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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, December 2, 2002, Vol. 6, No. 238

                          Headlines

ANC RENTAL: Consolidates Operations at Sarasota-Bradenton
ANNUITY & LIFE: Narrows Net Loss to $19 Million for 3rd Quarter
APTIMUS INC: Fails to Maintain Nasdaq Listing Requirements
ARCH WIRELESS: Intends to Redeem $35 Million of 10% Senior Notes
ASIA GLOBAL: Gets Nod to Continue Workers' Compensation Program

ASSOCIATED MATERIALS: Completes Exchange Offer for 9-3/4% Notes
AVADO: Fails to Beat Form-10Q Filing Deadline over SFAS Issue
BION ENVIRONMENTAL: Ability to Continue Operations Uncertain
BLACK HILLS: Amends & Extends $50MM Credit Facility Until May 26
BLACK HILLS: Files SEC Form S-3 for Future Capital Offerings

BLACKSTONE TECH: Will Auction-Off Certain Assets Tomorrow
BRITISH ENERGY: S&P Junks Corp. Credit Rating over Restructuring
BUYERS UNITED: Working Capital Deficit Tops $6.7MM at Sept. 30
CEDARA SOFTWARE: Inks Partner Agreement with B-Soft in China
CELL-LOC INC: Working Capital Deficit Reaches $2.5 Million

COLEMAN OIL: Court Approves Asset Sale to Childers Oil for $14MM
COLUMBUS MCKINNON: Completes Refinancing of Credit Facility
CREDIT SUISSE: Fitch Affirms Low-B Ratings on 4 Classes of Notes
DESA: Wants to Convert to a LLC to Capitalize on Cut Tax Bill
DIVERSIFIED CORPORATE: Secures Extension from GECC Until Dec. 13

EL PASO CORP: Expresses Disappointment with Moody's Downgrades
EL PASO CORP: Will Hold Earnings Guidance Conference Call Today
ENCOMPASS SERVICES: Look for Schedules & Statements on Mar. 4
ENRON CORP: Fee Committee Taps Mary Jansing as Assistant Analyst
FEDERAL-MOGUL: Wants to Preserve Right to Contest Secured Liens

FIRST UNION-LEHMAN: Fitch Affirms Class F Notes Rating at BB
GENTEK INC: Seeks Court Nod to Obtain $8-Mil. Cash-Secured Bonds
GEORGIA-PACIFIC: Bain Capital Acquires 60% Interest in Unisource
HAYES LEMMERZ: Has Until March 3 to Remove Prepetition Actions
HORSEHEAD: OntZinc Inks Pact to Buy Balmat Mine for $20 Million

IMAGING TECHNOLOGIES: Net Capital Deficit Widens to $22 Million
IMC GLOBAL: Promotes Norman Beug to VP & GM of Potash Subsidiary
IMMTECH INT'L: Working Capital Insufficient to Fund Operations
KINGSWAY FIN'L: Will Meet with A.M. Best to Discuss Future Plans
KMART CORP: Wants Approval for One Day Layoff Arbitration MOU

LAIDLAW: Court Grants Exclusivity Extension Until Feb. 28, 2002
LJM2 CO-INVESTMENT: Today's the Claims Bar Date
MEDMIRA INC: Revises Investment Agreement with American Health
MEDMIRA INC: Issuing 150K Shares to American Health Diagnostics
MEDMIRA INC: Taps Octagon Capital as Agent in Private Placement

MOTIENT: Continuing Efforts to Seek Funding & Reduce Expenses
MOTIENT CORP: Will Delay Filing of Form 10-Q for Third Quarter
NAPSTER INC: Closes on Sale of All Assets to Roxio Inc.
NATIONAL CENTURY: Signing-Up Logan as Claims & Noticing Agent
NAT'L EQUIPMENT: Makes $13.75-Million Interest Payment on Bonds

NATIONSRENT: Secures Okay to Assume Travelers Insurance Program
NEBO PRODUCTS: Completes Balance Sheet Workout via Debt Swap
NETWOLVES CORP: Auditors Doubt Ability to Continue Operations
NEXTCARD INC: Delaware Court Appoints Delaware Claims as Agent
NOBLE CHINA: Must Solve Liquidity Crisis to Stave Off Bankruptcy

NTL: DIP Facility Extended as Plan Consummation is Delayed
OAKWOOD HOMES: Wants to Bring-In Ordinary Course Professionals
OWENS CORNING: Asks Court to Okay Management Pact with Staubach
PACIFIC GAS: Wants to Refund $3.5 Million Pole Removal Charges
POLAROID: Del. Court OKs Pact Resolving Healthcare Plan Disputes

PRIME RETAIL: Selling Two Colorado Properties for $96 Million
PSC INC: Seeks Approval of Schulte Roth as Bankruptcy Counsel
QUEPASA.COM: Independent Auditors Express Going Concern Doubt
REGENERATION TECHNOLOGIES: Completes $26-Mill. Private Placement
ROHN INDUSTRIES: Probes New Issues about Internal Flange Poles

SAMSONITE CORP: Will Hold 3rd Quarter Conference Call Thursday
SPECTRASITE: Wants Okay to Hire Ordinary Course Professionals
TEXON INT'L: Inks Pact to Amend Barclays Credit Facilities
TRANSTEXAS GAS: Obtains Nod to Bring-In Jordan Hyden as Counsel
UNITED AIRLINES: Flight Controllers Ratify Restructuring Pact

UNITED AIRLINES: Machinists Group Reject Proposed Concessions
W.R. GRACE: Sealed Air Litigation Settled for $730-$850 Million
W.R. GRACE: Fresenius Litigation Settled for $15 Million
WARNACO GROUP: Third Quarter Revenues Drop 13% to $52 Million
WASHINGTON MUTUAL: Fitch Rates Two Note Classes at Low-B Levels

WORLDCOM: Special Digex Committee Demands Payment of Expenses

* BOND PRICING: For the week of December 2 - 6, 2002

                          *********

ANC RENTAL: Consolidates Operations at Sarasota-Bradenton
---------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the District of
Delaware's authority to:

-- reject the National Concession Agreement and the National
   Lease, and

-- assume the Alamo Concession Agreement and the Alamo Lease and
   assign them to ANC Rental Corporation.

Michael D. DeBaecke, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, informed the Court the agreements
relate to the Debtors' operations at the Sarasota-Bradenton
Airport in Sarasota, Florida.

Mr. DeBaecke asserted that the request is in the Debtors' best
interest because it will result in savings of over $1,134,000
per year in fixed facility costs and other operational cost
savings. (ANC Rental Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: Narrows Net Loss to $19 Million for 3rd Quarter
---------------------------------------------------------------
PR Newswire   Nov 27

Annuity & Life Re (Holdings), Ltd., (NYSE: ANR) reports its
financial results for the third quarter.

The Company reported a net loss of $19,147,000 for the three
month period ended September 30, 2002 as compared to a restated
net loss of $42,680,000 for the three month period ended
September 30, 2001.  Net loss for the nine months ended
September 30, 2002, was $29,007,000 as compared to a restated
net loss of $38,870,000 for the comparable nine months of 2001.
The three and nine month financial information presented in this
report reflects the restatement of the Company's financial
statements for the first and second quarters of 2002 and the
fiscal year ended December 31, 2001.  The Company's discussions
with the Securities and Exchange Commission regarding the
implementation of FAS 133 -- Accounting for Derivative
Instruments and Hedging Activities with respect to certain of
its annuity reinsurance agreements are still ongoing. Depending
upon the outcome of these discussions, it is possible that
further restatements may be necessary.

The cumulative effect of a change in accounting principle, the
change in fair value of embedded derivatives, and the change in
amortization of deferred acquisition costs related to embedded
derivatives all relate to the Company's implementation of FAS
133 -- Accounting for Derivative Instruments and Hedging
Activities.  The write downs of deferred acquisition costs
associated with the Transamerica reinsurance contract are the
result of high surrender rates on the underlying policies and
the Company's obligations for minimum interest guarantee
payments associated with those policies.  Variable annuity
reserve strengthening of $7,760,000 in the third quarter of 2002
reflects the Company's increase in guaranteed minimum death
benefit reserves as a result of increasing claim activity in
recent quarters.  This increase in claims activity also resulted
in losses of $3,117,100 and $2,171,700 on the Company's
guaranteed minimum death benefit reinsurance contracts during
the three and nine month periods ended September 30, 2002,
respectively.  The Company's net loss for the three and nine
month periods ended September 30, 2002 was also significantly
affected by net realized investment gains.  The unrealized loss
on our interest rate swaps reflects the change in fair value of
the Company's interest rate swaps related to its deposit
liability.  In addition to each of these items the Company's net
loss for the three month period ended September 30, 2002 also
increased relative to the comparable prior period of 2001 as a
result of higher than anticipated mortality experience from
certain of the Company's life reinsurance contracts and
variability in the timing of the receipt of premiums.  The three
and nine month periods ended September 30, 2001 and 2002 were
both negatively affected by adverse mortality experience on
certain of the Company's life reinsurance contracts, including
significant losses on its life reinsurance contract with Lincoln
National, which was recaptured in the third quarter of 2002.

Realized investment gains for the three month period ended
September 30, 2002 were $9,297,000 compared with realized
investment gains of $1,079,000 for the three month period ended
September 30, 2001.  Realized investment gains for the nine
month period ended September 30, 2002 were $10,813,000 compared
with realized investment gains of $1,425,000 for the nine month
period ended September 30, 2001. Cash flow from operations for
the three and nine month periods ended September 30, 2002 was
$9,330,000 and $27,726,000, respectively.

Life segment loss for the three months ended September 30, 2002
improved to a loss of $10,150,000 as compared to a loss of
$20,425,000 for the three months ended September 30, 2001.  Life
segment income for the nine months ended September 30, 2002
improved $12,403,000 to $3,490,000 from a loss of $8,913,000 for
the nine months ended September 30, 2001.  During the third
quarter of 2002 Lincoln National recaptured its reinsurance
contract with the Company, which was in arbitration, and the
Company agreed to terminate the arbitration proceeding.  The
impact of the Lincoln National contract (including the recapture
in the third quarter of 2002) on the three and nine month
periods ended September 30, 2002 was a loss of $6,189,000 and
$6,988,000, respectively.  After adjusting for the World Trade
Center tragedy in the third quarter of 2001, Lincoln National
losses in 2001 and 2002, and the unrealized interest rate swap
loss in the third quarter of 2002, segment income for the three
months ended September 30, 2002 declined compared to the
corresponding prior quarter due to adverse mortality in the
third quarter of 2002 being worse than that experienced in the
third quarter of 2001 and certain variability in the timing of
the receipt of premiums.  After the same adjustments, life
segment income for the nine months ended September 30, 2002
improved from the comparable prior period, primarily as a result
of strong growth in the first six months of 2002 offsetting the
increase in adverse mortality in the third quarter of 2002.  The
Company's life premium grew 29% and 42% for the three and nine
month periods ended September 30, 2002 as compared to the prior
periods.  Life premium for the three months ended September 30,
2002 was $82,304,000 compared to $63,924,000 for the three
months ended September 30, 2001.

Annuity segment loss for the three months ended September 30,
2002 was $18,346,000 compared to a loss of $25,386,000 for the
three months ended September 30, 2001.  Annuity segment loss for
the nine months ended September 30, 2002 was $45,218,000
compared to a loss of $38,000,000 for the nine months ended
September 30, 2001.  The impact of write downs of deferred
acquisition cost associated with the Transamerica contract on
the nine month period ended September 30, 2002 was a charge of
$24,796,000.  For the three and nine months ending September 30,
2001 the impact of write downs of deferred acquisition cost
associated with the Transamerica contract was $19,158,000 and
$34,539,000, respectively.  The impact of the change in fair
value of embedded derivatives (net of the related change in
amortization of deferred acquisition costs) on the three and
nine month periods ended September 30, 2002 was a loss of
$7,488,000 and $10,962,000.  For the three and nine month
periods ended September 30, 2001 the losses were $4,996,000 and
$2,157,000, respectively. In the third quarter of 2002 the
Company strengthened its reserves for variable annuity minimum
guarantees by $7,760,000 in response to increasing claim
payments relative to premiums collected.  Claim payments for the
three and nine month periods ended September 30, 2002 exceeded
premiums collected on our guaranteed minimum death benefit
contracts by approximately $3,117,000 and $2,172,000,
respectively. After adjusting for the write downs associated
with the Transamerica contract, embedded derivatives (net of the
related change in amortization of deferred acquisition costs),
and losses on the Company's variable annuity minimum guarantees,
segment income declined an insignificant amount from the
comparable prior period.  After the same adjustments, annuity
segment (loss) for nine month period ending September 30, 2002
also declined an insignificant amount from the comparable prior
period. These insignificant declines in segment income for both
periods were the result of additional expenses incurred in
arbitration and reduced investment income.

Total revenues for the three months ended September 30, 2002
grew 25% to $115,631,000 from $92,380,000 for the three months
ended September 30, 2001. Total revenues for the nine months
ended September 30, 2002 grew 32% to $343,256,000 from
$260,039,000 for the nine months September 30, 2001.  This
increase was the result of growth in life premium and investment
income related to the Company's reinsurance collateral funding
program.  Operating expenses were 3.0% of total revenue
(excluding the net change in fair value of embedded derivatives)
for the three months ended September 30, 2002, as compared with
2.5% for the three months ended September 30, 2001.  For the
nine months ended September 30, 2002 operating expenses were
2.9% of total revenue (excluding the net change in fair value of
embedded derivatives) compared to 3.0% for the nine months ended
September 30, 2001.

Unrealized gains increased to approximately $16,000,000 as of
September 30, 2002 as a result of changes in the general level
of interest rates during the period.  The Company's investment
portfolio currently maintains an average credit quality of AA.
Book value per share at September 30, 2002 was $14.73 compared
to $15.91 at December 31, 2001.

Frederick S. Hammer, Chairman of the Board and Co-Chairman of
the Transition Committee of the Board of Directors, commented,
"We continue to face significant challenges in a difficult
economic environment, and we are proceeding deliberately in the
transition to new management.  We experienced adverse mortality
in the third quarter across several of our contracts, recaptured
the Lincoln National contract that was producing losses, and are
experiencing losses on one of our guaranteed minimum death
benefit contracts.  These items along with the embedded
derivative losses resulting from the implementation of FAS 133
produced losses for us in the three and nine month periods
ending September 30, 2002.  Understandably, we have also
experienced a slow down of new business submissions."

"On the positive side we saw improvement in our investment
portfolio.  We realized over $9 million of capital gains and
improved our unrealized gain position to approximately $16
million, our experience with the Transamerica contract was in
line with our expectations so no additional write down of
deferred acquisition costs was needed, and as a result of
recapturing the Lincoln National contract we removed that drain
on future earnings."

"The Company continues to face a number of important issues.
These include the Company's need to post up to approximately
$210 million of additional collateral under its reinsurance
agreements by December 31, 2002. The Company will seek to meet
or reduce these additional collateral requirements by
negotiating the recapture, retrocession, or sale of certain of
its reinsurance agreements, by accessing its collateral funding
facility and/or by raising capital.  In addition, we must
complete the SEC accounting review, and we are moving forward
with selecting a chief executive officer."

The Company has previously advised that, following discussions
with the staff of the Securities and Exchange Commission, the
Company will restate its financial statements for the fiscal
years ended December 31, 2000 and 2001.  The Company also
intends to restate the financial statements included in its
Forms 10-Q filed for the quarters ended March 31 and June 30,
2002. Because the SEC's review of the Company's prior public
filings is still pending, KPMG, the Company's independent
auditor, is not able to complete its audit of the restated
financial information for the fiscal years ended December 31,
2000 and 2001, or its review of the financial statements
contained in the Company' s Form 10-Q for the third quarter of
2002 which is the source of the information in this press
release. Accordingly, the Company's Form 10-Q for the third
quarter of 2002 includes unaudited financial statements for the
periods ended September 30, 2001 and 2002 that have not been
reviewed in accordance with Rule 10-01(d) of Regulation S-X
promulgated by the SEC, as well as restated financial
information for the year ended December 31, 2001 that has not
yet been subject to audit.  Management cannot certify the third
quarter 2002 Form 10-Q filing in accordance with the Sarbanes-
Oxley Act of 2002 or the regulations promulgated thereunder
because the Securities Exchange Act of 1934 requires that the
financial statements be reviewed by the Company's auditors and
because the Company is still in discussions with the SEC
regarding the proper application of FAS 133 to certain of the
Company's annuity reinsurance agreements.

Annuity and Life Re (Holdings), Ltd. provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd., and Annuity and Life Re
America.

                         *    *    *

As reported in Troubled Company Reporter's November 26, 2002
edition, Fitch Ratings lowered the insurer financial strength
rating of Annuity & Life Reassurance, Ltd., to 'CCC' from
'BBB+'. The Rating Watch has been changed to Evolving from
Negative.

Friday's rating action is in response to recent discussions
Fitch has held with senior management and public disclosures
regarding ANR's current financial condition. In particular, the
rating action reflects Fitch's opinion of ANR's liquidity
position and financial flexibility. Fitch believes that at the
present time, there is a significant risk that ANR will not be
able to satisfy its obligations to accept additional ceded
business under its existing reinsurance treaties. Such
circumstances are not consistent with Fitch's published
definition of ANR's previous rating category.


APTIMUS INC: Fails to Maintain Nasdaq Listing Requirements
----------------------------------------------------------
Aptimus, Inc., (Nasdaq: APTM) the leading online direct
marketing network, received late last week a Nasdaq Staff
Determination indicating that the company is non-compliant with
Marketplace Rule 4310(c)(2)(B) mandating, in the alternative,
minimum shareholders equity of $2.5 million, or a minimum market
value of listed securities of $35 million, or $500,000 net
income from continuing operations for the most recently
completed fiscal year or two of the three most recently
completed years. Nasdaq staff advised that this deficiency would
be considered by the Nasdaq Listings Qualifications Panel in
rendering a final decision in respect to the status of the
company's continued listing on the Nasdaq SmallCap Market. The
company intends to timely respond in writing to the issues
raised by Nasdaq Staff. Aptimus will continue to trade on the
Nasdaq SmallCap Market under the symbol APTM pending a decision
by the Panel. However, there can be no assurance the Panel will
grant the Company's request for continued listing.

"This action was not unexpected given current market
conditions," said Tim Choate, Aptimus' President and CEO. "We
will provide the Panel with an update of our business, which we
hope will address their immediate concerns. Meanwhile,"
continued Choate, "our primary focus is to grow our business,
which continues to make progress."

Aptimus -- http://www.aptimus.com-- is the leader in online
lead generation and customer acquisition programs for major
consumer marketers. At the core of the Company's approach is a
proprietary and highly scalable offer-serving platform, which
includes patent-pending Dynamic Revenue Optimization technology.
DRO automatically determines the performance of various
marketing campaigns and adjusts offer impressions to maximize
results, thus placing the right offers in front of the right
customers and realizing the benefits of true one-to-one direct
marketing. Aptimus presents direct response offers from
advertisers across an ever-expanding network of distribution
partner Web sites and email channels. The Company's primary
offer presentation formats include cross-marketing promotions at
the points of registration, purchase, login, download, or other
transactional activities on web sites, as well as email
campaigns. Aptimus' current clients include many of the top 500
direct marketers, such as AT&T, JPMorgan Chase, Columbia House,
Drugstore.com, General Mills, Gevalia, IBM, MyPoints, TV Guide,
USA Today, AOL Time Warner, and Readers Digest. Aptimus has
offices in Seattle and San Francisco, and is publicly traded on
Nasdaq under the symbol APTM.

                         *     *     *

In its SEC Form 10-Q filed on November 14, 2002, the Company
stated:

"Our business has been operating at a loss and generating
negative cash flows from operations since inception.  As of
September 30, 2002, we had accumulated losses of approximately
$60.8 million. Even with anticipated growth in revenues, we
expect our losses and negative  cash flows are likely to
continue during the fiscal year ending December 31, 2002.

"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  If
the Company is unable to increase revenues or contain operating
expenses as planned it may not have sufficient funds to satisfy
its cash requirements.  The Company may be forced to curtail
operations further, dispose of assets or seek additional
funding.  Such events would materially and adversely affect the
value of the Company's equity securities.  There can be no
assurance that the Company will be able to successfully complete
the steps necessary to continue as a going concern."


ARCH WIRELESS: Intends to Redeem $35 Million of 10% Senior Notes
----------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN), a leading
wireless messaging and mobile information company, said its
wholly owned subsidiary, Arch Wireless Holdings, Inc., has
notified The Bank of New York, as trustee, of its intention to
redeem, at par value, $35 million principal amount of 10% Senior
Subordinated Secured Notes due 2007 on December 31, 2002 to
holders of record as of December 16, 2002.

AWHI issued $200 million of 10% Senior Subordinated Secured
Notes on May 29, 2002.  As previously announced, AWHI redeemed,
at par value plus accrued interest, a total of $40 million
principal amount of 10% Senior Subordinated Secured Notes in
July, August and September, and completed a mandatory redemption
payment of $15 million, plus accrued interest, on November 15,
2002.  Upon completion of the $35 million redemption, AWHI will
have redeemed $90 million of the 10% Senior Subordinated Secured
Notes since issuing the notes on May 29, 2002. Arch currently
has $145 million principal amount outstanding on the 10% Senior
Subordinated Secured Notes and will have $110 million
outstanding upon completion of the $35 million redemption.

The Bank of New York is the indenture trustee for the Notes,
which trade in the over-the-counter market with the CUSIP number
039392-AA-3.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States.  The company offers a
full range of wireless messaging services to business and
consumers nationwide, including paging, two-way wireless e-mail
and messaging and mobile data solutions for the enterprise. Arch
provides wireless services to customers in all 50 states, the
District of Columbia, Puerto Rico, Canada, Mexico and in the
Caribbean principally through its nationwide sales force, as
well as through resellers, retailers and other strategic
partners.  Additional information on Arch Wireless is available
on the Internet at http://www.arch.com

Arch Wireless, Inc.'s September 30, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $12.5 million.


ASIA GLOBAL: Gets Nod to Continue Workers' Compensation Program
---------------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates sought and
obtained authorization to continue the Workers' Compensation
Programs on an uninterrupted basis, consistent with prepetition
practices.

David M. Friedman, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, informs the Court that under the laws of the
various states in which it operates, the AGX Debtors are
required to maintain workers' compensation policies and programs
to provide its employees with workers' compensation coverage for
claims arising from or related to its employment with the AGX
Debtors.  The AGX Debtors currently are beneficiaries of certain
workers' compensation policies purchased by Global Crossing
Ltd., which covers their statutory obligations in each of the
states in which they operate.

According to Mr. Friedman, premiums for the Workers'
Compensation Programs are paid once a year by the Global
Crossing Debtors and are based on a fixed percentage of the
estimated annual workers' compensation payroll for Global
Crossing and its subsidiaries.

The annual premiums with respect to the Workers' Compensation
Programs total $665,000.  Following an annual audit of the
Global Crossing Debtors' payroll, the Global Crossing Debtors
either pay a retrospective premium owed or receive back
overpayments that were made.  Based on an audit of the Global
Crossing Debtors' payroll, they have been notified that an
additional $600,000 will be charged in 2002 for underpayments on
premiums in calendar year 2001, an unknown portion of which may
attributable to the AGX Debtors.

Prior to the GX Crossing Debtors' current policies with ACE, the
Global Crossing Debtors maintained policies with Kemper
Insurance and Liberty Mutual.  Mr. Friedman states that the GX
Debtors have been notified by Kemper Insurance and Liberty
Mutual that $550,000 is owed in 2002 for retrospective payments
relating to the former workers' compensation policies.
Additional "true-up" premiums may also be owed to Liberty Mutual
until all claims under that insurance policy are settled.
Again, the costs in connection with these payments attributable
to the AGX Debtors is not known.

In addition to the annual premiums, Mr. Friedman relates that
the GX Debtors pay a deductible for each claim asserted under
the Workers' Compensation Programs.  For each settled workers'
compensation claim, the Insurance Companies pay the full amount
of the settlement to the individual claimant and then charge the
GX Debtors for each settlement amount, up to the amount of the
GX Debtors' deductibles.  The ACE policies carry a $100,000 to
$150,000 deductible for each claim asserted, while the Liberty
Mutual policy carries a $250,000 deductible for each claim
asserted.  The GX Debtors pay $1,300,000 annually for
deductibles relating to filed claims under the Workers'
Compensation Programs, including those in connection with claims
against the Debtors.  Additionally, to secure their obligations
to pay any deductible amounts under the ACE policy, the GX
Debtors posted a $4,027,346 letter of credit in favor of ACE.
The cost attributable to the AGX Debtors in connection with
these payments is not known.

Mr. Friedman reports that in New York, the GX Debtors formerly
operated as a self-insured employer with respect to its workers'
compensation obligations.  Under the GX Debtors' self-insured
workers' compensation programs, the GX Debtors pay applicable
workers' compensation as they arise.  New York has required the
GX Debtors to post letters of credit totaling $3,526,000 as
security for the GX Debtors' obligations to pay claims under the
Self-Insured Programs.  The GX Debtors average monthly
expenditure in 2001 for the Self-Insured Programs is $15,000.
The cost in connection with these payments attributable to the
AGX Debtors, if any, is not known.

As of the Petition Date there were 156 workers' compensation
claims pending against Global Crossing and its subsidiaries,
including the AGX Debtors, arising out of injuries by employees
during the course of their employment.  Because payment of the
prepetitition Workers' Compensation Claims is essential to the
continued operation of the GX Debtors' businesses under the laws
of the various states in which it operates, Mr. Friedman
recounts that the GX Debtors previously requested authority to
pay any and all amounts due and owing with respect to any of the
Workers' Compensation Programs, and to maintain and continue
prepetition practices with respect to the Workers' Compensation
Programs, and to the extent they hold valid Workers'
Compensation Claims, to proceed with their claims under the
applicable insurance policy or program.  The GX Debtors estimate
that, as of January 28, 2002, the amount that may be payable
with respect to Workers' Compensation Claims is $7,500,000.
Most of this amount is not a current obligation of the GX
Debtors, rather it will become payable over the next five years.
The cost in connection with these payments attributable to the
Debtors, if any, is not known.

Mr. Friedman asserts that the maintenance of the Workers'
Compensation Programs is indisputably justified, as applicable
state law mandates this coverage.  Furthermore, with respect to
the Workers' Compensation Claims, the risk that eligible
claimants will not receive timely payments with respect to
employment-related injuries could have a devastating effect on
the financial well-being and morale of the Debtors, and their
willingness to remain in the Debtors' employ.  Departures by
employees at this critical time may result in a severe
disruption of the Debtors' business to the detriment of all
parties-in-interest.  A significant deterioration in employee
morale undoubtedly will have a substantially adverse impact on
the Debtors, the value of their assets and businesses, and their
ability to reorganize. (Global Crossing Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Asia Global Crossing's 13.375% bonds
due 2010 (AGCX10USN1) are trading between 9 and 11. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USN1
for real-time bond pricing.


ASSOCIATED MATERIALS: Completes Exchange Offer for 9-3/4% Notes
---------------------------------------------------------------
Associated Materials Incorporated announced that its offer to
exchange all of its unregistered 9-3/4% Senior Subordinated
Notes due 2012 expired Tuesday, November 26, 2002.  The Company
offered to exchange $165,000,000 of the original notes, issued
in April 2002, for new notes registered under the Securities Act
of 1933, as amended, pursuant to the registration rights
agreement related to the sale of the original notes.  The terms
of the new notes are identical to the terms of the original
notes, but the new notes will not be subject to the transfer
restrictions under the federal securities laws that were
applicable to the original notes.  The Company believes
$164,986,000 aggregate principal amount of the original notes
were tendered and received prior to the expiration of the
exchange offer at 5:00 p.m., New York City time on Tuesday,
November 26, 2002.

AMI is a leading manufacturer of exterior residential building
products, which are distributed through 89 company-owned Supply
Centers across the United States.  The Company produces a broad
range of vinyl siding and vinyl window product lines as well as
vinyl fencing, decking and railing and vinyl garage doors.

                         *    *    *

As previously reported, Standard & Poor's revised the
CreditWatch implications on building products manufacturer
Associated Materials Inc.'s 'BB' corporate credit rating to
negative from developing. Ratings on Associated Materials were
placed on CreditWatch on December 20, 2001, following the
company's announcement that it was pursuing strategic
alternatives, including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc., to double-'B'-minus, reflecting a
more leveraged capital structure. The outlook will be stable.

In addition, Standard & Poor's expected to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.


AVADO: Fails to Beat Form-10Q Filing Deadline over SFAS Issue
-------------------------------------------------------------
In the first quarter of 2002, Avado Brands, Inc., adopted the
provisions of Statement of Financial  Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets".  The Company interpreted the provisions of that
statement as requiring the classification of its McCormick &
Schmick's and Canyon Cafe brands as discontinued operations and
such classification was presented in the first and second
quarter Form 10-Q financial statement filings. Immediately prior
to the planned filing of the Company's Form 10-Q for the third
quarter ended September 29, 2002, the Company became aware,
through consultation with its outside auditors, that the
presentation of McCormick & Schmick's and Canyon Cafe as
discontinued operations was not in accordance with the
provisions of SFAS 144. Due to the resulting financial statement
reclassifications and other drafting changes required to
properly state Form 10-Q, the Company was not able to file, with
the SEC, its Form 10-Q by the November 13, 2002, 5:30 p.m.
Eastern Standard Time filing deadline.

                        *   *   *

As previously reported on the July 16, 2002, edition of the
Troubled Company Reporter, Standard & Poor's upgraded its
corporate credit rating on casual dining restaurant operator
Avado Brands Inc., to CC from D.


BION ENVIRONMENTAL: Ability to Continue Operations Uncertain
------------------------------------------------------------
Bion is an environmental service company focused on the needs of
confined animal feeding operations.  Bion is engaged in two main
areas of activity: waste stream remediation and organic soil and
fertilizer production. Bion's waste remediation service business
provides CAFOs (primarily in the swine and dairy industries)
with treatment for the animal waste outputs.  In this regard,
Bion treats their entire waste stream in a manner which cleans
and reduces the waste stream thereby mitigating pollution of the
air, water (both ground and surface) and soil, while creating
value-added organic soil and fertilizer products.  Bion's soil
and fertilizer products are being used for a variety of
applications including school athletic fields, golf courses and
home and garden applications.

The Company incurred losses totaling $1,070,674 during the three
months ended September 30, 2002 (including non-cash expenses of
$158,447) and has a history of losses which has resulted in an
accumulated deficit of $57,544,672 at September 30, 2002.

During the year ended June 30, 2002, through the Company's
transactions with Centerpoint Corporation and OAM S.p.A. the
Company obtained $4,800,000 in cash. The Company is currently
engaged in seeking additional financing to satisfy its current
operating requirements.

There can be no assurance that sufficient funds required during
the next twelve months or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.
The lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a
material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be
available on attractive terms or that they will not have a
significantly dilutive effect on the Company's existing
shareholders.

Bion has a stockholders' equity of $1,867,243, an accumulated
deficit of $57,544,672, limited current revenues and substantial
current operating losses.  Its operations are not currently
profitable; therefore, readers are further cautioned that its
continued existence is uncertain if it is not successful in
obtaining outside funding in an amount sufficient for it to meet
its operating expenses at its current level.  Management is
currently engaged in seeking additional capital to fund
operations until Bion system and BionSoil(R) sales are
sufficient to fund operations.  There is substantial doubt about
the Company's ability to continue as a going concern.


BLACK HILLS: Amends & Extends $50MM Credit Facility Until May 26
----------------------------------------------------------------
Black Hills Corporation (NYSE: BKH) -- with a working capital
deficit of about $316 million at September 30, 200 -- reported
on recent financing
activity.

The Company has amended and extended until May 26, 2003 a $50
million secured financing for the expansion of its Las Vegas II
project, a 224 megawatt gas-fired combined-cycle power
generation facility under construction near Las Vegas, NV.

Black Hills Corporation -- http://www.blackhillscorp.com-- is a
diverse energy and communications company with three business
groups: Black Hills Energy, the integrated energy unit which
generates electricity, produces natural gas, oil and coal and
markets energy; Black Hills Power, an electric utility serving
western South Dakota, northeastern Wyoming and southeastern
Montana; and Black Hills FiberCom, a broadband communications
company offering bundled telephone, high speed Internet and
cable entertainment services.


BLACK HILLS: Files SEC Form S-3 for Future Capital Offerings
------------------------------------------------------------
Black Hills Corporation (NYSE: BKH) filed a Form S-3
Registration Statement with the Securities and Exchange
Commission on November 27, 2002, so that it may proceed with
equity or debt offerings at unspecified future dates.  This
"shelf" registration will enable Black Hills Corporation to
attain up to $400 million in additional capital as opportunities
warrant.  The nature and terms of the securities to be offered
will be described in prospectus supplements.  The registration
statement indicates that the Company intends to use the net
proceeds for working capital and general corporate purposes,
which may include repayment of outstanding debt, capital
expenditures, acquisitions, investments and other business
opportunities.

Any offerings of securities covered by the registration
statement will be made only by means of a written prospectus and
prospectus supplements.  The registration statement has not yet
become effective.  Securities covered by the registration
statement may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.

Black Hills Corporation -- http://www.blackhillscorp.com-- is a
diverse energy and communications company with three business
groups: Black Hills Energy, the integrated energy unit which
generates electricity, produces natural gas, oil and coal and
markets energy; Black Hills Power, an electric utility serving
western South Dakota, northeastern Wyoming and southeastern
Montana; and Black Hills FiberCom, a broadband communications
company offering bundled telephone, high speed Internet and
cable entertainment services.


BLACKSTONE TECH: Will Auction-Off Certain Assets Tomorrow
---------------------------------------------------------
Blackstone Technology Group, Inc., proposes to sell certain of
its assets, free and clear of liens, and executory contracts to
XSDP Corporation. The sale is pursuant to an Asset Purchase
Agreement between the parties, subject to better and higher
offers.

If qualified bid are received, the U.S. Bankruptcy Court for the
District of Delaware directs that the Debtor hold an auction on
December 3, 2002, at 10:00 a.m. Eastern Time at the offices of
the Debtors' Counsel, Klett, Rooney, Lieber & Schorling, to
flush-out the highest and best bid.

A sale hearing will be held before the Honorable Peter J. Walsh
on December 4, at 5:00 p.m. or as soon thereafter as Counsel can
be heard.

Blackstone Technology Group, Inc., filed for Chapter 11
protection on October 10, 2002. Kathleen P. Makowski, Esq., and
Adam G. Landis, Esq., at Klett Rooney Lieber & Schorling
represent the Debtor in their restructuring effort.


BRITISH ENERGY: S&P Junks Corp. Credit Rating over Restructuring
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on British Energy PLC to 'CC' from 'B' and its senior
unsecured debt rating to 'C' from 'CCC+'. At the same time, the
CreditWatch placement has been revised to negative from
developing.

This action follows the announcement by British Energy that it
intends to pursue a solvent restructuring with the support of
the U.K. government.

Under Standard & Poor's default criteria, a default under the
bonds is almost certain--either upon acceptance by the creditors
of British Energy of the restructuring plan, or prior to that if
the company goes into administration.

"The restructuring plan includes a proposal to swap the existing
bonds for a combination of new bonds and new shares, although
recovery is expected to be significantly less than par," said
Standard & Poor's credit analyst Paul Lund. If accepted by
creditors, a standstill on payments to creditors would mean that
principal will not be paid on the 2003 bonds on March 25, 2003,
which would lead to the ratings being lowered to 'D' at that
point under Standard & Poor's criteria.

Agreement in principle with the principal creditors for
standstill arrangements and proposed restructuring must be in
place by February 14, 2003. In the event that there is no
agreement with the creditors at that point, administration would
appear likely. The government credit support is scheduled to
expire on March 9, 2003.

Standard & Poor's will continue to monitor the CreditWatch
situation closely.


BUYERS UNITED: Working Capital Deficit Tops $6.7MM at Sept. 30
--------------------------------------------------------------
Up through the end of 2001, Buyers United Inc., had experienced
recurring losses from operations.  As of September 30, 2002, the
Company had a working capital deficit of $6.7 million and an
accumulated deficit of $26 million. Although the Company has
achieved profitability during the first three quarters of 2002,
and management believes the Company will continue to be
profitable for the fourth quarter of 2002, the foregoing matters
raise substantial doubt about the Company's ability to continue
as a going concern.

Buyers United is engaged in the business of selling to small to
mid-size businesses and consumers telecommunications services.
Its business model is to offer these services at what it
believes to be competitive prices, and provides additional value
to the customer through specialized service, convergent billing,
product rebates, and other promotions.  Buyers United uses the
purchasing power of its customer base to obtain favorable rates
for long distance and Internet access service and obtain rebates
on products and services it offers to its customers as an added
benefit for purchasing long distance through the Company.
Buyers United's goal is to continue to expand and develop as a
national reseller of its services.  ts strategy for achieving
this goal is to focus on expanding service and product
offerings, continue its customer rebate program, continue
development of its agent sales program, and pursue Internet
marketing opportunities to obtain new customers.

Total revenues from telecommunications and other services
increased 120%, to $8.7 million, for the three months ended
September 30, 2002, as compared to $3.9 million for the same
period in 2001.  Year-to-date revenues increased 95%, to $20.3
million, as compared to $10.4 million during the first nine
months of 2001.  The increase in revenue is due to an increase
in the number of customers served resulting from Buyers United's
ongoing promotional efforts, primarily involving independent
agents and referrals from an online shopping comparison service.

Overall net income before preferred stock dividends was $317,608
during the quarter ended September 30, 2002, as compared to a
$2.0 million net loss for the same period during 2001.  Net
income for the first nine months of 2002 was $395,140, as
compared to a net loss of $5.3 million incurred during the
comparable period of 2001.

Buyers United's current ratio as of September 30, 2002 increased
slightly to 0.55:1 from 0.48:1 at the end of 2001.  The
components of current assets and current liabilities that
changed significantly since the end of 2001 were accounts
receivable, other current assets, the current portion of long-
term debt, and accrued liabilities.

Accounts receivable and accrued commission and rebates increased
as a result of higher revenue amounts during 2002 as compared to
2001.  Other current assets increased 393% since the end of
December 2001, due primarily to higher capitalized amounts
associated with the Company's direct response advertising
campaign, the benefits of which are expected to be received
during the next twelve months.

The current portion of long-term debt rose 612%, due to a $1.05
million promissory note, due February 28, 2003, that was
reclassified from a long-term to a current liability, and other
promissory notes aggregating $2,544,998 due July 5, 2003 that
were similarly reclassified.  In addition, although the
majority of new promissory notes issued during 2002 have no
stated maturity date, management believes these notes will be
repaid over a period of approximately twelve months.
Accordingly, the entire amount of these loans have also been
included in current liabilities.

As of September 30, 2002, Buyers United had a $1.05 million note
payable to an individual bearing interest at 18%, payable
monthly.  The note is due February 28, 2003 and provides that
50,000 shares of common stock will be issued to the note holder
at maturity.  Should the note be prepaid, the Company is
required to issue 100,000 shares to the note holder.  The note
provides a conversion feature whereby the holder may convert the
note into common stock at $2.50 per share.

Approximately, 95% and 66% of the Company's costs of revenue for
the nine months ended September 30, 2002 and 2001, respectively,
was generated from two (three in 2002) telecommunications
providers.  As of September 30, 2002, two of these providers had
filed for bankruptcy protection under Chapter 11, and the other
provider is currently being scrutinized by the Securities and
Exchange Commission over certain accounting matters.  Although
the Company has not experienced a disruption of service and
feels it could replace any one of these sources with other
wholesale telecommunications providers, the effect on the
Company's operations of potentially losing all three of these
service providers can not be determined.


CEDARA SOFTWARE: Inks Partner Agreement with B-Soft in China
------------------------------------------------------------
In a signing ceremony in the beautiful city of Hangzhou, China,
with both Chinese and Canadian government officials in
attendance, Cedara Software Corp., (TSX:CDE/NASDAQ:CDSW) and B-
Soft Group entered into an agreement to market Cedara's Picture
Archiving and Communications System family of products in China.
Acknowledged as one of China's top Hospital Information Systems
companies, B-Soft has a customer base of 700 hospitals.

The agreement with B-Soft, signed November 5, 2002, is another
key milestone in Cedara's strategic plans to expand its business
in China. As a leading world economy experiencing extraordinary
growth, China has enormous need for medical IT and medical
imaging capabilities. The B-Soft partnership extends Cedara's
PACS market position in Asia.

Under the agreement, B-Soft and Cedara will cooperatively
develop an integrated hospital information and image management
system that provides a complete solution tailored to meet the
needs of Chinese hospital workflow. Both partners believe that
such an integrated solution will result in direct cost saving,
significant improvements in radiologists' and physicians'
productivity, and more clinical value from captured patient
images.

Cedara's PACS product suite is designed to meet the image
management needs of the entire healthcare-enterprise. The suite
includes an image archiving and distribution system (Cedara I-
Store(TM)), diagnostic review workstation (Cedara I-
Softview(TM)), web-based image distribution server (Cedara I-
Reach(TM)), and hospital system interface products. This easy-
to-integrate PACS is used to acquire, analyze, store and
distribute medical images that allow system integrators to build
robust, flexible, and scalable image storage management
solutions.

"PACS continues to establish itself as a cost-effective
alternative to traditional film-based imaging processing. In
partnering with B-Soft, Cedara gains an excellent partner with
mature experience in the delivery of IT solutions to a large
Chinese client base," said Minglin Li, Cedara's Product
Director, PACS/Radiology and Director, New Business Development,
Asia Pacific.

"B-Soft owns the largest HIS customer base in China. Cedara is a
world class company with well recognized expertise and
innovation in medical imaging," explained Rong Hua, Chief
Executive Officer of B-Soft, "We are excited about this
complementary relationship, which will deliver state-of-the-art
PACS solutions in the Chinese market. We already have seen
strong interest from amongst our install base of 700 existing
hospitals. We believe the cooperation will lead to substantial
achievements that will help us to reach our goals, on both
sides."

"We are truly honoured to have B-Soft as a Partner. Together we
are in an excellent position to deliver an effective PACS
healthcare solution for the benefit of the people of China. This
is an important achievement for Cedara," said Abe Schwartz,
Chief Executive Officer of Cedara.

Cedara Software Corp., is a leading provider of medical imaging
software for many of the world's leading medical devices and
healthcare information technology systems companies. Cedara has
over 20,000 medical imaging installations worldwide. Cedara's
Imaging Application Platform software is embedded in 30% of
magnetic resonance imaging devices in use today. Cedara's
Picture Archiving and Communications System technology has
been installed in over 4,300 global sites.

As of March 31, 2002, Cedara posted a working capital deficit of
about $4.7 million and a shareholders' equity deficit of $10
million.

HangZhou B-Soft Group, located in HangZhou, China, is a solution
provider and system integrator focusing on business solutions in
the healthcare industry. An ISO 9001 quality system certified
organization, B-Soft is recognized as a "Top Ten Software
Company" in ZheJiang province. B-Soft's products include
Hospital Information Systems, Medical Insurance Systems,
Community Healthcare Service Systems, Public Health Bureau
Information Management Systems, etc. The company owns the
leading HIS market share position in China with 700 hospitals.


CELL-LOC INC: Working Capital Deficit Reaches $2.5 Million
----------------------------------------------------------
Cell-Loc Inc., (TSX: CLQ) reported its financial results for the
first quarter of fiscal year 2003 ended September 30, 2002. The
net loss for the first quarter was $15.97 million compared to
$3.27 million for the same period last year.

"In this reporting period, Cell-Loc has taken significant
initiatives which will fundamentally change its financial
statements," said Sheldon Reid, President & CEO, Cell-Loc Inc.
"Cell-Loc wrote down $11.9 million in network assets and
inventory which reflects its departure from the cellular
location business model. And, in the same vein, the Company's
U.S. affiliate, TimesThree Inc. is considering its alternatives
for liquidation or dissolution. We are motivated to confirm the
complete business separation of Cell-Loc from TimesThree Inc. in
part because the evolution of our technology has surpassed the
assumptions implicit in the TimesThree business model.

De-consolidation of TimesThree Inc. from Cell-Loc's financial
statements would reduce current liabilities by approximately
$3.2 million and future contingent liabilities by approximately
$9.0 million."

The Q1 conference call will take place at 10 am ET (8 am MT) on
Friday, November 29, 2002. Call details are included at the end
of this news release.

                    Corporate Highlights

$40 Million US Equity Line of Credit

On May 16, 2002, the Company announced that it had received
final receipts from the Alberta and Ontario securities
commissions and closed its prospectus offering of subscription
shares and commitment warrants under an equity line of credit
for proceeds of up to $40 million (US). As of September 30, 2002
the Company has not yet drawn on this equity line of credit.

TimesThree Inc.

During fiscal year 2001 TimesThree Inc., a subsidiary of Cell-
Loc Inc., signed leases for 115 tower sites in Dallas, Austin
and Atlanta, all of which were for a term of five years. As of
September 30, 2002, TimesThree had lease rental payments of
approximately $1.6 million US due and payable under these
contractual arrangements. The lease commitments for tower sites
were predicated on the deployment of the Company's cellular
location networks. Accordingly, other costs associated with the
corporate activities of TimesThree were incurred and remain
outstanding.

The Company has terminated any further network development in
Dallas and Austin and has ceased financial and operations
support for TimesThree. TimesThree is in default of its tower
lease agreements and has advised the respective tower companies
of its inability to make payment on those lease agreements.

TimesThree's only assets at September 30, 2002 were its
interests in the tower leases, which the Company values at $nil.
TimesThree's debts totaled $5.4 million (US) at September 30,
2002, including $3.3 million (US), which was due to Cell-Loc.
With respect to the obligations of TimesThree to third
parties, the Company has not provided corporate guarantees,
letters of credit or any other financial assurances for the
obligations of TimesThree.

The Board of Directors of TimesThree is considering its
alternatives for liquidation or dissolution.

Asset Impairment

Concurrent with the Company's decision to terminate the
deployment of its cellular technology in Austin and Dallas and
to cease further support of TimesThree, the Company determined
that certain assets being held for network deployment will no
longer be required and therefore have been offered for sale. In
connection with these decisions, the Company has, at September
30, 2002, re-assessed the carrying value of the assets deployed
in the Dallas and Austin network developments, and has re-valued
the assets offered for sale at their estimated net realizable
value. As a result, the Company has recorded an asset impairment
charge of $11.9 million at September 30, 2002.

         Interim Management Discussion And Analysis

During the quarter ended September 30, 2002 the Company
recognized a loss of $15.9 million. The loss is primarily
attributed to a write down of $11.9 million taken on inventory
and network assets. The Company used $1.16 million for
operations this quarter, which is a nine percent increase from
the $1.06 million used for the quarter ended June 2002 and a 55
percent decrease from the same quarter last year. Network and
capital expenditures for the quarter decreased to $31,000 from
$213,000 last quarter and $42,000 for the quarter ended
September 2001.

Deferred Revenue

In March 2002, the Company received $800,000, which has been
recorded as deferred revenue from the license agreement with IQ2
Communications Corp. for exercising their option to acquire from
Cell-Loc the sole rights to Cell-Loc's intellectual property for
use in the Austin, Texas geographic market, subject to an
agreement between the parties dated October 5, 2001. As of
September 30, 2002 this amount is still recorded as deferred
revenue pending certain performance obligations by the Company.

Operations

Operating expenses were $2.4 million for the quarter relative to
$1.18 million from the previous quarter and $1.35 million for
the same quarter last year. The increased operating expenses of
$1.28 million over the previous quarter reflects TimesThree's
default under the tower lease agreements, causing an additional
$1.24 million to become due and payable by TimesThree.
Cost savings continue to be realized through consolidation of
the number of inventory storage facilities.

Marketing and Business Development:

Expenses for marketing and business development for the quarter
ended September 30, 2002 were $79,000. This number has increased
marginally from $57,000 for last quarter and decreased 57
percent from the same period last year. The lower costs were
realized as a result of the restructuring program undertaken in
September 2001 and a continued focus on reducing travel and
related expenses.

General and Administration

General and administration expenses for the quarter ended
September 2002 were $324,000. The reduction of staff levels and
the focus on ensuring expenditures are limited to core projects
and essential items have resulted in a consistent level of
general and administrative expenditures. The current quarter
shows a 55 percent reduction from the $713,000 spent during the
same period last year.

Research and Development

As the Company continues to upgrade and develop its technology,
research and development expenses will be required. The
expenditures are and will continue to be specifically related to
the ongoing technical development required to refine the
Company's commercial products. The $402,000 of expenses this
quarter reflects a 28 percent decrease from the $555,000 last
quarter, and reflects a 35 percent decrease from the $620,000
for the quarter ended September 2001.

Liquidity and Capital Resources

The September 30, 2002 total cash balance of $1.5 million
represents a $1.2 million, or 44 percent, decrease from the
previous quarter cash balance of $2.7 million. The working
capital deficit has deteriorated 88 percent to ($2.47) million
from ($1.31) million for the quarter ended June 30, 2002. The
increase in working capital deficit for the period ended
September 30, 2002 is a direct result of recognizing the
additional lease liabilities in TimesThree arising due to
TimesThree's default under the various lease agreements. The
Company has entered into contracts to sell a portion of the
assets formerly classified as available for deployment, the
proceeds from which will be a source of near term cash. The
Company has the ability to draw on its equity line of credit.
The Company's monthly use of cash continues to be scrutinized
to ensure optimal use of the Company's cash resources.

As of November 28, 2002, in the absence of the Company selling
the network equipment contracted for sale or the Company
generating cash by licensing its technology to third parties,
the Company will deplete its cash reserves prior to the end of
December 2002.

Business Risks and Prospects

The Company is actively negotiating commercial contracts. The
joint venture agreements currently being negotiated are examples
of the focused business strategy that Cell-Loc has now
undertaken. Joint venture arrangements, such as those negotiated
with IQ2 and Cell-Loc Chongqing will enable the Company to
introduce Cell-Loc's technology to the global market.

The ability to source products and continue research and
development is contingent on the Company's ability to be able to
continue the working relationships that have been established
with the vendors and creditors who supply goods and services to
Cell-Loc.

The Company's ability to continue to generate revenue and
achieve positive cash flow in the future is dependent upon
various factors, including the level of market acceptance of its
services, the degree of competition encountered by the Company,
the cost of acquiring new customers, technology risks, the
ability to fund continued network deployment and operations,
general economic conditions and regulatory requirements.

Cell-Loc Inc. -- http://www.cell-loc.com, a leader in the
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South
America, with a view to expanding globally. Cell-Loc equipment
will be manufactured under licenses in Brazil and China.
Commercial deployment has been successfully tested in Canadian
markets and will now proceed under agreements in major U.S.
markets as well. Cell-Loc is listed on the Toronto Stock
Exchange (TSX) under the trading symbol: "CLQ."

As of September 30, 2002, Cell-Loc's balance sheet reported a
working capital deficit topping $2.5 million.


COLEMAN OIL: Court Approves Asset Sale to Childers Oil for $14MM
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Joseph Scott has approved the
Coleman Oil's proposed sale of its Happy Mart and Fillzone
convenience stores in Kentucky and other assets to Childers Oil
Co., for a total consideration of $14 million, The Cincinnati
Enquirer reported Thursday last week.

Coleman Oil and five of its affiliates filed for bankruptcy
protection on September 30, 2002, in the U.S. Bankruptcy Court
for the Eastern District of Kentucky.


COLUMBUS MCKINNON: Completes Refinancing of Credit Facility
-----------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), announced the
refinancing of its existing senior secured $150 million credit
facility with a new $100 million senior secured credit facility
and a new $70 million senior second secured term loan executed
in a private transaction.  The new credit facility matures on
March 31, 2007.  A portion of the senior second secured term
loan matures in May 2007 and the remaining balance in November
2007. Fleet Capital Corporation served as agent for the senior
credit facility and Fleet Securities, Inc., placed the senior
second secured term loan.

Timothy T. Tevens, President and Chief Executive Officer, said,
"The refinancing of our existing credit facility, which was
going to mature in March 2003, has stabilized our capital
structure and extended the maturity of our senior debt by
approximately four years while providing continued liquidity to
fund our working capital needs.  This transaction reduces our
financial risk and provides us with the time and flexibility to
manage our business through this difficult economic environment.
It also allows us to continue to focus on additional facility
rationalizations and implementing lean manufacturing which will
further reduce costs and support accelerated debt repayment."

The senior secured credit facility is comprised of a $67 million
revolver and $33 million term loan, which amortizes quarterly
over seven years starting on March 31, 2003. The senior second
secured term loan has no scheduled amortization and is
prepayable at the company's option without penalty.

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

Fleet Capital Corporation -- http://www.fleetcapital.com--
which has more than 20 offices located throughout the United
States, provides asset-backed loans and a broad array of capital
markets products to domestic middle-market companies and their
foreign subsidiaries. Fleet Capital is part of FleetBoston
Financial Corporation, the nation's seventh largest financial
holding company with approximately $187 billion in assets. The
company's principal businesses, Personal Financial Services and
Wholesale Banking, offer a comprehensive array of innovative
financial solutions to 20 million customers. Fleet's Wholesale
Banking division provides commercial lending, syndications,
leasing, cash management, asset-based finance, foreign exchange
and interest rate derivatives to corporate clients. FleetBoston
Financial is headquartered in Boston and listed on the New York
Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE:
FBF).

                         *    *    *

As reported in Troubled Company Reporter's September 12, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Columbus McKinnon Corp., to single-'B' from single-
'B'-plus following the company's announcement that it had
withdrawn its registration statement for a follow-on public
equity offering.

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


CREDIT SUISSE: Fitch Affirms Low-B Ratings on 4 Classes of Notes
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s
Commercial Mortgage Pass-Through Certificates, Series 2001-CK1
$93.8 million class A-1, $149.0 million class A-2, $498.4
million class A-3, and the interest-only classes A-X, A-CP, and
A-Y are affirmed at 'AAA' by Fitch Ratings. In addition, Fitch
affirms the $42.9 million class B at 'AA', the $45.4 million
class C at 'A', the $12.6 million class D at 'A-', the $12.6
million class E at 'BBB+', the $20.2 million class F at 'BBB',
the $17.7 million class G at 'BBB-', the $17.5 million class H
at 'BB+', the $27.4 million class J at 'BB', the $7.5 class K at
'BB-', and the $7.5 million class L at 'B+'. Fitch did not rate
classes M, N, and O. The rating affirmations follow Fitch's
annual review of the transaction, which closed in March 2001.
The certificates are collateralized by 142 fixed-rate loans on
156 properties, and consist mainly of the following: office
(37%), retail (28%), and multifamily (19%). There are geographic
concentrations in California (33%), Texas (10%), and
Pennsylvania (7%). As of the November distribution date, the
pool's collateral balance has decreased 1.2% to $985.0 million
from $997.1 million at closing.

Key Commercial Mortgage, the master servicer, collected year-end
2001 financials for 100% of the pool balance. According to the
information provided, the YE 2001 weighted average debt service
coverage ratio increased to 1.47 times from 1.41x at issuance.
Currently, one loan (0.2%) is in special servicing. The loan is
secured by a multifamily property in Amarillo, TX and is
currently real estate-owned. Fitch expects any losses associated
with this loan to be fully absorbed by class O.

Fitch reviewed the performance of the credit assessed Stonewood
Center Mall loan (8% of the pool) and the 747 Third Avenue loan
(4%). The Stonewood Center Mall loan is secured by a leasehold
interest in a 930,000 square foot (sf) regional mall located in
Downey, CA. The center is anchored by JC Penney, Robinsons May,
Sears, and Mervyn's. The stressed DSCR for the trailing twelve
months ending June 2002 was 1.56x compared to 1.34x at issuance.
The 747 Third Avenue loan is secured by a leasehold interest in
a 405,000 sf office property located in midtown Manhattan. The
largest tenants are Independent Television Network, Inc. (8% of
gross leasable area), BBC Worldwide America (8%), and Grey
Advertising (5%). The stressed DSCR for the trailing twelve
months ending September 2002 was 1.63x compared to 1.58x at
issuance. Both loans had an investment grade credit assessment
at issuance. Based on their stable to improved performance,
Fitch has maintained their investment grade credit assessments.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


DESA: Wants to Convert to a LLC to Capitalize on Cut Tax Bill
-------------------------------------------------------------
DESA Holdings Corporation and DESA International desire to
capitalize on certain tax advantages available to limited
liability companies, and consequently, ask the Court to allow
DESA International to transform itself into a Delaware LLC.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware they want to modify the underlying corporate structure
and transfer assets from DESA International to DESA Holdings.
The Debtors contemplate that the Proposed Conversion Transaction
will minimize, if not eliminate, certain tax exposure arising
from the sale of DESA International's assets.

Particularly, in the Proposed Conversion Transaction, DESA
International will convert into and become a Delaware limited
liability company.  The stock of DESA International will be
converted into equity interest in DESA International, LLC.  DESA
International, LLC will succeed to all the liabilities of DESA
International and all the assets of DESA International other
than the assets distributed to DESA Holdings.

Contemporaneously, as part of the Proposed Conversion
Transaction, cash and assets currently owned by DESA
International having a fair market value not to exceed $500,000
will be distributed to DESA Holdings.  The Transaction Assets
will not be subject to any claims of creditors of DESA
International, any claims arising from DESA Holdings' guarantee
of DESA International indebtedness, or any claim of DESA
International as obligee of the Advances.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002. Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones represents
the Debtors in their restructuring efforts.


DIVERSIFIED CORPORATE: Secures Extension from GECC Until Dec. 13
----------------------------------------------------------------
Diversified Corporate Resources, Inc., (Amex: HIR) said that
General Electric Capital Corporation has conditionally extended
until December 13, 2002, the deadline for the Company to pay GE
in full the amount owed under the line of credit that the
company has with GE.  At this time, the unpaid amount owed to GE
is approximately $3.4 million.

J. Michael Moore, the Chairman and Chief Executive Officer of
DCRI, commented as follows: "We are pleased to have obtained an
extension from GE. As a prospective lender is in the process of
completing its due diligence, we are optimistic of securing
alternative financing.  We are continuing to pursue
opportunities which would, if consummated, effectuate a
reduction in our debt obligations."

Diversified Corporate's September 30, 2002 balance sheet shows a
working capital deficit of about $3.6 million.

                         *    *    *

                  Going Concern Uncertainty

In its SEC Form 10-Q dated November 14, 2002, the Company
reported:

"As of September 30, 2002, we were not in compliance with the
amended financial covenant under our three-year revolving line
of credit agreement with General Electric Capital Corporation.
Pursuant to our most recent forbearance agreement with GE, we
have until November 25, 2002, to either repay the full amount of
the GE facility, or to refinance the GE facility with an
alternative lender.

"GE agreed to the October Forbearance Agreement only after J.
Michael Moore, the Chairman of the Board and Chief Executive
Officer of the Company, took the following action: (a) Mr. Moore
personally guaranteed part of the GE facility, (b) Mr. Moore
caused a corporation he owns to guarantee part of the GE
facility, and (c) he caused such entity to pledge collateral to
secure these debt guarantees. In connection with this
Forbearance the Company has agreed to grant to Mr. Moore options
to purchase 3,600,000 shares of the Company's common stock at
varying prices as follows: (a) options for 1,200,000 shares at
$0.13 per share, (b) options to purchase 1,200,000 shares at
$0.16 per share, and (c) options to purchase 1,200,000 shares at
$0.19 per share. In conjunction with these options being
granted, the directors of the Company made the following
determinations: (a) if Mr. Moore had not partially guaranteed
the GE facility, GE would not have continued to fund the
Company's requested loan advances, and (b) the Company would
have had no alternative but to seek protection form its
creditors by filing for such protection under the federal
bankruptcy laws, and (c) in the event of such filing, the
shareholders of the company would ultimately have not recovered
any amount of money and would have lost their entire investment
in the Company. No documentation has yet been executed with
respect to these options, but such documentation is expected to
be executed soon. As the American Stock Exchange guidelines
mandate that these options be approved by the Company's
shareholders, we anticipate calling a special meeting of the
shareholders of Company for the purpose of submitting the grant
of these options to the Company's shareholders for approval.

"The GE facility permits borrowings based on availability
criteria outlined in the GE loan documents. At November 12,
2002, net borrowing availability under the GE facility was
approximately $4,000 after excluding defined reserves of $1.7
million. Under the terms and conditions of the GE facility, all
cash receipts deposited in our lock boxes are swept by GE daily.
This procedure, combined with the Company's policy of
maintaining zero balance operating accounts, results in the
Company reporting a balance of "obligations not liquidated
because of outstanding checks" in the accompanying consolidated
balance sheet.

"The Company failed to make the required acquisition agreement
payments of approximately $1,178,000 and $884,000 (to the former
owners of Mountain, LTD., which were due on October 1, 2001 and
October 1, 2002, respectively, and we failed to make the payment
of approximately $867,000 to the former owners of Texcel, Inc.
which was due on October 8, 2001. Effective as of October, 2001,
we entered into forbearance agreements with the former owners of
both Mountain and Texcel that involved (among other things) the
extension of the debt payment dates under both obligations, and
our commitment to pay interest on the amount owed to the holders
of both the Mountain and Texcel debt. We were able to make
partial debt payments to the former owners of Texcel, but in
September, 2002, we failed to pay the installment payments then
owed to the former owners of both Mountain and Texcel, and the
entire amount payable to these individuals is now due and
payable. As of September 30, 2002, we owed approximately
$2,062,000 to the former owners of Mountain, and approximately
$747,000, to the former owners of Texcel. We are unable to pay
any of such amounts at this time, and our ability to cure such
defaults in connection with these debt obligations is contingent
upon the outcome of our efforts to refinance the GE facility. We
are currently in negotiations with respect to these debt
obligations.

"Pursuant to the Note Purchase Agreement effective January 8,
1999, by and among the Company, Compass Bank, DCRI L.P. No. 2,
Inc. (L.P. No. 2), J. Michael Moore, our Chairman and Chief
Executive Officer, the Company is obligated to purchase from the
Bank two promissory notes issued to the Bank by LP No.2. We have
been notified that an entity affiliated with Mr. Moore has
entered into a purchase agreement with the Bank that upon
completion will eliminate the Company's obligation to the Bank.
As of November 13, 2002, the amount payable to the Bank pursuant
to the Notes was approximately $270,000. The Notes are currently
secured by 168,500 shares of the Company's common stock pledged
to the Bank by L.P. No. 2 and or Mr. Moore. Based on the current
market price of the Company's common stock on November 13, 2002,
the unsecured balance of the liability to the Bank by all
parties involved is approximately $252,000. While there can be
no assurance that the aforementioned purchase of the Notes will
be successful, the Company does not have the funds available to
purchase the Notes if required to do so under the terms of the
Purchase Agreement. As the Notes are guaranteed by Mr. Moore, we
believe, based upon financial information provided by Mr. Moore,
that Mr. Moore has the financial ability to satisfy the Notes.

"These factors, among others, indicate that the Company may be
unable to continue as a going concern.

"We are continuing to evaluate various financing and
restructuring strategies to maximize shareholder value and to
provide assistance to us in pursuing alternative financing
options in connection with our capital requirements and
acquisition debt obligations. We can provide no assurance that
we will be successful in implementing the changes necessary to
accomplish these objectives, or if we are successful, that the
changes will improve our cash flow and liquidity."


EL PASO CORP: Expresses Disappointment with Moody's Downgrades
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) responded to the rating downgrade
of its senior unsecured debt by Moody's Investors Service.
"Through implementation of the balance sheet enhancement and
strategic repositioning plans, El Paso's credit posture is
significantly stronger today than it was at the beginning of the
year," said William A. Wise, chairman and chief executive
officer of El Paso.  "We have issued approximately $2.5 billion
of equity securities, we expect to complete $4 billion of asset
sales this year, we have improved our corporate liquidity, and
we recently announced a plan to exit the energy trading business
in a manner that we believe will maximize value for all
stakeholders.  El Paso has the assets, cash flow, and liquidity
necessary to continue to operate and grow its businesses.  It is
regrettable that Moody's has largely ignored this progress and
has acted based upon the uncertainties associated with the
Federal Energy Regulatory Commission process, rather than
waiting for the actual results.  We continue to believe that our
position will be vindicated."

                            Liquidity

The company's cash and overall liquidity position remains
strong, as set forth in the following table, which has been
updated as of November 25, 2002.

     Sources                                  ($ billions)
       Available cash                             $0.7
       364-day bank facility                       3.0
       Multi-year bank facility                    1.0
         Subtotal sources                         $4.7

     Uses
       Commercial paper outstanding              ($0.0)
       Letters of credit under bank facility     ( 0.5)
         Subtotal uses                           ($0.5)

     Net available liquidity                      $4.2

The rating action will require El Paso to post additional cash
or other collateral pursuant to certain existing contractual
obligations.  The company believes that its liquidity position,
shown above, is more than adequate to meet the company's cash
needs.  In order to meet anticipated requirements, the company
plans to draw $1.5 billion from its $3 billion revolving credit
facility.

The $3 billion revolving credit facility expires in May 2003.
The company has the option prior to that maturity to fully draw
the facility and extend repayment until May 2004.  The company's
$1 billion facility expires in August 2003.

El Paso has approximately $1.8 billion of existing debt,
financing and minority interest maturities in 2003, including
the $1 billion of El Paso-guaranteed Limestone (Electron) notes,
which mature in March 2003.  The 2003 debt maturities are
expected to be met through a combination of cash flow from
operations and planned asset sales.

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

DebTraders reports that El Paso Corp.'s 5.750% bonds due 2006
(EP06USN1) are trading at 63 cents on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP06USN1for
real-time bond pricing.


EL PASO CORP: Will Hold Earnings Guidance Conference Call Today
---------------------------------------------------------------
El Paso Electric (Amex: EE) reported updated earnings guidance
for 2002.  Milder than expected weather, higher than expected
operations and maintenance costs at the Palo Verde Nuclear
Generating Station, and a reduced estimate of EE's unbilled
revenue for the year has caused EE to reduce its estimate for
2002 earnings to a range of $0.76 to $0.82 per share.

During September and October, EE experienced mild weather in its
service territory resulting in lower than expected sales.  In
addition, EE anticipates it will incur higher than expected
costs associated with early retirement programs at PVNGS.
Finally, due to a change in billing assumptions, unbilled
revenue for the most recently issued annual earnings guidance
was over estimated.

A conference call to discuss 2002 earnings guidance is scheduled
for 10 a.m. Eastern Time, Monday, December 2, 2002.  The dial-in
number is 877-779-7421 with a passcode of 2002.  A replay will
run through December 17, 2002.  The dial-in number for the
replay is 888-568-0380; no passcode is required for the replay.
The conference call will be webcast live on EE's Web site --
http://www.epelectric.comand http://www.streetevents.com  A
replay of the webcast will be available shortly after the call.

El Paso Electric is a regional electric utility providing
generation, transmission, and distribution service to
approximately 314,000 retail customers in a 10,000 square mile
area of the Rio Grande valley in west Texas and southern New
Mexico, including wholesale customers in New Mexico, Texas, and
Mexico.  EE has a net installed generating capacity of
approximately 1,500 MW.

                         *   *   *

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.


ENCOMPASS SERVICES: Look for Schedules & Statements on Mar. 4
-------------------------------------------------------------
Lydia T. Protopapas, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, informs Judge Greendyke that the Encompass
Services Corporation and its debtor-affiliates' operations are
highly decentralized due to a combination of factors, including:

   -- the highly fragmented nature of the facilities services
      industry;

   -- the geographically dispersed locations of their
      operations; and

   -- the fact that the Debtors have not yet completed the
      process of integrating their subsidiaries, which have
      historically operated on stand-alone bases.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, the Debtors are required
to file their schedules of assets and liabilities, statements of
financial affairs, and schedules of executory contracts and
unexpired leases within 15 days after the Petition Date.

While integration efforts are ongoing, Ms. Protopapas relates
that the Debtors' businesses do not yet employ standardized
accounting, purchasing, sales, and other uniform systems, which
would facilitate their ability to rapidly compile the
information required for the Schedules.

Ms. Protopapas reports that the Debtors have already mobilized
their employees to work diligently to prepare the Schedules.
But given the size and complexity of the Debtors' cases, not to
mention the competing demands on their employees to assist in
efforts to stabilize their business operations during the
initial postpetition period, the Debtors will surely be unable
to accurately complete the Schedules by the extremely short 15-
day period pursuant to Rules 1007(a)(3) and 1007(b).

Thus, the Debtors ask the Court to extend the deadline for
filing Schedules and Statements to March 4, 2003. (Encompass
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON CORP: Fee Committee Taps Mary Jansing as Assistant Analyst
----------------------------------------------------------------
The Enron Fee Committee is working on its review of the first
set of fee applications, according to Chairman Joseph Patchan.
At this time, Mr. Patchan relates, the Professional Staff of the
Committee consists of:

   -- John Marquess of Legal Cost Control as the Automated
      Applications Analyst,

   -- John Silas Hopkins, III, as the Chief Applications
      Analyst, and

   -- Howard L. Klein as the Accounting and Financial
      Applications Analyst.

Legal Cost Control prepares computer-generated summaries of
various potential problem categories in each Application.  Mr.
Hopkins and Mr. Klein review each Application both directly and
by using the Legal Cost Control report, and write a draft
Preliminary Advisory Report on each Application for approval by
the Fee Committee.  The Fee Committee then receives both written
and oral Input to the Fee Committee from each Applicant and the
Chairman and Professional Staff modify each Preliminary Advisory
Report into an Advisory Report that is filed with the Court.

Mr. Patchan notes that the process has proceeded more slowly
than the Fee Committee expected because the number and
complexity of problems with various Applications has
necessitated extra work both by Legal Cost Control and by Mr.
Hopkins and Mr. Klein.  In addition, Mr. Hopkins deals with the
many administrative matters that are necessary to keep the
process moving smoothly, like scheduling Committee Meetings with
both Committee Members and billing professionals.

The Fee Committee has determined that it should add to the
Professional Staff another person with bankruptcy legal
expertise to assist with the review of monthly statements and
fee applications filed by attorneys.  Mr. Hopkins is now working
approximately 200 billable hours per month.  Even at that work
level, Mr. Patchan says, Mr. Hopkins cannot expedite the review
process and may even be falling behind.  The employment of an
Assistant Legal Applications Analyst will speed up the review
process without adding materially to the overall cost of the
process.

Mr. Patchan tells Judge Gonzalez that for a Fee Application to
be heard on December 12, the Advisory Report must be filed with
the Court by November 27, the day before Thanksgiving, to comply
with the requirement of Section 8.05 of the Committee Procedures
that Advisory Reports be filed at least 15 days before the Fee
Hearing.  To meet this deadline, the Preliminary Advisory Report
on a major Fee Application will have to be provided to the
Applicant no later than about November 1; and the Preliminary
Advisory Report on a minor Fee Application will have to be
provided to the Applicant no later than about November 8.  The
Committee will then have to meet for about two to two and a half
weeks in November to receive Input to the Committee from the
Applicants and revise the Preliminary Advisory Reports into
Advisory Reports.

The Chairman and Professional Staff decided to defer
consideration of the applications of Weil Gotshal and Milbank.
Mr. Patchan explains that those two Applications are so massive
that, if the Fee Committee were to review them first:

   -- they would not get any other Preliminary Advisory Reports
      on Fee Application of attorneys completed by November 1;

   -- they might not get the Preliminary Advisory Reports on
      both Weil Gotshal and Milbank completed by November 1;

   -- Weil Gotshal and Milbank might not be able to provide
      Input to the Committee in time to be heard on December 12
      even if they had the Preliminary Advisory Reports by
      November 1; and

   -- they would probably be unable to have any other Fee
      Applications reviewed in time for the December 12 Fee
      Hearing except those that are already done and those that
      Mr. Klein is reviewing.

Mr. Patchan decided that it would be preferable to get every Fee
Application except those of Weil Gotshal and Milbank reviewed in
time for the December 12 Fee Hearing.

The Fee Committee believes that adding an Assistant Legal
Applications Analyst to the Professional Staff will virtually
assure that all Fee Applications, except Weil Gotshal and
Milbank, will be ready for the December 12 Fee Hearing.  "We
further believe that once the Preliminary Advisory Reports on
all those Fee Applications are completed, the Assistant Legal
Applications Analyst will be able to review either the Milbank
Application or the Weil Gotshal Application while the Chief
Applications Analyst reviews the other.  In that way, we should
be able to have those Applications ready for hearing by the
Court by the end of the year or shortly thereafter, depending on
how much time has to be devoted to Meetings with Applicants in
November," Mr. Patchan says.

Furthermore, the Chairman and Professional Staff believe that in
the future the review process can be expedited significantly
with the addition of an Assistant Legal Applications Analyst.
"We hope that the number of problems with Fee Applications will
diminish significantly," Mr. Patchan relates.  If that happens,
Mr. Patchan anticipates that Legal Cost Control will be able to
review the Fee Applications and create computer analyses more
quickly.  Legal Cost Control will also be able to get a head
start on reviewing future Applications by starting its review
from the Monthly Statements.  The addition of an Assistant Legal
Applications Analyst should permit the Professional Staff to
reduce the review period to, or close to, the minimum possible.

Mr. Patchan considered these qualifications in looking for an
Assistant Legal Applications Analyst for the Professional Staff:

   -- the person should have bankruptcy expertise and experience
      in large bankruptcy cases, but should not be an active
      bankruptcy practitioner;

   -- the person should have attention to detail and a
      willingness to work long hours;

   -- the person should have the ability to travel and to attend
      Meetings with billing professionals for extended periods
      when necessary;

   -- the person should have sufficient computer skills to
      create Advisory Reports without a secretarial staff; and

   -- the person should be compatible with the Chairman and the
      current members of the Professional Staff.

Mr. Patchan identified Mary Jansing as well qualified to serve
as an Assistant Legal Applications Analyst on the Professional
Staff.  Mr. Patchan spoke to Ms. Jansing and determined that she
is available and would like to serve on the Professional Staff.

Mary Jansing has 20 years of experience in bankruptcy cases,
including large bankruptcy cases.  She is no longer in active
practice.  She works long hours with attention to detail.  She
has word processing and other computer skills.  And she is
compatible with the Chairman and Professional Staff.  Her
billing rate is $240 per hour and will not be modified on
January 1, 2003.

The addition of Ms. Jansing to the Professional Staff will
expedite the processing of Applications and will relieve an
overburden on the present Staff.  Mr. Hopkins will divide the
Fee Applications between himself and Ms. Jansing based on the
criteria of expediting the review process and optimizing
efficiency, like by having the same person review related
Applications.  The addition of Ms. Jansing to the Professional
Staff will not increase cost materially because Ms. Jansing will
do work that otherwise would have to be done by Mr. Hopkins.
Mr. Hopkins will review Ms. Jansing's work only to assure
consistency of the Advisory Reports.

The Fee Committee proposes that Ms. Jansing file monthly
statements and fee applications, and be compensated, in
accordance with the provisions of the January 17, 2002,
Administrative Order of the Court as from time to time amended.

Accordingly, the Fee Committee sought and obtained the Court's
authority to retain Ms. Jansing nunc pro tunc to September 23,
2002, without hearing.

Ms. Jansing assures Judge Gonzalez that she is a "disinterested
person" within the definition in Section 101(14) of the
Bankruptcy Code.  "I do not have or represent any interest that
is adverse to the Debtors, to the Debtors' estate or to any of
the Debtors' creditors.  I do not have any connection with the
Debtors, any of the Debtor's creditors, any party-in-interest or
any attorney representing any of the foregoing in the Debtors'
case, or with any of the professionals whose fees and expenses
are subject to approval by the Court," Ms. Jansing asserts.
(Enron Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRN03USR1) are trading between 13.25 and 13.625 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


FEDERAL-MOGUL: Wants to Preserve Right to Contest Secured Liens
---------------------------------------------------------------
Federal-Mogul Corporation, and its debtor-affiliates seek relief
from the admissions and waivers contained in the Final DIP
Financing Order to the extent that the admissions and waivers
affect the initiation or prosecution of any potential adversary
proceeding or contested matter challenging the amount, validity,
enforceability, perfection, or priority of the liens relating
to:

   -- the Debtors' obligations arising under or affirmed by the
      Fourth Amended and Restated Credit Agreement dated
      December 29, 2000, among Federal-Mogul Corporation and
      certain of its foreign subsidiaries as borrowers, the
      Prepetition Lenders and The Chase Manhattan Bank, as
      Administrative agent for the Prepetition Lenders; and

   -- the Debtors' $225,000,000 contingent obligation to certain
      Surety Bond Issuers in connection with certain asbestos
      settlement payments as well as their obligations to the
      Surety Bond Issuers arising under the Surety Bond
      Documents.

James O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., tells Judge Newsome that the Debtors seek to preserve for
their estates any possible avoidance actions with respect to the
secured parties' liens.  This is in the light of the recent
Third Circuit decision in Official Committee of the Unsecured
Creditors of Cybergenics Corporation, on behalf of Cybergenics
Corporation, Debtor in Possession v. Kathleen Chinery.

"The provisions of the Final Order [DIP Financing], taken
together with the panel decision in Cybergenics, create a
situation where it is conceivable that no party-in-interest in
these cases may presently have the ability to commence an
avoidance action respecting the secured parties' liens," Mr.
O'Neill says.

In the Cybergenics Chapter 11 case, the Cybergenics creditors'
committee sought to reverse certain transactions as fraudulent
transfers under Section 544(b) of the Bankruptcy Code.  The
Committee accused lenders and company insiders of engaging in
fraudulent transfers when the companies' assets were sold in a
leveraged buyout.  The Cybergenics creditors' committee
initially asked Cybergenics to prosecute the fraudulent transfer
claims but the Cybergenics Debtors refused.  Subsequently, the
Cybergenics committee obtained Bankruptcy Court approval to
initiate the fraudulent transfer suit.

The Defendants brought the case to the New Jersey District
Court, which eventually held that the Cybergenics Committee did
not have the capacity to assert a Section 544(b) claim.  The
Cybergenics Committee appealed to the Third Circuit Court of
Appeals.  But in its ruling, the Third Circuit Appellate Court
upheld the District Court decision, relying strictly on the
reading that only a trustee -- which in this case is the debtor-
in-possession -- could prosecute fraudulent transfer claims.
The Third Circuit also decreed that the bankruptcy court had no
authority to authorize a creditor or creditors' committee to
bring suit under Section 544 derivatively.

The Third Circuit recently vacated the Cybergenics decision
pending an en banc rehearing of the issue.

Mr. O'Neill maintains that the state of affairs resulting from
the panel's decision in Cybergenics was not foreseeable at the
time the Debtors agreed to be bound by the waivers contained in
the Final DIP Financing Order.  "The Debtors and other parties-
in-interest clearly understood, at the time they agreed to the
waivers contained in the Final Order, that the estates' rights
to pursue any Avoidance Actions would be preserved," Mr. O'Neill
says.

Mr. O'Neill relates that the Final DIP Financing Order was
entered by the Court after extensive negotiations among and
between the Debtors' counsel and the counsel for a number of the
significant parties-in-interest in these Chapter 11 cases.  In
particular, the negotiations involved the counsels of:

   * the Prepetition Agent;
   * the Surety Bond Issuers;
   * the Debtors' lending group;
   * the Official Committee of Unsecured Creditors; and
   * the Official Committee of Asbestos Claimants.

Under the Final Order, the Debtors affirmed the amount,
validity, enforceability, perfection, and priority of the
secured parties' liens and waived their ability to challenge the
liens on those grounds.  Mr. O'Neill, however, notes that the
Final Order contained a provision stating that a statutorily-
appointed committee of creditors or other party-in-interest
could  challenges the secured parties' liens by initiating an
Avoidance Action within a specified time period. (Federal-Mogul
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FIRST UNION-LEHMAN: Fitch Affirms Class F Notes Rating at BB
------------------------------------------------------------
First Union-Lehman Brothers Commercial Mortgage Trust,
commercial mortgage pass-through certificates, series 1997-C1,
$273.2 million class A-2, $395.8 million class A-3, and
interest-only class IO are affirmed at 'AAA' by Fitch Ratings.
In addition, the following classes are affirmed by Fitch: $78.3
million class B at 'AA', $71.8 million class C at 'A', $71.8
million class D at 'BBB', $19.6 million class E at 'BBB-' and
$71.8 million class F at 'BB'. The $13.1 million class G, $26.1
million class H, $13.1 million class J and $23.7 million class K
certificates are not rated by Fitch. The affirmations follow
Fitch's annual review of the transaction, which closed in April
1997.

As of the November 2002 distribution date, the pool's aggregate
collateral balance has been reduced by 19% to $1.06 billion from
$1.31 billion at issuance. CRIIMI MAE, the special servicer,
collected year-end 2001 financials for 95% of the pool. The
weighted average debt service coverage ratio for the pool
increased to 1.45x as of YE 2001 from 1.34x at issuance. Ten
loans (4.0%) are being specially serviced, including seven 90-
day delinquent loans (2.6%). Additionally, one loan (0.34% by
balance) is currently 30-day delinquent. Realized losses total
$2.4 million, with a weighted average loss of 28%.

The largest specially serviced loan (1.2%) is secured by an
anchored retail center in Pembroke, Florida. After the property
had lost several anchors the center had to be repositioned.
Lowe's has just signed a lease and should open next summer. The
construction of their space will start after the partial
demolition of the property is completed. The loan is current.

Four of the 90-day delinquent loans (1.9%) are secured by hotels
with the borrower in bankruptcy. Lodgian and its affiliates
(includes the borrower) filed Chapter 11 in December 2001. In
November 2002, their plan was confirmed without any modification
of the loan terms, except a three-year extension of the loans'
maturity dates and payment of missed principal payments at
payoff. The loans should be brought current shortly.

Two of the delinquent loans are secured by healthcare
properties. One of them ($2.4 million balance or 0.22% of pool)
is an assisted living facility in Norcross, Georgia. A receiver
should be in place by year-end and foreclosure is scheduled for
early 2003. The property was appraised at $1.7 million in
February 2002 and therefore losses are expected. The second loan
($933,619 or 0.09%) is secured by a skilled nursing home in
Baltimore, Ohio. The facility closed in September 2000 and
foreclosure is scheduled for December 2002. Losses are expected,
as total exposure ($1 million) significantly exceeds the
appraised value of the collateral (approximately $400,000).

Fitch remains concerned about retail (41%) and hotel (10%)
exposure in the pool. The WADSCR for retail loans increased to
1.45x from 1.33x at issuance. Four loans (5%) have exposure to
Kmart. Although none of the Kmart leases has been rejected so
far, one is likely to be rejected eventually due to low sales;
this loan represents 1.2% of the pool and the property is only
21% occupied by Kmart.

Since Fitch's last review, five loans (1.5% of the original
balance), secured by retail properties with Service Merchandise
as a major or sole tenant, which were in special servicing, were
fully paid off in June 2002.

Various hypothetical stress scenarios were applied whereby
specially serviced and other potentially problematic loans were
assumed to default. Even under these stress scenarios,
subordination levels remain sufficient to affirm the ratings.
Fitch will continue to monitor this transaction, as surveillance
is ongoing.


GENTEK INC: Seeks Court Nod to Obtain $8-Mil. Cash-Secured Bonds
----------------------------------------------------------------
GenTek Inc., and its debtor affiliates ask the Court for
authority to obtain issuance of ordinary course cash-secured
surety bonds not to exceed $8,000,000.  The Debtors also seek
permission to tap, at, most $2,000,000 of the surety bonds on an
interim basis.

Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explains that the Debtors have an immediate need to obtain
the issuance of cash-secured surety bonds in connection with the
upcoming bids and work for municipalities and other customers.
In the coming weeks before the December 3, 2002 omnibus hearing,
the Debtors estimate that bid and performance bonds up to a face
amount of $2,000,000 may be required in connection with the work
to be bid or performed for governmental municipalities and other
customers.  Without their immediate access to the $2,000,000
cash-secured bonds, the Debtors will risk losing valuable
business income streams to competing bidders, resulting in
immediate and irreparable harm to the Debtors' estates.

In the ordinary course of their businesses, the Debtors are
required to issue bid and performance bonds in order to obtain
contracts to perform work for governmental municipalities and
other customers like, contracts to provide services for water
treatment plants.  Greenwich Insurance Company issued the surety
bonds on behalf of the Debtors and required that all bonds be
secured by cash deposits.

As Chapter 11 debtors-in-possession, Ms. Leamy relates that the
Debtors have a need for, but have been unable to obtain the
issuance of surety bonds on an unsecured basis.  Fortunately,
Greenwich has agreed to continue to issue bid and performance
bonds on behalf of the Debtors on a postpetition basis, so long
as the bonds are secured by cash deposits, consistent with the
parties' customary prepetition terms.

Ms. Leamy reminds the Court that, in accordance with the terms
of the Cash Collateral Order, the Debtors are permitted to
create liens or security interests on Debtor assets -- including
cash -- other than those in favor of the Administrative Agent
for purposes like the surety bond arrangements, as long as it
will not exceed $10,000,000 at any one time.  Ms. Leamy also
notes that the Administrative Agent and the Creditors Committee
do not object to the issuance of the $2,000,000 cash-secured
bonds. (GenTek Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: Bain Capital Acquires 60% Interest in Unisource
----------------------------------------------------------------
Georgia-Pacific Corp., (NYSE: GP) and Bain Capital, a leading
global private investment firm, announced that Bain Capital has
acquired a controlling, 60 percent interest in Unisource
Worldwide Inc., Georgia-Pacific's paper distribution subsidiary.
As previously announced, Georgia-Pacific retains a 40 percent
minority ownership interest in Unisource and will hold a note
from Unisource for $170 million. Georgia-Pacific's after-tax
proceeds from the transaction are expected to total
approximately $790 million after closing adjustments, which will
be used to reduce debt.

Under the terms of the transaction, Georgia-Pacific received
approximately $470 million, consisting of cash at closing and
Unisource funds previously used by Georgia-Pacific to reduce its
indebtedness.  Georgia-Pacific expects to generate an additional
$150 million through completion of a sale-leaseback transaction
involving warehouse facilities formerly owned by Unisource that
will be sub-leased to Unisource.  This sale-leaseback
transaction will be reflected as a capital lease obligation on
Georgia-Pacific's financial statements.

Georgia-Pacific anticipates receiving a $170 million income tax
refund related to the transaction in the first half of 2003,
which also will be used to reduce debt.

"Completion of the sale of a controlling interest in Unisource
accomplishes several key objectives for Georgia-Pacific," said
A.D. "Pete" Correll, Georgia-Pacific chairman and chief
executive officer.  "This transaction helps us reduce debt,
which strengthens our balance sheet, and results in Georgia-
Pacific partnering with a firm with a strong track record
of building long-term value."

Matt Levin, a managing director at Bain Capital, said, "We are
very optimistic about the opportunity to build on Unisource's
strong customer and supplier relationships, and look forward to
executing a successful long-term growth strategy with the
management team. Unisource is a market leader in a big industry
that remains committed to serving customers, and is
well-positioned to grow."

Bank of America and Citigroup's Salomon Smith Barney provided
Bain Capital with senior bank financing for the transaction.

Unisource, one of the largest distributors of packaging systems,
printing and imaging papers and maintenance supplies in North
America, was purchased by Georgia-Pacific in July 1999 and has
conducted business as a separate subsidiary since that time.

Bain Capital is a global private investment firm that owns
private equity, venture capital, fixed income and public market
fund advisors with over $14 billion in assets under management.
Bain Capital has made private equity investments and add-on
acquisitions in over 225 companies in a variety of industries,
including distribution and business services companies.  Bain
Capital partners with exceptional management teams in order to
build long-term value in its portfolio companies.  Headquartered
in Boston, Bain Capital has offices in New York, San Francisco,
London, and Munich.  For more information, please visit
http://www.baincapital.com

Headquartered in Atlanta, Georgia-Pacific is one of the world's
leading manufacturers and distributors of tissue, packaging,
paper, building products, pulp and related chemicals.  With 2001
sales of $25 billion, the company employs approximately 60,000
people at 400 locations in North America and Europe.  Its
familiar consumer tissue brands include Quilted Northern(R),
Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi
Gras(R), So-Dri(R), Green Forest(R) and Vanity Fair(R), as well
as the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products distribution segment has
long been among the nation's leading wholesale suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.  For more information,
visit http://www.gp.com

Georgia-Pacific's 8.25% bonds due 2023 (GP23USR1), DebtTraders
reports, are trading at about 87 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GP23USR1for
real-time bond pricing.


HAYES LEMMERZ: Has Until March 3 to Remove Prepetition Actions
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates are
parties to numerous judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country.  The Actions involve a wide variety of
claims, some of which are extremely complex.  Anthony W. Clark,
Esq., at Skadden Arps Slate Meagher & Flom LLP, in Wilmington,
Delaware, tells the Court that the Debtors still haven't
finished determining which of the state court actions they will
remove.

Thus, the Debtors sought and obtained authority from the Court
to extend the removal period for an additional three months,
through the longer of:

-- March 3, 2003; or

-- 30 days after entry of an order terminating the automatic
   stay with respect to any particular action sought to be
   removed.

The extension granted will afford the Debtors a sufficient
opportunity to make fully informed decisions concerning the
possible removal of the Actions and protect the Debtors'
valuable right to economically adjudicate lawsuits pursuant to
Section 1452 of the Judiciary Procedures Code, if the
circumstances warrant removal. (Hayes Lemmerz Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HORSEHEAD: OntZinc Inks Pact to Buy Balmat Mine for $20 Million
---------------------------------------------------------------
OntZinc Corporation has signed a letter of intent effective
November 19, 2002 to purchase the Balmat Mine from ZCA Mines
Inc., a wholly-owned subsidiary of Horsehead Industries Inc.,
for US $20,000,000. The purchase price shall be payable out of
30% of net cash flow from operations after allowing for
reasonable capital and exploration expenditures. During the
repayment period, if the price of zinc averages US$0.70 per
pound or higher over 2 consecutive years, the amount of the
purchase price shall increase by US $5,000,000. Under the letter
of intent, OntZinc will have no liability for historic
operations in the area and ZCA will be responsible for all
employee benefits and severance packages that were incurred
by placing the Balmat Mine on care and maintenance status in May
2001.

Within 120 days the parties must receive all required corporate,
state and local government, and other regulatory approvals;
OntZinc must complete its due diligence work; and the parties
must execute a definitive formal agreement.

The completion of the sale is also contingent upon approval of
the United States Bankruptcy Court for the Southern District of
New York. Should the bankruptcy court approve an offer by any
bidder other than OntZinc, OntZinc shall be under no obligation
to complete the transaction and further, ZCA shall seek approval
of a break-up fee of US$ 750,000 payable to OntZinc should the
Bankruptcy Court approve the offer of any bidder other than
OntZinc.

ZCA placed the Balmat Mine on standby status in May 2001 due to
the depressed zinc market and subsequently made a corporate
decision to dispose of the Balmat Mine assets and focus on its
core business of zinc recycling.

Balmat History

From 1930 to 2001 the Balmat Mine produced 33.0 million tons
with a mill head grade of 8.7% zinc. Current reserves are 2
million tons grading 11.9% zinc plus inferred and indicated
resources of 3.1 million tons grading 12.9% zinc. Exploration
potential exists within the immediate vicinity of the Balmat
Mine workings as well as on the 53,000 acres of mining rights
held in the Balmat-Edwards mining district.

The Balmat-Edwards mining district is located in St. Lawrence
County, New York approximately 40 km south of Ogdensburg on the
St. Lawrence River and the Canada-US border. Access from Canada
is via Highway 401 to Gananoque, Ontario then south across the
Thousand Islands (Ivy Lea) bridge into northern New York State.
The Balmat Mine is approximately 75 road kms south and east of
the border crossing.

The Balmat Mine and district-wide mineral rights, options and
leases covering over 53,000 acres were acquired by Zinc
Corporation of America in 1987 from St. Joe Minerals
Corporation.

Historical production from Balmat is as follows:

                                      Historic      Mill Head
                                    Production         Grades
                                          Tons           % Zn
Edwards Mine              1915-1980  6,570,000           10.8
Hyatt Mine   1974-1998 intermittent    945,000            8.6
Pierrepont Mine           1982-2001  2,556,000           16.4
Balmat Mine               1930-2001 32,966,000            8.7
Total Production                    43,037,000            9.5

The current diluted recoverable reserves for the Balmat No. 4
Shaft Mine, as estimated by the Balmat Mine professional staff
(October 2002), based on a mining rate of 2,000 tons per day and
mining heights averaging 6.5 feet are 1,975,575 tons grading
11.9% Zn. Additional underground resources within the immediate
vicinity of the Balmat Mine workings are 3,103,480 tonnes with a
grade of 12.9% Zn. These are new resources defined by surface
and underground drilling within the past 4 years based on a new
empirical geological model developed by the mine geologists.

The No. 4 Shaft is the primary production facility located
approximately 1.5 km north-northwest of the original Balmat
production shaft. The No. 4 Shaft is a concrete lined circular
shaft. A new 5000-ton per day surface plant was established with
the mill commissioned in 1972. Since 1972, ores from the Balmat,
Edwards, Hyatt and Pierrepont mines have been treated at this
central mill. The mill has been continually upgraded since the
1970's and is a highly automated, modern facility. Zinc
recoveries are in the 94 to 95% range and a very high-quality,
high-grade (55%) zinc concentrate has historically been proven
to be desirable as smelter feed for zinc plants throughout the
world. The plant has a rail siding adjacent to the concentrate
storage building and can ship either by rail anywhere in North
America or by truck to the Port of Ogdensburg for ocean shipping
anywhere in the world.

Three highly prospective exploration areas within 16 km of the
Balmat mill are on mining leases held by or available to ZCA.
These prospective areas are to-date unexplored and lie between
the Pierrepont, Edwards, Hyatt, and Balmat producing areas in
geologically similar settings. New geochemical and geophysical
technology that has been successfully applied by OntZinc in its
southwestern Ontario zinc exploration program should be
applicable in the Balmat district.

On completion of the final purchase agreement of the Balmat Mine
assets, OntZinc will have two high-quality mines (Balmat and
Scotia) in excellent standby condition to be available on short
notice to start-up as the zinc price starts to recover from the
current low levels.


IMAGING TECHNOLOGIES: Net Capital Deficit Widens to $22 Million
---------------------------------------------------------------
Imaging Technologies Corporation (OTC Bulletin Board: IMTO) has
filed its quarterly report for its first quarter ended September
30, 2002.

ITEC reported revenues of $3.45 million for its first quarter,
an increase of $2.37 million over the first quarter of fiscal
2001, reflecting the company's entry into the professional
employer organization business.

ITEC reported a loss from operations of $2.05 million compared
to an operating loss of $1.18 million in the previous fiscal
year.

The Company filed its quarterly report on Form 10-Q late and its
trading symbol had been changed to IMTOE pending its submission,
after which the Company expects its symbol to return to IMTO.

ITEC acquired companies associated with the PEO business in the
second quarter of its prior fiscal year.  Since the
acquisitions, ITEC management has worked to focus PEO operations
on specific market segments.  As a result of these efforts,
several customers that did not fit the market profile of the
company and those that were deemed unprofitable were dropped.
Management expects to replace a significant portion of these
clients with new business after January 1, 2003.

Imaging products sales were $624,000 for the period, compared to
$1.1 million in the prior year. However, software, licensing,
and royalty income, principally from ITEC's ColorBlind(R)
software, were up substantially. The overall decrease in product
revenues is reflective of reductions in staff, inventory, and
facilities in order to cut costs.

Imaging Technologies Corporation (OTC Bulletin Board: IMTO) was
founded in 1982. Headquartered in San Diego, California, the
Company produces and distributes imaging products; and provides
a variety of professional services related to human resources to
businesses.

ITEC's SourceOne and EnStructure subsidiaries are professional
employer organizations that provide a variety of personnel and
human resources services to small to medium-sized businesses.

ITEC's imaging products include its proprietary suite of
software applications -- ColorBlind(R) -- which is devoted to
color management for desktop and commercial printing and graphic
arts.

ITEC's e-commerce initiatives, http://www.dealseekers.comand
http://www.color.comprovide sales and service support for
consumables such as inks, toner, and paper, and for color
education and software products.

In July 2002, ITEC signed an agreement to acquire controlling
interest in Quick Pix, Inc. (OTC: QPIX), a leading visual
marketing support firm located in Buena Park, California.

Also, in July 2002, ITEC announced its intention to acquire
Dream Canvas Technology, a Japanese corporation that has
developed machines currently used for the automated printing of
custom stickers, popular in the Japanese consumer market.  Dream
Canvas has currently placed over 260 of its printing kiosks
throughout Japan.

In August 2002, ITEC signed a definitive agreement to acquire
Greenland Corporation, an information technology company that
has developed the Check Central Solutions' transaction
processing system software and related MAXcash(TM) Automated
Banking Machine(TM) (ABM(TM) kiosk designed to provide
self-service check cashing and ATM-banking functionality.  The
MAXcash system provides full ATM functionality, phone card, and
money order dispensing and, in the near future, will offer bill
paying, and wire transfer services. Greenland's common stock
trades on the OTC Bulletin Board under the symbol GRLC.
Information on the Company is available at the ITEC Web site at
http://www.greenlandcorp.com/

Information on the Company is available at the ITEC Web site at
http://www.itec.net

Imaging Technologies' September 30, 2002 balance sheet shows a
working capital deficit of about $22 million, and a total
shareholders' equity deficit of about $22 million.


IMC GLOBAL: Promotes Norman Beug to VP & GM of Potash Subsidiary
----------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced that Norman B. Beug, 50,
has been promoted to Vice President and General Manager of the
Company's IMC Potash business unit, effective February 1, 2003.

Beug will succeed Robert L. Thompson, 54, who has elected to
retire from IMC Global on April 1, 2003 after a distinguished
32-year career in the potash industry.  Thompson will provide
assistance in the IMC Potash leadership transition during the
next several months.

Beug will report to John J. Ferguson, President and Chief
Operating Officer of IMC Global, and have operating
responsibility for IMC Potash's six mines in North America.
Beug will continue to be based at IMC Potash's headquarters at
the Belle Plaine, Saskatchewan, solution mine near Regina,
where he will continue as General Manager of the operation
concurrently.

"Bob Thompson has been a major force in the steady growth and
many successes of our world-leading potash business over the
years," said Ferguson. "He has made many important and lasting
contributions while passionately championing the goals of low-
cost production, exceptional product quality and breadth,
process and technical innovation, safety and environmental
stewardship, and overall operational excellence and continuous
improvement.

"I am pleased to say that Norm Beug brings the same leadership
strengths and operating priorities and focus to this critical
position," Ferguson stressed.  "The smooth transition that we
expect speaks well of the deep bench strength within IMC
Potash."

Thompson joined the former Saskatchewan-based Kalium Chemicals
at Belle Plaine in April 1970 as a graduate mechanical engineer
and held increasingly more responsible supervisory and
management positions before his promotion to General Manager in
1995.  He was named Vice President, Canadian Operations, in
February 1997 and, six months later in August, was promoted to
Vice President, Operations for IMC Potash.  Thompson earned a
Bachelor of Science degree in Mechanical Engineering from the
University of Saskatchewan in 1970.

Beug began his career with Kalium Chemicals in 1977 as a Design
Engineer. After holding a number of supervisory and management
positions over the next 10 years, he was named Manager, Refinery
and Shipping, for the Belle Plaine solution mine in 1988.  He
was promoted to his current position of General Manager at Belle
Plaine in April 1997.  Beug received a Bachelor of Science
degree in Mechanical Engineering from the University of
Saskatchewan in 1974.

With an annual capacity of nearly 11 million short tons across
its six mines in Canada and the U.S., IMC Potash is one of the
world's largest and lowest-cost producers of potash with nearly
16 percent of global capacity and 38 percent of North American
capacity.  IMC Potash is the world's largest annual producer and
supplier of potash for both agricultural and industrial use with
the number-one North American market share.  Its Saskatchewan
mines are located at Esterhazy (K-1 and K-2), Colonsay and Belle
Plaine, while U.S. operations include its Carlsbad, New Mexico
shaft mine and a small solution mine in Hersey, Michigan.  IMC
Potash reported net sales and gross margins of $811.2 million
and $207.2 million, respectively, in 2001.

With 2001 revenues of $2.0 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

                         *    *    *

As reported in Troubled Company Reporter's October 28, 2002
edition, Standard & Poor's said that IMC Global Inc.'s
(BB/Negative/--) announcement that its third-quarter earnings
improved year over year does not affect its ratings or negative
outlook on the company.

Ratings are supported by leading global market shares and
expectations of better earnings. Still, ratings could be lowered
if an expected improvement in the fertilizer sector fails to
materialize or other strategic actions impair the firm's ability
to restore credit protection measures to targeted levels. In
addition, a deterioration in liquidity and in bank line
availability would raise the likelihood of a downgrade.


IMMTECH INT'L: Working Capital Insufficient to Fund Operations
--------------------------------------------------------------
Immtech International, Inc., is a pharmaceutical company
focusing on the discovery, development and commercialization of
drugs to treat infectious diseases that include fungal
infections, malaria, tuberculosis, hepatitis C, Pneumocystis
carinii pneumonia and tropical medicine diseases including
African sleeping sickness (trypanosomiasis) and leishmaniasis.
The Company is a development stage enterprise and, since its
inception on October 15, 1984, has engaged in research and
development programs, expanding its network of scientists and
scientific advisors, negotiating and consummating technology
licensing agreements, and advancing their technology platform
toward commercialization. The Company uses the expertise and
resources of strategic partners and contracted parties in a
number of areas, including: (i) laboratory research, (ii) pre-
clinical and human clinical trials and (iii) the manufacture of
pharmaceutical products. The Company holds worldwide patents,
licenses and rights to license worldwide patents, patent
applications and technologies from third parties that are
integral to the Company's business. The Company has licensing
and exclusive commercialization rights to a dicationic anti-
infective pharmaceutical platform and is developing drugs
intended for commercial use based on that platform.

Immtech does not have any products currently available for sale,
and no products are expected to be commercially available for
sale until after March 31, 2003, if at all.

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

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

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


KINGSWAY FIN'L: Will Meet with A.M. Best to Discuss Future Plans
----------------------------------------------------------------
Kingsway Financial Services Inc., (TSX:KFS, NYSE:KFS) announced
that due to its rapid premium growth, A.M. Best Co., has placed
the financial strength ratings of its insurance subsidiaries
under review with negative implications prior to its annual
review of the ratings which will be conducted in December
following meetings with Kingsway management. Kingsway expects
that after completion of its previously announced capital
raising program, the financial strength ratings will be
confirmed.

"Kingsway's growth has been strong and it has always been
Kingsway's strategy to avail ourselves of opportunities in hard
insurance markets", said Bill Star, President & Chief Executive
Officer. "We expect the initiatives we have taken and the
completion of our previously announced capital raising program
will be viewed favorably by A.M. Best and will allow us to
continue to enjoy financial strength ratings which will not
impact any aspect of our business. We look forward to meeting
with A.M. Best next month in the course of their annual review
to discuss our future plans."

Kingsway's primary business is the insuring of automobile risks
for drivers who do not meet the criteria for coverage by
standard automobile insurers. The Company currently operates
through nine wholly-owned subsidiaries in Canada and the U.S.
Canadian subsidiaries include Kingsway General Insurance
Company, York Fire & Casualty Insurance Company and Jevco
Insurance Company. U.S. subsidiaries include Universal Casualty
Company, American Service Insurance Company, Southern United
Fire Insurance Company, Lincoln General Insurance Company, U.S.
Security Insurance Company, American Country Insurance Company
and Avalon Risk Management, Inc. The Company also operates
reinsurance subsidiaries in Barbados and Bermuda. Kingsway
Financial, Kingsway General, York Fire, Jevco and Kingsway
Reinsurance (Bermuda) are all rated "A" Excellent by A.M. Best.
The Company's senior debt is rated 'BBB' (investment grade) by
Standard and Poor's and Dominion Bond Rating Service. The common
shares of Kingsway Financial Services Inc. are listed on the
Toronto Stock Exchange and the New York Stock Exchange, under
the trading symbol "KFS".

As reported in Troubled Company Reporter's November 29, 2002
edition, A.M. Best Co., placed the financial strength ratings of
the insurance subsidiaries of Kingsway Financial Services Inc.,
(Ontario, Canada) and the senior unsecured debt rating of "bbb"
on its 1999 syndicated bank facility, under review with negative
implications.

These rating actions reflect A.M. Best's concerns about the
group's elevated underwriting leverage position due to
significant growth in written premiums. Kingsway is in the
process of raising capital to support the expected growth of its
business and for general corporate purposes including repayment
of all or a portion of its revolving credit facility. Completion
of these efforts will be looked upon favorably by A.M. Best.

The following financial strength ratings have been placed under
review with negative implications for the insurance subsidiaries
of Kingsway Financial Services Inc:

     --  Kingsway General Insurance Company A (Excellent)
     --  JEVCO Insurance Company A (Excellent)
     --  York Fire and Casualty Company A (Excellent)
     --  Kingsway Reinsurance (Bermuda) Ltd. A (Excellent)
     --  Lincoln General Insurance Company A- (Excellent)
     --  Universal Casualty Company A- (Excellent)
     --  American Service Insurance Company B++ (Very Good)
     --  American Country Insurance Company B+ (Very Good)
     --  Southern United Fire Insurance Company B+ (Very Good)
     --  US Security Insurance Company B (Fair)

The following debt rating has been placed under review with
negative implications:

    Kingsway Financial Services Inc--

     - "bbb" senior unsecured debt rating on its 1999 syndicated
       bank facility


KMART CORP: Wants Approval for One Day Layoff Arbitration MOU
-------------------------------------------------------------
Kmart Corporation, together with its debtor-affiliates, and the
Union of Needletrades, Industrial and Textile Employees, AFL-
CIO, CLC are signatories to a collective bargaining agreement
covering the period July 1, 2000 through June 30, 2003.  The CBA
governs the parties' relationship with respect to workers
employed by the Debtors at four distribution centers located in:

   * North Bergen, New Jersey;
   * Carson, California;
   * Groveport, Ohio; and
   * Forest Park, Georgia.

The employees at the Distribution Centers unload and process
merchandise within a window of 48 hours.  The vast majority of
the merchandise is shipped to other distribution centers to be
ultimately shipped to specific Kmart stores.

At times, the volume of merchandise flowing through the Centers
is very uneven.  For instance, in December 2000, the volume was
highest at the beginning of the month as purchases were made
before the holiday shopping season.  Volume was also heavier on
Mondays and Tuesdays than it was during the latter half of the
workweek.

With respect to work planning and utilization of employees, the
general managers of the Distribution Centers could only project
their needs a couple of days in advance.  After reviewing their
various projected work needs, the general managers at each of
the four Distribution Centers closed each of the Centers between
four and six times from the latter half of December 2000 and
April 2001.

The general managers implemented these measures believing they
complied with the terms of the CBA.  But UNITE believed
otherwise.  UNITE disagreed with the Debtors' alleged right to
implement these one-day layoffs.

Hence, on December 20, 2000, the parties submitted their dispute
to the American Arbitration Association for binding arbitration
in accordance with the requirements of Article 19 of the
Agreement.  Arbitration proceedings were then conducted before
Arbitrator Robert E. Light on April 5, 2001, and May 5, 2001.
After due deliberation, the arbitrator concluded that the one-
day layoffs did not comply with the CBA.  However, the
arbitrator did not issue a remedy; instead, he asked the parties
to "fashion an appropriate remedy themselves," while retaining
jurisdiction in the event the parties were unable to agree on an
appropriate remedy.

The parties made a series of proposals to one another regarding
the appropriate remedy.  Still, they could not agree, and
therefore tendered their positions to the arbitrator for final
decision on a remedy.  On February 12, 2002 -- 21 days after the
Petition Date, the arbitrator issued a final award: he awarded
the top 80% most senior employees at each facility a full day's
pay for each shutdown day, in addition to the usual
contributions made on the employees' behalf to the benefit
funds.  A total of 1,306 employees fall into this category,
including 520 employees that are currently employed by the
Debtors, some of whom are on lay-off, and 786 employees that are
no longer employed by the Debtors.

Although UNITE calculated the amount of the award at roughly
$1,500,000, the Debtors estimated the amount of the award at
$822,192.

To avoid the expense, delay, and uncertainty of further
arbitration or other proceedings regarding:

  (i) the validity and enforceability of the arbitrator's
      postpetition award;

(ii) the precise calculation of the arbitrator's award; and

(iii) the Debtors' desire to maintain the flexibility to
      implement one-day layoffs at the Distribution Centers as
      and when appropriate in the exercise of their business
      judgment;

and to cement important employee relationships at these crucial
Distribution Centers during this holiday season, the Debtors and
UNITE entered into a One Day Layoff Arbitration Memorandum of
Understanding.

Under the terms of the Memorandum of Understanding:

   (a) the Debtors will pay $500,000 to UNITE, as the authorized
       representative of certain workers currently and formerly
       employed at four of their distribution facilities.
       The payment will be in full and complete satisfaction of
       an arbitration award that directs the Debtors to give
       back-pay and related benefits to these employees;

   (b) The Debtors may initiate "one-day" layoffs at two
       distribution centers:

         (i) without cost or penalty to them under the
             collective bargaining agreement with UNITE; and

        (ii) if the Debtors determine, in their sole discretion,
             that the volume of work at both centers warrant
             these types of temporary suspensions; and

   (c) The Settlement Agreement will not constitute an
       assumption of the Collective Bargaining Agreement with
       UNITE.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
asserts that the Memorandum of Understanding should be approved
because:

   -- the payment is designed, in part, to ensure that labor
      relations with UNITE and its represented employees
      continue to remain solid as the Debtors enter the holiday
      shopping season;

   -- although the settlement involves a large sum of money, the
      payment enables the Debtors to avoid the possibility of
      having to pay higher amounts in the event the parties
      cannot agree on the precise calculation of the award;

   -- the settlement is only $383 per covered employee and is a
      mere fraction of the Debtors' average monthly payroll of
      $363,000,000 and annual payroll of more than
      $4,000,000,000.  Thus, the settlement is an exceptionally
      small amount to pay in relation to the Debtors' other
      employee-related costs;

   -- the Debtors have utilized one-day layoff mechanisms in the
      past.  They regard UNITE's formal agreement to allow the
      use of this mechanism in the future as a material benefit
      to their go-forward operations; and

   -- the mechanism provides the Debtors with considerable
      flexibility in responding to the sometimes unpredictable
      volume of merchandise that moves through the distribution
      facilities.  This enables the Debtors to avoid unnecessary
      labor costs on those days when the workers simply are not
      needed at the facilities.

By this motion, the Debtors ask the Court to approve the One Day
Layoff Arbitration Memorandum of Understanding. (Kmart
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LAIDLAW: Court Grants Exclusivity Extension Until Feb. 28, 2002
---------------------------------------------------------------
In the four months since the Court granted a third extension of
their Exclusive Plan-Filing Period, Garry M. Graber, Esq., at
Hodgson Russ LLP, in Buffalo, New York, reports that Laidlaw
Inc., and their debtor-affiliates, have continued to progress
toward their ultimate goal of emerging from bankruptcy as
expeditiously as possible.  The Debtors took steps to resolve
all major outstanding issues:

   (1) The Debtors entered into a comprehensive settlement of
       the substantial and highly contested claims with Safety-
       Kleen Corp. and other related parties;

   (2) The Debtors' settled the Laidlaw Bondholders' Action;

   (3) The Debtors obtained approval of a Disclosure Statement
       with respect to the Second Amended Joint Plan of
       Reorganization; and

   (4) The Court approved the voting and solicitation procedures
       the Debtors proposed pursuant to the Second Amended Plan.

However, Mr. Graber discloses that, while the Debtors were
preparing to commence the solicitation of votes for the Plan,
they encountered certain funding issues concerning current
pension obligations in one of their operating subsidiaries --
Greyhound Lines, Inc.  Mr. Graber relates that the Debtors are
in the process of resolving these issues and thus, require
additional time to complete the plan solicitation and
confirmation process on the slightly modified schedule.  The
Debtors are contemplating on establishing a new date for the
Confirmation Hearing in short order.

Consequently, at the Debtors' behest, the Court extends the
Exclusive Plan Filing and the Exclusive Solicitation deadline to
120 more days, through and including February 28, 2003.

Mr. Graber asserts that the 120-day extension will allow the
reorganization process to be completed in an orderly manner.
Mr. Graber notes that the Debtors, the Bank Group and the
Noteholders' Committee have previously agreed to amend their
settlement agreement to extend the lock-up period to December
31, 2002. (Laidlaw Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LJM2 CO-INVESTMENT: Today's the Claims Bar Date
-----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
fixed today -- December 2, 2002 -- as the deadline for for
creditors of LJM2 Co-Investment, L.P. (other than Governmental
entities) to file their proofs of claims against the Debtors or
be forever barred from asserting those claims.

All proofs of claims must be received by the Clerk of the
Bankruptcy Court before 5:00 p.m. Central Standard Time, on
Dec. 2.  Proofs of claim need to be hand delivered if they're
filed today, addressed to:

        The Office of the Clerk of the Bankruptcy Court
        U.S. Bankruptcy Court for the Northern District of Texas
        1100 Commerce Street, Room 12A24
        Dallas, Texas 75242-1496

Holders of:

      a. Administrative claims;

      b. Properly scheduled claims;

      c. Previously filed claims; and

      d. claims arising from the future rejection of an
         executory contract;

need not file proofs of claims at this time.  The Court sets the
Governmental Claims Bar Date for March 24, 2003.

LJM2 Co-Investment, L.P., filed for Chapter 11 protection on
September 25, 2002. Mark M. Maloney, Esq., and Sarah R. Borders,
Esq., at King & Spalding (Georgia branch); H. Christopher Mott,
Esq., at Krafsur, Gordon, Mott; and Mitchell I. Sonkin, Esq.,
and Susan F. DiCicco, Esq., at King & Spalding (New York branch)
represents the Debtors in their restructuring efforts.


MEDMIRA INC: Revises Investment Agreement with American Health
--------------------------------------------------------------
MedMira Inc., (TSX Venture:MIR) has previously announced that it
has entered into an agreement with Octagon Capital Corporation
for Octagon to act as exclusive agent in a private placement to
qualified investors of approximately 500,000 units of MedMira.

Each Unit will comprise one common share of MedMira plus one
common share purchase warrant. Each Unit is being sold to
qualified investors at $1.05 per Unit. Each Warrant will be
exercisable for one share for a two year period from the date of
the closing of the private placement at a price of $1.50 per
Share.

An application has now been filed with TSX Venture Exchange for
approval to issue the Shares and Warrants and the parties will
seek to close the transaction as soon as possible after the
receipt of regulatory approval.

MedMira also announced that the strategic investment agreement
with American Health Diagnostics, LLC had been revised to
provide for the sale of 150,000 common shares to AHD at $1.25
per Share and to provide AHD with warrants to purchase 150,000
Shares at $1.50 per Share for a two-year period. An application
is being filed with TSX Venture Exchange with respect to this
transaction.

MedMira is a publicly traded, ISO 9001 registered Canadian
medical biotechnology company that develops, manufactures and
markets qualitative, in vitro diagnostic tests for the detection
of antibodies to certain diseases such as HIV in human serum,
plasma or whole blood. MedMira's diagnostic test technology is
designed to provide a quick, portable, safe and cost-effective
alternative to conventional laboratory testing.

At April 30, 2002, Medmira's Balance Sheet posted a working
capital deficit of about $846,000 and a total shareholders'
equity deficit of about $8.7 million.


MEDMIRA INC: Issuing 150K Shares to American Health Diagnostics
---------------------------------------------------------------
MedMira Inc., (TSX Venture: MIR) has reached a strategic
investment agreement with its American distributor, American
Health Diagnostics, LLC. This agreement contemplates the
issuance of 150,000 common shares with an additional two
warrants for each share purchased at an exercise price of $1.50
for a two-year period. This agreement is subject to applicable
securities laws and approval by the TSX Venture Exchange.

AHD is also MedMira's exclusive distributor in the United
States, and has previously ordered 500,000 Reveal Rapid HIV-1
Antibody Tests to be delivered following receipt of Pre-Market
Approval by the United States Food and Drug Administration. To
date, MedMira has not received any notification from the FDA as
to when the approval may be expected. MedMira's tests will be
distributed through an agreement with Allegiance Healthcare, a
subsidiary of Cardinal Health, one of the world's leading
healthcare product and service providers.

AHD, on behalf of MedMira, has been actively promoting MedMira's
MiraWell(TM) Rapid Vaccinia Antibody Detection Test in the
United States. This three-minute test can confirm the success of
an individual's smallpox vaccination by detecting the presence
of protective antibodies against smallpox in an individual's
blood. MedMira believes that this test has the potential to
become a cost-effective bioterrorism preparation tool,
potentially saving millions of dollars and thousands of lives.

MedMira is a publicly traded, ISO 9001 registered Canadian
medical biotechnology company that develops, manufactures and
markets qualitative, in vitro diagnostic tests for the detection
of antibodies to certain diseases such as HIV in human serum,
plasma or whole blood. MedMira's diagnostic test technology is
designed to provide a quick, portable, safe and cost-effective
alternative to conventional laboratory testing.


MEDMIRA INC: Taps Octagon Capital as Agent in Private Placement
---------------------------------------------------------------
MedMira Inc., (TSX Venture:MIR) has entered into an agreement
with Octagon Capital Corporation for Octagon to act as exclusive
agent in a private placement to qualified investors of
approximately 500,000 units of MedMira.

Each Unit will comprise one common share of MedMira plus one
common share purchase warrant. Each Warrant will be exercisable
for one Share for a two year period from the date of the closing
of the private placement at a price of $1.50. The private
placement will be to qualified investors and Units will be sold
pursuant to Ontario Securities Commission Rule 45-501 entitled
Exempt Distributions or its equivalent in another Canadian
province. The private placement is subject to applicable
securities laws and approval by the TSX Venture Exchange.

MedMira is a publicly traded, ISO 9001 registered Canadian
medical biotechnology company that develops, manufactures and
markets qualitative, in vitro diagnostic tests for the detection
of antibodies to certain diseases such as HIV in human serum,
plasma or whole blood. MedMira's diagnostic test technology is
designed to provide a quick, portable, safe and cost-effective
alternative to conventional laboratory testing. In addition to
seeking FDA approval for its Rapid HIV Test, MedMira is actively
seeking worldwide approvals for its complete product line.

At April 30, 2002, Medmira's Balance Sheet posted a working
capital deficit of about $846,000 and a total shareholders'
equity deficit of about $8.7 million.


MOTIENT: Continuing Efforts to Seek Funding & Reduce Expenses
-------------------------------------------------------------
As disclosed in previous reports, Motient Corporation has
focused its efforts in recent periods on reducing operating
expenses in order to preserve cash. As of September 30, 2002,
the Company had approximately $3.6 million of cash on hand and
short-term investments. The Company indicates that it has
recently taken a number of steps to reduce operating expenses,
and is continuing to pursue a variety of measures to further
reduce and/or defer or restructure operating expenses. It has
also been pursuing funding alternatives. The Company also
indicates that it has not yet reached closure on a number of
these pending cost reduction and funding initiatives but intends
to seek closure on these projects within the next several weeks.
Upon reaching closure on such initiatives, the Company expects
to file a report with the SEC to disclose such matters.

At March 31, 2002, Motient's balance sheet reported a working
capital deficit of about $386 million and a total shareholders'
equity deficit topping $308 million.


MOTIENT CORP: Will Delay Filing of Form 10-Q for Third Quarter
--------------------------------------------------------------
As previously disclosed, in January 2002, Motient Corporation
and three of its wholly-owned subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Federal
Bankruptcy Code. Its Plan of Reorganization was confirmed on
April 26, 2002 and became effective on May 1, 2002. In
accordance with SOP 90-7, effective May 1, 2002, the Company
adopted "fresh start" accounting, which requires that its
reorganization value be allocated to its assets in accordance
with SFAS No. 141, Business Combinations. The Company is also
required to include in its filings with the SEC financial
information for periods prior to the adoption of "fresh start"
accounting.

On May 31, 2002, Motient dismissed its former independent
auditors Arthur Andersen LLP, and on July 10, 2002, engaged
PricewaterhouseCoopers LLP as its independent accountants.

The Company's financial information for the period January 1,
2002 to April 30, 2002, prior to the adoption of "fresh start"
accounting, includes the effects of several complex transactions
from prior years, including the formation of and transactions
with a joint venture, Mobile Satellite Ventures LP  in 2000 and
2001 and the sale of certain of its transportation assets to
Aether Systems, Inc. in 2000.

As previously reported in the Company's Current Report on Form
8-K filed August 19, 2002, with the assistance of PwC, the
Company has been studying the accounting with respect to the
formation of and transactions with MSV in 2000 and 2001, and the
sale of certain of its transportation assets to Aether in 2000.
As a result, it is possible that these transactions should have
been accounted for differently, and this could result in a
material change to the reported financial results in certain
periods, including the years ended December 31, 2000 and 2001,
and the three months ended March 31, 2002.

Motient believes that, even if it effects a restatement of
previous period financial statements, such restatement will not
significantly impact its earnings after the adoption of "fresh
start" accounting on May 1, 2002.

On November 8, 2002 Motient initiated a consultation with the
Securities and Exchange Commission with respect to the
appropriate accounting for these transactions and any need to
file re-audited or restated historical financial statements.
Because this consultatioin is pending with the SEC, Motient
states that it does not believe that it would be appropriate to
file a Form 10-Q for the third quarter at this time, nor does it
believe it would be appropriate to file a Form 10-Q for the
second quarter at this time.

There can be no assurance that the SEC will act favorably on
Motient's behalf. If the SEC does not act favorably, the Company
will review the alternatives available to it at that time,
including the need to restate and re-audit prior period
financial statements. Any restatement and re-audit will further
delay the filing of quarterly financial statements and require
the Company to incur significant costs.


NAPSTER INC: Closes on Sale of All Assets to Roxio Inc.
-------------------------------------------------------
Roxio, Inc. (Nasdaq: ROXI), The Digital Media Company(R),
provider of the best selling digital media software in the
world, announced the successful acquisition of substantially all
of the assets of Napster, Inc.  Roxio has received as part
of the transaction all of Napster's intellectual property
including but not limited to the name, trademarks, domain name,
and their extensive technology portfolio.  Roxio is not assuming
any of Napster's pending liabilities or litigation.

The company will be announcing its plan for the development of
Napster in the coming months.

Roxio, Inc., provides the best selling digital media software in
the world. Roxio makes award-winning software products for
CD/DVD burning, photo editing and video editing.  Roxio's family
of products includes category leading products Easy CD
Creator(R) (Windows) and Toast(R) (Macintosh) for CD/DVD
burning, PhotoSuite(R) for digital photography, and VideoWave(R)
for digital video.  Roxio also makes GoBack(R), the #1 selling
system recovery software that enables PC users to instantly
recover from system crashes, virus attacks and data loss.
Roxio's current install base is in excess of 100 million users
and distributes its products globally through strategic
partnerships with major hardware manufacturers, in stores with
the leading worldwide retailers, through Internet partnerships
and also sells its products direct at http://www.roxio.com
Headquartered in Santa Clara, California, Roxio also maintains
offices in Minnesota, Canada, United Kingdom, Netherlands,
Germany and Japan. The company currently employs more than 400
people worldwide.  Roxio is a member of the S&P SmallCap 600 and
the Russell 2000 Index.


NATIONAL CENTURY: Signing-Up Logan as Claims & Noticing Agent
-------------------------------------------------------------
Logan & Company, Inc., is a data processing firm that
specializes in claims processing, noticing and other
administrative tasks in bankruptcy cases.  Logan has provided
identical or similar services in other large bankruptcy cases
across the country and is very well qualified to serve as the
National Century Financial Enterprises, Inc., and its
debtor-affiliates' Claims and Noticing Agent in their bankruptcy
cases.

A large number of creditors and other parties-in-interest
involved in the Debtors' Chapter 11 cases may impose heavy
administrative and other burdens on the Court and the Office of
the Clerk of the Court.  To relieve the Court and the Clerk's
Office of some of these burdens, the Debtors seek Judge
Calhoun's permission to appoint Logan & Company, Inc. as claims
and processing and noticing agent in these Chapter 11 cases.

Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that Logan will perform these services
for the Debtors' bankruptcy cases:

   (a) prepare and serve required notices to include:

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

       -- notice of any claims bar date;

       -- notice of objections to claims;

       -- notice of any hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

       -- notices as the Debtors or the Court may deem necessary
          for an orderly administration;

   (b) maintain copies of all Proofs of Claim and Proofs of
       Interest filed;

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

   (d) maintain an up-to-date mailing list for all entities that
       have filed Proofs of Claim, Proofs of Interest or Notices
       of Appearance;

   (e) provide access to the public for examination of copies of
       the Proofs of Claim or Proof of Interest filed without
       charge during business hours;

   (f) record all transfers of claims and provide notice of the
       transfers pursuant to Rule 3001(e) of the Federal Rules
       of Bankruptcy Procedure;

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

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

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

Additionally, the Debtors want Logan to assist them with:

   -- the preparation of their schedules of assets and
      liabilities;

   -- the reconciliation of financial affairs and master
      creditor lists and any amendments to it;

   -- the reconciliation and resolution of claims;

   -- the preparation, marking and tabulation of ballots and
      other related services for voting to accept or reject a
      Plan of Reorganization; and

   -- technical support.

Kathleen M. Logan, President of Logan & Company, Inc. assures
the Court that Logan:

   -- does not consider itself as employed by the United States
      government and will not seek any compensation from the
      United States government in its capacity as Claims and
      Noticing Agent;

   -- by accepting employment from the Debtors, waives any
      rights to receive compensation from the United States
      government;

   -- will not be an agent of the United States government and
      will not act on behalf of the United States government;
      and

   -- will not employ any past or present employees of the
      Debtors in connection with its work as the Claims and
      Noticing Agent in these Chapter 11 cases. (National
      Century Bankruptcy News, Issue No. 2; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


NAT'L EQUIPMENT: Makes $13.75-Million Interest Payment on Bonds
---------------------------------------------------------------
National Equipment Services, Inc., (OTC Bulletin Board: NEQS)
President and Chief Executive Officer Joseph Gullion announced
that the company made the November 2002 $13.75 million interest
payment on its bonds, and provided his first piece of
information on organizational and operational changes expected
to improve NES' performance.

         Reducing Costs and Improving Efficiencies

"Throughout 2002, the focus has been on two areas of operations:
cost reductions and efficiency gains," Gullion explained.  "We
are positioned to experience tangible results from these efforts
in 2003 by having removed more than $50 million in operating
costs.  The major contributors to the savings are: the reduction
in the workforce by about 650 employees during 2002 -- an effort
largely completed; consolidating sales, service, delivery and
back-office operations; and finding ways to capitalize on our
size, such as through greater use of volume purchasing.  To
continue these gains and to implement new ones, we made several
organizational changes.  This included creating a new position -
- director of assets -- which reports to me.  Brent Mumford has
taken this role, and his objective is to develop plans to
utilize every NES asset to the maximum extent."

                        Promoting Growth

"While cost-cutting and improving efficiency are important, they
provide little without revenue growth," Gullion continued.  "In
the 60+ days since I joined NES, we completed an in-depth
evaluation of all aspects of our operations and how to help them
grow.  The result is a formal strategic business plan.  All of
our 190 locations have targets for revenues, costs, and
equipment utilization.  In addition, we have hired a vice
president of sales and marketing, who will lead our strategic
sales campaign and develop our National Account Team.  Our goal
is to show commercial and industrial customers that we are the
lowest cost, highest quality provider in the equipment rental
industry.

"We have done a thorough analysis of our company and its
opportunities. We have made sweeping changes in our operations.
With a strategic plan in hand, NES will have a solid road map to
help all of its operations compete and grow.  This will improve
our financial performance and make us a better company to work
for, do business with, and invest in," Gullion concluded.

NES is the fourth largest company in the $25 billion equipment
rental industry.  The company focuses on renting specialty and
general equipment to industrial and construction end-users.  It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers.  NES also sells used equipment as
well as complementary parts, supplies and merchandise, and
provides repair and maintenance services to its customers.  The
company is a leading competitor in the each geographic market it
reaches, from its approximately 190 locations in 34 states and
Canada.

For More Information on NES, Visit http://www.n-e-s.com

                         *    *    *

As reported in Troubled Company Reporter's November 1, 2002
edition, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on National Equipment Services
Inc., to single-'B'-minus from double-'B'-minus. The
subordinated debt rating was lowered to triple-'C' from single-
'B'. The downgrades reflect deteriorating construction market
conditions and the company's near-term refinancing risk.
Operating performance has been affected by the sluggish economy.
In addition, the company is confronted with significant
maturities and liquidity issues that have required noncore asset
sales, headcount reductions, and other cost reductions. The
outlook is negative.

Total debt outstanding is about $750 million.

"The ratings reflect the company's weakened position in the
highly fragmented equipment rental industry, limited liquidity,
and near-term refinancing issues," said Standard & Poor's credit
analyst John R. Sico.


NATIONSRENT: Secures Okay to Assume Travelers Insurance Program
---------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates sought and obtained
the Delaware Bankruptcy Court's authority to assume their
insurance program with The Travelers Indemnity Company and
related affiliates.

Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A.,
contends that the assumption of the insurance program is
critical since the U.S. Trustee's operating guidelines as well
as the laws of most of the states where the Debtors do business
require the Debtors to maintain insurance in order to operate
their businesses.  In addition, Mr. Merchant informs Judge Walsh
that the Debtors have renewed their Insurance Program with
Travelers for the renewal period beginning September 1, 2002.
As part of that renewal agreement, Travelers required the
Debtors to assume the Travelers Insurance Program as renewed.

Mr. Merchant relates that the Debtors maintain several insurance
programs through multiple insurance carriers to provide coverage
against claims relating to, among other things, general
liability, umbrella liability, automobile liability, directors'
and officers' liability, storage tank liability and crime.
Since September 1, 2000, the Debtors keep an insurance program
with Travelers for physical damage liabilities, general
liability and workers' compensation.  These insurance programs
are essential to the ongoing operation of the Debtors'
businesses.

Under the renewed Travelers Insurance Program, the premiums for
certain of the liability policies are paid during the coverage
year and are subject to post-coverage audit and adjustment.  By
assuming the Travelers Insurance Program, the Debtors may be
liable for additional premiums, if applicable.  At this time,
however, Mr. Merchant reports that the audit related to those
liability policies expiring on August 31, 2002 is ongoing.  In
view of that, Mr. Merchant says, it has not yet been determined
whether the Debtors owe Travelers any additional premiums for
these policies.

According to Mr. Merchant, pursuant to the new Insurance
Program, the premium or reimbursement obligations for certain
other policies are loss-sensitive -- that is, the payment
obligations are based on the actual loss experience of the
insured, subject to:

   -- the maximum and minimum limits, if applicable; and

   -- the loss limitations or deductible amounts which set a
      ceiling on the amount of each loss arising out of a single
      occurrence that may be incorporated into the premium
      calculation.

These loss-sensitive obligations are paid over an extended
period and the letters of credit and other collateral posted by
the Debtors back these obligations.

Travelers will also continue to provide claim administration
services for the portion of those claims for which the Debtors
are self-insured.  Under this arrangement, Travelers is:

   (a) paid for the services rendered and at the same time, pays
       the losses with the funds provided by the Debtors; or

   (b) reimbursed for any self-insured claims that Travelers
       pays on the Debtors' behalf.

Travelers is the beneficiary of three letters of credit totaling
$19,499,000 issued by Fleet National Bank.  Travelers also holds
$894,238 in cash.  The Fleet Letters of Credit and the cash
collateral support the Debtors' obligation to Travelers under
the Travelers Insurance Program as renewed.

The Debtors have considered entering into agreements with other
insurance companies.  But the Debtors believe that the cost of
obtaining insurance from another carrier and implementing a new
program with respect to the automobile liability/physical
damage, general liability and workers' compensation coverage
greatly exceeds the costs of renewing the Travelers Insurance
Program.

To recall, the Court authorized the Debtors to continue these
insurance programs.  The Insurance Order allows the Debtors to
maintain and continue their insurance programs in the ordinary
course of business, including any renewals, but did not
constitute an assumption of the insurance programs. (NationsRent
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NEBO PRODUCTS: Completes Balance Sheet Workout via Debt Swap
------------------------------------------------------------
NEBO(R) Products (OTC Bulletin Board: NEBO) announced the
completion of a major balance sheet restructuring that converted
over $1.1 million of debt and contingent liabilities to
preferred stock at a conversion price of $0.20 per share of
preferred.  Additionally, $441,123 of debt was restructured with
longer maturities, lower interest rates and a conversion option
at $0.20 per share. The new preferred stock is convertible into
shares of NEBO common stock at a conversion rate of one share of
common for each share of preferred.

Commenting on the restructuring, NEBO CEO Scott Holmes noted,
"We are thrilled to have this restructuring effort behind us.
Much of the restructured debt was past due or coming due within
the next 12 months.  We can now focus our attention on the
business of selling our products, increasing operating
efficiencies, and reducing the cost of our senior debt. The
restructuring was a vital first step in our plan to reach
profitability by the end of 2003."

"It is important to note," Mr. Holmes continued, "that this
restructuring would not have been successful without the
cooperation of a disparate group of creditors, who each
individually agreed to conversion rights at $0.20 per share.  We
believe that this reflects a great deal of faith and optimism in
our long-term prospects, as neither the preferred shares, nor
the common shares into which they may be converted, are
immediately freely trading."

A report providing more detailed information on the
restructuring will be filed in a Current Report on Form 8-K with
the Securities and Exchange Commission.

NEBO(R) Products maintains and distributes innovative hardware
(NEBO(R) Tools) and sporting goods (NEBO(R) Sports).  NEBO(R)
Products' lines are unique, aggressively merchandised, and well
priced.  NEBO(R) Products, based in Draper, UT, sells to over
5,000 retail customers in the U.S. and Canada.

As previously reported, NEBO's September 30, 2002 balance sheet
shows a total shareholders' equity deficit of about $2.2
million.


NETWOLVES CORP: Auditors Doubt Ability to Continue Operations
-------------------------------------------------------------
NetWolves Corporation is made of itself and its subsidiaries,
NetWolves Technologies Corporation, Norstan Network Services,
Inc., ComputerCOP Corporation and its majority owned TSG Global
Education Web, Inc.

NetWolves Corporation designs, develops, assembles and sells
Internet infrastructure security platforms, coupled with network
based management services, designed to significantly reduce the
up-front and ongoing costs associated with small, medium and
remote offices' global Internet access.  NNSI provides multiple
source data and voice services and related consulting and
professional services   throughout the United States.  TSG
provides management and consulting services to the automotive
industry.  Effective August 31, 2002, the Company ceased all
operations of ComputerCOP, terminated all remaining employees of
ComputerCOP and subleased a majority of the space previously
occupied by ComputerCOP.

Historically, the Company's source of liquidity has been equity
financing which is used to fund losses from operating
activities.  NetWolves had cash and cash equivalents of
approximately $1,248,000 at September 30, 2002. In order for the
Company to execute its business plan, additional cash outflows
are necessary for, among other things, continued development of
technology, conducting customer pilot programs and increased
sales efforts. To the extent necessary, the Company will seek to
raise additional monies from the sale of its capital stock and
/or obtain debt financing to meet its funding needs over the
next 12 to 24 months, however, there can be no assurance that
the Company will have sufficient capital to finance its
operations.

Management has instituted cost saving measures intended to
reduce its overhead expenses and, if the Company is unable to
raise sufficient funding to sustain its  operations, it will
curtail the  operations of certain business segments.  However,
even if the Company does raise sufficient operating capital,
there can be no assurances that the net proceeds will be
sufficient to enable it to develop its business to a level where
it will generate profits and cash flows from operations.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

Revenue from continuing operations increased to $4,824,750 for
the three months ended September 30, 2002, compared to $187,425
for the same period in the prior year.  The increase in revenue
was primarily the result of the inclusion of the results of
Norstan Network Services, Inc., commencing July 9, 2002. The
Company intends to generate continuing revenue from the sale of
its Internet products and services in the coming year, including
sales under its September 2002 agreement with General Electric
Consumer Finance.

Overall gross profit was at 33% for the three months ended
September 30, 2002, compared to 16% for the same period in the
prior year.  The increase in gross profit was primarily the
result of the inclusion of the results of Norstan Network
Services, Inc., commencing July 9, 2002

Net loss available to common shareholders for the three months
ended September 30, 2002 was $1,579,937, as compared to a net
loss of $3,081,639 for the comparable period of 2001.


NEXTCARD INC: Delaware Court Appoints Delaware Claims as Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the appointment of Delaware Claims Agency, LLC, as Claims Agent
of the Court and as Claims Administrator for NextCard, Inc.

As Claims Agent for the Court, Delaware Claims is expected to:

  a. establish an address to which all proofs of claim should be
     directed for filing, which address will be as follows:
     Delaware Claims Agency, LLC, P.O. Box 515 Wilmington, DE
     19801;

  b. relieve the Clerk's Office of its responsibility for all
     noticing required under any applicable rule of bankruptcy
     procedure relating to the institution of a claims bar date
     and the processing of claims;

  c. at any time, upon request, satisfy the Court that DCA has
     the capability to notice, docket and maintain proofs of
     claims efficiently and effectively;

  d. furnish a notice of bar date approved by the Court for the
     filing of a proof of claim and a form for filing a proof of
     claim to each creditor notified of the filing;

  e. furnish service to creditors of any required notices,
     including notice of the meeting of creditors and notice of
     the time fixed for filing proofs of claim;

  f. file with the Clerk's Office a certificate of service, as
     soon as practicable after each service, which includes a
     copy of the notice served, a list of persons to whom it was
     mailed (in alphabetical order), and the date such notice
     was mailed;

  g. receive, docket, maintain, photocopy, and transmit all
     proofs of claim filed;

  h. maintain the original proofs of claim in correct claim
     number order in an environmentally secure area, and protect
     the integrity of these original documents from theft and/or
     alteration;

  i. be open to the public for examination of the original
     proofs of claim without charge during regular business
     hours;

  j. make all original documents available to the Clerk's Office
     on an expedited, immediate basis;

  k. maintain a proof of claim docket in sequential order, which
     specifies:

       (i) the claim number,

      (ii) the date of the proof of claim was received,

     (iii) the name and address of the claimant and the agent,
           if any, that filed the proof of claim,

      (iv) the amount of the claim, and (v) the classifications
           of the claim;

  l. transmit to the Clerk's Office a copy of the Claims
     Register on a monthly basis, unless requested in writing by
     the Clerk's Office on a more or less frequent basis;

  m. maintain an up-to-date mailing list for all entities that
     have filed a proof of claim, which shall be available upon
     request of a party in interest or the Clerk's Office,
     provided that a party in interest other than the Clerk's
     Office may be required to pay a reasonable charge for such
     list;

  n. record all transfers of claims pursuant to Rule 3001(e) of
     the Federal Rules of Bankruptcy Procedure and provide
     notice of the transfer as required by Rule 3001(e);

  o. comply with applicable state, municipal and local laws and
     rules, orders, regulations and requirements of federal
     government departments and bureaus; and

  p. promptly comply with such further conditions and
     requirements as the Clerk's Office may hereafter prescribe.

As Claims Administrator for the Debtor, Delaware Claims Agency
will:

  a) provide clerical assistance with the preparation of the
     Debtor's schedules of assets and liabilities and schedules
     of executory contracts and unexpired leases,

  b) provide the Debtor with training and consulting support
     necessary to enable the Debtor to manage and reconcile
     claims effectively,

  c) assist the Debtor with the process of objecting to
     proofs of claims, including providing notice of objections
     and tracking allowances and disallowances of claims based
     on court orders,

  d) provide all services necessary with respect to the
     preparation, mailing and tabulation of ballots with respect
     to the Debtor's plan of reorganization,

  e) provide the requisite notices throughout this chapter 11
     case and

  f) provide such other administrative services that may be
     requested by the Debtor.

The Debtor will reimburse Delaware Claims for all reasonable and
necessary out-of-pocket expenses incurred in its retention.
Delaware Claims shall receive a retainer payment in the amount
of $5,000 to be held in escrow and applied against the final and
closing invoice issued by Delaware Claims to the Debtor.

NextCard, Inc., was founded to operate an internet credit card
business. The Debtor's business was to use the Internet as a
distribution channel for credit card marketing and to issue
credit cards and extend customer credit through NextBank, a bank
that was a wholly-owned subsidiary.  The Company filed for
chapter 11 petition on November 14, 2002.  Brendan Linehan
Shannon, Esq., at Young, Conaway, Stargatt & Taylor and Kathryn
A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $18,000,000 in total
assets and $5,000,000 in total debts.


NOBLE CHINA: Must Solve Liquidity Crisis to Stave Off Bankruptcy
----------------------------------------------------------------
As previously stated, if the principal shareholder and the major
Debentureholders of the Company cannot agree upon a
restructuring plan to deal with the Company's immediate
liquidity crisis, the Company may be forced into bankruptcy or
liquidation.

Noble China Inc. recorded a net loss of $1,035,000 or $0.10 per
share (10,372,683 shares outstanding) for the three months ended
September 30, 2002, as compared to a net loss of $714,000 or
$0.07 per share for the three months ended September 30, 2001,
as reported on a comparable accounting basis. The Company has
changed from the proportionate consolidation basis of accounting
for its joint venture in China to the cost basis of accounting
effective January 1, 2002. The net loss for the three months
ended September 30, 2002 consists primarily of corporate
administrative expenses, mainly legal expenses, as well as the
accrual of interest expense of $675,000 on the outstanding
Debentures. Net loss for the three months ended September 30,
2001 was attributable to the accrual of interest expense of
$675,000 on the outstanding Debentures.

For the nine months ended September 30, 2002, the Company
incurred a net loss of $38,478,000 or $3.71 per share, as
compared to a net loss of $3,507,000 or $0.34 per share on a pro
forma comparable basis for the nine months ended September 30,
2001. During the years ended December 31, 2001 and 2000, the
Company incurred net losses of $3,277,648 and $46,614,938,
respectively. A significant portion of the losses in 2002 and
2000 resulted from the non-cash write-offs of deferred financing
costs, goodwill and the write-down of the investment in joint
venture.

Zhaoqing Noble Brewery continues to suffer from the effect of
lower selling prices and to incur higher costs in an effort to
halt volume declines that are negatively impacting its
profitability. During the nine months ended September 30, 2002,
competitive conditions continued to be difficult for premium
beer sales in China, and these conditions are expected to
continue in the near-term. There can be no assurances that
Zhaoqing Noble Brewery will be able to re-establish sales volume
growth; furthermore, even if it does, there can be no assurances
that it will be able to achieve meaningful levels of
profitability in the near-term.

During the three months ended June 30, 2002, in view of the
reduced sales and continuing losses recorded by Zhaoqing Noble
Brewery, the Company wrote down the value of its investment in
the Zhaoqing Noble Brewery joint venture by $34,113,000 to
$27,750,000. The write down maintained the book value of the 9%
Convertible Subordinated Debentures and determined shareholder's
equity at June 30, 2002, consistent with a fairness opinion from
an independent firm of financial advisers dated June 17, 2002,
which opinion concluded that an amended debenture conversion
price based on $0.51 per share would be fair from a financial
point of view, to the Company's Shareholders. The opinion was
obtained from the financial advisor to the Company pursuant to
the proposed financial reorganization presented to Shareholders
but not voted on at the July 22, 2002 special general meeting of
Shareholders.

Given the continuing operating difficulties experienced by
Zhaoqing Noble Brewery, the ongoing lawsuits and the various
other factors impacting the Company's ability to continue as a
going concern, further write downs in the carrying value of the
Zhaoqing Noble Brewery joint venture investment may be required
in the near term and these write downs could be significant. In
addition, the balance of deferred financing costs in the amount
of $724,000 was written-off during the three months ended June
30, 2002. As a result of the Company's inability to pay the May
31, 2002 interest due on the 9% Convertible Subordinated
Debentures, the total outstanding balance of $30,000,000 has
been shown as a current liability and hence the write-off of the
balance of unamortized deferred financing costs.

                            Overview

The Company continues to be distracted by lawsuits in China and
in Canada, as well as by severe liquidity difficulties. In
September 2002, the Shandong Court extended its Preservation
Order to restrain the Company's rights with respect to its
equity interest in Zhaoqing Noble Brewery, including its rights
to receive dividend income for another six months until March 3,
2003. Although the Supreme Court of the PRC accepted our appeal
against the decision issued by the Shandong Court, it is
uncertain when the hearing for the appeal will be scheduled and
what the final decision of the Supreme Court will be.

Notwithstanding the ongoing negotiation between the major
holders of the Company's Debentures and the Company's principal
shareholder, on November 4, 2002, the Trustee of the Company's
9% Convertible Subordinated Debentures advised the Company that
it had received a notice from certain Debentureholders holding
the required 25% principal amount of Debentures outstanding
declaring the principal and interest on all outstanding
Debentures immediately due and payable. The Trustee has demanded
that the Company immediately pay to the Trustee for the benefit
of Debentureholders the principal and interest currently
outstanding on the Debentures. Because of the Company's present
financial circumstances, it is unable to comply with the demand
received from the Trustee. Management of the Company is
currently consulting with its legal counsel and principal
shareholder concerning this notice of default. If a
restructuring agreement or resolution regarding the liquidity
crisis of the Company cannot be achieved by the major interested
parties, the Company may be forced into bankruptcy or
liquidation.

           Liquidity and Going Concern Uncertainty

As the Company is unable to receive the dividend declared by
Zhaoqing Noble Brewery due to the issuance of a restraining
order by the Shandong Court, the dividend receivable of
approximately $8,703,000 has not been included in the reported
results. The dividend receivable has been deferred pending
removal of the preservation order which was issued in China in
April 2002 and which was further extended for six months in
September 2002, and the Shandong Court's decision in July 2002
against the Company in the lawsuit by China Coast Property
Development Ltd., which decision the Company has appealed to the
Supreme Court of the PRC, a hearing for which is pending.

The Company continues to face serious liquidity concerns in
ongoing funding for its corporate operations and interest on the
9% Convertible Subordinated Debentures. The Company failed to
pay the interest on Debentures that was due on May 31, 2002, in
the amount of $1,350,000. A further interest payment on the
Debentures will be due on November 30, 2002, in the amount of
$1,350,000. Cash on deposit outside of China totaled
approximately $690,000 as at September 30, 2002 and had
decreased to $480,000 as at November 12, 2002.

As previously stated, if the principal shareholder and the major
Debentureholders of the Company cannot agree upon a
restructuring plan to deal with the Company's immediate
liquidity crisis, the Company may be forced into bankruptcy or
liquidation. Although the new Board of Directors is committed to
finding solutions for the Company's current financial crisis,
there can be no assurances that the discussions between the
Company's principal shareholder and the major Debentureholders
will generate a restructuring plan acceptable to the major
interested parties.


NTL: DIP Facility Extended as Plan Consummation is Delayed
----------------------------------------------------------
NTL Incorporated (OTC BB: NTLDQ; NASDAQ Europe: NTLI) said
Friday it expects to reach an agreement in principle on the
final terms of the various arrangements necessary for NTL to
consummate its plan of reorganization with the providers of the
exit facility and the steering committee of the banks in the
very near future. In the light of this agreement, the DIP
facility has been extended.  All parties expect the effective
date to occur in the very near future.


OAKWOOD HOMES: Wants to Bring-In Ordinary Course Professionals
--------------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ professionals used in the ordinary
course of business.

In the ordinary course of their businesses, the Debtors relate
that they employ various professionals to render services
relating to numerous issues that arise in the Debtors'
businesses. Prior to the Petition Date, the Ordinary Course
Professionals were primarily attorneys and accountants who
represented or advised the Debtors in various capacities.

Many of these Ordinary Course Professionals are attorneys and
other professionals used by the Debtors to repossess the homes
of customers whose installment sale contracts or loans are
delinquent or in default.  The Debtors have many ongoing
repossessions and fully expect many more during the pendency of
these Chapter 11 cases.  These repossessions make up a
substantial portion of the Debtors' businesses; a portion that
cannot continue without the Interim Order since because few
Ordinary Course Professionals would be willing to continue their
vital work for the Debtors without the assurance that the relief
requested herein will provide.

Because of their large numbers, the Debtors seek to continue the
employment of the Ordinary Course Professionals subsequent to
the Petition Date without having to file formal retention or fee
applications for each of the Ordinary Course Professionals.  It
would be unduly burdensome to both the Debtors and the Court to
require the Debtors to apply separately to this Court for
approval of their retention of each individual Ordinary Course
Professional.

The Debtors assure the Court that the payments to Ordinary
Course Professionals will be subject to Court approval under 11
U.S.C. Secs. 330 and 331 in the event any payment exceeds
$25,000 per month per firm.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002. Michael G. Busenkell, Esq., at
Morris, Nichols, Arsht & Tunnell represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $842,085,000 in total assets and
$705,441,000 in total debts.


OWENS CORNING: Asks Court to Okay Management Pact with Staubach
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
the execution of a two-year real estate portfolio management
services agreement with Great Lakes Corporate Real Estate
Partners LLC, doing business as The Staubach Company, Great
Lakes Region, and Staubach Global Services Inc.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the Debtors entered into the agreement
so that they will have someone to provide them with
administrative, management and transaction services in
connection with the operation of their real estate portfolio.
The Debtors maintain a sizeable real estate portfolio, wherein
they are parties to hundreds of real estate leases, deeds and
related agreements. Given the size of the real estate portfolio,
significant amounts of maintenance, administration and
management processes are required for its continuous operation.

According to Ms. Stickles, the Debtors must daily administer
their portfolio, which involves numerous ministerial and often
laborious tasks, including:

   -- creating and maintaining files and databases with respect
      to all real estate-related documentation;

   -- processing miscellaneous real estate documentation
      including estoppels, subordination, non-disturbance and
      attornment agreements, assignments and insurance
      certificates;

   -- monitoring landlords' rental invoices and all requests for
      CAM charges and CPI adjustments; and

   -- collecting delinquent rent payments.

Aside from routine administration, the Debtors must also
effectively manage and evaluate their portfolio in light of the
Debtors' evolving and ongoing business structure.  The Debtors
spend significant time and resources in continuously
investigating and selecting alternative properties that may
better satisfy their needs and their operations, as well as in
identifying cost-savings measures in connection with the buying,
selling, leasing, subleasing or other disposition of the
properties.

The Debtors have determined that it is desirable to obtain
outside support for the servicing, administration and management
of the portfolio.  There are two types of services that Staubach
will render to the Debtors -- Administration and Transaction
Services.

                   The Administration Services

   A. Scope of Services: Staubach will appoint a real estate
      administrator who will perform a variety of ministerial
      tasks for the daily upkeep and operation of the Debtors'
      portfolio. The administrator is expected to:

      -- create files and manage the Portfolio within a standard
         organized filing system;

      -- create and maintain a database of the Portfolio;

      -- process real estate documents including lease renewals
         and insurance certificates;

      -- coordinate accounts payable through the Debtors'
         accounting department;

      -- coordinate accounts receivable for the Debtors'
         subleases;

      -- perform desktop audits;

      -- validate expenses; and

      -- assist in the generation of periodic real estate
         reports;

   B. Fees and Compensation: The Debtors will pay Staubach an
      initial start-up fee equal to $15,000, on account of
      license fees for the real estate administration software
      to be provided to the Debtors under the terms of the
      Agreement, as well as other start-up and transition costs.
      The Debtors will also pay Staubach a one-time fee of $300
      per record for the cost of lease abstraction and data
      input activities.

      Separate from the start-up fees, the Debtors will pay
      Staubach a $6,000 Administration Service Fee per month,
      which may be adjusted upward or downward as leased or
      owned properties are added to or deleted from the
      Portfolio.

      Staubach, in addition, will be entitled to a percentage,
      25% or another agreed amount, of any cash recovery the
      Debtors realize as a result of Staubach's administration
      of the portfolio, including recoveries on account of
      improperly billed and paid rent.  Staubach may be entitled
      to certain reimbursements of out-of-pocket expenses
      associated with start-up activities and other ongoing
      administration services.

                     The Transaction Services

   A. Scope of Services:  Staubach will assist the Debtors in
      the management of the portfolio, by providing certain
      Transaction Services.  Among other things, Staubach will:

      -- verify the Debtors' business needs for a real estate
         related project and ensuring its integration with the
         Debtors' overall business strategy;

      -- provide market research reports and analysis tailored
         to the Debtors' requirements;

      -- arrange for site visits and presentations to the
         Debtors, if necessary;

      -- consult with the Debtors on the development and
         preparation of a Request for Proposal form for each
         of the standard project types in which the Debtors are
         typically involved;

      -- evaluate proposals;

      -- conduct due diligence in connection with solicitation
         of appropriate alternative properties;

      -- document leases and assist in coordination of
         documentation process;

      -- process and execute documents; and

      -- provide standard real estate brokerage services;

   B. Fees and Compensation:  The Debtors will pay Staubach a
      monthly Account Support Fee as reimbursement for
      Staubach's actual costs associated with non-brokerage-fee-
      bearing activities in support of the management of the
      Debtors' portfolio, including certain employment costs and
      business expenses.  These expenses will be paid on the
      basis of the actual costs incurred by Staubach for
      activities and are expected to be lower than, and not in
      excess of, the cost incurred internally by the Debtors
      prior to the implementation of the Agreement.

      Staubach will also be entitled to commissions for:

      -- new leases the Debtors enter into with the support and
         service of Staubach,

      -- renewal or expansion of certain other leases, and

      -- properties acquired or disposed of by the Debtors;

   C. Revenue Rebate:  This provision requires Staubach to
      credit the Debtors a portion of the commissions it
      receives from third parties.  Each month, Staubach will be
      required to credit the Debtors against its monthly invoice
      for the Administration Services Fee and the Account
      Support Fee in an amount equal to one-half of the
      transaction fees Staubach received in the preceding month.
      Credit balances, if any, are carried forward and applied
      to subsequent months.  At the end of a calendar year, any
      unapplied credit balances are adjusted pursuant to a
      prescribed formula and the remaining balance is either
      paid to the Debtors or applied to subsequent monthly
      invoices, at the Debtors' option.

      The agreement specifically provides that:

      "On a calendar year basis, any unapplied credit balance
      will be adjusted so that the total credits received by
      [the Debtors] for the calendar year do not exceed the
      annual gross billings for the Administration Services Fee
      and Account Support Fee (net of any Cost Recovery/Fees)
      for the calendar year plus Twenty Percent (20%) of any
      Transaction Fees in excess of two (2) times such gross
      billings for the Administration Services Fee and Account
      Support Fee (net of any Cost Recovery/Fees) for such
      calendar year."

Ms. Stickles contends that a number of sound business reasons
justify the Debtors' proposed execution of the agreement.  The
proper administration and management of the Debtors' real estate
portfolio, which is critical to the Debtors' overall business
operations, is a taxing and arduous procedure that requires
constant attention and several full-time employees.  The
employees whom the Debtors are currently employing for this task
will be terminated when the agreement is approved.  The
agreement will also spell significant cost savings for the
Debtors.  With the Revenue Rebate provision, the Debtors are
presented with the opportunity to recover a portion of the fees
payable under the agreement.

The Debtors anticipate that the Fees under the agreement will be
$300,000 over the next year, subject to reduction on account of
the rebate program. (Owens Corning Bankruptcy News, Issue No.
41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Wants to Refund $3.5 Million Pole Removal Charges
--------------------------------------------------------------
Pacific Gas and Electric Company has an ongoing project to
convert electric service from overhead to underground
facilities.  According to Ceide Zapparoni, Esq., at Howard,
Rice, Nemerovski, Canady, Falk & Rabkin, P.C., the project
involves removing old overhead facilities, including poles,
wires, transformers, and switches, and installing new
underground electric service facilities. Under the California
Public Utilities Commission Electric Tariff Rule 20-B, PG&E will
replace its existing overhead electric facilities with
underground electric facilities along public streets and roads
or other locations mutually agreed upon when requested by an
applicant if a number of conditions are met.

Among these Rule 20-B conditions are:

   -- applicants must:

      (a) agree to transfer ownership of facilities installed by
          the applicant like pads, vaults, conduits, and
          substructures, in good condition, to PG&E; and

      (b) pay a nonrefundable sum equal to the excess, if any,
          of the estimated costs of completing the underground
          system and building a new equivalent overhead system;
          and

   -- the area to be undergrounded must include both sides of a
      street for at least one block or 600 feet, whichever is
      the lesser, and all existing overhead communication and
      electric distribution facilities within the area must be
      removed.

From 1968 to 1995, PG&E paid for the costs of removing these
overhead facilities, including the poles.  Beginning in 1995,
PG&E reviewed Rule 20-B and determined that the Rule authorized
PG&E to charge customers for the pole removal costs when
converting to underground electric service.  Accordingly, at
that time, PG&E began charging customers for these costs.

On March 6, 2002, Mr. Zapparoni continues, the CPUC issued a
resolution ordering electric utilities to charge removal costs,
including pole removal costs, to their underground conversion
program budgeted allocations, rather than to their customers.
Resolution E-3757, as modified by the June 6, 2002 Order
Modifying Resolution E-3757 And Denying Rehearing Of The
Resolution As Modified, orders all charges for pole, line, and
equipment removal from customers requesting undergrounding of
overhead electric service to be identified and returned to those
customers with interest within 180 days of the effective date of
the Resolution -- that is March 6, 2002.  The interest payments
were be based on the commercial paper rate, and began from the
time the customers affected by Tariff Rule 20-B service started
paying for the removal.

As a result, PG&E currently owes:

   (1) 230 refunds for Rule 18 20-B pole removal costs plus
       interest from 1995 to April 6, 2001, totaling $3,509,644;

   (2) 52 refunds with respect to the postpetition period, i.e.
       from the Petition Date until immediately after the
       Resolution when PG&E stopped charging the customers.
       PG&E owes $700,169 for postpetition pole removal refunds.

So as not to violate the CPUC Resolution, PG&E now seeks the
Court's authority to pay the refunds on account of pole removal
services from 1995 to April 6, 2001.

Mr. Zapparoni tells the Court that the Debtor will reimburse
postpetition removal charges in the ordinary course of business.
(Pacific Gas Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


POLAROID: Del. Court OKs Pact Resolving Healthcare Plan Disputes
----------------------------------------------------------------
On November 18, 2002, Judge Peter J. Walsh approved a
Stipulation between the Polaroid Corporation, together with its
debtor-affiliates, the Official Committee of Unsecured
Creditors, JPMorgan Chase Bank as the Lenders' Agent, and the
Official Committee of Retirees, which settled the healthcare
plan disputes. The Stipulation took effect on the same day.

The salient terms of the Stipulation are:

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

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

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

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

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

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

   -- the Retiree Committee may only bring claims that
      constitute a "wrongful act" against any of the fiduciaries
      or sponsors of the Plan regarding the Plans.  The Debtors
      represent and warrant that National Union Fire Insurance
      Company of Pittsburgh, P.A. has issued an insurance policy
      entitled, Employee Benefit Plan Fiduciary Liability
      Insurance, that the premiums for the policy are current
      and that the coverage available under the policy is not
      less than $25,000,000.  The Debtors will, at the Retiree
      Committee's expense, transfer the Fiduciary Claims to a
      trust established by the Retiree Committee.  In addition
      to the $650,000, the Debtors will pay an additional
      $100,000 and place it into the Retiree Trust.  The
      $100,000 will be paid from unencumbered assets of the
      Debtors and will represent the self-insured retention
      and/or deductible owed by the insureds pursuant to the
      National Union Policy.  It is the intention of the Debtors
      and the Released Parties that the $100,000 be used toward
      any settlement or judgment obtained by the Retirees and/or
      the Retiree Committee for Fiduciary Claims. (Polaroid
      Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


PRIME RETAIL: Selling Two Colorado Properties for $96 Million
-------------------------------------------------------------
Prime Retail, Inc., (OTC Bulletin Board: PMRE, PMREP, PMREO) has
entered into an agreement to sell its two outlet centers located
in Castle Rock, Colorado and Loveland, Colorado for aggregate
consideration of $96 million.  The Colorado Properties contain
approximately 808,000 square feet of gross leasable area and are
part of a collateral package of fifteen properties that secure
the Company's "Mega Deal" non-recourse mortgage loan.  The "Mega
Deal" loan has a current outstanding principal balance of
approximately $338.9 million.  The sale of the Colorado
Properties is subject to obtaining approvals from the applicable
rating agencies and other closing conditions customary for a
transaction of this type.  The parties have agreed to liquidated
damages in the amount of $500,000 should the purchaser not close
the transaction following the satisfaction of the closing
conditions applicable to the Company.  The sale of the Colorado
Properties is expected to close during the fourth quarter of
2002.  The net proceeds from the sale of the Colorado Properties
will be used to make the required partial defeasance payment
under the "Mega Deal" loan, and the balance of such proceeds
will be used to pay down, in part, the Company's mezzanine
indebtedness which has a current outstanding principal balance
of $31.1 million.  There can be no assurance as to the timing,
terms or completion of the proposed sale of the Colorado
Properties.

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

                          *    *    *

                   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.


PSC INC: Seeks Approval of Schulte Roth as Bankruptcy Counsel
-------------------------------------------------------------
PSC Inc., and its subsidiary PSC Scanning, Inc., ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Schulte Roth & Zabel LLP as their
attorneys.

The Debtors relate that Schulte Roth has represented them since
January 15, 2001.  Schulte Roth worked as special counsel with
respect to all restructuring matters. Schulte Roth has also
handled certain pending litigation for the Debtors and has
participated in all of the material negotiations leading up to
the preparation and filing of the Debtors' pre-negotiated
chapter 11 Plan.

The Debtors anticipate that Schulte Roth will:

     (a) advise the Debtors with respect to its powers and
         duties as debtors-in-possession in the continued
         management of their businesses and properties;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties in interest and advise and
         consult on the conduct of the cases, including all of
         the legal and administrative requirements of operating
         in chapter 11;

     (c) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution and defense
         of any actions, negotiations concerning all litigation
         involving the Debtors, and objections to claims filed
         against the Debtors' estate, if any;

     (d) prepare on the Debtors' behalf all motions,
         applications, answers, orders, reports, and papers
         necessary to the administration of these cases;

     (e) take all necessary action on the Debtors' behalf to:

          (i) obtain approval of the Disclosure Statement and
              confirmation of the Plan,

         (ii) negotiate any modifications to the Plan that may
              be required,

        (iii) implement all transactions related thereto and

         (iv) consummate the Plan;

     (f) appear before this Court, any appellate courts, and the
         United States Trustee;

     (g) advise the Debtors with respect to corporate and
         Securities and Exchange Commission matters;

     (h) perform all other necessary legal services and provide
         all other necessary legal advice to the Debtors in
         connection with these chapter 11 cases; and

     (i) provide other general legal advice to the Debtors that
         may be required in connection with these cases.

James M. Peck, Esq., is the attorney who will be primarily
responsible for representing the Debtors in their chapter 11
cases.  Mr. Peck's hourly billing rate is $600 per hour.
Schulte Roth is currently holding a $250,000 retainer.

PSC, manufacturer of bar code scanning equipment and portable
data terminals for retail market and supply chain market, filed
for chapter 11 protection on November 22, 2002.  James M. Peck,
Esq., at Schulte Roth & Zabel LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $130,051,000 in total
assets and $159,722,000 in total debts.  The Debtors' Chapter 11
Plan and the accompanying Disclosure Statement are due on March
22, 2003.


QUEPASA.COM: Independent Auditors Express Going Concern Doubt
-------------------------------------------------------------
quepasa.com commenced operations on June 25, 1997. Prior to May
1998, its operations were limited to organizing quepasa.com,
raising operating capital, hiring initial employees and drafting
a business plan. From May 1998 through May 1999, it was engaged
primarily in content development and acquisition. In May 1999,
the Company launched its first media-based branding and
advertising campaign in the U.S. Significant revenues from its
business activities did not commence until the fourth quarter of
1999. In the first quarter of 2000, quepasa.com significantly
increased its operating expenses as it expanded its sales,
marketing and advertising efforts. During 2001 the Company
reduced its workforce as part of managements effort to conserve
remaining cash.

In March 2002, the employment agreement for the Company's
President was terminated. As a result the company was required
to pay $100,000 in severance and all employee stock options
became fully vested.

In June 2002, the Company executed a Settlement Agreement with
Mark Kucher pursuant to which it agreed to pay Kucher $190,000
in full settlement of certain claims threatened against the
Company. As part of the agreement Kucher and Raymond Duch
resigned for the Company's Board of Directors.

On August 1, 2001, the Company and its landlord executed an
agreement pursuant to which quepasa.com made a $130,000 lump sum
payment to the landlord for any and all amounts due and the
Company has subsequently vacated its office.

On August 6, 2001, quepasa.com entered into a merger agreement
that would result in the Company becoming a wholly owned
subsidiary of Great Western Land and Recreation, Inc. Great
Western is an Arizona-based, privately held real estate
development company with holdings in Arizona, New Mexico and
Texas. Great  Western's business focuses primarily on
condominiums, apartments, residential lots and recreational
property development. In addition to holding completed
developments in metropolitan areas of Arizona, New Mexico and
Texas, Great Western also owns and is currently developing the
Wagon Bow Ranch in northwest Arizona and the Willow Springs
Ranch in central New Mexico. The merger agreement represents a
stock for stock offering, pursuant to which each share of
quepasa common stock will be converted into one share of Great
Western common stock. In the 1st Quarter of 2002 this agreement
was terminated.

quepasa.com, inc. is a Bilingual (Spanish/English) Internet
portal and online community focused on the United States
Hispanic market. It provides users with information and content
centered around the Spanish language. Because the language
preference of many U.S. Hispanics is English, the Company also
offers its users the ability to access information in the
English language.

quepasa.com expects to derive future net revenue from two
principal sources: the sale of advertising on its web site, and
commissions earned from "pay for placement" insertion of results
into its search engine.

The Company's results of operations for the three and nine
months ended September 30, 2002 and 2001 were characterized by
expenses that significantly exceeded revenues during the
periods. quepasa.com reported a net loss of $213,000 for the
three months ended September 30, 2002, compared to a net loss of
$702,000 for the three months ended September 30, 2001 and
reported a net loss of $1,977,000 for the nine months ended
September 30, 2002, compared to a net loss of $2,853,000 for the
nine months ended September 30, 2001. During the nine months
ended September 30, 2002, quepasa.com focused on reducing its
cash expenses in all operation areas.

The Company did not generate any significant revenue during the
three and nine months ended September 30, 2002 as a result of
the Company's curtailment of operations.

The Company has substantial liquidity and capital resource
requirements, but limited sources of liquidity and capital
resources. It has generated significant net losses and negative
cash flows from its inception and anticipates that it will
experience continued net losses and negative cash flows for the
foreseeable future. The Company's independent accountants have
issued their independent auditor's opinion on its consolidated
financial statements for 2001 stating that recurring losses,
accumulated deficit and the inability to successfully execute
its business plan, among other things, raises substantial doubt
about quepasa.com's ability to continue as a going concern.


REGENERATION TECHNOLOGIES: Completes $26-Mill. Private Placement
----------------------------------------------------------------
Regeneration Technologies, Inc. (Nasdaq: RTIX) (RTI), the
Florida-based processor of precision-tooled orthopedic
allografts, has completed a private placement resulting in net
proceeds of approximately $25.8 million to the company.

RTI sold 3.8 million shares of common stock at $7.25 per share
to accredited investors.

The common stock sold to the investors has not been registered
under the Securities Act of 1933. Accordingly, these shares may
not be offered or sold in the United States, except pursuant to
the effectiveness of a registration statement or an applicable
exemption from the registration requirements of the Securities
Act. RTI has agreed to file a registration statement covering
resales of these shares by the investors.

RTI processes allograft tissue into shaped implants for use in
orthopedic and other surgeries. By processing allograft tissue
into forms that can be used in many types of surgical procedures
(orthopedic, urologic, craniofacial and cardiovascular surgery),
RTI enables patients to benefit from the gift of donated
tissues.

Allografts processed by RTI include the patented MD-Series(TM)
threaded bone dowels, Cornerstone-SR(TM) blocks, Opteform(R) and
Optefil(TM) allograft pastes, Osteofil/Regenafil(TM) injectable
bone paste, FasLata(TM) fascia lata tissue, and cortical bone
pins and interference screws. RTI also uses BioCleanse(TM), the
only proven tissue sterilization process validated to eliminate
viruses, bacteria, fungi and spores from tissue without
impacting the structural or biomechanical integrity of the
allograft.

As reported in Troubled Company Reporter's October 4, 2002
edition, Regeneration Technologies, Inc., entered into a 90-day
extension of its forbearance agreement and the maturity date of
its loans with its commercial lender, Bank of America.  The
extension expires December 31, 2002.

RTI has engaged Banc of America Securities LLC to assist RTI in
obtaining new mortgage loans to refinance the $15.3 million in
mortgage loans currently outstanding, of which $12.8 million
relates to the company's new, state-of-the-art facilities and
$2.5 million relates to its former manufacturing and
administration facilities.

As previously disclosed in April 2002, RTI was advised by its
commercial lender that as a result of its previously announced
results of operations for the year ended December 31, 2001, it
did not meet certain financial ratio covenants that it was
required to meet under its credit facilities.  At that time, RTI
entered into a forbearance agreement with its lender that
provided for a waiver of these covenants and certain other
defaults during the forbearance period and set a September 30,
2002, maturity date on the loans.


ROHN INDUSTRIES: Probes New Issues about Internal Flange Poles
--------------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a provider of
infrastructure equipment to the telecommunications industry, is
investigating new issues arising out of the Company's testing
and repair program for its internal flange poles.

As previously announced, in the second quarter of 2002, the
Company learned that an internal flange pole sold by the Company
to one of its customers had collapsed.  As a result, the Company
advised the U.S. Consumer Products Safety Commission of the
collapse and implemented a testing and repair program to help
ensure that the internal flange poles that the Company has sold
since 1999 conform to the Company's quality standards.  The
issue related to a welding operation that was used exclusively
for the Company's internal flange poles and did not affect any
of the Company's other pole or tower products.  Through
September 30, 2002, the Company has incurred total costs of
approximately $3.7 million in connection with the testing and
repair program it implemented for its internal flange poles.

In October, the Company was contacted by an employee of an
independent testing organization retained by the Company to
assist in the internal flange pole testing program.  This
individual alleged certain problems with that organization's
test results that called into question the integrity of those
results.  The Company's own investigation of the individual's
allegations confirmed certain problems with that organization's
test results.  The Company is still in the process of evaluating
the full nature and extent of the problems.

Additionally, a customer has recently notified the Company that,
in light of these new issues, it has commenced its own testing
and repair program of the internal flange poles that it
purchased from the Company.  This customer also recently
notified the Company that it expects reimbursement for any
losses and expenses it incurs in testing and repairing any
problems with the internal flange poles.  Although the Company's
potential exposure to its customers cannot be estimated at this
time, the amount is likely to be material to the Company.

ROHN Industries, Inc., is a manufacturer and installer of
telecommunications infrastructure equipment for the wireless
industry. Its products are used in cellular, PCS, radio and
television broadcast markets. The company's products and
services include towers, design and construction, poles and
antennae mounts. ROHN has ongoing manufacturing locations in
Peoria, Illinois and Frankfort, Indiana along with a sales
office in Mexico City, Mexico.

                         *    *    *

As reported in Troubled Company Reporter's November 13, 2002
edition, the Company is experiencing significant liquidity
and cash flow issues which have made it difficult for the
Company to meet its obligations to its trade creditors in a
timely fashion.  The Company expects to continue to experience
difficulty in meeting its future financial obligations.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $1 million.

On November 7, 2002, the Company entered into an amendment to
its credit and forbearance agreements with its bank lenders.
The amendment to the credit agreement, among other things,
further limits the Company's borrowing capacity by modifying the
definition of the borrowing base to decrease the amount of
inventory included in the borrowing base.  Additionally, the
amendment modifies the definition of the borrowing base to
provide additional borrowing capacity of varying amounts during
this period.  The amendments also provide for a series of
reductions in the Company's revolving credit facility that
reduce the availability under that facility from $23 million
currently to $16 million on and after December 31, 2002.  In
addition, the amendment also provides for additional term loan
payments through January 1, 2003. Furthermore, the amendment
provides for additional bank fees, some of which will be waived
if the Company achieves a significant reduction in the aggregate
loan balance at December 31, 2002.  Finally, the current
amendment also includes covenants measuring revenues, cash
collections and cash disbursements.  Under the amendment to the
forbearance agreement, the bank lenders have agreed to extend
until January 31, 2003 the period during which they will forbear
from enforcing any remedies under the credit agreement arising
from ROHN's breach of financial covenants contained in the
credit agreement except for the covenants added to the credit
agreement as a result of this new amendment.  If these financial
covenants and related provisions of the credit agreement are not
amended by January 31, 2003, and the bank lenders do not waive
any defaults by that date, the bank lenders will be able to
exercise any and all remedies they may have in the event of a
default.

The Company continues to experience difficulty in obtaining
bonds required to secure a portion of anticipated new contracts.
These difficulties are attributable to the Company's continued
financial problems and an overall tightening of requirements in
the bonding marketplace.  The Company intends to continue to
work with its current bonding company to resolve its concerns
and to explore other opportunities for bonding.


SAMSONITE CORP: Will Hold 3rd Quarter Conference Call Thursday
--------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) will hold a
conference call with securities analysts to discuss its third
quarter fiscal year 2003 earnings results for the quarter ended
October 31, 2002, at 11:00 a.m. Eastern Standard Time on
Thursday, December 5, 2002.  Investors and interested members of
the public are invited to listen to the discussion.

The dial-in phone number is (800) 779-9076 in the U.S. and
(712) 271-3441 for international calls.  The pass code is
Samsonite, and the leader of the call is Luc Van Nevel.  If you
cannot attend this call, it will be played back immediately
following completion through December 20, 2002. The playback
number is (800) 294-6360 and (402) 220-9790 for international
calls.

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under
brands such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R),
HEDGREN(R), LACOSTE(R) and SAMSONITE(R) BLACK LABEL. For more
information about Samsonite, visit its Web site at
http://www.samsonite.com

                         *    *    *

As reported in Troubled Company Reporter's October 10, 2002
edition, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on luggage manufacturer Samsonite
Corp., to single-'B'-minus from single-'B'; its subordinated
debt rating to triple-'C' from triple-'C'-plus; and its
preferred stock rating to triple-'C'-minus from triple-'C.'

The ratings were also placed on CreditWatch with negative
implications.

Samsonite had about $430 million of debt and almost $300 million
of preferred stock outstanding at July 31, 2002.

DebtTraders reports that Samsonite Corp.'s 10.750% bonds due
2008 (SAMC08USR1) are trading at 79 cents on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SAMC08USR1
for real-time bond pricing.


SPECTRASITE: Wants Okay to Hire Ordinary Course Professionals
-------------------------------------------------------------
Spectrasite Holdings, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Northern Carolina
to continue employing professionals the company turns to in the
ordinary course of business, without the need to submit separate
formal employment applications to the Court for each individual
professional.  The Debtor submits that it is impractical to
submit individual applications and proposed retention orders for
each of the professionals.

The Debtor assures the Court that it won't pay any individual
Ordinary Course Professional more than $25,000 for postpetition
compensation and reimbursement of expenses in any one-month
period.

The Ordinary Course Professionals will continue to provide the
services to the Debtors similar to those rendered prior the
Petition Date.  The Debtor maintains that it is important to
continue the employment of Ordinary Course Professional because
they are already familiar with the Debtor's affairs and can be
crucial to the Debtor's quick emergence from chapter 11.

Spectrasite Holdings, Inc., is a holding company incorporated in
Delaware whose principal asset is 100% of the common stock of
SpectraSite Communications, Inc., a telecommunication company.
The Company filed for chapter 11 protection on November 15,
2002.  Terri L. Gardner, Esq., at Poyner & Spruill, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$742,176,818 in total assets and $1,739,522,826 in total debts.


TEXON INT'L: Inks Pact to Amend Barclays Credit Facilities
----------------------------------------------------------
Texon International Limited announced entered into an agreement
with Barclays Leveraged Finance (a division of Barclays Bank
PLC) amending the credit facilities previously entered
into between, amongst others, United Texon Limited, a wholly-
owned subsidiary of the Company, as borrower, the Company
as parent and Barclays as arranger, facilities agent and issuing
lender.

The amended facilities are on substantially similar terms to the
previous facilities, with the following significant amendments:

     (i) the term loan is increased to Euro 51,900,000;

    (ii) the revolving credit facilities are increased to
         Euro 10,000,000;

   (iii) the amended facilities terminate on 31 December 2009;

    (iv) the amortisation schedule of the term loan facility has
         been amended to provide for repayments of principal:

                Amount               Date
                ------               ----
            Euro 2,840,000        30 June 2003
            Euro 2,840,000        31 December 2003
            Euro 3,320,000        30 June 2004
            Euro 3,320,000        31 December 2004
            Euro 3,450,000        30 June 2005
            Euro 3,450,000        31 December 2005
            Euro 3,730,000        30 June 2006
            Euro 3,730,000        31 December 2006
            Euro 3,930,000        30 June 2007
            Euro 3,930,000        31 December 2007
            Euro 4,180,000        30 June 2008
            Euro 4,180,000        31 December 2008
            Euro 4,500,000        30 June 2009
            Euro 4,500,000        31 December 2009

     (v) the financial covenants have been amended to provide
         revised ratios for non-bond debt coverage, net total
         interest cover, service cover, minimum consolidated net
         worth and limits on capital expenditure, all of which
         the Company believes will allow it sufficient headroom
         under the Facilities.

Following implementation of the amended facilities, the Company
expects the term loan facility to be fully drawn, its additional
borrowings under bilateral facilities to have been reduced to
pound 9,500,000 and to have drawn approximately Euro 2,000,000
of the revolving credit facility.

The Company also announced that all conditions precedent to the
scheme of arrangement dated 10 October 2002 proposed by the
Company to effect a recapitalization of its business have now
been satisfied and the Scheme is effective as of 22 November
2002.

By a written resolution dated 28 October 2002, the shareholders
of the Company unanimously passed resolutions required to
implement the Scheme. The Scheme was unanimously approved by the
holders of 87.92% by principal amount of the Company's DM245
million Senior Notes due 2008 at a meeting of Scheme Creditors
held on 30 October 2002. On 7 November 2002, the High Court in
London granted an order sanctioning the Scheme. On 14 November
2002, the High Court order was registered with the Registrar of
Companies and on 15 November 2002 the United States Bankruptcy
Court in New York granted an order under Section 304 of the
Bankruptcy Code recognizing and enforcing the Scheme in the
United States.

In accordance with the Scheme, the Company will proceed to issue
new shares to Scheme Creditors that will, when issued, comprise
approximately 90% of the share capital of the Company and to
comply with the other terms of the Scheme. In accordance with
the Scheme, 25% of the outstanding Senior Notes will remain in
place subject to certain amendments to their terms. Following
the issue of new shares, MatlinPatterson Global Opportunities
Partners, L.P., will become the owner of approximately 73% of
the share capital of the Company.

The Fund has $2.2 billion of committed capital and invests
globally in the discounted debt securities of companies
experiencing financial distress with the objective of obtaining
corporate control. Ian Burgess and Peter Schoels, partners in
the Fund's investment advisory business, will be joining the
Company's board of directors. A new Chairman is expected to be
appointed in the near future.

Advisors:

Talbot Hughes LLP are acting as financial advisers to the
Company.  Cadwalader, Wickersham and Taft and Dickson Minto W.S.
are acting as legal advisers to the Company.

Bingham McCutchen LLP are acting as legal advisers to an ad hoc
committee of holders of the Senior Notes.  Numerica Business
Services Limited are the financial advisers to the ad hoc
committee.

Lovells are acting as legal advisors to Barclays Leveraged
Finance.

The Company believes that the Texon Group is the world's
largest, in terms of sales, manufacturer and marketer of
structural materials footwear that are essential in the
manufacture of footwear. It supplies over 7,500 customers in 90
countries, including most of the world's major footwear
manufacturers, with products from its fifteen manufacturing
sites strategically located in Europe, the United States,
Brazil, China and Australia.


TRANSTEXAS GAS: Obtains Nod to Bring-In Jordan Hyden as Counsel
---------------------------------------------------------------
TransTexas Gas Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire the firm of Jordan, Hyden,
Womble & Culbreth, P.C., as their attorneys.

Jordan Hyden is expected to provide:

  (a) Assistance to the Debtors in the counseling and
      professional advice regarding continued operation of their
      businesses and management of their property and duties and
      responsibilities as Debtors;

  (b) Assistance to the Debtors in preparing all schedules and
      statements required pursuant to Title 11 of the United
      States Code;

  (c) Assistance to the Debtors in preparing on behalf of the
      Debtors all necessary applications, notices, answers,
      adversaries, orders, reports and other legal papers
      regarding the Debtors' obligations and operations under
      Chapter 11;

  (d) Assistance to the Debtors in the negotiation of a Plan
      satisfactory to parties in interest, and to prepare a
      Disclosure Statement which will be submitted to parties in
      interest; and

  (e) Assistance to the Debtors in performing all other legal
      services for Debtors as may be necessary and appropriate
      to advise, instruct, assist or otherwise perform the
      duties of Debtors and Debtors in possession in a Chapter
      11 case.

The agreed hourly rates of compensation are:

          Shelby A. Jordan           $300 per hour
          Harlin Womble              $275 per hour
          Nathaniel Peter Holzer     $250 per hour
          Robert Holcomb             $125 per hour
          Law Clerks                 $110 per hour
          Bankruptcy Paralegals      $ 75 - $110 per hour

TransTexas Gas Corporation, a company involved in the
exploration for, production and sale of natural gas and oil,
filed for chapter 11 protection on November 14, 2002.  Stephen
A. Roberts, Esq., at Strasburger & Price LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors it listed assets of over a
hundred million and debts of over $300 million.


UNITED AIRLINES: Flight Controllers Ratify Restructuring Pact
-------------------------------------------------------------
United Airlines (NYSE: UAL) is grateful to the membership of the
Professional Airline Flight Control Association (PAFCA) which
ratified an agreement that will help United reduce its costs as
part of the company's financial recovery program.

PAFCA represents 181 flight dispatchers who work in United's
Operations Control Center located at United's worldwide
headquarters just northwest of Chicago.

"This is an important milestone in our ongoing effort to
transform United and bring our costs in line with our revenues,"
said Glenn Tilton, United's chairman, president and chief
executive officer. "I want to thank the flight dispatchers
represented by PAFCA for supporting an initiative which will
help reduce labor costs and allow us to move forward with our
financial recovery efforts."

Other information about United Airlines can be found at the
company's Web site at http://www.united.com


UNITED AIRLINES: Machinists Group Reject Proposed Concessions
-------------------------------------------------------------
United Airlines' (NYSE: UAL) chairman, president and chief
executive officer Glenn Tilton issued the following statement on
news that certain IAM work groups voted in favor of their
proposed contract changes and one group voted against them. Mr.
Tilton said, thus:

"The participation of our public contact, ramp, food service,
security and other employees represented by IAM District 141
represents a significant part of our financial recovery program
and they deserve commendation for voting in favor of proposed
wage reductions to help transform our airline. Clearly, we're
disappointed that our mechanic and related employees,
represented by IAM District 141M, did not approve the tentative
agreement with United. Nevertheless, we remain fully committed
to the goals of the United Airlines Union Coalition in achieving
labor cost savings that will enable us to secure federally
backed loans. We will immediately begin talks with the IAM 141M
leadership to ensure that a contract proposal consistent with
the coalition's framework is brought before the membership as
soon as possible."

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


W.R. GRACE: Sealed Air Litigation Settled for $730-$850 Million
---------------------------------------------------------------
The multi-billion dollar fraudulent conveyance complaint brought
by the Official Committee of Asbestos Claimants' Committee in
W.R. Grace's chapter 11 cases attempting to unwind the spin-off
of Sealed Air Corporation (NYSE:SEE) is, it appears, settled.

Sealed Air announced Friday that it reached an agreement in
principle with all of the appropriate parties to resolve all of
the current and future asbestos-related claims and the pending
fraudulent transfer claims made against it and its affiliates in
connection with the 1998 transaction in which Sealed Air
acquired the Cryovac packaging business from W.R. Grace.

The pending settlement calls for SEE to contribute 9 million
shares of Sealed Air common stock to a settlement fund for
W.R. Grace creditors.  The pending settlement also calls for the
payment of $512.5 million in cash plus interest, at a 5.5%
annual rate, starting on December 21, 2002 and ending on the
effective date of the W. R. Grace plan for reorganization. The
cash payment must be made in full at that time. Sealed Air will
not seek indemnity from Grace for payments made under this
agreement.

SEE shares closed at $24.48 on Wednesday, November 27, 2002.
That per share price values the settlement at just over $730
million.  In active trading Friday, SEE shares closed at $38.20
per share.  At that price, the value of the settlement tops $850
million.

Ultimately, the value of the settlement is a function of two
variables: the time to confirmation (because interest accrues on
the cash component) and the value of the SEE shares (because
each $1 change in the price per share adds or subtracts $9
million from the settlement).  This simple two-dimensional
matrix shows the range of potential settlement amounts at
various confirmation dates and trading prices:

               Sealed Air Litigation Settlement Values
         (in Millions of Dollars, except per share amounts)
------------   ------------------------------------------------
Projected                 Price per Share in Sealed Air
Confirmation   ------------------------------------------------
Date           $25.00  $30.00  $35.00  $40.00   $45.00   $50.00
------------   ------  ------  ------  ------   ------   ------
30-Jun-2003    752.3   797.3   842.3   887.3    932.3    977.3

31-Dec-2003    766.5   811.5   856.5   901.5    946.5    991.5

30-Jun-2004    780.5   825.5   870.5   915.5    960.5  1,005.5

31-Dec-2004    794.7   839.7   884.7   929.7    974.7  1,019.7

30-Jun-2005    808.7   853.7   898.7   943.7    988.7  1,033.7

31-Dec-2005    822.9   867.9   912.9   957.9  1,002.9  1,047.9

30-Jun-2006    836.9   881.9   926.9   971.9  1,016.9  1,061.9

31-Dec-2006    851.1   896.1   941.1   986.1  1,031.1  1,076.1

The agreement also provides for full protection of Sealed Air
from any and all claims against the Company by Fresenius Medical
Care AG related to the W. R. Grace transactions.

This agreement is subject to Sealed Air and its affiliates,
subsidiaries, officers, directors et al., receiving the full
benefit of 11 U.S.C. Sec. 524(g) and Sec. 105 of the U.S.
Bankruptcy Code.  This provides that all asbestos-related claims
against Sealed Air would be channeled to a trust to be
established as part of W.R. Grace's plan of reorganization that
will make payments to asbestos claimants on behalf of Grace.
The agreement is also subject to the approval of Sealed Air
Corporation's Board of Directors and the Asbestos Personal
Injury and Asbestos Property Damage Creditors Committees in the
W.R. Grace bankruptcy proceeding.  Approval will be sought by
the respective parties no later than December 6, 2002. The
agreement is also subject to execution of a definitive
settlement agreement.

William V. Hickey, President and Chief Executive Officer, stated
that: "This agreement in principle provides Sealed Air with
finality and certainty as we put the Grace-related issues behind
us. We believe that reaching this timely and manageable
settlement is in the best interests of our shareholders and our
business. Sealed Air will continue doing what we do best:
providing superior, innovative packaging products and solutions
that add value to our customers around the world."


W.R. GRACE: Fresenius Litigation Settled for $15 Million
--------------------------------------------------------
Fresenius Medical Care AG ("FMC") (Frankfurt Stock Exchange:
FME, FME3) (NYSE: FMS, FMS_p), the world's largest provider of
Dialysis Products and Services, reached an agreement in
principle to settle all of the fraudulent conveyance claims
against it and other claims arising out of the W.R. Grace & Co.
chapter 11 cases.

Under the terms of the agreement in principle, all fraudulent
conveyance and other claims raised on behalf of asbestos
claimants will be dismissed with prejudice and the Company will
receive protection against all existing and potential future
asbestos-related claims upon confirmation of the W.R. Grace &
Co. bankruptcy reorganization plan. The Company will retain
responsibility to resolve the outstanding pre-merger income
taxes of the W.R. Grace & Co. consolidated tax group and has
agreed to pay $15 million to the W.R. Grace bankruptcy estate
upon plan confirmation. No admission of liability has been or
will be made.

A definitive settlement agreement is expected before the end of
the year 2002.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care,
commented: "We are clearly pleased to be able to reach agreement
on financial terms that are well within our existing reserves
for pre-merger liabilities and that provide for a prompt, full
and final resolution of these matters. Although we remain
confident that there was no fraudulent conveyance in our 1996
transaction, it was in the best interests of the Company and its
shareholders to put any asbestos-related questions to rest
permanently. This settlement avoids the costs of expensive and
distracting litigation that could have taken years to resolve,
and that would have drawn our attention and energy away from our
focus to accomplish the financial objectives of our US strategic
plans and providing outstanding medical care to our thousands of
patients worldwide, first rate clinical support to our
affiliated physicians and clinicians and the highest clinical
outcomes for health plans."


WARNACO GROUP: Third Quarter Revenues Drop 13% to $52 Million
-------------------------------------------------------------
As a result of The Warnaco Group's Chapter 11 Cases and the
circumstances leading to the filing thereof, as of October 5,
2002, the Company was not in compliance with certain financial
and bankruptcy covenants contained in certain of its license
agreements. Under applicable provisions of the Bankruptcy Code,
compliance with such terms and conditions in executory contracts
generally are either excused or suspended during the Chapter 11
Cases.

In the Chapter 11 Cases, substantially all of the Debtors'
unsecured liabilities as of the Petition Date are subject to
compromise or other treatment under a plan or plans of
reorganization which must be confirmed by the Bankruptcy Court
after obtaining the requisite amount of votes from affected
parties. The ultimate amount of and settlement terms for such
liabilities are subject to confirmation of the Debtors' proposed
plan of reorganization and, accordingly, are not presently
determinable.

The Debtors filed their proposed joint plan of reorganization
and related disclosure statement with the Bankruptcy Court on
October 1, 2002. The Debtors subsequently filed a first amended
joint plan of reorganization and related disclosure statement on
November 9, 2002. A hearing was held before the
Bankruptcy Court on November 13, 2002 with respect to the
adequacy of the information contained in the disclosure
statement. The Bankruptcy Court entered an order on November 14,
2002 approving the Debtors' disclosure statement as containing
information of a kind and in sufficient detail, as far as is
reasonably practicable to enable holders of claims to make
informed judgments about the plan, as required under section
1125 of the Bankruptcy Code. As a result, the Debtors will
solicit acceptances of the plan from their creditors whose
claims are impaired and who may receive distributions under the
plan. In order to confirm the plan, the Bankruptcy Court is
required to find, among other things, that (i) with respect to
each impaired class of creditors and equity holders, each holder
in such class has accepted the plan or will, pursuant to the
plan, receive at least as much as such holder would have
received in a liquidation, (ii) each impaired class of creditors
and equity holders has accepted the plan by the requisite vote
and (iii) confirmation of the plan is not likely to be followed
by a liquidation or a need for further financial reorganization
unless the plan proposes such measures. If any impaired class of
creditors or equity holders does not accept the plan, then,
assuming that all of the other requirements of the Bankruptcy
Code are met, the Debtors may invoke the "cram-down" provisions
of the Bankruptcy Code. Under these provisions, the Bankruptcy
Court may approve a plan notwithstanding the non-acceptance of
the plan by an impaired class of creditors or equity holders if
certain requirements are met. These requirements include payment
in full for a dissenting senior class of creditors before
payment to a junior class can be made. Under the priority scheme
established by the Bankruptcy Code, absent agreement to the
contrary, certain post-petition liabilities and pre-petition
liabilities need to be satisfied before shareholders can receive
any distribution.

As a result of the amount and character of the Company's pre-
petition indebtedness, the shortfall between the Company's
projected enterprise value and the amount necessary to satisfy
the claims, in full, of its secured and unsecured creditors and
the impact of the provisions of the Bankruptcy Code applicable
to confirmation of the Debtors' proposed plan of reorganization,
holders of the Company's debt and equity securities will receive
distributions under the Company's proposed plan of
reorganization as follows:

         (i)      the Company's existing common stock will be
                  extinguished and common stockholders will
                  receive no distribution;

         (ii)     general unsecured claimants will receive
                  approximately 2.55% of newly issued common
                  stock of the reorganized Company;

         (iii)    the Company's pre-petition secured lenders
                  will receive their pro-rata share of
                  approximately $101,000 in cash, newly issued
                  second lien notes in the principal amount of
                  $200,000 and approximately 96.26% of newly
                  issued common stock of the reorganized
                  Company;

         (iv)     holders of claims arising from or related to
                  certain preferred securities will receive
                  approximately 0.60% of newly issued common
                  stock of the reorganized Company if such
                  holders do not vote as a class to reject the
                  plan; and

         (v)      pursuant to the terms of his Employment
                  Agreement, as adjusted under the Plan, Antonio
                  C. Alvarez II, the President and Chief
                  Executive Officer of the Company, will receive
                  an incentive bonus consisting of $1,950 in
                  cash, second lien notes in the principal
                  amount of $940 and 0.59% of newly issued
                  common stock of the reorganized Company.

         (vi)     In addition to the foregoing, allowed
                  administrative and priority claims will be
                  paid in full in cash. Under the proposed plan
                  additional shares of common stock of the
                  reorganized Company equal to 10% of the newly
                  issued common stock of the Company will be
                  reserved for issuance pursuant to management
                  incentive stock grants.

Warnaco Group's net revenues for the three months (third
quarter) ended October 5, 2002, decreased $52.2 million, or
13.1%, to $345.5 million in the third quarter of fiscal 2002
compared to $397.7 million in the third quarter of fiscal 2001.
In the same period, Sportswear and Swimwear Division net
revenues decreased $3.3 million, or 1.8%, to $176.9 million,
Intimate Apparel Division net revenues decreased $23.2 million,
or 13.7%, to $145.4 million (excluding discontinued and sold
business units, Intimate Apparel Division net revenues decreased
$3.9 million or 2.6%) and Retail Stores Division net revenues
decreased $25.7 million, or 52.7%, to $23.1 million.

In the first nine months of Warnaco Group's fiscal year, ended
October 5, 2002, net revenues decreased $121.9 million, or 9.7%,
to $1,137.3 million in the first nine months of fiscal 2002
compared to $1,259.2 million in the first nine months of fiscal
2001. In the same period, Sportswear and Swimwear Division net
revenues decreased $50.2 million, or 7.5%, to $622.6 million,
Intimate Apparel Division net revenues decreased $10.1 million,
or 2.3%, to $434.8 million (excluding discontinued and sold
business units, Intimate Apparel Division net revenues increased
$48.5 million or 12.7%) and Retail Stores net revenues decreased
$61.6 million, or 43.6%, to $79.8 million.

Net loss for the three months ended October 5, 2002, was
$15,631, as compared to a net loss of $64,171 for the three
months ended October 6, 2001.  For the nine month period of 2002
Warnaco Group's net loss was $905,372, compared to a net loss of
$466,207 in the nine months of the comparable 2001 period.

By operating under the protection of the Bankruptcy Court,
making improvements in the Company's operations and selling
certain assets, the Company has improved its cash position
subsequent to the Petition Date. The Company is not permitted to
pay any pre-petition liabilities without approval of the
Bankruptcy Court, including interest or principal on its pre-
petition debt obligations (approximately $2.2 billion of pre-
petition debt outstanding, including approximately $349.7
million of trade drafts) and approximately $140.0 million of
accounts payable and accrued liabilities. Since the Petition
Date through October 5, 2002, the Company sold certain personal
property, certain owned buildings and land and other assets for
approximately $12.5 million, approximately $2.3 million of which
was recorded in the third quarter of fiscal 2002. Substantially
all of the net proceeds from these sales were used to reduce
outstanding borrowing under the Amended DIP or provide
collateral for outstanding trade and stand-by letters of credit.
In the first quarter of fiscal 2002, the Company sold the
business and substantially all of the assets of GJM and
Penhaligon's. The sales of GJM and Penhaligon's generated
approximately $20.5 million of net proceeds in the aggregate.
Proceeds from the sale of GJM and Penhaligon's were used to (i)
reduce amounts outstanding under certain debt agreements of the
Company's foreign subsidiaries which are not part of the Chapter
11 Cases ($4.8 million), (ii) reduce amounts outstanding under
the Amended DIP ($4.2 million), (iii) create an escrow fund for
the benefit of pre-petition secured lenders ($9.8 million)
(subsequently disbursed in June 2002) and (iv) create an escrow
fund for the benefit of the purchasers for potential
indemnification claims and working capital valuation adjustments
($1.7 million).

In connection with the Company's decision to close unprofitable
outlet retail stores, in May 2002, the Company began closing 25
of its outlet retail stores. The Company contracted with a third
party and sold the inventory in these stores generating
approximately $12.0 million of net proceeds which were used to
reduce amounts outstanding under the Amended DIP. In October
2002, the Company began the process of closing its 26 remaining
Calvin Klein domestic outlet retail stores.  The closing of the
stores and the related sale of inventory generated net proceeds
of $10.3 million through November 7, 2002. The Company will
receive approximately $2.0 million of additional net proceeds in
the fourth quarter of fiscal 2002. The Company expects that all
of its domestic outlet retail stores will be closed by the end
of January 2003.

At October 5, 2002, the Company had working capital of $477.0
million, excluding $2,482.3 million of pre-petition liabilities
that are subject to compromise.

The Warnaco Group, Inc continue to review their operations and
identify assets for potential disposition. However there can be
no assurance that the Company will be able to consummate such
transactions at prices the Company or the Company's creditor
constituencies will find acceptable.


WASHINGTON MUTUAL: Fitch Rates Two Note Classes at Low-B Levels
---------------------------------------------------------------
Washington Mutual Mortgage Securities Corp.'s mortgage pass-
through certificates, series 2002-MS9 classes I-A-1 through I-A-
16, II-A-1 through II-A-6, I-P, II-P, I-X, II-X and R
($649,781,120) certificates, are rated 'AAA' by Fitch Ratings.
In addition, Fitch rates the class C-B-1 ($7,968,604)
certificate 'AA', C-B-2 ($3,652,276) certificate 'A-' and C-B-3
($1,726,885) certificate 'BBB-'. Classes C-B-4, C-B-5 and C-B-6
are being offered privately. Fitch rates the class C-B-4
certificate ($1,128,885) 'BB-' and class C-B-5 certificate
($464,835) 'B'.

The 'AAA' rating I-A-1 through I-A-16, II-A-1 through II-A-6, I-
P, II-P, I-X, II-X and R senior certificates reflects the 2.45%
subordination provided by the 1.25% class C-B-1, the .70% class
C-B-2, the 0.44% class C-B-3 and .47% provided by classes C-B-4,
C-B-5 and C-B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures.

The Group I loans consists of 1,201 conventional, fully
amortizing 30-year fixed-rate, mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate original principal balance of $501,721,781.29. The
average unpaid principal balance as of the cut-off date is
$417,753. The weighted average original loan-to-value ratio
(LTV) is 68.50%. Cash-out refinance loans represent 24.61% of
the loan pool. Approximately 63.59% and 4.18% of the mortgage
loans possess FICO Scores greater than or equal to 720 and less
than 660, respectively. The three states that represent the
largest portion of the mortgage loans are California (48.51%),
New York (7.87%) and Illinois (5.73%).

The Group II loans consists of 359 conventional, fully
amortizing, 30-year fixed-rate, mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate original principal balance of $162,328,573.75. The
average unpaid principal balance as of the cut-off date is
$452,168. The weighted average original LTV is 59.50%. Cash-out
refinance loans represent 19.78% of the loan pool. Approximately
72% and 1.9% of the mortgage loans possess FICO Scores greater
than or equal to 720 and less than 660, respectively. The three
states that represent the largest portion of the mortgage loans
are California (33.55%), Illinois (11.12%) and New York (6.63%).

The certificates are issued pursuant to a pooling and servicing
agreement dated November 1, 2002 among Washington Mutual
Mortgage Securities Corp., as depositor and master servicer; and
State Street Bank and Trust Company, as trustee.


WORLDCOM: Special Digex Committee Demands Payment of Expenses
-------------------------------------------------------------
Tracy L. Klestadt, at Klestadt & Winters LLP, in New York,
recounts that as of February 2000, debtor Intermedia
Communications, Inc., owned a controlling interest in Digex
Inc., including a 62% equity interest in non-debtor Digex and
94% of the total voting power of Digex stock.  In July 2000,
Intermedia publicly announced that it would explore strategic
options with respect to Digex, including a possible sale of its
ownership interest in Digex.  Because of the possible conflicts
of interest between Intermedia and Digex in this sale, on July
26, 2000, the Digex board of directors appointed a special
committee of the Digex Board to participate in the transaction
process.

On August 30, 2000, a WorldCom agent informed Intermedia that
WorldCom was interested in making an offer to acquire Digex.
The next day, the agent informed Intermedia that WorldCom had
decided to acquire Intermedia, thereby gaining voting control
over Digex, rather than acquiring all of the outstanding equity
of Digex. The Digex Board approved the Merger for Section 203
purposes by a vote of four to three.

Following public announcement of the Merger, Ms. Klestadt
relates that several lawsuits on behalf of the minority
stockholders of Digex were filed in the Court of Chancery
challenging the Merger. The stockholder plaintiffs in the
Delaware Action sought to preliminarily enjoin the Merger. On
December 13, 2000, the Court of Chancery issued an opinion
denying plaintiffs' application for a preliminary injunction.
Nevertheless, the court concluded that there was a reasonable
probability that the approval of the Merger by the Digex Board
for Section 203 purposes constituted a breach of fiduciary duty.

Primarily, as a result of the Court's decision and the vigorous
efforts of the Special Committee to achieve maximum benefits for
the Digex minority stockholders, on February 15, 2001, the
parties to the Delaware Action and the Special Committee entered
into a memorandum of understanding setting forth the preliminary
terms of a proposed settlement of the Delaware Action.  On April
6, 2001, the Court of Chancery entered an order and final
judgment approving the Settlement.

Consistent with their efforts throughout the litigation to
protect the interests of the Digex minority stockholders, the
Special Committee was the sole party to the Settlement to object
to the $24,750,000 fee application by the stockholder
plaintiffs' attorneys.  The Court of Chancery considered
detailed affidavits and substantial testimony from a Special
Committee member and the Special Committee's principal legal
advisor regarding the central role of the Special Committee and
its financial and legal advisors in generating, negotiating and
documenting the Settlement, including in particular the
$165,000,000 settlement fund and the commercial agreements
valued in excess of $240,000,000.  The Court of Chancery
ultimately awarded $12,375,000 in fees and expenses to the
stockholder plaintiffs' attorneys in the Delaware Action.
Accordingly, the Special Committee's objection resulted in the
delivery, pursuant to the Settlement, to certain Digex minority
stockholders of $12,375,000 of WorldCom stock, which the
stockholder plaintiffs' attorneys sought for themselves without
objection from WorldCom.

Ms. Klestadt contends that WorldCom failed to satisfy its
obligation under the Settlement and the Final Order to reimburse
Digex for expenses incurred in connection with the Merger and
the Delaware Action.  In a phone conversation on January 25,
2001 among Bernard Ebbers and the independent directors of
Digex's Board, Mr. Ebbers expressly agreed as part of the
Settlement that WorldCom would reimburse Digex for up to
$15,000,000 of expenses as approved by the Special Committee,
and that the Special Committee would have the responsibility to
review and approve on behalf of Digex any and all expenses
covered by the WorldCom reimbursement obligation.  This
agreement was formally memorialized in the Stipulation.

On May 24, 2001, the Special Committee reviewed and approved the
fees and expenses incurred by Digex that were subject to
reimbursement by WorldCom totaling $14,949,168.57.  On June 4,
2001, a schedule of the Approved Expenses was forwarded to
counsel for WorldCom.  In light of the significant benefits
achieved principally by the Special Committee and its advisors
for the minority stockholders of Digex in connection with the
Settlement, the Special Committee approved total payments by
Digex to the Special Committee's financial and legal advisors in
the amount of $10,369,421.45 to CSFB, $2,013,942.50 to Cahill
and $878,188.94 to Richards Layton.

WorldCom did not respond for several weeks.  On or about June
24, 2001, Ms. Klestadt notes that WorldCom's counsel informed
the Special Committee's counsel that WorldCom was "distressed"
with the amount of the Approved Expenses and requested extensive
documentation substantiating each and every aspect of those
expenses.  Counsel for the Special Committee then forwarded to
counsel for WorldCom all invoices from the professional advisors
that had been approved by the Special Committee.  On June 25,
2001, the Special Committee's counsel provided WorldCom's
general counsel with a revised list of Approved Expenses that
totaled $15,060,187.10.

On June 28, 2001, the general counsel of WorldCom informed
counsel for the Special Committee that WorldCom simply refused
to reimburse certain of the Approved Expenses notwithstanding
the terms of the Settlement.  WorldCom asserted that $1,200,000
of the Approved Expenses were objectionable as a matter of
principle to WorldCom and did not fall within the scope of the
WorldCom Reimbursement obligation under the Stipulation,
including the fees payable by Digex to the Special Committee
members, Intermedia, and certain legal and financial advisors to
Digex, as well as certain expenses of Digex employees.  The
general counsel of WorldCom also stated that WorldCom would
"need something off the top" of the remaining $13,800,000 before
it would make the reimbursement payment and that WorldCom's CEO
had approved a maximum reimbursement payment for only
$12,500,000.

Pursuant to the terms of the Stipulation, Ms. Klestadt informs
the Court that the Reimbursement was to be made by WorldCom to
Digex on July 1, 2001 -- the effective date of the Merger.
However, despite the Merger becoming effective, WorldCom failed
on July 1, 2001 to make any of the Reimbursement payment as
required by the Final Order.  Thus, WorldCom has been in breach
of the Stipulation since that day.

Following the Merger, the Special Committee insisted that
WorldCom comply with the Reimbursement obligation established in
the Settlement and mandated by the Final Order.  On July 10,
2001, WorldCom sent a wire transfer equal to $12,500,000 to
Digex along with express instructions that Digex was not to
distribute any of the $12,500,000 and was not authorized to pay
any of the Approved Expenses until WorldCom reviewed these
expenses. Because WorldCom confirmed after the Merger that Digex
would not be required to pay a bank commitment fee of $300,000
to Intermedia, the total of the Approved Expenses reimbursable
by WorldCom was reduced to $14,760,187.10.  However, WorldCom
informed the Special Committee in mid-July 2001 that WorldCom
had instructed Digex to pay only certain of the Approved
Expenses and not to pay other Approved Expenses.  Acting at the
direction of WorldCom, Digex has refused to pay the full amount
of $14,700,000 in Approved Expenses incurred by Digex, including
the $500,000 success bonuses to each of Cahill Gordon and
Richards Layton.

On August 23, 2001, after WorldCom had failed for more than a
month after the Merger to meet its obligations under the
Settlement and the Final Order, Ms. Klestadt relates that the
Special Committee filed a motion in the existing Delaware Action
to specifically enforce the terms of the Settlement as approved
and ordered by the Court of Chancery.

Following briefing by all parties in the Delaware Action,
including Digex, WorldCom and the plaintiffs, on July 29, 2002
the Court of Chancery issued a ten-page order holding that "none
of the objections and arguments by WorldCom or the stockholder
plaintiffs' attorneys [as to why the Special Committee Legal
Advisors should not be paid] has merit."  The Order directed
WorldCom to reimburse Digex in the amount of $1,860,187.14,
which, combined with the $12,500,000 WorldCom had already wired
to Digex, represented the $14,360,187.14 sought by the Special
Committee as fulfillment of the Reimbursement obligation under
the Settlement.

In the July 29 Order, Ms. Klestadt notes that the Court of
Chancery found as a factual matter that WorldCom had expressly
agreed to the Reimbursement obligation in connection with the
Settlement.  The Court of Chancery also found that the
Reimbursement obligation in the Stipulation was "clear and
unambiguous," writing that this provision: obligates WorldCom to
reimburse Digex for all fees and expenses incurred by Digex in
connection with [the Delaware Action], including all legal fees
and investment advisor fees approved by the Special Committee,
so long as the Reimbursement does not exceed $15,000,000.  The
Special Committee unquestionably had the corporate authority to
determine the obligation of Digex to pay professional fees
charged by the Committee's legal advisors.  Thus, once the
Special Committee approved the success bonuses, the bonuses
became "fees incurred" by Digex.  The Court of Chancery further
held that the Special Committee's decision to authorize bonus
payments to the Special Committee Legal Advisors was "consistent
with the express authorization of its charter" as well as "an
exercise of the Committee's business judgment."  In summary, the
Court of Chancery rejected all arguments in opposition to
payment of the success bonuses and ordered WorldCom to comply
with its Reimbursement obligations under the Stipulation.

Accordingly, the Special Committee asks the Bankruptcy Court to
declare that the automatic stay is inapplicable to the entry of
an order directing Digex to pay the Approved Expenses, including
the $500,000 success bonuses to each of Cahill and Richards
Layton, without prejudice to Digex's right to seek
reimbursement, whether as an unsecured claim or otherwise, from
WorldCom.  In the alternative, the Special Committee seeks
relief from the automatic stay for the sole purpose of
continuation of the Delaware Action to seek relief against Digex
only. (Worldcom Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 7.875% bonds due 2003
(WCOM03USN1) are trading between 25.5 and 26.25 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM03USN1
for real-time bond pricing.


* BOND PRICING: For the week of December 2 - 6, 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     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.250%  06/15/11    37
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    23
AES Corporation                        8.000%  12/31/08    40
AES Corporation                        9.375%  09/15/10    44
AES Corporation                        9.500%  06/01/09    43
Aether Systems                         6.000%  03/22/05    73
Agere Systems                          6.500%  12/15/09    53
Agro-Tech Corp.                        8.625%  10/01/07    65
Akamai Technologies                    5.500%  07/01/07    41
Allegheny Generating Company           6.875%  09/01/23    69
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    65
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    73
American Tower Corp.                   5.000%  02/15/10    64
American Tower Corp.                   6.250%  10/15/09    67
American Tower Corp.                   9.375%  02/01/09    66
American & Foreign Power               5.000%  03/01/30    58
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    50
AMR Corp.                              9.000%  09/15/16    44
AMR Corp.                              9.750%  08/15/21    44
AMR Corp.                              9.800%  10/01/21    45
AMR Corp.                             10.000%  04/15/21    46
AMR Corp.                             10.200%  03/15/20    47
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    40
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    66
Best Buy Co. Inc.                      0.684%  06?27/21    68
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    58
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    72
Brooks Automatic                       4.750%  06/01/08    74
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    74
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    44
Calpine Corp.                          4.000%  12/26/06    46
Calpine Corp.                          7.875%  04/01/08    36
Calpine Corp.                          8.500%  02/15/11    40
Calpine Corp.                          8.625%  08/15/10    41
Calpine Corp.                          8.750%  07/15/07    42
Capital One Financial                  7.125%  08/01/08    75
Case Credit                            6.750%  10/21/07    74
Case Corp.                             7.250%  01/15/16    65
Cell Therapeutic                       5.750%  06/15/08    59
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Century Communications                 9.500%  03/01/05    23
Champion Enterprises                   7.625%  05/15/09    35
Charter Communications, Inc.           4.750%  06/01/06    24
Charter Communications, Inc.           5.750%  10/15/05    29
Charter Communications Holdings        8.250%  04/01/07    50
Charter Communications Holdings        8.625%  04/01/09    50
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    52
Charter Communications Holdings       10.000%  05/15/11    50
Charter Communications Holdings       10.250%  01/15/10    50
Charter Communications Holdings       10.750%  10/01/09    52
Charter Communications Holdings       11.125%  01/15/11    51
Ciena Corporation                      3.750%  02/01/08    63
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
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    22
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
Cone Mills Corp.                       8.125%  03/15/05    60
Conexant Systems                       4.000%  02/01/07    45
Conexant Systems                       4.250%  05/01/06    50
Conseco Inc.                           8.750%  02/09/04     7
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    48
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    29
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    74
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    69
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Curagen Corp.                          6.000%  02/02/07    64
Cummins Engine                         5.650%  03/01/98    60
Cypress Semiconductor                  3.750%  07/01/05    71
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    70
Dana Corp.                             7.000%  03/15/28    70
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    63
Delta Air Lines                        8.300%  12/15/29    48
Delta Air Lines                        9.000%  05/15/16    57
Delta Air Lines                        9.250%  03/15/22    55
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    75
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    73
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    73
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    72
E*Trade Group                          6.000%  02/01/07    71
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    70
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    62
Georgia-Pacific                        8.625%  04/30/25    74
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          6.375%  03/15/08    70
Goodyear Tire                          7.000%  03/15/28    46
Goodyear Tire                          7.857%  08/15/11    66
Gulf Mobile Ohio                       5.000%  12/01/56    60
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    68
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    59
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    72
Imclone Systems                        5.500%  03/01/05    70
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    52
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    58
Inland Steel Co.                       7.900%  01/15/07    51
International Rectifier                4.250%  07/15/07    75
Interpublic Group                      1.870%  06/01/06    68
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    18
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    70
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    35
Level 3 Communications                 9.125%  05/01/08    61
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    55
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    65
Lucent Technologies                    5.500%  11/15/08    47
Lucent Technologies                    6.450%  03/15/29    48
Lucent Technologies                    6.500%  01/15/28    48
Lucent Technologies                    7.250%  07/15/06    63
Magellan Health                        9.000%  02/15/08    20
Mail-Well I Corp.                      8.750%  12/15/08    60
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    60
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    43
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    34
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    62
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    16
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    73
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    71
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    66
Northwest Airlines                     7.875%  03/15/08    56
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    72
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Pegasus Satellite                     12.500%  08/01/07    15
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    70
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    63
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    64
Qwest Communications Int'l             7.250%  11/01/06    74
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    25
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    65
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    71
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    53
SC International Services              9.250%  09/01/07    56
SCI Systems Inc.                       3.000%  03/15/07    61
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    56
Sepracor Inc.                          5.750%  11/15/06    60
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    55
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    74
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    73
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
Time Warner Telecom Inc.               9.750%  07/15/08    51
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    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    35
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    60
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    62
Weirton Steel                         11.375%  07/01/04    62
Westpoint Stevens                      7.875%  06/15/08    17
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    40
Xerox Corp.                            0.570%  04/21/18    62
Xerox Credit                           7.200%  08/05/12    71

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 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 ***