---

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

          Wednesday, September 4, 2002, Vol. 6, No. 175

                          Headlines

ACTERNA CORP: S&P Drops Corporate Credit Rating to SD
AES CORP: DOJ Wants More Information re Pending Sale of CILCORP
AKAMAI TECHNOLOGIES: Transfers Listing to Nasdaq SmallCap Market
AMERICAN AIRLINES: Implementing Two New Fare Policies
AQUA VIE BEVERAGE: Commences OTCBB Trading Effective September 3

ARMSTRONG: Liberty Mutual Wins Nod to Seal Arbitration Records
ASBESTOS CLAIMS: Seeks Okay to Tap Legal Analysis as Consultant
BALDWINS: Wants Schedule Filing Deadline Moved to October 10
BMC INDUSTRIES: Falls Below NYSE Continued Listing Standards
BRIGHTPOINT INC: Completes Sale of Middle East Operations

BUDGET GROUP: Signing-Up Young Conaway to Perform Legal Services
CAPRIUS INC: Receives Offer for Diagnostics Business Assets
COMMERCIAL CONSOLIDATORS: Court Action by Max Systems Dismissed
CONSOLIDATED FREIGHTWAYS: Files for Chapter 11 Reorg. in Calif.
COOPER HEALTH: Moody's Ratchets Bond Rating Up to Ba3 from B1

CREDIT STORE: US Trustee Appoints Unsecured Creditors' Committee
CRESCENT REAL ESTATE: Acquires Johns Manville Plaza in Denver
DADE BEHRING: Sept. 18 Disclosure Statement & Plan Hearing Set
DT INDUSTRIES: Moves Into Phase III of Turnaround Program
DYNEGY INC: Glenn F. Tilton Steps Down as Interim Board Chairman

EB2B COMMERCE: Taps Miller Ellin to Replace Deloitte & Touche
ENRON CORP: ENA Sues Knight-Ridder to Recover $8.7 Mill. Claims
FEDERAL-MOGUL: Establishes Gasket Joint Venture with Taiho
GEMSTAR: Court Says Scientific-Atlanta Didn't Infringe Patents
GEMSTAR-TV: Intends to Seeks Review of District Court Ruling

GIMBEL VISION: Talking with Creditors to Resolve Arrearages
GLOBAL CROSSING: Settles Claim Disputes with Nortel Networks
HOTEL SYRACUSE: Auction & Sale Hearing Convenes Today
IMX PHARMACEUTICALS: Shareholders to Convene on October 24
INTERNET ADVISORY: Closes Triangular Merger with HEIR & Scores

IT GROUP: Shaw Wants Debtors to Return $9.9 Million Overpayment
KASPER ASL: Creditors Have Until Sept 16 to File Proofs of Claim
KEY3MEDIA GROUP: John A. Pritzker Resigns as Director
KMART CORP: Signs-Up Aerodynamics to Sell Additional Aircraft
KOREA THRUNET: Completes First Phase of Restructuring Plan

LERNOUT & HAUSPIE: Judge Wizmur Approves New Mutual Release Pact
LODGIAN INC: Files Chapter 11 Plan and Disclosure Statement
LUMENON INNOVATIVE: Reduces Workforce Through Temporary Layoffs
MARINER POST-ACUTE: Quest Has Until Sept 13 to File Admin. Claim
NII HOLDINGS: US Trustee Balks at Deloitte's Engagement Terms

O2WIRELESS SOLUTIONS: Fails to Meet Nasdaq Listing Requirements
PACIFIC AEROSPACE: Wants More Time to File Form 10-K with SEC
PACIFIC GAS: Agrees to Resolve State Board of Equalization Claim
RIVERWOOD INT'L: Thomas M. Gannon Resigns as Chief Ops. Officer
SAFETY-KLEEN: Services Enters Transportation Pact with Cendian

SAIRGROUP FINANCE: Case Summary & 2 Largest Unsecured Creditors
SALON MEDIA GROUP: Sets Annual Shareholders' Meeting for Oct. 24
SHILOH INDUSTRIES: Reports Improved Fin'l Results for Q3 2002
THAON COMMS: Taps Magnum Financial Group for Advisory Services
UAL CORP: Names Glenn F. Tilton as New Chairman, President & CEO

UAL CORP: Machinists Air Hope That New CEO Will Bring Stability
UNITED AIRLINES: Pilots Express Disdain for Management Proposal
UNITED AIRLINES: Flight Attendants Maintain "No Plan, No Talks"
US AIRWAYS: Hires PricewaterhouseCoopers as Advisor & Accountant
USG CORP: McDowell Welding Seeks Stay Relief to Prosecute Claims

VECTOR ENERGY: Sr. Lender Extends Debt Maturity to Sept. 7, 2002
WARNACO GROUP: Wins Okay to Litigate Workers' Compensation Suits
WHEELING-PITTSBURGH: Has Until Sept. 23 to File Chapter 11 Plan
WILLIAMS CONTROLS: Special Shareholders' Meeting Set for Sept 19
WORLDCOM INC: Honoring & Paying Prepetition Foreign Obligations

XO COMMS: Court Approves Jones Day for Special Legal Services

* Meetings, Conferences and Seminars

                          *********

ACTERNA CORP: S&P Drops Corporate Credit Rating to SD
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on communications test and management company Acterna
Corp., to 'SD' (selective default) from triple-'C'-minus. At the
same time, Standard & Poor's lowered its rating on Acterna's
subordinated note to 'D' from double-'C'. The rating on the
company's senior secured credit facility remains the same at
single-'B'-minus. All ratings on Germantown, Maryland-based
Acterna are removed from CreditWatch with negative implications
where they were placed on August 9, 2002. The total debt
outstanding as of August 29, 2002, was about $870 million.

The rating actions follow the recent completion of the cash
tender offer by Acterna and CD&R Barbados for $149,570,000, the
principal amount of Acterna's outstanding 9_% senior
subordinated notes, with an aggregate purchase price of
approximately $32.9 million. CD&R Barbados is an affiliate of
equity sponsor Clayton,Dubilier & Rice Inc.

"According to Standard & Poor's criteria, an exchange offer at a
substantial discount to par value recognizes that, in effect,
the company will not meet all of its obligations as originally
promised," said Standard & Poor's credit analyst Andrew Watt. He
added, "Acterna's subordinated note rating is lowered to 'D' and
the corporate credit rating to 'SD'. Although the investors
technically accept the offer voluntarily, and no legal default
occurs, the rating treatment is identical to a default on the
specific debt issues involved."

Standard & Poor's will reassess Acterna's credit profile and
assign a new rating that reflects future prospects for credit
quality.


AES CORP: DOJ Wants More Information re Pending Sale of CILCORP
---------------------------------------------------------------
Ameren Corporation (NYSE: AEE) and The AES Corporation (NYSE:
AES) received a Request for Additional Information under the
Hart-Scott-Rodino Antitrust Improvements Act from the U.S.
Department of Justice pertaining to the pending sale of CILCORP
Inc., to Ameren.

The waiting period applicable to the pending sale under the
Hart-Scott-Rodino Antitrust Improvements Act will expire 30 days
after substantial compliance with the Second Request, unless
terminated earlier by the DOJ. Issuance of a Second Request is
not unusual for transactions of this size, and the companies
intend to cooperate fully and respond promptly.

As previously announced, the transaction is subject to
regulatory approvals by the Illinois Commerce Commission, the
Federal Energy Regulatory Commission, the Securities and
Exchange Commission and expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act.  Ameren
on July 31, 2002, filed required notices with the DOJ and the
Federal Trade Commission to acquire CILCORP from AES.  Ameren
expects the sale of CILCORP to close in the first quarter of
2003, and under the stock purchase agreement with AES is
obligated to resolve any issues raised by the DOJ in connection
with its Hart-Scott-Rodino Act filing.

With assets of $10 billion and 2001 revenues of $4.5 billion,
Ameren serves 1.5 million electric customers and 300,000 natural
gas customers in a 44,500-square-mile area of Missouri and
Illinois. With $1.8 billion in assets and 2001 revenues of $815
million, CILCORP's largest subsidiary, CILCO, serves 200,000
electric and more than 200,000 natural gas customers.

                           *    *    *

As reported in Troubled Company Reporter's June 25, 2002
edition, Fitch Ratings lowered The AES Corp.'s senior unsecured
debt to 'BB-' from 'BB' and has placed its ratings on Rating
Watch Negative. The Rating Watch Negative reflects AES's
constrained liquidity in the next 6-9 months and AES's
dependence on dividends from Latin American subsidiaries. Due to
Fitch's policy regarding the linkage of ratings of subsidiaries
with those of a lower-rated parent, Fitch has also lowered the
ratings of AES's subsidiaries IPALCO Enterprises and
Indianapolis Power and Light, as shown by table below. These
ratings are also placed on Rating Watch Negative, reflecting the
companies' ongoing exposure to AES. The ratings of CILCORP and
Central Illinois Light Company remained unchanged and on Rating
Watch Evolving pending their announced sale to Ameren
Corporation.

The revised ratings of AES, IPALCO, IP&L, CILCORP and CILCO are
as follows:

                         AES Corp.

     -- Senior unsecured debt lowered to 'BB-' from 'BB';

     -- Corporate revolver and ROARS lowered to 'BB-' from 'BB';

     -- Senior subordinated debt lowered to 'B' from 'B+';

     -- Convertible junior debentures and trust convertible
        preferred securities to 'B-' from 'B';

     -- Rating placed on Rating Watch Negative.

                 Indianapolis Power & Light Co.

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

     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Preferred stock lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Ratings placed on Rating Watch Negative.

                           IPALCO

     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Rating placed on Rating Watch Negative.

                          CILCORP

     -- Senior unsecured debt 'BBB-';

     -- Rating remains on Rating Watch Evolving pending
        consummation of AES 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';

     -- Ratings remain on Rating Watch Evolving pending the
        consummation of AES sale to Ameren.

The lowered ratings, Fitch said, reflect the increasingly
challenging business environment faced by the company in Latin
America as well as other countries such as the US and the UK,
high consolidated leverage and high parent company leverage. The
Negative Watch is occasioned by the significant refinancing risk
faced by the company in the next six to nine months and the
importance of securing financing or consummating asset sales
during this period. Fitch's ratings also take into consideration
the benefits of diversification in AES' portfolio, recent
announcements on asset sales and actions by AES management to
tighten controls, conserve cash, and reduce strains on corporate
liquidity.

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are trading slightly above par at about 101. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AKAMAI TECHNOLOGIES: Transfers Listing to Nasdaq SmallCap Market
----------------------------------------------------------------
Akamai Technologies, Inc. (Nasdaq: AKAM), the leading provider
of edge computing solutions, delivering secure content and
distributed applications across the Internet, intranets, and
extranets, announced that its request to transfer from The
Nasdaq National Market to The Nasdaq SmallCap Market has been
approved, effective at the opening of business on Tuesday,
September 3, 2002. Akamai's common stock will continue trading
under its current symbol: AKAM.

Akamai is the leading provider of edge computing solutions,
delivering secure content and distributed applications across
the Internet, intranets, and extranets. These solutions enable
customers to achieve optimal results from their e-business
initiatives, thereby reducing the cost of ownership, improving
return on investment, and creating new revenue streams. Akamai's
globally distributed edge computing platform comprises more than
12,900 servers in more than 1,000 networks in 66 countries,
ensuring the highest levels of availability, reliability, and
performance. Headquartered in Cambridge, Massachusetts, Akamai
provides services and world-class customer care to hundreds of
successful enterprises, government entities, and leading e-
businesses worldwide. For more information, visit
http://www.akamai.com


AMERICAN AIRLINES: Implementing Two New Fare Policies
-----------------------------------------------------
American Airlines announced two new fare policies that will
allow customers using lower-fare tickets in the 50 United States
and Canada to change schedules and stand-by for alternate
flights with change fees in certain circumstances.

American has offered customers holding non-refundable tickets
the flexibility to change itineraries since 1992.  American
plans to continue to allow changes for non-refundable domestic
tickets; however, for tickets purchased on or after Aug. 30, for
travel on or after Oct. 1, the change must be made on or before
the departure date of each ticketed flight segment.  The ticket
change fee for these tickets remains the same.  After the
departure date, the ticket will have no value.

American has a long history of allowing customers traveling on
non-refundable tickets to stand by for other flights on their
ticketed day of departure should their schedules require a
change.  Effective for tickets issued on or after Aug. 30 for
travel on or after Jan. 1, American will charge a $100 fee for
customers wishing to stand by for an alternate flight on their
ticketed day of departure.  This fee applies only to fares that
allow stand-by travel.

Customers with refundable fares can still stand by on their
ticketed day of departure without a fee.  Also, for tickets
purchased prior to Aug. 30, American will honor the fare rules
in place at the time of purchase.

These policy changes will allow American to simplify its
processes and lower its operating costs, while continuing to
offer fares competitive with low-cost carriers.  Customers still
can travel at low fares, and enjoy the benefits of American's
extensive global network, More Room Throughout Coach, the
AAdvantage(R) frequent flier program, Admirals Club(R) lounges
and other features travelers expect from American.

Current AMR Corp., (NYSE: AMR) news releases can be accessed via
the Internet.  The address is http://www.amrcorp.com

                           *   *   *

As reported in Troubled Company Reporter's August 20, 2002
edition, American Airlines' net loss for the six months ended
June 30, 2002 topped $1 billion as compared to a net loss of
$489 million for the same period in 2001.  American's operating
loss for the six months ended June 30, 2002 was $1,353 million,
compared to an operating loss of $713 million for the same
period in 2001.  American's 2002 results continue to be
adversely impacted by the September 11, 2001 terrorist
attacks and the resulting effect on the economy and the air
transportation industry.  On April 9, 2001, Trans World Airlines
LLC (TWA LLC, a wholly owned subsidiary of AMR Corporation)
purchased substantially  all of the assets and assumed certain
liabilities of Trans World Airlines, Inc.  Accordingly, the
operating results of TWA LLC are included in the Americans'
consolidated financial statements for the six month period ended
June 30, 2002 whereas for 2001 the results of TWA LLC were
included only for the period April 10, 2001 through June 30,
2001.   All references to American Airlines, Inc. include the
operations of TWA LLC since April 10, 2001 (collectively,
American).  In addition, American's 2001 results include: (i) a
$586 million charge ($368 million  after-tax) related to the
writedown of the carrying value of its Fokker 100 aircraft  and
related rotables in accordance with SFAS 121, "Accounting  for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", and (ii) a $45 million gain ($29 million after-
tax) from the settlement of a legal matter related to the
Company's 1999 labor disruption.

In June 2002, Standard & Poor's downgraded the credit ratings of
American, and the credit ratings of a number of other major
airlines. The long-term credit ratings of American were removed
from Standand & Poor's Credit Watch with negative implications
and were given a negative outlook.   Any additional reductions
in American's credit ratings could result in increased borrowing
costs to the Company and might limit the availability of future
financing needs.


AQUA VIE BEVERAGE: Commences OTCBB Trading Effective September 3
----------------------------------------------------------------
Aqua Vie Beverage Corporation (OTCBB:AVBC) announced that the
company's common stock will begin trading Tuesday, September 3,
2002, on the OTC Bulletin Board under the stock symbol "AQVB."
Broker/dealers, please note symbol change from "AVBC" to "AQVB."

The stock symbol change follows a 1:20 reverse split, effective
September 3, 2002, which pertains to all the issued and
outstanding common shares, stock options, and warrants of the
company. As a result of the stock split, which was authorized by
shareholders pursuant to a notice filed with the Securities and
Exchange Commission on July 8, 2002, the company currently has
approximately 5.5 million shares of common stock outstanding.

Aqua Vie Beverage Corp., develops and markets all-natural,
lightly flavored, still (noncarbonated) bottled spring water.
The company's low-calorie alternative beverages are bacteria-
free and contain no preservatives. Aqua Vie produces and markets
the Hydrator(TM) line of beverages in the United States and
Europe. This beverage line, comprised of seven low-calorie, all-
natural beverages that are lightly flavored and packaged in
half-liter bottles, is designed to increase one's personal
consumption of water, naturally. The underlying technology also
serves as the delivery system for Aqua Vie's new line of
children's Hydrators(TM), PurePlay(TM) and Eau Vin(TM), Aqua
Vie's line of nonalcoholic wine and champagnes made from spring
water. For further information about Aqua Vie Beverage Corp.,
visit the company's Web site at http://www.aquavie.com


ARMSTRONG: Liberty Mutual Wins Nod to Seal Arbitration Records
--------------------------------------------------------------
Liberty Mutual Insurance Company asks the Court for a protective
order restricting access to certain confidential ADR rulings and
material.

Armstrong World Industries has informed Liberty Mutual that it
intends to disclose certain rulings and appellate briefs from an
ongoing, confidential Alternative Dispute Resolution proceeding
in which Liberty and AWI are parties. Liberty Mutual objected
immediately.  But despite Liberty's good faith efforts, AWI has
refused to "accommodate" Liberty's confidentiality concerns.
Accordingly, Liberty now seeks entry of a protective order in
response to AWI's improper effort to disclose confidential ADR
materials.

The Wellington Agreement has played a central role in many
insurance coverage and other issues related to the defense of
asbestos bodily injury actions against companies such as AWI.
It also established a procedure whereby signatories were to
resolve remaining disputes involving asbestos bodily injury
claims that the Agreement itself did not conclude through an ADR
process.  That process consisted of mediation, followed if
necessary by a trial proceeding, followed by an appellate
proceeding.

At the outset of the AWI ADR, Liberty, AWI, and the
participating parties entered into a confidentiality
stipulation, which provided that material from the ADR would be
maintained as confidential.  The confidentiality stipulation has
certain exceptions, which are not applicable here.

The trial phase of the ADR has been concluded and the Final
Judgment is the subject of an appeal under the appellate
provisions established in the Wellington Agreement.  With
respect to binding arbitration, AWI and Liberty expressly agreed
when entering into the Wellington Agreement that binding ADR
decisions would have no precedential effect. Furthermore, in the
Wellington Agreement the parties agreed that dissemination of
ADR awards would be limited to Wellington subscribers.

AWI's stated intention of disclosing a component of the Final
Judgment has already been declined by the ADR Trial Judge on a
previous occasion.  The ADR Trial Judge ruled that the
confidentiality stipulation "supercedes the right of nonparty
subscribers to review ADR awards filed with the [Center for
Public Resources], and, in any event, does not permit
subscribers to disclose confidential ADR awards to trial judges
in other ADR proceedings."

The Travelers Indemnity Company and Travelers Casualty and
Surety Company support Liberty Mutual in this Motion.

                           AWI Objects

AWI opposes Liberty Mutual's Motion for protection "that would
prevent other parties and the public from attending the hearing
on its Motion for Relief form the Automatic Stay, and obtaining
important information about an asset that potentially provides
unlimited insurance coverage for a substantial percentage of
AWI's alleged liability for asbestos-related bodily injury
claims".

Mark D. Collins, Esq., at Richards Layton & Finger, tells the
Court that Liberty Mutual's real purpose is to prevent the
parties and the public from seeing the Final Judgment and AWI's
arbitration brief because Liberty does not want anyone to know
either:

    -- the full extent of its potential obligation to
       provide insurance coverage for asbestos-related
       bodily injury claims against AWI, or

    -- the weakness of the various coverage and other
       defenses that it has been asserting in attempting
       to avoid honoring its obligations under its
       policies.

These are not legitimate bases for secrecy in federal court.  On
the contrary, information about the insurance coverage that is
available to pay claims is freely discoverable under the Federal
Rules of Civil Procedure.  The Motion should be denied.

The PI Committee joins AWI in opposing Liberty Mutual's motion.

                             *     *     *

Judge Newsome recused himself sua sponte.  Thus, Judge Judith K.
Fitzgerald -- after hearing the arguments -- granted Liberty's
Motion in part, holding that any Confidential Information,
including exhibits to William Skinner's declaration, are filed
and maintained under seal pending further Order.

Judge Fitzgerald further ruled that the hearing on the motion
for stay relief is continued to January 24, 2003. (Armstrong
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ASBESTOS CLAIMS: Seeks Okay to Tap Legal Analysis as Consultant
---------------------------------------------------------------
Asbestos Claims Management Corporation wants to bring-in Legal
Analysis Systems as its Asbestos Bodily Injury Claims
Consultant.  The Debtor asks the U.S. Bankruptcy Court for the
Northern District of Texas to approve that engagement.

Legal Analysis is one of the leading consulting firms with
respect to analyzing and solving complex problems associated
with asbestos-related bodily injury matters. Legal Analysis has
been providing asbestos bodily claims consulting services to the
Debtor and its non-debtor parent since 1993.

Legal Analysis will conduct investigations and analysis, perform
data and statistics research, and assist and advise the Debtor
with respect to:

     a) estimating the number and value of present and future
        asbestos personal injury claims;

     b) developing claims procedures to be used in the
        development of financial models of payments and assets
        of a claims resolution trust; and

     c) analyzing and responding to issues relating to providing
        notices to personal injury claimants and assisting in
        the development of such notice procedures.

The Debtor tells the Court that Legal Analysis will be
compensated at its standard hourly rates.  The Debtor does not
disclose the Firm's specific hourly rates.

Asbestos Claims Management Corporation filed for chapter 11
protection on August 19, 2002.  Michael A. Rosenthal, Esq., and
Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors it listed debts and assets of over
$100 million.


BALDWINS: Wants Schedule Filing Deadline Moved to October 10
------------------------------------------------------------
Baldwins Industrial Services, Inc., and Baldwins Leasing, LP
want to extend the deadline to file their Schedules of Assets
and Liabilities, Statements of Financial Affairs, Schedules of
Executory Contracts and Unexpired Leases and Lists of Equity
Security Holders required pursuant to 11 U.S.C. Sec. 521(1) and
Rule 1007 of the Federal Rules of Bankruptcy Procedure.  The
Debtors want until October 10, 2002, to file their Schedules and
Statements.

The Debtors relate that to prepare the Schedules and Statements,
they must gather information from books, records and documents
relating to thousands of transactions.  Collection of the
information necessary to complete the Schedules and Statement
will require the expenditure of substantial time and effort by
Debtors' employees and outside professionals.

In view of the amount of time involved in the projects, as well
as the size and complexity of the Debtors' cases and demands
upon their employees to assist in efforts to stabilize business
operations since the Petition Date, it is not likely that they
can complete the Schedules and Statement until Oct. 10.

Baldwins Industrial Services Inc., and Baldwins Leasing LP
filed for chapter 11 protection on August 26, 2002. Jack M.
Partain, Jr., Esq., at Fulbright & Jaworksi represents the
Debtors in their restructuring efforts.  When the Company filed
for chapter 11 protection it listed assets of not more than $10
million and estimated debts at not more than $50 million.


BMC INDUSTRIES: Falls Below NYSE Continued Listing Standards
------------------------------------------------------------
BMC Industries, Inc., (NYSE:BMM) has been advised by the New
York Stock Exchange that the Company fell below the NYSE's
continued listing criteria relating to minimum share price. The
NYSE requires that the Company's stock trade at a minimum share
price of $1.00 over a 30-day trading period. Under NYSE rules,
the Company must bring its share price and average share price
back above $1.00 within six months of the NYSE notification.

The Company has formally acknowledged receipt of the
notification and advised the NYSE of its intent to cure this
deficiency. Since receipt of the NYSE notification, the price of
the Company's common stock has traded above $1.00 for the past
10 consecutive trading days.

BMC Industries, founded in 1907, is comprised of two business
segments: Buckbee-Mears and Optical Products. The Buckbee-Mears
group offers a range of services and manufacturing capabilities
to meet the most demanding precision metal manufacturing needs.
The group is a leading producer of a variety of precision photo-
etched and electroformed components that require fine features
and tight tolerances. The group is also the only North American
manufacturer of aperture masks, a key component in color
television picture tubes.

The Optical Products group, operating under the Vision-Ease
trade name, is a leading designer, manufacturer and distributor
of polycarbonate, glass and plastic eyewear lenses. Vision-Ease
is a technology and market share leader in the polycarbonate
lens segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet filtering and impact resistant
characteristics.

BMC Industries, Inc., is traded on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the Company's Web site at
http://www.bmcind.com


BRIGHTPOINT INC: Completes Sale of Middle East Operations
---------------------------------------------------------
Brightpoint, Inc., (NASDAQ:CELL) and certain of its subsidiaries
have completed the sale of their respective interests in
Brightpoint Middle East FZE and its subsidiary Fono Distribution
Services LLC and Brightpoint Jordan Limited to Persequor
Limited, an entity in which Jac Currie, the former Managing
Director of Brightpoint's operations in the Middle East, and
certain members of his management team have significant
ownership and control. Pursuant to the transaction, Brightpoint
received two subordinated promissory notes from Persequor with
face values totaling approximately US$4.2 million that mature in
2004 and 2006. In addition, under the Sale and Purchase
Agreement, the Company may receive additional proceeds, which
are contingent upon collection of accounts receivable from a
certain customer. The Company expects to record a loss in the
range of US$1.75 million to US$2.25 million relating to the
disposition of the Middle East operations and the results of
operations sold will be classified as a part of discontinued
operations in its consolidated statement of operations.

Concurrent with the completion of this transaction, US$5 million
of cash, which was pledged by Brightpoint Holdings B.V., to
support letters of credit utilized by the Middle East
operations, has been released and is now unrestricted. In
addition, Brightpoint and Persequor entered into an agreement
whereby Brightpoint will pay Persequor management fees for
providing management services relating to certain of the
Company's customers.

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly
deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other
outsourced services that integrate seamlessly with its
customers. Additional information about Brightpoint can be found
on its Web site at http://www.brightpoint.comor by calling its
toll-free Information and Investor Relations line at 877-IIR-
CELL (877-447-2355).

                         *   *   *

As reported in Troubled Company Reporter's May 8, 2002 edition,
Standard & Poor's said it lowered its corporate credit rating on
Brightpoint Inc., to 'B+' from 'BB-'. The downgrade reflected a
net loss from continuing operations for the quarter ended March
31, 2002. Outlook is negative.

The ratings reflect Indianapolis, Indiana-based Brightpoint's
position as a leading distributor and provider of value-added
logistics services in the fragmented and highly competitive
wireless communications products distribution market. Increased
market saturation for wireless handsets, and global economic
weakness, particularly in the U.S., has resulted in lower
consumer demand and diminished near-term growth prospects for
Brightpoint. The company reported revenues of $339 million in
the first quarter, down 4% from the year-earlier period, and a
net loss from continuing operations of $1.9 million.

While Brightpoint's profitability in 2002 is expected to benefit
from restructuring and cost-reduction actions, near-term
profitability is expected to be weak. The current rating
reflects Standard & Poor's expectation that Brightpoint will
restore positive EBITDA in the second quarter of 2002 and that
profitability will improve sequentially during 2002.

Availability under a $90 million bank facility provides adequate
near term liquidity. The rating also incorporates the
expectation that the company will adequately address potential
near-term maturities.

                      Outlook

Failure to sequentially improve operating profitability during
2002 could lead to lower ratings.

                     RATINGS LIST

      RATINGS LOWERED                          TO           FROM

   Brightpoint Inc.

      * Corporate credit rating                B+            BB-
      * Senior secured debt                    BB-           BB
      * Subordinated debt                      B-             B


BUDGET GROUP: Signing-Up Young Conaway to Perform Legal Services
----------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates want to employ
Young Conaway Stargatt & Taylor LLP as local Delaware counsel to
perform legal services that will be necessary during these
Chapter 11 cases.

Robert Aprati, the Executive Vice-President, General Counsel and
Secretary of Budget Group Inc., tells the Court that the Debtors
chose Young Conaway as their local counsel because of the firm's
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11
of the Bankruptcy Code.  The Debtors believe that Young
Conaway's expertise, experience and knowledge practicing before
bankruptcy court will be efficient and cost effective for the
Debtors' estates since Young Conaway has become familiar with
the Debtors' businesses and affairs, and many of the potential
legal issues, which may arise in the context of the pending
Chapter 11 cases.

The Debtors intend to compensate Young Conaway on an hourly
basis, and reimburse the firm for actual, necessary expenses and
other charges incurred.  The principal attorneys and paralegals
presently designated to represent the Debtors and their current
standard hourly rates include:

              Robert S. Brady              -  $400
              Edward J. Kosmowski          -  $280
              Edmon L. Morton              -  $280
              Joseph A. Malfitano          -  $260
              Matthew B. Lunn              -  $220
              Thomas Hartzell (paralegal)  -  $135

As legal counsel, Young Conaway will:

A. provide legal advice with respect to the powers and duties
   as debtors in possession in the continued operation of their
   businesses and management of their properties;

B. prepare and pursue confirmation of a plan of reorganization
   and approval of a disclosure statement;

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

D. appear in Court and protect the Debtors' interests before the
   Court; and

E. perform all other legal services for the Debtors, which may
   be necessary and proper in these proceedings.

Robert S. Brady, a partner at Young Conaway, tells the Court
that the Firm received a $148,220 retainer in connection with
planning and preparation of initial documents for filing the
Debtors' Chapter 11 cases.  A portion of this amount has been
applied to prepetition fees and expenses, including the Chapter
11 filing fees.  Young Conaway will hold the balance as security
for postpetition fees and expenses.

Mr. Brady assures the Court that the firm is a "disinterested
person".  In addition, Young Conaway does not hold or represent
any interest adverse to the estates that would impair its
ability to objectively perform the services for the Debtors, in
accordance with Section 327 of the Bankruptcy Code.  However,
Young Conaway currently has relationships with several parties-
in-interest in the Debtors' cases, including:

A. The Debtors have sought to retain various professionals in
   connection with these cases.  For example, the Debtors have
   sought to retain Sidley Austin Brown & Wood and KPMG.  Over
   the years, Young Conaway has worked with these professionals
   on various occasions representing either the same parties,
   parties with similar interests or parties with adverse
   interests;

B. Young Conaway currently serves as co-counsel to General
   Motors Corporation, who is a creditor in the Chapter 11 cases
   of Quintus Corporation, el al. Case No. 01-0501 (MFW) pending
   in this District.  Young Conaway's representation of General
   Motors is wholly unrelated to the Debtors;

C. Young Conaway currently represents Credit Suisse First Boston
   in corporate matters wholly unrelated to these cases.  Credit
   Suisse has been identified as one of the Debtors'
   postpetition lenders and is a possible creditor of the
   Debtors;

D. Young Conaway currently represents Wells Fargo Bank
   Minnesota, N.A., in corporate matters wholly unrelated to
   these cases. Wells Fargo serves as the indenture trustee
   under the 9.125% Senior Notes due April 1, 2006 in these
   cases; and

E. Young Conaway provided the Board of Directors of Budget Group
   Inc., with corporate advice in March and April 1999.  The
   representation concluded in April 1999. (Budget Group
   Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


CAPRIUS INC: Receives Offer for Diagnostics Business Assets
-----------------------------------------------------------
Caprius, Inc., (OTCBB: CAPR) says its received a preliminary
offer from a third party to buy the assets of its Diagnostics
Business.

The preliminary due diligence has commenced.

The transaction is subject to the parties reaching a definitive
agreement including customary closing conditions and Board
approval.

The Company also stated that the closing of the previously
announced investment in MCM Environmental Technologies Inc., has
been extended to September 2002.

As reported in Troubled Company Reporter's August 27, 2002
edition, Caprius continues its efforts to seek additional funds
through funding options, including banking facilities,
government-funded grants and private equity offerings in order
to provide capital for future expansion. There can be no
assurance that such funding initiatives will be successful, and
in light of the current low market price any equity placement
would result in substantial dilution to current stockholders.
Consequently, the Company's viability could be threatened. In
addition, the Company has incurred substantial losses in recent
years. Accordingly, the auditors' report on the 2001 financial
statements contains an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a
going concern.

Caprius, Inc., was founded in 1983 and through June 1999
essentially operated in the business of medical imaging systems
as well as healthcare imaging and rehabilitation services. On
June 28, 1999, the Company acquired Opus Diagnostics Inc., and
began manufacturing and selling medical diagnostic assays. The
Company continues to own and operate a comprehensive breast-
imaging center located in Lauderhill, Florida.

Opus currently produces and sells 14 diagnostic assays, their
calibrators and controls for therapeutic drug monitoring which
are used on the Abbott TDx(R) and TDxFLx(R) instruments.
Therapeutic drug monitoring is used to assess medication
efficacy and safety of a given therapeutic drug in human bodily
fluids, usually blood. The monitoring allows physicians to
individualize therapeutic regimens for optimal patient relief.
The test kits are used for in vitro testing; i.e., the tests are
performed outside of the body.


COMMERCIAL CONSOLIDATORS: Court Action by Max Systems Dismissed
---------------------------------------------------------------
Commercial Consolidators Corp. (AMEX:ZCC) (FRANKFURT:CJ9),
announced that the court action referred to in Thursday's press
release commenced by its subsidiary, Max Systems Group, Inc.,
and certain other parties has been dismissed without costs. The
parties are continuing to operate under the terms of the
purchase agreement relating to the purchase of that subsidiary.

Commercial Consolidators Corp., is a diversified distributor of
business technologies (cellular phones and accessories, and
computer hardware and software) and consumer electronics to the
Americas (North, South and Central). The Company's head office
is located in Toronto, Ontario.

As reported in Troubled Company Reporter's September 2, 2002
edition, Commercial Consolidators Corp., is considering various
debt restructuring strategies. The Company's various
alternatives include potentially the sale of certain of our
operating divisions. The Company is also negotiating with
various lenders as to possible debt restructuring, and is also
considering seeking protection under the Companies' Creditors
Arrangement Act -- the equivalent of a Chapter 11 filing under
the U.S. Bankruptcy Code.

The Company's subsidiary, Max Systems Group, Inc., filed a
Statement of Claim and an order seeking certain injunctive
relief Thursday against the Company and Michael Weingarten, our
Chairman.  That claim sought damages in the amount of $5,000,000
and punitive damages in the amount of $2,000,000.  The Company
was prepared to defend the action and assert counterclaims
against the three former owners of Max Systems.

Alpha Capital Aktiengesellschaft filed suit in the Southern
District of New York seeking injunctive relief and damages
arising in connection with the sale of $1.0 million of our
convertible notes issued by the Company to Alpha and certain
other investors in January 2002. Alpha is seeking an order from
the court allowing it to convert its notes into our common
stock, alleging that a negotiated floor price in the investment
documents are not longer applicable. The Company will vigorously
defend the action and is confident that these conversions will
not be ordered. It is our intention to seek damages against
Alpha in a counter suit.


CONSOLIDATED FREIGHTWAYS: Files for Chapter 11 Reorg. in Calif.
---------------------------------------------------------------
On September 3, 2002, Consolidated Freightways Corporation, a
Delaware corporation, Consolidated Freightways Corporation of
Delaware, a Delaware corporation, CF AirFreight Corporation, a
Delaware corporation, Redwood Systems, Inc., a Delaware
corporation, Leland James Service Corporation, a Delaware
corporation and CF MovesU.com Incorporated, a Delaware
corporation, filed petitions for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California.

The Debtors required substantial additional sources of financing
in order to satisfy their obligations in a timely manner. The
Debtors had discussions under way with existing lenders,
investors and other sources to obtain the additional financing
the Debtors needed to continue operations. The Debtors have been
unable to secure sufficient additional financing to continue
operations. In particular, the Chapter 11 filing is necessary
because one of CFC's surety bondholders cancelled coverage
relating to CFC's self- administered insurance programs for
workers' compensation and vehicular casualty. This negatively
impacted the pending discussions with all lenders and investors.
Ultimately, CFC was unable to secure financing and to bridge the
surety bond gap, at which point the situation became critical.
Moreover, the Debtors anticipated that a second insurer would
also cancel coverage. The Board of Directors reluctantly
concluded that the Debtors could not continue to operate, pay
employees and meet its obligations. The Debtors will ask the
bankruptcy court to allow them to oversee their operations as
debtors in possession, subject to court approval of matters
outside the ordinary course of business. While in Chapter 11,
the Debtors will attempt a management-directed sale of the
Debtors' business as a going concern. In the event such a sale
is not possible, the Debtors will attempt to sell portions of
the business in separate transactions and to liquidate and
collect the remainder of the Debtors' assets. The Debtors have
engaged an investment banking firm to assist in the sale. All
such sales will attempt to maximize the value of the Debtors'
assets for the benefit of the Debtors' creditors. CFC believes
that the Debtors will not be able to fully satisfy the claims of
the creditors from the proceeds of such sales and liquidations.
Therefore, CFC believes that CFC's stockholders will not receive
any distributions on account of their stock.

On September 2, 2002, CFC, CFCD, Redwood Systems, Leland James
and CFMU sent notices of termination to approximately 15,500
active employees and effectively ceased all operations except
those limited operations necessary to protect the Debtors'
assets. Canadian Freightways Ltd., and subsidiaries and Grupo
Consolidated Freightways, S.A. de RL, as well as several
non-operating subsidiaries, have not terminated their employees
and are continuing their normal business operations. These
entities will not be included in the bankruptcy filings. CF
AirFreight, although included in the bankruptcy filing, did not
terminate any employees and will continue normal business
operations.

At June 30, 2002, the Company's balance sheet lists total
liabilities of $$791,559,000, and total assets of $783,573,000

The Company has arranged for a debtor in possession credit
facility with General Electric Capital Corporation in order
to provide liquidity during the bankruptcy proceeding. The DIP
Facility will provide the Company with $225 million in financing
for working capital and letter of credit needs and is secured by
accounts receivable, real estate and rolling stock. Borrowings
will bear interest at the Prime rate as defined in the DIP
Facility plus 550 basis points. The DIP Facility matures on the
earlier of on or about September 4, 2003 or the date a plan of
liquidation becomes effective. The DIP Facility may be
terminated upon the occurrence of an event of default under the
DIP Facility and contains mandatory paydown provisions upon the
occurrence of certain asset sales. The DIP Facility contains
certain performance covenants that the Company must maintain and
covenants that limit the Company's ability to incur additional
indebtedness or pay dividends, among other things. The DIP
Facility replaces the Company's accounts receivable
securitization agreement and real estate credit facility
previously provided by GECC, both of which are discussed below.
Outstanding borrowings of $34.8 million and outstanding letters
of credit of $130.6 million under these agreements will be
transferred to the DIP Facility on or about September 4, 2002.
Deferred costs related to the accounts receivable securitization
agreement and real estate credit facility were $4.0 million and
$0.7 million, respectively, as of June 30, 2002. Those costs
along with costs incurred in entering into the DIP Facility will
be amortized over the life of the DIP Facility.


COOPER HEALTH: Moody's Ratchets Bond Rating Up to Ba3 from B1
-------------------------------------------------------------
The Cooper Health System's bond rating has been upgraded by
Moody's Investors Service.  The rating has changed from a B1
rating to Ba3 with a stable outlook.

Lisa Goldstein, Analyst, Public Finance Group, Moody's Investors
Service, stated that the upgrade is attributable to Cooper's
improving financial health.  "The health system has shown good
profit margins through interim FY 2002 results and much improved
liquidity, which is partially offset by a recent private
placement debt issuance which increased leverage indicators,"
said Ms. Goldstein.  She adds, "While the system (Cooper) is in
the midst of management changes and is embarking on external
strategies to further strengthen its essential role in Camden,
we believe that the overall creditworthiness has improved from
its prior years of difficult financial performance and lack of
cash reserves, creating an improved debt repayment profile and
supporting the upgrade and stable outlook."

The report indicates that financial performance of The Cooper
Health System has improved in the interim period after
unexpected loss in FY 2001.  A large part of the improvement
reflects growth in net patient revenues which are up
substantially over the prior year, 22%, due to rate increases
and steady growth volumes.  Moody's analysts credit success to
the decision of the health system to raise rates to be on par
with local competitors, along with a vigorous focus on other
revenue enhancement and cost reduction strategies. This is
underscored by a new philosophy of the new senior management
team and enhanced trustee oversight.

The two major components of The Cooper Health System are its
567-bed hospital and University Physicians, employing 275
faculty physicians.  Cooper is one of the three Principal
Hospitals and academic medical centers of University of Medicine
and Dentistry of New Jersey, and serves as the home of the
Robert Wood Johnson Medical School in Camden.  Cooper is a
regional tertiary-level referral center for the entire southern
New Jersey region. Cooper is the teaching and safety net
provider for the community with over 18,000 admissions in FY
2001.  As a result, Moody's concludes, "Cooper will be
a long-term health care provider in the market."  Moody's notes
a new management strategy to increase its specialists and
subspecialists complement to stem the outmigration to the
academic medical centers in Philadelphia, estimated at 30,000
patients annually.

Moody's recognizes the more active role that Cooper's Board of
Trustees has taken in the financial and strategic performance of
the system by establishing the Chairman of the Board as a full-
time paid position, a structure similar to most for-profit
corporations.  The Chairman's major focus is two-fold: to ensure
that the oversight and fiduciary responsibilities of the Board
are effectively and responsibly carried out and that Cooper's
goals are well-defined, understood, and achieved.

Moody's Analyst Goldstein concludes that the financial
performance of The Cooper Health System is improving with better
margins, liquidity growth and a more disciplined approach in its
effort to build up its reserves as compared to the past.  She
says, "We believe that these financial improvements -- along
with the goal to reposition itself in the southern New Jersey
market -- are favorable credit factors that support the rating
upgrade and stable outlook."

Cooper Health System Board of Trustees' Chairman, Charles E.
Sessa, Jr., accepts the vote of confidence that Moody's
Investors has given to Cooper.  He states there are additional
challenges, however.  "While we are pleased with this vote of
confidence by Moody's, Cooper, like other health care providers
faces several major challenges.  The Governor's recently signed
Revitalization and Economic Rehabilitation Act is critical to
the future of Southern New Jersey, the City of Camden, and
Cooper.  Anything which might in the future derail this
important legislation would have a strong negative economic
impact on the South Jersey region.  Charity Care funding for
Cooper continues to be inadequate while Cooper continues to
provide Charity Care to a growing segment of the southern New
Jersey community.  Like other health systems in the region,
Cooper continues to be negatively impacted by the crisis with
malpractice insurance and out of control jury awards.  Our
success to date has positioned us to address these challenges in
the future, but there are substantial issues which still need to
be addressed."


CREDIT STORE: US Trustee Appoints Unsecured Creditors' Committee
----------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12
appoints a four-member Official Committee of Unsecured Creditors
in the chapter 11 case involving The Credit Store, Inc.:

     1. Finkelstein & Krinsk
        Address: 110 W. C Street, Ste. 814
        San Diego, CA 92130
        Contact Person: Howard Finkelstein or Lauren LaGrant
        Phone: (619) 238-1333

     2. Creditor: Connecting Point Computer Center
        Address: 3300 W. 49th Street
        Sioux Falls, SD 57106
        Contact Person: Jim Platt
        Phone: (605) 361-8881

     3. Creditor: Riskwise, LLC
        Address: 1010 West St. Germain Ste. 150
        St. Cloud, MN 56301
        Contact Person: Nancy Deaton
        Phone: (320) 203-6600

     4. Creditor: Atlantus Partners
        Address: 370 Camino Gardens Blvd. #300
        Boca Raton, FL 33432
        Contact Person: Tim Kirkpatrick Phone: (561) 417-5002

Mr. Platt is designated as Acting Chairperson of the Committee
pending selection of a permanent Chairperson.

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.
The Company filed for chapter 11 protection on August 15, 2002.
Clair R. Gerry, Esq., at Stuart, Gerry & Schlimgen, LLP and Mark
E. Andrews, Esq., at Neligan Stricklin, LLP represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $68 million in assets
and $69 million in debts.


CRESCENT REAL ESTATE: Acquires Johns Manville Plaza in Denver
-------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced the
acquisition of Johns Manville Plaza, a 29-story, 675,000 square
foot Class A office building located in downtown Denver,
adjacent to an existing Crescent office tower. Johns Manville,
which was constructed in 1978 and renovated in 1998, is 99%
leased at rental rates that Crescent believes are below current
comparable market rents. The property was acquired for
approximately $91 million. Brokers for the transaction were
Peter Savoie and Mary Sullivan of Cushman & Wakefield of Denver.

Denny Alberts, President and Chief Operating Officer, commented,
"We continue to be long-term supporters of Denver, particularly
Denver's CBD market. By acquiring Johns Manville at a
significant discount to replacement cost, we believe we are in a
position to fully capitalize on the growth in demand we expect
the market to experience when the economy recovers. The building
has high-quality credit and single-digit lease rollover through
2005. In addition, by owning adjacent buildings, we should gain
operating efficiencies for those buildings. This acquisition
supports our strategy of taking our office portfolio from
approximately 70% to over 80% of total asset value."

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the
nation. Through its subsidiaries and partners, Crescent owns and
manages a portfolio of 75 premier office buildings totaling
nearly 29 million square feet and centered in the Southwestern
United States, with major concentrations in Dallas, Houston,
Austin and Denver. In addition, the company has investments in
world-class resorts and spas and upscale residential
developments.

                         *    *    *

As reported in the April 3, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its ratings on Crescent
Real Estate Equities Co., and Crescent Real Estate Equities
L.P., and removed them from CreditWatch, where they were placed
on Jan. 23, 2002.  The outlook remains negative.

Crescent's financial profile is weak, with low coverage measures
and a largely encumbered portfolio that limits financial
flexibility. The company's core office portfolio performance has
been fairly stable but is highly concentrated in markets with
current weak fundamentals. Sustained portfolio weakness, coupled
with the potential for meaningful activity on the company's
share repurchase program (which has over $400 million
remaining), could stress financial measures further, prompting a
one-notch downgrade. Alternatively, a return to stable would be
driven by successful portfolio performance, despite the current
market softness, and a demonstrated commitment by management to
a more conservative financial profile with a tempered policy
toward share repurchases.

       Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
   Corporate credit rating          BB            BB/Watch Neg
   $200 million 6-3/4%
      preferred stock               B             B/Watch Neg
   $1.5 billion mixed shelf  prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating          BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002      B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007      B+            B+/Watch Neg


DADE BEHRING: Sept. 18 Disclosure Statement & Plan Hearing Set
--------------------------------------------------------------
Dade Behring Holdings, Inc., and its wholly-owned indirect and
direct domestic subsidiaries filed for Chapter 11 protection on
August 1, 2002 with the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division.  Contemporaneously
therewith, the Debtors filed their Disclosure Statement and
Reorganization Plan with the court.

The Honorable Bruce Black will convene a combined hearing to
consider the adequacy of the Disclosure Statement, approval of
the Solicitation procedures and confirmation of the
Reorganization Plan on September 18, 2002 at 9:00 a.m. or
thereafter as counsel can be heard.

Objections, if any, must be filed with the Bankruptcy Court and
received no later than 4:00 p.m. Central time on September 6,
2002. Copies must also be served on:

      (i) Counsel to the Debtors
          Kirkland & Ellis
          200 East Randolph Drive
          Chicago, Illinois 60601
          Attn: James H.M. Sprayregen, Esq.
                Marc Kieselstein, Esq.

     (ii) the United States Trustee for the district in which
          the Chapter 11 cases are pending

    (iii) Attorneys for the Administrative Agent under the
          Prepetition Bank Credit Agreement
          Simpson Thacker & Bartlett
          Attn: Peter Pantaleo, Esq.

     (iv) Attorneys for the Noteholders Committee
          Hennigan, Bennett & Dorman
          Attn: Bennett Murphy, Esq.

      (v) Attorneys for any official committee that may be
          appointed in the Debtors' chapter 11 cases

The Debtors comprise the sixth largest manufacturer and
distributor of in vitro diagnostic (IVD) products in the world.
The Debtors primarily sell diagnostic systems that include
instruments, reagents, consumables, service and date management
systems. Of the total estimated $20 billion annual global IVD
market, the Debtors serve a $12 billion segment targeted
primarily at clinical laboratories. James Sprayregen, Esq., and
Marc Kieselstein, Esq., at Kirkland & Ellis represent the
Debtors in their restructuring efforts.


DT INDUSTRIES: Moves Into Phase III of Turnaround Program
---------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, reported fourth quarter 2002
income available to common stockholders of $14.8 million,
compared with a restated net loss available to common
stockholders of $64.4 million for the same period a year
earlier.  The company reported a net loss in fiscal 2002 of
$14.9 million, compared with a restated net loss of $73.1
million in fiscal 2001.  See "Restatement of Historical
Financial Results" below for an explanation of the restatement
of the company's financial statements.   The income available to
common stockholders for the fourth quarter and fiscal 2002
includes $16.6 million, or $1.16 per diluted share for the
quarter and $1.54 per diluted share for the fiscal year, of gain
on conversion of preferred securities, net of tax, in
conjunction with the company's previously reported financial
recapitalization.

Fourth quarter net sales were $77.2 million compared with $126.6
million in the same period last year after adjusting $12.7
million net sales of divested units.  For the fiscal year ended
June 30, 2002, DTI posted net sales of $326.3 million compared
with net sales of $466.1 million in the prior year, a decrease
of 30% after adjusting for $45.0 million net sales of divested
units.

The company adopted the new accounting standard, SFAS 142,
related to goodwill and other intangible assets during the first
quarter of fiscal 2002 and, as a result, discontinued goodwill
amortization, resulting in a $1.3 million favorable variance in
pre-tax income in the fourth quarter of fiscal 2002 compared
with the fourth quarter of fiscal 2001.  For purposes of
comparison, if the accounting treatment had been the same last
year, fourth quarter fiscal 2001 EPS would have increased by
$0.11 per share resulting in a net loss of $63.3, or $6.11 per
share and full fiscal year 2001 earnings would have increased
$0.44 per share resulting in a net loss of $68.5 million or
$6.74 per share.

Fourth quarter 2002 new order inflow was $75.7 million, down
from $83.9 million in the corresponding prior year quarter,
after adjusting downward by $10.6 million for divested business
units.  Backlog at the end of the fourth quarter 2002 was $142.8
million, compared with $208.5 million a year earlier, after
adjusting downward by $8.9 million for divested business units.

          Restatement Of Historical Financial Results

The company previously announced that it would be required to
make certain accounting adjustments to its consolidated
financial statements for fiscal years 1999, 2000 and 2001 and
the unaudited consolidated quarterly financial information for
the first three quarters of fiscal year 2002 as a result of an
understatement of cost of sales at the company's Assembly
Machines, Inc., subsidiary due to an overstatement of the
balance sheet account entitled costs and estimated earnings in
excess of amounts billed on uncompleted contracts.  The
cumulative effect of the adjustment for fiscal 1999, 2000, 2001
and the first three quarters of fiscal 2002 was $4.2 million
after tax or $6.5 million on a pre-tax basis.  The company
believes that its forecast for future earnings should not be
adversely impacted by these accounting adjustments.

The restatements lowered for the first three quarters of fiscal
2002, in the aggregate, previously reported gross profit and
increased the operating loss by $0.3 million, net loss by $0.2
million and diluted net loss per share by $0.02.

                    Fourth Quarter Highlights

Automation segment sales were $58.8 million, down $49.4 million
or 46% compared with the year-ago period.  The decrease was
attributable to general economic conditions and restrained
capital spending in the markets served by this segment.  Gross
margins in the automation segment were 25.4% compared to a
restated 18.0% in the year-ago period after adjusting for prior
year fourth quarter inventory charges, reflecting the effects of
lower breakeven levels, cost control and improved performance on
jobs.

Packaging segment sales were $18.4 million compared with $18.3
in the same period last year, after adjusting $1.6 million for
the sale of Scheu & Kniss. Gross margins at 16.4% were unchanged
from a year ago after adjusting for the inventory charges in the
fourth quarter of 2001.

The company completed the sale-leaseback of our Hyannis,
Massachusetts manufacturing facility during the fourth quarter,
resulting in a pre-tax loss of $1.1 million.

                         2002 Highlights

"We have continued to make significant progress to return DT
Industries to financial health.  During the year, we completed
the sale of Detroit Tool Metal Products, Scheu & Kniss and
Hansford Parts and Products, recapitalized the balance sheet,
integrated seventeen independent units with twenty-two locations
into six divisions with twelve locations and focused on our
continuous improvement/lean thinking process.  These actions are
starting to make an impact as seen by the operating profit we
posted in the fourth quarter of 2002 on a low sales level of
$77.2 million," said Stephen J. Perkins, president and CEO.

Jack Casper, Senior VP - Finance and CFO, added, "The financial
recapitalization, completed June 20, 2002, positions our capital
structure in a way that balances our business and financial risk
in order to generate longer-term stockholder value.  The working
capital management program and recapitalization allowed us to
reduce debt by almost $135.0 million during fiscal year 2002."
Casper also added that "quarterly interest costs going forward
should be $2.2 million or less with cash interest representing
roughly half."

                         2003 Outlook

"While we are encouraged by the level of bidding activity,
businesses are still reluctant to raise their capital spending,"
added Perkins.  "Slow economic conditions continue to persist in
the capital equipment markets.  We expect to generate better
margins on our projects as we have reduced our breakeven levels
by integrating our business units and fostered better
performance by our associates through our expanded continuous
improvement/lean thinking training efforts.  We are now moving
into Phase III of our turnaround, which emphasizes growth
through internal expansion.  We are excited about several new
products we expect to introduce in the fall as a result of our
R&D efforts."

                  Class Action Lawsuit Dismissed

The company also announced that the U.S. District Court for the
Western District of Missouri has dismissed with prejudice the
stockholder class action lawsuit relating to the restated
financial statements announced in fiscal 2000.  The plaintiffs
did not appeal this decision, meaning that final judgment has
been entered in favor of the company and the other defendants.


DYNEGY INC: Glenn F. Tilton Steps Down as Interim Board Chairman
----------------------------------------------------------------
The Board of Directors of Dynegy Inc., (NYSE:DYN) announced that
Glenn F. Tilton has resigned as interim chairman of Dynegy to
become chairman, president and chief executive officer of UAL
Corporation (NYSE:UAL).  Mr. Tilton's resignation is effective
immediately. Dynegy' Board will elect a successor to Mr. Tilton
in the near future. Daniel L. Dienstbier continues to serve as
interim chief executive officer.

Mr. Tilton said, "I've been privileged these past months to see
first hand the extraordinary efforts of the men and women of
Dynegy to pull together and rebuild this company, all in the
face of difficult and complex challenges. Their focus on
overcoming these challenges, and on the fundamental work of this
company, day-in and day-out, is what is enabling Dynegy to
restore the trust of investors, lenders and business partners."

Mr. Tilton continued, "Dynegy has already made substantial
progress to enhance liquidity, stabilize the business and
address the key issues of concern to the marketplace. In
addition to having a solid base of assets and strong business
fundamentals, the company is now well prepared to take the
additional actions necessary to tap its full potential and
demonstrate its ability to move forward again. The Board, Dan
Dienstbier, Steve Bergstrom and the entire Dynegy team are
deservedly proud for their tremendous, collaborative effort."

Mr. Dienstbier noted that Mr. Tilton has provided valuable
counsel over the past few months and congratulated him on his
new assignment. "Glenn is more than capable of guiding any
company through challenging times, and I have no doubt that he
will be successful at UAL. He leaves us at a good time: We have
achieved notable milestones in our capital and liquidity plans
and are fully focused on the future," he added.

On behalf of the Board, Lead Director Otis Winters said, "Glenn
Tilton has provided excellent leadership at a critical time for
Dynegy and has been instrumental in helping the Board guide
Dynegy through a particularly tough period. Glenn is an
extraordinarily talented and experienced executive, and we all
wish him well." Mr. Winters added that Mr. Tilton was one of
three Board members representing ChevronTexaco, and the election
of a new CVX Board member and new Board Chairman would be under
consideration very soon.

                   Background of Glenn F. Tilton

Mr. Tilton was elected a member of Dynegy's Board of Directors
on January 22, 2002. He assumed the position of interim Chairman
of Dynegy in May 2002 to help lead the company's effort to
restore investor confidence. He has also served as Vice Chairman
of the Board of Directors of ChevronTexaco since the merger of
Chevron Corporation and Texaco Inc., completed in October 2001.
Previously, he was Chairman and Chief Executive Officer of
Texaco Inc., a position he assumed in February 2001.

Mr. Tilton, 54, joined Texaco Inc., in 1970 after serving in
various marketing, corporate planning and European downstream
assignments of increasing responsibility. In 1989, while serving
as President of U.S. Refining and Marketing, he was appointed
Vice President of Texaco Inc.  He became Chairman of Texaco Ltd.
in 1991 and President of Texaco Europe in 1992. In January 1995,
he was appointed President of Texaco USA and, later that year, a
Senior Vice President of Texaco Inc.  In January 1997, he became
President of Texaco's Global Business Unit.

Dynegy Inc., produces and delivers energy, including natural
gas, power, natural gas liquids and coal, through its owned and
contractually controlled network of physical assets. The company
serves customers by aggregating production and supply and
delivering value-added solutions to meet their energy needs.

                         *    *    *

As reported in Troubled Company Reporter's July 29, 2002,
edition, Standard & Poor's Rating Services lowered its corporate
credit rating of Houston, Texas-based energy provider Dynegy
Inc., and subsidiaries to single-'B'-plus from double-'B'.

At the same time, Standard & Poor's lowered the corporate credit
rating of Northern Natural Gas Co., to single-'B'-plus from
triple-'B' minus and the Creditwatch listing was changed to
negative from developing. All other affiliates' ratings remain
on CreditWatch with negative implications.

The rating action -- prior to completion of the Northern Natural
Gas pipeline -- reflected Standard & Poor's analysis that cash
flows were deteriorating.

DYN is continuing to execute a restructuring plan designed
to reduce consolidated debt and improve liquidity.


EB2B COMMERCE: Taps Miller Ellin to Replace Deloitte & Touche
-------------------------------------------------------------
On August 6, 2002, eB2B Commerce, Inc., dismissed Deloitte &
Touche LLP as independent auditors for the Company. The decision
to dismiss Deloitte and to seek new accountants was approved by
the Company's Board of Directors.

The opinion issued by Deloitte & Touche LLP with the Company's
financial statements for the year ended December 31, 2001
included a reference to substantial doubt that exists regarding
the Company's  ability to continue as a going concern.

Effective August 6, 2002, the Company engaged Miller
Ellin/Company LLP to serve as the Company's independent
auditors.


ENRON CORP: ENA Sues Knight-Ridder to Recover $8.7 Mill. Claims
---------------------------------------------------------------
Enron North America Corp., asks the Court to compel Knight-
Ridder Inc., to pay its debt to ENA's estate.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, ENA and Knight-Ridder are parties to a financially
settled swap transaction involving the price of newsprint.  The
Transaction is governed by the International Swap Dealers
Association Inc., Master Agreement dated November 4, 1998.
Parts of the Agreement are:

  (a) the Schedule and a Credit Support Annex setting forth the
      modifications and adjustments to certain terms of the
      Agreement and the credit support terms of the Transaction;
      and

  (b) a Confirmation evidencing the specific terms and
      conditions of the Transaction and ENA's option to enter
      into the Transaction.  The Conformation also sets the
      fixed price Knight-Ridder was to pay, the quantity of
      newsprints, the terms of the Transaction and the schedule
      of payment dates.

The Transaction commenced on January 1, 1999 and will end on
December 31, 2008.

Accordingly, Ms. Gray relates, ENA invoiced Knight-Ridder on a
monthly basis and requested payment of amounts under the
Confirmation.  However, since the Petition Date, Knight-Ridder
has failed to pay any of ENA's five postpetition invoices.

On May 21, 2002, ENA gave Knight-Ridder notice of the default
and demanded for the payment of the owed amounts within three
business days.  Knight-Ridder still failed to pay ENA.  Thus,
Ms. Gray reports, ENA terminated the Agreement on June 3, 2002
by the service of Notice of Default and Termination.

Upon an Early Termination, the future obligations due under the
Confirmation are to be valued against prevailing market prices.
To the extent the Confirmations are priced above or below the
market, the party who benefits from the market differential is
entitled to a payment of the present value of the differential
-- Forward Value.

ENA calculates that the Termination Payment is $8,744,370, which
can be broken down to:

    -- $6,650,483 Forward Value, and
    -- $2,093,887 as Transaction Payment.

Until now, Knight-Ridder has not yet made these payments.

Ms. Gray argues that ENA deserves to recover these amounts
because:

  (a) ENA has performed under the Agreement, the Schedule and
      the Confirmation;

  (b) the Agreement, including the Schedule and the
      Confirmation, are valid and enforceable obligations of
      Knight-Ridder; and

  (c) Knight-Ridder is obligated to pay the Termination Payment
      under the Agreement, upon demand.

Thus, ENA demands a judgment on the Termination Payment and an
award of attorney's fees, costs and interest. (Enron Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders
reports, are trading at 11.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


FEDERAL-MOGUL: Establishes Gasket Joint Venture with Taiho
----------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) and Taiho
Corporation of America, a wholly-owned subsidiary of Taiho Kogyo
Co., Ltd., have agreed to establish a joint venture at an
existing Federal-Mogul facility in Gordonsville, Tennessee, to
produce engine gaskets for global vehicle manufacturers.

Federal-Mogul and Taiho each will own 50 percent of the
joint venture, called TF Global Gaskets LLC.  TFGG will
produce multi-layer steel cylinder head gaskets, initially
focusing on auto manufacturers in North America.  The joint
venture plans to begin shipping components to customers in
December 2002.

Cylinder head gaskets provide a seal between the engine
block and cylinder head, and are essential to containing
combustion gases and cylinder pressure during engine operation.
The MLS technology delivers enhanced performance, durability and
engine cleanliness compared to conventional gaskets made of
various composites.

"We are pleased to establish this joint venture with an
experienced company that shares Federal-Mogul's commitment to
being the best in the world at manufacturing cylinder head
gaskets for increasingly challenging vehicle applications," said
Thomas Conaghan, senior vice president, Sealing Systems and
Systems Protection, Federal-Mogul.  "The joint venture supports
our goal of growing relationships and earning new business with
Japanese automakers.  It will benefit from Taiho's established
relationship with Japanese auto manufacturers and from Federal-
Mogul's long track record serving U.S.-based manufacturers."

Seihachi Takahashi, executive vice president, Taiho Kogyo
Co. Ltd., said: "We are happy to combine our strengths with
those of Federal-Mogul.  We look forward to the success of this
business in the United States, and to identifying global
programs for future growth.

"As a solution-based parts manufacturer offering proprietary
technology, Taiho has provided Japanese original equipment
manufacturers with high-performance products and has earned a
reputation for reliability with our customers," Takahashi added.
"Engine gaskets are among our core products and Taiho has grown
to be a clear leader in supplying multi-layer steel gaskets for
automobiles."

Taiho Kogyo Co., Ltd., was founded in 1944 and is based in
Toyota-City, Japan.  Taiho Kogyo has six plants in Japan that
manufacture automotive components including engine bearings and
bushings, aluminum die-casting products, precision dies,
gaskets, assembly products and other parts.  Taiho Corporation
of America, based in Tiffin, Ohio, manufactures and sells
bearings and aluminum die-casting components for the U.S.
automotive market. (Federal-Mogul Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEMSTAR: Court Says Scientific-Atlanta Didn't Infringe Patents
--------------------------------------------------------------
Following a ruling in its favor against Gemstar by the
International Trade Commission on Thursday, Scientific-
Atlanta, Inc., (NYSE: SFA) announced that the United States
District Court for the Northern District of Georgia on Friday
granted Scientific-Atlanta's motion for summary judgment against
Gemstar-TV Guide International and related entities.  The Court
at the same time rejected Gemstar's cross-motion for summary
judgment.  The court found that Scientific-Atlanta's Explorer(R)
set-top boxes do not infringe any claims of U.S. patent numbers
5,508,815 and 5,568,272.  The Court's decision was based on its
October 2001 "Markman" Order construing the terms in the
patents.  There are additional Gemstar and Scientific-Atlanta
patents at issue in the Atlanta court.

"We are pleased by the Judge's ruling here in Atlanta, and that
in consecutive days two different tribunals have ruled that
Scientific-Atlanta's products do not infringe two different sets
of Gemstar patents," said William Eason, senior vice president
and general counsel of Scientific-Atlanta.

Scientific-Atlanta, Inc. -- http://www.scientificatlanta.com--
is a leading supplier of digital content distribution systems,
transmission networks for broadband access to the home, digital
interactive set-tops and subscriber systems designed for video,
high-speed Internet and voice over IP networks, and worldwide
customer service and support.  BarcoNet, recently acquired by
Scientific-Atlanta, is a leading provider of multimedia
distribution solutions for broadband cable and broadcast
applications, as well as terrestrial, telecom, satellite and
wireless applications.

                         *    *    *

As reported in Troubled Company Reporter's August 20, 2002
edition, Standard & Poor's Ratings Services placed its ratings,
including its double-'B'-plus corporate credit rating, on
Gemstar-TV Guide International Inc., on CreditWatch with
negative implications, based on the company's announcement that
it is delaying the release of its 2002 second-quarter earnings
and filing of its Form 10-Q with the SEC, and that the company
is reviewing how it recognizes revenue. Pasadena, California-
based Gemstar also reported it is restating its 2001 financial
results to reverse a nominal amount of revenue recognized at its
TV Guide subsidiary. Total debt outstanding at March 31, 2002,
was about $302.7 million.

"Standard & Poor's believes the disclosure heightens concerns
about the company's reported financial results and escalating
investor uncertainty", said Standard & Poor's credit analyst
Alyse Michaelson. She added that, "The ratings are already
vulnerable to mounting business risk. Recent announcements of an
ongoing review of how advertising was recorded and allocated,
and the potential for management instability, exert further
downward pressure on the ratings despite adequate cash
resources."

Standard & Poor's said that the ratings could be negatively
affected by adjustments to revenue and cash flow guidance, an
eroding cash cushion, additional accounting issues, a negative
outcome of patent litigation, or other unexpected developments.


GEMSTAR-TV: Intends to Seeks Review of District Court Ruling
------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) received
notice that the United States District Court for the Northern
District of Georgia has found certain digital set-top box models
sold by Scientific-Atlanta Inc., and Pioneer Corporation,
Pioneer North America, Inc., and Pioneer Electronics (USA),
Inc., do not infringe two of Gemstar-TV Guide's patents. The
Company intends to seek review of this decision in the most
expedited manner possible.

The Company currently has a patent portfolio of over 200 issued
US patents and over 350 pending US patent applications. Twenty-
two US patents have issued to the Company in 2002 alone. The
recent ruling in Atlanta involved only two of the Company's
patents and does not address the validity of these two patents.
The Company currently has several additional patents asserted in
the Atlanta litigations. Gemstar-TV Guide also continues to
evaluate its existing patent portfolio and newly-issued patents
for assertion against those who infringe on the Company's
patented technologies.

"Our resolve to innovate and to protect our innovations and
inventions remains as strong as ever. Gemstar-TV Guide remains
committed to the consumer to create and develop technologies
that simplify and enhance the consumer electronic experience.
The results of such efforts over the last two decades have
yielded novel patented technologies such as VCR Plus+,
electronic books, and the interactive program guide," said
Jonathan Orlick, Executive Vice President and General Counsel.

"It is to be expected that Gemstar-TV Guide would encounter many
challenges in its efforts to protect the pioneering concepts set
forth in its patents, some of which date back to the 1980s. This
current ruling is one step in the process, and we remain
committed to diligently enforcing and validating the Company's
intellectual property rights in the Atlanta litigation," said
John L. North, a partner at Sutherland Asbill & Brennan, LLP,
counsel to the Company.


GIMBEL VISION: Talking with Creditors to Resolve Arrearages
-----------------------------------------------------------
Gimbel Vision International Inc., received the resignation of
Clifford M. James from his position as Chairman of Board and a
director of the Corporation.  Karen J. Gimbel has also resigned
her position as a director of the Corporation.  Mr. Craig
Lavelle has tendered his resignation as President and CEO.  Mr.
Lavelle will provide transitional consulting services to GVI.
The Corporation is currently seeking replacements for these
positions.

             Second Quarter Results of Operations

Overview

* 2,507 procedures completed in fiscal 2002 second quarter.

* Net loss of $568,961 ($0.02/share) incurred in the second
  quarter, compared to  a net loss of $612,732 ($0.03/share)
  incurred in the first quarter.

* Remaining United States centers in Las Vegas, Nevada and
  Latham, New York closed during second quarter.

* Sale of Corporation's Alberta assets to I Care Services Ltd.
  approved by shareholders on July 30, 2002.

Refractive Procedure Volumes

During the second quarter of 2002, refractive procedure volumes
for GVI totaled 2,507, a 36% decrease over the comparable period
in 2001. Second quarter volumes from North American operations
amounted to 2,507, a 29% decrease from the prior year. Other
non-North American operations generated volumes of nil due to
the disposal of substantially all of the Corporation's interest
in its Bangkok, Thailand center on March 26, 2002. In the prior
year second quarter, procedure volumes from non-North American
operations were 422.

Compared to the first quarter of 2002, second quarter volumes
from North American operations decreased by 6%.

Procedure volumes for the six month period ended June 30, 2002
were 5,187 compared to 7,384 from the same period in 2001. North
American procedure volumes were 4,889 for the period ended June
30, 2002 compared to 6,738 from the same period in 2001.
Procedure volumes from centers outside North America were 298
and 646 for the respective six month periods ended June 30, 2002
and 2001.

Consolidated Financial Results

Consolidated revenues for the second quarter of 2002 were $1.9
million, essentially unchanged from first quarter consolidated
revenues of $2.0 million. Consolidated revenues for the second
quarter of 2001 were $3.3 million. Revenues from Canadian
operations were $1.9 million as compared to $1.5 million for the
first quarter and $2.1 million for the prior year second
quarter.

Operations based in the United States generated revenues of nil
in the second quarter, versus $443,000 in the first quarter of
2002 and $1.2 million in the second quarter of 2001.

For the six month period ended June 30, 2002, consolidated
revenues were $3.9 million, including $3.4 million from Canadian
operations and $443,000 from United States operations.
Comparative figures for the same period in 2001 were
consolidated revenues of $6.7 million, Canadian revenues of $3.6
million and United States revenues of $3.1 million.

The net loss of $568,961 for the three month period ended June
30, 2002 was greater than the $235,148 net loss for the prior
year's second quarter. The comparative decline in current year
second quarter earnings was due primarily due to consulting and
legal costs associated with negotiations with Dr. Howard Gimbel
to resolve GVI's failure to meet certain provisions of certain
agreements with Dr. Gimbel and his affiliated corporations.

The net loss of $1.2 million for the six month period ended June
30, 2002 was an improvement over the $1.5 million net loss for
the prior year's same period. Excluding the restructuring charge
of $785,600 recorded in the first quarter of 2001, the loss for
the period ended June 30, 2001 was $754,000.

On a geographic basis, the loss from Canadian operations was
$375,000 in the second quarter of 2002 as compared to a loss of
$146,000 in the second quarter of 2001. This decrease was due
mainly to consulting and legal fees as discussed above.

A loss of $182,000 was recognized in the United States
geographic segment for the second quarter of 2002 as compared to
a loss of $74,000 in the second quarter of 2001. The United
States segment results for the second quarter are due to charges
related to closing the Las Vegas, Nevada and Latham, New York
centers.

The loss before interest, taxes and depreciation and
amortization was $77,000 for the second quarter of 2002 as
compared to earnings of $356,000 for the second quarter of 2001.

Consolidated cash as at June 30, 2002 was $18,000 as compared to
$20,000 at March 31, 2002 and $229,000 as at December 31, 2001.
During the second quarter of 2002, major uses of cash included
payments of capital lease obligations and long-term debt.

Early in the second quarter the Corporation's centers in Las
Vegas, Nevada and Latham, New York ceased operations. Therefore,
as at June 30, 2002, the Corporation wrote-off its investment in
these centers. These centers were not making a positive
contribution to the financial results of the Corporation. The
Corporation is in the process of formalizing its divestiture of
its investment in these centers. Remaining on the Corporation's
balance sheet is its proportionate share of certain obligations
under capital lease and long-term debt, and its proportionate
share of any assets relating to these obligations.

During the second quarter, the Corporation became in arrears in
payments in respect of certain of its obligations under capital
leases. Given the existence of cross-violation debt covenants,
substantially all of the Corporation's obligations under capital
leases have been classified as current liabilities.

The Corporation is working with its creditors to resolve these
arrears, and the future success of the Corporation depends on
the continued support of these and other creditors.

On July 30, 2002, the shareholders of the Corporation approved
the sale of the assets of the Corporation's Alberta centers to I
Care Services Ltd.  Certain of the conditions required for
closing this transaction are still outstanding. The expected
proceeds to be received are approximately equal to the net book
value of the assets being sold. The name of the Corporation will
be changed upon the closing of this transaction to a name that
does not include the name "Gimbel".

Gimbel Vision International Inc. is a public Corporation that
owns or is partnered with refractive vision correction centers
in Canada, the United States, and Asia. To date, GVI's surgeons
have performed over 90,000 refractive eye surgeries. Gimbel
Vision International Inc. shares are listed on The TSX Venture
Exchange and trade under the symbol "GBV".


GLOBAL CROSSING: Settles Claim Disputes with Nortel Networks
------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that Nortel Networks Inc., provides Global
Crossing Ltd., and its debtor-affiliates with equipment,
installation and support services in connection with terrestrial
and submarine optical networking solutions -- pursuant to
various agreements.  Nortel has a significant presence in the
Debtors' Network due to the deployment of products purchased
from Qtera Corporation -- a wholly-owned subsidiary of Nortel --
under a purchase agreement dated June 5, 2000 between Nortel
Networks and GC North American Networks.  The Debtors also
utilize Nortel's DMS 500 switches, which are deployed throughout
the Debtors' North American voice platform.

According to Mr. Walsh, Nortel asserts claims against the
Debtors and certain non-Debtor affiliates for $41,900,000,
including administrative expense claims and claims having
priority or preference against certain non-Debtor affiliates.
In addition, Nortel asserts claims against the Debtors for
certain future obligations related to the Qtera Agreement and
for value added tax reimbursements.  The Debtors dispute the
amount, extent and priority of Nortel's claims.

The salient terms of the Nortel Settlement Agreement are:

A. Parties:  Global Crossing Ltd., GC North American Networks;
   GC North America, GC Holdings; GC Pan European Crossing;
   Global Crossing Mexicana; S. de R.L. de C.V.; Global Crossing
   Development Co., Inc.; GC Telecommunications; and Nortel
   Networks;

B. 2002 Payment by Global Crossing to Nortel:  $6,610,000 by
   December 31, 2002, subject to reduction for certain amounts
   already paid by certain Global Crossing entities in the year
   2002, estimated to be $3,450,000;

C. Emergence Payment by GC Pan European Crossing to Nortel:
   $3,000,000 on the effective date of the Plan of
   Reorganization, provided, however, that in the event of
   certain transfers of the Debtors' right to use Nortel
   software, GC Pan European Crossing will, on account of the
   Emergence Payment, pay $1,000,000 to Nortel upon the closing
   of the transaction;

D. Payments by North American to Nortel Under the Qtera
   Agreement:

   -- $3,550,000 on September 30, 2003, and

   -- $6,000,000 on September 30, 2004, except that in the event
      GC North American Networks chooses to pay $7,550,000 under
      the Qtera Agreement by December 31, 2002, then the payment
      will result in a complete discharge of the Qtera
      Obligation;

E. Global Crossing Credits for Tax Overpayments:  Nortel has
   received a refund of taxes in which the Debtors exempt from
   paying and, subsequently, Nortel has issued $1,457,228.52 in
   credits to be applied against 2002 and 2003 Nortel invoices;

F. Allowed General Unsecured Claim:  Nortel will have an allowed
   general unsecured claim against GC Holdings in an aggregate
   amount not to exceed $100,000;

G. Global Crossing Release:  As of the Effective Date, the
   Debtors release Nortel from all claims relating to the
   Nortel Agreements, other than claims arising under any
   warranties contained in these agreements;

H. Nortel Release:  As of the Effective Date, Nortel releases
   the Debtors from all claims relating to the Nortel
   Agreements; and

I. Assumption of Executory Contracts:  The Debtors will assume
   these Nortel Agreements, provided that no payments will be
   required in connection with the assumption:

   -- Equipment Purchase and Installation Contract dated as of
      July 30, 1999, between Nortel Networks Inc. and GC
      Mexicana;

   -- Global Purchase and License Agreement dated as of May 8,
      2001, between GC Holdings and Nortel, and associated
      orders;

   -- Global Purchase Agreement dated as of January 1, 1999,
      between Frontier Communications and Nortel and associated
      amendments extended to the earlier to occur of December
      31, 2002 or the execution of a new agreement with terms
      and conditions mutually agreed upon by the parties
      thereto;

   -- Qtera Agreement; and

   -- DMS 500 DSO ports letter agreement dated as of October 13,
      2000, between GC North America and Nortel. (Global
      Crossing Bankruptcy News, Issue No. 19; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


HOTEL SYRACUSE: Auction & Sale Hearing Convenes Today
-----------------------------------------------------
Hotel Syracuse, Inc., intends to sell substantially all of its
assets free and clear of liens, claims and encumbrances; assume
and assign certain executory contracts and unexpired leases; and
assign those contracts and leases to the purchaser.

The U.S. Bankruptcy Court for the Northern District of New York
has scheduled an Auction for the Debtor's hotel assets on
September 4, 2002 at 1:00 p.m.  Immediately following the
Auction, the Honorable Stephen D. Gerling the will conduct a
Sale hearing to consider final approval of the Auction Sale.

The Hotel Syracuse, based in New York, is a 600-room full-
service hotel and banquet facility. Andrew C. Gold, Esq., at
Herrick, Feinstein LLP and Stephen A. Donato, Esq., at Hancock &
Estabrook LLP represent the Debtor in its bankruptcy case.


IMX PHARMACEUTICALS: Shareholders to Convene on October 24
----------------------------------------------------------
The Annual Meeting of the holders of the common stock and the
Class B Preferred Stock of IMX Pharmaceuticals, Inc, will be
held at the Offices of Griffin Securities, Inc., Third Floor 17
State Street, New York, New York 10004 at ten o'clock AM, on the
24th day of October 2002 to consider all of the following:

         1. Election of five Directors for a term of one year.

         2. Approval of the 2002 Employee Stock Option Plan

         3. Reincorporation in Delaware.

         4. Modification of the Class B Preferred Stock.

         5. One for Five Stock Recombination.

         6. Any other business as may properly come before the
            meeting.

No proxies will be solicited by the Company's management in
connection with this meeting.

The Company's operations are presently those of its subsidiaries
Findstar plc., ThinkDirectMarketing, Inc and DirectMAilQuotes,
LLC.  The Subsidiaries have collectively incurred operating
losses since their incorporation. As of March 31, 2002 the
Company's current liabilities exceeded its current assets by
$2,418,389 and its total liabilities exceeded its total assets
by $4,518,506. These matters raise substantial doubt about the
ability of the Company to continue as a going concern. The
Company's continuance will be dependent on the ability to
restructure its operations to achieve profitability in the near
term and its ability to raise sufficient debt or equity capital
to fund continuing operations until such restructuring is
completed.


INTERNET ADVISORY: Closes Triangular Merger with HEIR & Scores
--------------------------------------------------------------
On August 13, 2002 a triangular merger between The Internet
Advisory Corporation, Inc., HEIR Holding Company Inc., a
Delaware corporation, and Scores Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of The Internet Advisory
Corp., was completed. The merger was based upon an August 7,
2002 Agreement and Plan of Merger among the parties. Pursuant to
the merger (i) Scores Acquisition Corp. was merged with and into
HEIR; (ii) the HEIR shareholders exchanged all of their HEIR
shares, constituting all of the issued and outstanding capital
stock of HEIR, for an aggregate of 3,000,000 shares of The
Internet Advisory's restricted common stock making HEIR a wholly
owned subsidiary of The Internet Advisory Corp.; and (iii) HEIR,
the surviving corporation in the merger, changed its name to
Scores Licensing Corp. The HEIR shareholders were Richard
Goldring, Elliot Osher and William Osher, each of whom is an
affiliate of The Internet Advisory Corp.  Mr. Goldring is an
officer, director and principal shareholder of the Company.
Elliot Osher and William Osher are principal shareholders of
Company. Scores Licensing Corp., is the owner of all of the
intellectual property rights to the "SCORES" trademark, name and
brand. The determination of the number of shares of The Internet
Advisory's stock to be exchanged for the HEIR shares was based
upon the valuation given to HEIR's assets in an arms length
transaction in which HEIR had previously acquired such assets.

Immediately, prior to the merger, HEIR completed a $1,000,000
financing transaction under an August 7, 2002 Convertible
Debenture Purchase Agreement between HEIR and an accredited
Colorado investor. In connection therewith, HEIR sold a 1%
$1,000,000 convertible debenture due August 6, 2007 to the
Investor. The unpaid principal amount of the HEIR Debenture was
convertible into unrestricted shares of HEIR common stock to be
held in escrow pending the repayment or conversion of the HEIR
Debenture. Pursuant to the merger, The Internet Advisory Corp.
assumed all obligations of HEIR under the HEIR Debenture and
issued the holder thereof its 1% $1,000,000 convertible
debenture due August 6, 2007 in exchange for the HEIR
Convertible Debenture. The material terms of the Convertible
Debenture are identical to the terms of the HEIR Convertible
Debenture except that the unpaid principal amount of the
Convertible Debenture is convertible into unrestricted shares of
The Internet Advisory's common Stock. The per share conversion
price for the Convertible Debenture in effect on any conversion
date is the lesser of (a) $1.15 or sixty-five percent (65%) of
the average of the closing bid prices per share of Internet
Advisory's common stock during the five (5) trading days
immediately preceding August 13, 2002 or (b) fifty percent (50%)
of the average of the three (3) lowest closing bid prices per
share of The Internet Advisory's common stock during the forty
(40) trading days immediately preceding the date on which the
holder of the Convertible Debenture provides the escrow agent
with a notice of conversion. The number of shares of the
Company's common stock issuable upon conversion is also subject
to anti-dilution provisions.

                         *    *    *

The Internet Advisory Corporation is a publicly traded company
in the United States and Europe. In the United States it trades
on the OTC BB Symbol: PUNK and in Europe on the Frankfurt Stock
Exchange Symbol: IAS. The Company offers an expanding package of
enhanced Internet tools, including website hosting and
electronic commerce solutions, (E-Commerce), enabling its
customers to conduct transactions with their customers and
vendors over the Internet with secure Internet communication
links permitting customers to engage in private and secure
Internet communication with their employees, vendors, customers
and suppliers.

                  Liquidity and Capital Resources

The Internet Advisory Corporation Inc., has incurred losses
since the inception of its business. Its net loss of $868,689
for the six-month period is primarily due to the inclusion of Go
West operating expenses. Since inception, the Company has been
dependent on acquisitions and funding from lenders and investors
to conduct operations. As of June 30, 2002 it had an accumulated
deficit of $1,076,239. As of June 30, 2002, it had total current
assets of $21,923 and total current liabilities of $1,452,138 or
negative working capital of $1,430,215. At December 31, 2001, it
had total current assets of $28,626 and total current
liabilities of $150,991 or negative working capital of $122,365.
The Company currently has no material commitments for capital
expenditures other than those related to the renovation of its
leased property at 533-535 West 27th Street, New York, New York,
at which it intends to operate an adult entertainment nightclub
commencing during the fourth quarter of 2002. The increase in
the amount of its negative working capital is primarily
attributable to payables incurred in connection with payment of
the security deposit on the Leased Property, including payables
due to related parties.

The Company will continue to evaluate possible acquisitions of,
or investments in businesses, products and technologies that are
complimentary to its operations. These may require the use of
cash, which would require it to seek financing. It may sell
equity or debt securities or seek credit facilities to fund
acquisition-related or other business costs. Sales of equity or
convertible debt securities would result in additional dilution
to its stockholders. The Company may also need to raise
additional funds in order to support more rapid expansion,
develop new or enhanced services or products, respond to
competitive pressures, or take advantage of unanticipated
opportunities. Its future liquidity and capital requirements
will depend upon numerous factors, including the success of its
adult entertainment nightclub business.


IT GROUP: Shaw Wants Debtors to Return $9.9 Million Overpayment
---------------------------------------------------------------
Christopher S. Sontchi, Esq., at Ashby & Geddes, in Wilmington,
Delaware, relates that the Asset Purchase Agreement between The
IT Group, Inc., its debtor-affiliates and The Shaw Group
obligates Shaw to pay at the Closing an amount of cash equal to
the sum of:

(a) the Payroll Payments;

(b) the Retention Plan Payments;

(c) an amount equal to one week's vacation pay for all of the
    Debtors' employees as of the Closing Date; and

(d) $7,000,000 to be used first for Fringe Benefits and, once
    the Fringe Benefits are paid, for the Debtors' estates.

However, at the Closing, this Court had not approved the
Retention Plan provided under the Asset Purchase Agreement and
the amount of Retention Plan Payments could not be determined.
In order to avoid a delay of the Closing, the Debtors and Shaw
agreed to estimate the amount of the Retention Plan Payments and
the vacation payments at $10,000,000.  Mr. Sontchi explains the
estimate includes a reconciliation of the actual amount of these
payments to occur 30 days after the closing of the Sale.  To
effectuate this agreement, the Debtors and Shaw entered into an
Agreement Regarding Reconciliation of Employee Payments and Cash
on May 3, 2002.

Subsequently, Shaw paid the $10,000,000.

On June 24, 2002, the Court approved the Retention Plan in part.
The Court decreed that the Retention Plan is applicable solely
for employees that continue to work for the Debtors.  The Court
fixed the Retention Plan Payment at $100,000.

Accordingly, Shaw's counsel asked the Debtors to return the
overpaid sums.  To date, the Debtors have not responded.

By this motion, Shaw asks Judge Walrath to direct the Debtors to
return the Overpaid Funds to Shaw in accordance with the terms
of the Sale Agreement and the Reconciliation Agreement.

Mr. Sontchi emphasizes that the Reconciliation Agreement
specifically and clearly states that the Shaw and the Debtors
were "estimating" the amount of the payments required under the
Sale Agreement.  In addition, it requires a reconciliation of
the actual amount of payments 30 days after the closing of the
Sale, at which time:

    --- the Debtor would return to Shaw that portion of the
        $10,000,000 payment that was in excess of the actual
        payment required; or

    --- Shaw would pay to the Debtor any additional amount due
        if the required payments exceeded the $10,000,000
        estimate. (IT Group Bankruptcy News, Issue No. 16;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


KASPER ASL: Creditors Have Until Sept 16 to File Proofs of Claim
----------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Southern District
of New York, September 16, 2002, is fixed as the Claims Bar Date
by which creditors of Kasper A.S.L., Ltd., and its debtor-
affiliates, must file their proofs of claim or be forever barred
from asserting that claim.

All proofs of claim must be received by the Bankruptcy Court
before 5:00 p.m. on the Claims Bar Date and, if sent by mail, be
addressed to:

      United States Bankruptcy Court
      Southern District of New York
      Kasper Claims Docketing Center
      Bowling Green Station
      P.O. Box 5103
      New York, New York 10274-5103

If by messenger or overnight courier, they must be sent to:

      United States Bankruptcy Court
      Southern District of New York
      Kasper Claims Docketing Center
      Bowling Green Station
      Room 534
      New York, New York 10004-1408

Any person or entity that holds a claim arising from the
rejection of an executory contract or an unexpired lease before
July 26, 2002, must file a proof of claim based on such
rejection or before the bar date to share in the estate.
Creditors asserting claims based on a rejection order dated
after July 26 must file a proof of claim on or before the
applicable date the court may fix authorizing such rejection.

Claims need not be filed if they are on account of:

      (i) claims already properly filed with the clerk of the
          bankruptcy court;

     (ii) claims not listed as disputed, contingent or
          unliquidated;

    (iii) claims under Sections 503(b) and 507(a) as
          administrative expense of any of the Debtors' Chapter
          11 cases;

     (iv) claim by a current director, officer or employee and
          the claim is solely with respect to indemnification,
          contribution, subrogation or reimbursement;

      (v) claims that arose out of or are based upon an equity
          interest in any of the Debtors;

     (vi) claims previously allowed by an Order of the Court and
          entered into before the bar date;

    (vii) claims solely against the Debtors' non-affiliates; and

   (viii) claims limited exclusively to the repayment of
          principal, interest, and/or other applicable fees and
          charges on or under any bond or note issued by the
          Debtors pursuant to an indenture.

The Debtors are one of the leading women's branded apparel
companies in the United States. They design, market, source,
manufacture and distribute women's career and special-occasion
suits, sportswear and dresses. In addition, they license various
products under many of the brands including, but not limited to,
women's watches, jewelry, handbags, small leather goods,
footwear, coats, eyewear and swimwear, as well as men's suits
and dress furnishings. Kasper filed for Chapter 11 protection on
February 5, 2002. Alan B. Miller, Esq., at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts.


KEY3MEDIA GROUP: John A. Pritzker Resigns as Director
-----------------------------------------------------
On September 10, 2001, Key3Media Group, Inc., acquired the Voice
on the Net Conferences and Session Initiation Protocol Summits
pursuant to an agreement that provided for a maximum cash
purchase price of approximately $60.0 million and an escrow
arrangement in respect of possible future purchase price
adjustments. Of this maximum purchase price, $37.0 million was
paid to the sellers of the Pulver Assets and $23.0 million was
put into the escrow account. Prior to June 30, 2002,
approximately $8.8 million was returned to the Company from the
escrow account and the sellers received approximately $2.0
million from the escrow, in each case in respect of purchase
price adjustments. On August 22, 2002, the Company and the
sellers agreed to fix the cash purchase price at approximately
$41.2 million and to terminate the purchase price adjustment and
escrow arrangements. Under the new agreement, the Company
received $10.0 million of the remaining escrowed funds and the
seller received the balance of approximately $2.2 million plus
accrued interest on the escrowed funds.

By letter dated August 23, 2002, John A. Pritzker resigned as a
director of the Company. Given the current needs of the Company,
Mr. Pritzker does not believe that he can add further assistance
as a director.

                          *   *   *

As reported in the August 7, 2002 issue of the Troubled Company
reporter, Key3Media Group, Inc., (NYSE: KME) is undertaking a
strategic review of its operations in response to the sustained
economic downturns being experienced in the information
technology, networking and trade show industries.

In addition, the New York Stock Exchange has announced that it
will suspend trading of Key3Media Group, Inc.'s common stock
commencing on Monday, July 29, 2002 and seek to delist the
shares from the exchange. The NYSE said it was taking this
action due to the abnormally low recent selling prices of the
shares. The Company has discussed these matters with the NYSE
and has decided not to challenge the NYSE's actions. The Company
intends to apply to have its shares included in the over-the-
counter bulletin board to facilitate future trading. A new
trading symbol for the Company's shares will be announced as
soon as it is available.


KMART CORP: Signs-Up Aerodynamics to Sell Additional Aircraft
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates want to employ
Aerodynamics, Inc., anew as their broker and consultant for the
purpose of marketing and selling a couple of corporate
aircrafts.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, informs Judge Sonderby that, on June 3,
2002, and August 1, 2002, the Debtors entered into separate
Aircraft Brokerage Agreements for the respective sale of:

    * a 1999 Beechjet 400A with serial number RK-235; and
    * a 1999 Beechjet 400A with serial number RK-227

The Brokerage Agreements each provide Aerodynamics the exclusive
rights to market the Aircrafts for about six months.

Under the Agreements, Aerodynamics will render these services:

(a) present the Aircraft for sale through a worldwide marketing
    campaign;

(b) record the Aircraft with the national listing services and
    the marketing staff of the Pinnacle Air Network;

(c) review log books and prepare appropriate specification
    sheets and photo-presentation materials to adequately
    promote the Aircraft;

(d) advertise the Aircraft in appropriate trade media, multiple
    Internet marketing sites, and in broadcast email campaigns;

(e) provide weekly status reports to the Debtors regarding any
    interest in the Aircraft;

(f) prepare an Aircraft purchase agreement acceptable to both
    parties;

(g) assist the Debtors with the implementation and approval
    process of the proposed transactions as requested by the
    Debtors;

(h) schedule the pre-purchase inspection at a facility; and

(i) testify as to any transaction involving the Aircraft.

The Debtors remunerate Aerodynamics' efforts through a 1.5%
commission of the Purchase Price.  This is in the event, a
purchaser, ready, willing and able to buy an Aircraft is
procured by the Aerodynamics, or by anyone else including Kmart
during the six-month period.  If a sale or exchange of Aircraft
is made within 180 days after the expiration of Brokerage
Agreement to a client of Aerodynamics, the Debtors will still
give out the agreed-upon commission.  Should the Aircraft be
withdrawn from market prior to the expiration of the Agreement,
the Debtors will pay Aerodynamics $500/month for each 30-day
period for the marketing costs incurred in connection with
offering the Aircraft for sale.

Aerodynamics will represent the Aircraft's condition at time of
sale as:

(1) airworthy;
(2) all systems functioning normally;
(3) current on maintenance;
(4) free and clear of liens and encumbrances; and
(5) with all available logbooks, manuals and records

Aerodynamics will also make these arrangements:

(a) The preparation of an aircraft purchase agreement acceptable
    to both parties;

(b) Ensuring an adequate deposit is placed in escrow;

(c) Scheduling the pre-purchase inspection at a facility
    acceptable to Buyer and Seller;

(d) Arranging flight tests with Kmart's aircrew;

(e) Evaluating/negotiating discrepancies arising out of the pre-
    purchase inspection;

(f) Preparation of all closing documents; and

(g) Arranging for the receipt and timely disbursement of all
    closing funds through escrow.

Mr. Ivester contends that Aerodynamics' resources, capabilities,
and experience are important to the Debtors' successful
restructuring efforts.  Aerodynamics' efforts will enable the
Debtors to maximize the value of Kmart's corporate aircrafts.
"By retaining an experienced broker like Aerodynamics, the
Debtors will ensure that the Aircrafts will be marketed in a
manner that will result in a purchase price that represents the
highest and best offers available," Mr. Ivester says. (Kmart
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Kmart Corp.'s 7.770% bonds due 2002 (KM02USR5) are trading at 17
cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM02USR5for
real-time bond pricing.


KOREA THRUNET: Completes First Phase of Restructuring Plan
----------------------------------------------------------
Korea Thrunet Co., Ltd., (Nasdaq: KOREA) a major provider of
broadband Internet-access services and enterprise network
services in Korea, has issued new equity shares in the aggregate
amount of KRW 88.8 billion to TriGem Computers, Inc., and Naray
& Company, Inc.  Both Trigem and Naray have agreed to convert
their bonds, in the amount of KRW 59.2 billion and KRW 29.6
billion, respectively, into equity shares.  After the issuance
of the new shares, Trigem and Naray's stakes in the Company have
increased to 32% from 14% and to 17% from 9%, respectively.

After getting approval from shareholders in an extraordinary
shareholders meeting on August 2, 2002, the Company contacted
its major creditors who maintained more than KRW 10 billion in
bond holdings of Thrunet, asking their willingness to
participate in a debt-to-equity conversion.  Both Trigem and
Naray elected to participate in the capital increase of the
Company.

The Company stressed that the recently announced asset sales
program, which has aggregated approximately KRW 440 billion to
date including the sale of its leased line assets to be
completed within the third quarter of this year, has been
successful so far, and has resulted in additional reduction of
KRW 88.8 billion in its debt, which will greatly enhance the
financial stability of the Company.

Sang Woo Kim, Senior Vice President of the Company stated, "We
are very pleased with the results of our recent restructuring
plans, including the debt-to-equity conversion by our major
shareholders.  We have almost completed the first phase of our
restructuring plan to sell assets, and this debt-to-equity
conversion will further improve our balance sheet.  Going
forward, we will concentrate on raising foreign capital, which
will conclude the final stage of our corporate restructuring
efforts."

Founded in July 1996, Korea Thrunet Co., Ltd. is a major
provider of broadband Internet access services and enterprise
network services in Korea. The first to offer broadband Internet
services in Korea, with 1,305,779 paying end-users at the end of
July 2002, Korea Thrunet's network currently passes over 8.3
million homes.  Thrunet service features "always-on" Internet
access at speeds up to 100 times faster than traditional dial-up
Internet access.  On the enterprise network side, Korea Thrunet
provides dedicated leased line services, including IP-based
value-added services, to more than 1,000 corporate customers,
with major Korean telecommunications companies such as SK
Telecom accounting for a substantial majority of enterprise
network revenues.

Korea Thrunet's principal offices are located at 1337-20,
Seocho-2 dong, Seocho-ku, Seoul, Korea 137-751.

For more information on the Company, visit
http://www.thrunet.com


LERNOUT & HAUSPIE: Judge Wizmur Approves New Mutual Release Pact
----------------------------------------------------------------
Judge Judith Wizmur entered an order approving Lernout & Hauspie
Speech Products N.V. and L&H Holdings, Inc.'s mutual release
agreement between these two Debtors entered into in connection
with Holdings' First Amended Plan of Liquidation.

As previously reported, in June 2000, L&H NV used Holdings as a
vehicle to acquire Dragon, formerly a competitor of L&H NV.
Specifically, L&H NV, Holdings, Dragon, and its principal
shareholders signed an agreement and plan of merger in March
2000, and in June 2000 L&H NV acquired Dragon through its merger
with Holdings.  Holdings and L&H NV have claims against each
other for, among other things, alleged breach of representations
and warranties.

In connection with the settlement with the Bakers, the U.S.
Merger Claims against Holdings and the other U.S. Claims against
Holdings were assigned to L&H NV.

Holdings and L&H NV each hold claims against the other arising
from post-petition transactions.  These transactions concern
certain intercompany allocations of shared costs, including
management fees, corporate marketing costs, break-up fees,
professional fees and expenses, DIP fees, interest and related
expenses, and insurance costs.

                         The Plan Release

The Holdings Plan provides that, on the Effective Date of the
Plan, Holdings and L&H NV each release the other from these
claims, except for certain claims relating to intercompany
allocations of shared costs, and the U.S. Merger Claims and
other U.S. Claims assigned to L&H NV.

                      The Modified Releases

L&H NV and Holdings now propose to extend these releases to
include the intercompany allocation claims previously excluded,
but still exclude the U.S. Merger Claims and other U.S. Claims
assigned to L&H NV. (L&H/Dictaphone Bankruptcy News, Issue No.
29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LODGIAN INC: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates present the Court with
a Plan of Reorganization and Disclosure Statement dated August
21, 2002.

The plan provides for distributions of Plan Securities to
holders of General Unsecured Claims, Senior Subordinated Notes,
CRESTS, and Old Lodgian Common Stock.  The Plan Securities
consist of $125,000,000 liquidation preference of New Preferred
Stock, 100% of Initial New Common Stock and the Warrants to
purchase up to an additional 26.62% of New Common Stock on a
fully diluted basis excluding New Incentive Shares and Other
Future Shares.

The distributions of Plan Securities under the Plan reflect a
reallocation of value from the Senior Subordinated Notes to the
General Unsecured Claims, CRESTS and Old Lodgian Common Stock.
The Plan allocations are the result of extensive negotiations
between the Debtors and the Committee, which includes the
holders of 54% of the Senior Subordinated Notes and 57% of the
CRESTS, as well as holders of General Unsecured Claims.
Furthermore, the Plan embodies the Class 4 Compromise, which
comprises a number of these holder's Allowed Claims against each
guarantor Debtor and the determination of the Debtors that are
liable as Guarantor Debtors, as well as the valuation of the
Debtors on which recoveries should be based.

The Debtors and the Committee believe that the proposed terms
offer the best opportunity to afford greater recoveries to all
creditors and shareholders, including holders of Senior
Subordinated Notes, than would result from protracted and costly
bankruptcy proceedings.  The treatment of General Unsecured
Claims, CRESTS, and Old Lodgian Common Stock under the Plan is
not an admission by the holders of Senior Subordinated Notes,
the Debtors, the Committee or any other party that those claims
and equity interests would otherwise be entitled to the recovery
provided in the Plan.

The Debtors have previously entered into a commitment letter
providing for a $286,200,000 exit financing facility secured by
certain of the Debtors' hotel properties.  The Debtors' existing
mortgage will be reinstated on their original or amended terms
and will continue to be secured by the Hotel Properties.  The
proposed capital structure of the Reorganized Debtors, including
exit financing arrangements the Debtors expect to enter into on
the Effective Date to refinance certain Mortgage Financings, pay
Administrative Expense Claims and fund capital expenditures and
other needs of their ongoing business operations, will be
composed of:

Instrument            Description
----------            -----------
Secured Loan            $286,200,000
Mortgage Financings      130,000,000
New Preferred Stock      125,000,000
New Common Stock           7,000,000 shares
A Warrants            Purchase up to 17.75% of New Common Stock
B Warrants            Purchase up to 10.79% of New Common Stock

Full-text copies of the Debtors' Disclosure Statement and
Reorganization Plan are available at no charge at:

       http://bankrupt.com/misc/854DisclosureStatement.pdf

       http://bankrupt.com/misc/854ReorganizationPlan.pdf

(Lodgian Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LUMENON INNOVATIVE: Reduces Workforce Through Temporary Layoffs
---------------------------------------------------------------
Lumenon Innovative Lightwave Technology, Inc.(NASDAQ: LUMM),
citing the protracted downturn in the fiber optic communications
market and the current uncertainty with respect to the pace of
the recovery, will reduce its workforce, through temporary
layoffs, by approximately 37 employees.

Gary Moskovitz, Lumenon's President and CEO said, "We believe we
have been calculated and methodical in our efforts to transition
from a development stage company to one that is able to engage
the market. Although we believe we have made significant
progress toward commercialization, it is still unclear when the
market will begin to recover. Therefore, we feel that the above
action is prudent and in the best interest of our shareholders.
We expect these layoffs to further reduce our operating expenses
in the short term, while we continue to execute our business
plan."

The Company expects to incur an additional accounting charge in
connection with this layoff, however, the magnitude and timing
of the accounting charge will depend upon the duration of the
layoff.

Commenting further, Mr. Moskovitz said, "Our focus for fiscal
2003 will be on implementing our growth plan, continuing to
mature the technology and the organization, and working towards
securing design wins and raising additional capital. We remain
confident in our growth opportunities and believe our business
strategy, in conjunction with our fiscal management efforts,
position us to compete effectively."

Lumenon Innovative Lightwave Technology, Inc., a photonic
materials science and process technology company, designs,
develops and builds optical components and integrated optical
devices in the form of packaged compact hybrid glass and polymer
circuits on silicon chips. These photonic devices, based upon
Lumenon's proprietary materials and patented PHASIC(TM) design
process and manufacturing methodology, offer system
manufacturers greater functionality in smaller packages and at
lower cost than incumbent discrete technologies. Lumenon(TM) is
a trademark of Lumenon Innovative Lightwave Technology Inc.

For more information about Lumenon Innovative Lightwave
Technology, Inc., visit the Company's Web site at
http://www.lumenon.com

                         *    *    *

As reported in Troubled Company Reporter's June 10, 2002,
Lumenon Innovative Lightwave Technology, Inc., received approval
from the Nasdaq Stock Market, Inc., to transfer the listing of
the Company's common stock from The Nasdaq National Market to
The Nasdaq SmallCap Market effective at the opening of business
Friday, June 7, 2002. The Company's common stock will continue
to trade under its current symbol "LUMM".


MARINER POST-ACUTE: Quest Has Until Sept 13 to File Admin. Claim
----------------------------------------------------------------
Mariner Post-Acute Network, Inc.'s Second Amended Joint Plan of
Reorganization required all administrative expense claims to be
filed by July 12, 2002.

MPAN agreed to grant Quest Diagnostics Incorporated an extension
to file its administrative claim to and including September 13,
2002 and presents the Court with a Stipulation memorializing
this agreement. (Mariner Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MILACRON INC: Completes Sale of Widia Group to Kennametal Inc.
--------------------------------------------------------------
Kennametal Inc., (NYSE: KMT) has completed the previously
reported acquisition of the Widia Group from Milacron Inc.,
(NYSE: MZ) for approximately 188 million euros in cash, subject
to post- closing adjustments.  Widia, with about $240 million in
sales, is a leading manufacturer and marketer of metalworking
tools, engineered products and related services in Europe and
India.

"We are delighted to welcome Widia to the Kennametal family of
businesses, and we are energized by the enhanced global reach
that the strategic acquisition of Widia is adding to our
metalworking business," said Markos I. Tambakeras, Chairman,
President and Chief Executive Officer of Kennametal Inc. "An
experienced management team is leading a comprehensive
integration effort that will realize significant synergy
opportunities, and will be completed within the 12-month time
frame to which we originally committed."

Kennametal Inc., aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in-class manufacturing and technology.
Kennametal strives to deliver superior shareowner value through
top-tier financial performance.  The company provides customers
a broad range of technologically advanced tools, tooling systems
and engineering services aimed at improving customers'
manufacturing competitiveness.  With approximately 12,000
employees worldwide, the company's fiscal 2002 annual sales were
approximately $1.6 billion, with a third coming from sales
outside the United States.  Kennametal is a five-time winner of
the GM "Supplier of the Year" award and is represented in more
than 60 countries. Kennametal operations in Europe are
headquartered in Furth, Germany. Kennametal Asia Pacific
operations are headquartered in Singapore.  For more
information, visit the company's Web site at
http://www.kennametal.com

                         *    *    *

As reported in Troubled Company Reporter's May 8, 2002, edition,
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating on Milacron Inc. following the company's announcement
that it is selling the Widia Group, its European and Indian
metalworking tools operation, to Kennametal Inc.,
(BBB/Negative/--) for Euro 180 million (about $170 million).

Most of the sale proceeds will be used to reduce bank debt but
Milacron still needs to demonstrate profitability in its core
plastics machinery business.

The Cincinnati, Ohio-based company with $1.3 billion sales in
2001, participates in the plastics machinery sector (injection
molding, blow molding, extrusion, mold bases), where demand can
swing widely, and in the cyclical industrial products market
(metalcutting tools, metalworking fluids).

The ratings on Milacron reflect an average business risk profile
and an aggressive financial profile. Milacron's current
profitability has declined materially because of the sharp
downturn in North American demand for plastics machinery and
metalworking tools; the timing and extent of market recovery
remains highly uncertain.


NII HOLDINGS: US Trustee Balks at Deloitte's Engagement Terms
-------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region 3,
objects to NII Holdings, Inc.'s application to employ Deloitte &
Touche LLP as its Independent Accountants and Auditors, and Tax
Consultants.

The UST objects to Deloitte providing certain of the Tax
Services (specifically, the "consultation assistance" and
"formal tax opinions") and all of the Additional Services
described in an Engagement Letter filed with the Court.
The UST believes that Deloitte should not be providing both
audit and consulting services to the Debtors.  The UST further
stresses that Deloitte should not be permitted to perform a
combination of attest and non-attest services in a bankruptcy
case when the propriety of such a combination of services
outside of bankruptcy is now called into question by accounting
professionals.

The Debtors' Application asks for the Court's prior approval of
Deloitte's retention to provide certain tax preparation and
reorganization advisory services before the terms have been
memorialized in an engagement letter and before a notice of such
terms has been provided to creditors. The UST argues that the
Court should refrain from approving such services until
agreement between the Debtors and Deloitte have been
memorialized.

Moreover, the Debtors indicate that they paid Deloitte
approximately $334,300 during the 90-day period prior to the
bankruptcy filing. Deloitte has not disclosed sufficient
information to enable the UST and this Court to determine
whether these payments were preferential transfers under 11
U.S.C. Section 547.  The Trustee suggests that Deloitte should
first provide copies of all engagement letters under which the
payments were made and details on the manners of payment.

Deloitte indicates that it is prepared to waive its prepetition
claim of $15,000 "if necessary" so the retention will be
approved. The UST points out that Deloitte has no discretion
regarding the waiver of its pre-petition claim if it wants to be
retained, as such waiver would be a condition of its employment.

Additionally, according to Mark E. Wallis in his affidavit,
Deloitte has provided "a variety of services including audit and
tax services" to Nextel Communications, Inc. The UST cannot
evaluate whether a conflict of interest exists until Deloitte
provides additional information detailing the services provided.

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including Mexico, Brazil, Argentina and
Peru. The Company filed for chapter 11 bankruptcy protection on
May 24, 2002. Daniel J. DeFranceschi, Esq., Michael Joseph
Merchant, 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 $1,244,420,000 in total assets and $3,266,570,000 in
total debts.


O2WIRELESS SOLUTIONS: Fails to Meet Nasdaq Listing Requirements
---------------------------------------------------------------
o2wireless Solutions, Inc. (Nasdaq: OTWO), received a
determination from the Staff at the Nasdaq Stock Market on
August 26, 2002, indicating that o2wireless fails to comply with
the minimum net tangible assets and the minimum stockholders'
equity requirements for continued listing set forth in Nasdaq
Marketplace Rules 4450(a)(3) and 4450(b)(1).  o2wireless
previously reported that it had received notice from the Staff
at Nasdaq regarding the Company's failure to maintain the
minimum bid price requirement for continued listing.  As a
result of the Staff's determinations, o2wireless' common stock
is subject to delisting from the Nasdaq National Market.

o2wireless appeared at an oral hearing before the Nasdaq Listing
Qualifications Panel on August 22, 2002 to review the Staff's
determination with respect to continued listing.  The Nasdaq
Listing Qualifications Panel has notified o2wireless that the
Panel will consider this additional deficiency in rendering its
ultimate decision on o2wireless' request for continued listing
on the Nasdaq National Market.  o2wireless will make a written
submission to the Panel addressing this additional deficiency.
There can be no assurance that the Panel will grant o2wireless'
request for continued listing.

o2wireless Solutions provides outsourced telecommunications
services to wireless services providers, equipment vendors and
tower companies. o2wireless' full suite of services includes
planning, design, deployment and on-going support of wireless
voice and data telecommunications networks.  It has contributed
to the design and implementation of more than 50,000
communications facilities in all 50 US states and in 30
countries.  o2wireless offers expertise in all major
technologies, including 2.5G and 3G technologies.  The company
is headquartered in Cumming, Georgia.  For more information,
please visit http://www.o2wireless.com


PACIFIC AEROSPACE: Wants More Time to File Form 10-K with SEC
-------------------------------------------------------------
Pacific Aerospace & Electronics Inc., has requested an extension
for the filing of the Annual Report on Form 10-K for the year
ended May 31, 2002, with the SEC, based upon the fact that the
Company did not have complete information from which to complete
the necessary financial statements by August 29, 2002. The
Company and its accountants prioritized their efforts over the
last fiscal quarter on performing the necessary tasks to obtain
an opinion from the Company's certifying accountants on the
Company's financial statements for the year ended May 31, 2001
(on which Pacific Aerospace & Electronics certifying accountant
originally had issued a disclaimer of opinion).

On July 15, 2002, the Company filed an amended Annual Report on
Form 10-K/A for the year ended May 31, 2001 containing an
opinion of the Company's certifying accountant on the Company's
financial statements for the year ended May 31, 2001. Because of
the amount of additional time and work on the part of Pacific
Aerospace & Electronics required to obtain that opinion,
however, it was unable to provide the required financial
information to its certifying accountants in time to finalize
the audit on its May 31, 2002 financial statements by the August
29, 2002 filing deadline. Notwithstanding the foregoing, the
Company will file its Annual Report on Form 10-K for the year
ended May 31, 2002 prior to the expiration of the 15 calendar-
day extension period on September 13, 2002.

Pacific Aerospace & Electronics anticipates a significant change
in the results of operations of the Company from the year ended
May 31, 2001 to the year ended May 31, 2002. Throughout its 2002
fiscal year the Company restructured its operations, closing a
number of unprofitable facilities and subsidiaries and taking
various other cost saving measures. In March 2002 it announced a
restructuring of its outstanding debt. The Company expects that
the restructuring of its operations and its debt structure will
have a positive effect on its earnings and cash flows. The
Company further anticipates that a substantial decline in the
market for aerospace products resulting from the September 11,
2001 terrorist attacks will cause an adverse change in its
results of operations for the fiscal year ended May 31, 2002.


PACIFIC GAS: Agrees to Resolve State Board of Equalization Claim
----------------------------------------------------------------
The California State Board of Equalization filed Claim No.
13024, which amended and superseded Claim No. 12438 and another
claim of unknown number filed by the SBE against Pacific Gas and
Electric Company.

The Claim asserted a priority claim for outstanding tax
obligations of PG&E for

             * Sales and Use Tax,
             * Hazardous Substances Tax,
             * Underground Storage Tank Tax, and
             * Natural Gas Surcharge Tax.

PG&E objected to the Claim, disputing the SBE's determination of
PG&E's liability for the Hazardous Substance Tax and the Sales
and Use Tax.  PG&E did not dispute its liability for the
Underground Storage Tank Tax, or for the Natural Gas Surcharge
Tax.

The SBE opposed, contending that:

    -- PG&E was liable for the Hazardous Substance Tax, and

    -- PG&E's objection to the Sales and Use Tax was premature
       because the SBE was currently auditing the debtor's sales
       and use tax liability, and the amount of the claim may
       change after the audit and appeal process were concluded.

The matter has now been resolved with this Court-approved
Stipulation, which provides that:

1. The Underground Storage Tank tax portion of the Claim will be
   allowed for $24,194.48;

2. The Natural Gas Surcharge Tax portion of the Claim will be
   allowed for $18,082,279;

3. The parties acknowledge that the Natural Gas Surcharge Tax
   portion of the Claim is an obligation incurred in connection
   with PG&E's Public Purpose Programs, and PG&E has made a
   payment for $18,052,279 pursuant to the Court's May 16, 2001
   Order granting Debtor's Motion For Authority To Honor Its
   Obligations For Public Purpose Programs;

4. The Hazardous Substances Tax portion of the Claim will be
   allowed for $108,265.82;

5. The Sales and Use Tax portion of the claim will be the amount
   finally determined to be due upon completion of:

     (i) the SBE's audit of the Debtor's liability, and

    (ii) any subsequent appeals before the Board and/or
         litigation in a forum of competent jurisdiction that
         results in the final adjudication of this portion of
         the Claim;

6. The automatic stay as a result of the Debtor's bankruptcy
   filing is modified to the extent necessary to allow continued
   proceedings with respect to the amount of the Sales and Use
   Tax. (Pacific Gas Bankruptcy News, Issue No. 42; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


RIVERWOOD INT'L: Thomas M. Gannon Resigns as Chief Ops. Officer
---------------------------------------------------------------
Riverwood International Corporation, a leading integrated
provider of paperboard packaging solutions, announced that Chief
Operating Officer Thomas M. Gannon has resigned to pursue other
interests.

Mr. Gannon's responsibilities and direct reporting relationships
will be assumed by President and Chief Executive Officer Stephen
M. Humphrey, effective immediately.

"On behalf of the company, I would like to acknowledge and
express our appreciation for the many contributions that Tom
Gannon has made to our operations.  We will miss him as a
colleague, and we wish him well in his new endeavors," said Mr.
Humphrey.  "At the same time, I welcome this opportunity to work
even more closely with our excellent management team.  Riverwood
will continue its historic focus on growing volumes in its
higher margin coated board markets, reducing costs and improving
cash flow."

Riverwood International Corporation is a leading integrated
provider of paperboard packaging solutions to multinational
beverage and consumer products companies.  Headquartered in
Atlanta, Riverwood has annual sales of over $1.2 billion and
approximately 4,100 employees at its operations in six
countries.  Riverwood International Corporation has
approximately $900 million in public debt outstanding and
represents substantially all of the business assets of Riverwood
Holding Inc., which continues to work toward the completion of
an initial public offering of its common stock and related
financing transactions, subject to market conditions.

                         *    *    *

As reported in Troubled Company Reporter's June 13, 2002
edition, Standard & Poor's said that its ratings on paperboard
producer Riverwood International Corp., including its single-'B'
corporate credit rating, remain on CreditWatch with positive
implications where they were placed on May 9, 2002, following
the company's announcement of a planned initial public offering
(IPO) of $350 million of common stock.

Following a review of Riverwood's refinancing plans, Standard &
Poor's has determined that it would raise Riverwood's corporate
credit rating to single-'B'-plus and assign a stable outlook
following the IPO and related debt refinancing if they are
completed as currently structured.


SAFETY-KLEEN: Services Enters Transportation Pact with Cendian
--------------------------------------------------------------
Safety-Kleen Services Inc., seeks the Court's authority to enter
into a master agreement and related agreements with Cendian
Corporation, pursuant to which Cendian will provide an array of
services to the Debtors in connection with the transportation
and handling of the Debtors' chemicals and waste materials,
including waste originating from the Debtors' customers.

Pursuant to the Agreements, Cendian will, among other things,
plan, procure and manage the logistics and transportation
services necessary to transport certain of the Debtors' and
their customers' chemicals and hazardous waste materials to,
from and/or through various service locations.

The Debtors, in consultation with their professionals,
determined that the Transportation Services could be provided
more efficiently and cost effectively by a third-party provider.

Currently, the Debtors maintain an internal staff that contracts
with third party carriers -- i.e. truck, rail and air carriers
-- to pick-up and deliver chemicals and hazardous waste
materials from the Debtors' branches, refineries, kilns and
distribution centers.  This staff also coordinates the pick-up
of chemicals and waste material from some of the Debtors'
customers.  The staff coordinates with these third party
carriers to ensure that chemicals and waste materials are picked
up and delivered in a timely manner.  The rates charged by the
various carriers are typically based, in part, on the volume of
waste transported with respect to each particular lane of
transport.

After analyzing capital costs, timing, current and projected
operating expenses, and all pertinent risks, the Debtors
determined that they could substantially reduce costs by
outsourcing to a third-party logistics provider the
Transportation Services function the Debtors were currently
performing internally.

The Debtors solicited proposals from several of the largest and
most reputable third-party logistics providers.  Two of those
companies responded and submitted proposals to provide the
Transportation Services.  After carefully examining the
competing proposals the Debtors determined that Cendian made the
best proposal.

Cendian is a well-known logistics provider for the chemicals and
plastics industry, with over $1 billion of transportation
logistic revenues under contract.  Cendian offers complete
logistics solutions exclusively to the chemical industry and
utilizes propriety optimization technology to deliver superior
results to its customers. Cendian has over 250 employees with an
average of 18 years of chemical logistics expertise.

The Debtors quickly entered into negotiations with Cendian to
arrive at a definitive agreement.

The significant terms and conditions of the Agreements are:

    (a) Services:

        Cendian will coordinate and manage the pick-up and
        delivery of certain of the Debtors' chemical and
        waste materials and products -- including materials
        transported to and from the Debtors' customers.

    (b) Operational Control:

        The Debtors will always have the ultimate
        decision-making authority with respect to any
        Transportation Services Cendian arranges.

    (c) Shipment Documentation and Monitoring:

        Cendian will be responsible for monitoring all
        shipments, and, based on shipment data provided
        by the Debtors, ensuring that all shipping
        documents comply with applicable legal and
        regulatory guidelines.

    (d) Transportation Service Provider Management and
        Freight Payments:

        Cendian will handle day-today logistics and
        coordinate with the transportation service
        providers.  Cendian will be directly responsible
        to pay for transportation services pursuant to
        the terms and conditions that exist between
        Cendian and the transportation service provider.
        The Debtors will have no payment obligations to
        any transportation service provider utilized by
        Cendian.

    (e) Environmental Covenant:

        Cendian will require its agents and subcontractors,
        including its transportation service providers, to
        comply with all environmental laws.

    (f) Term:

        The Agreements are for an initial term of two
        years and 90 days and automatically renew for
        one year terms, unless either party notifies the
        other party on 90 days' written notice of its
        desire not to renew the Agreement beyond the
        initial or renewal terms.

    (g) Pricing:

        The Debtors will utilize Cendian for substantially
        all of its transportation requirements covered by
        the Agreement.  The rate schedules Cendian will
        charge are based on the Debtors' historic weighted
        averages of supplier costs, less certain savings
        amounts granted by Cendian. It is anticipated that
        under the Agreements, the Debtors will save
        $3,400,000 in year one and $4,800,000 in year two
        in transportation costs.  The actual pricing is
        under seal.

    (h) Implementation Costs:

        Cendian will bear the first $20,000 of its reasonable
        and actual out-of-pocket expenses related to travel,
        meals, lodging and similar expenses it incurs during
        the transition period, which is expected to be 90 days.
        The Debtors will pay Cendian for 100% of Cendian's
        reasonable and actual T & E Expenses during the
        transition period to the extent the expenses are
        between $20,000 and $40,000; to the extent expenses
        exceed $40,000 the Debtors will pay 50% of the expenses
        if agreed in writing.

    (i) Indemnification:

        Services will indemnify Cendian from any losses
        Cendian may suffer, resulting from any third party
        claim:

        (1) that the Debtors infringed upon the proprietary
            or other right of any third party;

        (2) relating to the Debtors' contractual duties or
            obligations to third parties;

        (3) relating to tax obligations of the Debtors;

        (4) relating to personal injury or property loss or
            damage, resulting from the Debtors' acts or
            omissions;

        (5) relating to the Debtors' breach of confidential
            information;

        (6) relating to any environmental claims or
            liabilities whatsoever, including superfund
            liabilities, arising prior to the effective date
            of the Agreements;

        (7) relating to any failure by the Debtors to
            comply with the Federal Hazardous Materials
            laws and regulations;

        (8) relating to any contact with, exposure to, or
            release of hazardous materials resulting from
            improper packaging, marking, labeling,
            placarding, loading, or unloading of hazardous
            materials or improper other acts or omissions
            of the Debtors, their employees, agents, or
            representatives; and

        (9) relating to losses caused by any incomplete,
            incorrect, or misrepresented information the
            Debtors provide to Cendian, to the extent the
            losses are caused by the incomplete, incorrect,
            or misrepresented information.  In addition,
            Cendian has agreed to indemnify the Debtors
            under certain circumstances. (Safety-Kleen
            Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
            Service, Inc., 609/392-0900)


SAIRGROUP FINANCE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: SairGroup Finance (USA), Inc.
             Corporate Trust Center
             1209 Orange Street
             Wilmington, DE 19801

Bankruptcy Case No.: 02-14302

Type of Business: Prior to the petition date, the Debtor
                  participated in and assisted with financing
                  transactions on behalf of its parent and sole
                  shareholder, SAirGroup.

Chapter 11 Petition Date: September 3, 2002

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: David C.L. Frauman, Esq.
                  Allen & Overy
                  1221 Avenue of the Americas
                  New York, NY 10020
                  (212) 610-6495
                  Fax: (212) 610-6399

Total Assets: $460,161,000

Total Debts: $582,888,000

Debtor's 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Bank of America            Bank Loans              $56,000,000
121 West Trade Street
Charlotte, NC 28255        Interest on Bank Loans   $1,836,776
                           December 26, 2001

                           Interest accrued until   $2,017,057
                           June 30, 2002

Citibank, N.A.             7.5% Guaranteed Notes  $350,000,000
Fiscal Agent
5 Carmelite Street         Interest due Nov. 15,   $26,250,000
London EC4Y OPA             2001
Attn: Sybille Baker
                           Interest accrued until  $16,406,250
                           June 30, 2002


SALON MEDIA GROUP: Sets Annual Shareholders' Meeting for Oct. 24
----------------------------------------------------------------
The Annual Meeting of the Stockholders of Salon Media Group,
Inc., a Delaware corporation, will be held on Thursday, October
24, 2002 at 2:00 p.m. local time, at the office of the Company,
located at 22 Fourth Street, 16th floor, San Francisco, CA
94103, for the following purposes:

     1. To elect four Class III directors to hold office for a
term of three years and until their respective successors are
elected and qualified.

     2. To approve the issuance of shares of the Company's
common stock upon (i) the conversion of the Company's issued and
issuable Series B Preferred Stock, and (ii) the exercise of
warrants for the purchase of shares of the Company's common
stock issued and issuable in connection with the issuance of the
Series B Preferred Stock.

     3. To approve the issuance of shares of the Company's
common stock upon (i) the conversion of the Company's
Convertible Promissory Notes or other equity securities of the
Company into which the Convertible Promissory Notes may be
converted, and (ii) the exercise of warrants for the purchase of
shares of the Company's common stock issued and issuable in
connection with the Note and Warrant Purchase transaction of
July 2002.

     4. To consider and approve up to six amendments to the
Amended and Restated Certificate of Incorporation to effect a
reverse split of the outstanding common stock by a ratio of
between one-for-five and one-for-fifty.

     5. To consider an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of common stock from 50,000,000 to
100,000,000.

     6. To approve an amendment to the Company's 1995 Stock
Option Plan to increase the limit on the number of shares which
may qualify as incentive stock options by 707,763 shares, to
8,829,610 shares, without affecting the total number of shares
which may be issued under the plan.

     7. To consider, approve and ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public
auditors for the fiscal year ending March 31, 2003.

     8. To transact such other business as may properly come
before the meeting.

Stockholders of record at the close of business on August 27,
2002 are entitled to notice of, and to vote at, this meeting and
any adjournment or postponement.

The online publication, Salon.com, has branched out from its
original magazine format and now offers 10 Web sites focusing on
topics such as arts and entertainment, politics, and sex. Once
free, Salon is converting to a primarily subscription-based
business model. It also offers two online communities (Table
Talk and subscription-based The Well) and has plans for a weekly
radio show. The company syndicates its content and is developing
TV programming.

                         *   *   *

As reported in Troubled Company Reporter's July 26, 2002,
edition, Salon has incurred significant net losses and negative
cash flows from operations since its inception. As of March 31,
2002, Salon had an accumulated deficit of $76.6 million. These
losses have been funded primarily through the issuance of
preferred stock and Salon's initial public offering of common
stock in June 1999.

As of March 31, 2002, Salon's available cash resources were
sufficient to meet working capital needs for approximately three
to four months depending on revenues generated during the
period. Salon's auditors have included a paragraph in their
report indicating that substantial doubt exists as to its
ability to continue as a going concern because it has recurring
operating losses and negative cash flows, and an accumulated
deficit. Salon has eliminated various positions, not filled
positions opened by attrition, implemented a wage reduction of
15% effective April 1, 2001, and has cut discretionary spending
to minimal amounts, but due to a weak U.S. economy in general,
and limited visibility of advertising activity, it is unable to
accurately predict if and when it will reach cash-flow break
even.

Salon needs to raise additional funds and is currently in the
process of exploring financing options. If it is unable to
complete the financial transactions it is pursuing or if it is
unable to fund its other liquidity needs, then it may be unable
to continue as a going concern.


SHILOH INDUSTRIES: Reports Improved Fin'l Results for Q3 2002
-------------------------------------------------------------
Shiloh Industries, Inc. (Nasdaq: SHLO), a leading manufacturer
of engineered welded blanks, first operation blanks, stamped
components and modular assemblies for the automotive and heavy
truck industries, reported results for the third quarter and the
first nine months of fiscal 2002.

For the third quarter ended July 31, 2002, net income improved
$6.1 million to a net loss of $0.3 million, from a net loss of
$6.4 million for the third quarter of fiscal 2001.  Operating
income for the third quarter of fiscal 2002 increased to $4.1
million from an operating loss of $3.9 million in the third
quarter of fiscal 2001.  Revenues for the third quarter of
fiscal 2002 decreased 10.7% to $147.6 million from $165.2
million in the comparable period of fiscal 2001.

For the first nine months ended July 31, 2002, net income
decreased by $3.7 million to a net loss of $7.8 million,
compared to a net loss of $4.1 million for the first nine months
of fiscal 2001. Operating income for the first nine months of
fiscal 2002 decreased by $7.8 million to $2.5 million from
operating income of $10.3 million for the first nine months of
fiscal 2001.  Revenues for the first nine months of fiscal 2002
decreased 10.3% to $452.2 million from $504.2 million for the
first nine months of fiscal 2001.

The decrease in revenue for both the third quarter and the first
nine months of fiscal 2002 is primarily the result of the Valley
City Steel Division transaction in July of 2001 and the closure
of Romulus Blanking Division, Wellington Die Division and Canton
Die Division during the first quarter of fiscal 2002.

Selling, general and administrative expenses decreased $6.3
million for the third quarter of fiscal 2002 and $11.7 million
for the first nine months of fiscal 2002 compared to the same
periods in fiscal 2001.  On a percentage of sales basis,
selling, general and administrative expenses decreased to 5.9%
for the third quarter of fiscal 2002 and 6.9% for the first nine
months of fiscal 2002 compared to 9.1% for the third quarter of
fiscal 2001 and 8.5% for the first nine months of fiscal 2001.
The reductions in personnel and recoveries of bad debt expense
favorably impacted selling, general and administrative expenses
for fiscal 2002.  During fiscal 2002, the Company recorded $0.9
million of net bad debt recoveries in the third quarter compared
to $1.9 million of bad debt expense for the comparable quarter
in fiscal 2001.

In July 2002, the Company completed the sale of land, building
and certain other assets of Romulus Blanking Division, which
were previously classified as held for sale, for $9.5 million in
cash.  This sale resulted in an asset impairment recovery of
$1.3 million during the third quarter of fiscal 2002. During the
third quarter of fiscal 2001, the Company sold land, building
and certain other assets of the Wellington Die Division
resulting in a loss of approximately $1.0 million.  In addition,
the Company recorded an asset impairment charge of $2.1 million
associated with remaining assets of the Wellington Die Division
during the third quarter of fiscal 2001.

"We continue to execute our plan to generate cash, improve
operational efficiency and reduce costs," Theodore K. Zampetis,
President and CEO, said. Mr. Zampetis added, "The operating
results for the quarter were slightly better than our
expectations.  In anticipation of the July shutdowns, we
continued to focus on controlling our manufacturing costs during
the quarter. We achieved a gross margin of 7.8% during the third
quarter of fiscal 2002 compared to 8.3% for the third quarter of
fiscal 2001 on almost $18 million of lower revenue.  We continue
the trend of lowering our administrative costs for fiscal 2002
as compared to fiscal 2001.  As of July 31, 2002, we have
reduced our debt by $23.0 million since April 30, 2002 and by
$51.5 million since October 31, 2001.  This reduction in debt
has lowered our interest expense by $0.7 million for the third
quarter of fiscal 2002 as compared to the third quarter of
fiscal 2001 and by $2.3 million for the first nine months of
fiscal 2002 versus the comparable period for fiscal 2001.  We
are making progress. As we look to the future, we continue our
focus on cost reductions, process optimization, improving our
balance sheet and our commitment to strategically position
Shiloh to differentiate ourselves by offering product and
process innovation through Leadership, Technology and Process
Ownership."

Headquartered in Cleveland, Ohio Shiloh Industries is a leading
manufacturer of engineered welded blanks, first operation
blanks, stamped components and modular assemblies for the
automotive and heavy truck industries.  The Company has 16
wholly owned subsidiaries at locations in Ohio, Georgia,
Michigan, Tennessee and Mexico, and employs approximately 2,850.

                         *  *  *

As reported in the Feb. 12, 2002 edition of the Troubled Company
Reporter, the international rating agency, Standard & Poor's
lowered its ratings on Shiloh Industries Inc. At the same time,
the ratings remain on CreditWatch with negative implications,
where they had been placed December 12, 2001.

According to the report, the rating actions reflect Standard &
Poor's increased concern over the company's near-term operating
outlook and the belief that the company's financial flexibility
has become quite constrained.

     Ratings Lowered; Remain on CreditWatch Negative

     Shiloh Industries Inc.             TO      FROM
       Corporate credit rating          B-      BB-
       Senior secured debt              B-      BB-


THAON COMMS: Taps Magnum Financial Group for Advisory Services
--------------------------------------------------------------
Thaon Communications, Inc., (OTCBB: THAO) has engaged the
services of Magnum Financial Group , LLC --
http://www.magnumfinancial.com-- to assist Thaon in further
refining its strategy, restructuring its business units and
capital structure, identify potential merger candidates and
other related advisory services.

Magnum Financial Group is an L.A. based financial advisory firm
that specializes in emerging growth and micro-cap companies, and
whose services include preparing client companies for the fund
raising process, orchestrating reverse mergers, advising on
corporate restructurings and providing other business and
financial advisory services.

Mr. Adam Anthony, chief executive officer of Thaon
Communications, stated, "We recently embarked on a new strategy
aimed at rebuilding value in our company. Due to a number of
factors relating to our business operations and current market
conditions, we believe that further refinement and execution of
this strategy will benefit greatly from the assistance of a firm
such as Magnum,. Our objective is to work closely with Magnum
and to move quickly through this process."

Thaon Communications, Inc., is a holding company operating
through a collection of subsidiaries aimed at providing
multimedia communication solutions and capitalizing on emerging
markets Thaon currently operates through four business units:
Prime Time Media Solutions, Prime Time Distribution, Legal
Broadcast Company, and The Clover, Inc. For additional
information, please visit http://www.thaon.netor contact
Jeanene Morgan at 805-547-3900 or email IR@thaon.net.


UAL CORP: Names Glenn F. Tilton as New Chairman, President & CEO
----------------------------------------------------------------
UAL Corporation (NYSE: UAL), parent company of United Airlines,
announced that Glenn F. Tilton has been elected Chairman,
President and Chief Executive Officer by unanimous vote of the
Company's Board of Directors.  He succeeds Chairman and CEO John
W. Creighton, who is retiring.  The appointment is effective
immediately.

Mr. Tilton said, "I am proud to be joining the world-class team
of men and women at United and look forward to working with them
to restore this company to financial health and growth. Despite
the significant challenges we face, United is a company with
tremendous strengths on which we can build.  In addition to
outstanding people, it has a powerful global brand, the world's
best air routes and one of the youngest fleets.  But in the days
ahead, all of us with a stake in United must work together to
reestablish a competitive company with a prosperous long-term
future."

Mr. Tilton continued, "Our highest priorities must be to restore
employee trust and revive investor and customer confidence. That
means working cooperatively with all of United's stakeholders on
a plan to address near-term financial issues and develop a much-
needed, long-term strategy for the company's renewed growth.  We
can only reach these goals through a genuine partnership with
our employees and their unions.  I have been impressed with the
commitment to forging a mutually beneficial partnership
expressed by our employees' Board representatives.  I believe
that together we can develop a plan that puts us on a firm
foundation and serves the best long-term interests of our
employees, shareholders and customers."

Mr. Tilton is the former Chairman and CEO of Texaco, Inc., who
has served as Vice Chairman of ChevronTexaco Corp., since the
two energy companies merged in October 2001.  In May 2002, he
was named to the additional role of interim Chairman of Dynegy
Inc., to assist the energy merchant in restoring investor
confidence and stabilizing the company's financial position.  He
is resigning from the positions he holds at ChevronTexaco and
Dynegy to focus exclusively on his duties at United.

On behalf of the UAL board, James J. O'Connor, a director who
led the nationwide search for a new CEO, said, "Glenn is a
forceful, positive executive who is exactly the right person to
lead United at this critical time.  He knows how to guide major
global companies through difficult transitions with a sharp
focus on financial responsibility.  He is an extremely hard-
working, hands-on executive who knows how to engage employees.
He believes that a company is as good as the ambitions its
stakeholders share, and he will push firmly but fairly to
achieve the company's goals.  He has the reputation and
credibility needed to lead United to recovery and a great
future."

Mr. Creighton, who served as a director of United since 1998 and
assumed leadership of the Company in October 2001 on an interim
basis, said, "In the aftermath of the terrible blow to our
industry on 9/11, we were able to begin reducing costs and make
important strides forward, working closely with employees and
federal officials.  I am proud to have had the opportunity to
play a part in that effort and to lay a strong foundation on
which Glenn and the United team will build our future."

Mr. O'Connor added, "We are all grateful to Jack Creighton for
his willingness and courage in taking on the tremendous
challenge that faced United last fall and for his outstanding
performance and contributions.  I know that everyone at United
joins with me in wishing him the best in all of his future
endeavors."

Paul Whiteford, the representative on UAL's board of the Air
Line Pilots Association, which represents 9,000 United pilots
who own substantial amounts of the Company's stock through an
Employee Stock Ownership Plan (ESOP), said, "I am very pleased
that Glenn has agreed to lead United's efforts to emerge from
one of the most difficult periods in our history. Everything
I've learned in getting to know him is positive: he is a proven,
creative leader willing to work with all sides to build a
consensus fairly and effectively.  He has a strong reputation as
a good listener and a person of integrity.  We look forward to
joining with him and his management team in a productive
partnership to find reasonable and responsible solutions."

Stephen R. Canale, the representative on UAL's board of the
International Association of Machinists and Aerospace Workers,
which represents 37,000 United employees who own substantial
amounts of the Company's stock, said, "I have been impressed by
Glenn as an outstanding leader, and I am delighted to welcome
him to United.  He brings to United a fresh outlook, a
reputation as a no-nonsense executive and a wealth of experience
at helping companies facing serious challenges.  The members of
the IAM have a tremendous stake in the future of United.  We
fully understand the seriousness of the tough challenges facing
our company, and are ready to work closely with Glenn toward our
common goal of restoring United to its place as the finest
airline in America."

Glenn F. Tilton was appointed Vice Chairman of the Board of
Directors of ChevronTexaco in connection with the merger of
Chevron Corporation and Texaco Inc., completed in October 2001.
He assumed the additional position of interim Chairman of Dynegy
Inc., in May 2002 to help lead that company's effort to restore
investor confidence.  Previously, he served as Chairman of the
Board and Chief Executive Officer of Texaco Inc., a position he
assumed in February 2001.

Mr. Tilton, 54, joined Texaco Inc., in 1970 and served in
various marketing, corporate planning and European downstream
assignments of increasing responsibility. In 1989, while serving
as President of U.S. Refining and Marketing, he was appointed
Vice President of Texaco Inc.  He became Chairman of Texaco Ltd.
in 1991 and President of Texaco Europe in 1992. In January 1995,
he was appointed President of Texaco USA and, later that year, a
Senior Vice President of Texaco Inc.  In January 1997, he became
President of Texaco's Global Business Unit.

Mr. Tilton serves on the Board of Directors of the American
Petroleum Institute and Lincoln National Corp., and on the Board
and the Executive Committee of the British American Chamber of
Commerce.

              Other Senior Management Changes

The company also announced that Rono Dutta, President, and
Andrew E. Studdert, Chief Operating Officer, are also stepping
down from their positions to afford Mr. Tilton wider latitude to
fill these key positions on the senior management team. Their
responsibilities will be assumed, for the time being, by other
executives of the company.

Speaking for the board, Mr. O'Connor said, "Rono Dutta and Andy
Studdert have served United with dedication and ability.  We are
grateful to them for their many contributions over the years."

United Airlines operates more than 1,900 flights a day on a
route network that spans the globe.  News releases and other
information about United Airlines can be found at the company's
Web site at http://www.united.com


UAL CORP: Machinists Air Hope That New CEO Will Bring Stability
---------------------------------------------------------------
"We are hopeful that a long-term CEO will bring stability to
United Airlines," said Tom Buffenbarger, International President
of the International Association of Machinists and Aerospace
Workers, on the announcement that Glenn Tilton has been named
the new Chief Executive Officer of UAL Corp. "Our
representatives look forward to discussing new ideas to protect
the interests of our members, the employee-owners of United
Airlines."

"United Airlines' successful revival hinges on a leader with a
far reaching vision of where the company should be and a plan to
reach that goal," said General Vice President Robert Roach, Jr.
"We hope Mr. Tilton can quickly assemble a management team
capable of working with United's employees to address their
concerns and the carrier's problems."

"Our members have already made significant commitments to insure
the survival and success of United Airlines," said Randy Canale,
President of IAM District 141. "But long-term commitment from
top level management has been missing. A new CEO is a giant step
towards reaching our members' goals."

"Our members worked hard and sacrificed for eight years to make
United Airlines the country's number one carrier," said IAM
District 141-M President Scotty Ford. "We need a CEO that can
return the airline to that prominent position while improving
labor relations and employee morale. We hope Mr. Tilton is that
person."

UAL also announced the resignations of UAL Corp. President Rono
Dutta, and Executive Vice President and Chief Operating Officer
Andrew Studdert.  Machinists' leaders hailed the announcement of
additional management shakeups at UAL.  "This is an opportunity
for United's new CEO to put in place a team capable of managing
a multi-billion dollar employee-owned company," said
Buffenbarger. "The last team forgot that our members own the
airline, and that the employees are United Airlines' most
valuable asset."

"United needs management that understands what employee-
ownership means. Only in a true partnership of ideas can United
successfully return to being the number one carrier. Anyone who
doesn't believe that should also resign immediately," said
Buffenbarger.

"Through the ESOP, our members gave United Airlines a
competitive advantage for eight years," said Roach. "Their
sacrifices made United the premier airline in the country.
Recently, United management indicated the company is on the
brink of bankruptcy. Clearly the previous management failed. A
change in top management was long overdue.  This may be a step
away from the wrong direction."

United's 23,000 Ramp & Stores, Food Service, Security Guards,
Public Contact and Mileage Plus employees are represented by IAM
District 141. The carriers 13,000 Mechanic and Related employees
are members of IAM District 141-M. For more information about
the Machinists Union visit http://www.goiam.org


UNITED AIRLINES: Pilots Express Disdain for Management Proposal
---------------------------------------------------------------
The following statement was issued by Capt. Paul Whiteford,
chairman of the United Airlines pilots' Master Executive
Council, a unit of the Air Line Pilots Association:

     "The UAL-MEC would like to reiterate its position
concerning United Airlines' management's proposal to ALPA.

     "This particular proposal is wholly unacceptable to United
pilots.  However we can report at this point that all union
leaders are discussing with their financial advisors the
economic changes that would be appropriate to update the
application at the ATSB.  We intend to work in conjunction with
the other unions as we develop a response to the company's
latest proposal, and will forward it to management as soon as
possible."


UNITED AIRLINES: Flight Attendants Maintain "No Plan, No Talks"
---------------------------------------------------------------
Association of Flight Attendants, AFL-CIO, United Airlines
Master Executive Council President Greg Davidowitch issued this
statement concerning United management's Aug. 28 presentation of
a demand for employee concessions:

    "United management wants its employees to invest $9 billion
of our hard earned money in an airline with no plan and no
leader.  While we will continue to meet with the company, there
will be no concession talks under these circumstances.

    "The math doesn't add up when management asks for exorbitant
concessions from workers totaling $9 billion over six years to
obtain a $1.8 billion loan guarantee from the Air Transportation
Stabilization Board. So, we ask again: Who's using whom?  Is
United using the ATSB as its heavy to extract huge concessions
from its workers to cover for years of mismanagement?  Or is the
White House attempting to dictate what airline workers in this
country earn through the ATSB?  Both scenarios are un-American.

    "United hasn't turned a profit in two years and management's
solution is to point a finger at the employees who keep the
airline in the air.  The future of our airline is at stake and
that's the best United management can do?  We can't wait for
this management any longer.

    "United still has the best network in the world and is the
key player in the strongest international alliance in the
airline industry.  United will survive. The employees at United
are committed to that, despite current management's failures."

Demands for labor concessions assume that labor costs are
United's primary problem.  However, the current Flight Attendant
contract, which runs to March 2006, is unique in the industry.
It measures each year and contractually fixes United's Flight
Attendant costs at the AVERAGE of United's competitors through a
binding arbitration process.  The most recent arbitration ruled
that United enjoyed a $48 million advantage in its Flight
Attendant costs over the AVERAGE of its competitors in 2001.

The cost-competitive nature of the Flight Attendant agreement is
an asset to the airline that should help United's application to
the Air Transportation Stabilization Board for a loan guarantee
backed by the federal government.

More than 50,000 Flight Attendants, including the 26,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union. Visit its Web site at
http://www.unitedafa.org


US AIRWAYS: Hires PricewaterhouseCoopers as Advisor & Accountant
----------------------------------------------------------------
US Airways Group wants to employ PricewaterhouseCoopers as its
restructuring advisors and accountants during these Chapter 11
proceedings.  Specifically, PwC will:

  -- assist the Debtors in the preparation of financial related
     disclosures required by the Court, including the Schedules
     of Assets and Liabilities, the Statement of Financial
     Affairs and Monthly Operating Reports;

  -- assist in developing accounting and operating procedures to
     segregate prepetition and postpetition business
     transactions;

  -- provide assistance with implementation of court orders;

  -- assist with the identification of executory contracts and
     leases and performance of cost/benefit evaluations with
     respect to the affirmation or rejection of each;

  -- assist in the preparation of financial information for
     distribution to creditors and others, including, cash
     receipts and disbursement analysis, analysis of various
     asset and liability accounts, and analysis of proposed
     transactions for which Court approval is sought;

  -- participate in meetings and provide support to the Company
     and its other professional advisors in negotiations with
     potential investors, banks and other secured lenders, the
     Creditors' Committee appointed in these Chapter 11 cases,
     the U.S. Trustee, other parties-in-interest and
     professionals hired, as requested;

  -- assist the Debtors in responding to and tracking calls
     received from suppliers in a Vendor Communication Room,
     including the production of various management reports
     reflecting call center activity;

  -- assist the Debtors in claims processing, analysis and
     reporting including Plan classification modeling and claim
     estimation;

  -- assist the Debtors in responding and tracking reclamation
     claims;

  -- analyze creditor claims by type, entity and individual
     claim, including assistance with development of a database
     to track the claims;

  -- assist the Debtors with plan distribution activities;

  -- assist in the preparation of information and analysis
     necessary for the confirmation of a Plan of Reorganization
     in these chapter 11 cases;

  -- assist in the evaluation and analysis of avoidance actions,
     including fraudulent conveyances and preferential
     transfers;

  -- provide testimony on various matters, as requested;

  -- provide assistance with tax planning and compliance issues
     with respect to any proposed plans of reorganization, as
     well as any and all other tax assistance as may be
     requested from time to time.

  -- provide such other restructuring advisory, accounting and
     claims management services consistent with
     PricewaterhouseCoopers' role in this matter as may be
     required or requested by the Debtors or their counsel; and

  -- render other general business consulting or other
     assistance as Debtors' management or counsel may deem
     necessary that are not duplicative of services provided by
     other professionals.

According to US Airways CEO David N. Siegel, PwC will work
closely with Seabury to ensure that the services provided by
each firm are complementary and not duplicative and create a
synergy between Seabury's vast airline expertise and
PricewaterhouseCoopers' vast accounting and financial
restructuring experience.

Mr. Siegel relates that the Debtors are familiar with the
professional standing and reputation of PricewaterhouseCoopers.
PricewaterhouseCoopers has a wealth of experience providing
restructuring advisory and accounting services in restructurings
and reorganizations and enjoys an excellent reputation in large
and complex Chapter 11 cases, on behalf of debtors and
creditors.

Prior to the Petition Date, PricewaterhouseCoopers provided
restructuring advisory and accounting services to the Debtors.
During this engagement, PricewaterhouseCoopers has developed a
great deal of institutional knowledge of US Airways' operations,
finances and systems.  "This experience and knowledge will be
valuable to the Debtors' reorganization efforts," Mr. Siegel
says.

Randall S. Eisenberg, on behalf of PricewaterhouseCoopers, tells
the Court that PwC:

  (i) has no connection with the Debtors, its creditors or other
      parties-in-interest in these cases,

(ii) does not hold any interest adverse to the Debtors'
      estates; and

(iii) is a "disinterested person" as defined in Section 101(14)
      of the Bankruptcy Code, and is eligible to be retained
      under Section 327(a) of the Bankruptcy Code.

PricewaterhouseCoopers is not owed any amounts with respect to
its prepetition fees and expenses.

In connection with the Vendor Communication Room Process, Mr.
Siegel says, PwCs' professionals providing assistance will be
performing repetitive tasks responding to numerous vendor calls,
including answering incoming calls, communicating relevant
factual information regarding the proceedings and assisting with
updating the Vendor Communication Room Database to reflect the
outcome of calls received.  While the Vendor Communication Room
Process is directly related to the proceedings, given the nature
of these tasks and the expected volume of supplier calls, it
would not be practical and would provide little monitoring
insight to the various parties-in-interest to these proceedings
for the professionals to maintain detailed time records for
these.  Therefore, the Debtors ask the Court to allow the PwC
Vendor Communication Room professionals to submit only summary
documentation that provide hours incurred by level and
descriptions of the categories of tasks that were completed
during the applicable time period in lieu of providing detailed
time records.

PricewaterhouseCoopers intends to apply to the Court for
allowances of compensation and reimbursement of expenses for
restructuring advisory and accounting services.  The customary
hourly rates for restructuring advisory and accounting services
to be rendered by PricewaterhouseCoopers are:

      Partners/Managing Director       $525 - 595
      Manager/Directors                 370 - 525
      Associates/Senior Associates      185 - 345
      Administrative/Paraprofessional    75 - 150

Mr. Siegel maintains that PwC should be employed under a general
retainer because of the level and complexity of the services
that will be required during these proceedings. (US Airways
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2) are trading
at 10 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
real-time bond pricing.


USG CORP: McDowell Welding Seeks Stay Relief to Prosecute Claims
----------------------------------------------------------------
McDowell Welding & Pipefitting, Inc., asks the Court for relief
from the automatic stay so that it may continue prosecuting its
secured construction lien claims against United States Gypsum
Company and BE&K Construction Company, Inc., in an Oregon
lawsuit.

On April 17, 2001, Kurt F. Gwynne, Esq., at Reed Smith, relates,
McDowell filed a complaint in Oregon State Circuit Court for the
County of Columbia against the Debtor, the Port of St. Helens
and BE&K for construction lien foreclosure, breach of contract
and quantum meruit.  McDowell is looking to recover $2,000,000
plus interest and attorneys' fees.

On or about July 16, 2001, McDowell amended its complaint to
include additional claims solely against BE&K for an accounting,
tortious breach of the covenant of good faith and fair dealing,
fraud, intentional misrepresentation and tortious interference
with contract.

On or about July 25, 2001, BE&K removed the Oregon action to the
United States District Court for the District of Oregon, and
moved to stay the proceedings, pursuant to 11 U.S.C. Sections
362(a) and 105(a).  BK&E argued that "unusual circumstances"
were present to justify the extension of the automatic stay to
non-debtor BE&K under the Fourth Circuit's decision in A.H.
Robins Co. Inc. v. Piccinin, 788 F.2d 949 (4th Cir.) and its
progeny. Eventually, McDowell moved to remand due to lack of
diversity under 28 U.S.C. Sec. 1441 and then advised the Court
that it intended to proceed against BE&K solely in light of the
Debtors' bankruptcy filing.

The District Court then referred the action to the United States
Bankruptcy Court for the District of Oregon for a ruling on
BE&K's stay motion and McDowell's remand motion.  At a February
6, 2002 hearing, the Bankruptcy Court declined to rule on either
party's motion until McDowell sought relief from the automatic
stay against U.S. Gypsum in Delaware.

Mr. Gwynne explains that BE&K was the general contractor during
the construction of the Debtors' Rainier, Oregon plant and
McDowell submitted bids for the piping installation and
instrumentation as well as auxiliary plant equipment.  BE&K,
McDowell alleges, knew that plans submitted to McDowell for its
bid omitted or inaccurately defined the plant work's scope and
other significant features, which, if included in the bid
packages, would have doubled the installed pipe feet amount.

McDowell's bids were accepted, and BE&K entered two
subcontracts, one for piping installation and one for the
auxiliary equipment installation.  They were fixed fee
agreements.

Mr. Gwynne explains that after McDowell began performing under
the subcontracts, the Debtor requested that McDowell, a non-
union company, execute a union contract in order to quell
discord between the Debtor and union subcontractors.  As a union
contract incentive, BE&K agreed to convert the fixed fee
Subcontracts into cost plus overhead and profit contracts.
Under these modified Subcontracts, McDowell was to be fully
reimbursed for its costs on the project, and was to negotiate
its overhead and profit with BE&K at the close of the job.

Though McDowell fully performed under the Subcontracts, it was
never fully compensated for its direct costs, leaving about $1
million in direct costs unpaid.

Now, McDowell asks the Delaware Court for relief from the stay
to proceed against the Debtor in the Oregon Action providing
that its claims do not preclude McDowell from prosecuting claims
against BE&K in the Oregon action.  McDowell indicates that it
has advised both the Oregon Federal District Court and the
Bankruptcy Court for the District of Oregon that it is prepared
to proceed separately against BE&K should the Court determine
McDowell may not proceed against the Debtor. (USG Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


VECTOR ENERGY: Sr. Lender Extends Debt Maturity to Sept. 7, 2002
----------------------------------------------------------------
Vector Energy Corporation (OTCBB:VECT) has reached agreement
with its Secured Lender to extend the maturity of its debt from
Aug. 24, 2002 to Sept. 7, 2002.

"I believe this extension will be sufficient for us to complete
a global restructuring of Vector's secured indebtedness," said
Sam Skipper, Chairman and CEO of Vector. "Upon the completion of
certain eminent property sales, we will be able to complete our
program of eliminating our $2.3 million of secured indebtedness
through property sales."

Vector Energy Corporation is a Houston-based company primarily
engaged in the acquisition, development and production of
natural gas and crude oil.


WARNACO GROUP: Wins Okay to Litigate Workers' Compensation Suits
----------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates seek the
Court's authority to, in their discretion, commence or continue
litigation they initiated in connection with certain prepetition
workers' compensation claims that are currently pending in
various administrative forums.

Elizabeth R. McColm, Esq., at Sidley Austin Brown & Wood, in New
York, explains that the Debtors intend to reduce its obligations
with respect to claims on a going forward basis.  To recall, the
Court authorized the Debtors to pay all employees' workers'
compensation and related policies, benefits and employee claims
that arose prepetition.

At least one state workers' compensation commission has
indicated that it would be willing to allow hearings to be
scheduled for these matters.  That same Commission has taken the
position that non-debtor opposing parties may object to the
hearings on the basis that the hearings are arguably stayed
pursuant to the automatic stay.  In these situations, the
Commission believes that issues concerning its jurisdiction over
these matters may be raised, which would have to be litigated in
an appropriate state court forum.  However, this process is
likely to be time-consuming and costly, and could be avoided if
this Court were to authorize the Debtors to commence or continue
litigation initiated by the Debtors in connection with certain
prepetition workers' compensation claims currently pending in
various administrative forums.

Ms. McColm points out that the automatic stay in Section 362 of
the Bankruptcy Code does not apply when a debtor wishes to
commence or continue litigation against a third party, and,
therefore, does not preclude the prosecution of litigation,
initiated by the Debtors, of prepetition workers' compensation
claims.  Accordingly, Ms. McColm contends that although there is
technically no stay to lift, an order clarifying this issue
could save the Debtors significant payouts on certain
prepetition workers' compensation claims if the administrative
agencies terminate a proceeding on the basis of a
misinterpretation of Section 362.

                        *      *      *

Judge Bohanon finds sufficient cause to allow the Debtors to
pursue pending prepetition workers compensation claims, in their
discretion. (Warnaco Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Has Until Sept. 23 to File Chapter 11 Plan
---------------------------------------------------------------
On August 29, 2002, Judge Bodoh approved a Stipulation signed
by:

    -- Scott N. Opincar, Esq., at Calfee Halter & Griswold, on
       behalf of Wheeling-Pittsburgh Steel Corp., and debtor-
       affiliates

    -- Lee D. Powar, Esq. and Julie K. Zurn, Esq., on behalf
       of the Official Noteholders' Committee, and

    -- Marc E. Richards, Esq., and Edward J. LoBello, Esq., on
       behalf of the Official Committee of Unsecured Trade
       Creditors.

The parties agree to further extend the Debtors' exclusive
period to file a Plan of Reorganization to September 23, 2002,
and the Debtors' exclusive period to solicit acceptances of a
Plan to November 22, 2002. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS CONTROLS: Special Shareholders' Meeting Set for Sept 19
----------------------------------------------------------------
A special shareholder meeting in lieu of the annual meeting for
2001 and an annual shareholder meeting for 2002 of Williams
Controls, Inc., a Delaware corporation will be held at the
Hilton Tampa Airport Westshore, located at 2225 North Lois
Avenue, Tampa, Florida, on September 19, 2002, at 9:30 a.m.,
Eastern Daylight Time, for the following purposes:

     1. To elect four (4) members of the Company's Board of
Directors, two (2) of whom will be elected by holders of the
Company's Series B Preferred Stock, 15% Redeemable Convertible
Series voting as a separate class, to serve until the next
annual shareholder meeting or until their respective successors
are duly elected and qualified;

     2. To approve an amendment to the Company's Certificate of
Incorporation increasing the number of the Company's authorized
shares of common stock to 125,000,000; and

     3. To transact any other business that may properly come
before the shareholder meeting.

The Board of Directors is not aware of any other business to
come before the shareholder meeting.

Only shareholders of record on August 13, 2002, are entitled to
notice of and to vote at the shareholder meeting or any
adjournments of the meeting.

Williams Controls' biggest business is making electronic
throttles, exhaust brakes, and pneumatic controls for trucks and
other heavy equipment. Other operations include microcircuits,
cable assemblies (Aptek Williams), and global positioning
systems (GeoFocus -- which Williams Controls is selling). The
company also makes plastic parts (Premier Plastic Technologies,
which is being sold) and compressed natural gas conversion kits
for cars (NESC Williams). Major customers include Freightliner,
Navistar, and Volvo.

Williams Controls, Inc.'s June 30, 2002 balance sheets show a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $12 million.


WORLDCOM INC: Honoring & Paying Prepetition Foreign Obligations
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained Court's
authority to honor and pay its prepetition obligations to
Foreign Creditors, including Local Telephone Providers,
Maintenance Providers, and In-Country Providers.

As stated in the Debtors' application, this relates only to
the Debtors' prepetition obligations and does not provide for
the payment of obligations of the Debtors' non-U.S. subsidiaries
or affiliates.

Thus, the Debtors will continue to pay foreign obligations only
as they become due and payable. These foreign obligations amount
to about $35,000,000 on a weekly basis, on account of the
critical services.

The vast majority of the Debtors' Foreign Creditors can be
broken down into three categories, namely:

A. Local Telephone Providers:  Local Telephone Providers provide
   termination services for voice, data, and communications
   throughout the world.  This termination service is sometimes
   referred to as "last mile" service which allows the Debtors
   to sell worldwide services, maintain global reach for its
   networks, and ensure consistent services in over 200
   countries around the world.

B. Cable Maintenance and Restoration Service Providers:
   The Debtors' global network includes undersea and
   international cable and other network assets that require
   maintenance services from the Maintenance Providers in order
   to keep its global network functioning properly.  Without
   these services, Debtors' international network would
   deteriorate and diminish its service capacity or worse, shut
   down completely.

C. Voice, Data, Collocation, and Maintenance Providers:  The In-
   Country Providers provide Debtors access to their networks
   and other assets, usually pursuant to leases or usage
   agreements.  The continued usage of the In-Country Providers'
   network assets is vital to Debtors' ability to operate its
   international network and provide its customers the
   "seamless" communications services upon which Debtors' global
   business plan is premised.


XO COMMS: Court Approves Jones Day for Special Legal Services
-------------------------------------------------------------
Since March 2000, Jones Day, Reavis & Pogue provided legal
services to XO Communications Inc., and certain of its non-
debtor subsidiaries.  Jones Day has represented the Debtor's
creditor interest in other bankruptcy cases.  Jones Day also has
provided advice to the Debtor regarding the XO's business
relationship with one of XO's largest creditors, Level 3
communications Inc.

The Debtor originally intended to employ Jones Day as an
ordinary course professional.  However, in light of the issues
that arose in connection with the Debtor's business relationship
with Level 3, the Debtor anticipates that Jones Day's
compensation will exceed the cap established by the Court Order
Authorizing The Employment Of Ordinary Course Professionals.

Therefore, the Debtor sought and obtained the Court's authority
to employ Jones Day as special counsel, under a general
retainer, to provide services in matters its customarily
handled.

The Debtor selected Jones Day because the firm has extensive
experience in and knowledge of debtor-creditor law, regulatory
matters, and general corporate matters, and expertise in other
fields.  In addition, Jones Day enjoys a familiarity with the
Debtor.  The Debtor believes that Jones Day attorneys are well
qualified to act as special counsel on its behalf in this case.

As the Debtor's special counsel, Jones Day will not be rendering
services typically performed by a debtor's bankruptcy counsel.
Jones Day ordinarily will not be involved in interfacing with
the Bankruptcy Court or be primarily responsible for the
Debtor's general restructuring matters, which are handled by the
Debtor's counsel Willkie Farr & Gallagher.

In the event WF&G is unable to provide services to the Debtor
with respect to a specific matter because of a conflict or
potential conflict of interest, Jones Day is expected to handle
the matter -- provided that it does not have a conflict or
potential conflict of interest with respect to the matter.

Jones Day intends to charge for its professional services on an
hourly basis in accordance with its ordinary and customary rates
in effect on the date services are rendered.  The firm will also
seek reimbursement of actual and necessary out-of-pocket
expenses. Jones Day will maintain detailed, contemporaneous
records of time and any actual and necessary expenses incurred.

As of August 15, 2002, the hourly rates of Jones Day
professionals expected to provide services to the Debtor are:

Name                   Position            Location   Rate/Hour
----                   --------            --------   ---------
Richard M. Cieri       Partner             Cleveland     $650
Carl Black             Associate           Cleveland      260
Ann Bredin             Associate           Chicago        295
Brad Erens             Associate           Chicago        455
Michelle Morgan Harner Associate           Chicago        360
Eric McKay             Associate           Dallas         155
Daniel Prieto          Associate           Chicago        260
Leah Sellers           Associate           Cleveland      210
Lynne Fischer          Staff Attorney      Cleveland      150
Marcia Burston         Legal Assistant     Cleveland      113
Lanesha Johnson        Legal Assistant     Cleveland      102
Gail Nash              Project Assistant   Cleveland      $57

On February 20, 2002 and March 7, 2002, the Debtor paid Jones
Day $38,478.26 for services to be rendered and for reimbursement
of expenses to be incurred.  As of the Petition Date, the
Prepayment remained unapplied.  In addition, the Debtor has paid
Jones Day $594,706.99 during the 12 months immediately preceding
the Petition Date for fees and expenses incurred.

Richard M. Cieri, a member of Jones Day, assures the Court that
Jones Day does not represent, and has not represented, any
entity other than the Debtor in matters related to this Chapter
11 case.

However, in matters that are unrelated to the Debtor or its
Chapter 11 case, Jones Day has represented and continues to
represent certain interested parties like:

(a) Level 3 Communications Ltd., a trade creditor of the Debtor
    or its affiliates, and certain of Level 3's affiliates

    In particular, Jones Day:

    -- currently represents and has provided limited advice to
       Level 3 Communications Ltd. in certain corporate, real
       property and regulatory matters in Belgium, Frankfurt and
       London that are unrelated to the Debtor or its Chapter 11
       case; and

    -- has advised Level 3 on matters related to competition law
       in the European Union.

    Jones Day anticipates that it will continue providing
    services to the Level 3 Entities in connection with pending
    and future matters.  However, Jones Day will not represent
    any of the Level 3 Entities, in any matters relating to the
    Debtor or its Chapter 11 case.  Moreover, Jones Day will
    establish an internal Information Wall mechanism to ensure
    that no Jones Day professionals providing services to any of
    the Level 3 Entities will provide services to or have access
    to files relating to the Debtor, and vice versa;

(b) lenders that participate in the Debtor's $1.0 billion
    prepetition senior secured credit facility;

(c) Wells Fargo Bank Minnesota, N.A., the Indenture Trustee for
    the Debtor's outstanding senior public notes, or Well
    Fargo's affiliates and other noteholders;

(d) a number of the 3,700 entities that hold prepetition public
    bonds issued by the Debtor;

(e) Williams Communications Inc., one of the Debtor's top 30
    creditors;

(f) Lucent Technologies Inc., one of the Debtor's top 30
    creditors; and

(g) certain entities that:

    -- are or may be creditors in this case, and
    -- are or may be otherwise directly or indirectly affiliated
       with creditors or other parties-in-interest in this case.

Jones Day anticipates that it will continue providing services
to the Prepetition Lenders, Noteholders, the Chapter 11 cases of
Williams, the Chapter 11 cases of Lucent, and other pending and
future matters.  However, Jones Day will not represent these
entities in any matters relating to the Debtor or its Chapter 11
case.  Furthermore, Jones Day:

   (i) will not represent Williams or Lucent in any matters
       adverse to the Debtor -- including in connection with the
       Williams and Lucent Cases, and

  (ii) will not represent the Debtor in any matters adverse to
       Williams and Lucent.

In addition, Jones Day has likely represented and will likely
continue to represent, certain other creditors of the Debtor and
various other parties actually or potentially adverse to the
Debtor in matters unrelated to the Debtor or its Chapter 11
case.

Because Jones Day is an international firm with 1,600 attorneys
in 26 offices and because the Debtor is a large enterprise,
Jones Day is unable to state with certainty that it has
disclosed every client representation or other connection. Mr.
Cieri tells the Court that, if Jones Day discovers additional
information that requires disclosure, the firm will file a
supplemental disclosure as promptly as possible.

The Court is satisfied that Jones Day and each of its members
and associates is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, and Jones
Day's retention as special counsel is in the best interests of
the Debtor and its estate, creditors, and interest holders. (XO
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
September 12-13, 2002
     FARM, RANCH, AGRI-BUSINESS BANKRUPTCY INSTITUTE
          18th Annual Meeting
               Holiday Inn Park Plaza, Lubbock, TX
                    Contact: 806-765-9199

September 12-13, 2002
     ASSOCIATION OF CHAPTER 12 TRUSTEES (ACT2)
          ACT2 Meeting
               Holiday Inn Park Plaza, Lubbock, TX
                    Contact: 806-765-9199

September 12-13, 2002
     STATE BAR OF TEXAS
          Consumer Bankruptcy Course 2002
               San Antonio, TX
                    Contact: 800-204-2222 (x1574)

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Accounting and Financial Reporting
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                         mktg@americanconference.com

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Securities Enforcement and Litigation
              The Russian Tea Room Conference Facility, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                         mktg@americanconference.com

September 24 - 25, 2002
     AMERICAN CONFERENCE INSTITUTE
          OTC Derivatives
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                                     mktg@americanconference.com

September 26-27, 2002
     ALI-ABA
        Corporate Mergers and Acquisitions
             Marriott Marquis, New York
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

September 30 - October 1, 2002
     AMERICAN CONFERENCE INSTITUTE
          Outsourcing in the Consumer Lending Industry
               The Hotel Nikko, San Francisco
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                         mktg@americanconference.com

October 1-2, 2002
     INTERNATIONAL WOMEN'S INSOLVENCY AND RESTRUCTURING
                 CONFEDERATION
          International Fall Meeting
               Hyatt Regency, Chicago, IL
                    Contact: 703-449-1316 or fax 703-802-0207
                         or iwirc@ix.netcom.com

October 2-5, 2002
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Fifth Annual Meeting
               Hyatt Regency, Chicago, IL
                    Contact: http://www.ncbj.org/

October 3, 2002
     INTERNATIONAL INSOLVENCY INSTITUTE
          Member's Meeting (III)
               Chicago IL
                    Contact: http://www.ncbj.org/

October 7-13, 2002
     ASSOCIATION OF BANKRUPTCY JUDICIAL ASSISTANTS
          13th Annual Educational Conference and Meetings
               Regency Plaza Hotel, Mission Valley
                    Contact: 313-234-0400

October 9-11, 2002
   INSOL INTERNATIONAL
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk
                         or http://www.insol.org

October 24-25, 2002
    NATIONAL BANKRUPTCY CONFERENCE
        Member's Meeting
            Sidley Austin Brown & Wood Offices, Washington D.C.
                Contact: http://www.law.uchicago.edu/NBC/NBC.htm

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org
                         or http://www.clla.org/

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com

December 5-7, 2002
     STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003 (Tentative)
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003 (Tentative)
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
           Drafting,
         Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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.

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

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

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

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

                          *********

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

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

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***