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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

            Monday, November 18, 2002, Vol. 6, No. 228

                          Headlines

ACCEPTANCE INSURANCE: S&P Places Low-B Ratings on Watch Negative
ADELPHIA: Circle Entities Want Stay Lifted to Begin Arbitration
ADVOCAT INC: Working Capital Deficit Reaches $58 Mil. at Sept 30
AEGIS COMMS: September Balance Sheet Upside-Down by $41 Million
AEROVOX: Court Fixes November 30 Administrative Claims Bar Date

AMERICAN RESTAURANT: S&P Lowers Credit & Sr. Sec. Ratings to B-
ANC RENTAL: Brings-In Coldwell as Missouri Real Estate Broker
ANGEION CORP: Sept. 30, 2002 Balance Sheet Upside-Down by $600K
ARMSTRONG: AWI Wants More Time to File Disclosure Statement
AT&T CANADA: Obtains Extension of CCAA Protection Until Feb. 28

AT&T LATIN AMERICA: Seeking Debt Workout to Address Funding Gap
BETHLEHEM STEEL: Retiree Panel Taps Drinker Biddle as Counsel
BIG CITY RADIO: Noteholders Agree to Forbear Until January 31
BOOTS & COOTS: Funds Insufficient to Meet Immediate Obligations
BULL RUN CORPORATION: Shapiro Discloses 9.44% Equity Stake

CHAPARRAL RESOURCES: Shareholders' Meeting to Convene on Dec. 10
COMPOSITECH LTD: E.D.N.Y. Court Dismisses Chapter 11 Proceeding
DICE INC: Fails to Meet Additional Nasdaq Listing Requirements
DOBSON COMMS: Balance Sheet Insolvency Nearly Triples to $410MM
EB2B COMMERCE: Receives $275K Escrow Proceeds from Financing

EL PASO CORP: Mulling Exit from the Energy Trading Business
ENCHIRA BIOTECH: Seeks Shareholder Approval to Dissolve Company
ENRON CORP: Judge Gonzalez Tinkers with Swidler Employment Order
EOTT ENERGY: Seeks Approval of Settlement Agreement with Enron
FOCAL COMMS: Defaults on Senior Credit Facility and Term Loan

FOUNTAIN VIEW: Plan Filing Exclusivity Extended through Nov. 22
GENTEK INC: Seeking to Employ Logan as Claims & Noticing Agent
GILAT SATELLITE: Firms-Up Details of Debt Restructuring Plan
GLOBAL CROSSING: Urges Court to Approve Settlement with Primus
GLOBALSTAR LP: Talking with Potential Investors on New Financing

GMAC COMM'L: Fitch Affirms Ratings on 2001-C1 P-T Certificates
HALSEY PHARMACEUTICALS: Net Capital Deficit Widens to $77 Mill.
HALSEY PHARMACEUTICALS: Inks Term Sheet for Additional Capital
HANOVER COMPRESSOR: S&P Keeps Watch on BB Corp. Credit Rating
HARKEN ENERGY: Bank One Waives Covenant Under Credit Agreement

HOUSE2HOME: Can Solicit Votes on Chapter 11 Plan until March 18
IN STORE MEDIA: Case Summary & 20 Largest Unsecured Creditors
INFINIUM SOFTWARE: Plans December Special Shareholders' Meeting
J.L. HALSEY: Board of Directors Terminates Plan of Restructuring
KAISER ALUMINUM: CEO Outlines Strategic Vision for Emergence

KAISER: Introduces New Product Line of Engineered Products
KEY3MEDIA GROUP: Covenant Violation Under Bank Facility Likely
KMART: Court Dismisses Suntrust's Motion to Allow $4.7MM Setoff
LEVEL 8 SYSTEMS: Names Bruce Hasenyager as New Board Member
LEVEL 8 SYSTEMS: Board Amends Proposed Reverse Stock Split

LOGAN GENERAL: Lifepoint to Acquire Assets for $87.5MM + Debts
MIRAVANT MEDICAL: Narrows Net Capital Deficit to $7.5 Million
NEON COMMS: Delaware Court Confirms Plan of Reorganization
NEXTEL COMMS: Fitch Revises Outlook on Low-B Ratings to Stable
OAKWOOD MANUFACTURED HOUSING: Fitch Takes Various Rating Actions

OM GROUP: S&P Keeps B+ Corp. Credit Rating on Watch Negative
ON COMMAND: Fails to Satisfy Nasdaq Continued Listing Standards
PACIFIC GAS: Asks Court to Approve DWR Power Procurement Deals
PENHALL: S&P Revises Outlook to Negative over Weak Performance
PERSONNEL GROUP: Begins $125MM+ Debt Restructuring Transactions

PG&E NATIONAL: Defaults on Corporate Revolving Credit Facility
PHAR-MOR: Hires Lindquist & Vennum as Vitamin Litigation Counsel
PLANET POLYMER: Ability to Continue Ops. Beyond 2002 Uncertain
PRIME RETAIL: Auditors Doubt Ability to Continue Operations
PUBLICARD INC: Red Ink Continues to Flow in Third Quarter 2002

RENT-WAY INC: Richard Strong Discloses 14.7% Equity Stake
RESCARE INC: Completes Amendment to $80 Million Credit Facility
SAFETY-KLEEN: Wants 6th Extension of Time to Propose a Plan
SHEFFIELD PHARMA: Must Meet Capital Requirement to Continue Ops.
SMTC CORP: Has Until Feb. 3, 2003 to Regain Nasdaq Compliance

SPECTRASITE HOLDINGS: Files Chapter 11 Petition in N. Carolina
SPECTRASITE HOLDINGS: Case Summary & 12 Unsecured Creditors
SPECTRASITE: S&P Drops Rating to D Following Chapter 11 Filing
STERLING: Court Approves Seventh Amendment to Credit Agreement
SUNBEAM: Obtains Open-Ended Lease Decision Period Extension

SUN HEALTHCARE: Working Capital Deficit Tops $63MM at Sept. 30
SWAN TRANSPORTATION: Signs-Up Bracewell & Patterson as Counsel
SYMPHONIX DEVICES: Board Adopts Liquidation & Dissolution Plan
TRENWICK GROUP: A.M. Best Hatchets Units' Fin'l Strength Ratings
TRENWICK GROUP: Lenders Agree to Forbear Until November 22, 2002

US AIRWAYS: Obtains Court Nod to Sign J.B. Webb Change Orders
TRISM INC: Solicitation Exclusivity Extended through February 11
VISKASE COMPANIES: Case Summary and 13 Largest Unsec. Creditors
VITAMIN SHOPPE: S&P Rates Planned $125MM Senior Sec. Loan at B+
WATTAGE MONITOR: Proceeds with Liquidation of Remaining Assets

WEIRTON STEEL: Annual Shareholders Meeting Scheduled for Dec. 11
WESTERN UNITED: A.M. Best Cuts Financial Strength Rating to B-
WILLIAMS COS.: Q3 2002 Results Swing-Down to Net Loss of $294MM
WISCONSIN AVE: Fitch Affirms BB/B Ratings on Two Note Classes
WORLDCOM INC: Wants EDS' Prompt Payment of $80.3-Mil. GNOA Fees

XO COMMS: Court Confirms Stand-Alone Reorganization Plan
Z-TEL TECHNOLOGIES: Sept. 30 Net Capital Deficit Widens to $91MM

* BOND PRICING: For the week of November 18 - 22, 2002

                          *********

ACCEPTANCE INSURANCE: S&P Places Low-B Ratings on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on Acceptance Insurance Cos., Inc., and its
operating units on CreditWatch with negative implications. At
the same time, Standard & Poor's placed on CreditWatch with
negative implications its 'CCC+' rating on the company's trust-
originated preferred securities due 2027.

In addition, Standard & Poor's also said it place its 'BBB-'
counterparty credit and financial strength ratings on American
Growers Insurance Co., on CreditWatch with negative
implications.

"The rating action reflects AICI's postponement of its third-
quarter earnings conference call, originally scheduled for Nov.
15; its concomitant announcement that it intends to extend the
date for filing its 10-Q quarterly report to the Securities and
Exchange Commission; unusual trading activity and steep decline
in the market value of its common stock; and management's noting
when it postponed the earnings call that it was in active
discussions regarding possible strategic transactions--a fact
known to Standard & Poor's," said Standard & Poor's credit
analyst Charles Titterton.

AICI is a holding company whose main operation is AGIC, the
largest provider of federal multiperil crop insurance and crop
revenue coverage insurance to farmers in the U.S. In addition,
AGIC writes commercial crop and named peril insurance for
farmers. AICI also owns Acceptance Insurance Co., an
unsuccessful multiline commercial insurer that is in runoff.

On August 29, 2002, Standard & Poor's affirmed its ratings and
established a positive outlook on AICI and AGIC, citing the
latter's strong market position and good long-term operating
results in MPCI and CRC and the former's ability to service its
trust-originated preferred securities, the only external source
of funds on its balance sheet besides funding obtained in the
normal course of business like accounts payable. On that
date Standard & Poor's lowered its counterparty credit and
financial strength ratings on AIC to 'B+' from 'BB-' and, at
management's request, withdrew these ratings.

Standard & Poor's expects to resolve its CreditWatch after
talking with management about the current state of affairs of
the Acceptance organization.


ADELPHIA: Circle Entities Want Stay Lifted to Begin Arbitration
---------------------------------------------------------------
Circle Acquisitions Inc., and Circle Security Systems Inc., seek
relief from the automatic stay to proceed with the arbitration
entitled "Circle Acquisitions, Inc. v. Starpoint Limited
Partnership," currently pending before the American Arbitration
Association in Miami, Florida, Case No. 32 181 00029 01.  Circle
wants to liquidate the amount of its claims against Debtor
Starpoint, an affiliate of Adelphia Communications.

Jay L. Silverberg, Esq., at Silverberg Stonehill & Goldsmith
P.C., in New York, informs the Court that Circle designs,
installs, services, and monitors security and alarm systems.
Circle operates as a full-service alarm and security systems
provider.  Over the course of 26 years, through much hard work,
capital investment and customer service, Circle obtained a large
customer base among affluent and middle-income residential and
commercial customers in the Miami and Tampa areas.

Circle's business depends on four revenue sources:

   -- new alarm and security system installations;

   -- service of existing systems;

   -- alarm system monitoring; and

   -- design, sales and installation of high-end audio-visual
      home theater systems.

In early 1999, Circle began investigating the possibility of
assigning to a larger regional or national alarm company --
Starpoint Limited Partnership -- a portion of one of its revenue
streams.

According to Mr. Silverberg, Starpoint is a Debtor that is also
engaged in the home security business.  In December 1999, Circle
negotiated and entered into an Asset Purchase Agreement pursuant
to which Starpoint purchased and assumed a large portion of
Circle's customer alarm monitoring contracts.  A material aspect
of the transaction was that Circle was to continue to have the
exclusive rights to sell alarm and security systems to customers
whose monitoring contracts were assigned, and to service the
alarm systems of those customers.

Mr. Silverberg contends that Starpoint, acting through and in
concert with various agents and affiliates:

   -- systematically defrauded Circle by never intending to
      fulfill its obligations under the Purchase Agreement, and
      in fact used the transaction as a means to pirate and
      convert the sales and service business of Circle;

   -- materially breached, in virtually every respect, the
      Purchase Agreement and related documents and instruments;

   -- tortiously interfered with Circle's relationships with its
      customers; and

   -- conspired to commit various fraudulent and wrongful acts
      with the intent and result of crippling Circle's business
      while enriching Starpoint, its partners, agents and
      affiliates.

Circle estimates that it suffered actual damages exceeding
$15,000,000.  Circle believes and alleges that it is also
entitled to both substantial consequential and punitive damages
amounting to $10,000,000 or more.

Pursuant to the binding arbitration provisions contained in the
agreements between the parties, in January 2001, Circle
commenced the Arbitration against Starpoint.  Circle believes
that its claims can be most effectively and efficiently
liquidated by permitting the Arbitration to continue.  Mr.
Silverberg insists that allowing the Arbitration to go forward
would be in the interest of "judicial economy and expeditious
and economical resolution of litigation," which is an important
factor to be considered under relevant case law.  As of the
Petition Date, the Arbitration had already been pending for 16
months.  Each of the parties devoted enormous efforts and
resources to the arbitration of Circle's claims.  Several
telephone hearings with the Arbitrator had been held, witness
lists had been exchanged, and the parties had submitted
pleadings and briefs to the Arbitrator. In fact, most of the
discovery has been completed and, with the exception of a few
discovery matters, the case is ready for final adjudication by
the arbitrator.

In the Arbitration, Mr. Silverberg explains that Circle seeks
substantial damages under contract and tort causes of action,
which are governed by state substantive law.  While the
Arbitration was commenced to address Starpoint's prepetition
breaches of contract and torts, certain of the wrongs alleged in
the Arbitration are continuing wrongs.  Because these continuing
wrongs may give rise to administrative claims for postpetition
damages to Circle, Circle may seek to rely on the arbitration
award to assert administrative, as well as prepetition, claims.
Circle's claims are based on complex factual scenarios.
Therefore, to the extent that there are factual disputes, the
tribunal charged with establishing the facts of Circle's claims
will be required to devote substantial energies and attention to
"sorting it out" and liquidating Circle's claims.

Also, Mr. Silverberg points out that in the Arbitration, both
Starpoint and Circle are represented by Florida-based attorneys,
who are well versed in the facts surrounding the dispute since
they have been litigating this matter for nearly a year and a
half.  To say that it would be wasteful for all concerned to
change attorneys is an understatement.  It is important to note
that all of the material witnesses to the Arbitration, including
Starpoint's own witnesses, reside in or around the State of
Florida.  Circle's counsel in the Arbitration has indicated that
there may be dozens of witnesses, nearly all of whom reside in
Southern Florida.  Clearly, it will not be economically feasible
for Circle to litigate its claim in New York, and Circle will be
severely prejudiced if it is compelled to do so.

Mr. Silverberg tells the Court that the inefficiency and
unfairness of abandoning the Arbitration and forcing Circle to
liquidate its claim in the Bankruptcy Court would be felt most
severely by Circle, which is a privately-held business that and
has already spent a substantial amount of time and money in
pursuing the Arbitration.  To ask Circle to start over, and to
spend thousands of dollars to litigate its claim in New York
would be extremely prejudicial to Circle's ability to fairly
establish its claim, and may make it financially impossible for
Circle to obtain due process.  To burden all concerned with
trying a case over a thousand miles away from where everyone
involved is located, especially when there are no pure
bankruptcy issues implicated, would be, at best, wasteful.

The Purchase Agreement specifies that all disputes with Circle
would be resolved in arbitration before the American Arbitration
Association in Naples, Florida.  In fact, Mr. Silverberg points
out that Starpoint filed and argued a Motion to Compel
Arbitration in Naples, Florida, in the Circuit Court in and for
Miami-Dade County, Florida.  Circle did not oppose the motion,
and it was granted.  Relying on the requirements of the
contractual language, and the subsequent Circuit Court Order,
Circle, at significant extra expense, filed for and proceeded
with arbitration in Naples, Florida.  The Debtors, having chosen
that forum and venue in their contract, and having obtained a
Circuit Order compelling that forum and venue, acknowledged the
convenience, equity, and fairness of completing the pending
Arbitration in Naples, Florida.

Furthermore, Mr. Silverberg adds that it would be unfair and
inefficient to burden the Bankruptcy Court with a complex trial
on a claim that is already subject to ongoing arbitration.
There is substantial authority supporting the position that this
Court may abstain from de novo involvement in proceedings that
are already ongoing in other courts at the time of the filing,
even if these proceedings could be deemed core proceedings.  It
would be a complete waste of this Court's precious and
specialized resources to "reinvent the wheel," and hear a
complex state law case that has been subject to an ongoing
arbitration.

While the Debtors may argue that its bankruptcy case is in its
infancy and that it is premature to deal with claims, or that it
is a waste of estate resources to be burdened with dealing with
claims at this juncture, Mr. Silverberg believes that it is
essential to the administration of this bankruptcy case that the
stay be lifted to allow liquidation of Circle's claim as soon as
possible.  Circle's claim may make it the largest creditor of
Starpoint, and a significant creditor in the cases as a whole.
It will be impossible for the Debtors to move this case forward
without liquidating this claim.  While the Debtors may want to
wait to deal with Circle's claim, or the Debtors' bankruptcy
attorneys may posit reasons to have more litigation in New York,
the reality is that this claim is going to take a long time to
adjudicate.  To start what could be a year-long process when the
Debtors are ready to solicit votes on a plan would be folly.  It
is in the best interests of the bankruptcy estate to efficiently
and expeditiously liquidate Circle's claim now to avoid an
unnecessary impediment to the administration of this estate or
unnecessary litigation in the plan confirmation process.

Moreover, Mr. Silverberg asserts that Circle will be severely
prejudiced by delay.  It has been devastated by Starpoint's
wrongful acts.  Circle needs to have this claim adjudicated
promptly before records are lost, witnesses die or disappear,
and memories fade.  This concern is particularly acute in this
case where many of the important witnesses are third parties
with no stake in the litigation, and no continuing relationship
with either of the parties.  Also, delay is particularly
prejudicial to Circle whose ability to prove its case is
compromised by delay.  It is also relevant to consider the fact
that, if the claim is liquidated, Circle may have the
opportunity to transfer the claim as a way of mitigating the
horrendous damages it has already suffered. (Adelphia Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebtTraders reports that Adelphia Communications' 10.500% bonds
due 2004 (ADEL04USR1) are trading between 35 and 37. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for real-time bond pricing.


ADVOCAT INC: Working Capital Deficit Reaches $58 Mil. at Sept 30
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Advocat Inc., (Nasdaq: AVCA) announced its results for the third
quarter ended September 30, 2002. The Company reported a loss of
$2.4 million in the third quarter of 2002 compared with a loss
of $9.9 million for the same period in 2001. Net revenues for
the third quarter ended September 30, 2002, were $48.8 million
compared with net revenues of $52.8 million in 2001.

U.S. nursing homes net revenues increased slightly to $41.2
million in the third quarter of 2002 compared with $41.1 million
in the third quarter of 2001. Nursing home revenue benefited
from increased Medicare utilization, Medicare rate increases,
higher Medicaid rates in certain states, and was partially
offset by a 2.0% decline in U.S. nursing home occupancy. Net
revenues for U.S. assisted living facilities declined 58.4% to
$3.2 million compared with net revenues of $7.8 million in 2001
and was primarily due to lease terminations since the third
quarter of last year. Canadian revenue increased 10.2% to $4.4
million compared with net revenues of $4.0 million in the third
quarter of 2001 due to higher census compared with the third
quarter of the prior year.

Operating expenses decreased 20.1% to $40.9 million in the third
quarter compared with $51.2 million in 2001. The decrease was
primarily due to a reduction in bad debt and professional
liability expense and lower expenses related to lease
terminations at certain nursing homes and assisted living
facilities. Partially offsetting these decreases were cost
increases related to wages, nursing and ancillary expenses to
support the increase in Medicare utilization. The Company's
professional liability costs for U.S. nursing homes and assisted
living facilities decreased to $2.9 million in 2002 from $10.5
million in 2001. The 2001 professional liability expense
included a one-time charge of $8.7 million recorded on an
actuarial review and reflected the effects of additional claims
and higher settlements per claim.

At September 30, 2002, Advocat had negative working capital of
$58.1 million primarily due to $54.6 million of debt being
classified as current liabilities resulting from the Company's
covenant non-compliance and other cross-default provisions.
Based on regularly scheduled debt service requirements, the
Company has $32.7 million of debt that must be repaid or
refinanced in the next 12 months. The Company has incurred
losses during 2002, 2001 and 2000 and has limited resources
available to meet its operating, capital expenditures and debt
service requirements during 2002 and 2003.

As of September 30, 2002, the Company is engaged in 59
professional liability lawsuits, including 17 in Florida, 18 in
Arkansas, and 7 in Texas. On July 22, 2002, a jury in Mena,
Arkansas issued a verdict in a professional liability lawsuit
against the Company totaling $78.4 million. The Company has
appealed the verdict.

Advocat Inc., operates 100 facilities including 63 skilled
nursing facilities containing 7,198 licensed beds and 37
assisted living facilities with 3,664 units as of September 30,
2002. The Company operates facilities in ten states, primarily
in the Southeast, and three provinces in Canada.


AEGIS COMMS: September Balance Sheet Upside-Down by $41 Million
---------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
leading provider of multi-channel customer relationship
management to Fortune 500 and progressive companies, reported
its results for the third quarter of 2002.

Total revenues generated during the quarter ended September 30,
2002 were $29.0 million as compared to $50.0 million in the
third quarter of 2001, a decrease of $21.0 million, or 42.0%.
For the nine months ended September 30, 2002 revenues were
$102.6 million, 37.7% less than the $164.8 million of revenues
generated by the Company in the prior year comparable period.

"The decline in revenue we have experienced through the first
nine months and the third quarter of 2002 is primarily
attributable to the continued weakened transaction volumes from
our existing clients.  In fact, when comparing the third quarter
of 2002 with the same quarter in 2001, the decline in our three
largest clients explains 80% of the total decline in revenue.

It is important to note that we have not lost any significant
clients during 2002 due to service or quality issues, but have
been severely impacted by the economic factors adversely
affecting our historical client base," stated Herman Schwarz,
the Company's President and Chief Executive Officer.

Earnings before interest, taxes, depreciation and amortization
("EBITDA") for the three months ended September 30, 2002 was a
loss of $1.6 million, as compared to EBITDA of $1.9 million in
the prior year comparable period. EBITDA for the nine months
ended September 30, 2002 and 2001 was $5.9 million and $13.2
million, respectively.  Excluding certain one-time items
recorded in the second quarter of 2002, and the cumulative
effect of a change in accounting for goodwill discussed below,
the Company incurred a loss before interest, taxes, depreciation
and amortization of $1.5 million for the nine months ended
September 30, 2002.

"While the revenue deterioration from our most significant
clients has clearly challenged our business fundamentals, the
issue has been compounded by the lack of new deal opportunities
available to our industry in the last fifteen months.  In spite
of this drought, and in the face of stringent cost cutting
measures to counteract the revenue decline, we have invested in
our sales and marketing initiatives," commented Mr. Schwarz.
"This investment is beginning to show dividends as we have
closed new contracts with two new blue chip accounts in the past
month and have experienced a general strengthening of our sales
pipeline.  We are especially encouraged that we are winning this
business, as well as expanding our relationships with several of
our smaller imbedded clients, at the expense of the larger
competitors in our space.  We are committed to reversing our
revenue trend in 2003, by continuing to focus on diversifying
our client base and stabilizing existing relationships."

The Company incurred a net loss available to common shareholders
of $7.7 million for the quarter ended September 30, 2002.
During the prior year comparable quarter, the Company incurred a
net loss available to common shareholders of approximately $4.6
million.  For the nine months ended September 30, 2002 the
Company generated a net loss available to common shareholders of
$65.4 million as compared to $8.3 million the nine months ended
September 30, 2001.  Excluding the one-time items discussed
below, net loss available to shareholders for the nine months
ended September 30, 2002 was $19.6 million.

Earnings for the nine months ended September 30, 2002, were
affected by several one-time items.  During the quarter ended
September 30, 2002, and in connection with the adoption of
Financial Accounting Standards Board Statement No. 142 ("SFAS
142") concerning new accounting rules related to business
combinations, the Company completed the transitional goodwill
impairment test. As a result of the performance of the
impairment test, the Company concluded that goodwill was
impaired and recorded a non-cash goodwill impairment loss of
$43.4 million, as a cumulative effect of an accounting change
retroactive to January 1, 2002.  During the quarter ended June
30, 2002, the Company recognized a gain of $8.3 million on the
sale of assets of Elrick & Lavidge, the Company's marketing and
research division.  During the second quarter of 2002, the
Company also recorded $0.9 million in restructuring charges
related to the closing of one of its U.S. - based call centers,
and recorded a provision for income taxes of $9.8 million as the
Company increased the valuation allowance for its deferred tax
asset.  The net impact of these one-time items on net loss
available to common shareholders for the nine months ended
September 30, 2002, was $45.8 million.

Revenue Mix.  Together, inbound CRM and non-voice & other
revenues represented 82.7% of the Company's revenues in the
third quarter of 2002 versus 77.5% in the third quarter of 2001.
Outbound CRM revenues accounted for 17.3% of total revenues for
the three months ended September 30, 2002 as compared to 22.5%
in the comparable prior year period.

Revenue Concentration.  The Company is dependent on several
large clients for a significant portion of its revenues.  For
the three months ended September 30, 2002 the Company's three
largest customers accounted for approximately 58.6% of the
Company's revenues.

Cost of Services.  For the quarter ended September 30, 2002,
cost of services, which vary substantially with revenue,
decreased by approximately $13.3 million, or 39.5%, to $20.4
million versus the quarter ended
September 30, 2001.  Cost of services as a percentage of
revenues for the quarter ended September 30, 2002 increased
slightly to 70.2%, from 67.4% during the comparable prior year
period.  For the nine months ended
September 30, 2002 cost of services dropped $38.5 million to
$70.0 million compared to the first nine months of 2001.  As a
percentage of sales, cost of services rose slightly over the
same period, from 65.8% to 68.2%.

Selling, General and Administrative.  Selling, general and
administrative expenses were reduced 31.5% to $10.2 million in
the quarter ended

September 30, 2002 versus $14.9 million the prior year quarter.
As a percentage of revenue, selling, general and administrative
expenses for the quarter ended September 30, 2002 were 35.2% as
compared to 29.8% for the prior year period.  For the nine
months ended September 30, 2002, selling, general and
administrative expenses were $34.1 million, or 33.3% of revenues
versus $42.9 million, or 26.0% of revenues for the nine months
ended September 30, 2001.  The reduction in selling, general and
administrative expenses over the three and nine months ended
September 30, 2002 is primarily attributable to the Company's
on-going cost reduction efforts.

Depreciation and Amortization.  Depreciation and amortization
expenses, excluding acquisition goodwill amortization, decreased
$0.3 million, or 7.4% in the quarter ended September 30, 2002 as
compared to the quarter ended September 30, 2001.  As a
percentage of revenue, depreciation and amortization expenses
were 11.3% in the quarter ended September 30, 2002 versus 7.1%
in the quarter ended September 30, 2001.  For the nine months
ended September 30, 2002 and September 30, 2001 depreciation and
amortization expenses were $9.6 million, or 9.4% of revenues and
$10.2 million, or 6.2% of revenues, respectively.  In accordance
with SFAS 142 beginning January 1, 2002, the Company no longer
amortizes goodwill resulting from acquisitions.  Acquisition
goodwill amortization of approximately $0.6 million, or $0.01
per common share and $1.8 million, or $0.03 per common share was
taken in the three and nine months ended September 30, 2001.

Restructuring Charges.  The Company recorded $0.9 million in
restructuring charges in the second quarter of 2002, related to
the closing of one of its U.S. call centers.  Included in the
restructuring charges was $0.8 million in non-cancelable lease
costs, including costs associated with the future payment of an
early buy out, as provided in the lease.  The remainder of the
charges related primarily to the removal from operations and or
disposal of certain leasehold improvements, equipment, furniture
and fixtures.  No additional restructuring charges were incurred
during the quarter ended September 30, 2002.

Income Tax Provision.  The Company has not provided an income
tax benefit to the operating losses incurred during 2002, as
such benefit would exceed the projected realizable deferred tax
asset.

Income (loss) from Discontinued Operations.  As reported
previously, on April 12, 2002, the Company completed the sale of
assets of Elrick & Lavidge, its marketing research division, to
Taylor Nelson Sofres Operations, Inc., a wholly-owned subsidiary
of United Kingdom based Taylor Nelson Sofres plc.  The Company
recognized a gain on disposal of the segment of $8.3 million,
which was reported in its second quarter results.  Elrick &
Lavidge's revenues, reported in discontinued operations, for the
three months ended September 30, 2001 were $6.3 million.
Revenues reported in discontinued operations for the nine months
ended September 30, 2001 were $16.7 million, and were $6.2
million for the nine months ended September 30, 2002.

Change in Accounting Principle.  In connection with the adoption
of SFAS 142, the Company completed the transitional goodwill
impairment test during the quarter ended September 30, 2002.  A
third party engaged by the Company performed the valuation.  As
a result of the performance of the impairment test, the Company
concluded that goodwill was impaired, and accordingly,
recognized a goodwill impairment loss of $43.4 million.  The
non-cash impairment charge was reported as a cumulative effect
of an accounting change retroactive to January 1, 2002, in
accordance with the provisions of SFAS 142.  The goodwill
impaired was related to prior acquisitions for which the
perceived incremental value at time of acquisition did not
materialize.

Cash and liquidity.  Cash and cash equivalents at September 30,
2002 and December 31, 2001 were $1.1 million.  Working capital
totaled $5.1 million and $14.4 million at September 30, 2002 and
December 31, 2001, respectively. Availability under the
Company's revolving line of credit was $9.5 million at September
30, 2002.  Outstanding bank borrowings under the line of credit
at September 30, 2002, were $5.0 million as compared to $13.8
million at December 31, 2001.

Aegis Communications Group, Inc., provides multi-channel
customer relationship management and marketing services,
including customer acquisition and retention programs, database
management, analytical services and market intelligence.  Aegis'
services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 4,300 people and utilizing over 5,600 production
workstations. Further information regarding Aegis and its
services can be found on its Web site at
http://www.aegiscomgroup.com

At September 30, 2002, Aegis Communications Group, Inc.'s
total shareholders' equity tops $40.9 Million.


AEROVOX: Court Fixes November 30 Administrative Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
fixed a deadline by which all entities wishing to assert an
administrative claim against Aerovox, Inc.'s estate, incurred
from June 6, 2001 through October 9, 2002, must do so.

All creditors must file their administrative proofs of claim on
or before November 30, 2002, or be forever barred from asserting
that claim.  Proofs of claims must be received on or before 4:30
p.m. on the Administrative Bar Date at:

          Clerk of the United States Court
          Attn: Thomas P. O'Neill
          Federal Building
          10 Causeway Street
          Boston, Massachusetts 02222

New Bedford Capacitor, Inc., f/k/a Aerovox Inc., a leading
manufacturer of electrostatic and aluminum electrolytic
capacitors, filed for chapter 11 protection on June 6, 2001 in
Massachusetts.  When the company filed for protection from its
creditors, it listed $70,702,599 in assets and $54,721,050 in
debt. In a Form 8-K dated January 26, 2002, the Debtor reported
$65,944,337 in assets and $56,218,563 in liabilities.


AMERICAN RESTAURANT: S&P Lowers Credit & Sr. Sec. Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on casual dining restaurant
operator American Restaurant Group Inc., to 'B-' from 'B'.

The outlook is negative. Los Altos, California-based American
Restaurant Group had about $160 million of debt outstanding as
of September 30 2002.

"The downgrade is based on the company's declining operating
performance, very weak credit protection measures, and limited
liquidity," said Standard & Poor's credit analyst Robert
Lichtenstein. "Operating performance continued to weaken in
2002. Same-store sales declined 3% in the first nine of 2002
after falling 4.2% in all of 2001. Moreover, the company's
operating margin in the first nine months of 2002 decreased to
8.2% from 10% in 2001. The decline was due to a lower average
check, which resulted from a change in menu mix designed to
increase customer traffic, and higher labor costs."

As a result, cash flow protection measures have deteriorated
with EBITDA covering interest under 1.0 time. Liquidity is
limited, as the company had $10.1 million in cash and $7.3
million available on a $15 million revolving credit facility as
of September 30, 2002, and made a $9.4 million interest payment
in November 2002.

The negative outlook reflects Standard & Poor's concern that
American Restaurant Group will be challenged to improve its
operating performance and liquidity position in the current
economic environment. If the company's operating performance
does not improve or its liquidity position deteriorates, the
ratings could be lowered.


ANC RENTAL: Brings-In Coldwell as Missouri Real Estate Broker
-------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, relates that prior to the Petition
Date, ANC Rental Corporation and its debtor-affiliates undertook
a comprehensive review of their real property to determine which
properties must be disposed of as part of the elimination of
unprofitable locations.  From that review, the Debtors
identified their property at 9305 Natural Bridge Road in St.
Louis, Missouri as a candidate for disposition.

The Debtors seek the Court's authority to employ Coldwell Banker
Commercial CRA LLC as their real estate brokers -- nunc pro tunc
to February 15, 2002 -- for marketing and selling of the
property.  For its services, Coldwell will receive compensation
in the form of a 6% commission of the sale price if it is the
only broker, or in the case of dual brokers, Coldwell Banker
will split the 6% commission on a 50/50 basis with the
cooperating broker.

Gregory J. Nooney Jr., a partner at Coldwell, assures the Court
that the firm is a "disinterested person" in the Debtors' cases,
having no previous or current relationship to any party-in-
interest. (ANC Rental Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ANGEION CORP: Sept. 30, 2002 Balance Sheet Upside-Down by $600K
---------------------------------------------------------------
Angeion Corporation (Nasdaq: ANGVC) reported the results of its
third quarter ended September 30, 2002. Revenue for the quarter
was $4.2 million, compared to $4.0 million for the same period
last year. Net income for the quarter was $2.4 million, or $0.67
per share, including $2.9 million for net licensing revenue
received in connection with the settlement of a patent
infringement lawsuit, compared to a loss of $1.8 million for the
third quarter of 2001. Excluding the settlement, there would
have been a net loss of $501,000 for the three months ended
September 30, 2002.

For the recently completed quarter, total revenue increased by
$223,000 over the same period in 2001. Domestic product revenue
increased by $366,000, or 14.1 percent and service revenue
increased by $133,000, or 20.2 percent. These increases were
offset by a $276,000 decrease in international product revenue.
Both economic uncertainty and devaluing currencies in the
Company's traditional European and Latin American markets
affected international revenue.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $600,000.

Rick Jahnke, President and Chief Executive Officer of the
Company, stated, "The results of the quarter reflect the
significant re-positioning that has taken place and demonstrate
the opportunities that we have ahead of us. This is the second
consecutive quarter that our core Medical Graphics products have
shown a significant increase in U.S. demand over the prior year.
We believe that with the $20 million of debt now converted to
equity, eliminating our future interest expense, and a strong
balance sheet with cash and marketable securities of over $4.0
million, we are positioned to take advantage of the
opportunities that exist both in our traditional cardio-
respiratory market and our new business line in the health and
fitness market.

"We are also pleased to report that net income for the current
quarter includes $2.9 million, net of transaction expenses, from
a non-exclusive licensing agreement for our patented cardiac
stimulation technology. The payment for this license, which was
received in October, brings the Company's cash balance to over
$1.25 per share at October 31, 2002 with no debt.

"In addition, we are especially encouraged by the market
response to the recent introduction of our New Leafr health and
fitness weight loss training products at the Club Industry 2002
tradeshow. These products, which are marketed to consumers
primarily through health and fitness clubs, help people achieve
their weight loss goals through accurate measurements of their
bodies' metabolic response to exercise. The product line, which
is partially derived from Medical Graphics' patented technology,
includes biofeedback devices that verbally coach the user during
exercise. The size of this market, the early response to the
products and the resources we have to develop the market, as
reflected on our quarter-end balance sheet, give us great reason
for optimism," Jahnke concluded.

For the nine months ended September 30, 2002, revenue was $12.5
million, compared to $12.3 million in 2001. For the same period,
the Company reported a net loss of $1.0 million compared to a
net loss of $4.4 million through September 30, 2001. For the
quarter ended September 30, 2002, the Company reported an
operating loss of $503,000, compared to an operating loss of
$1.3 million a year ago. For the nine months ended September 30,
2002, the operating loss was $3.2 million, compared to an
operating loss of $3.0 million for the first three quarters of
2001.

Earnings per share for the quarter and the nine months reflect
the effect of the Company's Joint Modified Plan of
Reorganization under Chapter 11 of the federal bankruptcy laws.
Under the terms of the Plan, the holders of the Company's 7 1/2
percent Senior Convertible Notes, due April 2003, agreed to
convert the debt to equity. The Noteholders and other holders of
certain unsecured claims received a pro rata share of 95 percent
of replacement common shares that were issued pursuant to the
Plan. On October 25, 2002, the conversion took place and all
outstanding notes were cancelled. The transaction was
implemented as a voluntary Chapter 11 Bankruptcy for the purpose
of enabling the Company to retain unimpaired utilization of a
net operating loss carryforward of over $125 million. Holders of
the Company's old common stock received a pro rata share of 5
percent of the replacement common stock. Each equity holder
received one share and one warrant to purchase an additional
share of replacement common stock for every 20 shares of the old
common stock that was owned prior to the effective date. As a
result, the weighted average common shares outstanding for the
quarter and the nine-month period ended September 30, 2002, was
3,594,627.

The Company also announced that in connection with the October
25, 2002 effective date of its Plan of Reorganization, it is
changing its fiscal year from December 31 to October 31. The
Company is changing its fiscal year to coincide more closely
with buying patterns in the Medical Graphics' medical equipment
business as well as the New Leaf health and fitness product
business. The change will also enable the Company to report its
results in the future on a comparable basis as a result of the
"fresh start" accounting rules that the Company is required to
adopt in connection with its emergence from bankruptcy. A
detailed discussion of the Company's pro forma financial
position, results of operations and "fresh start" accounting
principles is contained in the Company's Form 10-QSB for the
quarter ended September 30, 2002, which is being filed with the
SEC on November 14, 2002.

Founded in 1986, Angeion Corporation acquired Medical Graphics
-- http://www.medgraphics.com-- in December 1999. Medical
Graphics develops, manufactures and markets non-invasive cardio-
respiratory diagnostic systems and related software for the
management and improvement of cardio-respiratory health. The
Company has also introduced a line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand -- http://www.newleaf-online.com-- help
consumers effectively manage their weight and improve their
fitness. They are marketed to the consumer primarily through
health and fitness clubs and cardiac rehabilitation centers. For
more information about Angeion, visit http://www.angeion-ir.com


ARMSTRONG: AWI Wants More Time to File Disclosure Statement
-----------------------------------------------------------
Armstrong World Industries asks Judge Newsome to further extend
the time to file a disclosure statement supporting the filed
plan of reorganization.  No specific date is proposed, although
AWI says it will file the disclosure statement before the end of
the year.

Rebecca L. Booth, Esq., at Richards Layton & Finger, explains
that AWI has been focusing its efforts, together with the
Asbestos PI Committee, the Future Claimants' Representative, and
the Unsecured Creditors' Committee regarding the Chapter 11
cases of Armstrong Holdings, Inc., and its debtor-affiliates, on
negotiating and working out the details of a comprehensive plan
of reorganization that has the support of all of the major
constituencies in AWI's chapter 11 case.  These efforts have
required substantial investments of time and effort on the part
of AWI, the Committees, and their professionals.  The results of
these efforts have been culminated in the filing of AWI's plan.

Because the parties' efforts have been focused on finalizing a
plan of reorganization and because negotiations among the
parties and modifications to the plan have occurred right up to
the filing date, a proposed disclosure statement to go with the
plan has not been completed.  AWI believes that the process of
approval of a disclosure statement will be more efficient if,
before a proposed disclosure statement is filed, AWI is able to
circulate it to the Asbestos PI Committee, the Future Claimants'
Representative, and the Unsecured Creditors' Committee for their
input.  Moreover, key exhibits to the Plan, like the Asbestos PI
Trust Agreement and the Asbestos PI Trust Distribution
Procedures, are still being finalized.  Before AWI can address
the issues arising under the exhibits in the proposed disclosure
statement, the basic elements of these documents must be
finalized.

Rule 3016 of the Federal Rules of Bankruptcy Procedure directs
that a disclosure statement must be filed with the Plan, or
within a time ordered by the Court. (Armstrong Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AT&T CANADA: Obtains Extension of CCAA Protection Until Feb. 28
---------------------------------------------------------------
AT&T Canada Inc., Canada's largest competitor to the incumbent
telecom companies, today announced that it has obtained an order
from the Ontario Superior Court of Justice granting AT&T Canada
and certain affiliates an extension under the Companies'
Creditors Arrangement Act to February 28, 2003.

The Company originally filed under the CCAA on October 15, 2002
which provided for a standard initial period of 30 days. The
extended period will allow AT&T Canada to complete its
restructuring in an orderly fashion. During this extension
period, AT&T Canada remains fully operational and continues to
operate its business in the ordinary course. The Company
continues to serve its customers and pay its employees and
ongoing suppliers without interruption.

"This extension ensures that we have the necessary time required
to complete our capital restructuring process," said David
Lazzarato, Executive Vice President and CFO, AT&T Canada. "We
are pleased with the progress that we are making with our
bondholders. Our ongoing discussions are well advanced and we
continue to focus on establishing a sustainable capital
structure, including sufficient liquidity, that will help
achieve our goal to be a strong, long-term competitor in the
Canadian telecommunications marketplace."

The Company expects that the capital restructuring process will
be completed during the first quarter of 2003.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. Please visit AT&T Canada's Web
site at http://www.attcanada.comfor more information about the
Company.


AT&T LATIN AMERICA: Seeking Debt Workout to Address Funding Gap
---------------------------------------------------------------
AT&T Latin America Corp., (Nasdaq: ATTL) a facilities-based
provider of integrated business communications services and
solutions in five Latin American countries, reported continued
improvements in EBITDA loss and gross margin for the fifth
consecutive quarter.

EBITDA loss totaled $10.8 million, a 57.0 percent improvement
compared to the year-ago period and better by 18.4 percent
versus the second quarter. Gross margin reached 38.9 percent
compared to 18.7 percent for the year-ago period and 36.9
percent for the second quarter. These improvements were mainly
due to lower leased line expenses in Brazil, lower domestic and
international leased capacity expenses in Chile and Peru, a
continued shift to higher-margin customers and services, and
lower employee-related expenses due to headcount reductions.

Consolidated revenue for the quarter totaled $39.9 million, a
1.7 percent increase from the same period in 2001 and a 4.9
percent decline from second quarter 2002. Consolidated
data/Internet services revenue increased 10.3 percent compared
to the year-ago period to $24.7 million. Compared to the second
quarter, consolidated data/Internet services revenue dropped 9.1
percent due primarily to foreign currency fluctuations. Voice
services revenue totaled $15.2 million, a 9.8 percent decline
compared to the year-ago period and a 2.8 percent increase
compared to the second quarter. On a constant currency basis,
consolidated revenue would have increased 26.8 percent year over
year, and 3.9 percent quarter over quarter.

The company previously announced an anticipated funding gap
commencing in the fourth quarter and running through 2003 of up
to approximately $40 million, assuming continued access to its
senior secured vendor financing facility. The company also
reported that it is now out of compliance with third-quarter
revenue targets under terms of its senior secured vendor
financing facilities and expects to be out of compliance with
other targets under those facilities by year end. The company
said it expects to retain a financial advisor shortly to help it
in connection with measures to address the funding gap and to
review strategic options.

The company said it has implemented a company-wide cash
conservation plan. These measures include the acceleration of
headcount reduction planned in connection with its
regionalization project, the reduction or elimination of
discretionary spending, redirection of sales efforts to pursue
new opportunities that do not require significant new
investments and renegotiating arrangements with certain
suppliers.

The company also said it will need to defer near-term
obligations to creditors, restructure its debt and obtain
additional third party financing to address the funding gap. It
has initiated discussions with key creditors regarding a
restructuring of its debt. The company said if these discussions
are unsuccessful, it would likely need to seek protection from
creditors under U.S. bankruptcy law and/or the laws of the
countries in which it operates, potentially during the fourth
quarter. Other alternatives include the sale of the company or a
portion of its assets.

"We are seeking to address our liquidity gap by comprehensively
restructuring the business," said Patricio Northland, president
and CEO of AT&T Latin America. "We plan to redesign our business
to be cash-flow positive as soon as possible while maintaining
tough cash-preservation measures throughout our operations. In
addition, we'll soon announce the hiring of a financial advisor
to guide us on the best way to improve our capital structure.
We're also focused on continuity of service for our customers --
which is one of our top priorities. Finally, we've had
preliminary discussions with a select group of investors
regarding a possible acquisition of all or portions of our
assets -- subject to a significant restructuring of our capital
structure."

             Financial and Operational Achievements

The company has connected more than 7,300 corporate buildings to
its advanced ATM/IP fiber optic network and has nearly 40,000
corporate offices on-net. It has activated more than 20,000
data/Internet ports serving over 5,300 business customers and
continues to expand its service portfolio, which includes local
telephony and long distance, data/Internet, web hosting and
value added services.

The company continues to enjoy success in serving the financial
sector, particularly in Brazil, Colombia and Peru, where nearly
all financial institutions are connected to the company's secure
backbone. The company also provides services to almost 800
multinational corporations, out of a total of approximately
3,300 MNCs with operations in the region.

Overall gross margin improved to 38.9 percent in the third
quarter compared to 18.7 percent in the year-ago period and 36.9
percent in the second quarter. This has been achieved through a
combination of targeting more profitable customer segments,
improving operational costs of services, renegotiating third
party supplier arrangements and reduction of headcount, while at
the same time retaining a high level of service quality. The
company is also using alternative arrangements to acquire and
install customer premise equipment, maintaining installation
deadlines while reducing cash and financing requirements to
support growth and customer commitments.

A regionalization plan is underway designed to improve the
company's efficiencies by centralizing back office and other
operations, reducing redundancies, cutting costs while improving
service.

At the country level, the company also has achieved several
operational improvements. Argentina, the smallest operation,
with less than 500 corporate buildings on-net, continues to
deliver revenue growth in data/Internet services, driven by
customer wins in the multinational sector. Today, nearly 90 MNC
accounts complement additions of new high-profile domestic
accounts. Voice revenue declined in Argentina, as a result of
regulatory price controls and existing long-term contracts with
incumbents, both of which hurt the company's ability to offer
these services on a profitable basis. The company believes that
such controls are likely to be removed as Argentina proceeds
with its economic plan.

In Brazil, the company's largest market, the company has secured
a license for local voice service and expects to obtain approval
shortly for a license to provide long distance voice services.
These licenses will allow the company to compete for a broader
base of business customers and will complement the company's
data/Internet offerings. The company believes these licenses
will enable it to increase its share of wallet for its existing
1,000 corporate customers in Brazil, while at the same time
giving the company the ability to increase market share among
14,000 other potential customers that operate in buildings
connected to its network.

Chile continues its efforts to shift from a focus on wholesale
voice services to corporate data/Internet services. While
Chilean operations continue to experience significant
competitive pressure from well-established incumbents. The
company provides services to nearly 48 percent of on-net
customers. Data/Internet revenue growth was relatively flat
quarter over quarter due to competitive pressures. Voice
revenue, both retail and wholesale, declined because of the
company's decision to de-emphasize low-margin services,
including wholesale voice services. Compared to the second
quarter, there was a 4 percent increase in buildings connected,
a 2 percent rise in ports in service, a 3 percent increase in
active PVCs, and a 5 percent increase in data/Internet
customers. Revenue from MNCs grew 11.9 percent in Chile compared
to the second quarter.

In Colombia, revenue from MNCs grew 1.9 percent compared to the
second quarter, while cost of revenue declined 4 percent
compared to the same period due to lower interconnection fees.
SG&A also dropped, largely due to reductions in employee
headcount. For the second consecutive quarter, Colombia showed
positive EBITDA of $599,000 for the quarter compared to $10,000
in the second quarter, mainly due to lower SG&A expenses. Major
indicators all improved: the number of buildings connected grew
5 percent, active PVCs grew 4 percent and the number of
data/Internet customers grew 8 percent compared to the second
quarter.

In Peru, the company is the second largest carrier overall, and
leading provider of data/Internet services to business
customers. The company operates an extensive fiber based network
in Lima, and today has succeeded in penetrating almost 20
percent of business customers in Peru. In 2002, the company
introduced local telephony services, resulting in a nearly 100
percent revenue growth in that product in less than 12 months.

                    Third Quarter 2002 Review

Consolidated Revenue

Consolidated revenue totaled $39.9 million, a 1.7 percent
increase compared to the year-ago period and a 4.9 percent
decline versus the second quarter. Growth compared to the year-
ago period was mainly due to an increase in the number of
customers and the number of ports in service, which reflected
increased selling of services to both existing and new
customers. Revenue increases were offset by lower voice-
wholesale revenue in Chile and the translation effect of the
weakening of the Argentine peso and the Brazilian real against
the U.S. dollar. Primary revenue contributors were Brazil with
$11.4 million or 28.6 percent of consolidated revenue; Peru with
$10.9 million or 27.3 percent; and Chile with $7.9 million or
19.9 percent. On a constant currency basis, consolidated revenue
increased 26.8 percent year over year and 3.9 percent quarter
over quarter.

Strategic accounts revenue, including multinationals, large
national accounts, carriers and ISPs, totaled $21.6 million, a
110.3 percent increase year over year and 3.9 percent decrease
quarter over quarter. Strategic accounts represented 54.2
percent of third quarter consolidated revenue compared to 26.2
percent in the year-ago period and 53.7 percent in the second
quarter. During the quarter, Brazil (39.0 percent) and Colombia
(20.8 percent) were the largest country revenue contributors in
the strategic accounts segment.

Consolidated data/Internet services revenue totaled $24.7
million, a 10.3 percent increase year over year and a 9.1
percent decrease versus the second quarter. The increase
compared to the year-ago period was largely due to increased
demand from existing business customers and growth in the
customer base. On a constant currency basis, data/Internet
services revenue increased 35.7 percent year over year and 1.1
percent quarter over quarter. Data/Internet services accounted
for 61.8 percent of revenue during the quarter.

Consolidated voice services revenue totaled $15.2 million, a 9.8
percent decline compared to the same period last year and a 2.8
percent increase versus the second quarter. The decrease
compared to the year-ago period was mainly due to lower voice-
wholesale revenue in Chile and the translation effect of the
weakening of foreign currency exchange rates versus the U.S.
dollar in Argentina. On a constant currency basis, voice
services revenue increased 14.9 percent year over year and 9.1
percent quarter over quarter.

Consolidated Operating Expenses

Consolidated cost of revenue totaled $24.4 million, a 23.6
percent decrease year over year and a 7.9 percent decrease
compared to the second quarter. The year over year decrease was
mainly due to lower leased lines in Brazil as a result of new
supplier agreements, lower labor costs from headcount
reductions, as well as lower reported cost of revenue in
Argentina and Brazil due to the translation effect of the
weakening of their local currencies compared to the U.S. dollar.
Consolidated cost of revenue as a percent of consolidated
revenue reached 61.1 percent, compared to 81.3 percent in the
year-ago period and 63.1 percent versus the second quarter. On a
constant currency basis, cost of revenue would have decreased
0.3 percent quarter over quarter. Consolidated gross profit was
$15.5 million, a 111.3 percent increase year over year and
relatively flat compared to the second quarter. Consolidated
gross margin improved to 38.9 percent, the fifth consecutive
quarterly improvement compared to 18.7 percent in the year-ago
period and 36.9 percent in the second quarter.

Consolidated SG&A expenses totaled $26.3 million, a 18.8 percent
decrease compared to the same period last year and a 8.3 percent
decrease compared to the second quarter. The decrease compared
to the year-ago period was primarily due to the translation
effect of the weakening of the Argentine peso and Brazilian real
compared to the U.S. dollar and lower headcount. The company
said it expects SG&A expenses to continue to be reduced as a
result of cost-cutting initiatives. As a percent of revenue,
consolidated SG&A expenses were 65.9 percent versus 82.6 percent
in the same period last year and 68.4 percent in the second
quarter.

Consolidated EBITDA loss improved for the fifth consecutive
quarter, totaling $10.8 million, a 57.0 percent improvement year
over year and a 18.4 percent improvement compared to the second
quarter. The year over year improvement was largely due to lower
transport costs, lower fees for licensing and rights of way,
lower employee-related expenses due to headcount reductions, as
well as lower third-party contracted services. Consolidated
EBITDA margin reached -27.0 percent, compared to -63.8 percent
in the year-ago period and -31.5 percent in the second quarter.

Depreciation and amortization totaled $43.6 million, a 72.8
percent increase compared to the year-ago period and 73.2
percent increase versus the second quarter. The increase
compared to the year-ago period was attributed to incremental
depreciation of about $25.3 million on certain non-core assets
and excess property and equipment not deployed on our country
operations, offset by the adoption of SFAS 142, under which the
company no longer amortizes goodwill but instead reviews it
annually for impairment - or more frequently if impairment
indicators arise.

Goodwill Impairment. As a result of SFAS 142, the company
recorded a transitional impairment loss of $267.8 million as of
January 1, 2002. Also, during the third quarter, an additional
impairment of $413.5 million has been recorded. Based on a
review of the company's business plan, cash flow and liquidity
position, market capitalization based on the trading price of
the company's shares of Class A common stock as of the valuation
date and economic conditions in the five countries in which AT&T
Latin America operates, the company assessed the value of its
goodwill and recorded an impairment.

Interest expense totaled $35.5 million, a 64.9 percent increase
compared to the year-ago period and a 9.3 percent increase
compared to the second quarter. The increase compared to the
year-ago period was mainly due to higher debt outstanding and
higher interest rates on AT&T Corp. financing facilities,
partially offset by lower interest rates on the senior secured
vendor financing. Non-cash interest represented 85.1 percent out
of total interest expense during the third quarter given the
current terms of the AT&T Corp. and the vendor financing
facilities.

Other expense, net totaled $28.8 million, a 252.7 percent
increase over the year-ago period and a 16.6 percent reduction
compared to the second quarter. During the third quarter, the
company discontinued cash flow hedge accounting for certain
forward contracts, resulting in a charge to other expenses of
$29.3 million, offset by unrealized gains on certain other
undesignated forward contracts.

Net loss totaled $532.3 million compared to a loss of $79.7
million in the same period last year and a loss of $103.3
million in the second quarter. The year over year increase in
net loss was mainly due to the impairment loss on goodwill of
$413.5 million, which is a non-cash in nature. Excluding the
impairment loss on goodwill, net loss for the quarter would have
totaled $118.8 million, a 49.1 percent increase versus the year-
ago period.

Net loss per share amounted to $4.48 compared to $0.69 year over
year and $0.87 in the second quarter. Excluding the impairment
loss on goodwill, net loss per share would have been $1.00 in
the third quarter.

Total Debt and Capital Expenditures

Total debt amounted to $849.1 million as of September 30, 2002
versus $662.1 million as of December 31, 2001. As of September
30, 2002, total debt extended by AT&T Corp. consisted of $603.9
million and amounts outstanding under our senior secured vendor
financing totaled $162.4 million. Additionally, $47.6 million is
related to other bank facilities and $35.2 million to other
vendor notes. As noted, the company is out of compliance with
the minimum revenue target for the third quarter under its
senior secured vendor facilities and expects to be out of
compliance with other covenants by year-end. As a result, the
vendors are entitled to accelerate all outstanding amounts under
the facilities and to commence foreclosure proceedings on the
company's assets, including on the shares of its operating
companies. The company is also in default under certain other
facilities, which would entitle the lenders to seek remedies. If
the creditors were to pursue available remedies, the company
would likely need to seek protection from its creditors under
U.S. bankruptcy laws and/or under the laws of the countries in
which it operates, potentially during the fourth quarter.

Capital expenditures totaled $9.3 million, a 82.0 percent
decline from the same period last year and a 27.1 percent
decline compared to the second quarter. Capital expenditures
allocation by country included $2.9 million or 30.9 percent in
Brazil, $2.0 million or 21.8 percent in Peru, and $1.8 million
or 19.2 percent in Chile. Capital expenditures remained
decreasing as the company continues to maximize the utilization
of its existing infrastructure.

Guidance

The company expects full-year revenue to fall in the range of
$160-$170 million and EBITDA losses to amount to between $44 and
$48 million. Capex will be substantially lower than previous
guidance of $60-$70 million, based in part on assumptions of the
company's inability to access its senior secured vendor
financing in the near term, and lower than anticipated growth
and a more austere build-out plan.

AT&T Latin America's September 30, 2002 balance sheet shows a
working capital deficit of about $180 million, and a total
shareholders' equity deficit of about $605 million.


BETHLEHEM STEEL: Retiree Panel Taps Drinker Biddle as Counsel
-------------------------------------------------------------
The Official Committee of Retirees of Bethlehem Steel
Corporation and its debtor-affiliates sought and obtained Court
authority to retain Drinker Biddle & Reath LLP, as its counsel,
effective September 30, 2002.

The Retirees Committee anticipates that DBR will:

   (a) advise the Retirees Committee with respect to its powers
       and duties pursuant to Section 1114;

   (b) assist in investigating the acts, conduct, assets,
       liabilities and financial condition of the Debtors, the
       operation of the Debtors' business and the desirability
       of its continuance, as well as other matters related to
       the case or the formulation of a plan of reorganization;

   (c) assist in negotiating and formulating a plan for retiree
       benefits;

   (d) prepare, on behalf of the Retirees Committee, necessary
       applications, responses, orders, reports and other legal
       documents;

   (e) appear before the Bankruptcy Court to protect the
       interests of the Retirees Committee and the constituents
       it represents in all matters pending before the Court;
       and

   (f) perform of all the legal services for the Retirees
       Committee as may be necessary in these proceedings and
       pursuant to Section 1114 of the Bankruptcy Code.

The Retiree Committee proposes to compensate DBR for its legal
services in accordance at its customary hourly rates, and
reimburse the firm for all disbursements necessarily incurred.
The current hourly rates, subject to periodic review and
adjustment by the firm, are:

            Professional                     Rate
            ------------                     ----
            Senior partners                  $495
            Junior partners and counsel       335
            Senior associates                 325
            First-year associates             160
            Paralegals                        185 - 95
(Bethlehem Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BIG CITY RADIO: Noteholders Agree to Forbear Until January 31
-------------------------------------------------------------
Big City Radio, Inc., (Amex:YFM) has entered into an agreement
with holders owning more than two-thirds of the Company's
11-1/4% Senior Discount Notes due 2005. Pursuant to the
agreement such Noteholders have agreed that through and
including January 31, 2003, they will forbear from taking any
action to enforce the Company's payment obligations under the
Notes in respect of known existing defaults on the Notes. The
January 31, 2003, date is subject to extension by the mutual
agreement of the Company and the Noteholders in the event that
on or prior to such date the Company has entered into sale
agreements that will yield net cash proceeds at closing
sufficient to pay the principal and interest on the Notes.

In accordance with the agreement and as previously announced,
the Company has retained Jorgenson Broadcast Brokerage, Inc., to
market and conduct an auction of its radio stations. Proceeds
from any sales of the stations will be utilized first to pay
principal and interest in respect of the Notes and to pay any
other Company liabilities, with any remaining proceeds to be
distributed to the Company's shareholders. No assurances can be
provided that the Company will be successful in selling the
stations at all or selling the stations at prices sufficient to
pay the principal and interest on the Notes. In the absence of
successful sales, the Company will consider other strategic
alternatives including filing for protection under the United
States bankruptcy laws.

The Company did not make the September 15, 2002, semi-annual
interest payment on the Notes because it did not have sufficient
cash to make the payment, thereby giving rise on October 15,
2002 to an event of default under the indenture governing the
Notes. An event of default also exists under the indenture
governing the Notes because the Company did not make an offer to
repurchase Notes with the net cash proceeds from the October 31,
2001 sale of its Phoenix radio stations within the one year
period following such sale. The Company did not make the offer
to repurchase Notes because it did not have sufficient cash to
consummate the offer. On October 16, 2002 the Noteholders that
have entered into the forbearance agreement with the Company
delivered a notice to the Company declaring the outstanding
principal and accrued and unpaid interest on the Notes to be
immediately due and payable.

Big City Radio, Inc., owns radio broadcast properties in or
adjacent to major metropolitan markets and utilizes innovative
engineering techniques and low-cost, ratings-driven operating
strategies to develop these properties into successful
metropolitan radio stations. Big City Radio currently owns and
operates radio stations in New York, Los Angeles and Chicago,
three of the largest radio markets in the United States, and an
in-house radio rep firm.


BOOTS & COOTS: Funds Insufficient to Meet Immediate Obligations
---------------------------------------------------------------
Boots & Coots International Well Control, Inc., (Amex: WEL)
reported that revenues for the quarter ended September 30, 2002,
decreased by 23% to $3.5 million as compared with revenue of
$4.5 million for the same period of 2001. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $0.2
million in the current period compared to $1.1 million in the
same period for the prior year. The Company's income from
continuing operations was $0.9 million for the current period
(prior period $0.3 million income). The current period results
included non-cash benefits of $1.4 million related to favorable
legal settlements that allowed the Company to reduce its expense
provisions. Income from discontinued operations was $0.5 million
(prior period $0.2 million loss) resulting in a net income for
the current period of $1.4 million (prior period $0.1 million
net income). After deducting preferred stock dividends, net
income attributable to Common Shareholders was $0.6 million for
the current period compared to net loss of $.6 million for 2001
three-month period.

For the nine months ended September 30, 2002, revenue decreased
16% to $11.5 million as compared with revenue of $13.7 million
for the same period a year ago. In the current nine month period
earnings before interest, taxes, depreciation and amortization
(EBITDA) decreased by $4.8 million to $0.2 million. The
Company's loss from continuing operations was $0.9 million for
the current nine month period (prior period $3.0 million
income). Loss from discontinued operations was $6.7 million
(prior period $1.2 million loss) resulting in a net loss for the
current period of $7.6 million (prior period $1.9 net income).
After deducting preferred stock dividends, net loss attributable
to Common Shareholders was $10.0 million for the nine months
ended September 30, 2002, versus a net loss of $0.3 million for
the 2001 nine-month period.

The Company continues to experience severe working capital
constraints. As of September 30, 2002, the Company's current
assets totaled approximately $4,126,000 and current liabilities
were $19,904,000, resulting in a net working capital deficit of
approximately $15,778,000 (compared to a beginning year working
capital of $3,285,000). The Company's highly liquid current
assets, represented by cash of $127,000 and receivables and
restricted assets of $2,889,000 were collectively $16,888,000
less than the amount of current liabilities at September 30,
2002 (compared to a beginning year deficit of $4,452,000). The
Company does not have sufficient funds to meet its immediate
obligations. The Company is in default under its senior and
subordinated credit facilities and is unable to pay its debts as
they come due. The Company is actively exploring its options,
including filing for bankruptcy protection and including methods
to restructure outside of filing for bankruptcy protection, by
obtaining funds to refinance its senior debt, restructuring its
subordinated debt, negotiating discounts on its nonessential
trade debt and converting its dividend bearing preferred stock
to common equity, however, at this time the Company does not
have any commitments for new financing nor has it obtained
commitments from any party to restructure its existing
obligations.

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in- house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services.


BULL RUN CORPORATION: Shapiro Discloses 9.44% Equity Stake
----------------------------------------------------------
Samuel R. Shapiro and Shapiro Capital Management Company, Inc.,
beneficially own 3,444,070 shares of the common stock of Bull
Run Corporation, representing 9.44% of the outstanding common
stock of that Company.  Shapiro Capital Management Company,
Inc., is an investment adviser under the Investment Advisers Act
of 1940. One or more of Shapiro Capital Management Company,
Inc.'s advisory clients is the legal owner of these securities.
Pursuant to the investment advisory agreements with its clients,
Shapiro Capital Management Company, Inc. has the authority to
direct the investments of its advisory clients, and consequently
to authorize the disposition of Bull Run's shares.

Mr. Shapiro is the President, a Director and majority
shareholder of Shapiro Capital Management Company, Inc., in
which capacity he exercises dispositive power over the
securities. Mr. Shapiro, therefore, may be deemed to have
indirect beneficial ownership over such securities. Except as
noted below, Mr. Shapiro has no interest in dividends or
proceeds from the sale of such securities, owns no such
securities for his own account and disclaims beneficial
ownership of all the securities reported by the Shapiro Capital
Management Company, Inc.

As of October 31, 2002, Mr. Shapiro owned no shares of Bull Run
Corporation for his own account. He may be deemed to be the
beneficial owner of 120,800 shares owned by his wife and
2,735,770 shares of the shares reported here.

Sole powers of voting and disposition on the entire 3,444,070
shares rests with the entities reported herein.

                         *   *   *

At August 31, 2002, Bull Run's balance sheet shows a working
capital deficit of about $37 million.

Bull Run Corporation, based in Atlanta, Georgia, is a sports and
affinity marketing and management company through its primary
operating business, Host Communications, Inc. Host's "Collegiate
Marketing and Production Services" business segment provides
sports marketing and production services to a number of
collegiate conferences and universities, and for and on behalf
of the National Collegiate Athletic Association. Host's
"Affinity Events" business segment produces and manages
individual events and several events series, including "NBA
Hoop-It-Up(R)" and the "Got Milk 3v3 Soccer Shootout". Host's
"Affinity Management Services" business segment provides
associations such as the National Tour Association and Quest
(the J.D. Edwards users group association), with services
ranging from member communication, recruitment and retention, to
conference planning, Internet web site management, marketing and
administration.

The Company also has significant investments in other sports,
media and marketing companies, including Gray Television, Inc.,
the owner and operator of 28 television stations, four
newspapers and other media and communications businesses;
Rawlings Sporting Goods Company, Inc., a supplier of team sports
equipment; and iHigh, Inc., an Internet and marketing company
focused on high school students. The Company has provided
consulting services to Gray in connection with certain of Gray's
acquisitions and dispositions.


CHAPARRAL RESOURCES: Shareholders' Meeting to Convene on Dec. 10
----------------------------------------------------------------
The Annual Meeting of Stockholders of Chaparral Resources,
Inc., will be held on December 10, 2002 at 10:00 a.m., Eastern
Standard Time, at The Inter-Continental Hotel, 111 East 48th
Street, New York, New York 10017.

At the meeting, stockholders will be asked to vote on the
following:

     1.   the election of six directors to the Board of
          Directors of Chaparral;

     2.   the approval of the new Article IV to Chaparral's
          Amended and Restated Certificate of Incorporation;

     3.   the approval of the new Article V to Chaparral's
          Amended and Restated Certificate of Incorporation; and

     4.   the ratification of the appointment of Ernst & Young
          LLP as the independent auditors of Chaparral for
          fiscal year 2002.

Stockholders will also hear an overview of Chaparral's current
and prior year operations from senior management to be followed
by a question and answer session open to all stockholders.

As of June 30, 2002, Chaparral's Balance Sheet shows a total
working capital deficit of $1,488,000.


COMPOSITECH LTD: E.D.N.Y. Court Dismisses Chapter 11 Proceeding
---------------------------------------------------------------
Compositech Ltd. (CTEK), a developer of high tech laminates for
the printed circuit board industry, reported that on November
13, 2002, the Company's bankruptcy proceeding was dismissed. The
Company has ceased operations and any remaining assets will be
surrendered to secured creditors. No assets remain available to
satisfy unsecured debt and therefore a continuation of the
bankruptcy proceeding was deemed futile. The Company had filed a
voluntary Chapter 11 petition in the United States Bankruptcy
Court for the Eastern District of New York, Case No. 01-85428,
on July 13, 2001.

The Company ceased its manufacturing operations at the end of
1999. The pressure of debts incurred during its manufacturing
operations caused the Company to file the bankruptcy petition.
During the bankruptcy proceedings, the Company continued its
efforts to license or sell its technology. The negotiations with
a potential purchaser/licensee announced in January 2001 led to
the sale of substantially all technology and some equipment to
Teradyne, Inc. in September 2002. All other efforts seeking
potential licensees or purchasers had not been fruitful. The
Company believes that negotiations were adversely affected among
other matters by the downturn in the technology industry.

The funds received in connection with the sale to Teradyne were
consumed to pay administrative expenses of the bankruptcy,
principally legal expenses. It is believed that certain of the
Company's secured creditors will execute upon their security
interests to obtain possession of the remaining assets of the
Company, which were pledged as collateral for the secured debt.
After this occurs, the Company will be defunct.


DICE INC: Fails to Meet Additional Nasdaq Listing Requirements
--------------------------------------------------------------
Dice Inc. (Nasdaq: DICE), the leading provider of online
recruiting services for technology professionals, received a
NASDAQ Staff Determination on November 13, 2002, indicating that
in addition to the previously reported $3.00 bid price
deficiency, the Company fails to comply with the $15 million
market value of publicly held shares requirement for continued
listing set forth in Marketplace Rule 4450(b)(3), and that its
common stock is, therefore, subject to delisting from the NASDAQ
National Market.  Both listing deficiencies have been previously
disclosed by Dice in its Form 10-Q for the period ended
September 30, 2002, filed on October 24, 2002.

This issue will be considered, together with the Staff
Determination issued on October 8 regarding the bid price
deficiency, at the Company's hearing before a NASDAQ Listing
Qualifications Panel, currently scheduled for November 21, 2002.
There can be no assurance that the Panel will grant the
Company's request for continued listing. Throughout the review
process, Dice's common stock will continue to be listed on the
NASDAQ National Market.

Dice Inc., (Nasdaq: DICE) -- http://about.dice.com-- is the
leading provider of online recruiting services for technology
professionals. Dice Inc. provides services to hire, train and
retain technology professionals through dice.com, the leading
online technology-focused job board, as ranked by Media Metrix
and IDC, and MeasureUp, a leading provider of assessment and
preparation products for technology professional certifications.

Dice Inc.'s corporate profile can be viewed at
http://about.dice.com

At September 30, 2002, Dice Inc.'s balance sheet shows a total
shareholders' equity deficit of about $37 million.


DOBSON COMMS: Balance Sheet Insolvency Nearly Triples to $410MM
---------------------------------------------------------------
Dobson Communications Corporation (OTCBB:DCEL) reported net
income of $13.9 million for the three months ended September 30,
2002, compared with a net loss of $22.9 million for the third
quarter last year. The most recent quarter's results included an
extraordinary gain of $1.6 million, while last year's loss
included a $15.4 million loss on Dobson's joint venture
investment.

Dobson reported total revenue of $169.1 million for the third
quarter, an increase of almost three percent over total revenue
of $164.8 million for the third quarter of 2001. Local service
revenue -- a key operating metric for the Company -- was $97.8
million for the quarter, an increase of 12 percent over local
service revenue of $87.0 million for the third quarter last
year.

Third quarter roaming revenue declined 9.6 percent compared with
the same period last year, primarily reflecting the lower
initial rate in Dobson's new 10-year roaming agreement with
Cingular Wireless and the scheduled step-down in the roaming
rate that Dobson charges AT&T Wireless (NYSE:AWE). Roaming
traffic on the Dobson network was approximately 32 percent
higher in the third quarter than it was in the same period last
year.

EBITDA was $75.4 million for the third quarter of 2002, or 8.2
percent above last year's third quarter total of $69.7 million.
This increase reflected an EBITDA margin of 44.6 percent of
total revenue in the most recent quarter, compared with 42.3
percent for the same quarter last year. Stronger revenue and
profitability in its local service business contributed to the
margin increase, the Company said.

EBITDA represents earnings before interest, taxes, depreciation,
amortization, loss from investment in joint venture, income
(loss) from discontinued operations, loss from change in
accounting principle and income from extraordinary items. EBITDA
does not include the 2001 or 2002 operating results of the four
properties that Dobson sold to Verizon Wireless (NYSE:VZ) in
February 2002.

Along with higher EBITDA, the Company's increase in operating
profits for the quarter reflected the implementation of SFAS No.
142. Dobson and its subsidiary, American Cellular Corporation,
recorded one-time charges at the beginning of 2002 with regard
to SFAS No. 142, and consequently Dobson ceased amortizing the
cost of wireless licenses for both companies and of goodwill for
American Cellular. For the third quarter of 2002, Dobson's
operating income was $52.3 million, reflecting $23.0 million in
depreciation and amortization expenses. For the same quarter
last year, operating income was $23.2 million, less than half of
the most recent quarter. However, in the third quarter of 2001,
the Company recorded $46.4 million in depreciation and
amortization expenses.

Dobson recorded net income of $13.9 million for the third
quarter of 2002, which included an extraordinary gain of $1.6
million, net of tax. This gain reflected the repurchase, through
a subsidiary of Dobson Communications Corporation, of $11.5
million (principal value) of 12.25% Dobson/Sygnet Senior Notes
during the third quarter.

Earnings applicable to common shareholders for the quarter was
$19.4 million compared with a net loss applicable to common
shareholders of $45.4 million for the same period last year.

The third quarter 2002 earnings applicable to common
shareholders included $24.8 million in non-cash dividends on
preferred stock and $30.2 million in excess of carrying value
over the repurchase price of preferred stock. This $30.2 million
reflected the repurchase, through a subsidiary of Dobson
Communications Corporation, of $41.1 million (liquidation
preference amount) of its 12.25% and 13% Senior Exchangeable
Preferred Stock during the quarter.

Subsequent to the end of the third quarter, the Company, through
a subsidiary, repurchased an additional $31.5 million
(liquidation preference amount) of its Senior Exchangeable
Preferred Stock and, based on these purchases, expects to record
an excess of carrying value over the repurchase price of
preferred stock of $21.8 million in the fourth quarter. The
Company advises that from time to time it may continue to make
additional repurchases of its outstanding Preferred Stock,
Senior Notes or Dobson/Sygnet Notes in open market or privately
negotiated transactions at prices the Company deems appropriate.
The aggregate amount of these future purchases may be deemed to
be material; however, there is no assurance that any purchases
will be made.

Along with the previously noted $15.4 million loss from Dobson's
investment in the American Cellular joint venture, last year's
third quarter net loss applicable to common shareholders
included $22.4 million in non-cash dividends.

One of the Company's key operating goals this year has been to
improve the profitability of its local service business. In the
third quarter:

- Approximately 69 percent of the Company's gross subscriber
   additions were for preferred network plans that reward
   customers for concentrating their calling on the Dobson
   network, that of American Cellular, and the networks of
   Dobson's major roaming partners.

- Average revenue per unit (ARPU) for the third quarter of 2002
   was approximately $45, slightly higher than that for the same
   quarter last year.

- Cash cost per unit (CCPU) in the third quarter was
   approximately $22, down from almost $25 for the same period
   last year, despite average customer minutes of use (MOUs)
   increasing almost 24 percent in the most recent quarter. CCPU
   reflects local operating costs and excludes expenses related
   to new subscriber acquisition and to the Company's roaming
   business.

- In the third quarter, EBITDA margin on local service revenue
   rose to 23.6 percent, compared with 13.7 percent for the same
   quarter last year. This calculation of local service EBITDA
   margin assumes an EBITDA margin of 80 percent on the roaming
   revenue component of its total revenue.

Dobson migrated approximately 18,100 analog customers to digital
calling plans during the third quarter, compared with 23,000 in
the same period last year. At the end of the third quarter,
approximately 87 percent of Dobson's customers were on digital
calling plans. As previously announced, Dobson recorded 58,800
postpaid gross subscriber additions for the quarter, postpaid
customer churn of 2.0 percent, and 14,300 total net subscriber
additions.

Capital expenditures were approximately $22.4 million in the
third quarter, bringing total capital expenditures for the first
nine months of 2002 to $65.1 million.

At September 30, 2002, Dobson had $287.3 million in unrestricted
cash. The Company also had $14.1 million in restricted cash in
escrow related to the four properties it sold to Verizon. At the
end of the quarter, Dobson had approximately $130 million in
available borrowing capacity under its subsidiaries' credit
facilities.

Finally, Dobson's board of directors has authorized the
repurchase of up to 10 million shares of its outstanding Class A
common stock from time to time during a period from November 7,
2002, to November 6, 2003. Purchases may be made in the open
market, through block trades, through privately negotiated
transactions or otherwise, and some or all of the shares
purchased under this stock purchase program may be used to fund
the Company's stock option plans, employee stock purchase plan
and to fund incentive compensation plans for key employees.
There were approximately 35.1 million shares of Dobson Class A
common stock outstanding as of November 6, 2002.

To date, no purchases have been made under the new stock
purchase plan. Dobson announced that, pursuant to its previously
announced stock repurchase program initiated September 15, 2001,
and ended September 14, 2002, the Company purchased
approximately 4.6 million shares of its Class A common stock.

                  American Cellular Corporation

American Cellular's results also continued to improve (Table 5),
with net income for the quarter ended September 30, 2002 of $3.1
million, compared with a net loss of $31.2 million for the same
period last year.

American reported total revenue of $124.2 million for the third
quarter, an increase of 6.6 percent over $116.5 million for the
same period last year. Local service revenue at the company was
$79.4 million for the quarter, an increase of 10.6 percent over
the total of $71.8 million for the same quarter of 2001.

Roaming revenue for the third quarters of this year and in 2001
was approximately $40.2 million. American Cellular maintained
this level of roaming revenue despite lower roaming rates in
2002, as previously noted.

American Cellular's EBITDA increased 9.3% to $53.3 million for
the quarter, compared with $48.8 million for the same period
last year. EBITDA margin was 42.9 percent, compared with 41.9
percent in the third quarter last year.

After depreciation and amortization expenses, American Cellular
recorded $36.4 million in operating income for the three months
ended September 30, 2002, compared with $2.3 million for the
same period last year. As noted above, due to the adoption of
SFAS No. 142, American Cellular is no longer amortizing goodwill
or the cost of its investment in wireless licenses. In the
current year's third quarter, American Cellular recorded $17.0
million in depreciation and amortization expenses, compared with
$46.5 million for the same period last year.

As with Dobson, American Cellular continues to benefit by
selling plans that concentrate customer calling on its networks
and those of its major roaming partners.

- Approximately 79 percent of the American's gross subscriber
   additions in the quarter were for preferred network plans.

- Average revenue per unit (ARPU) for the third quarter of 2002
   was approximately $41, in line with that for the same quarter
   last year.

- Cash cost per unit (CCPU) in the third quarter was
   approximately $19, compared with CCPU of approximately $20
   for the same period last year, despite a significant increase
   in its monthly average customer minutes of use (MOUs).

- EBITDA margin on local service revenue rose to 26.6 percent
   for the third quarter, compared with 23.2 percent for the
   same quarter last year.

American migrated approximately 20,300 analog customers to
digital calling plans during the quarter, compared with 18,500
in the same period last year. At the end of the third quarter,
approximately 84 percent of its customers were on digital
calling plans. As previously announced, American recorded 49,900
postpaid gross subscriber additions for the quarter, postpaid
churn of 2.0 percent, and 15,200 total net subscriber additions.

American Cellular's capital expenditures were approximately $8.8
million in the third quarter, bringing its year-to-date total to
$38.8 million.

American Cellular had approximately $6.0 million unrestricted
cash and $75.2 million in restricted cash on its balance sheet
as of September 30, 2002. Of the restricted cash, $67.0 million
is in escrow to pay interest on its 9.5% Senior Subordinated
Notes, and the remainder is in escrow related to the sale of the
Tennessee RSA No. 4 to Verizon. American Cellular is currently
restricted from additional borrowing on its bank credit
facility, but anticipates that its cash flow from operations
will be sufficient to meet short-term cash needs.

Since June 30, 2002, American Cellular has been in violation of
the total debt leverage ratio covenant in its bank credit
facility. Because of this, American Cellular's banks have the
right, but not the obligation, to accelerate repayment of the
outstanding balance of its credit facility, which at September
30, 2002, was approximately $904.9 million, down from $915.6
million at June 30, 2002. To date, no such acceleration has
occurred, and American Cellular's management continues to hold
discussions with its bank lenders concerning the bank credit
facility.

American Cellular's debt is non-recourse to Dobson
Communications and to American Cellular's other owner, AT&T
Wireless.

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

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

DebtTraders reports that Dobson Communications CP's 10.875%
bonds due 2010 (DCEL10USR1) are trading between 77 and 79. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DCEL10USR1
for real-time bond pricing.


EB2B COMMERCE: Receives $275K Escrow Proceeds from Financing
------------------------------------------------------------
On November 4, 2002, eB2B Commerce, Inc., received $275,000 out
of proceeds held in escrow in connection with the Company's
prior financing which initially closed in July 2002.  Based upon
the subscriptions to the Financing, the Company may issue up to
an aggregate of $1,200,000 principal amount of five-year 7%
senior subordinated secured convertible notes, as previously
reported. All subscription proceeds from the Financing were held
in escrow pursuant to the Escrow Agreement between the Company
and the escrow agent.  Of the proceeds, an aggregate of $900,000
have been released to the Company, including $350,000 released
to the Company upon the initial closing of the Financing,
$275,000 released to the Company on September 11, 2002, as
previously reported, and the additional $275,000 subsequently
released to the Company as set forth above.  The remaining
proceeds shall be disbursed upon the terms and subject to the
satisfaction of certain conditions by the Company as provided
for in the Escrow Agreement.

The release of funds from escrow triggered anti-dilution
provisions affecting the conversion price of certain notes
issued in the Company's private placement in January 2002,
Series B preferred stock and Series C preferred stock and the
exercise price of and number of shares issuable under various
outstanding warrants.

On its June 30, 2002, balance sheet, eB2B's current liabilities
exceeded current assets by about $3 million.


EL PASO CORP: Mulling Exit from the Energy Trading Business
-----------------------------------------------------------
El Paso Corporation (NYSE: EP) announced its earnings for the
third quarter of 2002, which are summarized in the table below.

                             Third Quarter Ended Sept. 30

(In millions, except per share amounts)       2002       2001

Reported net income (loss)                    $(69)       $211
Non-recurring items                             58        193
Pro forma net income (loss)                   $(11)      $404

Reported earnings (loss) per share          $ (.12)     $ .41
Non-recurring items                            .10        .37
Pro forma earnings (loss) per share         $ (.02)     $ .78

The company also announced a plan to exit the energy trading
business and provided an update on the significant progress on
its strategic repositioning plan.

For third quarter of 2002, El Paso reported a net loss of $69
million, which compares with earnings of $211 million in the
third quarter of 2001.  On a pro forma basis, the company
reported a loss of $11 million compared with earnings of $404
million in the third quarter of 2001.  Pro forma results for the
third quarter of 2002 exclude a loss of $36 million from the
company's discontinued coal operations and a charge of $22
million on asset sales, while 2001 pro forma results exclude
various non-recurring charges and income from discontinued
operations, which together totaled $193 million.

Third quarter 2002 earnings before interest expense and taxes
(EBIT) totaled $333 million, compared with $648 million in 2001.
Third quarter 2001 results include $280 million of non-recurring
charges, while 2002 results include $33 million of non-recurring
charges.  Cash flow from continuing operations, after changes in
working capital, for the third quarter totaled $767 million.

"While overall earnings were hurt by weak trading and refining
results, our core businesses of pipelines, production,
midstream, and power produced strong earnings and cash flow in a
difficult quarter," said William A. Wise, chairman and chief
executive officer of El Paso.  "Our core businesses alone
generated third quarter earnings per share of approximately $.33
after deducting 100 percent of our financing and corporate/other
expenses.  We are moving aggressively to rationalize our weaker
businesses and are announcing today a plan to exit energy
trading.  We will continue to sharpen our focus on our core
businesses, maintain our strong liquidity position, and lower
our cost structure significantly."

"We have announced or completed $3.6 billion of asset sales to
date, and we are on track to exceed our target of $4 billion by
year-end," Wise continued.  "We are confident that these steps
will allow us to pursue our most promising growth initiatives
and continue building on the outstanding results of our core
businesses while continuing to strengthen our balance sheet and
credit profile.  We believe that our ongoing repositioning
efforts will create value for our shareholders, and we are
grateful to our employees for their hard work and dedication as
we continue to execute this comprehensive long-term strategy."

                THIRD QUARTER SEGMENT RESULTS

Pipeline Group

Third quarter EBIT for the Pipeline Group rose 11 percent from
2001 levels due to expansions, the reactivation of the Elba
Island LNG facility, lower operating expenses, and a $14-million
favorable resolution of a processing issue.  The pipelines had
solid increases in throughput, with the exception of El Paso
Natural Gas Company, which had an 11-percent decline in
throughput due to a sharp reduction in demand from power plants
in California this year.

Production

El Paso Production Company's third quarter 2002 EBIT was $179
million versus $169 million in 2001.  The 2001 results included
a $135-million ceiling test charge and a $3-million merger-
related charge.  Total production declined 14 percent from 2001
levels due to the sale of approximately 1 trillion cubic feet of
natural gas equivalent proved reserves during the first nine
months of this year.  The company's realized price for natural
gas dropped from $3.46 per thousand cubic feet (Mcf) in the
third quarter of 2001 to $3.21 per Mcf this year, while the
realized price for oil, condensate, and liquids rose from $21.62
to $22.19 per barrel.  Total per unit costs averaged $2.01 per
thousand cubic feet equivalent (Mcfe) in the quarter compared
with $1.69 per Mcfe last year.  Per unit costs rose due to
higher corporate expense allocations on lower equivalent
production as well as higher reserve replacement costs.

The company has hedged approximately 50 percent of its expected
natural gas production for the fourth quarter of 2002 at a NYMEX
price of $4.15 per Mcf ($3.92 per million British thermal units
(MMBtu)), 38 percent of expected 2003 production at a NYMEX
price of $3.64 per Mcf ($3.43 per MMBtu) and 13 percent of
expected 2004 production at a NYMEX price of $2.70 per Mcf
($2.55 per MMBtu).  The company expects that its realized price
for natural gas will be $0.35 to $0.40 less than the NYMEX per
Mcf price due to transportation costs and regional price
differentials.

Field Services

Field Services' third quarter 2002 results reflect a loss of $11
million, down from $43 million in EBIT during the third quarter
2001.  Last year's results include $17 million of merger-related
charges and other costs while 2002 results reflect a $48-million
loss on an asset sale.  Third quarter 2002 EBIT and volumes
reflect the April 2002 sale of Field Services' Texas intrastate
natural gas transmission system to El Paso Energy Partners
(NYSE: EPN).  Gathering and transportation rates improved from
2001 levels due to the April 2002 asset sale.  However,
processing rates were lower as a result of the unfavorable
pricing relationship between natural gas prices and natural gas
liquids prices in commodity price-sensitive contracts.

Detailed operating statistics for each of El Paso's businesses
are available at http://www.elpaso.comin the "For Investors"
section.

          PLAN TO EXIT THE ENERGY TRADING BUSINESS

Consistent with the commitments announced in May 2002, the
company has made significant progress in downsizing its trading
portfolio, reducing investment and administrative costs, and
limiting the credit demands of trading on the corporation.
Given the substantially diminished business opportunities in
energy trading and the higher capital costs for this activity,
El Paso is announcing a plan to exit this business.  The key
component of this plan is to liquidate the trading portfolio in
an orderly manner.  In addition, El Paso is working to segregate
the credit and balance sheet demands of trading from the
remainder of the corporation through the creation of a new,
separately capitalized subsidiary, Travis Energy Services L.L.C.

El Paso is planning to transfer the bulk of its energy trading
portfolio to Travis Energy in the first quarter of 2003, with
the expectation that the portfolio will be liquidated within two
years.  El Paso has requested that the major credit rating
agencies rate Travis Energy as a separate counterparty and is
seeking an investment-grade rating for Travis Energy.  El Paso
expects to support Travis Energy's trading portfolio liquidation
by credit facilities with a total capacity of approximately $600
million.  El Paso is in active negotiations with capital
providers to supply this funding.  The company expects to pledge
the cash flow from liquidating the trading portfolio and to
pledge its 50-percent interests in Citrus Corp. and Great Lakes
Gas Transmission as collateral for this $600 million in
incremental credit.

As of September 30, 2002, the trading portfolio had a net asset
value of $968 million.  In the fourth quarter, El Paso will
fully implement the new accounting rules that eliminate the use
of mark-to-market accounting for certain energy contracts that
are not derivatives (EITF 02-3).  The company expects that this
implementation, together with its decision to exit the energy
trading business, will result in an estimated after-tax charge
in the fourth quarter of $400 to $600 million.

               BALANCE SHEET AND LIQUIDITY UPDATE

As of September 30, 2002, El Paso had $4.5 billion in total
available liquidity, comprised of $1.3 billion of immediately
available cash on hand, a $3.0-billion 364-day bank revolver and
a $1.0-billion multiple-year bank revolver.  The company had
$0.3 billion of commercial paper outstanding and $0.5 billion of
letters of credit outstanding under its multi-year bank
revolver.

In 2003, the company intends to fund capital expenditures with
operating cash flow from its core businesses and the cash
proceeds from its continuing asset sale program.

                         OUTLOOK

The company expects to complete its annual budgeting process and
a review of the impact of the new accounting rules on energy
trading within six weeks. Upon completion of this analysis, El
Paso will provide revised earnings and cash flow guidance for
the fourth quarter of 2002 and for 2003.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has leading positions in natural gas production,
gathering and processing, and transmission, as well as liquefied
natural gas transport and receiving, petroleum logistics, power
generation, and merchant energy services.  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

                         *   *   *

On October 2, 2002, Moody's Investors Service downgraded the
debt ratings of El Paso Corporation and its subsidiaries. The
ratings are under review for possible further downgrade.

Rating actions are:

                       El Paso Corporation

     * Senior unsecured debt from Baa2 to Baa3,

     * Bank credit facility from Baa2 to Baa3,

     * Subordinated Debt from Baa3 to Ba1,

     * Senior unsecured shelf from (P)Baa2 to (P)Baa3,

     * Subordinate shelf from (P)Baa3 to (P)Ba1,

     * Preferred shelf from (P)Ba1 to (P)Ba2,

     * Commercial paper from Prime-2 to Prime-3;

                      El Paso CGP Company

     * Senior secured from Baa1 to Baa2,

     * Senior unsecured from Baa2 to Baa3,

     * Subordinated from Baa3 to Ba1;

                     ANR Pipeline Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2;

                  Colorado Interstate Gas Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2;

                       Coastal Finance I

     * Preferred stock from Baa3 to Ba1;

                    El Paso Natural Gas Company

     * Senior unsecured from Baa1 to Baa2,

     * Long-term issuer rating from Baa1 to Baa2,

     * Commercial paper from Prime-2 to Prime-3;

                   El Paso Tennessee Pipeline Co.

     * Senior unsecured from Baa2 to Baa3,

     * Preferred stock from Ba1 to Ba2,

     * Senior unsecured shelf from (P)Baa2 to (P)Baa3,

     * Preferred shelf from (P)Ba1 to (P)Ba2;

                 Tennessee Gas Pipeline Company

     * Senior unsecured from Baa1 to Baa2,

     * Commercial paper from Prime-2 to Prime-3;

                Southern Natural Gas Company

     * Senior unsecured from Baa1 to Baa2;

               El Paso Energy Capital Trust I

     * Preferred stock from Baa3 to Ba1;

                El Paso Capital Trust II

     * Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;

                El Paso Capital Trust III

     * Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;

                 Limestone Electron Trust

     * Senior unsecured guaranteed notes from Baa2 to Baa3;

                 Gemstone Investor Limited

     * Senior unsecured guaranteed notes from Baa2 to Baa3.

DebtTraders reports that El Paso Corp.'s 5.750% bonds due 2006
(EP06USN1) are trading between 67 and 69. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP06USN1for
real-time bond pricing.


ENCHIRA BIOTECH: Seeks Shareholder Approval to Dissolve Company
---------------------------------------------------------------
Enchira Biotechnology Corp.'s board of directors is seeking
shareholder approval to liquidate and dissolve the company
because of lack of revenue, the need for additional capital and
the loss of its rights to its "gene shuffling" technology, Dow
Jones reported. If the plan is approved, Enchira Biotechnology
will liquidate its remaining assets and use the proceeds to pay
or make arrangements for its remaining liabilities and
obligations, the filing said. However, if shareholders don't
approve the proposal, the board will seek bankruptcy protection,
the filing said. According to a preliminary proxy filed late on
Friday with the Securities and Exchange Commission, in 2001 the
company was found to have breached a joint development and
license agreement with a former corporate partner and lost the
rights to technology related to its gene shuffling process.

Although Enchira Biotechnology has developed other technology
relating to the treatment of cancer, the board believes that the
stigma associated with the gene shuffling technology litigation
severely hampered the company's ability to raise additional
capital in the public and private markets and to align itself
with a strategic partner, the filing said. In addition, the
company said it never had revenue from a commercial product, and
without additional capital or other funding, the company would
be forced to liquidate under the protection of federal
bankruptcy laws. Enchira Biotechnology is a drug discovery and
development company. (ABI World, Nov. 12)


ENRON CORP: Judge Gonzalez Tinkers with Swidler Employment Order
----------------------------------------------------------------
To represent Enron Corporation and its debtor-affiliates'
numerous current and former employees in the Government's
investigation concerning the Enron Companies, the Court approved
on March 29, 2002 the employment of Swidler Berlin Shereff
Friedman LLP as special employees' counsel.  The Court also
ordered the Debtors to pay the legal fees and disbursements
arising therefrom.  Aside from Swidler, various other counsels
were also retained pursuant to the March 29 Order.

Since the Swidler Order, five firms have been retained on behalf
of over 250 Employees, a considerable number of which are former
Employees and the Debtors have received invoices for fees and
expenses over $8,090,448 on behalf of these Employees.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that in July 2002, the Debtors reviewed
the process by which the Counsels were retained to represent the
Employees who are witnesses in the Investigations and the
corresponding benefits to the estate associated with the
retention.  Specifically, in light of the extent of the
Investigations and the mounting costs of the Counsels, the
Debtors were reviewing the costs associated with dealing with
the Counsel's applications for retentions and paying the fees
against the benefits to the estate from the increased employee
morale and the increased cooperation with the Investigations.

Mr. Rosen reports that after the review and analysis, the
Debtors have determined that the estate did benefit
substantially from the retention of the Counsels.  "However,
given the circumstances prevalent at this point in the Debtors'
Chapter 11 cases, the benefits to the estate from the retentions
no longer outweigh the costs to the estate," Mr. Rosen
emphasizes.  Thus, the Debtors notified the Counsels that as of
October 1, 2002, the Debtors would no longer pay them for their
representation of "former" Employees.  Mr. Rosen explains that
until September 30, 2002, sufficient business justifications
existed that merited the payment of legal fees of current and
former Employees.  The Investigations were proceeding rapidly,
the governmental units required cooperation and the Debtors'
Chapter 11 cases could not proceed effectively without the
assistance of the Employees.

Accordingly, the Debtors ask the Court to amend the Swidler
Order to approve the discontinuance of the retention of, and
payment of fees and expenses of, Counsel for former Employees,
effective as of October 1, 2002.

Mr. Rosen contends that the former Employees will not be
adversely affected with the Amended Order as they were aware of
the Debtors' position prior to October 1, 2002.  The Debtors do
not object to the continued retention of the Counsels by former
Employees and support their efforts to continue to use the
Counsels at their own cost and expense.  In fact, the Debtors
encourage the Employees to continue their participation and
cooperation with the Investigations in order to facilitate the
Debtors' administration of these Chapter 11 cases.

                        *   *   *

Judge Gonzalez finds that the termination of the payment of
legal fees of former employees in connection with the
Investigations is necessary and in the best interests of the
Debtors, their estates and creditors.  Thus, the Court rules
that:

   (a) The Swidler Order is modified, nunc pro tunc to October
       1, 2002, to permit the Debtors to terminate the payment
       of legal fees and expenses of former employees with
       respect to the Investigation;

   (b) Nothing in this Order will be deemed to:

       -- prevent any of the Employees, including former
          employees of the Debtors, from retaining Counsel or
          continue their current engagements of Counsel;
          provided, however, that the Debtors will no longer pay
          for the legal fees and expenses of the Counsel; or

       -- prejudice the rights, if any, of any of the
          Employees, including former employees of the Debtors,
          to seek reimbursement of fees and expenses incurred on
          the basis of indemnification or having provided a
          "substantial contribution" in accordance with Section
          503(b) of the Bankruptcy Code or any other basis in
          law or equity and the rights of the Debtors and the
          Creditors' Committee to interpose an objection with
          respect thereto;

   (c) This Order will not:

       -- obligate Counsel to continue to represent any of the
          Employees, including any of the former employees;

       -- affect the rights or claims of any Counsel or
          Employees that arose prior to October 1, 2002; or

       -- in any way affect of the rights of the Creditors'
          Committee in connection with its appeal of the Swidler
          Order and any order entered by the Court resulting
          therefrom; and

   (d) Except as modified by this Order, the Swidler Order and
       each other order entered by the Court resulting therefrom
       remains in full force and effect. (Enron Bankruptcy News,
       Issue No. 48; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


EOTT ENERGY: Seeks Approval of Settlement Agreement with Enron
--------------------------------------------------------------
EOTT Energy Partners, L.P. seeks the Court's authority:

   (a) pursuant to Rule 9019 of the Federal Rules of Bankruptcy
       Procedure, to compromise controversy and for the approval
       of Settlement Agreement and Related Documents among the
       Debtors and EOTT Canada, Ltd., on one hand, and Enron
       Corp., Enron North America Corp., Enron Energy Services,
       Inc., Enron Pipeline Services Company, EGP Fuels Company
       and Enron Gas Liquids, Inc., on the other hand; and

   (b) pursuant to Section 365 of the Bankruptcy Code, to assume
       certain agreements in accordance with the terms of the
       Settlement Agreement.

Trey A. Monsour, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that debtor EOTT Energy Partners, LP's general
partner is debtor EOTT Corp., a wholly owned subsidiary of Enron
Corp.  As of October 8, 2001, EOTT Corp., held a 1.98% voting
interest in EOTT Energy Partners.  Based on information Enron
provided, an affiliate it indirectly controlled is the holder of
record of 18% of the Common Units of EOTT Energy Partners, 78%
of the Subordinated Units and 37% of the total units
outstanding. Accordingly, Enron may be deemed to be the
beneficial owner of 3,200,000 shares of Common Units and
7,000,000 of the Subordinated Units of EOTT Energy Partners.

Mr. Monsour reports that EOTT Energy Partners and its Operating
Partnerships do not have any employees.  EOTT Corp. provides
EOTT Energy Partners and its Operating Partnerships with the
necessary personnel to conduct their day-to-day business
operations or arrange for the services of the required personnel
from third parties or other Enron affiliates.  Pursuant to the
EOTT Partnership Agreement, EOTT Energy Partners reimburses EOTT
Corp., for substantially all of its direct and indirect costs
and expenses, including compensation and benefit costs, incurred
in providing or arranging for the services to them.

On the other hand, EOTT Corp. entered into several agreements
with Enron or its affiliates for the provision of management and
operation services that it provides to EOTT Energy Partners and
for which services EOTT Corp. must reimburse Enron.  These
Agreements are:

1. Enron Corporate Services Agreement, under which Enron has at
   some time in the past provided certain benefits plans,
   information technology services, partnership accounting and
   tax preparation services, transfer agent services, SEC filing
   assistance, investor relations services, and insurance under
   Enron's insurance policies;

2. Operation and Services Agreement, under which Enron Pipeline
   Services Company operates EOTT Energy Partners' pipeline
   facilities, provides administrative services related to the
   operation of the facilities, provides emergency services,
   performs capital improvements and other services EOTT Corp.
   requests; and

3. Enron Pipeline Services Company Transition Services
   Agreement, under which EGP Fuels Company provides transition
   services in connection with the acquisition of the MTBE plan
   and storage facilities by Liquids from Enron including the
   processing of invoices and payments to third parties related
   to the facilities.  EOTT Corp. provided services to EGP Fuels
   Company at its methanol plant through December 31, 2001.

The EOTT Parties have asserted numerous unsecured claims against
the Enron Parties for $600,000,000, which includes, but not
limited to:

   (a) Claims exceeding $500,000,000 against Enron Gas
       Liquids, Inc. arising from the rejection of the Toll
       Agreement and the Storage Agreement pursuant to a
       Stipulation and Agreed Order;

   (b) Claims for $9,000,000 against Enron Gas Liquids related
       to prepetition invoices and true-up obligations under the
       Toll Agreement and the Storage Agreement and not
       addressed in a Stipulation and Agreed Order;

   (c) Claims for $500,000 against Enron North America Corp.
       related to certain financial and physical forward
       contracts;

   (d) Claims for $75,000,000 against Enron Corp. arising from
       its guaranty of certain obligations under the Toll
       Agreement and the Storage Agreement;

   (e) Claims for $38,000 against Enron Energy Services, Inc.
       related to a sublease;

   (f) Claims against Enron Corp. for certain indemnities
       related to the MTBE Purchase Agreement; and

   (g) Claims against Enron Corp. in an unknown amount for
       breach of its fiduciary duty.

Mr. Monsour tells Judge Schmidt that the Enron Parties dispute
the extent and validity of the claim.  Moreover, the Enron
Parties have asserted numerous claims against the EOTT Parties
for $60,000,000, including, but not limited to:

   (a) prepetition secured and unsecured claims against EOTT
       Corp. for $10,500,000 arising under the Transition
       Agreement between EGP Fuels Company and EOTT Corp., a
       portion of that claim being secured by mechanic's and
       materialman's liens under applicable non-bankruptcy law;

   (b) prepetition secured and unsecured claims against Pipeline
       under the O&S Agreement for $6,200,000 for arrearages for
       the period November 2001 through August 1, 2002, a
       portion of that claim being secured by mechanic's and
       materialman's liens under applicable non-bankruptcy law;

   (c) prepetition unsecured claim against Operating for
       $25,000,000 with respect to a performance collateral
       payment in November 2001 under the guaranty agreement
       from Enron to Liquids related to the Toll Agreement and
       Storage Agreement;

   (d) prepetition unsecured claim against EOTT Energy Partners
       for $12,500,000 with respect to reimbursements under the
       Enron Corporate Services Agreement; and

   (e) certain indemnification claims against EOTT Energy
       Partners.

In the same manner, the EOTT Parties dispute the extent,
validity and priority of the claims the Enron Parties alleged.

In November and December 2001, the independent directors on EOTT
Corp.'s Board of Directors resigned, thereby creating the
necessity of appointing at least three new members of the Board.
In connection with the appointment in April 2002, and at the
request of the new independent directors, EOTT Corp.'s
Certificate of Incorporation and Bylaws were revised in March
2002 to reflect the delegation of all power and authority
necessary to negotiate and resolve the claims existing between
the Parties to an independent committee of the Board of
Directors -- Restructuring Committee.

By an order dated April 18, 2002, the Enron Bankruptcy Court
approved the execution of Enron's written consent of sole
stockholder, which approved EOTT Corp.'s revised Certificate of
Incorporation.  Mr. Monsour tells the Court that the revision
enabled the Parties to begin their negotiations regarding the
termination of certain contracts and a separation of EOTT Corp.
from Enron.  It also facilitated the Parties' ability to resolve
their existing claims on an arm's-length basis.

Extensive negotiations resulted to the Parties' agreement, which
contemplates:

   -- the transfer of EPSC employees performing services for
      EOTT Energy Partners to an entity within EOTT Energy
      Partners.  The employee transfer will be in conjunction
      with the transfer of EPSC services to the Debtors under
      the O&S Agreement to the Debtors;

   -- the termination of various contracts between the Parties,
      including the Enron Corporate Services Agreement, the O&S
      Agreement, the EPSC Corporate Services Agreement and the
      EGP Transition Services Agreement; and

   -- the resolution of substantially all claims through the
      execution of the Settlement Agreement, the Employee
      Transition Agreement, the Note, the Guaranty, the Letter
      of Credit, the Termination Agreements, the Enron Consent,
      the Right Of First Refusal Waiver and the Lien Releases --
      Settlement Documents.

Hence, the Settlement Agreement will severe the business
relationships between the EOTT Parties and the Enron Parties.
The salient terms of the Settlement Agreement are:

A. Closing.  On the Closing Date:

   (a) Enron will deliver the ROFR Waiver;

   (b) EPSC and EGP will deliver the Lien Releases;

   (c) EOTT Energy Partners will execute and deliver the Note
       to Enron, in the initial principal amount of $6,211,673
       and the related Guaranty by EOTT Canada, Ltd., and by all
       existing and future subsidiaries of EOTT Energy Partners;
       and

   (d) EOTT Energy Partners will cause the delivery of the
       Letter of Credit;

B. Cash Payment.  EOTT Energy Partners will pay to Enron
   $1,250,000 in cash as a condition precedent to the
   effectiveness of the Debtors' Plan of Reorganization;

C. Letter of Credit.  As a security for the Note, EOTT Energy
   Partners will cause to be delivered an irrevocable letter of
   credit for Enron's account;

D. Employee Benefits.  Until their transition to an EOTT entity
   who is not participating employer in the Enron retirement and
   welfare benefits plan, the employees and their covered
   spouses and dependents of EOTT Corp. will continue to
   participate in those Enron plans.  The EOTT Parties will take
   all necessary actions to withdraw from all Enron retirement
   and welfare benefit plan set forth in the Settlement
   Agreement.  As consideration for continuation of the
   employees in the Enron plans, EOTT will pay all Undisputed
   Monthly Benefit Payments in accordance with usual business
   practices and will pay the Fixed Employee Benefit Amount in
   12 equal installments on the first business day of each month
   beginning January 2, 2003;

E. Mutual Releases.  Except as provided in the Settlement
   Agreement, the Parties will exchange mutual releases of all
   claims;

F. EOTT Limited Indemnity.  The EOTT Parties will indemnify:

   (a) Enron;

   (b) any person who is or was an officer, director or employee
       of Enron; and

   (c) any person who was  but, as of Settlement date no longer
       is, an officer or director of EOTT Corp.,

   from and against any and all losses, claims, damages,
   liabilities, expenses, judgments, fines, interests,
   settlements and other amounts resulting from any and all
   actions, suits or proceedings in so far as they are:

   (a) EOTT Energy Partners derivative actions or suits; and

   (b) based on actions taken, or the failure to take any
       action, on or after April 10, 2002;

   provided, however, that in each case the Indemnitee acted in
   good faith and in a manner which was unlawful.  For the
   avoidance of doubt, the EOTT Indemnity will not apply to
   losses, claims, damages, liabilities, expenses, judgments,
   fines, penalties, interests, settlements and other amounts
   directly resulting from acts of fraud or the willful
   misconduct by an Indemnitee;

G. O&S Indemnity.  To the fullest extent permitted by applicable
   law, each of EOTT Corp. and the Operating Partners will and
   does agree to indemnify, protect, hold harmless and defend
   EPSC and its legal representatives, agents, employees,
   officers, directors, shareholders, subsidiaries and
   affiliates from and against any and all losses arising from,
   by reason of or in connection with:

   (a) any failure of EOTT Corp. to duly perform or observe any
       term, provision, covenant or agreement to perform or
       observe any term, provision, covenant or agreement to be
       performed or observed by EOTT Corp., pursuant to the O&S
       Agreement;

   (b) the ownership of EOTT Corp. or the Operating Partners and
       the operation of EPSC and its affiliates of the
       Facilities;

   (c) EOTT Corp.'s refusal to approve EPSC recommended items
       for inclusion in the budgets; or

   (d) EOTT Corp.'s refusal to approve EPSC recommended
       corrections, additions or modifications to the budget;

   provided, however, that neither EOTT Corp. nor the Operating
   Partnerships will be required to indemnify any Operator
   Indemnitee for losses caused by or resulting from the gross
   negligence or willful misconduct of EPSC or its employees or
   agents.  To the fullest extent permitted by applicable law,
   EPSC will and does agree to indemnify, protect, hold harmless
   and defend EOTT Corp and its indemnified parties in the
   performance of services under the O&S Agreement.
   Notwithstanding the foregoing, when any losses result from
   the joint or concurrent negligence in the case of EOTT Corp.
   or gross negligence in the case of EPSC or willful misconduct
   of both parties, the Parties' obligation to indemnify will be
   in proportion to each Party's allocable share of joint or
   concurrent negligence or willful misconduct;

H. Assumed Obligations; Interim Invoices; Administrative Claim.
   Pursuant to the O&S Agreement, EPSC operates the Debtors'
   pipeline facilities, provides administrative services related
   to the operation of these facilities, provides administrative
   services, performs capital improvements and provides other
   services requested by EOTT Corp.  The EOTT Parties will
   assume the O&S Agreement and cure certain outstanding
   obligations arising thereunder until the effective date of
   the Employee Transition Agreement.  The EOTT Parties will
   assume the Settlement Agreement, the Agreed Payments, the
   Employee Benefits Payment, the Final Invoice, the Transition
   Expenses, the EOTT Indemnity and the O&S Indemnity and these
   obligations will constitute Chapter 11  administrative claims
   against the EOTT Parties.  Further, the obligations will not
   be discharged and, instead, will constitute ongoing
   obligations of the reorganized entities or their successors.
   Similarly, the Cash Payment, the Note, the Guaranty, and the
   Letter of Credit will constitute Chapter 11 administrative
   expense claims against the EOTT Parties.  Moreover, the
   obligations will not be discharged and, instead, will
   constitute ongoing obligations of the reorganized successors;

I. EOTT Bar Date.  The EOTT Parties have granted the Enron
   Parties an extension of the applicable claims bar date in
   these Chapter 11 cases to the earlier of:

   (a) 10 business days after entry of a final non-appealable
       order confirming a plan of reorganization in all of these
       Chapter 11 cases incorporating this Settlement; and

   (b) the date 180 days after the EOTT Petition Date; provided,
       however, that, to the extent the proposed settlement is
       approved and consummated, the Enron Parties will not be
       required to file any proofs of claim or proofs of
       interest in these Chapter 11 cases; and

J. Closing Date; Return to Status Quo.  The Parties will return
   to their status quo ante if the settlement does not close by
   January 2, 2003 or an order is entered which deprives a Party
   of the material benefits of the Settlement Documents.

Mr. Monsour contends that the Settlement Agreement should be
approved because:

   (a) it is fair and reasonable under the circumstances;

   (b) it represents the exchange of reasonable equivalent value
       between the parties and in no way unjustly enriches any
       of the Parties;

   (c) it constitutes the contemporaneous exchange of new value
       and legal, valid and effective transfers among the
       Parties;

   (d) the disputes are resolved without going through the long
       and expensive litigation route;

   (e) it is an integral part of the Debtors' proposed plan of
       reorganization;

   (f) it affords the Debtors a prompt "divorce" from Enron; and

   (g) it is a product of extensive, arm's-length, good faith
       negotiations between the Enron Parties and the EOTT
       Parties.

Furthermore, Mr. Monsour asserts, the assumption of the
Agreements should be authorized because:

   (a) the O&S Agreement is essential to the Debtors' continued
       operations as the Debtors depend on the services provided
       by EPSC for the efficient, orderly operations of the
       Debtors' pipeline operations and is necessary for an
       effective transition of the operations from EPSC to the
       Debtors;

   (b) the assumption of the O&S Agreement, and the payment of
       the cure amount is less costly to the Debtors' estates
       than its termination;

   (c) the assumption of the Settlement Agreement, the Agreed
       Payments, the Employee Benefits Payments, the Final
       Invoice, the Transition Expenses, the EOTT Indemnity and
       the O&S Indemnity are essential to the Debtors' continued
       operations and confirmation and effectuation of the
       Debtors' proposed plan of reorganization; and

   (d) the Employee Transition Agreement, the Termination
       Agreements and the Restructuring Agreement are essential
       to the effectuation of this settlement and to the
       Debtors' reorganization efforts. (EOTT Energy Bankruptcy
       News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)

DebtTraders reports that Eott Energy Partners/Fin.'s 11.000%
bonds due 2009 (EOT09USR1) are trading between 57 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1
for real-time bond pricing.


FOCAL COMMS: Defaults on Senior Credit Facility and Term Loan
-------------------------------------------------------------
Focal Communications Corporation (Nasdaq: FCOM), a leading
national communications provider of local phone and data
services, announced results for its third quarter ended
September 30, 2002. Focal reported third quarter revenue of
$74.7 million, of which $48.8 million was Enterprise revenue and
$25.9 million was Internet Service Provider revenue. EBITDA
(earnings before interest, taxes, depreciation and amortization,
restructuring costs and non-cash compensation) during the third
quarter of 2002 was $15.3 million. The Company disclosed that it
is currently in default on both its Senior Credit Facility and
its secured equipment term loan as a result of covenant test
shortfalls relating to revenue and EBITDA in the third quarter
of 2002.

During the third quarter, the Company's corporate end user
business continued to grow, despite facing continuing challenges
from industry and general economic conditions. Increases in net
lines in service and a rise in end user minutes of use drove the
growth in revenue from corporate customers. In contrast, the
Company's wholesale business experienced high line churn and
declining revenue during the third quarter which pressured
Enterprise revenue as a whole. The ISP business remained under
pressure during the third quarter.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $377 million, and a total
shareholders' equity deficit of about $48 million.

"Focal's third quarter results, while disappointing, do not
accurately reflect the strength of our core corporate business,"
said Kathleen Perone, President and CEO. "This business is solid
and showed growth in a difficult economic environment. The
biggest impact on our consolidated revenue during the quarter
came from customer credits as we cleaned up outstanding billing
issues and the high level of wholesale and ISP line
disconnections."

                      Management Update

In June of 2002, Kathleen Perone succeeded Robert C. Taylor,
Jr., as President and Chief Executive Officer of the Company.
Subsequently several other significant management changes were
made. In August 2002, Elizabeth Vanneste joined the management
team as the Executive Vice President of Sales & Marketing. In
October 2002, the Company's Chief Operating Officer and several
other vice presidents left the Company.

During the third quarter, Ms. Perone launched a comprehensive
review of the business with a significant emphasis on
identifying potential cost savings and efficiency improvements.
As part of this review, management conducted a thorough analysis
of its customer accounts which resulted in the issuance of
customer credits and the disconnection of under-utilized lines
during the third quarter. Additionally, during the quarter the
Company continued to eliminate unnecessary expenses and in
October effected a reduction in force of approximately 300
positions to more appropriately align its cost structure with
current business needs. Management is continuing to review other
areas of the business, such as its network engineering, network
planning, provisioning and credit and collections departments in
order to identify additional operational efficiencies and
expense reductions.

"We have left no stone unturned as we have gone through the
process of evaluating our business," commented Perone. "With
these issues behind us we can focus on growing our revenue base.
Our future success lies in continuing to drive more and more of
our business from our corporate customers."

Perone continued, "We brought Elizabeth Vanneste in to help us
accomplish this goal. Elizabeth has built sales organizations
from the ground up and knows how to develop and motivate sales
people. Her key mission is to increase sales productivity and in
the short time that she has been with Focal we have already seen
an improvement in our productivity levels."

"Despite the external challenges the Company faces, with the
comprehensive efforts we have undertaken to improve our
performance, I continue to believe that Focal is a strong
company, with dedicated employees, a valuable customer base, and
the highest level of service in the industry," stated Perone.

                      Third quarter review

Focal sold 52,138 lines during the third quarter of 2002. While
sales to corporate customers were consistent with the past two
quarters, sales to wholesale and ISP customers were negatively
impacted by industry consolidation, customer bankruptcies and
reduction in customers' growth plans.

The Company installed 47,091 lines and disconnected 74,884 lines
during the third quarter. This resulted in a net reduction of
27,793 lines in service. Focal ended the third quarter with
691,204 lines in service. Installation activity during the
quarter was heavily weighted towards the Enterprise segment.
Line disconnects during the third quarter were primarily the
result of customer bankruptcies and industry consolidation. The
disconnect activity was dominated by wholesale and ISP
customers.

As a result of management's customer account review and
conversations with many of its wholesale and ISP customers about
their future capacity needs, the Company expects to see
additional ISP and wholesale line churn during the fourth
quarter of approximately 150,000 lines. A significant amount of
these lines were under-utilized as of September 30, 2002.

Third quarter revenue was $74.7 million. Revenue was reduced by
$10.2 million of customer credits issued during the quarter as a
result of management's review of its outstanding past due
accounts receivable. Enterprise revenue, which includes revenue
from corporate and wholesale customers, was $48.8 million in the
third quarter. Enterprise revenue was reduced by $6.1 million of
customer credits. Within the Enterprise segment, corporate end-
user revenue growth was driven by an increase in access lines
and minutes of use, but was offset by a decline in wholesale
revenue. Revenue from Internet Service Providers in the third
quarter of 2002 was $25.9 million. ISP revenue continues to
decline both in terms of actual dollars and as a percentage of
total revenue primarily as a result of decreased inter- carrier
compensation rates and the continuing consolidation and churn in
that customer base. On a year over year basis, Enterprise
revenue has increased 21.4%, while ISP revenue has declined
42.3%.

Network expense was $49.0 million during the third quarter and
was impacted by a 4% increase in minutes of use and an increase
in corporate net lines in service. The Company is in the process
of reviewing its network planning and engineering functions and
has identified several network optimization opportunities that
are expected to reduce expenses over time.

SG&A expense was $43.0 million during the third quarter of 2002.
Stringent expense controls helped limit spending during the
quarter. The Company also increased its bad debt expense during
the period reflecting the downturn in the economy and the
telecommunications industry.

EBITDA (earnings before interest, taxes, depreciation and
amortization, restructuring costs and non-cash compensation)
during the third quarter of 2002 was $15.3 million. Focal
reported a net loss applicable to common shareholders for the
third quarter of $66.8 million.

Accounts receivable was $66.0 million on September 30, 2002,
compared to $91.7 million in the second quarter of 2002. The
decrease in accounts receivable was the result of the customer
credits issued during the quarter, collections and the write-off
of uncollectible accounts. During the third quarter, the Company
increased its reserve for doubtful accounts by approximately
$2.2 million, which included $7.6 million in bad debt expense,
offset by $5.4 million in write-offs of uncollectible accounts.
Focal's total reserve for doubtful accounts at the end of the
quarter was $24.7 million, or 27% of gross accounts receivable.

During the quarter, the Company continued to control its cash
burn through strong cash management efforts. Cash and
equivalents were $65.1 million at the end of the third quarter.
This represents a decline of $10.6 million from the end of the
second quarter of 2002. Cash generated from operations was
$580,000 during the quarter. Cash was used for capital
expenditures of $8.0 million and principal and interest payments
of $11.9 million. The Company's capital expenditure needs are
modest and are driven by growth in its installed line base.

               Financial Update & Debt Defaults

The Company disclosed that it is currently in default on both
its Senior Credit Facility and its secured equipment term loan.
The defaults are a result of the Company's third quarter revenue
and EBITDA being below minimum covenant levels. A summary
description of the terms of the Credit Facility and secured
equipment term loan are contained in the Company's third quarter
2002 10-Q filing dated November 14, 2002.

"Focal is actively working with its lenders to resolve the
default as quickly as possible," said Jay Sinder, Focal's CFO.

Focal Communications Corporation -- http://www.focal.com-- is a
leading national communications provider. Focal offers a range
of solutions, including local phone and data services, to
communications-intensive customers. Approximately half of the
Fortune 100 use Focal's services, in 23 top U.S. markets.
Focal's common stock is traded on the Nasdaq National Market
under the symbol FCOM.

DebtTraders reports that Focal Communications CP's 12.125% bonds
due 2008 (FCOM08USR1) are trading between 1 and 3. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.


FOUNTAIN VIEW: Plan Filing Exclusivity Extended through Nov. 22
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Central District
of California, Fountain View, Inc., and its debtor-affiliates
obtained an extension of their exclusive periods.   The Court
gave the Debtors, until November 22, 2002, the exclusive right
to file their plan of reorganization, and until January 21,
2003, to solicit acceptances of that Plan from creditors.

Fountain View, a leading operator of long-term care facilities
and a leading provider of a full continuum of post-acute care
services, with a strategic emphasis on sub-acute specialty
medical care, filed for chapter 11 protection on October 2,
2001. Daniel J. Bussel, Esq., at Klee Tuchin Bogdanoff & Stern
represents the Debtors in their restructuring efforts.


GENTEK INC: Seeking to Employ Logan as Claims & Noticing Agent
--------------------------------------------------------------
There are thousands of creditors, potential creditors and
parties-in-interest in the Chapter 11 cases of GenTek Inc., and
its debtor-affiliates, Jane M. Leamy, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, relates.  However, the office of the
Bankruptcy Court Clerk is not equipped to provide necessary
notices to those parties or to efficiently and effectively
docket and maintain the large number of proofs of claim that
likely will be filed in these cases.

The Debtors expect that the solicitation of votes on their
reorganization plans will necessitate:

   -- the forwarding of ballots, disclosure statements, and
      related solicitation materials to thousands of creditors;
      and

   -- the accurate recordation and tabulation of the numerous
      ballots that are returned by the creditors.

It is impracticable for the Debtors to perform these functions
without assistance.  The most effective and efficient manner by
which to provide notice, docketing and solicitation in these
cases is to engage an independent third party to act on behalf
of the Clerk's office and the Debtors.

Accordingly, the Debtors sought and obtained the Court's
authority to employ Logan & Company, Inc. as claims, noticing
and balloting agent.

Logan is a data processing firm that specializes in noticing,
claims processing, voting and other administrative tasks in
Chapter 11 cases.  The Debtors believe that Logan's assistance
will expedite service of notices, streamline the claims
administration process and permit them to focus on their
reorganization efforts.

As claims, noticing and balloting agent, Logan will:

   (a) prepare and serve required notices in these Chapter 11
       cases, including:

       (1) a notice of commencement of these Chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       (2) a notice of the claims bar date;

       (3) notices of objections to claims;

       (4) notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

       (5) other miscellaneous notices as the Debtors or the
           Court may deem necessary or appropriate for an
           orderly administration of these Chapter 11 cases;

   (b) within five business days after the service of a
       particular notice, file with the Clerk's Office an
       affidavit of service that includes:

       (1) a copy of the notice served;

       (2) an alphabetical list of persons on whom the notice
           was served, along with their addresses; and

       (3) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (d) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes this information for each
       claim or interest asserted:

       (1) the name and address of the claimant or interest
           holder and his agent, if the proof of claim or proof
           of interest was filed by an agent;

       (2) the date the proof of claim or proof of interest was
           received by Logan and the Court;

       (3) the claim number assigned to the proof of claim or
           proof of interest; and

       (4) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a monthly basis, unless requested by the
       Clerk's office on a more or less frequent basis;

   (g) maintain a current mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       that list available on request to the Clerk's Office or
       any party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e)
       of the Bankruptcy Rules and provide notice of the
       transfers as required by Rule 3001(e);

   (j) comply with applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (k) provide temporary employees to process claims, as
       necessary;

   (1) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

   (m) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (n) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors.

Logan is also expected to help the Debtors in:

  (i) the preparation of their schedules, statements of
      financial affairs and master creditor lists, and any
      amendments to the Schedules; and

(ii) if necessary, the reconciliation and resolution of claims.

Ms. Leamy explains that Logan's fees and expenses will be
treated as an administrative expense of the Debtors' Chapter 11
estates. The Debtors will pay the fees in the ordinary course of
business. Logan will submit to the U.S. Trustee for Region 3, on
a monthly basis, copies of the invoices it submits to the
Debtors for services rendered.

Kathleen M. Logan, President of Logan & Company, assures the
Court that her company does not represent or hold any interests
adverse to the Debtors.  Ms. Logan further represents that:

   -- Logan will not consider itself employed by the United
      States government and will not seek any compensation from
      the Government in its capacity as the Claims, Noticing and
      Balloting Agent in these Chapter 11 cases;

   -- By accepting employment in these chapter 11 cases, Logan
      waives any rights to receive compensation from the
      Government;

   -- In its capacity as the Claims, Noticing and Balloting
      Agent in these chapter 11 cases, Logan will not be an
      agent of the United States and will not act on behalf of
      the United States; and

   -- Logan will not employ any past or present employees of the
      Debtors in connection with its work as the Claims,
      Noticing and Balloting Agent in these Chapter 11 cases.
     (GenTek Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


GILAT SATELLITE: Firms-Up Details of Debt Restructuring Plan
------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq:GILTF), a worldwide leader
in satellite networking technology, has reached agreement with
its major bank and holders of a majority of bonds on the details
of its restructuring plan. The Company, its major banking
creditor and bondholders holding a majority of the US$350
million (face value), 4.25 percent Convertible Subordinated
Notes due 2005, have agreed on the details of the debt
restructuring plan and requested that the Israeli District Court
in Tel Aviv convene a meeting of the bondholders and banks to
approve the arrangement.

If the Court accepts the application, the Tel-Aviv District
Court will convene a meeting to be tentatively scheduled for
early January 2003, of the Company's banking creditors and
bondholders to vote on the restructuring plan. The Company
expects to distribute proxy information to the bondholders
during December. The plan as submitted has been approved by the
Company's primary lender and holders of a majority of the bonds,
but is subject to finalization of definitive agreements with the
banks, bondholders and another major vendor.

Gilat Chairman and CEO Yoel Gat said, "We have reached an
agreement with our banks and a majority of bondholders, thus
enabling us to move forward with the procedural closing phase in
order to complete our debt restructuring. Closing will mark the
end of our restructuring plan and will position the Company on a
path of growth, with a significantly improved balance sheet and
operating structure."

The plan as submitted to the Court stipulates that bondholders
will convert approximately 77% of its debt of $361,974,000, or
$278,720,000 into approximately 80% of the outstanding shares
post restructuring or $1.38 of debt per share. In addition, the
bondholders will receive in exchange for the remaining debt of
$83,254,000 a new, 10-year convertible bond, with a 4% annual
interest rate and a voluntary conversion price of $0.87 per
share. The interest payments will be deferred in 2003 and 2004,
after which time the interest payments commence semi-annually in
2005. Principle repayment of the bonds will begin in 2010 and
2011 with $5 million each year, and principle balance due in
2012. The Company will have the right to force conversion under
certain conditions.

The plan calls for the Company's lead banker, Bank Hapoalim, to
convert $25,500,000 of its existing bank debt to new equity
equal to approximately 7.31% of the outstanding equity post
restructuring and $5,100,000 into new convertible bonds. The
Bank is also a bondholder and its expecting holdings post-
structuring will be 14.1%. The Bank has also agreed that the
remaining debt of $71,400,000 will be under the following terms:
Interest - Libor plus 2.5%, payable semi-annually; 10 year term
with 2 year grace period on principal, partial grace period in
2005 and 7 remaining years of full payment. The plan
contemplates that the other banks will amend their loans under
substantially the same terms.

"The bondholder representatives and banks have made an
exceptional effort to conclude an arrangement that will shrink
the Company's debt to a manageable size and enable future
growth," said Yoel Gat. "We will make every effort to make Gilat
successful and reward their confidence and cooperation with real
value in the near future."

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc. and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal satellite network technology - with nearly 400,000
VSATs shipped worldwide. Gilat markets the Skystar Advantage,
DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster* 360 VSAT
products in more than 70 countries around the world. The Company
provides satellite-based, end-to-end enterprise networking and
rural telephony solutions to customers across six continents,
and markets interactive broadband data services. The Company is
a joint venture partner in SATLYNX, a provider of two-way
satellite broadband services in Europe, with SES GLOBAL. Skystar
Advantage(R), Skystar 360(TM), DialAw@y IP(TM) and FaraWay(TM)
are trademarks or registered trademarks of Gilat Satellite
Networks Ltd., or its subsidiaries. Visit Gilat at
http://www.gilat.com


GLOBAL CROSSING: Urges Court to Approve Settlement with Primus
--------------------------------------------------------------
Global Crossing Ltd., together with its debtor-affiliates, and
Primus Telecommunications Group Inc., provide each other with a
variety of telecommunications services under a number of
different contracts.  The Debtors and Primus dispute certain
setoff rights and charges under those contracts. Accordingly,
the Debtors sought and obtained Court approval a settlement
agreement resolving all disputes between the parties.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on May 24, 1999, Global Crossing Holdings
Ltd. and Primus Telecommunications Group, Inc., entered into an
Agreement for the Reciprocal Purchase of Capacity whereby the
Debtors committed to purchase at least $2,500,000 in satellite
services from Primus or its subsidiaries and affiliates and
Primus Group committed to purchase certain telecommunications
services from the Debtors.  The Reciprocal Agreement provided
for an annual lump sum payment in lieu of the actual purchase
commitment if either party failed to meet its contractual
minimum purchasing requirements.

To meet its purchase commitments under the Reciprocal Agreement,
Primus entered into a number of capacity purchase agreements
with different Global Crossing entities, including Atlantic
Crossing Ltd., GT U.K. Ltd., GT Landing Corp. and Global
Crossing Bandwidth, Inc.  As of June 2002, Primus owed the
Contracting Debtors $5,061,687.10.

For the first three years of the Reciprocal Agreement, Mr. Walsh
relates that the Debtors failed to satisfy its purchase
commitments and, therefore, paid $5,000,000 to Primus.  As of
October 9, 2002, the Debtors owe Primus $2,500,000 for the third
annual payment for the period 2001 to 2002.

Primus contends that its obligations to the Contracting Debtors
and the Debtors' obligations to Primus are mutual obligations,
which may be offset under Section 553 of the Bankruptcy Code.
According to Primus, while the Capacity Purchase Agreements may
be separate contracts with distinct Global Crossing entities,
all Capacity Purchase Agreements are part of one integrated
transaction.  Specifically, because of the Debtors' corporate
structure, Primus could only meet its obligations under the
Reciprocal Agreement by entering into separate agreements with
each of the Contracting Debtors.  Primus has, therefore,
withheld payment of the $5,061,687.10 outstanding under the
Capacity Purchase Agreements pending an adjudication of its
setoff rights.

In addition to the Reciprocal Agreement, Mr. Walsh relates that
the Debtors and Primus entered into a number of other contracts
for the provision of international telecommunications services.
Primus has disputed certain charges under one agreement -- the
Carrier Services Agreement effective September 20, 1999.

To continue the business relationship between Primus and the
Debtors, the parties have agreed to a settlement of matters
related to the Reciprocal Agreement, the Capacity Purchase
Agreements and the Carrier Services Agreement.  The salient
terms of the Settlement Agreement are:

-- As of June 11, 2002, the Debtors and Primus will offset
   amounts owed by the Debtors to Primus under the Reciprocal
   Agreement and amounts owed by Primus to the Contracting
   Debtors under the Capacity Purchase Agreements.  The
   differential of $61,687.10 will be paid by Primus to the
   Debtors on July 1, 2004;

-- As of June 11, 2002, the Parties agree that the Reciprocal
   Agreement is terminated, and neither party will have any
   further liability;

-- Except as amended by the Settlement Agreement, the remaining
   terms and conditions of the Capacity Purchase Agreements will
   remain in full force and effect;

-- Primus will pay the Debtors $200,000 by wire transfer for
   telecommunications services provided under the Carrier
   Services Agreement.  The $100,000 will be paid on or before
   October 11, 2002, and the remaining $100,000 will be paid on
   or before November 2, 2002.  In addition, Primus will extend
   to the Debtors a $236,032.03 credit that may be applied to
   the provision of services by Primus to the Debtors.  These
   payments will constitute full payment for any amounts owed by
   Primus to the Debtors under the Carrier Services Agreement;
   and

-- Primus and the Debtors, including any of their subsidiaries
   and affiliates, will mutually release and discharge any
   claims and causes of action that existed prior to and through
   the Effective Date, arising out of or relating to the
   Reciprocal Agreement, the Capacity Purchase Agreements and
   the Carrier Services Agreement.

The Debtors believe that the Settlement Agreement is beneficial
to their estates and creditors.  Mr. Walsh notes that the
Settlement Agreement resolves all of the outstanding claims
between the parties without the need for protracted and costly
litigation.  In addition, the Settlement Agreement terminates
the Reciprocal Agreement and relieves the Debtors from any
further payment obligations with respect thereto.  Finally, as a
result of the Settlement Agreement, the Debtors will receive
over $300,000 in cash and incentives from Primus and retain
Primus as an on-going customer of the Debtors. (Global Crossing
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX08USR1) are trading at around 2.25 cents-on-
the-dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1


GLOBALSTAR LP: Talking with Potential Investors on New Financing
----------------------------------------------------------------
Globalstar, the world's most popular handheld satellite
telephone service, announced its results for the quarter ended
September 30, 2002.

Both revenue and subscriber numbers continued to climb during
the quarter, accompanied by significant progress in
consolidation of international operations, expense reduction,
and new product development.

On August 19, the company acquired the sales and technical
operations of Globalstar USA (GUSA), the Globalstar service
provider in the United States. As a result, financial figures
from August 20 forward include revenues and expenses which
previously accrued to Vodafone Group Plc, GUSA's previous owner.
Figures given for prior quarters do not include GUSA revenues
and expenses.

For the quarter, Globalstar L.P.'s net loss applicable to
ordinary partnership interests declined to $14.6 million, a
reduction of 31% from the previous quarter and a decline of 89%
from the same quarter in 2001. Third quarter operating losses
were $14.7 million, a decline of 30% from the previous quarter
and a decline of 46% from the third quarter of 2001. These
results are consistent with the company's expectations during
this restructuring period.

Globalstar recorded a total of 10.1 million minutes of use in
the third quarter, representing a 31% increase in traffic from
the previous quarter and a 36% increase from a year ago. The
estimated number of mobile and fixed subscribers at the end of
September was 80,000, an increase of 6% over the previous
quarter and a 37% increase from a year ago.

"This quarter included some crucial developments in our
restructuring, most notably the completion of our acquisition of
Globalstar sales and marketing operations across North America
and parts of Europe," said Olof Lundberg, chairman and CEO of
Globalstar. "This has already resulted in a dramatic improvement
in our revenue stream, and we were able to rapidly consolidate
these operations while still reducing monthly cash requirements.

"Meanwhile, our business continues to branch out into new areas
and new markets, supported by a growing portfolio of products
and services. We are also currently in advanced discussion with
possible investors, and we expect to have an announcement on
this in the weeks ahead, clearing away the last remaining
obstacle to completing our reorganization and to the rapid,
successful growth of our business."

                         Financial Results

A full discussion of Globalstar's financial performance for the
third quarter can be found in the company's Report on Form 10-Q,
to be filed shortly with the U.S. Securities and Exchange
Commission. Highlights are as follows:

Total revenues for the third quarter of 2002 were $7.8 million,
a 66% increase over the second quarter, and a 434% increase over
the same quarter in 2001. Service revenues for the third quarter
were $5.7 million, up 73% over the previous quarter and up 292%
over the third quarter of 2001. The company also recorded $2.1
million of equipment sales revenue from the sale of handsets and
related equipment in the United States and Canada.

As of September 30, 2002, Globalstar had approximately $22.6
million in cash on hand. The company is currently in discussions
with potential investors, with the objective of raising
sufficient funds to achieve cash flow breakeven operations,
although the outcome of these discussions cannot be assured at
this time. Globalstar expects that debtor-in-possession
financing will likely be required to sustain operations through
the completion of its chapter 11 case.

Globalstar, L.P.'s $14.6 million loss for the quarter converts
to a loss of $0.12 per share of Globalstar Telecommunications
Ltd.

                         Company Operations

During the third quarter, Globalstar achieved several milestones
in the areas of acquisitions, product development and new
applications. These included:

     -- In addition to the acquisition of Globalstar USA as
noted above, Globalstar also acquired the gateway operations in
Aussaguel, France, from the company's service provider partner,
TE.SA.M. This gateway serves customers across much of Europe,
northern Africa and the northern Atlantic Ocean.

     -- Globalstar became the first -- and so far only --
satellite phone company to build and demonstrate a functioning
Ancillary Terrestrial Component system, using a modified Model
650 Telit tri-mode phone operating over Globalstar's existing
MSS frequencies. If implemented commercially in the U.S., an ATC
phone unit could ultimately operate in three modes: satellite
mode over MSS frequencies, cellular mode over MSS frequencies,
and cellular over terrestrial cellular frequencies.

     -- Globalstar announced the successful test of a very low
cost simplex modem, developed in cooperation with AeroAstro.
Commercial implementation of simplex data service is scheduled
for January 2003.

     -- Another equipment manufacturer, Sea Tel, shipped the
first commercial production unit of its Globalstar multi-channel
modem unit (MCM-3), making medium data-rate communications
available to maritime users over the Globalstar system.

     -- Mykotronx, a producer of high-level data security
devices, confirmed that Type 1 encrypted data -- the U.S.
government's highest level of secure data -- can now be sent and
received over the Globalstar system using the KIV-7 encryption
unit manufactured by Mykotronx.

     -- Elsacom, Globalstar's service provider in Italy, took
part in a remote medical diagnostic demonstration with
Medtronic, a leading medical technology company. In the
demonstration, doctors in a Sicilian hospital were able to
monitor a patient's electro-cardiogram data, diagnose the
illness and prescribe treatment, even though the patient was on
a boat many miles offshore. This was made possible by connecting
Medtronic EKG equipment to a Globalstar phone, with the
resulting data sent back to the hospital in real time. This
system demonstrates the potential value of Globalstar service in
providing support for emergency medical services in remote
locations.

After the close of the quarter, Globalstar also took part in a
demonstration conducted by NASA Glenn Research Center and the
U.S. Coast Guard of a highly secure mobile networking system
that can provide dependable data communications, even beyond the
range of terrestrial wireless networks. Globalstar provided the
space segment of the network.

                      Satellite Constellation

Globalstar's satellite constellation has generally continued to
perform well. Since early 2001, a number of satellites have
experienced operating anomalies, but in most cases the
satellites successfully recovered and were returned to service.
To date, only two satellites have been declared failed, and they
have been replaced with on-orbit spares.

Currently, three satellites out of Globalstar's 48-satellite
constellation are out of service, undergoing diagnostic testing
and recovery operations. As a result, users may experience brief
service outages a few times a day, depending on their location.
Since the current anomalies appear similar to those experienced
on satellites that have been successfully recovered, Globalstar
is using its earlier experience to work toward further
recoveries, although no fixed timetable for recovery of these
satellites can be assured at this time.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com


GMAC COMM'L: Fitch Affirms Ratings on 2001-C1 P-T Certificates
--------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-
through certificates, series 2001-C1, $99 million class A-1,
$546.8 million class A-2, and interest-only classes X-1 and X-2
are affirmed at 'AAA' by Fitch Ratings. In addition, Fitch
affirms the $41 million class B at 'AA+', $32.4 million class C
at 'A+', $13 million class D at 'A', $17.3 million class E at
'BBB+', $13 million class F at 'BBB', $13 million class G at
'BBB-', $25.9 million class H at 'BB+', $6.5 million class J at
'BB', $6.5 million class K at 'BB-', $13 million class L at
'B+', $4.3 million class M at 'B', $4.3 million class N at 'B-'
and $4.3 million class O at 'CCC'. Fitch does not rate the $13
million class P certificates. The rating affirmations follow
Fitch's annual review of the transaction, which closed in April
2001. No loans have paid off since closing.

As of the October 2002 distribution date, the pool's collateral
balance has been reduced 1.3% to $853.2 million from $864.1
million at closing. The certificates are collateralized by 101
fixed-rate loans consisting mainly of the following: multifamily
(29%), retail (27%), office (22%), and industrial (10%).

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end (YE) financials for 95.2% of the outstanding pool
balance. According to the information provided, the YE 2001
weighted average debt service coverage ratio (DSCR) is 1.35
times compared to 1.32x at issuance. Five loans (10.5%) have YE
2001 DSCRs below 1.00x including two of the top five loans:
Peaks at Papago Park (4.7%) and Oakbrook Point (3.6%). However,
all five of the loans with DSCRs below 1.00x remain current.

Currently, two loans (2%) are 30 days delinquent, including the
North Central Plaza loan which is in special servicing. The
North Central Plaza loan transferred to special servicing in
September after its largest tenant that occupied 23% of the net
rentable area (NRA) filed for bankruptcy and vacated the space.
The other 30 days delinquent loan became delinquent due to the
borrower disputing escrows on account. Additionally, two loans
(0.31%) are currently 60 days delinquent because the borrowers
are disputing the insurance paid by GMAC on the properties and
have been sending short payments. Of the 27 loans (28.6%) that
are currently on the master servicer's watchlist, Fitch is
mainly concerned with six of them. The six loans include the
three non-specially serviced delinquent loans (0.66%), two of
the loans with YE 2001 DSCRs below 1.00x (4.3%), and one loan
(0.28%) with a significant drop in occupancy.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, subordination levels remain sufficient to affirm the
ratings. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


HALSEY PHARMACEUTICALS: Net Capital Deficit Widens to $77 Mill.
---------------------------------------------------------------
Halsey Pharmaceuticals (OTCBB:HDGC) reported a net loss for the
third quarter, ended September 30, 2002, of $7,869,000 compared
to net loss of $1,903,000, for the quarter ended September 30,
2001.

For the nine months ended September 30, 2002, the Company had a
net loss of $20,688,000 compared to a net loss of $6,606,000 for
the same period in 2001.

Net product revenues for the third quarter were $2,013,000 as
compared to $5,326,000 for the quarter ended September 30, 2001.
For the first nine months of fiscal 2002, net product revenues
were $6,152,000 as compared to $15,254,000 for the same period
in 2001.

Net product revenues for the three and nine months ended
September 30, 2001 included $3.5 million and $8.5 million
milestone payments, respectively, related to the sale of the
Company's Abbreviated New Drug Application for Doxycycline
Capsules or a $.23 and $.57 per share favorable impact,
respectively.

Net loss for the third quarter 2002 was unfavorably impacted by
$2,821,000 of additional interest and debt discount amortization
expense relating to interim financings as compared to the same
period in 2001.

The net loss for the nine months ended September 30, 2002 as
compared to the same period in 2001 include additional interest
and debt discount amortization expense of $6,236,000 which
resulted in a $.41 per share unfavorable impact.

Halsey's September 30, 2002 balance sheet shows a working
capital deficit of about $83 million, and a total shareholders'
equity deficit of about $77 million.

Commenting, Michael Reicher, Chairman & CEO said,
"Notwithstanding the disappointing financial results, we believe
the Company has made significant positive strides. Namely, the
Company completed the transition of the Company's core products
into the modern Congers finished dosage facility. The slow
growth in product revenues is due in large part to the
requirement for FDA approval of the site transfer of these
products. That has now been completed and we expect to see
quarter-to-quarter revenue growth going forward. Additionally,
the Company's efforts to secure an opiate import registration is
moving along as expected with the important hearing before the
DEA's Administrative Law Judge scheduled for February, 2003".

"Unfortunately, the high interest cost and debt discount
amortization incurred by the Company this year is reflective of
the financing environment that has persisted since the decline
of the overall capital markets and the venture capital market in
particular. The Company has been financing operations with high
cost bridge financing while searching for capital from more
traditional venture sources. As previously announced, the
Company has signed a term sheet with two venture capital firms
with strong pharmaceutical expertise which outlines the terms of
a private offering of the Company's convertible debentures. If
the Company is successful in completing the debenture offering,
of which no assurance can be given, the resulting net proceeds
should bring the necessary capital to execute the Company's
strategic business plan."

No assurance can be given that the transaction described in the
previously announced term sheet will be completed on the terms
described, if at all.

The failure of the Company to timely complete the new Debenture
offering with Essex Woodlands and Care Capital will have a
material adverse effect on the Company's financial condition and
results of operations and will require the Company to (i)
significantly curtail product commercialization efforts,
including the development and commercialization of the opiate
synthesis technologies, (ii) if available, obtain funding
through arrangements with collaborative partners or others on
terms that may require the Company to relinquish certain rights
in its opiate synthesis technologies, which the Company could
otherwise pursue on its own, or that would significantly dilute
the Company's stockholders, (iii) significantly scale back or
terminate operations, and/or (iv) seek relief under applicable
bankruptcy laws.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in innovative drug
development.


HALSEY PHARMACEUTICALS: Inks Term Sheet for Additional Capital
--------------------------------------------------------------
Halsey Pharmaceuticals (OTCBB:HDGC) has signed a term sheet with
Essex Woodlands Health Ventures and Care Capital LLC for the
issuance of $25 million in 5% Convertible Senior Secured
Debentures of the Company.

A portion of this financing represents the conversion of the
Company's outstanding $14 million bridge loans and accrued
interest thereon into the new debentures.

The Conversion Price of the Debentures will be calculated at the
closing of the transaction to provide that the new Debentures
will be convertible into shares of the Company's Common Stock
representing approximately 34% of the Company based on a $47.4
million fully-diluted, pre-money valuation (after giving effect
to all of the Company's outstanding convertible debentures,
warrants and other convertible securities, including the warrant
to be issued to Watson Pharmaceuticals (as described below), as
well as any dilution adjustment to the Company's debentures,
warrants and convertible securities as a result of the issuance
of the new Debentures). Without taking into account the dilution
adjustment to the Company's outstanding debentures and warrants
as a result of the new Debenture offering, the new Debentures
would have a conversion price of approximately $0.60 per share.
It is expected that the conversion price of the new Debentures
will be substantially reduced after giving effect to the
dilution protections contained in the Company's outstanding
debentures and warrants.

The Company currently has issued and outstanding 15,065,240
shares of common stock and debentures and warrants convertible
and exercisable into an aggregate of approximately 63,500,000
shares (including the Watson warrant for 10,700,000 shares
described below). As the conversion price of the new Debentures
is expected to be below the average price of the Company's
Common Stock for the 20 trading days prior to the Closing Date,
the dilution protection provisions contained in the Company's
outstanding debentures and warrants will result in a substantial
increase in the number of shares issuable upon conversion and
exercise of such securities.

The completion of the transaction is subject to the negotiation
and execution of definitive agreements as well as the
satisfaction of numerous conditions, including the receipt of
the consent of Watson Pharmaceuticals, the Company's senior
lender, and the consent of the holders of the Company's
outstanding Debentures. The Company and Watson Pharmaceuticals
have agreed in principle to amend the terms of the Term Loan
Agreement with Watson to permit the completion of the new
Debenture offering, including (i) the transfer to the Watson
Term Loan of the Company's outstanding payment obligation to
Watson of approximately $4 million under a product supply
agreement between the parties, and (ii) the extension of the
maturity date of the Watson Term Loan from March 31, 2003 to
March 31, 2006. In consideration for the amendments to the
Watson Term Loan Agreement, the Company will issue to Watson a
common stock purchase warrant exercisable for approximately
10,700,000 shares of the Company's Common Stock at an exercise
price per share equal to the conversion price of the new
Debentures. The amendments to the Watson Term Loan Agreement are
subject to the negotiation and execution of definitive
agreements, of which no assurance can be given.

If the Company is successful in concluding this transaction, of
which no assurance can be given, the Company estimates a closing
to occur by mid-December, 2002.

Commenting, Michael Reicher, Chairman & CEO said, "We are
delighted to have Essex Woodlands Health Ventures and Care
Capital LLC as partners going forward. Besides the capital
resources, they bring a wealth of industry experience and we
believe their participation as members of the Board of Directors
will be of tremendous value as we execute the Company's
strategic plan."

No assurance can be given that the transaction will be completed
on the terms described, if at all. The failure of the Company to
timely complete the new Debenture offering with Essex Woodlands
and Care Capital will have a material adverse effect on the
Company's financial condition and results of operations and will
require the Company to (i) significantly curtail product
commercialization efforts, including the development and
commercialization of the opiate synthesis technologies, (ii) if
available, obtain funding through arrangements with
collaborative partners or others on terms that may require the
Company to relinquish certain rights in its opiate synthesis
technologies, which the Company could otherwise pursue on its
own, or that would significantly dilute the Company's
stockholders, (iii) significantly scale back or terminate
operations, and/or (iv) seek relief under applicable bankruptcy
laws.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in innovative drug
development.

More information on Halsey Pharmaceuticals are available at the
Company's Web site at http://www.halseydrug.com


HANOVER COMPRESSOR: S&P Keeps Watch on BB Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Hanover
Compressor Co., ('BB' corporate credit rating) on CreditWatch
with negative implications, reflecting the company's
announcement that the SEC was changing the status of its review
of financial restatements to formal from informal.

The Houston, Texas-based gas compressor equipment manufacturer
has about $1.7 billion in outstanding debt.

"A formal investigation means SEC officials can issue subpoenas
for documents and testimony," noted Standard & Poor's credit
analyst Steven K. Nocar. The change in status follows Hanover's
internal review and subsequent filing of amended financial
results for 1999, 2000, and 2001. Standard & Poor's will resolve
the CreditWatch listing when the SEC has concluded its active
investigation.

DebtTraders reports that Hanover Compressor Co.'s 4.750%
Convertible bonds due 2008 (HC08USR1) are at around 70 cents-on-
the-dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=HC08USR1


HARKEN ENERGY: Bank One Waives Covenant Under Credit Agreement
--------------------------------------------------------------
Harken Energy Corporation (Amex: HEC) announced its financial
results for the three months and nine months ended September 30,
2002.

The Company recorded at the end of the September quarter a net
loss of approximately $5 million on total revenues of close to
$20 million. Earnings before interest, taxes, depreciation and
amortization (EBITDA) tops at $5.5 million.

Also at September 30, 2002, the Company's balance sheet shows
that total current liabilities exceeded total current assets by
about $33.5 million.

Harken's negative working capital at September 30, 2002 reflects
approximately $33.1 million of Harken's outstanding convertible
notes that are due in May 2003 and therefore are classified as
current liabilities at September 30, 2002. These obligations
were reported as long-term liabilities as of December 31, 2001,
and did not reduce working capital at that date. Because of the
reclassification of these convertible notes at September 30,
2002, Harken required and received a waiver of the current ratio
covenant for the Bank One credit facility for the quarter ended
September 30, 2002. Due to the August 2003 maturity of the Bank
One credit facility, the balance of the Bank One facility has
also been reflected as a current liability as of September 30,
2002.

Harken's domestic operations during the nine months ended
September 30, 2002 reflect the decrease in crude oil and natural
gas prices compared to the same period in the prior year. In
addition, domestic revenues declined due to reduced production
volumes during the first nine months of 2002, due to sales of
domestic producing properties during 2001 and 2002. This decline
was partially mitigated by the acquisition of the Republic
Properties in April 2002.

Harken's Middle American operations, as conducted through its
subsidiary, Global Energy Development PLC (AIM: "GED"), also
reflect reduced crude oil prices during the first nine months of
2002 compared to the prior year period. Global's net cash flows
for the first nine months of 2002 have improved, due to
increased production rates, reductions in operating expenses
related to its Colombia producing fields and through continuing
efforts to reduce operating and administrative costs.

Mikel D. Faulkner, Harken's Chairman, stated, "During the third
quarter of 2002, Harken accomplished several transactions
involving the repurchase, redemption and restructuring of
certain of its 5% Convertible Notes due in 2003. [Thurs]day, the
remaining balance of such notes is approximately $34.7 million,
compared to the original $97 million of such notes, and Harken
is pursuing additional financing and other transactions to
enable the Company to further reduce its debt obligations. The
Company's domestic and international operations for the first
nine months of 2002 remain steady, but reflect lower commodity
prices compared to the prior year as well as reduced production
volumes due to the sales of producing properties during the past
two years. Still, the Company's EBITDA for the third quarter of
approximately $1.9 million reflects the Company's efforts to
reduce operating and administrative expenses during this past
year."

Based in Houston, Texas, Harken Energy Corporation is an oil and
gas exploration and production company whose corporate strategy
calls for concentrating its resources on acquisition and
development of domestic properties in the Gulf Coast regions of
Texas and Louisiana.


HOUSE2HOME: Can Solicit Votes on Chapter 11 Plan until March 18
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Central District
of California, House2Home, Inc., obtained an extension, through
March 18, 2003, of its exclusive period during which to solicit
acceptances of its chapter 11 Plan from creditors.

The Debtors argued that an extension of their Exclusive
Solicitation Period, pursuant to 11 U.S.C. Sec. 1121, is
appropriate to allow them an opportunity to solicit and obtain
acceptances of the Plan by the impaired classes without the
prospect and distraction of any competing plan.  With this
extension, the Debtors believe that they will have an
opportunity to further enhance the value of their estates.

House2Home, Inc., stores offer an expansive selection of
specialty home decor merchandise across four broad product
categories -- outdoor living, indoor living, home decor and
accessories, and seasonal goods.  The Company filed for chapter
11 protection on November 7, 2001.  Oscar Garza, Esq., at
Gibson, Dunn & Crutcher represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $181,244,162 in assets and
$192,961,553 in liabilities.


IN STORE MEDIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: In Store Media Systems, Inc.
        15423 E. Batavia Drive
        Aurora, CO 80011-4607

Bankruptcy Case No.: 02-28289

Type of Business: In Store Media Systems, specializes in retail
                  grocery coupon distribution and coupon
                  processing technologies, associated data
                  management and data marketing services.

Chapter 11 Petition Date: November 11, 2002

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th Street
                  Suite 240
                  Denver, CO 80202
                  Tel: 303-572-1010

Total Assets: $613,162 (as of June 30, 2002)

Total Debts: $1,630,954 (as of June 30, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Unisys Corp.                                          $498,406
41100 Plymouth Road
Plymouth, MI 48170-1856

Breacher, Randy                                       $110,000

TKI Consulting                                        $108,442

Pillsbury Winthrop, LLP                                $91,193

Al Credit Corp.                                        $55,941

ArchStreet Design                                      $51,751

Regency Financial, LLC                                 $40,000

Robin Martinez Consulting                              $33,354

McCreary, Jamie                                        $33,333

Kutak Rock LLP                                         $28,749

Schiueter & Associates                                 $28,324

TimeOut Devices, Inc.                                  $20,000

Computer Task Group, Inc.                              $18,800

Sheridan Rose & Mcintosh                               $17,249

Dell Computers                                         $18,450

Causey Derngen & Moore, Inc.                           $13,377

G.E.S. Associates                                       $9,600

Redemption Processing                                   $7,249


INFINIUM SOFTWARE: Plans December Special Shareholders' Meeting
---------------------------------------------------------------
Infinium Software, Inc. will hold a special meeting of
stockholders on December [  ], 2002, (exact date yet to be
announced) at 9:00 a.m., local time, at the offices of Hale and
Dorr LLP, 60 State Street, Boston, Massachusetts 02109. At this
special meeting, Infinium will ask shareholders to consider and
vote upon the following proposals:

          1.  Approval of the agreement and plan of merger,
     dated October 28, 2002, between Infinium, SSA Global
     Technologies, Inc. and Samurai Merger Subsidiary, Inc., a
     wholly-owned subsidiary of SSA, and the merger of Samurai
     Merger Sub with and into Infinium, with Infinium as the
     surviving corporation and with each outstanding share of
     Infinium common stock being converted into the right to
     receive a cash payment of $7.00 per share; and

          2.  The transaction of such other business as may
     properly come before the special meeting or any adjournment
     or adjournments thereof.

November 18, 2002 is the record date for the special meeting.
Only stockholders of record at the close of business on November
18, 2002 are entitled to notice of, and to vote at, the special
meeting or at adjournments of the meeting.

As at June 30, 2002, Infinium Software's balance sheet shows a
total working capital deficit of about $9 million and a total
shareholders equity deficit of about $2 million.


J.L. HALSEY: Board of Directors Terminates Plan of Restructuring
----------------------------------------------------------------
J. L. Halsey Corporation (OTC Bulletin Board:JLHY; formerly
NAHC, Inc.,) announced that the Board of Directors has
terminated the Plan of Restructuring, adopted by the
stockholders in 1999, and therefore there will be no liquidation
of the Company.

Recent settlements and dismissals of certain claims against the
Company, as well as the recent receipt of a large tax litigation
settlement from the U.S. Government, have significantly enhanced
the outlook for the Company. Accordingly, the Board believes it
to be in the best interests of the Company and its stockholders
to abandon the Plan and not liquidate. For this reason, the
Board of Directors exercised its discretionary authority and
terminated the Plan as of November 14, 2002.

While the Company works to resolve the remaining pending
litigation and explores potential acquisition options, the Board
has determined that it is in the best interests of the Company
to try to earn a higher return on the Company's assets than can
be earned in "cash investments." Accordingly, the Board may
determine to register the Company as an investment company
pursuant to the Investment Company Act of 1940 for one or more
years so that the Company may invest in securities with the
potential for greater return.

The Company also announced the retirement of two of its founding
directors, John H. Foster, and Timothy E. Foster. John Foster
began the Company in 1984 and has served as its Chairman until
his retirement. He was Chief Executive Officer from 1984 until
1997. Tim Foster joined the board in 1984 and was the Company's
Chief Executive Officer from 1997 until 2000. The Company
extends its appreciation to John and Tim for their years of
service to the Company.

The Company is pleased to announce the addition of a new Board
member, Richard Blair.  Mr. Blair is a founder and the president
of Freimark, Blair & Co., a registered broker/dealer.  Mr. Blair
has more than 40 years experience in the broker/dealer business.

The Company is also pleased to announce the appointment of
William T. Comfort III as Chairman of the Board. Mr. Comfort has
been a director of the Company since May 2002. Mr. Comfort is an
investor. From February 1995 until December 2000, he was a
private equity investor with CVC Capital Partners, a leading
private equity firm based in London, England. He now serves as a
consultant to Citicorp Venture Capital. Mr. Comfort has served
as a member of numerous boards of directors for public and
private companies, including service as a representative of
Citicorp Venture Capital and/or CVC Capital Partners.

Lastly, J. L. Halsey announced the filing of its Form 10-Q for
the quarter ended September 30, 2002, with the Securities and
Exchange Commission. For the three months ended September 30,
2002, the Company reported net income of $1,331,000 compared to
a loss of $651,000 for the same period in 2001. The net income
for the three months ended September 30, 2002 was primarily due
to the release of reserves no longer necessary as a result of
the affirmation of the dismissal of the Brady lawsuit by the US
Court of appeals and adjustments to reserves for workers'
compensation and professional liability claims.

At September 30, 2002, the Company reported total stockholders
equity of $24,445,000 compared to $23,114,000 as of June 30,
2002.

                           *     *     *

                    Going Concern Uncertainty

In its Form 10-Q for the quarter ended September 30, 2002, filed
with the Securities and Exchange Commission on November 14,
2002, the Company reported:

"The Company has disposed of all its operating segments. The
Company's remaining activities consist of managing the legal
proceedings against the Company, attempting to realize its
assets, general administrative matters and preparing for the
Company's future course of action. The accompanying consolidated
financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The environment confronting the Company raises very substantial
doubt about the Company's ability to continue as a going
concern. The principal conditions giving rise to that
uncertainty include the following:

             The Amount Of Net Assets, If Any, Available
                For Investment Is Extremely Uncertain

"The Company's assets consist primarily of cash, income tax
receivables, escrows subject to future insurance claims and
accounts and notes receivables remaining from discontinued
operations. The Company has established significant reserves
against the accounts and notes receivable from discontinued
operations, however, all amounts owed are either subject to
litigation or are owed by companies with unknown financial
resources and may ultimately be uncollectible. Because the
ultimate value of the Company's non-cash assets are subject to
unknown outcomes, there is no certainty that these amounts will
ever be collected by the Company. Furthermore, the Company is a
defendant in multiple significant litigation matters. The
outcome of these matters is not possible to predict and the
current reserves include only estimates of potential settlements
of certain material lawsuits, but do not include estimates of an
adverse ruling or judgment against the Company. If the Company
suffers an adverse ruling or judgment in these cases, it will
have a material adverse effect on the Company. It is possible
that a judgment could be so large that the Company may have
little or no assets. Until these legal proceedings are settled
or concluded, the Company will not know the exact amount of
assets that will be available for re-deployment. The Company is
continuing its efforts to realize its remaining assets and to
resolve its outstanding liabilities.

       Cash Flow May Be Insufficient To Satisfy Obligations

"The Company's cash position will vary based on the timing and
amount of expected cash inflows and outflows. Expected cash
inflows primarily consist of collections from certain escrows,
tax refunds and accounts and notes receivable from discontinued
operations. The collection of accounts receivables from
discontinued operations is dependent upon the successful
litigation of claims to enforce those receivables. Cash outflows
are principally related to legal proceedings and claims against
the Company and general and administrative expenses. The outcome
of litigation and arbitration proceedings is extremely
uncertain. Due to the uncertainty of the amount and timing with
regard to cash flows, there can be no assurance that the Company
will have sufficient cash flow in the future to satisfy a large
judgment against the company in the event the Company loses in
certain of the material lawsuits against the Company. Under
those circumstances, the Company may seek short-term financing,
negotiate lower settlement amounts with regard to its
obligations or seek protection under the bankruptcy laws."


KAISER ALUMINUM: CEO Outlines Strategic Vision for Emergence
------------------------------------------------------------
In remarks delivered at the National Association of Aluminum
Distributors annual meeting in Scottsdale, Ariz., Kaiser
Aluminum President and Chief Executive Officer Jack A. Hockema
outlined the company's strategic vision for emergence from
Chapter 11 as: -- A standalone going concern with manageable
leverage, financial flexibility, improved cost structure, and
competitive strength; -- A company positioned to execute its
long-standing vision of market leadership and growth in
fabricated products, specifically with a financial structure
that enables access to capital markets for accretive,
complementary acquisitions; -- A company that delivers a broad
product offering and leadership in service and quality for its
customers and distributors; -- A company with a presence in key
commodities markets that have the potential to generate
significant cash at steady-state metal prices.

Hockema indicated that the company's advisors have developed a
preliminary timeline that could enable the company to emerge
from Chapter 11 in 2004, although he emphasized that the
company's management "continues to push very hard for an
aggressive pace" in advancing the process.

Hockema noted that the company has maintained strong liquidity
-- of about $250 million -- aided to a modest degree by the sale
of non-operating and non-strategic assets. He also said Kaiser
continues to invest in efficiency, quality and growth
initiatives -- and continues to make progress in cost
performance. Specifically, he said the company has targeted a
$125 million annualized improvement to be achieved in 2004 as
compared to 2001.

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


KAISER: Introduces New Product Line of Engineered Products
----------------------------------------------------------
Kaiser Aluminum has introduced Precision Rod(TM), the first
product in its newly launched Kaiser Select(TM) product line.
Kaiser Select is a family of engineered products featuring
enhanced technical properties and competitive pricing for
today's demanding market.

Targeted for high-speed and automatic screw machine
applications, Precision Rod is the first of a new line of
extruded screw machine products. It is based on an enhanced 6061
alloy that provides superior lot-to-lot and piece-to-piece
consistency in diameters of up to three inches.

"In customer trials, Precision Rod out-performed other extruded
rod products - including our own previous product offering --
relative to improved chip characteristics, surface quality,
machinability, and tool life," said Chris Boland, Kaiser
Aluminum's Vice President of Marketing for Distribution and
Aerospace.

Precision Rod was developed by Kaiser's advanced engineering
product group with significant input from Kaiser's customers.
Precision Rod is part of Kaiser's broader effort to bring to
market a family of high-performance products. It is based on
improved manufacturing controls associated with lean sigma
processing technology and on extensive metallurgical work to
enhance alloy performance.

"Precision Rod is the first of several products we're developing
as part of the company's ongoing effort to anticipate and
respond to the needs of all of our customers," said Boland.
"Kaiser has been a key supplier of screw machine stock for
years. We know this market very well. We listened to customers,
identified the need, and responded with an excellent product
that we expect our customers to be able to quickly confirm meets
or exceeds their requirements. This is just one of the ways in
which we are striving to earn and retain preferred supplier
status."

Precision Rod is available for immediate order through Kaiser
sales representatives. Additional information about Kaiser
Select is also provided in the Engineered Products section of
the company's Web site at http://www.kaiseral.com.

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

Kaiser Select and Precision Rod are trademarks of Kaiser
Aluminum & Chemical Corporation.

Through subsidiary Kaiser Aluminum & Chemical Corporation, the
company operates two wholly-owned and two partially-owned
aluminum smelting facilties. Kaiser filed for Chapter 11
bankruptcy protection on February 12, 2002 at the U.S.
Bankruptcy Court for the District of Delaware. Daniel J.
DeFranceschi, Esq., John Henry Knight, Esq., Patrick Michael
Leathem, Esq., Paul Noble Heath, Esq., at Richards, Layton &
Finger, P.A. and Corinne Ball, Esq., at James, Day, Reaves &
Pogues.

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading between 10 and 13. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


KEY3MEDIA GROUP: Covenant Violation Under Bank Facility Likely
--------------------------------------------------------------
Key3Media Group, Inc., (OTCBB: KMED) the world's leading
producer of information technology tradeshows and conferences,
announced financial results for its third quarter and nine
months ended September 30, 2002.

The Company's results for both periods continue to be adversely
affected by the continuing difficulties being experienced in the
IT industry and the economy in general.

               Third Quarter 2002 Financial Results

Revenues for the third quarter of 2002 were $38.4 million,
compared to revenues of $51.5 million in the third quarter of
2001. EBITDA (earnings before interest, taxes, depreciation and
amortization) was a loss of $299.3 million in the third quarter
of 2002, compared to a profit of $14.1 million in the third
quarter of 2001. After adjustments to exclude non-cash stock-
based compensation charges and staff-reduction severance charges
in both periods and the reduction of goodwill and other
intangibles charge recorded in the third quarter of 2002 as
discussed below, adjusted EBITDA would have been $2.0 million in
2002 compared to $7.4 million in the same quarter of 2001.

During the third quarter of 2002, the Company recorded a non-
cash charge of $300.0 million to further reduce the carrying
value of goodwill and other intangibles related to its portfolio
of reporting units to their estimated fair value. This current
reduction in value is in addition to the $344.6 million charge
recorded in the first quarter of 2002 upon adoption by the
Company of SFAS No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142") and recognizes the sustained economic downturns
experienced in the information technology and networking
industries serviced by the Company as shown by the significant
decline in the results of operations of the Company.

As a result, the Company reported an operating loss of $303.6
million for the third quarter of 2002 compared to operating
income of $3.8 million for the third quarter of 2001. The
Company reported a net loss of $315.7 million in the third
quarter of 2002 compared to a net loss of $3.7 million in the
third quarter of 2001.

The third quarters of 2002 and 2001 are not directly comparable
because (i) the third quarter of 2001 included the results from
NetWorld+Interop Paris, which will be held in the fourth quarter
of 2002, (ii) the third quarter of 2002 included the results
from NetWorld+Interop Tokyo, which was held in the second
quarter of 2001 and (iii) the company made several acquisitions
in the last month of the third quarter of 2001 and in early 2002
(pulver.com's two major brands, Voice on the Net Conferences and
Session Initiation Protocol Summits; significant assets of BCR
Enterprises and assets comprising Next Generation Networks and
Next Generation Ventures; and ExpoNova Events & Exhibitions).

After adjusting the results for the third quarter of 2002 to
exclude the results of NetWorld+Interop Tokyo and the
contributions from the acquisitions described above, and after
adjusting the results for the third quarter of 2001 to exclude
the results of NetWorld+Interop Paris and such acquisitions,
revenues for the third quarter of 2002 would have been $25.6
million, compared to revenues of $40.6 million in the third
quarter of 2001. After making the same adjustments and further
adjusting to exclude non-cash stock-based compensation charges
and staff-reduction severance charges in both periods and the
reduction of goodwill and other intangibles charge recorded in
the third quarter of 2002, adjusted EBITDA would have been a
loss of $2.7 million in the third quarter of 2002, compared to
adjusted EBITDA of $1.6 million in the third quarter of 2001.

As the result of continued cost-reduction and expense-control
programs, Key3Media's costs were $5.1 million less in the third
quarter of 2002 (excluding the effect of acquisitions) compared
to the third quarter of 2001.

                       Nine-Month Results

For the nine months ended September 30, 2002, revenues were
$111.6 million compared to revenues of $175.2 million in the
year-ago period. EBITDA was a loss of $299.6 million in the 2002
nine-month period, compared to an EBITDA profit of $46.0 million
in the 2001 period. After adjustments to exclude non-cash stock-
based compensation charges and staff-reduction severance charges
in both periods and the reduction of goodwill and other
intangibles charge recorded in the third quarter of 2002,
adjusted EBITDA was $3.3 million in the nine-month period of
2002 compared to $44.5 million in 2001.

As mentioned above, pursuant to SFAS 142, the Company recorded a
non-cash charge in the first quarter of 2002 of $344.6 million,
and an additional non-cash charge of $300.0 million in the third
quarter of 2002. Under SFAS 142, the first quarter charge is
taken into account in determining net income but not operating
income, while the third quarter charge is taken into account for
determining both. After taking these charges into account on
that basis, the Company reported an operating loss of $315.6
million in the 2002 nine-month period compared to operating
income of $10.3 million in the 2001 period, and the Company
reported a net loss of $686.2 million in the 2002 nine-month
period compared to a net loss of $20.2 million in the 2001
period (including an extraordinary loss of retirement of debt of
$9.3 million, net of a $3.2 million tax benefit).

The nine-month periods of 2002 and 2001 are not directly
comparable because NetWorld+Interop Paris was held in the third
quarter of 2001 but will be held in the fourth quarter of 2002.
In addition, the nine-month period ended September 30, 2002
included the results from the acquisitions referred to above
which were made in the last month of the third quarter of 2001
and in early 2002. After adjusting the results for both periods
to exclude the contributions from these acquisitions and
adjusting the results for the first nine months of 2001 to
exclude the results of the NetWorld+Interop Paris show, revenues
for the nine months ended September 30, 2002 would have been
$99.5 million, compared to revenues of $164.0 million in the
year-ago period. After making the same adjustments and further
adjusting to exclude non-cash stock-based compensation charges
and staff-reduction severance charges in both periods and the
reduction of goodwill and other intangibles charge recorded in
the third quarter of 2002, adjusted EBITDA would have been $1.9
million in the 2002 nine-month period, compared to adjusted
EBITDA of $38.1 million in the 2001 period.

As the result of continued cost-reduction and expense-control
programs, Key3Media's costs were $16.1 million less in the nine
months ended September 30, 2002 (excluding the effect of
acquisitions) compared to same period in 2001.

                       Recent Developments

On July 28, 2002, the Company announced that it was undertaking
a strategic review of its operations in response to the
sustained economic downturns being experienced in the
information technology, networking and trade show industries.
The review initially focused on the Company's operations in
light of the recent trend toward reduced market demand with a
view to modifying its operating structure as necessary to
compete in the current operating environment. The Company
engaged financial and legal advisors to assist it in the
evaluation of options available to the Company. During the
course of this review, when the Company announced its results
for the second quarter of 2002, it disclosed that it believed it
was likely that it would not be in compliance with the financial
covenants contained in its senior bank credit facility for the
quarters ending September 30, and December 31, 2002 and that it
was commencing discussions on this matter with its banks. On
September 18, 2002, Key3Media announced that it was reducing and
consolidating its event schedule for 2003 and closing its
regional office in Needham, Massachusetts.

Notwithstanding this prior disclosure, the Company was in
compliance with the financial covenants in its senior credit
facility for the quarter ended September 30, 2002, primarily due
to the inclusion in operating results of insurance proceeds for
claims arising from losses incurred as a result of the events of
September 11, 2001, the reversal of previously recorded accruals
for production costs at the Company's COMDEX/Fall 2001 tradeshow
which were in excess of the production costs actually incurred
at that tradeshow and, to a lesser extent, continuing benefits
from the cost reduction and expense control programs which the
Company initiated in 2001. However, because of the continuing
difficulties being experienced in the industries it serves, the
Company continues to believe that it will not be in compliance
with these financial covenants for the quarter ended December
31, 2002. The Company is currently negotiating with the lenders
under its senior bank credit facility seeking to obtain waivers
of certain non-financial technical covenant defaults that
currently exist and other modifications to the credit facility.
In addition, there is substantial risk that the Company will be
unable to pay the interest payment on its senior subordinated
notes due on December 16, 2002, and it is in the early stages of
discussing this development with some of the larger holders of
these notes.

As a result of the review and developments described above,
Key3Media's board of directors has decided the Company cannot
continue to operate its businesses in the near term under its
existing capital structure and that it would be in the best
long-term interests of the holders of the Company's shares and
debt obligations to explore a possible restructuring (with or
without additional capital), sale, business combination and/or
other reorganization transaction which, if consummated, could
result in a change of control of the Company. Therefore,
Key3Media intends to commence a structured process through its
financial advisor Houlihan Lokey Howard & Zunkin to explore
these alternatives shortly after its COMDEX/Fall tradeshow
event, which will be held from November 18 through November 22,
2002. As part of, or after, this process, the Company might make
a filing under Chapter 11 of the U.S. Bankruptcy Code.
Key3Media's board believes this process represents the best
alternative in these difficult times for preserving the value of
its brands and businesses for its stakeholders and maintaining
continuity of services to its exhibitor and attendee clients.

Until it has completed the process described above, the Company
does not believe it would be appropriate to comment on its
future plans.

DebtTraders reports that Key3Media Group Inc.'s 11.250% bonds
due 2011 (KME11USR1) are trading between 10 and 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1
for real-time bond pricing.


KMART: Court Dismisses Suntrust's Motion to Allow $4.7MM Setoff
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
approval of a Stipulated Order dismissing SunTrust Bank's motion
without prejudice.

The parties stipulate that:

A. In conformance with the Court's rulings with regard to other
   motions of creditors to offset prepetition debts, SunTrust's
   Motion is dismissed without prejudice to SunTrust's filing at
   any time in these cases a renewed motion for relief from stay
   to offset prepetition amounts owed;

B. No inference adverse to SunTrust or to any renewed motion
   filed by SunTrust for relief from stay to offset prepetition
   amounts owed will be taken from the dismissal of the SunTrust
   Motion; and


C. Any renewed motion filed by SunTrust for relief from stay to
   offset prepetition amounts owed will be deemed to have been
   filed as of the date of filing of the first SunTrust Motion
   for all purposes concerning the timeliness of SunTrust's
   pursuit of its setoff rights. (Kmart Bankruptcy News, Issue
   No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVEL 8 SYSTEMS: Names Bruce Hasenyager as New Board Member
-----------------------------------------------------------
Level 8 Systems, Inc. (Nasdaq: LVEL), a global provider of high
performance eBusiness integration software, announced a new
member of the board of directors, enhancing its strategic
insight, direction and leadership, as Level 8 focuses on the
next stage of growth for its flagship products and services. The
new board member, Bruce Hasenyager, has held senior management
positions at some of the leading companies in Level 8's target
markets, including Citibank, Kidder Peabody (now PaineWebber),
Chemical Bank (now Chase), Merrill Lynch, and Booz Allen
Hamilton.

Announcing the appointments, Tony Pizi, Chairman and CEO of
Level 8 Systems, Inc., said " The substantial business and
technology experience represented by Bruce Hasenyager's
membership on our distinguished board of directors will help us
capitalize on new opportunities in our core markets. Level 8,
its shareholders and valued customers will each benefit from his
experience and leadership."

                      New Board Member

Bruce Hasenyager is a senior Information Technology executive,
now serving the Linda & Mitch Hart eCenter at Southern Methodist
University as Director of Business and Technology Development.
The Hart eCenter at SMU was established in December 2000 through
a generous gift from the Hart family, supplemented with a major
gift of equipment from Nortel Networks. The Hart eCenter is a
university-wide, multidisciplinary initiative that seeks to
facilitate society's adoption of useful interactivity and
networking technologies. Located in Dallas, Texas, a leading
business and technology metropolitan area, the eCenter leverages
the area's resources and combines them with the best of academia
to provide thought leadership and transformational change.

Mr. Hasenyager's career spans several industries of importance
to Level 8: from Booz Allen Hamilton, where he became the
youngest full associate in the company's history. He was VP,
Telecommunications at Citibank; partner and Director of
Information Systems at Kidder Peabody; First Vice President and
Director of Corporate MIS at Merrill Lynch, and Senior VP for
Corporate Systems at Chemical Bank (now Chase). He became SVP
and Chief Technology Officer at AIM Management Group in 1994. In
1997, Bruce came to Dallas as a founder of MobileStar Network
Corporation. MobileStar was a telecommunications startup
providing public wireless broadband Internet services in
airports, hotels, convention centers, and coffee shops. In 2001
the MobileStar Network was acquired by T-Mobile USA and became
known as T-Mobile Hotspot, enabling Bruce to take his current
position with the Hart eCenter at SMU.

A published author, his 1996 book, Managing the Information
Ecology (Quorum Books, Greenwood Publishing), is a collaborative
approach to IT management, establishing theoretical and
practical insights on the use of partnerships and teams of
business and technology experts to put the best technologies to
work for the business. He was the subject of the Harvard
Business School's Chemical Bank Case Study, and has lectured on
IT executive management at Harvard Business School, University
of Houston, University of Texas, Baylor University and SMU.

Level 8 Systems, Inc., (Nasdaq: LVEL) is a global provider of
high-performance, application integration software solutions -
enabling organizations to extend the life, flexibility and
operational effectiveness of their mission critical IT
investments. The company's flagship solution, Cicero,
substantially improves IT portfolio ROI and rapidly maximizes
the business value of complex systems in use throughout the
enterprise. Level 8 Systems, Inc. is enabling a growing number
of Fortune 500 clients in diverse industries, including
financial services, healthcare, energy, telecommunications,
utilities, travel and entertainment, government, manufacturing
and retail, to become more productive and efficient. Using the
category-defying Cicero technology to integrate diverse business
application portfolios, Level 8's clients are successfully
aligning IT with business processes, faster and less
expensively. For more information about Level 8, visit
http://www.level8.com

Level 8 Systems' June 30, 2002 balance sheet shows a total
working capital deficit of about $7 million.


LEVEL 8 SYSTEMS: Board Amends Proposed Reverse Stock Split
----------------------------------------------------------
Level 8 Systems, Inc., (Nasdaq: LVEL) -- with a working capital
deficit of about $7 million at June 30, 2002 -- announced that
its Board of Directors has amended the range of its proposed
reverse stock split to reflect any whole number ratio between 1-
for-4 and 1-for-12. Last week the Board had approved a higher
recommended range and after discussion, felt that the current
range of 1-for-4 and 1-for-12 better suited the needs of the
Company and its stockholders. The Company will also continue to
seek stockholder approval for a reduction in the authorized
capital stock of the Company from 50 million to 25 million,
consisting of 20 million authorized shares of common stock and 5
million authorized shares of preferred stock at the Annual
Meeting of Stockholders scheduled for December 20, 2002.

Following stockholder approval, the Board of Directors will
effect the reverse stock split, at its discretion, by selecting
one of the whole number ratios between 1-for-4 and 1-for-12 and
filing an amendment to the Company's Certificate of
Incorporation with the State of Delaware. The Board of Directors
has set November 20, 2002 as the record date for determination
of the stockholders entitled to vote at the Annual Meeting of
Stockholders.

Level 8 will file a preliminary proxy statement regarding the
reverse stock split proposal and other proposals for its Annual
Meeting of Stockholders, and it intends to mail a definitive
proxy statement to its stockholders regarding such proposals.
Investors and stockholders are urged to read the definitive
proxy statement when it becomes available because it will
contain important information about the Company and the reverse
stock split proposal. Investors and stockholders may obtain a
free copy of the definitive proxy statement (when it is
available) and all of Level 8's annual, quarterly and special
reports at the SEC's Web site at http://www.sec.gov A free copy
of the definitive proxy statement, when filed, and all of Level
8's annual, quarterly and special reports may also be obtained
from the Company. Level 8 and its executive officers and
directors may be deemed to be participants in the solicitation
of proxies from the Company's stockholders in favor of the
reverse stock split proposal. Information regarding the security
ownership and other interests of the Company's executive
officers and directors will be included in the definitive proxy
statement.

Level 8 Systems, Inc., is a global provider of high-performance
application integration software solutions that enable companies
to extend the life, flexibility and operational effectiveness of
their mission critical IT investments, substantially improve IT
portfolio ROI, and more efficiently maximize the value of
complex business systems in use throughout the enterprise. Level
8's breakthrough technologies, products, and services assist
leading companies in such diverse industries as financial
services, government, energy, telecommunications, utilities,
transportation, manufacturing, travel and hospitality. For more
information about Level 8 Systems, visit http://www.level8.com


LOGAN GENERAL: Lifepoint to Acquire Assets for $87.5MM + Debts
--------------------------------------------------------------
LifePoint Hospitals, Inc., (NASDAQ:LPNT) has been selected to
acquire Logan, West Virginia-based Logan General Hospital and
its affiliated entities. The unanimous decision of the
hospital's Board of Directors was confirmed by the United States
Bankruptcy Court in Charleston, West Virginia, last evening.
Accredited by the Joint Commission on Accreditation of
Healthcare Organizations, Logan General Hospital is a 132-bed
facility serving Logan and surrounding communities. The
anticipated purchase price of approximately $87.5 million
includes working capital. LifePoint also agreed to assume
certain liabilities, including paid time-off obligations and
other benefits promised to employees of the hospital. Closing of
the acquisition is expected later this month.

Kenneth C. Donahey, chairman and chief executive officer of
LifePoint Hospitals, said, "We are excited about the addition of
this facility and affiliated entities in West Virginia to our
growing number of hospitals. We commend the hospital Board, its
employees, physicians and the local community for their
continued support of and commitment to Logan General Hospital
and its affiliated entities. We look forward to becoming a
member of this community and to continuing the provision of
essential healthcare services to the people of Logan and
southern West Virginia. This facility will enhance our long-term
operating strategy of delivering high-quality healthcare to the
communities we serve."

LifePoint Hospitals, Inc., operates 24 hospitals in non-urban
areas. In most cases, the LifePoint facility is the only
hospital in its community. LifePoint's non-urban operating
strategy offers continued operational improvement by focusing on
its five core values: delivering high quality patient care,
supporting physicians, creating excellent workplaces for its
employees, providing community value, and ensuring fiscal
responsibility. Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with over 7,000 employees.


MIRAVANT MEDICAL: Narrows Net Capital Deficit to $7.5 Million
-------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPoint(TM) photodynamic
therapy, announced consolidated financial results for the third
quarter ended September 30, 2002. Revenues and interest and
other income for the third quarter decreased to $29,000 from
$783,000 for the same period in 2001. The net loss for the
quarter was $3.9 million, compared to a net loss of $4.9 million
for the same period last year. As of September 30, 2002 the
company had cash and cash equivalents of $2.0 million.

The Company's September 30, 2002 balance sheet shows a working
capital deficit of about $4 million and a total shareholders'
equity deficit of about $7.5 million.

On July 12, 2002, Miravant's common stock began trading on the
OTC Bulletin Board (OTCBB), effective with its delisting from
the Nasdaq National Market. On August 28th, 2002, the company
completed a round of new financing consisting of the sale of
$2.5 million of unregistered shares of common stock and
warrants.

Gary S. Kledzik, Ph.D., chairman and chief executive officer,
said, "In regard to Miravant's cash position, our plan is to
raise operating capital incrementally while we continue
discussions with potential corporate partners in ophthalmology
and other specialties. During the third quarter, we were pleased
to announce encouraging clinical results of PhotoPoint SnET2 for
the treatment of macular degeneration, after an in-depth
analysis of phase III clinical data. The results show that
PhotoPoint performed well in select populations of patients,
stabilizing or improving vision. These findings are important to
Miravant's future direction, and we are in the process of
discussing them with the FDA."

Dr. Kledzik added, "The work of our cardiovascular team with new
generation drugs is very exciting. Our scientific results
support PhotoPoint's use as a potential treatment for vulnerable
plaque (VP), probably the largest unmet opportunity in
cardiovascular medicine today. Cardiologists now recognize that
the majority of heart attacks are caused by rupture of this
highly unstable form of arterial plaque, generating intense
interest in VP prevention, detection and treatment."

                       Scientific Progress

On August 27, 2002, Miravant announced additional safety and
efficacy information for PhotoPoint SnET2 from the phase III
clinical trials for wet age-related macular degeneration, the
leading cause of blindness in older adults. While the drug did
not achieve the primary efficacy endpoint when all patients were
included in the top-line analysis, certain subsets of patients
demonstrated stabilized or improved visual acuity compared to
placebo at two years. These findings were supported by
angiography data that showed a marked reduction in lesion area
and leakage in treated patients compared to placebo-controls
throughout the two-year study. Safety observations were also
positive, supporting that the PhotoPoint treatments were well
tolerated.

Miravant's cardiovascular team moved forward, presenting
favorable preclinical results for PhotoPoint drugs in restenosis
and atherosclerosis/vulnerable plaque at Transcatheter
Cardiovascular Therapeutics, Washington D.C, a major
international conference held in September. Further results will
be presented in November at the American Heart Association,
Chicago.

In dermatology, Miravant continued to enroll patients in a phase
II clinical trial, treating plaque psoriasis patients with
topical drug PhotoPoint MV9411. The study is designed to
determine optimal drug and light dosimetry. Psoriasis is a
chronic skin condition with no known cure, in which the immune
system triggers accelerated growth of the epidermis, causing
inflamed, scaly skin plaques.

Miravant is also working in a rapidly growing area of cancer
therapeutics, targeting networks of blood vessels that support
the growth of all solid tumors. PhotoPoint drug MV6401 achieved
selective shutdown of tumor blood vessels and long-term tumor
growth delay in an orthotopic breast tumor model. The company's
oncology research was published as a cover article in the August
1st issue of Cancer Research, Miravant's second such cover
article in this prestigious publication this year.

Adding to Miravant's extensive intellectual property portfolio,
two new patents were issued during the third quarter. The first
is a composition of matter patent covering a series of compound
classes that have proven to be highly potent in advanced
preclinical models, including dermatology drug MV9411 and
oncology drug MV6401. The second is a very broad method patent
covering processes for large-scale production of photoreactive
compounds and their intermediates.

Miravant Medical Technologies, based in Santa Barbara, Calif.,
is a specialty pharmaceutical company focused on PhotoPoint
Photodynamic Therapy, a family of medical procedures based on
drugs that are activated by light. The company is committed to
the discovery and development of proprietary photoselective
drugs and innovative light devices for licensing to global
pharmaceutical and medical device companies. Miravant is
developing PhotoPoint PDT for serious diseases in ophthalmology,
dermatology, cardiovascular disease and oncology.


NEON COMMS: Delaware Court Confirms Plan of Reorganization
----------------------------------------------------------
NEON(R) Communications (NOPTQ.pk), a leading provider of
advanced optical networking solutions and services in the
northeast and mid-Atlantic markets, announced that the United
States Bankruptcy Court for the District of Delaware has
confirmed its Plan of Reorganization, which was overwhelmingly
approved by the Company's creditors.

NEON Communication's Chairman and CEO, Stephen Courter, said:
"The Court's confirmation of our Plan of Reorganization along
with support from our creditors are significant steps in NEON's
financial restructuring and set the stage for the Company's
emergence from Chapter 11 with a strong balance sheet and new
financing. I am grateful to all the parties that helped shape
the Plan, and I want to thank our loyal customers, vendors and
employees who maintained their commitment to NEON during the
restructuring process."

Under the Plan of Reorganization, NEON will have a new group of
owners and a new Board of Directors consisting of
representatives from its former major creditors, including
Northeast Utilities, which obtained an ownership position under
the Plan.

NEON Communications is a wholesale provider of high bandwidth,
advanced optical networking solutions and services to
communications carriers on intercity, regional and metro
networks in the twelve-state northeast and mid-Atlantic markets.


NEXTEL COMMS: Fitch Revises Outlook on Low-B Ratings to Stable
--------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Nextel
Communications Inc., to Stable from Negative. The Stable Rating
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'.

The Stable Rating Outlook reflects Fitch's view that favorable
financial trends will continue over Nextel's current rating
horizon based on the positive momentum created from the
accelerated improvement in operating performance, significant
reduction in debt and associated obligations and strong cost
containment despite a somewhat unfavorable climate within the
wireless industry and weak economic environment. Fitch believes
Nextel's operating performance, improvement to its capital
structure and remaining liquidity offsets existing credit risk
leaving a margin of safety consistent with a stable 'B+' rated
credit. Expectations are for Nextel to further strengthen credit
protection measures in 2003 to 4.0 times debt-to-(LTM) EBITDA or
less. The improving cash flows should lead to at least a free
cash flow neutral position for 2003. Nextel may also benefit
from further potential debt reduction.

Nextel's strong cost controls, stable ARPU and solid net
additions over the last three quarters have increased margins to
39% compared to 29% during the third quarter of 2001 driving
expected operating cash flow to at least $3.1 billion for 2002,
an increase of $1.2 billion from 2001. CCPU costs are down
approximately 13% year-over-year due to the outsourcing of
customer care and back office support costs along with cost
improvements associated with the new billing platform.
Additional improvement in costs of equipment sales with lower
priced handsets have contributed to stronger cash flows. These
cost enhancements and further scaling of operations can be seen
through the amount of revenue growth falling to EBITDA, which
has averaged 75% over the last two quarters. The strength in
ARPU is attributable to Nextel's differentiated push-to-talk
feature and high value business customers, which depend on
Nextel's ability to provide lifeline type services for their
operations.

In regards to improvement with Nextel's capital structure,
Nextel has retired $2.6 billion in face value of debt ($1.7
billion) and preferred securities ($900 million) using a
combination of cash ($690 million) and equity (144 million
shares), which has exceeded Fitch's expectations for debt
reduction. These transactions allow Nextel to avoid payments of
$4.4 billion in principal, interest and dividends over the life
of the securities or approximately $235 million in interest and
dividend savings annually. Management has indicated the company
would consider additional debt reduction in the future, as it
deems appropriate.

While Nextel has produced favorable operating results and
balance-sheet improvements over the last three quarters,
material credit risk remains, although reflective of a 'B'
rating level. Even though total potential cash interest payments
have been reduced, debt service obligations will still increase
by approximately $550 million during 2003 and another $140
million in 2004 absent any further debt reduction largely due to
certain securities becoming cash pay and bank amortizations in
2003. Nextel maintains sufficient liquidity through $2.4 billion
in cash and $1.5 billion availability on its bank facility.
Fitch believes Nextel should continue to concentrate on
improving its capital structure without materially impacting
liquidity to further improve its credit profile. Nextel has made
steady progress toward improving cash flow, but cash
requirements for 2002 are still expected to be material,
approaching $1 billion absent cash used for debt reduction.
Further cash flow improvement is expected in 2003 provided ARPU
remains stable allowing the company to potentially reach
positive free cash flow for the year. During the third quarter
of 2002, Nextel produced a modest positive free cash flow.

Other remaining potential challenges include competitive threats
to its push-to-talk offering, the FCC 800 MHz consensus proposal
and fundamentals within the wireless industry. While CDMA
competitors have indicated the ability to have a potential push-
to-talk offering in the marketplace during 2003, Fitch believes
any offering, if it actually occurs, would have second-rate
feature capabilities and competitors would have to emphasize
coverage and price to compensate for technical shortfalls.
Additionally, if an offering were successfully introduced, this
would have negligible impact in 2003 while potentially gaining
slight traction in 2004 among the fringe consumer customer
segment, which constitutes approximately 20% of Nextel's
customer base. As far as the consensus proposal, if an agreement
was reached for additional funding of relocation costs for
incumbent users and the FCC approved the plan, funding
requirements would be spread over a 4-5 year period with no
material costs in 2003, thereby lessening the credit risk
associated with this event.


OAKWOOD MANUFACTURED HOUSING: Fitch Takes Various Rating Actions
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Oakwood
Manufactured Housing Transactions:

Fitch Ratings downgrades 13 classes ($172.04 million), affirms 8
limited guarantee bonds ($87.59 million) and affirms 86 classes
($2.43 billion) of Oakwood Manufactured Housing Transactions.

The following classes have been downgraded:

                       Series 1996-A:

       --Class B-2 is downgraded to 'CCC' from 'BB'.

                       Series 1996-B:

       --Class B-2 is downgraded to 'CCC' from 'BB'.

                       Series 1996-C:

       --Class B-2 is downgraded to 'CCC' from 'BB'.

                       Series 1997-D:

       --Class B-1 is downgraded to 'BBB-' from 'BBB'.

                       Series 1998-B:

       --Class B-1 is downgraded to 'BBB-' from 'BBB'.

                       Series 1998-C:

       --Class B-2 is downgraded to 'CCC' from 'BB'.

                       Series 1999-A:

       --Class B-1 is downgraded to 'BB' from 'BBB'.

                       Series 1999-B:

       --Class B-1 is downgraded to 'BB' from 'BBB'.

                       Series 1999-C:

       --Class B-1 is downgraded to 'BB+' from 'BBB-'.

                       Series 1999-E:

       --Class B-1 is downgraded to 'BBB-' from 'BBB';

       --Class B-2 is downgraded to 'B-' from 'BB'.

                       Series 2000-A:

       --Class B-1 is downgraded to 'BBB-' from 'BBB'.

                       Series 2000-D:

       --Class B-2 is downgraded to 'B-' from 'BB'.

The rating actions reflect the deteriorating performance of the
manufactured housing pools as well as recent changes in
Oakwood's servicing practices, which have caused losses to
increase rapidly.

As part of its servicing operation, Oakwood had been offering a
Loan Assumption Program which was recently discontinued. This
program was generally offered to borrowers who were unable to
continue making payments on their loans. By finding other
borrowers to assume the monthly payments, Oakwood was able to
avoid repossessing the homes. Discontinuing this program has
caused a significant increase in defaults and repossession
inventory. Additionally, Oakwood has been liquidating a large
percentage of its repossessed inventory through wholesale
channels. Wholesale liquidations experience significantly higher
loss severities versus retail liquidations. As repossessions
have been being liquidated at high loss severity rates, losses
have increased dramatically over the last three months.

Additionally, beginning Oct. 15, 2002 Oakwood limited the number
of months it will advance on delinquent principal and interest
payments to only three months. This decision is due in part to
the extreme pressure on recovery rates in the industry. In
numerous cases, Oakwood has made advances that have become
unrecoverable since the net proceeds from liquidations has been
zero or less than zero, after all expenses which include
advances. Limiting the number of months of advancing by Oakwood
has the effect of reducing excess interest available to cover
losses for all loans 90 days or more delinquent.

Additionally, in the October remittance period, Oakwood
recovered all unrecoverable advances of principal and interest
previously made in excess of five months. This caused a
significant shortage of available cash to cover losses. As a
result, a number of transactions experienced a reduction in
credit enhancement.

8 Oakwood securities are enhanced by a limited guarantee from
Oakwood Homes Corp. On October 30, 2002, Fitch simultaneously
affirmed and withdrew the 'CCC' rating of OH. To date, the
ratings on these bonds were based upon a guarantee of principal
and interest payments from OH. However, these bonds are also
supported by monthly excess interest, which is sufficient to
maintain a 'CCC' rating. As a result, Fitch affirms the 'CCC'
rating on these limited guarantee bonds.

The affected classes are:

     --Series 1997-A, Class B-2.

     --Series 1997-B, Class B-2.

     --Series 1997-C, Class B-2.

     --Series 1997-D, Class B-2.

     --Series 1998-B, Class B-2.

     --Series 1999-A, Class B-2.

     --Series 1999-B, Class B-2.

     --Series 1999-C, Class B-2.

Additionally, as a result of sufficient credit enhancement, the
following transactions are affirmed:

     Series 1994-A:

          --Class A-2 at 'AAA';

          --Class A-3 at 'A+'.

     Series 1995-A:

          --Class A-3 at 'AAA';

          --Class A-4 at 'AA';

          --Class B-1 at 'BBB-'.

     Series 1995-B:

          --Class A-3 at 'AAA';

          --Class A-4 at 'AA';

          --Class B-1 at 'BBB-'.

     Series 1996-A:

          --Class A-3 at 'AAA';

          --Class A-4 at 'AA-';

          --Class B-1 at 'BBB'.

     Series 1996-B:

          --Classes A-4 and A-5 at 'AAA';

          --Class A-6 at 'AA-';

          --Class B-1 at 'BBB'.

     Series 1996-C:

          --Class A-5 at 'AAA';

          --Class A-6 at 'AA-';

          --Class B-1 at 'BBB'.

     Series 1997-A:

          --Class A-4 and A-5 at 'AAA';

          --Class A-6 at 'AA-';

          --Class B-1 'BBB'.

     Series 1997-B:

          --Class A-4 and A-5 at 'AAA';

          --Class M at 'AA';

          --Class B-1 at 'BBB'.

     Series 1997-C:

          --Class A-3 through A-6 at 'AAA';

          --Class M at 'AA';

          --Class B-1 at 'BBB'.

     Series 1997-D:

          --Class A-3 through A-5 at 'AAA';

          --Class M at 'AA'.

     Series 1998-B:

          --Class A-3 through A-5 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A'.

     Series 1998-C:

          --Class A-1 and A-1 ARM at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A-';

          --Class B-1 at 'BBB'.

     Series 1999-A:

          --Class A-2 through A-5 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A-'.

     Series 1999-B:

          --Class A-2 through A-4 at 'AAA';

          --Class M-1 at 'AA+';

          --Class M-2 at 'A'.

     Series 1999-C:

          --Class A-2 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A'.

     Series 1999-E:

          --Class A-1 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A'.

     Series 2000-A:

          --Class A-2 through A-5 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A'.

     Series 2000-B:

          --Class A-1 at 'AAA';

          --Class M at 'AA';

          --Class B-1 at 'BBB'.

     Series 2000-D:

          --Class A-1 through A-4 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A';

          --Class B-1 at 'BBB'.

     Series 2001-B:

          --Class A-1 through A-4 at 'AAA';

          --Class M-1 at 'AA';

          --Class M-2 at 'A';

          --Class B-1 at 'BBB'.

Fitch will continue to monitor the performance of the pools.
Fitch's focus will be on the level of repossession inventory as
well as Oakwood's efforts to minimize losses.


OM GROUP: S&P Keeps B+ Corp. Credit Rating on Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on metal-based specialty chemical and refined
metal products producer OM Group Inc., to 'B+' from 'BB-' based
on an expected diminished business profile following
management's announcement that it is exploring strategic
alternatives for its precious metals operations.

Standard & Poor's said that its ratings on OM Group remain on
CreditWatch with negative implications where they were placed
October 31, 2002. Cleveland, Ohio-based OM Group has about $1.2
billion of debt outstanding.

"While likely strategic alternatives will lead to a reduction of
the company's debt load, the outcome is expected to result in a
meaningful weakening of OM Group's business position, which has
benefited from a focus on value-added applications serving
highly diverse end markets", said Standard & Poor's credit
analyst, Wesley E. Chinn. "The precious metals businesses,
acquired less than 18 months ago, were the foundation for
Standard & Poor's earlier assessment of OM Group's business
profile and a key underpinning of the previous ratings."
Strategic alternatives include seeking a financial partner for
the precious metals businesses, which had sales of $3.35 billion
with operating profit of nearly $80 million for the nine months
ended September 30, 2002.

Standard & Poor's said that the ratings remain on CreditWatch
negative as a result of major uncertainties regarding OM Group's
near-term liquidity, its ability to accomplish the strategic
restructuring of its business mix in a timely manner, and its
obligations under current precious metal leases--especially if
these financing arrangements cannot be extended. All of these
risks are against the backdrop of difficult market conditions,
including low cobalt prices, which are hurting the company's
ability to make money refining cobalt.

Resolution of the CreditWatch will partly depend on the outcome
of the company's discussions with its banks to amend its credit
agreement because there is the likelihood for noncompliance with
debt covenants at December 31, 2002, resulting from expected
further deterioration of operating results in the fourth
quarter. A meeting with management is planned to discuss these
and other issues.


ON COMMAND: Fails to Satisfy Nasdaq Continued Listing Standards
---------------------------------------------------------------
On Command Corporation (Nasdaq: ONCO) has received notice of a
Nasdaq Staff Determination dated November 13, 2002, indicating
that the common stock of the Company is subject to delisting
from The Nasdaq National Market because the Company does not
meet the minimum net tangible assets or minimum stockholders'
equity requirement for continued listing, as set forth in Nasdaq
Marketplace Rule 4450(a)(3). The Company intends to file a
request for a hearing before a Nasdaq Listing Qualifications
Panel to review the Nasdaq Staff Determination. Under Nasdaq
rules, pending a decision by the Panel, the common stock of the
Company will continue to trade on The Nasdaq National Market.
There can be no assurance that the Panel will grant the
Company's request for continued listing. If the Panel does not
grant the Company's request, the Company's common stock will be
delisted from The Nasdaq National Market.

On Command Corporation -- http://www.oncommand.com-- is the
world's leading provider of in-room entertainment technology to
the lodging and cruise ship industries.

On Command entertainment services include: on-demand movies;
television Internet services using high-speed broadband
connectivity; television email; short form television features
covering drama, comedy, news and sports; PlayStation video
games; and music-on-demand services through Instant Media
Network, a majority-owned subsidiary of On Command Corporation
and the leading provider of digital on-demand music services to
the hotel industry. All On Command products are connected to
guest rooms and managed by leading edge video-on-demand
navigational controls and a state-of-the art guest user
interface system. The guest menu system can be customized by
hotel property to create a robust platform that services the
needs of On Command hotel partners and the traveling public. On
Command and its distribution network services more than
1,000,000 guest rooms, which touch more than 300 million guests
annually.

On Command's direct served hotel properties are located in
Argentina, Canada, Mexico, Spain, and the United States. On
Command distributors serve cruise ships operating under the
Royal Caribbean, Costa and Carnival flags. On Command hotel
properties include more than 100 of the most prestigious hotel
chains and operators in the lodging industry: Accor, Adam's Mark
Hotels & Resorts, Fairmont, Four Seasons, Hilton Hotels
Corporation, Hyatt, Loews, Marriott (Courtyard, Renaissance,
Fairfield Inn and Residence Inn), Radisson, Ramada, Six
Continents Hotels (Inter-Continental, Crowne Plaza and Holiday
Inn), Starwood Hotels & Resorts (Westin, Sheraton, W Hotels and
Four Points), and Wyndham Hotels & Resorts. On Command is listed
on the Nasdaq Stock Market under the symbol ONCO, and its
warrants are traded under the symbols ONCOW and ONCOZ.

On Command's September 30, 2002 balance sheet shows a working
capital deficit of about $10 million, and a total shareholders'
equity deficit of about $547,000.


PACIFIC GAS: Asks Court to Approve DWR Power Procurement Deals
--------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
enter into and extend certain power procurement contracts,
subject to specified conditions precedent to its financial and
legal obligations under the contracts to protect its estate from
any material financial or ratemaking risk.

In particular, PG&E wants to:

   (a) enter into contracts at its discretion on a joint basis
       with the California Department of Water Resources.

   (b) enter into contracts to purchase renewable energy; and

   (c) extend the term of certain qualifying facilities
       contracts.

With the exception of the extended QF contracts, the DWR
contracts would continue to be DWR's legal and financial
responsibility until PG&E regains its investment-grade credit
rating from both Standard and Poor's and Moody's Investors
Service.  PG&E would also be obligated under the joint contracts
with DWR only after the California Public Utilities Commission
has approved the contracts as reasonable for purposes of rate
recovery.

Julie B. Landau, Esq., at Howard, Rice, Nemerovski, Canady, Falk
& Rabkin, P.C., enumerates the events leading to the Debtor's
request:

  (i) Due to a number of prepetition events, including the
      downgrading of its credit ratings and resulting loss of
      its investment grade status, PG&E became unable to obtain
      wholesale power in early 2001.  As a result, in January
      2001, DWR was authorized to purchase power to maintain the
      continuity of supply to PG&E's retail customers and other
      investor owned utilities -- IOUs;

(ii) In February 2001, California Assembly Bill No. 1 of the
      first extraordinary session -- AB 1X -- was enacted into
      law.  The Bill:

      * authorized DWR to enter into contracts for the purchase
        of electric power;

      * required PG&E to deliver the power purchased by DWR over
        its distribution systems and act as a billing agent on
        DWR's behalf;

      * did not make PG&E legally or financially responsible for
        DWR's contracts; and

      * prohibited DWR from entering into new contracts to
        purchase energy on and after January 1, 2003; and

(iii) On August 22, 2002, the CPUC handed Decision 02-08-071 in
      the proceedings entitled "Order Instituting Rulemaking to
      Establish Policies and Cost Recovery Mechanisms for
      Generation Procurement and Renewable Resource
      Development". The CPUC Decision establishes procedures for
      PG&E -- and other IOUs -- to follow in order to facilitate
      electric procurement for the period from January 1, 2003
      until PG&E regains an investment-grade credit rating.

      The CPUC Decision addresses three types of procurement
      contracts:

      (A) Interim Procurement Contracts

          The CPUC Decision acknowledges the need to minimize
          the exposure of the IOUs' customers to volatile
          electricity spot market prices.  Pursuant to the CPUC
          Decision:

          -- the IOUs, on an interim basis through the end of
             2002, are authorized to jointly enter into new
             power purchase contracts with DWR to meet the
             utilities' remaining net short position;

          -- DWR would have all legal and financial
             responsibility for these contracts;

          -- if the IOUs choose to enter into the interim
             contracts, the IOUs are required to:

             a) hold a competitive solicitation for the Interim
                Procurement Contracts;

             b) consult with a group of non-market participants
                on the results of the solicitation; and

             c) submit proposed contracts to the CPUC for
                expedited approval after the winning bidders are
                selected.

      (B) Renewable Energy Contracts

          The CPUC Decision requires the IOUs to procure
          renewable energy to ensure that an additional 1% per
          year of the IOUs' annual electricity sales -- 750 GWh
          for PG&E -- is generated from renewable resources.
          The CPUC Decision directs each IOU to hold a
          competitive solicitation to procure the renewable
          energy required and to submit the proposed contracts
          to the CPUC for approval after the winning bidders are
          selected.

      (C) QF Contracts

          The CPUC Decision requires IOUs to extend the term of
          certain QF contracts whose prices are established
          under federal law and whose costs are fully
          recoverable in PG&E's rates under that law.
          Specifically, the CPUC Decision directs the IOUs to
          offer Standard Offer 1 contract extensions to any QFs
          meeting these conditions:

          -- the QF must have been in operation and under
             contract to provide power with an IOU at any point
             between January 1, 1998 and the effective date of
             the CPUC Decision; and

          -- the QF contract must be set to expire before
             January 1, 2004, have already expired or have
             already been terminated.

          PG&E is required to submit the proposed QF contract
          extensions to the CPUC for approval.

Despite the large number of power contracts already entered into
by DWR, Ms. Landau tells Judge Montali that there remains a net
short position for PG&E in 2003 and beyond, particularly during
the hours of each month with the highest customer demand.
Therefore, Ms. Landau explains, an agreement with DWR under
which DWR will enter into new power purchase contracts and
extend certain pre-existing QF contracts, will allow PG&E to
call on power during the peak hours to reduce its reliance on
the "spot market".  This will also alleviate the electric price
and volume volatilities for PG&E's net short position and
stabilize the rates for its customers.

At the same time, Ms. Landau notes that PG&E's financial and
legal risks under the contracts will be minimized, because DWR
will be the financially and legally responsible party under the
new contracts until PG&E is investment-grade again.  DWR's costs
will also be recovered directly from retail customers rather
than from PG&E's estate.

On October 22, 2002, PG&E submitted the Interim Procurement
Contracts to the CPUC for approval.  PG&E submitted the
Renewable Energy Contracts and the QF Contract Extensions for
CPUC approval on November 5, 2002.  PG&E anticipates that CPUC
approval will be obtained within 30 days of submission.

                 Interim Procurement Contracts

PG&E received and evaluated 59 bids for the Interim Procurement
Contracts.  PG&E examined the characteristics of the existing
portfolio to determine its sensitivity to various risk factors
like electric price, gas price, hydro conditions and variations
to load.  The proposed transactions were evaluated, including
calculations of value under a wide range of scenarios.  A short
list of proposed suppliers with higher market values and higher
cost/benefit ratios was selected and the Interim Procurement
Contracts were negotiated with the proposed suppliers.

However, the Interim Procurement Contracts contain confidential
information, which PG&E does not intend to divulge.  Thus, PG&E
seeks the Court's authority to enter into the Interim
Procurement Contracts without the necessity of disclosing
certain material terms, including the specific suppliers with
whom PG&E will contract, the contract prices and contract
quantities.

But Ms. Landau informs the Court that the terms of the Interim
Procurement Contracts range from one to three years commencing
on and after January 1, 2003.  Ms. Landau anticipates that the
total costs to be incurred under the Interim Procurement
Contracts will not exceed $42,000,000 in 2003, $37,000,000 in
2004, and $33,000,000 in 2005.

Pursuant to the CPUC Decision, PG&E established a Procurement
Review Group to ensure that the Interim Procurement Contracts
would be subject to sufficient review before being submitted to
the CPUC.  In addition to ex officio members, the CPUC Energy
Division and the Office of Ratepayer Advocates, the PRG
included:

1) The Utility Reform Network -- TURN;
2) The California Energy Commission -- CEC;
3) The Natural Resources Defense Council -- NRDC; and
4) California Utility Employees -- CUE.

Subject to non-disclosure agreements, the PRG members had the
right to consult with PG&E and review the details of PG&E's
interim procurement strategy, proposed procurement contracts,
and procurement processes.  After participating in this process,
none of the PRG members oppose CPUC approval of the Interim
Procurement Contracts and TURN affirmatively supports CPUC
approval.  NRDC, CEC and CUE neither support nor oppose CPUC
approval of the Interim Procurement Contracts.  ORA and CPUC
Energy Division are not taking any position at this time.

                  Renewable Energy Contracts

After conducting a competitive bidding process for the Renewable
Energy Contracts, PG&E received responses representing ten times
the volume needed to satisfy the requirements in the CPUC
Decision for 2003.  Evaluations of the offers and discussions
with potential suppliers are currently ongoing.  PG&E expects to
negotiate final contracts that will meet the additional 1% per
year of PG&E's annual electricity sales requirement.

Ms. Landau explains that the general terms and conditions
applicable to the Renewable Energy Contracts are substantially
the same as those applicable to the Interim Procurement
Contracts, with two material exceptions:

   -- the contracts will be for 5, 10 and 15-year terms,
      commencing on and after January 1, 2003; and

   -- there will be a $15,000 liquidated damages provision for
      each megawatt specified in the contract documents if a
      unit covered in the document is not operable and
      deliverable to PG&E by December 31, 2003.

The suppliers under the Renewable Energy Contracts will be
required to post a letter of credit or a surety bond to secure
their obligations.

The CPUC Decision also set a provisional benchmark price of 5.37
cents per kilowatt-hour, at or below which any Renewable Energy
Contract would be deemed reasonable by the CPUC.  To this end,
PG&E expects that the aggregate of the Renewable Energy
Contracts should be within the range of this benchmark and
should not exceed 6 cents per KWh.  From this estimate, the
total costs for 2003 will not exceed $45,000,000.

PG&E also seeks the Court's authority to participate into the
Renewable Energy Contracts without disclosing certain material
terms, including the specific suppliers with whom PG&E will
contract, the contract prices and contract quantities, due to
the commercially sensitive nature of this information.

The Renewable Energy Contracts will be subject to the PRG review
process.

                      QF Contracts

PG&E has identified 12 QFs that qualify for contract extensions
under the terms set forth in the CPUC Decision, Ms. Landau tells
Judge Montali.  Consequently, PG&E has expressed willingness to
enter into the contract extensions.

The QF Contract Extensions provide for a term ending no later
than December 31, 2003.  The total estimated costs for 2003
under the QF Contract Extensions is not likely to exceed
$59,500,000. (Pacific Gas Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENHALL: S&P Revises Outlook to Negative over Weak Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook
for Penhall International Corp., to negative from stable, citing
Penhall's continued weak operating performance as a result of
the decline in construction spending. At the same time, Standard
& Poor's affirmed its ratings on the company, including the 'B+'
corporate credit rating. Rated debt is approximately $150
million.

"The ratings reflect Penhall's modest positions in small and
fragmented niche equipment rental markets and an aggressive
financial profile," said Standard & Poor's credit analyst John
R. Sico.

Anaheim, California-based Penhall is a provider of highly
specialized construction and demolition contracting services.
About 45% of its sales come from projects in California, with
the majority of work linked either to publicly financed,
highway-related projects or to commercial construction. Spending
in California for highway renovation and commercial construction
is down considerably. As a result, Penhall's sales and
operating performance has been weaker than expected, with no
material improvement in prospects expected in the near term.

Penhall's exposure to the highly cyclical construction industry
resulted in a sales decline of about 8% and an EBITDA decline of
28% in fiscal 2002, compared with the previous year. In its
first fiscal quarter ended September 30, 2002, revenues were off
by 5% and EBITDA off by 27%. The lower sales and weaker
operating performance are primarily due to the soft economy,
increased competition, and decrease in equipment utilization.
Funding levels provided under the federal Transportation Equity
Act and Aviation Investment Reform Act should continue to
provide a source of business. Penhall has a somewhat variable
cost structure associated with its hiring of operators on an as-
needed hourly basis from union labor halls.

Penhall's credit measures have weakened due to the cyclical
downturn, with EBITDA interest coverage of 2.1 times and total
debt to EBITDA of 5.2x as of September 30, 2002, weak for the
ratings. Although the company is currently in compliance with
financial covenants on its bank agreement, there is limited
cushion should further erosion occur.

The financial profile may likely remain weak for the near term
as operations must support a heavy debt burden. Over time,
Standard & Poor's expects total debt to EBITDA to average around
4.0x and EBITDA interest coverage to average around 2.5x. The
ratio of funds from operations to total debt is expected to
average 10%-15%.

Failure to maintain appropriate credit measures and adequate
liquidity could lead to a lower rating.


PERSONNEL GROUP: Begins $125MM+ Debt Restructuring Transactions
---------------------------------------------------------------
Personnel Group of America Inc., reached an agreement with
certain creditors for a financial restructuring that will lower
its debt by more than $125 million, Dow Jones reported. The
consulting and staffing company also reported a third-quarter
loss of $2.2 million, compared with a loss of $1.2 million a
year earlier. Revenue fell to $137.7 million from $173.6 million
last year. In a press release on Tuesday, November 12, Personnel
Group said it agreed with the holders of about 42 percent of its
senior revolving credit debt and about 57 percent of its 5.75
percent convertible subordinated notes due 2004 to restructure
its debt. In addition, the company and the senior lenders
signing the agreement secured options from the nonparticipating
senior lenders to acquire those lenders' interests in the
revolving credit facility. This ensures participation by 100
percent of the holders.

Personnel Group's restructuring will include a registered bond
exchange offer in which the company's $115 million in
outstanding 5.75 percent convertible subordinated notes and
accrued interest would be exchanged for cash equal to six
months' interest on the notes and newly issued common stock
representing 83 percent of the company's equity outstanding. The
company also expects to solicit consents from the current 5.75
percent noteholders to modify certain terms of the notes that
may remain outstanding after completion of the exchange offer.
If the restructuring isn't completed within 150 days after
execution of definitive agreements, Personnel Group expects to
file a chapter 11 bankruptcy petition and pursue a specified
plan of reorganization. (ABI World, Nov. 13, 2002)


PG&E NATIONAL: Defaults on Corporate Revolving Credit Facility
--------------------------------------------------------------
PG&E National Energy Group is in default under its corporate
revolving credit arrangement for failure to repay $431 million
due today. The company is in active negotiations with key
lenders and bondholders regarding a global restructuring of the
company's debts. PG&E National Energy Group is a wholly owned
subsidiary of PG&E Corporation (NYSE: PCG).

The company's failure to repay the $431 million tranche of the
corporate revolving credit facility causes a cross-default under
five other major credit facilities and equity funding
obligations. These include:

     * Default under the two-year tranche of the corporate
       revolving credit facility -- $273 million outstanding,
       primarily consisting of letters of credit;

     * Cross-default under PG&E National Energy Group's senior
       unsecured notes due in 2011 -- $1 billion outstanding;

     * Guarantee of the turbine revolver -- $205 million
       outstanding;

     * Equity commitment guarantee to GenHoldings credit
       facility -- $355 million outstanding;

     * Equity commitment guarantee to La Paloma credit facility
       -- $375 million outstanding; and

     * Equity commitment guarantee to Lake Road credit facility
       -- $230 million.

In addition, the company will not be making a $52 million
interest payment due Friday, Nov. 15, 2002, on the senior
unsecured notes due in 2011.

Notwithstanding the defaults, PG&E National Energy Group
believes that the lenders will continue negotiations to
restructure the company's obligations.

"While the challenges are complicated and multifaceted, we are
confident that there is a path of resolution that can work for
all parties involved," said Thomas B. King, president, PG&E
National Energy Group. "However, working through and resolving
the various issues is going to require substantial time."

As reported in a Nov. 13, 2002, form 10-Q filing with the U.S.
Securities and Exchange Commission, if the restructuring cannot
be achieved by agreement with PG&E National Energy Group's
creditors, the company and certain of its subsidiaries may be
compelled to seek protection under or be forced into Chapter 11
of the Bankruptcy Code. The recent form 10-Q filing also
outlines the financing facilities in greater detail.

Like much of the wholesale energy sector, PG&E National Energy
Group has faced a challenging environment and difficult market
conditions. During 2001 and 2002, new supply additions begun
during the high-price period combined with a softening economy
and reduced load growth resulted in excess energy supply in many
regions. The excess supply conditions have put downward pressure
on the prices of most regional wholesale energy markets. Prior
to the decline of the energy markets, the company initiated
substantial growth plans. Obligations undertaken to support
these growth plans are now beginning to mature.

In recent days, PG&E National Energy Group:

     * Signed an agreement to sell one-half of its 50 percent
       interest in the Hermiston Generating plant to Sumitomo
       Corporation and Sumitomo Corporation of America. The
       plant, located in Hermiston, Ore., will continue to be
       operated and managed by a subsidiary of PG&E National
       Energy Group.

     * Announced that it plans to shut down its Spencer Station
       Generating facility in Denton, Texas.

Headquartered in Bethesda, Md., PG&E National Energy Group
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


PHAR-MOR: Hires Lindquist & Vennum as Vitamin Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
its stamp of approval to Phar-Mor, Inc., and its debtor-
affiliates' request to employ Lindquist & Vennum PLLP as Special
Litigation Counsel in connection with the Vitamin Litigation.

Before the Petition Date, Phar-Mor purchased various vitamin
products and amino acids.  Phar-Mor and other purchasers of
Vitamin Products possess certain claims and causes of action
against approximately 37 manufacturers of vitamins for price
fixing.

Lindquist & Vennum, on behalf of approximately 200 purchasers of
Vitamin Products has commences certain price-fixing actions
against the Vitamin Defendants.

Phar-Mor has informally consulted with Lindquist & Vennum and
has been in negotiation with Lindquist & Vennum for the past
year with respect to Lindquist & Vennum's potential
representation of Phar-Mor.

Approximately 50 of Lindquist & Vennum's lawyers are engaged in
the litigation practice.  The firm is well-known for its
litigation expertise.  Lindquist & Vennum represents more
plaintiffs with indirect purchaser claims in the Vitamin
Antitrust Litigation than any other law firm in the United
States.

The Debtors tell the Court that Lindquist & Vennum has obtained
valuable knowledge of the particular facts and issues raised in
the Vitamin Litigation as a result of its representation of the
other vitamin purchasers during the past years.

Lindquist & Vennum will represent the Debtor in the Vitamin
Litigation on a contingency fee basis.  Lindquist & Vennum is
entitled to receive an aggregate contingent fee of 25% of any
recoveries.

Phar-Mor, Inc., a retail drug store chain, filed for Chapter 11
Protection on September 24, 2001. In July 2002, The Ozer Group
and Hilco Merchant Resources launched GOB sales at the Company's
73 store locations. Michael Gallo, Esq., at Nadler, Nadler and
Burdman represents the Debtors.


PLANET POLYMER: Ability to Continue Ops. Beyond 2002 Uncertain
--------------------------------------------------------------
Planet Polymer Technologies Inc., (OTCBB:POLY) reported its
financial results for the third quarter ended Sept. 30, 2002.

Planet Polymer revenues for the three months ending Sept. 30,
2002 were $63,879 versus $152,955 for the same period in 2001
and $141,648 versus $312,892 for the nine months periods
respectively. The quarterly net loss for the third quarter was
$182,166 versus $252,480 for the like period in 2001. For the
nine months periods of 2002 and 2001 respectively, the net loss
was $522,918 and $1,015,325.

Commenting on the results, Richard C. Bernier, CEO and president
stated, "These results continue to reflect the effect of the MIM
(Metal Injection Molding) business and technology sales, staff
reductions and restructuring activities the Company has taken
over the past year. The recent Chapter 11 Bankruptcy filing by
technology partner Agway Inc., on October 1, 2002 and the
default by Ryer Industries in its obligations to pay the
remaining sales price of the MIM assets and related royalties
have significantly weakened Planet. Although a new payment
arrangement has been agreed to with Ryer and negotiations
continue with Agway, the ability of Planet to continue its
business beyond 2002 remains uncertain and has significantly
weakened the possibility of Planet remaining solvent beyond
2002."

Planet also announced the resignation of Peter O'Neill from the
Board of Directors, effective Oct. 1, 2002. O'Neill, an Agway
Board seat holder, leaves coincident with Agway's Chapter 11
Bankruptcy filing.

Planet Polymer Technologies Inc., is an advanced materials
company that develops and licenses unique water-soluble polymer
and biodegradable materials with broad applications in the
fields of agriculture and industrial manufacturing.


PRIME RETAIL: Auditors Doubt Ability to Continue Operations
-----------------------------------------------------------
Prime Retail, Inc., (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced its operating results for the third quarter ended
September 30, 2002.

FFO Results:

Funds from Operations was $6.9 million (after allocations to
minority interests and preferred shareholders) for the quarter
ended September 30, 2002 compared to $5.5 million for the same
period in 2001. FFO was $16.1 million for the nine months ended
September 30, 2002 compared to $19.9 million for the same period
in 2001.

The increase in FFO for the quarter ended September 30, 2002
compared to the same period in 2001 reflects (i) a decrease in
interest expense during the 2002 period and (ii) a lower
provision for uncollectible accounts receivable during the 2002
period. The decrease in interest expense is primarily
attributable to a reduction in the Company's weighted-average
debt during the 2002 period principally resulting from
repayments on a mezzanine loan, which was obtained in December
2000. The lower provision for uncollectible accounts receivable
during the 2002 period reflects (i) reduced tenant bankruptcies,
abandonments and store closures and (ii) the resolution of
certain tenant matters. Additionally, the FFO results for 2001
include a third quarter non-recurring loss of $1.0 million
related to the refinancing of Prime Outlets at Birch Run. These
items were partially offset by reduced occupancy in the
Company's portfolio during the 2002 period as well as the impact
of economic changes in rental rates.

The decrease in FFO for the nine months ended September 30, 2002
compared to the same period in 2001 reflects (i) a second
quarter non-recurring charge of $3.0 million which established a
reserve for certain tenant matters, (ii) reduced occupancy in
the Company's portfolio during the 2002 period and (iii) the
impact of economic changes in rental rates. These items were
partially offset by (i) a decrease in interest expense during
the 2002 period, (ii) a lower provision for uncollectible
accounts receivable during the 2002 period and (iii) the
aforementioned third quarter of 2001 non-recurring loss of $1.0
million. The decrease in interest expense is primarily
attributable to a reduction in the Company's weighted-average
debt during the 2002 period principally resulting from
repayments on the Mezzanine Loan. The lower provision for
uncollectible accounts receivable during the 2002 period
reflects (i) reduced tenant bankruptcies, abandonments and store
closures and (ii) the resolution of certain tenant matters.

GAAP Results:

Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." In accordance with
the requirements of FAS No. 144, the Company has classified the
operating results, including gains and losses related to
dispositions, for those properties either disposed of or
classified as assets held for sale during 2002 as discontinued
operations in its Consolidated Statements of Operations for all
periods presented. In accordance with accounting principles
generally accepted in the United States, the GAAP loss from
continuing operations before minority interests was $85.1
million and $72.1 million for the quarters ended September 30,
2002 and 2001, respectively. For the quarter ended September 30,
2002, the net loss applicable to common shareholders was $89.2
million. For the quarter ended September 30, 2001, the net loss
applicable to common shareholders was $78.9 million.

The GAAP results for the quarter ended September 30, 2002
include a non-recurring provision for asset impairment of $81.6
million. During the quarter ended September 30, 2002, the
Company also reported a gain from discontinued operations of
$1.6 million, including (i) a gain related to a disposition of
$17.1 million and (ii) a non-recurring provision for asset
impairment of $15.6 million. The gain on disposition resulted
from the transfer of the Company's ownership interest in Prime
Outlets at Jeffersonville II to a successor of the lender of its
non-recourse mortgage loan. The non-recurring provision for
asset impairment resulted from the occurrence, during the third
quarter of 2002, of certain events and circumstances, including
changes to the Company's anticipated holding periods, reduced
occupancy and limited leasing success, that indicated that
certain properties were impaired on an other than temporary
basis. Accordingly, the Company recorded a provision for asset
impairment to write-down the carrying value of these properties
to their estimated fair values in accordance with the
requirements of FAS 144. As a result, the balance of associated
non-recourse mortgage debt exceeds the carrying value of certain
properties by an aggregate of $25.4 million as of September 30,
2002.

The GAAP results for the quarter ended September 30, 2001
include (i) a non-recurring provision for asset impairment of
$63.0 million, (ii) a non-recurring loss charge of $1.9 million,
related to an interest rate subsidy agreement and (iii) a non-
recurring loss of $1.0 million related to the refinancing of
first mortgage loans on Prime Outlets at Birch Run. During the
quarter ended September 30, 2001, the Company also reported a
loss on discontinued operations of $1.1 million.

The GAAP loss from continuing operations before minority
interests was $97.6 million and $81.0 million for the nine
months ended September 30, 2002 and 2001, respectively. For the
nine months ended September 30, 2002, the net loss applicable to
common shareholders was $129.0 million. For the nine months
ended September 30, 2001, the net loss applicable to common
shareholders was $102.7 million.

The GAAP results for the nine months ended September 30, 2002
include (i) the third quarter non-recurring provision for asset
impairment of $81.6 million, (ii) a second quarter loss on the
sale of real estate of $0.7 million attributable to the sale of
the Company's ownership interest in a joint venture partnership
and (iii) the aforementioned second quarter non-recurring charge
of $3.0 million, which established a reserve for certain tenant
matters.

During the nine months ended September 30, 2002, the Company
also reported a loss from discontinued operations of $14.4
million, or $0.33 per share, including a net gain related to
dispositions of $16.1 million and a provision for asset
impairment of $27.5 million. The net gain on dispositions during
the nine months ended September 30, 2002 consists of (i) a first
quarter gain of $16.8 million on the sale of a 70% joint venture
interest in Prime Outlets at Hagerstown, (ii) a first quarter
loss of $9.6 million related to the write-down of the carrying
value of Prime Outlets at Edinburgh to its net realizable value
based on the terms of a sales agreement, (iii) a second quarter
loss of $10.3 million to write-down the carrying value of six
outlet centers to their estimated net realizable value based on
the terms of a sales agreement, (iv) a second quarter gain of
$2.1 million related to the sale of the Shops at Western Plaza
and (v) the above noted third quarter gain on disposition of
$17.1 million.

The GAAP results for the nine months ended September 30, 2001
include (i) the aforementioned third quarter non-recurring
provision for asset impairment of $63.0 million, (ii) a third
quarter non-recurring loss charge of $1.9 million, related to an
interest rate subsidy agreement, (iii) the aforementioned third
quarter non-recurring loss of $1.0 million, related to the
refinancing of first mortgage loans on Prime Outlets at Birch
Run and (iv) a second quarter gain on the sale of real estate of
$0.6 million. During the nine months ended September 30, 2001,
the Company also recorded a loss from discontinued operations of
$4.7 million.

Merchant Sales:

Same-store sales in the Company's outlet centers decreased by
5.6% and 4.1%, respectively, for the third quarter and nine
months ended September 30, 2002 compared to the same periods in
2001. "Same-store sales" is defined as the weighted-average
sales per square foot reported by merchants for stores opened
and occupied since January 1, 2001. For the fiscal year ended
December 31, 2001, the weighted-average sales per square foot
reported by all merchants was $241.

Going Concern Uncertainty:

As previously announced, on November 1, 2002, the Company
entered into a modification to the existing terms of the
Mezzanine Loan. Pursuant to the terms of such modification, the
Company is required to make, in addition to regularly scheduled
monthly principal amortization, mandatory principal payments on
the Mezzanine Loan by December 31, 2002 in an aggregate amount
of at least $12.0 million with net proceeds from asset
dispositions or other capital transactions.

The Company has entered into an agreement to sell (i) Prime
Outlets of Puerto Rico, an outlet center located in Barceloneta,
Puerto Rico consisting of 176,000 square feet of gross leasable
area and (ii) certain adjacent parcels of land being developed
for non-outlet retail use. The Company currently expects the
sale of the Puerto Rico Property to close during the fourth
quarter of 2002 and to generate estimated net proceeds, after
repayment of existing mortgage indebtedness and closing costs,
sufficient to satisfy the required December 2002 mandatory
principal repayment amount under the Mezzanine Loan. However,
the sale of the Puerto Rico Property remains subject to
customary closing conditions and, accordingly, there can be no
assurance as to the timing, terms or completion of the proposed
sale.

In addition to the proposed sale of the Puerto Rico Property
discussed above, the Company continues to seek to generate
additional liquidity through other asset sales, financings and
other capital raising activities, however, there can be no
assurance that it will be able to complete such transactions
within the specified period or that such transactions, if they
should occur, will generate sufficient proceeds to make required
payments under the Mezzanine Loan. Any failure to satisfy the
required mandatory principal payments within the specified time
period or the scheduled monthly principal payments under the
terms of the Mezzanine Loan will constitute a default.

Based on the Company's results for the quarters ended June 30,
2002 and September 30, 2002, it is not in compliance with
respect to the debt service coverage ratio under its fixed rate
tax-exempt revenue bonds in the amount of $18.4 million. As a
result of the such noncompliance, the holders of the Affected
Fixed Rate Bonds may elect to put such obligations to the
Company at a price equal to par plus accrued interest. If the
holders of the Affected Fixed Rate Bonds make such an election
and the Company is unable to repay such obligations, certain
cross-default provisions with respect to other debt facilities,
including the Mezzanine Loan may be triggered.

The Company is working with holders of the Affected Fixed Rate
Bonds regarding potential resolution, including forbearance,
waiver or amendment with respect to the applicable provisions.
If the Company is unable to reach satisfactory resolution, it
will look to (i) obtain alternative financing from other
financial institutions, (ii) sell the projects subject to the
affected debt or (iii) explore other possible capital
transactions to generate cash to repay the amounts outstanding
under such debt. There can be no assurance that the Company will
obtain satisfactory resolution with the holders of the Affected
Fixed Rate Bonds or that it will be able to complete asset sales
or other capital raising activities sufficient to repay the
amount outstanding under the Affected Fixed Rate Bonds.

As of September 30, 2002, the Company was in compliance with all
financial debt covenants under its recourse loan agreements
other than the Affected Fixed Rate Bonds. Nevertheless, there
can be no assurance that the Company will remain in compliance
with its financial debt covenants in future periods because its
future financial performance is subject to various risks and
uncertainties, including, but not limited to, the effects of
current and future economic conditions, and the resulting impact
on its revenue; the effects of increases in market interest
rates from current levels; the risks associated with existing
vacancy rates or potential increases in vacancy rates because
of, among other factors, tenant bankruptcies and store closures,
and the resulting impact on its revenue; risks associated with
litigation, including pending and potential tenant claims; and
risks associated with refinancing its current debt obligations
or obtaining new financing under terms less favorable than the
Company has experienced in prior periods.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing
and management of outlet centers throughout the United States
and Puerto Rico. Prime Retail currently owns and manages 40
outlet centers totaling approximately 11.3 million square feet
of GLA. The Company also owns 154,000 square feet of office
space. Prime Retail has been an owner, operator and a developer
of outlet centers since 1988. For additional information, visit
Prime Retail's Web site at http://www.primeretail.com


PUBLICARD INC: Red Ink Continues to Flow in Third Quarter 2002
--------------------------------------------------------------
PubliCARD, Inc., (Nasdaq: CARD) reported its financial results
for the three and nine months ended September 30, 2002.

Sales for the third quarter of 2002 were $1,298,000, compared to
$1,575,000 a year ago. The 2001 figure includes $286,000 of
revenues associated with the smart card reader and chip
business, which the Company exited in July 2001. Sales related
to smart card solutions for educational and corporate sites for
the second quarter of 2002 were comparable to the prior year
period. The net loss from continuing operations for the quarter
ended September 30, 2002 was $3,265,000 compared with $2,799,000
a year ago. The results for 2002 include a charge of $2,068,000
to write-down the Company's minority investment in TecSec,
Incorporated. The results for 2001 reflect a repositioning
charge of $1,232,000 principally reflecting severance costs and
inventory adjustments relating to the July 2001 decision to exit
the smart card reader and chip business. As of September 30,
2002, cash and short-term investments totaled $1,827,000.

For the nine months ended September 30, 2002, sales were
$3,513,000 compared to $4,434,000 a year ago. Excluding 2001
revenues from smart card readers and chips, sales related to
ongoing operations for the current period increased 4% over the
prior year. The net loss from continuing operations for the nine
months ended September 30, 2002 was $5,473,000 compared with
$15,818,000 in 2001. Operating expenses, excluding the
repositioning charge and other non-cash charges, decreased from
$8,928,000 in 2001 to $4,263,000 in 2002. The decline in
operating expenses is attributable primarily to work force
reductions associated with the Company's exit from the smart
card reader and chip business and other corporate cost
containment measures. The results for 2002 include the
investment write-down charge referenced above. The 2001 figures
include a repositioning charge totaling $7,317,000 relating to
the smart card reader and chip business exit decision.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd., subsidiary, designs smart card solutions for educational
and corporate sites. The Company's future plans revolve around
an acquisition strategy that would focus on businesses in areas
outside the high technology sector while continuing to support
the expansion of the Infineer business, if the Company were to
be successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its Web site http://www.publicard.com

                         *    *    *

As reported in Troubled Company Reporter's August 15, 2002
edition, the Company, in its Form 10-Q filing for the June
quarter, stated:

"Although the Company believes that existing cash and short term
investments may be sufficient to meet the Company's obligations
and capital requirements at its currently anticipated levels of
operations through December 31, 2002, additional working capital
will be necessary in order to fund the Company's current
business plan and to ensure it is able to fund its pension,
environmental and other obligations. While the Company
is actively considering various funding alternatives, the
Company has not secured or entered into any arrangements to
obtain additional funds.  There can be no assurance that the
Company will be able to obtain additional funding on acceptable
terms or at all.  If the Company cannot raise additional capital
to continue its present level of operations, it may not be able
to meet its obligations, take advantage of future acquisition
opportunities or further develop or enhance its product
offering, any of which could have a material adverse effect on
its business and results of operations and could lead to the
Company being required to seek bankruptcy protection.  These
conditions raise substantial doubt about the Company's ability
to continue as a going concern.  The Consolidated Financial
Statements do not include any adjustments that might result from
the outcome of this uncertainty.  The auditors' report on the
Company's Consolidated Financial Statements for the year ended
December 31, 2001 contained a qualified opinion raising
substantial doubt about the Company's ability to continue as a
going concern."


RENT-WAY INC: Richard Strong Discloses 14.7% Equity Stake
---------------------------------------------------------
Calm Waters Partnership and Richard S. Strong beneficially own
4,188,825 shares of the common stock of Rent-Way, Inc.,
representing 14.7% of the outstanding common stock of Rent-Way.
Calm Waters Partnership is a private investment vehicle owned by
Mr. Strong and family members.

The beneficial ownership of common stock reported consists of:
1,355,800 shares of common stock owned directly by Calm Waters
Partnership and indirectly by Mr. Strong by virtue of the
ownership of Calm Waters Partnership by Mr. Strong and other
family members; 94,750 shares of common stock issuable upon
exercise of a warrant purchased by Calm Waters Partnership from
Rent-Way, Inc. in the transaction described below; the right to
acquire 2,501,400 shares of common stock under the terms of the
Purchase Agreement (as defined below); and the right to acquire
a warrant to purchase 236,875 shares of common stock under the
terms of the Purchase Agreement.

On April 25, 2002, Calm Waters Partnership purchased 947,500
shares of common stock and a warrant to purchase 94,750 shares
of common stock in a private placement from Rent-Way, Inc. in
accordance with a Common Stock and Warrant Purchase Agreement
dated April 18, 2002.  Under the terms of the Purchase
Agreement, Calm Waters has the right to acquire 2,501,400
additional shares of common stock and a warrant to purchase
236,875 shares of common stock on the earlier of the closing of
the refinancing of the Company's outstanding indebtedness or
December 31, 2002, subject to certain conditions.  Calm Waters
and Mr. Strong disclaim beneficial ownership of the Additional
Shares and the Additional Warrant.

Calm Waters and Mr. Strong, however, share voting and
dispositive powers over all the stock reported.

Rent-Way is the second largest operator of rental-purchase
stores in the U.S. Rent-Way rents name brand merchandise such as
home entertainment equipment, computers, furniture, and
appliances from 1,087 stores in 42 states.

As reported in the company's August 9, 2002, SEC filing, the
Company was in default under its bank credit facility and
operated under a forbearance agreement.


RESCARE INC: Completes Amendment to $80 Million Credit Facility
---------------------------------------------------------------
ResCare, Inc., (NASDAQ/NM:RSCR) the nation's leading provider of
services to persons with developmental disabilities and people
with special needs, has finalized an amendment to its $80
million credit facility. The amendment revises each of the
financial covenants contained in the credit agreement. The
Company has not borrowed under the credit facility since its
inception in November 2001. The banks have issued $43 million in
standby letters of credit under the facility. The borrowing
margin will increase by 25 basis points as a result of this
amendment.

Commenting on the amendment, Ronald G. Geary, ResCare chairman,
president and chief executive officer, said, "We are extremely
pleased with the successful completion and the favorable terms
of this amendment. Completing this agreement confirms the solid
financial condition of our company, our future prospects and the
strong relationship with our banking partners. We do not expect
the increase in interest rates to have a material effect on our
consolidated results of operations. The amendment also contains
a waiver of non-compliance with our interest coverage covenant
at September 30, 2002."

ResCare, founded in 1974, offers services to some 27,000 people
in 32 states, Washington, D.C., Puerto Rico and Canada. Of
these, approximately 10,000 are youth with special needs and
17,000 are people with developmental or other disabilities. The
Company is based in Louisville, KY. More information about
ResCare is available on the Company's Web site at
http://www.rescare.com.


SAFETY-KLEEN: Wants 6th Extension of Time to Propose a Plan
-----------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates ask Judge Walsh to
extend their exclusive period to file a plan until December 29,
2002, and extend their exclusive period to solicit acceptances
of that plan to February 28, 2003.

The Exclusive Periods are intended to give Chapter 11 debtors a
full and fair opportunity to rehabilitate their business and to
negotiate and propose a reorganization plan -- without the
deterioration and disruption of their business that might be
caused by the filing of competing reorganization plans by non-
debtor parties.

The short extension will allow the Debtors to determine the most
effective way to maximize the value of their estates for the
benefit of all creditors, to complete the negotiations of and
finalize a plan that achieves this goal, and to solicit
acceptances of that plan.

The Debtors have made significant progress towards
rehabilitation during the past year, like streamlining
operations and entering into various outsourcing agreements,
including:

(a) the licensing and installing of financial software to
    improve their operation processes and reduce current
    and future operating costs;

(b) seeking and obtaining the approval of additional
    postpetition financing;

(c) disposing of certain significant assets including the
    divestiture of the Chemical Services Division;

(d) entering into global settlements to resolve the
    multi-billion dollar claims filed against them; and

(e) beginning the process of relocating their corporate
    headquarters to Dallas, Texas.

In addition, the Debtors have prepared various models, term
sheets and distribution matrixes and met with both the
Creditors' Committee and the Secured Lenders to discuss the
details of a consensual plan of reorganization for these cases.
The Debtors believe that they will need an additional 30 days to
conclude these discussions and finalize a plan of reorganization
and an additional 60 days to solicit and obtain acceptances of
the plan.

Under Section 1121(d) of the Bankruptcy Code, this Court may
extend the Exclusive Periods for cause.  In determining whether
cause exists to extend the Exclusive Periods, this Court may
examine, among others, these factors:

      (a) The size and complexity of the case;

      (b) The existence of an unresolved contingency
          and the need to resolve claims that may
          have a substantial effect on a plan;

      (c) The Debtors' progress in resolving issues
          facing their estates; and

      (d) Whether an extension benefits the Debtors'
          creditors.

Most importantly, perhaps, the Court should consider whether the
Debtors have had a reasonable opportunity to negotiate an
acceptable plan with various interested parties and to prepare
adequate financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

The Debtors contend that the requested extension is entirely
justified because they have made significant progress in
resolving the many complex issues facing their estates; these
cases are large and complex; and extension will facilitate their
reorganization and won't prejudice any party-in-interest.
(Safety-Kleen Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SHEFFIELD PHARMA: Must Meet Capital Requirement to Continue Ops.
----------------------------------------------------------------
Sheffield Pharmaceuticals, Inc., (Amex: SHM) announced its
financial results for the third quarter and first nine months of
2002. The Company reported a net loss of $1.9 million for the
third quarter of 2002 compared to a net loss of $3.1 million for
the third quarter of 2001. The net loss for the first nine
months of 2002 was $9.4 million, compared to a net loss of $8.0
million for the same period last year. At September 30, 2002,
total assets were $1.8 million, of which $0.3 million were cash
and cash equivalents. The Company's long-term debt was $11.5
million.

The decreased net loss of $1.2 million for the third quarter of
2002 primarily resulted from lower Premaire(R) development costs
associated with finalizing the to-be-marketed device in December
2001 as well as reduced formulation work on the Premaire(R)
budesonide product, lower design and development costs
associated with finalizing the industrialization of the
Tempo(TM) Inhaler in the third quarter of 2002 for Phase I and
II trials, and higher third quarter 2001 development expenses
reflecting preparation of a Phase I trial of the Company's unit-
dose budesonide product that was completed in the first quarter
2002. In addition, the decreased net loss between periods was
due to lower general and administrative expenses reflecting cost
reduction efforts implemented during the third quarter of 2002.

The increased net loss of $1.4 million for the first nine months
of 2002 primarily resulted from higher general and
administrative expenses due to expanded business development
activities in the areas of licensing and partnering of the
Company's development products, activities related to potential
acquisitions of complementary pulmonary delivery technologies
and companies and potential combinations, as well as costs
associated with the departure of certain executive officers,
partially offset by cost reduction efforts implemented in the
third quarter of 2002. The increased net loss also reflects
higher development costs related to formulation work on the
Tempo(TM) DHE product, partially offset by lower development
expenses related to the Company's unit-dose budesonide product
and certain Tempo(TM) respiratory products, and lower design and
development costs associated with industrialization of the
Tempo(TM) Inhaler. In addition, the higher net loss is due to
increased interest expense reflecting higher average borrowing
levels in 2002 as compared to 2001.

On November 8, 2002, Sheffield received proceeds of $.5 million
provided under an agreement between the Company and Elan Pharma
International Ltd., an affiliate of Elan Corporation, plc. The
borrowing under the agreement is evidenced by a $.5 million
unsecured demand promissory note that provides for a fixed
interest rate of 10% per annum, compounded semi-annually. Also,
the parties terminated the 1999 license agreement for the Elan
NanoCrystal technology made between Elan and Respiratory Steroid
Delivery, Ltd., an 80% owned subsidiary of the Company. As
provided in the 1999 license agreement, upon termination of this
license, all intellectual property of RSD was transferred to and
jointly owned by Elan and Sheffield.

As of November 14, 2002, the Company had cash and equivalents of
approximately $.7 million and accounts payable and accrued
liabilities of $2.9 million. Unless the Company is able to raise
significant capital ($1 million to $2.5 million) within the next
60 days, management believes that it is unlikely that the
Company will be able to meet its obligations as they become due
and to continue as a going concern. To meet this capital
requirement, the Company is evaluating various financing
alternatives including private offerings of the Company's
securities, other debt financings, collaboration and licensing
arrangements with other companies, and the sale of non-strategic
assets and/or technologies to third parties. Should the Company
be unable to meet its capital requirement through one or more of
the above-mentioned financing alternatives, the Company may file
for bankruptcy or similar protection under the 1978 Bankruptcy
Code.

At September 30, 2002, the Company's balance sheet shows a total
shareholders equity deficit of about $14 million, as compared to
a deficit of $9 million recorded at December 31, 2001.

Sheffield Pharmaceuticals, Inc., provides innovative, cost-
effective pharmaceutical therapies by combining state-of-the-art
pulmonary drug delivery technologies with existing and emerging
therapeutic agents. Sheffield is developing a range of products
to treat respiratory and systemic diseases using pressurized
metered dose, solution-based and dry powder inhaler and
formulation technologies, including its proprietary Premaire(R)
Delivery System and Tempo(TM) Inhaler. Sheffield focuses on
improving clinical outcomes with patient-friendly alternatives
to inconvenient or sub-optimal methods of drug administration.
Investors can learn more about Sheffield Pharmaceuticals on its
Web site at http://www.sheffieldpharm.com


SMTC CORP: Has Until Feb. 3, 2003 to Regain Nasdaq Compliance
-------------------------------------------------------------
SMTC Corporation (TSX: SMX) (Nasdaq: SMTX), whose corporate
credit and senior secured bank loan are rated by Standard &
Poor's at B, has received a notification from Nasdaq Listing
Qualifications that its common stock has failed to maintain the
minimum bid price of $1.00 per share over a period of 30
consecutive trading days, as required by Nasdaq's Marketplace
Rules. Nasdaq has provided SMTC with a grace period of 90
calendar days, or until February 3, 2003, to regain compliance
with this requirement or be delisted from trading on The Nasdaq
National Market. To regain compliance, SMTC's common stock must
achieve a minimum closing bid price of $1.00 for ten consecutive
trading days. SMTC intends to monitor the bid price for its
common stock between now and February 3, 2003.

If the stock does not trade at a level that is likely to regain
compliance, SMTC's Board of Directors will consider other
options available to the Company to achieve compliance. If SMTC
is unable to come into compliance with the bid price requirement
by February 3, 2003, Nasdaq Listing Qualifications will provide
written notification that SMTC's common stock will be delisted,
which the Company may appeal to a Listing Qualifications Panel.

SMTC Corporation is a global provider of advanced
electronic manufacturing services to the technology industry.
The Company's electronics manufacturing and technology centers
are located in Appleton, Wisconsin, Austin, Texas, Boston,
Massachusetts, Charlotte, North Carolina, San Jose, California,
Toronto, Canada, Donegal, Ireland and Chihuahua, Mexico. SMTC
offers technology companies and electronics OEMs a full range of
value-added services including product design, procurement,
prototyping, printed circuit assembly, advanced cable and
harness interconnect, high precision enclosures, system
integration and test, comprehensive supply chain management,
packaging, global distribution and after-sales support. SMTC
supports the needs of a growing, diversified OEM customer base
primarily within the networking, communications and industrial
markets. SMTC is a public company incorporated in Delaware with
its shares of common stock traded on The Nasdaq National Market
System under the symbol SMTX and the exchangeable shares of its
subsidiary SMTC Manufacturing Corporation of Canada traded on
The Toronto Stock Exchange under the symbol SMX. Visit SMTC's
Web site, http://www.smtc.comfor more information about the
Company.


SPECTRASITE HOLDINGS: Files Chapter 11 Petition in N. Carolina
--------------------------------------------------------------
SpectraSite Holdings, Inc. (Nasdaq: SITE), one of the largest
wireless tower operators in the United States, has filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division.

The filing is intended to implement a restructuring plan
negotiated with certain bondholders and announced November 6.
The Company expects to file additional information, including a
Plan of Reorganization, next week.

The Chapter 11 Plan involves a restructuring of only the debt
and equity securities of SpectraSite Holdings, which is a
holding company without any business operations of its own.
SpectraSite Communications, the operating subsidiary, is an
independent legal entity that generates its own cash flow and
has access to its own credit facility. SpectraSite
Communications will continue to operate normally and without
interruption, and its customers and creditors will be
unaffected. The Company expects that the Chapter 11 case will be
completed in 90 days.

In addition, SpectraSite has amended the agreements previously
announced on May 16, 2002, with Cingular and SBC. Under the
amended agreements, the Company will, subject to certain
conditions, including completion of the Chapter 11 case, 1)
transfer the Company's interest in 545 SBC towers to Cingular,
2) reduce its future sublease commitment with SBC by 294 towers
and, 3) extend the closings for the remaining SBC towers through
the third quarter of 2004. The Company will receive $73.5
million, which it will use to repay a portion of the
indebtedness outstanding under SpectraSite Communications'
senior credit facility.

Steve Clark, President and CEO of SpectraSite, stated, "The
Chapter 11 filing brings us another step closer to completing
the financial restructuring process. Throughout this process
there should be no impact on our day-to-day operations and we
will serve our customers and property owners without
interruption. It is our plan to emerge from Chapter 11 in the
first quarter of 2003 with a solid balance sheet and a strong
future. Our agreements with Cingular and SBC will further
enhance our financial flexibility and strength."

Completion of the restructuring plan is subject to certain
conditions, including its acceptance by affected classes of
claim holders, whose votes will be solicited as part of the
court process. Having already reached agreement with the holders
of approximately two-thirds of its outstanding notes, the
Company believes it will receive the votes required for approval
of the plan.

SpectraSite Communications, Inc. -- http://www.spectrasite.com
-- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. At Sept. 30, 2002,
SpectraSite owned or managed approximately 20,000 sites,
including 7,999 towers primarily in the top 100 markets in the
United States. SpectraSite's customers are leading wireless
communications providers and broadcasters, including AT&T
Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and Voicestream.


SPECTRASITE HOLDINGS: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------------
Debtor: Spectrasite Holdings, Inc.
        Mailing Address
        100 Regency Forest Drive
        Suite 400
        Cary, NC 27511

Bankruptcy Case No.: 02-03631

Type of Business: The Debtor is a holding company incorporated
                  in Delaware whose principal asset is 100% of
                  the common stock of SpectraSite
                  Communications, Inc., a telecommunication
                  company.

Chapter 11 Petition Date: November 15, 2002

Court: Eastern District of North Carolina

Judge: A. Thomas Small

Debtor's Counsel: Terri L. Gardner, Esq.
                  Poyner & Spruill, LLP
                  PO Drawer 10096
                  3600 Glenwood Avenue
                  Raleigh, NC 27605-0096
                  Tel: (919) 783-6400

Total Assets: $742,176,818

Total Debts: $1,739,522,826

Debtor's 12 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Bank of New York,       11-1/4% Senior Notes  $495,765,252
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

The Bank of New York,       12-7/8% Senior Notes  $411,993,615
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

The Bank of New York,       6-3/4% Sr. Con. Notes $211,763,888
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

The Bank of New York,       12-1/2% Senior Notes  $211,645,833
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

The Bank of New York,       12% Senior Notes      $205,472,736
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

The Bank of New York,       10-3/4% Senior Notes  $202,850,000
Successor
c/o Margaret Clesmelewski
101 Barclay St., 8th Fl. West
New York, NY 10286
Tel: 212-815-5733

Welsh Carson Anderson      Funding Agreement Fee   $10,500,000
& Stowe
Lawrence B. Sorrel
320 Park Ave., Suite 2500
New York, NY 10022

Oaktree Capital            Senior Note Claim         *See Note
Management
c/o Kenneth Liang
333 S. Grand Ave. 28th Floor
Los Angeles, CA 90071
Tel: 213-830-6422

Apollo Management          Senior Note Claim         *See Note
Rob Katz
1301 Ave. of  Americas
38th Floor
New York, NY 10009
Tel: 303-381-2514

Fidelity Investments       Senior Note Claim         *See Note
c/o Travis Rhodes
82 Devonshire St., E20G
Boston, MA 02109
Tel: 617-563-2599

Conseco Capital Mgt. Inc.  Senior Note Claim         *See Note
c/o Eric Johnson
11825 N. Pennsylvania St.
Carmel, IN 46032
Tel: 317-817-6806

Capital Research Co.       Senior Note Claim         *See Note
c/o Susan Tolson
11100 Santa Monica Blvd.
15th Floor
Los Angeles, CA 90025
Tel: 31-996-6101

* Senior Note Claim - This creditor is one of the largest known
holders of the Senior Notes and is a member of the Prepetition
Noteholders Committee. Its claim amount is included in the claim
amounts listed for the indenture trustees for the Senior Notes.


SPECTRASITE: S&P Drops Rating to D Following Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt rating on tower operator SpectraSite Holdings Inc., to 'D'
from 'C', following the company's announced filing of a Chapter
11 bankruptcy petition. This filing has been done in conjunction
with the Cary, North Carolina-based company's debt restructuring
plan negotiated with certain bondholders earlier this month.
Standard & Poor's also changed its corporate credit rating on
the company to 'D' from 'SD'.

At the same time, Standard & Poor's revised its CreditWatch
implications on the $1.1 billion secured bank loan rating at
operating company SpectraSite Communications Inc., to positive
from negative. SpectraSite Communications has not been filed
into bankruptcy by the parent and is expected to continue to
service the bank debt.

"Following the company's emergence from bankruptcy, the bank
loan, which is rated 'CC', will be re-evaluated in light of the
new capital structure of the parent, and could be upgraded if
the new corporate credit rating for SpectraSite Holdings is
higher than 'CC'," said Standard & Poor's credit analyst
Catherine Cosentino.

DebtTraders reports that Spectrasite Holdings Inc.'s 12.875%
bonds due 2010 (SITE10USR2) are trading between 20 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SITE10USR2
for real-time bond pricing.


STERLING: Court Approves Seventh Amendment to Credit Agreement
--------------------------------------------------------------
Sterling Chemicals Holdings, Inc., and its debtor-affiliates
obtain approval from the U.S. Bankruptcy Court for the District
of Texas of a Seventh Amendment to a Revolving Credit Agreement
with The CIT Group/Business Credit, Inc.

The Debtors have been forecasting a possible default under their
DIP Credit Agreement. To remove the risk of a default, the
Debtors negotiated the Seventh Amendment, which modifies the
EBITDA test and increases the "Minimum Excess Availability"
requirement under the DIP Credit Agreement by $12 million.  The
Seventh Amendment amends the definition of "Minimum Excess
Availability" of the DIP Credit Agreement so as to increase it
by $12 million, thereby reducing the Debtors' liquidity cushion
and potentially limiting the Debtors' access to funding under
the DIP Credit Agreement.

Specifically, the parties have agreed to modify the problematic
monthly minimum EBITDA financial covenant test and to provide
the Lenders instead with an enhanced liquidity cushion that is
less likely to create a default situation for the Debtors. The
Amendment will remove the monthly minimum EBITDA financial
covenant test (September 2002 being the last such test) and to
substitute a minimum EBITDA covenant with thresholds more
readily achievable by the Debtors. Under this amendment, the
thresholds will not be tested monthly, but instead only at the
end of months during specific periods which are triggered and
ended as a function of the Excess Availability.

The Debtors were not able to obtain the relief they sought from
the EBITDA test without providing the Lenders with an
alternative means of protection. The Debtors were willing to
agree to the amendment of the "Minimum Excess Availability"
definition because it would not expose them to the same risk of
default as the EBITDA test. Notwithstanding the $12 million
increase, the Debtors' forecast indicates that they will have
ample liquidity through the remaining term of the DIP Credit
Agreement.

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtors in their restructuring
effort. As of its September 21, 2001 report to the Securities
and Exchange Commission, the Debtors listed $403,681,000 in
assets and $1,207,403,000 in debt.


SUNBEAM: Obtains Open-Ended Lease Decision Period Extension
-----------------------------------------------------------
Sunbeam Americas Holdings, Ltd., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which
they must determine whether to assume, assume and assign, or
reject unexpired nonresidential real property leases.

The Court extends the lease decision period through the
confirmation of the Debtors' Chapter 11 Plan.  Currently, the
hearing to confirm the Debtors' Plan is scheduled for
Wednesday, November 20, 2002.

Sunbeam Corporation, the largest manufacturer and distributor of
small appliances, sells mixers, coffeemakers, grills, smoke
detectors, toasters and outdoor & camping equipment in the
United States, filed for chapter 11 protection on February 6,
2001 in the Southern District of New York. George A. Davis,
Esq., at Weil Gotshal & Manges LLP, represents the Debtors in
their restructuring effort.  As of filing date, the company
listed $2,959,863,000 in assets and $3,201,512,000 in debt. In
their Form 8-K dated June 30, 2002, the Debtors report
$1,594,787,000 in assets and $2,498,065,000 in liabilities.


SUN HEALTHCARE: Working Capital Deficit Tops $63MM at Sept. 30
--------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC Bulletin Board: SUHG) announced
its operating results for the third quarter ended September 30,
2002.

Sun reported total net revenues of $479.4 million, operating
losses of $7.9 million and a loss before extraordinary items of
$20.2 million for the three-month period ended September 30,
2002, compared with total net revenues of $494.9 million,
operating income of $17.6 million and income before
extraordinary items of $8.2 million for the three-month period
ended September 30, 2001. The Company operated 239 long-term and
other inpatient care facilities with 27,100 licensed beds on
September 30, 2002, as compared with 260 facilities with 29,153
licensed beds on September 30, 2001.

Sun's results were negatively impacted by a net increase of
professional liability reserves of $20.0 million, of which $13.2
million related to the years 2000-2001 and $6.8 million related
to the year 2002. The vast majority of the adverse change in
this reserve was due to an actuarial change in the industry
loss-trend assumptions used in the most recent analysis rather
than from the Company's change in reported losses. Excluding
this adjustment, Sun's operating income for the three-month
period ended September 30, 2002, would have been $12.1 million,
an increase of $5.6 million over operating income of $6.5
million for the three months ended June 30, 2002.

Sun's revenues from its ancillary operations, which include
SunScript Pharmacy Corporation, SunDance Rehabilitation
Corporation, CareerStaff Unlimited and SunPlus Home Health
Services, Inc., decreased $3.6 million, net from $150.5 million
for the three months ended September 30, 2001, to $146.9 million
for the same period in 2002, and its operating income for those
operations decreased $4.0 million over the same period, from
$18.0 million to $14.0 million. The $3.6 million net decrease
was primarily due to two reasons: 1) the sale of Sun's
respiratory therapy operations in early 2002 which accounted for
approximately $2.4 million in revenues for the same period in
2001; and 2) a decrease of approximately $1.2 million in Sun's
laboratory and radiology operations due to closures in 2002 of
certain under-performing facilities.

Net revenues from the long-term and inpatient care operations,
which comprised 77.3 percent of Sun's total revenue in the third
quarter of 2002, decreased $14.4 million from $384.8 million for
the three months ended September 30, to $370.4 million for the
same period in 2002. The operating income from the long-term and
inpatient care operations decreased $20.1 million from $10.2
million for the three months ended September 30, 2001, to a loss
of $9.9 million for the same period in 2002. Included within the
September 30, 2002 long-term and inpatient care results are $1.4
million of quarterly operating losses generated by nine under-
performing facilities that are expected to be divested within
the next 12 months. Excluding the increase to professional
liability reserves previously mentioned, the operating income
for Sun's long-term and inpatient care operations for the three-
month period ended September 30, 2002 would have been $10.1
million in comparison with $5.5 million for the three months
ended June 30, 2002.

The Company's September 30, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $63
million.

Sun estimates that due to the failure of Congress to extend
certain Medicare reimbursement add-ons as of September 30, 2002,
Medicare reimbursements will decrease by a net annual amount of
approximately $26.6 million for the 12-month period beginning
October 1, 2002, after factoring in the annual market basket
increase in reimbursement levels. The decreased revenue consists
of approximately $24.5 million in the long-term care operations
and $2.1 million in the home health services operations.

"Although the long-term care industry continues to face
significant obstacles, including insufficient reimbursement
levels and increased litigation costs, I am committed to
addressing these challenges. We continue to review our
operations and our costs, and we will take appropriate actions
to mitigate the impact of reimbursement changes, but we will not
take any steps that would jeopardize the quality of care that we
provide in our facilities," said Richard K. Matros, Sun's
Chairman and Chief Executive Officer.

As part of its reorganization process, Sun Healthcare Group will
relocate its executive corporate headquarters from Albuquerque,
New Mexico, to Orange County, California, in the near future.
This move will position Sun's executive team closer to its
primary operating base and professional advisors.

As previously announced, the Company emerged from bankruptcy on
February 28, 2002, and adopted the provisions of fresh-start
accounting effective March 1, 2002. Under these provisions, the
terms of the Company's reorganization plan were implemented,
assets and liabilities were adjusted to their estimated fair
values, and a new entity was deemed created for financial
reporting purposes. As a consequence, the financial results for
the quarter and nine months ended September 30, 2002, are
generally not comparable to the financial results for the same
periods in the prior year.

Sun's senior management will hold a conference call to discuss
the Company's third quarter operating results today, November
18, at 11 a.m. EST / 8 a.m. PST. To listen to the conference
call, dial (877) 516-8526. A recording of the conference call
will be available from 1 p.m. EST on November 18 until midnight
EST on November 25 by calling (800) 642-1687.

Currently headquartered in Albuquerque, New Mexico, Sun
Healthcare Group, Inc., owns many of the country's leading
healthcare providers. The corporate executive headquarters will
be located in Orange County, California in the near future.
Through its wholly-owned SunBridge Healthcare Corporation
subsidiary and its affiliated companies, Sun's affiliates
together operate more than 235 long-term and postacute care
facilities in 25 states. In addition, the Sun Healthcare Group
family of companies provides high-quality therapy, pharmacy,
home care and other ancillary services for the healthcare
industry. More information is available on the Company's Web
site at http://www.sunh.com


SWAN TRANSPORTATION: Signs-Up Bracewell & Patterson as Counsel
--------------------------------------------------------------
Swan Transportation Company asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to retain
Bracewell & Patterson, LLP, as substitute lead counsel in this
chapter 11 case, effective as of August 19, 2002.

Bracewell & Patterson's professionals presently designated to
represent the Debtor and their current hourly rates are:

          Samuel M. Stricklin      $350 per hour
          John C. Leininger        $200 per hour

The professional services that Bracewell & Patterson will render
include:

  a. Providing legal advice 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. Pursuing confirmation of a plan of reorganization and
     approval of an associated disclosure statement;

  c. Commencing and prosecuting any and all necessary and
     appropriate actions and/or proceedings on behalf of the
     Debtor and its assets and property;

  d. Preparing on behalf of the Debtor all necessary
     applications, motions, answers, orders, reports, and other
     legal papers;

  e. Appearing in court to protect the interests of the Debtor
     and its estate; and

  f. Performing all other legal services for the Debtor that may
     be necessary and proper in this chapter 11 proceeding and
     in the Debtor's general business operations and financial
     affairs.

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.


SYMPHONIX DEVICES: Board Adopts Liquidation & Dissolution Plan
--------------------------------------------------------------
Symphonix Devices, Inc., (Nasdaq: SMPX) said its Board of
Directors has unanimously deemed advisable the dissolution of
the company and approved a plan of complete liquidation and
dissolution of its business. The Board of Directors made this
decision after an unsuccessful process of pursuing various
strategic alternatives, including potential partner arrangements
and a sale of the company outright.

Kirk Davis, CEO and a Director of the company stated, "The slow
market adoption of the Vibrant Soundbridge combined with the
difficult current financing environment has led us to make this
very difficult decision. However, upon careful consideration
from our Directors, Officers and advisors, we believe that this
action is in the best interests of our stockholders."

Symphonix expects to submit the plan of complete liquidation and
dissolution of its business to stockholders for approval at a
special meeting of the stockholders to be held on a future date
to be set by the Board of Directors.


TRENWICK GROUP: A.M. Best Hatchets Units' Fin'l Strength Ratings
----------------------------------------------------------------
A.M. Best Co., has downgraded the financial strength ratings of
Trenwick Group Ltd.'s (Bermuda) (NYSE: TWK) various operating
subsidiaries.

Concurrent with these actions, the debt ratings relating to
securities issued by various holding companies within the group
have also been downgraded. All ratings remain under review with
negative implications.

These rating actions follow A.M. Best's downgrade of the group's
financial strength and debt ratings on October 18, 2002, due to
concerns with the insurance subsidiaries' operating leverage and
the constricted financial flexibility of the group. The
company's third quarter 2002 earnings release reported $137
million in net losses for the quarter, which included $90.7
million of reserve strengthening for prior accident years and a
$54.5 million write-down of its deferred tax asset. These
actions further compound the company's already stressed
financial position. Further, the company is currently undergoing
an external actuarial review of its loss reserves.

Significant uncertainty remains concerning the company's ability
to renew its letter of credit facility to support its Lloyd's
operation for 2003 and to service its $75 million senior note
obligations which come due in April 2003.

The company has triggered an event of default with regard to its
current letter of credit facility but has just announced a
forbearance agreement whereby its credit providers will refrain
from enforcing their rights to require the company to
collateralize the outstanding letters of credit issued under
this agreement until November 22, 2002, unless certain new
covenants are breached. If Trenwick is unable to renew this
credit facility by November 22, 2002, it will likely not be able
to participate in the Lloyd's market in 2003, further inhibiting
its ability to generate revenues and cash flow to support the
debt obligations of its holding companies.

A.M. Best will continue to monitor Trenwick's progress with
regard to negotiations of its credit facility, its ability to
meet near-term debt obligations, adequacy of the company's loss
reserves, as well as any further operating issues which may
arise. Due to the considerable uncertainties which remain, all
ratings remain under review with negative implications.

The financial strength ratings have been downgraded to B- (Fair)
from B+ (Very Good) for the following subsidiaries of the
Trenwick Group:

     Trenwick America Reinsurance Corporation
     Trenwick International Limited
     LaSalle Re Limited
     Insurance Corporation of New York
     Dakota Specialty Insurance Company

The financial strength rating has been lowered to C++ (Marginal)
from B (Fair) for the following subsidiary of the Trenwick
Group:

     Chartwell Insurance Company

The following debt ratings have been downgraded to "ccc+" from
"bb-":

     Trenwick America Corporation

     -- on $75 million 6.7% senior notes, due April 2003
        (guaranteed by Trenwick Group, Ltd.)

     -- on senior unsecured debt under shelf registration

The following debt ratings have been downgraded to "cc" from
"b-":

     Trenwick Capital Trust I

     -- on $110 million 8.82% subordinated capital securities,
        due 2037

     LaSalle Re Holdings

     -- on $75 million Series A preferred shares

The following indicative debt ratings have been downgraded:

     Trenwick Group Ltd.--

Securities available under shelf registration:

     -- to "ccc+" from "bb-" on senior unsecured debt

     -- to "ccc-" from "b+" on subordinated debt

     -- to "cc" from "b-" on preferred stock

     Trenwick America Capital Trust I, II and III

     -- to "cc" from "b-" on preferred securities

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


TRENWICK GROUP: Lenders Agree to Forbear Until November 22, 2002
----------------------------------------------------------------
Trenwick Group Ltd., has entered into a forbearance agreement
with its letter of credit providers with respect to the current
events of default under Trenwick's bank credit facility.

In the forbearance agreement, the letter of credit providers
agree to refrain from enforcing their rights or remedies under
the credit agreement until November 22, 2002, or earlier if
there is another default under the credit facility or the
forbearance agreement, a third party exercises any right of
action against Trenwick for a debt in excess of $5 million or
other material obligation or Trenwick takes an action which the
letter of credit providers reasonably consider to be materially
adverse to their interests.

In consideration for the forbearance of the letter of credit
providers, Trenwick agreed, among other things, to refrain from
making certain payments or distributions, and to facilitate a
meeting of the letter of credit providers and Lloyd's.

Trenwick continues to discuss with its current letter of credit
providers the renewal for an additional year of its $226 million
letter of credit facility in support of its Lloyds' operations.
Background Information

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London-based insurer and at Lloyd's.


US AIRWAYS: Obtains Court Nod to Sign J.B. Webb Change Orders
-------------------------------------------------------------
US Airways Group Inc., seeks the Court's authority to negotiate
and sign approximately $11,000,000 to $12,000,000 in Change
Orders to its contract with Jervis B. Webb Company.  The Change
Orders are necessary to complete the Baggage Handling System in
the new international terminal project at the Philadelphia
International Airport.  The Change Orders are also necessary to
comply with federal screening requirements for checked baggage
for explosives, which is a condition to opening the Philadelphia
International Terminal Project.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells Judge Mitchell that the Debtors oversee certain
construction projects whereby they manage and monitor the
construction process and act as a conduit for payment remittance
to various contractors.  These arrangements are called Pass
Through Projects.  The construction of the Philadelphia
International Terminal Project, where the Debtors are overseeing
its construction on behalf of the Philadelphia Authority for
Industrial Development and the City of Philadelphia, is a Pass
Through Project.  As part of their management responsibilities,
the Debtors enter into contracts with the contractors, oversee
and coordinate the design process and construction, and review
and verify whether or not invoiced work has been performed or
bids and services have been provided.

The Debtors communicate this verification and submit invoices to
the bond trustee who is responsible for processing the invoices
and remitting payments to the contractors and other parties who
perform work or provide goods and services for the project.

Mr. Butler reminds Judge Mitchell that the Debtors previously
sought and obtained the Court's authority to continue to manage
and monitor the Pass Through Projects, including the
Philadelphia International Terminal Project.

The baggage handling system that is part of the Philadelphia
International Terminal Project is an integral component of the
project.  US Airways, Inc. and Jervis B. Webb Company entered
into a contract dated June 8, 2000 for the design, engineering,
manufacture, and installation of the new BHS for the
Philadelphia International Terminal Project.  The original
contract price was $18,962,000 and the original schedule
completion date was April 15, 2002. The majority of the work
under the original BHS Contract has been completed.

In the wake of the September 11 tragedy, Congress passed the Air
Transportation Safety and Stabilization Act, which requires
airport operators to ensure that every checked bag passes
through security screening before loading onto passenger
aircraft.  This requirement was not part of the original BHS
Contract and implementing the Congressional mandate has required
the redesign of outbound baggage to allow for 100% security
screening.  Based on preliminary designs and estimates, the
impact of the security screening changes will be approximately
$11,000,000 to $12,000,000, although the design is only now
being finalized and the final price remains to be negotiated.
PAID's and the City of Philadelphia's approval is a condition to
any final Change Order between the Debtors and Webb.

The Debtors believe that entry into the Change Order constitutes
an ordinary course of business transaction.  Out of an abundance
of caution, however, Webb has refused to enter into the Change
Order without authorization from the Court.

For schedule, cost and technical reasons, the Debtors believe
that Webb is the best contractor to complete the BHS work.  The
BHS is a highly intricate system with extensive, multi-million
dollar computer software and logic controls, much of which has
already been engineered.  The security screening work will
require substantial modifications and additions to already
completed work making Webb the logical and most cost effective
choice.

The Philadelphia International Terminal Project cannot be
completed without a functioning BHS that complies with federal
requirements.  Accordingly, the security screening Change Order
and the continued work under the base contract confer a
substantial benefit on the Debtors' estates by permitting
completion of this project.

                        *   *   *

Convinced, Judge Mitchell grants the Debtors' request. (US
Airways Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2
for real-time bond pricing.


TRISM INC: Solicitation Exclusivity Extended through February 11
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, Trism, Inc., and its debtor-affiliates obtained an
extension of their exclusive period to solicit acceptances of
their Liquidating Chapter 11 Plan from creditors, through
February 11, 2003.

As previously reported in the Troubled Company Reporter's July
30, 2002 Issue, the Debtors filed their Liquidating Chapter 11
Plan and the accompanying Disclosure Statement with the Court on
June 28, 2002.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri. Laurence M. Frazen, Esq., at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


VISKASE COMPANIES: Case Summary and 13 Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Viskase Companies, Inc.
             625 Willowbrook Centre Parkway
             Willowbrook, Illinois 60527

Bankruptcy Case No.: 02-44669

Type of Business: Viskase Companies, Inc., has its major
                  interests in food packaging. Principal
                  products manufactured are cellulosic and
                  nylon casings used in the preparation and
                  packaging of processed meat products.

Chapter 11 Petition Date: November 13, 2002

Court: Northern District of Illinois

Judge: John D. Schwartz

Debtors' Counsel: Harold L. Kaplan, Esq.
                  Jeffrey M. Schwartz, Esq.
                  Gardner, Carton, & Douglas
                  321 North Clark Street, Suite 3400
                  Chicago, Illinois 60610
                  Tel: 312-644-3000

                       -and-

                  Allan S. Brilliant, Esq.
                  Milbank, Tweed, Hadley & McCloy LLP
                  1 Chase Manhattan Plaza
                  New York, New York 10005-1413
                  Telephone: 212-530-5000
                  Fax: 212-530-5219

Total Estimated Assets: $460,014,011 (as of Nov. 6, 2002)

Total Estimated Debts: $207,935,190 (as of Nov. 6, 2002)

Debtors' 13 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
25% Senior Notes due 2001  Bond Debt              $163,060,030
Bankers trust Company
Corporate Trust Company
Attn: Yana Kalachikova,
Account Administrator
Four Albany Street
New York, NY 10006
Tel: 201-593-6835
Fax: 201-593-6443

Bear Stearns Securities    Trade Debt                      $48
Corp.

CenterPoint Realty         Guaranty                    Unknown
Services Corp.

Crawford & Co.             Trade Debt                  Unknown

Credit Suisse First        Trade Debt                  Unknown
Boston

Natividad Salgado          Workers' Compensation Claim Unknown

The Depository Trust Co.   Trade Debt                  Unknown

Deutsche Bank Trust Co.    Trade Debt                  Unknown
Americas (f/k/a Bankers
Trust)

Emkey, Inc.                Trade debt                  Unknown

GE Capital Services        Guaranty                    Unknown

Illinois Department of     Disputed Tax Claim          Unknown
Revenue

LeBoeuf, Lamb, Green &     Trade Debt                  Unknown
MacRae

Ripes, Nelson, Maggot      Trade Debt                  Unknown
& Kalobratsos, P.C.


VITAMIN SHOPPE: S&P Rates Planned $125MM Senior Sec. Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured rating to Vitamin Shoppe Industries Inc.'s proposed $125
million bank loan, which consists of a $110 million term loan
and a $15 million revolving credit facility. Concurrent with the
closing of this offering, the company is being acquired by
affiliates of Bear Sterns Capital Partners II L.P., in a LBO.
The net proceeds will be used to pay a portion of the cash
consideration to existing stockholders under the agreement.

Standard & Poor's also assigned its 'B+' corporate credit rating
to Vitamin Shoppe. The outlook is negative. North Bergen, New
Jersey-based Vitamin Shoppe is a multi-channel retailer and
direct marketer of vitamins, minerals, and supplements, and
other nutritional products, with 118 retail stores and a
nationally circulated catalog and Web site.

"The ratings on Vitamin Shoppe reflect the company's small size
in the highly competitive and fragmented retail vitamin
industry, the risks associated with its rapid store expansion, a
narrow product focus, and limited liquidity. These risks are
partially offset by the company's broad product offering and
multi-channel distribution," said Standard & Poor's credit
analyst Robert Lichtenstein.

Operating performance improved in the first nine months of 2002
and all of 2001, after two years of large declines in
profitability. The declines were primarily related to heavy
marketing expenses incurred to promote its Vitamin Shoppe.com
business, which it launched in 1998. In addition, the company's
rapid growth, which included new stores and infrastructure
investments also negatively affected profitability in previous
years.

The negative outlook reflects the company's limited liquidity
position and small revolving credit facility to offset any
operating problems that may arise amid its aggressive expansion
in the highly competitive retail vitamin industry.


WATTAGE MONITOR: Proceeds with Liquidation of Remaining Assets
--------------------------------------------------------------
Wattage Monitor Inc., (OTC: WMON) filed Form 15 with the
Securities and Exchange Commission in order to terminate
registration of its common stock under the Securities Exchange
Act of 1934. Upon filing Form 15, the Company's obligation to
file any periodic reports with the Securities and Exchange
Commission will be immediately suspended. The Company expects
that 90 days from the date of such filing, or such earlier date
as the Securities and Exchange Commission approves the Company's
deregistration of its securities, its common stock will no
longer be quoted on the OTC Bulletin Board.

As set forth in previous filings with the SEC, the company
ceased operations in the second quarter of 2002 and is in the
process of liquidating its remaining assets. Efforts to find a
buyer for the company or all of its assets as a going concern
have proven unsuccessful. The Company's existing cash resources
added to even the most optimistic view of the liquidation value
of its assets indicate that the total pool of resources will be
considerably less than the Company's existing and contractual
liabilities.


WEIRTON STEEL: Annual Shareholders Meeting Scheduled for Dec. 11
----------------------------------------------------------------
An Annual Meeting of Stockholders of Weirton Steel Corporation,
a Delaware corporation, will be held at The Serbian-American
Cultural Center, 1000 Colliers Way, Weirton, West Virginia
26062, on Wednesday, December 11, 2002, at 6:00 p.m., for the
following purposes:

     1. To elect six directors to the Board of Directors,
        consisting of three Class II Directors to serve for a
        two-year term until the 2004 Annual Meeting of
        Stockholders, or until their respective successors are
        duly elected and qualified, and three Class III
        Directors to serve for a three-year term until the 2005
        Annual Meeting of Stockholders, or until their
        respective successors are duly elected and qualified.

     2. To approve an amendment to Article Fifth of the Restated
        Certificate of Incorporation, as amended, and a related
        change to the By-Laws, to reduce the size of the Board
        of Directors from 14 persons to nine persons consisting
        of five independent directors, two management directors
        and two union directors, to become effective immediately
        following the Annual Meeting.

     3. To consider and vote upon proposals related to the
        Restated Certificate of Incorporation to be contingent
        and effective in the future only upon the occurrence of
        a "transformative event," which means (i) a significant
        acquisition or investment in steel industry assets or
        businesses, (ii) which is funded in part by new
        investment resulting in a change of control of the
        Company, and (iii) which contains satisfactory
        collective bargaining arrangements, all as approved by
        at least 90% of the Board of Directors, as follows:

       a.  To adopt a new Restated Certificate of Incorporation
           in its entirety;

       b.  To increase the authorized common stock to
           250,000,000 shares and the preferred stock to
           25,000,000 shares;

       c.  To establish a single class of directors and to
           provide flexibility in determining the number and
           qualifications of directors, provided that two or at
           least 20% of the directors are designated by the
           union; and

       d.  To provide generally that required stockholder
           approval with respect to fundamental changes and
           other transactions conform to the voting requirements
           of the Delaware General Corporation Law.

     4. To ratify the appointment of KPMG LLP as independent
        public accountants for the fiscal year ending December
        31, 2002.

     5. To consider and act upon any other matters which
        properly may come before the meeting or any adjournment
        thereof.

Approval of each of proposals 3(a) through 3(d) is conditioned
upon the approval of all of the Contingent Charter Proposals. In
the event that any of the Contingent Charter Proposals is not
approved by the Company's stockholders, the Company's existing
Restated Certificate of Incorporation, as amended, will remain
in effect without further amendments.

In accordance with the provisions of the By-Laws, the Board of
Directors has fixed the close of business on October 18, 2002,
as the date for the determination of the holders of record of
stock entitled to notice of and to vote at the Annual Meeting.

Weirton Steel reported a total shareholders equity deficit of
about $562.5 million, as of September 30, 2002.


WESTERN UNITED: A.M. Best Cuts Financial Strength Rating to B-
--------------------------------------------------------------
A.M. Best Co., hatchets its financial strength ratings of
Spokane, Washingto-based Western United Life Assurance Company,
and its affiliates Old Standard Life Insurance Company and Old
West Annuity and Life Insurance Company to B- (Fair) from B
(Fair), Best Wire reports. The outlook for the ratings, A.M.
Best says, is stable.

According to the rating agency, its rating action is reflective
of significant concentration of real estate investments in
relation to capital and its impact on the Company's liquidity.
"[T]hese actions consider the increased debt levels and
operating performance of both parent organizations, Metropolitan
Mortgage & Securities Company, Inc., and Summit Securities,
Inc.," A.M. Best says.

A.M. Best explains, "Over the last two years, despite a
significant amount of new capital contributed to the companies
by their parent organizations, the overall investment and
insurance risk profiles have remained high. The insurance
companies' significant investment in mortgages, mortgage-backed
bonds and real estate (predominantly from foreclosures) relative
to surplus reflects the recent change in the overall investment
focus. Previously, their strategy focused mainly on residential
(primarily sub-prime) mortgages, which were securitized.
However, the current shift to a buy-and-hold strategy of small
residential mortgage notes and specialized commercial mortgages,
has led to increased real estate holdings at the life and
holding companies. A.M. Best views with concern the resulting
increased liquidity risk of the companies and the possible
mismatch of assets to interest-sensitive annuity reserves.
Furthermore, the mono-line (annuity) profiles of the companies
present a concentration risk."

"Both parents have increased their debt level, and A.M. Best
views them as highly leveraged. While the parents have reported
improved earnings in 2002, A.M. Best is concerned about the
sustainability of their earnings as the improvements partially
relate to the decrease in loan loss reserves a result of the
change in their loan loss assumptions. Additionally, affecting
earnings positively are the reduction of deferred acquisition
costs amortization due to the increased yield the companies are
projecting to earn and sales of real estate and other assets
(some of which are inter-group activity). Although the companies
are currently obtaining a higher investment yield and have a
lower loan to value in their non-conforming commercial lending
program, there is an increased level of default risk.

"Offsetting these rating considerations are the various
companies' historic profitability, their positive premium growth
pattern and the ability to retain their core individual annuity
line of business, which has adequate surrender charge
protection."


WILLIAMS COS.: Q3 2002 Results Swing-Down to Net Loss of $294MM
---------------------------------------------------------------
Williams (NYSE: WMB) announced an unaudited third-quarter 2002
net loss of $294.1 million, compared with restated net income of
$221.3 million for the same period last year. A significant
factor in the current-period results was a $387.6 million
segment loss in the energy marketing and risk management
business.

The 2002 results include 22 cents per share for income from
discontinued operations, compared with 5 cents per share for the
same period last year.

Income from discontinued operations for third-quarter 2002
includes the after-tax results of operations, gains from sales
and impairment charges for certain assets that have been sold or
were approved for sale in the third quarter. These assets
include Central, Mid-America and Seminole pipelines and the
soda-ash operations. Prior-year results have been restated to
conform to current-year reporting for discontinued operations.

The company reported an unaudited recurring third-quarter net
loss of 40 cents per share, compared with restated net income of
59 cents per share in the same period last year. A
reconciliation of the company's loss from continuing operations
to its recurring loss accompanies this news release.

"Our third-quarter consolidated financial results reflect
difficult market conditions and the impact of actions we're
taking to strengthen our company. They also illustrate the scale
of the opportunity we are working to capture by reshaping our
company's business platform to significantly reduce our
financial risk and liquidity requirements," said Steve Malcolm,
chairman, president and CEO. "While we're intently focused on
strengthening our company, it's important to recognize that the
ongoing businesses that are core to Williams' future recorded a
significant increase in period-over-period segment profit for
the third quarter.

"Since July 1, we've made significant progress on a couple of
fronts that are important to our future:

     -- "Earlier this week, we executed a settlement agreement
with California and other parties in the West that would
solidify our long-term contracts to sell energy, preserve the
substantial value of those contracts, and resolve related state
and private litigation as well as state investigations. All of
those outcomes improve our opportunity to sell or assign all or
a portion of our California portfolio," Malcolm said. The
settlement is subject to various conditions, including certain
court and Federal Energy Regulatory Commission approvals, and
the completion of due diligence by the California attorney
general.

     -- "And we announced or closed the sale of assets -- two
liquids pipelines, a wholly owned natural gas pipeline and an
interest in two others, certain exploration and production
properties, an LNG facility, a natural gas gathering system, an
interest in a Lithuanian oil complex and retail TravelCenters --
that are expected to generate $2.6 billion in cash," Malcolm
said.

"We still have work to do. Chiefly, we are marketing other non-
core assets and we are continuing the process of selling or
joint-venturing parts of our energy marketing and risk
management business, but there is no new information to share on
either front today."

During the third quarter 2002, Williams recorded a $408.7
million loss from continuing operations. That loss includes pre-
tax impairment charges of $432.6 million associated with certain
Petroleum Services assets and an additional $22.9 million
writedown of amounts due from WilTel Communications Group
(OTC: WTELV), whose federal bankruptcy court-approved
reorganization plan went into effect in October. Partially
offsetting those amounts was a $143.9 million pre-tax gain from
the sale of certain Exploration & Production properties and a
$58.5 million pre-tax gain from the sale of an interest in a
Lithuanian oil complex. The third quarter of 2001 included a
$94.2 million pre-tax writedown of investments that were deemed
to be other than temporary.

Included in $114.6 million third-quarter 2002 income from
discontinued operations are pre-tax impairment charges of $135.1
million related to the Central gas pipeline and soda-ash
operations. Also included are pre-tax gains of $304.6 million
from the sale of the Mid-America and Seminole pipelines.

The company filed its Form 10-Q Thursday with the Securities and
Exchange Commission. The document will be available on both the
SEC's and Williams' Web sites.

Since the company's last earnings report, it has realigned its
organization to create increased focus on its Exploration &
Production and Midstream Gas & Liquids businesses. Those two
units, along with Gas Pipeline and the company's investment in
Williams Energy Partners (NYSE: WEG), serve as the foundation of
Williams' business for the future.

"As prominent drivers in Williams' future, it's appropriate to
structure our organization in a way that should facilitate
increased focus on our core businesses," Malcolm said. "This
move demonstrates the important contribution that we expect
Exploration & Production and Midstream Gas & Liquids to make."

With the elevation of those two businesses, the company
eliminated the Energy Services organizational and reporting
structure under which Petroleum Services and International also
reported. If the company is successful in executing its planned
asset sales and/or assignments, those units, as well as Energy
Marketing & Trading, would cease to exist in their current
forms.

In conjunction with those organizational moves, Williams named
Phil Wright as chief restructuring officer, a new position with
accountability for selling assets and reducing costs. Wright
previously served as president and CEO of the Energy Services
business group. Wright reports directly to Malcolm, as do the
senior vice presidents of Exploration & Production, Ralph Hill;
Midstream Gas & Liquids, Alan Armstrong; and Gas Pipeline, Doug
Whisenant.

The following is a summary of the third-quarter results for
businesses Williams considers core to its future:

Gas Pipeline, which provides natural gas transportation and
storage services through systems that span the United States,
reported third-quarter 2002 segment profit of $172.6 million vs.
$101.8 million for the same period last year.

Segment profit increased primarily because of the benefit of
rate refund liability reductions and other adjustments of $44.1
million related to the finalization of rate proceedings at
Transco and Texas Gas. Segment profit also improved because of
increased gas-transportation revenues from new expansion
projects and the benefit of new transportation rates for Transco
and Texas Gas.

Exploration & Production, which includes natural gas production,
development and exploration in the U.S. Rocky Mountains, San
Juan Basin and Midcontinent, reported third-quarter 2002 segment
profit of $231.8 million vs. $65.0 million for the same period
last year.

The sale of the Jonah Field and Anadarko Basin natural gas
properties resulted in gains of $143.9 million. The increase
also reflects higher production revenues. Those revenues
increased in part because of a 34 percent increase in net
production volumes as a result of the acquisition of Barrett
Resources in August 2001 and increased production volumes from
other core production areas. Production revenues also increased
because of 21 percent higher net realized average prices over
the same period last year.

Midstream Gas & Liquids, which provides gathering, processing,
natural gas liquids fractionation, transportation and storage
services, and olefins production, reported third-quarter 2002
segment profit of $104.0 million vs. a restated segment profit
of $69.5 million for the same period last year.

The increase resulted primarily from higher natural gas liquid
margins in both domestic and Canadian operations, increased
equity earnings from an investment in the Discovery pipeline
project, and the continued growth of business in the deepwater
Gulf of Mexico.

Williams Energy Partners, which reflects the company's
investment in the master limited partnership whose corporate
structure is independent of Williams, reported third-quarter
segment profit of $13.4 million vs. $27.1 million for the same
period last year. The decline was primarily because of increased
environmental expense accruals.

Here are results for Williams' other businesses:

Energy Marketing & Trading reported a third-quarter 2002 segment
loss of $387.6 million vs. segment profit of $356.9 million for
the same period last year.

The segment loss primarily reflects the decline in the forward
mark-to- market value of Energy Marketing & Trading's portfolio.
That decline resulted in large part from this unit's continued
limited ability to exercise hedging strategies because of credit
constraints coupled with continued declines in the credit of the
business sector overall. Additionally, the loss includes a $74.8
million reduction in fair value of certain portions of the
portfolio, reflecting information obtained through negotiation
activities with potential buyers.

Petroleum Services, which includes refining, retail petroleum
and bio-energy, reported a third quarter 2002 segment loss of
$406.2 million vs. segment profit of $42.4 million for the same
period a year ago.

The segment loss includes $432.6 million of impairment charges
related to assets being considered for sale. The impairments
include $176.2 million for the Memphis refinery; $112.1 million
for the TravelCenter business; and $144.3 million for bio-energy
operations. Additionally, this segment reported lower refining
and marketing profits because of narrowing crack spreads -- the
price difference between refined and unrefined products -- and
reduced segment profit from bio energy operations due to
increased product costs.

Williams has previously announced that it is considering the
sale of a significant portion of the assets in this business
segment. In October 2002, Williams reached an agreement to sell
its retail-petroleum TravelCenters business for approximately
$190 million in cash in a transaction that is expected to close
by year-end.

                    DOJ Investigation Concluded

On another matter, Williams announced today that it has received
notice that the U.S. Department of Justice antitrust division
has closed its approximately 18-month investigation of a
capacity agreement between Williams and The AES Corp (NYSE: AES)
and will take no action.

This action is unrelated either to the settlement with
California that Williams announced earlier this week or the
request for information the company is responding to under
subpoena from the U.S. Attorney in the Northern District of
California.

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity. Based in Tulsa, Okla., Williams' operations
span the energy value chain from wellhead to burner tip. Company
information is available at http://www.williams.com

                           *   *   *

As reported in Troubled Company Reporter's August 5, 2002
edition, Fitch Ratings revised its Rating Watch Status for The
Williams Companies, Inc.'s outstanding credit ratings to
Evolving from Negative.

Summary of outstanding ratings affected by S&P's action:

                 The Williams Companies, Inc.

          --'B-' senior unsecured notes and debentures;

          --'B-' feline PACs;

          --'B' short-term rating.

                       WCG Note Trust

          --'B-' senior notes.

                   Northwest Pipeline Corp.

          --'BB-' senior unsecured notes and debentures.

                  Texas Gas Transmission Corp.

          --'BB-' senior unsecured notes and debentures.

                Transcontinental Gas Pipe Line Corp.

          --'BB-' senior unsecured notes and debentures.


WISCONSIN AVE: Fitch Affirms BB/B Ratings on Two Note Classes
-------------------------------------------------------------
Wisconsin Avenue Securities' subordinate REMIC pass-through
certificates, series 1997-M8, $3.7 million class B and $1.2
million class C are affirmed at 'BB' and 'B', respectively, by
Fitch. The $34.9 million class A-1, $131.0 million class A-2,
$13.4 million class A-3, and interest-only classes X-1 and X-2
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are
not rated by Fitch. The rating affirmations follow Fitch's
annual review of the transaction, which closed in October 1997.

The certificates are collateralized by 148 mortgage loans, which
are secured by cooperative apartment buildings. The properties
are located in four states and Washington, D.C. By loan balance,
58% of the pool is located in Manhattan and 96% is located
within the New York City metropolitan area. Fitch viewed this
concentration positively because cooperatives within the New
York City market have performed extremely well historically. As
of the October 2002 distribution date, the pool's aggregate
principal balance has decreased by approximately 6.1% to $184.2
million from $196.2 million at closing. Eleven loans have paid
off and there are currently no delinquencies or specially
serviced loans.

NCB, FSB, the master servicer, received year-end 2001 operating
statements on approximately 74% of the outstanding balance. The
year-end (YE) 2001 stressed weighted-average debt service
coverage ratio (DSCR) increased to 4.35 times (x) vs. 4.21 at YE
2000 and 4.11x at closing. 5.4% of the pool had year-end 2001
DSCR's below 1.00x. The DSCR's were calculated based on Fitch
stressed mortgage constants and NOI derived from hypothetical
market rental income (rather than cooperative revenues) less
actual expenses. The hypothetical market rental income is based
on conservative market rental rates and, wherever applicable,
regulated rates, at closing. Fitch views this positively since
New York City has experienced a very strong rental market over
the last five years.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


WORLDCOM INC: Wants EDS' Prompt Payment of $80.3-Mil. GNOA Fees
---------------------------------------------------------------
On October 22, 1999, MCI WorldCom Communications Inc. and
Electronic Data Systems executed an 11-year Global Network
Outsourcing Agreement, pursuant to which MCI WorldCom
Communications Inc. sold EDS various telecommunication services.
At the same time, MCI WorldCom Network Services, Inc. and EDS
executed the Global Information Technology Services Agreement,
under which EDS provided MCI WorldCom Network Services Inc.
various information technology services.

Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
asserts that the GNOA and the GITSA constitute separate and
distinct agreements.  In the negotiation and execution of the
GNOA and GITSA, EDS and the WorldCom entities agreed to create
two discrete and independent contracts as opposed to one
unitary, integrated contract.  Moreover, the WorldCom entities
that are parties to these two contracts are different.  WorldCom
Communications executed the GNOA while WorldCom Network Services
executed the GITSA.  The GNOA and GITSA do not contain
cross-default or cross-termination provisions.

In December 2000, EDS claimed that it had terminated the GNOA
and at the same time, adopted the position that the GITSA was
still in full force and effect because it was an agreement that
was separate and distinct from the GNOA.  An arbitrator later
ruled that EDS' attempted termination of the GNOA was improper
and that the GNOA remained in full force and effect.

Since its bankruptcy filing, Mr. Walsh relates that MCI WorldCom
has continued to render services to EDS pursuant to the GNOA and
has invoiced EDS for those services.  However, EDS has failed to
pay $80,317,082.45 due and owing under the GNOA for services
rendered through September 30, 2002, including a substantial sum
due and owing for postpetition invoices issued.

Accordingly, MCI WorldCom asks the Court to compel EDS to pay
invoices for services totaling $80,317,082.45, plus all accrued
late payment charges.

In an August 28, 2002 letter from EDS' counsel to the Debtors'
counsel, EDS explained that the reason it was not making
postpetition payments to MCI WorldCom under the GNOA was that
EDS was attempting to recoup amounts that were allegedly due to
EDS under the GITSA prepetition.  Mr. Walsh notes that the EDS
Letter improperly characterizes the GNOA and the GITSA as a
single "outsourcing agreement."

Mr. Walsh reports that WorldCom Network Services has paid its
postpetition invoices under the GITSA.  On the other hand, EDS
has failed to make any postpetition payments under the GNOA in a
transparent and wrongful attempt to recover prepetition amounts
that EDS claims are due under the GITSA.  EDS has failed and
refused to invoke any valid dispute mechanism pursuant to the
GNOA's terms, and has also failed to give any other explanation
for its failure to make its required postpetition payments under
the GNOA.  "EDS is not excused from postpetition performance of
its obligations under executory contracts that the Debtors have
not rejected," Mr. Walsh asserts.

It is undisputed that EDS has failed to pay $80,317,082.45 in
invoices issued by MCI WorldCom to EDS for services under the
GNOA.  Accordingly, Mr. Walsh believes that EDS should be
compelled to perform its obligations under the GNOA and pay the
invoices, including all accrued late payment charges.  Absent
this order from the Court, EDS will continue to disregard its
obligations under the GNOA to pay the invoices for services
rendered.

Mr. Walsh argues that EDS's apparent reliance on the doctrine of
recoupment to excuse its failure to pay postpetition invoices
issued under the GNOA is misplaced.  EDS has attempted to fold
the discrete and independent GNOA and GITSA contracts into a
single "outsourcing agreement" to create a viable factual
predicate for recoupment.  The "outsourcing agreement" construct
is inconsistent with the plain language of the GNOA and GITSA
contracts, as well as the position previously taken by EDS.

The doctrine of recoupment is inapplicable when the payment
obligations of the debtor and non-debtor party arise under
stand-alone contracts that concern different subjects and are
not mutually dependent.  Mr. Walsh tells the Court that the
claims at issue arise from two separate contracts with distinct
subject matters that involve two different WorldCom entities.
Moreover, EDS conceded that the GNOA and the GITSA are separate
contracts creating independent legal obligations when it
attempted to terminate the GNOA but keep the GITSA in full force
and effect. EDS cannot establish the factual and equitable
prerequisites for invoking the doctrine of recoupment to excuse
its failure to perform its postpetition contractual payment
obligations under the GNOA.

Mr. Walsh argues that EDS's failure to pay invoices issued under
the GNOA is not excused by the operation of setoff principles
because there is an absence of mutuality among the parties to
the obligations at issue.  The GNOA is a contract between EDS
and MCI WorldCom while the GITSA is a contract between EDS and
WorldCom Network Services.  MCI WorldCom and WorldCom Network
Services are separate and distinct legal entities.  Accordingly,
the party to whom EDS is indebted under the GNOA is not the same
entity as the party obligated to EDS under the GITSA.

"Mutuality also is lacking in this case because prepetition
claims against a debtor may not be set off against postpetition
obligations owed to another debtor," Mr. Walsh adds.  A
substantial portion of the indebtedness that EDS owes to MCI
WorldCom under the GNOA arose postpetition, whereas the debt
that WorldCom Network Services allegedly owes to EDS under the
GITSA arose prepetition.

Even if mutuality were present in this case, Mr. Walsh insists
that EDS cannot properly set off the debts at issue because it
has not yet secured relief from the automatic stay.  It is
axiomatic that a party must obtain relief from the automatic
stay before it may assert its set-off rights.  "It is beyond
question that EDS has not requested relief from the automatic
stay to pursue any alleged set-off rights in this case," Mr.
Walsh says. (Worldcom Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOM06USN1) are trading between 23.5 and 23.75 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USN1
for real-time bond pricing.


XO COMMS: Court Confirms Stand-Alone Reorganization Plan
--------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXOQ) announced that the U.S.
Bankruptcy Court for the Southern District of New York confirmed
the company's stand-alone plan of reorganization on Friday,
November 15, 2002, setting the stage for XO to implement that
plan and emerge from the Chapter 11 bankruptcy proceedings upon
receipt of necessary state and federal regulatory approvals.

XO expects to emerge from bankruptcy with a strong balance sheet
appropriate for today's business environment. As of September
30, 2002, XO had cash and cash equivalents on hand of
approximately $554 million dollars.

Under the stand-alone plan, restructured XO's long-term debt
will be approximately $500 million, but cash interest payments
on that debt will not be required until XO achieves specified
financial targets. Entities controlled by Carl C. Icahn
currently hold approximately 85 percent of XO's senior secured
debt and over $1.33 billion face amount of XO's senior notes.

These entities will hold more than 80% percent of the newly
issued equity in the company upon completion of the
restructuring.

"Confirmation of our plan of reorganization validates our
restructuring strategy and allows us, upon completion of the
plan, to emerge from bankruptcy as a financially sound company
with a strong national presence and the ability to impact the
telecommunications industry," said XO Chairman and Chief
Executive Officer Dan Akerson. "This restructuring process has
been a test of the resolve and dedication of all of our
employees, and I believe it is fair to say that the test was
passed with flying colors. During this process, we have made
steady progress with our innovative product offerings, customer
service and operational efficiencies. As a result, we have
reduced our capital expenditures and operating expenses to
levels that are in line with our operations and the new
realities of the telecommunications industry and economy. Our
success adding new customers during our restructuring has also
demonstrated the value businesses see in our solutions and
service and evidences the dedication of our XO employees."

XO's operating subsidiaries continue to provide service to more
than 215,000 business customers.

In addition to the significant improvements to XO's balance
sheet, XO will emerge from bankruptcy with its ever-expanding
suite of voice and data products and services for businesses,
including the XOptions packages that provide bundles of voice,
data, Internet access and Web hosting. To date, more than 10,000
XOptions bundles have been sold to businesses across the United
States.

XO also has one of the strongest collections of national
intercity and local network assets in the telecommunications
industry, with robust metro fiber networks in more than 60
markets throughout the United States and an award-winning OC-192
backbone network that spans the United States.

On November 15, 2002, the Bankruptcy Court also approved the
settlement between XO, Telefonos de Mexico, S.A. de C.V. and
certain investment partnerships affiliated with Forstmann Little
& Co. to mutually terminate the previously announced Forstmann
Little/TELMEX Investment Agreement and to settle any potential
claims relating to the Investment Agreement or its termination.

Under the terms of the settlement, the Investment Agreement is
terminated, Forstmann Little and TELMEX will each pay XO $12.5
million, for a total of $25 million, and all parties will
release any claims they may have relating to the Investment
Agreement.

"XO has a strong and loyal customer base, served by robust
networks in the key major metropolitan areas. The financial
performance the company has achieved during these difficult
times is not only a testament to its workforce but is also proof
of XO's continuing ability to offer great value to its
customers," said Carl Icahn, the financier who will own a
controlling position in reorganized XO. "Now that the
restructuring process has resulted in a right-sized balance
sheet and a strong cash position, XO is poised for continued
growth."

"We have continuously analyzed XO Communications for the past
four to five years, dating back to the company's origins as
Nextlink. We believe that XO has an opportunity to emerge from
its restructuring as one of the few service providers in the
U.S. capable of competing for and serving business customers on
a nationwide basis," stated Mike Smith, Co-Founder and Managing
Director of Research with Stratecast Partners, a firm providing
analysis of the communications industry. "XO has developed a
comprehensive array of network assets, a broad solution
portfolio comprised of voice, data and IP service offerings, and
is capable of providing broadband access via a variety of means.
The company also has a unique ability to meet the needs of
multi-location business customers, given its presence in more
than 60 markets throughout the U.S. In completing its
restructuring, XO has successfully addressed its most
significant issue--its debt burden--and has now positioned
itself to continue providing high-quality service and customer
support."

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking, Ethernet, Wavelength, Web Hosting
and Integrated voice and data services.


Z-TEL TECHNOLOGIES: Sept. 30 Net Capital Deficit Widens to $91MM
----------------------------------------------------------------
Z-Tel Technologies, Inc., (Nasdaq: ZTEL) a leading provider of
local, long distance and enhanced telecommunications services,
released its financial results for the third quarter of 2002.
For the three-month period ended September 30, 2002, the company
reported revenues of $58.7 million, compared to $68.6 million
for the prior year period. The company reported positive EBITDA
(earnings before interest, depreciation and amortization) of
$1.0 million for the third quarter of 2002, compared to negative
$6.9 million for the third quarter of 2001. Net loss from
operations was $5.0 million versus $11.9 million, or $0.35 per
share, for the prior year period. Net loss attributable to
common stockholders was $9.0 million, compared to $26.0 million
for the third quarter of 2001.

The Company's September 30, 2002 balance sheet shows a working
capital deficit of about $20 million. Also, at the same date,
the Company recorded a total shareholders' equity deficit of
about $91 million, as compared to a deficit of $67 million at
December 31, 2001.

"Our third quarter results are evidence of the steady progress
that Z-Tel continues to make in improving the quality and
diversity of our revenues and in managing our operating
expenses," commented Gregg Smith, president and chief executive
officer. "We achieved positive EBITDA for the second consecutive
quarter, strengthened our cash position and retained a healthy
retail subscriber base, all while launching a new product line
and working on expanding a budding wholesale business.

"Consistent with our expectations, our retail business was
relatively flat during the third quarter, while our wholesale
business was an increasing contributor to our revenue mix. Going
forward, we're focused on increasing our retail subscriber base
while expanding our wholesale business. We plan to achieve these
goals by pursuing success-based strategic relationships, non-
capital intensive revenue sources and through further core
business improvements."

The company ended the quarter with approximately $13.5 million
in cash on hand, up from $9.1 million at the end of the second
quarter. This increase resulted partially from payments received
from MCI in connection with the companies' wholesale services
agreement. Cash spending consumed approximately 48 percent of
revenue, compared to 43 percent for the second quarter, while
bad debt expense accounted for approximately 10 percent of
revenue during the quarter, versus 11 percent during the second
quarter. The company expects to experience similar to slightly
improved levels in these areas through the end of the year.

Trey Davis, chief financial officer, stated, "Overall, we're
relatively pleased with our results for the third quarter. We
continued to generate modest positive operating cash flow and
are in a relatively stable position from a liquidity
perspective. We realize, however, that the top objective for
Z-Tel is to internally finance a reasonable growth rate while
achieving a positive free cash flow position. We are pleased
with the progress we've made in key areas in pursuit of this
objective, including business development activities, operating
expense improvements, and working capital management.

"Combined with expanding revenues, we plan to target increased
cash flow through additional improvements to our core business
operations, particularly in the areas of bad debt expense and
increasing the expense efficiency of our retail subscriber base.
For instance, we've instituted much more aggressive and
effective collection procedures over the last two months.
October was the best collections month we've experienced this
year, and we are already experiencing similar results in
November. Going forward, our goal is to reduce bad debt to seven
percent of revenue by the first quarter of 2003. In the
meantime, our reserve policy remains conservative."

During the third quarter, average monthly revenue per retail
subscriber was $70, similar to levels reported during prior
quarters, and consolidated gross margins for the company's
retail business, excluding the wholesale services operating
segment, were approximately 59 percent of retail revenue.

Capital expenditures totaled $2.7 million during the third
quarter, compared to $5.5 million that the company recorded
during each of the first and second quarters of 2002. The
decline in capital spending was attributable to the fact that
the company's wholesale services relationship with MCI was in a
fully deployed state by mid-year. Consequently, capital spending
during the third quarter was more incremental in nature.

Davis added, "Our core retail business remains very healthy, as
our bundled service lines typically generate in excess of $35 of
monthly gross profit. Because we can gain significant leverage
with our current fixed cost structure, any incremental
subscriber growth, given our healthy per-line gross margin
production, combined with our improving variable cost structure,
should significantly enhance our overall profitability. For
instance, our current retail economic model accrues as much as
$20 of the monthly gross profit generated each month from a
typical bundled service subscriber to the EBITDA level. The
addition of any significant wholesale client would only enhance
our overall consolidated financial results."

The company has experienced increased interest from additional
significant prospective wholesale services clients since the
announcement of its relationship with MCI. Complementary to the
business plans of many kinds of communications and utility
companies, from cable to energy to other telecommunications
carriers, the company expects its wholesale offering to be an
increasingly significant contributor to its revenue stream over
the coming year.

Regarding the company's agreement with MCI, in light of
WorldCom's bankruptcy filing in late July, both companies
elected in early November to amend the existing wholesale
services agreement. The original agreement included a $50
million license fee, paid over two and a half years, as well as
additional charges for enhanced services usage and direct
expenses. The amendment stipulates that the monthly minimums
that MCI is currently paying to Z-Tel will be scaled back and
eliminated over the coming months. The amendment also stipulates
that Z-Tel's fees for certain activities, including enhanced
services, will be increased in coming months and allows the
company to market its wholesale services to any other party
without limitation. The amendment does not affect the four-year
term of the original agreement.

Smith commented, "This amendment reflects the reality of the
WorldCom bankruptcy, MCI's ability to reject long-term executory
agreements, the uncertainty regarding the level of support they
will be able to provide for consumer and small business
initiatives and our desire to extend our wholesale offering to
other major carriers. What we now have in place is a modified
form of our original agreement, which is more operating in
nature, as opposed to capital-based, and allows each company
more flexibility with respect to volume and gives us the
flexibility to work with other carriers on UNE-P-based local
services. On a worst-case basis, revenue from MCI could decline
by 40 percent or more in the first quarter of 2003 and then
cease entirely thereafter. We expect our fee income from MCI,
however, to increase ratably with increases in volume. Much will
depend on the focus of their reorganization plan, which is
currently unknown to us, but it should be clearly understood
that Z-Tel continues to view MCI as a valuable partner, and we
continue to look forward to a mutually beneficial business
partnership."

On the retail side of the business, Z-Tel is also pursuing
several strategic relationships that require relatively low
upfront investments by either party to market Z-Tel's
residential and small business services to an existing customer
base. These relationships typically use performance-based
compensation structures that mitigate the cash outlays of
acquiring lines by partially deferring commission payments over
the customer life. Through these relationships, the company
intends to leverage its position as the only telecommunications
company offering unlimited local and long distance residential
packages in 46 states today.

On the regulatory front, the company benefited from several
favorable decisions during the third quarter, particularly on
the state level, with reduced pricing for the pieces of the
public phone network it leases from incumbent providers
(unbundled network elements, or UNEs) and relies on to deliver
service to end-users. Z-Tel actively participates in many
proceedings, including Federal Communications Commission
matters. In particular, overshadowing the competitive telephone
industry for the past several months has been the FCC's pending
UNE Triennial Review. During this proceeding, the FCC is
evaluating the list of elements incumbent carriers are required
to lease to competitive companies like Z-Tel. This proceeding
has been going on for several months, and the outcome is
uncertain, with a final decision expected by the FCC in early
2003.

Smith continued, "Our company continues to move forward, despite
a tough business environment, closed financial markets, the
challenges facing our largest wholesale customer, and an
uncertain regulatory climate. As to the Triennial Review and the
industry outlook, we have been largely pleased with the growing
recognition by regulators and analysts of UNE-P as an important
platform for delivering services to consumers and businesses. In
addition, internally, we see progress each day with customer
satisfaction, the increasing role of independent sales
representatives, the improvement in our subscriber management
activities, and our steady liquidity position. All of these
factors point to better days ahead. Z-Tel associates have done a
remarkable job in a hostile environment, and I join them in
looking forward to the remainder of this year and to further
improving our business in 2003."

Z-Tel was founded in the wake of the Telecommunications Act of
1996. With the establishment of the Unbundled Network Element-
Platform, competitive telecommunications companies became able
to provide telephone service to end-users over the incumbent
local telephone providers' network. Z-Tel was formed around UNE-
P with the vision of developing technology that would imbue the
telephone with "Intelligent Dial Tone," wherein telephone
service can be personalized to meet consumers' and businesses'
diverse communications needs in an intelligent, intuitive way.
Z-Tel offers residential and business customers in 46 states
value-added bundled local and long distance phone service with
proprietary Internet-accessible calling and messaging features.
Z-Tel also makes these services available on a wholesale basis.
For more information about Z-Tel's innovative services or about
Z-Tel, please visit the Company's Web site at
http://www.ztel.com


* BOND PRICING: For the week of November 18 - 22, 2002
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Accuride Corp.                         9.250%  02/01/06    57
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     6
Adelphia Communications                6.000%  02/15/06     6
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.875%  10/01/10    36
Advanced Energy                        5.000%  09/01/06    68
Advanced Energy                        5.250%  11/15/06    75
Advanced Micro Devices Inc.            4.750%  02/01/22    61
Advanstar Communications              12.000%  02/15/11    66
AES Corporation                        4.500%  08/15/05    24
AES Corporation                        8.000%  12/31/08    39
AES Corporation                        9.375%  09/15/10    48
AES Corporation                        9.500%  06/01/09    47
Aether Systems                         6.000%  03/22/05    73
Agere Systems                          6.500%  12/15/09    53
Agro-Tech Corp.                        8.625%  10/01/07    64
Akamai Technologies                    5.500%  07/01/07    31
Allegheny Generating Company           6.875%  09/01/23    71
Alternative Living Services (Alterra)  5.250%  12/15/02     1
Alkermes Inc.                          3.750%  02/15/07    59
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    60
Alpharma Inc.                          3.000%  06/01/06    71
Amazon.com Inc.                        4.750%  02/01/09    74
American Tower Corp.                   2.250%  10/15/09    59
American Tower Corp.                   5.000%  02/15/10    47
American Tower Corp.                   6.250%  10/15/09    49
American Tower Corp.                   9.375%  02/01/09    66
American & Foreign Power               5.000%  03/01/30    57
America West Airlines                  6.930%  01/02/08    58
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    45
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AMR Corp.                              9.000%  08/01/12    45
AMR Corp.                              9.000%  09/15/16    41
AMR Corp.                              9.750%  08/15/21    42
AMR Corp.                              9.800%  10/01/21    43
AMR Corp.                             10.000%  04/15/21    44
AMR Corp.                             10.200%  03/15/20    45
AnnTaylor Stores                       0.550%  06/18/19    62
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Armstrong World Industries             9.750%  04/15/08    40
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    37
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    69
Axcelis Technologies                   4.250%  01/15/07    62
Be Aerospace Inc.                      8.875%  05/01/11    65
Best Buy Co. Inc.                      0.684%  06?27/21    66
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    59
Borden Inc.                            8.375%  04/15/16    56
Borden Inc.                            9.250%  06/15/19    57
Borden Inc.                            9.200%  03/15/21    57
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    70
Brooks Automatic                       4.750%  06/01/08    71
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Building Materials Corp.               8.000%  12/01/08    73
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    72
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    42
Calpine Corp.                          4.000%  12/26/06    43
Calpine Corp.                          7.875%  04/01/08    36
Calpine Corp.                          8.500%  02/15/11    39
Calpine Corp.                          8.625%  08/15/10    36
Capital One Financial                  7.125%  08/01/08    75
Case Credit                            6.750%  10/21/07    74
Case Corp.                             7.250%  01/15/16    67
Cell Therapeutic                       5.750%  06/15/08    49
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    35
Charter Communications, Inc.           4.750%  06/01/06    19
Charter Communications, Inc.           5.750%  10/15/05    21
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    44
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    44
Charter Communications Holdings       10.000%  05/15/11    52
Charter Communications Holdings       10.250%  01/15/10    54
Charter Communications Holdings       10.750%  10/01/09    44
Charter Communications Holdings       11.125%  01/15/11    54
Ciena Corporation                      3.750%  02/01/08    63
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    74
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    58
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    20
Comforce Operating                    12.000%  12/01/07    58
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Conexant Systems                       4.000%  02/01/07    43
Conexant Systems                       4.250%  05/01/06    50
Conseco Inc.                           8.750%  02/09/04     6
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    49
Corning Inc.                           3.500%  11/01/08    70
Corning Inc.                           6.300%  03/01/09    51
Corning Inc.                           6.750%  09/15/13    40
Corning Inc.                           6.850%  03/01/29    33
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    43
Corning Glass                          7.000%  03/15/07    63
Corning Glass                          8.875%  03/15/16    46
Cox Communications Inc.                3.000%  03/14/30    38
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    28
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    73
Crown Castle International             9.375%  08/01/11    54
Crown Castle International             9.500%  08/01/11    71
Crown Castle International            10.750%  08/01/11    70
Crown Cork & Seal                      7.375%  12/15/26    70
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Cummins Engine                         5.650%  03/01/98    59
Cypress Semiconductor                  3.750%  07/01/05    70
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    69
Dana Corp.                             7.000%  03/15/28    69
DDI Corp.                              6.250%  04/01/07    17
Delhaize America                       9.000%  04/15/31    72
Delta Air Lines                        7.700%  12/15/05    75
Delta Air Lines                        7.900%  12/15/09    54
Delta Air Lines                        8.300%  12/15/29    48
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    63
Documentum Inc.                        4.500%  04/01/07    74
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    74
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    71
El Paso Corp.                          7.750%  01/15/32    65
El Paso Energy                         6.750%  05/15/09    64
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    73
Equistar Chemicals                     7.550%  02/15/26    62
E*Trade Group                          6.000%  02/01/07    67
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    70
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    42
Finova Group                           7.500%  11/15/09    34
Fleming Companies Inc.                 5.250%  03/15/09    42
Fleming Companies Inc.                10.625%  07/31/07    63
Fluor Corp.                            6.950%  03/01/07    59
Foamex L.P.                            9.875%  06/15/07    22
Food Lion Inc.                         8.050%  04/15/27    66
Ford Motor Co.                         6.500%  08/01/18    70
Ford Motor Co.                         6.625%  02/15/28    65
Ford Motor Co.                         7.125%  11/15/25    70
Ford Motor Co.                         7.500%  08/01/26    74
Fort James Corp.                       7.750%  11/15/23    65
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    72
Georgia-Pacific                        7.375%  12/01/25    62
Georgia-Pacific                        7.700%  06/15/15    73
Georgia-Pacific                        7.750%  11/15/29    63
Georgia-Pacific                        8.125%  06/15/23    68
Georgia-Pacific                        8.250%  03/01/23    69
Georgia-Pacific                        8.625%  04/30/25    72
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          6.375%  03/15/08    72
Goodyear Tire                          7.000%  03/15/28    48
Goodyear Tire                          7.857%  08/15/11    68
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    74
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    68
Health Management Associates Inc.      0.250%  08/16/20    68
HealthSouth Corp.                      7.000%  06/15/08    70
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    68
Hertz Corp.                            7.000%  01/15/28    74
Human Genome                           3.750%  03/15/07    62
Human Genome                           5.000%  02/01/07    66
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    58
ICN Pharmaceuticals Inc.               6.500%  07/15/08    73
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    64
Ikon Office                            7.300%  11/01/27    68
Imcera Group                           7.000%  12/15/13    69
Imclone Systems                        5.500%  03/01/05    64
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    51
Inland Steel Co.                       7.900%  01/15/07    51
International Rectifier                4.250%  07/15/07    75
Interpublic Group                      1.870%  06/01/06    67
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    73
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    67
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22
Kmart Corporation                      9.375%  02/01/06    19
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    43
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    48
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    64
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    34
Level 3 Communications                 9.125%  05/01/08    58
Liberty Media                          3.500%  01/15/31    60
Liberty Media                          3.500%  01/15/31    63
Liberty Media                          3.750%  02/15/30    49
Liberty Media                          4.000%  11/15/29    52
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    63
Lucent Technologies                    5.500%  11/15/08    48
Lucent Technologies                    6.450%  03/15/29    43
Lucent Technologies                    6.500%  01/15/28    44
Lucent Technologies                    7.250%  07/15/06    58
Magellan Health                        9.000%  02/15/08    24
Mail-Well I Corp.                      8.750%  12/15/08    52
Mail-Well I Corp.                      9.625%  03/15/12    56
Mastec Inc.                            7.750%  02/01/08    75
MCi Communications Corp.               6.500%  04/15/10    46
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    55
Mediacom Communications                5.250%  07/01/06    71
Mediacom LLC                           7.875%  02/15/11    67
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    73
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    72
Mikohn Gaming                         11.875%  08/15/08    72
Mirant Corp.                           5.750%  07/15/07    44
Mirant Americas                        7.200%  10/01/08    47
Mirant Americas                        7.625%  05/01/06    63
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    35
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    75
Missouri Pacific Railroad              4.750%  01/01/30    69
Missouri Pacific Railroad              5.000%  01/01/45    57
Motorola Inc.                          5.220%  10/01/21    54
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    64
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp.               6.750%  05/15/08    19
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    57
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    71
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    67
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    68
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    71
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    71
Polaroid Corp.                        11.500%  02/15/06     5
Polymer Group                          9.000%  07/01/07    21
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    64
PSEG Energy Holdings                   8.500%  06/15/11    72
Public Service Electric & Gas          5.000%  07/01/37    71
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    54
Qwest Capital Funding                  7.000%  08/03/09    44
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    66
Qwest Capital Funding                  7.900%  08/15/10    44
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    21
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    64
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    70
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    50
SCI Systems Inc.                       3.000%  03/15/07    58
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    55
Sepracor Inc.                          5.750%  11/15/06    59
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    53
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    73
Sonat Inc.                             6.625%  02/01/08    62
Sonat Inc.                             6.750%  10/01/07    64
Sonat Inc.                             7.625%  07/15/11    53
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    74
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    68
Sprint Capital Corp.                   6.900%  05/01/19    70
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    72
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    73
Tennessee Gas PL                       7.000%  10/15/28    53
Tennessee Gas PL                       7.500%  04/01/17    61
Tennessee Gas PL                       7.625%  04/01/37    56
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    57
TIG Holdings Inc.                      8.125%  04/15/05    75
Time Warner Inc.                       6.625%  05/15/29    74
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    72
Triton PCS Inc.                        8.750%  11/15/11    74
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    70
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    73
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    63
US Timberlands                         9.625%  11/15/07    61
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    70
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    71
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    64
Weirton Steel                         11.375%  07/01/04    64
Westpoint Stevens                      7.875%  06/15/08    21
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    72
Williams Holding (Delaware)            6.500%  12/01/08    57
Wind River System                      3.750%  12/15/06    68
Witco Corp.                            6.875%  02/01/26    70
Witco Corp.                            7.750%  04/01/23    75
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    30
XM Satellite Radio                    14.000%  03/15/10    38
Xerox Corp.                            0.570%  04/21/18    60
Xerox Credit                           7.200%  08/05/12    68

                          *********

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 compiliation 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 2002.  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 $625 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 ***