend its exclusive periods:

     1. Northern California Power Agency (NCPA);
     2. The City of Palo Alto;
     3. Merced Irrigation District; and
     4. The City of Santa Clara.

The Objectors assert that:

(a) The timing of the motion requires that it be denied.  The
     confirmation trial of PG&E's Plan is still ongoing.  By
     March 22, 2003, PG&E's Plan may well have been confirmed or
     denied confirmation, or will in any event have moved close
     to the time for the Court's ruling.  If confirmed, any order
     granting the motion, would have no practical effect.  If the
     Court denies confirmation, PG&E's Chapter 11 case, at its
     second anniversary, would have progressed not a single step
     towards plan confirmation;

(b) PG&E's bankruptcy case is not complex.  PG&E asserts it is
     solvent.  It could easily propose a sale, partial sale, or
     liquidating plan, but has not chosen to do so.  Instead,
     PG&E has proposed a complex plan;

(c) PG&E's bankruptcy case has been "pending for a lengthy
     time." If granted, the current extension, would enable PG&E
     to maintain exclusivity for over two years, except as to the
     CPUC.  Twenty-four months is too great an extension;

(d) PG&E is not proceeding in good faith.  PG&E has taken
     advantage of the extended period of exclusivity to suggest a
     plan, which contained multiple provisions requiring denial
     of confirmation as a matter of law;

(e) PG&E has squandered the reasonable prospects for filing a
     viable plan by filing an objectionable plan, and not
     negotiating with key creditors.  PG&E's closest business
     relationship, other than its parent, is with the CPUC.  In
     the context of the bankruptcy case, the most important
     party-in-interest other than PG&E is the creditors'
     committee. PG&E also has and will continue to have long-term
     contractual relationship with many municipalities and with
     the NCPA.  Yet these parties oppose the PG&E Plan.  The CPUC
     even filed its own plan;

(f) The requested extension can have no purpose but to pressure
     creditors.  The grant or denial of the extension will have
     an impact if the Court denies confirmation of the PG&E Plan.
     If the Plan is denied confirmation, any further extension of
     the exclusivity would allow PG&E, after two years, to still
     hold the creditors hostage.  PG&E Corporation's control over
     PG&E limits PG&E's ability to propose or support a
     different, more viable plan;

(g) The PG&E has deprived the Creditors' Committee of material
     and relevant information.  It is impossible for those
     creditors who are not Committee members to know the
     sufficiency of cooperation.  The non-members can say that
     the Committee's communication of information to its
     constituents has been virtually non-existent.  Communication
     is hamstrung by PG&E's almost maniacal demands for
     confidentiality of any shared information;

(h) The Objectors should be ready with a "Plan C" in the event
     that neither the PG&E Plan or the CPUC Plan are confirmed
     and become effective.  A fallback "Plan C" is needed to
     promptly and fairly resolve this case.

     There are only three logical alternatives for a quick
     resolution of this case:

     -- An amended PG&E Plan that purports to pay those creditors
        whose claims PG&E chooses to recognize with junk paper, a
        solution that presumably will add financial creditors to
        the ranks of the other PG&E Plan Objectors;

     -- An amended CPUC Plan with the same deficiencies resulting
        from its adoption of portions of the PG&E Plan, including
        that plan's defects, and ignoring the legitimate concerns
        of the Plan C supporters; and

     -- A Plan C proposed by various parties-in-interest in
        collaboration with the Creditors' Committee providing
        creditor recoveries similar to those of the CPUC Plan
        without the defects of the PG&E and CPUC Plans.  For
        example, a Plan C might provide for tax favorable asset
        sales resulting in cash recoveries for creditors for the
        estate; and

(i) PG&E is unable to negotiate a consensual reorganization plan
     because PG&E Corporation, its parent company and the co-
     proponent of the plan, has "contractually relinquished its
     right to propose, or even accept, any other plan."  PG&E
     Corp. collateralized its own $720,000,000 debt obligation
     due Lehman Commercial Paper Inc., as syndication and
     administrative agent, under a Second and Amended Restated
     Credit Agreement, dated October 18, 2002, with a pledge of
     its stock ownership in PG&E.  The mandatory repayment
     provisions under the PG&E Plan expressly prohibits PG&E
     Corp. from considering any Reorganization Plan that is not a
     "Spin-Off" Plan unless it repays its loans or complies with
     its loan agreement's onerous provisions.

           Creditors' Committee Is Amenable To "Plan C"

The Official Committee of Unsecured Creditors believes that the
Third Amended Plan it co-authored with the CPUC is confirmable
and is the most preferable option for the fastest restructuring
of PG&E.  However, if the Joint Plan is not confirmed, the
Committee agrees that third parties should be given the
opportunity to present alternative restructuring proposals,
provided that they work through or with the Committee to present
any reorganization plan.

                        PG&E Responds

The oppositions are replete with false and unsupported
allegations, as well as, inflammatory rhetoric, PG&E contends.
Hence, PG&E insists that the Court should overrule the
objections.  PG&E points out that:

   -- none of the Objectors or any other party has sought to meet
      the burden required by the Court in its June 27, 2002 Order
      approving PG&E's third motion to extend exclusivity.
      Pursuant to the Order, the Court has required any
      interested party to show why it ought to be entitled to
      break the exclusivity;

   -- contrary to contentions, PG&E's case is exceedingly
      complex.  PG&E's reorganization necessarily implicates
      countless complicated regulatory, statutory and financial
      issues;

   -- the Objectors provide no support for their contention that
      exclusivity should be terminated because this case has been
      pending "for far too long";

   -- there is no support for PG&E's alleged lack of good faith.
      The Plan modifications only reflects PG&E's willingness to
      modify the Plan to reduce potential obstacles to its
      confirmation, based on new developments;

   -- the PG&E Plan is a viable plan, which enjoys broad creditor
      support and is the product of extensive negotiations with
      numerous constituents representing significant diverse
      interests.  PG&E's Plan has been accepted by all but one
      class of creditors who voted on the PG&E Plan.  The support
      is the result of months of arduous negotiations with
      various creditor constituencies, including the "ad hoc"
      committee of certain financial creditors representing some
      $2,000,000,000 claims in Class 5, the unofficial committee
      of mortgage bondholders representing more than $500,000,000
      of claims in Class 3a and a group of major generators
      holding several hundred million dollars of claims in Class
      6.  PG&E has also continued to negotiate and resolve
      concerns from other creditors;

   -- there is no basis that the requested extension can have no
      purpose but to pressure creditors.  The Court has scheduled
      hearing dates on the PG&E Plan confirmation until late
      March 2003.  Hence, even assuming a relatively quick
      decision from the Court regarding the confirmation of the
      PG&E Plan, it would be impossible for PG&E to propose and
      obtain acceptance of an alternative plan by April 30, 2003;

   -- there is no basis for its allegation that PG&E has deprived
      the Creditors' Committee of material and relevant
      information;

   -- the extension of PG&E's exclusivity will not deprive the
      Objectors of the opportunity to negotiate or seek to
      propose an alternative plan; and

   -- there is no support for the allegations that PG&E
      Corporation is precluded from negotiating a consensual
      plan based on its contractual obligations.  PG&E Corp. --
      and not the Debtor PG&E -- is the one subject to certain
      potential consequences if it supports a plan providing for
      the disposition of the Debtor's assets for less than fair
      value.  The Objectors also fail to allege -- let alone
      establish -- that PG&E Corp. would be unable to repay or
      refinance the loan if the speculative chain of events
      actually occurred.

                       *     *     *

Judge Montali has taken the matter under submission and
indefinitely extends PG&E's plan exclusivity period pending
further order.

According to Julie B. Landau, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, the Court indicated that it was unlikely
to consider breaking plan exclusivity until after the current
confirmation hearings are concluded and there are no remaining
"plans on the table." (Pacific Gas Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PETROLEUM GEO-SERVICES: Pays 6-5/8% and 7-1/8% Bond Interest
------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (Oslo:PGS) paid interest
on its 6-5/8% Senior Notes due 2008 and its 7-1/8% Senior Notes
due 2028. The Company previously announced on December 27, 2002
that it would use the 30 day grace period for payment of
interest due December 30, 2002 on these notes.

Under the terms of the notes, no default has occurred as the
interest payment was made within 30 days of the due date.

As reported earlier this month, Fitch Ratings downgraded
Petroleum Geo-Services ASA senior unsecured debt rating to 'C'
from 'CCC' and downgraded PGO's trust preferred securities to
'C' from 'CCC-'. The ratings have been placed on Ratings Watch
Negative.


PHASE2MEDIA: Committee Follows Peter Lubitz to Schiff Hardin
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Phase2Media,
Inc., asks for authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ and retain Schiff Hardin
& Waite in place of Rosenman & Colin LLP, now known as KMZ
Rosenman as its attorneys, effective as of December 23, 2002 --
the date on which Peter Lubitz, the attorney principally
responsible for this case relocated to Schiff Hardin.

The Committee selected Schiff Hardin primarily because of Mr.
Lubitz's intimate familiarity with this case Schiff Hardin's
experience, ability, and knowledge in connection with insolvency
matters generally and in matters involving the Bankruptcy Code,
including cases under chapter 11.

The Committee wants Schiff Hardin to:

      a. provide legal advice to the Committee with respect to
         its duties and powers in these cases;

      b. assist the Committee in its investigation of the acts,
         conduct, assets, liabilities, and financial condition of
         the Debtor, the wind down of its business and the
         liquidation of its assets, and any other matter relevant
         to these cases or to the formulation of a plan of
         reorganization or liquidation herein;

      c. assist the Committee in negotiating with the Debtor and
         other parties in interest concerning the administration
         of this case and, ultimately, to participate in the
         formulation of a chapter 11 plan for the Debtor and/or
         the method, manner and means of its liquidation;

      d. assist and advise the Committee in its examination and
         analysis of the conduct of the Debtor's affairs;

      e. assist and advise the Committee with regard to its
         communications to the general creditor body regarding
         the Committee's recommendations on events and matters of
         significance herein including, but not limited to, the
         method, manner and means of its liquidation whether or
         not in connection with any proposed chapter 11 plan;

      f. assist the Committee in requesting the appointment of a
         trustee or examiner, should such action become
         necessary;

      g. prepare, on behalf of the Committee, any necessary
         applications, motions, orders or other pleadings and
         legal documents as may be required in connection with
         this case;

      h. review and analyze all applications, motions, pleadings,
         adversary proceedings, orders, statements of operations
         and schedules filed with the Court by the Debtor or
         third parties, and advise the Committee with respect
         thereto, and, after approval by the Committee, object or
         consent thereto on its behalf or otherwise appear or
         represent the Committee in connection therewith; and

      i. perform such other legal services as may be required and
         in the interests of the creditors including, but not
         limited to, the commencement and pursuit of such
         adversary proceedings as may be necessary, required or
         authorized.

Peter Lubitz's hourly rate is $550 per hour.  Other
professionals may be required to render services in this case
and their current hourly rates are:

           partners                     $300 - $550 per hour
           associates (Chicago-based)   $165 - $320 per hour
           paraprofessional             $ 60 - $170 per hour

Phase2Media, Inc., an online advertising, sales and marketing
company, filed for Chapter 11 protection on July 18, 2001, Case
No. 01-14020, in the Southern District of New York.  Harold D.
Jones, Esq., at Jaspan Schlesinger Hoffman, LLP, represents the
Debtor in its restructuring effort.  When the Company filed for
protection from its creditors, it listed $18,057,000 in assets
and $19,672,000 in debts.


POLAROID CORP: Court Grants Request to Appoint an Examiner
----------------------------------------------------------
Two creditors complain to Judge Walsh that Polaroid Corporation
and its debtor-affiliates' bankruptcy filing is questionable.
Consequently, they ask the Court to create an equity committee
or appoint an examiner to investigate Polaroid's accounting
practices and reporting procedures.

                     Leonard Lockwood's Letter

Leonard Lockwood, a retiree, relates that during July 2001,
Polaroid filed their last Form 10-Q reflecting a $200,000,000
net loss for the first two quarters of 2001.  On this filing,
Polaroid also informed the SEC of their intent to default on
bond interest payment due in July and August 2001.  By
defaulting on the long-term debts, these obligations became due
and payable during August and September 2001.  By changing this
$500,000,000 long-term debt to short-term, Polaroid could file
for bankruptcy. Rightly so, when Polaroid filed for bankruptcy
protection in October 2001, its short-term debt was
$948,000,000.

In analyzing the last Form 10-Q, Mr. Lockwood found out that
during the first two quarters of 2001, the CFO:

     -- recorded some one-time write offs amounting to
        $133,000,000,

     -- failed to report $40,000,000 gain on the sale of real
        estate, and

     -- attributed the remaining loss of $27,000,000 to an
        increase in the cost of goods produced to sales ratio.

This ratio increased from 53% to 70% during the first two
quarters of 2001 resulting in $80,000,000 in production costs
overruns.  If management had controlled production costs and
creative write offs, they would have shown a profit.  All but
$27,000,000 of the $200,000,000 loss reported was one-time write
offs or paper loss only.  The $27,000,000 can be attributed to
extremely poor management or fraudulent planning for bankruptcy.

Moreover, Mr. Lockwood continues, Polaroid's CFO failed to
submit the required Form 10-Qs to the SEC for the 3rd and 4th
Quarters of 2001.  However, based on their operation for the
first two quarters, Mr. Lockwood, as a professional accountant
and comptroller, speculates that the company made a profit for
the last two quarters of 2001.  Furthermore, Mr. Lockwood
believes that Polaroid did not file any reports with the SEC to
conceal from potential bidders the true value of their
operations.  This belief is reinforced by Polaroid's failure to
report the fair market value of their assets in their bankruptcy
filling, but instead only reported the deflated book values.
Hence, Polaroid was auctioned off in July 2002 for $255,000,000
and the new owners acquired approximately $230,000,000 in cash
and cash equivalents along with all other assets with a fair
market value of over $2,000,000,000.

As a comptroller for 17 years, Mr. Lockwood tells Judge Walsh
that he had prepared numerous Cash Flow Statements to ensure
meeting cash demands for certain periods of time.  Based on this
calculation, utilizing the worst-case scenario for consistent
poor management, Polaroid's projected cash flow for July 1, 2001
through December 31, 2001 would have a positive value and there
would be no need to default on the bond interest payments or
declare bankruptcy even if the company did not reflect a profit
for the period.

On May 8, 2001, Polaroid conducted their last annual meeting.
At this meeting, 10 directors were elected to serve on the board
of directors until the next annual meeting on May 8, 2002.
However, Mr. Lockwood notes, Polaroid failed to conduct this
meeting in violation of their by-laws.  Mr. Lockwood believes
that Polaroid did not hold the meeting because it was afraid of
their stockholders and feared that they would elect 10 new
directors to replace the old directors, which had failed to
safeguard the company's assets.  In addition, it is to Mr.
Lockwood's understanding that the directors who did not stand
for election at a 2002 annual meeting are known to have taken
preference payments just prior to the bankruptcy from a deferred
compensation plan.

Based on these findings, Mr. Lockwood tells the Court that
Polaroid's management committed fraud in their bankruptcy filing
and subsequent actions.

                    George Maiorelli's Letter

George Maiorelli, a financial consultant of Total Financial
Management, informs the Court that he reviewed the Treasury
account of Polaroid over the past 10 years and found that there
are serious accounting and SEC disclosure issues that call for
the review of an equity committee or a court-appointed examiner.
Mr. Maiorelli contends that:

     -- a case for the conversion of assets for the benefit other
        than the shareholders should be investigated;

     -- there is a strong indication that reports to the
        Securities and Exchange Commission were not filed
        candidly or not at all;

     -- the agenda of management was long-standing and in
        opposition of the best interests of the shareholders,
        despite the published reports proffered to the SEC;

     -- the lack of openness has made it nearly impossible for
        the Investment Advisor and definitely impossible for the
        average investor to make knowledgeable decisions; and

     -- at the very least, there is an apparent misfeasance or
        malpractice on Polaroid's management or at the most,
        criminal acts may have been committed.

Mr. Maiorelli explains that his findings are a product of 150
hours of doing the review.  However, Mr. Maiorelli concedes that
it is a preliminary report that needs more time and attention
from professionals possessing more current experience in both
the accounting field and securities regulations.  In addition,
Mr. Maiorelli says, he does not have the authority to get hold
of other documents not readily available to the public to have a
more thorough investigation.

                        Other Parties Join In

1. Stephen J. Morgan

    Mr. Morgan reports that he had reviewed the analyses of Mr.
    Lockwood and Mr. Maiorelli and, based on this information, he
    communicated to the Court in various motions that sufficient
    information has already been presented that should prompt the
    Court to order a broad independent examination of the facts.
    "The information is compelling and it should be noted that
    the banks and legal professionals in this case are likewise
    involved in other similar cases," Mr. Morgan emphasizes.

    Mr. Morgan, through his own investigation, learned that
    Polaroid engaged in:

     -- questionable declaration of assets;

     -- concealment of significant assets, including a camera
        factory in Shanghai and a film manufacturing plant in the
        Netherlands, by failing to disclose them in their
        schedules;

     -- improper valuation of assets;

     -- possible inside trading on the sale of the ESOP stock;
        and

     -- violation of SEC regulation ST/SK that can be criminal in
        nature based on intent.

2. Polaroid Retirees Association

    PRA believes that an investigation is warranted because:

     (a) Polaroid's Statement of Operations from October 12 to
         December 31, 2001 is deceiving and unexplained
         discrepancies are found;

     (b) there is an obvious pattern adopted by Polaroid to
         purposefully understate the assets and overstate the
         losses, when the clear intent is to sell the company;

     (c) the ESOP Trust was liquidated by the Trustee without
         prior notice to, or consent by, the plan participants.
         By selling and dispending the ESOP shares, the Trustee
         removed a powerful voting block and returned little
         value to the ESOP participants.  The power of this
         voting block could have changed the course taken by
         Polaroid Management, which was to sell the assets of the
         company rather than submit a plan of reorganization;

     (c) there is evidence that Polaroid Management, prior to
         filing for bankruptcy, breached their fiduciary duties
         and violated ERISA law when the plan administrators
         continued to make lump sum payments from the Pension
         Fund when it was clear that the practice was seriously
         depleting the fund assets and placing the pensions of
         over 6,000 retirees in grave jeopardy; and

     (d) with the implementation of the Severance Program, it
         appears that Polaroid lured employees into taking an
         early retirement program, knowing in advance, and not
         advising the participants, a false promise was being
         made, and that the Corporation did not intend to meet
         its obligations.

3. Congressman William D. Delahunt

    Mr. Delahunt relates that he had followed the tribulations
    of Polaroid closely.  For more than a year now, Mr. Delahunt
    pursued with corporate officials and relevant federal
    agencies the problems relating to Polaroid's management,
    accounting practices, employee and retiree benefits.

    During the course of these proceedings, Mr. Delahunt
    communicated his concerns to the U.S. Trustee and have been
    frustrated by the lack of aggressive response.  "At stake is
    not only the human impact on employees, retirees,
    stockholders and creditors, but also public confidence in yet
    another arena of the financial marketplace."

    Mr. Delahunt informs Judge Walsh that the U.S. Trustee
    explained that the key factor is the "fairness" of the
    bankruptcy sale -- whether one party had access to more or
    better information, or deviated from Court ordered
    procedures. However, Mr. Delahunt notes, the Court was never
    informed of numerous specific allegations with insider
    implications, which the U.S. Trustee conceded "might well
    have been relevant."

    Admittedly, the claims are circumstantial.  Mr. Delahunt
    points out that the landscape appears to be littered with
    inconsistencies, contradictions and misleading information.
    Hence, "it is in the spirit of transparency and
    accountability that I respectfully encouraged the appointment
    of an examiner," Mr. Delahunt says.  For the sake of the
    retirees who have lost their health insurance and pensions,
    disabled employees who have been fired, or shareholders who
    are left to pay the price, it is imperative for the Court to
    have access to the entire record.

    "To this day, after a year of allegations of inappropriate
    insider dealings relating to the auction, we still don't even
    know the identity of the owners and investors of One Equity
    Partners," Mr. Delahunt relates.  "During the course of these
    proceedings, company officials declined to meet with my
    congressional colleagues and me to discuss these questions.
    The new owner even failed to respond to a similar
    invitation," Mr. Delahunt adds.

    Mr. Delahunt tells the Court that it is his intention to
    re-introduce the legislature that will provide bankruptcy
    judges and trustees greater discretion to review corporate
    transactions in the 108th Congress.  He hopes to see the bill
    enacted into law.

                        U.S. Trustee Responds

After reviewing the allegations, request and joinders, Donald F.
Walton, Acting U.S. Trustee for Region 3, makes these
observations:

     (a) The $40,000,000 gain from the sale of real estate is not
         set forth as a discrete item in Polaroid's income
         statement, but is reported in the company's cash flow
         statements for the applicable period;

     (b) The one-time write offs of $133,000,000 that Mr.
         Lockwood describes were not isolated events.
         Significant write-offs have been taken a number of times
         over the years; the company wrote off almost
         $340,000,000 of restructuring charges in 1997 and
         $50,000,000 of restructuring charges in 1998;

     (c) Polaroid's failure to file Form 10-Q with the SEC for
         the second half of 2001 and its failure to issue an
         annual report for 2001 appears to be matters for the SEC
         rather than for the Office of the U.S. Trustee.  Indeed,
         Mr. Walton believes that the Polaroid shareholders have
         already addressed these matters to the SEC and have
         sought the SEC's intervention;

     (d) Polaroid's failure to hold an annual meeting in 2001
         appears to be a matter of corporate governance; and

     (e) The U.S. Trustee previously addressed Mr. Morgan's
         motion to compel the appointment of an equity committee,
         and the Court denied that motion.

Mark S. Kenney, Esq., in Wilmington, Delaware, points out that
the Lockwood and Maiorelli motions do not assert any factual or
legal bases for appointment of an equity committee that have not
already been addressed by the Court.  Accordingly, Mr. Walton
asks the Court, insofar as the motions seek the appointment of
an equity committee, to deny the motion.

Although the appointment of an equity committee should be
denied, Mr. Kenney notes, Messrs. Lockwood and Maiorelli have
requested alternative relief, the appointment of an examiner.
Section 1104(c) of the Bankruptcy Code provides that:

    "If the Court does not order the appointment of a trustee
    under this Section, then at any time before the confirmation
    of a plan, on request of a party-in-interest or the U.S.
    trustee, an after notice and a hearing, the court shall
    order the appointment of an examiner to conduct an
    investigation of the debtor as is appropriate, including an
    investigation of any allegations of fraud, dishonesty,
    incompetence, misconduct, mismanagement, or irregularity in
    the management in the affairs of the debtor of or by current
    former management of the debtor, if:

      (1) such appointment is in the interests of creditors, any
          equity security holders, and other interests of the
          estate; or

      (2) the debtor's fixed liquidated, unsecured debts, other
          than debts for goods, services, or taxes or owing to
          an insider, exceed $5,000,000."

Mr. Kenney relates that the statutory predicates for appointment
of an examiner under Section 1104(c)(2) have been met -- a
request for an examiner has been made by a party-in-interest and
the Debtors' fixed liquidated unsecured debts, other than debts
for goods, services, or taxes, or owing to an insider, exceed
$5,000,000.

Mr. Walton submits that the appointment of an examiner is
mandatory and not subject to the Court's discretion, to assess
whether the accounting methods, practices or irregularities
described in the Lockwood and Maiorelli motions materially
undervalued the assets of the company and resulted in an
inappropriate liquidation of Polaroid's assets.

                 Debtors and Committee Jointly Object

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, contends that the requests for the
appointment an examiner should be denied because:

A. The Parties have failed to demonstrate cause to appoint an
    examiner in these cases under Section 1104 of the Bankruptcy
    Code when:

    -- the Debtors did not engage in any fraudulent activities in
       connection with or in preparation for their bankruptcy
       filing and the Parties have not offered anything other
       than pure speculation and bald accusations to support
       their claims of fraud;

    -- the Parties have waited until this late stage of these
       bankruptcy cases to attempt to have an examiner appointed;
       and

    -- the appointment of an examiner at this stage of the
       bankruptcy cases would only serve to disrupt the
       bankruptcy proceeding and increase the administrative
       expenses being incurred by the Debtors while providing no
       discernable benefit to the Debtors or their estates;

B. The Debtors have appropriately disclosed their assets;

C. The Debtors have properly valued their assets and
    liabilities.

    According to Mr. Galardi, the Debtors' use of book value,
    including the use of "undetermined", is appropriate.  The use
    of book value is consistent with generally accepted
    accounting principles and how an entity would publicly report
    the value of its assets and liabilities.  Moreover, the use
    of book value when compiling schedules and statements is
    quite customary in this jurisdiction.

    In addition, Mr. Galardi assures the Court, the Debtors have
    properly listed only the Debtors' assets on the
    Schedules and Statements;

D. The prior findings of this Court are binding on the Parties.

    Mr. Galardi notes that the Court has already specifically
    held that:

    -- the Debtors' assets and liabilities were properly
       disclosed in the Schedules and Statements;

    -- the assets and liabilities were properly disclosed to
       interested bidders in connection with the Sale;

    -- the Sale provided a true market test of the value of the
       Debtors' assets; and

    -- the Sale was in the best interest of the Debtors' estates
       and allowed the Debtors to obtain the greatest recovery
       possible for the largest creditor body; and

E. Mr. Lockwood's analysis of the Debtors' financial condition
    is mere speculation and is factually incorrect since:

    -- the Debtors did not have to default on any long-term debts
       to qualify for protection under Chapter 11 of the
       Bankruptcy Code, but did not have sufficient cash flow to
       meet their obligations under their secured prepetition
       credit facility, principal and interest payments due on
       their unsecured bond debt;

    -- the Debtors did not intentionally default on their bond
       debt obligations to somehow qualify for bankruptcy; and

    -- the write-offs were proper based on the Debtors' projected
       costs in connection with an involuntary severance program
       designed to reduce the number of employees and, thereby,
       reduce overhead and excess manufacturing capacity.

In the same manner, Mr. Galardi argues that the request for the
creation of an equity committee is inappropriate under Section
1102(A) given that the Parties have not presented any facts to
support their allegations of fraud and that equity is simply out
of the money.  In fact, it is even less appropriate now than it
was when the Court originally denied the Equity Committee Motion
since the Debtors have closed the sale of the assets and the
proposed plan provides no distribution to equity.

Furthermore, using the factors set forth in In re Kalvar
Microfilm, Inc., an equity committee is not warranted because:

     -- the Debtors have liabilities well in excess of their
        assets;

     -- the appeal on the asset sale, while still pending, has
        very little chance of success;

     -- although these bankruptcy cases are very large and the
        shares of Polaroid are widely held and publicly traded,
        the Debtors' capital structure at this point is not
        complex; and

     -- at this stage of the bankruptcy cases, the interests of
        equity security holders are adequately represented by the
        board of directors and by the Committee.

Aside from being factually and legally incorrect, Mr. Galardi
tells the Court that the Parties have failed to comply with the
Bankruptcy Rules, the Local Rules of the U.S. District Court for
the District of Delaware or the Local Rules of the U.S.
Bankruptcy Court for the District of Delaware in filing and
serving the Requests, because:

     -- Mr. Maiorelli, by his own admission, is not a party-in-
        interest in these bankruptcy cases but a simple financial
        advisor for a small group of current Polaroid
        shareholders;

     -- the Requests were sent as letters to the Court and were
        not served in accordance with the Bankruptcy Rules, the
        Local District Rules or the Local Bankruptcy Rules, and
        the Requests are not even in the proper form for motions
        under these Rules; and

     -- although the Movants are pro se parties, their status
        does not give them liberty to disregard the Bankruptcy
        Rules and the procedural rules of this Court.

Accordingly, the Debtors and the Creditors' Committee ask the
Court to deny the Parties' requests.

                       *     *     *

During the hearing, Judge Walsh relates that he has reviewed the
letters and the responses filed.  Judge Walsh notes that many of
the issues that have been raised by Mr. Lockwood were addressed
in a number of hearings and motions.  "It certainly was my
impression, and, indeed, I hope it is and at the time was a fact
that we had a very active Creditors' Committee being advised by
qualified professionals who diligently pursued a conclusion to
this case of the benefit of creditors."

And just by way of illustration, Judge Walsh points out that
regardless of Polaroid's management prepetition and the
accounting practices and procedures prepetition, "the fact of
the matter is that whatever the balance sheet shows in the
marketplace, the trading of the stock reflected that when the
petition was filed, the stock was worth 28 cents a share."  "I
think the market is the appropriate test for the value of this
business.  And as in many, many cases, the book values have
become meaningless," Judge Walsh says.

However, Judge Walsh notes that there are very serious
allegations of fraudulent conduct.  The Court agrees with the
U.S. Trustee that the appointment of an examiner is probably in
order.

"Now, who that examiner will be will obviously be the decision
of the U.S. Trustee.  It strikes me that it should be a
sophisticated accounting person because I think those are the
core issues.  But I leave that up to the U.S. Trustee," Judge
Walsh says.

Accordingly, the Court grants the request to appoint an examiner
and denies the request for the creation of an equity committee.
(Polaroid Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


REPRO MED: Seeking New Financing to Ameliorate Liquidity Status
---------------------------------------------------------------
Repro Med Systems Inc., incurred a net loss of $102,748 during
the nine-months ended November 30, 2002. The Company intends to
raise additional capital or financing, to improve their
liquidity. These factors create substantial doubt as to the
Company's ability to continue as a going concern.

Sales of its core products increased for the nine months ended
November 30, 2002 vs. the nine-months ended November 30,2001,
with its Freedom60 sales increasing by 28% and Res-Q-Vac sales
increasing by 14%. Net sales decreased slightly by 3% overall
from $1,301,956 (2001) to $1,268,628 (2002) for the quarter due
in large part to the loss in sales of approximately $201,318
from a major OEM customer for the nine-months ended November
30,2002 and the elimination of a low margin product line that
has been phased out over the last year.

Gross profit increased to 30% of net sales in 2002 from 27% in
2001 primarily resulting from cost containment reductions and
reductions in material costs.

During June 2000, Repro Med Systems negotiated a $200,000 line
of credit with M&T Bank that is guaranteed by the President and
one of the Company Directors. The line of credit was intended
for material purchases for new orders and tooling. As of
August 31, 2002, $200,000 has been advanced on the line of
credit. Although the line expired on June 30,2001, the bank
verbally renewed the line through February 2003.

The Company is attempting to achieve and maintain positive cash
flow by continuing to increase sales for the FREEDOM60 and RES-
Q-VAC, decreasing material costs and by pursuing capital
investment through debt or equity. The Company is working with
outside distributors to increase market share in the European
markets for the RES-Q-VAC, and to introduce the FREEDOM60 into
the European market. Currently, its distributor for the
FREEDOM60 in Italy is marketing the product and has received an
initial order. Repro is in the process of validating new lower-
cost and more efficient vendors for its raw materials, which
will assist it in continuing to improve its margins on its
current products. The Company has sufficient capital for ongoing
needs based on anticipated sales growth in the next six months
and continuing to maintain careful control of expenses. The
funds available on November 30, 2002 are expected to meet cash
requirements as planned under current operating conditions at
least for the next 12 months.


RHYTHMS NETCONNECTIONS: Court Fixes February 4 Admin. Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixes the bar date by which all entities wishing to assert
certain administrative expenses against the Rhythms
NetConnections Inc.'s estates must file their proof of claim, or
be forever barred from asserting that claim.  The Court sets
February 4, 2002 as the Administrative Claims Bar Date.

All written proofs of claim must be received by 4:00 p.m. (EDT)
on the Bar Date and delivered by:

     (i) mail to:

         United States Bankruptcy Court for the
           Southern District of New York
         Rhythms Net Claims Processing Center
         P.O. Box 5019, New York,
         New York 10274-5019

         or

   (ii) delivered by messenger or overnight courier to:

        United States Bankruptcy Court for the
          Southern District of New York
        Rhythms Net Claims Processing Center
        One Bowling Green, New York
        New York 10004-1408

Claims which are excluded on the Administrative Bar Date are:

      a. claims already properly filed an administrative expense
         claim;

      b. administrative expense claim that has been previously
         allowed by an order of this Bankruptcy Court;

      c. claims by one of the Debtors or an affiliate of any of
         the Debtors and holds an administrative expense claim
         against any of the other Debtors or any of their
         affiliates;

      d. claims by professional retained by any of the Debtors or
         the statutory committee of unsecured creditors appointed
         in these chapter 11 cases pursuant to section 327 of the
         Bankruptcy Code; and

      e. claims which arises and is due and payable in the
         ordinary course of the Debtors' businesses.

Rhythms NetConnections provides Internet access and remote
network connections using high-speed digital subscriber line
(DSL) technology.  It filed for Chapter 11 protection on
August 1, 2001.  Paul M. Basta, Esq., at Weil Gotshal & Manges,
represents the company in its restructuring efforts.  When
Rhythms NetConnections filed for protection from its creditors,
it listed $698,527,000 in assets and $847,207,000 in debt.


SAFETY-KLEEN: PwC Litigation Distribution & Reserve Under Plan
--------------------------------------------------------------
The PwC Litigation Distribution is contingent on the outcome of
the litigation in the Bankruptcy Court and the suit in the state
court.

On October 7, 2001, SKC, along with Robert Luba, the Estate of
John Rollins, Sr., John Rollins, Jr., David E. Thomas, Jr.,
Henry B. Tippie, James L. Wareham and Grover C. Wrenn filed an
action in the Circuit Court of South Carolina, Richland County,
against PricewaterhouseCoopers LLP and PricewaterhouseCoopers
LLP (Canada). The complaint seeks over $1,000,000,000 from the
defendants.  The complaint alleges, among other things, that the
PwC defendants were negligent and reckless in failing to comply
with applicable industry and professional standards in their
review and audit of Safety-Kleen Corp., and its debtor-
affiliates' financial statements and in failing to detect and
report material misstatements in those financial statements.

The PwC State Court Action includes as causes of action --
breach of contract, breach of contract accompanied by a
fraudulent act, professional negligence, negligent
misrepresentation, violations of the South Carolina Unfair Trade
Practices Act, and a seeks declaratory judgment for
indemnification on the plaintiff directors' behalf.

PwC and PwC-Canada have filed counterclaims for contribution and
indemnity.  Furthermore, PwC has filed counterclaims alleging
fraud, deceit, negligent misrepresentation and violations of the
Federal Racketeer Influenced and Corrupt Organizations Act.
Each of these counterclaims are for set-off purposes only and
pursuant to a stipulation and order entered by the Bankruptcy
Court on August 13, 2002, neither PwC nor PwC-Canada is seeking
affirmative relief from SKC.

                PwC Litigation Distribution Reserve

The Trustee will establish the PwC Litigation Distribution
Reserve for disputed claims by withholding from the PwC
Litigation Distribution an amount of Cash equal to the amount of
Cash each holder of a Class 4 through 7 Disputed Claim would be
entitled to based on the estimated amount of each Disputed Claim
as determined by the Bankruptcy Court. If the Trustee elects not
to request an estimation of a Class 4, 5, 6 or 7 Disputed Claim
from the Bankruptcy Court, then the Trustee will withhold an
amount of Cash equal to the face amount of the Claim. (Safety-
Kleen Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SEVEN SEAS: Final Cash Collateral Hearing Slated for Monday
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
gave its nod of approval to Seven Seas Petroleum, Inc., to use
its Secured Lenders' Cash Collateral on an interim basis.

Prior to the Petition Date, the Debtor entered into two separate
credit facilities, which are substantially secured by all of the
Debtor's assets.  The Debtor relate that Chesapeake Energy
Corporation purchased from the Debtor a 12% Senior Secured Note
due 2004 in the stated principal amount of $22,500,000.  The
U.S. Trust Company of Texas, N.A. serves as trustee for holders
of the Debtor's 12% Senior Secured Notes in the stated principal
amount of $22,500,000.

As of the Petition Date, the Debtor discloses that the Secured
Lenders hold a valid, enforceable and allowable claim against
the Debtor's estate in the aggregate principal amount of
$45,000,000.

The U.S. Trust Company of Texas, being the Collateral Agent has
permitted the use of Cash Collateral in order to provide
immediate and irreparable harm to the Debtor's estate, which
will occur if the Debtor is not allowed to use this Cash
Collateral. Without the use of Cash Collateral, the Debtor will
be unable to retain or pay employees, maintain the value of the
estate assets, provide financial information, maintain the
Subsidiaries status as operator of their producing interests,
coordinate and execute the sale of the Sale Assets, or to
perform any of the tasks which are necessary to maximize the
value of the estate assets.

The Debtor is authorized to use Cash Collateral through
January 31, 2003, to pay the actual, necessary and ordinary
expenses incurred in connection with the operation of the its
business and the businesses of the Subsidiaries up to but not
exceeding these Budget amounts:

           SSPUSA Expenditures                $144,000
           BOGOTA Expenditures                 792,000
           Total Cash Collateral Request       936,000
           Anticipated Receipts             $1,747,000

A Final Hearing on the Cash Collateral Motion will take place on
February 3, 2003 at 11:00 a.m. before the Honorable Wesley W.
Steen at the United States Court, 515 Rusk Avenue, Houston,
Texas 77002.

On December 20, 2002 a group of its creditors filed a petition
to involuntarily adjudicate Seven Seas as a chapter 7 debtor.
Seven Seas consequently consented to the Adjudication under
Chapter 11 on January 14, 2003.  Tony M. Davis, Esq., at Baker
Botts LLP, represents the Debtor in its restructuring efforts.
As of September 30, 2002, the Company listed $180,389,000 in
total assets and $185,970,000 in total debts.


SHELBOURNE PROPERTIES: Sells Livonia Plaza for $13 Million
----------------------------------------------------------
Shelbourne Properties III, Inc., (Amex: HXF) sold its property
located in Livonia, Michigan commonly referred to as Livonia
Plaza for a sale price of $12,969,000. After satisfying the debt
encumbering the property, closing adjustments and other closing
costs, net proceeds were approximately $7,800,000.

The Board of Directors and Shareholders of Shelbourne Properties
III, Inc. have previously approved a plan of liquidation for
Shelbourne Properties III, 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.


SUN HEALTHCARE: Seeks 3rd Claims Objection Deadline Extension
-------------------------------------------------------------
The Reorganized Sun Healthcare Debtors ask the Court to further
extend the time to object to claims through and including
March 27, 2003.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, explains that a further extension of the
claims objection deadline is necessary to allow sufficient time
to complete the evaluation of, and objections to, all
outstanding claims.  The review and objection process has not
proceeded as quickly as anticipated due to the implementation of
Rule 3007 of the Delaware Local Rules of Bankruptcy Procedure,
which limits the number of claims that may be objected to per
month.  There are still claims that the Debtors have not yet
reviewed and motions not yet filed with the Court.  Mr. Collins
contends that the deployment of Arthur Andersen and the turnover
of the Debtors' personnel have likewise slowed down the claims
evaluation process to some degree.

This extension, Mr. Collins says, is not sought to delay or
prejudice claimants.  Mr. Collins assures the Court that the
Reorganized Debtors will continue to diligently pursue timely
and efficient resolution of the remaining claims.

Judge Walrath will consider the Debtors' request during the
hearing on February 24, 2003 at 8:30 a.m.  By application of
Delaware Local Rule 9006-2, the Debtors' Claims Objection
Deadline is automatically extended until the conclusion of that
hearing. (Sun Healthcare Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SWAN TRANSPORTATION: Taps Ballard Spahr as Bankruptcy Co-Counsel
----------------------------------------------------------------
Swan Transportation Company asks the U.S. Bankruptcy Court for
the District of Delaware for permission to hire Ballard Spahr
Andrews & Ingersoll, LLP as Co-Counsel under a general retainer
to perform the legal services necessary in this case.

The professional services that Ballard Spahr will render
include:

      a. Providing legal advise with respect to the Debtor's
         powers and duties as debtor-in-possession in the
         continued operation of its business and management of
         its property;

      b. Preparing on behalf of the Debtor all necessary
         applications, motions, answers, orders, reports, and
         other legal papers;

      c. Appearing in court to protect the interests of the
         Debtor and its estate;

      d. Advising on local practices and procedures and
         determinative case law within the jurisdiction; and

      e. Such other tasks and duties that the Debtor requests
         that are reasonable, not duplicative of the services
         provided by Bracewell & Patterson, L.L.P.

The regular hourly rates for Ballard Spahr's paralegals and
attorneys are:

           Paralegals       $90 to $210 per hour
           Associates       $175 to $370 per hour
           Partners         $260 to $270 per hour

The professionals primarily responsible in this engagement are:

           Kelly Gordon       Paralegal     $145 per hour
           Tobey M. Daluz     Partner       $385 per hour

Swan Transportation Company filed for chapter 11 protection on
December 20, 2001. Tobey Marie Daluz, Esq., Kurt F. Gwynne, Esq.
at Reed Smith LLP, and Samuel M. Stricklin, Esq. at Neligan,
Tarpley, Stricklin, Andrews & Folley, LLP, represent the Debtor
in its restructuring efforts. When the Company filed for
protection from its creditors, it listed assets and debts of
over $100 million.


TECHNICAL OLYMPIC: S&P Assigns Prelim. B+ $100MM Sr. Note Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating to Technical Olympic USA Inc.'s proposed $100 million
senior unsecured note issue.

At the same time, ratings are affirmed on the corporate credit
rating, $200 million of existing senior unsecured notes, and
$150 million of existing senior subordinated notes. The outlook
is stable.

The ratings acknowledge this mid-sized homebuilder's substantial
presence in several key homebuilding markets, the historical
profitability of its two predecessor companies, and its
relatively conservative capital structure. These strengths are
tempered by the risks inherent in the ongoing integration of two
previously autonomous companies under one new senior management
team.

Hollywood, Fla.-based TOUS is a mid-sized regional homebuilder
with 5,085 home deliveries and $1.35 billion in homebuilding
revenues in 2002. The company was formed by the June 2002 merger
of privately held Engle Holdings Corp., into the publicly traded
Newmark Homes Corp. Newmark is a publicly traded entity on the
NASDAQ exchange, though closely held with approximately 91.75%
of shares owned by subsidiaries of Technical Olympic S.A.  TOSA
is a general construction company based in Athens, Greece.  TOSA
has four members on TOUS' 10-member board of directors and is
not presently rated by Standard & Poor's.

Today, TOUS operates 159 active communities in markets such as
Orlando, South Florida, Austin, Southwest Florida, and Denver.
The company also operates in Houston, Phoenix, Northern
Virginia, Nashville, San Antonio, and Baltimore. TOUS constructs
primarily first- and second-time move-up homes with an average
price of about $265,000. TOUS controls 19,142 lots, which
equates roughly to a four-year supply. About one-half of these
are owned, and one-half are controlled under option agreements.
While the combination appears to have provided some operating
synergies, cost savings, and improved access to capital, there
remain general risks associated with the integration of these
two previously autonomous companies.

The consolidated company has operated profitably with gross
margins of 20.6% and homebuilding operating margins of 10.0%.
Both measures are slightly lower than those of rated peers.
Inventory turnover is comparable to that for the peer group at
1.4x.

                             Liquidity

The capital structure is relatively conservative with debt-to-
total capital at 48%. This figure may rise slightly as the
company adds lots to its inventory base in selected markets.
Assets and liabilities will be well matched post-closing, as the
weighted average maturity of all debt will be slightly over six
years and there are no maturities until 2005, when the $220
million unsecured revolving line of credit expires. Debt-to-
EBITDA and EBIT/interest coverage were strong at 2.8x and 5.1x,
respectively as of Sept. 30, 2002. (These measures include
financial services debt and are not adjusted for merger and
severance costs). These measures were supported by the large
component of fixed-rate debt. Proceeds of this new issue are
expected be used to pay down the $100 million balance presently
outstanding on the revolving credit facility leaving ample
capacity to meet near-term land acquisition needs. In addition,
Standard & Poor's estimates that potential liquidation of
existing inventory would cover net debt by roughly 2.2x,
indicating that current inventories would have to be discounted
by more than 50% to materially jeopardize repayment capacity.
TOUS pays a modest common dividend approximately equal to 4.4%
of EBITDA.

                        Outlook: Stable

TOUS' stated internal growth strategy and its commitment to
moderate debt usage are conservative. However, given the
company's somewhat unusual ownership structure and limited
history as a combined operating company, improvement in the
rating or outlook will be contingent upon retention of key
division-level personnel, the maintenance of profit margins, the
preservation of the current capital structure, and continued
successful access to the capital markets.


TESORO PETROLEUM: Red Ink Flows in 4th Quarter & Full-Year 2002
---------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) reported a net loss of
$27.7 million for the fourth quarter of 2002 compared to net
earnings of $4.0 million for the fourth quarter of 2001.

The fourth quarter of 2002 includes after-tax charges totaling
$12.2 million, due mainly to losses on retail asset sales and an
adjustment to the estimated tax benefit for the year.

The Company reported a net loss of $117.0 million for the full
year ended December 31, 2002, compared to net earnings of $88
million for the year 2001.

"Industry crack spreads in our West Coast core market were weak
during the fourth quarter when compared to the remainder of the
country. Industry spreads on the West Coast remained flat
compared to third quarter levels while those on the Gulf and
East Coasts realized gains of over 30%," said Bruce A. Smith,
chairman, president and CEO of Tesoro. "The failure of West
Coast margins to track improvements seen in other areas of the
United States explains our weak earnings relative to our peers
this quarter. Despite this weakness, our refining segment posted
operating results that were improved from the results we had
during the third quarter."

"Since the acquisition of Golden Eagle in May of 2002, we have
reduced term debt by over $140 million despite facing some of
the lowest industry crack spreads of the last five years. In
June, I announced a debt reduction program that included the
disposition of assets, reductions in our capital expenditures
program and working capital needs, operating cost reductions and
synergies. I am proud of the results we have achieved with this
program. In the face of this adverse margin environment, we
successfully sold over $200 million in assets, cut capital
expenditures by over $70 million from our original plan, reduced
expenses by $10 million and achieved $14 million in operating
synergies," stated Smith.

"Debt reduction is our top priority and I am committed to
achieving the targeted $500 million debt reduction goal I set
last June. This means that we are going to continue to lower our
cost structure and improve the efficiency of our organization --
both operationally and administratively," added Smith.

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

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

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


UNITED AIRLINES: Frequent-Fliers' Committee Appointment Sought
--------------------------------------------------------------
D. Michael Kratchman, an attorney in Southfield, Michigan --
http://www.kratchmanlaw.com-- announced that on January 28,
2003, he, on behalf of several frequent-flier mile passengers of
United Airlines, sent a request to Ira Bodenstein, United States
Bankruptcy Trustee in Chicago for the U.S. Trustee to appoint a
separate creditors committee consisting of holders of frequent-
flier miles since they are, in fact, creditors of United
Airlines and their substantial interests are not, as yet, being
represented. Mr. Kratchman said:

"We believe that a separate frequent-flier mile committee should
be appointed to protect United Airlines customers who have been
loyal to United Airlines. We believe that such a committee could
have a significant positive input by protecting our clients
rights and encouraging future loyalty to United Airlines. The
frequent-flier miles holder represent potentially a huge
creditor class and it is my belief that such a committee could
play a very constructive role in the United Airlines'
reorganization efforts."

By way of background, Mr. Kratchman was Class Counsel in Timothy
Koczara, et. al., on behalf of themselves and all others
similarly situated v. Northwest Airlines, Inc. State of
Michigan, Wayne County Circuit Court No. 99-900422NO
representing 7,000 passengers who were kept on Northwest
Airlines airplanes in Detroit, Michigan, on January 2, 3 or 4,
1999 for 2-1/2 hours or more. The passengers alleged that NWA
falsely imprisoned them and inflicted emotional distress.
Mr. Kratchman led passengers counsel in defeating NWA's motion
to dismiss the case based upon the Warsaw Convention which led
to a settlement in the amount of $7,150,000.


UNITED AIRLINES: P. Whiteford Shrugs-Off Proposed "Magic Cure"
--------------------------------------------------------------
Captain Paul Whiteford, Chairman of the United Master Executive
Council of the Air Line Pilots Association, International,
issued this statement in anticipation of United Airlines'
proposed strategic plan:

"For more than a year, the pilots of United Airlines have worked
tirelessly to develop a long term economic solution to the
crisis at the Company. From January through December of 2002,
ALPA was fully engaged in a highly collaborative discussion with
the Company and other union groups over a program for
constructive and significant change at the airline."

"Since the Company filed for bankruptcy protection in December,
the United pilots have repeatedly offered to continue that
collaborative process, to provide the Company with both a
competitive labor cost structure and the tools needed to address
low cost carriers in the industry. These are not just words: we
have voluntarily cut our pay by 29% to stabilize the Company in
the early weeks of the bankruptcy."

"Inexplicably, in the seven weeks since United filed for Chapter
11 bankruptcy protection, senior management has locked the
pilots out of the process and refused to engage in any
meaningful negotiations over our future. Instead, they appear to
be proposing a plan to break-up United Airlines by giving United
routes, aircraft, and other assets to another company - with a
whole set of new managers and employees. If so, United's
management is now telling us to give up on United Airlines as we
know it."

"We know that United has suffered stunning losses over the past
two years and we agree that United must undergo a bold
restructuring to become profitable and competitive. The United
pilots are prepared to make the sacrifices necessary to make our
Company competitive and profitable in every market we serve,
including the markets served by low cost carriers."

"But we refuse to give up on United Airlines. We will not let
management break up the strongest asset base and route network
in the airline industry. And we will not help management destroy
the careers of the dedicated working men and women who built
this Company, who saw it through September 11th, and who
continue to deliver the highest levels of performance and
service through the worst crisis in industry history. We will
oppose management's break-up plan by every lawful means
available to us."

"In 2000, this same group of managers told us that a merger with
US Airways and a new corporate jet business would provide a
magic cure for United. They were wrong then. They are wrong now.
There is no magic cure for United or any other airline. Instead,
a vibrant, successful United can only emerge from hard work,
collaboration, shared sacrifice and a collective vision for the
future. We are ready to roll up our sleeves and get to work. We
call on Glenn Tilton and his management team to join us."


UNITED AIRLINES: Says Low-Cost Carrier 'Critical' for Viability
---------------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
released this statement:

      "The task before us is to transform United into a
successful and aggressive competitor for the long term for all
customers and across all markets. We believe that a low-cost
carrier, fully integrated into a global hub and spoke network
for the first time, will be a critical and dynamic element in
United's future strength. We have been working collaboratively
with our unions, through dozens of meetings and the sharing of
thousands of pages of documents, and will continue to do so in
order to build a company with a future that can sustain both
profitability and jobs."

News releases and other information about United Airlines can be
found at the company's Web site at http://www.united.com


UNITED AIRLINES: Court Approves Piper Rudnick as Special Counsel
----------------------------------------------------------------
United Airlines obtained permission from the Court to employ and
retain Piper Rudnick LLP, as its special labor counsel in these
Chapter 11 Cases.

The Debtors retain Piper Rudnick as special counsel to handle
the Special Counsel Matters because of:

    a) Piper Rudnick's extensive experience and expertise with
       labor issues; and

    b) the general knowledge and information that Piper Rudnick
       obtained regarding the Debtors and their businesses,
       operations and debt structure as a result of Piper
       Rudnick's prepetition services to the Debtors.

The Debtors retains Piper Rudnick, solely with respect to the
Special Counsel Matters.

In accordance with section 330(a) of the Bankruptcy Code,
compensation will be payable to Piper Rudnick on an hourly
basis, plus reimbursement of actual, necessary expenses.  Piper
Rudnick's hourly rates are set at a level designed to compensate
it fairly for the work of its attorneys and paraprofessionals
and to cover fixed and routine overhead expenses.  Hourly rates
vary with the experience and seniority of the individuals and
may be adjusted from time to time.  It is Piper Rudnick's policy
to charge for all other expenses incurred in connection with a
client's matter.  These include photocopying; witness fees;
travel expenses, including airline upgrade certificates;
secretarial and other overtime expenses; filing and recording
fees; long distance telephone calls; postage; express mail and
messenger charges; computerized legal research charges and other
computer services; expenses for "working meals;" and telecopier
charges.  Piper Rudnick will charge the Debtors for these
expenses in a manner and at rates consistent with charges made
to its other clients.

Prepetition, Piper Rudnick has received $731,402.  Additionally,
Piper Rudnick received a $185,000 retainer for Chapter 11
services to be rendered. (United Airlines Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


US AIRWAYS: Sabre Seeks Stay Relief to Set-Off Prepetition Debts
----------------------------------------------------------------
Pursuant to Section 362(d) of the Bankruptcy Code, Sabre Inc.
seeks relief from the automatic stay to exercise set-off rights
for mutual debts owed between Sabre and US Airways Group.

Stephen C. Stapleton, Esq., at Cowles & Thompson, in Dallas,
Texas, tells Judge Mitchell that the Debtors and Sabre were
parties to two executory contracts:

     (1) an Information Technology Services Agreement dated
         December 15, 1997 between US Airways, Inc. and Sabre,
         Inc.; and

     (2) a Software License Agreement dated September 1, 1990
         between Jetstream International Airlines, Inc. and David
         R. Bornemann Associates, Inc.

Jetstream is an affiliate of the Debtors.  Sabre acquired
Bornemann in December 2001 and the Bornemann Agreement was
subsequently assigned to Sabre.

Mr. Stapleton recalls that as part of a larger transaction
including Electronic Data Systems Corporation in July 2001,
Sabre and the Debtors agreed to bifurcate the Original ITSA into
two agreements -- the First Amended and Restated Information
Technology Services Agreement and the Ancillary Services
Agreement.  It was agreed that Sabre would retain the ASA and
would assign the First Amended ITSA to EDS.  The First Amended
ITSA was assigned to EDS upon the closing of the transaction.
The ASA remained between the Debtors and Sabre.

Sabre has determined that it owes a prepetition debt to USAir
for $1,045,096 under the Original ITSA and the First Amended
ITSA. On September 26, 2002, Sabre filed its proof of claim in
these cases for $2,536,985 representing prepetition debt owed by
the Debtors to Sabre, arising under the ASA and SLA.  Thus,
Sabre asks Judge Mitchell to modify the automatic stay to
authorize Sabre to set off the debts, for a net difference equal
to $1,491,889 in Sabre's favor. (US Airways Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)

US Air Inc.'s 10.375% bonds due 2013 (UAWG13USR2) are trading at
about 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAWG13USR2
for real-time bond pricing.


US AIRWAYS: Committee Recommends Creditors Vote to Accept Plan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors encourages all
holders of unsecured claims against US Airways Group, Inc., US
Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc.,
Piedmont Airlines, Inc., MidAtlantic Airways, Inc., US Airways
Leasing and Sales, Inc., and Material Services Company, Inc., to
read the plan of reorganization and accompanying disclosure
statement that'll be mailed to them in a matter of days, vote to
ACCEPT the Plan and return their ballots to the solicitation
agent as soon as possible.  The Committee will be circulating a
letter to its constituency in support of the Plan, saying:

        THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
               US AIRWAYS GROUP, INC., ET AL.

                      January 17, 2003

TO:   ALL HOLDERS OF GENERAL UNSECURED CLAIMS AND GENERAL
       UNSECURED CONVENIENCE CLAIMS AGAINST US AIRWAYS GROUP,
       INC., ET AL. (Holders of Claims in the Following Classes:
       Group-5; Group-6; USAI-6; USAI-7; Allegheny-5; Allegheny-
       6; PSA-5; PSA-6; Piedmont-5; Piedmont-6; MidAtlantic-4;
       MidAtlantic-5; US Airways Leasing-4; US Airways Leasing-5;
       Material Services-4; and Material Services-5)

FROM: THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
       US AIRWAYS GROUP, INC., ET AL.

       We are writing to you on behalf of the Official Committee
(the "Committee") of Unsecured Creditors of US Airways Group,
Inc., et al. (the "Debtors") in connection with the solicitation
of your vote as the holder of a General Unsecured Claim or
General Unsecured Convenience Claim in the Classes referenced
above with respect to the enclosed First Amended Plan of
Reorganization of US Airways Group, Inc. and its Affiliated
Debtors and Debtors-in-Possession (the "Plan"), which is being
proposed by the Debtors.  All capitalized terms not
defined herein are defined in the Plan.

       FOR THE REASONS SET FORTH BELOW, THE COMMITTEE RECOMMENDS
THAT YOU ACCEPT THE PLAN AND RETURN YOUR BALLOT INDICATING YOUR
ACCEPTANCE IN ACCORDANCE WITH THE VOTING INSTRUCTIONS SET FORTH
ON THE BALLOT.

       The Plan is the culmination of a reorganization strategy
that began even before the Petition Date. It represents a hard
earned and closely monitored restructuring effort that was
made possible by the cooperative efforts of the Debtors, the
Committee, the Retirement Systems of Alabama ("RSA"), and their
respective professionals and advisers, among others. The Plan
provides for the continued existence of the Debtors as an on-
going national air carrier, preserving tens of thousands of jobs
and shedding billions of dollars in operating expenses. The
sacrifices that permitted this remarkable restructuring to occur
were many and were significant.  They include the sacrifices of
the holders of billions of dollars in General Unsecured Claims
against the Debtors whose claims will receive a distribution of
equity in the Reorganized Debtors as described below and as more
fully described in the Plan. After a full and fair marketing
process that resulted in the agreement by RSA to acquire
approximately 35.4% of the fully diluted equity of the
Reorganized Debtors plus Class B Preferred Stock for a purchase
price of $240 million, the distribution is the best achievable
under the circumstances and is more than would be expected in a
liquidation of the Debtors' assets.

       Under the Plan, and as more particularly set forth
therein, holders of Allowed General Unsecured Claims will
receive their Pro Rata share of approximately 10.5% of the fully
diluted equity of the Reorganized Debtors in the form of:

       () 4,968,720 shares of Class A Common Stock;

       () 3,448,030 shares of Class A Preferred Stock; and

       () 3,048,030 Class A-1 Warrants.

The Debtors estimate that the amount of General Unsecured Claims
against the Debtors will aggregate $2.5 to $3.1 billion and that
the estimated recovery for such holders will range from 1.2% to
1.8%.  Holders of Allowed General Unsecured Convenience Claims
will receive under the Plan Cash equal to:

      () 15% of the amount of such Allowed Claim if the amount of
         such Allowed Claim is less than or equal to $25,000 or

      () $3,750 if the amount of such Allowed Claim is greater
         than $25,000.

The Disclosure Statement reflects that the Debtors project
holders of General Unsecured Convenience Claims will receive
distributions valued at between 8% and 10% of their Claims (as
reduced). The Plan further provides that holders of General
Unsecured Claims may elect to have their Claim placed into a
Class designated for holders of General Unsecured Convenience
Claims by checking the appropriate box on their ballot, whereby
such creditors will be entitled to receive cash distributions as
set forth above.

       In addition, the Plan provides for the creation of a Post-
Confirmation Committee to oversee the reconciliation and
resolution of General Unsecured Claims. The Post-Confirmation
Committee will be comprised of between three (3) and five (5)
members of the current Committee. Furthermore, the Plan provides
that two (2) of the members of the board of directors of the
Reorganized Debtors will be identified in consultation with the
Committee. Both of these Plan provisions are intended to better
protect the interests of holders of General Unsecured Claims and
General Unsecured Convenience Claims.

       Please note that the Debtors have not yet filed several
material Plan schedules and exhibits, and the Committee fully
reserves all of its rights relating to those yet to be released
documents. The Committee is hopeful that the parties will
continue in the spirit of cooperation to resolve any issues or
disputes pertaining to those schedules and exhibits should they
arise.  Please also note that the Debtors have not yet reached a
resolution with the Pension Benefit Guaranty Corporation
respecting the Debtors' significant pension liabilities.
Resolution of those pension issues could result in an increase
in the amount of General Unsecured Claims and a corresponding
reduction in the percentage of recoveries to holders of General
Unsecured Claims.  The Committee fully reserves all of its
rights relating to the resolution of those issues.  For the
purpose of voting on the Plan, the Debtors have provided you
with a ballot which should be completed by you for either
accepting or rejecting the Plan and mailed in accordance with
the procedures set forth on the ballot and in the Disclosure
Statement.

       THE COMMITTEE ENDORSES THE PLAN AND RECOMMENDS THAT
ALL HOLDERS OF GENERAL UNSECURED CLAIMS AND GENERAL UNSECURED
CONVENIENCE CLAIMS VOTE TO ACCEPT THE PLAN. NOTWITHSTANDING
OUR RECOMMENDATION, EACH CREDITOR (INCLUDING INDIVIDUAL
COMMITTEE MEMBERS) MUST MAKE THEIR OWN INDEPENDENT DETERMINATION
AS TO WHETHER THE PLAN IS ACCEPTABLE TO THAT CREDITOR AND SHOULD
CONSULT THEIR OWN LEGAL AND/OR FINANCIAL ADVISOR(S).


                              THE OFFICIAL COMMITTEE OF
                              UNSECURED CREDITORS OF
                              US AIRWAYS GROUP, INC., ET AL.


U.S. MINERAL: Futures Representative Hires Wolf Block as Counsel
----------------------------------------------------------------
Walter J. Taggart, the Court-appointed Legal Representative for
future, unknown asbestos claimants of United States Mineral
Products Company, seeks to employ Wolf, Block, Schorr and Solis-
Cohen LLP, as his Counsel, nunc pro tunc to November 26, 2002.

Mr. Taggart tells the U.S. Bankruptcy Court for the District of
Delaware that Worlf Block's engagement is essential to allow him
to make informed legal determinations concerning his exercise of
the powers and duties delegated to him.

To the best of Mr. Taggart's knowledge and as disclosed by Wolf
Block, the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Wolf Block will charge for its services at its ordinary and
customary hourly rates:

           senior partners          $475 per hour
     new associates           $110 per hour
           legal assistants         $90 to $150 per hour

United States Mineral Products Company filed for chapter 11
bankruptcy protection on June 23, 2001. Aaron A. Garber, Esq.,
David M. Fournier, Esq., and David B. Stratton, Esq., at Pepper
Hamilton LLP represent the Debtor in its restructuring efforts.


VARI-L CO.: Bankruptcy Filing Likely If Asset Sale Plan Crumbles
----------------------------------------------------------------
Vari-L Company, Inc. (OTC Bulletin Board: VARL), a leading
provider of advanced components for the wireless
telecommunications industry, announced preliminary unaudited
sales and results for its second quarter and six-month period
ended December 31, 2002. The Company said it expects to report a
net loss of $2,971,000 on sales of $4,309,000 for the second
quarter and a net loss of $5,292,000 on sales of $8,291,000 for
the six-month period. Included in the net losses for the three-
and six-month periods are charges related to a proposed
transaction with Sirenza Microdevices of $1,048,000 and
$1,096,000, respectively. The loss exceeds the loss allowed by
approximately $71,000 and causes an event of default under the
loan agreement with Sirenza, which has agreed to purchase
substantially all of the assets of Vari-L.

"We are pleased with the progress we have made toward
consummating our asset purchase agreement with Vari-L and we are
forging ahead with the process for regulatory and shareholder
approvals of the transaction," said Jerry Quinnell, executive
vice president of business development of Sirenza Microdevices.
"While Vari-L is out of compliance with one loan covenant, and
Sirenza has reserved its rights as a result of the
noncompliance, Sirenza has not taken any action to accelerate
the loan at this point and we do not currently expect this
noncompliance to have an impact on our plans to successfully
close the transaction in a timely manner."

Chuck Bland, president and CEO of Vari-L, said the management
teams of Vari-L and Sirenza are continuing to work toward
closing of the definitive asset purchase agreement that was
announced December 2, 2002.

The net operating loss covenant of the loan agreement requires
that Vari-L's cumulative operating loss not exceed a specified
amount in any rolling three-month period. The net operating loss
covenant is defined as net operating loss excluding costs such
as restructuring, severance benefits, extraordinary non-cash
charges and legal and accounting fees incurred in connection
with the proposed transaction with Sirenza. The maximum
permitted operating loss for the three-month period ended
December 31, 2002 was $1,585,000. Vari-L's actual operating loss
was $1,656,000. Under the terms of the loan agreement, the
default interest rate of 30% went into effect on January 1,
2003. In addition, Sirenza has the right to declare all amounts
due on the loan immediately due and payable. At this time
Sirenza has not taken any action to accelerate the loan, but has
reserved the right to do so. Furthermore, Vari-L contractually
can draw additional funds under the loan agreement as required
to fund operations. As of December 31, 2002, Vari-L has
approximately $1,900,000 of remaining availability under the
loan agreement. If Sirenza were to exercise its right to declare
all amounts due under the loan, Vari-L would likely be required
to file for bankruptcy protection and would be unable to
consummate the proposed asset sale to Sirenza. Filing for
bankruptcy protection could have a material adverse effect on
the Company's relationships with its customers, suppliers and
employees.

Headquartered in Denver, Vari-L designs, manufactures and
markets wireless communications components that generate or
process radio frequency (RF) and microwave frequency signals.
Vari-L's products are used in commercial infrastructure
equipment (including GSM/cellular/PCS base stations and
repeaters, fixed terminal point to point/multi-point,) consumer
subscriber products (advanced cellular/PCS/satellite handsets),
and military/aerospace platforms (satellite
communications/telemetry, missile guidance, electronic warfare,
electronic countermeasures, battlefield communications). Vari-L
serves a diverse customer base of the world's leading technology
companies, including Agilent Technologies, Ericsson, Harris,
Hughes Network Systems, Lockheed Martin, Lucent Technologies,
Microwave Data Systems, Marconi, Motorola, Netro, Nokia,
Raytheon, Textron, Siemens, and Solectron.


VERIZON COMMS: Narrows Working Capital Deficit to $6 Billion
------------------------------------------------------------
Verizon Communications Inc., (NYSE: VZ) announced fourth-quarter
2002 diluted EPS of 83 cents, or 79 cents before special items,
on the strength of comparable quarterly revenue growth and
expense reduction, and continued strong sales of wireless, long-
distance, DSL and bundled product offerings.

For the fourth quarter, Verizon's reported earnings were $2.3
billion including a net of $99 million in special items. Nearly
$1.2 billion in gains, primarily associated with $1.1 billion in
tax benefits, were largely offset by after-tax charges totaling
$1.1 billion, including $604 million primarily for pension and
benefit costs related to prior force reductions, $292 million
for costs related to the bankruptcy of Genuity Inc., $129
million for merger transition costs, and $42 million in other
items. This is the final quarter that Verizon will incur
transition costs.

Reported operating revenues were $17.2 billion, and operations
and support expenses were $11.0 billion in the fourth quarter
2002. Revenues, operating expenses and statistics described on a
comparable basis exclude special gains and charges and the
effects of the sale of 1.27 million switched access lines during
third quarter 2002, and include the consolidation of
Telecomunicaciones de Puerto Rico, Inc., and the deconsolidation
of CTI Holdings S.A. beginning in 2002.

Fourth-quarter operating revenues, on a comparable basis,
increased 1.5 percent to $17.2 billion from $17.0 billion,
including a double-digit increase for the second consecutive
quarter in Verizon Wireless revenues, which grew 16.3 percent to
$5.2 billion, from $4.4 billion in the fourth quarter of 2001.
Fourth-quarter operations and support expenses, on a comparable
basis, declined 3.5 percent to $9.6 billion, from $9.9 billion
in fourth quarter 2001.

Also, Verizon Wireless withdrew its registration statement for
an initial public offering of equity securities, filed with the
Securities and Exchange Commission, given the ongoing strong
cash flow at Verizon Wireless and the lack of significant
funding requirements that need to be addressed.

Verizon Communications' December 31, 2002 balance sheet shows
that its working capital deficiency diminished to about $6
billion from a deficit of about $15 billion recorded in the
previous year.

                   A Year of Great Progress

Chief Executive Officer Ivan Seidenberg said, "We achieved great
progress in 2002. Our business model proved strong enough to
carry us through a very difficult economic environment and
allowed us to anticipate and adapt to the unprecedented
technological changes in our industry. Throughout the year, we
have focused on execution, generating cash flow and maintaining
operational excellence, and we delivered on our financial and
operational targets. While conserving capital, we met customer
demands through product and packaging innovations and by using
advanced technology to efficiently provide more capabilities
through our world-class wireline and wireless networks."

Seidenberg added, "Our wireless, long-distance and DSL
businesses continue to position Verizon well in growth markets.
We have built an excellent foundation for 2003. Our continuing
product innovation, combined with the quality of our customer
service and the sophistication, scope and reliability of our
networks, has Verizon poised for more customer growth in the
year ahead."

In the fourth quarter, Verizon saw gains in EBITDA margins on a
comparable basis. (EBITDA is determined by adding depreciation
and amortization to operating income; EBITDA margin is
calculated by dividing EBITDA by total operating revenues, or
service revenues for Verizon Wireless.) Verizon's consolidated
EBITDA margin was 44.4 percent in the quarter, a 290 basis-point
improvement over fourth quarter 2001. Verizon Wireless' EBITDA
margin was 40.1 percent, a 520 basis-point improvement over the
prior year's quarter. The EBITDA margin at Verizon's largest
business unit, Domestic Telecom, was 45.1 percent in the
quarter, a 270 basis-point improvement over fourth quarter 2001.

This also marked the eighth consecutive quarter that Domestic
Telecom has reduced its operations and support expenses over the
prior-year period. On a comparable basis with the fourth quarter
2001, these expenses decreased by 7.1 percent, to $5.5 billion,
in the fourth quarter 2002. Year-over-year on a comparable
basis, these expenses were reduced by $1.3 billion in 2002.

                      Customer Growth

Operationally in the fourth quarter, Verizon Wireless added
964,000 customers on a net basis, 34.8 percent more than in the
prior year's quarter. Verizon added 566,000 long-distance
customers on a net basis to become the nation's third-largest
provider of consumer long-distance service, with 10.4 million
customers. Net additions of DSL lines exceeded 148,000 in the
quarter, for a year-end total of 1.8 million lines and a year-
over-year increase of 50 percent.

For the year, the total number of customers increased by 3.1
million, including acquisitions, for Verizon Wireless and 3
million for Verizon long distance. Nearly 570,000 customers
subscribe to the Verizon "Veriations" package plans that were
introduced less than six months ago. These plans bundle local
services with various combinations of long distance, wireless
and Internet access in a discounted package available on one
bill.

           Year-End Financials: Strong Cash Management

Verizon's 2002 earnings, before special items, were $8.4
billion, compared to $8.2 billion in 2001. On a comparable
basis, operating revenues were flat for the year, at $67.0
billion, while operating expenses declined 1.4 percent to $51.2
billion, from $51.9 billion in 2001.

Total debt decreased 15.9 percent to $54.1 billion at year-end
2002, compared to $64.3 billion at year-end 2001. Verizon
reduced commercial paper by $10.7 billion in 2002, to $2.1
billion at year-end 2002 compared to $12.8 billion at year-end
2001. Net debt was $52.6 billion at year-end 2002, which was at
a lower level than the company's guidance.

Free cash flow improved by $7.8 billion for the year, aided by
improved cash from operations and by reductions in capital
expenditures, which totaled $12.0 billion in 2002 compared to
$17.4 billion in 2001.

At year-end 2002, Verizon recorded a balance sheet adjustment
for additional minimum liability, in accordance with FAS 87
accounting rules. AML is the difference between the funded
status and the accrued benefit obligation for each pension plan,
determined on a plan-by-plan basis. Verizon's adjustment
increased its employee benefit liabilities by $1.3 billion. This
non-cash adjustment was recorded as an after-tax reduction in
shareowners' investment of approximately $811 million.

Seidenberg said, "We produced strong cash-management results in
2002, and we expect to continue this trend in 2003. Our guidance
reflects a view that while the effects of the economic downturn
may persist, we will be in a position to further reduce debt and
operating expense. At the same time, we expect to stabilize
revenue declines in certain markets, use our new nationwide
long-distance capabilities to make inroads into the business
market, and grow revenues in consumer markets through continued
product and packaging innovation for wireline, wireless, long-
distance and DSL services."

                          2003 Guidance

Revenue growth, on a comparable basis, is anticipated to be 0 to
2 percent in 2003.

The company anticipates that operational growth will contribute
from 6 to 18 cents in EPS -- offset 41 to 43 cents by reduced
pension income of 30 to 32 cents, reduced income from 2002
access line sales of 9 cents, and an accounting change of 2
cents to expense stock options. This results in a 2003 EPS
target of $2.70 to $2.80, compared to last year's $3.05.

Capital expenditures, including capitalized non-network
software, are targeted in the $12.5 to $13.5 billion range,
compared to $13.1 billion in equivalent expenditures in 2002.

The company expects to once again generate significant free cash
flow, which will continue to be utilized in its debt reduction
program. Year-end net debt is targeted to decline to
approximately $49 to $51 billion.

           Accounting for Asset Retirement Obligations

Effective Jan. 1, 2003, Verizon has adopted new accounting rules
(SFAS 143) for recognizing the costs of legal obligations
associated with the retirement of fixed assets. Verizon has not
yet finalized the impact of adopting SFAS 143 but expects to
record a one-time net income benefit of approximately $2 billion
in the first quarter 2003 and an ongoing annual net income
benefit of approximately 1 to 2 cents per share.

                     Reported Results for 2002

For the year, reported earnings were $4.1 billion, including a
net charge of $4.3 billion. This net charge includes special
gains of $4.0 billion related to the sales of assets and tax
benefits. These gains were more than offset by charges,
including $5.7 billion in investment-related items associated
with Genuity, CANTV in Venezuela and other interests; $1.3
billion related to severance, pension and benefit costs; nearly
$0.5 billion for the cumulative effects of an accounting change;
merger transition costs of $0.3 billion; and other items
totaling $0.5 billion.

Reported operating revenues and operations and support expenses
were $67.6 billion and $42.0 billion, respectively, for the
year.

                     Business Segment Highlights

Following are fourth-quarter and year-end 2002 highlights from
Verizon's four business segments.

Domestic Telecom:

Current and prior periods exclude the 1.27 million switched
access lines sold during the third quarter of 2002.

* More than half of Verizon's 10.4 million long-distance
customers are in states in the former Bell Atlantic territory,
and long-distance market share among consumers is more than 35
percent in New York and Massachusetts. Verizon has 2.7 million
long-distance customers in New York and Connecticut, nearly 1
million customers in both Massachusetts and Pennsylvania, and
nearly 500,000 customers in New Jersey.

* ONE-BILL service, which provides Verizon local, long-distance
and wireless charges on a single monthly bill, is now available
in 20 of the 29 states where Verizon provides wireline services,
with more than 150,000 customers enrolled in the service.

* In November, Verizon's Enterprise Services Group launched its
Enterprise Advance initiative to interconnect the company's
local networks and provide large business and government
customers with advanced communications services. Initial sales
were generated based on the new regional availability of frame
relay and SONET (Synchronous Optical Network) services that
provide reliable high-speed transport.

* Data services revenues grew to more than $1.85 billion in the
quarter, driven by nearly 7 percent quarterly growth over the
same period last year for data transport services and 9.2
percent growth for the year. Annual data revenue reached nearly
$7.3 billion.

* In the network services market, special access revenues
increased 9.5 percent in the quarter, to $1.38 billion. For the
year, special access revenues grew 11.6 percent, to $5.5
billion.

* Domestic access line equivalents increased 4.5 percent to
135.8 million, compared to the fourth quarter 2001.

Verizon Wireless:

* Verizon Wireless continued its focus on quality, profitable
growth. The company's strong fourth-quarter performance was due
to its continued low churn, low-cost structure, increasing
average revenue per user (ARPU) and strong demand for Verizon
Wireless branded products.

* Retail net adds in the quarter were 929,000, up 18.4 percent
over the fourth quarter 2001. The company also added 6,000 new
customers from property acquisitions and 35,000 from reseller
operations. The company's retail customer base grew 14.7 percent
year-over-year to 31.4 million of the company's 32.5 million
total customers.

* Monthly service revenue per subscriber increased to more than
$49 for the quarter, up 6 percent over the prior year's quarter.

* The company continued to lead the industry in low-cost
structure as cash expense per subscriber decreased more than 2
percent for the quarter and 1 percent for the year. EBITDA
margin increased for the quarter and the year, to 40.1 percent
and 39.1 percent, respectively.

* Retail churn for both the quarter and for 2002 continued to
decrease year-over-year. Including post-pay and pre-pay, retail
churn was 2.1 percent in the quarter and for the year. Churn in
the retail post-pay segment, which is 91 percent of the
company's base, was even lower -- at 1.8 percent for the fourth
quarter and the year. Total churn, including retail and
resellers, was 2.1 percent in the quarter, and 2.3 percent for
the year.

* Quarterly EBITDA increased more than 34 percent to $1.9
billion, while EBITDA for the year was up more than 15 percent
to $6.9 billion. Service revenues for the quarter grew almost 17
percent to $4.7 billion, with total revenues up more than 16
percent to $5.2 billion. For the year, service revenues and
total revenues each grew nearly 11 percent to $17.7 billion and
$19.3 billion, respectively.

* Coupled with this growth, the company reduced its capital
expenditures in 2002 to $4.4 billion from $5.0 billion in 2001,
excluding capitalized non-network software.

* The company continued to invest in its premier network to
preserve quality and gain new efficiencies. Network usage
increased more than 45 percent in 2002 over 2001, while
efficiency as measured by percentage of capital expenditures to
revenue, capital expenditures per minutes of use and cost per
minutes of use continued to improve.

* Demand for the company's data and text services continued to
increase in the quarter. The company also launched more data-
friendly devices with color screens, 1X speeds, and Get It Now
capability for downloading games, entertainment and other
applications. Text messaging continued to grow dramatically,
with the number of billed messages increasing more than 43
percent over the prior quarter.

* Product innovation in the fourth quarter included a suite of
services for corporate customers that enables them to receive
alerts from and access and navigate their corporate e-mail and
voice mail using their wireless phones and voice commands.

International:

Reflects deconsolidation of CTI to the equity method and
consolidation of PRTC in both the current and prior periods.

* Fourth-quarter revenues were $731 million, bringing full-year
revenues to $3.0 billion, compared to $813 million and $3.2
billion in the fourth quarter and full-year 2001, respectively.
The revenue decline reflects weak economic conditions and
declining foreign exchange rates. Operating income improved 6.6
percent in the quarter, to $146 million, due primarily to cost
reductions driven by improved productivity.

* The number of proportionate wireless customers in Verizon's
core Americas properties grew by 12.8 percent to 3.0 million,
compared to the prior year. Total proportionate wireless
customers served by Verizon's International investments is now
8.7 million, compared to 8.9 million in 2001. Adjusted for
assets sold during 2002, total proportionate wireless
subscribers grew 12 percent.

* During 2002, International successfully implemented roaming
agreements that enable customers of Verizon affiliates in
Canada, Mexico and Puerto Rico to have seamless roaming services
on the Verizon Wireless network when they are in the United
States.

* During the fourth quarter, Verizon sold its 5.4 percent
interest in Cable & Wireless plc. The transaction, which is part
of the company's continuing efforts to sell non-strategic
assets, resulted in proceeds of approximately $281 million. The
impact of this sale has been removed from Verizon's
International segment results and from Verizon's income before
non-recurring items.

Information Services:

* Fourth-quarter revenues from Verizon's directory publishing
and electronic commerce operations of $1.4 billion decreased 3.8
percent primarily due to the impact of changes in publication
dates. Revenues for 2002 of $4.3 billion were down slightly
compared to 2001, reflecting the sale of certain wireline
properties and related directories as well as reduced affiliate
revenue.

* Revenues from SuperPages.com, Verizon's domestic Internet
directory service, grew 43.3 percent and 63.7 percent over the
fourth quarter and the year, respectively, as Information
Services continues to be the dominant leader in online directory
services. SuperPages.com yellow pages searches grew 28.7 percent
and 82.4 percent over the fourth quarter and the year,
respectively.

Verizon Communications (NYSE: VZ) is one of the world's leading
providers of communications services. Verizon companies are the
largest providers of wireline and wireless communications in the
United States, with 135.8 million access line equivalents and
32.5 million Verizon Wireless customers. Verizon is also the
largest directory publisher in the world. With more than $67
billion in annual revenues and 229,500 employees, Verizon's
global presence extends to 33 countries in the Americas, Europe,
Asia and the Pacific. For more information on Verizon, visit
http://www.verizon.com


WESTAR ENERGY: Fitch Revises Rating Watch Status to Negative
------------------------------------------------------------
Fitch Ratings revised the Rating Watch status for Westar Energy
to Negative from Evolving. The Rating Watch revision is driven
by the markedly lower likelihood that the combined impact of
regulatory action currently underway and Westar's response to
these actions will lead to sufficient improvement in Westar's
credit profile to merit an upgrade in the near-term. Fitch's
revised expectation is now that positive resolution of many of
the challenges facing Westar would most likely result in a
stabilization at current rating levels, rather than a near-term
upgrade, and thus the Rating Watch status has been revised to
Negative. Westar's ratings are as follows: senior secured debt
'BB+'; senior unsecured debt 'BB-'; and, preferred stock 'B+'.
The trust preferred securities of Western Resources Capital
Trust I and II are also rated 'B+' by Fitch.

The original Rating Watch Evolving status reflected a range of
possible outcomes surrounding Westar's response to the Kansas
Corporation Commission's July 2001 order. The KCC order blocked
certain transactions related to the proposed split-off of
Westar's non-utility operations and required Westar to submit a
financial plan to achieve a balanced capital structure. Fitch's
primary concern remains that Westar's debt reduction efforts may
prove insufficient to support the current ratings. The Negative
Rating Watch also reflects concern that a potential lack of
flexibility on the part of Kansas regulators may prove counter-
productive to new management's efforts to divest non-utility
operations and reduce debt. Fitch expects to meet with
management in late-February 2003 to further assess Westar's
prospects going forward and aims to resolve the Rating Watch
Negative in early March 2003.

Westar's ratings reflect the company's weak cash flows relative
to debt, and a highly leveraged balance sheet. Key risk factors
for Westar investors include the overhang from ongoing federal
investigations, and execution risk associated with management's
plan to exit its non-utility operations. In a constructive
development, Westar has overhauled senior management and
revamped its business strategy. Fitch expects Westar's new
financial plan, which is scheduled to be filed with the
commission by Feb. 6, 2003, will propose the divestiture of the
company's non-electric utility operations, with the proceeds
used to reduce the company's debt burden. Westar's filing and
subsequent actions by management to implement its plan could
improve the historically contentious relationship with the KCC.

Nonetheless, while the KCC's recent approval of Westar's sale of
about one-third of its Oneok investment ($250 million pretax,
based on a per share transaction value of $17.19) supports that
view, Fitch remains somewhat concerned that the lack of
flexibility in the commission's December 2002 clarifying order
could yet hinder the company's restructuring. The KCC order
requires the company to separate Westar's Kansas Power & Light
division into a separate operating utility subsidiary or,
alternatively, to combine the KPL division with its existing
operating utility, Kansas Gas & Electric. The order sets an
Aug. 1, 2003 deadline for creation of the new electric utility
subsidiary - likely to prove an aggressive timeline for Westar -
and limits the combined Kansas-based electric utility subsidiary
debt to $1.67 billion. At Sept. 30, 2002, Westar had roughly
$3.1 billion of debt, exclusive of non recourse debt at its non
regulated investment subsidiary, Westar Industries, (which Fitch
believes Westar would not support) and off balance sheet utility
debt of about $375-400 million. . The OKE transaction is
expected to close in early February 2003 and the proceeds will
be used to reduce debt. A reduction in debt of the quantum
contemplated by the KCC will, however, remain challenging. As
part of the resolution of the current Rating Watch, Fitch will
form a view on the likely execution risk in Westar's revised
plans to achieve this debt paydown. Elements that may result in
affirmation at the current rating level include: a plausible
revised deleveraging strategy with limited execution risk;
evidence of some flexibility on the part of the KCC with regard
to its timeline and structural requirements; and, a positive
assessment of the commitment and ability of the new management
team at Westar to deliver solid progress as a refocused utility
enterprise. Doubts or heightened execution risk on any element
of the above may lead to a lowering of the ratings in resolution
of the current Rating Watch.


WGL HOLDINGS: Working Capital Deficit Tops $16 Mill. at Dec. 31
---------------------------------------------------------------
WGL Holdings, Inc. (NYSE: WGL), the parent company of Washington
Gas Light Company and other energy-related subsidiaries,
reported net income for the three months ended December 31,
2002, the first quarter of its fiscal year 2003, of $51.6
million, a 71 percent improvement in net income over the same
period last year. For the three months ended December 31, 2001,
net income was $30.2 million.

The Company's utility operations are weather sensitive and a
significant portion of its revenue comes from deliveries of
natural gas to residential and small commercial heating
customers. The utility segment's net income was $46.9 million in
the most recent quarter, an increase of $17.6 million, or 60
percent, over the first quarter of fiscal year 2002 level of
$29.3 million. Much of this improvement resulted from
significantly colder weather which increased gas throughput over
the same quarter last year. Weather, as measured by heating
degree days, for the first quarter of fiscal year 2003 was 48
percent colder than the same quarter last year in the Company's
service area. The Company's unregulated segments reported net
income of $3.9 million in the quarter ended December 31, 2002,
up $2.9 million from $1.0 million for the same quarter last
year, reflecting improved results for the retail energy-
marketing business. Company results also benefited from a $0.9
million after- tax gain from the sale of a partnership interest
in real estate.

WGL Holdings' December 31, 2002 balance sheets show a working
capital deficit of about $16 million.

Commenting on the Company's results, WGL Holdings' Chairman and
Chief Executive Officer James H. DeGraffenreidt, Jr. said, "We
are pleased to report our Company's strong first quarter results
that reflected the benefit of colder weather, new rates, and
operational enhancements that enable us to continue to provide
reliable, safe service during those periods when gas is most
needed." DeGraffenreidt added, "Results for our retail energy-
marketing business were also outstanding. Our results were
enhanced from additional volumes sold to a greater number of
customers and increased gross margins for sales of both natural
gas and electricity."

      Utility Results for the Quarter Ended December 31, 2002

The utility segment reported net income of $46.9 million for the
three months ended December 31, 2002. In the same period last
year, the utility segment's net income was $29.3 million. The
colder weather coupled with a 3.7 percent increase in the
utility's customer base led to total gas deliveries in the
current quarter of 556 million therms, an increase of 135
million therms over the same period last year. Weather in the
current quarter was 21 percent colder than normal and weather in
the same quarter of the prior year was 19 percent warmer than
normal. This quarter's firm gas deliveries, representing the
Company's most profitable service category, increased 40.6
percent over the comparable period last fiscal year to 446
million therms. When compared to normal weather, the colder
weather in the current quarter contributed an estimated $8.1
million to net income. Also improving current period results
were new rates that went into effect in Virginia on November 12,
2002, subject to refund, and new rates in Maryland that went
into effect on September 30, 2002. Partially offsetting these
improvements were higher labor and benefit costs, and increased
uncollectible accounts expenses. The utility segment's net
income in the first quarter of fiscal year 2003 improved $2.7
million due to an adjustment to deferred income taxes. The first
quarter results for fiscal year 2002 included a $4.0 million
after-tax benefit from the Company's five- year weather
insurance policy and net income was reduced by $1.7 million due
to a charge related to business activities the Company had with
a bankrupt energy trader.

    Non-Utility Results for the Quarter Ended December 31, 2002

The Company's non-utility segments reported net income of $3.9
million for the current quarter, an increase of $2.9 million
over the first quarter of fiscal year 2002. Net income from the
retail energy-marketing segment was $4.3 million during the
three months ended December 31, 2002, compared to $0.9 million
for the same period last year, reflecting increased natural gas
and electricity margins and higher sales resulting from colder
weather and customer growth. At the close of the quarter, the
retail energy-marketing business supplied natural gas to 157,900
customers, an increase of 28,900 over the same period last year.
Electricity accounts increased to 69,000 in the current quarter,
compared to 54,000 in the same period last year. The Company's
commercial heating, ventilating and air conditioning segment
reported a net loss of $0.4 million in the quarter ended
December 31, 2002, compared to net income of $0.9 million in the
same quarter last year. This decrease primarily reflects a
lessening of activity for this business segment and reduced
gross margins. For the three months ended December 31, 2001, the
Company reported a net loss of $0.8 million from its investment
in a residential HVAC business. During the last quarter of
fiscal year 2002, the Company finalized a restructuring
agreement and no longer has an equity investment in the
residential HVAC business. There was no effect on net income
from the residential HVAC business in the quarter ended
December 31, 2002.

In the first quarter of fiscal year 2003, a subsidiary of the
Company sold a significant portion of its remaining interest in
a land development venture, which resulted in an after-tax gain
of $0.9 million.

                          Earnings Outlook

DeGraffenreidt said, "Looking to the future, we are providing
guidance for the second quarter of fiscal year 2003 in the range
of $1.50 to $1.60 per share. This guidance includes the effect
of actual weather through January 27, 2003, and an expectation
of normal weather thereafter. Our updated guidance also
anticipates an absence of non-recurring items and reflects
assumptions about the resolution of the pending Virginia and
District of Columbia rate cases." DeGraffenreidt also indicated,
"Our current estimate for fiscal year 2003 is forecasted in the
range of $2.00 to $2.10 per share, with the unregulated
businesses contributing $0.08 to $0.10 per share to this
estimate. This estimate reflects the same assumptions shown
above for the second fiscal quarter."

Headquartered in Washington, D.C., WGL Holdings is the parent
company of Washington Gas Light Company, a natural gas utility
that serves approximately 960,000 customers throughout
metropolitan Washington, D.C., and the surrounding region. In
addition, it holds a group of energy-related retail businesses
that focus primarily on retail energy-marketing and commercial
heating, ventilating and air conditioning services.

Additional information about WGL Holdings is available on its
Web site, http://www.wglholdings.com


WINDHAM COMMUNITY: Fitch Cuts $18MM Revenue Bonds Rating to BB+
---------------------------------------------------------------
Fitch Ratings downgrades its rating on the $18 million
Connecticut Health and Educational Facilities Authority hospital
revenue bonds, (Windham Community Memorial Hospital, Inc.
Project), series 1996C to 'BB+' from 'BBB-'. The Rating Outlook
is Negative.

The downgrade to 'BB+' reflects Windham Community Memorial
Hospital, Inc.'s weakening balance sheet, negative operating
performance, and high debt burden. Since fiscal 2000 (Sept. 30),
Windham's unrestricted cash and investments have steadily
declined from $13.2 million (99 days cash on hand and 61% cash
to debt) to $9 million (55 days cash on hand and 46% cash to
debt) at fiscal year-end 2002, respectively. The sharp decline
in Windham's liquidity is primarily due to rising accounts
receivables and a billing system conversion during 2001. As of
Dec. 31, 2002, Windham had 52 days cash on hand and days in
accounts receivables were 86 days. Windham reported a negative
0.8% operating margin in fiscal 2002 (associated with rising
malpractice and labor expenses), the first operational loss in
10 years, which resulted in weak debt service coverage of 1.5
times. Management's revised budget, which includes 1st quarter
performance, projects breakeven operations in fiscal 2003 (1.6x
coverage), but Fitch believes these estimates are aggressive
given recent trends.

The negative rating outlook assumes the recent decline in
liquidity and negative operational trends will continue over the
near-term. Unstable equity markets could cause further declines
in liquidity and non-operating income. Additionally, increases
in labor, supplies, and insurance expenses, combined with flat
volume, could hamper an immediate turnaround in operational
performance. Fitch also notes that Windham is externally
searching for a new chief financial officer, the past CFO
stepped down last fall and an interim CFO is currently in place.
Fitch believes the successful integration of a new CFO will take
time given the numerous internal and external obstacles facing
the hospital going forward. However, the senior management staff
has solid health care and market experience and has already
implemented some revenue cycle management initiatives, raised
rates for inpatient and outpatient services, and reduced costs
by cutting 19 FTEs. With a new billing system in place, Windham
should be able to collect some of its outstanding balances and
improve its unrestricted cash position. Windham's primary credit
strength is its leading 72% market share in its primary market
area, which has remained relatively stable over the past few
years. Fitch notes that if current operating trends and
liquidity levels do not stabilize or improve, then further
downgrades could be warranted.

Located in Willimantic, CT, Windham Community Memorial Hospital
is a 90-staffed bed hospital providing general acute care
services and chronic rehabilitation. In fiscal 2002, Windham
reported total operating revenues of $65.2 million. Windham's
quarterly financial disclosure to Fitch has been sufficient in
terms of content and timeliness.


WORLDCOM INC: Posts $194 Million in Net Loss for November 2002
--------------------------------------------------------------
WorldCom, Inc., filed its November 2002 Monthly Operating Report
with the U.S. Bankruptcy Court for the Southern District of New
York. During the month of November 2002, WorldCom recorded $2.2
billion in revenue, an operating loss from continuing operations
of $163 million and a net loss from continuing operations of
$194 million.

WorldCom's capital expenditures for the month were approximately
$48 million, including $27 million for property and equipment
and $21 million for related software. November depreciation and
amortization was $483 million.

WorldCom ended October with approximately $2.3 billion in cash
on hand, an increase of approximately $200 million from the
beginning of the month.

WorldCom continues to evaluate its balance sheet and expects to
record further write-offs of assets, including the likelihood
that it may determine that substantially all existing goodwill
and other intangible assets, currently recorded as approximately
$50 billion, should be written off. The Company is also
evaluating the carrying value of existing property and equipment
as to possible impairment of historic values. There is a
likelihood that a material portion of the existing property and
equipment carrying values, currently recorded as approximately
$32 billion, should be written off. Until the Company's audit of
previously reported asset values is complete, it cannot
determine with certainty the amount of its ultimate write- offs.
If an impairment is determined to exist prior to July 2002, the
November 2002 Monthly Operating Report and any previously
reported Monthly Operating Reports will be impacted accordingly.

The financial results discussed in this release and the November
2002 Monthly Operating Report exclude the results of Embratel.
Until WorldCom completes a thorough balance sheet evaluation,
the Company will not issue a balance sheet or cash flow
statement as part of its Monthly Operating Report.

The Monthly Operating Reports are available on WorldCom's
Restructuring Information Desk at http://www.worldcom.com

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, WorldCom believes
when it emerges from bankruptcy proceedings, its existing
WorldCom and Intermedia preferred stock and WorldCom group and
MCI group tracking stock issues will have no value.

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

DebtTraders says that Worldcom Inc.'s 7.750% bonds due 2007
(WCOE07USR1) are trading at about 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE07USR1
for real-time bond pricing.


WORLDCOM INC: BofA Wants Stay Relief to Foreclose Collateral
------------------------------------------------------------
Bank of America, N.A. is a secured creditor and party-in-
interest in Worldcom Inc., and its debtor-affiliates' chapter 11
cases.

Mary Grace Diehl, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, recounts that in 1996, Bank of America issued a
$25,000,000 letter of credit in connection with a tax advantaged
bond issue for Mississippi College.  The letter of credit was
amended from time to time as to the amount.  As of December 17,
2002, it was approximately $34,500,000.

In the fall of 2000, Ms. Diehl relates that WorldCom provided
Bank of America with a guarantee of certain obligations
including those arising under the letter of credit.  The
guarantee was amended from time to time.  On February 12, 2001,
the guarantee was amended in connection with an Omnibus
Amendment to Loan Documents between the Bank and Bernard Ebbers
and certain related companies.  On January 25, 2002, the
February 12, 2001 guaranty was reaffirmed and modified in
connection with a second restructuring of certain loans pursuant
to a Second Omnibus Amendment to Loan Documents.

On February 5, 2002, Ms. Diehl reports that WorldCom wired the
Bank $34,500,000 as cash collateral for the letter of credit.
Additional cash collateral amounting to $1,996,273.97 was
received on April 24, 2002.  The cash is held in an investment
account maintained at the Bank pursuant to a pledge agreement
between the parties dated as of February 5, 2002.  The Pledge
Agreement entitles the Bank to shift funds out of the Investment
Account to reimburse itself for any and all draws under the
letter of credit.

The Indenture Trustee under the Mississippi bonds caused the
bonds to be redeemed on December 17, 2002, through a draw on the
letter of credit.  Accordingly, the Bank honored a draw on the
letter of credit equal to $34,516,257.53 on December 17, 2002.

Ms. Diehl contends that the Bank is entitled to relief from the
automatic stay under Section 362(d)(2) of Bankruptcy Code
because WorldCom has no equity in that portion of the Investment
Account that secures the Bank's claim and these funds are not
necessary to an effective reorganization.  The Debtors have made
no request for use of the cash collateral and has other sources
of cash for its operations.

Pursuant to Section 362(d), the automatic stay can be lifted for
cause, including the lack of adequate protection of an interest
in a property of a creditor.  In this case, the Bank honored the
Indenture Trustee's draw on the letter of credit amounting to
$34,516,257.53 on December 17, 2002, representing principal plus
accrued interest on the bonds.  The Bank is a secured creditor
of WorldCom for all sums owed to it under the January 25, 2002
guaranty and the Pledge Agreement.  The total available in the
Investment Account as of December 17, 2002 was $36,964,807.51.

Ms. Diehl notes that the Debtors have not offered the Bank any
adequate protection for the automatic stay to remain in place.
Accordingly, cause exists under Section 362(d)(1) for the Court
to lift the automatic stay for the Bank to apply its collateral
to the debt.  The Bank will release any excess cash collateral
to the Debtors' bankruptcy estate. (Worldcom Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Dec. 31 Net Capital Deficit Widens to $222 Million
--------------------------------------------------------------
W. R. Grace & Co., (NYSE:GRA) reported that 2002 fourth quarter
sales totaled $453.4 million compared with $429.1 million in the
prior year quarter, a 5.7% increase. Excluding favorable
currency translation impacts in the quarter, sales were up 4.4%.
Revenue from acquisitions in catalyst products and construction
chemicals, and volume increases in most other product lines were
the primary reasons for the sales increase. Pre-tax income from
core operations in the fourth quarter of 2002 was $37.5 million
compared with $47.2 million in the fourth quarter of 2001.
Fourth quarter operating income was adversely affected by the
continued weakness in the global economy and in U.S. commercial
construction activity, coupled with higher pension, medical and
insurance costs. Fourth quarter net results were negative $25.5
million, compared with a positive $21.2 million, in the fourth
quarter of 2001. The net loss for the 2002 fourth quarter
includes a $51.0 million pre-tax charge (discussed further
below) to adjust Grace's estimate of defense and other probable
costs to resolve cost recovery claims by the EPA for cleanup of
vermiculite in and around Libby, Montana. Also impacting the
fourth quarter results was an $8.7 million pre-tax charge for
Chapter 11 related expenses, partially offset by lower interest
expense.

W. R. Grace & Co.'s December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $222 million.

"The fourth quarter turned out to be a difficult one for Grace,"
said Grace Chairman, President and Chief Executive Officer Paul
J. Norris. "Although we saw good performance in many product
lines, particularly outside North America, we experienced
weakness in some key U.S. market segments. Higher pension,
medical and insurance costs coupled with continued spending on
our commercial initiatives were only partially offset by Six
Sigma and our other productivity efforts. We are addressing our
legacy financial exposures through Chapter 11 and, with the
previously disclosed settlements in principle related to Grace's
fraudulent transfer case, have removed one of the obstacles to
developing a plan of reorganization."

For the full year 2002, Grace reported sales of $1,817.2
million, a 5.5% increase over 2001. Currency translation had
little impact on full year sales. Pre-tax income from core
operations was $180.8 million, 3.6% lower than 2001. The full
year pre-tax operating margin was 9.9%, lower than the prior
year by 1.0 percentage point. The cause was a combination of
overall higher costs for pensions, medical benefits and
insurance, the negative effects of the cost of facility
rationalizations and lower sales of specialty building
materials, offset by productivity gains. The year-over-year
added costs for pension, medical benefits and insurance
aggregated $36.9 million, of which $25.8 million was charged to
core operations. Net income and diluted EPS were $22.1 million
and $0.34 per share in 2002 compared with $78.6 million and
$1.20, respectively, for the full year 2001, reflecting special
pre-tax charges of $68.0 million for Libby-related liability and
defense costs and $14.4 million for added Chapter 11 expenses.
Other than Chapter 11 expenses, most of these added pre-tax
costs are all reflected in the Selling, General and
Administrative expense line on Grace's Consolidated Statement of
Operations.

                          CORE OPERATIONS

Davison Chemicals

Catalysts and Silica Products

Fourth quarter sales for the Davison Chemicals segment were
$237.7 million, up 9.0% from prior year sales of $218.1 million.
Excluding favorable currency translation impacts, sales were up
6.1% for the quarter. Sales increases were strong in North
America and Europe, offset by declines in Asia Pacific and Latin
America. Acquisitions completed in 2002 contributed
approximately 2.5 percentage points of the sales increase.
Operating income of $30.2 million was 7.6% lower than the 2001
fourth quarter; operating margin was 12.7%, about 2.3 percentage
points lower than the prior year. Operating income and margins
in the fourth quarter of 2002 were negatively affected by lower
than normal plant utilization and by product mix. For the full
year 2002, sales were $945.2 million, up 8.1% from 2001
(excluding currency translation impacts, sales were up 7.0%).
Full year 2002 operating income was $129.4 million, compared
with $123.8 million for the prior year, a 4.5% increase. Higher
expenses to support growth initiatives and increases in employee
benefits, insurance and other operating costs partially offset
added income from strong year-over-year sales growth.

Sales of catalyst products, which include refining catalysts,
polyolefin catalysts and other chemical catalysts, were up 10.1%
compared with the 2001 fourth quarter (7.1% excluding currency
translation impacts). This increase primarily reflected added
revenue from acquisitions and joint ventures that complemented
polyolefin and hydroprocessing catalyst product offerings. Sales
of silica products were up 6.2% compared with the fourth quarter
of 2001 (3.6% excluding currency translation impacts), primarily
from growth programs in coatings applications and added volume
in Europe and Asia Pacific.

Performance Chemicals

Construction Chemicals, Building Materials, and Sealants and
Coatings

Fourth quarter sales for the Performance Chemicals segment were
$215.7 million, up 2.2% from the prior year. Excluding
unfavorable currency translation impacts, sales were up 2.7%.
Sales volume was strong in all regions except North America,
where commercial construction activity continues to be weak.
Operating income was $21.8 million, compared with $21.1 million
in the prior year quarter. Operating margin of 10.1% was
slightly higher than the 2001 fourth quarter. Operating income,
although favorably impacted by sales growth in construction
chemicals (outside North America) and sealants and coatings, was
adversely affected by lower sales of building materials. Full
year 2002 sales were $872.0 million, up 2.7% from 2001 (3.7%
before currency translation impacts), while operating income was
$98.8 million, a 2.2% increase. The cost of facility
rationalizations during 2002 partially offset the profit
improvement from added sales and productivity.

Sales of specialty construction chemicals, which include
concrete admixtures, cement additives and masonry products, were
up 5.3% versus the year-ago quarter (4.5% excluding currency
translation impacts), despite reduced commercial construction
activity in North America. Sales were strong in all other
geographic regions, reflecting recovery of construction activity
and the success of new product programs and sales initiatives in
key economies worldwide. Sales of specialty building materials,
which include waterproofing and fire protection products, were
down 4.4% (down 5.5% before translation impacts) compared with a
record fourth quarter in 2001, reflecting softness in North
American construction and re-roofing activity. This business is
largely based in the United States and is most affected by
changes in U.S. commercial construction activity. Sales of
specialty sealants and coatings, which include container
sealants, coatings and polymers, were up 3.4% compared with the
fourth quarter of 2001 (up 7.3% before the effect of currency
translation), reflecting continued good results from growth
initiatives in coatings and closure compounds, particularly in
North America and Europe.

                     CHAPTER 11 PROCEEDINGS

On April 2, 2001 Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware. Grace's non-U.S. subsidiaries and certain of its U.S.
subsidiaries were not a part of the Filing. Since the Filing,
all motions necessary to conduct normal business activities have
been approved by the Bankruptcy Court.

The Bankruptcy Court has entered an order establishing a bar
date of March 31, 2003 for claims of general unsecured
creditors, asbestos property damage claims and medical
monitoring claims related to asbestos. The bar date does not
apply to asbestos-related bodily injury claims or claims related
to Zonolite(R) Attic Insulation, which will be dealt with
separately. Please refer to http://www.graceclaims.comfor
information and claim forms.

On November 29, 2002 Sealed Air Corporation and Fresenius
Medical Care AG, each announced that they had reached agreements
in principle with representatives of the asbestos claimants
committees in Grace's Chapter 11 cases to settle claims of
fraudulent conveyance related to the 1998 transaction involving
Grace's former packaging business and Sealed Air, and the 1996
transaction involving Grace's former medical care business and
Fresenius, respectively. Grace was not party to these agreements
in principle and cannot predict how they may ultimately affect
its plan of reorganization.

                     CASH FLOW AND LIQUIDITY

Grace's cash flow provided by operating activities was $195.5
million for the full year 2002, compared with $14.7 million in
the full year of 2001. Although core operating cash flow was
about even with 2001, lower working capital and substantially
lower expenditures for noncore liabilities (primarily asbestos-
related payments which are now subject to the Chapter 11
proceedings) contributed to the increase. Cash used for
investing activities was $110.8 million for the full year 2002,
approximately $20.6 million lower than 2001 due to a reduced
level of acquisition investing.

At December 31, 2002, Grace had available liquidity in the form
of cash ($283.0 million), net cash value of life insurance
($82.4 million) and unused credit under its debtor-in-possession
facility ($225.0 million). Grace believes that these sources and
amounts of liquidity are sufficient to support its strategic
initiatives and Chapter 11 proceedings for the foreseeable
future. The initial term of Grace's debtor-in-possession credit
facility expires in April 2003. Grace is in the process of
evaluating its needs for a renewal of such facility, which would
be subject to Bankruptcy Court approval.

Grace is a leading global supplier of catalysts and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately
$1.8 billion, Grace has over 6,000 employees and operations in
nearly 40 countries. For more information, visit Grace's Web
site at http://www.grace.com


XCEL ENERGY: Sees $2 Billion Net Loss for 2002
----------------------------------------------
Xcel Energy Inc.'s preliminary earnings for 2002 were a net loss
of $2.0 billion, including NRG results and impacts, compared
with net earnings of $791 million in 2001. Xcel Energy's
earnings, excluding NRG Energy's pro forma operating results and
other NRG impacts, were $525 million compared with $591 million
for the year 2001.

Xcel Energy considers its and NRG's results to be preliminary
until Xcel Energy's and NRG's financial results have been
audited and final financial statements have been distributed
publicly.

Xcel Energy's 2002 preliminary earnings consisted of the
following components:

      -- Utility net income of $606 million, compared with $655
million for the year 2001;

      -- Other subsidiary net losses and holding company costs of
$0.22 per share (including 1 cent per share of NRG restructuring
costs incurred at the holding company), compared with a loss of
$0.18 per share for the year 2001;

      -- NRG net loss of $3.2 billion (including a $3.0-billion
pretax loss, recorded primarily in the third quarter of 2002 for
asset impairments and disposal losses), compared with net income
of $200 million in 2001; and

      -- Tax benefit of $676 million in 2002 (as reported in
third quarter), related to Xcel Energy's investment in NRG.

"The 2002 financial results of our utility operations reflect
our continued focus on our primary business," said Wayne H.
Brunetti, chairman, president and chief executive officer of
Xcel Energy. "We are pleased with their performance, given the
less favorable market conditions of 2002 compared with 2001."

Xcel Energy's annual utility earnings-per-share contribution was
lower in 2002 than in 2001, primarily due to lower margins from
electric wholesale and trading sales. As anticipated, less
favorable market conditions reduced margins from electric
wholesale and trading sales, decreasing 2002 earnings by about
33 cents per share in comparison to 2001. Additionally, an
increased number of shares outstanding reduced utility earnings
by approximately 16 cents per share in 2002. These earnings
reductions were partially offset by higher retail electric
margins, reflecting sales growth and favorable weather impacts
in comparison to 2001.

NRG's results include operating losses from continuing low power
pool prices, as well as significant costs associated with the
potential financial restructuring with NRG's creditors.
Excluding asset impairment and disposal losses of $7.50 per
share, the preliminary estimate of NRG losses incurred in 2002
is $0.83 per share. Approximately $0.35 of such losses per share
was related to estimated restructuring costs incurred in 2002.

"As negotiations continue with NRG creditors, we remain
optimistic that a mutually beneficial resolution of the NRG
financial difficulties will be reached," said Brunetti. "Once
NRG's issues are behind us, we can focus all our attention on
the fundamentals of our core businesses."

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.


* Seth Palatnik Joins Huron Consulting as Managing Director
-----------------------------------------------------------
Huron Consulting Group announced that Seth Palatnik has joined
the company as a managing director in the national Valuation
Services practice. Palatnik will be based in the company's
headquarter office in Chicago.

"Seth's brings nearly 20 years of experience to our company,"
said Gary Holdren, president, Huron Consulting Group. "His
extensive experience in valuations and corporate finance will
help Huron Consulting Group significantly grow our Chicago and
national valuation practice."

Prior to joining Huron Consulting Group, Palatnik was a partner
and national director of the Valuation Services Practice at BDO
Seidman, LLP. Before BDO, Palatnik was a senior manager at KPMG
Peat Marwick and spent several years in the industry as a
financial analyst.

Since 1983, Palatnik has been actively involved in valuations
and corporate finance matters. He has a broad depth of
experience valuing companies, partnerships and intangible
assets. He has completed over 700 valuation assignments across a
full range of industries including: manufacturing; distribution;
retail; healthcare; food and beverage; financial services;
technology; lodging and leisure; and construction.

Palatnik received his B.S. in Accounting and M.B.A., with a
concentration in finance and marketing, from the University of
Illinois. He is an accredited senior member of the American
Society of Appraisers. He is also a member of the Business
Valuation Association, the Chicago Business Forum and other
local and national associations. Palatnik currently resides in
Chicago with his wife and three children.

Huron Consulting Group is a 325-person business consulting
organization created on the belief that our people are our
greatest asset and that our clients deserve our very best in
terms of effort, care, and intellectual capacity - delivered
objectively.

Corporate Advisory Services provides valuation, finance,
restructuring, and turnaround services to companies and lenders.
Financial & Economic Consulting performs investigations,
litigation analysis, expert testimony and forensic accounting.
Strategic & Operational Consulting provides higher education and
healthcare consulting, law department consulting and strategic
sourcing consulting.

Huron Consulting Group has its headquarters in Chicago, with
additional offices in Boston, Charlotte, Houston, New York and
San Francisco.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981092/internetbankrupt

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.

                           *********

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 ***