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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

            Thursday, January 30, 2003, Vol. 7, No. 21

                          Headlines

21ST CENTURY HOLDING: Says Has No Planned Secondary Offering
ADELPHIA BUSINESS: Court Approves Sale of Closed-Market Assets
ADELPHIA BUSI.: Detroit Market Asset Sale Hearing Set for Feb. 6
ADELPHIA COMMS: Moving Corporate Headquarters to Denver
ADELPHIA: Gets Nod to Consent to Niagara DIP Financing Terms

AES CORP: Fitch Assigns BB Rating to New Sr. Secured Financing
AIR CANADA: Selling 35% Equity Stake in Aeroplan to Onex Corp.
AIRTRAN AIRWAYS: Reports Improved Operating Results for Q4 2002
AKAMAI TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $166MM
ALGOMA STEEL: Alexander Adam Retires from Board of Directors

ALLMERICA FINANCIAL: Hosting Q4 Conference Call on Tuesday
ALTERRA: U.S. Trustee to Convene Creditors' Meeting on Feb. 28
AMES DEPARTMENT: Earns Nod to Assume & Assign 2 Leases to Marden
ANC RENTAL: Wants to Use Lenders' Cash Collateral Until March 19
ARCH COAL: Caps Price of 2.5MM 5% Conv. Preferred Share Offering

ASPECT COMMS: S&P Affirms B/CCC+ Rating after Private Placement
AVON PRODUCTS: Will Hold Q4 Earnings Conference Call on Tuesday
BAY VIEW: Net Assets in Liquidation Total $410MM at Dec. 31
BEAR STEARNS: Fitch Slashes Class B-5 Mortgage Note Rating to D
BEST BUY: Expands Networked Home Solutions to Dallas Market

BUDGET GROUP: Court Sets EMEA Asset Sale Hearing for February 18
CALIFORNIA INDEMNITY: S&P Affirms BBpi Financial Strength Rating
CANWEST GLOBAL: President & COO Don Babick Retiring on April 30
CANWEST GLOBAL: Reorganizes Canadian Media Ops. Management
CENDANT CORP: Completes Tender Offer for 7-3/4% Notes

CENTENNIAL COMMS: Appoints Ellen C. Wolf to Board of Directors
COEUR D'ALENE: Makes Further $25 Million Debt Reduction
CONSECO: Finance Debtor Want to Reject 29 Real Property Leases
CREDIT SUISSE: Fitch Puts BB- Class G Notes Rating on Watch Neg.
CREDIT SUISSE: Fitch Junks Class I Due to Kmart Store Closings

DICE INC: Plans to File Prepack. Chapter 11 Reorganization Soon
DLJ COMMERCIAL: Fitch Cuts Class B-7 Notes Rating Down 2 Notches
DOMAN INDUSTRIES: Moves CCAA Plan Filing Date to Late Next Month
DUNDEE BANCORP: Offers to Acquire Dundee Realty via Arrangement
EASYLINK SERVICES: Seeking to Restructure $86 Million of Debts

ENRON CORP: Fee Committee Wants to Hire Two Assistant Analysts
EOTT ENERGY: Court Scraps Jernigan's Request to Extend Bar Date
EQUUS CAPITAL: S&P Affirms Junk Class B & Class C Note Ratings
EXIDE TECHNOLOGIES: Asks Court to Fix April 11 General Bar Date
FANSTEEL: Hires Standard Industrial as Sarasota Asset Liquidator

FAST FERRY: UST Schedules Creditors' Meeting for February 28
FOAMEX: Names Andrew Thompson as EVP, Technical Products Group
FREESTAR TECHNOLOGIES: Inks $7.5MM Equity Funding Agreement
GAP INC: Board Approves Quarterly Dividend Payable on March 17
GENUITY: Earns Nod to Hire Ropes & Gray as Bankruptcy Attorneys

GERLING GLOBAL: A.M. Best Withdraws B- Financial Strength Rating
GOLDMAN SACHS: S&P Hatchets Class B Note Rating to Low-B Level
HIGHWOODS PROPERTIES: Board Declares Quarterly Cash Dividends
HYSEQ PHARMACEUTICALS: Shareholders Approve Variagenics Merger
I2 TECH: S&P Places B Corporate Credit Rating on Watch Negative

INTEGRATED HEALTH: Court Approves Sale of IHS Horizon Durham
KMART: Receives Court Approval for $2 Billion in Exit Financing
KMART: S&P Sees No Immediate Ratings Impact from Store Closings
KMART CORP: Offers $1 Million Salary to New CEO Julian C. Day
L-3 COMMS: Fourth Quarter 2002 Results Reflect Strong Growth

LAMAR MEDIA: S&P Rates Planned $1.25BB Sr. Sec. Bank Loan at BB-
LIGHT MANAGEMENT: Initiates Restructuring to Conserve Cash Flow
LOCAL TELECOM: Clyde Bailey Expresses Going Concern Doubt
LODGIAN: Commences New Shares Trading on AMEX Effective Jan. 28
LTV CORP: Portland Tube Demands Prompt Equipment Rent Payment

MATLACK SYSTEMS: Ch. 7 Trustee Taps Bayard Firm as Co-Counsel
MOBILE KNOWLEDGE: Longitude Fund Seeks Appointment of Receiver
NAT'L CENTURY: Granada Hills Wants to Sell Accounts Receivables
NAVIGATOR GAS: Case Summary & 4 Largest Unsecured Creditors
NEXGEN VISION: Must Raise Sufficient Cash Flow to Continue Ops.

OWENS CORNING: Selling Atlanta Plant to Alcoa for $5.5 Million
OWENS-ILLINOIS: Fourth Quarter 2002 Net Loss Reaches $460 Mill.
PANTRY INC: Annual Shareholders' Meeting Slated for March 25
PEGASUS COMMS: S&P Chops Rating to CCC+ over Liquidity Concerns
PLANET POLYMER: H.M. Busby to Replace Richard C. Bernier as CEO

POLAROID: Wants Plan Filing Exclusivity Extended to March 20
POWER EXPLORATION: Killma Murrell Expresses Going Concern Doubt
PREMCOR INC: Prices $525-Million Senior Notes Offering at Par
REGUS BUSINESS: US Trustee Appoints 7-Member Creditor Committee
RHYTHMS NET.: Obtains Open-Ended Solicitation Period Extension

RMF COMMERCIAL: Fitch Keeps Watch on BB-/CCC Note Class Ratings
SEITEL INC: Noteholders Extend Standstill Pact Until Tomorrow
SEVEN SEAS: Trustee Signs-Up Andrews & Kurth as Special Counsel
SPECIAL METALS: Reports Price Increase for Nickel-Alloy Products
SPECTRASITE HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan

THERMA-TRU: S&P Assigns BB- Corporate Credit & Bank Loan Ratings
TIDEL TECHNOLOGIES: Fails to Satisfy Nasdaq Listing Guidelines
TRUMP HOTELS: Will Publish Q4 and Year-End Results Tomorrow
UNITED AIRLINES: Court Approves Vedder Price as Special Counsel
U.S. MINERAL: Plan Filing Exclusivity Extended Until Monday

U.S. STEEL CORP: Fourth Quarter Results Show Marked Improvement
USDATA CORP: Completes $1.5-Million Equity Financing Arrangement
WASTE SYSTEMS: Court Delays Entry of Final Decree Until June 16
WHEELING-PITTSBURGH: Wants Reclamation Claims' Priority Nixed
WHEREHOUSE: Wants Schedule Filing Deadline Moved to April 21

WORLDCOM INC: Wants to Pull Plug on Metromedia Fiber Optic Deals
XEROX CORP: Reports Strong Fourth Quarter 2002 Earnings Results
XM SATELLITE: Closes $475 Million Financing Transactions

* DebtTraders' Real-Time Bond Pricing

                          *********

21ST CENTURY HOLDING: Says Has No Planned Secondary Offering
------------------------------------------------------------
21st Century Holding Company (Nasdaq:TCHC), a vertically
integrated financial services holding company, has no planned
secondary or private placement offering to raise capital.

President & CEO of 21st Century, Edward J. Lawson, stated that
the Company has no plans to raise $5 million from any secondary
or private placement offering which might dilute the existing
shareholder base as reported in the Miami Herald Monday.

Mr. Lawson said: "21st Century Holding Company has enough
capital from continuing operations to fund our growth plans and
I hope this clarifies any misconceptions in the market. We're
looking forward to a strong and profitable year."

21st Century Holding Company manages its insurance underwriting,
distribution and claims process through its subsidiaries.

     --  The Company's wholly owned subsidiaries, Federated
National Insurance Company and American Vehicle Insurance
Company, underwrite standard and non-standard personal
automobile insurance in the state of Florida. Federated National
also has authority to underwrite flood insurance, mobile home
insurance, and homeowners property and casualty insurance in the
state of Florida.

     --  The Company's wholly owned managing general agent,
Assurance Managing General Agents, Inc., has underwriting
authority for Federated National, American Vehicle, and third-
party insurance companies.

     --  The Company's wholly owned claims adjusting company,
Superior Adjusting, Inc., processes claims made by the insureds
of Federated National, American Vehicle, and third party
insurance companies which contract with Superior.

     --  Federated Premium Finance, Inc., another wholly owned
subsidiary, offers premium financing to insureds of Federated
National and American Vehicle, as well as to third party
insureds.

     --  Express Tax Service, Inc., an 80% owned subsidiary,
licenses its tax preparation software products to retail tax
preparers nationwide.

     --  EXPRESSTAX(R) Franchise Corporation, a wholly owned
franchiser subsidiary of Express Tax Service, Inc., offers
franchise opportunities to individuals to own and operate their
own business under the name and support of EXPRESSTAX(R).

     --  The Company offers other ancillary services including
electronic income tax filing, tax preparation and tag & title
transfer services through Federated Agency Group, Inc., also a
wholly owned subsidiary.

     --  Fed USA, Inc., a wholly owned franchiser company,
offers single and master franchise opportunities to individuals
to own and operate their own business under the name and support
of Fed USA Insurance/Financial Services.

As reported in Troubled Company Reporter's December 27, 2002
edition, 21st Century Holding Company said that AM Best
reaffirmed ratings for Federated National Insurance Company
("B" rated) and American Vehicle Insurance Company ("B+" rated)
and changing their outlook from negative to stable.


ADELPHIA BUSINESS: Court Approves Sale of Closed-Market Assets
--------------------------------------------------------------
Adelphia Business Solutions (Pink Sheets: ABIZQ) received
Bankruptcy Court approval for the sale of assets from certain of
its previously closed markets as part of its on-going
restructuring efforts under Chapter 11 of the U.S. Bankruptcy
Code. The sale of nine closed markets to Gateway Columbus, LLC,
for gross proceeds of approximately $10.7 million is expected to
close this month and will be an additional source of funding to
assist in the finalization of the Company's restructuring
efforts.

Combined with its strong current cash position and improved
financial results from its continuing operations that are
currently generating positive free cash flow, ABS believes it
has sufficient resources to facilitate consummation of a
reorganization plan transaction during mid-2003. The Company is
currently in advanced negotiations with its creditor committees
regarding the details.

"We've had great support from our creditors in bringing ABS
forward to profitability, and we look forward to working with
them as we explore our strategic alternatives towards the final
steps to emergence from bankruptcy," said Bob Guth, president
and CEO of Adelphia Business Solutions.

During the past nine months, as part of its reorganization
process, ABS focused its service provisioning capabilities on
higher margin, "on-net" customers. The result has been an
increase in gross margins from operations of approximately 40%
in early 2002 to over 55% currently. Furthermore, overhead and
capital cost reductions during that same period have enabled ABS
to turn free cash flow positive, pro forma for the closure or
sale of discontinued markets.

"Our ongoing operations in 35 markets are solidly profitable,"
said Guth. "Our core customer relationships and superior
infrastructure provide us a stable operating base, therefore, we
are very optimistic about the Company's prospects for emergence
from Chapter 11 and remain fully committed to our customers,
employees, and stakeholders."

Founded in 1991, ABS provides integrated communications services
in 35 markets including local and long distance voice services,
high-speed data, and Internet services. For more information on
ABS, please visit the Company's Web site at
http://www.adelphia-abs.com


ADELPHIA BUSI.: Detroit Market Asset Sale Hearing Set for Feb. 6
----------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
propose to implement these bidding procedures for the Detroit
Market assets:

1. To be a qualified bid, any initial overbid must exceed the
   sum of:

   -- the Purchase Price; plus

   -- 4% of the Purchase Price as the "Minimum Overbid Amount".

2. Bidding increments at the auction should be not less than
   $25,000 in excess of the last submitted, highest qualified
   bid for the Sale Assets.

3. The Auction will be conducted on these terms and conditions:

   A. Initial bids for the Sale Assets must:

      -- be in writing;

      -- at a minimum, exceed the sum of the Purchase Price plus
         the Minimum Overbid Amount;

      -- be received no later than 5:00 p.m. (EST) on
         January 28, 2003 by:

         attorneys for the Debtors
         Weil, Gotshal & Manges LLP
         767 Fifth Avenue, New York, New York 10153
         Attn: Judy G. Z. Liu, Esq.;

         the attorneys for the Debtors' postpetition lender
         Jenkens & Gilchrist Parker Chapin, LLP
         Chrysler Building, 405 Lexington Ave., New York 10174
         Attn: Hollace T. Cohen, Esq. and Jennifer Saffer, Esq.;

         attorneys for the committee of unsecured creditors
         Kramer Levin Naftalis & Frankel
         919 Third Avenue, New York, New York 10022
         Attn: Mitchell A. Seider, Esq.;

         and

         attorneys for ad hoc committee of 12-1/4% bondholders
         Akin, Gump, Strauss, Hauer & Feld, LLP
         590 Madison Avenue, New York, New York 10022
         Attn: Ira S. Dizengoff, Esq. & Philip C. Dublin, Esq.

   B. Parties that do not submit written bids by the Bid
      Deadline reflecting at least the Minimum Bid will not be
      permitted to participate at the Auction.  Bids must be
      accompanied by an earnest money deposit equal to the
      Aggregate Burn Amount, the Earnest Money Deposit, and the
      Minimum Overbid Amount;

   C. The Debtors will only entertain bids that are on the same
      terms and conditions as those terms set forth in the
      Agreement;

   D. All bids must constitute a good faith, bona fide offer to
      purchase the Sale Assets for cash only, and will not be
      conditioned on obtaining financing and the outcome of due
      diligence by the bidder;

   E. All bids are irrevocable until the earlier to occur of:

      -- the Closing, or

      -- 30 days following the last date of the Auction;

   F. As a condition to making a competing bid, any competing
      bidder must provide the Debtors, on or before the Bid
      Deadline, with sufficient and adequate information to
      demonstrate, to the satisfaction of the Debtors, that the
      competing bidder:

      -- has the financial wherewithal and ability to consummate
         the Sale Transaction, and

      -- can provide all non-debtor contracting parties to the
         Assumed Contracts with adequate assurance of future
         performance as contemplated by Section 365 of the
         Bankruptcy Code;

   G. The Debtors will, after the Bid Deadline and prior to the
      Auction, evaluate all bids received, including Global
      Vision's bid, and determine which bid reflects the highest
      or best offer for the Sale Assets.  The Debtors will
      announce this determination at the outset of the Auction;

   H. Except as otherwise provided in a written offer that has
      been accepted by the Debtors, subject to satisfaction or
      waiver of the conditions to Closing set forth in the
      Agreement, the Closing will take place at the offices of
      Weil Gotshal & Manges LLP, promptly following entry of a
      Court order, authorizing the sale of the assets related to
      the Detroit Market to the Successful Bidder;

   I. The purchase price less the Bid Deposit Amount will be
      paid by the Successful Bidder by wire transfer at Closing.
      If for any reason the Successful Bidder fails to
      consummate the Sale Transaction, the offeror of the second
      highest or best bid at the Auction for the Sale Assets
      will automatically be deemed to have submitted the highest
      or best bid.  To the extent the offeror and the Debtors
      consent, the Debtors and the offeror are authorized to
      effect the Sale Transaction as soon as is commercially
      reasonable without further Court order;

   J. All bids for the purchase of the Sale Assets will be
      subject to Court approval;

   K. The Debtors, in their sole discretion, may reject any bid
      not in conformity with these Bidding Procedures, the
      requirements of the Bankruptcy Code, the Bankruptcy Rules,
      or the Local Bankruptcy Rules of the Court, or contrary to
      the best interests of their estates and parties-in-
      interest;

   L. No bids will be considered by the Court unless a party
      submitted a competing bid in accordance with the Bidding
      Procedures and participated in the Auction;

   M. The Debtors reserve the right to change the location of
      the Auction and adjourn the Auction by announcing
      adjournment at the Auction; and

   N. Any sale will be subject to the Senior DIP Lender's
      consent.  The Senior DIP Lender reserves all of its rights
      with respect to any sale, including its right not to
      consent to any sale, to condition the consent, and object
      to any sale and ay other terms and conditions as may be
      announced by the Debtors at the outset of the Auction;
      provided, however, that the terms and conditions are not
      inconsistent with the terms of the Motion and Procedures
      Order.

                        *     *     *

Judge Gerber approves the bidding procedures governing the sale
of the Detroit Market assets and authorizes the Debtors to
conduct the auction at the offices of Weil Gotshal & Manges LLP,
767 Fifth Ave. in New York on February 5, 2003 at 10:00 a.m.
(EST).  The sale hearing will be conducted on February 6, 2003
at 9:45 a.m. (Adelphia Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Moving Corporate Headquarters to Denver
-------------------------------------------------------
Adelphia Communications Corporation's (OTC: ADELQ) Board of
Directors authorized the relocation of its corporate
headquarters to Denver, Colorado while maintaining a significant
portion of its operations in Coudersport, PA.

Many Adelphia operational groups will remain in Coudersport,
including: Advanced Products Customer Care Center, National
Inbound Sales Center, Outbound Calling Services, Internet
Protocol Data Center, Facilities Management and certain
Information Technologies, Legal and Regulatory Activities, Human
Resources, Engineering, Accounting and Finance operations. While
senior management positions are expected to relocate to Denver,
the vast majority of positions will remain in Coudersport.

Adelphia issued the following statement about the relocation
decision:

    "Moving our corporate headquarters to the Denver area is
essential to the rebuilding of Adelphia into a successful and
profitable cable company for a number of reasons.  Denver is a
leading center of the cable industry, and the relocation will
help Adelphia attract and retain the best management team in
the cable industry from Denver's excellent pool of experienced
cable executives as well as from across the nation.  In
addition, the move to a major transportation hub will make it
easier for Adelphia's senior managers to travel to and from our
eight regional operational centers, including our largest market
in Southern California.

    "The relocation will not affect the vast majority of the
1,400 Adelphia employees currently based in Coudersport who are
working diligently to support our ability to provide quality
service to our customers.  Coudersport is a great, low-cost
location and home to a terrific, dedicated workforce, and we
expect to maintain a significant portion of the Company's
operations here -- as it has been for more than 50 years.

    "Adelphia's commitment to Coudersport is being further
demonstrated by its recent effort to recruit up to 70 new full-
time employees for customer care and sales positions at the
Company's Advanced Products Customer Care center located in
Coudersport.

    "The Board also would like to acknowledge the support of the
Commonwealth of Pennsylvania, which recently expanded the
Keystone Opportunity Zone program to certain sub-zones in
Coudersport.

    "The move is not expected to impact Adelphia's major
operational centers and more than 1,700 employees in Western New
York.

    "Adelphia's new Denver headquarters will be home to an
estimated 150 employees, including current Adelphia executives
who are expected to relocate there as well as new hires.
Assuming we receive the necessary approvals, we expect to
complete the move by mid-year.

    "We look forward to the enhanced efficiencies and new
opportunities that will result from establishing a new corporate
headquarters in Denver to complement our significant operations
in Western New York and Northern Pennsylvania."

The relocation decision is contingent upon certain approvals and
consents as well as the Bankruptcy Court for the Southern
District of New York's approval of Adelphia's employment
agreements with William T. Schleyer and Ron Cooper, who were
named recently as Chairman of the Adelphia Board of Directors
and Chief Executive Officer, and President and Chief Operating
Officer, respectively.  The employment agreements were submitted
to the Court on January 21.

Approximately 1,400 of Adelphia's 14,000 employees are based in
Coudersport, PA.

Adelphia Communications Corporation is the fifth-largest cable
television company in the country.  It serves 3,500 communities
in 32 states and Puerto Rico.  It offers analog and digital
cable services, high-speed Internet access (Adelphia Power
Link), and other advanced services.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 44 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADELPHIA: Gets Nod to Consent to Niagara DIP Financing Terms
------------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
recounts that Niagara Frontier Hockey, L.P. have recently filed
for Chapter 11 protection because of certain liquidity issues
and the need to obtain bankruptcy court approval for the
contemplated sale of certain assets.  Niagara has stated that it
has an immediate need for postpetition financing on an interim
basis to meet its daily working capital, capital expenditure and
other corporate needs.  A key component to secure Niagara's DIP
facility is for Adelphia Communications, and its debtor-
affiliates to agree to consent to certain terms of the
postpetition financing.

Thus, the ACOM Debtors seek the Court's authority to consent to
certain terms of the postpetition financing facility between
Ableco Finance LLC, as agent for itself and other lenders, and
Niagara.

Specifically, in the Niagara Bankruptcy Court, Mr. Abrams
relates that Niagara is seeking approval of the DIP Facility
pursuant to which the senior liens and claims of the ACOM
Debtors against the property and estates of Niagara would be
subordinated to the liens and claims proposed to be granted to
the DIP Lender.  In addition, the ACOM Debtors have agreed to
not support any attempt to move the Franchise from Buffalo, New
York, unless pursuant to the terms of the relocation all
obligations of Niagara to the DIP Lender under the DIP Facility
have been paid in full and the DIP Lender's commitment has been
terminated.  The ACOM Debtors have also agreed to seek this
Court's authority to submit to the exclusive jurisdiction of the
Niagara Bankruptcy Court, and to consent to be bound by the
determinations of the Niagara Bankruptcy Court, or any court
deciding appeals, if any, from the determinations of the Niagara
Bankruptcy Court, in all matters related to, or arising under or
in connection with, the sale process; provided, however, that
the authorization will be subject to the condition that there
has been no objection by Niagara, Ableco or any other party-in-
interest in Niagara's cases to the standing of either the
Debtors or any other parties-in-interest in these cases.

As adequate protection for the priming of the liens of the
Debtors and for the use of the cash collateral, Niagara has
proposed that the Debtors receive these forms of adequate
protection from Niagara and Guarantors:

  -- a super priority claim as contemplated by Section 507(b) of
     the Bankruptcy Code immediately junior to the claims under
     Section 364(c)(1) of the Bankruptcy Code held by the DIP
     Lender, subject to the Carve-Out; and

  -- replacement liens on the assets of Niagara and the
     Guarantors to be encumbered in favor of the Primed Parties,
     which liens will have a priority immediately junior to the
     priming and other liens to be granted in favor of the DIP
     Lender, subject to the Carve-Out.

So long as there are any Loans or letters of credit outstanding,
or the commitments of the Lenders are in effect, the Primed
Parties will not be permitted to take any action in the
Bankruptcy Court or otherwise related to the enforcement of the
Adequate Protection Liens or the Primed Liens.

The other significant terms and conditions of the DIP Facility
Agreement are:

  A. Borrower: Niagara, as debtor and debtor-in-possession;

  B. Guarantors: Crossroads Arena LLC, Buffalo Sabres Concession
     LLC and each other subsidiary of Niagara, as may be
     requested by the DIP Lender;

  C. Lenders: Ableco Finance LLC and certain affiliates
     designated by Ableco and one or more other lenders selected
     by Ableco;

  D. Financing Facility: A $25,000,000 credit facility
     consisting of:

     -- after the entry of the Interim Order and prior to the
        entry of the Final Order, a revolving credit facility in
        an aggregate amount at any time outstanding not to
        exceed $10,000,000; and

     -- on and after the date of the Final Order, a revolving
        credit facility in an aggregate amount at any time
        outstanding not to exceed $25,000,000, subject to the
        satisfaction of the various conditions precedent;

  E. Term: All loans are to be repaid in full at the earliest
     of:

     -- the date which is one year following the date of entry
        of the Interim Order,

     -- the substantial consummation of a plan of
        reorganization,

     -- the date on which the sale of all or substantially all
        of the assets of the Niagara Debtors is consummated
        under Section 363 of the Bankruptcy Code,

     -- the date which is 30 days after the date of entry of the
        Interim Order if the Final Order has not been entered on
        or prior to the date, and

     -- any earlier date on which all loans become due and
        payable in accordance with the terms of the DIP Facility
        Agreement;

  F. Collateral: All obligations of the Niagara Debtors to
     Ableco will be:

     -- entitled to super-priority administrative expense claim
        status pursuant to Section 364(c)(1) of the Bankruptcy
        Code, subject only to the Carve-Out Expenses, and

     -- secured pursuant to Sections 364(c)(2), (c)(3) and (d)
        by a security interest in and lien on all now owned or
        hereafter acquired assets and property of the estates,
        real and personal, tangible or intangible, of the
        Niagara Debtors, including all accounts receivable,
        property, plant and equipment, real estate, intellectual
        property and all of the stock of each subsidiary of the
        Niagara Debtors, provided that:

        a. the lien of Ableco on the 99% membership interest in
           Buffalo Sabres owned by Niagara will be subject to
           the Relocation Lien, and

        b. any property or assets owned by Niagara or Arena that
           directly relate to the operations of Buffalo Sabres
           and that are subject to a perfected security interest
           in Fleet National Bank's favor, pursuant to the
           Security Agreement, as of May 10, 1995 to secure
           repayment of the Concession Loan, will be subject to
           Fleet's lien securing the Concession Loan.

        The liens in Ableco's favor will "prime" any liens in
        ACOM's favor or any of its affiliates on the assets of
        the Niagara Debtors.  Subject to the liens of Fleet, the
        security interests in and liens on all assets and
        property of the estates of the Niagara Debtors other
        than Buffalo Sabres granted to Ableco will be first
        priority, not subject to subordination, and subject only
        to the Carve-Out Expenses and certain other liens agreed
        to by Ableco;

  G. Use of Proceeds: To fund working capital in the ordinary
     course of business of the Niagara Debtors;

  H. Conditions Precedent: On the Closing Date and the funding
     date of each loan, among other conditions precedent that
     must be satisfied, Ableco is to have received:

     -- written confirmation from the Debtors and each of its
        affiliates that is a secured creditor or owner of
        Niagara, in its capacity as a Primed Party, creditor to
        or owner of the Niagara Debtors, that neither the
        Debtors nor any Affiliate will seek or support any
        relocation of the Franchise unless pursuant to the terms
        of the relocation all obligations of Niagara to Ableco
        under the DIP Facility will have been paid in full and
        the commitment terminated; and

     -- the written consent of the Debtors or any Affiliate
        entities required by Ableco to the granting of
        superpriority administrative expense claim status and
        priming liens in favor of Ableco;

  I. Events of Default: The loan documentation will contain
     events of default customarily found in similar debtor-in-
     possession financings and other events of default deemed by
     Ableco to be appropriate; and

  J. Governing Law: New York, except as governed by the
     Bankruptcy Code.

Mr. Abrams points out that by agreeing to the Subordination
Consent, the Debtors have secured certain adequate protection
concessions from Niagara and the DIP Lender, including:

  -- a superpriority claim immediately junior to the claims of
     the DIP Lender under the DIP Facility; and

  -- replacement liens on the assets of Niagara, which will have
     a priority immediately junior to the priming and other
     liens to be granted in favor of the DIP Lender under the
     DIP Facility.

Absent the DIP Facility, Mr. Abrams explains that Niagara would
not have continued access to available working capital, to pay
salaries and other operating expenses.  Consequently, the value
in the Franchise and Niagara would be lost.  Significantly, the
DIP Lender has indicated that it will not fund any postpetition
credit facility unless the Debtors agree to subordinate their
secured liens and claims to those granted to the DIP Lender
under the proposed DIP Facility Agreement.  As a condition to
the DIP Facility Agreement, certain of the Debtors and the DIP
Lender will enter into an agreement confirming the Debtors'
agreement to:

  -- subordinate their liens and claims up to $25,000,000 to the
     liens and claims of the DIP Lender to be granted under the
     DIP Facility Agreement and the proposed financing order;

  -- not support any attempt to move the Franchise from Buffalo,
     New York unless all obligations of Niagara to the DIP
     Lender under the DIP Facility have been paid in full and
     the DIP Lender's commitment has been terminated; and

  -- submit to the exclusive jurisdiction of the Niagara
     Bankruptcy Court, and to consent to be bound by the
     determinations of the Niagara Bankruptcy Court, or any
     court deciding appeals.

                           *     *     *

After due deliberation, Judge Gerber authorizes the Debtors to:

  -- consent and permit the "priming" of, certain liens,
     security interests, and claims that the Debtors hold on,
     in, or against the Niagara Debtors to the liens and claims
     to be granted the DIP Lender under the DIP Facility and any
     orders of the Niagara Bankruptcy Court approving the DIP
     Facility,

  -- agree to not support any attempt to move the Franchise from
     Buffalo, New York unless pursuant to the terms of
     relocation, all obligations of the Niagara Debtors to the
     DIP Lender under the DIP Facility have been paid in full
     and the DIP Lender's commitment has been terminated, and

  -- execute the Subordination Consent; (Adelphia Bankruptcy
     News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)


AES CORP: Fitch Assigns BB Rating to New Sr. Secured Financing
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to The AES Corp.'s
recently completed secured debt refinancing comprised of a
multi-tranche $1.62 billion senior secured credit facility and
$258 million of secured notes. Fitch has also affirmed the
existing ratings of AES and those of its subsidiaries, IPALCO
Enterprises and Indianapolis Power and Light. AES, IPALCO, and
IP&L's ratings are removed from Rating Watch Negative. The
Rating Outlook is Negative. CILCORP and Central Illinois Light
Company's ratings remain on Rating Watch Evolving pending
completion of their committed sale to Ameren Corporation. The
CILCORP sale is now awaiting final SEC approval.

The newly assigned rating of AES's secured debt reflects the
strong asset coverage, net of AES subsidiaries' individual
debts, afforded by the security package and the stringent terms
and conditions that govern the bank credit agreement and secured
notes indenture. The ratings of the various secured debt
instruments do not differentiate among the various tranches that
enjoy varying baskets of collateral since in Fitch's view all
have reasonably strong recovery prospects. All secured
debtholders benefit from a fixed amortization schedule that
requires AES to pay down 50% of the secured credit facility and
40% of the secured notes by November 2004. They are also
advantaged by a cash sweep mechanism that requires AES to use a
significant portion of proceeds from asset sales to pay down the
secured debt. Fitch projects a breakeven liquidity scenario in
which AES meets the fixed amortization schedule with proceeds
from the CILCORP sale, a slightly reduced forecast of parent
operating cash flow relative to that of 2002, and a much reduced
capital investment schedule. Any additional funding, either via
asset sales or access to capital markets, would improve AES's
liquidity position and allow the company to pay down debt and
strengthen its balance sheet.

AES' affirmed ratings already reflect the effective
subordination of AES' senior unsecured debt and the explicit
subordination of more junior debt and preferred classes as a
result of the creation of a secured debt category. The ratings
also consider the relatively thin residual asset coverage,
afforded to the existing unsecured and subordinate debt classes
after the expected repayment of the senior secured debt. The
ratings are also influenced by the current high degree of debt
leverage, as indicated by the ratio of Parent Debt to POCF ratio
expected to be in the 7.5-8.0 times range and POCF to Parent-
Interest ratio around 1.5x.

The Negative Outlook takes into consideration the continuing
uncertainties AES faces. The company still encounters a
difficult business environment in its key geographic regions
such as the US, UK and Latin America. Fitch's current forecasts
do not anticipate that AES will receive much of any contribution
of POCF in the next two years from Brazil, Venezuela, and the
UK. AES must manage it's portfolio of businesses in these as
well as other regions for optimal operations as well as to
ensure its compliance with its corporate debt covenants.
Furthermore, AES' ability to pay down debt beyond the required
debt maturities and improve its credit metrics will depend on
the timing and execution of its asset sale program. In addition,
if AES is able to issue equity or equity-related instruments, it
will be relieved from the pressure to sell assets and preserve
future cash flow foregone from asset sales. Barring any further
unforeseen deterioration in AES businesses worldwide, the
company's credit metrics could stabilize and see potential for
slight improvement in late 2003 or early 2004.

The following ratings are affirmed and removed from Rating Watch
Negative:

                              AES

     -- Senior secured credit facility 'BB';

     -- Senior secured notes 'BB';

     -- Senior unsecured debt 'B';

     -- Senior and junior subordinated debt 'B-';

     -- Trust preferred convertibles (AES Trust III and AES
        Trust VII) 'CCC+';

     -- Senior unsecured bank facility withdrawn;

     -- Rating Outlook Negative.

    IPALCO

     -- Senior unsecured debt 'BB';

     -- Rating Outlook Negative.

                             IP&L

     -- First mortgage bonds and secured pollution control
        revenue bonds 'BBB-';

     -- Senior unsecured debt 'BB+';

     -- Preferred stock 'BB+';

     -- Rating Outlook Negative.

The following ratings remain on Rating Watch Evolving:

                         CILCORP

     -- Senior unsecured debt 'BBB-';

     -- Rating Watch Evolving pending consummation of sale of
        CILCORP to Ameren.

                         CILCO

     -- First mortgage bonds and secured pollution control
        revenue bonds 'BBB';

     -- Senior unsecured debt 'BBB-';

     -- Preferred stock 'BBB-';

     -- Commercial paper 'F2';

     -- Rating Watch Evolving.

The AES Corp., founded in 1981, is among the world's largest
power developers. It generates and distributes electricity and
is also a retail marketer of heat and electricity. AES owns or
has an interest in 182 plants, with more than 63,000 megawatts,
in 31 countries and also distributes electricity in 11 countries
through 21 distribution companies.

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 46 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AIR CANADA: Selling 35% Equity Stake in Aeroplan to Onex Corp.
--------------------------------------------------------------
Air Canada and Onex Corporation entered into an agreement under
which Onex will pay Air Canada approximately $245 million for an
investment in Aeroplan, a wholly owned subsidiary of Air Canada.
Onex will acquire a 35% equity interest in Aeroplan and Air
Canada will hold 65%. As part of the transaction, Air Canada
will hold a $200 million note payable by Aeroplan and Onex will
hold a $52.5 million note from Aeroplan. For Air Canada, the
transaction values Aeroplan and its related commercial
agreements at $900 million. This value could increase to $1.2
billion based on certain performance and other earn-outs. The
transaction, involving a private equity investor in a frequent
flyer program, represents a first in the airline industry. Air
Canada will record a significant accounting gain on its
completion.

"We are very excited at the prospect of working in partnership
with Onex on Aeroplan, particularly in view of their proven
track record of working with large corporations to transform
internal divisions into independent global business leaders to
increase profitability and build shareholder value," said
Robert Milton, President and CEO of Air Canada. "Air Canada's
distinct ability among worldwide carriers to sell an equity
interest in one of its subsidiaries during this difficult period
for the airline industry confirms the value of the Air Canada
franchise," he added.

"We view Aeroplan as a gem within Air Canada," commented Gerald
W. Schwartz, Onex CEO. "We are pleased to have the opportunity
to work with the airline to build Aeroplan into a global leader
in the growing loyalty industry," he added, "and to achieve the
kind of success, for all stakeholders, that we have experienced
with Sky Chefs and Celestica."

"The sale of an interest in Aeroplan is a milestone in Air
Canada's strategy of illuminating the value of its core assets
through spin-offs and positions us favourably as we continue to
seek other liquidity enhancing opportunities," said Calin
Rovinescu, Executive Vice President, Corporate Development and
Strategy of Air Canada and Chairman of Aeroplan.

Under the terms of the agreement, proceeds to Air Canada could
increase from $245 million to $350 million if the full earn-out
amounts are achieved. Such value increase would be payable in
cash or achieved through a dilution of Onex' interest, after
approximately two years. Onex will have representation on
Aeroplan's Board and approval rights over fundamental Aeroplan
decisions.

The transaction is subject to due diligence, completion of final
documentation and certain other closing conditions, including
the creation of security and assurances regarding certain
Aeroplan cash flows and the absence of any material adverse
change. It is expected to close at the end of the first quarter.

"[Mon]day's announcement is great news for our more than six
million Aeroplan members, our employees and our partners.
Together with Onex, we intend to enhance the value of Aeroplan
to its members. We are presently working on opportunities for
members to earn Aeroplan Miles across new categories of their
everyday spending and use their miles for great new products
such as Air Canada Vacations packages, Avis car rentals, Delta
Hotel stays and golf, skiing and entertainment packages." said
Rupert Duchesne, Aeroplan President and CEO.

Since its inception in 1984, Aeroplan has become Canada's
premier loyalty program with over six million members and a
significant income generator for Air Canada. In January 2002,
Aeroplan became a wholly-owned subsidiary of Air Canada. In
2002, Aeroplan generated cash revenue in excess of $600 million,
of which less than forty percent represented billings to Air
Canada. Approximately 1.4 million round-trips were redeemed for
travel on Air Canada and its worldwide Star Alliance partner
airlines in the past year.

Aeroplan has more than 90 partnerships with airline, hotel, car
rental, financial, telecommunication, retail, services and
entertainment partners. It has a long-standing business
relationship with CIBC, Canada's leading credit card issuer and
owner of Canada's premier gold credit card, the CIBC Aerogold
VISA card, which allows cardholders to earn one Aeroplan Mile
for every one dollar spent. Aeroplan also has a long-term
partnership with Diners Club Canada, the only travel and
entertainment card to offer Aeroplan Miles.

In May 2002, Aeroplan won the distinction of being the world's
Best Frequent Flyer Program at the prestigious OAG (Official
Airline Guide) Airline of the Year Awards.

Onex Corporation is one of Canada's largest companies with
global operations in service, manufacturing and technology
industries.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 54 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


AIRTRAN AIRWAYS: Reports Improved Operating Results for Q4 2002
---------------------------------------------------------------
AirTran Holdings, Inc., (NYSE:AAI), the parent company of
AirTran Airways, Inc., reported net income for the fourth
quarter 2002 of $7.5 million versus a loss of $14.2 million in
the year earlier period.

Fourth-quarter results of 2001 were reduced by $1.3 million
representing an adjustment to amounts received under a
government grant program. There were no special adjustments in
the fourth quarter of 2002.

Net income for the full-year 2002 was $10.7 million compared to
a profit of $21.7 million for 2001 before non-recurring
adjustments.

The full-year 2002 results included a credit of $0.6 million
representing the final adjustment to the government grant
program. During 2001 the Company recorded net pre-tax
adjustments of $23.9 million and an after-tax adjustment of $0.7
million, resulting in a reported net loss for 2001 of $2.8
million.

"Once again, we are pleased to report another quarter of
earnings, the third consecutive quarter of profitability this
year," said Joe Leonard, chairman and chief executive officer.
"On behalf of every member of the AirTran Airways team, I would
like to thank our customers for their support. We appreciate
your business and look forward to serving you again throughout
2003."

During the fourth quarter, capacity increased 39.3% year over
year as AirTran Airways continued to add new fuel efficient
Boeing 717 aircraft. Traffic increased 44.6% resulting in a 2.4
percentage point increase in load factor. Passenger yield
increased 2.3% to 13.2 cents resulting in a 6.3% increase in
year over year unit revenue to 8.8 cents.

Total revenue for 2002 increased 10.3% to $733.4 million
compared to $665.2 million in 2001. Revenue passengers increased
to 9.7 million or 16.3% on a year over year basis. Capacity
increased 26.3% in 2002 driven by an increase of 5 aircraft, net
of retirements, while traffic increased 23.9% resulting in a
load factor of 67.6%.

Robert L. Fornaro, president and chief operating officer
remarked: "Our operating performance steadily improved
throughout the year as we added new 717s. In addition, our
employees continued to deliver the caring customer service that
distinguishes AirTran Airways from the other airlines. Great
service and low fares will keep our customers coming back."

Fourth quarter operating cost per available seat mile improved
by 4.8% to 8.4 cents compared to 8.8 cents in the fourth quarter
of 2001. For the full year, unit costs improved 8.8% to 8.5
cents.

Stan Gadek, senior vice president of finance and chief financial
officer said: "AirTran Airways' continued improvement in unit
costs reflects the outstanding economic performance of the
Boeing 717. In addition, AirTran Airways' Crew Members also
contributed to the cost reductions by controlling expenses and
achieving high levels of productivity. Our fourth quarter
financial performance was truly a team effort."

Highlights of the airline's accomplishments in 2002 include:

     --  Successfully launched service to new destinations,
         including Kansas City, Milwaukee, Rochester, West Palm
         Beach and Wichita, resulting in a total of 40
         destinations and 400 flights each day

     --  Launched AirTran JetConnect, a new regional jet service
         operated by Air Wisconsin

     --  In partnership with Juniper Bank of Wilmington, Del.,
         debuted reward-earning Visa credit card

     --  Broke ground with Atlanta Mayor Shirley Franklin and
         members of the Atlanta City Council on a $14.5 million,
         56,700 square-foot hangar at Hartsfield Atlanta
         International Airport

     --  Served 9.7 million passengers in 2002 and 2.5 million
         in the fourth quarter - an all-time Company record for
         both periods

     --  Took delivery of the 50th Boeing 717 aircraft and
         secured financing for 23 additional deliveries in 2003

     --  Reached milestone of 56% of all bookings transacted via
         the Internet

     --  Upgraded features on airtran.com including seat
         assignments on select fares and, through Expedia's
         Worldwide Travel Exchange, the ability to book hotel
         rooms

     --  Named "Airline of the Year" by the Southeast Chapter of
         the American Society of Travel Agents for the fourth
         consecutive year

     --  Named "Best Low Fare Airline" for a third time by
         Entrepreneur magazine

     --  Forged a strategic partnership with The Coca-Cola
         Company and became the first airline to offer Vanilla
         Coke(R) and Dasani(R) Water onboard

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B'-minus corporate credit ratings on
AirTran Holdings Inc., and subsidiary AirTran Airways Inc., and
removed all ratings from CreditWatch, citing the airline's
relatively good operating performance amid difficult industry
conditions. The ratings were placed on CreditWatch on
September 13, 2001. Approximately $166 million of rated debt is
affected. The outlook is negative.

"Ratings have been affirmed and removed from CreditWatch due to
AirTran's relatively good operating performance, within an
industry that continues to incur massive losses," said Standard
& Poor's credit analyst Betsy Snyder.


AKAMAI TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $166MM
----------------------------------------------------------------
Akamai Technologies, Inc. (NASDAQ: AKAM), a provider of products
and services that enable the world's leading enterprises and
government agencies to extend and control their e-business
infrastructure, reported financial results for the fourth
quarter and full-year ended December 31, 2002. Revenue for the
fourth quarter 2002 was $35.4 million. Total revenue for 2002
was $145.0 million.

"We are pleased with our fourth quarter results, especially the
continuing improvement in the quality of our customer base and
revenue, our business operations, and achievement of key
financial milestones," said George Conrades, chairman and CEO of
Akamai. "Sales were led by excellent growth in our EdgeSuite
service which accounted for approximately 44% of revenue for the
fourth quarter."

Net loss, in accordance with United States generally accepted
accounting principles (U.S. GAAP), for fourth quarter 2002 was
$53.8 million, compared to a net loss for the third quarter 2002
of $47.5 million. Net loss, in accordance with U.S. GAAP, for
full-year 2002 was $202.6 million.

The Company recorded restructuring costs of $26.7 million during
the fourth quarter related to real estate consolidations and a
reduction in workforce, as compared to $6.1 million in the third
quarter. Excluding the restructuring costs, net loss for the
fourth quarter 2002 would have been $27.1 million as compared to
a loss of $41.4 million in the third quarter. The Company
believes that the reduction in net loss, excluding restructuring
costs, is the result of improvements made in the Company's
business operations.

Fourth Quarter 2002 in Review:

                             Customers

At the end of the fourth quarter of 2002, Akamai had 270
EdgeSuite customers under recurring contract, compared to 243 at
the end of the previous quarter. New EdgeSuite customers in the
fourth quarter included American Suzuki Motor Corporation, Canon
Japan, L.L.Bean, Inc., Molex Incorporated, Samsung, Sony Music
Entertainment Japan, Staples Inc., Verisign, and VERITAS, among
others. Resellers accounted for approximately 26% of fourth
quarter revenue, up from approximately 22% in the third quarter.

Akamai continues to build on the success of EdgeSuite with the
additional capabilities of EdgeComputing, enabling enterprises
to process applications on Akamai's globally distributed network
of servers and extend their e-business infrastructure anywhere
in the world - on demand, with visibility and control. "With
EdgeComputing, Akamai is breaking the application time-to-market
bottleneck, while helping customers avoid costly data center
build-outs and make the most of their in-place infrastructure,"
Conrades explained. "Just as Akamai has made the Internet
predictable, scalable, and secure for content delivery, we are
now doing the same for application processing and delivery. For
customers, this means increased revenues, competitive advantage
and better resource utilization."

The following are two examples of early customer successes:

    Logitech - Requiring the assurance of 100% response to users
    during an online promotional contest to give away 20,000
    cordless mouse and keyboard combinations, Logitech turned to
    Akamai's EdgeComputing capabilities to provide a positive
    user experience through fast performance and guaranteed
    availability during this key holiday period. Uncertain as to
    the magnitude of traffic the online promotion would create,
    making the decision to purchase more servers both costly and
    impossible to estimate, Logitech needed a solution that
    could scale on-demand, and be implemented in a short
    timeframe to meet the marketing schedule. EdgeComputing
    enabled Logitech to extend its contest application
    out across the Akamai network. The successful, five-hour
    online contest drove 72 million page views, resulting in a
    marketing victory that delivered the desired user experience
    and enhanced customer goodwill.

    Sony Ericsson - Seeking increased revenues while
    guaranteeing a strong user experience, Sony Ericsson
    implemented Akamai's EdgeComputing for the delivery of its
    dealer locator application to drive global, on-line visitors
    into brick and mortar Sony Ericsson dealers. Relying on
    Akamai as a deployment platform for not only its dealer
    locator, but many of its Internet applications, Sony
    Ericsson offloaded nearly 100% of application server
    processing, reducing its server infrastructure by 65%, and
    increasing the performance of its global dealer locator by
    over 400%. Today, Sony Ericsson is using EdgeComputing to
    achieve significant infrastructure savings, while improving
    application time-to-market and competitive differentiation
    of their core business.

                        Financials

"Our fourth quarter financial results support the decision and
actions we undertook during the period to reduce our overall
cost structure while maintaining our high level of customer
service and improving productivity. Akamai has a competitive
cost structure and a strong market position," said Robert
Cobuzzi, chief financial officer at Akamai. "We ended the
quarter with $125.2 million in cash and marketable securities,
positioning us with a strong balance sheet going into 2003."

In the fourth quarter of 2002, Akamai recorded restructuring
charges of $26.7 million related to real estate consolidations
and reduction in workforce. The reduction in workforce during
the quarter is expected to lower operating costs between $25 and
$30 million on an annual basis.

Consistent with Akamai's low capital investment requirements,
capital expenditures for the quarter, principally made in
connection with the development of internal-use software,
network deployment, facilities and information systems, were
$0.9 million, down from $7.0 million in the third quarter.
Capital expenditures were reduced by a one-time tenant
improvement payment of $1.7 million from the landlord of our
corporate headquarters.

At December 31, 2002, the Company had 114.9 million shares of
common stock outstanding. At December 31, 2002, common stock
outstanding and unexercised stock options and warrants totaled
134.1 million shares.

Akamai Technologies, Inc.'s December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $166
million.

Akamai(R) provides products and services that enable the world's
leading enterprises and government agencies to extend and
control their e-business infrastructure. Having deployed the
world's largest, globally-distributed computing platform, Akamai
ensures the highest levels of availability, reliability,
security, and performance of networked information and
application delivery between the origin and the destination of
any e-business process. Headquartered in Cambridge,
Massachusetts, with research and development centers around the
world, Akamai's industry-leading products and services, matched
with world-class customer care, are used by hundreds of
successful enterprises, government entities, and Web businesses
around the globe. For more information, visit
http://www.akamai.com


ALGOMA STEEL: Alexander Adam Retires from Board of Directors
------------------------------------------------------------
Algoma Steel Inc., (TSX:AGA) announced that Mr. Alexander Adam
has retired from the Company's Board of Directors.  Mr. Adam
also served as Algoma's President and Chief Executive Officer
from June 1996 to August 2002.

Ben Duster, Algoma's Chairman, expressed appreciation for Mr.
Adam's service to the Company and for the assistance he has
provided in the transition to a reconstituted Board and to a new
President and Chief Executive Officer.  Mr. Duster also stated
that, in the near future, the Company will announce the slate of
directors to be proposed for election by the Company's
shareholders at the Annual Meeting in May.

Algoma Steel Inc., is an integrated steel producer based in
Sault Ste. Marie, Ontario. Revenues are derived primarily from
the manufacture and sale of rolled steel products, including hot
and cold rolled sheet and plate.

Algoma Steel Inc.'s 11.00% bonds due 2009 (AGA09CAR1) are
trading at about 74 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGA09CAR1for
real-time bond pricing.


ALLMERICA FINANCIAL: Hosting Q4 Conference Call on Tuesday
----------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) will webcast its
fourth quarter earnings conference call on Tuesday, February 4th
at 10:00 a.m. Eastern Time through the Allmerica Web site at
http://www.allmerica.com

Those who would like to listen to the conference call should go
to the Web site 15 minutes prior to the start of the call to
register, download, and install any necessary audio software.

Allmerica is the holding company for a diversified group of
insurance and financial services companies headquartered in
Worcester, Mass.

                         *    *    *

As reported in Troubled Company Reporter's Tuesday Edition,
Fitch Ratings revised its Rating Watch on the insurer financial
strength ratings of First Allmerica Financial Life Insurance
Co., Allmerica Financial Life Insurance and Annuity Co., and
Allmerica Global Funding LLC's $2 billion global debt program
rating to Positive from Negative.

Fitch has also revised its Rating Watch on Allmerica Financial
Corporation's senior debt rating and Allmerica Financing Trust's
capital securities to Positive from Negative.

Fitch's actions reflect the significant increase in statutory
capitalization for AFC's life operations as a result of the
execution of several fourth quarter transactions, including the
definitive agreement to sell its interest in a $650 million
block of universal life insurance to John Hancock Life Insurance
Company, the retirement of $551 million in funding agreement
liabilities below face value through open market purchase/
tender offer and the implementation of a new guaranteed minimum
death benefit mortality reinsurance program.

          Entity/Issue Type/Action/Rating/Rating Watch

First Allmerica Financial Life Insurance Co.
     --Insurer financial strength Rating Watch - 'BB-'/Rating
       Watch - Positive

Allmerica Financial Life & Annuity Co.
     --Insurer financial strength 'BB-'/ Rating Watch Positive.

Allmerica Global Funding LLC $2 billion global note program
     --Long-term issuer rating 'BB-'/ Rating Watch Positive.

Allmerica Financial Corp.
     --Long-term issuer 'BB'/ Rating Watch Positive;
     --Senior debt rating 'BB'/ Rating Watch Positive;
     --Commercial paper rating 'B'.

Allmerica Financing Trust
     --Capital securities rating  'B+'/ Rating Watch Positive.


ALTERRA: U.S. Trustee to Convene Creditors' Meeting on Feb. 28
--------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region
III, will convene a meeting of Alterra Healthcare Corporation's
creditors on February 28, 2003, at 1:00 p.m. at the J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, in Wilmington,
Delaware. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

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


AMES DEPARTMENT: Earns Nod to Assume & Assign 2 Leases to Marden
----------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates seek the
Court's authority to assume and assign two unexpired leases to
Marden's Surplus & Salvage.  The Debtors want to assign to
Marden's the leases for Store No. 203 in Calais and Store No.
2175 in South Portland, Maine, subject to higher or better
offers for either or both of the leases.

(A) Store No. 203

    David F. Bolger, as trustee for the benefit of Lowell
    Associates, the predecessor-in-interest to the David F.
    Bolger Revocable Trust, entered into a written lease
    agreement dated July 1, 1972, as amended from time to time,
    with Tram Realty of Calais, Inc.  The Debtors succeeded Tram
    Realty's interest as tenant under the lease on December 28,
    1992.

    The current Lease term will expire on September 30, 2004,
    subject to three five-year options that, if fully exercised,
    would extend the Calais Lease Term to September 30, 2019.
    The base monthly rent for the current option period under
    the Calais Lease is $2,567.

    Mr. Bolger has not filed any proofs of claim regarding the
    Calais Lease.  The Debtors' records reflect that they owe:

        Prepetition rent, Common Area
        Maintenance charges & real estate taxes       $6,173

        Postpetition rent, CAM charges
        & real estate taxes                            5,955
                                                     -------
                      Total                          $12,128

(B) Store No. 2175

    Herbert E. Ginn and Adah P. Ginn entered into a written
    lease with Zayre Maine, Inc., dated October 13, 1972 for the
    South Portland Store.  The Debtors succeeded Zayre Maine's
    interests as tenant under the Lease.

    The current lease term will expire on November 30, 2005,
    subject to options that would extend the South Portland
    Lease Term to 2031.  The current base monthly rent under the
    South Portland Lease is $10,500.

    The Ginns have filed a proof of claim for $22,612 on account
    of prepetition CAM charges under the Lease.  The Debtors'
    records also reflect $13,485 in unpaid postpetition CAM
    charges.  All in all, the Debtors' CAM obligations total
    $36,097.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
relates that the Debtors have an agreement with Marden's, which
contemplate that:

    -- the Leases will be deemed assumed by the Debtors and
       assigned to Marden's on the date the Debtors surrender
       and deliver possession of the Calais Store and the South
       Portland Store to Marden's; and

    -- on the Closing Date, and subject only to the surrender of
       the Calais Store and the South Portland Store by the
       Debtors to Marden's, Marden's will pay $2,075,000 in
       immediately available funds to the Debtors, allocated:

       * $2,000,000 on account of the South Portland Lease; and

       * $75,000 on account of the Calais Lease.

"The Debtors have concluded that absent a higher or better
offer, the Agreement is in the best interests of their estates,"
Mr. Berger maintains.  Mr. Berger tells Judge Gerber that the
Debtors and their advisors have determined, among other things,
that Marden's offer represents the best overall written proposal
to date for the Leases.  In addition, the overall value the
Debtors will obtain -- $2,075,000 in cash -- represents a
significant recovery for the benefit of their estates.

Mr. Berger assures the Court that the Landlords to both Leases
have received notice of the proposed transaction.  The Debtors
intend to cure their outstanding obligations under each Lease
from the proceeds received under the Agreement.

                   Debtors Will Conduct Auction

To maximize the value that they will get from the Leases, the
Debtors propose to subject Marden's offer to competitive
bidding. The Debtors will utilize the standard bidding and
auction procedures established by the Court.  Mr. Berger advises
that any other offers must at least match Marden's terms.  The
Purchase Price must also exceed the Marden's bid by at least:

    * $12,500 for the Calais Lease; and

    * $110,000 for the South Portland Lease.

After the initial offers submitted by Bidders, all subsequent
bids must be in $10,000 increments with respect to the Calais
Lease and $50,000 with respect to the South Portland Lease, over
any previous bid or bids the Debtors received.

All bids will remain open and irrevocable until 11 days after
the Sale Hearing and the second best bid, as the Debtors
determined, will remain open and irrevocable until a closing on
the Transaction.  Mr. Berger explains that the second highest
bid may be accepted and consummated subject to an appropriate
Court order if the bid selected at the Auction and approved by
the Court is not consummated at the Closing.

            Debtors Will Pay Marden's 3% Break-up Fee

After substantial negotiation with Marden's and with the consent
of their Lenders, the Debtors will pay Marden's a break-up fee
equal to 3% of the consideration allocated for each of the
Leases under the Agreement from the proceeds received from the
approved transaction -- in the event a competing bidder's offer
is approved.

Each of the Leases is subject to separate bids.

Accordingly, the Debtors propose to pay a $2,250 Break-up Fee
with respect to the Calais Lease and $60,000 for the South
Portland Lease.  Mr. Berger clarifies that, in the event one of
the Leases is acquired pursuant to a higher or better offer that
is approved by the Court, Marden's would be entitled only to the
Break-up Fee attributable to that Lease.

Mr. Berger explains that the Break-up Fee is intended to
reimburse Marden's for certain of the expenses it will incur in
connection with the proposed transaction including attorneys'
fees and compensate it for the substantial time and effort it
has expended to date and will continue to expend as a stalking
horse for competing bids.

                           *     *     *

The Debtors report that no higher or better offers were received
with respect to the Calais Lease.  Accordingly, Judge Gerber
authorizes the Debtors to assume and assign the Calais Lease to
Marden's pursuant to the parties' agreement. (AMES Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ANC RENTAL: Wants to Use Lenders' Cash Collateral Until March 19
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's approval to use the cash collateral through March 19,
2003 and grant replacement liens and adequate protection.

William J. Burnett, Esq., at Blank Rome Comisky McCauley LLP, in
Wilmington, Delaware, explains that the Debtors need to use the
Cash Collateral to maintain their business operations and
continue their reorganization efforts in accordance with Chapter
11 of the Bankruptcy Code.  Moreover, the Debtors' use of Cash
Collateral in their cases has been instrumental to the
implementation of their business plan that will result in the
streamlining of their businesses and successfully emerging from
Chapter 11 as a viable company.  The failure to obtain
authorization for the continued use of Cash Collateral would
seriously undermine the Debtors' reorganization efforts and
would be disastrous to their creditors, equity holders and
employees.

Mr. Burnett informs the Court that the Debtors fund their
working capital needs through cash generated from their business
operations.  Except for certain contingent letters of credit,
the Debtors do not rely on any credit facility to meet their
regular working capital needs.  The expenses of the business
include postpetition costs relating to the maintenance of the
various vehicles used by the Debtors and the payment of rent,
taxes, utilities, salaries and wages, employee benefits and
necessary capital expenditures.  The most significant use of
Cash Collateral is for the financing and purchase of the
automobiles that are rented by the Debtors.

In the ordinary course of their business, the Debtors may, from
time to time, provide liquidity to certain of their non-debtor
foreign subsidiaries on an "as needed" basis to cover working
capital shortfalls at certain times of the year, as indicated in
the cash flow projections.  Mr. Burnett contends that these
foreign subsidiaries represent important assets of the Debtors
and are critical to the Debtors' ability to provide their
customers with complete North American as well as international
service.  The use of Cash Collateral to continue this practice,
in the ordinary course, would enable the Debtors to maintain and
preserve the substantial value that these foreign subsidiaries
bring to the Debtors.  To date, the Debtors have not used any
Cash Collateral for this purpose.

The Debtors also seek to use Cash Collateral to fund other
administrative expenses incurred during the pendency of their
Chapter 11 cases, including:

    -- professional fees and expenses allowed by the Bankruptcy
       Court pursuant to Sections 330 and 331 of the Bankruptcy
       Code;

    -- reimbursement of allowed expenses incurred by the members
       of any official committee appointed by the Office of the
       United States Trustee in the Debtors' cases;

    -- fees payable under Section 1930 of the Judiciary
       Procedures Code and related costs; and

    -- other charges incurred in administering the Debtors'
       Chapter 11 cases.

The term cash collateral will mean:

    -- all cash and other funds the Debtors have on hand or in
       any account as of the Petition Date that is subject to
       valid security interests;

    -- all cash proceed derived from the Prepetition Collateral,
       whether derived before or after the Petition Date; or

    -- to the extent of any replacement liens granted to the
       secured lenders pursuant to any previous or subsequent
       order authorizing the Debtors to use cash collateral, all
       proceeds derived from the collateral securing these
       replacement liens.

The Debtors have engaged in discussions with their Secured
Creditors and the Creditors Committee with respect to their
request and will continue to work with these parties to obtain
their consent to the Extension.  Mr. Burnett assures the Court
that the use of cash does not diminish the value of the
collateral held by the Secured Lenders.

Mr. Burnett asserts that the benefit to the Debtors, their
estate, and their creditors from the relief the Debtors seek is
self-evident.  Authorization to use the cash collateral for the
preservation of the Debtors' businesses will benefit secured
creditors, unsecured creditors and the Debtors alike. (ANC
Rental Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARCH COAL: Caps Price of 2.5MM 5% Conv. Preferred Share Offering
----------------------------------------------------------------
Arch Coal, Inc., (NYSE: ACI) entered into an underwriting
agreement to sell 2,500,000 shares of its 5% Perpetual
Cumulative Convertible Preferred Stock (liquidation preference
$50.00 per share) to a group of underwriters represented by
Merrill Lynch & Co.

The company has also granted the underwriters an over-allotment
option to purchase up to an additional 375,000 shares of the
preferred stock. The preferred stock will be issued under Arch
Coal's universal shelf registration statement. Dividends on the
preferred stock will be cumulative and will be payable quarterly
at a rate of 5% of the liquidation preference per year. Each
share of the preferred stock will be convertible, under certain
conditions, into approximately 2.3985 shares of the Company's
common stock.

The net proceeds from the offering of the preferred stock,
estimated at approximately $121.3 million, will be used to
reduce indebtedness under Arch Coal's $350 million revolving
credit facility, to repay lines of credit, and for working
capital and general corporate purposes.

A copy of the prospectus relating to the offering may be
obtained from Merrill Lynch & Co., Prospectus Department, 250
Vesey Street, New York, NY 10281.

Arch Coal is the nation's second largest coal producer with
subsidiary operations in West Virginia, Kentucky, Virginia,
Wyoming, Colorado and Utah. Through these operations, Arch Coal
provides the fuel for approximately 6% of the electricity
generated in the United States.

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's assigned its 'B+' preferred stock rating to
Arch Coal Inc.'s $150 million of perpetual cumulative
convertible preferred stock.

Standard & Poor's said that at the same time it has affirmed its
'BB+' corporate credit rating on the company. The outlook
remains stable.

St. Louis, Mo.-based Arch Coal had approximately $747 million of
debt outstanding at Dec. 31, 2002.


ASPECT COMMS: S&P Affirms B/CCC+ Rating after Private Placement
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'CCC+' subordinated debt ratings on Aspect
Communications Corp. At the same time, the ratings were removed
from CreditWatch, where they had been placed on
October 25, 2002. The outlook is stable.

San Jose, California-based Aspect Communications is a provider
of software-based call center and customer relationship
management solutions. Total debt outstanding was $173 million as
of December 31, 2002.

The affirmations followed the announcement on January 21, 2003,
that Aspect had successfully completed the private placement of
$50 million of Series B convertible preferred stock. Aspect
management received shareholder approval in a special vote
conducted on January 21, 2003. The affirmation of the rating is
based on the Standard & Poor's assessment of Aspect's capacity
to meet the put option on Aspect's subordinated convertible
debentures in August 2003.

Based on the current amount outstanding, the debentures will
have an accreted value on the put date of approximately $129
million, and the put option can be settled in cash or stock or a
combination of the two. Aspect's cash balances, with the $50
million of newly raised capital, are about $196 million.

Standard & Poor's believes that Aspect's liquidity should
suffice to meet the put obligation in cash at the fully accreted
value of $129 million. Following the put, financial flexibility
will still be constrained because of lower cash balances,
approximately $70 million, and limited access to external
sources of liquidity.

"We expect that improvements in profitability from cost cutting
will be sustained in 2003 and that debt-protection metrics will
continue to improve," said Standard & Poor's credit analyst
Joshua Davis.


AVON PRODUCTS: Will Hold Q4 Earnings Conference Call on Tuesday
---------------------------------------------------------------
Avon Products, Inc., (NYSE: AVP) will provide a live webcast of
its fourth quarter and full year 2002 earnings conference call
on Tuesday, February 4th, at 9:00 a.m. New York time.

Andrea Jung, chairman and CEO, will host the call along with
other members of senior management.

Those wishing to access the webcast can do so from
http://www.avoninvestor.com The call will also be archived on
the Web site for 14 days.

Avon is the world's leading direct seller of beauty and related
products, with approximately $6.0 billion in annual revenues.
Avon markets to women in 143 countries through 3.5 million
independent sales Representatives. Avon product lines include
such recognizable brands as Avon Color, Anew, Skin-So-Soft,
Advance Techniques Hair Care, beComing and Avon Wellness. Avon
also markets an extensive line of fashion jewelry and apparel.
More information about Avon and its products can be found on the
company's Web site http://www.avon.com

At September 30, 2002, Avon Products' balance sheet shows a
total shareholders' equity deficit of about $62.5 million.


BAY VIEW: Net Assets in Liquidation Total $410MM at Dec. 31
-----------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) reported net assets in
liquidation at December 31, 2002. As previously announced, the
Company adopted liquidation basis accounting effective
September 30, 2002, as a result of its stockholders' approval of
a plan of dissolution and stockholder liquidity and completion
of the sale of its retail banking assets to U.S. Bank, N.A. on
November 1, 2002. In accordance with generally accepted
accounting principles, under the liquidation basis of
accounting, the Company is now reporting the value of, and the
changes in, net assets available for distribution to
stockholders instead of results from continuing operations.

The Company reported net assets in liquidation of $410.1 million
at December 31, 2002, or $6.43 in net assets in liquidation per
outstanding share as compared to $413.7 million, or $6.50 in net
assets in liquidation per outstanding share at September 30,
2002. The fourth quarter decrease in net assets in liquidation
and net assets in liquidation per outstanding share was
primarily the result of a $6.1 million pre-tax loss from
operations recorded during the quarter and $2.8 million of net
charges for additional liquidation valuation adjustments
partially offset by a tax benefit of $4.9 million. The quarter-
to-date loss from operations was primarily a result of an
October operating loss caused by a delay in closing the sale of
the Company's retail deposits to U.S. Bank, N.A. from October 1
to November 1. The Company's liquidation of earning assets in
advance of the anticipated October 1 sale date resulted in
sharply lower interest revenues during October. The $2.8 million
charge for additional liquidation valuation adjustments was
primarily due to a decrease in the market value of the loan
portfolio.

During the fourth quarter, the Company reduced its valuation
allowance for deferred tax assets from $24.0 million to $21.5
million in recognition of additional future operating income
from the Company's auto lending business available to absorb
existing deferred tax benefits. The Company's 2002 effective tax
rate of 72% is higher than the federal statutory rate due
primarily to state income taxes, the valuation allowance on
deferred tax assets, disposition of nondeductible goodwill, and
nondeductible compensation associated with the Company's plan of
dissolution and stockholder liquidity. The effective tax rate
for the fourth quarter declined to 55%, primarily as a result of
an increase in state taxes partially offset by reductions to the
valuation allowance.

A comparison of pro-forma net assets in liquidation, adjusted
for estimated after-tax earnings from the Company's remaining
operations and an estimated after-tax gain on the Company's auto
lending business, is set forth below. This pro-forma measure
contains projections of future earnings and the after-tax gain
in the business, and is a non-GAAP measure. The Company believes
this is a more comprehensive measure of the full value of net
assets in liquidation.

The estimated after-tax earnings from remaining operations
increased to $8.8 million, or $0.14 per outstanding share, at
December 31, 2002 from $2.9 million, or $0.05 per outstanding
share, at September 30, 2002. This increase was primarily
attributable to two factors: (1) an extension of the liquidation
period (and the end of the projected period of ownership of the
auto lending business) from June 30, 2004 to September 2005 and
(2) the rollforward from September 30, 2002 to December 31,
2002, which eliminated the fourth quarter 2002 projected after-
tax loss. Originally, it was projected that the auto lending
business would be sold or spun off to shareholders as of June
2004. The extension to September 2005 will allow the Company to
take advantage of additional net operating loss carryforwards
and other deferred tax assets that would otherwise not be
utilized, as well as allowing additional time for the auto
company to benefit from expansion of its business activities.

As discussed above, on November 1, 2002, the Company completed a
sale of the retail banking assets owned by its wholly-owned
subsidiary Bay View Bank, N.A., to U.S. Bank, N.A., a wholly-
owned subsidiary of U.S. Bancorp. U.S. Bank, N.A. assumed the
Bank's retail deposits totaling $3.307 billion, its branches and
service center operations, and $327.7 million of loans. On
November 29, 2002, the Company prepaid the entire $100 million
of its 9-1/8 percent Subordinated Notes due 2007 at a premium of
4.563%. Additionally, on December 9, 2002, the Bank redeemed the
entire $50 million of its outstanding 10 percent Subordinated
Notes due 2009.

In December, the Company received approval from the Federal
Reserve Bank to pay the cumulative distributions on its Trust
Preferred Capital Securities. On December 31, 2002, the Company
paid cumulative deferred distributions, interest on the deferred
distributions and the current quarterly distribution. The total
amount paid per share as of December 31, 2002 was $6.10 for the
10 quarterly dividends plus $0.715 in accrued interest. Although
the Company intends to pay out future dividends as scheduled, it
continues to be subject to a formal agreement with the FRB and,
accordingly, future dividend payments will remain subject to FRB
approval.

During the quarter, the Company completed the sale of
approximately $456.4 million of loans, including the $327.7
million of loans sold to U.S. Bank, N.A., and received an
additional $92.8 million in loan prepayments. The loans sold
consisted of approximately $157.4 million of home equity loans,
$139.4 million of single-family loans, $57.4 million of business
loans, $38.4 million of commercial real estate loans, $25.6
million of factored receivables, $21.1 million of commercial
leases, $14.4 million of franchise loans and $2.7 million of
consumer loans.

Loan sales and payoffs during the quarter were partially offset
by originations totaling $84.9 million. Originations for the
quarter included $69.5 million of auto loans, $8.8 million of
commercial and business loans and $6.6 million of home equity
loans. The Company continues to originate auto loans, however,
it ceased all other loan production activities during the
quarter.

Total nonperforming assets, net of mark-to-market valuation
allowance, were $27.3 million at December 31, 2002 as compared
to $40.1 million at September 30, 2002. Franchise related
nonperforming assets were $21.0 million at December 31, 2002 as
compared to $23.0 million at September 30, 2002, and
nonperforming assets in the auto lending business were $284
thousand at December 31, 2002 as compared to $1.0 million at
September 30, 2002.

Total loans and leases delinquent 60 days or more at
December 31, 2002 were $17.8 million as compared to $31.9
million at September 30, 2002. Delinquent franchise related
loans were $15.5 million at December 31, 2002 as compared to
$16.3 million at September 30, 2002, and delinquent auto loans
were $143 thousand at December 31, 2002 as compared to $304
thousand at September 30, 2002.

As discussed above, the Company adopted liquidation basis
accounting effective September 30, 2002, in accordance with
generally accepted accounting principles. Accordingly, the
Company's financial statements as of and for the quarter ended
December 31, 2002 have been prepared under the liquidation basis
of accounting including the replacement of the Consolidated
Statement of Operations and Comprehensive Income with the
Consolidated Statement of Changes in Net Assets in Liquidation.
The Company's financial statements presented for periods prior
to September 30, 2002, (i.e., as of December 31, 2001 and for
the nine months ended September 30, 2001 and for the year ended
December 31, 2001) are presented on a going concern basis of
accounting. Since the Company adopted liquidation basis
accounting on September 30, 2002, the Consolidated Statement of
Operations and Comprehensive Income for the nine months ended
September 30, 2002 is presented in a similar format as the going
concern financial statements. As a result, the Company is
providing, herein, a (1) Consolidated Statement of Net Assets
(Liquidation Basis) as of December 31, 2002 and a Consolidated
Statement of Financial Condition (Going Concern Basis) as of
December 31, 2001, and (2) a Consolidated Statement of Changes
in Net Assets in Liquidation (Liquidation Basis) for the three
month period ended December 31, 2002 and (3) Consolidated
Statements of Operations and Comprehensive Income (Loss) for the
nine month periods ended September 30, 2002 (Liquidation Basis)
and 2001 (Going Concern Basis) and the year ended December 31,
2001 (Going Concern Basis).

Bay View Capital Corporation is a commercial bank holding
company headquartered in San Mateo, California and is listed on
the NYSE: BVC. For more information, visit
http://www.bayviewcapital.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its ratings on Bay View Capital Corp., including
its counterparty credit rating to 'BB-/B' from 'CCC-/C', and
related entities, and removed all but the preferred stock rating
of Bay View Capital Trust I from CreditWatch Positive where they
were placed on July 24, 2002. The outlook is stable.

This action was in response to the successful completion of the
sale of the branch network and most of the deposit base to U.S.
Bancorp's lead bank, U.S. Bank N.A. ('A1'). These transactions
are part of the company's plan to liquidate. The company has
received approval and filed notice to redeem its outstanding
debt. It has also received approval to bring its preferred stock
dividends out of arrears. When this is done the rating on this
instrument will be moved to 'B-'.


BEAR STEARNS: Fitch Slashes Class B-5 Mortgage Note Rating to D
---------------------------------------------------------------
Fitch Ratings downgrades Bear Stearns Mortgage Securities Inc.,
series 1997-6 class B-5 to 'D' from 'B' and removed it from
Rating Watch Negative. In addition, Fitch places class B-4,
rated 'BB', on Rating Watch Negative.

These actions are the result of a review of the level of losses
expected and incurred to date and the current high delinquencies
relative to the applicable credit support levels. As of the
Jan. 27, 2003 distribution:

Bear Stearns Mortgage Securities Inc. 1997-6 fixed-rate
mortgages remittance information indicates that approximately
3.43% of the FRM pool is over 90 days delinquent, and cumulative
losses are $2,486,226 or 1.12% of the initial FRM pool. The 3-
month average loss since January 2003 is $65,394. Class B-5
currently has no credit support.


BEST BUY: Expands Networked Home Solutions to Dallas Market
-----------------------------------------------------------
Best Buy (NYSE:BBY) and William Ryan Homes, Inc., entered into
an agreement to provide Best Buy's Networked Home Solutions(TM),
an assortment of home networking packages constructed to fit
peoples' changing lifestyles, in seven William Ryan communities
throughout the Dallas area. Beginning this month, a base
structured wiring network that allows for maximum versatility
with home technology will be standard in more than 200 homes
with a target of 1,000 homes in the next five years.

Many new homebuyers are interested in home networking, but lack
the knowledge or resources to incorporate the technology into
their home - that's why Best Buy created Networked Home
Solutions. Networked Home Solutions packages enable Best Buy to
align with the builder to make sure the homeowner has all of the
behind-the-scenes wiring needed to quickly, neatly and easily
connect the technology within their home. Networked Home
Solutions offers two distinct packages:

     --  Lifestyle Series packages that target specific
entertainment enthusiasts (available packages called Music
Lover, Movie Buff, Computer Whiz and Ultimate Entertainment
Enthusiast).

     --  Foundation Series packages that allow consumers
flexibility to create a solution specific to their needs and
ensure new homes are wired for the technology and entertainment
people use every day.

"Like Best Buy, William Ryan Homes is focused on customer
service and providing options and services that make them
unique," said Sean Skelley, vice president of Strategic Planning
and Business Development for Best Buy. "By delivering benefits
that are simple to use and easy to understand, Networked Home
Solutions provides William Ryan homebuyers with a seamless
option for whole home networking that will connect with their
lifestyle and enhance their new home."

William Ryan Homes, a member of the Ryan Building Group, is
dedicated to satisfying their customers' housing desires by
building high quality single family homes and communities, as
efficiently as possible, exceeding expectations with
professionalism and responsiveness. Building new homes since
1992, William Ryan Homes remains focused on their "Customer
First" philosophy, providing a quality product with honesty and
integrity, open communications and flexible home designs.

"We feel that partnering with Best Buy to address customers'
needs for the technology in their new homes will help reconfirm
their home buying decision," said Thomas W. Watson, Dallas
division president for William Ryan Homes. "With technology
being at the forefront of our daily lives, having Best Buy as
that provider will give our homebuyers confidence and peace of
mind that the investment they are making with us is the right
one."

William Ryan Homes featuring Best Buy's Networked Home Solutions
will be showcased in the following Dallas-area communities:
Idlewood and Creekwood of Hidden Lakes (Keller); Magnolia,
Larkspur and Sandlin (Lantana); Hillside Estates (Valley Ranch);
and The Shores (Rockwall).

Best Buy partnered with certification leader CompTIA and the
Internet Home Alliance to develop the new HTI+ (Home Technology
Integrator) certification in order to continue to be the
consumer's "Smart Friend" at the intersection of technology and
life. Requiring its "In Home Integration" technicians to be HTI+
certified ensures Best Buy that work will be done by
knowledgeable and accredited technicians who understand systems
integration and can consistently deliver professional results to
our customers.

Best Buy Stores LP, owned and operated by Minneapolis-based Best
Buy Co., Inc., is one of the nation's leading specialty
retailers of technology and entertainment products and services.
Best Buy was founded in St. Paul, Minn. in 1966. Best Buy Stores
reach an estimated 300 million consumers per year through more
than 500 retail stores in 48 states and online at BestBuy.com.
For more information about Best Buy, visit the virtual pressroom
at http://onlinepressroom.net/bestbuy

Minneapolis-based Best Buy Co., Inc. (NYSE:BBY) is one of North
America's leading specialty retailers of consumer electronics,
personal computers, entertainment software and appliances. The
Company operates retail stores and commercial web sites under
the names: Best Buy (BestBuy.com), Future Shop (FutureShop.ca),
Geek Squad (GeekSquad.com), Magnolia Hi-Fi (MagnoliaHiFi.com),
Media Play (MediaPlay.com), Sam Goody (SamGoody.com), and
Suncoast (Suncoast.com). The Company reaches consumers through
nearly 1,900 retail stores in the U.S., Canada, Puerto Rico and
the U.S. Virgin Islands.

CompTIA is a global trade association representing the business
interests of the information technology industry. For more than
20 years CompTIA has provided research, networking and
partnering opportunities to its members, developing standards
and best practices and influencing the political, economic and
educational arenas that impact IT worldwide. More information is
at http://www.comptia.org

Best Buy's 0.684% bonds due 2021 are presently trading at about
70 cents-on-the-dollar.


BUDGET GROUP: Court Sets EMEA Asset Sale Hearing for February 18
----------------------------------------------------------------
While they believe that they have exhausted the potential market
for the EMEA Assets and, therefore, do not expect to receive any
other higher and better offers for the EMEA Assets, Budget Group
Inc., and its debtor-affiliates want to receive the greatest
value for the Purchased Assets and place the Purchase Agreement
to the test of the broader marketplace in the hope that higher
and better offers are generated for the Purchased Assets.  To
this end, any party may submit a bid for the Purchased Assets,
provided, however, that the Bid must meet these conditions to be
considered a "Qualified Bid":

  A. it must be in writing;

  B. it be for:

     -- cash in an amount no less than the total of the
        $20,000,000 purchase price, the $1,250,000 Termination
        Amount, and a $500,000 incremental overbid; plus

     -- the assumption or other satisfaction of the Assumed
        Liabilities and any obligations outstanding under the
        EMEA Financing Facility;

  C. it must provide that the party submitting the Bid be bound
     to all material terms of the Purchase Agreement;

  D. it must include financial or other information
     demonstrating the bidder's ability to consummate the sale
     of the Purchased Assets on the timeline laid out in the
     Purchase Agreement; and

  E. it must be submitted in a manner that ensures that the Bid
     is actually received on February 12, 2003 by 5:00 p.m.,
     prevailing Eastern time, by:

       -- Lazard Freres & Co, LLC
          30 Rockefeller Plaza, 61st Floor, New York, NY 10020
          Attention: Jim Millstein, Esq.

       -- Sidley Austin Brown & Wood
          Bank One Plaza, 10 South Dearborn, Chicago, IL 60603
          Attention: Larry I. Nyhan, Esq.

       -- Kroll, Buehler, Phillips
          10 Fleet Place, London EC4M7RB, United Kingdom
          Attention: Mr. Simon Freakley, UK Administrator

       -- Brown Rudnick Berlack Israels
          One Financial Center, Boston, MA 02111
          Attention: Harold Marcus, Esq.

       -- BRAC Group, Inc.
          4225 Naperville Road, Lisle, IL 60532
          Attention: Robert L. Aprati, Esq.

In the event the Debtors receive a Qualified Bid for the
Purchased Assets, the Debtors, in consultation with the
Committee and the UK Administrator -- Kroll, Buchler, Phillips,
will conduct an auction in the offices of Young Conaway Stargatt
& Taylor, LLP, located at The Brandywine Building, 17th Floor,
in Wilmington, Delaware 19801 on February 17, 2003 at 10:00 a.m.
at prevailing Eastern Time.  The Auction will be through open
bidding pursuant to procedures announced at the Auction, and
Avis Europe will retain the right to bid against higher and
better offers.  Only those persons submitting Qualified Bids and
Avis Europe will be permitted to participate in the Auction.
After conclusion of the Auction, the Debtors, after consulting
with the Committee and the UK Administrator, will accept the bid
that, in their judgment, represents the highest and best offer
for the Purchased Assets, and proceed with the Sale of the
Purchased Assets to the Successful Bidder.  If the Debtors do
not receive any Qualified Bids, there will be no Auction and the
Debtors will proceed with the Sale to Avis Europe.

The Debtors will notify their creditor and interest holder
constituencies and those persons most interested in these cases
of these transactions.

Objections must be filed and served on or before February 12,
2003.

                           *     *     *

Accordingly, Judge Walrath approves the bidding procedures and
sets the sale hearing on February 18, 2003 at 11:30 a.m. (Budget
Group Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CALIFORNIA INDEMNITY: S&P Affirms BBpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBpi'
counterparty credit and financial strength ratings on California
Indemnity Insurance Co., and Commercial Casualty Insurance Co.

At the same time, Standard & Poor's assigned its 'BBpi'
counterparty credit and financial strength ratings to Sierra
Insurance Co., of Texas and CII Insurance Co., because they are
members of the same pool.

"The affirmation follows Sierra Health Services Inc.'s
announcement on Jan. 15, 2003, of its intention to divest itself
from its workers' compensation unit, including California
Indemnity and its related pool members," said Standard & Poor's
credit analyst Tom E. Thun. The ratings on California Indemnity
and related companies could change if the companies are sold,
depending on the financial strength of the buyer.

California Indemnity is licensed in 31 states; the principle
states in which the company operates are California, Colorado,
and Nevada. The company is a subsidiary of CII Financial Inc.
and its ultimate parent is Sierra Health Services Inc., a
publicly traded managed health care corporation. The company is
a workers' compensation writer, and participates in an
interaffiliate pool with its subsidiary and Commercial Casualty
Insurance Co., Sierra Insurance Co. of Texas, and CII Insurance
Co. The company commenced operations in 1988.

Although the company is a member of Sierra Health Services Inc.,
the rating does not include additional credit for implied
support from the group.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings with
a 'pi' subscript are reviewed annually based on a new year's
financial statements, but may be reviewed on an interim basis if
a major event that may affect the insurer's financial security
occurs. Ratings with a 'pi' subscript are not subject to
potential CreditWatch listings.


CANWEST GLOBAL: President & COO Don Babick Retiring on April 30
---------------------------------------------------------------
Leonard Asper, President and Chief Executive Officer, announced
that Don Babick, currently President and COO of CanWest
Publications Inc., will retire from the company effective
April 30, 2003, following more than 40 years of distinguished
service to the Canadian newspaper industry.

In expressing his appreciation to Mr. Babick for his outstanding
service to the newspaper industry and to the Company, Mr. Asper
noted the critical role Mr. Babick played in facilitating the
smooth transition of the major Southam newspapers following
their acquisition by CanWest in November 2000.  Mr. Asper said
the Company was fortunate to benefit from Don's wisdom and
experience at a critical time. "Don understood immediately the
tremendous opportunities available from capturing the business
synergies between our newspaper, television and interactive
assets. His management and leadership skills were instrumental
in mobilizing the technical and managerial resources in the
company to get the job done quickly and effectively."

Don Babick began his newspaper career at the Montreal Gazette in
1959 where he advanced to Retail Manager before leaving Southam
in 1977 for a two-year stint as Advertising Director with the
Montreal Star.  Mr. Babick returned to Southam in 1980 with the
Vancouver Sun and later, the Calgary Herald, where he occupied
managerial positions in advertising and marketing. In 1988 Mr.
Babick was appointed Vice President - Marketing for the Southam
Newspaper Group in Toronto. In 1990 he moved to the Edmonton
Journal as Publisher, and in 1992 was named President and
Publisher of Pacific Press, which publishes the Vancouver Sun
and The Province. Don Babick was named President and Chief
Operating Officer of Southam Inc. in August 1996. In 1998 Mr.
Babick was named President and Publisher of the National Post.

CanWest appointed Mr. Babick President and COO of Southam
Publications, (now CanWest Publications Inc.) in December 2000,
shortly after its acquisition of the Southam newspapers.

Mr. Babick will continue to serve the Company as Special Advisor
to Rick Camilleri, Chief Operating Officer, for the period until
his retirement becomes effective on April 30, 2003.

CanWest Global Communications Corp. (NYSE: CWG; TSE: CGS.S and
CGS.A;) -- http://www.canwestglobal.com-- is an international
media company. CanWest, now Canada's largest publisher of daily
newspapers owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and Internet portals in
Canada, New Zealand, Australia, Ireland and the United Kingdom.
Fireworks, the Company's program production and distribution
division, operates in several countries throughout the world.

                         *   *   *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CANWEST GLOBAL: Reorganizes Canadian Media Ops. Management
----------------------------------------------------------
Leonard Asper, President and Chief Executive Officer, announced
that Richard C. (Rick) Camilleri, Chief Operating Officer, will
take on direct responsibility for executive management of
CanWest's Canadian television, newspaper, interactive and other
media operations. Mr. Asper also announced the appointments of
Mr. Robert (Bob) Calvert as Senior Vice President, Operations,
and Mr. John Burgis as Executive Vice president, Business
Services and Finance for the Company's Canadian media
operations.

Over the past two years the Company has achieved significant
progress in capturing operational efficiencies and revenue
enhancement opportunities between its various business
operations. Mr. Camilleri's mission will be to continue the
strategic evolution of the Company's newspaper, television and
interactive operations into a coordinated multi-media business
enterprise with a common business culture and unified commercial
and business goals. Rick Camilleri commented, "It is an exciting
opportunity to be working with the very strong group of
executives in our media group and continuing to build upon our
history of success in leveraging the strength of our individual
media brands."

Don Babick, currently President of CanWest Publications Inc. has
indicated his intention to retire, effective April 30, 2003.
Gerry Noble, currently President and CEO of the Global
Television Network, has also indicated his intention to pursue
opportunities outside the Company following expiry of his
current contract on August 31, 2003.

Don and Gerry have respectively given 40 and 18 years of
outstanding service to Southam and CanWest, for which the
Company is grateful. Expressing his appreciation to Don, Leonard
Asper said "While Don has been with CanWest for only two years,
his leadership throughout that period, during which the
consolidation of our print and broadcast businesses was at its
most fragile stage, was crucial. His experience in the newspaper
industry will be missed."

Gerry Noble who began his career at Global Television in Toronto
in 1985, has during his career, managed TV operations for the
Company in New Zealand, Australia and Canada before becoming
President of Global Television Network in 2000. Commenting on
Mr. Noble's contribution, Mr. Asper said "Gerry has made a
tremendous contribution to the Company over the years as one of
a small group of CanWest executives who were instrumental in
building the Company into the major international media company
it has become over the past decade."

For the next several months both Don and Gerry will continue to
assist the company as Special Advisors to Rick Camilleri.

CanWest Global Communications Corp., (NYSE: CWG; TSE: CGS.S and
CGS.A) -- http://www.canwestglobal.com-- is an international
media company. CanWest, now Canada's largest publisher of daily
newspapers owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and Internet portals in
Canada, New Zealand, Australia, Ireland and the United Kingdom.
Fireworks, the Company's program production and distribution
division, operates in several countries throughout the world.

                        Backgrounder

Rick Camilleri

Mr. Camilleri graduated with a Bachelor of Laws from Osgood Hall
Law School in Toronto in 1984 following undergraduate studies at
the University of Toronto. His early career was with Thorne-EMI
Canada as General Counsel and Director of Business Affairs. In
1988 Mr. Camilleri moved to Sony Music Entertainment (Canada)
Inc., as Vice President Business Affairs. In 1993 Mr. Camilleri
was named President of Sony Music Entertainment (Canada) Inc.,
where he led cultural, management and operational changes in the
company to increase sales, profits, market share and the quality
of customer service. His achievements were recognized by the
wider business community when he was named by the Financial Post
and Caldwell Partners as one of Canada's top 40 executives under
the age of 40.

In 2000, declining an opportunity to move to New York with Sony
Music Corp, Mr. Camilleri accepted a position as CEO of a high
tech Canadian company with world leading proprietary technology
in 3D digital imaging. Having completed his primary assignment
of evolving this world-class technology for commercial
application and international distribution, Mr. Camilleri
accepted an opportunity to join CanWest in a senior executive
capacity.

Bob Calvert

Bob Calvert was previously Executive Vice President of Southam
Publications with operating responsibility for all CanWest
community newspaper groups. These included Lower Mainland
Publishing in Vancouver, the Port Alberni Group, the Nanaimo
Daily News Group in British Columbia, Ontario Community
newspapers (SOCN, Brantford and St. Catharine's groups), and
prior to their sale in 2002, the Saskatchewan newspapers outside
of Regina and Saskatoon, and community newspapers in Atlantic
Canada. Prior to that Mr. Calvert was Publisher of the Regina
Leader-Post from 1995 to 2001,

Previously Mr. Calvert was President of Sterling Newspapers,
Executive Vice-President of Hollinger Canadian Newspapers, and
Vice-President of Southam Inc. He served as Publisher of the
Moose Jaw Times Herald (1980-86) and the Swift Current Sun
(1978-80).

John Burgis

John Burgis joined Global Television in 1981 as the Vice-
President, Finance & Administration & CFO having previously held
several executive positions in the print, publishing and radio
operations of Telemedia Inc. In 1993, he was appointed National
Vice-President, Financial and Business Operations for the
Canadian Operations, responsible for the development and
harmonization for the Canadian broadcast operations of all
business technology systems, accounting and financial reporting
systems, information technology and business services.

In November 2000, Mr. Burgis was named Senior Vice-President,
Administration, and CFO of Global Television with overall
responsibility for the integration of the WIC operations, as
well as national responsibilities for the information management
operations, business and traffic systems, finance and accounting
systems and business services, as well as corporate governance
matters related to the Canadian broadcast operations.

                          *   *   *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CENDANT CORP: Completes Tender Offer for 7-3/4% Notes
-----------------------------------------------------
Cendant Corporation (NYSE: CD) accepted for purchase and
payment, pursuant to its offer to purchase all outstanding
7-3/4% Notes due December 1, 2003, (CUSIP No. 151313AD5), all of
the Notes which were validly tendered and not withdrawn as of
the expiration of its offer at 5:00 p.m., Eastern Standard Time,
on January 27, 2003.

According to the depositary for the offer, approximately $717
million principal amount of the outstanding Notes were validly
tendered and not withdrawn.  The holders of the tendered notes
will receive $1,044.50 per $1,000 principal amount of Notes, in
cash, plus accrued and unpaid interest on the Notes to, but not
including, the date of payment, expected to be Tuesday,
January 28, 2003.  As a result, the aggregate cash payment made
by Cendant for such Notes equals approximately $758 million.

With the acceptance of Notes tendered, approximately $229
million of the Notes remain outstanding and will mature on
December 1, 2003.

Salomon Smith Barney and JPMorgan acted as dealer-managers for
the tender offer.  Questions concerning the terms of the tender
offer may be addressed to Salomon Smith Barney at 1-800-558-3745
or JPMorgan at 1-866-834-4666. Questions related to the
mechanics of the tender offer and requests for copies of the
Offer to Purchase and other related documents may be obtained by
contacting Mellon Investor Services LLC at 1-866-894-3618.

Cendant Corporation is primarily a provider of travel and
residential real estate services. With approximately 90,000
employees, New York City-based Cendant provides these services
to businesses and consumers in over 100 countries.

At September 30, 2002, Cendant's balance sheet shows that total
current liabilities exceeded total current assets by about $1.3
billion.


CENTENNIAL COMMS: Appoints Ellen C. Wolf to Board of Directors
--------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL), a leading
regional telecommunications service provider, announced that
Ellen C. Wolf has been appointed to the Company's board of
directors.

Ms. Wolf will also serve as a member of the Company's audit
committee.

Ms. Wolf has been chief financial officer of American Water
Works Company, Inc., (NYSE: AWK) since 1999. American Water
Works was recently purchased by German utility RWE AG for
approximately $8.6 billion in cash and assumed debt. Prior to
joining American Water Works, Ms. Wolf spent 12 years with Bell
Atlantic, the last 4 of which as the vice president-treasurer of
Bell Atlantic Corporation. Prior to joining Bell Atlantic, Ms.
Wolf spent 8 years with the accounting firm of Deloitte Haskins
& Sells.  Ms. Wolf received a B.A. from Duke University and a
M.B.A. from the Wharton School of the University of
Pennsylvania.

"We are delighted to welcome Ellen to the Centennial Board,"
said Michael J. Small, chief executive officer. "Ellen's strong
finance and accounting background coupled with her over 10 years
of experience in the telecommunications arena will be a great
asset for Centennial as we continue to grow our businesses."

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and
the Caribbean with approximately 17.1 million Net Pops and
approximately 896,800 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small
cities and rural areas. Centennial's Caribbean integrated
communications operation owns and operates wireless licenses for
approximately 11.1 million Net Pops in Puerto Rico, the
Dominican Republic and the U.S. Virgin Islands, and provides
voice, data, video and Internet services on broadband networks
in the region. Welsh, Carson Anderson & Stowe and an affiliate
of the Blackstone Group are controlling shareholders of
Centennial. For more information regarding Centennial, please
visit the firm's Web sites at http://www.centennialcom.comand
http://www.centennialpr.com

As reported in the Troubled Company Reporter's December 30, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Centennial Communications Corp., to 'B' from 'B+'.
Centennial is primarily a wireless provider with some
competitive local exchange carrier and cable TV operations.

"The downgrade reflects our assessment that a weaker business
profile will persist through the remainder of the fiscal year
ended May 31, 2003 and beyond.  The company's domestic markets
have been subject to heightened competition from the larger,
more national players, such as AT&T Wireless and Cingular," said
Standard & Poor's credit analyst Catherine Cosentino.  "As a
result, the cost per gross customer add in its U.S. markets has
remained fairly high at $365 for the three months ended
November 30, 2002. The company also lost about 10,000
subscribers in its U.S. wireless market since May 31, 2002,
against a backdrop of overall growth for the industry."


COEUR D'ALENE: Makes Further $25 Million Debt Reduction
-------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE:CDE) continued significant
reductions in its outstanding long-term convertible debt.

Coeur's remaining convertible indebtedness now stands at $54.5
million, consisting of $10.6 million of 13.375% Senior
Convertible Notes due December 2003, $32.3 million of 6.375%
Convertible Debentures due January 2004, and $11.7 million of
7.25% Convertible Debentures due October 2005. This remaining
indebtedness represents nearly a 50% reduction since the end of
the third quarter 2002. Coeur began 2002 with $145.5 million of
indebtedness. This remaining balance represents approximately
20% of Coeur's current total market capitalization.

Dennis E. Wheeler, Coeur's Chairman and Chief Executive Officer,
remarked, "Coeur is now nearing completion of its debt reduction
program. Our strengthened balance sheet is now providing us with
the flexibility to aggressively pursue internal and external
growth opportunities to create further value for shareholders.
Combined with higher metal prices, continued success at our new
low-cost South American operations, and a growing cash balance,
we believe that Coeur is poised for an excellent 2003."

Over the past six weeks, Coeur exchanged 13.8 million shares of
common stock for $22.9 million principal amount of its 6.375%
Convertible Debentures due January 2004 in several privately
negotiated transactions. This decline represents a 51% decrease
from the $65.5 million of outstanding 6.375% Convertible
Debentures at the end of the third quarter of 2002. In addition,
the Company has seen $2.1 million of its 13.375% Senior
Convertible Notes voluntarily convert into common equity in 2003
based on the security's existing terms. Because these
Convertible Notes have a conversion price of $1.35 per share,
representing a 27% discount to Coeur's current share price, the
Company believes that holders of the remaining balance of $10.6
million will likely voluntarily convert into common stock by the
end of the year.

After taking these exchanges and conversions into account, Coeur
now has approximately 134 million shares outstanding.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                           *   *   *

As previously reported, Coeur d'Alene Mines Corporation
dismissed Arthur Andersen LLP as the Company's independent
accounting firm.  Arthur Andersen LLP had served in that
capacity since October 1999. The Company's determination
reflected the fact that on June 15, 2002, the Securities and
Exchange Commission announced that Arthur Andersen LLP had
informed the Commission that it will cease practicing before the
Commission by August 31, 2002.

Arthur Andersen's report dated February 15, 2002, stated that
the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, had been
prepared assuming that the Company will continue as a going
concern.


CONSECO: Finance Debtor Want to Reject 29 Real Property Leases
--------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
the Conseco Finance Debtors have identified non-residential
leases that are no longer used or are not integral to their
ongoing business operations.  By this motion, the CFC Debtors
seek the Court's authority to reject 29 real property leases.

With the exception of a lease for the premises at 900 Concourse
Drive in Rapid City, South Dakota, the CFC Debtors recently
abandoned these leases:

   City                 Landlord
   ----                 --------
   Gabar Mesa, AZ       Desert Building Investment Group
   Macon, GA            Szelas Real Estate Development
   Clayton, MO          Windsor Management
   Tualtin, OR          MBK Northwest
   Hoover, AL           Harbor Realty Services
   Huntsville, AL       Colonial Realty L.P.
   San Mateo, CA        Maxim Property Management
   Grand Junction, CO   Sherwood Plaza
   Englewood, CO        Prentice Point L.P.
   Tampa, FL            Cushman & Wakefield
   Augusta, GA          Blanchard & Calhoun Commercial
   Columbus, GA         The Lisle Company
   Vernon Hills, IL     Great Lakes REIT
   Lenoxa, KS           Westchester Square Associates
   Marlborough, MA      John Hancock Mutual Life
   St. Louis, MO        The Equitable Life Assurance Society
   Jackson, MS          Koll Bren Fund V
   Raleigh, NC          Highwoods/Forsyth
   Washington, NC       Cameron Properties
   Winterville, NC      LSR Partnership
   Omaha, NE            Orchard West Center
   Akron, OH            150 Springside
   Blue Ash, OH         West Shell
   Columbus, OH         Busch Properties
   Greenville, SC       Guardian Management
   El Paso, TX          SKWH Gen Par
   Virginia Beach, VA   Liberty Property Trust
   Daluth, GA           Colamer Investments
   Rapid City, SD       Rapid City Economic Development

The operations formerly conducted at Rapid City are being
consolidated with those of another Rapid City location.
Rejection of these leases will save the CFC Debtors over
$5,000,000 in the aggregate. (Conseco Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CREDIT SUISSE: Fitch Puts BB- Class G Notes Rating on Watch Neg.
----------------------------------------------------------------
Credit Suisse First Boston's commercial mortgage pass-through
certificates, series 1997-C2, $14.7 million class G, rated BB-,
is placed on Rating Watch Negative by Fitch Ratings.

In addition, Fitch affirms the following classes: $45.5 million
class A-1, $322.3 million class A-2, $523.3 million class A-3,
and interest-only class A-X at 'AAA', $95.3 million class B at
'AA', $80.6 million class C at 'A', $95.3 million class D at
'BBB-', $73.3 million class F at 'BB', $29.3 million class H at
'CCC' and $14.7 million class I at 'CCC'. Fitch does not rate
the $25.7 million class E nor the $19.9 million class J
certificates.

The placement of class G on Rating Watch Negative is due to the
uncertainty over the extent of potential losses on Kmart loans,
both newly closed and existing REO. The action reflects the
weakening of the transaction following Kmart's Jan. 14, 2003
announcement to close an additional 326 stores of which three
are in this deal. In addition, there are other loans of concern
which when combined with the new store closings necessitate the
placement on Rating Watch Negative. The transaction contains six
loans in which there is or had been Kmart exposure, representing
5.8% of the transaction by loan balance. The resolution of two
other Kmarts in the pool resulted in losses of 34.4% and 71.3%
to the trust. Fitch is in the process of gathering more
information on the loans with the newly announced store
closings, which represent 3.3% of the transaction.

Fitch has identified five other loans of concern (6.6%) in the
pool. Four of these five loans are secured by hotel properties,
while the last is secured by a retail property. In total, there
are 10 loans in special servicing, two of which are real estate
owned (REO) loans (1.1%), including one Kmart loan (1%). One
loan (0.3%) is in foreclosure, two loans (0.8%) are 60 days
delinquent, while the remaining five (4%) are current. Fitch
will continue to monitor the status of the loans with newly
announced Kmart closings and the impact on the ratings in this
transaction.


CREDIT SUISSE: Fitch Junks Class I Due to Kmart Store Closings
--------------------------------------------------------------
Credit Suisse First Boston's commercial mortgage pass-through
certificates, series 1998-C1 $24.8 million class I is downgraded
to 'CCC' from 'B-' by Fitch Ratings.

In addition, Fitch affirms the following classes: $252 million
class A-1A, $1.1 billion class A-1B, $262 million class A-2MF
and interest only class A-X at 'AAA', $136.6 million class B at
'AA', $136.6 million class C at 'A', $136.5 million class D at
'BBB' and $37.3 million class E at 'BBB-'. Fitch does not rate
the $142.7 million class F, $18.7 million class G, $49.6 million
class H or the $45 class J.

The action reflects the weakening of the transaction following
Kmart's Jan. 14, 2003 announcement to close an additional 326
stores of which four are in this deal. In addition, there are
other loans of concern which, when combined with the new store
closings, necessitate the downgrade. The transaction contains 15
loans in which there is or had been Kmart exposure, representing
8.2% of the transaction by loan balance. The loans with the
newly announced store closings represents 2.4% of the
transaction.

Fitch has identified other loans of concern (11.7%) in the pool.
There are 27 loans in special servicing, 12 of which are real
estate owned (REO) loans (2%). Four loans represent the
aforementioned Kmarts now scheduled for closing, which had been
current and with the special servicer for monitoring purposes
only. An additional six loans, representing approximately 2% of
the pool remain current. During the transaction's annual review
in 2002, Fitch expressed concerns with the number of specially
serviced loans and indicated in its press release dated Nov. 11,
2002, that the ratings for the class I would need to be
revisited in the event that loss estimates appeared to be
greater than anticipated.

Fitch will continue to monitor the status of the loans with
newly announced Kmart closings and the impact on the ratings in
this transaction.


DICE INC: Plans to File Prepack. Chapter 11 Reorganization Soon
---------------------------------------------------------------
Dice Inc., (Nasdaq: DICEC) entered into a lock-up agreement with
Elliott Associates, L.P. and Elliott International, L.P., which
collectively hold approximately 48% of the Company's 7%
Convertible Subordinated Notes due January 2005. The lock-up
agreement provides for a plan to restructure the Company's
capital structure.

The lock-up agreement calls for Elliott to vote in favor of a
plan in which the Company would exchange 95% of its common stock
for all of the $69.4 million outstanding face amount of the
Notes. The agreement also calls for the Company to effect this
transaction through a pre-arranged bankruptcy filing, which the
Company expects would be made within the next several weeks, and
for the Company to emerge from the process as a privately held
company. While pursuing this restructuring plan, the Company has
determined not to make the $2.4 million interest payment on the
Notes due January 27, 2003. The terms of the Notes' Indenture
provide for a 30-day grace period.

"This proposed plan will enable us to put in place a capital
structure which is more appropriate for us," said Scot W.
Melland, president and chief executive officer of Dice Inc. "Our
two businesses are operating as usual, including making timely
payments to suppliers and service providers, and continuing to
provide customers with the highest quality service."

The plan provides for the largest shareholders (currently
projected to be 130 in number and measured based on a level of
shareholdings to be determined) to receive common stock in the
Company, and the remainder of shareholders to receive an
allocation of cash of no more than $50,000 in the aggregate.  In
addition to retaining 5% ownership, shareholders receiving new
common stock would also receive warrants to acquire an
additional 8% of new common stock, exercisable at $69.4 million
in the aggregate.  Upon the Company's exit from bankruptcy,
Elliott would own approximately 46% of the Company.

"Our focus over the next few months will be to lead Dice through
an efficient restructuring process and emerge by mid-2003 as an
essentially debt- free company," said Michael P. Durney, senior
vice president and chief financial officer of Dice Inc.

The Notes are solely obligations of Dice Inc., which is the
holding company of Dice Career Solutions, Inc. and MeasureUp,
Inc.

The Company reported that it had $7.5 million in cash and
marketable securities as of December 31, 2002, and $7.1 million
as of January 24, 2003.

The proposed restructuring plan will be submitted for a vote to
all noteholders and Dice Inc. shareholders after the pre-
arranged bankruptcy plan has been filed and a disclosure
statement relating to the plan is approved by the court.

There can be no assurances that this capital restructuring will
be successful. The expiration of the grace period without
forbearance from noteholders or payment of the interest due by
the Company will create an event of default under the terms of
the Indenture of the Notes, and the noteholders will have the
right to require acceleration of the payment of the $69.4
million outstanding in Notes.

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

The Company's balance sheet shows a $73 million asset base at
Dec. 31, 2001.

                         Corporate Profile

Dice Inc.'s corporate profile can be viewed by clicking on
Investor Relations at http://about.dice.com


DLJ COMMERCIAL: Fitch Cuts Class B-7 Notes Rating Down 2 Notches
----------------------------------------------------------------
Fitch Ratings downgrades DLJ Commercial Mortgage Corp., series
2000-CKP1, $9.7 million class B-7 to 'B-' from 'B+'.

The remaining Fitch rated classes are affirmed as follows:
$186.3 million class A-1A, $789.4 million class A-1B and
interest-only class S at 'AAA'; $51.6 million class A-2 at 'AA';
$58 million class A-3 at 'A'; $16.1 million class A-4 at 'A-';
$16.1 million class B-1 at 'BBB+'; $25.8 million class B-2 at
'BBB'; $12.9 million class B-3 at 'BBB-'; $33.9 million class B-
4 at 'BB+'; $17.7 million class B-5 at 'BB'; $9.7 million class
B-6 at 'BB-'; $16.1 million class B-8 at 'CCC'; and $6.4 million
class B-9 at 'C'. The $602,000 class C is not rated by Fitch.

The rating action reflects the weakening of the transaction
following Kmart's Jan. 14, 2003, announcement to close an
additional 326 stores, of which two are in this deal. In
addition, there are other loans of concern when combined with
the new store closings necessitate the downgrade. The
transaction currently contains eight loans in which there is
Kmart exposure, representing approximately 4.5% of the deal by
loan balance, with one loan currently in special servicing and
over 90 days delinquent (0.5%). The loans with the newly
announced store closings represent 0.9% of the transaction, both
of which are stand alone Kmart stores. Two former Kmart stand
alone stores were sold out the pool at greater than 70% loss
severity, representing a $15.5 million loss to the trust.

Fitch has identified other loans of concern (1.9%). There are
four loans in special servicing including the above mentioned
delinquent Kmart loan, in total representing 2.4%. Two unrelated
loans secured by multifamily properties in Dallas, TX, are
currently real estate owned. Two loans, one secured by a
multifamily property in Xenia, OH and the other by a former
Kmart store rejected previously are 90 days delinquent. These
loans were considered of concern at Fitch's Jan. 8, 2003 annual
review and combined with the disposed Kmart loans were the
reason for the prior downgrades. The additional store closings
necessitated the further downgrades.

Fitch will continue to monitor the status of the loans with
newly announced Kmart closings and the impact on the ratings in
this transaction.


DOMAN INDUSTRIES: Moves CCAA Plan Filing Date to Late Next Month
----------------------------------------------------------------
Doman Industries Limited rescheduled the original date for
filing its plan of compromise and arrangement with the Supreme
Court of British Columbia until later in February, 2003.
Discussions are ongoing with the Government of British Columbia
surrounding certain regulatory issues affecting the transaction.
The Company expects resolution to these issues shortly.

Rick Doman, & CEO commented, "We appreciate the patience and
support that our stakeholders have provided since the Company
began the formal process to restructure its business affairs in
November, 2002. We have resolved most of the legal and financial
issues surrounding the restructuring plan and are continuing to
make good progress on the remaining issues with the Provincial
Government. In the interim, Doman continues to operate normal
business operations, serving its customers and paying its
employees and suppliers, without interruption. [Tues]day's
announcement impacts the timing only. The terms of the
restructuring as previously announced, including the treatment
of creditors, remains unchanged."

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DUNDEE BANCORP: Offers to Acquire Dundee Realty via Arrangement
---------------------------------------------------------------
Dundee Realty Corporation (D-TSX) announced that it has formed
an independent committee of its Board of Directors to consider
and make a recommendation to the Board in respect of a proposal
from Dundee Bancorp Inc., (DBI.A-TSX) to acquire the company by
way of a plan of arrangement that would reorganize the
commercial real estate business of Dundee Realty Corporation
into a real estate investment trust to be named Dundee Real
Estate Investment Trust.

As part of the proposal, the land and housing assets and certain
other assets not appropriate for Dundee REIT will be held in
Dundee Development Corporation, a subsidiary of DRC which will
become wholly owned by Dundee Bancorp and certain members of
Dundee Realty management. All other shareholders of DRC will be
offered one unit in Dundee REIT and $3.00 cash in exchange for
each share held of DRC.

Dundee REIT is expected to have revenue-producing properties
with a book value of approximately $850 million and associated
debt of approximately $510 million. It is expected that Dundee
REIT's target distribution for the twelve months ending May 31,
2004 will be $2.20, based on a policy of distributing between
80% and 90% of distributable income.

The transaction would be accomplished by way of a Plan of
Arrangement under the Business Corporations Act (Ontario)
involving a reorganization of the business, affairs and share
capital of DRC and will be subject to, among other approvals,
shareholder approval, including minority shareholder approval in
accordance with applicable securities laws, at a shareholder
meeting called to consider the Arrangement.

Pursuant to the Arrangement, substantially all of the commercial
real estate business of DRC will be transferred to Dundee REIT.
Dundee Development Corporation will continue to exist primarily
as a land and housing development company and the manager of
Dundee REIT and will be owned by Dundee Bancorp.

The completion of the Arrangement is not conditional upon
completing any financing.

                Reasons for the Arrangement

Some of the reasons offered by Dundee Bancorp for converting the
commercial real estate business of DRC into a REIT are:

a) Monthly cash distributions are anticipated to provide an
attractive return to Unitholders without impairing Dundee REIT's
ability to finance capital expenditures and to repay external
debt;

b) Dundee REIT involves a trust structure which will result in a
higher level of cash distributions than would be available under
the existing corporate structure of DRC;

c) A significant portion of Dundee REIT's distribution to
Unitholders will be tax deferred;

d) It is anticipated that the Arrangement will provide Dundee
REIT with greater access to the public capital markets to fund
growth initiatives than is or would be available to DRC under
current market conditions;

e) Dundee Development Corporation will assume all of the
transaction costs, certain of DRC's historic liabilities, and
DRC's proposed head lease obligations; and

f) Dundee Development Corporation's assumption of liabilities
and Dundee Bancorp's payment of $3.00 per DRC share would
provide greater value to DRC shareholders than would be
available from a public land and housing development company
that is substantially smaller than DRC.

                   Plan of Arrangement

The completion of the Arrangement will be subject to shareholder
approval including minority shareholder approval in accordance
with applicable securities laws. In addition, the Arrangement
will be conditional upon, among other things, receipt of all
necessary third party, regulatory and court approvals, including
the approval of the Toronto Stock Exchange.

An information circular describing the Arrangement is
anticipated to be mailed to shareholders by the end of April and
will be available on the Internet at http://www.sedar.com It is
anticipated that the meeting of shareholders to consider the
Arrangement will take place approximately six weeks following
the mailing of the information circular.

In light of the proposed Arrangement, DRC will not be making any
purchases under its normal course issuer bid pending completion
of the Arrangement or a definitive determination not to proceed
with the Arrangement.

DRC owns and manages a portfolio of 172 revenue properties
totalling over 11 million square feet that is concentrated in
Canada's primary markets - Montreal, Ottawa, Toronto, Calgary
and Edmonton. DRC's tenants represent a broad spectrum of the
wider economy and as a result it is not overly dependant on any
single economic sector or any single tenant to drive its
performance. DRC's risk exposure is further mitigated by owning
assets that are diversified by geographic region, asset type and
asset class and through its selective participation in the
development of land and housing. For more information, please
visit http://www.dundeerealty.com

Dundee REIT is proposed to be an unincorporated, open-ended
limited purpose real estate investment trust governed by the
laws of the Province of Ontario. Dundee REIT would offer an
opportunity to invest, through a tax-efficient Canadian real
estate investment trust structure, in a diversified portfolio of
office, industrial and retail properties situated across Canada.
Dundee REIT's properties will be located in selected markets in
major Canadian cities and select U.S. cities, which offer growth
opportunities and diversification.

Dundee Bancorp Inc., is primarily a holding company dedicated to
wealth management and financial services. Its domestic financial
service activities are carried out through its 84% ?owned
subsidiary, Dundee Wealth Management Inc. Dundee Bancorp also
provides financial services internationally through its offices
in Bermuda and the Cayman Islands. Together, these operations
provide a broad range of financial products to individuals,
institutions and corporations. Dundee Bancorp also holds and
manages its own portfolio of investments, both directly and
indirectly through wholly-owned subsidiaries. The portfolio
includes both publicly listed and private companies in a variety
of sectors, including real estate, resources and financial
services.

As reported in the Troubled Company Reporter's January 3, 2003
edition, Standard & Poor's revised its outlook to negative from
stable on Dundee Bancorp Inc., after Dundee announced plans to
acquire IPC Financial Network Inc., (unrated) through its 81.7%
owned subsidiary, Dundee Wealth Management Inc.  The 'BB+' long-
term counterparty credit and senior unsecured debt ratings on
Toronto, Ontario-based merchant banking and financial services
company, Dundee were affirmed.


EASYLINK SERVICES: Seeking to Restructure $86 Million of Debts
--------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, is seeking to restructure substantially all of
approximately $86.2 million of outstanding indebtedness,
including approximately $10.7 million of capitalized future
interest obligations. The Company is currently in discussions
with holders of its debt relating to the proposed restructuring.
To date, the holders of approximately 70% of this debt have
expressed interest in completing a restructuring on the terms
discussed.

Management seeks to restructure substantially all of the debt.
If all of the debt were successfully eliminated on the currently
proposed terms, the Company would pay approximately $2.0 million
in cash and issue up to 35 million shares of its Class A common
stock, including the shares issued to fund the cash payment. The
number of shares to be exchanged for each class of debt was
determined based on a deemed per share price of between $2.00
and $3.00.

The completion of the restructuring is subject to the
satisfaction of certain conditions, including raising the
capital necessary for the cash restructuring payments;
completing the restructuring by March 31, 2003 unless extended;
restructuring a minimum of 85% of the $86.2 million of debt on
terms similar within each class of debt; complying with
applicable Nasdaq stock market rules in connection with the
shares to be issued pursuant to the restructuring; and entering
into definitive agreements with the creditors holding the debt
subject to this restructuring. The Company is also requesting
creditors to which it owes approximately $775,000 in cash
interest payments to defer these payments pending completion of
the restructuring.

"We are making progress towards our goal of building a debt-free
balance sheet," stated Thomas Murawski, Chief Executive Officer
of EasyLink. "The advantages are many, and include eliminating
substantial cash debt service requirements and reducing the
uncertainty associated with investing in our company. We believe
that a successful restructuring should also assist us in
complying with Nasdaq listing requirements. Investors reacted
favorably to our successful restructurings of an aggregate of
$138 million of debt in 2001. While much remains to be done to
close this restructuring, we believe it is in the interests of
our lenders to help us build a stronger balance sheet and
position our investors and lenders to benefit from the resulting
improved prospects for our company."

In order to meet Nasdaq listing requirements, EasyLink must add
a third independent director to the audit committee of its board
of directors on or before March 31, 2003 and the bid price of
the Company's Class A common stock must close at $1.00 per share
or more for a minimum of 10 consecutive trading days by
March 24, 2003. If EasyLink does not meet these conditions by
these dates, the Company will seek an extension or further
relief from Nasdaq's Staff or appeal to Nasdaq's Listing
Qualifications Panel.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
networks facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com


ENRON CORP: Fee Committee Wants to Hire Two Assistant Analysts
--------------------------------------------------------------
The Enron Fee Committee seeks the Court's authority to retain
Jan Ostrovsky and David B. Hathaway as assistant legal
applications analysts, nunc pro tunc to December 20, 2002.

Jerry Patchan, serving as Chairman of the Fee Committee, reports
to Judge Gonzalez that after Thanksgiving, the Professional
Staff:

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

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

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

      -- Mary Jansing, the Assistant Legal Applications Analyst

worked on reviewing the eleven applications from the First Set
of Fee Applications that had not been heard on December 12,
2002. Mr. Patchan and the Professional Staff worked through the
holidays and are again working long hours trying to get the
Advisory Reports on those applications completed for the
February 6, 2003 hearing.  In spite of the long working hours,
the Professional Staff is unable to gain on the backlog of fee
applications awaiting review or even to avoid falling farther
behind.

The number of billing professionals and the number of fee
applications to be reviewed keeps increasing.  It has become
apparent to the Chairman and the Chief Applications Analyst that
one or two persons should be added to the Professional Staff in
time to assist with the review of the Second Set of Fee
Applications.  Otherwise, the Fee Committee will continue to
fall behind in reviewing fee applications.

Mr. Patchan and the Chief Applications Analyst considered these
qualifications in looking for additional Assistant Legal
Applications Analysts:

  -- the persons should have bankruptcy expertise and
     experience in large bankruptcy cases, but should not be in
     active practice in large cases;

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

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

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

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

The Fee Committee believes Mr. Ostrovsky and Mr. Hathaway meet
these qualification:

  -- they are both available and would like to serve on the
     Professional Staff;

  -- Mr. Ostrovsky has almost 25 years of experience in
     bankruptcy cases, including six years as the U.S. Trustee
     for Region 18;

  -- Mr. Hathaway has 15 years of bankruptcy experience,
     including experience in large Chapter 11 cases;

  -- neither of the two is currently active in large Chapter
     11 practice;

  -- they both work long hours with attention to detail;

  -- they have word processing and other computer skills and
     are compatible with the Chairman and the Professional
     Staff.

At the request of Mr. Patchan, Mr. Ostrovsky and Mr. Hathaway
began in December to acquire the necessary knowledge of the
Enron case and the Fee Committee process to assist with
reviewing fee applications. At this time, Mr. Ostrovsky and Mr.
Hathaway are working with the Mr. Patchan and the Professional
Staff in Haddonfield, New Jersey, where the Fee Committee is
meeting with billing professionals on their Fee Applications.
Moreover, both are starting to review fee applications for the
Second Fee Period.  Mr. Hopkins and Ms. Jansing believe that
working with the Chairman and Professional Staff for two and one
half weeks is the fastest and best way for Mr. Ostrovsky and Mr.
Hathaway to obtain a working knowledge of the Fee Committee's
review process and to integrate into the Professional Staff.  It
is anticipated that in the future, Mr. Klein, Ms. Jansing, Mr.
Ostrovsky and Mr. Hathaway will review most of the fee
applications and draft the Preliminary Advisory Reports on them.
Mr. Hopkins will review some fee applications and draft the
Preliminary Advisory Reports on them, but will devote more time
to supervising the work of the other members of the Professional
Staff and to working with Mr. Patchan on reviewing the
Preliminary Advisory Reports for substance and consistency.

Mr. Patchan reports that the hourly billing rates of Mr.
Ostrovsky and Mr. Hathaway will be $240 per hour, which will be
the same as the hourly billing rate of Ms. Jansing.  The Fee
Committee proposes that Mr. Ostrovsky and Mr. Hathaway 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.

Mr. Patchan contends that the employment of Mr. Ostrovsky and
Mr. Hathaway is in the best interest of the Debtors' estates and
of the case as a whole because it will expedite the Fee
Committee's analysis of the fees and expenses of attorneys and
help ease the burden on the present Professional Staff.

Mr. Ostrovsky and Mr. Hathaway assure the Court they have no
connection with, or interest adverse to, the Debtors, their
creditors or any other party-in-interest, or any of the
professionals whose fees and expenses are subject to approval by
the Court.  Out of an abundance of caution, Mr. Ostrovsky
discloses that his law firm, Crocker Kuno LLC, represented
parties connected to Enron's cases in six instances involving
matters wholly unrelated to the Debtors' bankruptcy cases.
(Enron Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


EOTT ENERGY: Court Scraps Jernigan's Request to Extend Bar Date
---------------------------------------------------------------
Jeffrey Earl Jernigan asks the Court overseeing EOTT Energy
Partners, L.P.'s chapter 11 cases to extend the time to file
proofs of claim to April 7, 2003, pursuant to Rule 6(b) of the
Federal Rules of Civil Procedures, because:

  (a) paperwork for his claim was recently received;

  (b) additional time to conduct discovery is needed;

  (c) additional time to seek and hire legal counsel is needed;

  (d) this issue will be addressed in his personal bankruptcy;
      and

  (e) the Internal Revenue Service and the Court Trustee will
      want to review any claims he might seek against the
      creditor.

Mr. Jernigan informs Judge Schmidt that he attempted to contact
the Debtors' counsel by phone to discuss his request for an
extension but did not receive any return call.

                           *     *     *

Judge Schmidt examined the documents submitted and finds that it
does not conform with the Local Bankruptcy Rules because no
proposed order is attached to the motion.  Accordingly, the
Court strikes the motion from the docket. (EOTT Energy
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EQUUS CAPITAL: S&P Affirms Junk Class B & Class C Note Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class A-2 notes issued by Equus Capital Funding Ltd., an
arbitrage CBO transaction managed by KDP Investment Advisors
Inc.  At the same time, the 'AAA' rating on the class A-1 notes
is affirmed based on a financial guarantee insurance policy
issued by MBIA Insurance Corp. Concurrently, the 'CCC-' rating
on the class B notes is affirmed and removed from CreditWatch,
where it was placed on Nov. 27, 2002 with negative implications.
In addition, the 'CC' rating on the class C notes is also
affirmed. The ratings on the class A-2, B, and C notes were
previously lowered on July 16, 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the July 2002 rating action was taken. These factors
include a continuing par erosion of the collateral pool securing
the rated notes and deterioration in the credit quality of the
performing assets within the pool.

Standard & Poor's notes that $41.5 million (or approximately
19.6%) of the assets currently in the collateral pool come from
obligors rated 'D' or 'SD', and that more than $11 million in
asset defaults have occurred since the July 2002 rating action.
As a result of these asset defaults, the overcollateralization
ratios for the transaction have deteriorated. As of the most
recent monthly trustee report (Dec. 31, 2002), the class A
overcollateralization ratio was at 106.91%, versus the minimum
required ratio of 128% and 112.7% at the time of the July 2002
rating action. The class B and class C ratios were also out of
compliance.

The credit quality of the collateral pool has also deteriorated
since the last rating action. Currently, $13.75 million (or
approximately 8%) of the performing assets in the collateral
pool come from obligors whose ratings are on CreditWatch
negative. Of the performing assets in the pool, $10 million (or
approximately 6%) come from obligors with ratings in the 'CCC'
range.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Equus Capital Funding Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing scenarios and LIBOR paths while
still paying all of the interest and principal due on the notes.
After comparing the results of these cash flow runs with the
projected future default performance of the assets currently in
the collateral pool, Standard & Poor's determined that the
rating previously assigned to the class A-2 notes was no longer
consistent with the credit enhancement available, resulting in
the lowered rating. Standard & Poor's will continue to monitor
the performance of the transaction to ensure that the ratings
assigned to the notes remain consistent with the credit
enhancement available.

          Rating Lowered and Removed from Creditwatch

                   Equus Capital Funding Ltd.

                   Rating
     Class     To           From             Balance (mil $)
     A-2       B-           BB+/Watch Neg    83.416

          Rating Affirmed and Removed from Creditwatch

                    Equus Capital Funding Ltd.

                   Rating
     Class     To           From             Balance (mil $)
     B         CCC-         CCC-/Watch Neg   17

                      Ratings Affirmed

                    Equus Capital Funding Ltd.

               Class     Rating   Balance (mil $)
               A-1       AAA      83.416
               C         CC       6


EXIDE TECHNOLOGIES: Asks Court to Fix April 11 General Bar Date
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the Court to
establish April 11, 2003 at 4:00 p.m. Eastern Time as the last
day to file proofs of claim.

The Debtors intend to file a separate motion establishing a
deadline for filing proofs of claim based on alleged personal
injuries resulting from exposure to contaminants and alleged
property damage associated with contaminants and approving the
scope and manner of the Contaminant Bar Date.  The Debtors seek
to undertake necessary steps to ascertain with finality the
scope and extent of all claims that might be asserted against
their estates, except Contaminant-Related PI Claims and
Contaminant-Related PD Claims

The Debtors will serve, on all known entities holding potential
general claims, notice of the General Bar Date and a proof of
claim form, substantially in the form of Official Form No. 10.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young &
Jones P.C., in Wilmington, Delaware, informs the Court that
establishing April 11, 2003 as the General Bar Date in these
cases will provide those parties wishing to assert General
Claims against any of the Debtors with 60 days' notice.  This
period significantly exceeds the 20 days' notice required for
claims bar dates.

Entities that should file claims on or before the General Bar
Date are:

  A. any entity whose prepetition General Claim against a Debtor
     is not listed in the applicable Debtor's Schedules, Amended
     Schedules or is listed as contingent, disputed or
     unliquidated and that the entity wants to participate in
     the Debtors' Chapter 11 case or share in any distribution
     in these cases;

  B. any entity that believes its prepetition General Claim
     against a Debtor is improperly classified in the Debtors'
     Schedules, Amended Schedules or is listed in an incorrect
     amount and wants to have its General Claim allowed in a
     classification or amount that is different than that shown
     in the Debtors' Schedules or Amended Schedules; and

  C. any entity claiming damages as a result of contract
     rejection.

These entities need not file proofs of claim by the General Bar
Date:

  A. any entity that has already properly filed a proof of claim
     against one or more of the Debtors;

  B. any entity whose claim against a Debtor is not listed as
     contingent, unliquidated or disputed in the Debtors'
     schedules, and that agrees with the nature, classification
     and amount of its claim as identified in the schedules;

  C. any entity whose claim against a Debtor has previously been
     allowed by, or paid pursuant to an order of the Court;

  D. any of the Debtors, including any of the Debtors that hold
     claims against one or more of the Debtors;

  E. any entity whose claim is limited exclusively to a claim
     for repayment by the applicable Debtor of principal,
     interest or any claim based on an equity interest;

  F. any entity whose claim against any of the Debtors is
     limited to an administrative expense of these Chapter 11
     cases under Section 503(b) of the Bankruptcy Code;

  G. any person or entity, other than an indenture trustee,
     seeking to assert a claim for principal and interest due on
     a bond issued by the Debtors; provided, however, that any
     bondholder holding any other type of claim, or alleging
     damages or asserting causes of action based on or arising
     from a bond, must file a proof of claim by the General Bar
     Date; and

  H. any person or entity seeking to assert a claim arising out
     of the Amended and Restated Credit and Guarantee Agreement
     dated September 29, 2000, among the Debtors, the
     Prepetition Agent, the Lenders, and others.

Ms. Jones clarifies that neither the General Bar Date nor the
Contaminant Bar Date will apply to indirect claims against any
of the Debtors related to Contaminant Claims, including
warranty, restitution, conspiracy, contribution, guarantee,
indemnity, or subrogation claims that might be asserted against
any of the Debtors relating to Contaminant Claims.

Any entity holding any interest in any debtor, which interest is
based solely on the ownership of common or preferred stock in a
corporation, a membership interest in a limited liability
company, or warrants or rights to purchase, sell or subscribe to
a security or interest need not file a proof of interest on or
before the General Bar Date; provided, however, that Interest
Holders that wish to assert claims against any of the Debtors
that arise out of or relate to the ownership or purchase of an
Interest, including claims arising out of or relating to the
sale, issuance or distribution of an Interest, must file proofs
of claim on or before the General Bar Date, unless another
exception applies.

The Debtors propose that, pursuant to Rule 3003(c)(2) of the
Federal Rules of Bankruptcy Procedures, any entity that fails to
file a proof of claim by the General Bar Date on account of a
General Claim will be forever barred, estopped and enjoined
from:

    A. asserting any General Claim against any of the Debtors:

       -- that exceeds the amount that is identified in the
          Schedules or Amended Schedules on behalf of the entity
          as undisputed, non-contingent and unliquidated; or

       -- that is of a different nature or a different
          classification than any General Claim identified in
          the Schedules or Amended Schedules on behalf of this
          entity; or

    B. voting on, or receiving distributions under, any plan or
       plans of reorganization in these Chapter 11 cases in
       respect of an Unscheduled Claim, notwithstanding that
       this entity may later discover facts in addition to, or
       different from, those which that entity knows or believes
       to be true as of the General Bar Date, and without regard
       to the subsequent discovery or existence of these
       different or additional facts.

The Debtors propose a comprehensive notice program aimed at
potential holders of General Claims.

The primary component of the proposed notice program is direct
mailed notice.  The Debtors, through their noticing agent,
propose to serve on all entities known to hold prepetition
General Claims:

    -- a notice of the General Bar Date; and

    -- a proof of claim.

The General Bar Date Notice states that proofs of claim must be
filed with the Debtors' claims agent, Bankruptcy Management
Corporation, on or before the General Bar Date.  Ms. Jones
reports the Debtors, through their noticing agent, intend to
mail the General Bar Date Notice Package by first-class United
States mail, postage prepaid, to all known potential holders of
General Claims as soon as possible.  The potential holders will
include:

    -- all holders of claims listed in the Debtors' Schedules;

    -- all counterparties to executory contracts and unexpired
       leases listed in the Debtors' Schedules or Amended
       Schedules;

    -- the District Director of Internal Revenue for the
       District of Delaware;

    -- the Securities and Exchange Commission;

    -- the taxing and other regulatory entities for the
       jurisdictions in which the Debtors do business;

    -- all entities that have requested notices in these cases
       pursuant to Bankruptcy Rule 2002 as of the date of the
       General Bar Date Order;

    -- equity security holders;

    -- all other entities listed on the Debtors' matrix of
       creditors except holders of claims that are not General
       Claims;

    -- all persons who have served as an officer or director of
       the Debtors in the 2 years preceding the Original
       Petition Date or the Additional Petition Date;

    -- the Attorney General of the United States, the Attorneys
       General of all 50 States, as well as the equivalent
       officials in the District of Columbia and Puerto Rico;
       and

    -- pursuant to Local Rule 2002-1(e), the counsels of these
       entities, if any.

A notice of the General Bar Date will be published in these
national newspapers:

    A. once in the global edition of The Wall Street Journal;

    B. once in the national weekday edition of The New York
       Times;

    C. Bankruptcy Management Corporation's website for these
       Chapter 11 Cases.

For any General Claim to be validly and properly filed, a signed
original of a completed Proof of Claim Form, together with any
accompanying supporting documents and information required by
the form, must be delivered to the Debtors' claims agent at the
address identified on the General Bar Date Notice so as to be
received no later than 4:00 p.m. Eastern Time on April 11, 2003.
All filed proofs of claim on account of General Claims must:

    -- conform with the Proof of Claim Form; and

    -- provide the documents and information required by the
       Proof of Claim Form or Official Form No. 10, as
       applicable.

The Debtors propose that properly completed proofs of claim be
submitted in person or by courier service, hand delivery, or
mail.  Proofs of claim submitted by e-mail or facsimile will not
be accepted.  Proofs of claim will be deemed filed when actually
received by the Debtors' claims agent.

The Debtors also propose that all entities asserting General
Claims against more than one Debtor is required to file a
separate Proof of Claim Form with respect to each Debtor.  If
entities are permitted to assert General Claims against more
than one Debtor on a single proof of claim, it may become
administratively unworkable for the Debtors' claims agent to
maintain separate claims registers for each Debtor.  Likewise,
entities asserting General Claims should be required to identify
on each Proof of Claim Form the particular Debtor against which
their claim is asserted.  In the absence of this requirement,
the Debtors would be forced to contact each claimant asserting
General Claims against multiple Debtors to determine which
Debtor a claim is property asserted against, and then object to
the balance of the claim, slowing the claims process while
increasing costs to both the Debtors and the claimants.
Moreover, this requirement is not unduly burdensome on
claimants, since those entities will, or should, know the
identity of the Debtor against which they are asserting a claim.
(Exide Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FANSTEEL: Hires Standard Industrial as Sarasota Asset Liquidator
----------------------------------------------------------------
Fansteel Inc., Escast, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Standard Industrial Machinery Co.,
Inc., as Liquidator for Escast's asset sale located at Sarasota,
Florida facility.

Fansteel and Escast are concurrently selling at auction certain
machinery and equipment located at the Sarasota Facility.
Fansteel and Escast have determined that the services of a
liquidator are essential if Escast is to maximize the value of
these assets for the benefit of its creditors.

Accordingly, Fansteel and Escast seek to employ Standard
Industrial to:

     a. identify prospective buyers, preparing information
        packages, and marketing the designated M&E to potential
        buyers;

     b. negotiate and closing the sales of the M&E to buyers;
        and

     c. store and sell any remaining M&E at Standard's
        facility located in Oxford, Alabama.

Standard Industrial will receive 30% of the cash payment
received by Escast for any M&E sold by Standard Industrial.
Fansteel and Escast want to pay Standard these fees directly
from the proceeds of the sales of the M&E, without further order
of this Court.

Fansteel Inc., a specialty metal manufacturer of engineered
metal components and tungsten carbide products, filed for
chapter 11 protection on January 15, 2002. Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl Young & Jones, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $64,805,176 in
total assets and $91,585,665 in total debts.


FAST FERRY: UST Schedules Creditors' Meeting for February 28
------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Fast Ferry I Corp., and Fast Ferry II Corp.'s creditors on
February 19, 2003 at 10:00 a.m., in Suite 1401 at One Newark
Center in Newark New Jersey.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

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


FOAMEX: Names Andrew Thompson as EVP, Technical Products Group
--------------------------------------------------------------
Foamex International Inc. (NASDAQ:FMXI), the leading
manufacturer of flexible polyurethane and advanced polymer foam
products in North America, announced that Andrew Thompson,
Senior Vice President, Research & Development, has been promoted
to the Executive Vice President of Foamex's Technical Products
Group, effective immediately.

He will continue to oversee the Company's R&D efforts. Mr.
Thompson will report to Thomas Chorman, President and Chief
Executive Officer of Foamex.

Thomas Chorman, President and Chief Executive Officer of Foamex
said: "We are very pleased Andy has agreed to take on these
additional responsibilities for Foamex. An industry veteran and
innovative product developer, Andy's expertise in the
polyurethane arena has been and will continue to be of great
value to Foamex as we look to improve and increase the scope of
products that we currently offer our customers."

Mr. Thompson, 38, has been with Foamex since January of 2000 and
was most recently Senior Vice President, Research & Development
of Symphonex. Mr. Thompson is responsible for managing Foamex's
research and development organization, intellectual property
strategy and maintenance, technical resource and customer
interface, and product stewardship. His areas of expertise
include polyurethane foam applications, polyurethane raw
materials and processing and molded foam compositions,
processing and uses.

Prior to joining Foamex, Mr. Thompson spent 10 years at
Lyondell/ARCO Chemical where he held various positions in
polyurethane-related areas. In addition to technical
responsibilities, Mr. Thompson directed research and development
activities in the area of automotive seating applications and
microcelluar elastromer for footwear applications, including
commercialization activities in China.  Mr. Thompson holds 12
U.S. patents in polyurethane technologies.

As previously announced, the proposed public offering of
Symphonex, which included Foamex's Technical Products Group and
Foamex Asia, has been deferred indefinitely and the Company has
restructured this organization back into its original
businesses. Virginia Kamsky, former Chairman and Chief Executive
Officer of Symphonex, has resigned as an employee of the Company
in order to devote full time to her company, Kamsky Associates
(KAI), the oldest advisory and direct investment firm in Beijing
with extensive ties to the People's Republic of China, Korea,
Japan and the rest of Asia. KAI has been responsible for
assisting in concluding approximately $7 billion in
transactions. Ms. Kamsky will remain on the Foamex Board of
Directors.

Stephen P. Scibelli formerly President and Chief Operating
Officer of Symphonex will remain President of Foamex Asia and
will continue to reside in Bangkok, Thailand. Mr. Scibelli will
be responsible for the continued successful growth of Foamex's
overseas operation.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

At September 29, 2002, Foamex's balance sheet shows a total
shareholders' equity deficit of about $157 million, as compared
to a deficit of about $181 million at December 31, 2001.


FREESTAR TECHNOLOGIES: Inks $7.5MM Equity Funding Agreement
-----------------------------------------------------------
FreeStar Technologies, Inc., (OTCBB: FSTI) signed a $7.5 million
equity funding agreement with a[n unidentified] category leading
domestic investment fund.

The Term Sheet, which was negotiated in December 2002 and
executed by the parties on January 9th 2003, provides for
FreeStar to put $7.5 million of the Company's common stock to
the Investor over the next 24 months. The underlying Agreement
is subject to effective registration with the Securities and
Exchange Commission covering the resale of the shares and will
be filed within the next five working days.

Under the terms of the agreement, FreeStar has the right but not
the obligation to draw under the commitment only upon the
effectiveness of a registration statement.

Paul Egan, President and Chief Executive Officer of FreeStar,
stated, "We are very pleased to have reached this understanding.
It is reassuring to have access to adequate resources to
capitalize on any commercial opportunities which may arise. We
welcome the funding commitment and recognize that it is a vote
of confidence in our business model."

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

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


GAP INC: Board Approves Quarterly Dividend Payable on March 17
--------------------------------------------------------------
Gap Inc.'s (NYSE:GPS) Board of Directors voted a quarterly
dividend of $0.0222 per share payable on March 17, 2003, to
shareholders of record at the close of business on Feb. 28,
2003.

As previously reported, the outlook on Gap Inc., was revised to
negative from stable. The 'BB+' long-term and 'B' short-term
corporate credit ratings on the company were also affirmed. The
outlook revision was based on continuing negative sales
trends in the company's Old Navy and Gap divisions.

The ratings on the San Francisco, California-based company
reflect management's challenge to improve business fundamentals
in its three brands in an industry that will continue to
experience intense competition, and to improve its weakened
credit protection measures. These factors are partially offset
by the company's strong business position in casual apparel, its
geographic diversity, and strong cash flow before capital
expenditures.


GENUITY: Earns Nod to Hire Ropes & Gray as Bankruptcy Attorneys
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained permission from
the Court to employ and retain the firm of Ropes & Gray, as of
the Petition Date, to represent the Debtors as their bankruptcy
counsel in connection with the filing of their Chapter 11
petitions and the prosecution of their Chapter 11 cases.

With the Court's approval, Ropes & Gray will render various
services to the Debtors including:

   A. advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation 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 case, 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 of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning litigation in which
      the Debtors may be involved and objections to claims filed
      against the estates;

   D. prepare on behalf of the Debtors motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estates;

   E. negotiate and prepare on the Debtors' behalf plans of
      reorganization, disclosure statements and related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of these
      plans;

   F. advise the Debtors in connection with any sale of assets,
      including, in particular, the proposed sale of
      substantially all of the Debtors' assets to an affiliate
      of Level 3 pursuant to the Asset Purchase Agreement dated
      November 27, 2002;

   G. appear before this Court, any appellate courts, and the
      U.S. Trustee and protect the interests of the Debtors'
      estates before these courts and the U.S. Trustee; and

   H. perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 cases.

Pursuant to the Engagement Agreement, Ropes & Gray will be
providing professional services to the Debtors under its normal
hourly rates for matters of the type on which Ropes & Gray will
be representing the Debtors, less a negotiated discount, plus
disbursements and charges.  The Engagement Agreement provides
that no discount will apply for work performed in calendar 2003
and thereafter. Presently, Ropes & Gray's hourly rates range
from:

      Partners                         $385-605
      Associates                       $210-425
      Legal Assistants                  $80-180

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


GERLING GLOBAL: A.M. Best Withdraws B- Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co., withdrew its B- (Fair) financial strength rating
and assigned an NR-3 rating (Rating Procedure Inapplicable) to
New York-based Gerling Global Reinsurance Corporation of
America, and its subsidiary, Constitution Insurance Company.

This rating action was taken following Gerling Konzern Globale
Ruckversicherung's (GGRC's parent company) request to withdraw
its U.S. subsidiaries from the interactive rating process.


GOLDMAN SACHS: S&P Hatchets Class B Note Rating to Low-B Level
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Goldman Sachs Asset Management CBO
Ltd., an arbitrage CBO transaction managed by Goldman Sachs
Asset Management and removed them from CreditWatch negative. The
rating on the class B notes was previously lowered on May 16,
2002.

The current rating actions reflect factors that have negatively
affected the credit enhancement available to support the notes
since the rating assigned to the class B notes was lowered in
May 2002. These factors include continuing par erosion of the
collateral pool securing the rated notes and a negative
migration in the credit quality of the performing assets in the
pool.

Standard & Poor's noted that as a result of asset defaults and
defaulted sales at distressed prices during recent months, the
transaction's overcollateralization ratios have deteriorated. As
of the most recent available monthly trustee report (Jan. 3,
2003), the class A par value test was at 119.81%, versus the
minimum required ratio of 123.0%, and compared to a ratio of
126.69% at the time of the May 2002 rating action. The class B
par value test was at 103.66%, versus the minimum required ratio
of 110.30%, and compared to a ratio of 110.15% at the time of
the May 2002 rating action. Currently, 8.49% of the assets in
the collateral pool come from obligors rated 'D' or 'SD' by
Standard & Poor's.

The credit quality of the collateral pool has also deteriorated
since the previous rating action. Currently, $31.38 million (or
approximately 10.50%) of the performing assets in the collateral
pool come from obligors with ratings in the 'CCC' range, and
$43.88 million (or approximately 14.67%) of the performing
assets come from obligors with ratings on CreditWatch negative.

As part of its analysis, Standard & Poor's reviewed the results
of recent cash flow runs generated for Goldman Sachs Asset
Management CBO Ltd. to determine the level of future defaults
the rated tranches can withstand under various stressed default
timing and interest rate scenarios, while still paying all of
the interest and principal due on the notes. When the results of
these cash flow runs were compared with the projected default
performance of the performing assets in the collateral pool, it
was determined that the ratings assigned to the class A and B
notes were no longer consistent with the amount of credit
enhancement available.

     Ratings Lowered and Removed from Creditwatch Negative

    Goldman Sachs Asset Management CBO Ltd./Goldman Sachs
                   Asset Management CBO Corp.

                 Rating
     Class     To        From           Current Balance (Mil. $)
     A         AA        AAA/Watch Neg       256.415
     B         BB        BBB-/Watch Neg      40.0


HIGHWOODS PROPERTIES: Board Declares Quarterly Cash Dividends
-------------------------------------------------------------
Highwoods Properties' (NYSE:HIW) Board of Directors declared a
cash dividend of $0.585 per share of common stock for the fourth
quarter ended December 31, 2002, which equates to an annual
dividend of $2.34 per share, and is payable on February 24,
2003, to shareholders of record as of February 10, 2003.

The Board also declared a cash dividend of $21.5625 per share of
Highwoods Properties Series A Cumulative Redeemable Preferred
Stock. The dividend is payable on February 28, 2003, to
shareholders of record as of February 17, 2003.

The Board also declared a cash dividend of $0.50 per share of
Highwoods Properties Series B Cumulative Redeemable Preferred
Stock. The dividend is payable on March 17, 2003, to
shareholders of record as of March 3, 2003.

Additionally, the Board declared a cash dividend of $0.50 per
Depositary Share each representing 1/10 of an 8 percent Series D
Cumulative Redeemable Preferred Share. The dividend is payable
on April 30, 2003, to shareholders of record as of April 1,
2003.

Highwoods also announces that its Annual Meeting of Stockholders
will be held on Monday, May 19, 2003 at 11:00 a.m. Eastern Time
at the Marriott Raleigh Crabtree Valley, 4500 Marriott Drive, in
Raleigh, North Carolina. The record date for the Annual Meeting
of Stockholders is March 11, 2003.

Highwoods Properties, Inc., whose preferred share rating is
affirmed by Standard & Poor's at BB+, is a fully integrated,
self-administered real estate investment trust that provides
leasing, management, development, construction and other
customer-related services for its properties and for third
parties. The Company currently owns or has an interest in 589
office, industrial, retail and service center properties
encompassing approximately 46.9 million square feet, including 9
development projects encompassing approximately 1.1 million
square feet. Highwoods also owns approximately 1,250 acres of
development land. Highwoods is based in Raleigh, North Carolina,
and its properties and development land are located in Florida,
Georgia, Iowa, Kansas, Missouri, North Carolina, South Carolina,
Tennessee and Virginia. For more information about Highwoods
Properties, please visit the Company's Web site at
http://www.highwoods.com


HYSEQ PHARMACEUTICALS: Shareholders Approve Variagenics Merger
--------------------------------------------------------------
Hyseq Pharmaceuticals, Inc., (Nasdaq: HYSQ) and Variagenics,
Inc., (Nasdaq: VGNX) have received approval from their
respective shareholders for the merger of the two companies. The
companies anticipate closing the merger on January 31, 2003.

As a result of the merger, Variagenics shareholders will receive
1.6451 shares of Hyseq stock in exchange for each Variagenics
share.

The combined company will be named Nuvelo, Inc. and will begin
trading under its new name and Nasdaq symbol, NUVO, on
February 3, 2003.

     2002 Year End Results and Conference Call Information

Hyseq will announce its fourth quarter and 2002 results on
February 24, 2003 and will hold a corresponding conference call
at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss
the year end results as well as the strategy and focus of the
combined company, Nuvelo.

Hyseq Pharmaceuticals, Inc., is engaged in research and
development of novel biopharmaceutical products from its
collection of proprietary genes discovered using its high-
throughput screening-by-hybridization platform. This platform
provided a significant advantage in discovering novel, rarely-
expressed genes, and assembly of one of the most important
proprietary databases of full-length human gene sequences.
Hyseq intends to further elucidate the physiological roles of
its proprietary novel genes.  Hyseq's database includes genes
which encode a number of therapeutically important classes of
molecules including chemokines, growth factors, stem cell
factors, interferons, integrins, proteases, hormones, receptors,
and other potential protein therapeutics or drug targets.
Information about Hyseq is available at http://www.hyseq.com

At September 30, 2002, Hyseq recorded a working capital deficit
of about $3.1 million.

Variagenics, Inc., develops molecular diagnostic tests by
identifying genetic markers associated with response to cancer
therapies, with the goal of optimizing patient care. The Company
analyzes genetic variation, including single nucleotide
polymorphisms, haplotypes, loss of heterozygosity, and
expression levels in normal and tumor cells. Variagenics is
developing molecular diagnostic tests through both
biopharmaceutical collaborations and its own internal research
programs. For more information, please visit the Company's Web
site at http://www.variagenics.com


I2 TECH: S&P Places B Corporate Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate
credit and other ratings of i2 Technologies Inc. on CreditWatch
with negative implications, following the Dallas, Texas-based
company's decision to re-audit its financial statements for 2000
and 2001. The re-audit follows allegations about i2's revenue
recognition with respect to certain customer contracts.

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

i2, a provider of software and services focused on the supply
chain and procurement sectors, had about $540 million of lease-
adjusted debt as of September 2002.

"We will review the Credit Watch listing following the
completion of i2's re-audit, which the company hopes to complete
in time to file its 2002 10-K on schedule," said Standard &
Poor's credit analyst Emile Courtney.

The company has experienced depressed license revenues and high
cash usage rates following a severe spending slowdown in the
company's software markets.


INTEGRATED HEALTH: Court Approves Sale of IHS Horizon Durham
------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained Court approval of the sale of IHS Horizon Durham to
Durham Healthcare Investors Inc.

The salient provisions of the Sale Contract are:

-- Purchase Price: $3,000,000

-- Payment: $150,000 of the Purchase Price is to be paid by the
   Durham Investors to Jenkens & Gilchrist Parker Chapin LLP,
   as escrow agent by Durham Investors' Acceptable Check.  The
   remaining $2,850,000 is to be paid by Durham Investors to the
   Escrow Agent by Acceptable Check or wire transfer of
   immediately available funds upon delivery of the Deed.

-- Liens: The Sale of the Property and Facility Transfer will be
   free and clear of the Liens, if any, but will be subject to
   the Permitted Encumbrances.

-- Closing: The Deed will be delivered by the Debtors to Durham
   Investors, or other successful bidder at the Auction,
   simultaneously with the closing under the Transfer Agreement
   and upon the receipt by the Escrow Agent of the balance of
   the Purchase Price.  The Closing Date will be the last
   business day of the month in which the Sale Order has become
   a final non-appealable order, but, time being of the essence,
   in no event will the Closing Date occur later than 270 days
   from date of execution of the Sale Contract.

-- Break-Up Fee: If Durham Investors is not the successful
   bidder at the Auction, the Seller agrees to pay to Durham
   Investors a $90,000 Breakup Fee.

On the other hand, the Transfer Agreement:

-- provides for the transfer of all of the Facility's inventory,
   resident lists and records, furnishings, fixtures, equipment
   and supplies located at the Facility, and the Facility's
   Resident Trust Funds, without recourse, representation or
   warranty, except as specifically set forth in the Transfer
   Agreement, to the extent that each of the foregoing is
   transferable under applicable law;

-- provides for the procedures applicable to the hiring of the
   Facility's employees;

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

-- governs the procedure for the assumption and assignment, if
   any, of various unexpired vendor and service contracts
   related to the Facility's operations; and

-- governs the procedures for the assumption and assignment, if
   any, of the Facility's Medicare and Medicaid reimbursement
   provider agreement. (Integrated Health Bankruptcy News, Issue
   No. 49; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART: Receives Court Approval for $2 Billion in Exit Financing
---------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) received bankruptcy court
approval for the $2 billion in exit financing from GE Commercial
Finance, Fleet Retail Finance Inc., and Bank of America, N.A.
This credit facility, which will be secured by inventory, would
replace the Company's current $2 billion debtor-in-possession
(DIP) facility on the effective date of Kmart's Plan of
Reorganization. The financing is subject to the satisfaction of
customary conditions to closing and would be available to Kmart
to help meet its ongoing working capital needs, including
borrowings for seasonal increases in inventory.

Kmart also received court approval for its plan to close up to
318 stores, as well as a distribution center in Corsicana,
Texas. Wednesday, rent concession negotiations were completed on
the store located in Mill Hall, PA which will now remain open. A
second store, in Chesterfield Township, MI, may remain open
pending the outcome of ongoing negotiations for rent reductions.
The store closing program is intended to enhance the Company's
financial and operating performance by allowing it to further
reduce costs, improve cash flow, streamline distribution and
focus its resources more efficiently. Kmart will continue to
operate more than 1,500 stores in convenient locations across
the United States, the Caribbean and Guam.

The number of closing stores was reduced from the 326 announced
on January 14, 2003, as a result of the completion of successful
lease negotiations with landlords at nine stores. The nine store
locations (three Kmart SuperCenters and six Kmart stores) that
will remain open are:

     Kmart SuperCenter
     500 Carson Town Center
     Carson, CA

     Kmart SuperCenter
     6780 West Washington
     Indianapolis, IN

     Kmart
     3083 Miller Road
     Flint, MI

     Kmart
     1 Millbrook Plaza
     ill Hall, PA

     Kmart
     1000 Nutt Road
     Phoenixville, PA

     Kmart
     Ave Jesus T Pinero 4010
     Cayey, PR

     Kmart
     4565 South First Street
     Abilene, TX

     Kmart SuperCenter
     3901 Holland Road
     Virginia Beach, VA

     Kmart
     151 Easy Street
     Wenatchee, WA

The closing stores will continue to remain open pending
completion of inventory clearance sales, which are expected to
begin January 30. The store closing process is expected to last
approximately 10 to 12 weeks. The distribution center is slated
to close in March.

Julian Day, President and Chief Executive Officer of Kmart,
said, "We are pleased that key elements of our emergence plan --
the $2 billion exit financing, the DIP amendment and the closing
of underperforming stores -- were approved by the bankruptcy
court. While closing underperforming stores is critical to
enhancing the Company's financial and operating performance, we
regret the negative impact this action will have on the affected
associates, families, customers and communities. We are
continuing to move forward on a timetable that would allow Kmart
to complete its reorganization and emerge from Chapter 11 by
April 30, 2003. We look forward to putting the costs and
distractions of bankruptcy behind us so that we can focus on
serving our customers in more than 1,500 stores in over 570
markets."

The Bankruptcy Court also approved an amendment to Kmart's DIP
credit facility that permits the additional store closings and
adjusts the covenant pertaining to the Company's cumulative
EBITDA (earnings before interest, taxes, depreciation and
amortization) over specified periods to provide the Company with
additional flexibility going forward.

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.


KMART: S&P Sees No Immediate Ratings Impact from Store Closings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that, on the basis of
its preliminary review, it does not appear that any of the Kmart
store closures will have an immediate impact on the ratings
assigned to the related CMBS transactions.

In its Jan. 13, 2003 announcement, Kmart Corp., said that it
would be closing 326 stores. This is in addition to last March's
announcement of the 284 stores that Kmart intended to close. Of
the 60 Kmart-related transactions rated by Standard & Poor's, 48
transactions and 65 loans were the direct result of the 2003
announcement.

Standard & Poor's has identified and is reviewing 60
transactions consisting of 96 loans based on their cumulative
exposure to the Kmart store closings announced in 2002 and 2003.
Of the transactions under review, it appears that 12
transactions have enough exposure that could result in some
potential risk to the existing ratings.

In most cases, there are sufficient credit enhancement levels in
the rated classes to support moderate losses if the respective
Kmarts were to be liquidated, while in other instances ratings
were previously adjusted in anticipation of the Kmart store
closures. Most recently, in late 2002, ratings were lowered on
three classes of the Chase 2000-C1 transaction due to concerns
about the largest retail loan, whose property is now REO, and
which has Kmart as an anchor. Kmart indicated in its January 13
announcement that this store is one of the 326 stores that will
be closing. As a result, the special servicer expects losses
following its liquidation. Rating adjustments on other
transactions may occur if stores are unable to be re-tenanted,
become delinquent and/or liquidated at significant losses.

Standard & Poor's has seen Kmart liquidations (especially those
properties where Kmart is the sole tenant) with losses of around
50% of the loan balances. If a loan supported by a stand-alone
Kmart becomes delinquent and the prospects for re-tenancy are
not good, Standard & Poor's will likely stress the loan at or
around these loss levels.

Standard & Poor's will continue to monitor the loan performance
of the Kmart collateral and make rating adjustments, if any, as
necessary.


KMART CORP: Offers $1 Million Salary to New CEO Julian C. Day
-------------------------------------------------------------
On January 19, 2003, Kmart announced it promoted its President,
Julian C. Day, to the additional post of Chief Executive
Officer, succeeding James B. Adamson.  Kmart entered into a term
sheet with Mr. Day setting forth the amended and restated terms
of his employment agreement.  The salient provisions of the Term
Sheet are:

A. Effective Date; Term

   January 17, 2003 until January 31, 2006

B. Titles

   Mr. Day will be the Chief Executive Officer and President of
   Kmart Corporation.  However, the title of president will be
   given to a suitable hire if found.  Mr. Day will report
   directly to Kmart's Board of Directors while all other
   executive officers will report to him.

C. Compensation and Benefits

   (a) Base Salary

       $1,000,000 per year

   (b) Annual Incentive

       For 2003 fiscal year, Mr. Day will receive an annual
       bonus at discretion of a post-Emergence Compensation
       Committee of Kmart.  For subsequent fiscal years, the
       annual bonus opportunity will be expressed as a
       percentage of Mr. Day's Base Salary, based on his
       achievement against the performance criteria which is
       included in business plan approved in connection with
       Kmart's reorganization plan:

           Performance as % of Target    Bonus as % of Salary
           --------------------------    --------------------
                  Below 75%                        0
                        75%                       50%
                       100%                      100%
                       200%                      200%
                       300% or more              400%

       For the fiscal year 2004, the target is $400,000,000
       EBITDA.

       Mr. Day is also eligible to participate in any other
       long-term cash-based incentive programs that Kmart may be
       established for its senior executives;

   (c) Equity Incentives

       -- Mr. Day receives an initial equity grant with a
          10-year option on 1.5% of fully diluted equity when
          Kmart emerges from bankruptcy:

             (i) The option price for 2/3 of grant is based on a
                 $1,000,000,000 valuation; and

            (ii) The option price for remaining 1/3 of grant is
                  based on a $2,000,000,000 valuation.

          The grant includes customary equitable adjustment
          provisions, including stock splits.  He has the option
          to vest ratably over 4 years;

       -- In case of his death or termination, Mr. Day is
          entitled to severance and a portion of the stock
          option that would have vested within next 24 months
          will immediately vest.  The vested option remains
          exercisable for 2 years.  Nevertheless, Kmart reserves
          the right to repurchase stock at the time of exercise
          at market price; and

       -- Mr. Day is also eligible to participate in any equity-
          based incentive programs that Kmart may establish for
          its senior executives; and

   (d) Emergence Payment

       Mr. Day is entitled to a $1,000,000 bonus at the time
       Kmart emerges from bankruptcy.

D. Perquisites

   Mr. Day may use the company aircraft for business purposes
   and, if necessary for security, personal purposes.  No tax
   gross-ups will be imposed on this benefit.  Any personal use
   of aircraft, however, will be reimbursed by Mr. Day based on
   applicable tax rates.

E. Severance

   Mr. Day will be eligible to severance payment in the event:

   * of death;

   * of termination without cause or because of a constructive
     termination; or

   * the employment agreement is not renewed;

   in each case subject to an execution of a mutual release by
   and among the parties.

   The Severance Payment will consist of:

   (a) Lump sum cash severance equal to three times base salary
       if termination is prior to February 1, 2004; otherwise,
       two times base salary;

   (b) Prorated annual bonus for the year in which termination
       occurs, based on actual performance for the entire year;

   (c) Balance of any incentives earned but not paid;

   (d) Additional vesting of initial option grant;

   (e) Continued participation in welfare benefit plans for
       three years if termination is prior to February 1, 2004;
       otherwise, for two years; and

   (f) If termination is pre-Emergence, entitled to Emergence
       Payment at Emergence;

F. Restrictive Covenants

   (a) with respect to Mr. Day:

       * Non-competition and non-solicitation covenants for two
         years after his termination; and

       * perpetual confidentiality and cooperation covenants;
         and

   (b) Both Kmart and Mr. Day:

       * perpetual non-disparagement covenant;

G. Administrative Liability Cap

   The cap on claims by Mr. Day, in the event Kmart does not
   reorganize as a stand-alone business enterprise, will be
   equivalent to the claims that he would have been allowed
   under his existing contract.

A full-text copy of the Term Sheet is available for free at:


http://www.sec.gov/Archives/edgar/data/56824/000095017203000197/0000950172-0
3-000197.txt

Mr. Day's compensation arrangement is similar to packages
offered by other troubled companies to their CEOs:

   * WorldCom CEO Michael Capellas was offered a $1,500,000
     salary and a $2,000,000 signing bonus as well as a
     $20,000,000 bonus if WorldCom emerges from bankruptcy.

   * Glenn Tilton, United Airlines' CEO, gets $950,000 a year in
     base pay and received a $3,000,000 signing bonus.  Mr.
     Tilton was hired three months before United Airlines filed
     for bankruptcy.

   * Allen Questrom at J.C. Penney is paid $1,350,000 annually
     and earned a $1,897,000 bonus in 2001.  In Mr. Questrom's
     last year at Federated Department Stores in 1995, he was
     paid $2,000,000.

   * Roger Farah won the retail executive compensation lottery
     in 1994 in connection with Federated's acquisition of R.H.
     Macy.  Mr. Farah was paid roughly $14 million during his
     couple-of-month tenure after Macy plucked Mr. Farah from
     Federated, Federated acquired Macy, and Federated
     terminated Mr. Farah's employment agreement. (Kmart
     Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)

DebtTrader reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing/


L-3 COMMS: Fourth Quarter 2002 Results Reflect Strong Growth
------------------------------------------------------------
L-3 Communications (NYSE:LLL) announced results for the fourth
quarter ended December 31, 2002, reflecting strong growth in
sales, operating income, and diluted earnings per share compared
to the fourth quarter of 2001.

For comparative purposes, the company's consolidated and segment
results for the fourth quarter of 2001 discussed in this release
have been adjusted to reflect the impact of Statement of
Financial Accounting Standards (SFAS) No. 142, Accounting for
Goodwill and Other Intangible Assets, by adding back $10.7
million to operating income, $8.9 million to net income, and
$0.10 per diluted share for the goodwill amortization expense
recorded in the 2001 fourth quarter.

For the 2002 fourth quarter, sales were $1,305.6 million, an
increase of $599.8 million, or 85.0%, over sales of $705.8
million in the fourth quarter of 2001. Sales grew $237.4
million, or 33.6%, excluding the increase in sales from acquired
businesses of $362.4 million. Pro forma sales for the 2002
fourth quarter would have been $1,353.4 million, an increase of
16.9% over pro forma sales for the 2001 fourth quarter of
$1,157.7 million.

Operating income for the 2002 fourth quarter increased 52.3% to
$157.6 million from $103.5 million for the fourth quarter of
2001. As expected, operating income as a percentage of sales for
the 2002 fourth quarter was 12.1% compared to 14.7% for the
fourth quarter of 2001. As expected, this decrease primarily
reflects lower sales of commercial aviation and commercial
communication products, as well as lower margins from recently
acquired businesses.

Free cash flow for the fourth quarter of 2002 was approximately
$33.0 million, a decrease of $39.1 million, compared to free
cash flow of $72.1 million for the 2001 fourth quarter. The
decrease in free cash flow for the 2002 fourth quarter includes
the liquidation, which was expected, of $77.1 million of
customer advances that the company received on a contract in the
third quarter of 2002. Earnings before interest, taxes,
depreciation and amortization (EBITDA) increased to $179.3
million from $114.8 million for the 2001 fourth quarter.

Net income for the fourth quarter of 2002 increased 49.2% to
$79.8 million compared to net income of $53.5 million in the
fourth quarter of 2001.

For the fourth quarter of 2002, diluted shares outstanding
increased 17.7% to 104.6 million from 88.9 million in the 2001
fourth quarter, principally reflecting the company's public
offering of 14.0 million shares of common stock, effective
June 28, 2002. Shares outstanding for all periods have been
restated to reflect the company's two-for-one stock split on
May 20, 2002.

At December 31, 2002, the company had $134.9 million in cash,
compared to $361.0 million at December 31, 2001. Total debt was
$1,850.0 million at December 31, 2002 compared to $1,325.0
million at December 31, 2001. Total debt as a percentage of book
capitalization decreased from 51% at December 31, 2001 to 45% at
December 31, 2002, reflecting the $1.7 billion of acquisitions
completed by the company during the year ended December 31, 2002
and the debt and equity offerings that were completed in June
2002. Additionally, shareholders' equity increased to $2,202.2
million on December 31, 2002, an increase of $988.3 million from
$1,213.9 million at December 31, 2001.

For the 2002 fourth quarter, the company received funded orders
of $1,355.9 million, an increase of 80.3% over funded orders of
$751.9 million for the fourth quarter of 2001. At December 31,
2002, funded backlog was $3,228.6 million, an increase of 87.8%
over funded backlog of $1,719.3 million at December 31, 2001.

"We ended the year with another fine fourth quarter
performance," said Frank C. Lanza, chairman and chief executive
officer of L-3 Communications. "The company's Secure
Communications and Intelligence, Surveillance and Reconnaissance
(ISR) operations were very strong during the quarter, along with
our Security and Detection Systems, simulation and training and
other defense products. Commercial aviation and communications
products continued to be weak due to declines in those industry
sectors."

                     Full Year Results

For the year ended December 31, 2002, sales increased 70.9% to
$4,011.2 million from $2,347.4 million for the year ended
December 31, 2001. Sales grew $347.4 million, or 14.8%,
excluding the increase in sales from acquired businesses of
$1,316.4 million. Pro forma sales for the year ended
December 31, 2002 would have been $4,699.1 million, an increase
of 13.5% over pro forma sales for 2001 of $4,139.6 million.

Operating income for 2002 increased 42.9% to $454.0 million
compared to operating income of $317.6 million for 2001.
Operating margin for 2002 declined to 11.3% from 13.5% for 2001.
As expected, this decrease primarily reflects lower sales of
commercial aviation and commercial communication products, as
well as lower margins from recently acquired businesses.
Additionally, operating income for 2002 includes a charge of
$3.0 million for the settlement in June 2002 of certain
litigations assumed in an acquisition completed in 1999, and a
foreign currency-related net loss of $1.5 million. Results for
the year ended December 31, 2001 discussed in this release have
been adjusted for SFAS No. 142 to add back $42.3 million to
operating income, $33.9 million to net income, and $0.40 per
diluted share, for the goodwill amortization expense recorded in
2001.

For the year ended December 31, 2002, income before
extraordinary items and the cumulative effect of a change in
accounting principle was $212.4 million, an increase of 42.2%
over net income of $149.4 million for 2001. For the year ended
December 31, 2002, diluted earnings per share before
extraordinary items and the cumulative effect of a change in
accounting principle was $2.29 per share compared to $1.87 for
2001, an increase of 22.5%.

Net income for 2002 of $178.1 million, includes an extraordinary
loss of $9.9 million for the early extinguishment of debt in the
second quarter of 2002, and a charge of $24.4 million, or $0.25
per diluted share, for the cumulative effect of a change in
accounting principle for goodwill impairment recorded effective
as of January 1, 2002 in connection with the adoption of SFAS
142. The company's net income of $149.4 million for 2001
includes a net gain of $0.4 million comprised of an after-tax
gain of $4.3 million on the sale of a 30% interest in the
company's Aviation Communications and Surveillance Systems
business to Thales Avionics, which was largely offset by a $3.9
million after-tax write-down in the carrying value of an
investment.

For the year ended December 31, 2002, diluted shares outstanding
increased 14.1% to 97.4 million from 85.4 million in the year
ended December 31, 2001, principally reflecting the company's
public offering of 14.0 million shares of common stock,
effective June 28, 2002, and the company's sale of 9.2 million
shares of common stock, effective May 2, 2001. Shares
outstanding for all periods have been restated to reflect the
company's two-for-one stock split on May 20, 2002.

Free cash flow for 2002 was approximately $260.0 million, an
increase of $133.9 million compared to $126.1 million for 2001.
EBITDA for 2002 was $529.9 million compared with $362.3 million
in 2001, an increase of 46.3%.

                         SEGMENT RESULTS

Secure Communications & ISR

Secure Communications & ISR (SC&ISR) fourth quarter 2002 sales
were $287.3 million, up 101.6% compared to $142.5 million for
the 2001 fourth quarter. The Integrated Systems-Tactical
Reconnaissance Systems and Airborne Surveillance & Control and
Comcept acquired businesses contributed $119.4 million, with the
balance of the increase coming from increased sales of core
products, including Secure Terminal Equipment (STE) and data
links. SC&ISR generated operating income of $27.7 million for
the 2002 fourth quarter compared with $13.6 million for the
fourth quarter of 2001. Operating margin remained flat at 9.6%
compared to the fourth quarter of 2001.

Orders for the SC&ISR segment were $352.1 million during the
2002 fourth quarter and included:

     -- Selection to design and develop the Multi-Platform
Common Data Link (MP-CDL) by the U.S. Air Force to support the
transmission and receipt of data between ground facilities and
multiple simultaneous air vehicle platforms. This important
program serves as a cornerstone for future network-centric
communications by providing a wideband communication
architecture that connects the critical information flow within
the ISR community.

     -- Selection as a key member of the team led by Lockheed
Martin, and including Raytheon, to compete for the Battle
Management Command, Control, and Intelligence (BMC2I) subsystem
for the U.S. Air Force's Multi-sensor Command and Control
Aircraft (MC2A) program. As part of the team, L-3 will provide
its secure data links as well as network centric collaborative
targeting (NCCT) capabilities.

     -- Orders for Secure Terminal Equipment (STE), including
new product features, such as Secure Conference Bridge, which
enables STE to have conference call capabilities.

     -- Additional funding from Lockheed Martin for the Joint
Strike Fighter (JSF) program. L-3 is providing Type 1
Cryptographic-based security, key management, and data for the
classified hardware and software engineering analysis and
studies support.

     -- Additional task orders in support of the Coast Guard's
Deepwater program from Lockheed Martin for systems engineering
and command and control, communications, computers,
intelligence, surveillance and reconnaissance (C4ISR)
architecture development, preliminary design scope for initial
assets, including the National Security Cutter (NSC) and initial
funding for an L-3 "Intelligence & Test Center."

     -- Receipt of follow-on funding for the Big Safari
Logistics program and an award to upgrade the Rivet Joint RC-135
to a Baseline 7 configuration.

     -- Receipt of orders for its MX15 electro-optic sensor from
a South American customer as well as from Boeing for use on the
Vigilante UAV technology demonstrator for the Future Combat
System and from DARPA for inclusion in the Unmanned Combat
Rotorcraft.

For the year ended December 31, 2002, sales for SC&ISR were
$997.8 million, up 121.5% compared to $450.5 million for 2001.
The Integrated Systems-Tactical Reconnaissance Systems and
Airborne Surveillance & Control and Comcept acquired businesses
contributed $403.1 million, with the balance of the increase
coming from increased sales of core products, including Secure
Terminal Equipment and data links. SC&ISR generated operating
income of $104.1 million for 2002 compared with $35.8 million
for 2001. Operating margin increased to 10.4% from 8.0%,
primarily due to volume and cost improvements on secure
communications systems and higher margins from acquired
businesses.

Training, Simulation and Support Services

Training, Simulation and Support Services (TS&SS) fourth quarter
2002 sales were $215.7 million, an increase of 26.5% compared to
sales of $170.5 million for the 2001 fourth quarter. Acquired
businesses, including TMA, Telos, Analytics, SY Technology and
Ship Analytics, provided $34.8 million of the increase in sales.
The remaining increase was attributable to Link and MPRI
training services, which were partially offset by a decline in
sales of missile targets at Coleman. TS&SS generated $26.2
million of operating income during the quarter compared to $19.9
million in the fourth quarter of 2001. Operating margin
increased to 12.1% in the 2002 fourth quarter from 11.6% for the
2001 fourth quarter due to higher sales at ILEX, MPRI and SY
Technology.

TS&SS' fourth quarter 2002 orders were $344.0 million and
included:

     -- Follow-on funding to provide additional simulator
training for the F-16, F/A-18, E-6 and B-2 platforms.

     -- Initial funding to modernize Indonesia's Maritime
Training Centers to train and license maritime personnel in
accordance with International Maritime Organization regulations.

     -- Follow-on funding to support the Army Recruiting
Command, Army Force Management Program and for observation and
controllers for live fire training in Kuwait.

For the year ended December 31, 2002, sales for TS&SS were
$806.3 million, an increase of 35.1% compared to sales of $596.8
million for 2001. Acquired businesses, including EER, TMA,
Telos, Analytics, SY Technology and Ship Analytics, provided
$210.9 million of the increase in sales. The remaining increase
was caused by Link and MPRI training services which were
partially offset by a decline in sales of missile targets at
Coleman. TS&SS generated $96.5 million of operating income
during the year, compared to $72.8 million in 2001. Operating
margin declined to 12.0% in 2002 from 12.2% for 2001 primarily
because of lower sales at Coleman.

Aviation Products & Aircraft Modernization

Aviation Products and Aircraft Modernization (AP&AM) fourth
quarter 2002 sales were $180.9 million, up 141.5% compared to
sales of $74.9 million in the 2001 fourth quarter. The
Integrated Systems-Aircraft Maintenance & Modification and Spar
acquired businesses provided $115.5 million of the increase in
sales. The remaining decline in sales was caused by lower
volumes on commercial aviation products. AP&AM generated
operating income of $21.4 million for the 2002 fourth quarter,
compared with $18.7 million for the fourth quarter of 2001.
Operating margin declined to 11.8% from 25.0%, primarily because
of lower margins due to volume declines on commercial aviation
products caused by the downturn in the commercial aviation
market, and lower margins for the acquired businesses.

AP&AM fourth quarter 2002 orders were $215.7 million and
included:

     -- Follow-on funding for the Special Operations Forces to
integrate and modify SOF-unique equipment.

     -- The selection by Boeing Integrated Defense Systems of
ACSS' MASS (Military Airborne Surveillance System) and the ES-
95OSI Mode-S Data Link Transponder with built-in IFF
(Identification Friend or Foe) capability for the new Boeing 767
aircraft as part of the Global Tanker Transport Aircraft (GTTA)
program.

     -- Continued funding for T-38 supersonic jet trainer
displays, a variety of spares for C-130J display systems,
including the Color Multi-function Display Unit (CMDU), the
Avionics Management Unit (AMU), the Communication, Navigation,
Breaker Panel (CNBP) and the Multi-function Control Display
(MFCD). Additionally, L-3 is providing its high-resolution
displays to the U-2 and E-2C aircraft.

     -- Several key international maritime orders for the
company's voyage recorder.

For the year ended December 31, 2002, sales for AP&AM were
$733.0 million, up 178.4% compared to sales of $263.3 million in
2001. The Integrated Systems-Aircraft Maintenance & Modification
and Spar acquired businesses provided $502.0 million of the
increase in sales. The remaining decline in sales was caused by
lower volumes on commercial aviation products. AP&AM generated
operating income of $105.1 million for 2002, compared with $93.3
million for 2001. Operating margin declined to 14.3% from 35.4%,
primarily because of lower margins due to volume declines on
commercial aviation products caused by the downturn in the
commercial aviation market, as well as lower margins for the
acquired businesses.

Specialized Products

Specialized Products' fourth quarter 2002 sales were $621.7
million, up 95.6% compared to sales of $317.9 million in the
2001 fourth quarter. Acquired businesses provided $92.7 million
of the increase in sales. The remaining increase was
attributable to sales of the Company's explosive detection
systems used for airport security principally relating to a
contract from the Transportation Security Administration, which
was partially offset by declines in sales of microwave
components, telemetry, navigation and fuzing products, as well
as lower production levels for naval power equipment.
Specialized Products generated operating income of $82.3 million
for the 2002 fourth quarter, compared with $51.3 million for the
fourth quarter of 2001. Operating margin declined to 13.2% from
16.1% primarily due to lower volume on microwave components and
telemetry products and lower margins at Link Devices in the 2002
fourth quarter primarily related to a favorable contract
performance adjustment recorded in the 2001 fourth quarter.

Specialized Products fourth quarter 2002 orders were $444.1
million and included:

     -- The selection of L-3's Tru-Tack Locator GPS Receivers
for the U.S. military's Combat Survivor Evader Locator (CSEL)
program. Total production of CSEL radios is expected to be in
excess of 50,000 units over the next seven years.

     -- Selection by the U.S. Navy of L-3 AN/AGS-13F Dipping
Sonar Transducers for the SH-60F helicopter, the Navy's primary
carrier-based Anti-Submarine Warfare Active Sensor.

     -- Helicopter Long-Range Active Sonar (HELRAS) system for
the European NH-90 Helicopter Program.

     -- Winning the largest international award to date for
airport security products, L-3 has contracted with Singapore's
Changi Airport to provide its complete line of automated, hold
baggage and screening systems for the inspection of check-in
luggage. A variety of products, including L-3's certified Level
3 eXaminer 3DXTM 6000 and its VIS 108 and MVT automated in-line
Level 1 EDS systems, will be installed to provide Changi Airport
with a complete baggage screening capability. Additional key
international orders were received from Austria and Spain.

     -- The U.S. Navy selected two L-3 divisions to develop the
service's first F/A-18 Distributed Mission Training System. In
an industry first, these innovative, networked trainers will
enable F/A-18C pilots to train in tactical deployment as a
division within a highly realistic simulated environment.

For the year ended December 31, 2002, sales for Specialized
Products were $1,474.1 million, up 42.2% compared to sales of
$1,036.8 million in 2001. Acquired businesses provided $200.4
million of the increase in sales. The remaining increase was
attributable to sales of the company's explosive detection
systems used for airport security principally relating to a
contract from the Transportation Security Administration, which
was partially offset by declines in sales of microwave
components, telemetry, navigation and acoustic undersea warfare
products, as well as lower production levels for naval power
equipment. Specialized Products generated operating income of
$148.3 million for 2002 compared with $115.7 million for 2001.
Operating margin declined to 10.1% from 11.2% primarily due to
lower volume on microwave components and telemetry products and
lower margins at Link Devices in 2002 primarily related to a
favorable contract performance adjustment recorded in 2001.

                           OUTLOOK

"Prospects for a successful 2003 for L-3 remain very good," said
Mr. Lanza. "Most Americans and members of Congress are
supportive of the Department of Defense's (DoD's) efforts to
modernize and transform the military to meet increasing demands
to combat terrorism, rogue nations with weapons of mass
destruction and other threats to national security.
Notwithstanding the possibility of an increased government focus
on domestic economic and social issues, we expect the DoD budget
will continue to grow at a healthy pace, though obviously not as
strongly as it did from 2002 to 2003."

Mr. Lanza noted that from 2002 to 2003, the overall DoD budget
rose 10%. The investment account, from which the military
purchases its platforms and products, rose 20%. In addition, the
government spends about $30 billion from its Operations and
Maintenance accounts for "spares and repairs" and this is
another area where L-3 gets funding for its products.

"We expect that the overall DoD budget and the O&M account will
each grow at a rate of 4% to 5% for the next five years and we
believe the investment account will grow at a rate of 7% to 8%,"
said Mr. Lanza. "There is significant opportunity for L-3 to
remain a strong contributor to our nation's military strength
and continue to grow, particularly since many of our products
are in the high DoD budget growth areas of ISR, secure
communications, Unmanned Aerial Vehicles (UAV's), precision
munitions and missile defense."

"We also expect to see solid growth in our products designated
for the homeland security market," he said. "While demand for
explosive detection systems for airports in the United States is
close to being satisfied, there is a significant international
market for these systems. In addition, the focus on homeland
security should begin to shift to other areas such as advanced
equipment for carry-on baggage and walkthrough gates, cargo
security for air, land and sea transportation and the security
of our civil and commercial infrastructure."

"As a result, we believe we can continue to achieve our goal of
20% annual growth for sales and earnings in 2003, including 8%
to 10% internal growth, with the balance from acquisitions," Mr.
Lanza said. "With the acquisitions that we've completed through
December 31, 2002, we expect our sales should increase in excess
of 16% in 2003 compared to 2002, putting us on track to achieve
our 20% growth goals. We expect operating income to increase by
about 25% for 2003 compared to 2002, resulting in 2003 diluted
earnings per share to be between $2.67 and $2.72. We expect to
generate free cash flow of approximately $285 million for 2003.
The defense company acquisition pipeline continues to be robust,
and we fully expect to continue our strategy of choosing
opportunities that meet our requirements: companies that have
number one or number two products in their niche markets, but
need our muscle, funding and expertise to grow."

Headquartered in New York City, L-3 Communications is a leading
merchant supplier of Intelligence, Surveillance and
Reconnaissance products, secure communications systems and
products, avionics and ocean products, training products,
microwave components and telemetry, instrumentation, space and
wireless products. Its customers include the Department of
Defense, selected U.S. government intelligence agencies,
aerospace prime contractors and commercial telecommunications
and wireless customers. To learn more about L-3 Communications,
please visit the company's Web site at http://www.L-3Com.com

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's expected to raise its corporate credit rating on New
York, New York-based L-3 Communications to double-'B'-plus from
double-'B' after the defense company completes its offering of
approximately $900 million in common stock and $750 million in
senior subordinated debt and assuming that any pending
acquisition activity is on a scale that can be accommodated by
the company's enhanced financial resources. At the same time,
the rating on the company's subordinated debt would be raised to
double-'B'-minus from single-'B'-plus. The outlook would be
stable. The company's ratings remain on CreditWatch with
positive implications, where they were placed on June 6, 2002.


LAMAR MEDIA: S&P Rates Planned $1.25BB Sr. Sec. Bank Loan at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Lamar Media Corp.'s planned $1.25 billion senior secured credit
facilities. These new facilities will replace the company's
existing $1.315 billion senior secured credit facilities.

Standard & Poor's also affirmed its 'BB-' corporate credit
ratings on Lamar Media and its holding company parent, Lamar
Advertising Co. The outlook is stable for the Baton Rouge, La.-
headquartered outdoor advertising company. About $1.8 billion of
total debt is outstanding.

The ratings are based on the consolidated credit quality of
Lamar Advertising, and reflect the company's significant debt
levels, attributable to growth through acquisition over the
years. "These factors are tempered by the company's strong and
geographically diverse market positions and an emphasis on the
better-margin and more stable local advertising revenues," said
Standard & Poor's credit analyst Donald Wong. "In addition, with
very strong operating cash flow margins, manageable capital
expenditures, and minimal cash taxes, Lamar generates healthy
levels of free operating cash flow," Mr. Wong added. Recent
results have been affected by the impact of the soft economy on
advertising revenues, particularly on the general coverage
bulletins and posters portions of the outdoor advertising
segment.

While the company has grown through acquisitions, Lamar has sold
or used common equity in the past to help fund some of these
purchases. Financial flexibility is provided by availability
under the company's revolving credit facility.

With operations in 44 states, Lamar is the third largest outdoor
advertising company in terms of net revenues, and the largest
based on advertising displays. Lamar historically was focused on
small- to mid-size markets, but acquisitions have expanded its
operations to major markets. The company also has the nation's
largest logo sign business (about 4% of revenues) and operates
transit advertising displays (about 1%). Consolidated revenues
total more than $750 million.

Ratings stability reflects the expectation that, given Lamar's
acquisition growth strategy, the overall financial profile will
not change meaningfully in the intermediate term.


LIGHT MANAGEMENT: Initiates Restructuring to Conserve Cash Flow
---------------------------------------------------------------
Light Management Group, Inc. (Pink Sheets:LMGR) --
http://www.lmgr.net-- has undertaken significant corporate
restructuring for the purposes of conserving cash flow and
increasing focus on the company's highest business priorities.
The restructuring includes:

     -- Temporary layoff of 7 employees
     -- Planned reduction in the size of R&D Facilities
     -- Closing of the Atlanta, Georgia office as previously
        announced

"Though we regret having to make these changes, the current
economic environment made them necessary in order to insure the
future viability and growth of Light Management," stated Dr.
Donald J. Iwacha, President and CEO of Light Management Group.
"Our capable senior managers have held many in-depth meetings
over the last several weeks and, given the business
opportunities now making themselves available to the company,
have made the decisions that best contain expenses while
creating shareholder value."

The company would also like to thank investors for the patience
they have shown over the last several weeks and trust they will
now understand the company's inability to communicate during
that period. As a result of now implementing a firm
restructuring, the company can better discuss those matters
important to shareholders. Investors can look forward to
increased communications in the coming days and weeks.

Light Management Group Inc., specializes in the development of
new applications in optical and light technologies. LMG's
breakthrough technology employs sound waves to focus and direct
light. LMG has filed for two United States patents in the fiber
optics field, both of which could have significant applications
in telecommunications, data transmission, and Internet
technology. Light Management Group is committed to fulfilling
demand for multiple, complex levels of switching within the
communications industry.

At June 30, 2002, Light Management's balance sheet showed that
current liabilities exceeded current assets by $2.3 million
while total shareholders' equity deficit topped $1.1 million.


LOCAL TELECOM: Clyde Bailey Expresses Going Concern Doubt
---------------------------------------------------------
Local Telecom Systems, Inc., offers local and long distance
service on a prepaid basis. Specifically, local services include
a "bare bones" product providing unlimited local dial tone and
911 emergency access with the option of several custom calling
features, for additional fees, including Call Waiting, Caller
ID, Call Forwarding and Speed Dialing. These features may be
purchased individually or in a package at reduced rates.

The Company on September 30, 2001 did not have any liabilities
and had current assets of $161,389. Prior to the acquisition of
Local Telecom Systems, Inc., the Company had sufficient cash and
or revenues to carry on the Company's limited operations. On
September 30, 2002 the Company had current assets of $20,515 and
current liabilities of $309,744 or a ratio of current assets to
current liabilities of .07 to 1. As a result of the acquisition
of Local Telecom Systems, Inc., the Company plans to raise
additional working capital from equity and/or debt financing.
These funds will be used to promote the Company's prepaid
telephone services in the new 42 licensed states plus District
of Columbia.

The Company's current assets as of September 30, 2000, 2001 and
2002, were $177,056, $161,389 and $20,515 respectively. This
dramatic change in the decrease in current assets is directly
related to the distribution of a $150,000 note receivable to a
former subsidiary, Cumberland Continental Corporation. These
funds were initially raised through the private placement of the
Company's common stock in the fiscal year ended September 30,
2000 and the Company's other investments.

The Company has Other Assets totaling $240,275 for the fiscal
year ended September 30, 2001 consisting of a Seismic Library
($64,275) and Notes Receivable ($176,000). The Seismic Library
consists of a large data- base of seismic lines covering parts
of South Louisiana and Southeast Texas and Notes Receivable
consisting of oil and gas leases in Upton County, Texas, and a
$50,000 note from BroadBand Wireless International Corporation.

Total Assets of the Company have also increased dramatically
from $411,929 on September 30, 2001, to $1,306,888 on September
30, 2002. This large increase in total assets is directly
related the acquisition/merger with Local Telecom Systems. This
acquisition/merger accounts for all of the total assets of the
Company. During the fiscal year ended September 30, 2002 the
Company distributed all the assets to its four former
subsidiaries reflected on September 30, 2001.

The Company's liabilities on September 30, 2002, were $309,744
for accounts payable and accrued liabilities. Of this amount the
most significant amount is $118,000 in payables for excise
taxes. On September 30, 2001, the Company did not have any
liabilities.

The Company incurred a Net Loss of $202,297 for the year ended
September 30, 2001, and a Net Loss of $514,863 for the year
ended 2002. These losses incurred in 2001 are attributable to
the amount of expenditures incurred seeking and preparing the
Company for a merger and/or acquisition partner and the losses
reflected in 2002 are directly related to a $477,843
distribution of assets through a Subsidiary Stock Dividend.

These circumstances have prompted Clyde Bailey, Certified Public
Accountant, and independent auditor for the Company, to state in
his January 6, 2003 Auditors Report from San Antonio, Texas:
"The Company has limited operations currently and suffered
recurring losses from operations that raise substantial doubt
about its ability to continue as a going concern. This is
further explained in the notes to financial statements."


LODGIAN: Commences New Shares Trading on AMEX Effective Jan. 28
---------------------------------------------------------------
Lodgian, Inc., one of the nation's largest owners and operators
of mid-scale and upscale hotels, announced that the company's
new common and preferred stocks have been approved for listing
on the American Stock Exchange.

Trading will commence on Tuesday, January 28, 2003, under the
symbols LGN and LGN.Pr, respectively.

Lodgian, based in Atlanta, emerged from bankruptcy in November
2002. Prior to its bankruptcy filing, its stock was listed on
the New York Stock Exchange under the symbol LOD. Additional
information about the company may be found at the company's Web
site at http://www.lodgian.com


LTV CORP: Portland Tube Demands Prompt Equipment Rent Payment
-------------------------------------------------------------
Portland Tube Facility LLC, represented by Thomas M. Quirk, Esq.
at Latham & Watkins in Chicago, demands entry of an order
terminating the automatic stay to allow it to enforce its rights
and remedies under an Equipment Lease or that the Debtor Welded
Tube Co., of America be compelled to pay its post-petition
rental obligations under the Equipment Lease or provide Portland
with "adequate protection" under the Bankruptcy Code.

The Equipment Lease was signed March 30, 2000, and under it,
Portland leased a tubular steel manufacturing line to Welded
Tube.  The basic term of the Equipment Lease began on the date
of signing and extends through March 30, 2008.  Under the terms
of the Equipment Lease, Welded Tube is obligated to pay monthly
rent in an amount equal to $430,262.67, and to maintain the
Equipment in good order and condition, performing such
maintenance and repair as are necessary to avoid impairments to
the Equipment's operating efficiency, capabilities and
usefulness.

Welded Tube failed to pay its rental obligations due October 30,
2002, and has informed representatives of Portland that it does
not intend to pay this past due rental obligation.
Additionally, Welded Tube has offered Portland no assurances
that it will pay its future rental obligations under the
Equipment Lease.

Moreover, Mr. Quirk says, Welded Tube has continued to use the
Equipment since the Petition Date.  Its plant manager advised
representatives of Portland that it does not have the funds
available to purchase the necessary spare parts to repair and
maintain the Equipment as required by the Lease.

Mr. Quirk concludes from these facts that Portland is entitled
to relief from the automatic stay because Welded Tube has no
equity in the Equipment, nor is the Equipment necessary for
Welded Tube's reorganization.  The value of the Equipment is
diminishing daily without offsetting payments to Portland.  If
Portland retakes possession of the Equipment, it will be
required to repair the Equipment before it can market, re-lease
or sell it.  The costs associated with repairing the Equipment
are steadily increasing as the Equipment is used and not
maintained properly; as a result, the value of Portland's
interest is "being eaten away."

                            *   *   *

Portland agrees with Debtor Welded Tube to extend the deadline
for Welded Tube's response or objection to the stay relief
motion, then almost immediately follows it with a Motion seeking
vacation of the agreement.  Mr. Quirk explains that Portland and
Welded Tube met in Chicago and reached "an agreement in
principal" regarding future rent payments, financial disclosures
to be made by Welded Tube, and Portland's ability to market the
Equipment despite the automatic stay. This agreement was
premises on the fact that Welded Tube would be operating the
Equipment while Portland attempted to market it.  Welded Tube
agreed to provide Portland with a term sheet detailing the
precise terms of the Agreement.  In that connection, the parties
agreed to an extension of the date by which Welded Tube had to
respond to the stay relief motion.

The term sheet was to be drafted by Welded Tube's counsel, but
repeated inquiries failed to result in actual receipt of the
promised term sheet.  Mr. Quirk asserts that, after counsel for
Portland signed the stipulation extending Welding Tube's answer
date, counsel for Welded Tube advised Portland's counsel that
Welded Tube was shutting down the Equipment and would not be
providing the promised Term Sheet or finalizing the Agreement.
Counsel for Welded Tube then proposed a "new deal" by which
Portland would allow Welded Tube to pay a reduced rent, or waive
rent altogether in exchange for Portland being able to market
the Equipment.  Further, counsel advised that Welded Tube "would
be occupied with shutting the Equipment down and would be unable
to address the possibility of a new deal with Portland for at
least a week."


Mr. Quirk says that the purpose of Portland's agreement to the
extension stipulation was to be able to enter Welded Tube's
premises and market the Equipment while it was still in good
working order. Portland has acted in good faith; Welded Tube, on
the other hand, "has employed delay tactics to Portland's
detriment."  Welded Tube's actions have caused the delay that
the stay relief motion was filed to avoid. Portland's ability to
successfully market the Equipment has already been eroded by
Welded Tube's delay tactics, and those tactics highlight the
need for Judge Bodoh to immediately entertain the stay relief
motion.

                    Welded Tube Responds

Bennett J. Murphy, Esq., at Hennigan Bennett & Dorman in Los
Angeles, respond to Portland's motion to set the stipulation
aside, saying that an affidavit of Katherine D. Vega, Esq., at
Latham & Watkins, offered to support the facts stated in the
Portland Motion, lacks any foundation for the statements made in
it, is based on inadmissible hearsay, and contains inadmissible,
confidential settlement discussions.   Moreover, because of the
"baseless accusations" in the motion and affidavit to set the
Stipulation aside, Welded Tube suggests Judge Bodoh consider
sanctions limited to Welded Tube's costs in defending against
the stipulation motion.

                     No Personal Knowledge

Ms. Vega does not state whether her affidavit is made from
personal knowledge or based on information or belief.  However,
her statements cannot be made from personal knowledge because
she did not attend the meeting in Chicago between Portland and
Welded Tube.  Mr. Murphy avers that he discussed the extensions
with Mr. Quirk and his colleague David S. Heller, Esq. -- not
Ms. Vega.

                   Unconditional Stipulation

Portland Tube Facility, LLC, is a sole purpose entity formed by
a lender group led by Boeing Credit Corporation.  The
stipulation was voluntarily entered into and is unconditional.
Continued operation of the facility was not a condition to the
Stipulation, which in any event was signed after the closure was
announced.  Continued negotiations were likewise not a condition
of the Stipulation.  Boeing Credit, the Lender Group, and their
counsel are sophisticated parties who must know that once
parties are in negotiations, there can be no assurances that
negotiations will continue to a successful conclusion.
Accordingly, the Stipulation states that its purpose was to
"facilitate" negotiations.  Mr. Murphy believes that "common
sense dictates that the parties took their chances as to whether
the process would proceed at its current pace, or break down in
some fashion."

Welded Tube understood the possibility that Portland, Boeing
Credit and the Lender Group might wish to break off discussions
once they learned of the plant closure.  But Welded Tube
expressly stated its desire to continue discussions, albeit
under changed circumstances, in the very same telephone call
placed by Mr. Murphy to Messrs. Heller and Quirk to advise them
of the closure on the same day the closure was announced to
the employees of Welded Tube.  Despite silence from Portland's
counsel Welded Tube has drafted and prepared a detailed
settlement proposal and send it to the attorney for the Lenders.

                     Portland's Last Word

Portland's counsel notes the disagreement over the sequence of
the information regarding the shutdown, and the signing of the
extension, and dismisses it, saying tat "a swearing contest
between counsel is unseemly and detracts from the substantive
issues at hand."  Mr. Thomas notes that, in light of Welded
Tube's decision to shut down operations at the manufacturing
facility owned by Portland and leased to Welded Tube, no
possible reason could exist for Welded Tube to maintain the
automatic stay.  Welded Tube's current attempts to prevent
Portland from exercising its rights by delaying the hearing on
the stay relief motion are viewed "as a use of the automatic
stay to play wrongful and injurious "keep away" with Portland's
property.

               Welded Tube Still Opposes the Motion

Welded Tube says it does not dispute that relief from the stay
"may be appropriate in light of its recent decision to cease
operations" -- but says that stay relief should not be granted
until Welded Tube has had an adequate opportunity to complete
work in process and deliver its remaining inventory to its
customers.  Welded Tube expects to complete the manufacturing
process at the Portland Facility by the end of January 2003, and
will be able to finish shipping its goods and removing other
property not subject to the Equipment Lease no later than the
end of February.  The Debtor wants the stay maintained until
then.

As adequate protection, Welded Tube has and will maintain an
inventory of all recommended critical spare parts.  In addition,
the Equipment is covered by appropriate insurance policies in
effect.  Finally, Welded Tube intends to maintain a security
detail at the Portland Facility to prevent theft or other damage
to the Equipment.  Finally, "any risk of loss of value to
Portland Tube from Welded Tube's continued use of the Equipment
will be eliminated upon Welded Tube's completion of the
manufacturing process at the end of January.

                         But No Money

Judge Bodoh should not compel Welded Tube to "provide additional
adequate protection in the form of a cash payment".  Portland
Tube is adequately protected by Welded Tube's maintenance of the
Equipment and insurance coverage.  Moreover, the Equipment Lease
may not be a "true lease", but rather a disguised financing
transaction.  Portland Tube says the value of the equipment is
less than the amount due under the Equipment Lease, or the
amount loaned to Welded Tube.  Thus, the payments made by Welded
Tube since the commencement of these cases -- payments totaling
$9.5 million -- have more than adequately protected Portland
Tube's interest in the financed Equipment.  Accordingly, Judge
Bodoh should not force Welded Tube to pay Portland "pending
resolution of its recharacterization claims". (LTV Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
609/392-00900)


MATLACK SYSTEMS: Ch. 7 Trustee Taps Bayard Firm as Co-Counsel
-------------------------------------------------------------
Gary F. Seitz, the Chapter 7 Trustee for Matclack Systems, Inc.,
and its debtor-affiliates ask for authority from the U.S.
Bankruptcy Court for the District of Delaware to engage The
Bayard Firm as Co-Counsel in the administration of these chapter
7 cases, nunc pro tunc to November 8, 2002.

The Chapter 7 Trustee assures the Court that The Bayard Firm is
a "disinterested person" as that phrase is defined in the
Bankruptcy Code.  The Trustee explains that he selected The
Bayard Firm because of its experience and knowledge and believes
that Bayard has no disqualifying conflict of interest.

As Co-Counsel, Bayard will:

     (a) provide legal advice with respect to the Chapter 7
         Trustee's powers and duties under the Bankruptcy Code;

     (b) assist in the investigation of the Debtors' acts,
         conduct, assets, liabilities, and financial condition,
         the operation of the Debtors' businesses, and any other
         matters relevant to the case or to the orderly
         liquidation of the estates' assets;

     (c) prepare, on behalf of the Chapter 7 Trustee, necessary
         applications, motions, complaints, answers, orders,
         agreements and other legal papers;

     (d) review, analyze and respond to all pleadings filed in
         these chapter 7 cases and appearing in court to present
         necessary motions, applications and pleadings and to
         otherwise protect the interests of the Chapter 7
         Trustee and the Debtors' estates; and

     (e) perform all other legal services for the Chapter 7
         Trustee that may be necessary and proper in these
         proceedings.

The Chapter 7 Trustee wants to compensate The Bayard Firm at
hourly rates ranging from:

          directors                    $350 to $475 per hour
          associates                   $160 to $325 per hour
          paralegals and
             paralegal assistants       $80 to $130 per hour

Before filing for chapter 11 protection, Matlack Systems, Inc.,
North America's No. 3 tank truck company, provides liquid and
dry bulk transportation, primarily for the chemicals industry.
The Debtors converted their chapter 11 cases to cases under
Chapter 7 Liquidation of the Bankruptcy Court on October 18,
2002.  Richard Scott Cobb, Esq., at Klett Rooney Lieber &
Schorling, represents the Debtors as they wind up their assets.


MOBILE KNOWLEDGE: Longitude Fund Seeks Appointment of Receiver
--------------------------------------------------------------
Mobile Knowledge Inc., (TSX: MKN) announced that its secured
debenture holder, Longitude Fund Limited Partnership, a
merchant-banking fund managed by Latitude Partners Inc. of
Toronto, has informed the Company that it has applied for the
appointment of an interim receiver to allow the Company's
operations to be restructured in a manner that will preserve
customer relationships, jobs and to maximize value for all
stakeholders.

As reported in a previous press release, Mobile Knowledge Inc.,
is in default of certain of its financial covenants under its
March 2002 secured convertible debenture held by Longitude Fund.
Mobile Knowledge has been in negotiations with representatives
of Longitude Fund to cure and/or waive these defaults and has
been endeavouring to manage its resources to continue to meet
its ongoing obligations. In view of the current position of the
Company, Longitude Fund has chosen to apply for the appointment
of an interim receiver to protect the value of the Company's
business. The three nominees of Longitude Fund on the Company's
Board of Directors, Peter Sommerer, Tom Eisenhauer and Kevin
Clay, resigned from the Board at the time that Longitude Fund
notified the Company of its decision. In addition, independent
directors Herb Woods and Paul LaBarge have resigned from the
Board.

Longitude Fund has indicated to the Company that it is
optimistic the interim receivership process will allow the
Company's operations to be restructured in a manner that will
see its customers serviced by a continuing entity. In this
regard, Longitude Fund has advised the Company that it believes
in the viability of the Company's business and intends to submit
an offer for the assets of the Company. After seeking
professional advice, the Board of Directors has determined that
alternate proceedings under the Companies Creditors Arrangement
Act and The Bankruptcy and Insolvency Act were not advisable in
the absence of support from Longitude Fund and the Company has
determined that it will not further deplete its assets by
opposing Longitude Fund's application for receivership.

Longitude Fund has also advised the Company that it intends to
provide the interim receiver with sufficient funds to allow it
to continue operating the Company as a going concern until the
sale of assets, either to Longitude Fund or a third party, has
been completed through a court supervised sale process.

The interim receiver will marshal Mobile Knowledge's assets and
attempt to sell them at the best price, satisfy the claims of
Mobile Knowledge's creditors to the fullest extent possible and
distribute any remaining proceeds to shareholders. After the
payment of creditors, however, it is highly unlikely that there
will be any proceeds remaining to distribute to shareholders.


NAT'L CENTURY: Granada Hills Wants to Sell Accounts Receivables
---------------------------------------------------------------
Russell W. Roten, Esq., at Coudert Brothers LLP, in Los Angeles,
California, relates that International Philanthropic Hospital
Foundation -- doing business as Granada Hills Community Hospital
-- is a 155-bed full service hospital in Granada Hills,
California.

On April 25, 2002, Granada Hills obtained financing for its
operations through a Sale and Subservicing Agreement with NPF
XII and NPFS wherein NPF XII agreed to purchase Granada Hills'
receivables on a weekly basis.  Other salient terms of the Sale
Agreement are:

  -- NPF XII was required to pay for the Purchased Receivables
     it purchased on each Purchase Date;

  -- Until NPF XII paid for receivables, ownership of the
     receivables did not transfer to NPF XII, but remained with
     Granada Hills;

  -- A "Lockbox Account" was established where all collections
     are deposited.  Granada Hills is prohibited from amending
     provisions or terminating the Lockbox Accounts; and

  -- NPF XII has a first priority security interest in,
     essentially all of, Granada Hills' receivables not sold to
     NPF XII.

Mr. Roten reports that Granada Hill remitted $530,259 in total
eligible accounts receivable to NPF XII on October 17, 2002
covering the period October 10 to October 16, 2002.  NPF XII
confirmed in writing that it would pay Granada Hills $416,443
for those receivables on October 24, 2002.  On the same day,
Granada Hills received confirmation from NPF XII that an
additional $97,602 would be remitted and for which it was
supposed to pay on October 24, 2002.

Granada Hills sent NPF XII an additional $2,000,000 in
receivables on October 24, 2002 generated from October 17 to
October 23, 2002, for which NPF XII was obligated to pay
approximately $480,000 on October 31, 2002.   However, NPF XII
breached its obligations under the Sale Agreement as it did not
pay Granada Hills for the receivables.  Hence, the receivables
remitted on or after October 17, 2002 covering all receivables
generated on or after October 10, 2002 were not "Purchased
Receivables."

"Rather than paying, NPF XII simply stole the receivables," Mr.
Roten alleges.  On October 31, 2002, NPF XII wrote Granada Hills
a letter that could be interpreted as expressing that NPF XII:

    -- could not pay for the receivables it took on October 17,
       2002 or the receivables it took on October 24, 2002;

    -- did not have any money to buy any more receivables in the
       future; and

    -- Granada Hills would be completely without any source of
       funding unless it would collect its own receivables.

Receivables are the sole source of income of Granada Hills.
Hence, on November 1, 2002, Granada Hills immediately demanded
payment of the Purchase Price for the October 17 receivables
amounting to $514,045.  Mr. Roten notes that NPF XII's response
was sent by its attorney advising that NPF XII was suing Granada
Hills for allegedly directing the Lockbox to cease sweeping
collections and attempting to collect payments directly from the
payors.  Granada Hills defended that it was forced by NPF XII's
wrongful acts to begin collecting and depositing its own
receivables.  No doubt, Mr. Roten points out, that precise
course of action was what NPF XII envisioned when it advised
Granada Hills to act to protect itself on November 18, 2002,
when National Century Financial Enterprises Entities filed for
bankruptcy.

On that same day, NCFE Entities purportedly filed a complaint
naming Granada Hills as defendant and the Court issued its Order
and Injunction pursuant to Section 105(a) of the Bankruptcy
Code. Granada Hills was compelled to commence its Chapter 11
case in the California Bankruptcy Court to gain access to the
proceeds of its accounts receivable and to re-establish a cash
flow that will enable it to continue operating.

Granada Hills filed a motion seeking authority to utilize the
proceeds of accounts receivable as cash collateral and to
provide adequate protection for anyone having interest in its
account receivable.  Granada Hills also seeks authority to sell
the accounts receivables in accordance with a new DIP facility.

Accordingly, Granada Hills seeks relief from the automatic stay
and from certain provisions of the Court's November 18, 2002
Order to permit the California Bankruptcy Court to:

  -- adjudicate its request to use the proceeds of accounts
     receivable as cash collateral and sell the accounts under
     Section 363 of the Bankruptcy Code; and

  -- rule on its offer to provide NCFE with adequate protection
     for its interest, if any, in the proceeds those accounts
     receivable.

On November 18, 2002, Judge Calhoun ruled that:

  -- The Sellers are stayed, restrained, and enjoined from
     maintaining possession, custody or control of any proceeds
     of the Debtors' Purchased Receivables, or from asserting
     any ownership interest in the Purchased Receivables and
     that the proceeds of the Purchased Receivables be
     immediately deposited in the Lockbox Accounts;

  -- The Sellers and the Lockbox Custodians are stayed,
     restrained and enjoined from diverting the proceeds of the
     Purchased Receivables to any entity other than the Debtors;
     and

  -- The Lockbox Custodians are ordered to maintain the Lockbox
     Accounts in the manner set forth in the Sales Agreements.

Mr. Roten asserts that Granada Hills has a vital business
operation, which it is determined to reorganize through Chapter
11.  The timing of Granada Hills' Chapter 11 filing was
precipitated by its need to:

    -- make payroll on Friday, November 29, 2002,
    -- buy medicines for patients, and
    -- buy critical supplies to treat its patients.

With the breathing spell afforded by the automatic stay under
the Bankruptcy Code, Granada Hills can find a replacement lender
and successfully reorganize its affairs.  Otherwise, the failure
to fund Granada Hills' operations will result in a public health
care crises in the San Fernando Valley of Southern California.

The harm that will result from the closing of Granada Hills'
facility is significant:

  (a) Granada Hills' acute-care patients will be harmed because
      they will have to be moved to other facilities at great
      potential personal risk;

  (b) the public at large will be harmed by the loss of a vital
      hospital, which serves the community; and

  (c) Granada Hills' estate and its creditors will be harmed by
      the loss of its going concern value.

Under Section 362(d) of the Bankruptcy Code, Mr. Roten asserts,
the stay relief requested is warranted because:

  (a) If relief from stay is not granted, the California Court
      will not have the opportunity to even consider whether
      Granada Hills should be permitted to use proceeds of
      accounts receivable, in which NPF XII at best claims a
      disputed interest, to fund its operations.  Lack of funds
      to pay health staff and other needs will compel Granada
      Hills to close its facilities;

  (b) It will allow the California Court to authorize the use of
      the accounts receivable proceeds to fund Granada Hills'
      operation after a determination that NPF XII's interest
      is adequately protected;

  (c) The NCFE Entities' interests in any of Granada Hills'
      receivables is properly disputed;

  (d) The NCFE Entities' interest, if any, in Granada Hills'
      accounts receivable will be adequately protected in the
      event of a sale of or financing against the receivables;

  (e) NPF XII's material breach discharges Granada Hill's
      obligations under the Agreement since:

      -- NPF XII's breach will completely deprive Granada Hills
         of the benefits which it reasonably expected under the
         Agreement, i.e., immediate payment of funds to be used
         to operate the hospital;

      -- It is likely that NPF XII will be able to compensate
         Granada Hills for the lost benefit, due to NCFE's
         bankruptcy filing and the imminence of Granada Hills'
         closure if receivables are not collected;

      -- NPF XII's breach is presently uncured and there is no
         reason to believe that it will be cured; and

      -- Inasmuch as NPF XII knowingly accepted accounts
         receivable for which it was unable to pay, and then
         presumably used Granada Hills' money for its own
         purposes, NPF XII's behavior has not comported with
         good faith or fair dealing; and

  (f) The overriding public interest in ensuring patient care
      and access to medical services in the communities are
      affected.

The very purpose of adequate protection is to mitigate the
possibility of diminution of the value of a party's interest in
property.  Mr. Roten points out that Granada Hills can easily
protect NPF XII's interest, if any, in the proceeds of accounts
receivable.  Granada Hills expects both to generate and collect
more cash than it needs to operate, and to "turn over" its
accounts receivable regularly.  Mr. Roten adds, Granada Hills
must be further permitted to collect its own assets for the
benefit of its creditors.

NPF XII has an ownership interest only in those receivables it
actually paid for from Granada Hills.  NPF XII did not pay, and
hence did not purchase, any receivables generated on and after
October 10, 2002.  Hence, it has no ownership interests in any
receivables after that date.  However, there may be Purchased
Receivables that have not been collected by NPF XII; some amount
of these may have been collected by Granada Hills after NPF XII
converted Granada Hills' funds and breached the Agreement.

NPF XII had a security interest in all receivables it did not
buy.  Thus, in theory, NPF XII has a security interest in
receivables generated after October 9, 2002, until its breach on
October 24, 2002.  However, any security interest would be
subject to set-off in the same amount of the receivables,
because NPF XII wrongfully converted those receivables.  They
also withheld $544,242 from the Granada Hills.

Thus, NPF XII is not entitled to any security interest in post-
October 23, 2002 receivables because its breaches discharged
Granada Hills from further performance.  At most, NPF XII only
has an undetermined interest in Uncollected Purchased
Receivables that have been or will be collected by Granada
Hills.

Mr. Roten also adds the fact that NPF XII's material breach
remains uncured, constituting the failure to establish a
precondition of the Granada Hills remaining duties.  Thus,
Granada Hills' duties under the Agreement are discharged.
Granada Hills is entitled to (i) all monies due on accounts
receivable that were subject to NPF XII's October 24 funding
commitments, (ii) payment of reserve amounts, as well as (iii)
funds due on accounts receivable from the date of breach
forward.

Also discharged is the Granada Hills' duty not to interfere with
the placement of monies in the Lockbox Account that were owed on
accounts receivable sold to NPF XII before the date of breach.
This remains uncured.  Consequently, Granada Hills should not be
stayed from diverting money from the Lockbox Account to itself
to replace operational funding that was lost solely because of
NPF XII's breach.

The documentation of the relationship between NCFE Entities and
Granada Hills purports to accomplish the sale or a secured
financing with respect to Granada Hills' receivables.  However,
at minimum, the Agreement appears to be an attempt to leave all
the risks of collection on Granada Hills.

Also to the extent that the financing arrangement could be
characterized as a sale, the vast majority of Granada Hills'
receivables are government receivables -- Medicare and Medicaid
-- that, as a matter of law, cannot be sold.

Since more than 30 days have elapsed since any NCFE Entity
extended any credit or purchased any receivables, it seems
unlikely that many of Granada Hills' accounts receivable being
collected at present could have been a part of a program with
NCFE Entities.  Granada Hills estimates that $1,083,000 remains
to be collected by NCFE. (National Century Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVIGATOR GAS: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Navigator Gas Transport PLC
             1 Castle Street
             Castletown, Isle of Man
             1M9 1LF British Isles

Bankruptcy Case No.: 03-10471

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Navigator Holdings PLC                     03-10472
     Navigator Gas IOM 1-A Ltd.                 03-10474
     Navigator Gas IOM 1-B Ltd.                 03-10476
     Navigator Gas IOM 1-C Ltd.                 03-10477
     Navigator Gas IOM 1-D Ltd.                 03-10478
     Navigator Gas IOM 1-E Ltd.                 03-10479

Type of Business: The Debtor's business consists of the
                  transport by sea of liquefied petroleum gases
                  and petrochemical gases between ports
                  throughout the world.

Chapter 11 Petition Date: January 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Adam L. Shiff, Esq.
                  Kasowitz, Benson, Torres & Friedman LLP
                  1633 Broadway
                  New York, NY 10019-6799
                  Tel: (212) 506-1700
                  Fax : (212) 506-1800

Total Assets: $197,243,082

Total Debts: $384,314,744

Debtors' 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York            10.5% Notes           $217,000,000
(as indenture trustee)
Janie Choi
101 Barclay St.
New York, NY 10268

JP Morgan Chase Bank        12% Notes             $107,900,000
Larry O'Brien
450 W. 33rd Street,
15th Floor
New York, NY 10001

Credit Suisse First Boston  Letter of Credit       $47,636,322
Malcolm Price
London Branch
Five Cabot Square
London E14 4QR
England

Carter Ledyard & Milburn    Trade debt                    $626


NEXGEN VISION: Must Raise Sufficient Cash Flow to Continue Ops.
---------------------------------------------------------------
Nexgen Vision Inc.'s principal subsidiary, Cobra Vision, Inc., a
Georgia corporation, was organized in 1998 and began operations
in January 1999 when it launched its ophthalmic lens line.
Recently, Cobra Vision signed a three year contract with Corning
Incorporated to supply Corning SunSensor plastic sun sensitive
lens material for use in NexGen's lens casting systems which
will permit the Company and users of these  systems to not only
make clear plastic lenses but also photochromic plastic lenses.
Photochromic lenses  are lenses that darken in sunlight
permitting the user to avoid having to have separate glasses for
inside and outside in sunlight.  Corning introduced the first
photochromic lenses in the 1960s and remains a leader in this
field.

Nexgen also owns 99% of FB Optical, Inc., a Florida corporation,
based in St. Paul, Minnesota which, together with its
predecessor, sells used ophthalmic lens equipment in North
America and emerging markets overseas.  NexGen acts as a holding
company for these subsidiaries and expects to acquire the
remaining 1% of FB Optical in the near future.

The Company holds the worldwide license for the patented
prescription lens casting system.  It has exclusive rights
except to the extent that Rodenstock possesses any rights and
expects that Rodenstock will release its rights in the near
future.  Nexgen recently introduced the system at industry trade
shows and experienced significant positive response.  Its system
is designed for high-volume production and features no-gasket
lens processing and print coating technology.  Manufactured for
the Company by leading third party manufacturers, the Company
will generate revenues not only from sales of its lens casting
systems but also from the sales of lens materials, coatings and
other supplies used in manufacturing ophthalmic lenses from  its
systems.  Its proprietary lens casting system is compact, takes
up limited space, can produce a pair  of lenses in 10 minutes,
is substantially more efficient to operate than its competitors
and is  competitively priced.

Nexgen's revenues were $1,751,754 for the year ended September
30, 2002 in contrast to $142,372 for the period from March 6,
2001 to September 30, 2001. Using the unaudited pro forma
revenues of Cobra Vision and assuming Nexgen owned it as of
October 1, 2001, revenues for the year ended September 30, 2002
would have been $2,595,003, which includes $2,341,579 generated
by Cobra Vision. On a pro forma basis, if Nexgen  had owned
Cobra Vision as of October 1, 2000, revenues would have been
$2,584,314 in fiscal 2001, which includes $2,441,942 generated
by Cobra Vision. The increase is almost entirely attributable to
FB Optical  which Nexgen owned for an entire 12-month period
during fiscal 2002 and for slightly more than one-half  year
during 2001.

Gross  profit margins were 26.4% for the year ended
September 30, 2002 versus 64.8% for the year ended  September
30, 2001.  The Company believes this is attributable to the fact
that the gross margins are lower from revenues generated by
Cobra Vision than FB Optical.

Net loss for fiscal 2002 was $3,867,022 in contrast to $126,439
in fiscal 2001.  Approximately 45.6% of this net loss was of a
non-cash nature arising from the issuances of capital stock for
the year ended September 30, 2002, and the reduction of FB
Optical goodwill.  However, if Nexgen had owned Cobra Vision as
of October 1, 2000, its net loss (which includes the non-cash
charges described above) would have been  $5,104,391 for fiscal
2002 in contrast to $3,867,022 and $1,085,989 for fiscal 2001 in
contrast to $126,439 in 2001.

At September 30, 2002, the Company's cash balances were $2,407.
As of September 30, 2002, it had a working  capital deficit of $
4,653,619. As a result of its operating loss of $3,867,022 for
the year ended  September 30, 2002, the Company generated a cash
flow deficit of $ 966,126 from operating activities, adjusted
principally for depreciation and amortization of $40,458, an
increase in accounts payable and  accrued expenses of
$1,142,170, and the value of common stock issued to consultants
and employees for services, previously incurred debt and license
fees in the amount of $1,464,313. Nexgen invested $27,036 in
furniture, equipment, and leasehold improvements utilized in its
operations and met its cash requirements during this period
through the private placement of $988,725 of common stock.

In order to provide sufficient working capital to support the
growth of business and the lens casting  systems as well as
expand its supply of polycarbonate lenses, Nexgen is currently
seeking to raise up to $9,000,000 from institutional investors
who are being contacted by Jesup & Lamont. There can be no
assurances that the Company will be able to enter into a new
line of credit or that it will be able to  raise substantial
capital institutional investors.

While NexGen has raised the capital necessary to meet its
working capital and financing needs in the past, additional
financing is required in order to meet current and projected
cash flow deficits from operations. There are no assurances the
Company will be successful in raising the funds required.

Management believes that if the minimum offering proceeds are
raised in the $9,000,000 offering referred to above, sufficient
capital will exist to fund its operations, capital expenditures,
debt, and other  obligations for the next twelve months.
Although NexGen is dependent upon the success of this offering
to carry out its business plan, if this offering is
unsuccessful, NexGen will seek to obtain financing through other
sources. It will also make necessary cuts in expenditures as
required.

The independent auditors report on Nexgen's September 30, 2002
financial statements states that the Company's difficulty in
generating sufficient cash flow to meet its obligations and
sustain operations raise substantial doubts about its ability to
continue as a going concern.


OWENS CORNING: Selling Atlanta Plant to Alcoa for $5.5 Million
--------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court overseeing Owens Corning's chapter
11 cases that Exterior Systems, Inc., designs and manufactures
vinyl siding and related products at leased facilities located
at 5625, 5655 and 5675 Fulton Industrial Boulevard in Atlanta,
Georgia.  The Atlanta Plant is a 15,000-sq. foot facility, at
which 120 Exterior employees are located.

As part of an ongoing review of its business operations, Mr.
Pernick relates that the Debtors have decided to reduce the
excess capacity in its vinyl siding operations and to reduce the
number of competing brands offered.  To that end, the Debtors
have decided to discontinue the manufacture and sale of the
Owens Corning brand of vinyl siding products, which was
manufactured only at the Atlanta Plant.  Management determined
that ceasing operations at the Atlanta Plant would meet both of
these goals. Given the present growth patterns in the overall
vinyl siding industry and Exterior's excess capacity, the
Debtors have determined that if the sale of the Atlanta Plant
cannot be consummated, the plant would be closed and the assets
would be liquidated.

In the fall of 2002, Mr. Pernick recounts that the Debtors made
a formal announcement to discontinue the sale of the Owens
Corning brand of vinyl siding product line and to rationalize
its existing capacity through either the sale or the closure of
the Atlanta Plant.  Several potential purchasers in the vinyl
siding manufacturing business expressed an interest in acquiring
the assets of Atlanta Plant.  However, Alcoa Home Exteriors,
Inc. was the only party that submitted an offer to acquire the
ongoing operations of the Atlanta Plant, including hiring
essentially all of the plant's employees.  Alcoa proposed to
purchase the machinery, equipment, office machines and other
tangible personal property located within the Atlanta Plant and
used solely in connection with the Debtors' business.  Alcoa's
proposal also contemplated an assignment of Exterior's real
estate leases of the subject premises, both of which are with
M.D. Hodges Enterprises, Inc.

Alcoa's offer for the Assets resulted in negotiations between
the parties and, ultimately, the execution of an Asset Purchase
Agreement.  The essential terms of the Agreement are:

    A. The Debtors are to deliver to Alcoa good and marketable
       title to the Assets, free and clear of all mortgages,
       pledges, encumbrances or liens.  The Assets include:

       -- the machinery, tangible personal property, equipment,
          office machines, computers and peripheral equipment,
          records relating to the acquired assets, maintenance
          files and designed tooling/equipment;

       -- raw materials at the Atlanta Plant as of the Closing
          Date; and

       -- the Real Estate Leases and other contracts and leases;

    B. The purchase price for the Assets is $5,500,000, payable
       in immediately available funds;

    C. Closing under the Agreement is subject to Court approval;

    D. The Agreement provides that Alcoa may terminate the
       Agreement if Court approval is not obtained by March 31,
       2003.  The Debtors may terminate the Agreement if Court
       approval is not obtained by April 30, 2003;

    E. Alcoa is required to offer employment to each of the
       Debtors' employees at the Atlanta Plant at the same or
       higher base wage rate or base salary in effect
       immediately prior to Closing; and

    F. The Agreement contains certain transitional services
       among the parties -- relating the warehousing and loading
       services and services relating to medical and dental
       plans.

Thus, the Debtors seek, pursuant to Section 363 of the
Bankruptcy Code, the Court's authority to sell the Assets free
and clear of all liens, claims, and encumbrances, with any
liens, claims, and encumbrances to attach to the proceeds of
sale.  The Debtors do not believe that the Assets are subject to
any liens, claims or encumbrances.

The Debtors also seek, pursuant to Section 1146 of the
Bankruptcy Code, exemption of the sale from stamp or similar
taxes. Finally, the Debtors seek the Court's authority to assume
the Contracts and Leases and assign them to Alcoa pursuant to
Sections 365(a) and (b) after payment of any applicable "cure"
amounts.

Mr. Pernick contends that Alcoa's offer, as incorporated in the
Agreement, represents a fair and reasonable offer for the Assets
and, in any event, is the only offer received.  The proposed
sale of the Assets permits the Debtors to avoid the shutdown of
the Atlanta Plant, preserves over 120 jobs and eliminates any
closing costs, including potential WARN Act liability and
unemployment claims.  The sale also allows the Debtors to avoid
the costs of removing its assets from the Atlanta Plant.  The
Debtors believe that these costs would be significant.

"The purchase price for the Assets represents the fair and
reasonable value for the Assets derived through arm's-length
negotiations," Mr. Pernick asserts.  "In addition, Alcoa is not
an 'insider' of any of the Debtors within the meaning of Section
101(31) and is not controlled by, or acting on behalf of, any
insider of any of the Debtors."

Mr. Pernick informs the Court that the most significant of the
Contracts and Leases to be assumed and assigned to Alcoa are the
Real Estate Leases with M.D. Hodges Enterprises, Inc., which run
through August 31, 2008, at a present base rent of $33,272.52
for the plant and $17,063.84 for the warehouse per month.  Based
on the Debtors' books and records, the "cure" payment due with
respect to the proposed assumption of the Real Estate Leases is
$29,003 for the plant and $16,217 for the warehouse, for a total
of $45,220. (Owens Corning Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Fourth Quarter 2002 Net Loss Reaches $460 Mill.
---------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) reported a net loss in 2002 of
$460.2 million, compared with 2001 net earnings of $356.6
million. Earnings for 2002 before unusual and extraordinary
items and the change in method of accounting for goodwill were
$318.2 million, compared with 2001 earnings before unusual and
extraordinary items and goodwill amortization of $291.3 million.

For the fourth quarter of 2002, the Company reported net
earnings of $50.3 million, compared with a fourth quarter 2001
net loss of $5.2 million. Earnings before extraordinary items
for the fourth quarter of 2002 were $53.2 million, compared with
2001 fourth quarter earnings before unusual items and goodwill
amortization of $55.2 million.

Joseph H. Lemieux, Owens-Illinois chairman and chief executive
officer, said, "Our operations achieved strong results, mainly
due to a favorable combination of price, cost, volume and
product mix across most of our global product lines. Our
performance also benefited from generally favorable foreign
exchange rates, in addition to lower energy cost and interest
expense in the first part of 2002. I am pleased with our
liquidity performance this year. Despite funding our net
asbestos payments out of cash flow, we reduced debt by nearly
$55 million."

Net sales for 2002 were $5.640 billion compared with $5.403
billion in 2001, an increase of 4.4%. EBIT for 2002 was $414.2
million compared with $1,074.3 million in 2001. Adjusted EBIT
for 2002 was $889.2 million compared with adjusted EBIT of
$856.6 million in 2001, an increase of 3.8%. (EBIT consists of
earnings before interest income, interest expense, provision for
income taxes, minority share owners' interests in earnings of
subsidiaries, extraordinary items, and cumulative effect of
accounting change. Adjusted EBIT consists of EBIT excluding
unusual items and, for 2001, excluding goodwill amortization.)

Interest expense for 2002 was $421.7 million, down $8.3 million
from 2001 interest, adjusted to exclude an unusual expense of
$4.0 million. This decline was mainly due to lower interest
rates on variable rate debt, partially offset by the first
quarter 2002 issuance of $1 billion principal amount of 8-7/8%
Senior Secured Notes due 2009 and the fourth quarter 2002
issuances of 8-3/4% Senior Secured Notes due 2012 totaling $625
million. Proceeds from the Senior Secured Notes were used to
repay lower cost, variable rate debt borrowed under the bank
credit facility.

Consolidated debt at year-end 2002 was $5,346.2 million compared
with $5,400.9 million at year-end 2001, a reduction of $54.7
million.

                         Business Review

The Glass Containers segment reported 2002 net sales of $3,875.2
million, up 8.5% from $3,572.3 million a year ago. The segment
also reported EBIT of $709.0 million for 2002 compared with
adjusted EBIT of $627.1 million for 2001, an increase of 13.1%.
EBIT margins in 2002 improved to 18.3% from 17.6% in 2001.

North American glass container operations achieved a 16%
increase in both sales and EBIT for the full year 2002 compared
with 2001, with over half the EBIT increase resulting from the
Canadian operations acquired early in the fourth quarter of
2001.

South American glass container operations reported lower sales
and EBIT for the full year 2002 as compared with 2001. The
decreases were due to unfavorable currency translation rates
compared with 2001 and slightly lower unit sales volumes,
primarily caused by political and economic uncertainty in
Venezuela. A national strike in Venezuela that began in early
December caused energy supply curtailments that forced the
Company to idle its two plants in the country. Fourth quarter
sales and EBIT were adversely affected by approximately $20
million and $5 million, respectively.

European glass container operations continued to report improved
sales, EBIT, and EBIT margins for the full year 2002 compared
with 2001 as a result of higher unit shipments, increased
selling prices, improved manufacturing performance, and
favorable currency translation rates.

Asia Pacific glass container operations recorded a 5% increase
in both sales and EBIT for the full year 2002 compared with
2001. Higher unit shipments and favorable currency translation
rates were partially offset by modestly lower selling prices and
higher warehousing and distribution costs.

For 2002, the Plastics Packaging segment reported net sales of
$1,765.2 million compared with net sales of $1,825.7 million in
2001. The sales decline was mainly due to competitive pricing
pressures, the absence of sales from several small businesses
that were sold over the past twelve months, and the pass-through
effects on sales of lower resin prices. Partially offsetting
this decline was an increase in unit shipments for most product
lines. Plastics Packaging EBIT was $258.2 million in 2002
compared with adjusted EBIT of $287.2 million in 2001. The full
year EBIT decline was largely due to competitive pricing
pressures mentioned above, and two events which occurred in the
third quarter: 1) an unfavorable accounting adjustment at one of
our foreign affiliates principally for the write down of
inventories to net realizable value, and 2) reduced sales and
EBIT within our advanced technology systems business, as a major
customer discontinued production in the United States and
relocated that production to the Far East.

                       Effective Tax Rate

Excluding the effect of the first quarter asbestos-related
charge of $475.0 million, ($308.8 million after tax), the
Company's effective tax rate for 2002 was 30.1%. This compares
with an effective rate of 30.3% for 2001, adjusted to exclude
the effects of goodwill amortization and unusual items.

                     Asbestos-Related Costs

Asbestos-related cash payments for 2002 were $221.1 million, a
reduction of $24.8 million, or 10.1%, from 2001. The Company
estimates that the number of plaintiffs and claimants involved
in asbestos claims pending against the Company at December 31,
2002 was 24,000, down from 27,000 at December 31, 2001. The
Company anticipates that cash flows from operations and other
sources will be sufficient to meet all asbestos-related
obligations in 2003. Also, the Company collected $24.8 million
in asbestos-related insurance proceeds during 2002. The
remaining receivable for asbestos-related insurance is
approximately $12 million, which the Company expects to collect
over the next two years.

                         Fourth Quarter

For the fourth quarter of 2002, sales for the Glass Containers
segment were $959.0 million, up $26.6 million from $932.4
million for the fourth quarter of 2001. Glass Containers' EBIT
of $159.5 million for the fourth quarter of 2002 compares with
adjusted EBIT of $153.2 million for the fourth quarter of 2001.

Fourth quarter sales and EBIT for the North American glass
container operations improved 4% and 1%, respectively.
Contributing to those improved fourth quarter results were
higher unit shipments and modestly improved pricing in the
United States, partially offset by higher energy costs.

In the South American glass container operations, fourth quarter
sales and EBIT trailed 2001 due to lower unit sales volumes,
unfavorable currency translation rates, and the idling of two
plants resulting from the Venezuelan national strike previously
mentioned.

Fourth quarter sales and EBIT for the European glass container
operations improved compared with 2001 as a result of higher
unit shipments, increased selling prices, improved manufacturing
performance, and favorable currency translation rates.

In the Asia Pacific glass container operations, fourth quarter
2002 sales increased 11.3% but EBIT was relatively unchanged
largely due to modestly lower selling prices and higher
warehousing and distribution costs.

For the fourth quarter of 2002, sales for the Plastics Packaging
segment were $401.1 million compared with $414.0 million in the
fourth quarter of 2001. The effects of unit volume increases
were more than offset by the competitive pricing effects
previously mentioned. For the fourth quarter of 2002, the
Plastics Packaging segment reported EBIT of $40.3 million
compared with adjusted EBIT of $45.1 million for the prior year
quarter. This modest EBIT decline was largely due to residual
effects of reduced sales and EBIT within the advanced technology
systems business. This EBIT reduction was partially offset by
the absence of a prior year write-off of working capital
associated with the restructuring of the Company's medical
devices business.

The effective tax rate for the fourth quarter 2002 was 22.5%
compared with the adjusted rate of 30.1% for the full year 2002.
The lower effective tax rate for the fourth quarter 2002
reflects favorable adjustments to estimated tax rates at certain
foreign affiliates.

                             Outlook

"With our glass container operations continuing to be largely
sold out throughout the world, the Company's fundamental
competitive strengths and advantages continue to position us
very well for the long term," said Mr. Lemieux. "We do, however,
expect to face earnings pressure resulting from several factors,
including principally lower pension income and higher interest
expense, which we believe will make 2003 an especially
challenging year."

The following summarizes the Company's outlook with regard to
these factors:

Lower Pension Income -- Declines in the stock market over the
last few years have reduced the fair value of the Company's
pension plan assets which, in turn, has caused reduced credits
to earnings. In 2003, the Company also expects to reduce its
assumed rate of return on pension assets. The lower assumed
rate, combined with a lower asset base, will cause the pretax
credits to earnings to be substantially lower in 2003 compared
with 2002. The Company has not completed its analysis, but the
reduction in pension credits in 2003 is currently expected to be
approximately $55 million.

Higher Interest Expense -- In 2002, the Company refinanced
$1.625 billion of lower cost, variable rate bank debt with
higher cost, fixed rate notes maturing in 2009 and 2012. The
increased interest expense in 2003 resulting from the 2002
refinancing activity is expected to be approximately $25
million. In 2003, the Company expects to continue its debt
refinancing which may include the replacement of more of its
shorter term, lower cost, variable rate debt with longer term,
higher cost, fixed rate debt. Interest costs would also be
affected by any changes in short term, variable rates.

A number of other factors could affect 2003 results, including
currency translations, energy costs, pricing, further
refinancing activity and cost reduction initiatives. It is not
possible to quantify these factors at this time.

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe. O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.

As reported in Troubled Company Reporter's December 16, 2002
edition, Fitch Ratings assigned a 'BB' rating to Owens-Illinois'
(NYSE: OI) 8-3/4% $175 million senior secured notes, pursuant to
Rule 144A. The notes are due 2012. Proceeds will be used to
reduce a portion of the bank debt that matures in March 2004.
This offering further reduces commitments for OI's bank debt.
The Rating Outlook remains Negative.

The rating and Outlook reflect OI's asbestos exposure, high
indebtedness and refinancing requirements. Total debt
outstanding was $5.4 billion at September-end and approximately
$1.7 billion in senior unsecured notes borrowed at the parent
level is currently outstanding, $300 million of which will come
due in April 2004. Fitch expects OI to refinance this amount as
Owens-Illinois Group senior secured.


PANTRY INC: Annual Shareholders' Meeting Slated for March 25
------------------------------------------------------------
The Annual Meeting of Stockholders of The Pantry, Inc. will be
held on Tuesday, March 25, 2003, at 10:00 a.m. Eastern Standard
Time, at the Sheraton Imperial Hotel & Convention Center, 4700
Emperor Blvd., Durham, North Carolina 27703, for the following
purposes:

     (1)  To elect nine nominees to serve as directors each for
a term of one year or until his successor is duly elected and
qualified;

     (2)  To approve the Company's 1999 Stock Option Plan,
including an amendment thereto increasing the number of shares
available for grant under the plan by 882,505 shares;

     (3)  To ratify the appointment of Deloitte & Touche LLP as
independent public accountants for the Company and its
subsidiaries for the fiscal year ending September 25, 2003; and

     (4)  To transact such other business as may properly come
before the meeting or any adjournment thereof.

Stockholders of record at the close of business on January 24,
2003, are entitled to notice of and to vote at the Annual
Meeting and any and all adjournments or postponements thereof.

The Pantry's operates more than 1,300. About 85% of them are
located in fast-growing cities and resort areas of the Carolinas
and Florida. Through acquisitions The Pantry has also expanded
into Georgia, Mississippi, Indiana, Virginia, Kentucky,
Louisiana, and Tennessee. Its selection of store chain names
include The Pantry, Big K, Zip Mart, Express Stop, Handy-Way,
Lil' Champ, Smokers Express, ETNA, Sprint, Depot, and Wicker
Mart. About 200 locations feature fast-food restaurants. The
Pantry generates 60% of its sales from gasoline; tobacco,
alcohol, and soft drinks are its biggest nonfuel sellers.

As previously reported, Standard & Poor's lowered its corporate
credit rating on The Pantry Inc., a leading convenience store
operator in the Southeast, to single-'B'-plus from double-'B'-
minus based on a decline in credit measures in the first quarter
of fiscal 2002 and in the full fiscal year of 2001. Standard &
Poor's also removed the ratings from CreditWatch, where they had
been placed on Jan. 24, 2002. The outlook is stable.


PEGASUS COMMS: S&P Chops Rating to CCC+ over Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on satellite TV provider Pegasus Communications Corp.,
and its related entities, to 'CCC+' from 'B' based on increased
concerns about the adequacy of its liquidity.

In addition, Standard & Poor's removed the rating from
CreditWatch where it was placed on May 16, 2002. The outlook is
negative. Bala Cynwyd, Pennsylvania-based Pegasus had total debt
outstanding of approximately $1.3 billion at September 30, 2002.

"Pegasus continues to consume significant, albeit somewhat
curtailed, capital in subscriber acquisition costs (SAC), and
faces unfavorable trends in subscriber growth and uncertainty
about its longer-term business position and prospects for cash
flow growth," said Standard & Poor's credit analyst Alyse
Michaelson. She added that, "Escalating maturities, an
overburdened debt structure, and limited access to capital
further intensify near-term financial risk."

The ratings on Pegasus reflect its aggressive, debt-financed
DirecTV rural franchise and heavy subscriber acquisition
activity. These factors are responsible for the company's thin
interest coverage, historical discretionary cash flow deficits,
significant capital requirements, and heavy debt load. Pegasus'
risk is tempered by its satellite direct-to-home subscriber
base, the visibility of the DirecTV brand, steps taken to
alleviate the SAC burden and churn, and weaker cable competition
in rural markets.

Pegasus is the largest reseller of DirecTV satellite television
service, with approximately 1.4 million subscribers in rural
areas. Competition, particularly from EchoStar Communications
Corp., has fueled burdensome SAC and historical discretionary
cash flow deficits. Low priced new subscriber offers attracted a
less creditworthy subscriber base and contributed to churn.
Pegasus has been addressing these problems by targeting higher
credit quality customers, reducing bad debt expenses, and
emphasizing lower-cost distribution channels. Pegasus is also
requiring a minimum service commitment secured by credit card
payment, retaining title to the equipment, and obtaining new
subscribers and upgrading existing subscribers to more than one
receiver.  Although these efforts have helped reduced churn, it
has slowed subscriber growth, which is now well below that of
DirecTV and EchoStar. The most imminent issue that Pegasus faces
is the pending litigation with DirecTV. The outcome of the
trial, expected to begin in June 2003, could have a meaningful
effect on Pegasus' access to the capital markets and its rights
and role as a distributor of the DirecTV service.


PLANET POLYMER: H.M. Busby to Replace Richard C. Bernier as CEO
---------------------------------------------------------------
Planet Polymer Technologies Inc. (OTCBB:POLY), a San Diego
advanced materials company, said that Richard C. Bernier, CEO &
president, will be leaving the company and resign from the board
at the end of January.

H. M. (Mac) Busby, a founding investor and longtime board
member, will assume the CEO and executive positions effective
immediately.

Commenting on the announcement, Busby said "We wish to thank
Rick for all the effort and leadership he was able to provide to
Planet during this restructuring period for the company. We have
accomplished much and I now take over to shepherd Planet through
this next phase of our plan to regain and build shareholder
value for all of our investors."

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

As reported late last year, the Chapter 11 Bankruptcy filing by
technology partner Agway Inc., on October 1, 2002, and the
default by Ryer Industries in its obligations to pay the
remaining sales price of the MIM assets and related royalties
significantly weakened Planet Polymer. Although a new payment
arrangement was agreed to with Ryer and negotiations continue
with Agway, the ability of Planet to continue its business
beyond 2002 remains uncertain and has significantly weakened the
possibility of Planet remaining solvent.


POLAROID: Wants Plan Filing Exclusivity Extended to March 20
------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates and the Official
Committee of Unsecured Creditors ask the Court to extend:

  (a) their exclusive period to file a Plan until March 20,
      2003; and

  (b) their exclusive period to solicit acceptances of that plan
      until May 20, 2003.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, assures the Court that the
extension of the Exclusive Periods will be without prejudice to:

  (i) the right of the Debtors or the Committee to seek further
      extensions; or

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

Mr. Galardi notes that the Amended Plan the Debtors and the
Committee filed is predicated on the Asset Sale consummation,
post-sale distribution of the sale proceeds and the other assets
in the Debtors' estates to the Debtors' creditor constituencies.
The Sale has been consummated and the Debtors have begun to
liquidate their estates.  However, the Debtors and the Committee
anticipate the need to revise the Disclosure Statement
accompanying the Amended Plan prior to seeking approval of the
solicitation procedures with respect to the Amended Plan.

The Debtors and the Committee believe that they have resolved
their disputes with respect to the Plan and the Sale through the
Amended Plan.  In addition, the Debtors and the Committee
propose to settle all of the potential disputes with the
Prepetition Lenders through the Amended Plan.

Mr. Galardi asserts that the extension should be granted to the
Debtors and the Committee:

    (a) to prevent any waste of the Debtors' assets and
        unnecessary distraction brought about by the filing of a
        competing plan while the Debtors and the Committee have
        the co-exclusive right to solicit acceptances of the
        Amended Plan;

    (b) since they have made significant progress in resolving
        many of the issues facing the Debtors' estates,
        including disputes between the Debtors and the Retiree
        Committee and potential disputes between the Committee
        and the Prepetition Lenders; and

    (c) since the Debtors' cases are large and complex and
        certain, substantial issues remain unresolved.

The Court will convene a hearing on February 18, 2003 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the current deadline is automatically extended through
the conclusion of that hearing. (Polaroid Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


POWER EXPLORATION: Killma Murrell Expresses Going Concern Doubt
---------------------------------------------------------------
Oil and natural gas are the principal products currently
produced by Power Exploration Inc. The Company does not refine
or process the oil and natural gas that it produces but sells
the oil it produces under short-term contracts at market prices
in the areas in which the producing properties are located,
generally at F.O.B. field prices posted by the principal
purchaser of oil in such areas.

The Company focuses its exploration efforts on its significant
holdings in Texas. It is redeveloping existing fields in and
around Corsicana, Texas and other areas of the region where
fields have been partially depleted by conventional production
methods, but where significant, proven reserves of oil
and gas still remain. These fields could become commercially
viable and provide long-term revenue streams utilizing the
latest technology.

In its November 21, 2002 Auditors Report to the Board of
Directors of Power Exploration Inc., Killma, Murrell & Co.,
P.C., in Dallas, Texas, says, "the Company has suffered
recurring losses from operations and its limited capital
resources raise substantial doubt about its ability to continue
as a going concern."

The Company's oil and gas sales decreased $66,007, or 38%, to
$108,580 for the fiscal year ended September 30, 2002 from
$174,587 for the fiscal year ended September 30, 2001. Net loss
for the fiscal year ended September 30, 2002 was $2,330,758,
compared to a loss of $8,629,157 for the fiscal year ended
September 30, 2001. This $6,298,399 decrease in loss was
primarily the result of a decrease in the write down of the
impairment of oil and gas assets in 2001. Net cash used in
operating activities was $0 for the fiscal year ended September
30, 2001, and $186,337 for the fiscal year ended September 30,
2002.

The Company had net losses of $2,330,758 and $8,629,157, for the
years ended September 30, 2002 and September 30, 2001,
respectively. The Company may continue to incur net losses and,
to the extent that it remains without operational funding, such
losses may continue.


PREMCOR INC: Prices $525-Million Senior Notes Offering at Par
-------------------------------------------------------------
Premcor Inc., (NYSE: PCO) announced that its wholly-owned
subsidiary, The Premcor Refining Group Inc., has priced an
offering of an aggregate $525 million in Senior Notes at par
under the following terms:

    -- $175 million due 2010 at 9.25 percent; and
    -- $350 million due 2013 at 9.5 percent.

PRG expects to use the net proceeds from the offering to
finance, in part, the recently announced acquisition from The
Williams Companies of its refinery and related supply and
distribution assets located in and around Memphis, Tennessee, to
purchase certain Memphis refinery inventory and other working
capital assets, to repay $240 million in principal amount of
PRG's floating rate notes due 2003 and 2004, and for general
corporate purposes.  Completion of the offering is expected to
occur on February 11, 2003 and is contingent upon, among other
things, PRG amending its bank credit agreement.

The Notes are offered pursuant to Rule 144A of the Securities
Act of 1933. The Notes have not been registered under the
Securities Act of 1933 and, accordingly, may not be offered or
sold in the United States absent registration under the
Securities Act or an applicable exemption from the registration
requirements.

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

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


REGUS BUSINESS: US Trustee Appoints 7-Member Creditor Committee
---------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region 2,
names 7 of the largest unsecured creditors of Regus Business
Centre Corp., and its debtor-affiliates to serve on the Official
Committee of Unsecured Creditors in the Debtors' chapter 11
cases.  The appointees are:

       1) Independent Wharf LLC
          c/o GE Asset Management Incorporated
          3003 Summer Street
          Stamford, CT 06905
          Attn: Leanne R. Dunn, Vice President
          Tel: 203 326 2300

       2) AT&T
          c/o Lowenstein Sandler PC
          65 Livingston Avenue
          Roseland, NJ 07068
          Attn: Kenneth A. Rosen, Esq.

       3) Dexter Tristar LLC
          700 5th Avenue, Suite 6000
          Seattle, WA 98104
          Attn: Ken Bellamy, Managing Director
          Tel: 206 624 9223

       4) GATX Technology Corporation
          2502 N. Rocky Point Drive
          Suite 960
          Tampa, FL 33607
          Attn: Lockwood Gray, Esq., General Counsel
          Tel: 813 289 7000

       5) Crescent Real Estate Funding II LP
          3100 Crescent Court
          Suite 120, Dallas TX 75201
          Attn: C. Robert Baird, Esq., Regional Counsel
          Tel: 214 880 4582

       6) Trizec Holdings, Inc.
          1114 Avenue of the Americas
          New York, NY 10036
          Attn: Carol Meyer, Esq., Regional General Counsel
          Tel: 212 382 9309

       7) General Instrument Corporate
          101 Tournament Drive
          Horsham, PA 19044
          Attn: Karn M. Reabuck, Esq., Counsel
          Tel: 215 323 1233

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 in Southern District of New York. Karen Dine,
Esq., at Pillsbury Winthrop LLP represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


RHYTHMS NET.: Obtains Open-Ended Solicitation Period Extension
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Rhythms Netconnections Inc., and its debtor-
affiliates obtained an extension of their exclusive solicitation
period.  The Court gave the Debtors until the Effective Date of
the Plan to solicit acceptances of their filed Chapter 11 Plan
from creditors.

Rhythms NetConnections provides Internet access and remote
network connections using high-speed digital subscriber line
(DSL) technology.  It filed for Chapter 11 protection on
August 1, 2001.  Paul M. Basta, Esq., at Weil Gotshal & Manges,
represents the company in its restructuring efforts.  When
Rhythms NetConnections filed for protection from its creditors,
it listed $698,527,000 in assets and $847,207,000 in debt.


RMF COMMERCIAL: Fitch Keeps Watch on BB-/CCC Note Class Ratings
---------------------------------------------------------------
RMF Commercial Mortgage Pass-Through Certificates, series
1995-1's $10.2 million class E, rated 'BB-' and $7.3 million
class F, rated 'CCC' are placed on Rating Watch Negative by
Fitch Ratings.

The Rating Watch Negative placement is a result of interest
shortfalls incurred by these two classes as of the January 2003
distribution date. The master servicer, ORIX Capital Markets is
recouping approximately $769 thousand in principal and interest
advances and legal fees associated with the EHA portfolio. At
this time, ORIX is taking back these fees over time to limit the
interest shortfalls to the non-investment grade rated classes.
As of the January 2003 distribution date, approximately $347,000
has been reimbursed. However, ORIX will review the transaction
on a monthly basis and will reserve the right to recoup any of
these or other outstanding fees at once.

Fitch is concerned with the possibility of future interest
shortfalls to classes E and F, and to additional, investment
grade rated classes given the decline in the collateral
performance of the pool. This includes the EHA portfolio and
three other loans in special servicing that together comprise
41% of the transaction. ORIX expects to receive new appraisals
on all of the remaining loans in the pool and Fitch is concerned
that some of these may result in non-recoverable advance
determinations and appraisal subordinate entitlement reductions.
The non Fitch rated classes G and H have already incurred
shortfalls due to ASERs that resulted from new appraisals on
properties in the EHA pool. In addition, additional expenses to
the EHA pool may occur and cause additional interest shortfalls.


SEITEL INC: Noteholders Extend Standstill Pact Until Tomorrow
-------------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) announced that the
Company and its Noteholders have agreed to extend the date by
which an agreement in principle for the restructuring of the
Company's $255 million of Senior Notes must be reached, until
tomorrow. The Company's Standstill Agreement with its
Noteholders previously had required an agreement in principle
for this restructuring to be reached by January 28, 2003.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


SEVEN SEAS: Trustee Signs-Up Andrews & Kurth as Special Counsel
---------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee for Seven Seas Petroleum,
Inc., asks the U.S. Bankruptcy Court for the Southern District
of Texas for permission to retain Andrews & Kurth LLP as Special
Counsel.

The Trustee relates that Andrews & Kurth also acted on behalf of
the Petitioning Creditors to try to challenge the Company's
decision to make the $4.7 million payment to Chesapeake Energy
Corporation and the Secured Noteholders rather than to the
holders of the Senior Notes.

In conjunction with the filing of the involuntary petition and
the Trustee Motion, Andrews & Kurth reviewed certain of the
security agreements and indentures governing the rights of
Chesapeake and the holders of the Secured Notes. Andrews & Kurth
also undertook discovery to investigate the Debtor's financial
affairs and establish the need for an appointment of an interim
trustee.

Consequently, the Chapter 11 Trustee seeks to retain Andrews &
Kurth as his special counsel effective as of January 14, 2003.
Andrews & Kurth, in its capacity will:

     (a) analyze, institute and prosecute causes of action that
are property of the Estate, including, without limitation,
actions under Chapter 5 of the Bankruptcy Code, claims under
506(c) and potential claims against the Debtor's officers and
directors;

     (b) analyze, institute and prosecute actions regarding
asset transfers, foreclosure sales, disclaimers, insider
transactions and third-party dealings;

     (c) analyze business associations of the Debtor and
determine the interest of the Estate and institute and prosecute
actions to effect the recovery of such interests;

     (d) evaluate all claims or potential causes of action and
take the necessary steps to preserve the Estate's rights;

     (e) analyze, institute and prosecute actions, including the
recovery of property of the Estate and proceeds derived from
property of the Estate;

     (f) assist the Trustee, where necessary, to negotiate and
consummate non-routine sales of assets of the Estate, including
sales free and clear of liens, claims and encumbrances, and to
institute any proceedings related thereto;

     (g) assist the Trustee, where necessary, to negotiate
and/or prosecute non-routine objections to claims;

     (h) defend any actions commenced against the Trustee or the
Debtor;

     (i) prepare, where appropriate, necessary motions,
applications, answers, orders, reports, and papers in connection
with the foregoing enumerated services;

     (j) advise and perform tasks on behalf of the Trustee
concerning SEC reporting and compliance matters, securities and
tax matters, oil and gas matters and corporate governance;

     (k) advise the Trustee on matters relating to the Debtor's
executory contracts, including all operating agreements and
other oil and gas related agreements; and

     (l) perform any and all other legal services for the
Trustee that the Trustee determines is necessary and appropriate
after advice and consultation.

Andrews & Kurth is a national full-service firm with substantial
experience in insolvency and bankruptcy proceedings both
nationally and locally and is intimately familiar with the
issues that will likely be confronted by the Trustee.

Andrews & Kurth's hourly billing rates range from:

          attorneys       $135 to $575
          paralegals      $60 to $140

On December 20, 2002 a group of its creditors filed a petition
to involuntarily adjudicate Seven Seas as a chapter 7 debtor.
Seven Seas consequently consented to the Adjudication under
Chapter 11 on January 14, 2003.  Tony M. Davis, Esq., at Baker
Botts LLP, represents the Debtor.  As of September 30, 2002, the
Company listed $180,389,000 in total assets and $185,970,000 in
total debts.


SPECIAL METALS: Reports Price Increase for Nickel-Alloy Products
----------------------------------------------------------------
Special Metals Corporation (OTC: SMCXQ) announced a price
increase of five percent for all nickel-alloy product forms,
including billet, bar, rod, wire, sheet, strip, plate, and
special shapes, effective with new orders placed February 1,
2003.

Special Metals also stated that all raw material surcharges
would continue to remain in effect. The recent volatility in
nickel prices has led to a significant increase in the raw
material surcharges for nickel alloys.

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing, and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high-performance
nickel-based alloys.

At September 30, 2002, Special Metals Corporation's balance
sheet shows a total shareholders' equity deficit of about $125
million.


SPECTRASITE HOLDINGS: Court Confirms Prepackaged Chapter 11 Plan
----------------------------------------------------------------
SpectraSite Holdings, Inc. (SITEQ), one of the largest wireless
tower operators in the United States, announced that the
Honorable A. Thomas Small entered an order confirming
SpectraSite's Pre-Arranged Chapter 11 Plan of Reorganization.

SpectraSite expects the Plan of Reorganization to become
effective as early as February 10, 2003.

Stephen H. Clark, President and CEO of SpectraSite said, "This
is a significant step toward the completion of SpectraSite's
financial restructuring. By voting in favor of our Plan of
Reorganization the Company's stakeholders have acknowledged the
value of our business plan and the quality of our employees who
are executing that plan."

The Plan of Reorganization involves only the publicly held debt
and equity securities of SpectraSite Holdings, Inc., which is a
holding company without any business operations of its own. The
Company's other creditors and its assets, strategy and ongoing
operations are unaffected by the Chapter 11 filing. The
Company's subsidiaries, which are independent legal entities
that generate their own cash flow and have access to their own
credit facilities, have continued to operate normally during the
Chapter 11 process.

Further information concerning the Plan of Reorganization and
the Chapter 11 process can be found on the Company's Web site at
http://www.spectrasite.com

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


THERMA-TRU: S&P Assigns BB- Corporate Credit & Bank Loan Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to door manufacturer Therma-Tru Corp. The outlook
is positive.

Standard & Poor's said that at the same time it assigned its
'BB-' senior secured bank loan rating to the company's $330
million credit facility.

"The ratings reflect Maumee, Ohio-based Therma-Tru's position as
the largest North American manufacturer of residential entry
doors, with the leading position in the fast-growing fiberglass
category, as well as superior operating profitability, offset by
limited product diversity, moderate-sized operations, customer
concentration, aggressive debt leverage, and limited financial
flexibility", said Standard & Poor's credit analyst Cynthia
Werneth.

The bank loan rating, which is based on preliminary terms and
conditions, is the same as the corporate credit rating. Ms.
Werneth said, "In assessing recovery prospects using its
enterprise value methodology, Standard & Poor's believes that
lenders are not likely to recover the full principal amount of
the loan in a default scenario. A default would be most likely
to occur if there were a sharp and sustained downturn in new
home construction or through loss of a significant customer".

Therma-Tru is the leading North American manufacturer of
fiberglass and steel residential entry doors. The company
pioneered an entry "system" approach, which includes sale of the
door, frame, weatherstripping, hinges, and decorative glass side
panels as a single unit. The company offers products at all
price points and sales are spread across the U.S. Standard &
Poor's noted that its ratings on Therma-Tru could be raised
during the next few years if the positive trend in free cash
generation continues, enabling the company to reduce debt and
strengthen financial flexibility.


TIDEL TECHNOLOGIES: Fails to Satisfy Nasdaq Listing Guidelines
--------------------------------------------------------------
Tidel Technologies, Inc., (Nasdaq: ATMSE) received a Nasdaq
Staff Determination on January 21, 2003, indicating that, as a
result of its Form 10-K filing deficiency, the Company fails to
comply with the requirements for continued listing set forth in
Marketplace Rule 4310(C)(14), and that its securities are,
therefore, subject to delisting from the Nasdaq SmallCap Market.
The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing.

Tidel Technologies, Inc., is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers. To date, Tidel has sold more than 40,000
retail ATMs and 150,000 retail cash controllers in the U.S. and
36 other countries. More information about the company and its
products may be found on the company's Web site at
http://www.tidel.com

At June 30, 2002, Tidel Technologies' balance sheet shows a
working capital deficit of about $4 million, and that its total
shareholders' equity further diminished to about $54,000 from
about $5 million (as at Sept. 30, 2001).


TRUMP HOTELS: Will Publish Q4 and Year-End Results Tomorrow
-----------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., (NYSE: DJT) will release
its earnings and EBITDA for the quarter and year ended
December 31, 2002, tomorrow morning.

The Company will also conduct a conference call at 1:00 p.m.
(EST) on January 30, 2003 during which management will discuss
the results for the periods and other matters addressed in the
earnings release. Members of the financial community and
interested investors are welcome to participate in the
conference call by calling toll free 1-888-604-5272, or 1-908-
228-5002 for international callers, not earlier than 20 minutes
before the call is scheduled to begin. A replay of the call will
be available up to 5:00 p.m. (EST) on February 3, 2003. The
replay number is toll free 1-877-347-9473, or 1-201-210-3410 for
international callers. The reference number for the replay is
218780.

THCR, through its wholly-owned subsidiaries, owns and operates
Trump Plaza Hotel & Casino, Trump Taj Mahal Casino Resort and
Trump Marina Hotel Casino in Atlantic City, New Jersey, as well
as Trump Indiana, a hotel and riverboat casino at Buffington
Harbor, in Gary, Indiana. Also, THCR, through a wholly-owned
subsidiary, manages Trump 29 Casino located in the Palm Springs,
California area. THCR and its subsidiaries are the exclusive
vehicle through which Donald J. Trump engages in gaming
activities.

                          *     *     *

As previously reported, Standard & Poor's withdrew its single-
'B'-minus corporate credit rating for Trump Casino Holdings LLC
following management's decision to withdraw its planned private
placement of $470 million in mortgage notes backed by the assets
of Trump Marina Casino Resort in Atlantic City, New Jersey, and
the company's riverboat casino in Gary, Indiana. TCH was to be
formed for the purposes of issuing these notes, and for the time
being, will not be established following the decision to
withdraw the offering.

At the same time, Standard & Poor's raised its corporate credit
rating for Trump Hotels & Casino Resorts Holdings, L.P. (THCR)
to triple-'C' from double-'C' due to the company's continued
payment of interest (as required under its 15.5% senior notes
due 2005) and positive operating momentum at the Indiana
riverboat whose cash flow primarily services this obligation.

The outlook for THCR is developing reflecting the desire to
refinance these notes and other subsidiary debt, and the
uncertain prospects for success.


UBIQUITEL: S&P Further Junks Rating after Debt Exchange Offer
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on UbiquiTel Inc., and its wholly owned subsidiary,
UbiquiTel Operating Co., to 'CC' from 'CCC+'.

Standard & Poor's also lowered its senior secured bank loan
rating on UbiquiTel Operating to 'CC' from 'CCC+', and its
subordinated debt rating on the company to 'C' from 'CCC-'. The
ratings on both companies remain on CreditWatch with negative
implications.

UbquiTel, a Sprint PCS affiliate headquartered in Conshohocken,
Pennsylvania, provides wireless services to midsize markets in
the western and midwestern U.S.  As of Sept. 30, 2002, the
company's total debt outstanding was about $450 million.

The rating actions follow UbiquiTel Operating's announced debt
exchange offer for up to $225 million of its 14% senior
subordinated discount notes due April 15, 2010. The company is
offering to exchange the notes for up to $56.25 million
aggregate principal amount of its new 14% senior discount notes
due May 15, 2010.

"The proposed transaction is viewed as a distressed exchange,
given the company's limited liquidity position and the discount
to accreted value of the offer," said Standard & Poor's credit
analyst Rosemarie Kalinowski.

Standard & Poor's also said that upon completion of the exchange
offer, the corporate credit rating of UbiquiTel and UbiquiTel
Operating will be lowered to 'SD' as a selective default, and
the rating of the existing 14% senior subordinated discount
notes will be lowered to 'D'.


UNITED AIRLINES: Court Approves Vedder Price as Special Counsel
---------------------------------------------------------------
United Airlines obtained the Court's authority to employ Vedder,
Price, Kaufman & Kammholz as special aircraft financing counsel
and conflicts counsel.

Specifically, Vedder will:

(a) provide services to the extent necessary and as requested
     by the Debtors, with respect to issues that may arise
     during the Chapter 11 Cases related to:

        (i) aircraft finance and leasing issues;

       (ii) tax issues respecting such financing and leasing;

(b) analyze and prosecute issues under Section 1110 of the
     Bankruptcy Code relating to the treatment of aircraft
     leases and financing; and

(c) provide services with respect to certain other matters in
     or related to the Chapter 11 Cases to the extent necessary
     and as requested by the Debtors and in which the Debtors'
     bankruptcy and reorganization counsel, Kirkland & Ellis, is
     unable or declines to provide services.

Vedder will charge the Debtors at their current hourly rates and
will seek reimbursement of out-of-pocket expenses incurred:

                Name         Class    Billing Rate
                ----         -----    ------------
Partners:       Arnason      1974        $600
                Lipke        1979        $540
                Bogaard      1981        $450
                Eidelman     1987        $450
                Gerber       1985        $445
                O'Donnell    1989        $385
                Kass         1989        $365
                Veber        1992        $355
                Gochanour    1986        $350
                Peyton       1995        $325

Associates:     Zreczny      1996        $300
                Gentner      1997        $290
                Labkon       1997        $290
                Ferreira     1997        $290
                Lambe        2000        $240
                Pulsifer     2000        $240
                Booher       2001        $210
                Yun          2001        $205
                Pond         2001        $205
                Fisher       2002        $200

Legal
Assistants:     Hamilton                 $195
                Callahan                 $160
                Thomas                   $145
                Kim                      $120
                Byun                     $120
                Liu                      $100
                Esemplare                 $95
                Sterner                   $90
                Foody                     $70
(United Airlines Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


U.S. MINERAL: Plan Filing Exclusivity Extended Until Monday
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, United State Mineral Products Company d/b/a Isolatek
International, obtained an extension of its exclusive periods.
The Court gave the Debtor, until Monday, February 3, 2003, the
exclusive right to file a plan of reorganization, and until
April 4, 2003, to solicit acceptances of that Plan from
creditors.  No request for a further extension is before the
Court.

United States Mineral Products Company filed for chapter 11
bankruptcy protection on June 23, 2001. Aaron A. Garber, David
M. Fournier and David B. Stratton at Pepper Hamilton LLP
represent the Debtor in its restructuring efforts.


U.S. STEEL CORP: Fourth Quarter Results Show Marked Improvement
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) recorded fourth
quarter 2002 net income of $12 million, compared with a net loss
of $174 million in fourth quarter 2001.

Adjusted fourth quarter 2002 net income was $44 million,
compared with an adjusted net loss of $121 million in fourth
quarter 2001.

For the year 2002, U. S. Steel's net income was $62 million, or
64 cents per diluted share, reflecting a significant improvement
from 2001's net loss of $218 million.

Fourth quarter 2002 income from operations before special items
was $54 million, or $15 per ton, substantially improved from an
operating loss of $158 million, or $51 per ton, in fourth
quarter 2001. For full-year 2002, the company recorded income
from operations before special items of $140 million, or $10 per
ton, versus a loss of $290 million, or $21 per ton, in 2001.

Commenting on 2002 results, U. S. Steel Chairman Thomas J. Usher
said, "Our return to profitability in 2002 can be attributed to
a number of positives, including a dramatic improvement in our
domestic flat-rolled business and the continued solid
performance of U. S. Steel Kosice in the Slovak Republic. While
our tubular business experienced a difficult marketplace
throughout the year, it did an excellent job of managing costs
and operations. Ongoing company-wide cost reduction efforts
exceeded our goals, and we made significant progress toward
implementing our strategies of growing our value-added
capabilities and expanding globally as we pursued acquisition
opportunities both in the United States and in Central Europe."

Usher also noted that, since its implementation in March 2002,
President Bush's three-year Section 201 remedy has helped
improve domestic industry conditions and has aided consolidation
efforts under way within the domestic steel industry.

Effective with fourth quarter 2002, U. S. Steel has five
reportable segments: Flat-rolled Products; Tubular Products; U.
S. Steel Kosice; Straightline Source; and USS Real Estate. The
composition of the Flat-rolled, Tubular and USSK segments
remains unchanged from prior periods. The Straightline and Real
Estate segments were previously reflected in Other Businesses.
The presentation of Straightline and Real Estate as separate
segments results from the application of quantitative threshold
tests under generally accepted accounting principles rather than
any fundamental change in the management or structure of the
businesses. Comparative 2001 results have been conformed to the
current year presentation.

U. S. Steel's Flat-rolled segment recorded fourth quarter income
from operations of $8 million, or $3 per ton, and a full-year
2002 loss from operations of $31 million, or $3 per ton. These
were substantial improvements from the respective fourth quarter
and full-year 2001 losses from operations of $154 million, or
$76 per ton, and $536 million, or $61 per ton. The average
realized price in fourth quarter 2002 was $431 per ton, up $35
per ton from the year-earlier quarter, and slightly higher than
in the 2002 third quarter. Fourth quarter 2002 shipments were
2.4 million net tons, up 19 percent from 2.0 million net tons in
2001's fourth quarter, but down 8 percent from third quarter
2002. As previously disclosed, Flat-rolled results in the fourth
quarter were negatively impacted by the acceleration of several
blast furnace outages that were originally scheduled to occur in
2003 and by higher natural gas prices. Costs related to these
outages totaled approximately $27 million.

The Tubular segment recorded a loss from operations of $9
million, or $59 per ton, in the 2002 fourth quarter, compared
with income from operations of $9 million, or $50 per ton, in
the fourth quarter of 2001. For the year, this segment realized
income from operations of $4 million, or $5 per ton, compared
with income of $88 million, or $86 per ton, in 2001. Fourth
quarter 2002 Tubular shipments of 152,000 net tons were down
significantly from 180,000 net tons in fourth quarter 2001 and
from 216,000 net tons in third quarter 2002. The quarter's
average realized price fell $13 per ton from $681 per ton in
fourth quarter 2001, but was up slightly from the prior 2002
quarter.

The USSK segment recorded fourth quarter income from operations
of $45 million, or $42 per net ton, compared with $2 million, or
$2 per net ton, in the 2001 fourth quarter. Fourth quarter 2002
shipments totaled 1.1 million net tons, up from 0.9 million net
tons in the comparable 2001 quarter, and moderately higher than
third quarter 2002 levels. USSK's average realized price in the
fourth quarter rose to $306 per net ton, an increase of $55 per
net ton versus the 2001 fourth quarter and $16 per net ton
versus the 2002 third quarter. These increases reflect price
increases implemented during 2002 for most products, as well as
favorable foreign currency exchange effects. These favorable
currency exchange effects on average realized prices were
partially offset by unfavorable effects of these exchange rates
on operating costs. For the year, USSK's income from operations
was $110 million, or $28 per net ton, versus $123 million, or
$33 per net ton, in the prior year. USSK's 2002 results included
losses on conversion operations at Sartid in Serbia and business
development expenses associated with Sartid and other expansion
opportunities in Europe.

The Straightline segment includes the operating results of U. S.
Steel's technology-enabled distribution business that serves
steel consuming customers primarily in the eastern and central
United States. The Straightline segment reported a fourth
quarter loss from operations of $13 million, compared with a
loss of $7 million in the year-earlier quarter when Straightline
commenced shipments to customers. Straightline had full-year
operating losses of $41 million and $17 million, respectively,
during 2002 and 2001.

The Real Estate segment includes the operating results of U. S.
Steel's domestic mineral interests that are not assigned to
other operating units; timber properties; and residential,
commercial and industrial real estate that is managed and
developed for sale or lease. The Real Estate segment reported
income from operations of $20 million in the 2002 fourth
quarter, up from $14 million in the year-earlier quarter. This
increase was primarily due to increased land sales. For the
year, Real Estate posted operating income of $57 million,
reflecting a decrease of $12 million from 2001. The decline
resulted mainly from lower mineral interest royalties.

Units comprising U. S. Steel's Other Businesses, which are
involved in the production and sale of coal, coke and iron-
bearing taconite pellets; transportation services; and
engineering and consulting services, had fourth quarter 2002
income from operations of $3 million, compared with a loss from
operations of $22 million in fourth quarter 2001. For the year,
these units reported income from operations of $41 million,
compared with a loss of $17 million in 2001.

Available sources of liquidity at the end of 2002 were $1.03
billion, an increase of $326 million from year-end 2001,
primarily due to the equity offering that was completed in May
2002 and improved operations during the year.

Looking ahead, shipments for the Flat-rolled segment in the 2003
first quarter are expected to improve somewhat from fourth
quarter levels. The first quarter average realized price is also
expected to improve slightly from the previous quarter. First
quarter costs, however, will continue to be negatively affected
by higher prices for natural gas. For full-year 2003, Flat-
rolled shipments are expected to approximate 10.1 million net
tons.

For the Tubular segment, first quarter 2003 shipments are
projected to be up substantially from the 2002 fourth quarter,
and the average realized price is expected to be lower than in
the fourth quarter. Shipments for full-year 2003 are expected to
be approximately 1.1 million net tons, as higher energy prices
should spur a recovery in North American drilling activity in
the second half of 2003.

USSK's first quarter 2003 shipments are expected to increase
slightly from the 2002 fourth quarter, and shipments for the
full year are projected to be approximately 4.1 million net
tons. USSK's average realized price in the first quarter should
improve slightly from the fourth quarter due primarily to a
January 1, 2003, price increase for all products.

In the fourth quarter 2002, as previously reported, U. S. Steel
recorded a pretax pension settlement loss of $90 million for the
nonunion qualified plan and, under the accounting rules related
to additional minimum pension liabilities, a charge to equity of
$748 million for the union plan. In addition, based on
preliminary actuarial information for 2003, the company expects
annual net periodic pension costs to be $65 million and annual
retiree medical and life insurance costs to be $210 million. In
2002, U. S. Steel recorded a credit of $103 million for pensions
(excluding settlement charges of $100 million) and a $138
million expense for retiree medical and life insurance
(excluding multiemployer and other plans). Pension costs are
expected to increase from 2002 primarily because of lower plan
assets, average asset return assumptions that have been reduced
by 0.6 percentage points to 8.2 percent, and a discount rate
that has been reduced from 7.0 percent to 6.25 percent. The
anticipated increase in retiree medical and life insurance costs
primarily reflects unfavorable health care claims cost
experience in 2002 for union retirees, the use of the lower
discount rate and higher assumed medical cost inflation.

U. S. Steel recently announced that it has signed an Asset
Purchase Agreement with National Steel Corporation to acquire
substantially all of National's steelmaking and finishing assets
for approximately $950 million, which includes the assumption of
liabilities of approximately $200 million. Net working capital
will account for at least $450 million of this amount.

This transaction is contingent on the successful negotiation of
a new labor contract with the United Steelworkers of America
covering the National employees, the approval of the bankruptcy
court and other customary regulatory approvals. A court hearing
to consider the Asset Purchase Agreement and related matters is
scheduled for January 30, 2003.

Work continues on several potential transactions to dispose of
non- strategic assets. These include the sale of the raw
materials and transportation businesses to an entity to be
formed by affiliates of Apollo Management L.P., which U. S.
Steel estimates would result in a pretax loss of up to $300
million; the sale of U. S. Steel Mining; and the contribution of
certain timber properties to one or more employee benefit plans.

As reported in Troubled Company Reporter's January 13, 2002
edition, Standard & Poor's placed its 'BB' corporate credit
rating on United States Steel Corp. on CreditWatch with negative
implications following the company's announcement that it plans
to acquire substantially all of bankrupt National Steel Corp.'s
steelmaking and finishing assets.

"Although the acquisition of National Steel would improve the
United States Steel's market position and result in annual
synergies of $170 million in two years", said Standard & Poor's
credit analyst Paul Vastola, "Standard & Poor's is concerned
that these benefits may be more than offset by weaker credit
protection measures given the increase in debt leverage,
declining steel prices and increasing pension costs at USS". Mr.
Vastola added that the acquisition of National and the expected
sale of United States Steel's more stable mining and
transportation assets to Apollo Management LP would be somewhat
detrimental to the company's business profile.


USDATA CORP: Completes $1.5-Million Equity Financing Arrangement
----------------------------------------------------------------
USDATA Corporation (Nasdaq:USDC), a leading supplier of
industrial automation software solutions with a working capital
deficit of about $600,000 (as at Sept. 30, 2002), successfully
completed an equity financing round of $1.5 million. The
investment is being made by SCP Private Equity Partners II,
L.P., the company's largest stockholder.

USDATA also announced that JPMorgan Chase Bank has committed to
renew the company's $3.0 million working capital revolver to be
completed by Jan. 31, 2003.

The $1.5 million equity financing provides the capital support
to allow the company to enhance its SCADA and MES product
offerings as well as the continued expansion of its sales and
marketing efforts including the Xcelerate Solutions Services
Group. The bank financing will provide working capital
assistance to the company to meet its ongoing operating cash
needs.

"USDATA is a proven technology innovation leader. This
investment from SCP will be used to take our products to market
in a broader way and allow us to directly interact in the
implementation of our products in a way that will provide
meaningful value to our customers," said Jim Fleet, interim
President and CEO of USDATA. "This is something customers have
historically requested of USDATA, and I am pleased that, with
this investment, we can begin to execute on our plan to get
closer to our customers. When I rejoined USDATA, I said that it
had a very loyal community of customers and employees. SCP's
funding further indicates the commitment that USDATA has to
drive stakeholder value by leveraging our strengths and becoming
a customer-centric organization that provides real value in its
products and services."

Pursuant to the terms of the equity financing agreement and for
an aggregate purchase price of $1.5 million, the company issued
(1) 37,500 shares of Series C-1 Convertible Preferred Stock; (2)
a warrant to purchase 18,750 shares of Series C-2 Convertible
Preferred Stock at an initial exercise price of $40 per share;
and (3) 619,186 shares of its common stock.

Now in its 28th year, USDATA Corporation, headquartered in
Richardson, Texas (Nasdaq:USDC), is a leading global provider of
software and services that give enterprises the knowledge and
control needed to perfect the products they produce and the
processes they manage. Based upon a tradition of flexible
service, innovation, and integration, USDATA's software
currently operates in a variety of industries in more than 60
countries. Customers include seventeen of the top twenty-five
manufacturers. USDATA's software heritage has emerged from
manufacturing and process automation solutions and has grown to
encompass vast product knowledge and control solutions. The
company has a global network of distribution and support
partners. For more information, visit USDATA on the Web at
http://www.usdata.com


WASTE SYSTEMS: Court Delays Entry of Final Decree Until June 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time period within which Waste Systems International, Inc.,
and its debtor-affiliates must file a final report in its
chapter 11 cases through May 14, 2003.  Additionally, the Court
extended the time for entry of a final decree closing these
cases until June 16, 2003.

Waste Systems International, Inc., is an integrated non-
hazardous solid waste management company that provides solid
waste collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States.  The Company filed for chapter
11 protection on January 11, 2001 in the U.S. Bankruptcy Court
District of Delaware.  Victoria Watson Counihan, Esq., at
Greenberg Traurig LLP represents the Debtors.


WHEELING-PITTSBURGH: Wants Reclamation Claims' Priority Nixed
-------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates ask
for an order from Judge Bodoh:

       (a) confirming the non-priority status of reclamation
           claims; and

       (b) deeming reclamation claims to be general, unsecured
           claims against Debtor WPSC.

Before the Petition Date, in the ordinary course of their
businesses, the Debtors purchased and received goods from
various manufacturers and suppliers for use in their
manufacturing operations.  The goods received ranged from raw
materials used in connection with the manufacture of flat
rolled-steel products to fuel sources, such as coal, oil and
natural gas, and included other items used in the normal
operation of the Debtors' businesses.

The Debtor received reclamation demands from 37 vendors claiming
rights of reclamation under applicable state law and Section
546(c) of the Bankruptcy Code.  These claims are in the
aggregate amount of approximately $5,400,000.

The Debtors have followed a two-stage procedure for the
resolution of the reclamation demands.  The first stage involved
preparation of a report by the Debtors, and the subsequent
resolution of factual disputes regarding the extent to which
reclamation demands were made within the statutory time limits,
the extent to which goods were in the actual possession of the
Debtors and were specifically identifiable, and similar factual
predicates to valid reclamation claims.  The second stage
involved the resolution of legal issues relating to the fact
that liens and security interests in inventory had been granted
to certain pre-petition lenders, and carried over to the
Debtors' post-petition lenders.  The Debtors could commence
proceedings to determine the extent to which the reclamation
claim amounts are subject to defenses by reason of liens granted
to the Debtors' secured creditors, or the Debtors could propose
to resolve these issues through their Plan that would specify
the extent to which reclamation claims would be treated as
allowed administrative expense priority claims.

The Debtors have made a reclamation claims report in which they
computed the agreed-upon value of the goods that are subject to
each of the asserted reclamation demands.  Specifically, the
reclamation claims report lists the dollar value of the goods
that vendors timely sought to reclaim, and that were:

       (i) in the Debtors' possession;

      (ii) specifically identifiable; and

     (iii) unconverted as to form;

in each case as of the date on which the reclamation demand was
received by the Debtors, the Debtors' counsel, or the Court.
The final liquidated amount of all reclamation claim amounts
aggregates approximately $2,900,000.  All of these claims were
made against WPSC. This reclamation report only liquidates the
reclamation claim amounts, and is not an agreement or
stipulation as to the validity of any vendor's underlying claim,
or to any vendor's entitlement to administrative expense
priority or a replacement lien with regard to its reclamation
claim.

The effect of the inventory liens on the reclamation demands now
has to be determined.  The Debtors remind Judge Bodoh of his
orders authorizing post-petition borrowing from the DIP Lenders
in which the Lenders received "superpriority" status, and in
which the inventory liens of the pre-petition lenders were
stipulated and extended to the post-petition borrowings by the
Debtor.  The Debtor used proceeds from the DIP Facility to pay
in full the remaining obligations under the Pre-Petition Credit
Agreement.  In addition, all of the goods that were the subject
of the vendors' reclamation demands have been sold, and the
proceeds have been automatically applied to repay the Debtors'
obligations under the DIP Facility.

The Bankruptcy Code recognizes, within certain limitations, a
vendor's right to reclaim goods upon discovery of a debtor's
insolvency. However, a vendor only has those rights in a chapter
11 case to the extent that the vendor would be entitled to
reclaim the goods under applicable non-bankruptcy law.  Because
the Bankruptcy Code only recognizes in part, and does not
enlarge, a vendor's reclamation remedy under applicable state
law, reclaiming sellers are not entitled to any relief to the
extent that they would not otherwise be entitled to reclamation
relief absent bankruptcy.  Furthermore, reclaiming vendors bear
the burden of proving their entitlement to relief under the
Bankruptcy Code.

In this case, the Debtors submit that the vendors do not have
valid rights of reclamation under applicable non-bankruptcy law
because all of the underlying goods were subject to the prior
claims of WPSC's secured lenders.  Courts overwhelmingly agree
that a secured creditor with a pre-existing lien on goods sought
to be reclaimed is deemed to be a "good faith purchaser" with
respect to the goods.  A vendor's reclamation claim is therefore
subject to the rights of a secured creditor with a lien in the
goods.  The holder of a perfected floating lien on inventory
qualifies as a good faith purchaser with rights superior to that
of a reclaiming seller.  In this case, WPSC's inventory was the
subject of a valid, pre-petition lien that was preserved,
assigned and transferred to the lenders under the DIP Facility.
Accordingly, all of the vendor's reclamation demands are subject
to the prior claims of the lenders under the DIP Facility.

In addition, a vendor's right to reclaim goods, or alternatively
to receive an administrative claim or replacement lien under the
Bankruptcy Code is dependent on the actual disposition of the
specific property that is the subject of a reclamation demand,
or the identifiable proceeds of the specific property.  Where,
as here, the specific goods sought to be reclaimed, or proceeds
from those specific goods, are used in full to satisfy a secured
creditor with a lien in the goods, then the vendor's right to a
priority claim or replacement lien is nullified as a matter of
law.  All of the goods that are the subject of the reclamation
demands have been sold or otherwise disposed of.  The proceeds
of those goods have been applied to pay down revolving advances
under the DIP Facility.  None of the goods or proceeds of the
goods are available to segregate for payment to the vendors.
Therefore, while the vendors will have allowed, unsecured
claims against WPSC in respect of goods delivered prior to the
Petition Date, none of these claims is entitled to
administrative expense priority, or to a replacement lien under
the Bankruptcy Code. (Wheeling-Pittsburgh Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEREHOUSE: Wants Schedule Filing Deadline Moved to April 21
------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
their time period to file comprehensive schedules of assets and
liabilities, statements of financial affairs, and lists of
executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).

During these bankruptcy cases, the Debtors intend to reject the
leases for many of their unprofitable stores. Fortunately,
Wherehouse Entertainment has a core group of profitable stores
around which it can reorganize and the Debtors intend to pursue
such a reorganization as promptly as possible.

Because the Debtors filed the Creditor List on the Petition Date
and have more than 200 creditors, Bankruptcy Rule 1007(c) and
Local Rule 1007-1(d) require the Debtors to file their Schedules
and Statements within 30 days after the Petition Date.

The Debtors relate that they are large and complex enterprises
with operations throughout North America. Because of:

(a) the substantial size and scope of the Debtors'
     businesses,

(b) the complexity of their financial affairs,

(c) the limited staffing available to perform the required
     internal review of their accounts and affairs and

(d) the press of business incident to the commencement of these
     chapter 11 cases,

the Debtors were unable to assemble, prior to the Petition Date,
all of the information necessary to complete and file the
Schedules and Statements.

Given the urgency with which the Debtors sought chapter 11
relief and the more critical and weighty matters that the
Debtors' limited staff of accounting and legal personnel must
address in the early days of these cases, the Debtors will not
be in a position to complete the Schedules and Statements by the
date required by Bankruptcy Rule 1007 and Local Rule 1007-1(d).
Completing the Schedules and Statements for each of the five
Debtors will require the collection, review and assembly of
information from multiple locations throughout the United
States. Nevertheless, the Debtors intend to complete the
Schedules and Statements as quickly as possible under the
circumstances.

Accordingly, the Debtors ask the Court to afford them until
April 21, 2003 to complete and file their Schedules and
Statements.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003. Mark D.
Collins, Esq., and Paul Noble Heath, Esq., at Richards Layton &
Finger, represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $227,957,000 in total assets and $222,530,000 in total
debts.


WORLDCOM INC: Wants to Pull Plug on Metromedia Fiber Optic Deals
----------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that on November 3, 1998, Debtor Intermedia
Communications, Inc. and Metromedia Fiber Network Services, Inc.
entered into Fiber Optic Private Network Agreements pursuant to
which, Intermedia issues Fiber Optic Private Network Agreement
Product Orders for the lease by Intermedia of fiber optic cable
from Metromedia.  Intermedia has issued 22 Orders under the
Agreements, for lease of fiber at varying lease terms and rates.
The Orders provide for liquidated damages in the event that any
Order is terminated before the end of its term.

Worldcom Inc., and its debtor-affiliates have determined that
the fiber that Intermedia leases from Metromedia pursuant to the
Agreements and the Orders no longer benefits the estate.  Ms.
Fife relates that Intermedia has re-routed all of the traffic
that was previously on the fibers rented from Metromedia to
Debtor-owned fiber.  Thus, Intermedia has no use for the fibers
in its ongoing business.

Accordingly, pursuant to Section 365(a) of the Bankruptcy Code
and Rule 6006 of the Federal Rules of Bankruptcy Procedure, the
Debtors seek the Court's authority to reject the Agreements, the
Orders and any other agreement or contract between Metromedia
and Intermedia that relate to the Agreements.

Ms. Fife informs the Court that Metromedia is currently in a
Chapter 11 proceeding pending before the Bankruptcy Court for
the Southern District of New York.  The Debtors have sought and
obtained relief from the automatic stay in Metromedia's case to
proceed with the rejection of the Agreement and the Orders.

By rejecting the Agreement, Ms. Fife points out that the Debtors
will save the estates $1,800,000 in administrative expense per
annum for fiber that the Debtors deem unnecessary.
Additionally, there is no market value for the fibers because
the market rate for fibers of this sort today is less than what
is provided under the Agreements.  Thus, a third party could
probably get the fibers cheaper from Metromedia directly.  The
Agreements and the Orders are now a cash drain on the Debtors'
estates and, thus, should be rejected. (Worldcom Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


XEROX CORP: Reports Strong Fourth Quarter 2002 Earnings Results
---------------------------------------------------------------
Delivering another quarter of improved performance, Xerox
Corporation (NYSE: XRX) announced a return to full-year
profitability and 2002 fourth-quarter earnings that reflect
increased demand in key markets and strong operational results.

The company reported fourth-quarter earnings of 1 cent per
share, including restructuring charges of 34 cents per share and
a one-time tax benefit of 11 cents per share related to the
completion of a tax audit. Excluding restructuring and the tax
gain, the fourth-quarter results reflect earnings of 24 cents
per share - evidence of the sustainability of Xerox's
strengthened business model and competitive portfolio of
products and services.

Disciplined management of the balance sheet resulted in fourth
quarter operating cash flow of $634 million. Additional finance
receivable securitizations also contributed to an increase in
Xerox's worldwide cash position, which was $2.9 billion at year-
end.

"Xerox's aggressive efforts in transforming its business,
generating strong operating cash flow and investing in new
technology is all about building value for customers and
shareholders," said Anne M. Mulcahy, Xerox chairman and chief
executive officer. "We continue to demonstrate through precise
execution and market focus that this strategy is working. Our
customers are responding, our leaner, faster business model is
delivering positive performance and Xerox is building momentum
in the marketplace."

Revenue from equipment sales trended positively in the fourth
quarter due to customer demand for the 17 new products launched
in 2002. The fourth-quarter equipment sale decline of 2 percent
was a significant sequential improvement from the 9-percent
decline in the third quarter of 2002. Total revenue for the
fourth quarter was $4.25 billion, a year-over-year decline of 3
percent.

"Xerox's fourth quarter results demonstrate exceptional
operational performance and increased revenue in important
markets, including office multifunction, production color, and
monochrome production publishing," said Mulcahy. "Despite
continued weakened global economies, customers recognize the
value of Xerox's innovative, integrated technology and services,
which enable more efficient work processes and lower cost,
higher quality document management."

Mulcahy noted that the company's investment in advanced color
technology resulted in a 10 percent year-over-year increase in
total color revenue, largely due to the success of Xerox's
DocuColor 1632, 2240, and 6060 production color series.
Accelerated demand for Xerox's Document Centre 500 series
contributed to a strong revenue increase in the growing market
of office digital multifunction devices. And, the company's
DocuTech family -- Xerox's flagship production publishing system
-- continued to lead the market, driving an increase in Xerox's
monochrome production publishing business.

For the fourth-quarter, gross margins were 43.9 percent, a year-
over-year increase of 2.5 percentage points. Selling,
administrative and general costs decreased $49 million or 4
percent from fourth quarter 2001.

Xerox also highlighted several recent customer wins that
represent new business, competitive knockouts and renewals:

     -- Lloyds TSB recently signed two agreements for Xerox to
manage the European bank's annual $46 million document spend of
its group marketing operations and to manage up to seven digital
print centers. Lloyds TSB's expanded relationship with Xerox is
expected to deliver about $10 million in annual savings.

     -- Building on a strong relationship with Xerox as its
document management services provider, Airborne Express recently
upgraded its offices with the purchase of 350 Xerox Document
Centre digital multifunction systems.

     -- UnitedHealth Group, the largest healthcare services
organization in the U.S., called on Xerox to help manage its
extensive human resources records as UnitedHealth migrates to a
paperless Internet environment. Xerox is deploying an integrated
solution that leverages its expertise in document imaging and
repository services.

     -- First Bank has engaged Xerox for continued managed
services and document solutions in an agreement that calls for
the replacement of over 300 competitive products with Xerox
Document Centre digital multifunction systems as First Bank
shifts to an integrated network enterprise.

Commenting on the first quarter of 2003, Mulcahy said, "We
expect that our expanded product, solutions and services
portfolio will continue to drive modest improvement in year-
over-year equipment sale trends. The flow through from our
accelerated cost reductions in the fourth quarter will further
strengthen our bottom line."

                    Full-Year 2002 Results

For 2002, Xerox delivered a return to full-year profitability.
Income for the full year was $91 million or 2 cents per share,
including full-year after-tax restructuring charges of $470
million or 58 cents per share. Revenue in 2002 was $15.8
billion, compared with $17 billion in 2001.

Xerox Corporation's 6.100% bonds due 2003 (XRX03USN1) are
trading slightly below par at 98 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=XRX03USN1


XM SATELLITE: Closes $475 Million Financing Transactions
--------------------------------------------------------
XM Satellite Radio Inc., (Nasdaq: XMSR) closed on its $475
million funding package -- consisting of $225 million in new
funds from strategic and financial investors and $250 million in
payment deferrals and related credit facilities from General
Motors.

XM also closed its exchange offer with respect to its
outstanding 14 percent Senior Secured Notes due 2010.  XM had
offered its noteholders a package of cash and new securities,
including new 14 percent Senior Secured Discount Notes due 2009
and warrants to purchase common stock.  Over $300 million,
representing 92 percent of the outstanding issue of Existing
Notes, were tendered.  25,514,960 warrants, exercisable at $3.18
per share, have been issued to noteholders.  The company was
advised on these transactions by Bear, Stearns & Co., Merrill
Lynch & Co. and Veronis Suhler Stevenson.

"The completion of these financings and refinancings under
today's difficult investment conditions is a critical milestone
in XM's road to becoming a major entertainment company.  The
funding acquired, coupled with recent GM/Honda OEM announcements
and the marketplace success of new XM receiver products in the
retail marketplace, gives us a clear path to cashflow breakeven
in 2004.  Our management team and employees will continue their
focus on executing each element of our business plan and
delivering exciting, innovative services to our growing base of
customers," said XM President and CEO Hugh Panero.

The $225 million in new funding is in the form of 10 percent
Senior Secured Discount Convertible Notes due in 2009 and a
small concurrent common stock sale.  Purchasers of the Notes
include American Honda Motor Co., Inc.; Hughes Electronics
Corporation; The Hearst Corporation; affiliates of Columbia
Capital LLC, AEA Investors Inc., Eastbourne Capital Management
LLC, Everest Capital Management and BayStar Capital II, L.P.;
and other parties.  The Notes are convertible into common stock
at a price of $3.18 per share.  Proceeds will be used for
general corporate purposes.

Last week, the XM Board of Directors also voted to add two new
members to the Board:  R. Steven Hicks, who brings 33 years of
experience building successful companies in the radio
broadcasting and media industry; and Thomas G. Elliott,
Executive Vice President, Automobile Operations of American
Honda Motor Co., Inc.

XM (Nasdaq: XMSR) had more than 360,000 subscribers as of
Jan. 8, on track to exceed 1 million subscribers in 2003.
General Motors recently announced it will expand the
availability of factory-installed XM radios across 44 different
models, including household brand names such as Buick, Cadillac,
Chevrolet, GMC, Oldsmobile and Pontiac.  Honda announced it will
make XM available as a factory-installed feature on key Acura
and Honda models, including the top-selling Honda Accord.  XM
will be available as an option on future Nissan, Infiniti, Audi
and Volkswagen models.  XM radios are available at major
electronics retailers nationwide.  Leading manufacturers such as
Sony, Alpine, Pioneer, Audiovox and Delphi, maker of the
acclaimed SKYFi radio line, offer a broad array of XM radios
that easily enable any existing car stereo system. During the
recent Christmas season, XM introduced its first portable radio
or "boombox" under the SKYFi Audio System brand.

XM is transforming radio, an industry that has seen little
technological change since FM, almost 40 years ago. XM's
programming lineup features 101 coast-to-coast digital channels:
70 music channels, more than 35 of them commercial-free, from
hip hop to opera, classical to country, bluegrass to blues; and
31 channels of sports, talk, children's and entertainment.  XM's
strategic investors include America's leading car, radio and
satellite TV companies -- General Motors, American Honda Motor
Co. Inc., Clear Channel Communications and DIRECTV.  For more
information, please visit XM's Web site at
http://www.xmradio.com.

XM Satellite Radio Inc.'s 14% bonds due 2010 (XMSR10USR1) are
trading at about 68 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XMSR10USR1
for real-time bond pricing.


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

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  18.0 - 20.0       0
Finova Group          7.5%    due 2009  34.5 - 35.5      -0.5
Freeport-McMoran      7.5%    due 2006  94.0 - 96.0      -1
Global Crossing Hldgs 9.5%    due 2009  3.75 - 4.75      +0.25
Globalstar            11.375% due 2004  6.5  - 7.5       -0.5
Lucent Technologies   6.45%   due 2029  52.0 - 54.0      -1
Polaroid Corporation  6.75%   due 2002   5.5 - 6.5       +1
Terra Industries      10.5%   due 2005  90.0 - 92.0       0
Westpoint Stevens     7.875%  due 2005  35.0 - 37.0      +3
Xerox Corporation     8.0%    due 2027  64.0 - 67.0      +3

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

                          *********

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

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

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

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

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

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

                          *********

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

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

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***