TCR_Public/020909.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, September 9, 2002, Vol. 6, No. 178

                           Headlines

360NETWORKS: Obtains Nod to Participate in Ledcor Settlement
ADELPHIA COMMS: Intends to Wind-Down Operations of 14 CLECS
ADMIRAL CBO: S&P Hatchets Ratings on Four Classes of Notes
AIMGLOBAL: Giga-Tron Wants Receiving Order against Aimtronics
AJAX MAGNATHERMIC: Rosen & Co. to Auction-Off Assets Tomorrow

AMES DEPARTMENT: Wants to Terminate 5 Closing Store Leases
ANC RENTAL: Seeks OK to Continue Use of Lenders' Cash Collateral
APPLE CAPITOL: Court Moves Final Sale Hearing Date to October 8
BRITISH ENERGY: Wooing UK Government's Aid for Restructuring
BEA CBO 1998-2: S&P Junks Rating on Class A-3 Notes at CCC-

BETHLEHEM STEEL: Nat'l Union Seeks Stay Relief to Pursue Action
BUDGET GROUP: Taps Weber as Corporate Communications Consultant
CAMPBELL SOUP: 4th Quarter 2002 Net Sales Slide-Up 5% to $1.2BB
COLD METAL: U.S. Trustee Appoints Unsecured Creditors Committee
CONSECO, INC.: 30-Day Grace Period Expires & Deathwatch Begins

THE CREDIT STORE: Court Approves Stuart Gerry as Local Counsel
CRESCENT OPERATING: Amends Settlement Agreement with CEI
DELANEY VINEYARDS: Voluntary Chapter 11 Case Summary
DOE RUN RESOURCES: Extends Offers for Old Notes Until Sept. 20
ENRON CORP: Brings-In Dovebid to Auction De Minimis Assets

EXIDE TECHNOLOGIES: Appoints Stuart Kupinsky as New Senior VP
FLOWERS FOODS: Names Jimmy Woodward as Senior Vice-Pres. & CFO
FRUIT OF THE LOOM: Court Okays Keen's Retention as Auctioneer
GEMSTAR-TV GUIDE: S&P Cuts Corp Rating to BB over Legal Concerns
GLOBAL CROSSING: Wants to Reject Unexpired Contract with Unisys

GENCORP INC: Board Declares Quarterly Cash Dividends on Shares
GRAY TELEVISION: S&P Rates Planned Bank Loan & Sub Notes at B+
HOMEGOLD FIN'L: Lending Partner Extends $200M Forward Commitment
HORSEHEAD: UST Says JP Morgan Has to Cover any Burial Expenses
INSPIRE INSURANCE: Files Chapter 11 Plan & Disclosure Statement

INTELLICORP INC: Files for Chapter 11 Reorganization in Delaware
INTELLICORP INC: Case Summary & 25 Largest Unsecured Creditors
KAISER ALUMINUM: Retirees' Committee Signs-Up Jaspan as Counsel
KMART CORP: Proposes to Modify Personal Injury Claims Protocol
LANTRONIX: Will Publish Q4 & FY 2002 Final Results on Thursday

LA QUINTA: S&P Changes Ratings Outlook to Stable from Negative
LODGIAN: Asks Court to Fix October 22 as Admin. Claims Bar Date
LTV CORP: Seeks Approval to Retain Nationwide as Appraisers
MIDLAND COGENERATION: Fitch Ratchets Rating of $567M Bonds to BB
NATIONAL STEEL: Court Extends EPA's Bar Date to November 6, 2002

ORBITAL SCIENCES: Fitch Affirms B+ Sr. Secured Facility Rating
OWENS CORNING: Seeks 4th Exclusivity Extension to Jan. 31, 2003
PHOENIX GROUP: Bringing-In Kirkpatrick & Lockhart as Co-Counsel
POLYMER GROUP: Court to Consider Reorg. Plan on Sept. 30, 2002
PROVANT INC: Seeks Listing Transfer to Nasdaq SmallCap Market

QUANTUM CORP: Inks Pact to Acquire Benchmark Storage Innovations
QWEST COMMS: S&P Affirms B- Rating After Seeing Loan Amendments
SAFETY-KLEEN: Retaining Rosenthal as Special Litigation Counsel
SAIRGROUP FINANCE: Look for Schedules & Statements on October 3
SCIENT INC: Auction Sale Scheduled for September 13, 2002

SEITEL INC: Second Quarter Net Loss Balloons to $79 Million
SOLECTRON CORP: Will Provide Manufacturing Services for Asyst
SOLECTRON: Will Release Fiscal Year 2002 Results on Sept. 26
SOLID RESOURCES: Closes $4M Sale of Well Testing Div. to Lonkar
SOLID RESOURCES: Creditors Approve Proposed Plan of Arrangement

TERION INC: Successfully Emerges from Chapter 11 Proceeding
TTR TECHNOLOGIES: Fails to Satisfy Nasdaq Listing Requirements
UNIROYAL TECHNOLOGY: Hires Bayard Firm as Bankruptcy Counsel
UNIROYAL TECH.: Commences Trading on National Quotation Bureau
UNITED AIRLINES: Flight Attendants Welcome New CEO Glenn Tilton

US AIRWAYS: Brings-In O'Melveny & Myers as Special Labor Counsel
U.S. STEEL CORP: Seeking Reversal of Indiana Tax Board Ruling
WILLIAMS COMMS: Unsecured Panel Taps Anderson Kill as Counsel
WORLDCOM: Hires Squire Sanders & Dempsey as Conflict Counsel

* Leonard Hyman Affiliates With R.J. Rudden Associates, Inc.

* BOND PRICING: For the week of September 9 - 13, 2002

                           *********

360NETWORKS: Obtains Nod to Participate in Ledcor Settlement
------------------------------------------------------------
360networks inc., and its debtor-affiliates sought and obtained
the Court's authority to participate in a Settlement between the
Debtors' affiliates -- the 360 Group -- and the LIL Limited and
its affiliates -- Ledcor.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that Ledcor is the controlling shareholder of the
Debtors' ultimate Canadian parent.  Thus, the Debtors have been
particularly vigilant in the negotiation of the settlement with
Ledcor.

Prior to Petition Date, certain members of Ledcor and members of
the 360 Group entered into numerous agreements, including, but
not limited to, fiber sale and IRU agreements, asset sale
agreements, project management and construction services
agreements, and intellectual property rights agreements.  Most
of the contractual relationships and dealings between the 360
Group and Ledcor involved the Canadian companies but in some
instances the Debtors were also parties to, like:

    (1) two assignment and assumption agreements, dated September
        27, 1999 under which Ledcor Industries Limited and Ledcor
        Industries Inc. assigned to Worldwide Fiber No. 3 Ltd.
        all of their respective rights and obligations pursuant
        to certain agreements, including, in the aggregate, the
        Build Agreement No. 2, Build Agreement No. 3, Build
        Agreement No. 4 and Build Agreement No. 65 as described
        in and amended by the May 2, 1998 Amendment Agreement
        between Ledcor Industries Limited, Ledcor Industries
        Inc., fONOROLA Telecommunications, Limited Partnership
        and fONOROLA Fiber Development Inc.; and

    (2) a non-competition agreement originally entered into
        between Ledcor Inc. and Starfiber Inc. dated May 31,
        1998.

Under these contracts, Mr. Lipkin says, the Debtors paid
$48,000,000 to certain members of Ledcor, of which $6,500,000
was transferred during the 90 days before the Petition Date.
Ledcor has asserted that the Alleged Preference Period Payments
are not recoverable by the Debtors because:

    (a) certain of the payments were made in the ordinary course
        of business;

    (b) certain of the payments were pass-through payments from
        or to other vendors;

    (c) certain of the payments were payments made on secured
        liabilities to Ledcor;

    (d) certain of the payments were followed by new value given
        by Ledcor; and

    (e) in certain instances, the payments were made in a
        contemporaneous exchange for new value.

Globally, Mr. Lipkin reports, Ledcor has claimed that the 360
Group and certain of its affiliates owe Ledcor $29,000,000 of
which $17,900,000 is alleged to be owned by the Debtors.  In
Ledcor's proof of claim, Ledcor has asserted $15,900,000 of
secured claims and $2,800,000 of unsecured claims against the
Debtors and their Canadian affiliates.  In the CCAA cases,
Ledcor has not filed proofs of claim, as the deadline has not
yet expired.

To settle the claims, the parties entered into a global
settlement dated July 24, 2002 to restructure the 360 Group's
contractual and business relationships with Ledcor.

Judge Gropper approves these Terms of Settlement:

                 Rights Transfers and Claims Releases

A. Setoff and Claims Release:

    The 360 Group and Ledcor will setoff, net out, and mutually
    discharge all prepetition and postpetition claims between
    them except for claims related to ongoing contracts.  Among
    other things, this would result in Ledcor waiving $15,400,000
    of claims Ledcor asserts are owed by the 360 Group after a
    setoff and netting out of the 360 Group's claims against
    Ledcor;

B. Call-Net Settlement:

    The 360 Group will obtain a release from Call-Net
    Enterprises Inc., Sprint Canada Inc., Call-Net Technology
    Services Inc and CNCS Inc. -- Call-Net Group -- in favor of
    Ledcor related to certain agreements to which certain members
    of Ledcor and the Call-Net Group are parties.  In connection
    with the 360 Group's delivery of Call-net Release:

    -- $2,000,000 will be released to the 360 Group from an
       escrow account to be funded by Ledcor; and

    -- Ledcor will release the 360 Group from any obligation to
       provide the Call-Net Group with the IRU related to the
       West Coast Build Agreement;

C. Delivery of IRU Option:

    Upon the discharge of all liens on the various builds
    constructed pursuant to the West Coast Build Agreement, the
    360 Group will grant to Ledcor an irrevocable option to
    acquire for CDN$1 an IRU for 12 fiber strands on the various
    builds constructed pursuant to the West Coast Build
    Agreement, with Ledcor to be obligated to pay certain
    maintenance fees related to those strands to the applicable
    members of the 360 Group;

D. Non-competition Agreement:

    The Non-competition Agreement will be terminated.  Going
    forward, Ledcor will provide the 360 Group with the right to
    bid on fiber maintenance opportunities on all future route
    builds as well as the opportunity to participate in any
    future route builds on certain terms and conditions;

E. Liens:

    Ledcor will obtain from the 360 Group releases of all
    mechanics' liens, whether filed by Ledcor or its
    subcontractors, which arose from debts owed by the 360 Group
    to Ledcor or its sub-contractors.  Ledcor also will
    indemnify the 360 Group for any losses or damages suffered by
    the 360 Group if Ledcor does not obtain the discharge of
    these liens; and

F. Release from Preference Claims:

    The Debtors will release Ledcor from all preference claims,
    which theoretically could result in the Debtors waiving
    claims for up to $48,000,000, but based on Ledcor's asserted
    defenses could be as low as zero.

                     Asset Sales and Transfers

1. Assets to be Delivered:

    Ledcor will transfer to the 360 Group all of Ledcor's
    telecommunications shelters presently located at a site in
    each of Lanley and Surry, British Columbia, free and clear of
    all liens.  At the 360 Group's option, Ledcor will transfer
    to the 360 Group, free and clear of all liens, six fiber
    strands along the Calgary to Edmonton route at no cost to the
    360 Group;

2. Purchase of Toronto and Calgary Carrier Centers:

    Ledcor will purchase from the applicable members of the 360
    Group certain Toronto and Calgary properties for
    CDN$18,000,000 and remove all of the liens asserted against
    the properties.  Also in connection with any liability
    arising from environmental contamination of the Calgary
    property, Ledcor will, among other things:

    -- indemnify the 360 Group against any damage or liability
       the 360 Group may suffer in connection with the
       environmental cleanup of the Calgary property; and

    -- fund up to CDN$700,000 for remediation and cleanup of the
       properties adjacent to or neighboring the Calgary
       property; and

3. Intellectual Property Rights:

    The 360 Group will transfer to Ledcor all of the 360 Group's
    interest in certain construction related intellectual
    property and upon Ledcor's request, certain construction
    equipment utilizing the intellectual property.  Ledcor will
    transfer to the 360 Group a perpetual, non-exclusive license
    to use the intellectual property at no cost.

Mr. Lipkin tells the Court that the Settlement Agreement is
conditioned upon the occurrence of, inter alia, all of these
conditions:

    (1) the parties will have negotiated in good faith and
        entered into a definitive formal settlement agreement
        containing the terms set forth in the Term of Settlement;

    (2) consent to the settlement by the Canadian Monitor;

    (3) consent to the settlement by the Debtors' prepetition
        lenders and their release of any liens on assets to be
        transferred by the 360 Group to Ledcor pursuant to the
        settlement;

    (4) approval of the settlement by final order of the Canadian
        Court in the CCAA Cases;

    (5) approval of the settlement by final order of this Court;
        and

    (6) approval by the Canadian Court of a plan of arrangement
        in the CCAA cases and the confirmation by this Court of a
        plan of reorganization

Mr. Lipkin convinced the Court that the settlement is fair,
equitable and in the best interest of the Debtors' estates
because the Debtors' reorganization would be facilitated by
resolving the payments and other disputes with Ledcor like, lien
claims, mechanics' liens and preference claims.  The settlement
will also resolve the issues without costly and time-consuming
litigation.  In pure economic terms, the settlement would:

    (a) release the 360 Group from at least $29,300,000 of
        claims, many of which are secured;

    (b) permit the Debtors to receive $2,000,000 from an escrow
        account that has been funded by Ledcor;

    (c) release the Debtors from any obligations to Ledcor that
        the Debtors provide the Call-Net Group with certain IRUs;

    (d) discharge mechanics' lines that arose from debts alleged
        to be owed by the 360 Group to Ledcor or its sub-
        contractors;

    (e) provide the 360 Group with all of the Ledcor
        telecommunications shelters presently located at sites in
        Langley and Surrey, British Columbia, free and clear of
        all liens;

    (f) provide the 360 Group with the right to acquire six fiber
        strands Ledcor's Calgary to Edmonton route for CDN$1 and
        free and clear of all liens;

    (g) provide the 360 Group with a favorable purchase price of
        CDN$18,000,000 for the Toronto and Calgary Carrier
        Centers and avoid the need to pay a brokerage commission
        for a sale to a third party; and

    (h) resolve all claims between the parties except for claims
        related to ongoing contracts. (360 Bankruptcy News, Issue
        No. 31; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


ADELPHIA COMMS: Intends to Wind-Down Operations of 14 CLECS
-----------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
recounts that in two separate transactions that took place in
December 2000 and October 2001, the Adelphia Communications
Debtors acquired 17 Competitive Local Exchange Carrier markets
from ABIZ including markets in:

    -- Charlottesville,
    -- Richmond,
    -- Roanoke,
    -- Shenandoah Valley,
    -- Albany,
    -- Buffalo,
    -- Cleveland,
    -- Connecticut,
    -- New Hampshire,
    -- Portland,
    -- Providence,
    -- Rochester,
    -- Youngstown,
    -- Denver,
    -- Los Angeles,
    -- Orange County, and
    -- San Diego.

Pursuant to the terms of the Acquisition, ACOM purchased
substantially all of the assets associated with the Acquired
CLECs and was assigned substantially all of the executory
contracts and unexpired leases relating to these markets for
$198,300,000.

The Acquired CLECs provide business-to-business services
including:

-- local and long distance telephone service with advanced
    features including voicemail;

-- data transmission services including dedicated services
    including inter-city private lines and virtual private
    network services; and

-- internet services, including high speed connections and dial-
    up services, commercial web-hosting services and co-location
    services (e.g. servers) to commercial business customers.

In general, the CLEC industry has performed poorly.  In fact,
Mr. Abrams points out that many of the top industry comparable
companies including ICG Communications, McLeodUSA and XO
Communications have filed for Chapter 11 protection.  Like its
competitors, ACOM's CLEC business is cash flow negative and
capital intensive.  While certain of the Acquired CLECs
including Buffalo have a substantial customer base, others
including Rochester, Providence and San Diego, currently have no
customers. On a consolidated basis, the 14 CLECs had negative
free cash flow of over $81,500,000 for the last 12 months ended
March 31, 2002.

Based on the recent experience of ABIZ and other CLEC operators,
the Debtors do not believe that each of the 14 CLECs can
profitably be sold as a going concern.  The Debtors estimate
that these sales could take between 3 to 6 months.  Based on a
preliminary analysis of recent sales of distressed CLECs, the
Debtors' financial advisors have concluded that the Debtors
would be unlikely to receive consideration for the CLECs that
exceeds the businesses' "burn rate" during the sale process.
Specifically, recent sales suggest that in a going concern sale
of the 14 CLECs, the Debtors would be unlikely to fetch more
than 0.5 times the revenues of the 14 CLECs or $8,000,000.  In
contrast, based on the $2,000,000 to $3,000,000 monthly burn
rate of the 14 CLECs, the Debtors would lose $6,000,000 to
$18,000,000 during the three to six months they would undertake
to sell the 14 CLECs.

Mr. Abrams informs the Court that ABIZ underwent an operational
restructuring, rationalizing the business plan for a more
sustainable and profitable enterprise.  The restructuring effort
included closing early stage and underperforming markets and an
ongoing assessment of its corporate cost structure.  After
trying for several months unsuccessfully to sell certain of
their markets as a going concern, ABIZ decided to close 14 of
its 50 markets, which were all cash flow negative.  The markets
scheduled for sale or shutdown are comparable to the 14 CLECs
that are the subject of this Motion:

    -- Austin,
    -- Baltimore,
    -- Boston,
    -- Chicago,
    -- Cincinnati,
    -- Dallas,
    -- Detroit,
    -- Indianapolis,
    -- New York,
    -- Phoenix,
    -- San Antonio,
    -- Seattle,
    -- Tri Cities (TN), and
    -- Washington D.C.

Based on ABIZ's and other operators' experience, the Debtors
believe the chances of their selling the majority of the 14
CLECs as a going concern are remote at best.  Accordingly, the
Debtors intend to commence an orderly liquidation process of the
14 CLECs to avoid unnecessary cash drain and undue delay.

By this motion, the Debtors ask the Court to approve the wind-
down of its 14 CLECs.  The 14 CLECs are not only unprofitable
but result in a $2,000,000 to $3,000,000 cash flow loss each
month.

The Debtors propose to immediately notify their customers and
local, state and federal agencies that they intend to
discontinue service and wind-down the operations associated with
the 14 CLECs.

The Debtors estimate that the cost of winding down the 14 CLECs
could exceed $11,000,000 and include costs of:

-- $9,000,000 to operate the 14 CLECs during the 90 days the
    Debtors anticipate the wind-down process may take;

-- $1,000 to $20,000 per LSO that is uninstalled;

-- $75,000 to $125,000 per city where a central office will be
    uninstalled;

-- up to $250,000 in costs under the Severance Plan;

-- up to $500 per circuit that must be disconnected for Type 2
    lines; and

-- any fees payable to ABIZ in connection with their assistance
    in winding down the 14 CLECs.

In addition, once the Debtors notify customers that service will
be discontinued, the Debtors anticipate that collections will be
negatively impacted.  Inasmuch as the costs associated with
winding-down the 14 CLECs are unavoidable and necessary to curb
continued operating losses, the Debtors believe that using
assets of the estates to shut down the 14 CLECs are warranted,
appropriate and a sound exercise of their business judgment.
(Adelphia Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 10.500% bonds
due 2004 (ADEL04USR1) are trading between 44 and 46. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for more real-time bond pricing.


ADMIRAL CBO: S&P Hatchets Ratings on Four Classes of Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2, B-1, B-2, and C notes issued by Admiral CBO (Cayman)
Ltd., an arbitrage CBO transaction originated in August of 1999,
and removed them from CreditWatch with negative implications,
where they were placed on Aug. 19, 2002.

In addition, the rating on the class A-1 notes is affirmed. The
ratings assigned to the class B-1 and B-2 notes were previously
lowered in April 2002, while the rating assigned to the class C
notes was previously lowered in August 2001 and again in April
2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the previous rating action in April 2002. These factors
include continuing par erosion of the collateral pool securing
the rated notes and a negative migration in the overall credit
quality of the assets within the collateral pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the April 2002 rating action. According
to the Aug. 1, 2002 monthly report, the class A notes
overcollateralization ratio was at 115.66%, versus the minimum
required ratio of 127% (compared to a ratio of 122.01% at the
April 2002 rating action); the class B overcollateralization
ratio was at 97.32%, versus its required minimum ratio of 112.0%
(compared to a ratio of 102.66% at the April 2002 rating
action); and the class C overcollateralization ratio was at
91.37%, versus its required minimum ratio of 100.0% (compared to
a ratio of 96.39% at the April 2002 rating action). In addition,
the credit quality of the collateral pool has deteriorated since
the April 2002 rating action. Including defaulted assets, 24.17%
of the assets in the portfolio currently come from obligors
rated triple-'C'-plus or below, and 13.48% of the performing
assets come from obligors with ratings on CreditWatch negative.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Admiral CBO Ltd., to determine the level
of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios,
while still paying all of the rated interest and principal due
on the notes. After the results of these cash flow runs were
compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings currently assigned to the class A-2, B-1, B-2, and C
notes were no longer consistent with the amount of credit
enhancement available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings reflect the amount of
credit enhancement available.

       Ratings Lowered And Removed From Creditwatch Negative

                     Admiral CBO (Cayman) Ltd.

                      Rating
           Class    To       From             Balance (Mil. $)
           A-2      BBB+     AA/Watch Neg     47.5
           B-1      CCC-     B-/Watch Neg     14.0
           B-2      CCC-     B-/Watch Neg     25.0
           C        CC       CCC-/Watch Neg   16.0

                         Rating Affirmed

                     Admiral CBO (Cayman) Ltd.

                Class   Rating    Balance (Mil. $)
                A-1     AAA       153.407


AIMGLOBAL: Giga-Tron Wants Receiving Order against Aimtronics
-------------------------------------------------------------
AimGlobal Technologies Company, Inc., (TSE/Amex: AGT) announced
that Giga-Tron Associates Limited has filed a Petition for
Receiving Order in the Ontario Superior Court against its
subsidiary, Aimtronics Corporation. Giga-Tron is a trade
creditor of Aimtronics that has not joined in the recently
announced creditor compromise agreement. Giga-Tron's claim seeks
C$413,330 from Aimtronics.

As previously reported, AGT has reached agreements with
creditors representing over C$11 million in liabilities to
compromise their claims against the company and its
subsidiaries. AGT reports that it is nearing completion of the
initial cash distribution to those creditors that have submitted
the required documentation. AGT management expects to begin
distribution to creditors of promissory notes under the
compromise agreement within the next week and complete that
phase of the creditor compromise within the next few weeks.

AGT reported that it, its Aimtronics subsidiary and Valtec
Capital Corporation, the holder of AGT's senior secured
indebtedness, intend to fully dispute the Giga-Tron action.
Aimtronics has filed a Notice of Dispute with the Ontario
Superior Court and intends to vigorously oppose the Petition.
AGT believes Giga-Tron's action is an attempt to extract a
higher amount than the other creditors have agreed to accept
which would have the effect of unreasonably circumventing
Valtec's priority rights as a senior secured creditor and
prejudice the position of the Company's other creditors and
stakeholders. The chairman of AGT's board of directors, Warren
H. Feder, said, "Given the significant progress that the company
has made in implementing its restructuring and with the support
of Valtec, we believe that the Giga-Tron Petition can be
rebutted."

AimGlobal Technologies Company, Inc., a company incorporated
under the laws of British Columbia, operates in the electronics
manufacturing services business providing contract manufacturing
for original equipment manufacturers in the medical, aerospace,
wireless, communications, industrial, military and emergency
response markets in Canada and the United States. The Company
offers a full range of services including product development
and design, material procurement and management, prototyping,
manufacturing and assembly, functional and in-circuit testing,
final system box build and distribution.


AJAX MAGNATHERMIC: Rosen & Co. to Auction-Off Assets Tomorrow
-------------------------------------------------------------
                      SECURED PARTY SALE

Rosen & Company, Inc., (Cleveland, Ohio) has been authorized by
the Secured Party to sell at PUBLIC AUCTION SALE, the right,
title and interest, if any, in and to the tangible and
intangible personal property assets of the following two
corporations:

     * AJAX MAGNETHERMIC CORPORATION, a Delaware corporation,
Warren, Ohio (including its divisions INDUSTRIAL ELECTRIC
HEATING, Warren, Ohio; MULTIPLE INDUCTION SERVICES, Warren,
Ohio; CONTROL TRANSFORMER, Cortland, Ohio; PARK PRECISION,
Madison, Michigan; AJAX INDUCTION SERVICE, Alabaster, Alabama &
AJAX INDUCTION SERVICES, LONGVIEW, Texas) and

     * AMERICAN INDUCTION HEATING CORPORATION, a Michigan
Corporation, Warren, Ohio.

       SALE DATE:  September 10, 2002 10 a.m. (Ohio Time)
        LOCATION:  AJAX MAGNETHERMIC CORPORATION
                   1745 OVERLAND RD., WARREN, OHIO
         OFFERED:  BULK BID ONLY

Assets to be Auctioned: All of the above two corporations'
right, title and interest, if any, in and to the following
assets that are encumbered by the security interests of the
SECURED PARTY: All machinery and other equipment (other than
titled motor vehicles); inventories; accounts receivables and
related rights and interests; instruments; certificates and
other documents; chattel paper; patents; trademarks; copyrights
and other intellectual property; contract rights; investment
property; general intangibles. The auctioned assets will include
all of their right, title and interest, if any, in and to JAPAN
AJAX MAGNETHERMIC CO. LTD., a joint venture, AJAX MAGNETHERMIC
CANADA LIMITED, an Ontario, Canada corporation and AJAX
MAGNETHERMIC EUROPE LIMITED, a limited liability company of
England and Wales; and information relating to those entities is
available from Rosen & Company, Inc., 30405 Solon Road, Unit 6,
Solon, Ohio 44139.

ASSETS AUCTIONED SHALL BE SOLD AND REMAIN SUBJECT TO SECURITY
INTERESTS, IF ANY, SENIOR IN PRIORITY TO THOSE OF THE SECURED
PARTY.

TERMS: CERTIFIED CHECK TO ROSEN & COMPANY INC., TRUST ACCOUNT IN
THE AMOUNT OF 25% of the bid, balance in full upon Acceptance of
the Secured Party.

Visit the company's Web site at http://www.rosenandcompany.com
or for a free brochure and additional information contact:
Stanley Rosen or Ken Miller, Auctioneers with Rosen & Company,
Inc.


AMES DEPARTMENT: Wants to Terminate 5 Closing Store Leases
----------------------------------------------------------
Ames Department Stores, Inc., and its debtor-subsidiaries seek
the U.S. Bankruptcy Court for the Southern District of New
York's authority to reject five unexpired nonresidential real
property leases effective as of August 23, 2002.

Having closed the locations and vacated the premises, Deryck A.
Palmer, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that the Leases no longer offer any value to the
Debtors.  Each day a Lease remains in effect, the Debtors are
required to perform all postpetition obligations, resulting in
an unnecessary depletion of the Debtors' estates.

The unexpired Leases represent retail locations where the
Debtors have ceased operations:

  Store No.   Location             Landlord
  ---------   --------             --------
      65      Syracuse, NY         Shop City Real Estate LLC
     239      Essex, MD            County Ridge Shopping Center
     747      East Neptune, NJ     Coolidge-Neptune Equities, LLC
     773      North Brunswick, NJ  Federal Realty Investment
                                    Trust
    1158      Cambridge, OH        Glimcher Realty Trust

The Debtors have reviewed and analyzed the Leases to determine
their respective economic values in the perspective of their
operations.  Based on the results, the Debtors have determined
that there is no further benefit in retaining the Leases.
According to Mr. Palmer, the Debtors have been unsuccessful in
securing subtenants or assignees willing and able to satisfy the
full value of the Lease obligations.  It is, therefore, unlikely
that the sale of the Leases would generate value for the benefit
of the Debtors' estates.  By eliminating the ongoing
administrative payment obligations, Mr. Palmer contends that the
immediate rejection of the Leases will contribute to the
Debtors' prospects for providing recovery to all creditors.

"There is simply no business justification for the Debtors to
continue performing their obligations under the Leases in light
of the fact that the Debtors have vacated the locations governed
by the Leases," Mr. Palmer says.

The Debtors also will abandon certain properties remaining in
the leased premises.  The Debtors have determined that that
abandonment is warranted since the value of those properties is
inconsequential.

According to Mr. Palmer, the removal and storage of the Property
will only burden the Debtors.  Although the abandonment of the
Property to the affected Lessors may give rise to a general
unsecured claim under the respective Leases, the potential value
of any distributions made on account of those Claims will be far
less than the cost to remove, transport, and store those
properties. (AMES Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Seeks OK to Continue Use of Lenders' Cash Collateral
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
continue using the Cash Collateral until December 15, 2002 or
any other time that the Court deems appropriate.

The Debtors need to dip into their lenders' cash collateral to
pay expenses critical to the operation of their business and to
continue their reorganization efforts.

According to Mark J. Packel, Esq., at Blank Rome Comisky &
McCauley LLP, in Wilmington, Delaware, the Debtors have been
engaged in discussions with their Secured Creditors and the
Creditors Committee and will work to obtain these parties'
consent on the requested extension.  The Debtors propose to use
the cash collateral on the same terms and conditions as set
forth in the current Cash Collateral Order including, without
limitation, with respect to the grant of replacement liens and
adequate protection.

Should the Court disapprove the continued use of the Cash
Collateral, Mr. Packel fears that the Debtors' reorganization
efforts would be seriously undermined.  It would spell disaster
to the Debtors' creditors, equity holders and employees.  The
Debtors fund their working capital needs through cash generated
from their business operations.  Except for certain contingent
letters of credit, the Debtors do not rely on any credit
facility to meet their regular working capital needs.

The Cash Collateral will be used to:

-- fund the payment of all operating expenses of the Debtors,
    including postpetition costs relating to, among others, the
    maintenance of the various vehicles used by the Debtors and
    the payment of rent, taxes, utilities, salaries and wages,
    employee benefits and necessary capital expenditures;

-- pay certain obligations set forth in the various motions
    filed with this Court during the pendency of these Chapter 11
    cases;

-- finance and purchase the automobiles that are rented by the
    Debtors;

-- provide, in the ordinary course of business, liquidity to
    certain of the Debtors' non-debtor foreign subsidiaries on an
    "as-needed" basis to cover working capital shortfalls at
    certain times of the year; and

-- fund other administrative expenses incurred by the Debtors
    during the pendency of their Chapter 11 cases, including,
    without limitation:

    (a) professional fees and expenses allowed by the Court,

    (b) reimbursement of allowed expenses incurred by the members
        of any official committee appointed by the Office of the
        United States Trustee in the Debtors' cases,

    (c) fees payable under Section 1930 of the Judiciary
        Procedures Code and related costs, and

    (d) other charges incurred in administering the Debtors'
        Chapter 11 cases.

Mr. Packel points out that the Debtors' use of Cash Collateral
has been instrumental to the implementation of the Debtors'
business plan that will result in the Debtors' streamlining of
their businesses and successful emergence from Chapter 11 as a
viable company, to the benefit of the Debtors, their estates and
their creditors. (ANC Rental Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLE CAPITOL: Court Moves Final Sale Hearing Date to October 8
---------------------------------------------------------------
Applebee's International, Inc., (Nasdaq:APPB) announced that on
September 4, 2002, the United States Bankruptcy Court for the
Southern District of Florida, which is handling the Apple
Capitol Group, LLC voluntary Chapter 11 proceeding, extended the
date for the final sale approval hearing from September 13th to
October 8th. Applebee's International has previously announced
the potential acquisition of these 21 franchise restaurants
located in the Washington, D.C. area from Apple Capitol, an
existing franchisee. The company continues to expect to close
under its negotiated purchase agreement to acquire the 21
restaurants in the fourth quarter of 2002, subject to normal
bankruptcy court bidding procedures, obtaining operating
licenses and other third-party consents.

Applebee's International, Inc., headquartered in Overland Park,
Kan., develops, franchises and operates restaurants under the
Applebee's Neighborhood Grill and Bar brand, the largest casual
dining concept in the world. There are currently 1,450
Applebee's restaurants operating system-wide in 49 states and
seven international countries. Additional information on
Applebee's International can be found at the company's Web site
http://www.applebees.com


BRITISH ENERGY: Wooing UK Government's Aid for Restructuring
------------------------------------------------------------
British Energy announces that it has initiated discussions with
the UK Government with a view to seeking immediate financial
support and to enable a longer term restructuring to take place.

The Government has informed BE that it is willing to enter into
such discussions in which considerations of safety and security
of supply will be paramount. The Board has reasonable grounds
for believing that these discussions will be successful but
there can be no certainty that this will preserve value for
investors. The Board anticipates that if these discussions are
not successful, the company may be unable to meet its financial
obligations as they fall due and therefore the company may have
to take appropriate insolvency proceedings. These discussions
follow commercial negotiations with BNFL. BNFL yesterday
delivered its formal proposals to BE and the terms offered by
BNFL fell short of those which BE requires.

The Board is progressing the discussions for immediate financial
support. However, the discussions over a longer term
restructuring will be complex and are unlikely to be concluded
in the near future. Any support from the Government will need to
take into account both UK and EU regulations.

BE continues to operate its power stations in the UK and in
North America to supply electricity and comply with all safety
and other regulatory requirements.

Robin Jeffrey, Executive Chairman commented "Over the past
several months we have worked hard to negotiate improved
arrangements for waste management services and to lobby
Government for a level playing field. It is now clear that there
will be no prompt resolution to these issues. Having reviewed
the longer term prospects for the business, the Board has
concluded that we had no alternative other than to seek
Government support. I will be working with my colleagues to
secure the best outcome for everyone involved."

In addition, BE confirms that it is in the preliminary stages of
exploring the possibility of a sale of its interest in Amergen
Energy Company LLC.


BEA CBO 1998-2: S&P Junks Rating on Class A-3 Notes at CCC-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class A-3 notes issued by BEA CBO 1998-2 Ltd. and co-issued by
BEA CBO 1998-2 (Delaware) Corp., to triple-'C'-minus from
single-'B'-plus and removed it from CreditWatch with negative
implications, where it was placed on May 2, 2002. In addition,
the triple-'A' ratings on the class A-1L, A-1, and A-2 notes are
affirmed based on a financial guarantee insurance policy issued
by Financial Security Assurance Inc.

The lowered rating on the class A-3 notes reflects factors that
have negatively affected the credit enhancement available to
support the notes since the ratings were last lowered in
December 2001. These factors include continuing par erosion of
the collateral pool securing the rated notes and a negative
migration in the credit quality of the performing assets within
the pool.

According to the August 2, 2002 trustee report, the class A
overcollateralization ratio is 98.05% versus the required
minimum of 115%, and versus a ratio of 105.95% at the time of
the December rating action. The ratio has been out of compliance
since December 2000. The current performing pool has an
aggregate par value of $191.5 million, compared to the effective
date required portfolio collateral amount of $300 million. In
contrast, only $34.02 million of the principal amount of the
liability has been paid down due to the special redemption since
the transaction's inception. Moreover, a total of $59.55
million, or approximately 23.71% of the total collateral pool,
is in default.

In addition, the credit quality of the collateral pool has
deteriorated since the previous rating action. The transaction
is currently failing three out of four categories in Standard &
Poor's issuer rating distribution test. According to the Aug. 2,
2002 trustee report, 30.58% of the assets in the collateral pool
come from obligors rated single-'B'-plus and higher (versus the
minimum required 35%), 43.23% of the assets in the collateral
pool come from obligors rated single-'B' and higher (versus the
minimum required 75%), and 56.44% of the assets in the
collateral pool come from obligors rated single-'B'-minus and
higher (versus the minimum required 95%). Furthermore,
approximately 5.25% of the obligors in the performing collateral
pool currently have ratings on CreditWatch with negative
implications.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A-3 notes, given the current quality of the collateral
pool, was not consistent with its prior rating. Consequently,
Standard & Poor's has lowered its rating on these notes to the
new level. Standard & Poor's will continue to monitor its
ratings on the class A-1L, A-1, A-2, and A-3 notes.

     RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

         BEA CBO 1998-2 Ltd./BEA CBO 1998-2 Corp.

                    Rating
      Class    To        From          Current Balance(Mil. $)
      A-3      CCC-      B+/Watch Neg  20

                     RATINGS AFFIRMED

         BEA CBO 1998-2 Ltd./BEA CBO 1998-2 Corp.

      Class      Rating     Current Balance (Mil. $)
      A-1L       AAA        20.97
      A-1        AAA        71
      A-2        AAA        100


BETHLEHEM STEEL: Nat'l Union Seeks Stay Relief to Pursue Action
---------------------------------------------------------------
On February 20, 2001, a fire occurred at a steel warehouse in
Davenport, Iowa.  The steel warehouse was owned and operated by
Alternative Distribution Systems Inc. and its wholly owned
subsidiary.  The warehouse is covered by a $1,000,000 property
insurance policy through The National Union Fire Insurance
Company of Pittsburgh, Pennsylvania.

At the time of the fire, the warehouse stored property belonging
to several major steel companies, including Bethlehem Steel
Corporation.

In order to determine National Union's liability on the policy,
Alan Effron, Esq., at Pelosi Wolf Effron & Spates LLP, in New
York, relates that Alternative Distribution Systems and National
Union filed separate declaratory judgment actions before the
Chancery Division of the Circuit Court of Cook County in
Illinois.  The Court Actions were later consolidated.

Pursuant to the Consolidated Action, the Illinois Court ruled
that the National Union policy covered the property losses of
Alternative Distribution Systems as well as the property losses
of Bethlehem Steel and other companies.  Against this backdrop,
National Union asks the Court to lift the automatic stay to
permit the Consolidated Action to proceed in Illinois State
Court.  National Union wants the Illinois Court to identify the
specific customers that are entitled to recover under the
National Union policy, and how the $1,000,000 policy limit
should be divided.

Mr. Effron contends that it is advantageous for Bethlehem Steel
to allow the action to proceed, so that it may be considered
among the parties entitled to coverage under the policy.
Moreover, the sooner this determination is made by the Illinois
Court, the sooner payment can be made to Bethlehem and the other
insured parties.  To date, Mr. Effron reports, Bethlehem Steel's
interests in this matter have been adequately represented by
Alternative Distribution Systems, and there is no reason to
believe that this would not continue.

If, on the other hand, the automatic stay is not modified, Mr.
Effron says, Bethlehem Steel and the other insured parties will
likely suffer significant delays in receiving compensation for
their property losses.  Besides that, National Union may
ultimately find itself subject to multiple and inconsistent
judgments as to its liability on the policy. (Bethlehem
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BUDGET GROUP: Taps Weber as Corporate Communications Consultant
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates seek the Court's
authority to employ and retain Weber Shandwick Worldwide as
their corporate communications consultant pursuant to Section
327(a) of the Bankruptcy Code.

According to Robert L. Aprati, the Debtors' Executive Vice
President, General Counsel and Secretary, Weber Shandwick is
particularly well suited to serve as the Debtors' corporate
communications consultant in these Chapter 11 cases.  Formed in
2001 through the merger of BSMG Worldwide and Weber Shandwick
Worldwide, Weber Shandwick specializes in addressing crisis and
corporate communications.  Weber Shandwick's professionals have
extensive experience in providing corporate communications
consulting services in reorganization and restructuring
proceedings.  Weber Shandwick enjoys an excellent reputation for
the services it has rendered on behalf of debtors, creditors and
equity holders in large and complex Chapter 11 cases, including,
Chiquita Brands International, Doskocil Manufacturing, Pillowtex
Corporation, and Winstar Communications.

Mr. Aprati relates that Weber Shandwick has provided prepetition
services to the Debtors in preparation for their Chapter 11
bankruptcy filings, including development of a comprehensive
communications strategy that was implemented on the Petition
Date, by which the Debtors made public announcements of the
commencement of these Chapter 11 cases and other communications
to all relevant audiences.  Moreover, since entering into an
agreement with the Debtors in January 2002, Weber Shandwick has
performed communications relating to the Debtors' initial
announcement to undertake a financial recapitalization
initiative in April 2002, provided continued support to the
Debtors' ongoing worldwide business operations and has prepared
constituent communications materials relating to the Debtors'
reorganization under Chapter 11.  Through these prepetition
activities, Weber Shandwick's professionals have worked closely
with the Debtors' management, internal communications and other
professionals and have become well acquainted with the Debtors'
corporate communications needs.  Accordingly, Weber Shandwick
has developed significant experience and expertise that will
assist it in providing effective and efficient services in these
Chapter 11 cases.

Mr. Aprati contends that Weber Shandwick's services are
necessary to enable the Debtors to successfully effectuate a
Chapter 11 process and maximize the value of their estates for
the Debtors' creditors and other parties-in-interest.  Many
persons and entities, including employees, unions, vendors,
suppliers, trade and other creditors, counter-parties to
executory contracts and leases, lenders, public debt holders,
equity holders, financial markets, potential investors,
governmental entities, the media and the general public will be
interested in the Debtors' bankruptcy.  The cooperative
participation of many of these persons and entities will be
necessary for the Debtors to successfully operate in Chapter 11
and manage their bankruptcy estates.  Mr. Aprati explains that
Weber Shandwick will be able to assist the Debtors in
protecting, retaining and developing the goodwill and confidence
of these constituencies.  In particular, the Debtors anticipate
that Weber Shandwick will provide the corporate communications
support required by the Debtors in connection with these Chapter
11 cases, including, without limitation:

-- providing communications services;

-- providing ongoing strategic counsel to the Debtors;

-- providing the continued development of a communications plan
    in connection with these Chapter 11 cases;

-- preparing employee, customer, supplier and collateral
    materials;

-- assisting in the production of management presentation
    materials;

-- conducting management training; and

-- providing logistics and media coverage in North America and
    Europe.

The Debtors believe that by having a corporate communications
consultant provide these services in these bankruptcy cases,
other professionals in these cases and the officers who might
otherwise handle corporate communications matters will be able
to focus better on their work to facilitate a successful Chapter
11 process.

Weber Shandwick Executive Vice President Peter Duda assures the
Court that the firm's principals and professionals:

    (a) do not have any adverse connection with the Debtors,
        their creditors, or any other party-in-interest or their
        respective attorneys and accountants or the United States
        Trustee;

    (b) do not hold or represent an interest adverse to the
        Debtors' estates; and

    (c) are "disinterested persons" as that term is defined in
        Section 101(14) of the Bankruptcy Code.

However, Weber Shandwick currently has or in the past has had
client relationship with these companies: Credit Suisse First
Boston, Bank of America, N.A., Chase Manhattan Bank, Computer
Science Corporation, Liberty Mutual, Wells Fargo Bank National
Association, Ernst & Young, King & Spalding, Perot Systems Ciro,
Sabre Travek Information Network, Galileo International, Inc.
and ICPMG.  In each of these cases, Weber Shandwick provides its
clients with marketing communications and is not engaged in any
restructuring projects.

Weber Shandwick intends to charge for its professional services
on an hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date services are rendered.  Weber
Shandwick's hourly billing rates currently range from:

       Chairman/CEO                        $400
       Vice Chairman/Partner                375
       President                            350
       Principal                            325
       Senior Managing Director/EVP         300
       Managing Director/SVP                275
       Director/VP                          225
       Group Managers                       175
       Account Supervisors                  150
       Senior Associates                    135
       Associates                           115
       Junior Associates                     90
       Account Coordinators                  75
       Interns                               50

Mr. Duda informs the Court that Weber Shandwick has received a
$25,000 retainer in connection with preparing for the filing of
these Chapter 11 cases and for its proposed postpetition
representation of the Debtors.  According to Mr. Duda, all
prepetition fees and expenses of Weber Shandwick have been paid.
In addition to the Retainer, within one year prior to the
Petition Date, Weber Shandwick has received $228,825.50 on
account of services rendered in contemplation of, or in
connection with, these bankruptcy cases. (Budget Group
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are trading between 18.5 and 20.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for
more real-time bond pricing.


CAMPBELL SOUP: 4th Quarter 2002 Net Sales Slide-Up 5% to $1.2BB
---------------------------------------------------------------
Campbell Soup Company (NYSE:CPB) reported diluted earnings per
share for the fourth quarter ended July 28, 2002 of $.13, even
with last year. Before the costs of the previously announced
Australian manufacturing reconfiguration, diluted earnings per
share were $.14, versus $.15 a year ago. Last year's fourth
quarter results included approximately $.03 dilutive impact from
the acquisition of several European dry soup and sauce
businesses.

For the quarter, net sales increased 5 percent to $1,223
million. The following factors drove the increase: base volume
and mix was up 4 percent, price added 1 percent, promotions
reduced sales 2 percent, currency added 2 percent. For the
quarter, wet soup shipments compared to a year ago were up 3
percent in the U.S. and 1 percent outside the U.S., resulting in
a 2 percent increase worldwide. As reported, net earnings were
$55 million, an increase of 6 percent versus $52 million a year
earlier. Excluding the impact of the Australian reconfiguration,
net earnings for the quarter were $59 million versus $62 million
a year ago. The net earnings decline resulted from planned
increases in marketing and infrastructure investments across
major businesses. Total marketing investment for the quarter was
up 17 percent before the impact of currency.

For fiscal 2002, the company reported diluted earnings per share
of $1.28. Net earnings were $525 million. Excluding costs
associated with the Australian manufacturing reconfiguration,
diluted earnings per share were $1.31, compared to $1.58 for the
prior year. The earnings decrease was directly related to
planned increases in marketing and infrastructure investment in
support of the company's multi-year Transformation Plan. Net
sales for the year increased 6 percent to $6,133 million. The
following factors drove the increase:

      --  The European acquisition contributed 4 percentage
points to this growth.

      --  Volume and mix was up 2 percent

      --  Price added 1 percent

      --  Promotions reduced sales 1 percent

      --  Currency had no impact

Worldwide wet soup shipments increased 1 percent, with soup
outside the U.S. up 2 percent and U.S. wet soup shipments up 1
percent. For the year, ready-to-serve soup shipments rose 9
percent, while condensed soup shipments declined 5 percent. In
line with previously announced plans, total marketing spending
was up 15 percent before the impact of currency and the European
acquisition, and up 20 percent including the European
acquisition. In addition, the company reported another year of
strong free cash flow of $748 million.

Douglas R. Conant, Campbell's President and Chief Executive
Officer, said, "We have made substantial progress in the first
year of our Transformation Plan. We significantly increased our
investment in marketing and infrastructure to put Campbell back
on track. These marketing investments produced solid growth in
many of our businesses, including ready-to-serve soups, 'V8'
vegetable juices, 'Prego' pasta sauces, 'Pace' Mexican sauces,
'Arnott's' biscuits and 'Pepperidge Farm' cookies and breads. We
recognize that the increased marketing efforts against our
condensed soup business had limited impact. However, it's
important to note that we are only now realizing the first of
many planned technology-driven product and package improvements
in condensed soup. Overall, we significantly advanced our
quality improvement agenda and we delivered strong productivity
gains. In sum, we promised that we would take significant steps
to build a platform to support profitable growth - and we have."

Conant continued, "As we enter the second year of our
Transformation Plan, our business is poised for growth, but not
yet at the levels to which we aspire. While we expect solid
sales growth in fiscal 2003, we will continue to invest for the
long term in brand-building, innovation, quality and
infrastructure."

For fiscal year 2003, the company expects earnings per share to
be approximately $1.35, excluding the impact of adopting new
accounting rules related to goodwill and other intangible
assets. Under these rules, amortization of these assets will
cease. The company is continuing to evaluate the impact of the
new accounting rules and expects that the adoption will result
in an increase in earnings per share of approximately $.12 to
$.13 annually. For the first quarter, given the unusual events
of the first quarter last year, notably the impact of September
11, the company expects earnings to be flat compared with last
year, excluding the impact of new accounting rules related to
goodwill and other intangible assets.

A summary of fiscal 2002 results by segment follows:

           North America Soup and Away From Home

Sales of $2,524 million were flat compared with a year ago.
Operating earnings of $624 million were down 19 percent,
reflecting increased marketing and infrastructure investments.

For the year, as previously noted, U.S. soup shipments were up 1
percent. Further details include:

      --  Ready-to-serve soup shipments increased 9 percent
behind continued excellent performance by Campbell's "Chunky"
and "Select" soups. New varieties, quality improvements and
strong advertising drove the performance of these brands.

      --  "Swanson" broth shipments were up 4 percent as the new
Pop N' Pour lids, new package sizes and product improvements
proved to be a hit with consumers.

      --  Condensed soups declined 5 percent for the year. In the
fourth quarter, the company began shipping ten improved
condensed vegetable varieties as well as two new "Goldfish"
soups.

      --  New "Soup At Hand" is now on shelf. This ready-to-serve
soup, designed for out-of-home consumption, will receive
significant marketing support in fiscal 2003.

      --  Away From Home sales were up slightly versus a year
ago, led by strong soup sales in chain accounts and traditional
foodservice outlets, which offset a decline in lower margin
bakery and frozen entree sales.

      --  Canadian sales were ahead of a year ago led by soup
shipments, in response to increased marketing investment in core
businesses. The Canadian business had a strong year on the top
line driven by all businesses in its portfolio.

                North America Sauces and Beverages

Sales were up 2 percent to $1,182 million, behind strong sales
of "Prego" Pasta Bake sauces, "Pace" Mexican sauces and "V8"
vegetable juices, partially offset by a sales decline in "V8
Splash" juice drinks. Operating profits declined 20 percent to
$236 million. The earnings decline was primarily the result of
planned marketing increases behind the "Prego" franchise, "Pace"
Mexican sauces and "V8" vegetable juices.

      --  "Prego" Pasta Bake sauces delivered growth in the
"Prego" franchise.

      --  "Pace" Mexican sauces shipments increased behind
focused marketing in the brand's core Southwest market.

      --  "V8" vegetable juice shipments were up, responding
positively to increased advertising and more effective
marketing.

                  Biscuits and Confectionery

Sales increased 4 percent to $1,507 million; before the impact
of currency, sales grew 5 percent. Sales were up in all three
businesses - Arnotts in Australia, Pepperidge Farm and Godiva
Chocolatier. Excluding the impact of the Australian
reconfiguration, earnings declined 8 percent to $195 million.
These results were driven by planned marketing and
infrastructure investments.

      --  Pepperidge Farm delivered strong sales performance
across its biscuit, bakery and frozen segments. In biscuits, the
introduction of "Goldfish" Sandwich Crackers, as well as strong
sales of "Milano" cookies and "Goldfish" crackers, were the
primary drivers of growth. Bakery sales increased primarily due
to new varieties and increased distribution of "Farmhouse" bread
and rolls. New varieties of Pepperidge Farm "Texas Toast" frozen
bread delivered strong sales results in the frozen category.

      --  At Arnotts, sales were up on the strength of snack
foods and biscuits. Value-added products in the snack foods
category, such as "Rix" Rice Chips and "Kettle" Chips helped
drive results. "Tim Tam" biscuit sales were also up
significantly in both Australia and Indonesia.

      --  Godiva Chocolatier's worldwide sales were up slightly,
as additional sales from new stores were offset by lower same
store sales in a weak North American retail environment.

                International Soup and Sauces

International Soup and Sauces sales increased 46 percent to $920
million compared to $632 million a year ago. Operating earnings
increased to $92 million compared to $51 million a year ago.
These results were driven by the European acquisition, which was
completed May 4, 2001. Sales on the base business were down 1
percent and operating earnings declined significantly. These
results were due to sales softness in the United Kingdom
business and increases in marketing and infrastructure
investments to support long-term growth. The recently acquired
European dry soup and sauces business continues to meet sales
and earnings expectations.

      --  Weakness in the UK in both soup and sauces offset gains
in soup sales in Belgium and France.

      --  In Australia, Campbell's wet soup share continued to
rise, as new product launches under the "Country Ladle,"
"Chunky" and "Velish" brands proved successful. Campbell's "Real
Stock" broth sales were also up significantly.

                          Accounting Change

In the first quarter, the company adopted new accounting
standards related to the recognition, measurement and income
statement classification of certain consumer and trade
promotional expenses, such as coupon redemption costs,
cooperative advertising programs and in-store display
incentives. As a result, the following reclassifications were
made to the fourth quarter and fiscal 2001 financial statements:
net sales were reduced by $166 million and $893 million,
respectively; cost of products sold was reduced by $4 million
and $14 million, respectively; and selling, general and
administrative expenses were reduced by $162 million and $879
million, respectively.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
pasta sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by 24,000 employees worldwide. For
more information on the company, visit Campbell's Web site on
the Internet at http://www.campbellsoup.com

                               *   *   *

Campbell Soup's April 28, 2002 balance sheet shows a working
capital deficit of about $1.3 billion.  Campbell Soup is very
highly leveraged -- with a debt-to-equity ratio topping 70:1.
The Company owes $5.7 billion to creditors and reports $80
million of shareholder equity on its April 28, 2002 balance
sheet.  Campbell Soup has $900 million of bond debt coming due
this year and next.  The notes evidencing those obligations
trade slightly above par.  Campbell Soup common stock trades
north of $20 per share.


COLD METAL: U.S. Trustee Appoints Unsecured Creditors Committee
---------------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9 appoints nine
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the chapter 11 cases involving Cold Metal
Products, Inc., and its debtor-affiliates:

           Rouge Steel Company
           c/o Dawn Hlavaty
           3001 Miller Road, Room 2328
           Dearborn, MI 48121
           Tel: 313 317-0367
           Fax: 313 390-4538

           Ebner Furnaces, Inc.
           c/o Ralph G. Myers
           224 Quadral Drive
           Wardsworth, OH 44281
           Tel: 330 335-1730
           Fax: 330 335-1605

           WCI Steel, Inc.
           c/o Kathy Longo
           1040 Pine Avenue SE
           Warren, OH 44483
           Tel: 330 841-8306
           Fax: 330 841-8393

           ISPAT Inland Administrative Service
           c/o Frank L. Berzinis
           30 W. Monroe Street
           Chicago, IL 60603-3177
           Tel: 312 899-3432
           Fax: 312 899-3177

           National Steel Corporation
           c/o Jack Darby
           4100 Edison Lakes Parkway
           Mishawaka, IN 46545
           Tel: 574 273-7421
           Fax: 574 273-7494

           Balli Klockner, Inc.
           c/o Charles G. Makarov
           2800 West Jefferson
           Gibraltar, MI 48173
           Tel: 734 368-6104
           Fax: 734 676-9342

           Thyssen, Inc.
           c/o Gene Dixon
           400 Renaissance Center
           Suite 1700
           Detroit, MI 48243
           Tel: 313 567-5665
           Fax: 313 567-5222

           United Steelworkers of America
           c/o David R. Jury
           Five Gateway Center, Room 807
           Pittsburgh, PA 15222
           Tel: 412 562-2546
           Fax: 412 562-2429

           Dofasco USA, Inc.
           c/o Michael Kelly
           Department 119701
           PO Box 67000
           Detroit, MI 48267-1197
           Tel: 905 548-7200 x 2329
           Fax: 905 548-4265

Cold Metal Products, Inc., is an intermediate steel processor of
strip and sheet steel for precision parts manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. The Company filed for chapter 11
protection on August 16, 2002 in the U.S. Bankruptcy Court for
the Northern District of Ohio.  Joseph F. Hutchinson Jr., Esq.,
at Brouse McDowell represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $65,430,000 in assets and $96,484,000 in
debts.


CONSECO, INC.: 30-Day Grace Period Expires & Deathwatch Begins
--------------------------------------------------------------
After considering various financial options available to it,
Conseco, Inc.'s Board of Directors concluded that it should
abandon it's slow-paced Turnaround Plan and pursue a "radical
change in the company's capital structure."   To start that ball
rolling, the Board elected to exercise a 30-day grace period on
bond interest payments due August 9, 2002.

The 30-day grace period for the interest payment on Conseco's
10-3/4% notes expired yesterday or expires today.  Technically,
acceleration of the debt does not occur until 25% of all
noteholders covered by the April 24, 2002 Indenture give
instructions to the Indenture Trustee.  Neither Conseco or any
bondholder representative has publicly announced whether those
instructions have been delivered to State Street Bank and Trust
Company.

Conseco has hired:

      * Lazard Freres & Co. as its financial advisors and

      * Kirkland & Ellis as the Company's legal counsel;

and an ad-hoc noteholders' committee has retained:

     * Fried, Frank, Harris, Shriver & Jacobson as counsel and

     * Houlihan Lokey Howard & Zukin as its financial advisor;

to talk about how the radical change will be implemented in an
out-of-court restructuring or through a pre-negotiated chapter
11 proceeding.

Conseco, Inc., has stressed that the restructuring involves the
capital structure of the holding company only.  Conseco Inc.'s
three operating units: Conseco Insurance Group, Conseco Finance
Corp., and Bankers Life and Casualty Co., continue to operate as
usual.  Conseco EVP Mark Lubbers, asked for clarification about
whether these statements mean that the restructuring does or
does not include CIHC Corporation debt obligations, refuses to
comment.


THE CREDIT STORE: Court Approves Stuart Gerry as Local Counsel
--------------------------------------------------------------
The Credit Store, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the District of South Dakota to employ
the law firm of Stuart, Gerry & Schlimgen, LLC as local counsel.

The Debtor reminds the Court that it hired Neligan Stricklin,
LLP in Dallas, Texas, as its lead bankruptcy counsel.  Stuart
Gerry will assist Neligan Stricklin in administering the
company's chapter 11 case.  The Debtor believes that Stuart
Gerry's experience before the U.S. Bankruptcy Court for the
District of South Dakota in Sioux Falls and familiarity with
local rules and practices will be beneficial in reducing fees
and expenses in the case.

Stuart Gerry will provide professional services with respect to:

      a) Assisting and advising Neligan Stricklin in its
         consultations with the Debtor relative to the overall
         administration of the case;

      b) Representing the Debtor at hearings to be held before
         this Court and communicating with Neligan Stricklin
         regarding the matters heard and the issues raised as
         well as the decisions and considerations of this Court;

      c) Assisting Neligan Stricklin in preparing such
         applications, motions, memoranda, proposed orders and
         other pleadings as may be required in support of
         positions taken by the Debtor;

      d) Performing all other legal services for the Debtor as
         required to assist the Debtor in the proper
         administration of its case.

Stuart Gerry received a $15,000 retainer and will charge the
Debtor its customary $160 hourly rate for legal services.

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 OPERATING: Amends Settlement Agreement with CEI
--------------------------------------------------------
Crescent Operating, Inc., (OTCBB:COPI) announced its agreement
with Crescent Real Estate Equities Company (NYSE:CEI) regarding
two proposed changes to the Settlement Agreement dated February
14, 2002, with CEI.

First, CEI has agreed that Crescent Operating stockholders will
receive common shares of CEI having a value of at least $0.20
per share of Crescent Operating common stock if the Company's
stockholders vote in favor of the proposed prepackaged
bankruptcy plan and the plan is implemented following
confirmation by the bankruptcy court. The Settlement Agreement
previously would have permitted the value of the CEI shares to
be issued to Crescent Operating stockholders to be reduced to
zero in certain circumstances even if the stockholders had voted
in favor of the plan.

Second, CEI and Crescent Operating have agreed that if, in the
Company's prepackaged bankruptcy, Crescent agrees (at its sole
option) to assume liability for unresolved claims asserted by
third parties, the consideration paid to the Company's
shareholders may be reduced (but not below $0.20) by such amount
as may be agreed between CEI and Crescent Operating, and
approved by the bankruptcy court, to compensate CEI for assuming
the claims. If CEI and the Company are not able to agree to
CEI's assumption of any unresolved third party claims that are
an obstacle to confirmation of the Company's plan, the plan may
not be confirmed, in which case the Company's shareholders are
likely to receive no distribution.

Crescent Operating has updated its estimate of the possible
range of the value of CEI common shares to be issued to Crescent
Operating stockholders following confirmation of the Company's
bankruptcy plan. The new estimated range is based upon the
information disclosed in this press release and other data
compiled by management of Crescent Operating and CEI, and
includes higher legal and accounting expenses incurred by CEI
and Crescent Operating, and ongoing interest charges incurred by
Crescent Operating, as a result of delays, arising from a number
of causes, in the commencement of Crescent Operating's
solicitation of the vote of its stockholders. The Company
currently estimates that the value of the distribution to the
Company's stockholders (in CEI shares) upon successful
completion of its prepackaged bankruptcy transactions will be in
the range of $0.20 to $0.50 per share of Crescent Operating
common stock.


DELANEY VINEYARDS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Delaney Vineyards, Inc.
         2000 Champagne Road
         Grapevine, TX 76051

Bankruptcy Case No.: 02-46635

Type of Business:  A complete winery touted as "The Tradition of
                    France . . . The Pride of Texas."

Chapter 11 Petition Date: August 30, 2002

Court: Northern District of Texas (Fort Worth)

Judge: Barbara J. Houser

Debtor's Counsel: J. Robert Forshey, Esq.
                   Forshey & Prostok
                   777 Main Street, Suite 1285
                   Fort Worth, Texas 76102
                   817-877-8855

Estimated Assets:  Greater than $1 million
Estimated Liabilities: Greater than $1 million


DOE RUN RESOURCES: Extends Offers for Old Notes Until Sept. 20
--------------------------------------------------------------
The Doe Run Resources Corporation announced that (i) it had
reached an agreement in principle with Regiment Capital
Advisors, L.L.C., a holder of a substantial amount of its
outstanding Old Notes, concerning the modification of the terms
of its existing Exchange Offer, Cash Offer and Exchange/Loan
Offer as set forth in its Exchange Offer, Cash Offer, Consent
Solicitation and Senior Loan Participation dated June 6, 2002
and (ii) it had extended its outstanding offer for its Old Notes
until 5:00 P.M. New York City Time on Friday, September 20,
2002.

Doe Run announced that the principal terms of its revised
Exchange Offer and Consent Solicitation are as follows:

      *  The Cash Offer and Senior Loan Participation will each
be eliminated;

      *  The Exchange Offer will be amended so as to provide that
each Holder shall receive, for each $1,000 aggregate principal
amount of Old Notes successfully exchanged, (x) in the case of
Senior Notes due 2005, Series B and Floating Interest Rate
Senior Notes due 2003, Series B, $560 aggregate principal amount
of Exchange Notes or (y) in the case of Senior Secured Notes due
2005, Series B and collectively with the Senior Notes and
Floaters, "Old Notes), $660 aggregate principal amount of
Exchange Notes;

      *  Each Holder shall now receive, in addition to Exchange
Notes, a pro rata share of Warrants exercisable for an aggregate
of 40% of the outstanding common stock of Doe Run (assuming the
participation by Holders of 100% of the aggregate amount of Old
Notes outstanding), which Warrants shall be allocated to
exchanging Holders according to the percentage that the Old
Notes successfully tendered by such Holder bears to the
aggregate amount of all Old Notes outstanding;

      *  The Senior Loan will be in an aggregate amount of $15.5
million, will mature thirty months from the closing of the
transaction, will bear interest at the rate of 11-1/4% per
annum, will not require any amortization payment until maturity
and all Warrants previously associated with the Senior Loan have
been eliminated; and

      *  The minimum tender that will be required to effectuate
the revised Exchange Offer will be 95% of each of the Senior
Notes, Senior Secured Notes and Floaters outstanding.

The Exchange Notes will mature on November 1, 2008 and will bear
interest payable semiannually as follows: Through calendar year
2005, interest may be paid, at the sole option of Doe Run, at
the per annum rate of either (x) 3% in cash and 11% paid in kind
or (y) 8% paid solely in cash.  For all interest payment dates
after calendar year 2005 and until the maturity of the Exchange
Notes, interest will be payable semiannually at the rate of
11-1/4% per annum and will be payable only in cash.

The collateral securing the Senior Loan and the Exchange Notes
will be substantially similar to that set forth in the Offering
Memorandum.

Furthermore, Doe Run announced that The Renco Group, Inc., Doe
Run's parent, is maintaining its commitment to invest $20
million in cash at the closing of the transaction and to provide
an additional $15 million in credit support on terms similar to
that set forth in the Offering Memorandum.  Moreover, the
revised Exchange Offer and Consent Solicitation will maintain a
corporate governance structure for the benefit of the Warrant
holders substantially similar to that set forth in the Offering
Memorandum including the presence of an Independent Director, to
be chosen by the Warrant holders, on Doe Run's Board of
Directors.

Doe Run anticipates that the investment by Renco, the New Senior
Loan and the other changes set forth herein should result in
greatly increased liquidity as compared to the transactions
originally set forth in the Offering Memorandum.

Holders should refer to the Amended and Restated Offering
Memorandum for a more complete description of the revised
Exchange Offer and Consent Solicitation.  Doe Run expects to
distribute an Amended and Restated Offering Memorandum to
Holders within the next two weeks, at which time it will set a
new expiration time for the Exchange Offer and Consent
Solicitation.

There can be no assurance that Doe Run will be able to
consummate the revised Exchange Offer and Consent Solicitation
or any of the transactions described in the Offering Memorandum.

To the best of Doe Run's knowledge, holders of approximately 95%
of the aggregate amount of Old Notes outstanding have tendered
their Old Notes for participation in the existing Offers to
date.  Holders who desire to tender their Old Notes into the
revised Exchange Offer and Consent Solicitation must fill out
new Letters of Transmittal.  Holders with questions concerning
how to participate in the Exchange Offer and Consent
Solicitation or wishing to obtain copies of the Offering
Memorandum, additional Letters of Transmittal or any other
documents relating to the transaction should direct all
inquiries to the information agent, MacKenzie Partners, Inc., at
(212) 929-5500 or (800) 322-2885 (toll-free).  Beneficial owners
may also contact their broker, dealer, commercial bank or trust
company for assistance concerning the Exchange Offer and Consent
Solicitation.

As previously reported, Doe Run and Renco are discussing with
Doe Run's US working capital lenders and bondholders a
restructuring of the Offers.  There can be no assurance that any
such discussions will continue or that the Offers will be
consummated or that the parties will reach an agreement as to
any other possible restructuring of the Offers.


ENRON CORP: Brings-In Dovebid to Auction De Minimis Assets
----------------------------------------------------------
Enron Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of New
York's authority to employ and retain DoveBid Inc. as their
auctioneer, sales agent and asset appraiser for the de minimis
surplus assets under the terms of the DoveBid Agreement.

Services to be performed by DoveBid under the Agreement:

1. Sale and Auction Procedures:

    (a) When and as the Debtors identify Surplus Assets they seek
        to dispose by utilizing the services of DoveBid, the
        Debtors and DoveBid will negotiate and execute a mutually
        acceptable plan of sale for each proposed auction of
        Surplus Assets.  Each Plan of Sale will address, among
        other things:

          (i) the Surplus Assets to be sold;

         (ii) which Debtor entity owns the Surplus Assets;

        (iii) whether the Surplus Assets will be sold by public
              auction or privately negotiated sale; and

         (iv) if the Surplus Assets are to be sold by public
              auction, whether the auction will be promoted on
              DoveBid's website at http://www.dovebid.com/as a
              "Featured On-line Auction" or otherwise broadcast
              live over the internet as a "Webcast Auction";

    (b) In the event that Surplus Assets are sold by public
        auction, DoveBid may offer Surplus Assets for sale by the
        piece or by the lot.  Determination of sale lots for
        privately negotiated sales will be approved in writing by
        the Debtors prior to any offer for sale after notice to
        the Committee;

    (c) Each Plan of Sale will include an estimate of the
        proceeds DoveBid reasonably anticipates the respective
        sale will generate and calculate the estimated net
        recovery to the Debtors;

    (d) DoveBid will sell all Surplus Assets to the highest
        bidder.  DoveBid will not guarantee the consummation of
        any sale and is not responsible in the event a purchaser
        fails to complete a purchase.  DoveBid will not permit
        any purchaser to take possession of Surplus Assets
        without full payment and DoveBid assumes the risk of
        collection for any equipment it allows to be removed;

    (e) In the event that some Surplus Assets remain unsold at
        the conclusion of a Sale, or a purchaser fails to perform
        its obligation to pay the purchase price of an Asset,
        DoveBid will surrender the Unsold Assets to the Debtors,
        and will have no further obligations with respect to the
        Unsold Assets.  The Debtors may request that DoveBid
        arrange for the removal and temporary storage of any
        Unsold Asset; provided, however, that:

        -- DoveBid will have no obligation to arrange for the
           removal or storage; and

        -- in the event that DoveBid consents to arrange for the
           removal and storage, the Debtors will reimburse
           DoveBid for the reasonable costs and expenses incurred
           by DoveBid;

    (f) After the Debtors and DoveBid develop a Plan of Sale for
        specific Surplus Assets, the Debtors will forward a copy
        of the Plan of Sale to the parties required by the Sale
        Procedures and electronically file it on the Court's
        Docket.  If no objections are received within five
        business days, the Debtors may consummate the transaction
        with DoveBid immediately, without further order of the
        Court.  If any objection is received within the period
        that cannot be resolved, the Surplus Asset subject to the
        Plan of Sale will not be sold except upon further order
        of the Court after notice and hearing;

    (g) For those sale of assets outside the scope of the Sale
        Procedures, the Debtors will seek separate Court approval
        of these sales in accordance with the requirements of the
        Bankruptcy Code, the Bankruptcy Rules and the Local
        Bankruptcy Rules;

    (h) Any sales consummated pursuant to the DoveBid Agreement
        will be free and clear of all liens, claims,
        encumbrances and interests, with any Liens attaching to
        the sale proceeds to the same extent and priority as
        immediately prior to the sale;

    (i) DoveBid will collect from the purchasers of the Surplus
        Assets the gross proceeds, including any applicable sales
        taxes and amounts due as Buyer's Premium and deposit the
        funds into a bank depository account maintained by
        DoveBid.  All applicable sales taxes collected by DoveBid
        will be paid by DoveBid to the appropriate taxing
        authorities.  Thereafter, DoveBid will be paid from the
        Account its reimbursable expenses pursuant to each Plan
        of Sale and amounts allocable to the Buyer's Premium, and
        the Debtors will be issued a check for the balance in
        the Account, including the applicable Rebate within 30
        calendar days after the last date of the respective sale.
        The Debtors will deposit the check in accordance with
        the requirements set forth in the Sale Procedures Orders;

    (j) No later than 30 calendar days after the Auction, DoveBid
        will also issue to the applicable Debtor a settlement
        report showing, generally, a record of sales of the
        Surplus Assets, the total compensation and expense
        reimbursement paid to DoveBid and the allocation of the
        funds generated by the sales.  Each Settlement Report
        will be prepared in a manner to comply with the Federal
        Rule of Bankruptcy Procedure 6004(f)(1).  The Settlement
        Report will be filed with the Court and served upon the
        United States Trustee and Counsel for the Committee;

    (k) As compensation for its services, DoveBid will charge a
        buyer's premium equal to 13% of the sales price of each
        Asset sold for all sales.  The Buyer's Premium will be
        collected by DoveBid directly from each successful
        bidder, in addition to the purchase price as bid;

    (l) A discount from the Buyer's Premium equal to 3% of the
        sales price will apply to purchasers who pay in cash,
        cashier's check, company check or wire transfer unless
        the purchasers bid over the internet, in which case the
        discount will only be 1%;

    (m) DoveBid may also discount the Buyer's Premium by an
        additional 10% of the sales price for those Surplus
        Assets purchased by current employees of the Debtors for
        their personal use or consumption.  The Debtors or
        DoveBid will provide the Committee with notice of any
        sale of Surplus Assets to current employees;

    (n) None of the Debtors will be responsible in any way for
        payment or collection of the Buyer's Premium;

    (o) DoveBid has agreed to remit to the Debtors within 30
        calendar day after each sale a sum equal to a percentage
        of those sums collected as a Buyer's Premium as a result
        of each sale based upon the Gross Proceeds resulting from
        the sale of the Surplus Assets sold subject to the
        respective Plan of Sale as:

          (i) for sales of Surplus Assets at an Auction
              generating Gross Proceeds between $2,000,001 and
              $4,000,000, the Rebate will be equal to 10% of the
              Buyer's Premium;

         (ii) for sales of Surplus Assets at an Auction
              generating Gross Proceeds between $4,000,001 and
              $6,000,000, the Rebate will be equal to 20% of the
              Buyer's Premium; and

        (iii) for sales of Surplus Assets at an Auction
              generating Gross Proceeds in excess of $6,000,000,
              the rebate will be equal to 30% of the Buyer's
              Premium;

    (p) DoveBid will be reimbursed for its reasonable, actual,
        out-of-pocket expenses incurred in connection with the
        sale of Surplus Assets, like expenses for advertising and
        direct marketing, labor, travel and lodging and webcast
        expenses;

    (q) The aggregate sum of all sale expenses will not exceed:

        -- 3% for sales generating Gross Proceeds of $4,000,000
           or more; and

        -- $120,000 for sales generating Gross Proceeds of less
           than $4,000,000.  The Debtors will not be liable for
           expenses that exceed the Sale Allowance Cap;

    (r) In the event that, in connection with a particular sale,
        the Debtors request change to the Surplus Assets or to
        DoveBid's set-up, sale date or check-out plans and the
        changes result in additional sale expenses, the Debtors
        agree that the parties will mutually agree on an
        amendment to the Plan of Sale;

    (s) DoveBid will be solely responsible for maintaining
        adequate insurance coverage pertaining to the Surplus
        Assets and their transfer to and from, and storage at,
        the site of any sale.  If any sale is to occur at
        premises owned or leased by DoveBid, DoveBid will
        maintain adequate liability insurance for the duration of
        each sale.  DoveBid will take all proper safeguards
        against loss and injury in the conduct of any auction.
        During the term of the DoveBid Agreement, DoveBid will
        maintain minimum Commercial General Liability Insurance
        as:

        -- $1,000,000 per occurrence combined single limit; or

        -- $2,000,000 general aggregate.

        DoveBid will also carry all worker's compensation
        insurance for DoveBid employees in compliance with all
        applicable state and local laws and Employer's Liability
        Insurance of $1,000,000;

    (t) the Debtors will reimburse DoveBid for all costs
        incurred in obtaining an auctioneer bond.  DoveBid will
        include for the estimated amount of costs of the
        Auctioner's Bond for each Plan of Sale;

    (u) DoveBid will provide, in advance of any auction, a
        surety bond in favor of the United States of America for
        an amount equal to the Estimates minus expenses for each
        Plan of Sale.  The bond will be in a form acceptable to
        the United States Trustee;

    (v) All payments of compensation and reimbursement of
        expenses to DoveBid will be set forth in the Settlement
        Report and will be made without further Court approval
        but will be subject to Sections 327(a) and 330 of the
        Bankruptcy Code; and

    (w) The Debtors, the Committee, the United States Trustee and
        any other party-in-interest will retain their rights to
        object to the compensation paid to DoveBid.

2. Appraisal Services:

    DoveBid will appraise those assets that will be marketed or
    sold by the Debtors.  Procedures for appraisal under the
    Agreement are:

    (a) The Debtors may request DoveBid, through its DoveBid
        Valuation Services, Inc. subsidiary, to perform asset
        appraisals.  The Debtors and DoveBid will utilize their
        best efforts to mutually agree upon the type of appraisal
        to be provided, the timing for the delivery of the
        completed appraisal, and the applicable fee, all of which
        will be mutually agreed upon and set forth in a Plan of
        Sale; and

    (b) DoveBid will not conduct the sale of any asset it has
        appraised.  The Debtors will not request that DoveBid
        perform an appraisal of assets unless the Debtors have a
        good faith belief that the respective assets to be
        appraised will not otherwise be subject to sale by
        DoveBid. (Enron Bankruptcy News, Issue No. 42; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRN03USR1) are trading between 11.5 and 12.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for more real-time bond pricing.


EXIDE TECHNOLOGIES: Appoints Stuart Kupinsky as New Senior VP
-------------------------------------------------------------
Exide Technologies (OTCBB:EXDTQ), the global leader in stored
electrical energy solutions, announced the appointment of Stuart
H. Kupinsky as Senior Vice President, General Counsel &
Secretary.

Mr. Kupinsky replaces John Van Zile, who has elected to leave
the Company to pursue personal interests.

Mr. Kupinsky brings with him a unique combination of legal,
engineering and business skills. Prior to joining Exide, Mr.
Kupinsky most recently served as the Senior Vice President,
General Counsel & Secretary for Teligent in Vienna, Virginia,
where he was responsible for the legal and various operational
aspects of Teligent's international operations throughout its
restructuring. Mr. Kupinsky also served in the United States
Department of Justice as a trial attorney in the Antitrust
Division and as an attorney with the Federal Communications
Commission. Additionally, Mr. Kupinsky served as a law clerk for
a judge on the United States Court of Appeals for the Federal
Circuit in Washington D.C.

Mr. Kupinsky received his J.D. from George Washington University
School of Law, where he graduated with honors. He also received
his B.S. in electrical engineering from Lehigh University.

Craig H. Muhlhauser, Chairman and Chief Executive Officer, said,
"Stuart's combination of skills and background are ideal for the
type of leadership Exide needs as we continue our restructuring.
I am very pleased to have Stuart join my senior management team,
and have no doubt that he will play an integral role in the
future direction of Exide."

Mr. Kupinksy said, "I am very much looking forward to working
with Craig and the rest of the Exide team as the Company moves
through the restructuring process and beyond. This is a terrific
Company with a vast array of innovative products, and I firmly
believe Exide will emerge from its restructuring with a strong
future."

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler, with operations in
89 countries. Industrial applications include network-power
batteries for telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-
power related) and uninterruptible power supply (UPS) markets;
and motive-power batteries for a broad range of equipment uses,
including lift trucks, mining vehicles and commercial vehicles.
Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications. The Company supplies both aftermarket
and original-equipment transportation customers. Further
information about Exide Technologies, its financial results and
other information can be found at http://www.exide.com


FLOWERS FOODS: Names Jimmy Woodward as Senior Vice-Pres. & CFO
--------------------------------------------------------------
Flowers Foods (NYSE: FLO) announced the appointments of Jimmy M.
Woodward to senior vice president and chief financial officer
and Michael A. Beaty to senior vice president/supply chain.  The
appointments are a continuation of the company's restructuring
announced in late May and put into effect July 14, 2002, whereby
two former business units were split into three operating groups
with shared administrative services.

Previously, Woodward served as vice president and chief
financial officer. As senior vice president and chief financial
officer, Woodward will continue to be responsible for all
Flowers Foods finance, accounting, and administrative functions.

Prior to his appointment to senior vice president/supply chain,
Beaty served as senior vice president of bakery operations for
Flowers Bakeries.  In this newly created position, Beaty will be
responsible for the manufacturing, logistics, purchasing, and
environmental functions throughout the company.

Commenting on the appointments, George E. Deese, president and
chief operating officer of Flowers Foods said, "Our company is
fortunate to have talented individuals throughout its
organization.  Jimmy and Mike are evidence of that wealth of
talent. Both have demonstrated exceptional leadership ability in
their respective areas. I am confident they will contribute to
the company's continued success in their expanded roles."

Woodward joined Flowers in 1985 as tax manager.  He was promoted
to assistant treasurer in 1990 and elected treasurer in 1997.
In 1999, he was appointed vice president and chief
administrative officer.  He was named vice president and chief
financial officer in 2000.  Prior to joining the company,
Woodward worked with the CPA firm of Coopers and Lybrand.  He
holds a degree in accounting from Florida State University in
Tallahassee.

Beaty joined Flowers in 1971 as production supervisor.  He
served successively as production superintendent, production
manager, manufacturing manager, vice president of manufacturing,
executive vice president, and president of various Flowers
operations.  In 1987, Beaty was appointed vice president of
manufacturing for Flowers' Baked Foods Group, which later became
Flowers Bakeries.  He then was named senior vice president of
bakery operations.  Beaty holds a degree in management science
from Georgia Tech in Atlanta.

Headquartered in Thomasville, Ga., Flowers Foods is one of the
nation's leading producers and marketers of packaged bakery
foods for retail and foodservice customers.  These products are
sold under such brands as Mrs. Smith's, Nature's Own,
Cobblestone Mill, and Mrs. Freshley's.  For more information on
the company, visit http://www.flowersfoods.com

                             *    *    *

At July 31, 2002, Flower Foods' balance sheet shows that its
total current liabilities exceeded its total current assets by
about $92 million.


FRUIT OF THE LOOM: Court Okays Keen's Retention as Auctioneer
-------------------------------------------------------------
The Fruit of the Loom Liquidation Trust sought and obtained
authority from the U.S. Bankruptcy Court's authority to retain
and employ Keen Realty as its auctioneer.

As Auctioneer, Keen is expected to:

    (a) prepare the Non-Operating Real Properties to the extent
        necessary to induce buyers to submit bids;

    (b) furnish assistance that FOL Trust or its advisors may
        require to consummate the sale and transfer of the
        Non-Operating Real Properties for as high a price as
        possible;

    (c) retain the services of local brokers in each market,
        who will look solely to Keen for compensation;

    (d) supervise on-site inspections with the assistance of
        local brokers prior to the sale of any Real or
        Personal Property;

    (e) respond to and manage all pre-sale inquiries from
        prospective buyers of the Non-Operating Real
        Properties; and

    (f) additional related services as FOL Trust may request
        of the Auctioneer.

Keen will not be required to submit fee applications, but any
compensation disputes shall be submitted to this Court.  The
proposed terms of Keen's compensation provide for the payment of
premiums based on the sale of Non-Operating Real Properties --
not hourly rates. There is therefore minimal risk of duplication
of efforts and costs to the estates.  Keen will also seek
reimbursement of all reasonable, necessary, and documented out-
of-pocket costs incurred in conducting the Auctions or sale of
the Non-Operating Real Properties.  FOL Trust must approve each
expense item in excess of $500 prior to expenditure.

For time spent meeting with the Trust or its advisors in
connection with in-court and/or deposition testimony,
preparation for testimony, responding to discovery requests,
document review and preparation, and any and all related
meetings, Trust shall pay Keen on an hourly basis and reimburse
Keen for travel expenses.  Hourly fees do not apply to testimony
and court time on behalf of the Trust in support of Keen's
retention and resulting transactions.  Compensation shall be
earned at these hourly rates:

      Professional       Position         Hourly Rate
      ------------       --------         -----------
      Moe Bordwin        Chairman          $400
      Harold Bordwin     President          400
      Chris Mahoney      Vice President     300
      Craig Fox          Vice President     300
      Mike Matlat        Vice President     300
      Matt Bordwin       Vice President     300
      Susan Walkey       Associate          110
      Robert Tramantano  Associate          110
      Eric Leighton      Associate          110

The Auctions will be conducted during the fall of 2002.  In
connection with each sale of Real Property pursuant to an
Auction, Keen will charge:

    (1) a $20,000 advisory and consulting fee for the review
        of documents and development and implementation of a
        marketing strategy;

    (2) a 6% commission % of the Gross Proceeds, with the fee
        to be paid, in full, off the top, from the proceeds
        of sale or  simultaneously with the closing, sale,
        assignment or other consummation of the proposed
        transaction of any Real Property;

    (3) in connection with the sale of certain parcels of
        Real Property, in the event the successful purchaser
        shall have been represented by a buyer's broker, the
        total commission shall be increased to 9.0% of the
        Gross Proceeds; and

    (4) in the event that FOL Trust signs a binding sales
        contract for both the St. Martinville, Louisiana and
        Frankfort, Kentucky locations, either separately or
        combined, within 120 days of the Effective Date and
        closing for both properties takes place within the
        earlier of December 31, 2002 or 60 days following the
        execution of the second sales contract, Keen will earn
        a bonus equal to an additional 1% on the aggregate
        Gross Proceeds for all Non-Operating Real Estate
        Properties. (Fruit of the Loom Bankruptcy News, Issue No.
        58; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEMSTAR-TV GUIDE: S&P Cuts Corp Rating to BB over Legal Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc. to
double-'B' from double-'B'-plus.

Standard & Poor's said that all of the ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2002. Gemstar is headquartered in Pasadena,
California and had $302.7 million in debt outstanding on March
31, 2002.

"Standard & Poor's is concerned that recent legal setbacks may
diminish the fee-generating potential of Gemstar's patent
portfolio and undermine its leading position in the industry",
said Standard & Poor's credit analyst Andy Liu. "In addition,
the company's financial risk has risen with the delayed SEC
filing and officer certification and the potential delisting by
NASDAQ, which could limit access to the capital market"

Standard & Poor's said that it will review second quarter
results when they become available, and will reassess its view
of intermediate term earnings prospects. The ratings on the
company could be subject to further downgrade following any
change to revenue and cash flow guidance, erosion of company's
cash cushion, additional accounting issues, or other unexpected
legal developments.


GLOBAL CROSSING: Wants to Reject Unexpired Contract with Unisys
---------------------------------------------------------------
Unisys Corporation and Global Crossing Network Center Ltd. are
parties to a contract dated August 6, 2001, wherein Unisys
provides the Debtors with installation, management, maintenance
and other services.  Paul M. Basta, Esq., at Weil Gotshal &
Manges LLP, in New York, informs the U.S. Bankruptcy Court for
the District of New York that the Contract requires the Debtors
to achieve minimum annual volume commitments.  The Contract
provides that if the Debtors don't meet the Minimum Volumes by
the end of the first year of the Contract, which is August 6,
2002, Unisys may seek up to, but no more than, $1,500,000 in
penalties from the Debtors.

Out of an abundance of caution, the Debtors seek the U.S.
authority to reject the Contract prior to August 6, 2002, to
ensure that Unisys does not assert any postpetition claims under
the Contract.

Mr. Basta explains that the Debtors entered into the Contract
when they were still expanding their business.  However, the
downturn in the market, especially in the telecommunication
sector, has substantially slowed growth and changed the Debtors'
business needs.  As a result of this downturn, coupled with the
commencement of these Chapter 11 cases, the Debtors have
substantially reduced their operations.  This operational
reduction has caused the Debtors to reevaluate their needs in an
effort to shed nonessential costs.  In the course of this
reevaluation, and in conjunction with the Debtors' realization
that a $1,500,000 administrative cost could arise with
continuation of the Contract, the Debtors have determined that
the Contract is a cash drain on their estates and should be
rejected effective August 5, 2002.

                         Unysis Objects

Adam L. Rosen, Esq., at Rosen & Slome LLP, in New York, notes
that the Debtors asserted in vague and conclusory terms that if
the order authorizing the rejection is entered before August 6,
2002, Unisys might be prevented from asserting an administrative
claim for certain amounts that fall due on that date under the
Contract.  August 6, 2002 is the date set in the Contract for
the Debtors to pay Unisys a certain amount for "programme
services." The Reimbursement Claim was intended to cover the
costs incurred by Unisys in setting up and maintaining the
substantial infrastructure needed to meet the anticipated
obligations to the Debtors under the Contract.

Mr. Rosen believes that the Debtors' concern seems to be that
there may be a chance, albeit slim, that rejection after August
6, 2002 will render the Reimbursement Claim an administrative
expense.  It does not appear to Unisys, and the Debtors have not
provided any legal support for a contrary position, that the
consequences of rejection will be any different based on whether
the rejection occurs before or after August 6, 2002.

Notwithstanding the Debtors' allegation that they no longer need
the services under the Contract, Mr. Rosen informs the Court
that a wholly owned non-debtor subsidiary of the Debtors has
recently sent out an "Invitation to Tender" soliciting bids from
several entities, including Unisys, for the same types of
services Unisys is currently providing under the Contract.
Unisys believes that the Debtors will need to reimburse the
successful bidder for costs similar to the costs incurred by
Unisys to set up the necessary infrastructure, which costs
comprise the Reimbursement Claim.  Mr. Rosen contends that any
reimbursement under a new contract will constitute an
administrative claim.  If Unisys is correct, that much of the
Reimbursement Claim will be entitled to administrative priority,
then rejection of the Contract would appear to be detrimental to
the Debtors' estates in that it may cause the Debtors to incur
duplicate administrative claims.

Furthermore, Unisys believes that rejection of the Contract at
this time and on a rushed basis could harm the Debtors'
customers, as well as the Debtors' reputation.  Mr. Rosen points
out that Unisys is currently providing maintenance and other
services to the Debtors' customers.  The Debtors, Unisys and
other parties-in-interest should be given time to evaluate the
full consequences of rejection, particularly where the Debtors
offer no clear basis for moving so rapidly and have had nearly
eight months to deal with this matter in a more orderly fashion.
(Global Crossing Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bond due 2008 (GBLX08USR1) are trading at about 1.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for more real-time bond pricing.


GENCORP INC: Board Declares Quarterly Cash Dividends on Shares
--------------------------------------------------------------
The Board of Directors of GenCorp Inc., (NYSE: GY) declared a
quarterly cash dividend of three cents per share on the issued
and outstanding ten cents par value common stock of the Company,
payable November 29, 2002 to shareholders of record on November
1, 2002.

GenCorp is a technology-based manufacturer with leading
positions in the automotive, aerospace and defense, and
pharmaceutical fine chemicals industries. For more information
on GenCorp visit the Company's Web site at
http://www.gencorp.com

                           *    *    *

As reported in Troubled Company Reporter's July 11, 2002
edition, Standard & Poor's assigned its preliminary double-'B'
and single-'B'-plus ratings to senior unsecured and subordinated
debt securities, respectively, filed under GenCorp Inc.'s $300
million SEC Rule 415 shelf registration. The company produces
automotive sealing systems, rocket propulsion systems, and
chemical intermediates.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.

"The ratings on GenCorp reflect a below average business
profile, offset by manageable debt levels," said Standard &
Poor's credit analyst Christopher DeNicolo. The firm has
moderate internal cash-generating ability, and there is
potential for debt-financed acquisitions.


GRAY TELEVISION: S&P Rates Planned Bank Loan & Sub Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-plus
bank loan rating to TV broadcaster and newspaper company Gray
Television Inc.'s proposed $450 million senior secured bank
facility. The facility is rated the same as the corporate credit
rating (BB+/Watch Neg/--).

The proposed facility consists of a $75 million revolving credit
facility that matures on December 31, 2009, and a $375 million
term B loan maturing December 31, 2010. The facility will be
secured by first priority security interests in the company's
assets, including the equity of its subsidiaries.

Standard & Poor's said that at the same time, it has assigned
its single-'B'-minus rating to Gray's proposed $100 million add-
on to its 9.25% senior subordinated notes due 2011.

Standard & Poor's said that the new ratings were placed on
CreditWatch with negative implications along with the existing
ratings on the company. The ratings were originally placed on
CreditWatch on April 4, 2002. The CreditWatch listing reflects
concerns about the size of Gray's planned acquisition of
Stations Holdings Co. Inc., the parent company of Benedek
Broadcasting Corp., and how it may ultimately be financed.

The subordinated notes will be used to reduce Gray's bank debt
until the company completes its acquisition of Benedek. Gray
expects to close the purchase on October 1, 2002, and fund it
with $275 million in common equity and proceeds from the new
bank loan, which will also be used to repay the remaining old
bank debt of about $100 million. Gray is also acquiring the ABC
affiliate in Reno, Nevada for $41.5 million and this transaction
should close in late 2002. Atlanta, Georgia-based Gray will have
about $660 million in debt after the Benedek deal closes.

"The acquisitions will improve Gray's network-affiliation,
geographic, and cash flow diversity," according to Standard &
Poor's analyst Steve Wilkinson. He added, "The transactions will
maintain the high quality of the company's TV portfolio with the
leading news and overall audience ratings in 80% of its markets,
which generally results in a higher share of market revenues,
national spot advertising, and political spending".

Key credit ratios will improve modestly if the transaction is
funded as planned, although Gray's financial profile will remain
aggressive and the company is expected to remain acquisitive.
The CreditWatch will be resolved once the Benedek deal and
related financings are completed. Standard & Poor's expects to
affirm the ratings with a stable outlook if the transaction is
funded as planned.


HOMEGOLD FIN'L: Lending Partner Extends $200M Forward Commitment
----------------------------------------------------------------
HomeGold Financial, Inc. (OTC Bulletin Board: HGFN), has
received a forward commitment of $200 Million from one of its
current warehouse lenders.  "We are pleased to receive this
commitment from one of our long term warehouse lending
partners," says Ronnie Sheppard, CEO HomeGold.  "Further we see
this as another vote of confidence in our ability to generate
loan volume from an entity that is intimately familiar with our
operations.  Also, it ensures that the volume we generate in our
newly expanded branch distribution system will have an
immediate, secure outlet."

As reported in Troubled Company Reporter's August 28, 2002
edition, Standard & Poor's junked HomeGold's counterparty credit
rating at CCC-.


HORSEHEAD: UST Says JP Morgan Has to Cover any Burial Expenses
--------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee objects to
Horsehead Industries, Inc.'s, and its debtor-affiliates' motion
to use their Lenders' Cash Collateral.

The U.S. Bankruptcy Court for the Southern District of New York
authorized the Debtors, on an interim basis, to use the cash
collateral of JP Morgan Chase Bank, secured lender of the
Debtors and administrative agent for certain other banks and
financial institutions.

The U.S. Trustee points out to the Court that the Debtors'
Application:

      -- fails to include a carve-out for a Chapter 7 trustee
         from the liens granted to the Lenders; and

      -- attempts to circumvent the clear and unambiguous
         language of Bankruptcy Code section 726 by granting the
         Lenders administrative expense claims with priority over
         the burial expenses incurred by a Chapter 7 trustee.

Specifically, the UST explains that the Order grants the Lenders
an administrative expense claim with priority over all
administrative expenses notwithstanding the conversion of the
Debtors' cases to cases under Chapter 7.

The United States Trustee submits that any final order authoring
the use of cash collateral should include an adequate carve-out
for the payment of a Chapter 7 trustee in the event these cases
are converted to Chapter 7. Without such a carve-out, the Court
would effectively be unable to convert these cases to cases
under Chapter 7 of the Bankruptcy Code.


INSPIRE INSURANCE: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
INSpire Insurance Solutions, Inc., (OTC Pink Sheets: NSPRQ.PK)
filed with the U.S. Bankruptcy Court for the Northern District
of Texas Fort Worth Division a proposed plan of reorganization
and a proposed disclosure statement describing the Plan on
August 27, 2002.  The Plan is subject to continuing negotiations
and contemplates the sale of the Company's operating assets to
CGI Group, Inc. (NYSE: GIB; Toronto: GIB.A).  If the court
approves the plan, INSpire will then commence solicitation of
votes for approval of the Plan.  The Plan, along with all other
filings, can be obtained from the company's Web site at
http://www.nspr.com  Execution of a definitive purchase
agreement with CGI Group, Inc. is subject not only to the
Bankruptcy Court's approval of the Plan, but also the
negotiation of an agreement satisfactory to both parties and
other conditions set forth in the letter of intent.

The plan anticipates that INSpire's business operations will be
integrated within CGI, continuing to offer complete policy and
claims administration outsourcing, IT outsourcing, and software
services.  INSpire anticipates that all of its customer
contracts will be assumed by and assigned to CGI Group, Inc. and
will work with its customers to make the transaction as smooth
as possible.

If the Plan is approved, the Company's existing common stock
will be cancelled on the effective date of the Plan.  Under the
Plan, any money that the Company receives (and remaining assets,
if any) will be transferred to a trust.  The cash proceeds from
the trust will be used to satisfy claims of the Company.  If
creditors are paid in full, and after the expenses incurred in
implementing the plan are satisfied, any remaining cash will be
divided pro rata to shareholders according to shares of Company
common stock held as of the effective date.  At this time, the
Company is unable to determine whether there will be any
remaining cash to distribute to shareholders.

INSpire Insurance Solutions, Inc., offers policy and claims
administration solutions for property and casualty insurance
carriers, managing general agencies, and brokers.  As one of the
foremost providers of integrated software systems and turnkey
business process outsourcing, INSpire serves clients with needs
to enter new markets quickly, reduce expenses, increase customer
satisfaction and focus on core competencies.  Additional
information can be obtained from INSpire's Web site at
http://www.nspr.comor by calling 817-348-3999.


INTELLICORP INC: Files for Chapter 11 Reorganization in Delaware
----------------------------------------------------------------
IntelliCorp, Inc. (OTCBB:INAI.OB), a leading provider of
business process optimization solutions, announced revenues of
$11.6 million and net loss to common shareholders of $13.7
million for its fiscal year ending June 30, 2002. During the
fourth quarter of fiscal year 2002, the Company posted revenues
of $2.3 million and a net loss to common shareholders of $3.2
million.

"Like many other companies in our sector, our revenues were
severely and adversely impacted throughout this period by
reduced and delayed business spending, especially on IT
projects. Although we aggressively reduced operating expenses by
over $10 million vs. last year to position IntelliCorp to
'survive' this unusually protracted market downturn, and enjoyed
the continuing support of our key investor to meet our immediate
cash needs, our revenues continued to decline and we suffered
additional losses," said Jerry Klajbor, IntelliCorp's CFO.

"In the first quarter of this new fiscal year, we made further
reductions in our worldwide staffing levels and temporarily
furloughed additional staff members. After a thorough assessment
of current market conditions by both senior management and our
Board of Directors, it was very clear that the Company needed to
take a more drastic measure and fully reorganize. This included
the need to clearly redefine our business strategies, further
reduce expenses and secure additional long-term financing in the
Company. It was determined that this could not be done
effectively, given existing day-to-day requirements and
obligations (including excess office space and other cash
requirements), without a change in our status. Therefore, we
have decided to file a petition for Reorganization under Chapter
11 as an interim step, giving us the time and flexibility to
rebuild IntelliCorp," said Jerry Klajbor.

IntelliCorp has completed the initial phases of its strategic
initiative to redefine its market, and how best to position
IntelliCorp's solutions into that market. The Company has
reorganized its executive management team under the leadership
of Jerry Klajbor, VP of Finance and CFO, to fully capitalize on
their respective skills and background. The team will be
comprised of Jeffrey Dalton, VP of Global Services; George
D'Auteuil, VP of Global Marketing and Sales; Jerry Klajbor, VP
of Finance and CFO; and Chris Trueman, VP of Product
Development.

"As demonstrated in our Plan of Reorganization [filed Friday] in
Delaware, concurrently with an agreement for DIP (Debtor in
Possession) financing, we firmly believe we will be able to
rapidly finalize our plans for reorganization and will emerge as
a stronger and more focused IntelliCorp. Our 'Plan' includes a
further reduction of expenses of 20 to 25% going forward, $2
million in DIP financing, and over $1.5 million in exit
financing, which will strengthen the Company over both the
short-term and the long-term. This will enable us, as a strong
and stable Company, to support our customers with the high level
and quality of service that they have come to expect from
IntelliCorp," added Jerry Klajbor.

The Company also announced that Mr. Raymond Moreau has resigned
as the Company's CEO and Member of the Board of Directors in
order to pursue other business opportunities. The Board of
Directors would like to acknowledge Mr. Moreau for his
contributions to IntelliCorp over the past two years and wish
him the best in his future endeavors. Jerry Klajbor concluded,
"Finally, I want to thank all of our staff members for their
unwavering support and hard work as well as our customers for
their continued business this past year and as we press forward
into the new year ahead of us."

IntelliCorp is a leading solutions and services firm focused on
the optimization of key business processes across the entire
enterprise requiring extensive technical integration and
business process expertise. Today's challenging business climate
requires the tight integration of front-office processes with
back-office systems to reduce cost and improve operational
efficiencies, while increasing customer satisfaction and
retention. IntelliCorp has deep capability and experience with
SAP R3, MySAP.com, Siebel eBusiness Applications, and a number
of other dominant software suites and components. In addition,
IntelliCorp offers a suite of software solutions, tools, and
applications for business process management and support of the
integration and management of SAP's back office systems.
Headquartered in Mountain View, CA, the company has offices
across the United States and throughout Europe. IntelliCorp's
Web site is http://www.intellicorp.com


INTELLICORP INC: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: IntelliCorp, Inc.
              1975 El Camino Real West
              Mountain View, California 94040-2216

Bankruptcy Case No.: 02-12563

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Megaknowledge, Inc.                        02-12564

Type of Business: Intellicorp, Inc. develops, markets and
                   supports a suite of process management,
                   applications integration, customer
                   relationship management tools, training and
                   consulting to maximize ERP efficiencies and
                   data utilization.

Chapter 11 Petition Date: September 6, 2002

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Christopher S. Sontchi, Esq.
                   Ashby & Geddes
                   222 Delaware Avenue
                   17th Floor
                   Wilmington, DE 19899
                   302 654-1888
                   Fax : 302-654-2067

Total Assets: $2,864,704

Total Debts: $6,423,176

Debtor's 25 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
El Camino Office           Trade                      $229,686
  Investments

EPAM Systems, LLC          Trade                       $53,410

Henderson Elmwood          Trade                       $41,845
  Associates

Ernst & Young & Young      Trade                       $35,000

Loewenstein & Associates,  Trade                       $30,898
  Inc.

Srinivas, Ramachandra      Trade                       $26,880

KPMG Consulting, Ltd.      Trade                       $21,465

RHI Consulting - Illinois  Trade                       $18,988

Strategic Staffing         Trade                       $18,933
  Solutions

One Time Payment -         Trade                       $18,020
  Berlex Refund

Nizwer Husain              Trade                       $16,750

Crown Worldwide Moving     Trade                       $15,989

Exigen (formerly Portera)  Trade                       $13,000

American Express - BTA     Trade                       $12,905

Premiere Conferencing      Trade                       $12,511

Squire Sanders & Company   Trade                       $12,122

HR Link Group, Inc.        Trade                       $12,080

Butler Service Group Inc.  Trade                       $10,000

Techtarget                                              $8,775

Progress Pacific           Trade                        $8,605

PlaceWare                  Trade                        $7,995

Business Wire              Trade                        $7,050

Fitzpatrick's Security     Trade                        $5,790
  Systems

RHI Consulting - San       Trade                        $5,632
  Francisco

SAP America, Inc.          Trade                        $5,500


KAISER ALUMINUM: Retirees' Committee Signs-Up Jaspan as Counsel
---------------------------------------------------------------
The Official Committee of Retired Employees in the Chapter 11
cases of Kaiser Aluminum Corporation and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to retain and employ Jaspan Schlesinger
Hoffman LLP as local counsel in these Chapter 11 cases, nunc pro
tunc to June 11, 2002.

In connection with the firm's representation of the Retirees'
Committee, Jaspan will charge its standard hourly rates in
effect at the time the professional services are performed,
subject to Court approval.  Jaspan will also seek reimbursement
of actual, necessary expenses that it has incurred.

Jaspan's standard hourly rates are:

             partners & counsel    $315 - 410
             associates             170 - 315
             legal assistants       140

Frederick B. Rosner, Esq., whose hourly rate is $320, will lead
the firm's representation of the Retiree Committee. (Kaiser
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading between 17 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
more real-time bond pricing.


KMART CORP: Proposes to Modify Personal Injury Claims Protocol
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates propose to modify
the personal injury claims resolution procedures previously
approved by this Court. Specifically, the Debtors want to
require the participation of third party indemnitors and
insurance carriers during mediations and arbitrations of claims.

The Debtors want to include these portions into the Claims
Resolution Procedures:

(a) The Claims Resolution Procedure should not be construed to
     alter the rights or obligations of any Insurer of the
     Debtors.  In all instances where an Insurer:

       (i) has a right to receive notice;

      (ii) participate in the resolution of a Personal Injury
           Claim; or

     (iii) decide upon or approve the resolution of a Personal
           Injury Claim;

     that right is preserved;

(b) The Claims Resolution Procedure should not be construed to
     authorize the Debtors to act on behalf of or as an agent
     for any Insurer of the Debtors; and

(c) The Mediation/Arbitration Organization will have the
     authority, without further order of the Bankruptcy Court,
     to direct the attendance, at any Mediation or Arbitration,
     of a representative of the applicable Third Party Indemnitor
     or Insurer, if any, with authority to settle and pay any
     settlement reached or award entered.

Although the order approving the Claims Resolution Procedures
and the Procedures themselves contain significant reservation of
rights and notice requirements with respect to Insurers and
Third Party Indemnitors, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, in Chicago, Illinois, observes that
there is no corresponding requirement that the Insurers and
Third Party Indemnitors must participate in mediations or
arbitrations where necessary to assist all parties in attempting
to resolve the underlying personal injury disputes.  This is
important in the case of Judgment Claims as to which appeal
bonds have been posted and which currently are the subject of
ongoing mediations under the supervision of retired Judge Erwin
I. Katz.

Mr. Butler explains that the need for this requirement became
clear with the recent mediation of the personal injury Judgment
Claim held by Dan Rhyne and Alice Rhyne.  The Rhyne Judgment
Claim was one of the first Judgment Claims to be mediated under
the Claims Resolution Procedures.

On August 13, 2002, Judge Katz attempted to mediate the Rhyne
Judgment Claim, which involves complex legal issues and
potential damages of up to $23,000,000.  The mediation took
place with the Debtors' representative and the Rhynes' counsel.

However, the mediation of the Rhyne Judgment Claim ultimately
was unsuccessful.  Mr. Butler elaborates that the mediation was
exceptionally frustrating and disappointing to all parties
because the Insurer's counsel did not participate in the
mediation.  The Insurer's failure to appear came as a complete
surprise to the Debtors and the Rhynes.  Although the Insurer
advised the Debtors that no representative appeared because of a
scheduling mistake  -- because the Rhyne Judgment Claim
potentially triggers insurance coverage well in excess of the
Debtors' $2,000,000 self-insured retention limits -- the Insurer
clearly was a necessary party to the mediation.

"Whatever the reason for the Insurer's failure to appear, it is
clear that Insurer's must be present in person at mediations,"
Mr. Butler remarks.

Other Judgment Claims also involve a potential settlement range
in excess of the $2,000,000 self-insured amount.  Consequently,
the Debtors have determined that participation in the mediations
by Third Party Indemnitors and Insurers must be required so that
useful, effective mediations of Judgment Claims may result.

By this motion, the Debtors ask Judge Sonderby to vest authority
to Judge Katz to require the participation of relevant Third
Party Indemnitors and Insurers in mediations and arbitrations.
(Kmart Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LANTRONIX: Will Publish Q4 & FY 2002 Final Results on Thursday
--------------------------------------------------------------
Lantronix, Inc., (Nasdaq: LTRX) will report substantial losses
for the fourth quarter and fiscal year ended June 30, 2002.
Previously, the company had indicated revenues for the fourth
quarter would likely be 10-15% lower than Q3, and that fourth
quarter results could be impacted as a result of year-end asset
impairment and one-time charges.

The company stated that it now expects revenues for the quarter
to be $11.5-12.5 million. Net loss for the quarter, including
the impact of substantial impairment of intangible assets and
other one-time charges, is currently expected to be in the range
of $60-75 million. The loss is subject to further accounting
review and revisions, and completion of the company's annual
audit.

Lantronix expects to announce its final results the morning of
September 12, and plans to host an analyst and investor
conference call that same day at 9:00 AM Eastern Time/6:00 AM
Pacific Time to review the company's financial results and
business outlook.

The call is open to all interested investors through a live
audio webcast via CCBN and the company's Web site
http://www.lantronix.com

Lantronix, Inc., (Nasdaq: LTRX) is a provider of hardware and
software solutions ranging from systems that allow users to
remotely manage network infrastructure equipment to technologies
that network-enable devices and appliances. Lantronix was
established in 1989, and its worldwide headquarters are in
Irvine, Calif. For more information, visit the company on the
Internet at http://www.lantronix.com

                          *    *    *

As reported in Troubled Company Reporter's June 3, 2002,
edition, Lantronix received notification from Nasdaq on May 23,
2002 that it does not meet the filing requirements for continued
listing on the Nasdaq National Market and is therefore subject
to delisting.  Lantronix has requested a hearing before a Nasdaq
listing qualifications panel to review the Staff Determination.
There can be no assurance the Panel will grant the company's
request for continued listing.  The notice from NASDAQ was sent
as a result of the company's current non-compliance with
Marketplace Rule 4310(C)(14), which requires timely filing of
the company's quarterly report on Form 10-Q.  The company
intends to file its quarterly report promptly upon the
completion of the internal review.


LA QUINTA: S&P Changes Ratings Outlook to Stable from Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on La
Quinta Corp. to stable from negative. The action followed the
lodging company's improved credit measures resulting from its
successful asset-sale program and use of proceeds towards debt
reduction. At the same time, Standard & Poor's affirmed its 'BB-
' corporate credit rating and other ratings on the Dallas,
Texas, company.

Debt outstanding totaled $812 million at June 30, 2002, down
from $1 billion at the end of 2001. As of June, the company had
reduced the size of its health-care assets to $51 million (net
of impairments) and had used all proceeds to reduce debt.

Total debt to EBITDA leverage (excluding nonrecurring items) is
expected to end 2002 in the mid-to-high 3 times area as the
company makes further progress on its asset-sale program.

"The stable outlook reflects credit measures that are in line
with La Quinta's current rating and expectations that management
will continue to manage its balance sheet prudently throughout
the challenging lodging environment," said Standard & Poor's
credit analyst Stella Kapur.

La Quinta's portfolio consists of 289 owned hotels and 50
franchised hotels operating in the mid-price, limited-service
segment. The La Quinta brand is primarily positioned in the
Southern and Western areas of the U.S., with its largest
concentrations in Texas (32% of rooms) and Florida (12%).


LODGIAN: Asks Court to Fix October 22 as Admin. Claims Bar Date
---------------------------------------------------------------
Deborah J. Piazza, Esq., at Cadwalader Wickersham & Taft, in New
York, tells the Court that the circumstances in these cases
justify the setting of the Administrative Expense Bar Date with
respect to the filing of Administrative Expense Claims at this
time.  It is anticipated that the Plan will be accepted by the
requisite majorities of creditors and any applicable equity
interest holders entitled to vote and that the Confirmation
Hearing will take place in accordance with the proposed
schedule.

In order to achieve confirmation and consummation of the Plan
most efficiently, it is essential that Lodgian, Inc., and its
debtor-affiliates be able to ascertain the amount of
Administrative Expense Claims in a timely fashion prior to
consummation of the Plan.

The Debtors ask the Court to fix October 22, 2002 at 4:00 p.m.
Pacific Time as the "Administrative Expense Bar Date, by which
time all parties who allegedly hold Administrative Expense
Claims must file requests for payment of these expenses
in these Chapter 11 cases or be forever barred from asserting
these claims.  Ms. Piazza explains that the Administrative
Expense Bar Date will apply to all postpetition claims which
arose during the period on and after the Petition Date and
through and including the Administrative Expense Bar Date,
including any claims relating to services provided by, the
Debtors during this period.  The Debtors contend that this date
will give creditors sufficient time to prepare and file requests
for payment of Administrative Expense Claims.

Pursuant to the Disclosure Statement Approval Order, any person
or entity asserting an Administrative Expense Claim against the
Debtors that arose during the period on and after the Petition
Date and through and including the Administrative Expense Bar
Date must file, on or before the Administrative Expense Bar
Date, an Administrative Expense Claim so as to be actually
received at the appropriate destination not later than 4:00 p.m.
Pacific Time on or before the Administrative Expense Bar Date,
by mailing the original to Poorman-Douglas, the Debtors' Vote
Tabulation Agent, at:

      -- Lodgian, Inc., et al.
         c/o Poorman-Douglas Corporation
         P.O. Box 4230, Portland, Oregon 97208-4230

         with a copy to:

      -- Cadwalader, Wickersham & Taft,
         100 Maiden Lane, New York, New York 10038
         (Attn: Adam C. Rogoff, Esq.) and

      -- Debevoise & Plimpton,
         919 Third Avenue, New York, New York 10022
         (Attn: George E.B. Maguire, Esq.).

An Administrative Expense Claim will be deemed timely filed only
when actually received on or before the Administrative Expense
Bar Date.

These persons or entities are not required to file an
Administrative Expense Claim by the Administrative Expense Bar
Date:

-- any person or entity which has already filed an
    Administrative Expense Claim against the Debtors;

-- holders of Administrative Expense Claims previously allowed
    by order(s) of this Court;

-- any professionals retained in these Chapter 11 cases by the
    Debtors or the Committee, for professional fees and
    reimbursement of expenses, and any of the current officers
    and directors of each of the Debtors;

-- holders of administrative expense claims which arise and are
    due and payable solely in the ordinary course of the Debtors'
    business operations; provide however, that any holder of an
    "ordinary course" administrative expense claim which remains
    outstanding and unpaid by the Debtors beyond ordinary
    business terms or prior course of business dealings with the
    Debtors must file an Administrative Expense Claim on or
    before the Administrative Expense Bar Date; and

-- any claims by one Debtor against another Debtor.

Except for those creditors holding Administrative Expense
Claims, Ms. Piazza relates that the claims of all other
creditors of the Debtors will be subject to the Original Bar
Date.  In this regard, any failure of a creditor to file a
timely proof of claim pursuant to the Original Bar Date does not
entitle the creditor to file a claim pursuant to the
Administrative Expense Bar Date set forth in the Disclosure
Statement Approval Order.

The Debtors propose that any alleged holder of an Administrative
Expense Claim who is required to, but fails to, file an
Administrative Expense Claim in accordance with the Disclosure
Statement Approval Order on or before the Administrative Expense
Bar Date will be forever barred, estopped and enjoined from
asserting an Administrative Expense Claim against the Debtors.
Accordingly, the Debtors will be forever discharged from any and
all indebtedness or liability with respect to the Administrative
Expense Claim, and the holder will not be permitted to
participate in any distribution in the Debtors' Chapter 11 cases
on account of the Administrative Expense Claim or to receive any
further notice regarding the Administrative Expense Claim.
(Lodgian Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LTV CORP: Seeks Approval to Retain Nationwide as Appraisers
-----------------------------------------------------------
LTV Steel Company and its debtor-affiliates seek the Court's
authority to employ Nationwide Consulting Company Inc., as
appraisers, nunc pro tunc to July 9, 2002.

David G. Heiman, Esq., Heather Lennox, Esq., and Leah J.
Sellers, Esq., at Jones Day Reavis & Pogue, in Cleveland, and
Jeffrey B. Ellman, Esq., at Jones Day, in Columbus, tell the
Court that the Debtors have engaged Nationwide as an "ordinary
course professional" to perform appraisal services for their
businesses on an ad hoc basis.  As these cases progressed, the
Debtors asked Nationwide to perform appraisals of their
personal property in connection with their application for a
$250 million loan from National City Bank and KeyBank, N.A.
This loan was to be guaranteed in part under the Federal
Emergency Steel Guaranteed Loan Program.  The Loan Guaranty
Appraisal was required under this program.  But the loan
guaranty did not push through, forcing the Debtors to seek
authority to implement the APP.

Nationwide also performed appraisal for the Debtors in
connection with the sale of certain assets owned by non-debtor
affiliates -- the River Terminal Railway Company, Chicago Short
Line Railway Company, and the Cuyahoga Valley Railway Company --
as part of the Integrated Steel Sale.  Specifically, the need
for the Railroad Appraisal arose from the obligations of LTV
Steel and the Railroad Subsidiaries under the Allocation
Agreement dated February 26, 2002, which has now been approved.

The Debtors foresee the need for Nationwide's appraisal services
in connection with the APP and the Debtors' marketing of the
Metal Fabrication Business.  The Debtors expect that the total
cost of the nationwide Appraisals will exceed the $25,000
average monthly fee limitation per fee reporting period
established by the Ordinary Course Professionals Order.  While
the Debtors believe that Nationwide is a Service Provider -- not
a Covered Professional -- and therefore, not subject to the fee
cap, the Debtors nonetheless make this Application out of an
abundance of caution.

                      Nationwide's Services

The Debtors anticipate that Nationwide will render Future
Appraisals and in that connection will:

       (1) advise and assist the Debtors and their professionals
           in preparing machinery and equipment appraisals to
           assist them in implementing the APP and related
           asset sales;

       (2) advise and assist the Debtors and their professionals
           in their negotiation and due diligence efforts with
           other parties;

       (3) attend and participate in hearings and meeting
           on matters within the scope of Nationwide's
           retention; and

       (4) advise and assist the Debtors with respect to
           such other related matters as the Debtors or
           their professionals may request from time to time.

                      Payment of Nationwide Fees

Nationwide intends to:

       (a) charge for its professional services on an
           hourly basis in accordance with its ordinary
           and customary hourly rates in effect on the
           date services are rendered; and

       (b) seek reimbursement of actual and necessary
           out-of-pocket expenses.

Nationwide's hourly rates vary with the experience and seniority
of the individuals assigned, and may be adjusted by Nationwide
from time to time.

John J. Connolly, III, Senior Vice President of Nationwide,
assures Judge Bodoh that Nationwide will make every effort to
coordinate with the Debtors and other retained professional
firms in these cases to ensure that services provided by
Nationwide are not duplicative of those provided by other
professional firms.

Mr. Connolly reports that, in addition to the $117,925 received
by Nationwide from the Debtors prior to the Petition Date, the
Debtors have paid Nationwide a total of $220,906.20 subsequent
to the Petition Date in connection with the Federal Guaranty
Appraisal and the Railroad Appraisal, which payment exceeds the
Fee Cap.

Mr. Connolly further assures the Court that, to the best of his
and Nationwide's knowledge:

       (1) Nationwide is not and has not been employed by
           any entity other than the Debtors in matters
           related to these chapter 11 cases;

       (2) Prior to the Petition Date, Nationwide performed
           professional services for the Debtors similar to
           those described in this Application; however,
           Nationwide was fully compensated for those
           prepetition services;

       (3) From time to time, Nationwide has performed services,
           and likely will continue to provide services, to
           certain creditors of the Debtors and various other
           parties adverse to the Debtors in matters unrelated
           to these chapter 11 cases; and

       (4) Nationwide personnel may have business associations
           with certain creditors of the Debtors unrelated to
           these chapter 11 cases.  In addition, in the ordinary
           course of its business, Nationwide may engage counsel
           or other professionals in unrelated matters that now
           represent, or who may in the future represent,
           creditors or other interested parties in these cases.


In the interest of full disclosure, Mr. Connolly describes the
work performed for parties interested in these cases:

Client/Affiliate         Relationship To Debtors  Nature of Work
----------------         -----------------------  --------------
Anheuser-Busch Companies Major Affiliation of      Property Tax
                          Debtors' Officers         Consulting
                          & Directors


Coca-Cola Enterprises    Major Affiliation of      Property Tax
                          Debtors' Officers         Consulting
                          & Directors


Marathon Oil Co.         One of the Debtors'       Appraisal
                          Largest Unsecured
                          Creditors


Metlife Insurance Co.    One of the Debtors'       Property Tax
                          Largest Unsecured         Consulting
                          Creditors


Aetna Life Insurance     One of the Debtors'       Property Tax
                          Largest Unsecured         Consulting
                          Creditors


BP Amoco PLC             Significant Lessor        Appraisal
                          & Sublessors to Debtors


CIT Group                Significant Lessor        Appraisal
                          & Sublessors to Debtors


Sherwin-Williams         Significant Lessor        Property Tax
                          & Sublessors to Debtors   Consulting


BP Amoco Corp.           Lessors                   Appraisal


Cit Group/Equipment      Lessors                   Appraisal
Financing Inc.


Despite diligent efforts to identify and disclose Nationwide's
connections with parties-in-interest in these cases, because the
Debtors are a large enterprise with thousands of creditors and
other relationships, Mr. Connolly explains that Nationwide is
unable to state with certainty that every client relationship or
other connection has been disclosed.  In this regard, if
Nationwide discovers additional information that requires
disclosure, Nationwide will file a supplemental disclosure with
the Court as promptly as possible.

Mr. Connolly concludes that Nationwide neither holds nor
represents any interest adverse to the Debtors or their
respective estates in the matters for which Nationwide is to be
retained.  Nationwide is a "disinterested person" as defined by
the Bankruptcy Code. (LTV Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MIDLAND COGENERATION: Fitch Ratchets Rating of $567M Bonds to BB
----------------------------------------------------------------
Fitch Ratings lowered the rating of Midland Cogeneration Venture
LP's $567 million subordinate lease obligation bonds to 'BB'
from 'BB+'. The rating remains on Rating Watch Negative.

The rating action follows the recent downgrade of the senior
unsecured debt of Consumers Energy Co., MCV's principal
offtaker, to 'BB' from 'BB+'; Consumers remains on Rating Watch
Negative. Absent counterparty credit concerns, Fitch views the
credit quality of the MCV bonds to be of low investment grade
quality.

MCV is a nominal 1,500 MW gas-fired cogeneration facility
located in Midland, Michigan. MCV sells electrical energy to
Consumers under a long-term power purchase agreement. Revenues
under the PPA provided approximately 94% of MCV's total revenue
for the year ended December 31, 2001. The remaining revenue was
earned primarily from steam and electric sales under long-term
contracts with nearby Dow Chemical and Dow Corning facilities.
Considering the economic significance of the Consumers PPA,
MCV's credit quality is constrained by the counterparty rating
of Consumers.

On September 4, 2002, Fitch downgraded the senior unsecured debt
of CMS Energy to 'B+' from 'BB-'. The rating remains on Rating
Watch Negative due to concerns surrounding CMS' weak liquidity
position, high parent debt levels, and limited financial
flexibility. The downgrade of Consumers, a regulated utility and
subsidiary of CMS, reflects Fitch's notching criteria with
respect to parent and subsidiary ratings. The revised ratings
for CMS and Consumers reflect concerns regarding projected cash
constraints at each of the companies for the remainder of the
year. Consumers' operating cash flow is forecasted to be
negatively impacted over the next several months due to high
capital expenditure requirements for environmental compliance,
gas purchases made during the summer months and a $103 million
dividend to CMS in October. Consumers and CMS continue to be
constrained by the inability to access the capital markets due
to CMS' need to restate its 2000 and 2001 financial statements
to eliminate the effects of 'wash trades' with other energy
companies.

The credit quality of MCV is significantly enhanced by the
amount of cash reserved at the project. Due to terms of the
project financing documents, distributions to MCV partners are
severely restricted and all residual cash flow to date has been
retained at the project, with the exception of a $9.5 million
partner tax distribution made in 1991. Fitch expects a
significant portion of future residual cash flow to be retained
and for cash reserves to build and eventually exceed the amount
of outstanding debt. Going forward, withdrawal of cash reserves
may be required to supplement operating cash flow and fulfill
MCV's rental lease payments in the event of unfavorable market
conditions or regulatory actions. Fitch believes the cash
reserve should be adequate to offset reasonably foreseeable
events and, thus, provide timely payment of debt service until
the MCV bonds mature in 2009.

The MCV bonds were issued by Midland Funding Corp. II ($367
million taxable due 2005 and 2006) and Midland County Economic
Development Corp. ($200 million tax-exempt due 2009).


NATIONAL STEEL: Court Extends EPA's Bar Date to November 6, 2002
----------------------------------------------------------------
The Environmental Protection Agency and National Steel
Corporation, together with its debtor-affiliates, have been
engaged in discussions concerning potential environmental
claims. In this regard, the EPA has requested additional time to
file claims in order to continue its discussions with the
Debtors. Allowing the EPA more time will give both parties an
opportunity to attempt to reach agreements on the treatment of
environmental claims.

Consequently, the Court approved the parties' stipulation
extending the Bar Date by which the EPA and any federal natural
resources trustee must file proofs of prepetition claims to
November 6, 2002. (National Steel Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that National Steel Corp.'s 9.875% bonds due
2009 (NSTL09USR1) are trading between 38 and 42. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


ON SEMICONDUCTOR: Expects Third Quarter Revenues to be Flat
-----------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN), a leading supplier of power
management and data management products to broad end markets,
updated its third quarter 2002 guidance.

With the slowness of the current economy affecting the
semiconductor industry, ON Semiconductor now expects third
quarter revenues to be flat to slightly down. As the company
continues to execute on its higher-margin new products and cost-
savings initiatives, it expects its gross margins to expand by
an estimated 100 basis points for the current quarter.

"As we expected, the automotive market is seasonably down due to
model changeovers. The consumer market remains somewhat soft,
but we've limited the effect on our revenues by our further
penetration of the game-console arena," said Steve Hanson, ON
Semiconductor president and CEO. "The wireless market continues
to show strength and our recent product introductions are
designed to take advantage of this trend. During the
historically slow summer market, we've continued to make
progress in numerous areas, most notably in the area of power
management.

"China Certification Center for Energy Conservation Product,
China's highest authority for certifying energy conservation
products, last month recognized the company for its contribution
to the reduction of 'leaky electricity,'" Hanson said. "Leaky
electricity is a major source of wasted energy from gadgets and
appliances that continue to consume power in the standby mode
after the user has turned off these devices. Leaky electricity
accounts for energy losses that are the equivalent of 5-
gigawatts, or five power plants, last year in the United States.
We also have maintained our investment in research and
development and our new product development efforts continue as
planned," Hanson added.

ON Semiconductor continues to develop its technology in power
management and recently announced an initiative to expand its
presence in the portable and wireless markets. The company
introduced the NCP4100 series, a family of Power-Management
Application Specific Integrated Circuits, designed for next-
generation cell-phones and Personal Digital Assistants. ON
Semiconductor continues to develop other technologies and plans
to introduce a significant packaging-technology within the next
couple of weeks. The company continues to develop its
proprietary intellectual property in power MOS technology and
plans to introduce new trench products, which are critical power
management building blocks, with samples scheduled to be
delivered in the fourth quarter of 2002.

"Consistent with our desire to take a conservative approach on
revenue recognition, especially given the limited visibility
that faces the semiconductor industry resulting from the
softness in the consumer and computing markets, our policy has
been and continues to be a conservative approach. We report our
revenues with respect to distributor sales based upon the
distributors' resale of products to end users, giving us a much
clearer picture of end-user demand, and thus, more control over
our factory build schedules. Our distributor inventory at the
end of June was 15 weeks and is roughly at the same level
today," Hanson noted. "The control of this important channel of
distribution for our products is a key to our successful asset
management program, especially as distributors more actively
manage their working capital."

The company will present at the Salomon Smith Barney Technology
Industry Conference, scheduled for 9:30 a.m. Eastern time (EST)
today at the Sheraton New York Hotel in New York. Hanson will
provide an overview of the company's strategy and highlight the
company's ongoing initiatives in China. ON Semiconductor will
provide a webcast of the presentation on its Investor Relations
Web page at http://www.onsemi.comand will make the presentation
available at this site for two weeks following the event.

ON Semiconductor (Nasdaq:ONNN) offers an extensive portfolio of
power- and data-management semiconductors and standard
semiconductor components that address the design needs of
today's sophisticated electronic products, appliances and
automobiles. For more information visit ON Semiconductor's Web
site at http://www.onsemi.com

                          *     *     *

As reported in Troubled Company Reporter's July 24, 2002,
edition, ON Semiconductor's June 28, 2002 balance sheet shows a
total shareholders' equity deficit of about $596 million.


ORBITAL SCIENCES: Fitch Affirms B+ Sr. Secured Facility Rating
--------------------------------------------------------------
Fitch Ratings has removed Orbital Sciences' ratings from Rating
Watch Negative, and has affirmed the rating on ORB's senior
secured credit facility at 'B+' and the rating on ORB's
convertible subordinated notes at 'B-'. Fitch also assigns a 'B'
rating to ORB's second priority secured notes, which are issued
under Rule 144A. The Rating Outlook is Stable for all classes of
debt.

ORB's ratings were on Rating Watch Negative primarily as a
result of liquidity pressure related to the maturity of $100
million of convertible subordinated notes in October 2002. On
August 22, 2002, ORB completed the sale of $135 million of
second priority secured notes, and ORB stated it will use most
of the proceeds to retire the convertible subordinated notes.
The second priority secured note transaction relieves ORB's
liquidity pressure, which Fitch considered to be ORB's main
risk, and prompts the removal of ORB's ratings from Rating Watch
Negative.

The 'B'-rated second priority secured notes pay a 12% coupon and
are due in August 2006. The notes are secured by substantially
all of ORB's assets, but are subordinate to senior debt,
including the $35 million secured credit facility. The indenture
for the notes includes various covenants, including limits on
Orbital's ability to incur additional debt, including senior
debt. The transaction included detachable warrants for the
purchase of approximately 16.5 million ORB shares at an exercise
price of $3.86. In addition to retiring the subordinated
convertible notes, ORB will use the proceeds to prepay a $25
million term loan.

The ratings reflect ORB's strong position in missile defense
programs, improved satellite manufacturing performance, solid
backlog, and significant debt reduction over the past 18 months.
Remaining concerns are negative near-term cash flow and the weak
commercial space market, although ORB has generated several new
orders in this sector within the past year. Fitch believes that
Orbital has potentially valuable assets and technology, and
credit quality will continue to improve if the company executes
its business plan.

The Stable Outlook is based on ORB's financial performance
through the first six months of 2002, the benefits of the
company's restructuring program, and the favorable national
security spending environment.

Orbital projects negative operating cash flow of $60-$65 million
for the year, mainly from the elimination of a $50 million
vendor payable that was paid off as of June 30, and the
reduction of $20 million in deferred revenue. The company also
has one cash-negative satellite project remaining (OrbView-3),
which should be launched later this year. With cash of $57
million as of June 30 and proceeds from the credit facility,
Fitch believes that Orbital should be able to fund operations
and capital expenditures for the year. Fitch expects ORB to
generate positive cash from operations next year.


OWENS CORNING: Seeks 4th Exclusivity Extension to Jan. 31, 2003
---------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that although Owens Corning and its debtor-
affiliates have made significant progress towards reorganization
since the Petition Date, they are seeking to extend -- for the
fourth time -- their Exclusive Plan Proposal and Solicitation
Periods to give them more time to develop a Reorganization Plan.

Specifically, the Debtors ask the Court to extend their
exclusive periods to file a plan until January 31, 2003 and
solicit acceptances of that plan until March 31, 2003, without
prejudice to their right to seek additional extensions.

In determining whether cause exists to extend the Exclusive
Periods, the Courts have routinely examined, among others, these
factors:

      -- the size and complexity of the Debtors' cases,

      -- the Debtors' progress in resolving issues facing their
         estates, and

      -- whether an extension of time will harm the Debtors'
         creditors.

Mr. Pernick asserts that the circumstances in the Debtors' cases
satisfy these requirements.

                   The Debtors' Cases Are Complex

Mr. Pernick points out that by any reasonable standard, the
Debtors' cases are both exceedingly large and complex.  As of
the Petition Date, the Debtors had scheduled assets exceeding
$14,000,000,000, scheduled liabilities over $11,000,000,000 and
employed more than 16,000 employees.  Apart from their size, the
Debtors' cases are extremely complex since they involve 18
debtors and dozens of non-debtor entities, with assets and
business operations spread throughout the United States and
numerous foreign countries.  Compounding the complexity of the
Debtors' cases are the complex inter-creditor issues, involving
numerous competing creditor groups including bondholders, an
unsecured bank group, trade creditors and other parties holding
present and future asbestos claims.

The asbestos claims in these cases, Mr. Pernick continues, raise
many difficult issues for the Debtors' reorganization.  Among
other things, due to the number of asbestos claims in the
Debtors' cases -- which is expected to be hundreds of thousands
-- the Debtors face huge logistical issues with respect to the
establishment of bar dates, associated to notice issues and the
processing of filed asbestos-related claims.  The logistical
issues also arise in connection with the Debtors' non-asbestos
related claims, which are expected to reach tens of thousands.

"The valuation of the present and future asbestos claims is also
a major issue in this case that the Debtors and each major
constituency and their respective experts have been analyzing
for a number of months," Mr. Pernick adds.

            There is Progress Towards Proposing A Plan

Mr. Pernick points out that the Debtors have made significant
progress in their Chapter 11 cases, including:

A. Business Operations:  Since the Petition Date, and continuing
    throughout the Debtors' cases, the Debtors' management has
    focused on stabilizing and running the Debtors' businesses
    and responding to the many time-consuming demands that
    accompany the commencement and management of a Chapter 11
    case, including responding to inquiries from vendors, taxing
    authorities, utilities, landlords, customers, professionals,
    the Committees, the Future Representative, the Bank Group,
    and other parties-in-interest;

B. Compliance with Administrative Requirements:  The Debtors
    have continued to comply with the various administrative
    requirements imposed upon Chapter 11 debtors, including the
    timely filing of monthly operating reports;

C. Bank Standstill and Waiver Agreement:  The Debtors
    extensively negotiated and entered into a Standstill and
    Waiver Agreement, approved by the Court on or about June 19,
    2001, with respect to the adversary complaint and
    accompanying request for injunctive relief filed at the
    outset of these cases against 47 banks and their assignees
    and participants.  The Debtors continue to negotiate with the
    three banks which are not parties to this agreement in an
    effort to enter into a separate standstill and waiver
    agreement and anticipate reaching standstill and waiver
    agreements with some, if not all of those banks in the near
    future;

D. Bank Setoff Litigation:  The Debtors litigated and eventually
    settled in a manner favorable to the estates the very
    complicated issue of the Banks' claimed setoffs of funds of
    the Debtors.  This resulted in the recovery exceeding
    $18,000,000 for the estates;

E. Inter-Creditor Project:  In accordance with the Stipulation
    and Order Regarding Resolution of Inter-Creditor Issues, the
    Debtors have devoted and continue to devote substantial
    effort towards the assembly of documents and other
    information relating to certain inter-creditor issues and
    have established an information and document depository with
    respect to this data.  The participating parties continue to
    review and analyze the information and meet monthly regarding
    the project.  Monthly status reports are given to the Court.

    The Debtors have been developing proposed factual
    stipulations and proffering them to the participating parties
    for review and comment.  All parties have generally complied
    with the Court-approved deadlines for the factual
    stipulations that were previously approved by the Court,
    which means that the overall timeframe that the Debtors'
    presented to the Court last February still appears feasible.

    On November 15, 2002, the participating parties are to submit
    undisputed factual stipulations and outlines of disputed
    facts and issues to the Court.  A status conference is
    scheduled for November 25, 2002 to address the factual
    stipulations, legal issues, and determine a process for
    proceeding forward.  The process has allowed all of the key
    constituencies to educate themselves about the myriad of
    factual and legal issues relating to the Bank Guaranties and
    numerous related issues in a very efficient and comprehensive
    fashion and in a relatively short timeframe compared to what
    would have occurred if these issues were handled in a normal
    litigation framework;

F. Business Transactions:  The Debtors have sought and obtained
    Court approval under Section 363(b) of the Bankruptcy Code
    for various special business transactions;

G. Statements and Schedules:  The Debtors have amended their
    schedules of assets and liabilities, in connection with their
    filing of the motion for the establishment of a bar date for
    the filing of non-asbestos claims against the Debtors;

H. Bar Date:  April 15, 2002 was established as the bar date for
    the filing of non-asbestos claims.  The Debtors are in the
    process of reviewing, analyzing and evaluating the numerous
    claims filed.  The Debtors have sought and obtained
    omnibus orders disallowing and expunging certain claims.  The
    Debtors will continue to object to disputed claims;

I. Executory Contracts and Unexpired Leases:  The Debtors are
    engaged in an ongoing review of their remaining executory
    contracts and unexpired leases to determine whether the
    rejection or assumption and assignment of the agreements is
    in the best interests of their respective estates.  The
    Debtors have sought and obtained Court approval under Section
    365 of the Bankruptcy Code to reject various unneeded
    executory contracts and leases and also to assume, or assume
    as modified, certain executory contracts;

J. Review of Asbestos Claims:  The Debtors and the major
    constituents are performing a substantial analysis and
    valuation of the asbestos claims asserted against them.  The
    Debtors are exploring the most efficient and effective way of
    addressing these claims in a Reorganization Plan;

K. Vendor Issues:  The Debtors have identified various
    prepetition, mutual obligations with certain vendors and
    creditors and have continued to negotiate and resolve the
    setoffs;

L. Reclamation Claims:  The have Debtors filed their Initial
    Reclamation Procedures Motion, which was granted on October
    6, 2000.  As anticipated, the Debtors received a large number
    of Reclamation Claims -- 220 claims, with a total amount of
    $33,360,353.  The Debtors have devoted substantial time and
    effort in reviewing and analyzing these claims and have filed
    four motions to reconcile claims.  In certain instances, the
    Debtors are proceeding with reclamation litigation;

M. Avoidance Actions:  The Debtors have largely completed an
    extensive review and analysis of potential preference and
    fraudulent conveyance actions and have met with the
    Committees and Future Representative regarding potential
    avoidance actions and tolling agreements and the Debtors'
    proposed actions with respect to those actions.  The Debtors
    are in the process of providing the Committees and the
    Futures Representative with the requested backup information;

N. Development of a Reorganization Plan:  The Debtors have
    continued to perform an in-depth review and analysis of a
    myriad of plan issues and to outline a strategy for the
    development of a plan of reorganization.  The Debtors have
    prepared their own internal detailed drafts of a plan term
    sheet, and are in the process of preparing a draft Disclosure
    Statement.

    The Debtors have met several times since June 2002 with
    representatives of the key constituencies to discuss possible
    plan alternatives.  The Debtors have also had numerous
    meetings and discussions with the Court-appointed mediator,
    Francis McGovern, in an effort to arrive at a plan term
    sheet. The Debtors have also continued to work on most of the
    major prerequisites to the proposal and confirmation of any
    plan of reorganization.

    The Debtors informed the Court months ago of their desired
    plan timeline: a term sheet by September and the filing of a
    plan and disclosure statement by December 31, 2002.  The
    Debtors continue to work diligently towards that goal.  The
    Debtors continue to hope that the participating parties will
    over the next couple of months negotiate the terms of a
    consensual plan and that the Debtors will be in a position to
    develop a confirmable plan on the aforementioned timetable;
    and

O. Appointment of Mediator:  The Debtors have sought and
    obtained the appointment of Francis E. McGovern as a mediator
    in these Chapter 11 cases.  The mediator has commenced
    negotiations with the Committees, Future Representative, and
    the Debtors in an effort to consensually resolve the Debtors'
    cases.

If the current deadline is not extended, Mr. Pernick fears that
the Debtors' progress will be severely disrupted.

            Extension Not Meant To Pressure Creditors

Mr. Pernick assures the Court that the requested extension is
not a negotiation tactic.  "It is merely a reflection of the
fact that an extension is required to afford a full and fair
opportunity to negotiate, propose, and seek acceptances of a
Chapter 11 Plan," Mr. Pernick explains.  The Debtors have
consistently attempted to work closely and share information
with the Committees and the Future Representative to minimize
the number of disputed matters requiring the Court's
determination and facilitate the consensual resolution of these
cases.  Face-to-face meetings are regularly scheduled with the
Committees, Future Representative, and Bank Group to address
specific case matters, including the inter-creditor project,
potential avoidance actions, and asbestos valuation issues.  The
Debtors and their professionals have no intention to discontinue
this exchange of information if requested extension is granted.

The Court will convene a hearing on September 24, 2002 to
consider the Debtors' request.  By application of Local Rule
9006-2, the Debtors' exclusive period to file a plan is
automatically extended through that date. (Owens Corning
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Owens Corning's 7.700% bonds due 2008
(OWC08USR1) are trading between 38.75 and 40. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for
real-time bond pricing.


PHOENIX GROUP: Bringing-In Kirkpatrick & Lockhart as Co-Counsel
---------------------------------------------------------------
The Phoenix Group Corporation and Americare Management, Inc.,
ask for permission from the U.S. Bankruptcy Court for the
District of Delaware to retain and employ Kirkpatrick &
Lockhart, LLP as their co-counsel in connection with their
chapter 11 cases.

Kirkpatrick & Lockhart will advise and represent the Debtors
with respect to all reorganization, litigation, securities, tax,
and general corporate law matters, as well as any other matters
that may arise in the company's chapter 11 cases. Specifically,
Kirkpatrick & Lockhart will:

      a) provide legal advice with respect to the Debtors' powers
         and duties as debtors in possession in the continued
         operation of their business and the management of their
         properties;

      b) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions
         on behalf of the Debtors, the defense of any actions
         commenced against the Debtors, negotiations concerning
         all litigation in which the Debtors are involved, and
         objections to claims filed against the Debtors' estates;

      c) prepare on behalf of the Debtors all necessary motions,
         answers, orders, reports, and other legal papers in
         connection with the administration of their estates in
         these cases;

      d) assist the Debtors in preparing for and filing one or
         more disclosure statements in accordance with Section
         1125 of the Bankruptcy Code;

      e) assist the Debtors in preparing for and filing one or
         more plans of reorganization at the earliest possible
         date;

      f) perform any and all other legal service for the Debtors
         in connection with the Chapter 11 cases; and

      g) perform such legal services as the Debtors may request
         with respect to any matter, including corporate  finance
         and governance, contracts, antitrust, labor, and trust.

Kirkpatrick & Lockhart will charge the Debtors for legal
services at the Firm's customary hourly rates:

           Partners                    $260 - $600
           Associates                  $145 - $325
           Legal Assistants            $ 45 - $160

The Phoenix Group Corporation is a holding company for
subsidiaries providing healthcare management and ancillary
services to the long-term care industry and business
acquisitions in the home health care industry.  The Company
filed for chapter 11 protection on August 21, 2002 in the U.S.
Bankruptcy Court for the District of Delaware Francis A. Monaco
Jr., Esq., Joseph J. Bodnar, Esq., at Walsh, Monzack & Monaco,
PA and Jeffrey N. Rich, Esq., Robert N. Michaelson, Esq., at
Kirkpatrick & Lockhart LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $18,876,457 in assets and
$16,693,089 in debts.


POLYMER GROUP: Court to Consider Reorg. Plan on Sept. 30, 2002
--------------------------------------------------------------
On August 15, 2002, a hearing was held to approve the adequacy
of the Amended Disclosure Statement prepared by Polymer Group,
Inc., and its debtor-affiliates, explaining the Company's Plan
of Reorganization.  At the conclusion of that hearing, the U.S.
Bankruptcy Court for the District of South Carolina approved the
Debtors' Disclosure Statement and authorized that document to be
circulated to the Debtors' creditors.  The Court also allowed
the Debtors to start soliciting creditors' votes to accept the
plan.

The Honorable John E. Waites also will convene a hearing to
consider confirmation of the Debtors' Joint Plan of
Reorganization on September 30, 2002 at 4:00 p.m. prevailing
Eastern Time.  The Plan may be modified, if necessary, pursuant
to 11 U.S.C. Sec. 1127 before, during and as a result of the
Confirmation Hearing.

All objections to the confirmation of the Plan must be received
by the Clerk of the Bankruptcy Court before 4:30 p.m. on
September 20, 2002, with copies served upon:

       (a) Counsel for Debtors and Debtors-in-Possession

            (i) Kirkland & Ellis
                200 E. Randolph Street
                Chicago, Illinois 60601
                Phone: 312-861-2000
                Fax: 312-861-2200
                Attn: James A. Stempel, Esq.
                      Jonathan Friedland, Esq.

           (ii) Nelson, Mullins, Riley & Scarborough, LLP
                1330 lady Street, Third Floor
                Columbia, South Carolina 29201-3332
                Phone: 803-799-2000
                Fax: 803-265-7500
                Attn: George B. Cauthen, Esq.

       (b) Counsel to the Agent for Prepetition Lenders

            (i) Milbank, Tweed, Hadley & McCloy
                One Chase Manhattan Plaza
                New York, New York 10005-1413
                Phone: 212-530-5270
                Fax: 212-530-5219
                Attn: Dennis Dunne, Esq.

           (ii) Nexsen Pruet Jacobs & Pollard, LLC
                1441 Main Street, Suite 1500
                Columbia, South Carolina 29202
                Phone: 803-253-8277
                Attn: Rick Mendoza, Jr., Esq.

       (c) Counsel to the Agent for Debtor-in-Possession Lenders
                Morgan, Lewis & Bockius LLP
                101 Park Avenue
                New York, New York 10178-0060
                Phone: 212-309-6000
                Fax: 212-309-6273
                Attn: Robert H. Scheibe, Esq.

       (d) Counsel for the United States Trustee
                Office of the United States Trustee
                1835 Assembly Street - Room 953
                Columbia, South Carolina 29201
                Phone: 803-765-5250
                Fax: 803-765-5260

       (e) Counsel for the Committee

            (i) Kasowitz, Benson, Torres & Friedman LLP
                1633 Broadway
                New York, New York 10019
                Phone: 212-506-1700
                Fax: 212-506-1800
                Attn: David Rosner, Esq.
                      Robert Novick, Esq.

           (ii) The McNair Law Firm, P.A.
                PO Box 11390 (29211)
                1301 Gervais Street
                Columbia, South Carolina 29211
                Phone: 803-799-9800
                Fax: 803-933-1447
                Attn: Michael Beal, Esq.

       (f) Counsel for GOF

            (i) Orrick, Herrington & Sutcliff LLP
                400 Capitol Mall, Suite 3000
                Sacramento, California 59814-4497
                Phone: 916-447-9200
                Fax: 916-329-4900
                Attn: Marc Levinson, Esq.

           (ii) Haynsworth Sincler Boyd P.A.
                1426 Main Street, Suite 1200
                Columbia, South Carolina 29201-2834
                Phone: 803-540-7836
                Fax: 803-765-1243
                Attn: H. Stanley McGuffin, Esq.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials. The Company filed for
Chapter 11 protection on May 11, 2002. George Cauthen, Esq., at
Nelson at Mullins Riley & Scarborough, LLP and James A. Stempel,
Esq., Jonathan P. Friedland, Esq., at Kirkland & Ellis are
helping the Debtors in its restructuring efforts.

DebtTraders reports that Polymer Group Inc.'s 9.000% bonds due
2007 (PMGP07USR1) are trading between 19 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PMGP07USR1
for real-time bond pricing.


PROVANT INC: Seeks Listing Transfer to Nasdaq SmallCap Market
-------------------------------------------------------------
Provant, Inc. (NASDAQ: POVT), a leading provider of performance
improvement training services and products, announced that The
Nasdaq Stock Market has notified Provant that as a result of
Provant's acquisition of Strategic Interactive, Inc., in October
1998 it is not in compliance with Nasdaq's shareholder approval
requirements, as set forth in Nasdaq Marketplace Rule
4350(i)(1), and that the Company's non-compliance would be
considered by the Nasdaq Listing Qualifications Panel when
deciding whether to proceed with Provant's application for its
common stock to be traded on The Nasdaq SmallCap Market.

As previously announced, the Company had received notification
from The Nasdaq Stock Market that it intended to delist the
Company's common stock from The Nasdaq National Market, due to
the Company's failure to comply with the U.S. $1.00 minimum bid
price requirement for continued listing on that market. In
response, the Company requested to have its common stock listed
on The Nasdaq SmallCap Market and its request was approved,
subject to Nasdaq's approval of the Company's application
materials that the Company has filed with Nasdaq.

As a leading provider of performance improvement training
services and products, Provant helps its clients maximize their
effectiveness and profitability by improving the performance of
their people. With over 1,500 corporate and government clients,
the Company offers blended solutions combining web-based and
instructor-led offerings that produce measurable results by
strengthening the performance and productivity of both
individual employees and organizations as a whole.

For the latest Provant news, or to request faxed or mailed
information about Provant, call the Company's toll-free
shareholder communications service at 1-877-PROVANT. This
service is available 24 hours a day, seven days a week.
Shareholder information is also available on the World Wide Web
at http://www.provant.com


QUANTUM CORP: Inks Pact to Acquire Benchmark Storage Innovations
----------------------------------------------------------------
Quantum Corp. (NYSE:DSS), a leading provider of data protection
and network storage systems, has signed a definitive agreement
to acquire Benchmark Storage Innovations, a privately held
supplier of DLTtape(TM) drives, media and autoloaders.  Quantum
also announced a definitive agreement to outsource its current
tape drive manufacturing to Jabil Circuit, a leader in
electronic manufacturing services.  With these actions, Quantum
will further strengthen its DLTtape Group business by expanding
its revenue and customer base through a broader product
portfolio and by improving the efficiency of its manufacturing
model.  In addition, today's announcements build on the momentum
Quantum's DLTtape Group has gained with the launch of the
industry-leading SDLT 320 tape drive and also will benefit
Quantum's Storage Solutions Group business and customers.

                       Benchmark Acquisition

Under the terms of the agreement with Benchmark, Quantum will
acquire all of Benchmark, including its tape drive and tape
media products which will be integrated into Quantum's DLTtape
Group.  Quantum, which already holds close to a 20 percent
interest in Benchmark, will pay Benchmark's other equity holders
a total of approximately 13.1 million shares of Quantum stock
and $11 million in cash upon closing of the transaction.  In
addition, Quantum will pay these equity holders up to
approximately 1.9 million shares of Quantum stock if the DLTtape
Group achieves certain performance milestones with the Benchmark
product lines in the first year after the completion of the
acquisition.  Quantum expects the acquisition to close within
the fourth calendar quarter of 2002 and the transaction to be
accretive within the first year after closing.

The acquisition will enable Quantum to expand its DLTtape
business by leveraging Benchmark's complementary products to
serve the data protection needs of both new and existing
customers in a part of the market beyond Quantum's current
offerings.  It combines Quantum's leadership in providing high-
performance, high-capacity tape drives with Benchmark's
expertise in delivering high-quality tape products at lower
price points for more value-oriented customers.  This expertise
has enabled Benchmark to achieve much success in a relatively
short period of time.  In just four years, the company has
gained strong customer acceptance, shipping more than 200,000
tape drives to systems OEMs and library partners such as ADIC,
Dell, HP, IBM, Overland Storage and Tandberg Data.  Benchmark
has also generated revenues of approximately $80 million over
the last 12 months, and it has achieved profitability even in
the current environment of constrained IT spending.

As a result of the acquisition, Quantum will now be able to
offer customers exceptional reliability, superior
price/performance, and investment protection across an even
broader line of tape drives -- ranging from 80 to 320 gigabytes
of capacity (compressed) -- that includes Benchmark's new
ValuSmart Tape 160.  Customers will also benefit from working
with a single supplier and from being able to focus on a single
product roadmap that leverages an installed base of nearly two
million drives with over 80 million cartridges sold.

"Through Quantum's acquisition of Benchmark, it's clear that
they are committed to providing a broad, scalable range of best-
in-class data protection solutions to customers around the
world," said Dennis Waid, president, Peripheral Research.  "I am
confident that the quality found in Benchmark's family of value-
line DLTtape-based drives and media will enhance Quantum's high-
performance tape drive solutions while providing customers with
the industry's most reliable, dependable products for
safeguarding ever-increasing volumes of business-critical data.
The acquisition is a win for Quantum and customers, alike."

Quantum will continue to manufacture Benchmark products through
Benchmark's current outsourcing partners, Mitsumi Electric and
Beyonics Technology.

                     Outsourced Manufacturing

Quantum will outsource its current tape drive manufacturing to
Jabil, which will also benefit customers.  Outsourcing to Jabil
will enable Quantum's DLTtape Group to reduce costs and more
efficiently focus its resources on developing and delivering
innovative products, while maintaining the high quality of
Quantum's tape drives.  Jabil is Quantum's largest and highest-
rated supplier of tape drive components and has an extensive
base of electronic component suppliers for inventory,
manufacturing and logistics management.

Under the terms of the outsourcing agreement, Jabil will utilize
Quantum's manufacturing facility in Penang, Malaysia, and
purchase raw materials, work-in-process production inventory and
production fixed assets from Quantum. Jabil will hire the
majority of Quantum's current employees at the facility and
continue manufacturing Quantum's tape drive products there.
From the point of view of Quantum's customers, the transition
will be seamless.

Quantum expects that it will begin to realize costs savings
resulting from the outsourcing agreement next year.  Later this
month, Quantum will announce severance and other special charges
related to the transaction that will be recorded in the current
quarter.

"Quantum takes a strategic step forward by outsourcing its
manufacturing to Jabil," said Robert Amatruda, research manager
at IDC.  "This move will allow Quantum greater operational
efficiency to meet OEM customer needs."

                Momentum in Quantum's DLTtape Business

Thursday's announcements build on the momentum in Quantum's
DLTtape business resulting from the launch of the SDLT 320.  It
is the industry's leading super drive, with 60 percent greater
capacity, higher performance and lower cost-per-gigabyte than
the nearest competitive offering.  In addition, the SDLT 320 is
the latest milestone on Quantum's Super DLTtapeT roadmap, which
extends DLTtape technology through four new generations to a
native capacity of more than one terabyte on a single cartridge.
This roadmap ensures IT departments that Quantum will remain a
strong partner in helping them protect their business-critical
information for years to come while maintaining access to data
archived on previous-generation tape media.  HP, Overland
Storage, Qualstar, StorageTek, Tandberg Data and Quantum are
currently shipping SDLT 320, and qualifications are underway at
all other major systems OEMs and library partners.

DLTtape technology is the industry's most widely adopted tape
platform and the de facto standard for mid-range tape backup and
archiving of customers' data.  DLTtape technology is sold by all
server OEMs and tape automation suppliers and used by 98 percent
of Fortune 500 companies.  In addition, within the last few
months, Sony joined Fujifilm and Maxell as a qualified
manufacturer of DLTtape IV media and Fujifilm qualified as a
manufacturer of Super DLTtape I media, further reinforcing the
essential role this technology plays in the industry.

"As a long-standing partner in helping customers meet their data
protection needs, Quantum is committed to expanding its
portfolio of tape drives and media products and to ensuring that
our underlying cost structure enables us to do so," said John
Gannon, president of Quantum's DLTtape Group. "Both the
acquisition of Benchmark and the decision to outsource
manufacturing reinforce this commitment, and we look forward to
serving an even broader range of customers in the future."

Thursday's announcements will also benefit Quantum's Storage
Solutions Group business and its customers.  Benchmark's
autoloader products will be integrated into SSG's tape
automation line, already the broadest in the industry, and will
complement the Quantum SuperLoader(TM).  Quantum will build on
the strong success that Benchmark's ValuSmart Tape 640 Blade
autoloader has had with OEMs by supplying it through SSG's
worldwide distributor, VAR, and reseller channels.  The
ValuSmart Tape 640 Blade addresses the growing number of more
value-oriented users that are migrating to rack-mounted storage
solutions.  In addition, as part of the agreement with Jabil,
Quantum will outsource the manufacturing of some tape automation
products, which are currently made at Quantum's Penang facility.
As a result, Quantum's SSG customers will also benefit from the
enhanced manufacturing efficiencies and continued high-quality
production provided by Jabil.

Quantum Corp., founded in 1980, is a global leader in data
protection and network storage systems, meeting the needs of
business customers with enterprise-wide storage solutions and
services. Quantum is the world's largest supplier of tape
drives, and its DLTtape(TM) technology is the de facto standard
for backup, archiving, and recovery of mission-critical data.
Quantum is a leader in the design, manufacture and service of
automated tape libraries used to manage, store and transfer
data. In addition to having the largest installed base of
Network Attached Storage appliances of any NAS supplier, Quantum
is the leader in the workgroup NAS market category. Quantum
sales for the fiscal year ending March 31, 2002, were
approximately $1.1 billion. Quantum Corp., 501 Sycamore Dr.,
Milpitas, CA 95035, 408-944-4000, http://www.quantum.com

                            *    *    *

As reported in Troubled Company Reporter's August 29, 2002
edition, Standard & Poor's Ratings Services placed its double-
'B' corporate credit rating and single-'B'-plus subordinated
debt ratings on tape-based enterprise storage company, Quantum
Corp., on CreditWatch with negative implications. The action is
results from weakened operating performance. Quantum, based in
Milpitas, Calif., had $390 million of debt outstanding as of
June 30, 2002.

"Quantum's operating performance reflects the ongoing slump in
spending by enterprise customers on information technology.
Revenues of $211 million in the quarter ended June 30, 2002
declined 13% sequentially. Despite being at the beginning of a
positive product cycle, Quantum is suffering from weak volume
demand, pricing pressure in certain product areas, and increased
tape media inventories in the channel," said Standard & Poor's
credit analyst Joshua Davis.


QWEST COMMS: S&P Affirms B- Rating After Seeing Loan Amendments
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its single-'B'-minus
corporate credit rating on diversified telecommunications
carrier Qwest Communications International Inc. based on receipt
of amendments to the company's existing $3.4 billion bank loan
agreement, which loosens the debt-to-EBITDA test to 6 times from
4x as of year-end 2002. In addition, the maturity on this
facility has been extended by two years to May 2005.

The rating was also removed from CreditWatch. The outlook is
developing. Denver, Colorado-based Qwest had $26 billion total
debt as of June 30, 2002.

A triple-'C'-plus rating was also assigned to Qwest Services
Corp.'s $3.4 billion bank loan, secured by a first lien on the
stock of Qwest Corp. and a second lien on the stock and certain
assets of the Qwest directories business. The bank loan is
guaranteed by Qwest Communications International.

"The combination of the bank amendments, coupled with the
receipt of an additional $750 million from a new secured bank
loan at the directories subsidiary and $7.05 billion in expected
proceeds from the sale of the directories business, provides
reasonable liquidity to the company through at least 2003,"
Standard & Poor's credit analyst Catherine Cosentino said.

Standard & Poor's said the developing outlook reflects the fact
that Qwest's longer-term prospects are tied to resolution of
several key issues, which could be either detrimental or
beneficial to its creditworthiness. The company continues to
face significant risks related to the ongoing SEC investigation
of several of its accounting practices, the Department of
Justice criminal investigation, and numerous shareholder
lawsuits. While the financial effect of these issues has not
been quantified, they are ongoing sources of concern to Standard
& Poor's.

Yet Standard & Poor's ascribes significant value to Qwest's 17-
million access line base and accompanying leading position in
its local telecommunications markets. Despite somewhat
disappointing operating performance over the past six months, as
demonstrated by the level of operating cash flow generated
during this time frame, if Qwest is able to stabilize
performance for its telecommunications businesses in the latter
half of 2002 through 2003, the business risk for the company may
support a higher rating. Qwest's business position should also
benefit from the eventual receipt of long-distance relief in its
various state jurisdictions, assuming the pending investigations
do not delay FCC support for the company's filings.

The ratings on Qwest incorporate the expectation that the
company will obtain the entire proceeds from the directory sales
by the end of 2003. Moreover, given the $1 billion Qwest Corp.
debt maturing in mid-2003, the receipt of the first phase of the
directory sales proceeds prior to this requirement is factored
into the ratings.


RHYNO CBO: S&P Places B Class A-3 Rating on Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B' rating
on the class A-3 notes issued by RHYNO CBO 1997-1 Ltd., an
arbitrage CBO transaction originated in August 1997, on
CreditWatch with negative implications. At the same time, the
triple-'A' ratings assigned to the class A-1 and A-2 notes are
affirmed. The rating assigned to the class A-3 notes had
previously been lowered on April 5, 2002.

The CreditWatch placement of the rating assigned to the class A-
3 notes reflects factors that have negatively affected the
credit enhancement available to support the notes since the
April 2002 rating action was undertaken. The primary factor
affecting the credit enhancement has been par erosion of the
collateral pool securing the rated notes. The affirmations of
the ratings assigned to the class A-1 and A-2 notes are based on
the amount of overcollateralization available to support the
class A-1 and A-2 tranches.

As a result of asset defaults during the past several months,
the transaction's overcollateralization ratios have
deteriorated. Standard & Poor's noted that, as of the most
recent available monthly trustee report (August 2, 2002), the
class A overcollateralization ratio was 104.4%, compared to a
ratio of 108.9% at the time of the April 2002 rating action. The
minimum required overcollateralization ratio for the class A
notes is 121%. Currently, 9.5% of the assets within the
collateral pool come from obligors rated 'D' or 'SD' by Standard
& Poor's, and another 3.97% of the assets come from obligors
rated double-'C', thus classified as being highly vulnerable to
default. In addition, 10.47% of the total assets come from
obligors with ratings currently in the triple-'C' range.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for RHYNO CBO 1997-1 Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing scenarios, while still paying
all of the rated interest and principal due on the rated notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the level of credit
enhancement available to support the class A-3 notes is
consistent with the single-'B' rating currently assigned.

          RATING PLACED ON CREDITWATCH NEGATIVE

                  RHYNO CBO 1997-1 Ltd.

                      Rating
       Class    To             From   Current Balance(Mil. $)
       A-3      B/Watch Neg    B      127

                     RATINGS AFFIRMED

                 RHYNO CBO 1997-1 Ltd.

       Class    Rating    Current Balance (Mil. $)
       A-1      AAA       34.884
       A-2      AAA       30


SAFETY-KLEEN: Retaining Rosenthal as Special Litigation Counsel
---------------------------------------------------------------
The local counsel to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Safety-Kleen Corp. and its
debtor-affiliates -- Morris Nichols Arsht & Tunnell -- will not
be able to continue its capacity as special litigation counsel
in the adversary proceeding styled, "Official Committee of
Unsecured Creditors v. Toronto Dominion (Texas) Inc."  It was
not explained why.

Rosenthal, Monhait, Gross & Goddess PA was eyed as the
replacement for Morris Nichols Arsht & Tunnell.

The Committee sought and obtained approval from the Court to
retain Rosenthal, Monhait, Gross & Goddess PA, nunc pro tunc to
June 19, 2002, as special litigation counsel in the adversary
proceeding against Toronto Dominion.

The firm will charge its fees on an hourly basis.  Among the
Rosenthal professionals who will be representing the Committee,
and their current hourly rates are:

           Kevin Gross         $325
           Herbert Mondros     $250
           Edward Rosenthal    $200

These hourly rates are subject to periodic increases in the
firm's ordinary course of business. (Safety-Kleen Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SAIRGROUP FINANCE: Look for Schedules & Statements on October 3
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, SairGroup Finance (USA), Inc., obtained an
extension of time to file comprehensive schedules of assets and
liabilities and a statement of financial affairs required
pursuant to 11 U.S.C. Sec. 521(1) and Rule 1007 of the Federal
Rules of Bankruptcy Procedure.  The Court gives the Debtor until
October 3, 2002 to file its Schedules and Statements.

Prior to the petition date, SairGroup Finance (USA), Inc.
participated in and assisted with financing transactions on
behalf of its parent and sole shareholder, SAirGroup.  The
Company filed for chapter 11 protection on September 3, 2002.
David C.L. Frauman, Esq., at Allen & Overy represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $460,161,000 in assets
and $582,888,000 in debts.


SCIENT INC: Auction Sale Scheduled for September 13, 2002
---------------------------------------------------------
Scient Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
sell all of their Assets to SBI and Company and SBI Scient,
Inc., for a purchase price of $15,470,000, subject to higher and
better offers.

The Court has scheduled a hearing to consider approval of the
sale on September 13, 2002 at 10:00 a.m. before the Honorable
Arthur Gonzalez.  All objections to the Sale Motion must be in
writing and filed with the court before 5:00 p.m. on September
11. Copies must also be served on:

       (i) Attorneys for the Debtors
           Greenberg Traurig, P.A.
           1221 Brickell Avenue
           Miami, Florida 33131
           Attn: Linda Worton Jackson, Esq.

           Greenberg Traurig, P.A.
           200 Park Avenue
           New York, New York 10166
           Attn: Howard J. Berman, Esq.

      (ii) Attorneys for the Purchaser
           Schulte Roth & Zabel, LLP
           919 Third Avenue
           New York, New York 10022
           Attn: Jeffrey F. Sabin, Esq.
                 David J. Ciminesi, Esq.

     (iii) the Office of the United States Trustee
           33 Whitehall Street, 21st Floor
           New York, New York 10004
           Attn: Richard C. Morrisey, Esq.

      (iv) Counsel to the Official Committee of Unsecured
            Creditors
           Olshan Grundman Frome Rosenzweig & Wolosky LLP
           505 Park Avenue
           New York, New York 10022
           Attn: Andrew I. Silfen, Esq.

Judge Gonzalez previously approved a $150,000 break-up fee in
favor of SBI, plus up to $250,000 of SBI's out-of-pocket
expenses which will be payable in cash at the closing from the
sale proceeds of any higher Qualified Bids.

Scient, headquartered in New York with offices in London and key
regions throughout the United States, is a leading consulting
and professional services company focused on transforming
clients' businesses through the creation of multi-channel
experiences that strengthen connections among people, businesses
and communities. The Debtors filed for Chapter 11 protection
with the U.S. Bankruptcy Court for the Southern District of New
York. Linda Worton Jackson, Esq., at Greenberg Traurig, P.A.,
Miami, Florida and Howard J. Berman, Esq., at Greenberg Traurig,
New York, represent the Debtors in their restructuring efforts.


SEITEL INC: Second Quarter Net Loss Balloons to $79 Million
-----------------------------------------------------------
Seitel, Inc., (NYSE: SEI) recently filed with the Securities and
Exchange Commission its Form 10-Q for the second quarter and
first six months of 2002. Among other things, it reported a
substantial increase in net losses over the first quarter due to
special charges. The Company reported that revenues from its
core seismic database business more than doubled over the first
quarter of 2002 and that cash sales increased over the first
quarter of 2002 and comparable second quarter of 2001. The
Company also reported its cash position has improved
considerably and that substantial reductions in overhead have
been and are being implemented.

Seitel reported the following financial results in the second
quarter:

                Second Quarter Operating Results

      --  A net loss of $78.9 million for the quarter compared to
a net loss of $18.3 million in the first quarter of 2002, and a
net loss of $3.2 million in the second quarter of 2001. The
second quarter of 2002 net loss reflects charges, net of tax, of
(i) $56.8 million related to the discontinuation of DDD Energy,
Inc.'s operations, (ii) $16.7 million related to the impairment
of seismic data, (iii) $5.7 million related to the allowance for
the recovery of former executives' advances and receivables and
Company funds improperly converted for the personal benefit of
former executives, (iv) $1.2 million related to unusual
professional fees and (v) $1.1 million related to a valuation
allowance on deferred income tax assets, exclusive of amounts
related to discontinued operations. The first quarter of 2002
net loss reflects the change in accounting policy adopted in the
second quarter of 2002 related to the Company's amortization of
its created seismic data retroactive to January 1, 2002. In the
first quarter of 2002, the Company recorded special charges of
$16,000, net of tax, related to Company funds improperly
converted for the personal benefit of former executives, and a
loss of $876,000 related to discontinued operations. In the
second quarter of 2001, Seitel recorded special charges of
$131,000, net of tax, related to Company funds improperly
converted for the personal benefit of former executives, and a
loss of $4.5 million related to discontinued operations.

                     Second Quarter Revenues

      --  Revenue from Seitel's core seismic division was $46.9
million - more than double the $22.5 million in the first
quarter of 2002.

      --  Of these $46.9 million in revenues, new cash sales (as
opposed to recognition of previously deferred revenue) were
$25.2 million in the quarter, compared to $13.4 million in the
first quarter of 2002, and $24.8 million in the second quarter
of 2001. New non-cash sales of seismic data were $5.6 million,
compared to $3.1 million in the first quarter of 2002, and $8.3
million in the second quarter of 2001. New non-cash sales
represented 18% of total new sales in the second quarter of
2002.

         Progress Update on Status with Senior Noteholders

Seitel has met all milestones under its standstill agreement
with its lenders, including the submission of a proposed three-
year comprehensive strategic plan in furtherance of negotiations
toward a long term restructuring of the Company's debt. The
proposed Strategic Plan provides that the Company would focus on
the core seismic database business and maximize the value of its
multi-client seismic library. The proposed Plan also provides
for overhead reductions consistent with the Company's strategic
goals and commits management to focus on maximizing cash flow
and profitability, and to transparency in financial reporting
and accounting issues.

As previously announced, Seitel executed a standstill agreement
with its Senior Noteholders on July 17, 2002, as a result of the
violation of various loan covenants. Seitel is in compliance
with all conditions and milestones of that agreement. It is
current on the payment of all interest and principal to the
Noteholders, and the Company has never missed a payment of
principal or interest to the Noteholders. In accordance with the
Noteholder agreement, all outstanding interest on the Senior
Notes accrued as of August 2, 2002 in the amount of $7.1 million
was paid. Seitel has agreed to pay interest monthly beginning
with September 2002. Although there can be no assurances that
the Company will be able to reach an agreement with the
Noteholders to restructure its debt, Seitel continues to have a
constructive and positive dialogue with the Noteholders.

                Second Quarter Cash/Receivables Position

      --  As of August 15, 2002, Seitel had cash and equivalents
of $20.4 million -- $11.5 million in cash and $8.9 million in
cash in an escrow account pursuant to the standstill agreement
with the Company's Noteholders. This compares to cash and cash
equivalents of $13.2 million at March 31, 2002, and $7.2 million
at June 30, 2002.

      --  At June 30, 2002 the Company had receivables of $41.4
million and deferred revenue of $75.3 million.

      --  In addition, as of June 30, 2002 the Company had
outstanding $275.1 million in long-term debt, including capital
lease obligations.

             Reduction in Overheads and Capital Expenditures

Seitel has:

      --  Reduced personnel by approximately 23%, relocated its
headquarters to its data center in West Houston at a projected
savings of approximately $800,000 annually, and expects to
reduce its total personnel compensation expenses from $29
million in 2001 to a budgeted $17 million for FY 2003.

      --  Reduced its capital expenditure budget from $140.2
million in 2001 to an expected $89.8 million in 2002. In the
second quarter of 2002, capital expenditures were $26.4 million,
which includes $19.0 million for seismic data additions (of
which $5.6 million are non-cash additions), $2.7 million for oil
and gas properties and $4.7 million for other property, plant
and equipment.

      --  Focused on strategic acquisitions of data and creation
of data with the objective of having customers finance 65% or
more of the direct costs of the creation of data.

      --  Scaled down expenditures on Seitel Solutions in order
for Solutions to primarily service the Company's own seismic
data library.

                         Sale of DDD Energy

On August 5, 2002, Seitel announced the sale of the substantial
majority of the assets of DDD Energy, Inc., Seitel's wholly-
owned subsidiary involved in the direct exploration and
production of oil and natural gas, to Rising Star Energy,
L.L.C., for net cash proceeds of $23.8 million. A final
adjustment, if any, is to be made within 90 days following the
closing of the sale. The sale of DDD Energy will allow Seitel to
better focus on its core seismic data business. Additionally,
the cash received from the sale has improved Seitel's liquidity
position. The Company announced today that Rising Star has
agreed to purchase two additional oil and gas properties from
Seitel for approximately $1.75 million. The Company expects that
sale to close on or about September 13, 2002. Seitel's remaining
oil and gas properties are currently being actively marketed.

                Core Seismic Personnel Base Remains Intact

As Seitel has focused on its seismic data library business, it
has retained the core personnel engaged in providing services
ranging from multi-client seismic surveys to servicing the wide-
ranging needs of its customers in seismic data acquisition and
providing clients with high-quality data from its seismic data
library.

In addition, Seitel announced that it has hired John Lentsch as
the President of Seitel Solutions Canada. Mr. Lentsch has over
30 years experience in the scientific computing and IT field,
with 20 years of this experience in the oil and gas industry. He
has held technical and managerial positions with Atlantic
Richfield and several oil service companies, including Teknica-
GECO Geophysical, Schlumberger GeoQuest and QC Data. While he
was with QC Data, he was the Managing Director of QC Data UK,
Ltd., whose principal client was Common Data Access Limited, an
industry consortium formed to reduce the cost of storing and
retrieving E&P data and to improve efficiency and accessibility
to that data.

                Transparency in Financial Reporting

      --  Seitel's CEO and acting CFO certified the second
quarter financial results in compliance with the Sarbanes-Oxley
legislation.

      --  Effective January 1, 2002, the Company adopted a new
accounting policy related to amortization of its created seismic
data. Under its new accounting policy, the Company determines
amortization for created seismic data as the greater of the
income forecast method or 10-year straight line amortization at
the individual survey level.

                   Seismic Data Library Book Value
                   and Other Financial Disclosures

Seitel reported that its seismic data library had a net book
value of $416.0 million as of June 30, 2002. In the second
quarter of 2002, Seitel recorded a one-time non-cash impairment
charge of $25.7 million ($16.7 million net of tax) related to
the marine and Rocky Mountain region portion of its seismic data
library. This impairment charge is related to lower than
expected revenues in these areas due to, among other factors,
energy industry conditions. As of June 30, 2002, after the
impairment, the marine portion of the seismic data library had a
book value of approximately $63 million.

In the quarter ended June 30, 2002, Seitel recorded a pre-tax
book loss of $56.8 million related to the sale of assets of DDD
Energy, Inc. This writedown reflects the difference between the
book value of the DDD assets and the purchase price for the
producing properties sold along with the projected value of
proven reserves and unevaluated properties remaining after the
sale.

Updates on Regulatory Matters, NYSE Listing

      --  The Company continues to cooperate fully with the SEC
with respect to the SEC's investigation of the alleged
improprieties committed by the Company's former CEO and CFO.
Additionally, Seitel recently received notification from the
U.S. Attorney's Office for the Southern District of Texas of its
inquiry into the alleged improprieties committed by the
Company's former CEO and CFO, and the Company intends to fully
cooperate.

      --  As previously announced, the Company received
notification from the New York Stock Exchange (NYSE) that the
Company's stock has fallen below the NYSE continued listing
standards due to the Company's stock trading at a price of below
$1.00 per share for a consecutive 30-day trading period. In
accordance with the rules and procedures of the NYSE, the
Company has six months within which to cure this price per share
deficiency, prior to the NYSE commencing suspension and de-
listing procedures. The Company has responded to the
notification letter, informing the NYSE of the Company's intent
to cure the deficiency. In addition, Seitel has received a
second notification from the NYSE that the Company has fallen
below the NYSE continued listing standard requiring market
capitalization of $15 million or greater. The Company is in the
process of responding to this second notification, which will
include a proposed business plan for the Company's future
operations.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, selling data from its library
and creating new seismic surveys under multi-client projects.


SOLECTRON CORP: Will Provide Manufacturing Services for Asyst
-------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
has been selected as the sole provider of electro-mechanical
manufacturing services for Asyst Technologies, Inc. (Nasdaq:
ASYT).  Asyst is a leading provider of integrated automation
solutions that maximize the productivity of semiconductor
manufacturing. The five-year agreement is expected to generate
$100 million in revenue the first year, and increase over the
life of the agreement.

Under the agreement, Solectron will provide Asyst with complete
product life-cycle services, including product design and test,
new product introduction, printed circuit board assembly,
systems build, systems integration, distribution and in-factory
repair.  Solectron will perform systems-build and integration
services in a specialized clean-room environment necessary for
Asyst's automated equipment. Following a transition period,
Solectron expects to transfer production to its NPI and
manufacturing centers in the United States and Asia.

"We look forward to working with Asyst -- a leader in
semiconductor manufacturing automation," said Rick Rollinson,
Solectron senior vice president and president of Solectron
Systems Solutions.  "This agreement takes advantage of our
complete product life-cycle solutions for robotics and
automated equipment, and allows us to expand our reach in this
very important sector."

"We believe the transition to a leveraged manufacturing model
will allow us to better meet our global customer commitments and
to make our cost structure more variable in a highly cyclical
industry," said Frederick Tiso, senior vice president,
manufacturing operations, for Asyst.  "Asyst and Solectron are
focused on maintaining and building upon every metric of
customer satisfaction, including on-time delivery, quality and
reliability, as well as assuring no disruption in current
customer commitments.  This also gives us the opportunity to
match our historical strengths in technology with a focus on
time-to-market, time-to-volume and time-to-cost."

The partnership is expected to include the manufacturing service
of most Asyst product lines over the life of the agreement.
Solectron's end-to-end product life-cycle services will enable
Asyst to streamline its supply chain, accelerate product time-
to-market and reduce costs, while enabling it to focus on core
competencies such as research and development. As part of the
agreement, Solectron will make a one-time, $20 million purchase
of inventory from Asyst to support production. About 180 Asyst
employees will also join Solectron for support during the
transition period.

"As the sole provider of electro-mechanical manufacturing
services for Asyst, we look forward to building the company's
complex automated products for the next five years," said
Rollinson. "We appreciate that Asyst made this comprehensive
outsourcing decision carefully. We believe we were chosen
because of our stringent quality requirements and breadth of
services, especially our industry-leading electro-mechanical
services that will allow us to successfully integrate Asyst's
advanced technologies."

Solectron -- http://www.solectron.com-- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award.

                          *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings lowered Solectron Corporation's
ratings as follows: senior bank credit facility from 'BBB-' to
'BB', senior unsecured debt from 'BBB-' to 'BB', and the
Adjustable Conversion Rate Equity Security Units from 'BB+' to
'B+'. The Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


SOLECTRON: Will Release Fiscal Year 2002 Results on Sept. 26
------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
will announce its fourth quarter and fiscal year 2002 earnings
for the year ended Aug. 30, 2002, at 1:01 p.m. PT/4:01 p.m. ET,
Sept. 26, 2002, immediately after the market closes.  Also, the
company's regularly scheduled conference call will be broadcast
live on the Internet.

The news release and market-specific information about the
company's earnings will be posted by 1:30 p.m. PT/4:30 p.m. ET
on the company's Web site at http://www.solectron.com/investor

A taped replay will also be available Sept. 26, one hour after
the conclusion of the call, through Oct. 3.  Call 800-642-1687
from within the United States, or 706-645-9291 from outside the
United States, and specify password "5530151."

Solectron -- http://www.solectron.com-- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product repair and end-of-life support services. Solectron, the
first two-time winner of the Malcolm Baldrige National Quality
Award, has a full range of industry-leading supply-chain
services on five continents. Its headquarters are in Milpitas,
Calif.

                          *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings lowered Solectron Corporation's
ratings as follows: senior bank credit facility from 'BBB-' to
'BB', senior unsecured debt from 'BBB-' to 'BB', and the
Adjustable Conversion Rate Equity Security Units from 'BB+' to
'B+'. The Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


SOLID RESOURCES: Closes $4M Sale of Well Testing Div. to Lonkar
---------------------------------------------------------------
Alvin Harter, President and CEO of Solid Resources Ltd.
(TSXV:SRW) announced that last closing condition of the sale of
the Company's well testing services division to Lonkar Well
Testing Services Ltd. has been satisfied and the transaction is
now closed.

The transaction has resulted in net proceeds to the Company in
the amount of $4,490,000 of which $300,000 is being held back by
Lonkar pending the discharge of registered encumbrances. It is
anticipated that the proceeds will be disbursed as part of the
Plan of Arrangement.

                         *   *   *

As previously reported in the July 8, 2002 edition of the
Troubled Company Reporter, Alvin Harter, President and CEO of
Solid Resources Ltd. (TSXV:SRW) announced that an Order was
granted on July 3, 2002 extending the Company Creditors'
Arrangement Act stay to September 30, 2002. This extension
should allow the Company sufficient time to implement the Plan
of Arrangement and allow the creditors to vote on the Plan
September 5 and 6th, 2002.

The Court of Queens Bench also allowed the filing of a petition
for bankruptcy solely for the purpose of preserving any
limitation periods. The Court immediately stayed all proceedings
under this petition so as to not adversely affect the CCAA
process.


SOLID RESOURCES: Creditors Approve Proposed Plan of Arrangement
---------------------------------------------------------------
Alvin Harter, President and CEO of Solid Resources Ltd. (TSXV:
SRW) announced that both the unsecured creditors and the secured
creditors unanimously voted to approve the proposed Plan of
Arrangement.

In the meeting of unsecured creditors, held Thursday September
5, 2002, the one hundred and fifty-four unsecured creditors
unanimously voted in favour of accepting the Plan. The secured
creditors also unanimously voted in favour of the Plan in a
meeting that was held on September 6, 2002.

As a result of these meetings the Company will now seek approval
of the Plan by the Court of Queens Bench of Alberta as required
by the provisions of the Companies' Creditors Arrangement Act.
Following approval of the Court the Company will be in a
position to implement the Plan and make distributions to
Creditors in accordance with the Plan.


TERION INC: Successfully Emerges from Chapter 11 Proceeding
-----------------------------------------------------------
Terion, Inc., a leading provider of trailer monitoring systems,
announced that its reorganization became effective on August 30,
2002. Terion's investor group has supported the reorganization
and has funded the company with an additional $10.8 million.

Terion has restructured its business to focus on the
FleetView(TM) product. Its successful restructuring efforts
included funding from existing and new investors. Investors
include SCP Private Equity Partners II LP, HVFM-II LP in which
Harris Corporation is the major investor, Crossbow Ventures, and
ING Capital LLC.

Ken Cranston, Terion president and CEO commented, "Terion has
tremendous investor and customer support. We will continue to
focus on enhancing the quality of our service offering and
supporting our customers in driving inefficiency out of the
supply chain."

FleetView(TM) supplies fleet management information through the
Internet from its patented innovative hardware and software
design. The design integrates GPS and cellular technology for
comprehensive coverage throughout the United States and Canada.
The system is concealed to provide a covert installation. It
communicates real-time trailer location and event status when
the trailer is tethered to or untethered from a tractor,
including an accurate determination of loading and unloading
events with FleetView's Cargo Sensor. The system uniquely
supports over-the-air software downloads for device settings and
software upgrades. Terion's FleetView(TM) operates in a standard
browser environment on standard PC hardware. With approximately
50,000 units in the field, FleetView(TM) is the leading
untethered trailer-tracking product in the North American
market.

Terion, Inc. -- http://www.terion.com-- is a leading two-way
wireless data communication and information solution provider
for mobile and remote business-to-business applications focusing
on the transportation industry. Terion provides valued added
products and services, robust application content software
accessed through the Internet, and reliable, high-quality
hardware designed specifically for our target markets.


TTR TECHNOLOGIES: Fails to Satisfy Nasdaq Listing Requirements
--------------------------------------------------------------
TTR Technologies, Inc., (Nasdaq NM: TTRE) has been notified by
The Nasdaq Stock Market, Inc., that the Company does not
currently satisfy the minimum $4.0 million net tangible assets
requirement or the minimum $10.0 million stockholders' equity
requirement for continued listing on the Nasdaq National Market.

The Company expects to present a plan to Nasdaq which is
intended to achieve and sustain compliance with the requirements
for continued listing on the Nasdaq National Market. If Nasdaq
does not find this plan acceptable, the Company's common stock
will be delisted from the Nasdaq National Market, subject to
appeal by the Company. This notification from Nasdaq is the
formal notice that the Company anticipated receiving, as was
disclosed in its Form 10-Q for the quarter ended June 30, 2002.

The Company is also currently studying the possible alternative
of applying to list its securities on the Nasdaq SmallCap
Market.

There can be no assurance that the Company will be able to
maintain its Nasdaq National Market listing or that the Company
will be able to successfully transfer to the Nasdaq SmallCap
Market.

The Company also announced today that it was recently served
with a summons and complaint regarding a lawsuit filed in United
States District Court for the Southern District of New York
alleging, among other things, certain violations of federal
securities laws by the Company and certain of its current and
former officers and directors relating to statements made in
press releases and public conference calls. The Company is
reviewing the complaint.

TTR -- http://www.ttrtech.com-- designs, markets and sells
proprietary anti-piracy products. The company has developed and
commercialized products for the software and entertainment
industries and is expanding its product range and reach through
in-house development and joint ventures. In addition to
developing SAFEAUDIO(TM), TTR is investing in Digital Rights
Management Protection technologies as well as security solutions
for the DVD-ROM market. TTR has a joint development and
marketing agreement for music CD copy protection with
Macrovision Corporation (Nasdaq: MVSN - News). TTR's shares are
listed on the Nasdaq National Market (TTRE).


UNIROYAL TECHNOLOGY: Hires Bayard Firm as Bankruptcy Counsel
------------------------------------------------------------
Uniroyal Technolgy Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to tap the legal services of The Bayard Firm, PA as
bankruptcy counsel.

Bayard is expected to:

      a) take all necessary action to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any
         actions commenced against the Debtors, the negotiation
         of disputes in which the Debtors are involved, and the
         preparation of objections to claims filed against the
         Debtors' estates;

      b) provide legal advice with respect to the Debtors' powers
         and duties as debtors-in-possession in the continued
         operation of their businesses and management of their
         properties;

      c) negotiate, prepare and pursue confirmation of a plan and
         approval of a disclosure statement;

      d) prepare on behalf of the Debtors, as debtors-in-
         possession, necessary motions, applications, answers,
         orders, reports, and other legal papers in connection
         with the administration of the Debtors' estates;

      e) appear in Court and to protect the interests of the
         Debtors before the Court;

      f) assist with any disposition of the Debtors' assets, by
         sale or otherwise; and

      g) perform all other legal services in connection with
         these chapter 11 cases as may reasonably required.

The principal attorneys and paralegals proposed to represent the
Debtors and their hourly rates are:

           Jeffrey M. Schlerf         $395 per hour
           Christopher P. Simon       $275 per hour
           Eric M. Sutty              $250 per hour
           Lina Shaw (paralegal)      $130 per hour

Prior to the Petition Date, Bayard was retained by the Debtors
to provide bankruptcy advice, including assisting in the
preparation of the requisite petitions, pleadings, exhibits,
lists and schedules in connection with the commencement of these
cases.  In connection to these services, Bayard received a
retainer of approximately $35,000 for legal fees and expenses.
The remaining balance for the Retainer will be held against
future fees and expenses.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products. The
Company filed for chapter 11 protection on August 25, 2002 Eric
Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at The Bayard
Firm represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from its creditors, it listed
$85,842,000 in assets and $68,676,000 in debts.


UNIROYAL TECH.: Commences Trading on National Quotation Bureau
--------------------------------------------------------------
Uniroyal Technology Corporation (Nasdaq: UTCI) announced that
its common stock and warrants to purchase its common stock will
be traded as an over-the-counter equity security under the
symbol "UTCIQ," effective September 6.  Quotation service will
be provided by the National Quotation Bureau, LLC "Pink Sheets".
The Company has been notified that its securities will no longer
be traded on the NASDAQ SmallCap market pursuant to Marketplace
Rules 4430(a)(1) and 4330(a)(3).

For further information, please contact Roger Gillott or Robert
Emmers, +1-310-788-2850, for Uniroyal Technology Corporation.


UNITED AIRLINES: Flight Attendants Welcome New CEO Glenn Tilton
---------------------------------------------------------------
Association of Flight Attendants, AFL- CIO, United Master
Executive Council President Greg Davidowitch issued this
statement following his Wednesday meeting with the leaders of
the other unions representing workers at United, at which the
airline's new CEO, Glenn Tilton was introduced by outgoing CEO
Jack Creighton:

"United's employees met [Thurs]day to do the work that the
airline's recently replaced management team failed to do -- lay
the framework that will provide United with a strategic plan for
the airline's return to its former status as the premier air
carrier in the world.  We will continue to meet with the other
labor groups at United and the new management team until we have
solved our airline's short-term and long-term problems.

"The Flight Attendants are encouraged that in Glenn Tilton,
United seems to have finally found a leader with a vision.  We
look forward to working with our new CEO in developing a
solution that provides for the stabilization of our airline
outside of the bankruptcy process, protects the long-term best
interests of United's front-line employees, and doesn't blame
employees for United's troubles.

"The Flight Attendants approve of the shake-up in the senior
executive suite that came with the naming of the new CEO, and we
look forward to a new relationship being cultivated at United,
where the focus needs to be put on employees being led, rather
than just supervised.  The old management team created an
adversarial relationship.  In the coming days, we hope to see
Mr. Tilton show through his actions that the future of United
will be established through a collaborative process.

"A loan guarantee from the Air Transportation Stabilization
Board may be part of United's recovery plan.  However, in the
Union Coalition meeting we reiterated to Mr. Tilton that the
Flight Attendants are extremely troubled that the White House is
not using the ATSB process to stabilize the industry, but to
unilaterally cut the pay of airline workers through a forced
restructuring of the industry."

The United Union Coalition meeting included representatives from
AFA, Air Line Pilots Association, International Association of
Machinists, Transport Workers Union, and Professional Airline
Flight Control Association.

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 us at
http://www.unitedafa.org

DebtTraders reports that United Air Lines' 10.670% bonds due
2004 (UAL04USR1) are trading between 20 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
more real-time bond pricing.


US AIRWAYS: Brings-In O'Melveny & Myers as Special Labor Counsel
----------------------------------------------------------------
US Airways Group Inc. sought and obtained the Court's authority
to employ O'Melveny & Myers as special labor, regulatory,
antitrust and litigation counsel.

O'Melveny has performed similar work in the past for US Air and
is familiar with its businesses and operations.  According to US
Air CEO David N. Siegel, O'Melveny is "especially attuned to the
unique labor, regulatory and antitrust issues that arise in the
airline industry.  Several members of the firm have extensive
experience in airline law and its interplay with restructuring
and bankruptcy law."  Mr. Siegel assures the Court that the
employment of O'Melveny will enhance, not duplicate, the
employment of Skadden, Arps, Slate, Meagher & Flom, as well as
other professionals retained in these cases.

The O'Melveny attorneys expected to be responsible for matters
in these cases and their hourly rates are:

      Labor Matters
      -------------
           Robert Siegel             $600
           Tom Jerman                $540
           Chris Hollinger           $460
           Robert E. Winter          $355
           Rachel A. Shapiro         $320

      Regulatory Matters
      ------------------
           Joel Burton               $600
           Patrick Rizzi             $390
           Benjamin Bradshaw         $355

      Antitrust and Litigation Matters
           --------------------------------
           Henry Thumann             $660
           Tad Allen                 $540
           Neil Gilman               $390

O'Melveny will automatically reduce all fees and expenses by
10%.

Specifically, O'Melveny will provide these services:

  1) Advertising: Consult, advise and prepare regulatory
     pleadings and comments on compliance with advertising
     regulations;

  2) Regulatory Matters: Review, consult, advise and prepare
     regulatory pleadings on foreign and domestic aviation
     issues, including applications, renewals, responses to
     regulatory proceedings, inquiries, investigations,
     enforcement actions, legislative matters and rulemakings,
     industry research and analysis;

  3) Consumer Issues: Consult, advise and prepare regulatory
     pleadings and comments on marketing and customer service
     issues, including regulatory compliance, inquiries and
     investigations;

  4) High Density Rule: Consult, advise and prepare regulatory
     pleadings and comments on airport issues, including slots
     and airport access;

  5) International Route Proceedings: Prepare and analyze
     regulatory pleadings concerning international route
     authorities, operations and bilateral/multilateral
     negotiations and agreements;

  6) Domestic and International Codeshare Agreements and
     Alliances: Consult, advise and prepare regulatory pleadings
     and comments on codeshare agreements and global alliances;

  7) Express and Commuter Issues: Consult, advise and prepare
     regulatory pleadings and comments concerning the creation,
     organization and operation of express affiliates and
     subsidiaries:

  8) Labor: Provide advice in connection with labor and
     employment issues related to bankruptcy;

  9) Section 1113: Prepare and prosecute motions pursuant to
     Section 1113 of the Code;

10) CBAs: Participate in negotiations of collective bargaining
     agreements with US Air's labor unions; and

11) Other Matters: Assist with additional labor or employment
     matters as Debtors direct.

Robert Siegel, Esq., asserts that O'Melveny does not hold or
represent any interest adverse to the Debtors or any other
party-in-interest in relation to these Chapter 11 cases.

Mr. Siegel reports that in the 90 days leading up to the
Petition Date, the Debtors paid O'Melveny $2,942,180 in fees and
expenses for advice and legal services, plus $850,000 as an
"evergreen" retainer. (US Airways Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that US Airways Inc.'s 9.820% bonds due 2013
(U13USR1) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR1for
real-time bond pricing.


U.S. STEEL CORP: Seeking Reversal of Indiana Tax Board Ruling
-------------------------------------------------------------
United States Steel Corporation filed an appeal Thursday in the
Indiana Tax Court seeking reversal of an August 6, 2002, Order
of the Indiana Board of Tax Review (Indiana Board) which
rejected U. S. Steel's claims for refund of property tax
overpayments in 1995, 1996 and 1997.  In its appeal, U. S. Steel
alleges that for these years, Lake County officials illegally
omitted or failed to count -- without statutory authority
-- more than $200 million of property in Calumet Township alone
in determining the assessed value of property and tax rates in
Lake County.  This resulted in higher tax rates for all Lake
County taxpayers.

The Indiana Board has thus far, on narrow procedural grounds,
shielded the County from any efforts by taxpayers to challenge
these unjustified actions and denied U. S. Steel an opportunity
to present its factual case.  Thursday's filing was necessary,
not only for U. S. Steel to protect its right to the refund, but
to protect the rights of all taxpayers in Lake County and
throughout the State of Indiana to have tax rates set in
accordance with Indiana Law.

"We were extremely disappointed with the Board's decision to
summarily dismiss our appeal on narrow technical grounds," said
George Babcoke, Gary Works general manager.  "In our petition,
we presented a compelling case challenging the methods by which
Lake County government officials kept their books and records,
and we were denied the opportunity to have the facts heard
and a decision rendered on the basis of the evidence.

"At U. S. Steel and at Gary Works, we are committed to taking
aggressive steps to enhance our cost-competitiveness in an
extremely competitive global steel industry.  The excessive,
unfair taxes we pay in Lake County represent costs we must
address.  Our property taxes here are far in excess of what
other Northwest Indiana steel producers pay and approximately 10
times more than the taxes paid at any of our facilities in other
states."

                             *    *    *

As reported in Troubled Company Reporter's August 12, 2002
edition, Fitch Ratings affirmed the senior unsecured long-term
ratings of U.S. Steel at 'BB' and assigned a 'BB+' rating to the
company's senior secured revolver. The Rating Outlook is Stable.
Since the beginning of the year, the prices of hot-rolled and
cold rolled steel sheet have risen dramatically and with them
U.S. Steel's profits. On shipment increases of 619 thousand tons
and price realizations of $12/ton more, U.S. Steel has turned an
operating loss of $61 million in the first quarter of 2002 into
an operating profit of $47 million in the second quarter. Price
increases have been announced effective in August and September;
the company's order book is extended into October; and the
weaker dollar in concert with 30% disputed steel tariffs should
temper future imports. U.S. Steel's seven domestic furnaces are
operating at near capacity, and the company is projecting a
profit for the year. Liquidity is strong following the company's
mid-May stock offering.

U.S. Steel will likely somehow figure into the politically
encouraged consolidation going on in the steel industry
(Nucor/Trico/Birmingham and Corus/CSN). Recent discussions have
included a potential combination with National Steel, and U.S.
Steel is continuing discussions with third parties. The company
purchased U.S. Steel Kosice (Slovak Republic) in November 2000.
Any substantive change in the business profile of U.S. Steel
could impact the company's ratings.


WILLIAMS COMMS: Unsecured Panel Taps Anderson Kill as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Williams Communications Group, Inc., and its debtor-
affiliates sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Anderson Kill & Olick P.C., nunc pro tunc to July 26, 2002 as
its legal conflicts counsel.

Committee Chairperson Robert McCormick relates that they
selected Anderson Kill because the firm has considerable
experience and knowledge in the field of creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy
Code, and in other areas of law related to this Chapter 11 case,
including litigation and corporate law matters.

Prior to the Petition Date, the Debtors had negotiated a pre-
arranged plan of reorganization with a number of their principal
creditors including, among others, the Debtors' pre-petition
bank lenders and an ad hoc committee of the Debtors'
Noteholders.  The Ad Hoc Committee included a number of
financial institutions that held an aggregate of approximately
one-third the Debtors' outstanding issue of Senior Notes.

Most of the members of the Creditors' Committee were also
members of the Ad Hoc Committee.  The Committee earlier retained
Kirkland & Ellis as its legal counsel.

Accordingly, the professional services that Anderson Kill will
render to the Committee will be limited to these conflicts
matters and related work:

    (i) matters which relate to agreements and understandings
        entered into among the Debtors, members of the Ad Hoc
        Committee and others prior to the Petition Date as to
        which the Ad Hoc Committee was represented by Kirkland &
        Ellis; and

   (ii) certain other matters in which the Committee potentially
        could take positions which are adverse to other third
        parties who are clients of Kirkland & Ellis in matters
        which are unrelated to these cases, including Morgan
        Stanley Dean Witter, Citicorp USA, JP Morgan Chase,
        Lehman Brothers, Platinum Equity LLC, WCS Acquisition II
        LLC, and SBC Communications.

As legal conflicts counsel, Anderson Kill will:

-- assist and advise the Committee with respect to the Conflicts
    Matters;

-- represent the Committee at hearings held before the Court and
    communicate with the Committee regarding issues raised in
    connection with Conflicts Matters, as well as the decisions
    of the Court;

-- assist the Committee in preparing the applications, motions
    and orders in support of positions taken by the Committee
    with respect to Conflicts Matters, as well as prepare
    witnesses and review documents in this regard;

-- assist the Committee with any other services as it may
    contribute to the confirmation of a plan of reorganization;
    and

-- advise and assist the Committee in evaluating and prosecuting
    any Conflicts Matters which pertain to claims which the
    Debtors may have against Conflicts Parties;


Anderson Kill will charge for its legal services on an hourly
basis in accordance with its customary rates.  The firm will
also seek reimbursement of out-of-pocket expenses incurred in
connection with this engagement.  The attorneys who will be
principally involved in this engagement and their current hourly
rates are:

          J. Andrew Rahl, Jr.          $580
          Larry D. Henin               $430
          Steven Cooper                $425

Other attorneys may, from time to time, assist Mr. Rahl, Mr.
Henin, and Mr. Cooper.  The current range of hourly rates for
Anderson Kill's other attorneys and professionals are:

       Attorneys                   $165 - 650
       Paraprofessionals             95 - 180

Larry D. Henin, Esq., a member of Anderson Kill, assures the
Court that neither the Firm nor any of its members and
associates, represent any interest adverse to the Debtors, its
estates, its creditors or the Committee, in the matters upon
which Anderson Kill is to be engaged.  In addition, Anderson
Kill is a "disinterested person" within the meaning of Sections
101(14) and 101(31) of the Bankruptcy Code.  However, Mr. Henin
informs the Court that:

-- Anderson Kill has in the past and continues to represent
    Committee member PPM America, Inc. in a number of matters
    which are not related to these cases;

-- Anderson Kill also is currently acting as conflicts counsel
    for the Official Committee of Unsecured Creditors in the Flag
    Communications Holdings, Ltd. and affiliates Chapter 11 cases
    which also are now pending in this District.  Committee
    Members PPM America, Inc. and Pacific Investment Management
    Company LLC are also members of that committee; and

-- Anderson Kill is currently engaged in two matters where
    Anderson Kill has taken positions on behalf of clients which
    are adverse to the interests of JP Morgan Chase:

    a. Anderson Kill acts as special counsel to the Official
       Committee of Unsecured Creditors in the Owens Corning,
       Inc. Chapter 11 cases which are pending in the District of
       Delaware; and

    b. Anderson Kill represents certain participant lenders to a
       special purpose entity that is an affiliate of Enron
       Corp., whose Chapter 11 case is currently pending in this
       District. (Bankruptcy News, Issue No. 9; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


WORLDCOM: Hires Squire Sanders & Dempsey as Conflict Counsel
------------------------------------------------------------
Worldcom Inc., Senior Vice President Susan Mayer acknowledges
that Weil Gotshal will not be able to represent the Debtors in
all matters in these cases.  That's why the Debtors have
selected Squire Sanders & Dempsey LLP to represent them in
matters in which Weil Gotshal cannot.  In the event that there
are circumstances in which neither Weil Gotshal nor Squire
Sanders is able to act for the Debtors, both firms will advise
the Debtors to retain other conflicts counsel to undertake the
representation.

Accordingly, the Debtors seek the Court's authority to employ
and retain Squire Sanders & Dempsey LLP as their attorneys in
these Chapter 11 cases in connection with matters in which Weil
Gotshal cannot or does not act nunc pro tunc to July 21, 2002.

Ms. Mayer contends that Squire Sanders is particularly suited to
serve as the Debtors' Conflicts Counsel in these cases.  With
more than 750 attorneys in 28 offices worldwide, the firm has
broad-based practice groups with expertise in virtually all
areas of law that may be significant in these cases, including
bankruptcy and restructuring, telecommunications, regulatory,
corporate finance and commercial litigation.  Moreover, Squire
Sanders has recognized expertise in bankruptcy matters, having
been actively involved in major Chapter 11 cases, including: In
re Enron Corp. (committee); In re Drug Emporium, Inc. (debtor);
In re Eagle-Picher Industries, Inc. (committee); In re
McCullouch Corp. (committee); In re National Airlines, Inc.
(debtor); In re Baptist Foundation of Arizona (debtor); In re
Lodestar Energy, Inc. (debtor); In re White Motor Co. (debtor),
In re Kaiser Group International, Inc. (debtor); In re Stuart
Entertainment, Inc. (debtor); In re Las Medanos Health Care
Corp. (committee); and In re Boston Chicken, Inc. (bank
committee).

Ms. Mayer points out that Squire Sanders also has obtained
familiarity with the Debtors' businesses and affairs through its
prepetition representation of the several of the Debtors.
Squire Sanders has represented MCI Communications Corp. for many
years and, most recently, Squire Sanders has served as Sixth
Circuit Regional Counsel for several WorldCom Companies.
Pursuant to the Interim Order authorizing the Debtors to employ
professionals utilized in the ordinary course of business
entered by the Court on July 23, 2002, Squire Sanders was
retained as ordinary course counsel for the Debtors in these
cases.  However, Debtors plan to remove Squire Sanders from the
list of ordinary course professionals and propose to retain them
pursuant to Section 327 of the Bankruptcy Code.

As Sixth Circuit Regional Counsel, Ms. Mayer relates that Squire
Sanders presently represents the WorldCom Companies in numerous
litigation matters.  There are 19 open Ohio litigation matters
and 1 open litigation matter in Pennsylvania for breach of
contract claims, unauthorized advertising, bankruptcy and
restructuring proceedings, confirmation of arbitration awards,
breach of executive retention agreements, eminent domain
proceedings, customer contract disputes, contract bid protests
and discrimination cases.  Squire Sanders currently represents
MCI in 8 wage and hour claims in California.  Squire Sanders
expect to continue its representation in the Ohio litigation and
California wage and hour cases.

In addition, Ms. Mayer notes that attorneys in many of the
Firm's offices, including Washington, D.C., Tyson's Corner,
Brussels, Prague, Hong Kong, Taipei, and Milan, have provided
advice to and continue to advise the Debtors on
telecommunications and regulatory matters.  In the past, Squire
Sanders attorneys in Russia also provided advice to WorldCom
Companies on licensing and importation matters.  Attorneys in
the Firm's Brussels office advise WorldCom Companies on European
and Member State law and attorneys in several offices represent
WorldCom Companies before the European Court of First Instance.
Among the WorldCom Companies that Squire Sanders has represented
are MCI Communications Corp.; MCI Telecommunications Corp.; MCI
WorldCom Wireless, Inc; MCI WorldCom Network Services, Inc.;
UUNet; Intermedia Communication, Inc.; MCI WorldCom
Communications, Inc.; Intermedia Communication, Inc.; Skytel and
MCI WorldCom Telecommunications Corp. WorldCom Wireless
Communications, Inc. With respect to ordinary course services,
Squire Sanders expects to receive periodic assignments in which
it will be asked to give advice on international
telecommunications and regulatory matters.

The Debtors intend to retain Squire Sanders to perform the same
scope of duties as Weil Gotshal, without any unnecessary
duplication.  In particular, the Debtors want Squire Sanders to
perform these tasks when and to the extent that Weil Gotshal
does not:

-- take all necessary action to protect and preserve the estates
    of the Debtors, including the prosecution of actions on the
    Debtors' behalf, the defense of any actions commenced against
    the Debtors, the negotiation of disputes in which the Debtors
    are involved, and the preparation of objections to claims
    filed against the Debtors' estates;

-- prepare, on behalf of the Debtors, all necessary motions,
    applications, answers, orders, reports, and other papers in
    connection with the administration of the Debtors' estates;

-- negotiate and prepare on behalf of the Debtors a plan of
    reorganization and all related documents thereto; and

-- perform all other necessary legal services in connection with
    the prosecution of these Chapter 11 cases.

Squire Sanders seek compensation on an hourly basis at rates
that are in accordance with routine charges for professional
services rendered in comparable matters plus reimbursement of
actual and necessary out-of-pocket expenses incurred in
connection with the representation of the Debtors.  At present,
Squire Sander's hourly rates range from:

       Partners                    $300 - 550
       Counsel and Associates       200 - 525
       Legal Assistants              60 - 250

Squire Sanders Partner Stephen D. Lerner, Esq., assures the
Court that the firm does not hold or represent an interest
adverse to the Debtors' estates and is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy
Code, with respect to the matters for which it is to be
retained.  Moreover, the partners, counsel and associates of
Squire Sanders do not have any connection with the Debtors,
their estates or any other party-in-interest, their respective
attorneys and accountants, the United States Trustee or any
person employed in the office of the United States Trustee.

Mr. Lerner informs the Court that Squire Sanders currently is
owed $293,459.91 in accounts receivable for services rendered to
the Debtors prior to the Petition Date and has additional
unbilled time on behalf of the Debtors for $83,153.38.  Squire
Sanders will write-off these amounts. (Worldcom Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports Worldcom Inc.'s 11.250% bonds due 2007
(WCOM07USA1) are trading between 22.5 and 27. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.


* Leonard Hyman Affiliates With R.J. Rudden Associates, Inc.
------------------------------------------------------------
R.J. Rudden Associates, Inc., announced that Leonard S. Hyman
has become affiliated with the firm as a Senior Associate
Consultant.

Mr. Hyman is an international energy industry strategist, well
known in the energy and financial services sectors for the many
books and articles that he has published on energy, water and
telecommunications, for his involvement in utility
restructurings, financings and privatizations, and for his
highly expert, in-depth utility industry research analysis. For
more than ten years, Mr. Hyman was selected by Institutional
Investor magazine as one of the industry's leading research
analysts.

"We are extremely pleased that Leonard has joined us. He will
add tremendous breadth and depth to our firm's strategic
consulting practice, to which he will bring his knowledge in
international energy economics and finance, regulatory policy,
industry restructuring, privatization, and market
liberalization," said Richard J. Rudden, President and CEO of
Rudden. "Our firm's strategic energy consulting practice has
expanded substantially in recent years, and Leonard will add
further depth and quality to the full range of our services, as
well as new momentum to our growth. We look forward to Leonard's
participation in our continuing leadership role in the
industry."

Mr. Hyman added, "I am looking forward to working with Rich
Rudden and the Rudden team. Nowadays, to get it right, you need
engineers, economists, lawyers, accountants, executives and
marketers working together, and Rich has that kind of team."

In addition to his consulting association with Rudden, Mr. Hyman
serves as a Senior Industry Advisor to Salomon Smith Barney's
Global Power Group, and is on the advisory boards of Enertech
Capital, Excelergy, and the International Foundation for
Research in Experimental Economics. Previously, he was head of
the Utility Research Group and First Vice President at Merrill
Lynch. While there, he was also a member of the privatization
teams for offerings of British, Spanish, Mexican, Argentine and
Brazilian utilities. He has worked extensively on the creation
and financing of independent transmission companies, testified
before Congress, was a member of four advisory panels for the
U.S. Congress Office of Technology Assessment, was on the
advisory board of EPRI, and was a member of Blue Ribbon Task
Force advising on the reorganization of the North American
Electric Reliability Council.

Mr. Hyman is co-author of "America's Electric Utilities: Past,
Present and Future, Unlocking the Benefits of Restructuring: A
Blueprint for Transmission," and editor of "The Privatization of
Public Utilities." He is a Chartered Financial Analyst, and
holds a B.A. degree from New York University, and an M.A. in
economics from Cornell University.

R.J. Rudden Associates, Inc., is among the world's premier
strategic, economic and management consulting firms specializing
in energy matters. Throughout its history, Rudden has assisted
clients in such mission-critical areas as: economic and
financial analysis; strategic, management and marketing
services; industry restructuring support; litigation and
regulatory support; technical analysis; and implementation
support.

Serving more than 300 clients worldwide, Rudden's energy
industry professionals include experienced energy company senior
executives, energy economists, senior policy experts and
regulatory officials, engineers, renowned futurists, and
internationally respected subject matter experts. Many are
widely published and each is highly regarded for his or her
unique insight and targeted approach to problem solving.
Rudden's clients encompass the full range of the energy value
chain and cut across all market sectors, including energy
producers, the financial community, the legal and regulatory
community, new business ventures, and large energy consumers.

Rudden has offices in New York; Washington, D.C.; Houston;
Atlanta; Augusta, Maine; and San Francisco.


* BOND PRICING: For the week of September 9 - 13, 2002
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        4.500%  08/15/05    35
AES Corporation                        8.000%  12/31/08    35
AES Corporation                        8.750%  06/15/08    38
AES Corporation                        8.875%  02/15/11    31
AES Corporation                        9.375%  09/15/10    60
AES Corporation                        9.500%  06/01/09    59
Adelphia Communications               10.875%  10/01/10    35
Advanced Energy                        5.250%  11/15/06    72
Advanced Micro Devices Inc.            4.750%  02/01/22    69
Aether Systems                         6.000%  03/22/05    63
Alternative Living Services (Alterra)  5.250%  12/15/02     4
Alkermes Inc.                          3.750%  02/15/07    46
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    61
Amazon.com Inc.                        4.750%  02/01/09    62
Amazon.com Inc.                        4.750%  02/01/09    63
American Tower Corp.                   9.375%  02/01/09    64
American Tower Corp.                   6.250%  10/15/09    46
American & Foreign Power               5.000%  03/01/30    61
Amkor Technology Inc.                  9.250%  05/01/06    74
Amkor Technology Inc.                  9.250%  02/15/08    74
AnnTaylor Stores                       0.550%  06/18/19    62
Armstrong World Industries             9.750%  04/15/08    45
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    75
Best Buy Co. Inc.                      0.684%  06?27/21    64
Best Buy Co. Inc.                      2.250%  01/15/22    80
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    59
Borden Inc.                            8.375%  04/15/16    61
Borden Inc.                            9.250%  06/15/19    66
Borden Inc.                            9.200%  03/15/21    62
Boston Celtics                         6.000%  06/30/38    63
Brocade Communication Systems          2.000%  01/01/07    75
Brooks Automatic                       4.750%  06/01/08    74
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    73
CSC Holdings Inc.                      7.625%  07/15/18    70
CSC Holdings Inc.                      7.625%  04/01/18    74
CSC Holdings Inc.                      7.875%  02/15/18    70
CSC Holdings Inc.                      8.125%  07/15/09    74
Calpine Corp.                          4.000%  12/26/06    55
Calpine Corp.                          8.500%  02/15/11    55
Capital One Financial                  7.125%  08/01/08    68
Case Corp.                             7.250%  01/15/16    71
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    36
Charter Communications, Inc.           4.750%  06/01/06    44
Charter Communications Holdings        8.625%  04/01/09    67
Charter Communications Holdings        9.625%  11/15/09    65
Charter Communications Holdings       10.000%  04/01/09    56
Charter Communications Holdings       10.000%  05/15/11    62
Charter Communications Holdings       10.250%  01/15/10    55
Charter Communications Holdings       10.750%  10/01/09    70
Charter Communications Holdings       11.125%  01/15/11    68
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    72
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    57
Coastal Corp.                          6.500%  05/15/06    73
Coastal Corp.                          6.500%  06/01/08    60
Coastal Corp.                          6.950%  06/01/28    49
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Comcast Corp.                          2.000%  10/15/29    19
Comforce Operating                    12.000%  12/01/07    56
Computer Associates                    5.000%  03/15/07    72
Conexant Systems                       8.750%  10/15/08    74
Conseco Inc.                           8.750%  02/09/04     8
Continental Airlines                   4.500%  02/01/07    60
Continental Airlines                   7.568%  12/01/06    74
Corning Inc.                           3.500%  11/01/08    56
Corning Inc.                           6.300%  03/01/09    61
Corning Inc.                           6.750%  09/15/13    61
Corning Inc.                           6.850%  03/01/29    49
Corning Inc.                           8.875%  08/15/21    64
Corning Glass                          8.875%  03/15/16    69
Cox Communications Inc.                0.348%  02/23/21    69
Cox Communications Inc.                0.426%  04/19/20    37
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                6.800%  08/01/28    75
Cox Communications Inc.                6.950%  01/15/28    73
Cox Communications Inc.                7.750%  11/15/29    26
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    53
Crown Castle International             9.375%  08/01/11    56
Crown Castle International             9.500%  08/01/11    55
Crown Castle International            10.750%  08/01/11    67
Crown Cork & Seal                      7.375%  12/15/26    52
Crown Cork & Seal                      8.375%  01/15/05    74
Cubist Pharmacy                        5.500%  11/01/08    50
Cummins Engine                         5.650%  03/01/98    65
Dana Corp.                             7.000%  03/01/29    72
Dana Corp.                             7.000%  03/15/28    72
Delta Air Lines                        8.300%  12/15/29    59
Delta Air Lines                        9.000%  05/15/16    70
Delta Air Lines                        9.250%  03/15/22    67
Delta Air Lines                        9.750%  05/15/21    71
Delta Air Lines                       10.375%  12/15/22    74
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    69
Dobson/Sygnet                         12.250%  12/15/08    74
Dresser Industries                     7.600%  08/15/96    60
Dynegy Holdings Inc.                   6.875%  04/01/11    74
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                5.750%  05/15/08    74
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    69
Enzon Inc.                             4.500%  07/01/08    71
Equistar Chemicals                     7.550%  02/15/26    65
E*Trade Group                          6.000%  02/01/07    64
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    30
Fleming Companies Inc.                 5.250%  03/15/09    74
Fort James Corp.                       7.750%  11/15/23    74
Foster Wheeler                         6.750%  11/15/05    58
General Physics                        6.000%  06/30/04    52
Georgia-Pacific                        7.375%  12/01/25    70
Georgia-Pacific                        7.750%  11/15/29    72
Goodyear Tire                          7.000%  03/15/28    71
Gulf Mobile Ohio                       5.000%  12/01/56    62
Hanover Compress                       4.750%  03/15/08    70
Hasbro Inc.                            6.600%  07/15/28    70
Health Management Associates Inc.      0.250%  08/16/20    67
HealthSouth Corp.                      7.000%  06/15/08    69
Human Genome                           3.750%  03/15/07    65
Human Genome                           3.750%  03/15/07    66
Huntsman Polymer                      11.750%  12/01/04    67
ICN Pharmaceuticals Inc.               6.500%  07/15/08    65
IMC Global Inc.                        7.300%  01/15/28    75
IMC Global Inc.                        7.375%  08/01/18    69
Ikon Office                            6.750%  12/01/25    69
Ikon Office                            7.300%  11/01/27    74
Imcera Group                           7.000%  12/15/13    60
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    44
Inland Steel Co.                       7.900%  01/15/07    58
Interpublic Group                      1.870%  06/01/06    67
Juniper Networks                       4.750%  03/15/07    71
Kmart Corporation                      9.375%  02/01/06    27
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    62
LTX Corporation                        4.250%  08/15/06    71
Lehman Brothers Holding                8.000%  11/13/03    66
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    34
Level 3 Communications                 9.125%  05/01/08    62
Level 3 Communications                11.000%  05/01/08    60
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    46
Liberty Media                          4.000%  11/15/29    48
Lucent Technologies                    5.500%  11/15/08    55
Lucent Technologies                    6.450%  03/15/29    54
Lucent Technologies                    6.500%  01/15/28    36
Lucent Technologies                    7.250%  07/15/06    65
Magellan Health                        9.000%  02/15/08    30
Mail-Well I Corp.                      8.750%  12/15/08    46
Medarex Inc.                           4.500%  07/01/06    67
Mediacom Communications                5.250%  07/01/06    67
Mediacom LLC                           7.875%  02/15/11    64
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    68
Metris Companies                      10.125%  07/15/06    75
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    62
Mirant Americas                        7.200%  10/01/08    41
Mirant Americas                        7.625%  05/01/06    56
Mirant Americas                        8.300%  05/01/11    36
Mirant Americas                        8.500%  10/01/21    30
Mission Energy                        13.500%  07/15/08    75
Missouri Pacific Railroad              4.750%  01/01/20    70
Missouri Pacific Railroad              4.750%  01/01/30    63
Missouri Pacific Railroad              5.000%  01/01/45    60
Motorola Inc.                          5.220%  10/01/21    56
MSX International                     11.375%  01/15/08    66
NTL Communications                     7.000%  12/15/08    14
National Vision                       12.000%  03/30/09    60
Nextel Communications                  4.750%  07/01/07    69
Nextel Communications                  5.250%  01/15/10    64
Nextel Communications                  6.000%  06/01/11    67
Nextel Communications                  9.375%  11/15/09    74
Nextel Communications                  9.500%  02/01/09    64
Nextel Communications                 12.000%  11/01/11    74
Nextel Partners                       11.000%  03/15/10    59
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
ONI Systems Corporation                5.000%  10/15/05    70
OSI Pharmaceuticals                    4.000%  02/01/09    75
PG&E National Energy                  10.375%  05/16/11    74
Panamsat Corp.                         6.875%  01/15/28    72
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    65
Primedia Inc.                          8.875%  05/15/11    71
Providian Financial                    3.250%  08/15/05    57
Public Service Electric & Gas          5.000%  07/01/37    72
Photronics Inc.                        4.750%  12/15/06    69
Quanta Services                        4.000%  07/01/07    48
Qwest Capital Funding                  7.750%  02/15/31    55
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    33
Rite Aid Corp.                         7.125%  01/15/07    68
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    72
Rural Cellular                         9.625%  05/15/08    58
Ryder System Inc.                      5.000%  02/25/21    74
SBA Communications                    10.250%  02/01/09    50
SCI Systems Inc.                       3.000%  03/15/07    60
Saks Inc.                              7.375%  02/15/19    74
Sepracor Inc.                          5.000%  02/15/07    42
Sepracor Inc.                          7.000%  12/15/05    54
Silicon Graphics                       5.250%  09/01/04    54
Solutia Inc.                           7.375%  10/15/27    69
Sotheby's Holdings                     6.875%  02/01/09    70
Sprint Capital Corp.                   6.375%  05/01/09    70
Sprint Capital Corp.                   6.900%  05/01/19    70
TCI Communications Inc.                7.125%  02/15/28    74
Tenneco Inc.                          11.625%  10/15/09    72
Time Warner Enterprises                8.375%  03/15/23    74
Time Warner Inc.                       6.625%  05/15/29    69
Time Warner Inc.                       6.950%  01/15/28    73
Time Warner Telecom                    9.750%  07/15/08    54
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    66
Triton PCS Inc.                        8.750%  11/15/11    73
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
US Airways Passenger                   6.820%  01/30/14    71
US Airways Inc.                        7.960%  01/20/18    73
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    22
United Air Lines                      11.210%  05/01/14    33
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    62
US West Capital                        6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    71
US West Communications                 7.125%  11/15/43    73
Vesta Insurance Group                  8.750%  07/15/25    73
Viropharma Inc.                        6.000%  03/01/07    35
Weirton Steel                         10.750%  06/01/05    74
Westpoint Stevens                      7.875%  06/15/08    44
Williams Companies                     7.125%  09/01/11    64
Witco Corp.                            6.875%  02/01/26    67
Witco Corp.                            7.750%  04/01/23    74
Xerox Corp.                            0.570%  04/21/18    55
Xerox Credit                           7.200%  08/05/12    64


                           *********

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.

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