TCR_Public/020910.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 10, 2002, Vol. 6, No. 179     

                          Headlines
      
3DFX INTERACTIVE: Court Takes Hands Off Winding Up Proceeding
360NETWORKS: Court OKs Settlement Pact with Call-Net & Ledcor
AAMES: Further Extends Exchange Offer for 5.5% Notes to Sept. 20
ACOUSTISEAL INC: Files for Chapter 11 Reorganization in Missouri
ACOUSTISEAL INC: Chapter 11 Case Summary

ADELPHIA COMMS: Intends to Implement CLEC Contract Procedures
AIRLEASE LTD: Commences Trading on OTCBB Effective Yesterday
ALAMOSA HOLDINGS: Falls Below NYSE Continued Listing Standards
AMERICA WEST: Continues Upward Operational Improvement Trend
AMERICAN RESTAURANT: Hires PricewaterhouseCoopers as Accountants

AMES DEPARTMENT: Court Approves AFCO Insurance Financial Deal
ANC RENTAL: Enters into Two Agreements with Rosedale Dodge Inc.
ARMSTRONG WORLD: Charles Engle Retires Effective October 1, 2002
AURORA FOODS: Completes Share Distribution Under March '01 Pact
BEAR STEARNS: Fitch Affirms Low-B Ratings on Class F and H Notes

BETHLEHEM STEEL: Court Okays Indiana Flame Robotic Scarfing Pact
BRAINTECH INC: Board Approves 1-For-5 Reverse Stock Split
BORDEN CHEMICAL INC: Will Firm-Up New Credit Facility this Month
BUDGET GROUP: Bringing-In Latham & Watkins as Finance Counsel
CHILDTIME LEARNING: Fails to Beat Form 10-Q Filing Deadline

CIRTRAN CORP: June 30 Balance Sheet Upside-Down by $4 Million
COLD METAL: Gets Nod to Appoint Kurtzman Carson as Claims Agent
COMDISCO INC: Illinois Obtains More Time to File Tax Claims
CONDOR TECHNOLOGY: Closes Sale of Gov't Solutions Div. Assets
CONSECO: Lenders Waive Cross-Default Provisions Under Loan Pact

CONSOLIDATED FREIGHTWAYS: Court Approves 'First Day Motions'
CONSOLIDATED FREIGHTWAYS: Obtains Okay to Pay Prepetition Wages
CREDIT STORE: Court OKs Neligan Stricklin as Bankruptcy Counsel
DELTA AIR LINES: System Traffic Falls 6.8% in August 2002
DIAL CORP: Illinois Plant Workers' Union Nixes 4-Year Contract

EMAGIN CORP: Issues 8% Series B Conv. Notes to Two Investors
EMAGIN CORP: Conv. Promissory Note Maturity Extended to Sept. 30
EMAGIN CORP: Extends Sackler Secured Notes to September 30, 2002
ENRON CORP: ENA Exclusivity Extension Hearing Set for Sept. 19
EXIDE TECHS: Wins Approval to Create SPV to Finance Receivables

FRUIT OF THE LOOM: Claim Objection & Settlement Protocol Okayed
GLOBAL CROSSING: Wants Court to Deem Hindery Pact Non-Executory
HALLIBURTON CO.: Blaylock Initiates Coverage with 'Hold' Rating
HILTON HOTELS: Resolves Insurance Issue re Mortgage Bonds
INFINITE GROUP: Sends Letter to SEC to Withdraw Unsold Shares

INTEGRATED PACKAGING: Shareholders' Meeting Set for September 24
KAISER ALUMINUM: Wins Nod to Assume 1998 Bauxite Purchase Pact
KMART CORP: Gets Okay to Supply Confidential Info to Committees
LEAP WIRELESS: May Face Delisting after Shares Issuance to MCG
LODGIAN: Asks Court to OK Restructuring Fee Payment to Chilmark

LTV CORP: Court Okays Steel Unit to Settle Railway Assets Value
MESA AIR: Blaylock Initiates Coverage with Hold Recommendations
MONARCH DENTAL: Banks Demand $63.1MM Payment on Credit Facility
MTS/TOWER RECORDS: Extends Closing Date for Japanese Asset Sale
NATIONAL STEEL: Iron Ore Seeks Stay Relief to Setoff Claims

NATIONSLINK: Fitch Affirms Low-B Ratings on 4 Classes of Notes
NEOTHERAPEUTICS: Shareholders Okay 25-For-1 Reverse Stock Split
OMNI ENERGY: Completes $10M Sr. Credit Facility with PNC Entity
OWENS CORNING: Wants to Keep Exclusivity Until January 31, 2003
OWENS CORNING: Hooks Up with Ashland Finland to Distribute Goods

PACIFIC GAS: Creditors Accept Debtor's Proposed Chapter 11 Plan
PHOENIX GROUP: Asks Court to Approve Walsh Monzack as Attorneys
PPL CORPORATION: Forecasts 9% Increase in Core Earnings for 2003
PUBLIC SERVICE: $400 Million Participating Unit Offering Priced
RIVERWOOD INT'L: Tender Offers for Various Senior Notes Expire

SAFETY-KLEEN: Wins Nod to Lease Texas Bldg. as New Headquarters
SAIRGROUP FINANCE: Signs-Up Allen & Overy as Bankruptcy Counsel
SEEC INC: Fails to Comply with Nasdaq Listing Requirements
SLI INC: Files for Voluntary Chapter 11 Reorganization in Del.
SLI INC: Chap. 11 Case Summary & 20 Largest Unsecured Creditors

SPORTS CLUB: Comerica Bank Extends Credit Facility to Oct. 31
SUNBEAM CORPORATION: Ex-CEO Al Dunlap Settles SEC Allegations
TENNECO AUTOMOTIVE: Will Close Facility in Turkey by Year-End
TRANSCARE CORP: Chapter 11 Case Summary & 30 Largest Creditors
TRENWICK GROUP: Swiss Re Unit Buys Conv. Preferreds for $40 Mil.

UNIROYAL TECHNOLOGY: Turning to Buccino for Financial Advice
UNIVIEW TECH.: Nasdaq Will Knock Off Shares Effective Friday
US AIRWAYS: Look for Schedules and Statements on September 25
US AIRWAYS: Reaches Tentative Restructuring Agreement with CWA
US AIRWAYS: CWA Recommends Proposed Contract Changes Acceptance

US AIRWAYS GROUP: Revises Policies on Non-Refundable Fares
U.S. STEEL: Files Statement re Issuance of $600MM in Securities
WHEELING-PITTSBURGH: Receiver Appointed for Eichleay Properties
WILLIAMS COMMS: Has Until Nov. 18, 2002 to File Chapter 11 Plan
WILLIAMS COS: Completes Sale of Cove Point LNG Plant to Dominion

WORLDCOM INC: Signs-Up Howrey Simon as Special Insurance Counsel
WORLDCOM INC: DebtTraders Maintain "Strong Buy" Recommendation

                          *********

3DFX INTERACTIVE: Court Takes Hands Off Winding Up Proceeding
-------------------------------------------------------------
3dfx Interactive, Inc., (OTCBB:TDFX) announced that its petition
requesting that the Superior Court of Santa Clara County in San
Jose, Calif., take jurisdiction over its winding up proceeding
has been denied.

"While we are disappointed in the court's ruling, 3dfx intends
to pursue all available judicial and non-judicial avenues
necessary to effect its orderly dissolution," said Richard A.
Heddleson, President and Chief Executive Officer of the Company.
"While we cannot be certain as to the time required to complete
the dissolution process, 3dfx will be seeking to complete the
process as soon as possible."


360NETWORKS: Court OKs Settlement Pact with Call-Net & Ledcor
-------------------------------------------------------------
According to Alan J. Lipkin, Esq., at Willkie, Farr & Gallagher,
in New York, some Debtors and their Canadian affiliates -- 360
Group; CNCS Inc., Call-Net Enterprises, Sprint Canada Inc. and
Call-Net Technology Services Inc. -- Call-Net Group; and Ledcor
Industries (USA) Inc. and LIL Limited -- Ledcor Group, have a
three-way relationship due to the construction and delivery of
fiber optic cable on routes along the west coast of North
America.

                    Relationship With Call-Net

The Call-Net Group is one of the largest telecommunications
companies in Canada.  The 360 Group has worked with the Call-Net
Group since shortly after the 360 Group commenced business
operations.  The Call-Net Group is one of the 360 Group's major
customers and their relationship is an important component of
the 360 Group's going-forward business plan.

Prior to the Petition Date, the 360 Group (and its predecessors)
and the Call-Net Group entered into numerous license and other
agreements, providing for the monetary and other consideration
payable among the parties.

Pursuant to an amending agreement, dated May 2, 1998, between
certain members of the Ledcor Group and the Call-Net Group, the
Ledcor Group agreed, inter alia, to build, sell, and transfer to
certain members of the Call-Net Group certain U.S. West Coast
fiber optic assets running between cities such as Portland,
Sacramento, Oakland, and Los Angeles.

Thereafter, the Ledcor Group transferred and assigned the 1998
Amending Agreement to certain members of the 360 Group.

On or about April 28, 2000, certain members of the Call-Net
Group and the 360 Group entered into a Data Services Agreement.

The Call-Net Group and the 360 Group subsequently negotiated an
agreement and certain related documents, dated August 25, 2000,
concerning the purchase and sale of certain fiber optic assets.
Such transactions consisted of, inter alia:

  (i) the sale of and/or the assignment of indefeasible rights
      of use and/or the granting of sub-indefeasible rights of
      use relating to certain fiber optic assets from the Call-
      Net Group to the 360 Group;

(ii) the sale of and/or the assignment of indefeasible rights
      of use and/or the granting of sub-indefeasible rights of
      use relating to certain fiber optic assets from the 360
      Group to the Call-Net Group; and

(iii) certain related transactions.

Among the documents in the 2000 Agreement were:

  (a) a Fiber IRU Agreement between certain members of the Call-
      Net Group and the 360 Group, dated August 25, 2000 -- the
      Portland-Sacramento IRU Agreement;

  (b) the Fiber IRU Agreement between certain members of the
      Call-Net Group and certain members of the 360 Group, dated
      August 25, 2000 -- the Sacramento-Los Angeles IRU
      Agreement;

  (c) another Fiber IRU Agreement between certain members of the
      Call-Net Group and the 360 Group, dated August 25, 2000 --
      the 360 IRU Agreement;

  (d) the Canadian Fiber Sale Agreement between certain members
      of the Call-Net Group and the 360 Group, dated August 25,
      2000 -- the 360 Sale Agreement;

  (e) the Fiber Sale Agreement between certain members of the
      Call-Net Group and the 360 Group, dated August 25, 2000 --
      the Canadian FOTS Agreement; and

  (f) Reciprocal Sub-License Agreement between certain members
      of the Call-Net Group and the 360 Group, dated August 25,
      2000 -- the "Reciprocal Sub-License Agreement.

As part of the 2000 Agreement, the Ledcor Group entered into the
Undertaking to be Bound by the Other Members of the WFI Group --
a predecessor-in-interest to the 360 Group, dated August 25,
2000, in favor of certain members of the Call-Net Group.

Also pursuant to the 2000 Agreement, certain members of the 360
Group deposited with an escrow agent C$1,000,000 of the
purchase price payable to the applicable members of the Call-Net
Group.  Thereafter, from time to time the applicable members of
the 360 Group, as purchasers from the Call-Net Group under the
2000 Agreement, deposited into the escrow additional portions of
the purchase price payable to the applicable members of the
Call-Net Group.

A dispute arose, which led the 360 Group to sue the Call-Net
Group for unpaid amounts due for certain routes and the Call-Net
Group to assert counterclaims for routes that allegedly included
incorrect fiber or were undelivered.

                         The Settlement

To wind up the disputed transactions, Mr. Lipkin tells Judge
Gropper that the parties negotiated for a global settlement.

Accordingly, the Debtors seek the Court's authority to enter
into a settlement that will mutually release 360 Group and Call-
Net Group.  The Settlement Agreement provides that:

  (a) The Complaint and Counterclaim will be
      dismissed with prejudice;

  (b) The Call-Net Group, the 360 Group and the Ledcor Group
      release each other, as applicable, from any obligations
      to sell, grant or deliver:

      -- certain assets pursuant to 1998 Amending Agreement;

      -- certain assets related to the Portland-Sacramento IRU
         Agreement;

      -- certain assets related to the Sacramento-Los Angeles
         IRU Agreement; and

      -- certain routes pursuant to the 360 Sale Agreement and
         the 360 IRU Agreement;

  (c) The Debtors will release a potential $328,000 preference
      claim against members of the Call-Net Group;

  (d) In consideration of the dismissal of the Complaint, CNCS
      will pay $600,000 to 360 USA and provide to 360 USA space
      worth $150,000 along certain segments of the CNCS network,
      which must be used within 24 months from the Effective
      Date;

  (e) The 360 Group will pay the Call-Net Group $500,000 in
      satisfaction of all liabilities owing by the Ledcor Group
      and the 360 Group pursuant to the Reciprocal Sub-License
      Agreement in respect of certain licensing fees.  The
      Call-Net Group had asserted a liability exceeding
      $1,700,000;

  (f) The 360 Group will pay the Call-Net Group $2,000,000 and
      the Call-Net Group will pay the 360 Group CDN$230,000;

  (g) The Call-Net Group will receive $1,840,000 from a
      prepetition escrow related to the 2000 Agreement;

  (h) The Call-Net Group agrees to purchase a minimum of
      $8,000,000 of on-network products and services from the
      360 Group over the three-year period from January 1, 2003
      through December 31, 2005.  If the Call-Net Group's
      purchases fall below the committed amount, the Call-Net
      Group will pay the difference to the 360 Group;

  (i) The applicable members of the Call-Net Group and the 360
      Group:

      -- acknowledge the delivery of certain strands;

      -- agree to obtain the assignment of certain rights from
         third-parties; and

      -- agree to arrange certain fiber swaps with certain
         third parties;

  (j) The applicable members of the Call-Net Group and the 360
      Group will enter into one or more maintenance agreements
      in accordance with the 2000 Agreement; and

  (k) The applicable members of the Call-Net Group and the 360
      Group will execute and deliver an amendment to the Data
      Services Agreement, inter alia, reducing the monthly
      service rate paid by the 360 Group by CDN$116,000 per
      month.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mr. Lipkin contends that the motion should be granted
because:

    (1) the settlement is fair, equitable and in the best
        interest of the Debtors' estates;

    (2) the settlement would resolve the payments and other
        disputes with the Call-Net Group;

    (3) the settlement would resolve the disputed issues without
        costly and time-consuming litigation;

    (4) the settlement would enable the Debtors to fulfill
        important obligations to other parties, thereby saving
        the estates from potentially costly damage claims; and

    (5) the settlement would enable the Debtors to retain an
        important customer and fulfill important obligations
        consistent with the Debtors' business plan.

                        *     *     *

Judge Gropper allows the Debtors to enter into the Settlement
Agreement with Call-Net Group and the Ledcor Group.  Further,
the Court orders that:

  (a) the Debtors will not reject or terminate, or take any
      steps to reject or terminate any of the Call-Net/360
      Agreements pursuant to Section 365 of the Bankruptcy Code;

  (b) upon the effective date of the Plan of Reorganization in
      these cases or a sale of all, or substantially all, of the
      assets of the Debtors to be restructured and operated as
      a going concert whether by the Debtors or as a third-
      party buyer, all of the Call-Net/360 Agreements pursuant
      to which the applicable members of the Call-Net Group are
      not in material breach of any of their obligations will,
      as of the US Emergency Date, be deemed assumed by the
      Applicable Debtors;

  (c) in connection with the assumption of the Call-Net/360
      Agreements in these cases, the Debtors:

      -- will not be required to make any cure payments to
         the Call-Net Group pursuant to and in accordance with
         Section 365 of the Bankruptcy Code; and

      -- need not take any further steps to provide adequate
         assurance of future performance to the Call-Net Group
         to the extent otherwise required by Section 365 of the
         Bankruptcy Code, provided, however, that this
         subclause does not extend to any adequate assurance of
         future performance to be provided by any unrelated
         third party to whom the 360 Group seeks to assign any
         of the Call-Net/360 Agreements;

  (d) to the extent the Debtors do not assume any of the Call-
      Net/360 Agreements pursuant to Section 365 of the
      Bankruptcy Code because of a material breach of any of
      the Call-net Group's obligations as of the US Emergence
      Date under the agreements, all of the Call-Net Group's
      right respecting the Call-Net Proofs of Claim to assert
      prepetition claims relating to the agreements will be
      preserved;

  (e) the reference to the potential treatment of any of the
      agreements as executory contracts is solely for the
      purposes of the Motion and Order and will not be deemed
      an admission or determination by either the Debtors, the
      Call-Net Group or the Ledcor Group as to the
      characterization of any of the agreements or any of the
      Debtors' other contracts and agreements as executory
      contracts, secured financing, true sales, or otherwise;

  (f) all proceeds received by the Debtors, if any, pursuant
      to the Settlement Agreement will be held and applied as
      provided in the Cash Collateral Stipulation;

  (g) all of the Debtors' rights, titles and interests in, to
      or against any fibers, conduit, real property,
      intellectual property and any other assets, including,
      without limitation, cash that any member of the Call-Net
      Group is to receive from the Debtors pursuant to the
      Settlement Agreement will be transferred to the members
      of the Call-Net Group free and clear of any and all
      claims, liens, security interests, charges, mortgages or
      other encumbrances or conflicting claims against the
      Transferred Assets of any kind whatsoever, whether
      contractual, statutory or otherwise of any persons,
      including, without limitation, any Liens held by any
      lender to any of the Debtors; and

  (h) all parties rights concerning the allocation of any
      Proceeds or payments received or paid by the Debtors or
      their affiliates pursuant to the Settlement Agreement
      will be reserved. (360 Bankruptcy News, Issue No. 31;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)    


AAMES: Further Extends Exchange Offer for 5.5% Notes to Sept. 20
----------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 for any and all of
its outstanding 5.5% Convertible Subordinated Debentures due
2006 has been extended to 5:00 p.m., New York City time, on
Friday, September 20, 2002. The Exchange Offer expired Friday,
September 6, 2002, at 5:00 p.m., New York City time. The Company
reserves the right to further extend the Exchange Offer or to
terminate the Exchange Offer, in its discretion, in accordance
with the terms of the Exchange Offer.

As of Friday, the Company has received tenders of Existing
Debentures from holders of approximately $42.7 million principal
amount, or approximately 37.5%, of the outstanding Existing
Debentures.

The next scheduled semi-annual interest payment by the Company
on the Existing Debentures is due September 15, 2002. All
holders of Existing Debentures on the record date for the
interest payment, September 1, 2002, will be entitled to receive
the interest payment, including holders who have tendered their
Existing Debentures for exchange prior to the record date.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At March 31, 2002, the Company
operated 100 retail branches, 5 regional wholesale loan offices
and 2 National Loan Centers throughout the United States.

                           *    *    *

As reported in Troubled Company Reporter's June 19, 2002
edition, Moody's Investors Service took several rating actions
on Aames Financial Corporation. The investors service lowered
the company's Senior Debt Rating to Caa3 from Caa2. It also
affirmed its Ca rating on Aames' Subordinated Debenture. Rating
outlook stays at negative.

It is Moody's belief that potential loss severity to senior
unsecured bondholders would increase after Aames started its
previously announced exchange offer of its outstanding 5.5%
convertible subordinated debentures due 2006.

The company's liquidity and financial flexibility remain
constrained. It appears that Aames may have difficulty obtaining
the necessary resources to pay for its approximately $150
million unsecured senior debt maturing on November 15, 2003. It
also has short-term warehouse facilities with financial
covenants maturing before October 2003 and which critically
needed to be renewed to maintain its limited financial
flexibility.


ACOUSTISEAL INC: Files for Chapter 11 Reorganization in Missouri
----------------------------------------------------------------
AcoustiSeal, Inc., has filed for Chapter 11 protection with the
U.S. Bankruptcy Court in the Western District of Missouri,
listing total assets and liabilities of $111 million and $95
million, respectively. The case number is 02-44807. The filing
comes a week after the Company settled a lawsuit with principal
lender Deutsche Bank Trust Co. Americas. (New Generation
Research, September 8, 2002)


ACOUSTISEAL INC: Chapter 11 Case Summary
----------------------------------------
Debtor: AcoustiSeal, Inc.
        8485 Prospect Avenue
        Kansas City, MO 64132

Bankruptcy Case No.: 02-44807-fwk

Chapter 11 Petition Date: September 04, 2002

Court: Western District of Missouri (Kansas City)

Judge: Frank W. Koger

Debtor's Counsel: Cynthia Dillard Parres
                  Bryan, Cave LLP
                  1200 Main St., Suite 3500
                  One Kansas City Place
                  Kansas City, MO 64105-2122
                  816-855-3903
                  Fax : 816-374-3300
                  Email: cdillard@bryancavellp.com

                       and

                  Mark G. Stingley
                  Bryan Cave LLP
                  3500 One Kansas City Place
                  1200 Main St.
                  Kansas City, MO 64105-2152
                  816-855-3903
                  Fax : 816-374-3300
                  Email: mstingley@bryancavellp.com

Estimated Assets: $10-50 Million

Estimated Debts: $50-100 Million


ADELPHIA COMMS: Intends to Implement CLEC Contract Procedures
-------------------------------------------------------------
Adelphia Communications Debtors are parties to several hundred
Assigned Agreements for leased premises, equipment, and other
goods and services relating to the 14 CLECs.  Marc Abrams, Esq.,
at Willkie Farr & Gallagher, in New York, relates that the ACOM
Debtors will no longer have any use for these goods and services
after they disconnect service to their customers.

The ACOM Debtors seek to streamline the process of:

-- assuming and assigning those of the ACOM Agreements which may
   add value to these estates; and

-- rejecting Agreements that are of no benefit to the estates
   and cannot be profitably assumed and assigned to a third
   party.

During the next 90 days, the ACOM Debtors, with the assistance
of their professionals and ABIZ, will:

-- identify which of the agreements relating to the 14 CLECs are
   Assigned Agreements;

-- identify and transition those agreements that relate to the
   14 CLECs that are erroneously in the name of ABIZ; and

-- market certain of the ACOM Agreements and determine whether a
   third party is interested in purchasing the Debtors interest
   under these agreements.

By a motion, the ACOM Debtors seek the Court's authority to
implement these procedures relating to the assumption and
assignment, or rejection of the Assigned Agreements:

-- Any ACOM Agreement determined by the Debtors, in the exercise
   of their business judgment, to be of no value to the estates
   will be rejected after 5 business days written notice, via
   facsimile or overnight mail, to:

   a. the non-Debtor party to the ACOM Agreement at the last
      known address available to the Debtors;

   b. the office of the United States Trustee;

   c. counsel to the agents of the Debtors' prepetition and
      postpetition lenders;

   d. counsel to ABIZ; and

   e. counsel for the official committees appointed in these
      cases;

-- Unless one or more of the Notice Parties timely files an
   objection to a Rejection Notice, the applicable ACOM
   Agreement will be deemed rejected as of the date of the
   Rejection Notice unless otherwise agreed, in writing, by the
   Debtors and the non-Debtor party to the ACOM Agreement;

-- Claims arising out of the rejection of ACOM Agreements must
   be filed with the Bankruptcy Court or the claims agent
   retained in these cases by the later of:

   a. the deadline for filing proofs of claim established by the
      Court in these cases; or

   b. 30 days after the effective date of the rejection of the
      applicable ACOM Agreement;

-- The Debtors will be authorized to assume and assign any ACOM
   Agreement determined by the Debtors, in the exercise of their
   business judgment, to be of value to the estates if assigned
   to a third party following 5 business days written notice,
   via facsimile or overnight mail, the third party taking
   assignment of the ACOM Agreement and their counsel, and the
   Notice Parties;

-- Unless one or more of the Notice Parties timely files an
   objection to an Assignment Notice, including any objection to
   the Cure Obligation, they will be deemed to have consented
   to:

   a. the Debtors' assumption and assignment of the ACOM
      Agreement as of the date of the Assignment Notice; and

   b. will be forever barred and estopped from asserting or
      claiming against the Debtor or the applicable assignee of
      a respective ACOM Agreement that:

      * any amounts are due or defaults exist on account of
        obligations alleged to have accrued prior the date of
        the Assignment Notice other than the Cure Obligation, or

      * that any other requirement of Section 365 of the
        Bankruptcy Code has not been satisfied;

-- If an objection to a Notice of Assignment, including any
   objection to the Cure Obligation; or Notice of Rejection, is
   filed by a Notice Party and timely served upon counsel to the
   Debtors prior to the expiration of the 5-day notice period,
   the Debtors will seek a hearing to consider the objection at
   the Court's earliest convenience;

-- If an Objection is overruled by this Court or withdrawn, the
   applicable ACOM Agreement will be deemed rejected or assumed
   and assigned, nunc pro tunc as of the date of the applicable
   Rejection Notice or Assignment Notice; and

-- If the Debtors have amounts on account with the non-Debtor
   party to the ACOM Agreement pursuant to a prepetition or
   postpetition security deposit or other arrangement, or due to
   overpayment, then in any event the non-Debtor party must
   promptly return those amounts to the Debtors, except to the
   extent that the non-Debtor party formally requests by motion
   and receives permission from the Court to retain a portion of
   those amounts, or hold them in escrow, in which case the non-
   Debtor party must promptly return the remainder of these
   amounts to the Debtors.

Mr. Abrams assures the Court that the non-Debtor parties to the
ACOM Agreements will not be prejudiced by the Procedures
because, upon receipt of a Rejection Notice or Assignment
Notice, these counter-parties will have received specific
advance notice of the Debtors' intent to reject or assume and
assign their respective ACOM Agreement and the pre-approved
subsequent effective date of the rejection and or assumption.  
Mr. Abrams contends that the Procedures balance the need for an
expeditious reduction of burdensome costs to the Debtors'
estates while providing advance notice of the proposed
assumption or rejection to parties-in-interest.

Mr. Abrams asserts that the disposition of the ACOM Agreements,
and the attendant reduction in the estates' administrative
costs, reflects the Debtors' exercise of sound business
judgment. (Adelphia Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 9.875% bonds due 2007 (ADEL07USR2) are
trading at 43 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL07USR2
for real-time bond pricing.


AIRLEASE LTD: Commences Trading on OTCBB Effective Yesterday
------------------------------------------------------------
Airlease Ltd., A California Limited Partnership, (OTC Bulletin
Board: AIRL), commenced trading of its limited partnership units
on the OTC Bulletin Board (OTCBB) yesterday, September 9, 2002
under the ticker symbol "AIRL".  Information about the OTCBB can
be found at http://www.otcbb.com  

The move to the OTCBB followed the Partnership's receipt of
notice from the New York Stock Exchange that trading in the
Partnership's limited partnership units would be suspended prior
to the opening on Monday, September 9, 2002 and that the units
will be delisted because the Partnership no longer meets the
NYSE's continued listing criteria.


ALAMOSA HOLDINGS: Falls Below NYSE Continued Listing Standards
--------------------------------------------------------------
Alamosa Holdings, Inc. (NYSE: APS), the largest PCS Affiliate of
Sprint (NYSE: FON, PCS) based on number of subscribers, has been
formally notified by the New York Stock Exchange that its common
stock is "below criteria" for continued listing based on the
Company's average stock price and market capitalization for a
30-day trading period.  Under NYSE guidelines, Alamosa must
return its share price and 30-day average share price above
$1.00 by six months following receipt of NYSE's notification
subject to certain conditions. To address non-compliance with
the market capitalization standard, the Company must submit a
business plan showing how the $100 million-market capitalization
will be achieved within an 18-month period.  The NYSE will
review the plan and determine whether the Company's common stock
will continue to be eligible for trading on the NYSE.  If the
Company's shares cease to be listed on the NYSE, the Company
believes that an alternate trading venue will be available.  The
Company will submit a business plan to the NYSE within the time
frame required by the Exchange setting forth its strategy to
achieve the minimum required levels.

"We have already begun discussions with NYSE staff and have
developed a good working relationship," said David E. Sharbutt,
Chairman & Chief Executive Officer of Alamosa Holdings, Inc.  
"We are pleased with our progress to date. Our focus on
shareholder value is steadfast, and we are committed to
returning to compliance with both of the listing requirements.  
Our overall business is sound, generating positive EBITDA during
the first two quarters of 2002, and we believe we have adequate
funding to reach positive free cash flow. Moreover, we believe
the current sentiment toward the wireless industry will
gradually improve throughout the remainder of 2002 as wireless
operators report their results."

Alamosa Holdings, Inc., is the largest PCS Affiliate of Sprint
based on number of subscribers.  Alamosa has the exclusive right
to provide digital wireless mobile communications network
services under Sprint's PCS division throughout its designated
territory located in Texas, New Mexico, Oklahoma, Arizona,
Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington,
Oregon, Arkansas, Kansas, Illinois and California.  Alamosa's
territory includes licensed population of 15.8 million
residents.

Sprint operates the nation's largest all-digital, all-PCS
wireless network, already serving more than 4,000 cities and
communities across the country.  Sprint has licensed PCS
coverage of more than 280 million people in all 50 states,
Puerto Rico and the U.S. Virgin Islands.  In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices.  For more information on products and services, visit
http://www.sprint.com/mr  Sprint PCS is a wholly-owned
tracking stock of Sprint Corporation trading on the NYSE under
the symbol "PCS." Sprint is a global communications company with
approximately 75,000 employees worldwide and $26 billion in
annual revenues and is widely recognized for developing,
engineering and deploying state-of-the art network technologies.


AMERICA WEST: Continues Upward Operational Improvement Trend
------------------------------------------------------------
America West's (NYSE: AWA) on-time performance for July 2002 was
78.7 percent as reported in the Department of Transportation's
monthly Air Travel Consumer Report, an improvement over the 74.3
percent reported in July 2001.  From January through July,
America West ranked second in the industry in on-time
performance behind Continental Airlines.  America West's
percentage of cancelled flights in July was 1.6 percent, a 16-
percent improvement over July 2001.

"America West continues to provide reliable on-time performance
for our customers," said Jeff McClelland, executive vice
president, operations.  "As our load factors have increased and
we've restored our capacity to last year's levels, our employees
have done a fantastic job of providing exceptional customer
service."

America West reported 4.04 mishandled bags per 1,000 passengers,
an improvement over the 4.17 reported in July 2001.  Customer
complaints to the DOT declined by 57 percent from 4.83 per
100,000 passengers in July 2001 to 2.09 in July 2002.

The airline's on-time performance in its Phoenix hub improved in
July 2002 to 84.6 percent, from 80.0 percent in July 2001.  For
the period from January to July 2002, America West ranked number
one in the industry in on-time performance in Phoenix.

America West Airlines is the nation's largest low-fare, hub-and-
spoke airline.  Founded in 1983, it is the only carrier formed
since deregulation to achieve major airline status.  Today,
America West is the nation's eighth-largest carrier and serves
88 destinations in the U.S., Canada and Mexico.  America West is
a wholly owned subsidiary of America West Holdings Corporation,
an aviation and travel services company with 2001 sales of $2.1
billion.

As reported in Troubled Company Reporter's June 6, 2002 edition,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMERICAN RESTAURANT: Hires PricewaterhouseCoopers as Accountants
----------------------------------------------------------------
Ameerican Restaurant Group, Inc., engaged PricewaterhouseCoopers
LLP as its new independent accountants as of August 30, 2002.  
American Restaurant Group's Board of Directors approved the
action upon recommendation by its Audit Committee.

American Restaurant Group operated 193 sundry restaurants in
five different flavors, from sports grills (Local Favorite) and
casual dining (Spoons) to country cooking (Grandy's) and upscale
dining (Spectrum Foods). Today, ARG can lay claim to only one
type of eatery -- about 100 steak houses operating under the
Stuart Anderson's Black Angus and Stuart Anderson's Cattle
Company names. Founded by former CEO Anwar Soliman (who still
owns 17%) in 1964, ARG has been burdened with debt. To settle
those debts, the firm sold its four concept restaurants to NBACo
(Non-Black Angus Concepts, now known as Spectrum Restaurant
Group), which is majority-owned by Soliman.

American Restaurant Group's July 1, 2002 balance sheet shows a
working capital deficiency of about $17 million, and a
shareholders' equity deficit of about $170 million.


AMES DEPARTMENT: Court Approves AFCO Insurance Financial Deal
-------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates obtained
the Court's authority to enter into the Finance Agreement with
AFCO Premium Credit, LLC, which will be subsequently assigned to
AFCO Credit Corporation, wherein the Debtors will finance
payment of the Premium.

As previously reported, the Finance Agreement authorizes AFCO to
cancel the Policies upon default after giving any required
statutory notice.  AFCO is also authorized to obtain a return of
the gross Unearned Premiums, which may become payable under the
Policies for whatever reasons.  The Unearned Premiums represent
funds that are advanced by AFCO, on behalf of the Debtors and
which have not been applied by the insurers toward the purchase
price of insurance.  The funds would have been otherwise be
remitted back to the Debtors in the event the Policies were
cancelled.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
said that, under the Finance Agreement, the Debtors will make
a $946,552 down payment and finance the remaining $1,757,882 of
the Premium, which will be paid in eight monthly installments of
$223,044.  The first Installment was due on August 1, 2002.  The
annual interest rate charged by AFCO is 4%.  The total interest
to be paid by the Debtors to AFCO during the seven-month
financing period will be $26,473. (AMES Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Enters into Two Agreements with Rosedale Dodge Inc.
---------------------------------------------------------------
ANC Rental Corporation, Alamo Rent-A-Car LLC, National Car
Rental Systems Inc., and Spirit Rent-A-Car Inc., doing business
as Alamo Local Market Division, have entered into:

-- a Motor Vehicle Lease Agreement with Rosedale Dodge Inc.,
   doing business as Rosedale Leasing, for the lease of a
   minimum of 30,000 vehicles up to a maximum of 56,500 vehicles
   manufactured by Mitsubishi; and

-- a Security Agreement providing for a $6,000,000 security
   deposit, securing the Debtors' obligations to Rosedale under
   the Motor Vehicle Lease Agreement.

By this motion, the Debtors ask the Court to approve these
agreements.  Bonnie Glantz Fatell, Esq., at Blank Rome Comisky &
McCauley LLP, in Wilmington, Delaware, relates that the Debtors'
entered into these agreements because their business requires
them to offer new and high quality vehicles to their customers.

                  The Motor Vehicle Lease Agreement

The Debtors obtain new vehicles either by:

-- entering into a lease with a manufacturer or other third
   party supplier, including Rosedale, for a designated period
   of months and at designated monthly rates, or

-- purchasing the vehicles either outright or pursuant to a
   manufacturer repurchase program through their special purpose
   non-debtor subsidiaries.

Vehicles that are purchased must be financed, which the Debtors'
special purpose non-debtor subsidiaries have primarily done
through asset-backed financing agreements.  Vehicles leased
directly to the Debtors by manufacturers or third party
suppliers including Rosedale have smaller capital requirements
and as a result is a much more cost-effective means of acquiring
vehicles for use in the Debtors' rental car businesses.

The Debtors typically hold vehicles in their daily rental fleet
for up to 12 months, with the average vehicle age being six
months -- with the exception of Alamo Local, serving the
insurance replacement market, which usually holds vehicles up to
20 months.  The Debtors typically return or sell 20,000 vehicles
per month under their various agreements with vehicle
manufacturers and suppliers.

Rosedale is a Minnesota corporation in the business of leasing
motor vehicles to rental car companies and independently leases
or arranges for the supply of cars of a variety of
manufacturers, including vehicles obtained or purchased from
Mitsubishi Motor Sales of America.  The Debtors' business
relationship with Rosedale goes back prior to the Petition Date.  
The lease between Rosedale and the Debtors is designed to
address the Debtors' need to obtain, within the next two years,
additional vehicles for their business operations.

The Vehicle Lease Agreement provides that the Debtors will lease
from Rosedale:

* a minimum of 15,000 2003 model year Mitsubishi vehicles and a
  maximum of 29,000 2003 model year Mitsubishi vehicles, and

* a minimum of 15,000 2004 model year Mitsubishi vehicles and a
  maximum of 27,500 2004 model year Mitsubishi vehicles.

Pursuant to the lease, Rosedale will begin delivery of vehicles
to the Debtors on or before September 30, 2002.

                         Security Agreement

The Security Agreement provides, among other things, that the
Debtors will transfer to Rosedale $6,000,000 in immediately
available cash as security for the Debtors' obligations under
the lease.  Upon an Event of Default, Rosedale may use the
security to cure any defaults or compensate Rosedale for any
damage sustained or to be sustained, including without
limitation, amounts due under the Lease.

The Security Agreement further provides that the Debtors will
grant to Rosedale a security interest in all of their right,
title and interest in and to the security deposit and all rights
to payment and proceeds thereof.  Under the same Security
Agreement, upon any drawdown on all or any portion of the
security by Rosedale, the Debtors are obligated to replenish the
security to its original sum.

The parties have agreed that Rosedale may exercise all remedies
upon the Debtors' default provided under the Lease and Security
Agreement without seeking relief from the automatic stay.
Rosedale will file a notice with the Court and deliver the same
notice to the Debtors' counsel.  Upon the filing and servicing
of the Default Notice, Rosedale will be entitled to, and the
Debtors will make all efforts to facilitate, an emergency Court
hearing no later than five business days thereafter.  The sole
issue to be determined is whether or not the default identified
in the Default Notice occurred.  The parties have also agreed
that any allowed claims that Rosedale may have under the Lease
or Security Agreement will attach as a first priority lien to
the proceeds of any sale, transfer or assignment of all or any
portion of the Lease, with priority over all other interests in
the proceeds pursuant to Section 364(c) of the Bankruptcy Code.
(ANC Rental Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARMSTRONG WORLD: Charles Engle Retires Effective October 1, 2002
----------------------------------------------------------------
On August 30, 2002, Charles Engle, president and CEO of the
Armstrong Cabinet Products business unit of Armstrong World
Industries, announced his retirement, effective October 1, 2002.
Engle is to be succeeded by David E. Gordon, vice president of
Marketing for ACP.

Armstrong World Industries filed for Chapter 11 reorganization
on December 6, 2000, in the U.S. Bankruptcy Court for the
District of Delaware.

The Company makes interior finishing building materials such as
floor coverings and acoustical ceiling and grid systems. Through
its Triangle Pacific Corp. and DLW Aktiengesellschaft
subsidiaries, Armstrong leads the world in the manufacture of
hardwood flooring. The company's other products include cabinets
and sports surfaces. Armstrong sells its products to dealers,
home center chains, and contractors. The US accounts for about
three-fourths of the company's sales.


AURORA FOODS: Completes Share Distribution Under March '01 Pact
---------------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR), a producer and marketer of
leading food brands, has made the final distribution of common
stock to members of the shareholder class under the terms of the
March 2001 shareholder-settlement agreement.  As stipulated in
the agreement, this distribution took place after Gilardi & Co.,
the third-party claims administrator appointed by the court,
completed the claims processing and determined the final members
of the settlement class.

The Company distributed approximately 5.3 million shares of
common stock to members of the settlement class on September 6,
2002, as settlement for the remaining $7.5 million portion of
the common stock component of the settlement.  The distribution
was made using treasury shares received in 2001 from former
management and through the issuance of an additional 2.7 million
common shares.

Under terms of the settlement agreement, the common stock
component of the total shareholder settlement was $10.0 million.  
The distribution follows a May 2001 distribution of 465,342
shares, equivalent to $2.5 million, and finalizes the Company's
obligations under the shareholder-settlement agreement.

Aurora Foods Inc., based in St. Louis, is a producer and
marketer of leading food brands including Duncan Hines(R) baking
mixes; Log Cabin(R) and Mrs. Butterworth's(R) syrups;
Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen
seafood; Aunt Jemima(R) frozen breakfast products; Celeste(R)
frozen pizza and Chef's Choice(R) skillet meals.  More
information about Aurora Foods Inc., may be found on the
corporate Web site at http://www.aurorafoods.com

                            *    *    *

At June 30, 2002, Aurora Foods' balance sheet shows a working
capital deficiency of about $15 million.

As reported in Troubled Company Reporter's July 26, 2002
edition, the Company said that its cost-effectiveness program
continued to help improve operating results and drive
unnecessary costs out of the business. Major projects include
moving distribution and syrup production to the St. Elmo
facility, various purchasing savings as well as the previously
announced closing of the West Seneca bagel plant.

In June, the Company announced $62.6 million of new capital
from its banks and major shareholders. At that time, the Company
also said it had retained Merrill Lynch and JPMorgan to
investigate a range of strategic alternatives, including the
sale of certain assets or businesses. Expenses related to the
issuance of warrants and previously deferred financing expenses
have been reflected in the second- quarter results.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Class F and H Notes
----------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Inc.'s commercial
mortgage pass-through certificates, series 1998-C1, $85.1
million class A-1, $417.2 million class A-2 and interest only
class X are affirmed at 'AAA' by Fitch Ratings. In addition,
Fitch affirms the following classes: $35.7 million class B at
'AA'; $32.2 million class C at 'A'; $32.2 million class D at
'BBB'; $8.9 million class E at 'BBB-'; $12.5 million class F at
'BB+' and $5.4 million class H at 'BB-'. Fitch does not rate the
$12.5 million class G, $17.9 million class I, $4.6 million class
J or $5.9 million class K certificates. The ratings affirmations
follow Fitch's annual review of the transaction, which closed in
June 1998.

The ratings affirmations are due to the high weighted average
debt service coverage ratio of the pool and low amount of
delinquent and specially serviced loans since origination. As of
year-end 2001, the weighted average DSCR for the pool has
increased to 1.88 times, from 1.85x as of YE 2000 and 1.62x at
issuance. The weighted average DSCR was calculated using
financial statements collected by the master servicer, ORIX
Capital Markets for 100% of the loans remaining in the pool.

Since issuance the transaction's aggregate balance has been
reduced by 6.2% to $670.1 million from $714.7 million at
closing. Currently the pool is collateralized by 144 commercial
mortgage loans. Significant property type concentrations include
retail (39%), office (17%), multifamily (15%), industrial (9%)
and hotel (6%) loans. The properties are well diversified
throughout the country with significant concentrations in
California (27%), New York (16%) and Florida (9%).

Of concern in the transaction is one loan in special servicing
and five loans with DSCRs below 1.0x. The loan in special
servicing is a $1.4 million Kmart store located in Greensboro,
NC which is 30 days delinquent. The store was put on the closing
list following Kmart filling bankruptcy earlier this year. Kmart
has since moved out of the space and is no longer paying rent.
It is likely the special servicer will pursue foreclosure on the
property. The five loans with DSCRs below 1.0x representing
1.65% of the pool, all remain current but have occupancy issues.
Fitch will continue to monitor these loans for further
deterioration.

Fitch analyzed each loan in the pool and assumed greater than
expected probability and loss severity for loans of concern. The
required credit enhancement that resulted from this remodeling
of the pool, coupled with the lack of expected losses resulted
in the rating affirmations.


BETHLEHEM STEEL: Court Okays Indiana Flame Robotic Scarfing Pact
----------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates obtained
permission from the Court to enter into a Robotic Slab Scarfing
Agreement with Levy Indiana Slag Company, doing business as
Indiana Flame Services.

Indiana Flame will provide the robotic scarfing facility, which
includes all equipment, tools and related property.  Indiana
Flame will design, construct, install, commission and test the
operability of the Facility.  Indiana Flame will continue to own
and operate the equipment in the area.  The area in Burns
Harbor, where the facility will be constructed and operated,
will be leased to Indiana Flame.

                       The Scarfing Agreement

On July 25, 2002, the Debtors and Indiana Flame entered into an
Agreement containing these terms:

A. Term:

   The Agreement shall be for 10 years and may be extended for
   successive two-year terms unless and until terminated by
   either party upon 12 months' notice.  The Parties may
   negotiate changes in the contract fees prior to every
   extension to reflect the amortization of Indiana Flame's
   fixed assets.

B. Construction Job:

   Indiana Flame shall design, construct, install, commission,
   test and otherwise do all things necessary to provide the
   Facility.

C. Scarfing Services:

   Indiana Flame shall perform all the work and provide all
   goods and services associated with the operation of the
   Facility, including the furnishing of all materials, tools,
   equipment, labor and supervision.

D. Fees:

   The Debtors will pay $49,500 per month while the variable fee
   will be calculated as:

   -- $4.90 per ton for the first 20,000 tons of slabs scarfed;

   -- $3.33 per ton for the second 20,000 tons;

   -- $2.33 per ton for the third 20,000 tons; and

   -- $2.13 per ton for all additional tons.

   The Fixed Fee shall be counted beginning on the 91st day
   after the first prime slab is successfully scarfed, provided
   that Indiana Flame produces slabs that meet certain quality
   specifications at the rate of 65,000 tons per month.  If
   Indiana Flame produces Quality Slabs prior to the 90th day,
   it will be entitled to a bonus the parties would agree on.

   The Construction Job cost shall not exceed $1,681,350 but not
   less than $1,375,650, to be paid on a set milestone.

E. Changes to Fees:

   The Debtors shall have the right to increase or decrease the
   amount of work to be performed by Indiana with the contract
   fees adjusted accordingly.

F. Assignment:

   Indiana Flame shall not assign its rights under the Agreement
   without the prior written consent of the Debtors, unless the
   assignment is to any affiliate or subsidiary of Indiana
   Flame.  The Debtors may assign the Agreement upon written
   notice to Indiana Flame to any person purchasing Burns Harbor
   Division or to a purchaser or any joint venture for Burns
   Harbor Division.  If the buyer or joint venture expressly
   assumes all the Debtors' obligations under the Agreement,
   the Debtors shall be released from their liabilities and
   obligations under the Agreement, except for those that arose
   before the assignment.  However, if the buyer or joint
   venture does not assume all the Debtors' liabilities and
   obligations under the Agreement as of the sale or transfer,
   or the Debtors do not make reasonably suitable contractual
   arrangements to enable Indiana Flame to continue to perform
   under the Agreement, then the Debtors shall terminate the
   Agreement for convenience.

G. Indemnification:

   Indiana Flame shall indemnify, defend and save harmless the
   Debtors from and against all loss or liability for or on
   account of any injury or damages received or sustained by
   Indiana Flame or any of its subcontractors:

   -- arising from the use of any of the Debtors' utilities,
      tools, equipment, or materials as well as in respect of
      any failure of the same to be suitable for the intended
      purpose, regardless of the Debtors' negligence,

   -- by any act or omission, whether negligent or otherwise, of
      the Debtors or any of their employees, agents or invitees,
      or the condition of the Leased Premises or the Debtors'
      other property, or

   -- by any act or neglect of Indiana Flame or any of its
      subcontractors, including any breach or alleged breach of
      the Agreement.

   Indiana Flame waives any workers' compensation statutory
   immunity as it may relate to Indiana Flame's indemnity of the
   Debtors for employee injuries, death, or damages.

   The Debtors shall indemnify, defend and save harmless Indiana
   Flame from and against all loss or liability for or on
   account of any injury or damages sustained by any with regard
   to activities on or within the Leased Premises.  Certain of
   the parties' obligations to indemnify shall be limited to
   $1,000,000 for judgments and settlements in excess of defense
   costs.

H. Termination Without Default:

   If during the term of the Agreement, new technologies are
   developed that materially decrease Indiana Flame's cost of
   performance, the Debtors may give Indiana Flame notice of
   its desire to renegotiate the fees payable to the Internal
   Revenue Service.  If an agreement is not reached within two
   months, the Debtors may terminate the Agreement on one year's
   written notice.  If the Debtors change their practices so
   that Indiana Flame's cost of performance is substantially
   increased, Indiana Flame may give the Debtors notice of its
   desire to renegotiate the fees payable to Indiana Flame.  If
   an agreement is not reached within two months, Indiana Flame
   may terminate the Agreement on one year's written notice.  If
   Indiana Flame's performance is repeatedly and frequently
   unsatisfactory, the Debtors may terminate the Agreement by
   three months' prior written notice.  If all or any part of
   the Burns Harbor Division is shut down or substantially
   curtailed by the Debtors, the Debtors' obligations to
   purchase Indiana Flame's services under the Agreement may be
   reduced or the Debtors may terminate the Agreement upon three
   months' written notice.  Either party may terminate the
   Agreement for convenience at any time upon written notice.

I. Termination for Default:

   If either party defaults in its performance under the
   Agreement and the default continues for one month after
   written notice of the default, the non-defaulting party may
   terminate the Agreement upon one month's written notice.

J. Disposition of Property Upon Expiration:

   In the event of the Agreement's expiration, during the 30-day
   period prior to the expiration date, the parties shall
   negotiate the Debtors' purchase of all or any portion of
   Indiana Flame's spare parts inventory at book value, and the
   Debtors' purchase of Indiana Flame's fixed assets at the
   Facility (excluding the Robotic Scarfing Unit, which the
   Debtors shall not have the right to purchase) at fair market
   value.  After the parties have determined which property the
   Debtors will purchase, Indiana Flame will remove the
   remaining property within 180 days.

K. Disposition of Property Upon Debtors' Termination Without
   Indiana Flame Breach, or Indiana Flame Termination Upon
   Debtors' Change in Practice:

   If the Debtors terminate the Agreement in the absence of a
   breach by Indiana Flame, or if Indiana Flame terminates the
   Agreement after a change in practice by the Debtors, the
   Debtors shall have the obligation to purchase all of Indiana
   Flame's fixed assets and spare parts inventory at the
   Facility, excluding the Robotic Scarfing Unit, at a price
   equal to the higher of fair market value or book value,
   calculated on a 10-year straight line basis, so long as
   Indiana Flame permits the Debtors to continue to use the
   Robotic Scarfing Unit by paying Indiana Flame $20,000 per
   month.  Indiana Flame shall remove any additional materials
   not purchased by the Debtors within 180 days.

L. Disposition of Property Upon Termination for Convenience by
   Indiana Flame or Breach by Indiana Flame:

   In the event of Indiana Flame's termination for convenience
   or the Debtors' termination for Indiana Flame's breach, the
   Debtors shall have the right, upon 30 days written notice, to
   purchase all of Indiana Flame's fixed assets at the Facility
   (excluding the Robotic Scarfing Unit) at a price equal to
   book value calculated on a 10-year straight line basis and
   the right to purchase any of Indiana Flame's spare parts
   inventory at book value. The Debtors shall also have the
   right to continue to use the Robotic Scarfing Unit by paying
   Indiana Flame $20,000 per month.  In addition, Indiana Flame
   shall pay $900,000 to the Debtors as liquidated damages, and
   not as a penalty.  Indiana Flame shall remove any additional
   materials not purchased by the Debtors within 180 days.

M. Disposition of Property Upon Termination for Convenience by
   Debtors or Breach by Debtors:

   In the event of the Debtors' termination for convenience or
   Indiana Flame's termination for the Debtors' breach, the
   Debtors shall purchase all of Indiana Flame's fixed assets at
   the Facility (excluding the Robotic Scarfing Unit) and
   Indiana Flame's spare parts inventory at a price equal the
   greater of fair market value or book value calculated on a
   10-year straight-line basis. In addition, the Debtors shall
   pay $900,000 to Indiana Flame as liquidated damages, and not
   as a penalty. Indiana Flame shall remove any additional
   materials not purchased by the Debtors within 180 days.

N. Most Favored Customer:

   Indiana Flame warrants that the prices, provisions concerning
   cost reductions, and other terms and conditions of the
   Agreement are the most favorable offered by Indiana Flame for
   the services provided in the Agreement for similar services
   to other domestic customers.

O. Legal Compliance:

   In performing the Work, Indiana Flame shall comply and shall
   cause its subcontractors, suppliers, agents and invitees to
   comply with all applicable federal, state and local laws,
   rules, regulations, permits and Presidential Executive
   Orders.  In addition, all Work delivered under this
   Agreement shall be in compliance with all applicable federal,
   state and local laws, rules, regulations, permits and
   Presidential Executive Orders.

P. Title:

   The Debtors, at all times, will have title to, and exclusive
   Ownership of, all slabs or steel products on which Indiana
   Flame is performing work under the Agreement and of the
   Leased Premises.  Any plans and specifications developed,
   excluding plans and specifications which are proprietary,
   shall be the Debtors' sole and exclusive property.
   Indiana Flame shall maintain the Debtors' property,
   including the Leased Premises, and shall be solely
   responsible for the protection thereof.

Q. No Liens:

   Neither Indiana Flame nor any assignee, subcontractor,
   workman, material man, or other person shall file or perfect
   any lien or attachment against the Debtors' property or
   against any monies then due or to become due by the Debtors
   to Indiana Flame for any labor, services, goods, or materials
   furnished in or for the performance of the Agreement.  If any
   Lien should be filed or perfected, Indiana Flame shall
   promptly discharge, by bond or otherwise, any Lien or
   attachment and indemnify, defend, and save harmless the
   Debtors against any loss or expense in connection therewith.

R. Taxes:

   The Debtors shall pay all federal, state, and local taxes and
   other assessments that may be levied or imposed upon the
   Leased Premises. Indiana Flame shall pay all federal, state,
   and local taxes and other assessments that may be levied or
   imposed against any machinery, equipment, or supplies or
   other property of Indian Flame.

                       The Lease Agreement

The Debtors and Indiana Flame also entered into the Lease
Agreement, dated July 25, 2002, in order for Indiana Flame to
exercise its rights and performance of its obligations under the
Scarfing Agreement.  The terms are:

A. Lease:

   The Debtors will lease to Indiana Flame the Leased Premises,
   known as the Stripper Building, located in Burns Harbor,
   Indiana, for the purpose of Indiana Flame's exercise of its
   rights and performance of its obligations under the
   Agreement in connection with the construction, operation, and
   maintenance of the Facility.

B. Term:

   The term of the Lease will extend six months after the
   Expiration or termination of the Scarfing Agreement.

C. Rent:

   Indiana Flame will pay no monetary rent for the use of the
   Leased Premises.

D. Taxes:

   Indiana Flame will pay all taxes, levies, and assessments
   that become due and payable with respect to Indiana Flame's
   use of the Leased Premises and with respect to any property
   of Indiana Flame located on the Leased Premises and the
   easement lands.

E. Assignment:

   Indiana Flame will not sell, assign, or encumber the Lease
   nor sublet the Leased Premises without the Debtors' prior
   written consent. (Bethlehem Bankruptcy News, Issue No. 21;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1),
DebtTraders reports, are trading at 9.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


BRAINTECH INC: Board Approves 1-For-5 Reverse Stock Split
---------------------------------------------------------
Braintech, Inc. (OTC-BB:BNTI), announced the Board of Directors
has approved a 1-for-5 reverse stock split of its common stock.
Under the guidelines of regulatory and company act requirements
the Directors deliberated the need for and ratio of the reverse
stock split and unanimously agreed that the restructuring is in
the best interest of the Company.

The consolidated common stock commenced trading effective at the
opening on Monday morning, September 9, 2002 under the new
trading symbol BRHI. The Company's new Cusip number is
105022206.

Owen Jones, CEO, states, "The Company is undergoing a
transformation from research and development to a revenue
generating operation. Relative to our transformation and general
market conditions, the Company is undergoing restructuring
initiatives that are intended to position the company for
growth. The Board of Directors deems a reverse split as an
essential initiative for the long term health of the Company and
its shareholders."

Braintech's "Vision-Guided Robotic" technologies are
revolutionizing manufacturing by giving industrial robots the
"eyes" to handle and assemble parts with a high degree of
consistent quality and productivity. Braintech's scientific
capabilities, engineering expertise and commitment to support
have been embedded in the company's VGR development system
called "eVF", which provides the means for rapid and rock solid
application development, operation and remote support over the
Internet. Visit http://www.braintech.com for more information  
about the company.


BORDEN CHEMICAL INC: Will Firm-Up New Credit Facility this Month
----------------------------------------------------------------
As previously reported in Borden Chemical, Inc.'s June 30, 2002
Form 10-Q filing with the Securities and Exchange Commission,
the company is in the process of negotiating a new credit
facility.

Borden Chemical expects the secured facility to be finalized
this month, following completion of required documentation.
Fleet Bank, the lead bank in the syndication, has advised the
company that the facility is substantially committed. Until the
facility is finalized, Borden Chemical has the ability to meet
its working capital requirements by borrowing from Borden Foods
or other affiliates, if necessary.

Based in Columbus, Borden Chemical is a leading global source
for industrial resins and adhesives, formaldehyde, UV-light
curable coatings and other chemical products serving a broad
range of markets including the forest products, construction,
fiber optics, oilfield, composites, electronics, automotive and
foundry industries. You can find Borden Chemical on the Web at
http://www.bordenchem.com

                           *   *   *

As reported in Troubled Company Reporter's September 5, 2002
edition, Standard & Poor's Ratings Services placed its ratings
on Borden  Chemical Inc., including the double-'B'-plus
corporate credit  rating, on CreditWatch with negative
implications. The company  has about $569 million in total debt
outstanding.

"The CreditWatch placement reflects heightened concerns related
to the company's credit profile, which has deteriorated due to a
sizable debt burden, still challenging conditions in the
chemical sector, and the disclosure that the completion of the
company's new credit facilities has been delayed beyond earlier
expectations," said Standard & Poor's credit analyst Peter
Kelly.

The CreditWatch placement highlights the risk of a downgrade if
new credit agreements are not finalized during September as
announced. The new facilities, which will be secured by Borden
assets, are believed to be substantially committed and in the
final stages of negotiation with a group of banks. Accordingly,
Borden Chemical's borrowing capacity is currently limited to
arrangements with its affiliate, Borden Foods Holdings. The
current ratings reflect Standard & Poor's view that current
sources of capital, and cash on the balance sheet, will be
sufficient to meet the near-term requirements of the business,
but these arrangements are limited in terms of the ongoing
transparency necessary to support the current ratings.


BUDGET GROUP: Bringing-In Latham & Watkins as Finance Counsel
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates want to employ and
retain Latham & Watkins as its special structured finance
counsel in connection with these Chapter 11 cases pursuant to
Section 327(e) of the Bankruptcy Code.

Robert L. Aprati, the Debtors' Executive Vice President, General
Counsel and Secretary, relates that Latham has been the Debtors'
counsel with respect to the establishment, development, and
ongoing maintenance of the Debtors' multi-million dollar
structured automobile fleet financing program for the last two
and a half years.  The Debtors anticipate that Latham will
provide the legal support required by the Debtors in connection
with the negotiation, documentation and closing of numerous
financing transactions involved with the Debtors' Fleet
Financing Program.  This support will include, but not be
limited to, drafting, reviewing and advising the Debtors on
various motions and orders related to the Fleet Financing
Program, and making appearances before the Court, as necessary,
in connection to these matters.

Through their representation of the Debtors, the members of
Latham have become uniquely and thoroughly familiar with the
Debtors and their business affairs.  The members, counsel and
associates of Latham who will represent the Debtors in
connection with the matters upon which Latham is retained have
extensive knowledge and expertise in all aspects of secured
finance work and the treatment of any issues in the context of a
Chapter 11 bankruptcy.  The Debtors believe that Latham's
continued representation in connection with their structured
finance issues is essential to a successful Chapter 11 process
and will provide a substantial benefit to their estates.

Latham will charge the Debtors for its legal services on an
hourly basis in accordance with its ordinary and customary rates
for matters of this type in effect on the date services are
rendered.  Latham will also seek reimbursement of all costs and
expenses incurred in connection with these cases.  Latham's
hourly billing rates currently range from:

       Attorneys               $725 - $225
       Paraprofessionals       $190 - $125

These hourly rates are subject to periodic increases in the
normal course of Latham's business.

Latham partner Laura A. DeFelice, informs the Court that the
Firm has received a $250,000 retainer in connection with
Latham's representation of the Debtors relating to structured
finance matters.  This amount will constitute as a retainer in
respect to future services to be rendered and future
disbursements and charges to be incurred in connection with the
Debtors' Chapter 11 cases.  In addition to the Retainer, within
one year prior to the Petition Date, Latham has received
$836,605.97 on account of legal services rendered on behalf of
the Debtors, plus an additional $84,000, which will be applied
to prepetition fees and expenses.  If any amount remains after
application to prepetition fees, Latham proposes to add the
remaining amount to its current retainer.

Ms. DeFelice assures the Court that Latham, its members, counsel
and associates do not represent or hold any material adverse
interest to the Debtors or their estates with respect to the
matters upon which Latham is to be employed and do not have any
material connections with the Debtors, their officers,
affiliates, creditors or, any other party-in-interest or their
respective attorneys and accountants, or the United States
Trustee.  However, Latham currently represents or has
represented these parties in unrelated matters:

A. Lenders:  Bank of America N.A., BNP Paribas, Cerebus Partners
   L.P., Credit Industriel Et Commercial, Credit Suisse First
   Boston, DK Acquisition Partners LP, Dresdner Bank AG, Fleet
   Bank, General Electric Capital Corp., Goldman Sachs Partners
   L.P., Merill Lynch Pierce Fenner & Smith Inc., Natexis
   Banque, Sumitomo Mitsui Banking Corp., SunTrust Bank, The
   Bank of New York, The Bank of Nova Scotia, The Fuji Bank
   Ltd., Washington Mutual Bank, Bank of Montreal, Bankers Trust
   Co., and Imperial Bank;

B. Unsecured Creditors:  AT&T, Bank of America Securities LLC,
   Bear Sterns Securities Corp., Cendant Inc., Charles Schwab &
   Co., Citibank N.A., Computer Science Corp., Credit Suisse
   First Boston, Deutsche Bank Trust Co., Donaldson Luftkin &
   Jenrette Securities Corp., Galileo International, Goldman
   Sachs & Co., JP Morgan Chas Bank, Morgan Stanley & Co. Inc.,
   Morgan Stanley Dean Witter, Perot Systems, Prudential
   Securities Inc., Sabre Group, Salomon Smith Barney Inc., Bank
   of New York, TMP Worldwide, UBS Paine Webber Inc., Wachovia
   Bank and Wells Fargo Bank Minnesota N.A.;

C. Insurers:  AIG, American Casualty Co., Liberty Mutual,
   National Union Insurance, Travelers, Zurich Insurance and
   Lloyds;

D. Major Vendors:  DaimlerChrysler, Ford Motor Co., General
   Motors, Hyundai, Kia, Nissan Motors, and Toyota;

E. Major Shareholders:  Deutsche Bank;

F. Indenture Trustees:  Chase Manhattan Bank, Credit Suisse
   First Boston, JP Morgan Chase, The Bank of New York, Wells
   Fargo Bank Minnesota N.A., and Bankers Trust Co.;

G. Professionals:  Ernst & Young, Jefferies & Co., KPMG LLP,
   Lazard Freres & Co. LLC, Pennie & Edmonds LLP, Eversheds, and
   Sidley Austin Brown & Wood. (Budget Group Bankruptcy News,
   Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders reports, are trading at 18.5 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1
for real-time bond pricing.


CHILDTIME LEARNING: Fails to Beat Form 10-Q Filing Deadline
-----------------------------------------------------------
Childrime Learning Centers, Inc., was unable to file its
Quarterly Report on Form 10-Q for the period ended July 19,
2002, as required under Section 13 of the Securities Exchange
Act of 1934, in a timely manner due to the time required to
prepare financial information required to be disclosed in
conjunction with the Company's acquisition of substantially all
of the assets of Tutor Time Learning Systems, Inc., on July 19,
2002.  

The Company has been and is currently analyzing the required
disclosures and footnotes to be presented with the Company's
Consolidated Financial Statements.  In addition, the Company is
currently still in the process of evaluating the information
needed to accurately present the pro forma information required
in accordance with the provisions of SFAS
Statement No. 141, Business Combinations.

For the sixteen weeks ended July 19, 2002, revenues decreased to
$44.9 million from $46.7 million for the sixteen weeks ended
July 20, 2001, a 4.0% decrease.  The Company anticipates
recording an operating loss of approximately $29,000 for the
sixteen weeks ended July 19, 2002, as compared to recorded
operating earnings of $2,400,000 for the sixteen weeks ended
July 20, 2001.  The Company anticipates recording a net loss of
approximately $0.1 million for the sixteen weeks ended July 19,
2002, as compared to recorded net earnings of $1.4 million for
the sixteen weeks ended July 20, 2001.

Childtime Learning Centers, Inc., of Farmington Hills, MI
acquired Tutor Time Learning Systems, Inc., on July 19, 2002 and
is now the nation's third largest publicly traded child care
provider with operations in 30 states, the District of Columbia
and internationally.  Childtime Learning Centers, Inc., has over
7,500 employees and provides education and care for over 50,000
children daily in over 450 corporate and franchise centers
nationwide.
    
Childtime's March 30, 2002 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$5 million.


CIRTRAN CORP: June 30 Balance Sheet Upside-Down by $4 Million
-------------------------------------------------------------
Cirtran Corporation provides a mixture of high and  medium size  
volume turnkey manufacturing services using surface mount
technology, ball-grid array assembly, pin-through-hole and
custom injection  molded cabling for leading electronics OEMs in
the communications, networking, peripherals, gaming, consumer
products, telecommunications, automotive, medical, and
semiconductor industries.  Its services include pre-
manufacturing, manufacturing and post-manufacturing services.
Through its subsidiary, Racore Technology Corporation, it
designs and manufactures Ethernet technology products.  Its goal
is to offer customers the significant competitive advantages
that can be obtained from  manufacture outsourcing, such as
access to advanced manufacturing technologies, shortened product  
time-to-market, reduced cost of production, more effective asset
utilization, improved inventory management, and increased
purchasing power.

Cirtran Corporation's condensed consolidated financial
statements were prepared in conformity with accounting
principles generally accepted in the United States of America,
which contemplate  continuation of the Company as a going
concern. However, the Company sustained net losses of $725,305
and $2,933,084 for the six months ended June 30, 2002 and the
year ended December 31, 2001,  respectively. As of June 30, 2002
and December 31, 2001, the Company had an accumulated deficit of
$13,805,797 and $13,080,492, respectively and a total
stockholders' deficit of $4,183,592 and $6,942,377,
respectively.  In addition, the Company used, rather than
provided, cash in its operations in the amounts of $918,652 and
$288,724 for the six months ended June 30, 2002 and the year
ended  December 31, 2001, respectively.

Since February of 2000, the Company has operated without a line
of credit.  Many of the Company's  vendors stopped credit sales
of components used by the Company to manufacture products and as
a result, the Company converted certain of its turnkey customers
to customers that provide consigned  components to the Company
for production.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

Continued operations of the Company is dependent upon the
Company's ability to meet its financing  requirements on a
continuing basis, to maintain or replace present financing, to
acquire additional capital from investors, and to succeed in its
future operations.  Abacus Ventures, Inc., purchased the
Company's line of credit from the lender.  During the six months
ended June 30, 2002, the Company has entered into an agreement
whereby the Company has exchanged common stock, issued to
certain principles of Abacus, for a portion of the debt.  The
Company's plans include working with vendors to convert trade
payables into long-term notes payable and common stock and cure
defaults with lenders through forbearance agreements that the
Company will be able to service.  The Company intends to
continue to pursue this type of debt conversion going forward
with other creditors.  The Company has initiated new credit
arrangements for smaller dollar amounts with certain vendors and
will pursue a new line of credit after negotiations with certain
vendors are complete. If successful, these plans may add
significant equity to the Company.  There is no assurance that
these transactions will occur.


COLD METAL: Gets Nod to Appoint Kurtzman Carson as Claims Agent
---------------------------------------------------------------
Cold Metal Products, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Northern District of Ohio to employ Kurtzman Carson Consultants,
LLC as the official Notice, Claims and Balloting Agent in their
chapter 11 cases.

Thousands of creditors and other parties in interest involved in
the Debtors chapter 11 cases would impose heavy administrative
and other burdens on the Office of the Clerk of the Court.  
Retaining Kurtzman Carson as the notice, claims and balloting
agent will relieve the Clerk from these burdens.

Kurtzman Carson will:

     a) prepare and serve required notices in these chapter 11
        cases;

     b) after mailing of a particular notice, prepare for filing
        with the Clerk's Office a certificate or affidavit of
        service that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed and the date and manner of mailing;

     c) receive and record proofs of claim and proofs of
        interest filed;

     d) create and maintain official claims registers;

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

     f) transmit to the Clerk's Office a copy of the claims
        registers upon request and at agreed upon intervals
        (typically once per week unless requested more or less
        frequently by the Clerk's Office);

     g) act as balloting agent which will include:

          i) printing ballots including the printing of creditor
             and shareholder specific ballots;

         ii) preparing voting reports by plan class, creditor or
             shareholder and amount for review and approval by
             the Debtors and their counsel;

        iii) coordinating mailing of ballots, disclosure
             statement, plans of reorganization, and any other
             appropriate materials to all voting and non-voting
             parties;

         iv) receiving ballots and record ballots, inspect
             ballots for conformity to voting procedures, date
             stamp and number ballots consecutively and tabulate
             and certify the results;

     h) maintain an up-to-date mailing list for all entities
        that have filed a proofs of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     i) provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

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

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

     l) provide temporary employees to process claims, as
        necessary; and

     m) perform such other administrative and support services
        related noticing, claims, docketing, solicitation and
        distribution as the Debtors or the Clerk's Office may
        request.

Kurtzman Carson's hourly Consulting Services fees are:

    Clerical                           $ 35 - $55 per hour
    Bankruptcy Analyst                 $ 65 - $115 per hour
    Bankruptcy Consultant              $110 - $175 per hour
    Sr. Bankruptcy Consultant          $175 - $225 per hour
    Technology/Programming Consultant  $110 - $175 per hour

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.


COMDISCO INC: Illinois Obtains More Time to File Tax Claims
-----------------------------------------------------------
With the consent of Comdisco, Inc. Debtors and Illinois
Department of Revenue, Judge Barliant extends the bar date for
filing income tax claims for another 60 days after the amended
Illinois income tax returns are filed with the Illinois
Department of Revenue. For purposes of establishing a proper
claims reserve for unliquidated claims under the confirmed plan,
the Court directs the Debtors to reserve for the potential claim
of the Department an amount that is 15% of the amount reserved
for the IRS claim. (Comdisco Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CONDOR TECHNOLOGY: Closes Sale of Gov't Solutions Div. Assets
-------------------------------------------------------------
At a Special Meeting of Stockholders held on August 15, 2002,
stockholders of Condor Technology Solutions, Inc., approved the
sale of certain assets comprising the Government Solutions
Division of the Company to CACI International Inc., for a
purchase price of $16,000,000. Of a total of 26,944,424 shares
of Company common stock outstanding, a total of 16,605,488
shares, being a majority of the votes cast at the meeting, voted
in favor of the CACI Transaction, 610,733 shares voted against
it, and 4,635 shares abstained from approval of the CACI
Transaction. The sale included the assets and going business of
certain of Condor's wholly-owned subsidiaries: Louden
Associates, Inc., InVenture Group, Inc., MIS Technologies, Inc.,
and Federal Computer Corporation. The assets being sold to CACI
International Inc., comprised approximately 38% of the total
assets of Condor Technology and its subsidiaries and
approximately 35% of the consolidated revenue of the Company and
its subsidiaries for the three months ended March 31, 2002. The
CACI Transaction closed on August 15, 2002, following the
Special Meeting of Stockholders.

Following the CACI Transaction, Condor Technology Solutions has
as ongoing businesses the Infrastructure Services Division
located primarily in Langhorne, Pennsylvania and the enterprise
resource software reseller business located in Iselin, New
Jersey. The Company is currently evaluating its options, which
could include seeking approval for the orderly liquidation of
its remaining assets through the sale of its business units as
going concerns. As a result of the size of its debt obligations
(even after repayment of certain debts with the proceeds of the
CACI Transaction) and the Company's projections of the amounts
it is likely to receive for its remaining business units, if and
when such units are sold, no funds generated by the liquidation
of its remaining assets will be available for distribution to
stockholders.

On August 30, 2002, Ms. Ann Torre Grant and Mr. Dennis E. Logue
resigned as members of the Board of Directors of the Company.

Condor Technology Solutions is a technology and communications
company specializing in the organization, analysis and creative
distribution of business information. The company's business
practices include Web development, business intelligence,
contact center services, infrastructure support and marketing
communications. Condor Technology Solutions was founded in 1998.


CONSECO: Lenders Waive Cross-Default Provisions Under Loan Pact
---------------------------------------------------------------
Conseco, Inc., (OTCBB:CNCE) has obtained a temporary waiver from
its senior lenders of certain cross-default provisions under the
Company's credit agreement, and has received an extension of the
temporary waiver previously granted by its senior lenders with
respect to the Company's non-compliance with its debt to
capitalization ratio covenant as of June 30, 2002, as well as a
limited waiver of potential non-compliance as of September 30,
2002.

The Company also said that it has obtained temporary waivers of
certain cross-default provisions and covenant defaults from the
lenders under the D&O loans with respect to the Company's
guarantees of these loans. All of these waivers are scheduled to
expire on October 17, 2002, are subject to various conditions
and may be revoked at any time by a majority in interest of the
lenders (on a facility by facility basis).

In addition, the Company announced that its finance subsidiary
has obtained a temporary waiver of a cross default provision
from the one lender whose financing agreement contains a cross
default to events of default under the Company's bond debt. The
Company's finance and insurance subsidiaries are not borrowers
under the Company's senior credit agreement or indentures, and
the Company's insurance subsidiaries are not party to any
indebtedness that would be subject to any cross-default
provisions with respect to defaults under the Company's debt.

On August 9, Conseco, Inc., announced that it would exercise the
30-day grace periods on its upcoming bond interest payments, the
first of which was due that day, and would commence
restructuring discussions with its debt holders. The first of
the grace periods expired on September 8, and the Company's
failure to make the interest payments on or prior to that date
put Conseco, Inc., in default with its bondholders and the
holders of its trust preferred securities. Although the Company
and its finance subsidiary have obtained waivers of certain
cross-default provisions triggered by the failure to make those
payments, the Company is not seeking any waivers of the interest
payment default from the holders of its bonds or trust preferred
securities.

On August 20, Conseco announced the formation of an ad hoc
bondholders committee to negotiate with the Company with respect
to a restructuring of the capital structure of the holding
companies. The Company is continuing discussions with its debt
holders, and reaffirmed that its goal continues to be to achieve
a consensual restructuring.

Conseco Inc.'s 10.75% bonds due 2008 (CNC08USR1) are trading at
27 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONSOLIDATED FREIGHTWAYS: Court Approves 'First Day Motions'
------------------------------------------------------------
Consolidated Freightways Corp., (Nasdaq:CFWYEQ) has received
interim approval from the Bankruptcy Court for $225 million in
debtor-in-possession financing.

At the same time, the company said it is re-opening certain
terminals and bringing back as many drivers and terminal
employees as necessary to expedite customer shipments remaining
in the CFC system.

"With Court approval of our first-day requests, we can continue
to work on the issues at hand: satisfying employee obligations,
moving remaining freight to customers, and expediting
liquidation of the business," said John Brincko, who joined the
company as CEO three months ago.

"Each of our employees has been notified either in person, by
phone or in writing as to the events of the past few days, and
we are on the phone with customers working to get their freight
to them as quickly as possible."

Brincko further stated that "customer service has always been
our chief concern, and in rehiring drivers and terminal
employees, we have taken positive steps to ensure that all
shipments are completed."

In orders issued Thursday, the Court approved, on an interim
basis, the company's $225 million debtor-in-possession financing
line from General Electric Capital Corporation. The final
hearing to approve the DIP line will be held in early October.
The DIP facility, including approximately $40 million in new
financing, will be available to the company to proceed with an
orderly liquidation.

Thursday the company also obtained approval to pay its employees
certain pre-petition wages and to direct the banks to honor
employee paychecks.

Consolidated Freightways, which is headquartered in Vancouver,
Wash., filed for bankruptcy protection Tuesday and plans to
liquidate the business in an orderly manner. Its CF AirFreight,
Canadian Freightways Ltd. and Grupo Consolidated Freightways,
S.A. de RL subsidiaries continue to operate as usual. Additional
information about the company's Chapter 11 filings can be
obtained online at http://www.cacb.uscourts.gov


CONSOLIDATED FREIGHTWAYS: Obtains Okay to Pay Prepetition Wages
---------------------------------------------------------------
Consolidated Freightways Corp., (Nasdaq:CFWYEQ) has received
Bankruptcy Court approval to pay pre-petition wages to all its
employees.

Payroll checks will be processed beginning this afternoon and
mailed over the next few days to employees' homes.

"We are gratified to have received the Court's approval to
satisfy this obligation. Checks will be mailed as quickly as
possible and these payroll checks will be honored," said John
Brincko, who joined the company as CEO three months ago.

Consolidated Freightways filed for protection under Chapter 11
of the Bankruptcy Code and plans an orderly liquidation of its
business. Its CF AirFreight, Canadian Freightways Ltd. and Grupo
Consolidated Freightways, S.A. de RL subsidiaries are continuing
to operate as usual. Additional information about the company's
Chapter 11 filings can be obtained online at
http://www.cacb.uscourts.gov


CREDIT STORE: Court OKs Neligan Stricklin as Bankruptcy Counsel
---------------------------------------------------------------
The Credit Store, Inc., obtained authority from the U.S.
Bankruptcy Court for the District of South Dakota to employ
Neligan Stricklin, LLP as its bankruptcy counsel to perform the
extensive legal services that will be necessary during the
Company's chapter 11 case.

Neligan Stricklin is expected to:

     a) advise the Debtor of its rights, powers, and duties as
        debtor and debtor-in-possession;

     b) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of actions
        commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        estate;

     c) prepare on behalf of the Debtor, as debtor-in-
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of this estate;

     d) propose on behalf of the Debtor the plan of
        reorganization, related disclosure statement, and any
        revisions, amendments, etc., relating to the foregoing
        documents, and all related materials; and

     e) perform all other necessary legal services in connection
        with this chapter 11 case and any other bankruptcy
        related representation which Credit Store requires.

The names, positions, and current hourly rates of the Neligan
professionals expected to have primary responsibility on this
case are:

        Patrick J. Neligan     Jr. Partner      $400 per hour
        Mark E. Andrews        Partner          $375 per hour
        Bryan C. Ng            Associate        $165 per hour
        Andrea L. Niedermeyer  Associate        $145 per hour

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.


DELTA AIR LINES: System Traffic Falls 6.8% in August 2002
---------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the
month of August 2002. System traffic decreased 6.8 percent on a
capacity decrease of 7.3 percent from August 2001. Delta's
system load factor was 77.2 percent, up 0.4 points from the same
period last year.

Domestic traffic in August 2002 decreased 5.9 percent year over
year on a capacity decrease of 6.5 percent.  Domestic load
factor was 76.1 percent, up 0.4 points from the same period a
year ago.  International traffic decreased 9.7 percent year over
year on a 10 percent decrease in capacity. International load
factor was 80.6 percent, up 0.3 points from the same period last
year.

During August, Delta operated its schedule at a 99.4 percent
completion rate, compared to 97.2 percent from August 2001.  
Delta boarded 9,818,180 passengers during the month of August.  

Delta Air Lines' 9.75% bonds due 2021 (DAL21USR1), DebtTraders
reports, are trading at 87.413 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL21USR1for  
real-time bond pricing.


DIAL CORP: Illinois Plant Workers' Union Nixes 4-Year Contract
--------------------------------------------------------------
On Tuesday, September 3, 2002, the union at The Dial
Corporation's Aurora, Illinois manufacturing plant voted down a
four-year contract that had been unanimously recommended by the
union negotiating committee. The Aurora plant manufactures
Dial's personal cleansing products. This union's contract
expired at the end of August 2002 and the approximate 300
covered employees currently are working without a contract.
While Dial is disappointed that the union voted against this
contract, it is continuing to work with the union to try to
reach agreement on a mutually acceptable four-year contract.

Based on continuing talks with the union, the positive tone of
those talks and Dail's belief that there are no significant
issues that would preclude from reaching an agreement, Dial
currently does not believe that there will be any work stoppage
at the Aurora plant. If unable to reach a mutually acceptable
agreement however, Dail could experience a work stoppage.

Consumer products company Dial makes one of the US's best-
selling soaps (Dial), and it has leading brands in each of its
four core product segments -- personal care products (Dial,
Breck, Tone), laundry products (Purex, Borateem, Sta-Flo), air
fresheners (Renuzit), and canned meats. (Its Armour-brand Vienna
sausages are #1 in the US.) Dial's products are sold in more
than 40 countries, with most of its foreign efforts focused on
Argentina, Canada, Mexico, and Puerto Rico.


EMAGIN CORP: Issues 8% Series B Conv. Notes to Two Investors
------------------------------------------------------------
On August 21, 2002, eMagin Corporation issued to each of two
Investors 8% Series B Convertible Debentures due August 21, 2004
whereby each of the Investors agreed to lend eMagin $121,739 for
a total of $243,478.  Interest is payable on the Debentures at a
rate of 8% per annum and is payable at the earlier of the date
of maturity or prepayment of all or a portion of the Debentures.

The principal amount of the Debentures, plus any accrued and
unpaid interest is convertible into common shares of eMagin at
the option of the Investors, whereby the number of common shares
to be issued is equal to the principal amount of the Debentures
divided by $0.18. In addition, the Debentures are convertible
into common shares at the option of eMagin, if the average
closing price of the shares traded exceeds $0.49 per share for
10 consecutive trading days, whereby the number of common shares
to be issued is equal to the principal amount of the Debentures
including any accrued interest, divided by $0.18.  

eMagin may prepay the Debentures in whole or in part at 105% of
the  principal amount being prepaid, together with all accrued
and unpaid interest thereon to the date of the prepayment.

                         *    *    *

In a letter to the shareholders of eMagin Corporation (AMEX:
EMA), Chairman, President, and CEO Gary Jones, remarked on the
current status of the company: "First, we are pleased to inform
you that we have a backlog of over $10 million in purchase
agreements, with another almost $10 million in Letters of Intent
for orders to be delivered over the remainder of 2002 and 2003.
We have delivered OLED-on-silicon microdisplays to military,
industrial, medical, and consumer OEM customers, and currently
are continuing to do so. Some customers have indicated that they
are planning new product lines, or even new start-up companies,
around our OLED microdisplays."

Mr. Jones continued, "However, as we have previously stated,
sufficient capital is required in order to execute our business
plan. As a semiconductor-model company such as eMagin ramps into
production it must still support the fixed costs for a high
technology cleanroom operation and add the increased cost of
building inventory, receivables and other expenses of
production. Certain transactions, which we expected to have
concluded by now, were either delayed or terminated for a
variety of factors, including selling pressure depressing the
stock price, certain capital and debt structural issues that had
been impeding us, and the overall unfavorable equity and debt
market conditions. Lack of operating capital, along with some
materials supply delays, took a toll on our ability to realize
the volume of shipments we had targeted for completion in the
second quarter of 2002, although the volume of orders increased
and our yields further improved. Both our customers and we were
ready, but the financial markets were not. This, along with cash
balance and working capital issues, must be resolved and we are
pursuing a number of possible approaches for resolving this
serious cash crunch."

"It is clear that our payables and debt must be reduced or
restructured in order to allow the company to move forward,"
explained Mr. Jones. "Therefore, we are presently making a
serious effort to restructure our payables. While we can assure
you that we are making every effort to succeed in this
restructuring, we cannot assure you that all of the key
creditors will cooperate fully in this effort or that the
company will be able to continue operations should we not
succeed."


EMAGIN CORP: Conv. Promissory Note Maturity Extended to Sept. 30
----------------------------------------------------------------
On August 30, 2002, eMagin and The Travelers Insurance Company
entered into a seventh amendment agreement to amend and extend
the maturity date of the Convertible Promissory Note dated
August 20, 2001, issued underthe Note Purchase Agreement entered
into as of August 20, 2001 between eMagin and Travelers.  The
amendment agreement extends the maturity date of the Travelers
Convertible Note from August 30, 2002 to September 30, 2002.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. These miniature, high-performance,
modules provide access to information-rich text, data, and video
which can facilitate the opening of new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications.


EMAGIN CORP: Extends Sackler Secured Notes to September 30, 2002
----------------------------------------------------------------
On August 30, 2002, eMagin and Mr. Mortimer D.A. Sackler entered
into an amendment agreement to amend the default provision and
extend the maturity date of the Secured Promissory Note dated
June 20, 2002, issued under the Secured Note Purchase Agreement
entered into June 20, 2002, between eMagin and Sackler. As well,
eMagin and Sackler entered into an amendment agreement to amend
the default  provision and extend the maturity date of the
Secured Convertible Promissory Notes, issued under the Secured
Note Purchase Agreement entered into November 27, 2001, between
eMagin and Sackler, as amended by the Omnibus Amendment, Waiver
and Consent Agreement dated January 14, 2002, and the
Subscription  Agreements dated January 14, 2002.  The amendment
agreements extends the maturity date of the Sackler Secured Note
and the Sackler Secured Convertible Notes from August 30, 2002
to September 30, 2002 and adds certain events of default.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. These miniature, high-performance,
modules provide access to information-rich text, data, and video
which can facilitate the opening of new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications.


ENRON CORP: ENA Exclusivity Extension Hearing Set for Sept. 19
--------------------------------------------------------------
Judge Gonzalez will convene a hearing on September 19, 2002 to
consider Enron North America's request to extend its exclusive
periods to file and solicit acceptances of a reorganization
plan.  The current deadline to file a plan is automatically
extended through the conclusion of that hearing. (Enron
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECHS: Wins Approval to Create SPV to Finance Receivables
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the
Court's authority to create a new "special purpose vehicle" to
facilitate the financing of the receivables of its Australian
and its New Zealand subsidiary and to obtain greater liquidity
under the DIP Facility.  

As previously reported, Exide Technologies, and its debtor-
affiliates entered, effective as of the petition date, into the
Secured Super-Priority Debtor-in-Possession Credit Agreement
with Citicorp USA, Inc., as Administrative and Collateral
Monitoring Agent to provide up to $250,000,000 in secured
financing to the Debtors and their non-debtor affiliates.  On
May 10, 2002, the Court entered a final order approving the DIP
Credit Agreement.

The facility is the primary source of working capital for the
Debtors' global operations.  The Debtors borrow under the DIP
Facility, not only to support its own working capital needs, but
also re-lends loan proceeds to non-debtor affiliates.  Pursuant
to the DIP Credit Agreement, certain assets of those affiliates
may be pledged to the DIP Lenders on the Debtors' behalf as
collateral to secure the Debtors' borrowings under the DIP
Facility.  Indeed, the Debtors' ability to borrow sufficient
funds under the DIP Facility to be able to lend DIP proceeds to
certain non-debtor affiliates is dependent on a sufficient
borrowing base of collateral from these affiliates.

The Debtors have been unable to effectuate a pledge of the
receivables of its non-debtor Australian subsidiary because the
DIP Lenders believe that they would be required to establish
substantial reserves in Australia to cover priority employee
entitlement claims.  As a consequence, the Debtors' borrowing
base has been negatively impacted, thereby constraining the
Debtors' ability to borrow under the DIP Facility.

Thus, with the Court's nod, the Debtors will create a special
purpose vehicle organized under the laws of the State of
Delaware to which the Debtors' non-debtor Australian and New
Zealand subsidiary may transfer the Australian Receivables and
which will be authorized to pledge these assets on the Debtors'
behalf to secure additional borrowings under the DIP Facility.  
In order to effectuate the purchase of the Australian
Receivables from its Australian and New Zealand subsidiaries and
in consideration of the pledge granted by the SPV to the DIP
lenders on Debtors' behalf, the Debtors would lend sufficient
funds to the special purpose vehicle to purchase the Australian
Receivables.  The Debtors' authority to lend DIP proceeds to
affiliates is already set forth in the Final DIP Order, so no
further relief is required. (Exide Bankruptcy News, Issue No.
10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1), DebtTraders
says, are trading at 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FRUIT OF THE LOOM: Claim Objection & Settlement Protocol Okayed
---------------------------------------------------------------
Judge Walsh has entered an order establishing uniform procedures
proposed by the Unsecured Creditors Trust of Fruit of the Loom
for objecting to claims and settling claim-related disputes.

                     Claim Objection Protocol

Under the approved procedures, the Trust will file and serve
objections to Claims based on grounds permitted by the
Bankruptcy Code or Rules. Objections will be supported by
declaration or affidavit verifying the supporting facts.
Subsequent Objections on different grounds may be filed against
Claims that are also the subject of a pending or previously
resolved Objection. The Trust's failure to assert a ground of
Objection against a particular Claim will not bar it from
asserting Objections against that Claim at a later time.

                      Responses To Objections

In accordance with Bankruptcy Code Sections 102(1), 105, 502(b),
and Rules 3007, 9019 and 9029, the holder of a Claim that is the
subject of an Objection must file a written response in order to
contest the Objection. The Response must:

     (i) provide a concise statement setting forth all legal and
factual reasons why the Claim should not be disallowed,
reclassified or otherwise treated in accordance with the relief
requested in the Objection, and

    (ii) include copies of all documents supporting the Response
to the objection to Claim.

The Claimant must file and serve a Response within 20 days of
the service of the Objection or the Claim will be disallowed,
reduced, reclassified or otherwise treated, in accordance with
the relief requested, without further notice or hearing. If a
Claimant timely files and serves a Response complying with the
procedure, then a hearing will be held on the Objection and the
Response.  The hearing may be combined with other hearings on
Claims Objections and other matters at omnibus hearing dates.

If a Response to the Objection is timely filed, but the
respondent fails to include copies of all documents supporting
the Claim, the respondent shall have 20 days from the date of
Trust's written request to the Claimant to provide pertinent
documentation. If the Claimant fails to timely respond to the
Document Request by either (i) providing evidentiary support for
any portion of the asserted claim or (ii) a concise statement as
to why the Claimant cannot produce evidentiary support for the
claim, the Claim will be automatically disallowed, reduced,
reclassified or otherwise treated in accordance with the relief
requested in the Objection, without further notice or hearing as
if a Response had never been filed.

The Document Request shall also provide the following language:
"If you fail to timely respond to this document request by
either: (i) providing evidentiary support for the asserted claim
or (ii) a concise statement as to why you cannot produce
evidentiary support for the claim, your claim will be
automatically disallowed, reduced, reclassified, or otherwise
treated, in accordance with the relief requested in the
Objection, without further notice or hearing as if your Response
had never been filed."

In the event that the Claimant provides the Debtors with
documentation supporting the claim or the Claimant's response
indicates that no such documents exist, this provision shall be
inapplicable and any remaining objection shall be the subject of
a hearing before the Court.

Requiring Claimants to file and serve written Responses to the
Trust's Objections and respond to the Document Request will
assist the Trust and the Court in the claims reconciliation
process by allowing them to focus on specifics and possibly
resolve claims through informal negotiations. The Trust will
amend or withdraw its Objections to Claims when communications
with Claimants lead to the conclusion that their Claims are
valid.

                      Claim Settlement Protocol

Judge Walsh also approved the following procedure to Settle a
disputed Claim between the Trust and the Claimant be approved:

   A. If the difference between the settlement amount and the
      scheduled amount (or, if not scheduled, the amount
      asserted in the proof of claim) is equal to or less than
      $100,000 (or some other amount subsequently agreed to by
      the Trust and the Unsecured Creditors Trust Advisory
      Committee), the Trust may settle, resolve and allow a
      disputed Claim within its sole discretion, with no further
      notice or order of the Court.

   B. If the difference between the settlement amount and the
      scheduled amount (or, if not scheduled, the amount
      asserted in the proof of claim) is more than $100,000 (or
      some other amount subsequently agreed to by the Trust and
      the Committee),  the Trust may settle, resolve and allow a
      disputed Claim in writing.  The Trust will serve counsel
      for the Committee with a written settlement.  Within 10
      business days of this event, the settlement shall be
      deemed approved by the Committee. (Fruit of the Loom
      Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)   


GLOBAL CROSSING: Wants Court to Deem Hindery Pact Non-Executory
---------------------------------------------------------------
Matthew A. Feldman, Esq., at Willkie Farr & Gallagher, in New
York, recounts that Leo J. Hindery, Jr., was appointed Chairman
and CEO of GlobalCenter Inc., then one of Global Crossing Ltd.'s
subsidiaries.  Pursuant to an Employment Agreement dated
December 5, 1999, Mr. Hindery was required to serve a 3-year
term as Chairman and CEO of GlobalCenter.  On March 1, 2000, Mr.
Hindery was also appointed CEO of Global Crossing, a position he
held until October 11, 2000, at which time he submitted his
resignation and signed a termination agreement.  The Termination
Agreement effectively severed Mr. Hindery's employment with
Global Crossing, while providing for his continued role as
Chairman and CEO of GlobalCenter Inc.

By this motion, the Debtors seek declaratory relief with respect
to the Termination Agreement between Global Crossing and Leo J.
Hindery, Jr.  Specifically, the Debtors ask the Court to declare
that the Termination Agreement is non-executory.  In the
alternative, the Debtors seek the Court's authority to reject
the Termination Agreement pursuant to Section 365 of the
Bankruptcy Code.

The Termination Agreement provides that upon Mr. Hindery's
termination as CEO of Global Crossing and until his resignation
as Chairman and CEO of GlobalCenter in January 2001, he is to
receive an annual salary of $995,000.  In addition, upon his
resignation as Chairman and CEO of GlobalCenter, Global Crossing
is required to make annual cash severance payments to Mr.
Hindery for the remainder of his term under the Employment
Agreement. Thus, pursuant to the Termination Agreement, Global
Crossing is obligated to make annual severance payments to Mr.
Hindery until December 5, 2002.  The Termination Agreement also
requires Global Crossing to continue to provide Mr. Hindery with
an apartment in New York City through October 3, 2002.

In exchange for Global Crossing's payment obligations under the
Termination Agreement, Mr. Feldman relates that Mr. Hindery
agreed to continue to perform his duties as Chairman and Chief
Executive Officer of GlobalCenter pursuant to the Employment
Agreement.  In addition, Mr. Hindery agreed to provide certain
consulting services, if needed, to assist the newly appointed
Chief Executive Officer in his new role.  However, Mr. Hindery
has not provided any consulting services -- and no consulting
services have been requested -- since early 2001.

In addition, Mr. Hindery agreed that for the two years after his
resignation, he would neither:

-- issue or make any comment that would be construed or intended
   to disparage or criticize Global Crossing; nor

-- violate the terms of his Proprietary Information Agreement
   with Global Crossing.

Mr. Feldman notes that the Proprietary Information Agreement
includes a non-competition clause, as well as a provision for
non-disclosure of Global Crossing's proprietary information.
Additionally, the Proprietary Information Agreement requires
that for the two years following his employment, Mr. Hindery is
restricted from encouraging or soliciting any employee to leave
Global Crossing's employment for any reason.

The Debtors firmly believe that the Termination Agreement is not
an executory contract.  If the Court determines, however, that
the Termination Agreement is an executory contract or if the
Court refrains from reaching any determination as to the
executory nature of the Termination Agreement, the Debtors seek
to formally reject the Termination Agreement because it is
burdensome to their estates and provides little or no value.

Without conceding that the Termination Agreement is an executory
contract, the Debtors, in an abundance of caution and in the
sound exercise of their business judgment, believe that
rejecting the Termination Agreement will benefit their estates
by relieving it of an agreement that has provided no benefit
since well prior to the Petition Date.

In the event that this Court authorizes rejection of the
Termination Agreement, the Debtors expressly reserve their
rights to dispute and object to any claim asserted under or
relating to the Termination Agreement or this Motion on any
grounds. Moreover, the Debtors specifically reserve any and all
claims and rights they may have against Mr. Hindery arising
under or related to the Termination Agreement, including, but
not limited to, enforcement and violations of the restrictive
covenants under the Termination Agreement.

Furthermore, the Debtors ask the Court that any claims against
them arising from the Termination Agreement or the rejection of
the agreement should be fixed with the Clerk of the Court by the
later of:

-- 30 days after entry of an order approving this Motion; or

-- September 30, 2002, which is the applicable bar date for the
   filing of proofs of claim in these Chapter 11 cases.

The Debtors seek this relief in order to manage and control the
claims process in their cases. (Global Crossing Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HALLIBURTON CO.: Blaylock Initiates Coverage with 'Hold' Rating
---------------------------------------------------------------
Blaylock & Partners' equity analyst Brad Handler initiated
coverage of oil services company Halliburton (NYSE: HAL) with a
"Hold" recommendation.

Mr. Handler primarily based his recommendation on concerns that
the company's asbestos liability exposure will continue to place
downward pressure on the stock in the near-term.  In his report
titled "Excessive Asbestos Discount Not Enough," Mr. Handler
said that, while he believes the stock is being "overly
punished" for the asbestos concerns, he foresees becoming more
bullish on the company only when there is more evidence that
asbestos risk can be quantified and/or limited.  Mr. Handler
outlines several dates likely happening over the next 12 months
that may add to investor confidence in this regard, including
updates on HAL and other companies' efforts to reach settlements
of asbestos liability with claimants' representatives.
Halliburton is currently the defendant in 312,000 asbestos-
related claims.

As well, Mr. Handler said he would likely take a more favorable
stance if investor sentiment on the oil service sector in
general turns more positive.

He said that the slower-than-expected recovery in North American
drilling will continue to adversely impact the oil service group
over the near-term.

In commenting on the SEC's inquiry into Halliburton's accounting
practices, Mr. Handler wrote that the company's "revenue
accruals on unapproved claims appear to us to be consistent with
industry practice and accounting guidelines, and generally a
non-event."

Dallas-based Halliburton Co., is one of the largest providers of
products and services to the petroleum and energy industries.  
It is the second-largest oil service company in the world in
terms of revenues and fourth largest in terms of market
capitalization.

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation.

Institutional investors interested in receiving more information
should contact Mr. Handler at 212/715-6662
(bhandler@blaylocklp.com).  Journalists interested in receiving
copies of the research reports should contact Jackie Ruegger at
jruegger@starkmanassociates.com.

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs - Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P. is a member of the National
Association of Securities Dealers, CRD number 35669


HILTON HOTELS: Resolves Insurance Issue re Mortgage Bonds
---------------------------------------------------------
Hilton Hotels Corporation (NYSE:HLT) said that, relative to an
event reported in its second quarter 10-Q, it has resolved a
property insurance issue with the servicer of its 7.95 percent
collateralized mortgage bonds due 2010 ($490 million outstanding
principal balance at June 30, 2002).

As reported in the 10-Q, the servicer of the bonds asserted that
an event of default arose due to an exclusion for terrorist
acts. While Hilton disputed whether the insurance was required,
the company decided to obtain insurance to resolve the dispute.
The company's purchase of insurance in the aggregate of $250
million covering certain terrorist events has, Hilton said,
resolved the matter by curing this asserted default.


INFINITE GROUP: Sends Letter to SEC to Withdraw Unsold Shares
-------------------------------------------------------------
Clifford G. Brockmyre, II, President and Chief Executive Officer
of Infinite Group, Inc., has sent a letter to the SEC to
withdraw unsold registered shares and to terminate the
registration statement.

The registration statement covered the resale of shares of
Company common stock issuable under an equity line of credit
agreement entered into in November 2000. In August 2002,
Infinite terminated the equity line of credit agreement,
subsequently requesting the withdrawal from registration of
3,278,263 unsold shares covered by the registration statement.

Infinite Group is an industry leader in applied photonics,
including areas of laser material processing, advanced
manufacturing methods and laser applications technology.

At December 31, 2001 Infinite had a working capital deficit of
approximately $1.7 million, ($1.3 million after eliminating the
assets and liabilities of its discontinued operations). The
working capital deficit was primarily caused by recurring losses
at the former Plastics Group resulting in slow payments to the
Company's vendors.

A going concern qualification was included in the opinion issued
by Infinite's auditors on its 2000 financial statements as a
result of one of the Company's primary lenders not having issued
its waiver for certain loan covenant violations that existed at
December 31, 2000 at the Laser Fare subsidiary. The loan
covenants are measured annually at December 31. The loan
covenant violations which existed at December 31, 2000 related
to failure to meet certain levels of working capital, debt to
tangible net worth ratio and exceeding capital expenditure
limits. Due to the acquisition of LENS equipment in a non-
monetary transaction and acquisition of stent equipment, the
Company exceeded the capital expenditure limitations to support
the growth of its Laser Group. Subsequent to the issuance of the
financial statements and the repayment of a certain portion of
the related debt, the bank issued a waiver letter for the
violations.


INTEGRATED PACKAGING: Shareholders' Meeting Set for September 24
----------------------------------------------------------------
The Annual Meeting of Stockholders of OSE USA, Inc., (formerly
Integrated Packaging Assembly Corporation), will be held on
Tuesday, September 24, 2002, at 10:00 a.m., local time, at the
Company's offices at 2221 Old Oakland Road, San Jose,
California, to consider and take action with respect to the
following:   

     1.  To elect five (5) directors to serve for the ensuing
year and until their successors are duly elected and qualified.

     2.  To amend the Company's Certificate of Incorporation to
eliminate Article Twelfth, which requires that shareholders may
not take action by written consent in lieu of a meeting but must
take any actions at a duly called annual or special meeting.    

     3.  To ratify the appointment of Grant Thornton LLP as
independent auditors for the Company for the 2002 fiscal year.   

     4.  To transact such other business as may properly come
before the meeting or any adjournment thereof.   

Only stockholders of record at the close of business on July 30,
2002 are entitled to notice of and to vote at the meeting.

When it comes to packaging chips, OSE USA stops just short of
wrapping them up with a bow. OSE USA (formerly Integrated
Packaging Assembly Corporation) receives wafers from its
customers, cuts the wafers into individual chips, adds wire
leads, and encases each chip in protective plastic, ready for
installation into such products as PCs, cars, cameras, and
telecommunications equipment. Customers include Atmel (32% of
sales), Orbit Semiconductor, and Cirrus Logic. Taiwan-based chip
maker Orient Semiconductor Electronics owns three-quarters of
OSE USA.

As reported in Troubled Company Reporter's Sept. 3, 2002
edition, OSE USA's March 31, 2002 balance sheet records a total
shareholders' equity deficit of about $29 million.  


KAISER ALUMINUM: Wins Nod to Assume 1998 Bauxite Purchase Pact
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
the Court's authority to assume a 1998 Bauxite Purchase
Agreement, subject to modifications.

                           *   *   *

As previously reported, the Debtor will assume the 1998 Contract
with modifications, so that:

A. The price that Kaiser will pay for bauxite under the 1998
   Contract will be reduced from $5.15 per LDT to $4.70 per LDT;

B. The National Stockpile Center will waive and forgive all
   interest accrued prior to the date the Court enters an Order
   permitting Kaiser's assumption of the 1998 Contract.  As of
   that date, no payments will be considered past due;

C. The removal and payment schedules and procedures are also
   modified:

   1. Kaiser will make its payments within one month after the
      end of every calendar quarter within which Kaiser removes
      the bauxite.  Kaiser will pay the contract price for the
      full quantity taken during that quarter.  Should Kaiser
      fail to remove at least the Minimum Quantity by the
      corresponding Take or Pay deadline as reflected, Kaiser
      instead will pay for that period's minimum quantity,
      rather than the quantity actually taken, not later than
      the related Payment Due Date:

                 Minimum        Take or Pay    Payment
               Quantity (LDT)     Deadline    Due Date
               --------------   -----------   --------
                 167,645.50       3/31/03      4/30/03
                 167,645.50       6/30/03      7/31/03
                 167,645.50       9/30/03     10/31/03
                 167,645.50      12/31/03      1/31/03
                 167,645.50       3/31/04      4/30/04
                 167,645.50       6/30/04      7/31/04
                 167,645.50       9/30/04     10/31/04
                 167,645.50      12/31/04      1/31/04
                 167,645.50       3/31/05      4/30/05
                 167,645.50       6/30/05      7/31/05
                 167,645.50       9/30/05     10/31/05
                 167,645.50      12/31/05      1/30/05
                 167,645.50       3/31/06      4/30/06
                 167,645.50       6/30/06      7/31/06
                 167,645.50       9/30/06     10/31/06
                 167,645.50      10/31/06      1/30/06
                 167,645.50       3/31/07      4/30/07
                 167,645.50       6/30/07      7/31/07
                 167,645.50       9/30/07     10/31/07
                  14,735.50      12/31/07      1/30/07

   2. The quantities taken by Kaiser will cumulate so that
      Kaiser will receive credit for excess quantities taken in
      prior periods against the current period's Minimum
      Quantity, reducing or eliminating that period's Take or
      Pay obligation to the extent of any cumulated excess
      quantities from prior periods;

D. Although title to the bauxite will not pass to Kaiser until
   removal to Kaiser's bauxite storage building, once Kaiser has
   paid for material, it will not be offered for sale to any
   other party and Kaiser may direct its disposition; and

E. The National Stockpile Center will continue to hold the
   Louisiana Department of Environmental Quality air permit
   necessary for mining of bauxite from the Gramercy Stockpile
   and will work with Kaiser to expand the capacity of that
   permit as may be required and requested. (Kaiser Bankruptcy
   News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)   


KMART CORP: Gets Okay to Supply Confidential Info to Committees
---------------------------------------------------------------
Judge Sonderby rules that any information and documents provided
by Kmart Corporation and its debtor-affiliates to the statutory
committees, the Securities and Exchange Commission or the U.S.
Attorney's Office will be deemed confidential information
subject to the provisions of the Agreement.  No attorney-client,
attorney work-product doctrine, or similar privilege is waived
solely be reason of the sharing of information.

Judge Sonderby believes that the Debtors, their statutory
committees, the Securities and Exchange Commission, and the U.S.
Attorney's office share a common interest with respect to
confidential information and documentation that may aid in the
current investigation being conducted.

Additionally, the Court gives the statutory committees leeway to
exercise their own independent judgment in determining whether
to participate in particular meetings and interviews being
conducted by the Debtors.  However, Judge Sonderby wants the
Committees to coordinate their efforts in order to reduce
excessive duplication of effort.

Judge Sonderby also authorizes the Debtors to investigate any
persons or entities pursuant to Rule 2004 of the Federal Rules
of Bankruptcy Procedure. However, the Debtors and the Committees
must cooperate and consult with one another with respect to
discovery to be issued by the Debtors.

With respect to any discovery proposed in writing by a Committee
that the Debtors believe is objectionable or otherwise
inappropriate, Judge Sonderby emphasizes that the Debtors should
meet and confer with that Committee to resolve the dispute.  If
the matter is not resolved in a manner acceptable to the
Committee, the Debtors may arrange a telephonic status
conference before the Court.  The Court will settle the matter.

If the Debtors continue to decline to issue that discovery, the
requesting Committee will be authorized to issue the discovery
on the Debtors' behalf. (Kmart Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Kmart Corp.'s 9% bonds due 2003 (KM03USR6), an issue in default,
are trading at 17 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LEAP WIRELESS: May Face Delisting after Shares Issuance to MCG
--------------------------------------------------------------
Leap Wireless International, Inc. (Nasdaq: LWIN), an innovator
of wireless communications services, has paid a purchase price
adjustment to MCG PCS, Inc., as ordered by an arbitrator, by
issuing approximately 21 million shares of its common stock.  
Because Leap did not have time to seek shareholder approval of
this issuance, it may face delisting from the Nasdaq National
Market System.

As previously announced, Leap has retained UBS Warburg to assist
the Company in exploring new sources of financing and a
restructuring of the Company's outstanding indebtedness.  UBS
has begun contacting interested parties.  In advance of formal
discussions, some of the lenders under the Company's vendor
credit facilities have ceased funding new loan requests,
including loan proceeds for interest that had previously been
paid through draws under the credit facilities.  As a result,
Leap has chosen not to pay interest on the loans under these
facilities.  Leap's issuance of the shares to MCG and failure to
pay interest constitute events of default under the credit
facilities.  These events of defaults provide the credit
facility lenders with certain rights under their credit
agreements, including the right to declare their existing loans
to be due and payable.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the
mass market.  Leap pioneered a wireless service that lets
customers make all their local calls from within their local
calling area and receive calls from anywhere for one low, flat
rate.  Leap has begun offering new services designed to further
transform wireless communications for consumers.  For more
information, please visit http://www.leapwireless.com


LODGIAN: Asks Court to OK Restructuring Fee Payment to Chilmark
---------------------------------------------------------------
The Chilmark Order specifically contemplates that at the time of
a "fee event", Lodgian, Inc., and its debtor-affiliates will
request payment of the Chilmark Partners LLC fee in connection
with seeking Court approval of the underlying fee event.  
Consummation of the Plan constitutes a "fee event". Accordingly,
the Debtors seek the Court's authority to pay Chilmark its
restructuring fee in connection with the consummation of the
Plan.  Chilmark is entitled to receive a restructuring fee of
$4,500,000 less 50% of its total monthly fees earned in these
cases. (Lodgian Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LTV CORP: Court Okays Steel Unit to Settle Railway Assets Value
---------------------------------------------------------------
As he has the allocation and lien controversies under
advisement, Judge Kendig presides over the consideration of
LTV's Motion to settle the railway asset values as well.

                           Objections

(1) Kvaerner et al

Kvaerner Songer Inc., Graycor Industrial Contractors Inc.,
Graycor Blasting Company Inc., and Morrison Construction
Company, clarify that they do no object to the Railroad
Settlement Motion filed by LTV Steel Debtor to the extent it
seeks to establish the value of the Railroad Assets at $11.25
million.

However, Mary K. Whitmer, Esq., at Vorys Sater Seymour and Pease
LLP, in Cleveland, Ohio, and Andrew L. Swope, Esq., at
Kirkpatrick & Lockhart LLP, in Harrisburg, Pennsylvania, explain
that their clients object to the extent that the Debtors are
trying to impact or prejudice the Objections to the Notice of
Allocation that have not yet been decided.  In addition, the
Kvaerner parties object to any payment of the value in cash to
the Railroad Parties.  Ms. Whitmer asserts that it would be
"both unfair and improper" for the Railroad Settlement Motion
to be construed as having any impact or prejudice on the Court's
ultimate decision on the Notice of Allocation and Objections.  
As a result, Ms. Whitmer contends that any Order on this Motion
should clarify that approval of this Motion is without prejudice
to the Objections to the Notice.

The Kvaerner Parties also object to the Motion to the extent
that its approval would include any payment to the Railroads of
their share of the allocation of Net Proceeds from the
Integrated Steel Sale.  Ms. Whitmer argues that there is no
basis why the Railroads should receive a full allocation of the
cash value of its assets, when other non-debtor parties are
being forced to accept only partial allocations. Ms. Whitmer
asserts that the Railroads should receive its pro rata
distribution of the sale proceeds along with LTV's other
creditors.

At a bare minimum, the Railroads should be forced to bear their
fair share of the costs of the sale.  Based on the proposed
value of $11.25 million, the Railroads' pro rata share of the
costs of the sale is nearly $l million.

"Allowing the Railroads to avoid paying the costs of the sale
places an improper and unfair burden on LTV's other creditors
who are being required to pay these transaction costs," Ms.
Whitmer says.  The Kvaerner Parties contend that any order
granting this motion should address their objections.

(2) Meccon Industries et al

Meccon Industries Inc., Field Technologies Inc., Hasse
Construction Company Inc., JWP/HYRE Electric Company of Indiana,
Solid Platforms Inc., Ramirez and Marsch Inc., and Viatec Inc.
have valid mechanics' liens against the real estate,
improvements and inventory located at LTV Steel's Indiana Harbor
Works facility.  Since the fair market value of the Indiana
Harbor Works exceeds the total amount of tax liens and
mechanics' liens against the Indiana Harbor Plant, the Meccon
Parties assert that they are entitled to be paid the full amount
due for their mechanics' liens, including interest and
attorneys' fees.

Stephen M. Maish, Esq., and Patrick A. Mysliwy, Esq., at Maish
and Mysliwy, in Hammond, Indiana, notes that nothing in the
Order authorizing the sale of the Integrated Steel Assets or the
Notice of Allocation precludes or limits these Objectors from
challenging the valuation of the Indiana Harbor Assets, or the
allocation of the total sale proceeds, rather than just the net
cash proceeds to these assets. Since these Objectors are not
parties to this settlement agreement, that settlement agreement
should not limit or impede, or in any way reduce the amounts to
which these Objectors are entitled.

Mr. Maish argues that Judge Kendig should not approve this
settlement if the agreement would allow the Railroad
Subsidiaries of LTV to obtain full payment of the fair market
value of their assets and thereby further reduce the percentage
of recovery for the other lien claimants.

Mr. Maish points out that International Steel Group, the buyer
of the Integrated Steel Assets, allocated $19.7 million to the
Indiana Harbor Plant and $6 million of the cash purchase price
to the assets of the Railroad Subsidiaries.

The value of the Railroad Subsidiaries' assets in the settlement
-- $11.250, amounts to 1.875 of the cash portion of the purchase
price in the Buyer's allocation.  Thus, Judge Kendig should not
approve this settlement until and unless he also finds that the
fair market value of the Indiana Harbor Works is at least
$36,937,500 -- 1.875 times the $19,700,000 allocation of the
cash portion of the purchase price set out in the Buyer's
Allocation.

Mr. Maish also argues that Judge Kendig should not approve the
Motion because the settlement agreement does not apportion a
percentage of the selling and related expenses to the assets of
the Railroad Subsidiaries.  "In effect, if the Settlement
Agreement results in full payment to the Railroad Subsidiaries,
it will force the lien claimants on the Integrated Steel Assets
to pay the entire burden of the selling and related expenses,
including the portion that related to the Railroad Assets," Mr.
Maish explains.

The Meccon Parties also insists that any order granting this
Settlement Agreement should clarify that it does not in any way
affect the rights, claims and interests of the other lien
claimants in the Integrated Steel Assets that were sold.

Hunter Corporation supports the objection of the Meccon Parties.

                         *     *     *

After due deliberation, Judge Kendig overrules all objections
and grant's the Debtors' motion to approve its settlement with
River Terminal Railway Company, Chicago Short Line Railway
Company, and The Cuyahoga Valley Railway Company, without
including any of the suggested language proposed by the various
Objectors.

The terms of the settlement include:

(1) The Railroad Settlement reflects the good faith,
    arm's-length negotiations on both parties that resulted
    in the compromise value that is:

     (a) $6.45 million less than the independent appraisal
         value of the Railway Subsidiaries, and

     (b) $1 million less than the mean average of the
         competing independent appraisals.

(2) The Railroad Subsidiaries Settlement eliminates all
    uncertainty and the attendant delay associated with a
    full evidentiary hearing involving the inherent
    uncertain and imprecise subject of valuation.  The
    time and expense required of the Debtors in other
    valuation hearings and trials evidence the difficulties
    and delays that would attend an appraisal hearing
    in this matter; and

(3) The Railroad Settlement benefits the creditors of
    LTV Steel's estate by:

     (a) reducing the proposed allocation to the Railroad
         Assets by $6.45 million, and

     (b) thus, increasing the pro rata allocation of the
         net proceeds to the other acquired assets. (LTV
         Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
         Service, Inc., 609/392-00900)


MESA AIR: Blaylock Initiates Coverage with Hold Recommendations
---------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has initiated coverage of regional airlines SkyWest, Inc.
(NYSE: SKYW) and Mesa Air Group, Inc, (NYSE: MESA) with "Buy"
and "Hold" recommendations, respectively.

Mr. Neidl's favorable recommendation on SkyWest is predicated on
several factors, notably its continued profitability and
expected annual growth rate of 40%.  In his report titled
"Strong Growth Continues Using Cost-Plus Contracts," Mr. Neidl
reports that "recent uncertainties attached to the major
carriers have driven the trading multiple down, making the stock
very attractive ... "  He also cites SkyWest's fee-per-departure
(cost plus) contracts that allow for more predictable earnings
and less exposure to seasonal and economic cyclicalities, the
airline's strong service reputation, cost-conscious management
team, and uncomplicated business model.  Mr. Neidl has a $24
price target for this company.

SkyWest, Inc., operates an independent regional airline in the
United States through its wholly owned subsidiary, SkyWest
Airlines, Inc.  SkyWest offers scheduled passenger and
airfreight service to 86 cities in 23 states and Canada.  Its
flights are operated as either Delta Connection or United
Express, under code-sharing arrangements with Delta Air Lines,
Inc. or United Airlines Inc., respectively.

Mr. Neidl initiated coverage of Mesa Air Group with a "Hold"
rating in light of concerns over ongoing significant market
pressure on the regional airline's stock.  In his report titled
"Short-Term Risks, Long-Term Opportunities," he reports that
this pressure is due to several factors, including uncertainties
regarding the economy, the health of the airline industry, and
the financial viability of some of the company's partners, as
well as the unknown outcome to the contract negotiations
currently underway with Mesa's pilots.  He also said that the
bankruptcy filing of partner US Airways offers Mesa "short-term
risk, but possible long-term opportunities," as the fee-per-
departure contract between the two companies has not been
affected by the filing to date.  Mr. Neidl said that the market
may take a more positive stance on the stock once the
aforementioned factors are addressed and the significant amount
of risk they present diminished.

Mesa Air Group, Inc., is a holding company of subsidiaries that
operate as regional air carriers and provide scheduled passenger
and airfreight service for the larger network airlines.  The
Company provides feeder service for America West Airlines, US
Airways, Midwest Express Airlines and Frontier Airlines.  Mesa
Air serves 147 cities in the U.S., Canada and Mexico.

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation.

Institutional investors interested in receiving more information
should contact Mr. Neidl at 212/715-6627
(rneidl@blaylocklp.com).  Journalists interested in receiving
copies of the research reports should contact Jackie Ruegger at
jruegger@starkmanassociates.com.

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P. is a member of the National
Association of Securities Dealers, CRD number 35669.


MONARCH DENTAL: Banks Demand $63.1MM Payment on Credit Facility
---------------------------------------------------------------
Monarch Dental Corporation (Nasdaq:MDDS) announced that the bank
syndicate for its Credit Facility has demanded the immediate
payment in full of the approximately $63.1 million of
outstanding debt under the Credit Facility.

As previously announced, the Credit Facility expired on July 1,
2002 and the Company does not have the funds to repay the
outstanding debt.

The Company's lenders have the right to use cash balances in the
Company's bank accounts to set-off a portion of the debt. The
Company's financial condition and results of operations would be
materially and adversely affected by the lenders' use of its
available cash to set-off a portion of the debt. The Company's
lenders also have the ability to foreclose on the Company's
assets or force the Company into bankruptcy, in which
circumstances the Company's equity holders may experience a loss
equal to the amount of their investment in the Company's Common
Stock.

The Company is involved in discussions with its lenders in
regard to the Credit Facility. However, there can be no
assurance that the Company's lenders will grant a forbearance or
agree to an amendment on terms acceptable to the Company or at
all. In the event the Company is unable to refinance the
indebtedness, the Company is likely to experience a material and
adverse effect on its financial condition and results of
operations.

As previously announced, the Company has engaged Banc of America
Securities LLC to explore strategic alternatives such as a sale
of the Company, an equity investment in the Company, or a sale
of all or a portion of the Company's assets. However, there can
be no assurance that the Company will be successful in entering
into an agreement to consummate any strategic alternative or
that the Company's lenders will agree to any strategic
alternative on terms acceptable to the Company or at all.

Monarch Dental currently manages 152 dental offices serving 17
markets in 13 states. The Company seeks to build geographically
dense networks of dental providers primarily by expanding within
its existing markets.


MTS/TOWER RECORDS: Extends Closing Date for Japanese Asset Sale
---------------------------------------------------------------
On August 30, 2002, MTS, Incorporated, dba Tower Records,
entered into an agreement to extend the closing date of the sale
of its Japanese operations. This letter agreement amends the
stock purchase agreement covering the sale of Tower's Japanese
operations and provides for an extension of the closing deadline
from August 30, 2002 to September 13, 2002, in order to complete
all documentation related to the sale of Tower's Japanese
operations and the refinancing of Tower's senior credit
facility.

MTS, the #2 US specialty retailer of music (after Musicland),
owns and franchises more than 180 stores in 10 countries around
the world. Its Tower stores offer a wide selection of music,
books, and videos. MTS also runs WOW! stores (a joint venture
with electronics retailer The Good Guys) and publishes several
free music magazines. Facing stiff competition from discounters
and online retailers, MTS is continuing overseas expansion
(international operations -- including more than 40 stores in
Japan -- account for about 40% of sales). Founder and chairman
Russell Solomon, a high-school dropout, and his son and CEO
Michael, own 99% of MTS.

                           *    *    *

As previously reported, MTS, Incorporated dismissed Arthur
Andersen LLP as independent auditors for the Company. The
decision to dismiss Andersen and to seek new accountants was
approved by the Company's Board of Directors.   Effective July
31, 2002, the Company has engaged KPMG LLP to serve as the
Company's independent auditors.

MTS' balance sheet, at April 30, 2002, shows liabilities
exceeding assets by $8 million.  The Company lost $29 million on
$745 million of revenue in the nine-month period ending
April 30, 2002.  

MTS entered into a THIRD AMENDMENT AND WAIVER dated as of April
30, 2002 (this "Amendment"), to its Credit Agreement with a
consortium of lenders led by JPMorgan Chase Bank to relax
various financial covenants.  

MTS anticipates that net proceeds -- 16 billion yen -- from the
sale of its Japanese operations will be used to pay down a
significant portion of the Credit Facility and the balance of
the facility will be refinanced. On June 5, 2002, the Company
received a $125 million commitment letter from CIT
Group/Business Credit, Inc.


NATIONAL STEEL: Iron Ore Seeks Stay Relief to Setoff Claims
-----------------------------------------------------------
Iron Ore Company of Canada and National Steel Corporation are
parties under:

(a) a Second Amended and Restated Pellet Purchase Contract dated
    May 25, 1995; and

(b) a Supplemental Pellet Purchase Contract dated April 1, 1997.

Under the Pellet Contracts, Iron Ore sold to National Steel a
designated amount of iron ore pellets through and including
December 31, 2004.  In addition, the Pellet Contracts establish
certain payment and delivery terms and conditions.  Certain of
the Contract Payment Terms have been supplemented by oral
agreement between Iron Ore and National Steel.

According to Michael C. Rupe, Esq., at Jones, Day, Reavis &
Pogue, in Chicago, Illinois, Iron Ore invoiced National Steel
for the prepetition amounts due for the pellets under either the
Contract Payment Terms or the Supplemental Payment Terms, as
applicable.  The Original Amount, however, is subject to
adjustment at the end of the calendar year in accordance with
the Contract Payment Terms or the Supplemental Payment Terms.  
If the Recalculated Amount is less than the Original Amount,
Iron Ore pays to National Steel the difference in the form of a
rebate. Conversely, if the Recalculated Amount is more than the
Original Amount, National Steel pays the difference to Iron Ore.

At the end of year 2001, Mr. Rupe relates that Iron Ore made
these adjustments to the Original Amounts in accordance with the
Contract Payment Terms and the Supplemental Payment Terms:

-- Transition Pellets: Iron Ore made an end-of-the-year
   adjustment to the Original Amount invoiced to National Steel
   for those transition pellets National Steel purchased during
   calendar year 2001.  The basis for this adjustment was an
   increase in Iron Ore's Tranche B pricing for 2001, which was
   not reflected in the invoices relating to the Original
   Amount.  As a result of this adjustment, National Steel owes
   Iron Ore an additional $27,631 for the 2001 transition
   Pellets;

-- Limestone Pellets: Similarly, Iron Ore made an end-of-the-
   year adjustment to the Original Amount invoiced to National
   Steel for those limestone pellets National Steel purchased
   during calendar year 2001.  The basis for this adjustment
   was:

   (a) an increase in Iron Ore's Tranche B pricing for 2001,
       which was not reflected in the invoices relating to the
       Original Amount; and

   (b) a change in the classification of certain of these
       pellets to either:

       (i) the supplemental pellets which are priced at the
           Tranche B price less $.20 per long ton; or

      (ii) new volume pellets which are priced at the Tranche B
           priceless $1.00 per long ton.

   As a result of this adjustment, Iron Ore owes National Steel
   $114,091 for the 2001 limestone pellets; and

-- Stelco Pellets: At the request of National Steel and to
   accommodate a pellet swap agreement between National Steel
   and Stelco Inc., Iron Ore sold various pellets to National
   Steel under the Pellet Contracts at European Price.  At the
   end of calendar year 2001, Iron Ore multiplied the amount of
   various pellets sold to National Steel at the European Price
   during the year by the Tranche B Price set forth in the
   Pellet Contracts.  Iron Ore also made necessary adjustments
   to account for any change in the classification of certain of
   these pellets to either:

       (i) the supplemental pellets at the Tranche B price less
           $.20 per long ton; or

      (ii) new volume pellets at the Tranche B price less $1.00
           per long ton.

   As a result of these adjustments, Iron Ore owes National
   Steel $1,023,357 for the 2001 limestone pellets sold in
   connection with the Swap Agreement.

In sum, the Original Amount for 2001 less the Recalculated
Amount for 2001 equals $1,109,817.  Consequently, Iron Ore owes
National Steel a $1,109,817 rebate.

The Debtors recently rejected the Pellet Contracts pursuant to
an Order from the Bankruptcy Court.  As a result, Iron Ore filed
a proof of claim against National Steel for $140,818,261.  Mr.
Rupe explains that this amount reflects Iron Ore's damages
arising out of or relating to National Steel's rejection of the
Pellet Contracts.  Under Sections 365(g) and 502(g) of the
Bankruptcy Code, the Iron Ore Claim constitutes a prepetition
claim against the Debtors.

By this Motion, Iron Ore seek to modify the automatic stay to
effect a setoff with National Steel.  The setoff will reduce the
Iron Ore Claim to $139,708,441 and the National Steel Claim to
nil.

Mr. Rupe contends that Iron Ore has a valid and enforceable
right of setoff with respect to the National Steel Claim and its
Claim pursuant to Section 553 of the Bankruptcy Code and
applicable non-bankruptcy law.  According to Mr. Rupe, the
National Steel Claim and the Iron Ore Claim each arose
prepetition and involve debts owed between the same parties in
the same capacity.

            Iron Ore Will File Confidential Documents

To support its claims, Mr. Rupe informs the Court that Iron Ore
has submitted documents, which contains certain confidential and
proprietary data related to the pricing of certain Iron Ore
products.  The Confidential Information was developed at great
expense and is kept secret by Iron Ore.  It is not publicly
available.

"The Confidential Information plays a central role in Iron Ore's
business and would be of particular interest to its
competitors," Mr. Rupe remarks.  Mr. Rupe points out that
allowing the competitors to review the Confidential Information
would not only irreparably harm Iron Ore's business, but would
chill future parties' desire to participate in the bankruptcy
process knowing that they may be forced to publicly reveal
classified business information simply to assert a claim or
cause of action against a debtor.

Thus, Iron Ore suggests that only the Court, the Debtors and the
legal counsel to each of the Debtors and the general unsecured
creditors' committee should be permitted to review the
Confidential Information.  Mr. Rupe further emphasizes that any
review should be limited solely for evaluating Iron Ore's
request for Setoff and made in the strictest of confidence.
(National Steel Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSLINK: Fitch Affirms Low-B Ratings on 4 Classes of Notes
--------------------------------------------------------------
NationsLink Funding Corp.'s commercial mortgage pass-through
certificates, series 1998-1, have been upgraded as follows:
$53.6 million class B certificates to 'AA+ ' from 'AA', $56.1
million class C certificates to 'A+' from 'A', and the $48.5
million class D certificates to 'BBB+ ' from 'BBB'. In addition,
Fitch Ratings affirmed the following classes: $71.9 million
class A-1 certificates, $81.6 million class A-2 certificates,
$433.8 million class A-3 certificates, $587.2 million interest-
only class X-1 and $303.7 million interest-only class X-2 at
'AAA'; $51.0 million class F certificates at 'BB', $10.2 million
class G certificates at 'BB-', $25.5 million class H
certificates at 'B', and the $12.2 million class J certificates
at 'B-'. Fitch does not rate classes E and K. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in March 1998.

Fitch upgraded the transaction due to improved credit
enhancement levels, which have been the result of loan
amortization and payoffs. The certificates are currently
collateralized by 187 fixed-rate mortgage loans secured by first
lien mortgages or deeds of trust on 187 multifamily and
commercial properties. Significant property type concentrations
include multifamily (47%), and retail (31%). The properties are
located in 30 states, with the largest concentrations in Florida
(21%), California (14%), and North Carolina (11%).

As of the August distribution date, the pool's aggregate
certificate balance was reduced by 12.7% to $890.9 million from
$1.02 billion at issuance. Midland Loan Services, the master
servicer, collected year-end 2001 property financial statements
for 91% of the pool. Based on the properties that reported full
year 2001 performance, the pool's weighted average debt service
coverage ratio has improved to 1.71x from 1.40x at issuance.
Five loans (6% of the pool) had a DSCR below 1.00x, two of the
five are current. To date, realized losses have totaled $2.7
million.

Five loans, 4% of the pool, are currently in special servicing.
Karen Gardens Apartments, a multifamily property located in
Elmhurst, NY, representing 0.2% of the pool, is current and
performing under a modified note. The loan is being monitored
for return to the master servicer within the next 90 days. The
Days Suites Kissimmee Lodge, a hotel located in Kissimmee, FL,
representing 3% of the pool, has been brought current under a
forbearance agreement and is pending return to the master
servicer.  St. Joseph's Holiday Inn and Conference Center, a
hotel located in St. Joseph, MO, representing 0.5% of the pool,
is REO and the special servicer is in the process of finalizing
the transfer of the Holiday Inn Franchise to the trust. Ogden
Medical Center, an office property located in Ogden, UT,
representing 0.3% of the pool, was 90+ days delinquent, however
the borrower has brought principal and interests payments
current and is also in the process of bringing escrows and
default interest current. Rialto Shopping Center, a retail
property located in Venice, FL, representing 0.3% of the pool,
is 60 days delinquent. The property has suffered from large
tenant vacancies such as Food Lion, which occupied 40% of NRA,
and Eckerds, which occupied 16% of NRA. The borrower is
currently marketing the space. Three loans, 1% of the pool, were
on the master servicer's watchlist.

Fitch Ratings' analysis took into account the specially serviced
loans and other underperforming loans. Based on this analysis,
Fitch Ratings concluded subordination levels were sufficient to
warrant the upgrades. Fitch Ratings will continue to monitor
this transaction, as surveillance is ongoing.


NEOTHERAPEUTICS: Shareholders Okay 25-For-1 Reverse Stock Split
---------------------------------------------------------------
NeoTherapeutics Inc. (Nasdaq: NEOT), announced that its
stockholders have approved an amendment to the Company's
certificate of incorporation to effect a 25-for-1 reverse split
of the Company's common stock. Approximately 86 percent of
shares outstanding were voted in favor of the reverse split.
Commencing Friday, September 6th, the Company's stock will trade
on a post-split basis under the interim trading symbol of
"NEOTD" for 20 trading days to assist in making investors aware
of the split. After the end of this period, the trading symbol
will revert to "NEOT".

The stockholders of the Company also approved the raising, as
necessary, of up to $10,000,000, through the issuance of the
Company's common stock and/or warrants exercisable for the
purchase of common stock, up to a maximum of 10,000,000 shares
of common stock, potentially at discounts to the then current
market price.

"We are pleased with the approval of both proposals and the
commitment our shareholders have demonstrated to the Company and
our management team," said Rajesh Shrotriya, Chairman of the
Board, Chief Executive Officer and President of NeoTherapeutics.
During the meeting, Dr. Shrotriya provided shareholders with an
update of the Company's operations including announcing that the
Company has achieved its target to reduce the cash burn rate to
below $500,000 per month. In addition, Dr. Shrotriya announced
that he and the top two officers of the Company agreed to defer
one hundred percent of their salary until the Company obtains
additional financings.

The Company currently has approximately 39,752,812 shares of
common stock outstanding. Following the reverse split, there
will be approximately 1,590,112 shares outstanding, subject to
rounding for fractional shares.

In the reverse stock split, each twenty-five shares of the
Company's old common stock issued and outstanding will be
automatically converted into one new share of common stock.
Fractional shares of stock will not be issued as a result of the
reverse split. Stockholders who would otherwise receive a
fractional share of common stock will be entitled to receive an
equivalent amount of cash in lieu of fractional shares, based on
the closing price of the common stock on September 5, 2002. As a
result, each stockholder who owns less than 25 shares of common
stock immediately before the reverse stock split will no longer
be a stockholder after the reverse stock split. Stockholders
will receive instructions by mail regarding the method of
exchanging the old stock certificates for new stock
certificates. U.S. Stock Transfer Corporation, the Company's
transfer agent, will act as the exchange agent for the purpose
of implementing the exchange of stock certificates in relation
to the reverse stock split.

In addition, the number of shares of common stock reserved under
the Company's stock option plans and for issuance pursuant to
warrants to purchase the Company's common stock, the number of
shares of common stock subject to those options and warrants and
the terms of each outstanding option and warrant to purchase
common stock will be adjusted to reflect the reverse stock
split.

NeoTherapeutics seeks to create value for shareholders through
the in-licensing and commercialization of anti-cancer drugs and
the discovery and out-licensing of drugs for central nervous
system disorders. Satraplatin, the Company's lead oncology drug,
is being prepared for a phase 3 study in prostate cancer.
Additional anti-cancer drugs are in phase 1 and 2 stages of
development for bladder cancer and non-Hodgkin's lymphoma. The
Company has pre-clinical neurological drug candidates for
disorders such as attention deficit hyperactivity disorder,
schizophrenia, dementia, mild cognitive impairment, anxiety and
pain. For additional information visit the Company's Web site at
http://www.neot.com

                         *    *    *

As reported in Troubled Company Reporter's August 23, 2002
edition, NeoTherapeutics, Inc., (Nasdaq: NEOT) received a
notification from NASDAQ that it was not in compliance with
NASDAQ's requirement to maintain a minimum market value of
publicly held shares of $5,000,000 for continued listing on the
NASDAQ National Market.

The Company has until November 11, 2002 to regain compliance
with NASDAQ's minimum market value requirement. Under NASDAQ
rules, NeoTherapeutics may demonstrate compliance by maintaining
a minimum market value of publicly held shares of $5,000,000 or
greater for a minimum of 10 consecutive trading days by that
date. If the Company is unable to demonstrate compliance by that
date, the Company may appeal a determination that it be delisted
from the NASDAQ National Market, or it may decide to file an
application to be transferred to the NASDAQ SmallCap Market
prior to November 11, 2002. However, the Company would have to
satisfy the continued listing requirements for that market,
which include a minimum market value of publicly held shares of
$1,000,000. In addition to the minimum market value of publicly
held shares requirement, the Company must maintain compliance
with certain other quantitative standards for continued listing
on the NASDAQ National Market.  The Company is currently not in
compliance with some of these standards. The Company previously
received notice from NASDAQ on June 12, 2002, that it is not in
compliance with NASDAQ's minimum bid price per share requirement
of $1.00. The Company has yet to regain compliance with that
requirement, and has until September 10, 2002 to do so.


OMNI ENERGY: Completes $10M Sr. Credit Facility with PNC Entity
---------------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI), announced the
completion of a $10.5 million Senior Credit Facility with PNC
Business Credit, a member of The PNC Financial Services Group,
Inc. (NYSE: PNC).  The new credit facility includes a $7.0
million Working Capital Revolving Credit Agreement and a
$3.5 million Equipment Term Loan.  The proceeds of the new
credit facility will be used to retire debt, fund future
business expansion and provide working capital.  The PNC
Financial Services Group, Inc., headquartered in Pittsburgh, is
one of the nation's largest diversified financial services
organizations, providing regional community banking, corporate
banking, real estate finance, asset-based lending, wealth
management, asset management and global fund services.

"This new credit facility is a critical step in continuing
management's strategic initiatives at OMNI," said James C.
Eckert, Chief Executive Officer. "This new financing will
provide us with the resources necessary to not only meet our
current needs but also the flexibility of future expansion.  It
will also facilitate our strategy to capitalize on certain
critical business opportunities that may arise from the
difficult market conditions currently burdening the geophysical
industry," continued Eckert.  "Furthermore, we are really
pleased to be associated with such an exceptional lending
institution as PNC Business Credit.  We believe the association
with PNC will be critical to OMNI's ongoing success."

Headquartered in Carencro, LA, OMNI Energy offers a broad range
of integrated services to both geophysical and production
companies engaged in the acquisition of on-shore seismic data.  
The company provides its services through several business
units: Seismic Drilling, Helicopter Support, Permitting and
Seismic Survey.  OMNI's services play a significant role with
geophysical companies who have operations in both marsh, swamp,
shallow water and the U.S. Gulf Coast also called transition
zones and contiguous dry land areas also called highland zones.
    
                            *    *    *

As reported in Troubled Company Reporter's June 6, 2002 edition,
Omni Energy Services Corp., (Nasdaq: OMNI) received a Nasdaq
Staff Determination on May 28, 2002 indicating that the Company
failed to comply with the minimum bid price requirement for
continued listing set forth in Nasdaq Marketplace Rule
4450(a)(5).  Therefore, its securities are subject to delisting
from the Nasdaq National Market.


OWENS CORNING: Wants to Keep Exclusivity Until January 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)   


OWENS CORNING: Hooks Up with Ashland Finland to Distribute Goods
----------------------------------------------------------------
In order to better serve the European market, Owens Corning
(NYSE: OWC) has signed a distribution contract with Ashland
Finland OY, a subsidiary of Ashland Inc. (NYSE: ASH), to
distribute product through Ashland Specialty Chemical
Company's Composite Polymers Division.  Ashland's Composite
Polymers Division is one of the world's largest producers of
resins for reinforced plastics and is considered a leader in
composite resin technology.

This contract ensures a structured cooperation between Ashland
Finland OY and Owens Corning Composite Solutions.  Ashland, with
its net of distributors and sub-distributors, will now be able
to offer Owens Corning's renowned composite products.

This agreement will allow Ashland's Composite Polymers Division
to distribute Owens Corning products in the geographical areas
of Finland, Norway, Sweden, Denmark, Austria, Romania, Bulgaria,
Estonia, Latvia, Lithuania, Byelorussia, Russia, Ukraine,
Kazakhstan, Hungary, Poland, Slovenia and Croatia.  In the
Nordic countries (Sweden, Norway, Denmark and Finland),
Ashland will remain a sub-distributor to Owens Corning Sweden
AB.

The areas of Southeastern Europe and the Commonwealth of
Independent States (the former Soviet Union) are rapidly
growing, and offer lucrative business opportunities.

"Historically Owens Corning has had a very low sales activity in
these European territories and now, together with Ashland, will
be able to reach a market which has great potential for the
future," said Dick Lantz, president, Owens Corning Composite
Solutions Business.  "Ashland is a highly successful company and
we are pleased to be better associated with them with this
business venture."

"Ashland targets market segments where high product quality is
essential. The leading position in low emission polyesters and
gel coats is an example of this strategy.  As Owens Corning is a
world quality leader in glass fiber product this cooperation
ensures availability of a complete, high quality portfolio to
our customers," said Olli Piiroinen, product manager, Ashland
Composite Polymers Division.

The Composite Polymers Division of Ashland Specialty Chemical
Company, a division of Ashland Inc., is a leading, worldwide
supplier of specialty chemicals serving industries including
adhesives, automotive, composites, foundry, merchant marine,
paint, paper, plastics, semiconductor, watercraft and water
treatment.  Visit the Internet Web site at
http://www.ashspec.comto learn more about these operations.

Ashland Inc., (NYSE: ASH) is a Fortune 225 company providing
products, services, and customer solutions throughout the world.  
Our businesses include road construction, specialty chemicals,
lubricants, car-care products, chemical and plastics
distribution and transportation fuels.  Through the dedication
of our employees, we are "The Who In How Things Work(TM)."  Find
more about the company at http://www.ashland.com

Owens Corning is a world leader in building materials systems
and composite solutions.  Founded in 1938, the company had sales
of $4.8 billion in 2001 and employs approximately 19,000 people
worldwide.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com/composites

Owens Corning's 7.70% bonds due 2008 (OWC08USR1), DebtTraders
reports, are trading at 38.75 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for  
real-time bond pricing.


PACIFIC GAS: Creditors Accept Debtor's Proposed Chapter 11 Plan
---------------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the independent voting agent, Innisfree M & A, submitted
the results of the creditor vote to the U.S. Bankruptcy Court.  
The final tabulation showed that PG&E's reorganization plan
received approval from nine of the ten voting classes:

"We are gratified that our plan of reorganization received
overwhelming support from equity holders and creditors,
including the large financial institutions, capital market
participants and other key organizations.

"Our plan received approval from nine of the ten voting classes.  
This outcome is an important vote of confidence that our plan
will resolve creditor claims, in a financially feasible manner,
without seeking a bailout from customers.  The only class voting
against our plan was Class 7, Energy Service Providers, a class
dominated by claims of Enron Corporation; this class voted
against both plans and their negative vote will not prevent the
confirmation of our Plan.

"Despite a recommendation from the Official Creditors' Committee
urging creditors to vote affirmatively for both plans, the
CPUC's alternative plan was rejected by seven of the eight
voting classes, including the unsecured creditors in Class 5.  
This group, consisting of sophisticated financial institutions
and capital market participants, clearly did not believe that
the CPUC's plan is credible, even though it purports to pay all
creditor claims.

"This vote is a rejection by creditors of the recommendation of
the Official Creditors' Committee.  In a cover letter sent to
all creditors, the OCC urged them to vote affirmatively for both
plans.

"After the voting period ended, the CPUC amended its alternative
plan, based on an agreement with the Official Creditors'
Committee, and is seeking to resolicit the votes of certain
creditors.  PG&E will respond to that motion on September 17th.

"However, the CPUC and OCC have declared that their amended plan
is, in the words of their counsel, 'not a new plan, it involves
relatively minor modifications to our existing plan.'  In that
case, the overwhelming creditor vote against the CPUC plan would
be unlikely to change.

"PG&E continues to believe it has developed the only practical
solution that allows the utility to emerge from Chapter 11 as an
investment-grade company, pays all valid claims in full with
interest and achieves these goals without asking the Bankruptcy
Court to raise rates or the State for a bailout."

PG&E's plan of reorganization also enjoys broad based support
from a number of local and statewide organizations, including
labor unions, business associations and community groups.

The Bankruptcy Court confirmation hearings are scheduled to
begin on November 12th.


PHOENIX GROUP: Asks Court to Approve Walsh Monzack as Attorneys
---------------------------------------------------------------
The Phoenix Group Corporation and Americare Management, Inc.,
seek permission from the U.S. Bankruptcy Court for the District
of Delaware to employ Walsh, Monzack and Monaco, PA, as their
counsel to:

     a) prepare schedules, applications, motions and plan of
        reorganization and disclosure statement in connection
        with these cases;

     b) communicate with Debtors' co-counsel as necessary;

     c) review applications and motions filed in connection with
        these cases;

     d) represent the Debtors at the meeting of creditors;

     e) provide expertise on the substantive law of the State of
        Delaware and procedural rules and regulations applicable
        to these cases; and

     f) perform all other services for the Debtors that are
        necessary for counsel to perform in these cases

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

          Francis A. Monaco, Jr.     $350 per hour
          Joseph J. Bodnar           $270 per hour
          Kevin J. Mangan            $240 per hour
          Paraprofessionals          $50 - $110 per hour

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.


PPL CORPORATION: Forecasts 9% Increase in Core Earnings for 2003
----------------------------------------------------------------
PPL Corporation (NYSE: PPL) expects 2003 earnings per share from
core operations to increase by about 9 percent over 2002 levels,
partly as the result of PPL's assumption of sole ownership of an
electricity distribution company that serves 2.5 million
customers in the United Kingdom. PPL is reaffirming its 2002
forecast of earnings from core operations of $3.30 to $3.50 per
share.

"PPL is forecasting 2003 earnings from core operations of
between $3.60 and $3.80 per share, primarily from the continued
excellent performance of our operating units and our ongoing
cost-reduction efforts," said William F. Hecht, PPL's chairman,
president and chief executive officer.  "Over the longer term,
we are forecasting a 5 to 8 percent compound annual growth in
core earnings per share, using the midpoint of our existing 2002
forecast of earnings from core operations as the starting
point."

The 2003 earnings forecast reflects a favorable impact of $0.15
per share that results from PPL's acquisition, for $235 million
in cash, of Mirant's (NYSE: MIR) 49 percent equity interest in
Western Power Distribution, which serves customers in Southwest
England and Southern Wales.  PPL previously held a 51 percent
interest in WPD.  No regulatory approvals were required for this
transaction.

"This acquisition is consistent with PPL's strategy of operating
high- quality electricity delivery systems worldwide," said
Hecht.

"We are pleased to have full operational control of a business
that we know very well and that has been one of the United
Kingdom's most successful electricity distribution companies,"
Hecht added.  "We look forward to continuing our work with the
excellent management team that will remain in place at WPD."

PPL also has announced plans to issue $500 million of common
stock under an existing shelf registration with the Securities
and Exchange Commission.  This is an increase from the
previously announced $200 million common stock offering and
concurrent issuance of equity-linked securities. The increased
amount is the result of the acquisition in the U.K. and PPL's
decision to issue additional common stock instead of the equity-
linked securities.

Hecht said the larger common stock offering, combined with a
$300 million reduction in PPL's planned capital expenditures
over the next five years, serves to improve PPL's equity ratios
and to strengthen the company's credit profile.  PPL also
expects to receive about $42 million of after-tax cash flow from
WPD in 2003.

Standard & Poor's, Moody's and Fitch have informed PPL that all
of the current debt ratings for the PPL family of companies will
be maintained in light of the acquisition.

Independent of PPL's acquisition in the U.K., Standard & Poor's
has placed PPL Capital Funding, PPL Energy Supply and PPL
Montana on negative outlook due to general concerns about
weakening energy markets and the possible longer- term impact on
those companies.

The acquisition of Mirant's interest in WPD will result in the
consolidation of WPD into PPL's financial statements, including
the addition of an estimated $3.6 billion of assets and $2.1
billion of WPD's debt on PPL's balance sheet.  However, the non-
recourse nature to PPL of WPD's debt will not change.

"We evaluate domestic and international opportunities to either
buy or sell assets as they arise," said Hecht. "While our
international operations represent a relatively modest part of
our portfolio, they are, with the exception of Brazil,
contributing positively to earnings from core operations.

"We have made real progress since the mid-1990s in terms of
operational performance, cost control and customer satisfaction
at the electricity distribution companies we own in the United
Kingdom and Latin America," Hecht said.

WPD has about 2,500 employees and serves about 2.5 million
customers in the U.K.  The 4,600-square-mile operating territory
of WPD (South Wales) is strategically located directly across
the narrow Bristol Channel from the 5,600-square-mile operating
territory of WPD (South West) in England.

"Together, the WPD, PPL and Mirant management team, along with
the strong performance of WPD's employees, has brought
efficiency and customer focus to the management and operations
of WPD in England and in Wales," said Hecht. "These efforts will
be continued under PPL's full ownership of WPD."

WPD has earned the coveted Charter Mark, the British
government's highest seal of approval for excellence in customer
service, four times since 1997. WPD's service territory is one
of the most rural areas of the U.K., but WPD has the lowest
level of customer complaints in the U.K.  WPD has made a 52
percent improvement in outage minutes lost per customer since
1995.  It also has the U.K.'s highest percentage of customers
restored to service within one hour.

PPL Corporation, headquartered in Allentown, Pa., controls
nearly 11,500 megawatts of generating capacity in the United
States, sells energy in key U.S. markets, and delivers
electricity to customers in Pennsylvania, the United Kingdom and
Latin America.

At June 30, 2002, PPL Corp.'s balance sheet shows that its total
current liabilities exceeded its total current assets by about
$79 million.
  

PUBLIC SERVICE: $400 Million Participating Unit Offering Priced
---------------------------------------------------------------
Public Service Enterprise Group (PSEG) has priced an offering of
$400 million of participating units.  The offering includes an
overallotment option of an additional $60 million.

The offering of participating units initially consists of 8
million corporate units, each with a stated amount of $50.  Up
to an additional 1.2 million corporate units may be issued as a
result of the underwriters' exercise of the overallotment
option.

The offering is expected to close on September 10, 2002.  The
units have been approved for listing by the New York Stock
Exchange under the ticker symbol PEG PrP.

Each corporate unit includes a purchase contract under which the
buyer will agree to purchase shares of PSEG's common stock on
November 16, 2005. Each corporate unit will also contain a trust
preferred security due 2007 with a liquidation amount of $50.  
Total annual distributions on the participating units will be at
the rate of 10.25%.  The contract requires the investor to
purchase PSEG common stock based on a range of prices ($33.54 to
$40.248) at the settlement date of November 16, 2005.

PSEG will use the net proceeds from the transaction to repay
short-term indebtedness and to make additional equity
investments in certain of its subsidiaries.

The offering is being made by a group of underwriters led by
Merrill Lynch & Co. and Morgan Stanley as the joint book-running
managers.

At June 30, 2002, Public Service Enterprise Group's balance
sheet shows that its total current liabilities exceeded its
total current assets by about $2 billion.


RIVERWOOD INT'L: Tender Offers for Various Senior Notes Expire
--------------------------------------------------------------
Riverwood Holding, Inc., and Riverwood International Corporation
announced the termination of Riverwood International's pending
cash tender offers to purchase any and all of its outstanding
10-7/8% Senior Subordinated Notes due 2008 (CUSIP No.
769507AJ3), 10-5/8% Senior Notes due 2007 issued in July 1997
(CUSIP No. 769507AM6) and 10-5/8% Senior Notes due 2007 issued
in June 2001 (CUSIP No. 769507AQ7), and the related consent
solicitations.  Each tender offer expired at 5:00 P.M., New York
City time, on Friday, September 6, 2002.

Consummation of each tender offer had been subject to certain
conditions, including the consummation of the proposed initial
public offering of common stock of Riverwood Holding.  The
tender offers and the related consent solicitations are being
terminated as a result of current equity market conditions
affecting the timing of the proposed initial public offering by
Riverwood Holding.  Riverwood Holding continues to pursue its
proposed initial public offering, subject to market conditions.  
There can be no assurance that the proposed initial public
offering will be completed.

Notes tendered pursuant to the tender offers will be promptly
returned to tendering holders or, in the case of Notes tendered
by book-entry transfer, will be credited to the account
maintained at The Depository Trust Company from which such Notes
were delivered.  As a result of the termination of the tender
offers and the related consent solicitations, the proposed
amendments to the indenture for each series of Notes in
connection with the tender offers and the related consent
solicitations will not become operative.

Riverwood, headquartered in Atlanta, Georgia, is a leading
provider of paperboard packaging solutions and paperboard to
multinational beverage and consumer products companies.
    
                         *    *    *

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

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


SAFETY-KLEEN: Wins Nod to Lease Texas Bldg. as New Headquarters
---------------------------------------------------------------
Safety-Kleen Corporation and Safety Kleen Systems, Inc.,
obtained permission from the Court to enter into a lease of non-
residential real property located at 5400 Legacy Drive in Plano,
Texas, known as the "5400 Building", from EDS Information
Services LLC, a Delaware limited liability company. The building
will house the Debtors' new corporate headquarters.

                         The Lease

The Lease, dated July 30, 2002, covers 109,526 rentable square
feet of space, being the entire Building 3 located at 5400
Legacy Drive.  The lease also includes the use of some office
furniture.

The salient terms of the Lease are:

    (1) Term:  October 1, 2002 to September 30, 2012;

    (2) Rent:  Base rent will be $1,757,892.30 per year,
        payable in $146,491.03 per month.  Base rent includes
        all costs related to the operation, management, repair,
        maintenance and replacement costs.  By December 1 of
        each calendar year, commencing December 1, 2003, or as
        soon after that date as is reasonably possible,
        Landlord will give Tenant written notice of the
        Landlord's estimate of Additional Rent for the
        following calendar year.  The Tenant will pay to the
        Landlord on January 1, 2004, and on the first day of
        each calendar month thereafter during the term of this
        Lease an amount equal to 1/12th of the estimated
        Additional Rent for the applicable calendar year;

    (3) Security Deposit:  $146,491.03;

    (4) Indemnification:  Tenant will indemnify, defend and
        hold Landlord harmless from all claims arising from
        Tenant's use of the premises or the conduct of its
        business, or from any activity, work or things done,
        permitted or suffered by Tenant in and about the
        premises, the building, the campus or the common area,
        except injury to persons or damages to property caused
        by the negligence or willful misconduct of Landlord or
        Landlord's representatives or any other tenant or other
        tenant's contractor, agent, representative, or employee,
        and from and against all costs, reasonable attorney's
        fees, expenses, losses or liabilities incurred in or
        about such claim or any action, suit or proceeding
        brought thereon.  Tenant shall further indemnify,
        defend and hold Landlord harmless from all claims
        arising from any breach or default in the performance
        of any obligation to be performed by Tenant under the
        terms of this Lease or arising from any act, neglect,
        fault or omission of Tenant or its agents,
        representatives to employees, and from and against all
        costs, reasonable attorney's fees, expenses or
        liabilities incurred in or about such claim or any
        action or proceeding brought thereon; and

    (5) Option to Renew:  Provided Tenant is not then in
        default under the Leases (beyond the expiration of any
        applicable notice, cure or grace period), and upon no
        more than 270 and no less than 180 days' prior written
        notice before the expiration of this Lease, Tenant shall
        have the option to extend and renew the premises, for
        one additional period of five years upon the same terms
        and conditions as in this Lease. (Safety-Kleen
        Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)    


SAIRGROUP FINANCE: Signs-Up Allen & Overy as Bankruptcy Counsel
---------------------------------------------------------------
SAirGroup Finance (USA), Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York for its stamp of approval
to hire Allen & Overy as bankruptcy counsel.

The Debtor needs Allen & Overy to:

     a) advise the Debtor of its powers and duties as a debtor-
        in-possession;

     b) assist in the preparation of financial statements, the
        schedules of assets and liabilities, the statement of
        financial affairs, and other reports and documentation
        required by the Bankruptcy Code and the Federal Rules of
        Bankruptcy Procedure;

     c) represent the Debtor at all hearings on matters
        pertaining to its affairs;

     d) prosecute and defend litigated matters that may arise
        during the chapter 11 case;

     e) represent and negotiate on behalf of, the Debtor
        regarding any asset sales;

     f) negotiate, formulate, and confirm a plan of
        reorganization for the Debtor;

     g) counsel and represent the Debtor concerning the
        administration of claims and numerous other bankruptcy
        related matters arising in this case;

     h) counsel the Debtor about various litigation and
        liquidation matters relating to this chapter 11 case;
        and

     i) perform such other legal services that are desirable and
        necessary for the efficient and economic administration
        of the chapter 11 case.

The Debtor selected Allen & Overy as its attorneys because of
the firm's knowledge of the Debtor's business and financial
affairs and its extensive general experience and knowledge, and
in particular, its expertise in the field of business
reorganization under chapter 11 of the Bankruptcy Code.

Allen & Overy's regular hourly rates are:

          Members                     $650 to $675
          Counsel and Associates      $275 to $575
          Paraprofessionals           $130 to $200

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.


SEEC INC: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------
SEEC, Inc., (Nasdaq:SEEC) has received notification from The
Nasdaq Stock Market that it is not in compliance with the
National Market's listing maintenance standards regarding
minimum bid prices and minimum market value of publicly-held
shares.

In accordance with Nasdaq rules, SEEC has 90 days to regain
compliance. SEEC will regain compliance if its stock trades
above $1 per share and the market value of its publicly-held
shares exceeds $5 million for at least 10 consecutive trading
days at any time before December 4, 2002.

The Company's Board of Directors is evaluating various
alternatives to address this issue, including the possibility of
moving to the Nasdaq Small Cap Market if SEEC is unable to
regain compliance with the National Market continued listing
standards.

SEEC's balance sheet at June 30, 2002, the first fiscal quarter-
end, included cash and short term investments of $13.0 million,
or the equivalent of $2.14 per outstanding share of SEEC stock.
The comparable amounts at March 31, 2002 were $14.4 million and
$2.37 per share.

The Company's first fiscal quarter results showed a 37% increase
in revenues over the prior year. In the related press release,
the Company reported that actions had been taken to increase
marketing efforts and re-direct sales resources to cater to
demand for SEEC Mosaic(TM) Studio, and to reduce quarterly
operating expenses by $500,000, all in order to make more
achievable the goal to attain break-even operations.

Early last week, SEEC issued a press release that described the
cost savings and returns on investment that several customers
had realized by automating, integrating and streamlining
customer service, sales and back-office functions with SEEC
Mosaic(TM) Studio. The Company stated that the growing interest
in legacy evolution among large enterprises is a favorable trend
for increased demand for SEEC's solutions.

SEEC, Inc., (Nasdaq:SEEC) provides software solutions that help
insurance, financial services and other companies apply their
knowledge and best practices in new ways, evolving their
business processes to drive growth and profitability. SEEC's
solutions and industry components extend and automate business
processes by connecting corporate systems and infrastructure to
customers and business partners using XML and Web services
technologies, reducing the costs, risks, and time for
introducing Web-based business capabilities.

SEEC's customers include British Telecom, Canada Life,
Nationwide Insurance and other leading companies throughout the
world. Based in Pittsburgh, Pennsylvania, SEEC has offices in
Chicago, Illinois, High Wycombe, U.K., and Hyderabad, India,
plus alliances with independent software vendors and service
providers throughout the world. More information is available at
http://www.seec.com


SLI INC: Files for Voluntary Chapter 11 Reorganization in Del.
--------------------------------------------------------------
SLI Inc., announced that in order to facilitate a financial
restructuring, the Company and its United States subsidiaries
have filed voluntary petitions for reorganization under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  The Company, one of the world's largest
lighting manufacturers, said that the filing would allow it to
continue business operations while implementing its
restructuring plan.  The Chapter 11 filing does not include the
Company's non-United States operations, such as those in Europe,
Latin America, or Asia.

In conjunction with the filing, the Company said that it has
secured a commitment from a group of lenders led by Fleet
National Bank for $35 million in debtor-in-possession financing.  
The post-petition financing, which is subject to Bankruptcy
Court approval, is expected to provide the Company with funding
to support its post-petition trade and employee obligations, as
well as the Company's ongoing operating needs during the
restructuring process.  The Company also announced that its
lenders under the Company's prepetition credit agreement have
agreed to forbear from exercising any rights or remedies against
any of the Company's non-debtor subsidiaries arising from the
Chapter 11 filing.

SLI has requested that the Bankruptcy Court allow the Company to
continue compensation and benefit plans for its employees,
maintain its operations, and make post-petition payments due to
suppliers in the ordinary course of business.

Frank Ward, the Company's Chairman and CEO, stated, "We believe
the Chapter 11 process will enable us to address our liquidity
issues while providing our customers with continued high quality
products and services. The Company does not expect the Chapter
11 process to disrupt our operations and we will continue to
meet our post-petition obligations to suppliers, venders, and
customers."

The Company has already completed workforce reductions and does
not anticipate any additional reductions as a result of the
Chapter 11 process.

The Company has been in contact with many of its suppliers, and
believes that they will continue to support SLI during the
reorganization period.  SLI will provide additional
communication to its suppliers, customers, and other interested
parties and has set up an information section on its Web site at
http://www.sli-lighting.comto provide up to date communication  
regarding the reorganization process.

SLI Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures.  The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps).  They also offer a comprehensive range
of fixtures.  The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. SLI, Inc. is also the #1 global
supplier of miniature lighting products for automotive
instrumentation.

For more information, visit the Company's Web site at
http://www.sliinc.com


SLI INC: Chap. 11 Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: SLI, Inc.
             500 Chapman Street
             Canton, MA 02012

Bankruptcy Case No.: 02-12608

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Chicago Miniature Optoelectronic           02-12599
      Technologies, Inc
     Electro-Mag International, Inc.            02-12600
     Chicago Miniature Lamp-Sylvania Lighting   02-12602
      International  
     SLI Lighting Products, Inc.                02-12603
     SLI Lighting Company                       02-12604
     SLI Lighting Solutions, Inc.               02-12605
     CML Air, Inc.                              02-12606

Type of Business: The Debtor and its affiliates operate in
                  multi-business segments as a vertically
                  integrated manufacturer and supplier of
                  lighting systems, which includes lamps,
                  fixtures and ballasts. The Company
                  manufactures and supplies a wide variety of
                  lighting products, including lamps,
                  (incandescent, fluorescent, compact
                  fluorescent, high intensity discharge,
                  halogen, miniature incandescent, neon, light
                  emitting diodes, and special lamps),
                  fixtures, ballasts and fiber optic lighting
                  systems. The Company serves a diverse,
                  international customer base and has 35
                  manufacturing plants in 11 countries.

Chapter 11 Petition Date: September 9, 2002

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Gregg M. Galardi, Esq.
                  Skadden, Arps, Slate, Meagher
                  One Rodney Square
                  Wilmington, DE 19899
                  302 651-3000
                  Fax : 302-651-3001

Total Assets: $830,684,000

Total Debts: $721,199,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Banca Nazionale Del Lavoro                         $10,000,000
Attn: Carlo Veechi Sr. VP
25 West 51st Street
New York, NY 10019
Phone: 212-314-0701
Fax: 212-489-9088

Everlite Electric Ind.                              $1,761,835
Attn: Eddie Lim
200 Kuang Fu Road
Sec 2 Hsincho
Taiwan ROC
Phone: 011-886-22-267-2000
Fax: 011-886-22-267-6306

Agilent Technologies                                $1,085,013
Attn: Frank Cerbone
3175 Bowers Avenue
Santa Clara, CA 95054
Phone: 408-654-8712
Fax: 408-654-8729

Dong Sung Ind., Co.                                   $495,300
Attn: Bonkyoung Koo
612 Kyodae-Ri
Kuan Ho-Up
Youngchum-Kun
Kyungbuk, Korea
Phone: 52-54-334-9737
Fax: 82-54-332-1320

Osram Sylvania, Inc.                                  $452,829
Attn: Jerry Corntrois
PO Box 98218
Chicago, Illinois 60693
Phone: 987-750-5703
Fax: 987-750-2279

Tae Yang Electric Co.                                 $281,752
Attn: Scong UK Lee
103-3 Seodu - Ri
Sam Ki - Myam
Iksan City
Chonbuk, Korea
Phone: 82-2-777-5593
Fax: 82-2-777-5595

Harison Toshiba Lighting                              $211,015

Everlight Electric Co.                                $112,177

Laser Tech Corporation                                $109,029

Litcom                                                $105,985

Capello Capital Corp.                                 $102,209

Long-beam Enterprise Co.                               $99,616

Borg Instruments Ag                                    $92,736

Railroad LLC                                           $87,093

Manesa de Mexico                                       $83,486

Sub-Miniature Lamp Industries Ltd.                     $81,193

Amtech Lighting Services                               $79,469

Rohm Electronics USA LLC                               $75,302

Tek-Tron Enterprises, Inc.                             $74,375

El Paso Tool and Die Company                           $72,438


SPORTS CLUB: Comerica Bank Extends Credit Facility to Oct. 31
-------------------------------------------------------------
On August 30, 2002, The Sports Club Company, Inc., amended its
Loan Agreement with Comerica Bank - California. The amended
agreement extends the maturity date of the Company's credit
facility until October 31, 2002.  All other terms of the
agreement remain unchanged, including the credit amount,
financial covenants and interest rate.

As of August 30, 2002, there were no borrowings outstanding
under the credit agreement. $7.4 million was utilized in the
form of letters of credit leaving $2.6 million available for
future borrowings.   The Company remains out of compliance with
two of the financial covenants for the June 30, 2002 reporting
quarter. The Bank has waived the Company's compliance with such
covenants for that quarter.

Between now and October 31, 2002, the Company intends on
renewing the bank agreement for another year and redefining the
financial covenants.

The Sports Club Company operates four sports and fitness clubs
(the Clubs) under The Sports Club/LA name in Los Angeles,
Washington D.C. and at Rockefeller Center and the Upper East
Side in New York City. The Company also operates the Sports
Club/Irvine, The Sports Club/Las Vegas and Reebok Sports
Club/NY. SCC's Clubs offer a wide range of fitness and
recreation options and amenities, and are marketed to affluent,
health-conscious individuals who desire a service-oriented club.
The Company's subsidiary, The SportsMed Company, operates
physical therapy facilities in some Clubs.


SUNBEAM CORPORATION: Ex-CEO Al Dunlap Settles SEC Allegations
-------------------------------------------------------------
According to published reports, former Sunbeam Corp., chief
executive officer Al Dunlap has agreed to pay $500,000 for the
settlement of allegations made by the Securities and Exchange
Commission. The allegations related to alleged improper
accounting used to produce "materially false and misleading"
results. In addition to the monetary settlement, Dunlap has also
agreed to a ban from ever serving as an officer or director of
any publicly traded company. Dunlap's settlement neither admits
nor denies guilt. (New Generation Research, September 8, 2002)


TENNECO AUTOMOTIVE: Will Close Facility in Turkey by Year-End
-------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) intends to close its Monroe(R)
shock absorber manufacturing facility in Corlu, Turkey by the
end of this year.  The closure will impact 124 employees
currently employed at the facility, which produces shock
absorbers for original equipment manufacturers and the
aftermarket.

The closing is a part of the company's Project Genesis, a
worldwide initiative to optimize its manufacturing, distribution
and logistics footprint.  Project Genesis, announced in December
2001, is designed to help improve efficiency in the company's
global operations through consolidation, transferring production
between facilities, rearranging operational flow within specific
plants and increasing standardization among the company's
processes and products.

"It is difficult to make decisions that negatively impact
employees and we regret the effect of this announcement on those
in Corlu," said Mark P. Frissora, chairman and CEO, Tenneco
Automotive.  "However, we are determined to continue our efforts
to better integrate our operations and improve our efficiency.  
We are making fundamental changes through Project Genesis, Six
SigmaT and Lean manufacturing to improve our efficiency and
quality while seeking to maximize our manufacturing,
distribution and supply chain operations."

The company remains committed to the Turkish market and will
maintain in-country sales and marketing teams to service both
its original equipment and aftermarket customers.  The company
will import ride control products for this market from other
Tenneco Automotive facilities in Europe.  Tenneco Automotive
will continue to distribute aftermarket products from its new
distribution center in Istanbul.

This announcement marks the last of eight announced facility
closings as part of Project Genesis.  In addition, the company
is streamlining operational flow or relocating capacity at 20
manufacturing and distribution facilities, five of which are
already completed.  Year-to-date, the company has realized $2
million in savings from Project Genesis, and expects to realize
approximately $11 million from this initiative in 2002.  Once
fully implemented, the company anticipates annualized savings of
$30 million beginning in 2004.

Tenneco Automotive continues to make solid progress on improving
its operations and financial performance.  The company reported
higher earnings in the second quarter of this year, with
reported net income of $19 million, or 45-cents per diluted
share compared with net income of $2 million, or 6-cents per
diluted share during the second quarter of 2001.  The company's
strong cash performance during the quarter allowed it to
decrease its total debt by $86 million during the quarter and by
$94 million year-to-date.

Tenneco Automotive is a $3.4 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 21,000
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are
Sensa-Trac(R) and Monroe(R) Reflex(TM) shocks and struts,
Rancho(R) shock absorbers, Walker(R) Quiet-Flow(TM) mufflers and
DynoMax(R) performance exhaust products, and Monroe(R)
Clevite(TM) vibration control components.

                         *   *   *

As previously reported, Standard & Poor's lowered its corporate
credit rating on exhaust systems and ride control products
manufacturer Tenneco Automotive Inc. to single-'B' from single-
'B'-plus due to the company's continuing poor operating
performance and high debt levels.

The outlook is negative. About $1.5 billion in debt is
outstanding at the Lake Forest, Illinois-based company.

"Despite extensive restructuring actions underway at the
company, intermediate term credit protection measures will
likely remain below levels factored into previous ratings, while
the debt burden will remain substantial," said Standard & Poor's
analyst Lisa Jenkins.

Tenneco Automotive Inc.'s 11.625% bonds due 2009 (TEN09USS1),
DebtTraders says, are trading at 77 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TEN09USS1for  
real-time bond pricing.


TRANSCARE CORP: Chapter 11 Case Summary & 30 Largest Creditors
--------------------------------------------------------------
Lead Debtor: TransCare Corporation
             5811 Foster Avenue
             Brooklyn, New York 11234

Bankruptcy Case No.: 02-14385

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     TransCare New York, Inc.                   02-14386
     TransCare Westchester, Inc.                02-14387
     TransCare Pennsylvania, Inc.               02-14388
     TransCare Maryland, Inc.                   02-14389
     TransCare Hartford County, Inc.            02-14390
     TC Ambulance Group, Inc.                   02-14391
     TC Ambulance North, Inc.                   02-14392
     TransCare Management Services, Inc.        02-14393
     TC Ambulance Corporation                   02-14394
     TCBA Ambulance, Inc.                       02-14395
     TC Hudson Valley Ambulance Corp.           02-14398
     TC Billing and Services Corp.              02-14399
     Montgomery County Ambulance, Inc.          02-14400
     
Chapter 11 Petition Date: September 9, 2002

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Matthew Allen Feldman, Esq.
                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  (212) 728-8000
                  Fax : (212) 728-8111

Estimated Assets: $10 to $50 Million

Estimated Debts: More than $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Hancock Mezzanine          Bond Debt                $7,500,000
Partners L.P.,  
Investment Law Division T-50,
ATTN: Steve Blewitt
200 Claredon Street,
Boston, MA 02117
617-572-9268 (Fax)

Albion Alliance Mezzanine  Bond Debt                $6,000,000
Fund L.P.,
c/o Albion Alliance LLC
ATTN: James Pendergast
1345 Ave of Americas,
41st Floor,
New York, NY 10105
212-969-1545
212-969-1529 (Fax)

John Hancock Mutual        Bond Debt                $4,500,000
Life Insurance
Company, Investment Law Division
ATTN: Steve Blewitt
T-50, 200 Claredon Street,
Boston, MA 02117
617-572-9268 (Fax)

Signature 3 Limited,       Bond Debt                $3,000,000
Investment Law Division T-50,
ATTN: Steve Blewitt
200 Claredon Street,
Boston, MA 02117
617-572-9268 (Fax)

Alliance Investment        Bond Debt                $2,000,000
Opportunities Fund,
c/o Albion Alliance LLC,
ATTN: James Pendergast
1345 Ave of Americas,
41st Floor,
New York, NY 10105
212-969-1545
212-969-1529 (Fax)

First Dominion Funding,    Bond Debt                $2,000,000
c/o Credit Suisse Asset
Management
ATTN: Nicholas Milovich
466 Lexington Avenue,
14th Floor
New York, NY 10017
212-201-9039
(fax) 212-983-4117

Gerard Schultz             Note                     $1,520,000
812 Petem Road
Kingsville, New York 21087
410-879-6061 (phone)

and Anthony Brown,
3739 Old Georgetown Road
Baltimore, Maryland 21227
410-557-6444
410-242-9332 (Fax)

William Noble              Note                       $750,000
132 Bella Vista Court,
Murrayville, Pennsylvania
15668
724-733-7972 (phone)
412-828-0800 (phone/office)

Eugene M. Komondor,        Note                       $650,000
341 Christine Drive, N.
Huntington, Pennsylvania
15642
724-864-3172 (phone)

G. Jayme Burgman,          Note                       $650,000
1315 Oakview Avenue,
White Oak, Pennsylvania 15131
412-672-3299 (phone)
412-672-4763 (fax)

Paul Martha,               Note                       $600,000
600 Grant Street
Suite 5343,
Pittsburgh, PA 15219
412-394-3224

Orlando Orsino Jr.         Note                       $594,000
13904 Glen High Road
Baldwin, Maryland 21013
410-592-8014

Sean and Diane McCabe      Note                       $500,000
12 Edgar Avenue
Aquebogue, New York 11931
631-722-5911 (phone)
631-722-8301 (fax)

Rodd Leeds                 Note                       $450,000
TWC Ambulette Service Inc
370 Fetter Avenue
Hewlett, New York 11557

and Al Liguori
RWC Ambulette Serivce, Inc.
200 Blakcheath Road
Lido Beach, New York 11561
516-431-9690 (phone)

Albert J. Zawicki          Note                        $396,000
14 Perlin Court
Baltimore, Maryland 21234
410-391-9500 (phone)

St. Paul Insurance Co.     Insurance Premium           $385,871
385 Washington Street,
MC1GRS - JOANNE
St. Paul, Minnesota 55102
800-328-2189 (phone)
651-310-2145 (fax)

Susan Witty                Note                        $312,375
2906 Country Lane
Ellicott, Maryland 21042
410-461-6262 (phone)
410-461-1819 (fax)

H. Robert Coulter          Note                        $300,125
2906 Country Lane
Ellicott, Maryland 21042
410-461-6262 (phone)
410-461-1819 (fax)

Forty Five-Eighteen        Landlord                    $231,698
Court Sq. L.L.C.  

Abbey Richmond Ambulance   Note                        $200,000
Service Inc.

Whaleco Commerical Div.    Trade Debt                  $111,250
Petro

DIXIE USA EMS SUPPLY       Trade Debt                   $52,374

Moore Medical Corp.        Trade Debt                   $50,719

York Claims Service Inc.   Trade Debt                   $44,158

Luberman's Mutual          Trade Debt                   $39,090
Insurance Co.

Medtronic Physio Control   Trade Debt                   $34,702
Corp.

PAPERMASTERS INT LTD,      Trade Debt                   $26,024

Mystro, Inc.               Trade Debt                   $28,870

Sunbelt Medical            Trade Debt                   $21,677

SARAD MARKETING INC.       Trade Debt                   $18,958


TRENWICK GROUP: Swiss Re Unit Buys Conv. Preferreds for $40 Mil.
----------------------------------------------------------------
Trenwick Group Ltd., (NYSE: TWK) said that European Reinsurance
Company of Zurich, a subsidiary of Swiss Reinsurance Company,
purchased 550,000 of Trenwick's Series B Cumulative Convertible
Perpetual Preferred Shares with a liquidation preference of $100
per share for an aggregate purchase price of $40 million.

The purchase was made pursuant to a Second Amended and Restated
Catastrophe Equity Securities Issuance Option Agreement between
European Re and Trenwick. Concurrently with the purchase of the
preferred shares Trenwick and European Re agreed to terminate
the pending arbitration proceedings, increase the dividend rate
applicable to the preferred shares by 2.0% and reduce the
restrictions on European Re's ability to transfer the preferred
shares from three years to six months. The preferred shares are
convertible after five years into Trenwick's common shares at
the higher of Trenwick's book value or common share market value
at the time of conversion.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer of Trenwick, stated, "We are pleased to conclude the
exercise of the Catastrophe Option Agreement in a manner
satisfactory to both Swiss Re and us."

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with three principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London insurer and at Lloyd's. Trenwick's U.S.
specialty program insurance business underwrites U.S. property
and casualty insurance through specialty program administrators.

                         *    *    *

As reported in Tuesday Edition of Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its counterparty
credit ratings on Trenwick Group Ltd., and related holding
companies to double-'B' from triple-'B'-minus to reflect their
reduced business position following declines in the operating
companies' performance and the opinion that in the event of
constraints in available capital, management will prioritize the
distribution of resources among its various operations.

Standard & Poor's also said that it lowered the ratings on
Insurance Corp., of NY; Dakota Specialty Insurance Co., its
wholly owned subsidiary; Trenwick International Ltd.; and
Chartwell Insurance Co., because it is no longer giving ratings
credit for support from other group members.

In addition, Standard & Poor's affirmed its ratings on Trenwick
America Reinsurance Corp. and LaSalle Re Ltd.  Standard & Poor's
also withdrew its ratings on Chartwell Re Corp., at management's
request.

The outlook on all these companies is negative.


UNIROYAL TECHNOLOGY: Turning to Buccino for Financial Advice
------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates want
to sign-up Buccino & Associates, Inc., as their restructuring
consultants and financial advisors in their chapter 11 cases.

The Debtors submit that the retention of a restructuring
consultant and financial advisor is justifiable and necessary to
assist and further enable the Debtors to execute faithfully
their duties as debtors and debtors-in-possession.

Without limitation, Buccino will:

     a) advise and assist the Debtors in costs and exposure
        reduction;

     b) assist with the management of the bankruptcy process, as
        required;

     c) assess the Debtors' operations and recommend the
        restructuring or dispositions of operations as
        appropriate;

     d) review the overhead costs and expenses of the Debtors
        and propose actions necessary to reduce costs where
        possible;

     e) assist with the preparation of projections, including
        feasibility analyses and schedules;

     f) assist and monitor downsizing operations and/or the
        orderly liquidation of terminated operations;

     g) assist the Debtors in the development and negotiations
        of a chapter 11 plan;

     h) assist the debtors with compliance with the reporting
        requirements of the Bankruptcy Code, Bankruptcy Rules
        and the local rules, including reports, monthly
        operation statements and schedules;

     i) assist the analysis and prosecution of reconciliation of
        claims against the Debtors and the identification and
        evaluation of bankruptcy avoidance actions;

     j) consult with all other retained parties, the secure
        lender, the creditors' committee, and other parties-in-
        interest as appropriate;

     k) participate in Court hearings and, if necessary, provide
        expert testimony in connection with any hearings before
        the Court;

     l) monitor the Debtors' financial performance; and

     m) perform such other tasks as may be reasonably requested
        by the Debtors or their counsel.

Buccino will be compensated on an hourly basis at the Firm's
ordinary and customary hourly rates:

          Gerald P. Buccino        $500 per hour
          William L. McMahon       $300 per hour
          Other Professionals      $150 - 200 per hour

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.


UNIVIEW TECH.: Nasdaq Will Knock Off Shares Effective Friday
------------------------------------------------------------
uniView Technologies Corp., (Nasdaq:UVEW) has been notified that
its securities will be delisted from The Nasdaq SmallCap Market
at the opening of business on September 13, 2002. Thereafter,
the company's securities will be traded on the OTC-Bulletin
Board.

The company received a Nasdaq Staff determination on September
5, 2002 indicating that the company fails to comply with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4310(C)(4), and that its securities are,
therefore, subject to delisting. In addition, the company's
stockholders' equity, as shown on its March 31, 2002 10-Q, did
not comply with NASDAQ's minimum stockholders' equity
requirement of $2.5 million for continued listing set forth in
Marketplace Rule 4310(C)(2)(B).

The company previously received a notice from Nasdaq indicating
that the bid price of its common stock had closed below the
minimum $1.00 per share requirement for 30 consecutive trading
days. It was provided 180 calendar days, until September 3,
2002, to regain compliance by achieving and maintaining a
closing bid price of at least $1 for a minimum of 10 consecutive
trading days. The minimum bid price requirement was not met
during this period.

The company's stockholders' equity has been adversely impacted
by GAAP accounting rules for redeemable preferred stock, such as
the company's Series 2002-G preferred stock, the redemption of
which is outside the company's complete control. These rules
were clarified by the recent adoption of Emerging Issues Task
Force Topic No. D-98, which is effective for all reporting
periods ending after December 15, 2001. Topic D-98 recognizes
changes in the redemption value of these securities as they
occur. The redemption value of these securities is tied to the
market price of uniView's common stock, causing the net income
and stockholders' equity to fluctuate with the market - as the
stock price goes up, the shareholders' equity goes down, as the
stock price goes down, the shareholders' equity goes up.
Therefore, if the stock did maintain a price above $1.00, the
company would face delisting due to reduction of shareholders'
equity.

If the terms of Series 2002-G were amended so that the choice to
redeem for cash or convert to common stock at June 30, 2004 is
at the company's sole option, the preferred could be
reclassified from redeemable preferred stock to equity and
eliminate the reverse correlation between stock price and
stockholders' equity. However, while Brown Simpson Asset
Management LLC has been cooperative with the company in the
past, it has refused to allow an amendment to the terms of
Series 2002-G. The company has therefore determined not to
appeal the current delisting.

The delisting is likely to affect pending and ongoing business
operations in the Asia region as the Nasdaq listing has been a
primary consideration in those endeavors. The company therefore
plans to continue to reduce operating costs and reassess its
ongoing business opportunities and direction.

Dallas-based uniView Technologies Corporation --
http://www.uniView.com-- offers enhanced digital media  
solutions to customers worldwide. Its products deliver the
highest quality video, audio and gaming features through
broadband networks. In addition, uniView provides companies with
enterprise customer service solutions through CIMphony(TM), a
suite of computer telephony integration software products and
services. CIMphony allows contact centers to customize and
incorporate voice, data and Internet communications into their
customer interactions. The company markets its products and
services to hospitality, utility, banking and telecommunication
companies. uniView currently operates in Asia through its
majority-owned subsidiary, uniView Asia Limited, based in Hong
Kong.


US AIRWAYS: Look for Schedules and Statements on September 25
-------------------------------------------------------------
Section 521(1) of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure require all debtors to
prepare comprehensive lists of their creditors and equity
security holders, detailed schedules of assets and liabilities,
schedules of current income and expenditures, a schedule of all
executory contracts and unexpired leases to which they are a
party and a statement of financial affairs.  If a debtor can't
or won't disclose this information to the Court and creditors,
the sanction is dismissal of the bankruptcy case.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom,
assures Judge Mitchell that US Airways Group Inc., and its
debtor-affiliates take these disclosure obligations seriously.  
Mr. Butler also reminds Judge Mitchell that the Debtors provide
regularly scheduled service at over 200 airports in the United
States, Canada, Mexico, France, Germany, Italy, Spain, Belgium,
the United Kingdom and the Caribbean. During 2001, the Debtors
enplaned 56,000,000 passengers, making it the seventh largest
air carrier in the United States -- as ranked by revenue
passenger miles.  Thus, the Debtors have tens of thousands of
creditors and other parties-in-interest.  Given the size and
complexity of the Debtors' operations, and since prepetition
invoices have not yet been received or entered into its
financial systems, the Debtors have not had the opportunity
to gather the necessary information to prepare and file their
Schedules and Statements.

Accordingly, the Debtors sought and obtained a Court order
extending their time to file the Schedules and Statements until
September 25, 2002. (US Airways Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


US AIRWAYS: Reaches Tentative Restructuring Agreement with CWA
--------------------------------------------------------------
US Airways reached a tentative agreement with the Communications
Workers of America, which represents approximately 8,000
reservations and airport ticketing and gate personnel.

The tentative agreement requires ratification by the CWA
membership. Votes are expected to be tallied no later than Sept.
17, 2002.

"This has been a difficult process, yet US Airways and the CWA
together have worked to reach an agreement that meets the target
cost reductions," said Jerry A. Glass, US Airways senior vice
president of employee relations.  "We thank the CWA's leadership
and recognize the significance of the sacrifices we are asking
our employees to make."

Glass said that US Airways will ask the U.S. bankruptcy court
for a short delay from its request to seek relief from the CWA's
existing contract to allow for an expedited ratification.

US Airways currently has restructuring plan agreements in place
with its pilots, represented by the Air Line Pilots Association;
flight attendants, represented by the Association of Flight
Attendants; simulator engineers, dispatchers, and the flight
crew training instructors, each represented by the Transport
Workers Union; fleet service workers, represented by
International Association of Machinists (IAM) District 141; and
maintenance training specialists, also represented by the IAM.

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


US AIRWAYS: CWA Recommends Proposed Contract Changes Acceptance
---------------------------------------------------------------
The Communications Workers of America has reached a tentative
agreement with US Airways on proposed changes to the contract
covering about 8,000 passenger service agents.

CWA's leadership is recommending acceptance of the proposed
changes.

Information about the proposed settlement terms is being mailed
to members at their homes immediately. The ratification process
is being conducted for CWA by the American Arbitration
Association, which also is sending information on voting
procedures to union members' homes.

CWA members will vote on the proposed changes by telephone or
via the Internet under the AAA process, with the voting period
ending today, Sept. 17. Details on the proposed changes will be
available following the vote.


US AIRWAYS GROUP: Revises Policies on Non-Refundable Fares
----------------------------------------------------------
US Airways has revised several of the recently announced policy
changes for non-refundable fares based on customer feedback.  
Most importantly, mileage earned on non- refundable fares will
continue to count toward Dividend Miles tier status credit,
allowing for all base miles earned on all standard non-
refundable fares to count toward attainment of the Silver, Gold,
and Chairman's Preferred levels.

Additionally, for travel on or after Jan. 1, 2003, stand-by
travel on non- refundable fares on US Airways and the US Airways
Shuttle will be allowed with a $100 fee, with restrictions.  The
previously announced policy of non- refundable tickets expiring
after their planned date of use will continue. Non-refundable
tickets can still be changed for other tickets, with the
appropriate fees, at any time prior to the scheduled flight.  
Tickets purchased using fully refundable fares will continue to
have no stand-by fees.

"We heard from many customers about our changes, and we are
responding in a way that should please most of them," said B.
Ben Baldanza, US Airways senior vice president of marketing and
planning.  "Reinstating tier status credit on low-fare tickets
is something very important to many customers, and people are
open to paying a small premium for the ability to stand by for
other flights when using a non-refundable ticket."

US Airways' changes for non-refundable fares are a response to
the growing use of restricted, low-price tickets by business
travelers.  "Business travelers are using non-refundable fares
as a result of corporate travel polices designed to control
costs," said Baldanza.  "Given our own efforts to reduce costs,
we respect the economic pressures on business travelers and
believe that these changes strike a fair balance between the
needs of the corporate traveler and the economics of the airline
business."


U.S. STEEL: Files Statement re Issuance of $600MM in Securities
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) has filed a universal
shelf registration statement with the Securities and Exchange
Commission relating to the possible issuance of up to $600
million in common stock, senior and subordinated debt
securities, preferred stock, warrants, stock purchase contracts
and stock purchase units.  U. S. Steel does not have any  
commitments or immediate plans to sell securities under the new
registration statement.

The registration statement provides that U. S. Steel will use
proceeds from the sale of any securities for general corporate
purposes and may use those funds to repay debt, to finance
acquisitions, for stock repurchases, for capital expenditures,
for investments in subsidiaries and joint ventures, or for
working capital.

U. S. Steel is engaged in the production, sale and
transportation of sheet, plate, tin mill and tubular steel mill
products, coke, taconite pellets and coal; the management of
mineral resources; real estate development; and engineering and
consulting services in the United States and the production and
sale of steel products in Central Europe.

                         *    *    *

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.


WHEELING-PITTSBURGH: Receiver Appointed for Eichleay Properties
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., sought and obtained a Court
order granting a 120-day extension of discovery in this case
because WPSC has recently received a copy of a Consent Order
Appointing Receiver entered in the case of "Citizens Bank of
Pennsylvania, NA v. Eichleay Holdings, Inc., et al" pending
before the Allegheny County Court of Pleas, State of
Pennsylvania.

The Consent Order shows that The Meridian Group is appointed
Receiver of the property and assets of each of:

    -- Eichleay Holdings, Inc., a Pennsylvania corporation;
    -- Eichleay Corporation, a Delaware corporation;
    -- Eichleay Engineers & Constructors Inc., a Pennsylvania
       corporation; and
    -- Eichleay Engineers Inc., a Pennsylvania corporation.

Henry G. Grendell, Esq., at Calfee Halter & Griswold, tells the
Court that WPSC intends to investigate Eichleay's actual status
so WPSC can conserve its own limited assets. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WILLIAMS COMMS: Has Until Nov. 18, 2002 to File Chapter 11 Plan
---------------------------------------------------------------
Erica M. Ryland, Esq., at Jones Day Reavis & Pogue, in New York,
notes that Section 1121(b) of the Bankruptcy Code provides for
an initial period of 120 days after the commencement of a
Chapter 11 case during which a debtor has the exclusive right to
file a plan of reorganization.  Section 1121(c)(3) of the
Bankruptcy Code provides that if the debtor files a plan within
the 120-day exclusive period, it has an additional 60 days to
obtain acceptance of the plan.

In addition, Section 1121(d) of the Bankruptcy Code allows the
Court to extend Williams Communications Group, Inc., and its
debtor-affiliates' exclusive periods, if sufficient cause is
demonstrated.  In determining whether "cause" exists for the
purpose of extending a debtor's exclusive period, courts
consider these factors:

-- the size and complexity of the case;

-- the necessity of sufficient time to negotiate and prepare
   adequate information;

-- the existence of good faith progress toward reorganization;

-- whether the debtor is paying its debts as they come due;

-- whether the debtor has demonstrated reasonable prospects for
   filing a viable plan;

-- whether the debtor has made progress negotiating with
   creditors;

-- the length of time the case has been pending;

-- whether the debtor is seeking an extension to pressure
   creditors; and

-- whether unresolved contingencies exist.

In light of complexity of the Debtors' cases and the progress
already made in successfully negotiating and filing a consensual
plan of reorganization with the support of the Debtors' key
creditor constituencies, the Debtors contend that cause exists
to extend the exclusive periods.

Accordingly, the Debtors sought and obtained a Court order
extending their exclusive plan proposal period through
November 18, 2002 and the exclusive solicitation period through
January 19, 2003.

Ms. Ryland informs the Court that the Debtors' Chapter 11 cases
are subject to strict deadlines under the Restructuring
Agreement whereby any delay will jeopardize the Debtors'
prospect for a successful rehabilitation and reorganization.  
The Restructuring Agreement requires that the Plan be
consummated by no later than October 15, 2002.

Ms. Ryland assures the Court that the extension will not
prejudice the legitimate interests of any creditor or equity
security holder and will afford the parties-in-interest an
opportunity to pursue to fruition the beneficial objectives of a
consensual reorganization. (Williams Bankruptcy News, Issue No.
10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Williams Communications Group Inc.'s 10.875% bonds due 2009
(WCGR09USR1) are trading at about 12.5, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCGR09USR1
for real-time bond pricing.


WILLIAMS COS: Completes Sale of Cove Point LNG Plant to Dominion
----------------------------------------------------------------
Williams (NYSE: WMB) has completed the sale of its Cove Point
liquefied natural gas facility and 87-mile pipeline to a
subsidiary of Dominion Resources (NYSE: D).

The transaction delivered cash proceeds of $217 million.

The sale also eliminates the need for Williams to fund Cove
Point's capital expenditure requirements of approximately $105
million over the next two years.

"The Cove Point divestiture brings an immediate infusion of cash
and represents another important step toward improving our
financial strength and flexibility," says Doug Whisenant,
president and CEO of Williams' gas pipeline unit.

Once reactivated, the LNG facility will serve as another supply
source for Williams' 10,500-mile Transco pipeline system that
delivers natural gas from the Gulf Coast to markets in
northeastern and southeastern states.

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity.  Based in Tulsa, Okla., Williams' operations
span the energy value chain from wellhead to burner tip.  
Company information is available at http://www.williams.com

                          *    *    *

As reported in Troubled Company Reporter's August 5, 2002
edition, Fitch Ratings revised its Rating Watch Status for The
Williams Companies, Inc.'s outstanding credit ratings to
Evolving from Negative. Details of the securities affected are
listed below.

The rating action follows the announcement that WMB has
completed a series of transactions which have significantly
bolstered its near term liquidity position. Specifically, WMB
has obtained cash and/or available credit totaling $3.4 billion
through $2 billion of secured credit facilities and net cash
proceeds of $1.4 billion from delivered from asset sales. In
addition, WMB announced that it has reached an agreement to sell
the Cove Point LNG facility in a $217 million cash transaction
which could close within 45 days. Moreover, the recent plan of
re-organization filed by Williams Communications Group could
provide WMB with additional cash proceeds of approximately $225
million later this year.

The transactions announced are clearly positive and mitigate the
near-term financial hurdles faced by WMB including its ability
to meet upcoming debt maturities and ongoing cash collateral
calls from energy trading activities. However, the ongoing
business, credit, and cash flow profile of WMB continues to
evolve. In particular, the announced divestitures, which include
key energy assets such as NGL pipelines and E&P properties, have
historically been solid cash flow generators for WMB. In
addition, the pledged collateral for the new secured credit
facilities, which includes substantially all of the oil and gas
reserves of Barrett Resources, structurally subordinates WMB's
outstanding senior unsecured debt obligations.

Critical to the direction of WMB's ratings will be its ability
to execute upon its ongoing efforts to sell, monetize, or joint
venture its energy marketing and risk management portfolio
especially given the significant amount of liquidity and capital
being consumed by this business segment. In Fitch's view any
potential transaction or arrangement which would assume WMB's
contractual obligations under long-term tolling arrangements
could have significant positive credit implications. Fitch notes
that both the recent agreement in principle related to
California power market issues and FERC's acknowledgement that
WMB has adequately addressed issues raised in a 6/30/02 show-
cause order could expedite this process.

     Summary of outstanding ratings affected by S&P's action:

                The Williams Companies, Inc.

         --'B-' senior unsecured notes and debentures;

         --'B-' feline PACs;

         --'B' short-term rating.

                      WCG Note Trust

         --'B-' senior notes.

                  Northwest Pipeline Corp.

         --'BB-' senior unsecured notes and debentures.

                 Texas Gas Transmission Corp.

         --'BB-' senior unsecured notes and debentures.

               Transcontinental Gas Pipe Line Corp.

         --'BB-' senior unsecured notes and debentures.


WORLDCOM INC: Signs-Up Howrey Simon as Special Insurance Counsel
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek to employ and
retain the law firm of Howrey Simon Arnold & White LLP, nunc pro
tunc to the Petition Date, as special insurance counsel.  
Specifically, Howrey will be employed and retained to act as
counsel to assist the Debtors as counsel in connection with
insurance coverage matters and advice involving the various
claims and litigation pending against the Debtors and also in
connection with other significant insurance coverage matters,
notably in connection with coverage for certain "right-of-way"
claims pending in various locations around the United States.

The Debtors assert that the approval of Howrey's retention nunc
pro tunc to the Petition Date is fair and equitable in these
cases because they had an immediate need for representation with
regard to these matters and Howrey began its representation
before the terms of this engagement could be approved by the
Court.

The professional services that Howrey has been and will continue
to render in this regard as special insurance counsel include:

-- review and analysis of the Debtors' applicable or potentially
   applicable insurance policies;

-- review of the numerous lawsuits pending in various
   jurisdictions alleging securities law violations, ERISA
   claims, and other claims in which the Debtors and certain of
   their current and former officers and directors currently are
   defendants in an insurance coverage context;

-- coordinating and handling dealings with the Debtors'
   insurers;

-- as or if necessary, pursuit and defense of claims against
   Debtors' insurers and all matters attendant thereto;

-- continued pursuit of the Debtors' insurers in connection with
   pending insurance coverage litigation, including the "right
   of way" related insurance coverage litigation;

-- communicating with personnel of Debtors regarding matters
   relating to Howrey's retention; and

-- other tasks generally incidental to acting as insurance
   coverage counsel.

WorldCom Senior Vice President Susan Mayer relates that the
Debtors have selected Howrey as special insurance counsel on the
basis of Howrey's considerable experience and knowledge in
handling these types of matters.  The Debtors have been informed
that David Steuber, Kirk Pasich and Linda Kornfeld, partners of
Howrey, as well as other members of and associates of Howrey who
will be employed in connection with this representation, are
members in good standing of the Bar of the State of California
and the United States District Court for the Central District of
California.  The services provided by Howrey as special
insurance counsel will not be duplicative of services provided
by any other counsel.  Howrey will coordinate with the Debtors'
other counsels to ensure that there is no unnecessary
duplication of services performed for or charged to the Debtors'
estates.

Howrey member David W. Steuber, Esq., assures the Court that the
firm has no connection with the Debtors, their creditors, any
other parties-in-interest, or their respective attorneys and
accountants, or with the United States Trustee or any person
employed in the office of the United States Trustee.  In
addition, the attorneys at Howrey are not relatives of any of
the District Judges or Bankruptcy Judges in this District, or of
the United States Trustee.  However, Howrey has or had a
relationship with these parties:

A. Top 50 Unsecured Creditors:  Alcatel USA, AMR Corporation,
   AT&T Broadband, Compaq Computer Corp., Comsat Communications
   Inc., Electronic Data Systems Inc., Qwest Communications
   International, Sun Microsystems Inc., Verizon Communications
   Inc., and Verizon Wireless Inc.; and

B. Top 50 Bondholders:  J.P. Morgan Chase, Bear Stearns & Co.
   Inc., Citibank, ABN AMRO, Salomon Smith Barney, Credit Suisse
   First Boston, Banc of America, Custodial Trust, American
   Express, UBS Warburg, PNC Bank National Association, and
   Charles Schwab.

Howrey will conduct an ongoing review of its files to ensure
that no conflicts or other disqualifying circumstances exist or
arise. If any new facts or relationships are discovered, Howrey
will supplement its disclosure with the Court.

The Debtors propose to compensate Howrey on an hourly basis at
rates consistent with the rates charged by Howrey in non-
bankruptcy matters of this type.  The hourly rates proposed to
be charged by Howrey in connection with this representation
range from:

       Partners             $320 - 680
       Associates            200 - 470
       Paralegals             85 - 225

Mr. Steuber informs the Court that Howrey has a $157,242.38
prepetition claim billed to the Debtors for work done in
connection with certain insurance coverage matters.  Howrey also
asserts that it performed $38,528.02 in unbilled work for the
Debtors prior to the Petition Date.  Ms. Mayer clarifies that
the Debtors do not seek authority to pay these prepetition
amounts. Howrey also holds a $75,000 retainer from the Debtors.
(Worldcom Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


WORLDCOM INC: DebtTraders Maintain "Strong Buy" Recommendation
--------------------------------------------------------------
DebtTraders analyst Matther Breckenridge, CFA (1 212-247-5300),
said that DebtTraders continue to maintain its STRONG BUY
recommendation (SAFETY 48%; ATTRACTIVENESS 90%) on the WorldCom,
Inc., Senior Notes and on the MCI Corporation Senior Notes.

Mr. Breckenridge explained that DebtTraders came up with this
recommendation after it had determined that recovery to
WorldCom, Inc., bondholders will likely range between 24.5% and
53.5% of par with the most likely recovery being closer to
approximately 40% of par.

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USA1), DebtTraders
reports, are trading at 22.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.

                          *********

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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