TCR_Public/020916.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 16, 2002, Vol. 6, No. 183     

                          Headlines
      
ADELPHIA BUSINESS: Equity Panel Proposes Screening Wall Protocol
ADELPHIA COMMS: Keeping Defense Lawyers' Time Records Secret
ADVA INT'L: Pursuing Further Funding to Settle Events of Default
ANC RENTAL: Consolidating Operations at San Jose Int'l Airport
APPIANT TECHNOLOGIES: Fails to Comply with Nasdaq Requirements

BEAR STEARNS: Fitch Affirms Low-B Rating on Classes G to L Notes
BELL CANADA INTL: Shares Remain on NASDAQ List after Compliance
BIRMINGHAM STEEL: Court Approves Asset Sale to Nucor for $615MM
BRANTLEY: Urges Shareholders to Re-Think Goldstein's Proposal
BUDGET GROUP: Court Okays Selling Assets to the Highest Bidder

BURLINGTON INDUSTRIES: Sells Used Equipment to Gibbs for $8.7MM
CARAUSTAR: Smurfit Asset Purchase Clears Antitrust Hurdle
CENTURY MEDIA: Parent Continues to Review Plan to Address Debts
COASTCAST CORP: Fails to Meet NYSE Minimum Listing Requirements
CONSECO MH: Fitch Hosting Downgrade Teleconference on Wednesday

CONSECO FINANCE: Fitch Holds & Lowers 352 Securitization Ratings
CONSOLIDATED FREIGHTWAYS: Fails to Meet Nasdaq Requirements
COVANTA ENERGY: Court Approves IRS' Dec. 31 Bar Date Extension
CROWN CRAFTS: Deregisters Unissued 401(k) Plan Equity Interests
CTN MEDIA: Commences Trading on OTCBB Effective Sept. 13, 2002

DATATEC SYSTEMS: Falls Below Nasdaq Continued Listing Criteria
DSET CORP: Fails to Regain Nasdaq SmallCap Listing Compliance
ENRON: Creditors' Committee Taps InteCap as Damages Consultant
EXODUS COMMS: New Admin. Claims Objection Deadline on October 1
FLAG TELECOM: Amends $37 Million Contract with Cable & Wireless

GAP INC: Says Exercise Caution re Unsolicited Mini-Tender Offer
GENEVA STEEL: Files for Chapter 11 Reorganization in Utah
GENEVA STEEL HOLDINGS: Case Summary & 2 Unsecured Creditors
GENUITY: Secures Standstill to Finalize Debt Workout Discussions
GROUP TELECOM: Will File Fiscal Q3 Financial Results by Sept. 30

GXS CORP: S&P Assigns BB- Rating to Corp. Credit & Senior Loans
INTEGRATED HEALTH: Rotech Restates Results After Internal Probe
ITC DELTACOM: Engages BDO Seidman to Replace Andersen as Auditor
J2 COMMS: Closes Acquisition of Burley Bear for $200K & Shares  
KAIRE HLDGS: Likely to Cease Operations if Unable to Raise Cash

KINGSWAY FIN'L: S&P Assigns BB+ Rating to $75MM Preferred Trust
KMART: Moulton Presses for Timely Payment of Lease Obligations
LANTRONIX INC: Fourth Quarter Net Loss Tops $72.5 Million
MCKENZIE BAY: Zaritsky Penny Expresses Going Concern Doubt
METALS USA: Selling Santa Monica Assets to Alloys for $3 Million

MICHAELS STORES: Board Approves Additional Stock Repurchase Plan
MIKOHN GAMING: Implements Restructuring Plan to Reduce Costs
NAPSTER INC: Private Media Offers to Acquire Trademark & URL
ORIGENIX TECHNOLOGIES: Sells Portfolio to Micrologix Biotech
PNC MORTGAGE: Fitch Cuts Ratings on a Variety of Securitizations

POLAROID: Consents to PBGC's Request to Terminate Pension Plan
POWER EFFICIENCY: Recurring Losses Prompt Going Concern Doubt
PSINET INC: 11 Creditors Seek Administrative Expense Payments
SAFETY-KLEEN CORP: KPMG, et al Elbow-Out Andersen as Advisors
SERVICE MERCHANDISE: Simon Property Balks At Lease Assignments   

SHADOWS BEND: Auditors Issue Going Concern Opinion
SONTRA MEDICAL: Continues Nasdaq SmallCap Trading Under "SONT"
SPORTS CLUB: Issues Preferred Shares to 3 Major Shareholders
STRUCTURED ASSET MORTGAGE: Fitch Junks Class B4 Certificates
SUNRISE TECH: Bank Lender Sets Foreclosure Auction for Sept. 24

TELESPECTRUM WORLDWIDE: Hires Grant Thornton as New Auditors
TELIGENT INC: Formally Emerges from Chapter 11 Proceeding
TYCO INTL: Sues Ex-Chairman & CEO Kozlowski for Misappropriation
TYCO INTL: Appoints William Lytton as EVP and General Counsel
UNIVERSITY BANCORP: Board Approves 1-For-2 Reverse Stock Split

US AIRWAYS: Retains PwC as Restructuring Advisors & Consultants
US DIAGNOSTIC: Commences Chapter 11 Reorganization in Florida
US DIAGNOSTIC INC: Voluntary Chapter 11 Case Summary
US INDUSTRIES: Fitch Junks Rating on $250MM 7.125% Senior Notes
WARPRADIO.COM: Taps EricDavid to Assist in Strategic Planning

WORLDCOM INC: Wants Lease Decision Period Stretched to Sept. 22
WORKFLOW MANAGEMENT: Special Committee Taps Jefferies as Advisor
WORLDWIDE WIRELESS: Files for Chapter 11 Protection in Calif.
WORLDWIDE WIRELESS: Case Summary & 20 Largest Unsec. Creditors

* BOND PRICING: For the week of September 16 - 20, 2002

                          *********

ADELPHIA BUSINESS: Equity Panel Proposes Screening Wall Protocol
----------------------------------------------------------------
Norman N. Kinel, Esq., at Sidley Austin Brown & Wood LLP, in New
York, explains that the term "Screening Wall" refers to a
procedure established by an institution to isolate its trading
activities from its activities as a member of an official
committee of debt or equity security holders in a Chapter 11
case.  A Screening Wall includes the employment of different
personnel to perform certain functions, physical separation of
the office and file space, procedures for locking committee
related files, separate telephone and facsimile lines for
certain functions, and special procedures for the delivery and
posting of telephone messages.  These procedures prevent the
Securities Trading Committee Member's trading personnel from the
use or misuse of non-public information obtained by the
Securities Trading Committee Member's personnel engaged in
Committee-related activities and also precludes Committee
Personnel from receiving inappropriate information regarding the
Securities Trading Committee member's trading in Securities in
advance of the trades.  The proposed Screening Wall provisions
also require certain additional disclosures to the U.S. Trustee
to the extent Committee members wish to trade debt securities.

The Official Committee of Equity Security Holders in the Chapter
11 cases of Adelphia Business Solutions, Inc., and its debtor-
affiliates, asks the Court to determine that those Committee
members engaged in the trading of securities for others or for
their own accounts as a regular part of their business, will not
violate their fiduciary duties by trading in the Debtors'
Securities during the pendency of the Debtors' Chapter 11 cases,
provided that a Screening Wall is implemented.

Although members of the Committee owe fiduciary duties to the
equity holders of these estates, Mr. Kinel explains, the
Securities Trading Committee Members also have fiduciary duties
to maximize returns to their respective clients through trading
securities.  "If a Securities Trading member is barred from
trading the Debtors' Securities during the pendency of these
cases because of its duties to other equity holders, it may risk
the loss of a beneficial investment opportunity for its clients
and therefore, may breach its fiduciary duty to its clients,"
Mr. Kinel says.  On the other hand, if a Securities Trading
Committee Member resigns from the Committee, its interests may
be compromised by virtue of taking a less active role in the
reorganization process.  Mr. Kinel asserts that Securities
Trading Committee Members should not be forced to choose between
these duties.

Any Committee member that wishes to trade in the Debtors'
Securities must file with the Bankruptcy Court a "Screening Wall
Declaration" by each individual performing Committee-related
activities in these Chapter 11 cases.  Mr. Kinel states that the
declaration will bind that the individual will comply with
Screening Wall Procedures. (Adelphia Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Keeping Defense Lawyers' Time Records Secret
------------------------------------------------------------
Adelphia Communications and its debtor-affiliates ask the Court
to grant Defense Counsels to be employed in these Chapter 11
cases limited relief from the Interim Compensation Procedures
Order dated August 9, 2002.

The Debtors propose that each Defense Counsel will file its fee
applications, fee statements, time records and related documents
and records in accordance with these procedures:

-- Each Defense Counsel will file its fee applications, fee
   statements, and related documents and records in accordance
   with Sections 330 and 331 of the Bankruptcy Code, the
   administrative orders governing interim compensation in
   Southern District of New York Chapter 11 cases and the
   Interim Compensation Procedures Order;

-- Distribution of a Defense Counsel's Time Records will be
   limited to Chambers, counsel for the Debtors, counsel for the
   Committees, the United States Trustee and any other party
   specifically designated by the Court.  Any party receiving
   the Time Records will be required to maintain the
   confidentiality of information and will not publicly file or
   provide the Time Records, directly or indirectly or by any
   means or in any manner whatsoever, to anyone other than
   Chambers, counsel for the Debtors, counsel for the
   Committees, or the United States Trustee and any other
   parties who are specifically designated by the Court.  Any
   recipient of Time Records will limit access to these
   materials to an attorney only;

-- Each Defense Counsel will publicly file as part of its fee
   applications and fee statements a summary schedule
   containing:

   a. the name of each professional and paraprofessional that
      worked on the case during the period covered by the fee
      statement, his position at the firm;

   b. the year that the professional was licensed to practice;

   c. the hours worked by each professional and
      paraprofessional;

   d. the hourly rate for each professional and
       paraprofessional; and

   e. the amount billed for the period covered by the fee
      statement or fee application;

-- Any party that wishes to obtain any Time Records must submit
   a written request to the applicable Defense Counsel
   explaining with reasonable specificity the basis for the
   request.  The Defense Counsel will have 10 days to respond to
   any request and will use its reasonable efforts to resolve
   any request without judicial intervention.  In the event the
   Defense Counsel agrees to supply the requested information,
   the recipient will be required to maintain the
   confidentiality of the Time Records.  If the Defense Counsel
   determines not to supply the requested information, the
   requesting party will be entitled to file an appropriate
   motion with the Court upon proper notice to parties-in-
   interest;

-- The dissemination and disclosure of the Time Records in
   accordance with these procedures will not constitute a waiver
   of the attorney-client privilege or the attorney work product
   immunity by the applicable Defense Counsel or any other
   party;

-- Any objection to any fee application or fee statement,
   pleading, or other filing, that references the content of the
   Time Records in any manner will be filed with copies of the
   pleading to be sent solely to Chambers, the applicable
   Defense Counsel, counsel for the Debtors, counsel for the
   Committees, the United States Trustee and any other party
   designated by the Court;

-- All objections, pleadings, or other filings will be filed
   with a cover sheet on the document or pleading reciting:

   "The materials herein are filed pursuant to an Order of the
   Court dated ______, 2002.  Pursuant to said Order, the
   attached materials are confidential and may be viewed only by
   the Chambers of the Honorable Robert E. Gerber, [the
   applicable Defense Counsel], counsel for the Debtors, counsel
   for the Official Committee of Unsecured Creditors, counsel
   for the Official Committee of Equity holders, and the United
   States Trustee.  Copies of the attached materials are
   available solely from [the applicable Defense Counsel] or
   otherwise by order of the Court under the procedures set
   forth in the above described Order."

-- The cover sheet of each fee statement will contain the
   caption of the case, designate the party filing the
   materials, and be signed by counsel for said party.  Only the
   cover sheet will become part of the public record in these
   cases.  The pleadings or other materials being filed will be
   maintained in a sealed envelope to which a copy of the cover
   sheet will also be affixed; and
  
-- With respect to any hearing concerning fee statements, fee
   applications, Time Records, or related documents or records,
   the necessary arrangements to maintain the confidentiality of
   the Time Records will be addressed with the Court in advance
   of the hearing.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, explains that the time records in support of fee requests
will often convey a significant amount of information about
confidential governmental Investigations.  "This is not
information that the Debtors, the Cooperating Employees, or the
Government, would necessarily want to become public," Ms.
Chapman explains.  Public disclosure of this information in a
fee application or in the Time Records would prejudice the
Cooperating Employees and the Debtors and would potentially
interfere with or hinder the Government's Investigations.  Ms.
Chapman adds that the Time Records also reveal a substantial
number of communications with government officials, and
investigators from Congress, the DOJ, the SEC and other
governmental agencies which, if filed, may reveal -- or allow a
party to deduce -- highly confidential and privileged
information.  "The sensitive nature of the services provided by
Defense Counsel necessitates the protections and procedures the
Debtors propose," Ms. Chapman asserts.

Ms. Chapman assures that the Court and other parties-in-interest
can review each Defense Counsel's contributions to these cases
and, the reasonableness of time charges in order to determine
the extent of a benefit to the Debtors' estates the
representation yielded without jeopardizing the valid and
compelling privilege and confidentiality interests.  
Accordingly, the Debtors request that the proposed procedures
for reviewing and filing fee statements and fee applications in
this case be adopted in their entirety. (Adelphia Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADVA INT'L: Pursuing Further Funding to Settle Events of Default
----------------------------------------------------------------
ADVA International Inc., (OTC Pink Sheets: ADII) announced in a
Form 8-K filed with the Securities and Exchange Commission
certain events and factors effecting ongoing operations.  ADVA
has missed certain payments based upon agreements to creditors
and to consultants for services rendered and expenses. The
Company is in default of termination agreements with a past
officer of ADVA, and a present officer of its operating
division, Global Information Group USA, Inc. To resolve these
issues, ADVA is currently pursuing further funding and expects
near term results from these efforts.  Without additional short-
term and long-term financing, there is a significant likelihood
the company will be forced to cease operations.

ADVA, through its wholly-owned subsidiary Global Information
Group USA, develops and markets applications software running on
LINUX(R) and UNIX Operating Systems, currently, a complete 3D
solid modeling, animation and rendering system and CAD
visualization products.  The Company anticipates the development
or acquisition of other software products in the future.


ANC RENTAL: Consolidating Operations at San Jose Int'l Airport
--------------------------------------------------------------
To secure significant cost savings at the San Jose International
Airport in San Jose, California while at the same time improve
service to its customers, ANC Rental Corporation and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to:

-- reject the Alamo Concession Agreement, the Alamo Lease, the
   Alamo Participation Agreement, the Alamo Permit and the Alamo
   Management Agreement; and

-- assume and assign the National Concession Agreement, the
   National Lease, the National participation Agreement and the
   National Management Agreement to ANC Rental Corporation.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, tells the Court that National and Alamo
are each in dispute with San Jose City as to outstanding amounts
owed to San Jose prepetition and postpetition.

To date, National owes San Jose City $149,661 in postpetition
expenses.  The parties, however, are in disagreement as to the
prepetition amounts owed.  While National believes it does not
owe any prepetition amounts, San Jose City believes National
owes them $1,285.

Alamo and San Jose City also disagree over the amounts Alamo
owes San Jose City.  As to prepetition expenses, Alamo believes
it has a $64,857 credit, while the City believes Alamo owes
$12,325.  In addition, San Jose City believes that Alamo owes it
$94,476 in postpetition expenses while Alamo believes it owes
the City only $82,371.

Mr. Packel relates that in consideration for San Jose City's
agreement not to object to ANC's proposed consolidation of its
operations at the San Jose Airport, the Debtors have agreed to
increase their minimum annual guaranty payment under the
National Concession Agreement from $1,508,639 to $2,036,000,
effective July 1, 2002.  No other minimum annual guaranty
payments for either Alamo or National will be charged after July
1, 2002.

In addition, the Debtors have made arrangements with Liberty
Mutual Insurance Company, the Debtors' surety provider, to have
a replacement bond issued to San Jose City in the name of ANC
for $1,018,000.  Mr. Packel relates that parties have agreed to
resolve the total amounts outstanding but the Debtors will be
paying San Jose City the charges owed by Alamo and National.

The consolidation of operations at the San Jose airport is
expected to save the Debtors over $1,355,000 per year in fixed
facility costs and other operational costs. (ANC Rental
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


APPIANT TECHNOLOGIES: Fails to Comply with Nasdaq Requirements
--------------------------------------------------------------
Appiant Technologies, Inc. (Nasdaq: APPS), a leader in unified
communications, has received a NASDAQ Staff Determination
indicating that, in association with its recent private
placement of $3.525 million to accredited investors, the Company
does not comply with the shareholder approval provisions set
forth in Marketplace Rules 4350(i)(1)(B) and 4350(i)(1)(D)(ii),
and that its securities are subject to delisting from the NASDAQ
Small Cap Market on September 13, 2002.  Specifically, the Staff
Determination found that certain provisions of the placement
documents as drafted required shareholder approval prior to
finalization of the placement, and that other provisions
provided for prohibited alternative outcomes should shareholder
approval not be granted.

The Company has requested a hearing before a NASDAQ Listing
Qualifications Panel pursuant to the procedures set forth in
NASDAQ Marketplace Rule 4800, and as such, the delisting of the
Company's securities will be stayed pending the Panel's
decision.  There can be no assurance that the Panel will grant
the Company's request for continued listing.

Doug Zorn, President and Chief Executive Officer of Appiant,
stated, "In light of NASDAQ's determination, we have engaged in
negotiations with the group of 13 institutional investors, and
expect that we will be able to amend the terms of the investment
to address the issues NASDAQ raises.  Most investors have
indicated their willingness, directly or through their
representatives, to make the necessary changes to bring the
transaction into compliance with the NASDAQ Rules.  Appiant will
be working diligently to deliver to NASDAQ a fully executed copy
of the necessary amendments in the near future and prior to the
completion of the hearing process."

Appiant Technologies, Inc., is a leading Unified Communications
software development company, delivering next generation UC
applications. Its inUnison(SM) portal enables Service Providers
and Enterprises to offer tools to manage all telephone, email,
voice mail, facsimile, and notification needs in real-time
anywhere, anytime, and in a highly personalized manner using
virtually any communication device such as a PC, PDA, telephone,
or cellular phone. Appiant's enabling technologies include a
speech recognition engine that provides seamless access to its
inUnison distributed portal architecture, allowing information
integration from multiple sources.

Appiant is a member of the Cisco New World Ecosystem partner
program and has been designated a Cisco Powered Network member.
Appiant is headquartered in Pleasanton, Calif., and has offices
in the United States and abroad.  For more information, please
visit the Company's Web site at http://www.appiant.com


BEAR STEARNS: Fitch Affirms Low-B Rating on Classes G to L Notes
----------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities commercial mortgage
pass-through certificates, series 1999-WF2, $278.5 million class
A-1, $525.8 million class A-2 and interest only class X are
affirmed at 'AAA'. The following classes are also affirmed: the
$43.2 million class B at 'AA', the $43.2 million class C at 'A',
the $10.8 million class D at 'A-', the $27.0 million class E at
'BBB', the $10.8 million class F at 'BBB-', the $21.6 million
class G at 'BB+', the $16.2 million class H at 'BB', the $8.1
million class I at 'BB-', the $9.5 million class J at 'B+', the
$10.8 million class K at 'B' and $4.1 million class L at 'B-'.
Fitch does not rate the $10.8 million class M. The ratings
affirmations follow Fitch's annual review of this transaction,
which closed in July of 1999.

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 1.96 times, from 1.87x as year-end 2000 and 1.83x
at issuance. The weighted average DSCR was calculated using
financial statements collected by the master servicer, Wells
Fargo for 97% of the loans remaining in the pool.

Since issuance the transaction's aggregate balance has been
reduced by 5.6% to $1.02 billion from $1.08 billion at closing.
Currently the pool is collateralized by 277 commercial mortgage
loans. Significant property type concentrations include retail
(25%), office (25%), multifamily (23%), industrial (14%) and
hotel (5%) loans. The properties are diversified throughout the
country with significant concentrations in California (40%) and
Texas (7%).

Of concern in the transaction are two loans in special
servicing. The first loan in special servicing is a $5.4 million
retail center located in Baytown, TX, which is currently REO.
The property is well located in a major retail corridor.
However, it is oddly configured which has caused occupancy
issues. Currently occupancy is 75%. The second specially
serviced loan is a $2.7 million retail center located in Houma,
TX and is currently REO. The property became delinquent after
the largest tenant filed bankruptcy and left the center. The
property is located near a struggling regional mall in a
declining market. At this time Fitch is expecting losses on both
of these properties.

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


BELL CANADA INTL: Shares Remain on NASDAQ List after Compliance
---------------------------------------------------------------
Bell Canada International Inc., announced that a NASDAQ Listing
Qualifications Panel has issued a decision allowing BCI's shares
to remain listed on the NASDAQ National Market.  On May 17, 2002
NASDAQ gave notice to BCI that its shares were subject to
delisting for failure to meet certain minimum listing
requirements.  BCI requested and subsequently attended a hearing
before a NASDAQ Listing Qualifications Panel at which it set out
its plan to regain compliance with the minimum listing
requirements.  All of these requirements have now been met.

BCI is operating under a court supervised Plan of Arrangement to
dispose of its remaining assets, settle all claims against the
company and make a final distribution to stakeholders.  BCI is a
subsidiary of BCE Inc., Canada's largest communications company.  
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF. Visit
our Web site at www.bci.ca.


BIRMINGHAM STEEL: Court Approves Asset Sale to Nucor for $615MM
---------------------------------------------------------------
The Delaware Bankruptcy Court approved the sale of substantially
all of the assets of Birmingham Steel Corporation to Nucor
Corporation (NYSE: NUE).

In May 2002, Nucor signed a definitive agreement to purchase
substantially all of the assets of Birmingham Steel for
$615,000,000 in cash.  Primary assets to be included in the
purchase are Birmingham Steel's four operating mills in
Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington and
Jackson, Mississippi, with an estimated combined annual capacity
of approximately 2,0000,000 tons.  Other included assets are the
corporate office located in Birmingham, Alabama; the mill in
Memphis, Tennessee, which is currently not operating; the assets
of Port Everglades Steel Corporation; the assets of the Klean
Steel Division; and Birmingham Steel's ownership in Richmond
Steel Recycling Limited.  The purchase also includes
approximately $120,000,000 in inventory and receivables.

Closing will occur after receiving the required regulatory
rulings.  We expect closing to occur late in the fourth quarter
of 2002.

Nucor is the largest steel producer in the United States and is
the nation's largest recycler.  Nucor and affiliates are
manufacturers of steel products, with operating facilities in
ten states.  Products produced are: carbon and alloy steel -- in
bars, beams, sheet and plate; steel joists and joist girders;
steel deck; cold finished steel; steel fasteners; metal building
systems; and light gauge steel framing.


BRANTLEY: Urges Shareholders to Re-Think Goldstein's Proposal
-------------------------------------------------------------
With its Annual Meeting of Stockholders only days away, Brantley
Capital Corporation (Nasdaq: BBDC) reiterated its commitment to
delivering both near- and long-term value to all of its
stockholders, and urged stockholders not to be misled by the
short- sighted and naive proposals of dissident stockholder
Phillip Goldstein.

Robert P. Pinkas, Chairman and Chief Executive Officer of
Brantley Capital, said, "Brantley's Board and management are
committed to providing value to all of our investors both in the
near- and long-term.  Not only will our well-researched and
market-tested mezzanine investment strategy help reduce the
discount between net asset value and stock price and provide a
stable dividend to our stockholders, but we are also committed
to returning additional value to investors upon achieving
liquidity events for our portfolio companies.  We generally
expect our investments to achieve liquidity within four to seven
years from the date of our original investment.  We began making
such investments in 1997 and are now entering into a phase of
the business plan which emphasizes positioning our more mature
portfolio companies for appropriate liquidity events.  When a
liquidity event does occur, Brantley is committed to using the
proceeds to return value to our stockholders through a variety
of means including, but not limited to, a dividend distribution
or by instituting a stock buyback program.  Brantley may also
seek to reinvest a portion of the proceeds in order to continue
enhancing the value of its portfolio and providing long-term
value to its stockholders."

Mr. Pinkas continued, "Mr. Goldstein's proposals, on the other
hand, are short-sighted and demonstrate a fundamental lack of
understanding of how a business development company such as
Brantley operates and creates lasting value for its
stockholders.  Phil Goldstein's proposals offer Brantley
stockholders only a long term program of distributions of a
highly uncertain value, which we are convinced would be far less
than the amount that could be realized if the Company were able
to exit from its investments in an orderly fashion consistent
with its long-term goal.  As we have said all along, liquidation
is not a viable option.

"Time is short and every vote is extremely important. The
Brantley Board urges all stockholders to vote FOR the Board's
nominees and AGAINST the dissident's proposals by signing,
dating and returning the WHITE proxy card today.  We strongly
encourage stockholders not to support the dissident nominees for
Brantley's Board of Directors. Brantley stockholders are urged
to discard any green proxy card and any other materials they may
be sent from Mr. Goldstein.

"Only your latest dated proxy counts -- even if you have
previously delivered a green proxy card you have every right to
vote with Brantley management's recommendations by simply
signing, dating and returning a WHITE proxy card now."

Brantley Capital Corporation is a publicly traded business
development company primarily providing equity and long-term
debt financing to small and medium-sized private companies
throughout the United States. The Company's investment objective
is to achieve long-term capital appreciation in the value of its
investments and to provide current income primarily from
interest, dividends and fees paid by its portfolio companies.
For further information, please visit the Company's Web site at
http://www.BrantleyCapital.com


BUDGET GROUP: Court Okays Selling Assets to the Highest Bidder
--------------------------------------------------------------
During the later part of 2001, Budget Group Inc., and its
debtor-affiliates recognized that the over-all decline in
revenue after the September 11 bombings, coupled with the
downturn in the car rental industry, made it highly unlikely
that they would be able to increase borrowings under their
existing credit facilities to increase their fleet of cars
during the summer season.

Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that the Debtors retained
Lazard Freres & Co. LLC in December 2001 to help in assessing
the Debtors' financing options and advise the Debtors on
restructuring alternatives.  Shortly after its retention, Lazard
advised the Debtors that an equity infusion would be a
prerequisite to any viable solution to the Debtors' financing
requirements.  The Debtors then instructed Lazard to initiate a
process to raise equity or, in the alternative, attract a buyer
for the Debtors' businesses.

The Debtors sought and obtained the Bankruptcy Court for the
District of Delaware's permission to pursue a sale transaction
in a competitive bidding process designed to yield the maximum
value for their creditors.

The Debtors contend that more than ample business justification
exists to sell the bulk of their operating assets rather than
restructure the business on a stand-alone basis.

Because the Debtors' businesses are tied to the highly
competitive leisure and business airline travel markets, the
Debtors believe that there is significant risk of losing
customers by operating their businesses in Chapter 11 for an
extended period of time.  Fearing a disruption in services
provided by the Debtors or a decrease in quality or quantity of
vehicles provided by the Debtors, customers could take their
businesses by competing companies that are not in bankruptcy.
(Budget Group Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

DebtTRaders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are trading between 18 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
more real-time bond pricing.    


BURLINGTON INDUSTRIES: Sells Used Equipment to Gibbs for $8.7MM
---------------------------------------------------------------
Burlington Industries, Inc. and Burlington Fabrics, Inc., sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to sell certain Used Equipment to Gibbs
International Inc., free and clear of liens, claims and
encumbrances or other interests.  The Court approved their Asset
Purchase Agreement dated July 31, 2002 with Gibbs.

The pertinent terms of the Asset Purchase Agreement includes:

A. Purchase Price:  $8,700,000 to be paid:

     (i) $870,000 as good faith deposit; and

    (ii) $7,830,000 in cash at the Closing;

B. The Equipment:  Certain Machinery & Equipment at:

     (i) Burlington Fabrics' denim fabric plants (yarn plant and
         weave plant) in Stonewall, Mississippi;

    (ii) Burlington Fabrics' denim yarn plant in Mt. Holly,
         North Carolina; and

   (iii) Burlington Industries' synthetic fabric plant in
         Johnson City, Tennessee;

Judge Randall Newsome orders that:

   (a) The Asset Purchase Agreement is approved, and the Debtors
       are authorized to sell all of its right, title and
       interest with regards to the equipment to Gibbs
       International, Inc.;

   (b) The Debtors are authorized to execute, deliver and
       perform actions and expend funds as may be necessary to
       effectuate the terms under the Asset Purchase Agreement
       and all other agreements and documents related thereto;

   (c) The Debtors have full authority to transfer good and
       marketable title in and to the equipment to Gibbs and to
       sell it free and clear of any lien;

   (d) All persons holding liens with respect to the equipment
       are forever barred from asserting the liens against
       Gibbs, its successors and assigns or the equipment, and
       will execute documents as requested by the Debtors or
       Gibbs to evidence termination of lien;

   (e) The stay is waived and the Debtors and Gibbs are entitled
       to the protections of Section 363(m) of the Bankruptcy
       Code;

   (f) Pursuant to Section 1146(c) of the Bankruptcy Code, the
       sale of assets is exempt from any and all stamp taxes and
       similar taxes and all filing officers are directed to
       accept for recording and filing documents presented to
       them without payment;

   (g) The Order will be binding and inure to the benefit of any
       of the Debtors' successors and assigns and Gibbs,
       including, but not limited to, any trustees appointed for
       the Debtors.  The terms of the Order will govern in any
       case of conflict between the Order and the Asset Purchase
       Agreement; and

   (h) Gibbs is not a successor in interest to any Debtor for
       any purpose and except as provided in the Asset Purchase
       Agreement, will not have any liability for acts or
       omissions of the Debtors. (Burlington Bankruptcy News,
       Issue No. 18; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)    


CARAUSTAR: Smurfit Asset Purchase Clears Antitrust Hurdle
---------------------------------------------------------    
Caraustar Industries, Inc., (Nasdaq: CSAR) announced that the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act relating to the company's previously announced
acquisition of the industrial packaging operations of Smurfit-
Stone Container Corporation (Nasdaq: SSCC) has expired. The
parties now anticipate the acquisition will close on September
30, 2002.

Caraustar, a recycled packaging company, is one of the largest
and lowest-cost manufacturers and converters of recycled
paperboard and recycled packaging products in the United States.  
The company has developed its leadership position in the
industry through diversification and integration from raw
materials to finished products.  Caraustar is the only major
packaging company that serves the four principal recycled
paperboard product markets:  tubes, cores and cans; folding
carton and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.

                         *   *   *

On April 8, 2002, Standard & Poor's lowered its corporate credit
ratings on recycled paperboard manufacturer Caraustar Industries
Inc to 'BB' and removed them from CreditWatch where they were
placed on December 20, 2001. Rating outlook is stable.

The rating action reflected expectations that weak market
conditions amid continuing overcapacity will prevent Caraustar
from improving credit measures to levels expected for the prior
rating. Although most of the company's operating issues have
been remedied, and new business volumes are starting to ramp up,
recycled paperboard demand is unlikely to rebound sufficiently
in the near term to significantly boost performance.

The ratings reflect Caraustar's slightly below-average business
profile, with leading positions in various segments of the
recycled paperboard market, limited product diversity, and a
somewhat aggressive financial policy.


CENTURY MEDIA: Parent Continues to Review Plan to Address Debts
---------------------------------------------------------------
Blagman Media International, Inc., (OTC:BMII) said it is
continuing to evaluate its Century Media subsidiary's
operations. Robert Blagman, Chief Executive Officer of Blagman
Media International, Inc., the parent company, noted, "Since
acquiring Century last spring, BMII has advanced nearly $2
million of its funds to the Century operations. BMII can no
longer justify that level of support."

Blagman continued, "We are looking at how we can develop a
sensible plan to continue to service all existing clients and
address the Century payables and the Century liabilities that
were owed to the media outlets and others when we made the
Century acquisition last spring. BMII finds itself constantly
needing to address the old Century obligations. It is difficult
to plan for the future with those burdens. We hope to work with
the media outlets and the other creditors in an effort to
develop a sensible plan to reduce the Century obligations. The
Century space is now being vacated pursuant to a court agreed
settlement with the Century landlord." As reported earlier,
senior executives Gerald Bagg and Renee Hill left Century Media
in late August.

BMII confirmed that it is still committed to its business plan
of pursuing industry consolidation into a single source for
short form and long form advertising and direct response and is
addressing that plan in the context of the evaluation of the
Century operations.

Blagman also noted, "BMII has been tracking Internet chat room
postings regarding Century and BMII. It is not our policy to
respond to individual postings but we, like other public
companies, are finding that many postings contain false and
damaging information. We have identified certain of the
individuals who are responsible for the postings. We intend to
pursue them and others who seem to have an agenda that is
detrimental to the company and its stockholders."

Blagman Media International, Inc., is a publicly held entity
(OTC:BMII) based in Los Angeles and a global direct response
marketing and advertising agency. It currently operates through
two subsidiaries, Blagman Media (a wholly owned subsidiary with
the same name) engaged principally in direct response
advertising and Blagman-Century Media, the result of a March
2002 merger of another special purpose subsidiary with Century
Media, Inc. BMII's principal place of business is located at
1901 Avenue of the Stars, Suite 1710, Los Angeles, CA 90067 and
3130 Wilshire Blvd., Fourth Floor, Santa Monica, CA 90403. For
more information visit the Web site at
http://www.blagmancentury.com


COASTCAST CORP: Fails to Meet NYSE Minimum Listing Requirements
---------------------------------------------------------------
Coastcast Corporation (NYSE:PAR) received notification from the
New York Stock Exchange that trading in Coastcast common stock
will be suspended prior to the opening on Monday, September 23,
2002, or such earlier date as (i) Coastcast is approved to
commence trading in another securities marketplace, or (ii)
there is a material adverse development. The NYSE also notified
Coastcast that following its suspension, the NYSE will inform
the United States Securities and Exchange Commission of its
intent to delist Coastcast common stock from trading on the
NYSE.

Hans Buehler, Chairman and CEO, stated: "It is with great
disappointment that we have to accept the decision of the New
York Stock Exchange to discontinue the listing of our company on
the big board. Listed companies are required to have
shareholders' equity or a market cap of not less than $50
million. Due to recent losses and a decline in the market price
of our stock, the shareholders' equity and market cap of
Coastcast have fallen below $50 million. Coastcast common stock
will be available for trading on the Over-the-Counter Bulletin
Board. A new call number will be assigned to us [this] week.

"During the past several quarters, we have kept you informed as
to what was happening in our company. A very large portion of
our golf business has been lost to China. We now remain the last
independent golf clubhead manufacturer in the U.S. Our proximity
to our customers and years of working relationships has been of
some help to retain a portion of this business. We improved our
performance through reduced lead times, improved quality and
lowered pricing and expect to keep this portion of the business
for the time being.

"Our management team has done a very good job to make the
necessary adjustments commensurate with our reduced business
volume. At the end of March 2000, the company employed 5,688
people in all its facilities, both in the U.S. and in Mexico. At
the end of August 2002, that workforce was reduced to 1,124
employees or by 80%. The force reductions between January and
August of this year were 1,946 or 60%. We did not only reduce
the headcount but we also reduced the entire payroll by cutting
and reducing the salaried areas, as well. Part of our headcount
reductions can be attributed to improving productivity, not just
adjustments to lower revenue.

"We expect to reduce the space we currently have by
approximately 50% by the end of the year. In Mexicali, Mexico,
we were in four separate buildings. That is being reduced to
two. In Tijuana, Mexico, we have one large building,
approximately 40% of which will be available for sublease. A
portion has already been sublet. In the U.S., we were in two
locations, one leased and one owned. We are consolidating in the
leased facility, and are selling the owned one.

"All the changes have been costly for us. We had very high
severance costs. Re-locating and consolidating of plants was
expensive. We have much surplus equipment, most of which has
minimal value.

"A major portion of these costs has been recognized through the
second quarter of this year. Additional charges will occur in
the third quarter and a very few in the fourth. We will then be
finished with most of the reorganization and the related
expenses.

"It is important to note that in spite of all the costs and
changes, we did not show overwhelming losses. And during this
time we still remained free of debt and increased our cash
position. Our cash on January first was $13 million and
increased to almost $17 million by September first. This was
primarily due to cash provided by operating activities. We
intend to employ our cash resource toward further productivity
gains, cost reduction, improving our capabilities and expanding
the type of services we provide.

"We have been working on development of titanium turbocharger
wheels for certain major customers. Some of this work has come
to fruition. We are proceeding with work on a number of models,
which we expect to become production programs.

"We are very excited about this opportunity. Reductions in
emissions of nitrous oxides from diesel exhaust have been
mandated both in the U.S. and Europe. The use of titanium wheels
in the turbocharger is part of a new technology, which
facilitates meeting reductions required through this decade.

"We expect titanium wheels to become an important part of our
business in the years to come. Significant production orders are
beginning in 2003. In addition, the company is optimistic about
other new business opportunities, both in titanium and other
alloys.

"We feel that our golf business has stabilized and do not expect
more losses to China beyond what has happened. I know of no
other company that has undergone the changes we have and were
able to survive. We intend to do better than that. It is a very
strong endorsement for us to know that major companies are
willing to entrust us with long-term programs, such as the
manufacture of titanium turbocharger wheels. That has been a
sign of encouragement to all our employees.

"As our fortunes improve and we resume to report good news and
earnings we hope that our stock price will reflect it. At
present, we have free cash of $2.21 per share, and a book value
per share of approximately $5.70. If belief can be restored in
our company and the work we are doing, the share price should
reflect it and perhaps again be traded on one of the exchanges.

"We will work hard to protect the interests of our company and
its shareholders."

Coastcast, a manufacturer of golf clubheads, produces metal
woods, irons and putters in a variety of metals, including
stainless steel and titanium. Customers include Callaway,
Cleveland, Ping and Titleist. The company also manufactures a
variety of investment-cast orthopedic implants and surgical
tools and other specialty products that are made to customers'
specifications.


CONSECO MH: Fitch Hosting Downgrade Teleconference on Wednesday
---------------------------------------------------------------
Fitch analysts will host a teleconference Wednesday, September
18, at 3:00 PM to discuss its downgrade of Conseco Manufactured
Housing transactions.

Fitch analysts Carol Faber and Jenine Potolsky will host the
call and address the rating actions and any questions or
concerns investors or analysts may have. A question and answer
session will follow immediately after the teleconference.

Participants should call 1-800-362-0058 and international
participants should dial 1-706-634-1155. All participants should
dial in five minutes prior to the 3:00 p.m. EST start time and
give the title of the call 'Conseco'. The call leader is Jenine
Potolsky. Interested parties who are not available for the
teleconference will be able to hear a replay of the call
starting on September 19, 8:00 a.m. EST, until September 21.
Domestic listeners should dial 1-800-642-1687 and international
listeners should dial 1-706-645-9291 and use the access code
'5694133'.

DebtTraders reports that Conseco Inc.'s 10.500% bonds due 2004
(CNC04USR2) are trading between 25 and 30. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for  
real-time bond pricing.


CONSECO FINANCE: Fitch Holds & Lowers 352 Securitization Ratings
----------------------------------------------------------------
Fitch Ratings downgrades 85 classes ($5.95 billion) and affirms
215 classes ($11.75 billion) of 52 Conseco Finance /Green Tree
Finance manufactured housing (MH) transactions as detailed at
the end of this press release. This action follows Fitch's Sept.
9 downgrade of Conseco, Inc. (Conseco Finance Corp's parent) to
'D' due to a default on certain bonds following a 30-day grace
period. Fitch continues to rate Conseco Finance Corp 'CC' and it
remains on Rating Watch Negative.

On August 9, Fitch placed all (except the 'AAA' rated bonds) CFC
and Green Tree Finance manufactured housing bonds on Rating
Watch Negative. This action followed Fitch's downgrade of CFC's
senior debt rating to 'CC' from 'CCC'. Ratings in the 'CC'
category indicate that default is a real possibility and this
creates a significant amount of uncertainty surrounding the
viability of the company. Capacity for meeting financial
commitments is solely reliant upon sustained, favorable business
or economic conditions. On September 9, Fitch conducted an
onsite review of CFC's servicing operation. Fitch found that
there was a sufficient level of staffing, and servicing
functions were being performed at expected levels.

The continued deterioration in the company's financial condition
has greatly heightened Fitch's concerns about the performance of
the company's manufactured housing asset-backed securities. The
sheer size of Conseco's MH portfolio (at $23 billion), and the
difficulties with regard to servicing this unique asset make the
securitizations particularly vulnerable. Given the firm's
financial difficulties, CFC may be unable to continue to
originate new loans. In addition, certain current servicing
practices may not be continued or may be altered, and the amount
and position of the servicing fee in the waterfall may change.
As a result, Fitch has incorporated conservative assumptions
with regard to its analysis as summarized below.

Recovery rates for manufactured housing issuers that no longer
originate loans have experienced loss severities in excess of
80%. If CFC were no longer able to fund loan originations, loss
severities on repossessions would be higher than current loss
severities due to a lack of dealer relationships. Loss
severities tend to be higher when repossessed homes are sold
wholesale vs. retail. If a servicing transfer were to take
place, Fitch would view a replacement servicer as having the
same recovery constraints since the new servicer may not have
significant lending relationships with dealers. As long as
funding is available for new loan originations, CFC would be
able to provide loans to purchase repossessed homes (AKA repo
refis). If the company were to stop funding new originations,
repo refis would not be available as an option and loss
severities would spike up further. This would be the case for
either CFC or a replacement servicer who is not originating new
loans. Given the current financial condition of the company,
continued ability to fund new originations is uncertain.

CFC uses certain servicing practices which may have portrayed
more favorable performance than is actually the case. These
practices include loan assumptions or default transfer of
equities (DTOE), and loan extensions. In certain instances, CFC
feels that a loan extension is a more prudent approach to
servicing a loan than repossessing, and once a loan is extended
it is reported as current. If CFC continues to service, the
incentive for the company to continue using extensions may
change and the company may cease or limit this practice. In
addition, a new servicer may not have the same incentive to use
extensions and/or could report these extensions as delinquent
rather than current. DTOE's or assumable loans would no longer
be an option if the company were no longer originating new
loans. Changes in any or all of these practices could cause an
increase in delinquencies, repossessions and losses.

CFC's manufactured housing securitizations have structural
concerns as well. The majority of the transactions are serviced
for a fee of 50 basis points (bps) which is paid at the bottom
of the waterfall. Fitch recognizes that the non-standard
servicing fee of 50 bps creates a significant obstacle with
regard to obtaining a replacement servicer. More importantly
however, changes in the priority of payment of the servicing fee
would impact the amount of excess spread available to cover
losses. Additional structural concerns revolve around the fact
that CFC is not required to advance. This creates volatility
with regard to the amount of excess spread available to cover
losses.

Fitch's rating actions reflect the performance trends of the
pools. Reduced funding access and the possibility of changing
servicing techniques caused Fitch to assume higher loss
severities and higher delinquencies and repossessions. In
addition, Fitch assumed less excess spread would be available
due to the servicing fee becoming more senior in the priority of
payments. Fitch's assumptions are outlined below.

   -- Loss severities were ramped up from 65% to 90% over the
      next several years and then were reduced back down to 65%;

   -- Delinquencies were increased by 20% of the pool's current
      principal balance to account for loan extensions;

   -- The 50 bps subordinated servicing fee was moved to a
      senior position in the payment priority and increased to
      100 bps over time, which decreased available excess
      spread.

Fitch's review found that there was a clear distinction in the
performance of the MH securitizations across vintages. The mid
to late 1999-2000 vintages are performing worse than others. The
analysis resulted in rating actions being taken on pools that
have exhibited poorer performance and/or contain weaker
collateral attributes. With the exception of certain senior
classes of series 1999-4 through 2001-1, Fitch's downgrades are
limited to subordinated classes M-1 and lower. The ratings for
senior classes expected to be affected of series 1999-4 through
2001-1 are lowered to 'AA' from 'AAA'. Fitch's rating actions
reflect the current and anticipated status of the servicing
operation and expectations of certain risks as previously
indicated.

Fitch will continue to monitor the performance of the
transactions as well as the financial condition of CFC and the
status of its servicing platform.

     The following Conseco Finance /Green Tree Finance MH     
                 transactions are affirmed:

                         Series 1994-1

      --All senior classes 'AA'.

                         Series 1994-2

      --All senior classes 'AA'.

                         Series 1994-3

      --All senior classes 'AA';

      --Class B2 'CC'.

                         Series 1994-5

      --All senior classes 'AA';

      --Class B2 'CC'.

                         Series 1994-6

      --All senior classes 'AAA';

      --Class M1 'AA';

      --Class B1 'A-';

      --Class B2 'CC'.

                         Series 1994-7

      --All senior classes 'AAA';

      --Class M1 'AA';

      --Class B1 'BBB+';

      --Class B2 'CC'.

                         Series 1994-8

      --All senior classes 'AAA';

      --Class M1 'AA';

      --Class B1 'BBB+';

      --Class B2 'CC'.

                         Series 1995-1

     --All senior classes 'AAA';

     --Class M1 'AA';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-2

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB';

     --Class B2 'CC'.

                        Series 1995-3

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-4

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-5

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.   

                        Series 1995-6

     --All senior classes 'AAA';

     --Class M1 'AA';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-7

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-8

     --All senior classes 'AAA';

     --Class M1 'AA';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-9

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1995-10

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                        Series 1996-1

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                       Series 1996-2

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                       Series 1996-3

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                       Series 1996-4

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B1 'BBB+';

     --Class B2 'CC'.

                       Series 1996-5

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1996-6

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1996-7

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1996-8

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1996-9

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1996-10

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-1

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-2

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-3

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-4

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-5

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-6

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1997-8

     --All senior classes 'AAA';

     --Class M1 'AA-';

     --Class B2 'CC'.

                       Series 1998-1

     --All senior classes 'AAA';

     --Class M1 'AA';

     --Class B2 'CC'.

                      Series 1998-3

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1998-4

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1998-6

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1998-7

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1999-1

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1999-2

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1999-3

     --All senior classes 'AAA';

     --Class B2 'CC'.

                      Series 1999-4

     --Class A4 'AAA';

     --Class B2 'CC'.

                      Series 1999-5

    --Class A3 'AAA';

    --Class B2 'CC'.

                      Series 2000-1

   --Class A3 'AAA'.

                      Series 2000-2

   --Class A2 'AAA';

   --Class A3 'AAA'.

                      Series 2000-4

   --Class A3 'AAA'.

                      Series 2000-5

   --Class A2 'AAA';

   --Class A3 'AAA'.

                      Series 2000-6

   --Class A2 'AAA';

   --Class A3 'AAA'.

                      Series 2001-1

   --Class A1A 'AAA';

   --Class A1B 'AAA';

   --Class A2 'AAA';

   --Class A3 'AAA'.

                      Series 2001-2

   --All senior classes 'AAA';

   --Class M1 'AA';

   --Class M2 'A';.

   --Class B1 'BBB';

   --Class B2 'BB'.

                     Series 2001-4

   --Class A 'AAA';

   --Class M1 'AA';

   --Class M2 'A' ;

   --Class B1 'BBB'.

      The following Conseco Finance /Green Tree Finance MH
                transactions are downgraded:

                    Series 1994-1

   --Class B2 to 'CC' from 'BB-'.

                    Series 1994-2

   --Class B2 to 'CC' from 'BB-'.

                    Series 1996-5

   --Class B1 to 'BBB' from 'BBB+'.

                    Series 1996-6

   --Class B1 to 'BBB' from 'BBB+'.

                    Series 1996-7

   --Class B1 to 'BBB' from 'BBB+'.

                   Series 1996-8

   --Class B1 to 'BBB' from 'BBB+'.

                  Series 1996-9

   --Class B1 to 'BBB' from 'BBB+'.

                  Series 1996-10

   --Class B1 to 'BBB' from 'BBB+'.

                  Series 1997-1

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-2

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-3

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-4

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-5

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-6

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1997-8

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1998-1

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1998-3

   --Class M1 to 'A' from 'AA-';

   --Class B1 to 'BBB-' from 'BBB+'.

                  Series 1998-4

   --Class M1 to 'A' from 'AA-';

   --Class B1 to 'BBB-' from 'BBB'.

                  Series 1998-6

   --Class M1 to 'A+' from 'AA-';

   --Class M2 to 'BBB+' from 'A';

   --Class B1 to 'BBB-' from 'BBB'.

                  Series 1998-7

   --Class M1 to 'A+' from 'AA-';

   --Class M2 to 'BBB+' from 'A';

   --Class B1 to 'BBB-' from 'BBB'.

                  Series 1999-1

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A';

   --Class B1 to 'BBB-' from 'BBB'.

                  Series 1999-2

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A+';

   --Class B1 to 'BB-' from 'BBB-'.

                 Series 1999-3

   --Class M1 to 'A-' from 'AA';

   --Class M2 to 'BBB-' from 'A';

   --Class B1 to 'BB-' from 'BBB-'.

                 Series 1999-4

   --Classes A5-A9 to 'AA' from 'AAA';

   --Class M1 to 'A-' from 'AA';

   --Class M2 to 'BBB-' from 'A';

   --Class B1 to 'BB-' from 'BBB-'.

                 Series 1999-5

   --Classes A4-A6 to 'AA' from 'AAA';

   --Class M1 to 'A-' from 'AA';

   --Class M2 to 'BBB-' from 'A';

   --Class B1 to 'BB-' from 'BBB-'.

                Series 2000-1

   --Classes A4-A5 to 'AA' from 'AAA';

   --Class M1 to 'A-' from 'AA';

   --Class M2 to 'BBB-' from 'A';

   --Class B1 to 'BB-' from 'BBB-';

   --Class B2 to 'CCC' from 'B-'.

               Series 2000-2

   --Classes A4-A6 to 'AA' from 'AAA';

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A+';

   --Class B1 to 'BB' from 'BBB+'.

              Series 2000-4

   --Classes A4-A6 to 'AA' from 'AAA';

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A';

   --Class B1 to 'BB' from 'BBB'.

             Series 2000-5

   --Classes A4-A7 to 'AA' from 'AAA';

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A';

   --Class B1 to 'BB' from 'BBB'.

            Series 2000-6

   --Classes A4-A5 to 'AA' from 'AAA';

   --Class M1 to 'A' from 'AA';

   --Class M2 to 'BBB' from 'A';

   --Class B1 to 'BB' from 'BBB'.

            Series 2001-1

   --Classes A3-A5 to 'AA' from 'AAA';

   --Class M1 to 'A+' from 'AA';

   --Class M2 to 'BBB+' from 'A';

   --Class B1 to 'BB' from 'BBB'.


CONSOLIDATED FREIGHTWAYS: Fails to Meet Nasdaq Requirements
-----------------------------------------------------------
Consolidated Freightways Corporation (Nasdaq: CFWEQ) has been
advised by the Nasdaq Listing Qualifications Department that,
based on its balance sheet reported in the Form 10-Q for the
period ended June 30, 2002, the company fails to comply with the
net tangible assets and stockholders equity requirements for
continued listing on The Nasdaq Stock Market.

The listings department indicated that this issue, as well as
the company's recent bankruptcy filing, would be considered at
the company's delisting hearing on September 20, 2002. The
hearing was initially scheduled in connection with the company's
failure to timely file its Form 10-Q for the period ended June
30, 2002, which has since been filed.

The company anticipates that after Nasdaq concludes its review,
it will determine that the company has not adequately addressed
these issues and the company's securities will be delisted.

The company said it does not anticipate creditor claims to be
fully satisfied under its Chapter 11 proceedings, and that the
company's stockholders will likely receive no value for their
common stock.

On September 4, 2002, the company's trading symbol was amended
to "CFWEQ" to denote both the company's filing delinquency and
the bankruptcy filing.

Consolidated Freightways, which is headquartered in Vancouver,
Wash., filed for bankruptcy protection September 3, 2002 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
or at the company Web site http://www.cfwy.com


COVANTA ENERGY: Court Approves IRS' Dec. 31 Bar Date Extension
--------------------------------------------------------------
Pursuant to the Bar Date Order issued by the U.S. Bankruptcy
Court for the District of Delaware in the Chapter 11 cases of
Covanta Energy Corporation and its debtor-affiliates, the United
States Government has until September 30, 2002 to file proofs of
claim against the Debtors. However, the Internal Revenue
Services believes that it cannot meet the deadline.

Accordingly, the Debtors and the IRS stipulate that:

   (a) The Amended IRS Bar Date for the filing of any and all
       proofs of claim by the IRS against any of the Debtors is
       December 31, 2002 at 4:00 p.m., prevailing Eastern Time.
       Only those IRS Proofs of Claim actually received by the
       Court on or before 4:00 p.m. on the Amended IRS Bar Date
       will be deemed timely;

   (b) Nothing in this Stipulation is deemed to amend or
       supercede the Bar Date Order, other than with respect to
       the establishment of the Amended IRS Bar Date with
       respect to the IRS Proofs of Claim; and

   (c) Nothing in this Stipulation is deemed to constitute an
       agreement by any of the Debtors or any party-in-interest
       as to the amount, the priority or allowability of any
       claim filed by the IRS against any Debtor.  Each of the
       Debtors and each of the parties-in-interest reserve their
       rights to object to any claim filed by the IRS; provided,
       however, that neither the Debtors nor any other party-in-
       interest have the right to object to any IRS Proof of
       Claim filed by the IRS on the basis that the claim was
       not filed on or prior to the Governmental Bar Date.

Accordingly, Judge Blackshear puts his stamp of approval on the
Stipulation. (Covanta Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CROWN CRAFTS: Deregisters Unissued 401(k) Plan Equity Interests
---------------------------------------------------------------
On November 21, 1995, Crown Crafts, Inc. filed with the
Securities and Exchange Commission a Registration Statement
(Registration Statement No. 033-64499) registering (i) 1,600,000
shares of Crown Crafts' common stock, $1.00 par value, to be
issued to participants under (A) the Crown Crafts, Inc. 1995
Stock Option Plan and (B) The Crown Crafts, Inc. 401(k)
Retirement Savings Plan, and (ii) an indeterminate amount of
interests to be offered or sold pursuant to the 401(k) Plan.
Prior to the date of the Company's present de-registration
filing, the terms of the 401(k) Plan were changed such that no
additional shares of the common stock of Crown Crafts may be
issued under the 401(k) Plan.

Pursuant to the undertaking contained in the Registration
Statement, Crown Crafts has filed a Post-Effective Amendment No.
1 to deregister the Plan Interests that were registered under
the Registration Statement and remain unissued under the 401(k)
Plan.

Crown Crafts, Inc., designs, markets and distributes infant &
juvenile consumer products including bedding, blankets, bibs,
bath and accessories, and luxury hand-woven home decor. Its
subsidiaries include Hamco, Inc., in Louisiana, Crown Crafts
Infant Products, Inc., in California, Churchill Weavers in
Kentucky and Burgundy Interamericana in Mexico.

                          *   *   *

As reported in the July 8, 2002 issue of the Troubled Company
Reporter, Crown Crafts, Inc., informed the SEC that there will
be a delay in the filing of its Form 11-K for its 401(k) Plan
for the year ended December 31, 2001 by the July 1, 2002 due
date. The Company's external auditors, Hendry & DeCosimo, have
informed management that they will be unable to complete their
audit of the Plan by the due date and have requested a 15-day
extension, within which they plan to complete the audit of the
Plan.

As of December 30, 2001, the company posted a total
shareholders' equity deficit of about $10.8 million.


CTN MEDIA: Commences Trading on OTCBB Effective Sept. 13, 2002
--------------------------------------------------------------
CTN Media Group Inc. (Nasdaq: UCTN), received a Nasdaq Staff
Determination dated September 5, 2002 indicating that the
Company has failed to comply with either the minimum net
tangible assets and the minimum stockholders' equity
requirements for continued listing on the Nasdaq SmallCap Market
as set forth in Marketplace Rule 4310(C)(2)(B) and therefore its
common stock is subject to delisting from the Nasdaq SmallCap
Market. Although the Company has the right to appeal Nasdaq's
determination, it does not intend to do so.  

Accordingly, the Company's common stock was delisted from the
Nasdaq SmallCap Market as of the opening of business on
September 13, 2002, and commenced trading on the Over-the-
Counter Bulletin Board under the same symbol following its
delisting from the Nasdaq SmallCap Market.


DATATEC SYSTEMS: Falls Below Nasdaq Continued Listing Criteria
--------------------------------------------------------------
Datatec Systems, Inc. (NASDAQ: DATCE), a leading provider of
technology deployment services and software tools, received a
NASDAQ Staff Determination on September 6, 2002 indicating that
the Company does not comply with the minimum bid price
requirement for continued listing set forth in Marketplace Rules
4450(a)(5) and 4450(e)(2), which require the Company's common
stock to close at $1.00 or more for a minimum of ten (10)
consecutive trading days, and that its securities are therefore
subject to delisting from the NASDAQ National Market.

As of the market close, September 12, 2002, the Company's common
stock has closed at or above $1.00 per share for the past eight
consecutive days.

The Company had previously requested and been granted a hearing
before a NASDAQ Listing Qualifications Panel to review the Staff
Determination related to the fact that it had not timely filed
its Form 10-K for the period ended April 30, 2002. This hearing
is scheduled to take place on September 19, 2002. The deficiency
related to the minimum bid price will also be addressed at the
September 19 hearing. There can be no assurance the Panel will
grant the Company's request for continued listing.

Datatec will continue to fully inform the investing public with
updated information as it becomes available.

Fairfield, NJ-based Datatec Systems specializes in the rapid,
large-scale market absorption of networking technologies.
Datatec's deployment services utilize a software-enabled
implementation model to configure, integrate and roll out new
technology solutions using a "best practices" structured
process. Its customers include Fortune 1000 companies and world-
class technology providers. Datatec stock is listed on the
Nasdaq Stock Market (DATC). For more information, visit
http://www.datatec.com


DSET CORP: Fails to Regain Nasdaq SmallCap Listing Compliance
-------------------------------------------------------------
DSET Corporation (NASDAQ-SCM:DSET), one of the industry's
premier providers of electronic bonding gateways and OSS
solutions for global, multi-vendor networks, received a letter
from the Nasdaq Stock Market, Inc., informing the Company that
its Common Stock is subject to delisting from the Nasdaq
SmallCap Market because the Company had not regained compliance
with the $1.00 minimum bid price per share requirement set forth
in Marketplace Rule 4310(C)(8)(D).

DSET transferred the listing of its Common Stock from the Nasdaq
National Market to the Nasdaq SmallCap Market on May 29, 2002.
However, the Company is not eligible for a 180 calendar day
grace period to regain such compliance since it does not meet
the $5.0 million stockholders' equity requirement for initial
inclusion on the NASDAQ SmallCap Market set forth under
Marketplace Rule 4310(C)(2)(A).

DSET has requested a hearing before the NASDAQ Listing
Qualifications Panel to appeal the ruling by NASDAQ. During the
appeals process, which the Company expects will take between 30
and 60 days, the Company's Common Stock will continue to trade
on the NASDAQ SmallCap Market. There can be no assurance that
the Listing Qualifications Panel will grant the Company's
request for continued listing. In the event the Listing
Qualifications Panel does not grant continued listing, the
Company expects its Common Stock would trade on the Over-the-
Counter Bulletin Board. The OTCBB is a regulated quotation
service that displays real-time quotes, last-sales prices, and
volume information for more than 3,600 equity securities.

DSET Corporation -- http://www.dset.com-- is one of the leading  
providers of innovative OSS software solutions designed to
minimize operational costs and maximize the value of service
offerings for telecommunications providers around the world.
Since 1989, DSET's field-proven products have been used to build
critical global network applications that generate immediate
return on investment. DSET's portfolio of industry-leading
products include: electronic-bonding gateways that allow
competitive service providers to exchange information
electronically with other telecommunications providers which
significantly reduce the time required to provision services and
resolve service outages for their customers; and IPSource, an
advanced IP provisioning, activation and configuration platform
enabling providers to deploy, modify and manage services
quickly, reliably and profitably.


ENRON: Creditors' Committee Taps InteCap as Damages Consultant
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Enron Corporation and its debtor-affiliates sought and
obtained permission from Judge Gonzalez to retain InteCap Inc.,
as its damages consultant, nunc pro tunc to May 14, 2002.

Gavin Wilkinson, Co-Chair of the Committee, anticipates that it
may be necessary to commence one or more actions against certain
parties on behalf of unsecured creditors.  These actions will
likely involve substantial claims for economic damages, which
requires investigation of the potential causes of action, claims
for damages and sources of recovery.  The Committee, in
consultation with Milbank, believes that litigation of this kind
will be most effectively and efficiently conducted with the
assistance of a firm with specialized expertise in identifying,
quantifying and proving economic damages.

According to Mr. Wilkinson, InteCap is an international
consulting firm with over 170 consulting professionals.  InteCap
is well qualified to represent the Committee as its damages
consultant because InteCap professionals have quantified and
testified about economic damages in high-stake commercial
disputes.  Clients and counsel rely on InteCap's expertise
through all phases of litigation, including pre-complaint
analysis, discovery and testimony at trial.  Throughout its
engagements, InteCap maintains an unbiased and thorough approach
to the evaluation of the relevant economic, financial and
valuation issues.  Hence, InteCap has been retained in numerous
high profile financial markets disputes involving accounting
malpractice, bankruptcy, broker/dealer actions, investment fund
mismanagement, public and private company shareholder disputes,
failed or troubled mergers and acquisitions, lender liability,
directors and officers claims, and insurance litigation, as well
as other areas that may be significant in connection with these
cases.

As the Committee's Damages Consultant, Michael G. Mayer,
Managing Director of InteCap, relates that InteCap will:

   (a) assist the Committee and its counsel in analyzing the
       claims of the Debtors' creditors;

   (b) assist with the Committee's investigation of the acts,
       conduct, assets, rights, liabilities and financial
       condition of the Debtors and of the operation of the
       Debtors' businesses;

   (c) assist the Committee's investigation of potential causes
       of action, claims for damages, and sources of recovery
       through litigation;

   (d) assist the Committee in the development of appropriate
       theories of economic damage to the Debtor caused by third
       party actions or failures to act;

   (e) assist the Committee with the quantification of economic
       damages to the Debtor caused by third party actions or
       failures to act;

   (f) assist the Committee and its counsel in the organization
       and review of the evidence available in support of the
       investigations;

   (g) assist and advise the Committee and its counsel with
       respect to its communications with the general creditor
       body regarding significant matters in these cases; and

   (h) perform other consulting services as may be required and
       are deemed appropriate by the Committee in accordance
       with the Committee's powers and duties as set forth in
       the Bankruptcy Code.

Mr. Wilkinson assures the Court that InteCap's services will not
be duplicative to that of Ernst & Young LLP or Ernst & Young
Corporate Finance LLC since Ernst & Young's work is focused on
the question of whether accounting malpractice occurred in
support of determination of accountant's liability while
InteCap's work will be focused on the determination of economic
damages that flow from any accounting malpractice Ernst & Young
identifies.  Importantly, Mr. Wilkinson adds, InteCap's role as
damages consultant will not be limited to accounting malpractice
but will include the determination of potential economic damages
attributable to the actions or failures to act of third parties
other than accountants.

In exchange of the services to be provided, Mr. Mayer informs
Judge Gonzalez that InteCap will seek compensation at its
standard hourly rates:

        Managing Directors          $345 - 545
        Directors                    250 - 345
        Associates                   175 - 250
        Analysts                     125 - 175
        Administrative Staff          70 - 100

Aside from the professional fees, InteCap will also seek
reimbursement of its actual and necessary expenses, including,
long distance phone calls, facsimiles, photocopying, postage and
package delivery charges, messengers, travel expenses, expenses
for working meals and computer-assisted legal research.

Mr. Mayer tells the Court that InteCap does not represent and
does not hold any interest adverse to the Debtors' estates or
their creditors.  More so, InteCap and its professionals do not
have any connection with Enron, their estates or any other
party-in-interest, their respective attorneys and accountants,
the U.S. Trustee or any person employed in the office of the
U.S. Trustee (Enron Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: New Admin. Claims Objection Deadline on October 1
---------------------------------------------------------------
EXDS Inc. (formerly known as Exodus Communications, Inc.),
together with its debtor-affiliates, and the Plan Administrator
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to extend to October 1, 2002 the time
within which they must object to claims for administrative
expenses.  The former Objection Deadline was set on September 3,
2002. (Exodus Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Exodus Communications Inc.'s 11.625%
bonds due 2010 (EXDS10USR1) are trading between 5 and 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDS10USR1
for real-time bond pricing.    


FLAG TELECOM: Amends $37 Million Contract with Cable & Wireless
---------------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates sought
and obtained the Court's authority to amend and assume an
Amendatory Agreement between FLAG Ltd. and Cable & Wireless
Global Network Limited, dated as of October 2, 2001

The Agreement amends and restates certain payment obligations of
CWGN related to its obligations with respect to operation and
maintenance charges applicable to capacity on the FLAG East Asia
cable system, pursuant to that certain:

   (i) Construction and Maintenance Agreement for the FEA
       System, dated December 14, 1995, or

  (ii) certain capacity purchase agreements, or

(iii) certain capacity right of use agreements.

At the request of CWGN and in the interest of confidentiality,
copies of the Agreements will be provided only to:

   (i) the Court's chambers,

  (ii) the Office of the United States Trustee for the Southern
       District of New York,

(iii) counsel to the official committee of unsecured creditors;

  (iv) counsel for FLAG Atlantic Limited's prepetition bank
       lenders,

   (v) counsel for FTHL's prepetition ad hoc noteholders
       committee,

  (vi) counsel for the Joint Provisional Liquidators in the
       Bermuda proceedings, and

(vii) counsel for CWGN.

Copies of the Agreements may be provided to other parties-in-
interest upon reasonable request to the Debtors or their
counsel.

Section 365 of the Bankruptcy Code provides that a debtor may
assume any executory contract or unexpired lease, subject to
court approval, if there has been no default under the agreement
or, if a default has occurred, the debtor cures the default and
provides adequate assurance of future performance under the
agreement.

As an overview, the CWGN Parties are obligated to pay the FLAG
Parties $37,094,885.73 pursuant to the Amendatory Agreement and
other agreements with certain of the non-debtor FLAG Parties.
The amounts, Mr. Reilly says, are past due.

The Amendatory Agreement required CWGN to pay FLAG on or before
April 15, 2002 the sum of $34,055,000 and an additional $130,743
pursuant to invoices issued prior to or concurrently with the
Amendatory Agreement.

The aggregate amount of the April payment, the further CWGN
payments, the MSA payment and the Restoration Charges owed by
certain CWGN Parties to FLAG Parties total $37,094,885.73.

On the other hand, two non-debtor FLAG Parties, Flag Telecom
Japan Limited and Flag Telecom Network USA Limited, owe CWS and
Cable & Wireless IDC Inc. $5,236,237.30, comprising various
overdue amounts pursuant to:

   (a) a Globalnet Agreement dated November 3, 2000, between
       FTN-USA and CWG; and

   (b) a Transit and Backhaul Agreement dated September 26 2001
       between FTJL and CWIDC.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, explains
that the Debtors assumed the Amendatory Agreement in order to
establish a date for the payment by the CWGN Parties to the
Debtors of $31,858,648.43, which represents the total amount
owed by the CWGN Parties to the FLAG Parties after setoff.

The CWGN Parties are required to pay $6,700,000 immediately,
with the remainder due on the later of:

   (a) September 14, 2002, or

   (b) the effective date of the Debtors' Plan.

The assumption of the Amendatory Agreement, as amended, will not
impose any additional obligations or administrative expenses on
FLAG or the other Debtors, because the Amendatory Agreement
primarily addresses the payment obligations of CWGN.  The CWGN
Parties are key customers of FLAG.  Protracted litigation with
any of the CWGN Parties could jeopardize this relationship to
the detriment of the Debtors and their business. (Flag Telecom
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GAP INC: Says Exercise Caution re Unsolicited Mini-Tender Offer
----------------------------------------------------------------
Gap Inc., (NYSE:GPS) received a notification from TRC Capital
Corporation that on September 11, 2002, TRC commenced an
unsolicited "mini-tender offer" to purchase up to 20 million
shares, approximately 2.3 percent of Gap's outstanding common
shares, at a price of $12 per share. That price represents about
a 5 percent discount to Gap's closing price of $12.60 per share
on the day before TRC commenced its offer.

Gap Inc. does not in any way recommend or endorse the TRC offer.

TRC, based in Canada, has made a large number of similar
unsolicited "mini-tender offers" for shares of other companies
in the recent past. "Mini-tender offers" seek less than 5
percent of a company's stock, thereby avoiding many disclosure
and procedural requirements of the U.S. Securities and Exchange
Commission.

The SEC has issued an investor alert regarding "mini-tender
offers" on its Web site at:

     http://www.sec.gov/investor/pubs/minitend.html

The alert provides specific steps that investors should consider
before deciding to sell their shares in response to a "mini-
tender offer." The SEC has said that "mini-tender offers" have
been "increasingly used to catch investors off guard" and that
investors "may end up selling their securities at below-market
prices."

Gap Inc., cautions stockholders that TRC reserves the right to
terminate its offer at any time, at its sole discretion; to
delay payment for shares tendered; and to amend its offer in any
respect. TRC also has the right to decline to purchase tendered
shares if it so chooses for any reason, including in the event
that the offer price exceeds the market price of the shares, or
in the event that it is unable to arrange the financing
necessary to fund its purchase obligations.

Gap Inc., urges stockholders who are considering selling their
shares in response to the offer by TRC to obtain current market
quotations for their shares, to consult with their financial
advisors, and to exercise caution with respect to this
"mini-tender offer."


GENEVA STEEL: Files for Chapter 11 Reorganization in Utah
---------------------------------------------------------
On September 13, 2002, Geneva Steel Holdings Corp (OTC: GNVH),
and five of its direct and indirect subsidiaries filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.  
In January 2002, Geneva Steel LLC, a wholly owned subsidiary of
the Company, also filed a Chapter 11 Bankruptcy proceeding.  
These filings in the United States Bankruptcy Court for Utah,
Central Division, were made by the Company to provide the
Company the necessary time to stabilize the Company's finances.

Geneva Steel's steel mill is located in Vineyard, Utah.  The
Company's facilities can produce steel plate, hot-rolled coil,
pipe and slabs for sale primarily in the western, central and
southeastern United States.


GENEVA STEEL HOLDINGS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Geneva Steel Holdings Corp.
             10 South Geneva Road
             PO Box 2500
             Provo, Utah 84603
             aka Geneva Steel Company

Bankruptcy Case No.: 02-35385

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Iron Ore Mines LLC                         02-35386
     Williams Farm LLC                          02-35387
     Vineyard Management Company                02-35388
     CPICOR Management Company                  02-35389
     Vineyard Iron Co.                          02-35390

Type of Business: Geneva Steel Holdings Corporation is a public   
                  holding company which does not have any
                  significant business activities other than
                  its reporting and compliance obligations in
                  accordance with state and federal laws. It
                  owns 100% of Geneva Steel LLC and 100% of
                  each of the Debtors, except CPICOR Management
                  Company, which is wholly owned by Vineyard
                  Management Company.

Chapter 11 Petition Date: September 13, 2002

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtors' Counsel: Steven J. McCardell, Esq.
                  LeBoeuf Lamb Greene & MacRae
                  1000 Kearns Building
                  136 South Main Street
                  Salt Lake City, Utah 84101
                  (801) 320-6700

Estimated Assets: More than $100 Million

Total Debts: $10,314,500

Debtor's 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pension Benefit Guaranty   Possible Pension        $10,300,000
Corp.                      Obligation
Mark Blank Off of Gen
Counsel #340
1200 K St. NW
Washington, DC 20005
Tel: (202) 326-4020
Fax: (202) 326-4112

Arthur Andersen LLP        Accounting Services         $14,500


GENUITY: Secures Standstill to Finalize Debt Workout Discussions
----------------------------------------------------------------
Genuity Inc., announced that the company and its lenders are
continuing their negotiations on restructuring Genuity's debt,
and they have agreed to an additional 30-day extension, or
"standstill," to provide the parties with an opportunity to
finalize their discussions. As part of the standstill agreement,
Genuity will make a payment of $25 million to the global
consortium of banks that provided the company with a $2 billion
line of credit.

Thursday's extension follows a 30-day standstill that the three
parties announced on August 13, 2002, as they began negotiating
the terms of a mutually satisfactory arrangement. The company
said that the standstill was agreed to by all banks that
provided the $723 million funding that was recently received by
Genuity under its $2 billion line of credit, and Verizon
Communications Inc., which previously loaned Genuity $1.15
billion.

"We hope to enter into agreements with our lenders as quickly as
possible, and the extension reflects the value our lenders see
in these discussions," said Paul R. Gudonis, Genuity chairman
and CEO.

Genuity is not requesting additional funds from its lenders.

The banks and Verizon entered into the standstill agreements
following Verizon's decision on July 24, 2002 to relinquish its
option to acquire a controlling interest in Genuity. This action
resulted in an event of default for Genuity under its credit
facility with Verizon and its credit facility with the banks.

In addition to the standstill agreement, Genuity today announced
that it has been notified by NASDAQ that, for the last 30
consecutive trading days, the company's Class A common stock had
not satisfied the minimum $3.00 per share listing requirement,
and that it has not maintained a minimum market value of
publicly held shares of $15 million for continued inclusion
under NASDAQ Marketplace Rules. As a result, Genuity will have
until December 5, 2002 to regain compliance and maintain its
listing on the NASDAQ National Market.

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP (VoIP), and
Web hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
http://www.genuity.com


GROUP TELECOM: Will File Fiscal Q3 Financial Results by Sept. 30
----------------------------------------------------------------
GT Group Telecom (TSX: GTG.B, GTG.A) reiterated it expects to
file its fiscal third quarter 2002 financial results and the
related management's discussion and analysis by September 30,
2002.

As previously announced, GT Group Telecom has delayed the
preparation and filing of its consolidated financial statements
for the nine months ended June 30, 2002 until September 30 as a
result of being under Companies' Creditors Arrangement Act
protection. On June 26, 2002, GT Group Telecom Inc. was granted
protection for an initial period of 30 days, and on July 25,
2002, obtained an extension of protection to September 10, 2002.
On September 10th the CCAA protection was extended to September
19, 2002.

GT Group Telecom continues to comply with the Alternate
Information Guidelines set out in Ontario Securities Commission
Policy 57-603, which include issuing a default status report
every two weeks.

Monthly reports, filed by PricewaterhouseCoopers, the Canadian
court-appointed Monitor, can be found under the heading
"Monitor's Reports" when visiting the PricewaterhouseCoopers
information link, on the Group Telecom Web site at
http://www.gt.ca  

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network
(SONET) for the highest level of network reliability. Group
Telecom offers next-generation high-speed data, Internet,
application and voice services, delivering enhanced
communication solutions to Canadian businesses. Group Telecom
operates with local offices in 17 markets across nine provinces
in Canada. Group Telecom's national office is in Toronto.


GXS CORP: S&P Assigns BB- Rating to Corp. Credit & Senior Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
corporate credit rating to GXS Corp. At the same time, Standard
& Poor's assigned its double-'B'-minus senior secured bank loan
rating to the company's $210 million credit facilities and a
single-'B' rating to its $235 million senior subordinated notes.
The outlook is negative.

The ratings on Gaithersburg, Maryland-based GXS Corp., formerly
owned by General Electric Corp., reflect a good competitive
position and recurring revenue streams, offset by a narrow
business profile and limited financial flexibility.

GXS provides transaction management infrastructure products and
services that enable companies to exchange business documents
using electronic data interchange.

"The outlook reflects GXS' limited track record both operating
as an independent company and sustaining profitability
improvements following its recent cost restructuring actions,"
said Standard & Poor's credit analyst Emile Courtney.

Fiscal 2002 revenues are expected to be about $420 million.

The company's market positions are defensible because of its
data transport expertise, investments in its value-added network
technology, and established customer relationships. EDI usage is
relatively insensitive to macroeconomic conditions, and
alternative technologies and protocols are not expected to have
a major impact for established providers for at least several
years, if at all. Additional modest growth opportunities may
come from the increasing number of transactions/documents
processed, as well as the addition of new trading partners.

Financial flexibility is modest, with cash of about $15 million
and full availability under GXS' $35 million revolving credit
facility. Still, maturities are limited over the next few years.
The bank loan is rated the same as the corporate credit,
reflecting Standard & Poor's reasonable confidence of
substantial recovery of principal; minimal loss is expected.


INTEGRATED HEALTH: Rotech Restates Results After Internal Probe
---------------------------------------------------------------
Rotech Healthcare Inc., has restated its consolidated financial
results for each of the years ended December 31, 1999, 2000 and
2001, and the three months ended March 31, 2002.

The restatement reflects a net after-tax charge of $14.1 million
over a three-year period. This restatement is the result of the
Company's recently concluded internal investigation reported in
July that confirmed the existence of a pattern of falsified
sales of equipment in bulk by an independent contractor who was
a former Rotech employee, as well as certain improperly recorded
revenues from non-bulk VA service contracts. The investigation
uncovered no evidence of any participation by employees of
Rotech or the VA.

"Our investigation was thorough and comprehensive. We are
confident that the audited restatement of our historical
financial results presents an accurate picture of the Company's
financial performance," said Guy Sansone, president and co-chief
executive officer of Rotech Healthcare. "The restated financial
statements reflect that our fundamentals are sound. This process
is complete and we can now get back to focusing on our
business."

The total of the falsified sales was originally recorded to the
Company's books and records as net revenue of $30.4 million. Of
this amount, $14.8 million was recorded during the six-month
period from October 1, 2001 to March 31, 2002. In addition, $8.1
million of receivables associated with non-bulk VA service
contracts have been written off.

In connection with the investigation, Rotech also retained
special counsel Latham & Watkins and Navigant Consulting, the
government contracts consulting firm, to perform a broad review
of the Company's processes and procedures relating to non-core
revenues, in particular, VA sales. Latham & Watkins validated
the existence of all VA service contracts reflected in the
Company's financial statements. Navigant has made
recommendations to improve controls for Rotech's non-core
business to supplement the Company's existing procedures for its
core business. Rotech management is currently implementing
Navigant's recommendations that include a stricter segregation
of employee responsibilities, enhanced government contracts
administration, and ongoing internal financial audits.

In confirming the results of their respective investigation and
restatement audit, Latham & Watkins and KPMG together
acknowledged that they had full and complete access to all
necessary materials, records, and personnel.

In connection with the investigation, the Company has recovered
approximately $12.5 million of medical equipment inventory,
virtually all of which is in resalable condition. The recovered
inventory is reflected in Rotech's financial statements.

Once filed, Rotech's report of its second-quarter results will
cure the technical default under its bank credit facility and
9-1/2% Senior Subordinated Notes caused by the delay in
reporting. As of the end of the second quarter, Rotech was in
compliance with all of the financial condition covenants in the
Credit Agreement for its bank credit facility.

                    Second-Quarter-2002 Results

Rotech Healthcare reported net revenues for the second quarter
ended June 30, 2002 of $155.0 million, a decrease of 0.4% over
revenues of $155.6 million for the same quarter in the previous
year.

EBITDA totaled $41.0 million for the second quarter of 2002, a
decrease of 4.0% versus EBITDA of $42.7 million in the year-ago
period.

Net earnings for the second quarter of 2002 were $7.4 million,
versus net earnings of $3.6 million for the second quarter of
2001.

Rotech Healthcare Inc., is a leading provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases. The Company provides its equipment and
services in 47 states through over 600 operating centers,
located principally in non-urban markets. Rotech's local
operating centers ensure that patients receive individualized
care, while its nationwide coverage allows the Company to
benefit from significant operating efficiencies. In 2001 the
Company had revenues in excess of $600 million.

Full financial statements will be available at the Company's Web
site at http://www.rotech.com


ITC DELTACOM: Engages BDO Seidman to Replace Andersen as Auditor
----------------------------------------------------------------
On September 6, 2002, ITC/DeltaCom, Inc., engaged BDO Seidman
LLP to succeed Arthur Andersen LLP as the Company's independent
accountant. As previously reported, the Company's relationship
with Arthur Andersen has been effectively terminated because of
the publicly announced wind-down of Arthur Andersen's business.

The decision to engage BDO Seidman has been approved by a duly
constituted committee of the Company's Board of Directors. The
Company has filed an application with the United States
Bankruptcy Court for the District of Delaware seeking court
authorization of the retention of BDO Seidman, and the Company's
engagement of BDO Seidman remains subject to approval by the
bankruptcy court.


J2 COMMS: Closes Acquisition of Burley Bear for $200K & Shares  
--------------------------------------------------------------
Effective on September 3, 2002, National Lampoon Networks, Inc.,
a Delaware corporation and a subsidiary of J2 Communications
organized for the purpose of the acquisition, acquired
substantially all of the assets of Burly Bear Network, Inc., a
Delaware corporation, that Burly Bear had used in its business
of producing and distributing entertainment through a network of
affiliated college television outlets.

The Asset Purchase Agreement, provided that Burly Bear was to
receive as  consideration for the purchase of the assets the
following: $200,000 in cash, less certain transaction expenses;
shares of the Company's common stock having an aggregate value
of $400,000 (resulting in the issuance of 73,801 shares of
common stock); and 150 shares of National Lampoon Networks'
common stock, representing fifteen percent of National Lampoon
Networks' issued and outstanding shares of common stock.

The cash consideration paid in the acquisition was received by
the Company on August 29, 2002, from two existing shareholders
upon their exercise of an option to acquire 2,000 units, with
each unit consisting of one share of the Company's Series B
Convertible Preferred Stock and one warrant to purchase 28.169
shares of the Company's common stock, for a purchase price of
$100 per unit.

                         *   *   *

As reported in the July 31, 2002 edition of the Troubled Company
reporter, NASDAQ had denied the appeal of the delisting of J2
Communications' common stock from the Nasdaq SmallCap Market.  
The Company's common stock trades on the Over-the-Counter
Bulletin Board.

On March 22, 2002, the Nasdaq Listing Qualifications Panel
notified the Company of its delisting determination.  The
Company requested the Nasdaq Listing and Hearing Review Council
to review the Panel's delisting determination.  On July 2, 2002,
the Council notified the Company that it had affirmed the
Panel's decision and on July 26, 2002 NASDAQ notified the
Company that the NASD Board had declined to call the Council's
decision for review.


KAIRE HLDGS: Likely to Cease Operations if Unable to Raise Cash
---------------------------------------------------------------
Kaire Holdings Incorporated, a Delaware corporation, was
incorporated on June 2, 1986.  Effective February 3, 1998, Kaire
changed its name to Kaire Holdings Incorporated from Interactive
Medical Technologies, Ltd. in connection with its investment in
Kaire International, Inc. ("KII").

In 1999, the Company formed YesRx.com, Inc., an Internet
drugstore focused on pharmaceuticals, health, and wellness and
beauty products.  YesRx.com focuses on selling drugs for chronic
care as opposed to emergency needs and works mainly with the
patient who has regular medication needs and requires multiple
refills.

During 2000, the Company completed a reorganization of the
Company, which included the transfer of  the assets of EZ TRAC,
Inc. to a new corporation, Stason Biotech, Inc., in exchange for
40% of the outstanding common stock of the new corporation and
the acquisition of Classic Care Pharmacy.  These transactions
reflected management's strategic plan to transform the Company
from a provider of medical testing and laboratory analysis to
becoming a provider of prescription medication and supplies to
senior citizens and individuals needing chronic care.

In May 2000, the Company acquired Classic Care, Inc., which was
organized as a corporation in April  1997, under the Laws of the
State of California.  Classic Care operates as an agency
distributor of pharmaceutical products, via a unique
prescription packaging system for consumers at senior assisted  
living and retirement centers in the Los Angeles metropolitan
area. In May 2002, the Company discontinued its operations of
providing pharmaceutical products for seniors in assisted living
or retirement centers. Prior to May 2002 Classic Care purchased
prescription drugs in bulk and filled prescriptions for
individuals living in the aforementioned facilities.  Primary
sales are to individuals and consist of packaged prescription
drugs in prescribed dosages. These sales of packaged drug are
primarily paid by Medi-Cal, and the balances of the sales that
are not covered by Medi-Cal are paid directly by individuals.
Classic Care bills Medi-Cal and other third-party payors on
behalf of the customer and receives payment directly from Medi-
Cal.

In November of 2000, the Company advanced its business strategy
with the introduction of the YesRx Health Advocate Program.  The
Health Advocate Program provides medication compliance programs
to HIV/AIDS, diabetic and senior health communities.  The YesRx
Health Advocate Program is a component of Classic Care
operations.

The Company has a net working deficit of $602,911 for the six
months ended June 30, 2002.  Additionally, the Company must
raise additional capital to meet its working capital needs
subsequent to the spin-off of Classic Care.  If the Company is
unable to raise sufficient capital to fund its operations for
the Health Advocacy program, it might be required to discontinue
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

For the three and six months ended June 30, 2002, revenues were
approximately $719,033 and $1,417,916 respectively, for an
increase of $362,452 and of $787,564 respectively from the same
periods in 2001.

Gross profit for products and services was $109,419 and $246,039
for three and six months ended June 30, 2002, an increase of
$71,210 and $178,437 over the same periods prior year. The
increase was due to the acquisition of Classic Care Pharmacy.
The decrease in gross margin percentage is a partially due to an
increase in the Aids Advocacy program sales which has an average
margin percentage ranging from seven to eleven percent.

Selling General & Administrative expense increased to $248,694
from $86,845 for the three months period ended June 30, 2002
versus June 30, 2001, and increased to $383,769 from $201,601
for the six months period ended June 30, 2002 versus June 30,
2001.

Interest expense for operations for the three and six month
period ended June 30, 2002 was $41,695 and $70,005 respectively
compared to the comparable three month period prior year $729
and $37,199 for the comparable six month period prior year. The
increase resulted from the issuance of new convertible debt.

No provision was made for Federal income tax since the Company
has incurred significant net operating losses from inception. As
a result of the Tax Reform Act, the availability of any net
operating loss carry forwards can be deferred, reduced or
eliminated under certain circumstances.

                Liquidity and Capital Resources

The Company's revenues have been insufficient to cover
acquisition costs, cost of revenues and operating expenses.
Therefore, the Company has been dependent on private placements
of common stock securities, bank debt, loans from private
investors and the exercise of common stock warrants in order to
sustain operations. In addition, there can be no assurances that
private or other capital will continue to be available, or that
revenues will increase to meet the Company's cash needs, or that
a sufficient amount of the Company's common stock or other
securities can or will be sold or that any common stock purchase
options/warrants will be exercised to fund the operating needs
of the Company.

On June 30, 2002 the Company had assets of $3,831,576 compared
to $11,616,629 on December 31, 2001. The Company had a total
stockholders' equity of $594,681 on June 30, 2002 compared to an
equity of $937,673 on December 31, 2001, an decrease of
$342,992.

As of June 30, 2002 the Company's working capital position
increased to $6,753,773 from a negative $7,840,143 at December
31, 2001 to a negative $1,086,370.

In July of 2002, Kaire leased an additional warehouse and office
facility in Sun Valley, California.  This new facility consists
of 6,334 square feet of which 1,000 square feet will be used as
office space.  The expansion capacity will be converted into
both office and a second pharmacy space as the need arises. The
lease on the property runs until June 30, 2004. The base rent is
$3,420 per month  plus Kaire is responsible for 5.288% of the
common area operating expense.


KINGSWAY FIN'L: S&P Assigns BB+ Rating to $75MM Preferred Trust
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its triple-'B'
rating to Kingsway Financial Services's Canadian senior debt
issue of approximately C$100 million.

Standard & Poor's also assigned its double-'B'-plus preferred
stock rating to Kingsway Financial Capital Trust I's trust
preferred securities of up to US$75 million.

In addition, Standard & Poor's affirmed its triple-'B'
counterparty credit rating on KFS. The outlook is stable.

"The trust preferred securities will be issued in the U.S.
shortly following the debt issuance," explained Standard &
Poor's credit analyst Kevin Maher. "Funds will be used to
support growth of new business and to partially repay C$42
million of existing debt."

Standard & Poor's expects KFS's organic growth to return to a
more normalized annual level of 10%-15%, with business
continuing to be split closer to 75% from the U.S. and 25% from
Canada in 2003. Consolidated combined ratios for KFS and its
insurance subsidiaries should continue to remain below 100% and
improve, though re-underwriting and competition might cause
KFS's Ontario autobusiness to lag behind the U.S. in
profitability by a year or two. KFS's Ontario auto insurance
business is expected to return to profitability in 2003 because
the company has received approval for a rate increase, with
market conditions continuing to support rate increases in the
other territories in which the company operates.

Among the leading companies in KFS's group of insurance
subsidiaries, Kingsway General Insurance Co., is the leading
nonstandard auto writer in Canada, while Jevco Insurance Co., is
the leading motorcycle insurance company. The group is growing
as a leader in similar lines in its U.S. business. Growth in
2002 has been generated through its lead U.S. subsidiary,
Lincoln General Insurance Co., in the U.S., mostly in
nonstandard auto insurance. Standard & Poor's believes KFS's
demonstrated ability to produce profitable growth within these
companies has enabled it to retain this business position.


KMART: Moulton Presses for Timely Payment of Lease Obligations
--------------------------------------------------------------
Moulton Properties Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to require Kmart Corporation and
its debtor-affiliates to timely observe all of their obligations
under an unexpired nonresidential real property lease.

David A. Newby, Esq., at McCarthy Duffy, in Chicago, Illinois,
explains that the Debtors are trying to shortchange their
obligation to pay for the percentage rent under the Lease.  The
Lease obligates the Debtors to pay, as additional rent, 1% of
their gross sales exceeding $6,562,500 -- up to $10,500,000 --
plus one-half of 1% of the gross annual sales exceeding
$10,500,000 -- up to $13,125,000.  The Lease specifically
provides that the Percentage Rent "will be paid on or before the
30th day following the end of each Lease Year."  The Lease Year
runs from June 1 to May 31.

But, on July 1, 2002, Moulton received the Debtors' check for
$15,802 together with an executed statement, signed by one of
their officers, certifying the amount of gross sales.  According
to the Debtors, the gross sales for the Lease Year ending May
31, 2002 is $11,498,254.

Mr. Newby maintains that, based on the formula in the Lease, the
additional Percentage Rent due and payable was $44,366.
Apparently, the Debtors did not provide Moulton with detailed
sales records showing gross sales by week, month or quarter of
that Lease Year.  Their accompanying statement merely splits the
Percentage Rent calculated on a "prepetition/postpetition"
basis. The check Moulton received was for the postpetition
amount only.

The Debtors may assert that the payment of Percentage Rent based
on prepetition sales unfairly burden the Debtors' estates with
administrative expenses that are not justified by a postpetition
benefit to the estate.  Nevertheless, Mr. Newby insists that,
"while Moulton may agree that a portion of the sales that gave
rise to the calculation of the Percentage Rent may have occurred
prepetition, the Lease quite clearly makes the obligation to pay
the calculated percentage rent a postpetition obligation."

Moulton owns and manages a shopping center located on Nine Mile
Road in Pensacola, Florida.  The Debtors occupy a portion of the
Property under the parties' January 17, 1980 Lease Agreement.
The Debtors operate retail Store No. 9714 at the premises.
(Kmart Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

DebtTraders reports that KMart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading between 17 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LANTRONIX INC: Fourth Quarter Net Loss Tops $72.5 Million
---------------------------------------------------------
Lantronix (Nasdaq: LTRX) reported its results for the fourth
quarter and fiscal year ended June 30, 2002:

     --  The company reported a substantial loss for its fourth
fiscal quarter and year ended June 30, 2002. Principal causes
for the loss were one-time charges attributable to the
impairment of goodwill and purchased intangible assets, and
other one-time charges related to operations in the fourth
quarter.

     --  Revenues for the year grew 17.7 percent to $57.6
million, up from $49.0 million for the prior fiscal year.

     --  The company also announced it will implement a
restructuring of its operations in the first fiscal quarter of
2003, ending September 30, 2002, which is anticipated to reduce
future operating expenses by approximately $12 million per year.  
This restructuring is expected to result in a one-time charge of
$3 to 5 million in the first quarter of fiscal 2003.

Net revenues for the fourth quarter ended June 30, 2002, were
$11.5 million, compared to $12.8 million for the fourth quarter
in the previous fiscal year, a decrease of 9.8 percent.  This
represents a decrease in revenues of 21.1 percent from the prior
quarter revenue of $14.6 million.  Net loss for the fourth
quarter ended June 30, 2002, was $72.5 million, compared to a
net loss of $5.8 million for the fourth quarter in the previous
fiscal year.

For the fiscal year ended June 30, 2002, net revenues were $57.6
million, up from $49.0 million in fiscal 2001, or 17.7 percent.  
For the fiscal year ended June 30, 2002, the net loss was $91.3
million, compared to a net loss of $7.8 million in fiscal 2001.
Loss from operations excluding goodwill and other impairment
charges was $38.2 million for the fiscal year ended June 2002
compared to $11.1 million for fiscal 2001.

Effective July 1, 2001, the company adopted Statement of
Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets," under which goodwill is no longer amortized,
but is subject to annual impairment tests.  The cumulative
effect of adopting this new standard as of July 1, 2001 was a
charge of $5.9 million, reflecting the impairment of goodwill
arising from the acquisition of United States Software
Corporation.  This charge is now reflected in the results for
the first quarter of fiscal 2002.

The company performed additional impairment tests in its fourth
fiscal quarter and recorded charges related to goodwill arising
from other acquisitions and other purchased intangible assets
aggregating $54.6 million. Of this amount, $4.9 million has been
charged to cost of sales.  These charges are reflected in the
results for the fourth quarter.  The nature and scope of the
impairment tests conducted present the risk that between the
date of this disclosure and the company's filing of its Form 10-
K with the Securities and Exchange Commission, subsequent events
or determinations could require additional goodwill and other
intangible asset charges to be recorded.  At this time, if such
subsequent events occur or determinations are made, it is
uncertain whether these additional charges would be booked as
fourth quarter fiscal 2002 events, or charges in the first
quarter of fiscal 2003.

The company estimates other one-time charges for the quarter,
which are included in the reported results, were approximately
$12 million, consisting of a charge of $4.4 million for
uncertainties related to notes receivable from former company
officers, a $2 million charge related to settlement of claims in
connection with the acquisition of Lightwave, in-process
research and development write-off, special legal and audit
fees, restructuring costs, increased reserves related to
inventory, and other expenses.

During the fourth quarter, cash and investments decreased
approximately $8.1 million.  Excluding cash payments for
extraordinary expenses during the period, the company estimates
its normal operating cash utilization for the period was
approximately $4.5 million.  As of June 30, 2002, the company
had cash and investments of approximately $35 million.

Marc Nussbaum, interim president and chief executive officer
said, "As expected, our loss incorporated intangible asset
adjustments and one-time charges that had a substantial impact
on our bottom line.  Although the past quarter and fiscal year
just completed have been extremely difficult for Lantronix, we
believe that with a strong technology portfolio, a committed and
experienced executive team, a strong cash position and zero-debt
balance sheet, we are positioned to achieve long-term growth and
profitability in our target markets.

"In the new executive team's first full quarter on board, which
started this July, we have reviewed operations and prepared a
plan to deliver improved results in fiscal year 2003.  Our
immediate priorities for fiscal 2003 are to reduce operating
costs, conserve cash, return the business to improved product
margins and become cash neutral during the second half of the
fiscal year.  We intend to do this through simplification and
focus, with modest assumptions about revenue growth," Nussbaum
stated.

The company announced that a first step in execution of its
strategic fiscal year 2003 plan is the implementation of a
restructuring program that is expected to result in enhanced
operational efficiencies, improved customer relations and
upgraded marketing efforts.  The company stated that it expects
to reduce operating expenses by $12 million per year as a result
of the program, the majority of which should be completed by the
end of the first fiscal quarter ending September 30, 2002.  This
restructuring is expected result in a one-time charge of $3 to 5
million in the first quarter of fiscal 2003.

"In order to accomplish the improvements we have planned, it is
necessary that we make substantial changes to our organization
and to our staffing.  We have reorganized to establish one
central, worldwide sales organization.  This activity will be
led by a new seasoned sales professional and executive vice
president with more than 25 years' experience in managing world
class OEMs and channel sales organizations.  We are also
consolidating and upgrading marketing activities for our
networking products into one central function, which will be run
by a second, seasoned marketing professional who has recently
joined the company.  Our applications software activity and
marketing will continue to be directed by our existing general
manager of this division," said Nussbaum.

"By consolidating these functions, Lantronix is better able to
provide a truly integrated solution, bringing together all our
technologies and product expertise to solve our customer's
problems.  Aggressive sales and marketing leadership is critical
to our recovery plan and I am very excited to be enhancing the
Lantronix team with these proven technology industry veterans."

Additional actions to be taken include an approximate 22 percent
reduction in headcount, primarily resulting from the transfer of
the company's manufacturing operations to contract
manufacturers, consolidation of some of the company's operations
and sales offices, and aggressive management of SG&A expenses.

                         Fiscal 2003 Outlook

For the first and second quarters of fiscal year 2003, the
company expects revenues to be in line with its fourth fiscal
2002 quarter.  The company also anticipates one-time
restructuring costs in the range of $3 to 5 million to implement
personnel reductions and cost-saving measures during the first
fiscal quarter.

"The accounting impairment charges we experienced in the fourth
quarter will, in part, reduce some of our non-cash charges going
forward.  We are implementing a very aggressive plan to control
expenses and conserve cash. While we expect to experience some
continuing losses and negative cash flow in the first half of
the fiscal year, we believe that Lantronix will be well
positioned to achieve cash flow breakeven by the fourth fiscal
quarter.  We are planning on only modest revenue growth of 10-15
percent on a run-rate basis between the last quarter of fiscal
year 2002 and the end of fiscal year 2003 to achieve our
financial objectives.  The operating team is focused on
launching several new products and key marketing campaigns in
the second and third fiscal quarters as part of the next steps
of our recovery plan.  I am pleased with the company's progress
over the past three months and look forward to reporting
improved operating results as we begin to realize the benefits
of these efforts in the second fiscal quarter," said Nussbaum.

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

                           *    *    *

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


MCKENZIE BAY: Zaritsky Penny Expresses Going Concern Doubt
----------------------------------------------------------
McKenzie Bay International is a Delaware, USA C-corporation,
publicly traded on the Over-The-Counter stock exchange under the
symbol "MKBY".  MKBY, based in Brighton, Michigan, was formed as
a holding company in 1999.  MKBY currently has four subsidiary
companies plus an investment in a strategic operating company
and has signed a Letter of Intent with another.

MKBY has investments in companies that are developing vertically
integrated operations to create, expand and reshape markets for
high-purity Vanadium compounds.  Specifically, MKBY companies
are:

- building a mine and processing facility at Lac Dore, to be
   one of the lowest cost producers in the world and only
   primary producing Vanadium mine in the world dedicated to
   manufacturing high-purity Vanadium products.  Lac Dore is the
   largest Vanadium deposit in North America, and second largest
   Vanadium deposit in the world, with in excess of 5 billion
   pounds of reserves.

- building an energy "solutions" organization, with Vanadium-
   based electricity energy storage technologies at its core,
   that will provide devices and systems to meet the needs of
   exploding niche markets seeking lower cost, continuous,    
   quality electrical energy.

MKBY companies have not begun operations. Development of MKBY
companies, to date, has been wholly supported from equity raised
by MKBY through private placements with individual investors.  
Currently, MKBY has approximately 21.7 million common shares of
stock outstanding (approximately 29 million fully diluted) and a
market capitalization of $30 million.  MKBY currently has a book
value of approximately $2 million.

MKBY's current administrative functions and support of operating
companies requires about $1.2 million, annually. Salaries,
travel, insurance and professional costs make up the majority of
the expenses.  MKBY's corporate activity costs are not expected
to increase in a meaningful way. Subsidiary and affiliate
operations will be decentralized and bear that vast majority of
operating costs.

MKBY expects to recognize revenues and/or increases in
investment value from one or both of its equity positions in
Ptarmigan Off-Grid Power and Vanadium Power Solutions beginning
in late 2003 or early 2004 before Lac Dore is operational.
MKBY's total anticipated investment requirement for both
companies is not expected to exceed $1.5 million, in MKBY stock
and cash.

The Lac Dore Feasibility Study indicated that approximately $230
million would be needed to build out the mine and processing
plant.  With alterations to the Feasibility Study for multiple
products, plus expected operation losses the first 2-years, the
total funding for Lac Dore is projected to approach $310
million, before any optimization is considered.  MKBY's
subsidiary, McKenzie Bay Resources Ltd., is structuring a Joint
Venture with SOQUEM where SOQUEM will fund 20% of the cost of
Lac Dore.  In addition, various Canadian federal, provincial and
local governmental agencies will provide up to 35% of Lac Dore's
cost in the form of grants, subsidies and other financing
vehicles.  The Lac Dore project balance, a projected $117
million, is planned from lending and equity sources.  MKBY
anticipates it may need to raise and invest between $0 and $25
million in MBR to retain controlling interest in Lac Dore.

MKBY Leasing is intended to be a leveraged leasing company,
borrowing the majority of the capital needed to fund leases. The
amount of debt and equity required will depend upon the business
activity, the success in instituting leasing as the primary
financing vehicle for MKBY company products and the ability to
raise capital to fund the leasing operation.  A variety of
alternatives to direct leasing exist that can also "down stream"
benefits to MKBY.  MKBY will use a combination of financing
vehicles via MKBY Leasing to maximize the value of Lac Dore and
subsidiary company products. Other MKBY and subsidiary companies
employ 10 people.

Over the next 18 months, MKBY and its subsidiary and affiliate
companies will need to raise or have committed approximately
$323 million to maintain start-up timelines for execution of
expected contracts.  The presentation amount for MKBY Corporate
assumes 4-years of operations.  At the end of that time, VPS and
Ptarmigan will have been in operation for more than 2-years and
Lac Dore will be a full year into operation.  The funding
requirements are as follows:

     Lac Dore                       $ 310,000,000
     Vanadium Power Solutions           2,500,000
     Ptarmigan Off-Grid Power           3,000,000
     McKenzie Bay Corporate             8,000,000
                                   ----------------
     Total Capital Needs             $323,500,000

VPS and Ptarmigan are shown in aggregate, but MKBY's
contribution to the total funding requirement(s) are relatively
small; $300,000 for VPS and $140,000 (remaining) for Ptarmigan.
Post funding, Dermond is projected to own 33% of VPS and 46% of
Ptarmigan.

MKBY's corporate needs could be met if nearly 100% of
outstanding warrants and options exercised.  Approximately 7
million, combined, are outstanding, which if converted, would
fund corporate overhead. In addition to general operating costs,
$1.5 million has been budgeted for building of a pilot plant for
testing and producing limited quantities of Vanadium Electrolyte
Chemicals, high-purity V2O5 and Vanadium Carbide and Nitride.  
In addition to process optimization experience a pilot plant
gives MKBY, SEI's VRB and EnergySpan are expected to need high-
purity materials before Lac Dore goes into production.

To date MKBY's activities have been financed primarily through
the sale of equity securities, and MKBY anticipates the need for
additional financing through the foreseeable future.  No
assurance can be given that the proceeds of the private offering
of MKBY's securities or any other source of funding will provide
sufficient funds to undertake all of its planned project
expansion for the next twelve months. MKBY estimates that its
capital needs over the twelve-month period will be approximately
$2,600,000.  While income is expected to be generated from the
property MKBY plans to move into production (assuming that its
production and marketing of the vanadium is successful), it is
anticipated that significant additional financing will still be
required to complete the development of a commercially viable
project. There can be no assurance that MKBY will be able to
obtain this additional financing, or that the terms of any such
financing would be favorable to MKBY. MKBY's failure to obtain
the required financing would be detrimental to its ability to
remain a viable company and to exploit its Deposit.

Zaritsky Penny LLP, Chartered Accountants, of London, Ontario,
Canada, in their January 31, 2002, Auditors Report added the
following paragraph for the benefit of readers in the United
States:

"In the United States, reporting standards for auditors require
the addition of an explanatory paragraph when the consolidated
financial statements are affected by conditions and events that
cast substantial doubt on the company's ability to continue as a
going concern, such as those described in Note 2 (a) to the
financial statements. Our report dated January 31, 2002 is
expressed in accordance with Canadian reporting standards which
do not permit a reference to such events and conditions in the
auditor's report when these are adequately disclosed in the
financial statements."


METALS USA: Selling Santa Monica Assets to Alloys for $3 Million
----------------------------------------------------------------
Metals USA, Inc., together with its debtor-affiliates, ask the
Court to approve the sale of the assets of Harvey Titanium Ltd.
and Metals Aerospace International Inc. to Rolled Alloys LP for
$3,000,000, subject to higher and better offers.

The Debtors have been trying to sell 11 of their non-core
business units since April 2002 to reduce their debts and raise
cash.

The essential terms of the sale are:

A. Assets:  Substantially all assets of Harvey Titanium, Ltd.
   and Metals Aerospace International, Inc. located in Santa
   Monica, California;

B. Assumed Contracts:  The Assumed Contracts include the real
   estate lease for the Santa Monica facility, certain sales
   contracts, certain license agreements, and various equipment
   leases;

C. Cash Purchase Price:  $3,000,000, plus Refundable Operating
   Deposits, plus Refunds, plus Excess Cure Amounts;

D. Standard Break-Up Fee:  $50,000;

E. Standard Deposit:  $150,000; and

F. Assistance in Collections:  Purchaser is not purchasing
   Accounts Receivable.  Purchaser is, however, assisting the
   Seller in collection of Accounts Receivable for a period of
   six months. (Metals USA Bankruptcy News, Issue No. 19;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


MICHAELS STORES: Board Approves Additional Stock Repurchase Plan
----------------------------------------------------------------    
Michaels Stores, Inc. (NYSE: MIK), announced that its Board of
Directors has approved a repurchase of up to an additional one
million shares of the Company's Common Stock under its Stock
Repurchase Program.  This brings the total shares available to
be repurchased to 1.558 million.  These repurchases will be made
from time to time, as market conditions warrant, in the open
market or in negotiated transactions, and will be funded from
available working capital and cash flow from operations.

Michael Rouleau, Chief Executive Officer, said, "We are pleased
to announce the continuation of our repurchase program.  We do
not currently expect share repurchases to be made prior to the
fourth quarter of this fiscal year, unless, of course, market
conditions encourage us to act sooner."

Since July 1999 the Company has repurchased approximately 11.4
million shares of its Common Stock and currently has
approximately 66.5 million shares outstanding.

The Company plans to release its September sales results on
Thursday, October 10, 2002 and will host a conference call at
7:30 a.m. CDT on that date to discuss them.  Those who wish to
participate in the call may do so by dialing 973-633-6740.  Any
interested party will also have the opportunity to access the
call via the Internet at www.michaels.com .  To listen to the
live call, please go to the web site at least fifteen minutes
early to register and download any necessary audio software.  
For those who cannot listen to the live broadcast, a replay will
be available shortly after the call and will be archived until
Thursday, October 17.  Replay may be accessed at
http://www.michaels.comor by phone at 973-341-3080, PIN  
3396291.

Michaels Stores, Inc., is the world's largest retailer of arts,
crafts, framing, floral, decorative wall decor and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.  
The Company owns and operates 739 Michaels stores in 48 states
and Canada, 148 Aaron Brothers stores, located primarily on the
West Coast, and 1 wholesale operation in Dallas, Texas.

                         *  *  *

As previously reported in the July 3 issue of the Troubled
Company Reporter, Standard & Poor's revised its outlook on
specialty craft retailer Michaels Stores Inc., to positive from
stable due to the company's improved operating performance,
which has benefited from better inventory management and a trend
toward home-based activities.

Standard & Poor's also affirmed its double-'B' corporate credit
rating on the company. Irving, Texas-based Michaels Stores had
$200 million of debt outstanding as of May 4, 2002.

At May 4, 2002, Michaels' balance sheet shows ample liquidity --
$969 million available within the next year to pay $354 million
of debt coming due in the next 12 months.  Overall leverage is
okay -- with a 0.7:1.0 debt-to-equity ratio.  Michaels income
statement shows profits as well, generating $21 million in net
income on $603 million in sales during the quarter ended May 4,
2002.  

The $200 million of 9-1/4% Senior Notes mature on July 1, 2009.  
Michaels obtains day-to-day working capital financing under a
$200 million unsecured revolving bank credit facility with Fleet
National Bank and other lending institutions, replacing a
previous $100 million unsecured revolving bank credit facility
in August 2001.  The Credit Agreement had an original term of
three years (with a maturity extension for one additional year
available under certain conditions) and contains a $25 million
competitive bid feature and a $70 million letter of credit sub-
facility.  Effective May 24, 2002, pursuant to the terms of the
Credit Agreement, the lenders agreed to extend the term of the
Credit Agreement from April 30, 2004 to April 30, 2005.



MIKOHN GAMING: Implements Restructuring Plan to Reduce Costs
------------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ:MIKN) provided an update to
its previously announced cost savings initiatives. The Company
has implemented material elements of its restructuring plan. As
a result, the Company expects improved financial performance on
a going forward basis.

The Company's restructuring plan included the following
initiatives:

     --  Reduce permanent cost head count;

     --  Consolidate assembly operations for interior signs into
one facility;

     --  Divest itself from unprofitable business segments;

     --  Evaluate corporate structure

The actions taken on these initiatives are expected to yield the
following positive results (amounts are approximate):

     --  Annualized cost savings of $7 million from a reduction
in permanent head count of approximately 160 employees or 23% of
the Company's workforce. The headcount reductions did not effect
the Company's Research and Development or Sales departments;

     --  Annualized rental and occupancy expense reductions from
the consolidation or divestiture of assembly facilities of $1
million;

     --  Annualized savings of $800,000 from the divestiture of
its exterior sign business, $600,000 of which represents a cash
benefit;

     --  Annualized expense reduction of $1.2 million from the
departure of former officers of the Company, which will be
offset by the hiring of other key officers and employees.

As a result of these actions, the Company will record certain
charges in the third quarter ending September 30, 2002 as
described below (amounts are approximate);

     --  $1 million for severance costs associated with the
permanent reduction in workforce, paid in the third quarter;

     --  $3.3 million for the present value of long-term lease
obligations on the assembly facilities that will no longer be
utilized. The Company will pursue subleasing these facilities,
however, the Company will continue to pay approximately $100,000
monthly until such time as these facilities are sublet;

     --  $5.6 million for the buyout of employment agreements
and post-employment provisions for former officers of the
Company, $4 million of which represents a cash charge. Of this
$4 million cash charge, $1.5 million was paid earlier in the
third quarter, with $1.6 million, $800,000 and $100,000 to be
paid in 2003, 2004 and 2005, respectively;

     --  $1.2 million for certain non-cash impairment charges
arising from the restructuring of business operations including
leasehold improvements and inventories.

     --  $1.5 million for the write-down of certain real estate
and a business unit to be sold. The Company entered into an
agreement to sell its Las Vegas manufacturing facility and is
currently negotiating the sale of its exterior sign business,
both of which are expected to close in the fourth quarter. If
both sales are completed, the Company anticipates receiving
approximately $3 million in cash proceeds, which will supplement
the Company's current cash balance of $13 million.

The Company also intends to record impairment charges in the
third quarter of approximately $3.5 million principally for
certain of its definite and indefinite-lived intangible assets
based upon recent valuations of the specific intangible assets
of the Company.

"The major restructuring we have recently implemented positions
us to improve our operating results and liquidity," commented
John Garner, Chief Financial Officer.

Russ McMeekin, Chief Executive Officer added; "We have made
tremendous progress over the past 60 days, and we are very
optimistic for the future. Our existing products continue to
perform well and there is a strong demand for new products in
both the domestic and international markets. We are confident
that the Company's recent restructuring and realignment of
resources will fuel the growth of our slot route and table
games. We are looking forward to next week's G2E gaming show in
Las Vegas, where we will unveil several new slot machines and
systems products."

He concluded, "While we are not providing financial guidance at
this time, we will be making further announcements and
discussing FY 2002 performance in conjunction with our
presentation at the Bear Stearns Conference during the G2E
Gaming Conference on September 18, 2002."

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. Mikohn develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for
slot machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's Web site at http://www.mikohn.com  

                         *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from
developing.

The actions followed the announcement by the Las Vegas, Nevada-
based slot-machine manufacturer that operating performance
during the June 2002 quarter was well below expectations. That
weak performance resulted in a violation of bank covenants and a
significant decline in credit measures. Mikohn has about $100
million of debt outstanding. The lower ratings also reflect
Standard & Poor's concern that Mikohn's liquidity position could
further deteriorate if operating performance during the next few
quarters does not materially improve.


NAPSTER INC: Private Media Offers to Acquire Trademark & URL
------------------------------------------------------------
Private Media Group Inc., (Nasdaq: PRVT) a worldwide leader in
premium quality adult entertainment products, services and
content, has made an offer to Napster, Inc., to acquire the
Napster trademark and napster.com domain name for one million
shares of Private common stock.

Private's offer, if accepted by Napster, is subject to customary
terms and conditions, including approval by the court having
jurisdiction over Napster, Inc.'s bankruptcy proceeding.

With the Napster trademark, Private plans to create a unique
peer-to-peer (P2P) environment that would offer the tens of
millions of adult consumers worldwide the opportunity to share
adult content for free as well as access top quality adult
content at a reasonable price.

Napster is one of the most recognized names in P2P file-swapping
services that allow users to trade and download files.  At its
height, Napster had 84 million users of its software and was the
fastest-growing software application ever monitored by online
tracking services.

Charles Prast, President and CEO of Private Media Group stated:
"Along with Hollywood and the recording industry, we have become
increasingly concerned about the level of copyright infringement
inherent in free peer-to-peer file swapping services.  It is
estimated that up to 35% of all content downloaded from P2P
sites is of an adult nature, which raises significant issues
both in terms of copyright infringement and lack of controls of
access by minors.  It is an industry that presently has over
150 million users."

Mr. Prast continued: "At Private, we feel that there has been an
excess of spamming, credit card fraud, abuse of consumer data,
and price gouging among many on-line providers of adult content.  
We intend to use the strength of the Napster trademark to build
a community for adults to share content provided by Private and
our industry partners.

"Private has high standards, both from a regulatory and
financial perspective with a 37 year track record of legal
compliance.  Private owns the largest library of quality adult
content in the world, global rights to all our content, and
strong technological know-how.  All of these factors make
Private uniquely suited to manage a viable and legal P2P network
for consumers of adult content," said Mr. Prast.

Private Media Group is a leading global adult entertainment
company that distributes its content over a wide range of media
platforms, including narrow and broadband Internet, DVD and
video, magazines, broadcasting and wireless technologies.  
Private owns the worldwide rights to the largest archive of high
quality adult content in the world, which it distributes
digitally worldwide and physically in over 35 countries.


ORIGENIX TECHNOLOGIES: Sells Portfolio to Micrologix Biotech
------------------------------------------------------------
Micrologix Biotech Inc., (TSX: MBI; US OTC: MGIXF) has acquired
a broad portfolio of antiviral technologies and product
candidates formerly owned and/or being developed by Origenix
Technologies Inc.

"These technologies and product candidates represent another
step forward in becoming a multi-platform, multi-product company
focused on anti-infectives," stated Jim DeMesa, M.D., President
& CEO of Micrologix. "Expanding our technology base could not
have been accomplished, however, without first addressing the
management of our cash resources and having the right people on
our team capable of executing successfully on our strategy and
business model. Our recent partnership agreement, combined with
our commitment to carefully manage our cash resources has
allowed us to capitalize on opportunities to expand our
pipeline, build value and maintain a solid financial position.
With this strategy, we now have a third clinical product
candidate, several more preclinical opportunities, and a unique
HCV assay technology, which broadens our pipeline significantly
and places us in every major area of infectious diseases:
bacterial, fungal, and viral. We will communicate details
regarding the future development of this new portfolio as we
incorporate them into our development program."

The Portfolio includes both clinical and preclinical product
opportunities focused on the treatment of serious viral
infectious diseases, consisting of:

     - An anti-sense oligonucleotide topical drug candidate,
previously called ORI 1001, in human clinical development for
the treatment of diseases associated with Human Papillomavirus
such as external genital warts. A Phase I clinical study to
evaluate safety in 30 human volunteers was completed
successfully in late 2001. In conjunction with the acquisition
of this HPV anti-sense program, Micrologix entered into a
collaboration and license agreement with Hybridon, Inc., of
Cambridge, MA.

     - Hepatitis C Virus assay technology: This technology is
currently under development as a novel, cell-based viral
replication assay. There are currently no true cell-based
replication assays for the detection of HCV. This assay has the
potential for broad appeal to companies seeking to develop anti-
HCV drugs.

     - A portfolio of therapeutic programs based on a
proprietary, novel nucleic acid mimic technology (NAB(TM)
Technology):

     - Hepatitis B Virus program in the lead optimization stage
of development.

     - Hepatitis C Virus program in early lead optimization.

     - Human Immunodeficiency Virus program comprised of a
library of potential compounds.

Bill Milligan, Senior VP of Corporate Development & Chief
Business Officer of Micrologix commented on the acquisition: "We
have become a true market-driven organization focused on
developing a robust pipeline of drug candidates for ultimate
commercialization. These technologies provide us multiple
product opportunities, representing large markets with high
medical need and, therefore, should help to increase our asset
value significantly over the short and long term".

As part of the acquisition of the Origenix Intellectual
Property, Micrologix has acquired approximately 20 patent
applications that encompass composition of matter, methods of
synthesis, bio-analytical applications, and use of compounds
against selected targets. Micrologix acquired the Origenix
Intellectual Property and Portfolio for C$500,000 (US$320,000)
pursuant to a Call for Tenders by Raymond Chabot Inc., the
trustee in the bankruptcy of Origenix Technologies Inc.  
Completion of the acquisition and transfer of assets is expected
to be completed shortly.

Genital Human Papillomavirus is a sexually transmitted disease
with genital warts being the most common clinical manifestation
of the infection. The US Center for Disease Control has
estimated that there are nearly 5.5 million new cases per year
in the USA alone resulting in over 20 million active cases. The
current treatment of genital warts is divided into patient
applied and provider administered therapies such as excisional
surgery, cryotherapy and laser therapy. These therapies are
aimed at eliminating the symptomatic warts but do not eradicate
the virus. Thus, the potential for recurrence and for the spread
of the infection remains a challenging medical need.

Hepatitis C Virus is the leading blood-borne infection in the
United States. The U.S. Center for Disease Control and
Prevention estimates that over 4.5 million Americans are
infected with the hepatitis C virus. The World Health
Organization and other sources estimate that at least 200
million people are infected worldwide. Hepatitis C is the
leading cause of liver cancer and the primary reason for liver
transplantation in many countries.

Worldwide, there are approximately 350 million chronic carriers
of Hepatitis B virus, of which approximately one million die
each year from complications of the disease, making chronic HBV
infection one of the 10 most common causes of death.
Complications of chronic HBV infection include cirrhosis
(scarring of the liver), liver failure and primary liver cancer
(hepatocellular carcinoma).


PNC MORTGAGE: Fitch Cuts Ratings on a Variety of Securitizations
----------------------------------------------------------------
Fitch Ratings takes rating actions on the following PNC Mortgage
Securities Corporation Mortgage Pass-Through Certificates:

* PNC 1998-3 Group I, Class I-B-5 ($25,172 outstanding), is  
  downgraded to 'CCC' from 'B'.

* PNC 1998-6 Group II, Class C-B-5 ($1,027,204 outstanding),    
  rated 'B' is placed on Rating Watch Negative.

* PNC 1998-14 Group II, Class D-B-5 ($1,188,421 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-1 Group II, Class C-B-5 ($1,299,001 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-2 Group II, Class D-B-5 ($2,109,185 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-3 Group II, Class D-B-5 ($1,518,346 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-4 Group II, Class D-B-5 ($1,706,725 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-5 Group II, Class C-B-5 ($1,151,077 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 1999-9 Group I, Class IB-5 ($666,260 outstanding), rated
  'B' is placed on Rating Watch Negative.

* PNC 1999-9 Group II, Class C-B-5 ($1,615,214 outstanding),
  rated 'B' is downgraded to 'CCC'.

* PNC 1999-10, Class D-B-5 ($1,430,650 outstanding), rated 'B'
  is downgraded to 'CCC'.

* PNC 1999-11, Class D-B-5 ($1,640,065 outstanding), rated 'B'
  is placed on Rating Watch Negative.

* PNC 1999-12, class D-B-5 ($1,279,412 outstanding), rated 'B'
  is placed on Rating Watch Negative.

* PNC 2000-1 Group II, Class D-B-5 ($692,160 outstanding), rated
  'B' is placed on Rating Watch Negative.

* PNC 2000-3 Groups I, II & III, Class B-5 ($1,226,080
  outstanding), is downgraded to 'CCC' from 'B'.

* PNC 2000-3 Groups I, II & III, Class B-4 ($1,990,871
  outstanding), rated 'BB' is placed on Rating Watch Negative.

* PNC 2000-4 Groups I & II, Class B-5 ($1,547,891 outstanding),
  rated 'B' is placed on Rating Watch Negative.

* PNC 2000-8 Groups I & II, Class C-B-5 ($811,301 outstanding),
  rated 'B' is placed on Rating Watch Negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels.


POLAROID: Consents to PBGC's Request to Terminate Pension Plan
--------------------------------------------------------------
Primary PDC, Inc., formerly known as Polaroid Corporation,
consented to the Pension Benefit Guaranty Corporation's request
to terminate the Polaroid Pension Plan effective July 31, 2002.  
PBGC is a United States government agency that guarantees
benefits, up to limits set by law, under certain terminated
pension plans.  As a result of the termination, PBGC now is
trustee of the Pension Plan and is responsible for  
administration and payment of benefits under the Plan, up to the
limits guaranteed by law.

According to PBGC Executive Director Steven A. Kandarian, "PBGC
is stepping in because Polaroid has sold its assets in
bankruptcy and the purchaser will not assume the pension plan."
Termination of the Polaroid Pension Plan is part of the wind-up
of the business whose assets were sold on July 31, 2002.  In
connection with the sale, substantially all of Primary PDC's
employees became employees of the company that purchased the
assets, which now operates as Polaroid Corporation. No benefits
have been earned under the Plan since July 31, 2002.

Primary PDC's unsecured creditors also consented to the
termination.

As a result of the termination, retirees will continue to
receive monthly benefits up to the limits that PBGC guarantees.  
Workers and retirees do not need to take any action as a result
of the termination.  Further information about PBGC's pension
insurance program is available at the agency Web site
http://www.pbgc.gov


POWER EFFICIENCY: Recurring Losses Prompt Going Concern Doubt
-------------------------------------------------------------
Power Efficiency Corporation was incorporated in Delaware on
October 19, 1994. The Company designs, develops, markets and
sells proprietary solid state electrical devices designed to
effectively reduce energy consumption in alternating current
induction motors. Alternating current induction motors are
commonly found in industrial and commercial facilities
throughout the world. The Company currently has two principal
and proprietary products: the Three Phase Power Commander(R),
which is used in industrial applications, and the Single Phase
Power Commander(R), which is used in consumer applications. The
Company also engages in research and development of new related
energy saving products.

The Company's primary customers are original equipment
manufacturers and commercial accounts located throughout the
United States of America, Mexico, China, and Canada.

The Company has suffered recurring losses from operations,
current liabilities exceed current assets by $650,533, the
balance sheet reflects a negative tangible net worth, and the
line of credit agreement expired January 31, 2002 and is subject
to call. These matters raise substantial doubt as to the
Company's ability to continue as a going concern.

For the year ended December 31, 2001 the Company had revenues of
$633,563, as compared to $179,524 for the year ended December
31, 2000, with cost of sales of $579,018 and $157,035,
respectively.  Research and development was $242,243 for the
year ended December 31, 2001, and $120,429 for the prior year.
Selling, general and administrative expenses were $1,652,404 and
$4,255,940, respectively.  

Net loss was $1,863,802 for the year ended December 31, 2001,
with a net loss of $4,354,080 for the year ended December 31,
2000.


PSINET INC: 11 Creditors Seek Administrative Expense Payments
-------------------------------------------------------------
Pursuant to the Confirmed Second Amended Plan of PSINet, Inc.,
and its debtor-affiliates, various parties have requested
Allowance and Payment of Administrative Expense:

Claimant          Amount          Description
--------          ------          -----------
MCI/Worldcom      $8,462,666.00   network and utility
                                  telecommunications and related
                                  services under tariffs and
                                  various agreements, including
                                  a Digital Services Agreement
                                  and a Telecommunications
                                  Services Agreement

Wilmington Trust     $34,006.00   fees and expenses
Indenture Trustee    $66,601.81   attorneys' fees & expenses

Level 3             $102,945.85   Services related to AC Power,
Communications                    Cabinet 1, Cabinet 3,
                                  Cross Connect, Monthly POTS
                                  Line, Digital Channel Service,
                                  Colocation Cross Connect

RNK, Inc. dba     $1,591,128.00   total amount for use of T-3
RNK Telecom                       Circuits, or alternatively,
                     $56,380.80   amount in dispute under the
                                  agreements for use of
                                  T-3 Circuits

RNK, Inc. dba        $36,111.84   Charges due to PSINet's early
RNK Telecom                       termination of High Capacity
(2nd request)                     Cirsuits post-petition

EMC Corp.         $1,015,854.14   Computer equipment and
services

EMC Canada        $1,226,817.89   Computer equipment and
services

Banc Corp         $1,251,250.78   Services for Computer
                                  equipment under leases
                                  assigned by EMC Corp.

CIT Communications  $896,491.05   Use of telephone equipment
Finance Corporation

National Union        $3,348.92   Amounts due on Insurance
Fire Insurance                    policies
Company of
Pittsburgh &
other affiliates
of AIG

Frank Shen          $160,229.00   Lease Rejection
Landlord                          - cost for removing equipment
                                    from 3350 Scott Boulevard,
                                    #42, Santa Clara, CA
(PSINet Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

DebtTraders reports that PSINET Inc.'s 11.000% bonds due 2009
(PSIX09USS1) are trading between 9.125 and 10.125 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PSIX09USS1
for real-time bond pricing.   


SAFETY-KLEEN CORP: KPMG, et al Elbow-Out Andersen as Advisors
-------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates seek the Court's
authority to employ and retain KPMG Consulting, Inc., Lucidity
Consulting Group, LP, and Experio Solutions Corporation, as
consulting advisors to replace Arthur Andersen LLP in connection
with various Process Improvement Initiatives, nunc pro tunc to
July 1, 2002.

D. J. Baker, Esq., and J. Gregory St. Clair, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, and Gregg M.
Galardi, Esq., and Michael W. Yurkewicz, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, Delaware, recount that
the Court authorized Andersen's retention two years ago.

During the course of the employment, the Debtors and Arthur
Andersen identified certain deficiencies in the Debtors'
internal control systems.  The Debtors sought Arthur Andersen's
assistance to address these deficiencies and to perform these
PII Services:

(a) review the processes and supporting systems for the Debtors'
    various finance, accounting and administrative functions,
    including:

    (1) order entry and billing;
    (2) collections and cash accounting;
    (3) accounts receivable accounting;
    (4) procurement-to-payment process;
    (5) payroll and benefits accounting;
    (6) intercompany accounting;
    (7) inventory and equipment-at-customers; and
    (8) account analysis and "close the books" process;

(b) develop recommendations for the improvement of these
    functions; and

(c) assist the Debtors' staff with the implementation of such
    recommendations.

The scope of Arthur Andersen's retention was later expanded to
encompass additional services.

                      Departures at Andersen

Due to the well-publicized problems at Arthur Andersen, numerous
accountants and other professionals have left Arthur Andersen
for other accounting and consulting firms.  Indeed, among the
professionals leaving Arthur Andersen were the individuals who
rendered the PII Services to the Debtors.

Approximately 60% of the PII Professionals are now employees of
KPMG Consulting, 20% are now employees of Experio, and the
remaining 20% of the PII Professionals are now employees of
Lucidity.  Although there is some duplication of PII Services to
be provided by the Consulting Firms, the professionals of the
Consulting Firms will not be working strictly with other
professionals within the same Consulting Firm, but within the
project groups, as they existed when the PII Professionals
were employees of Andersen.

                     The Debtors' Needs Continue

The Debtors continue to require the PII Services.  The retention
of the Consulting Firms for the PII Services is the best option
for the Debtors to implement the series of projects designed to
address both previously identified and newly identified material
internal control weaknesses and business process improvement
initiatives within their original timeframe because the PII
Professionals, now employees of the Consulting Firms, will be
professionals primarily responsible for providing the PII
Services to the Debtors.  Furthermore, all three Consulting
Firms need to be retained by the Debtors because each Consulting
Firm hired PII Professionals familiar with different aspects
of the Process Improvement Initiatives.

The PII Professionals are the most qualified to provide the
services to the Debtors because:

(a) they are familiar with the Debtors' finances, and

(b) they were nearly complete in providing the PII Services when
    they left Arthur Andersen.

Furthermore, as a result of the departures at Arthur Andersen,
Arthur Andersen is no longer capable of providing adequate
personnel to provide the PII Services to the Debtors.

           Retention Of The Consulting Firms For PII Services

(1) KPMG Consulting

KPMG Consulting was previously a part of KPMG LLP, one of the
"Big 5" accounting and consulting firms.  In January 2000, KPMG
LLP transferred its consulting business to KPMG Consulting.  In
2001, KPMG Consulting completed its initial public offering.  
Its principal offices are in McLean, Virginia and it is one of
the world's largest consulting firms with over 9,200 employees.

(2) Lucidity

Lucidity is a professional services firm with its main office
located in Plano, Texas.  Its consultants have over 50 years of
accounting and finance experience in global and middle market
companies.  Lucidity's Strategic Finance Solutions consulting
practice offers solutions to the Chief Financial Officer's
business problems.  Lucidity has served Chief Financial Officers
and their organizations in a variety of industries including
consumer products/services, retail, energy, entertainment,
healthcare, government, not-for-profit, financial markets, and
telecommunications.

(3) Experio

Experio, a subsidiary of Hitachi Data Systems Solutions Holding
Company, with over 20 years' experience in providing consulting
services, is a global business and information technology
consulting firm headquartered in Dallas, Texas.  Experio has
helped hundreds of clients redesign customer touch points,
optimize supply chains, integrate and externalize applications,
as well as transform enterprise processes through e-business
initiatives.

                           The PII Services

The Consulting Firms are being retained to replace Arthur
Andersen in providing the PII Services to the Debtors and, more
specifically to provide:

(a) assistance in designing and administering a program
    management office through which the Process Improvement
    Initiatives will be managed and administered, and

(b) experienced resources to perform and administer the
    individual Process Improvement Initiatives.  The Debtors do
    not expect the engagement to continue significantly beyond
    September 30, 2002.

The Consulting Firms' responsibilities consist of:

(1) recommending a design, and

(2) providing appropriate staffing for the PMO for the Process
    Improvement Initiatives.

Specifically, pursuant to the Engagement Letters, each
Consulting Firm is responsible for certain elements of the
Process Improvement Initiatives:

                     Process Improvement Initiative

                                      Lucidity   Experio   KPMG
                                       --------   -------   ----
Account Analysis and Close the Books      X         X

Inventory Equipment and
Customers -- Fixed Assets                 X         X        X

Order Entry and Billing                   X         X        X

PMO                                       X         X        X

Payroll and Benefits Accounting                              X

Procurement-to-Payment Process                               X

Change Enablement                                            X

SAP Integration                                              X

Intercompany Accounting                                      X

Accounts Receivable/Cash Collection                          X

Through PMO, the Consulting Firms will track the progress of all
Process Improvement Initiatives and work with the Debtors'
senior management team to:

(a) address the timely resolution of issues and the resource
    allocations necessary to meet project timeliness, and

(b) develop the necessary training and implementation plans to
    address material control weakness.

It is critical to the Debtors' restructuring efforts that they
retain independent consultants to render the PII Services.  
Without these services, the Debtors may not sufficiently
eliminate their previously identified material control
weaknesses and control deficiencies to enable them to rely on
their internal controls within their accounting and finance
departments, which will be necessary for the Debtors to
successfully emerge from bankruptcy.

                    Professional Compensation

The Debtors understand that the Consulting Firms intend to apply
to the Court for the allowance of compensation and reimbursement
of expenses in connection with the PII Services as part of their
fee applications, in accordance with applicable provisions of
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
the Local Rules of the Bankruptcy Court for the District of
Delaware, and the orders of this Court.

The Consulting Firms receive fees for services based upon their
customary hourly rates and receive reimbursement for reasonable
and necessary out-of-pocket expenses, which expenses include
travel (including lodging and meals), report preparation,
delivery services, and other necessary costs incurred in
providing services to the Debtors.  The standard hourly rates
for each of the Consulting Firms' professionals anticipated to
be providing services on this engagement are:

                           KPMG        Lucidity        Experio
                           ----        --------        -------
Partners                   $250          $250           $250
Managing Directors         $250          $250           $250
Vice-Presidents            $250          $250           $250
Senior Managers            $250          $250           $250
Managers                   $200          $200           $200
Staff                      $200          $200           $200

Total Estimate for Engagement:

KMPG       $$1,675,000 - $1,800,000
Lucidity      $590,000 - $625,000
Experio       $475,000 - $525,000

These rates are consistent with the rates formerly charged by
Arthur Andersen for rendering the PII Services to the Debtors.  
Accordingly, the cost for the PII Services, even though being
rendered by three Consulting Firms, should not be higher than
the total project cost estimated by Arthur Andersen.  Moreover,
all of these rates are subject to change, but will remain in
line with market rates for comparable services.

The Consulting Firms have been providing the PII Services to the
Debtors since July 1, 2002.  In that time, the Consulting Firms
have accrued $1,592,000 in fees and $219,000 in expenses:

                              Fees      Expenses
                              ----      --------
       KPMG Consulting      $997,000    $113,000
       Lucidity             $325,000     $60,000
       Experio              $270,000      46,000

The Consulting Firms intend to seek compensation and
reimbursement for these fees and expenses upon application to
the Bankruptcy Court.

                 KMPG Consulting Disclosures

Thomas D. Eiselt, a Managing Director of KPMG Consulting, attest
to Judge Walsh that, to the best of his knowledge, KPMG
Consulting has not represented the Debtors, their creditors,
equity security holders, or any other parties-in-interest, or
their respective attorneys and accountants, the United States
Trustee, or any person employed in the office of the United
States Trustee, in any matter relating to the Debtors or their
estates, other than as described in the Application. However,
KPMG Consulting's professional employees may have business
associations with certain of the Debtors' creditors,
shareholders, or other parties-in-interest in these cases, or
interests adverse to such creditors, shareholders, or other
parties-in-interest, which associations have no connection with
the Debtors or these Chapter 11 cases.

In the interests of full disclosure, Mr. Eiselt provides a list
of creditors and parties-in-interest of this case to which KPMG
has, is, or will provide services.  But Mr. Eiselt assures Judge
Walsh all of these services are unrelated to these Chapter 11
cases or the matters upon which KPMG is to be retained.   The
parties include: American General, Bank of America, Bank of New
York, Bank of Nova Scotia, Chase Manhattan Bank, Citibank,
Credit Suisse First Boston, Kern County, Marine Midland Bank,
Royal Bank of Canada, Smith Barney, the States of Connecticut
and Ohio, Sumitomo Bank, and others.

                       Lucidity's Disclosures

Eric W. Stetenfeld, a Manager of The Lucidity Group LLC, a Texas
limited liability company, which is the General Partner of
Lucidity Group LP, a Texas limited partnership with offices in
Plano, Texas, makes the same conclusions and statements as those
by Mr. Eiselt on behalf of KPMG.  Mr. Stetenfeld discloses that
Lucidity has no prior relationships with any creditor or party-
in-interest in these Chapter 11 cases or the Debtors, other than
having employed previous Andersen employees who worked on the
Debtors' PII projects.

Mr. Stetenfeld further relates that one unnamed employee of
Lucidity has been promised a "bonus" to stay and complete the
project, given certain criteria are met, including the payment
of fees by the Debtors to Andersen.  However, Andersen has not
made these collections and Andersen has not paid this stay
bonus.  Other than this stay bonus, no partner or employee will
receive any personal benefit from any recovery by Andersen from
the Debtors.

                      Experio's Disclosures

Paul Dunn, Vice-President of Experio, swears that to the best of
his knowledge, Experio has not represented the Debtors, their
creditors, equity security holders, or any other parties-in-
interest, or their respective attorneys and accountants, the
United States Trustee, or any person employed in the office of  
the United States Trustee, in any matter relating to the Debtors
or their estates.  However, Experio's professional employees may
have business associations with certain of the Debtors'
creditors, shareholders, or other parties-in-interest in these
cases, or interests adverse to such creditors, shareholders, or
other parties-in-interest, which associations have no connection
with the Debtors or these Chapter 11 cases.

Mr. Dunn informs the Court that some of the Debtors' creditors
are or have been clients of Experio, for which Experio has
provided business or information technology consulting services.  
These include IBM through its Global Services division;
Citibank; Comerica Bank; FirstTrust Bank; Credit Suisse First
Boston; PricewaterhouseCoopers as a subcontractor; Onyx
Industrial Services; Deloitte Consulting LP; Duke Energy
Company; Harris County; Texas Instruments; and Chevron USA.  In
addition, Mr. Dunn continues, Experio has been in discussions
with Bank of America about possible provision of services.
(Safety-Kleen Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


SERVICE MERCHANDISE: Simon Property Balks At Lease Assignments   
--------------------------------------------------------------
Simon Property Group LP does not want Service Merchandise
Company, Inc., and its debtor-affiliates to assign the Leases
for Store Nos. 318 and 340, pursuant to the Designation Rights
Order.

Robert J. Gonzales, Esq., at Mendes & Gonzales PLLC, in
Nashville, Tennessee, tells Judge Paine that the Debtors are in
default under the terms of the Leases.

Mr. Gonzales asserts that the Debtors should be required to cure
all monetary defaults, totaling $417,313 through the end of July
2002, including legal fees.  In addition, the Assignee must
specifically agree to all charges accrued but not yet billed,
including common area maintenance, real estate taxes, overage
rent, percent rent and utilities.

Simon Property and the Debtors have agreed to certain cures.
However, Simon Property has yet to receive any of its agreed
cure amounts of $1,549,609.

Simon Group also wants the Debtors to provide adequate assurance
of future performance.  Simon Group asserts that the Assignee's
financial condition must somehow be similar to the Debtors' for
it to operate within the clause and other similar operational
provisions of the Lease.  The Debtors must also provide evidence
that the assumption and assignment will not disrupt any tenant
mix or balance in the shopping center.

Additionally, Simon Group wants the Debtors address these
concerns, including but not limited to:

   (a) undue extension of the do dark period after an assignment
       of the lease;

   (b) any and all signage of the end user must comply with
       existing shopping center signage criteria and be similar
       in size and number as the Debtors;

   (c) any alterations both interior and structural must require
       review of the Landlord, be harmonious to the shopping
       center and be conditioned upon written approval of the
       Landlord; and

   (d) any end user must comply with the use clause and all
       other adequate assurance issues.

Thus, Simon Group asks the Court to:

   -- sustain its objection,

   -- require the Debtors to pay the cure amounts on or before
      closing, as a condition to the assignment of the leases;

   -- require the Debtors to comply with all of the covenants,
      conditions and easements of the Reciprocal Easement
      Agreements; and

   -- require the Debtors to comply with the requirements of
      adequate assurance of future performance. (Service
      Merchandise Bankruptcy News, Issue No. 37; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Service Merchandise's SVCD04USR1 9.000%
bonds due 2004 (SVCD04USR1) are trading between 7 and 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SVCD04USR1
for real-time bond pricing.    


SHADOWS BEND: Auditors Issue Going Concern Opinion
--------------------------------------------------
Shadows Bend Development, Inc., a Nevada Corporation, was
originally organized as an Idaho corporation on May 25, 1967
under the name Silver Beaver Mining Co., Inc.  The Company
changed its domicile to Nevada on June 30, 1998. On June 2,
2000, the Company changed its name to Shadows Bend Development,
Inc. when it merged with a private Louisiana corporation.  The
Company's headquarters are located at 200 Lafayette Street,
Suite 750, Baton Rouge, Louisiana 70801.

Shadows Bend develops and operates "specialty care" facilities
designed to help people diagnosed with AD or other related
illnesses to manage their lives with the greatest independence
and quality. Its business plan includes the construction and
operation of resident care facilities for persons afflicted with
Alzheimer's or other related dementia diseases. Residents of
these facilities are among the four million plus adults in the
United States with AD or related dementia illnesses that want
practical solutions at affordable costs. Shadows Bend was
originally incorporated in Louisiana in 1998 with a group of
individuals with extensive backgrounds in Assisted Living,
Alzheimer's Treatment, and Home Health Operations.

On June 1, 2002, Shadows Bend purchased Three Oaks Corporation
and Holly Hills Corporate Services, Inc., for stock and the
assumption of liabilities.  The Company had revenues of $75,245
from these two facilities in June of 2002.  However, expenses
exceeded revenues for this same period.  Additionally, the
Company had an accumulated deficit of $3,334,658. The Company's
year-end financial statements and the report of its independent
auditor contain a going concern paragraph. This means that
because Shadows Bend has had little or no operations to date,
and because it has little or no tangible assets or financial
resources, and has incurred losses since inception, there is
substantial doubt about its ability to continue as a going
concern. The Company anticipates the need to raise funds, either
by borrowing the funds or through equity financing, in order to
commence principal operations.

The increased assets and liabilities on June 30, 2002 compared
to December 31, 2001 are attributable to the acquisitions of
Three Oaks and Holly Hills.

Since its inception, the Company has suffered recurring losses
from operations and has been dependent on existing stockholders,
loans from Company officers and new investors to provide the
cash resources to sustain its operations. The Company's
continuing negative operating results have produced an
accumulated deficit of $3,334,658 at June 30, 2002.  These
factors raise substantial doubts about the Company's ability to
continue as a going concern.

The Company's strategic plan for dealing with its cash flow
problems is currently being developed, but may include
additional private placements of the Company's common stock.
There can be no assurance that any of the plans developed by the
Company will produce cash flows sufficient to overcome current
liquidity problems.


SONTRA MEDICAL: Continues Nasdaq SmallCap Trading Under "SONT"
--------------------------------------------------------------
Sontra Medical Corporation (Nasdaq SmallCap: SONT) received a
favorable notice from the Nasdaq Listing Qualifications Panel
that the Nasdaq SmallCap Market has agreed to continue the
listing of the Company's common stock under the ticker symbol
"SONT".

7On June 24, 2002, the Company received a notification from
Nasdaq that the Company's common stock was subject to delisting
because Nasdaq did not believe that the Company met the initial
listing requirements for the Nasdaq SmallCap Market following
the merger between the Company (formerly ChoiceTel
Communications, Inc.) and Sontra Medical, Inc. The Company
appealed the delisting determination, and an oral hearing was
held before a Nasdaq Listing Qualifications Panel on August 8,
2002. In a letter to Sontra dated September 6, 2002, the Nasdaq
Listing Qualifications Panel informed the Company of its
decision to continue the listing of the Company's securities on
the Nasdaq SmallCap Market, subject to the condition that the
Company complete its Nasdaq SmallCap initial listing application
and review process.

Thomas W. Davison, Sontra's chief executive officer and
president, stated, "We are extremely pleased with the Panel's
decision to continue the listing of Sontra's common stock on the
Nasdaq SmallCap Market. With this decision behind us, the Sontra
management team is looking forward to channeling its energies on
the development of the Company's novel transdermal diagnostic
and drug delivery technology."

Sontra Medical Corporation (Nasdaq SmallCap: SONT) is the
pioneer of SonoPrep(R) technology, a non-invasive ultrasound
mediated skin permeation technology for medical and therapeutic
and applications including transdermal diagnostics and the
enhanced delivery of drugs through the skin. Sontra's lead
product in development is its Symphony(TM) Diabetes Care System
for the continuous non-invasive monitoring of blood glucose
levels in diabetic patients. Other product development programs
based on the SonoPrep(R) skin permeation technology include skin
preparation to improve electrophysiology tests, the enhanced
transdermal delivery of topically applied drugs and cosmetics,
and the transdermal drug delivery of large molecule injectable
biopharmaceuticals.


SPORTS CLUB: Issues Preferred Shares to 3 Major Shareholders
------------------------------------------------------------
On September 6, 2002, The Sports Club Company, Inc., completed a
$5,000,000 private placement of a newly created class of
preferred stock. The entire offering was purchased by Rex
Licklider, D. Michael Talla and an affiliate of Millennium
Entertainment Partners, three of the Company's existing major
shareholders. The proceeds of the offering will be added to
working capital.

The private placement involved the issuance and sale of 5,000
shares of Series C Convertible Preferred Stock at a price of
$1,000 per share. The Series C Preferred may, at the option of
the holder, be converted into shares of common stock at a price
of $3.00 per share (subject to adjustment under certain
circumstances); entitles each holder to one vote for each share
of common stock into which such Series C Preferred is
convertible; and provides for the payment of dividends at an
annual rate of $90.00 per share. Dividends are cumulative, do
not accrue interest and, at the Company's option, may be paid in
additional shares of Series C Preferred.

In connection with the issuance of the Series C Preferred, the
Company corrected its Certificate of Designation of Series B
Convertible Preferred Stock that was created in March 2002. The
correction dealt with a technical issue regarding the treatment
of accrued or declared but unpaid dividends upon any conversion
or liquidation of the Series B Preferred.

The Company's Board of Directors also approved an amendment to
the Company's Stockholder Rights Plan adopted on September 29,
1998 and amended by First Amendment to Rights Agreement dated
February 18, 1999, by Second Amendment to Rights Agreement dated
July 2, 1999, by Third Amendment to Rights Agreement dated April
27, 2000 and by Fourth Amendment to Rights Agreement dated June
27, 2001. The Amendment provides that the Rights Plan will not
be triggered as a result of the acquisition of any common shares
issued to any Series C Preferred Stockholder upon the conversion
of any Series C Preferred shares.


STRUCTURED ASSET MORTGAGE: Fitch Junks Class B4 Certificates
------------------------------------------------------------
Fitch Ratings lowers its ratings of the following Structured
Asset Mortgage Investments Inc., Mortgage Pass-Through
Certificates:

SAMI 1999-4, Class B4 ($1,428,171 outstanding), is downgraded to
'C' from 'B'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the August 25, 2002
distribution:

SAMI 1999-4 remittance information indicates that 11.06% of the
pool is over 90 days delinquent, and cumulative losses are
$1,932,556 or 0.79% of the initial pool. Class B4 currently has
0.23% of credit support remaining.


SUNRISE TECH: Bank Lender Sets Foreclosure Auction for Sept. 24
---------------------------------------------------------------
Sunrise Technologies International, Inc., (OTC Pink Sheets:
SNRSE) learned of a foreclosure auction scheduled by the
Company's senior bank lender relating to its loan agreement with
the Company which has been in default since May 24, 2002. The
auction is scheduled for September 24, 2002 and will be for all
the assets of the Company. At this time, the Company owes
approximately $5.5 million of secured debts and over $20 million
of unsecured obligations to its creditors. The Company has not
received a foreclosure letter from the Bank, but rather learned
of the Bank's planned action by reading an auction ad placed by
the Bank's agent in The Wall Street Journal.

Dale Bowerman, Chairman of the Board of Sunrise Technologies,
International, Inc., said, "While I understand the bank's
impatience to resolve this situation, there continue to be
hopeful signs that a foreclosure will not be necessary. There
are at least two groups that are actively working to raise money
to finance the Company. Now that there is a deadline of
September 24th, I hope that an alternative resolution to
Sunrise's financial problems will be concluded very soon."

Mr. Bowerman added, "During this period the Company has
continued to support Hyperion(TM) users with customer service
and product development. Work on the next version of the
Hyperion LTK procedure is now at the clinical testing stage.
Substantially improved results are indicated." He added,
"However, any substantial change to the current procedure will
require FDA approval for use within the United States."  

Sunrise Technologies International, Inc. is a refractive surgery
company based in Menlo Park, California, that has developed
holmium YAG laser-based systems that utilize a patented process
for shrinking collagen developed by Dr. Bruce Sand (the "Sand
Process") for correcting ophthalmic refractive conditions.  


TELESPECTRUM WORLDWIDE: Hires Grant Thornton as New Auditors
------------------------------------------------------------
On August 5, 2002, TeleSpectrum Worldwide Inc., agreed to end
its engagement of Arthur Andersen LLP as the Company's
independent auditors, and the Board of Directors of the Company,
upon the recommendation of the Audit Committee, appointed Grant
Thornton LLP to serve as the Company's independent auditors,
effective immediately.

                      *   *   *

As previously reported, in connection with the recent
recapitalization of its balance sheet, Telespectrum Worldwide
Inc., the sponsor of the Telespectrum Worldwide Inc. 401(k)
Retirement Savings Plan, implemented a corporate restructuring
plan pursuant to which Telespectrum's finance department moved
to the executive offices of the Company. As a result of such
move, the finance department and its auditors did not receive
the trustee statements in a timely manner and, accordingly, were
unable to begin the preparation of the Annual Report on Form 11-
K until a recent date. Consequently the Company will not meet
timely filing of such financial information.

Once filed the Company expects that that its 401(k) Retirement
Savings Plan market value for fiscal year 2001 will differ
substantially from its fiscal year 2000 value. Net assets for
2001 are expected to decrease to $5.9 million from $7.8 million
for 2000. This decline in market value is due to decreased stock
values resulting from the weakening U.S. economy in 2001.


TELIGENT INC: Formally Emerges from Chapter 11 Proceeding
---------------------------------------------------------
Teligent, Inc., a leading nationwide provider of fixed-wireless
broadband services, announced that its Plan of Reorganization,
which was confirmed on September 5, 2002 by the U.S. Bankruptcy
Court for the Southern District of New York, became effective on
September 12, 2002 thereby marking Teligent's formal emergence
from Chapter 11.

Under the terms of the Plan, Teligent exits bankruptcy 100% debt
free, fully funded and with all of its existing fixed-wireless
assets intact, including expansive spectrum licenses in 74 U.S.
markets. The restructured company will be privately held with
Teligent's former senior secured lenders, including JPMorgan
Chase, Bank of America, and Toronto Dominion, owning 100% of the
stock. The existing management team, which was in place since
May 2001 and in charge of streamlining Teligent's operations and
successfully guiding the company through the Chapter 11 process,
will be responsible for executing the new business plan.

With its fixed-wireless assets, Teligent will provide transport
services to other carriers, point-to-point broadband access
services to multi-location businesses, and dedicated Internet
connectivity to enterprise companies. Teligent's services will
be utilized for both primary and redundant access.

"While this has been a very long and difficult road, we are
extremely pleased to complete our reorganization." said Jim
Continenza, Teligent's Chief Executive Officer. "I would like to
reiterate my gratitude to our customers, employees, and
creditors, whose support has been critical to completing this
restructuring process. We are very excited about moving forward
and executing our new business plan."

Based in Herndon, Virginia, Teligent, Inc., is a leading
nationwide provider of fixed wireless broadband services
offering business customers facilities-based fixed wireless
services, including wholesale transport, private line, dedicated
Internet access, and long distance.

For more information, visit the Teligent Web site at
http://www.teligent.com


TYCO INTL: Sues Ex-Chairman & CEO Kozlowski for Misappropriation
----------------------------------------------------------------    
Tyco International (NYSE: TYC; BSX; LSE: TYI) filed suit against
its former Chairman and Chief Executive Officer, L. Dennis
Kozlowski, charging that he misappropriated money and assets
from the Company and engaged in a concerted pattern of conduct
to conceal larcenous acts from the Board of Directors.

The lawsuit accuses Kozlowski of fraud and self-dealing that
included, among other actions: abusing Tyco's relocation and Key
Employee Loan programs and obtaining under false pretenses loans
that he used to fund personal expenditures; misappropriating for
himself over $100 million, including unauthorized bonuses
totaling $58 million and unauthorized loans of over $43 million;
taking personal credit for more than $43 million in charitable
donations that actually were made by Tyco; and engaging in a
number of self-dealing transactions involving property he sold
the Company at inflated prices and real estate that was used by
him and his family without compensating Tyco.

The lawsuit seeks to recover all funds misappropriated from Tyco
for Kozlowski himself or awarded by Kozlowski to his senior
executives and key managers without appropriate authorization
from the Compensation Committee of the Board of Directors, plus
damages and other forms of relief.  Although the actual amounts
are to be determined when the lawsuit goes to trial, the Company
specified that it will seek, at a minimum, the recovery of all
unauthorized compensation paid by Kozlowski to other employees
from 1997 to 2002, repayment of outstanding loans he improperly
borrowed from Tyco, and the forfeiture of all income and
benefits received by him from 1997 to 2002.

This filing is a result of the previously announced internal
investigation being conducted by the outside law firm Boies,
Schiller & Flexner.

The Company said that Mr. Kozlowski's misuse of funds and
assets, while unauthorized, have already been expensed in Tyco's
prior financial statements. It does seek through the lawsuit to
recover these monies plus damages.  The Company does not expect
to make material adjustments to its prior financial statements
as a consequence of the internal investigation to date.
    
    Kozlowski Breached Fiduciary Duties and Violated Trust

In a statement, the Company said, "As Tyco's Chairman and Chief
Executive Officer from July 1992 through June 3, 2002, Mr.
Kozlowski was one of the highest, if not the highest,
compensated executive in the country.  Despite his being paid
handsomely, he misappropriated hundreds of millions of dollars
from Tyco that have not been repaid.  He failed to inform, and
actively concealed from, the Compensation Committee the true
facts about his compensation."

The Company also said, "Kozlowski was required to act honestly
and in good faith with a view to the best interests of the
Company and to exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable
circumstances.  Kozlowski breached these duties to the Company  
and, as a result, the Company has been damaged in an amount that
far exceeds the amounts that Kozlowski directly misappropriated
for himself.  To hold him accountable for his misconduct, we
seek not only full payment for the funds he misappropriated but
also punitive damages for the serious harm he did to Tyco and
its shareholders."
    
            Specific Actions by Kozlowski

Among the specific actions through which Kozlowski failed in his
duties to Tyco are:
    
     * Abuse of New York Relocation Program -- In 1995, after he
       decided to relocate to New York City, Kozlowski
       transformed a Compensation Committee-approved relocation
       program intended for all employees into a special program
       for a few senior executives that was never sanctioned
       by the Board.  Kozlowski obtained these substantial
       benefits under the unapproved, transformed plan:
    
       -- Beginning in July 1997, he rented a lavish Fifth
          Avenue apartment in New York at an annual rent of
          $264,000, paid for by the Company.

       -- He used an interest-free loan to buy a Company-owned,
          $7-million Park Avenue apartment, at depreciated book
          value and without appraisals, which he never occupied
          and instead deeded to his ex-wife a few months after
          the purchase.

       -- He sold his Exeter, New Hampshire home to the Company
          for significantly more than its market value,
          resulting in a $3-million overpayment to him by Tyco.
   
       -- He had the Company purchase a second, more
          extravagant, Fifth Avenue apartment in 2001 for $16.8
          million, plus $3 million in improvements and $11
          million in furnishings, without disclosing to the
          Board or its Compensation or Audit Committees that
          this home was paid for by Tyco and carried by the
          Company as a corporate asset.

       -- He "grossed up" the benefits he received under the
          program to insulate himself from New York State income
          tax liability related to the relocation to New York.
    
Kozlowski knew that the benefits to him and other key executives
under such a program required Compensation Committee approval
and never sought such approval from the Board.
    
     * Abuse of Key Employee Loan Program -- The long-standing
       Key Employee Loan Program (KEL) was designed to encourage
       stock ownership by executives by obviating their need to
       liquidate shares to meet tax liabilities.  However,
       Kozlowski systematically abused this program, turning it
       into a personal line of credit.  From 1997 to 2002, he
       took more than 200 loans from the program, borrowing more
       than $274 million, of which more than $245 million was
       not used in accordance with the purpose of the program.  
       Instead, he used these funds for a wide variety of
       personal needs, including purchases of everything from
       homes, yachts, antiques and furniture to payments to his
       domestic help.
    
     * Unauthorized Credits to KEL Program -- To offset his
       indebtedness to Tyco, without the knowledge or approval
       of the Board, Kozlowski directed Chief Financial Officer
       Mark Swartz to effect credits of $25 million to     
       Kozlowski's KEL account and $12.5 million to Swartz's
       account. (When the Board learned of these unauthorized
       journal entries during the course of the investigation,
       it directed that they be reversed.)  Kozlowski continued
       to abuse the KEL program, and when he left the Company on
       June 3, 2002, he owed this program $43,840,461,
       plus interest, all of which is due.
   
     * Unauthorized Florida Relocation Program -- After the 1997
       reverse merger with ADT, Kozlowski decided to relocate
       more than 40 corporate employees to ADT's U.S.
       headquarters in Boca Raton, Florida and created a new
       relocation program by appropriating the terms of the
       earlier New York program.  He circumvented the need for
       Compensation Committee approval of this program by
       creating a program somewhat similar to the New York
       program.  As in New York, he created two versions of the
       program, one for general use that met the IRS standards
       and a second for the use of a few executives.  Without
       changing his primary residence, Kozlowski used this
       program to obtain $29,756,110 in interest-free loans to
       assemble five lots into a compound and build an estate in
       an exclusive Boca enclave called "The Sanctuary."  
       Kozlowski did not obtain Compensation Committee approval
       of this program and concealed these benefits from the
       Board.
    
     * "TyCom Bonus" -- Unauthorized Forgiveness of Relocation
       Loans -- In September 2000, Kozlowski still owed Tyco
       more than $37 million, so he "contrived, promoted and
       fraudulently executed" a plan to obtain relief.  He
       falsely informed the Senior VP of Human Resources that
       the Board had decided to forgive all of the Florida
       relocation loans to the more than 40 employees - and to
       "gross up" this benefit by making each employee whole on
       an after-tax basis for the forgiveness -- as a reward
       for completion of the TyCom IPO.  The unauthorized loan
       and gross-up program was in addition to a more limited
       program of cash bonuses and restricted stock awards that
       the Compensation Committee -- unaware of the Kozlowski
       program -- approved the next month.  Kozlowski's
       unauthorized program cost Tyco close to $100 million,
       including Kozlowski's share of $32,644,338.
    
     * Unauthorized "ADT Automotive Bonus" -- In November 2000,
       still pressed by his indebtedness to Tyco, Kozlowski
       contrived another special bonus program.  This bonus was
       supposed to recognize executives for contributions to the
       divestiture of Tyco's ADT Automotive business via cash
       and "relocation" benefits, even though the beneficiaries
       had already recovered the grossed-up cost of their
       "relocations" under the TyCom forgiveness bonus.  This
       "bonus" cost Tyco nearly $56 million, of which $25.6
       million benefited Kozlowski. As with the "TyCom Bonus,"
       Kozlowski led other executives to believe the program was
       Board approved, which it was not.  Adding everything up,
       including his authorized compensation and the money
       misappropriated as purported compensation, Kozlowski's
       income from Tyco in 2000, as reported to the IRS, was an
       incredible $137,491,353.39.
    
     * Fraudulently Procured Retention Agreement -- In 2001,
       Kozlowski pressed the Company to sign a retention
       agreement, which among other things, provided for ongoing
       compensation and benefits for three years following age
       62.  The monetary value of this provision, as approved by
       the Compensation Committee, would have been approximately
       $20 million. However, he fraudulently deceived the
       Committee into amending the compensation formula that,
       unbeknownst to the Committee, would have resulted in a
       ten-fold increase in the compensation that would be due
       to him.
    
     * Unauthorized Payment to Walsh -- In early 2001, Kozlowski
       approved the payment of a $20-million finder's fee to
       then-director Frank Walsh in connection with the
       acquisition of The CIT Group.  Kozlowski and Walsh
       concealed this payment from the Board, which did not
       become aware of it until reading a draft proxy in January
       2002 and demanded immediate repayment.  The Board was
       galvanized into action by this payment and, in February
       2002, undertook a review of all transactions involving
       senior management.  Also, in early May 2002, the Board
       hired independent counsel, Boies Schiller & Flexner, to
       represent the Company with regard to the Walsh matter.
    
     * Frustration of Board's Investigation -- As a result of
       the Walsh payment, the Board began a wide-ranging
       investigation into the activities of Kozlowski and other
       senior managers.  Throughout early 2002, while paying lip
       service to the heightened Board oversight, at no time did
       Kozlowski disclose the enormous compensation he had taken
       For himself and others over the past several years.  From
       February through May 2002, Kozlowski continued to conceal
       the facts from the Board and attempted to delay and
       frustrate the investigation.
    
     * Failure to Report Subpoena to Board -- On May 3, 2002, in
       the course of investigating Kozlowski's failure to pay
       state sales taxes, the Manhattan District Attorney served
       Kozlowski with a subpoena for records relating to his
       compensation and his recent purchases.

       Kozlowlski had an affirmative duty to inform the Board of
       this, but failed to do so.  In fact, he did not inform
       the Board until May 31, the day he learned he was to be
       indicted.
    
     * Charitable Contributions -- From 1997 to 2002, Kozlowski
       committed donations and pledges to charitable
       organizations with Company money amounting to more than
       $106 million.  At least $43 million of these donations
       were made for his personal benefit or were represented as
       his personal donations.  For example, in 2001, Kozlowski
       donated $1.3 million of Company money to the Nantucket
       Conservation Foundation, Inc., which in turn purchased
       property adjacent to Kozlowski's own Nantucket estate to
       prevent future development of the land. He also pledged
       $10 million to the California International Sailing
       Association in his name.  Other Tyco contributions were
       made in his name to schools, colleges, hospitals, and
       Nantucket institutions with which he had a personal
       connection.
    
     * Other Elements of Kozlowski's Fraud and Self-Dealing --
       Other actions by Kozlowski that formed a pattern of fraud
       and self-dealing included expensing to the Company the
       following items, among others:
    
       -- Millions of dollars for the personal use of his
          various residences and purchases of furniture and
          other items for these residences;

       -- $700,000 for a personal investment in the movie,
          "Endurance;"

       -- More than $1 million for a lavish celebration of his
          wife's birthday in Sardinia, Italy;

       -- Reimbursement for $1 million of business expenses
          without proper documentation for such items as
          jewelry, clothing, wine, club membership dues, flowers
          and a private venture; and

       -- At least $110,000 for the corporate use of his
          personal yacht, the "Endeavour."
    
Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in disposable medical products and plastics
and adhesives. Tyco operates in over 100 countries and had
fiscal 2001 revenues from continuing operations of approximately
$34 billion.


TYCO INTL: Appoints William Lytton as EVP and General Counsel
-------------------------------------------------------------    
Tyco International Ltd., (NYSE: TYC; BSX: TYC; LSE: TYI)
announced that William B. Lytton has been appointed Executive
Vice President and General Counsel for the company.  Mr. Lytton
has a wide range of experience as a corporate counsel at major
industrial companies and most recently served as Senior Vice
President and General Counsel for International Paper Company.  
Mr. Lytton is also a former federal prosecutor who served eight
and a half years in Chicago and Philadelphia.

Tyco's Chairman and Chief Executive Officer, Edward D. Breen,
said, "To fulfill its potential as a great company, Tyco must
have the best possible management team.  In choosing a General
Counsel for Tyco, I wanted a person with outstanding credentials
as a corporate counsel and an impeccable reputation for personal
integrity.  Bill clearly fulfills both criteria. He is a man who
can be trusted to make the right decisions on the challenges and
opportunities facing the company, and he will play a vital role
in helping us to establish and maintain the best practices of
corporate governance.  I'm very pleased that he is now part of
the team we are building for the future."

Mr. Lytton said, "I'm very excited to be joining Ed Breen and
his new team at this critical juncture in Tyco's history.  I
share Ed's commitment to establishing the highest standards of
corporate governance and integrity at Tyco.  This is a company
with many strengths and opportunities. I look forward to working
with the people throughout the organization to help Tyco realize
its full potential."

Mr. Lytton succeeds Irving Gutin, who had been asked to assume
the role of General Counsel in June on a temporary basis.  Mr.
Gutin is retiring after more than 28 years of service to Tyco.

Mr. Lytton has served as Senior Vice President and General
Counsel for International Paper, the world's largest forest-
products company, since 1999. Mr. Lytton began his tenure with
the company in 1996, as vice president and general counsel.

Previously, Mr. Lytton held general counsel positions at
operating divisions of Lockheed Martin and Martin Marietta, as
well as at GE Aerospace. He has worked throughout federal
government, including an assignment as deputy special counselor
to President Ronald Reagan in 1987.

Mr. Lytton received his undergraduate degree from Georgetown
University in 1970 and a law degree from American University in
1973.  He is chair of the American Corporate Counsel
Association's board of directors and a member of the Washington,
DC, and Pennsylvania Bars.
    
Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2001 revenues from continuing operations of approximately
$34 billion.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services said
that its ratings, including its triple-'B'-minus corporate
credit rating, on Tyco International Ltd., and its subsidiaries
remain on CreditWatch with negative implications following the
company's recent earnings announcement, appointment of a new
CEO, and denial of bankruptcy rumors.

Hamilton, Bermuda-based Tyco is a diversified company with total
debt of about $26 billion.

Standard & Poor's noted that Tyco began the quarter with more
than $7 billion in cash following the recent IPO of its
commercial finance subsidiary. Management intends to use a
significant portion of this to reduce debt. Recent earnings were
broadly in line with expectations, but free cash flow was below
expectations due to tighter payment terms from suppliers that
reduced operating cash flow by more than $300 million.


UNIVERSITY BANCORP: Board Approves 1-For-2 Reverse Stock Split
--------------------------------------------------------------
University Bancorp, Inc., (Nasdaq:UNIB) announced that its board
of directors has approved a 1 for 2 reverse stock split to
preserve the Company's listing on the NASDAQ Small-Cap Market.

The Company recently received a NASDAQ Staff Determination
indicating that the Company fails to comply with the $1 minimum
bid price requirement for continued listing set forth in
Marketplace Rules 4310(C)(4) and 4310(C)(8)(D), and that its
securities are, therefore, subject to delisting from the NASDAQ
Small-Cap Market. The Company has requested a hearing before a
NASDAQ Listing Qualifications Panel to review the Staff
Determination. There can be no assurance the Panel will grant
the Company's request for continued listing, however the Company
believes that the pending reverse stock split is sufficient
grounds for the Panel to approve the appeal.

President Stephen Lange Ranzini commented, "We had delayed our
annual shareholders meeting for this year just in case a reverse
stock split was needed. Our common stock has been trading
consistently between $0.70 and $1.00 for most of the past six
months, and we had delayed a reverse stock split in the hopes
that several positive corporate developments would have a
positive impact on the share price to get it consistently over
$1.00 per share.

"Having received notice from NASDAQ that we have run out of
time, the board of directors has resolved to submit a reverse
stock split immediately to the Company's shareholders. A
majority of the shareholders have indicated that they will vote
at a special meeting to be held October 25, 2002 in favor of the
resolution to carry out a 1 for 2 reverse stock split. We intend
to issue the proxy statement in the next few days to the SEC and
then mail the proxy to our shareholders by September 25, 2002."

Operations Update. The Company's University Bank subsidiary
booked net income in July of $64,380 and $73,401 in August.
President Stephen Ranzini commented, "We are anticipating the
Company itself will report net income for the third quarter
between $75,000 and $150,000, excluding the potential unusual
gain from the sale of Midwest Loan Services."

The Company is also close to closing on two major transactions
(as described in our most recent 10-Q): the sale of our
headquarters building which should close at the end of September
for a $300,000 gain (the gain per GAAP will be booked at the
rate of $12,500 a month for 24 months), and the sale of our
Bank's Midwest Loan Services subsidiary, for about a $1 million
initial gain and a multi-year earn-out over time of up to
another $2 million.

Ann Arbor-based University Bancorp (Nasdaq:UNIB) owns 100% of
University Bank. The Bank is a $45 million asset, FDIC-insured,
locally owned and managed Community Bank. The Bank's
commissioned business development officers are focused on the
local business community, calling on business owners directly at
their offices. Other Bank specialties include residential
mortgages, commercial real estate lending, highly competitive
deposit products for business owners, and insurance and broker-
dealer investments through the Bank's wholly-owned subsidiary
University Insurance and Investment Services, Inc. In addition
to its Community Banking operations, University Bancorp
specializes in mortgage subservicing through the Bank's
Houghton-based 80%-owned subsidiary, Midwest Loan Services, Inc.
and also owns 6.1% of Michigan BIDCO, Inc., an Ann Arbor-based
mezzanine capital lender.


US AIRWAYS: Retains PwC as Restructuring Advisors & Consultants
---------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates, want to employ
PricewaterhouseCoopers as its restructuring advisors and
accountants during these Chapter 11 proceedings.  Specifically,
PwC will:

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

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

   -- provide assistance with implementation of court orders;

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

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

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

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

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

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

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

   -- assist the Debtors with plan distribution activities;

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

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

   -- provide testimony on various matters, as requested;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mr. Siegel maintains that PwC should be employed under a general
retainer because of the level and complexity of the services
that will be required during these proceedings. (US Airways
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US DIAGNOSTIC: Commences Chapter 11 Reorganization in Florida
-------------------------------------------------------------
US Diagnostic Inc., (OTCBB:USDL) has signed a definitive
agreement to sell its diagnostic imaging business to DVI
Financial Services Inc., or its designee. DVIFS, together with
DVI Business Credit Corporation, is the Company's primary senior
lender. DVIFS has indicated that it will assign its purchase
rights under the definitive agreement to an affiliate of PresGar
Medical Imaging, Inc., a privately held company that owns and
operates a number of diagnostic imaging centers in various
locations around the country.

The sale will be for an aggregate purchase price equal to
approximately $14.0 million in cash, a waiver of distribution in
the bankruptcy case on account of DVI's unsecured claims arising
under approximately $30 million of indebtedness owed by USD to
DVI (inclusive of potential penalties, charges and fees), and
the assumption of other specified contractual liabilities of the
Company owing to parties other than DVI, including approximately
$7.5 million of other secured debt. DVI will acquire
substantially all of the assets and will assume specified
liabilities and contracts of USD and its subsidiaries which own
and operate 21 fixed site diagnostic imaging facilities. DVI
will reserve its rights to secured claims against certain USD
property.

As required by the agreement, USD and certain of its non-
operating subsidiaries today initiated a Chapter 11 bankruptcy
case under the United States Bankruptcy Code in United States
Bankruptcy Court for the Southern District of Florida, seeking
Bankruptcy Court approval of the transaction. In accordance with
the definitive agreement, the sale of assets will be subject to
higher and better offers pursuant to bidding procedures to be
approved by the Bankruptcy Court including customary break-up
and cost reimbursement payments under certain circumstances.

In addition to Bankruptcy Court approval, the sale is contingent
upon the receipt of various third party consents and customary
closing conditions.

USD also filed a reorganization plan under which (i) unsecured
creditors would receive partial payments from the proceeds of
the sale to DVIFS or its designee and (ii) USD's remaining
assets would be liquidated. Under the plan, unsecured creditors
of USD would receive 100% of the equity in the reorganized
company and current equity holders of USD would not receive any
distribution in respect of their equity interests.

USD anticipates that its diagnostic imaging centers will
continue to operate as usual pending the sale. To this end, in
conjunction with the voluntary Chapter 11 petitions, USD has
asked the Bankruptcy Court to consider a variety of "first day
motions" to support its employees, vendors, customers and other
constituents. These include motions seeking court permission to
continue payments for employee payroll and health benefits; to
use cash collateral and maintain cash management programs; and
to retain legal and accounting professionals to support the
company's reorganization efforts.

Vendors and suppliers, including radiologists and healthcare
professionals, to USD's operating subsidiaries, which have not
filed for Chapter 11 protection, should continue to receive
payments in the ordinary course of business. In accordance with
applicable law and court orders, however, vendors and suppliers
which before the Chapter 11 filing have provided goods or
services to US Diagnostic or the USD subsidiaries that filed for
Chapter 11 protection may have pre-petition claims, which will
remain unpaid pending court authorization of payment or
consummation of a plan of reorganization/liquidation.

US Diagnostic is an independent provider of radiology services
with locations in nine states and owns and operates 22 fixed
site diagnostic imaging facilities.


US DIAGNOSTIC INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: US Diagnostic Inc.
             250 S Australian Ave 9 Florida
             West Palm Beach, Florida 33401

Bankruptcy Case No.: 02-35086

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Meditek Industries, Inc.                   02-35087
     Medical Imaging Centers of America, Inc.   02-35088
     MICA CAL I, Inc.                           02-35089
     MICA FLO I, Inc.                           02-35090
     MICA Pacific, Inc.                         02-35091

Type of Business: US Diagnostic company offers X-ray,
                  mammography, ultrasound, bone densitometry,
                  and computed axial tomography services
                  performed by radiologists or other
                  specialists. Its centers are located in 10
                  states, mainly in the Northeast, Southeast,
                  and California.

Chapter 11 Petition Date: September 13, 2002

Court: Southern District of Florida (Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: James P. S. Leshaw, Esq.
                  1221 Brickell Avenue
                  Miami, Florida 33131
                  305-579-0500


US INDUSTRIES: Fitch Junks Rating on $250MM 7.125% Senior Notes
---------------------------------------------------------------
Fitch Ratings has lowered its rating on US Industries, Inc.'s
$250 million 7.125% senior secured notes to 'C' from 'B-'
following the company's announcement that it has commenced an
exchange offer to exchange cash and notes with a higher interest
rate and longer maturity for all of its outstanding 7.125%
senior secured notes due October 15, 2003. The rating on the
7.125% senior secured notes remains on Rating Watch Negative as
it will be lowered to 'D' following the completion of the debt
exchange.

The company's $125 million 7.25% senior secured notes due
December 1, 2006, which are not affected by the exchange offer,
continue to be rated 'B-' and remain on Rating Watch Negative.
The senior secured notes are co-obligations of USI American
Holdings, Inc. and USI Global Corporation and are guaranteed by
USI Atlantic Corp.

The exchange offer, which expires on October 4, 2002, is
considered a distressed debt exchange given, the need to
complete this exchange to prevent a default in October 2003, the
high 90% level of participation necessary for the exchange to be
made effective and the substantially lengthened maturity of the
new securities. Therefore, Fitch considers the exchange to be an
event of default as USI will not have met the terms and
conditions of the original debt agreement. If the exchange does
not occur, Fitch anticipates that the ratings on USI's senior
secured notes will be at the 'CCC' level as USI will be faced
with significant debt maturities in the subsequent 12 months
that would make it difficult for the company to meet its
financial commitments without sustained, favorable business or
economic developments in the absence of alternative
refinancings.

USI has received agreement from a majority of its bank lenders
to extend the maturity on its bank debt to October 1, 2003 and a
further automatic extension to October 4, 2004 if the exchange
offer is successful. In addition, if a majority of the 7.125%
senior secured noteholders consent to agree to a proposed
amendment to the indenture, then the noteholders will be able to
receive a cash payment that represents the proceeds from asset
sales deposited in a collateral account that are allocable to
these noteholders. When at least 90% of the noteholders agree to
the exchange, they will be eligible to receive up to $110.1
million in cash (assuming the closing of the SiTeco Holdings
GmbH sale) plus a new 9.125% senior secured bond with a face
amount equal to the existing face amount less the cash portion
received. Any remaining 7.125% senior secured notes will
continue to be supported by an allocation of cash in the
collateral accounts as well as a commitment from the bank
lenders for up to a combined total of $25 million for principal
repayment on the original maturity of October 15, 2003.

Fitch expects to assign a rating to the new 9.125% senior
secured notes upon the completion of the debt exchange, which
will consider the company's ongoing operating performance and
the new capital structure. These securities will have a
lengthened maturity and higher coupon as compared to the
existing 7.125% senior secured notes. All other terms are
expected to be the same, with the new notes ranking pari passu
with the existing 7.25% senior secured notes and the bank credit
facilities.


WARPRADIO.COM: Taps EricDavid to Assist in Strategic Planning
-------------------------------------------------------------
WarpRadio.com (Pink Sheets: WRPR) has retained the services of
Princeton, NJ based EricDavid & Sons, Inc.

EricDavid & Sons, Inc., provides consulting services to private
and public companies in areas ranging from investor relations,
public relations, business development and financial marketing.

Under the leadership of Steven J. Weiss, EricDavid & Sons has
developed a strong track record in creating communications for
shareholders and by integrating a broad range of services into
the corporate strategy of its client companies.

Mr. Weiss has over 20 years of experience in business
communications and financial management. His corporate finance
background includes positions with media giants CBS Inc.,
International Thomson, United Newspapers Group and Universal
Media. Mr. Weiss is a strategic problem solver with an extensive
background in organizational development.

"I am extremely excited about working with the management of
WarpRadio.com and assisting them with their Public and Investor
Relations. WarpRadion.com has rapidly grown into a world-class
provider of streaming audio services for the Radio industry,
developing what many broadcasters are calling the future of
streaming on the Internet. Although WarpRadio.com is currently
in chapter 11 bankruptcies, it is in my opinion that the company
will emerge as an industry leader in radio station streaming. I
am looking forward to helping the Company with its Investor
Relations and Public Relations programs for them to gain Public
Market recognition and in turn enhancing shareholder value,"
stated Weiss.

"EricDavid & Sons brings a unique set of skills to
WarpRadio.com," stated Denise Sutton, President of
WarpRadio.com, "Mr Weiss has a thorough understanding of
strategic planning. His Investor Relations credentials and
contacts will provide outstanding exposure to the financial
markets through his extensive network of contacts with the
investment community. We anticipate a long and productive
relationship between our firms," concluded Sutton.

WarpRadio.com provides users with complete directory listing of
all radio stations across the USA. Dedicated to bringing radio
listeners and hundreds of live, streaming radio shows to choose
from daily WarpRadio network serves as the real time
"connection" for listeners to the favorite program, format, or
radio station. For more information please visit its Web site at
http://www.warpradio.com


WORLDCOM INC: Wants Lease Decision Period Stretched to Sept. 22
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates are parties to 15,000
unexpired leases of nonresidential real property, including
lease agreements for office, storage spaces and points of
presence, as well as so-called co-location agreements, among
others.  At this juncture in the Chapter 11 process, the Debtors
have not had a sufficient opportunity to make final
determinations regarding the assumption or rejection of their
Leases.

In light of the unprecedented size, complexity and demands of
these cases, Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, in New York, says, it is unreasonable to require the
Debtors to make final determinations regarding the assumption or
rejection of all of the Leases on or before September 19, 2002.
Consequently, the Debtors ask the Court to extend the time
within which they may assume or reject the Leases through and
including September 22, 2003, without prejudice to their right
to seek further extension for cause shown.

According to Ms. Goldstein, the Debtors and their professionals
have been working diligently to identify all of the Leases
while, at the same time, working to administer these Chapter 11
cases and address a vast number of administrative and business
issues. The Leases pertain to wide-ranging segments of the
Debtors' business operations.

Ms. Goldstein tells the Court that the evaluation of the Leases
requires the Debtors to devote considerable time and effort to
carefully review the merits of each Lease.  The Debtors have
begun evaluating the economics of the Leases in the perspective
of the Bankruptcy Code to determine whether the assumption or
rejection of each of the Leases would inure to the benefit of
their estates.  The Debtors' decision to assume or reject the
Leases also will depend upon the review of their overall
businesses and an analysis of each Lease location and purpose.
Due to the extraordinary large number of Leases and the
complexity of their business operations, the Debtors' analysis
of the Leases will take a considerable amount of time.
Notwithstanding, the Debtors are attempting to make informed
determinations regarding the Leases as promptly as possible.

Given the importance of the Leases to the continued operations
of the Debtors, Ms. Goldstein believes that it is impossible for
the Debtors to make a reasoned and informed decision as to
whether to assume or reject each of the Leases within the
initial 60-day period specified in Section 365(d)(4) of the
Bankruptcy Code. Absent the relief requested, the Debtors may be
forced to prematurely assume the Leases, which could lead to
unnecessary administrative claims against their estates if the
Leases are ultimately rejected.  Conversely, if the Debtors
reject the Leases or are deemed to reject the Leases by
operation of Section 365(d)(4) of the Bankruptcy Code, they may
forego significant value in the Leases, thereby resulting in the
loss of valuable property interests that may be essential to
their reorganization.

Ms. Goldstein points out that the Court already has approved, on
an interim basis, postpetition financing for the Debtors which,
along with revenues from their ongoing businesses, will enable
the Debtors to continue to perform timely all of their
postpetition obligations under the Leases pending their
assumption and rejection determinations.  Accordingly, the
extension will not prejudice the lessors of the Leases.  The
Debtors propose that any lessor may request that the Court fix
an earlier date by which the Debtors must assume or reject its
unexpired lease in accordance with Section 365(d)(4) of the
Bankruptcy Code.  The Debtors submit that, if a lessor requests
that relief from the Court, the Debtors will maintain the burden
of persuasion.

Ms. Goldstein asserts that a full and accurate analysis of each
Lease is critical to maximizing the value of the Debtors'
estates for the benefit all parties in interest. (Worldcom
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


WORKFLOW MANAGEMENT: Special Committee Taps Jefferies as Advisor
----------------------------------------------------------------
Workflow Management, Inc., (NASDAQ: WORK) a premier provider of
printed products and outsourced services, reported results for
the first quarter ended July 31, 2002.

First quarter revenues for the period ended July 31, 2002
increased to $156.2 million compared to $155.2 million in the
prior year. Revenues in the Solutions Division improved 1.2% to
$76.7 million, while revenues in the Printing Division decreased
0.5% to $82.9 million. First quarter operating income was $7.0
million before non-recurring items, compared to $7.4 million
last year. Workflow generated $9.7 million in EBITDA excluding
non-recurring items in the first quarter, versus $10.1 million
in the same period last year.

Tom D'Agostino, Sr., Chairman and CEO, commented, "We were
encouraged by the stability of our operating results in the
first quarter, traditionally our slowest period, despite tough
economic and competitive forces. While customers are purchasing
less product, Workflow is focused on both adding new customers
and retaining its current customers as we maximize the efforts
of our sales and sales support professionals and utilize the
iGetSmart(R) sales process. Because of the soft economic
environment, more companies are considering outsourcing their
non-core competencies than ever before. As a result, although
the sales cycle is relatively long, the pipeline at our
Solutions Division is robust. We attribute the increase to our
iGetSmart model, which is successfully helping companies such as
Deutsche Bank (NYSE: DB), Grainger (NYSE: GWW) and Federated
Department Stores (NYSE: FD) maximize the benefits of
outsourcing, thereby translating directly into cost savings for
our customers."

Net income before non-recurring items in the first quarter of
fiscal 2003 was $1.7 million, down from $2.3 million in the same
period of fiscal 2002. In the quarter, the Company incurred
significant non-recurring items totaling $6.3 million after
taxes. After the charges, the Company incurred a net loss of
$2.4 million. The non-recurring items were:

     --  $1.7 million of transaction costs incurred in
connection with a proposed private placement of senior secured
notes, which the Company has expensed as a result of the
Company's decision not to actively pursue the transaction at
this time due to adverse market conditions.

     --  $4.3 million of expense related to the Company's
interest rate swap agreement. This was expensed because the swap
can no longer be designated as a cash flow hedge of variable
rate debt, as the Company's borrowings under its credit facility
currently bear a non-LIBOR based fixed interest rate of 12%.

     --  $221,000 for net restructuring costs representing
approximately $1.2 million in restructuring costs associated
with the exploration of other financial, restructuring and
strategic alternatives and the reversal to income of a $1.3
million restructuring charge, taken in the three months ended
April 30, 2001, that is no longer required since the Company
successfully settled the underlying contract dispute.

As previously disclosed, Workflow has formed a Special Committee
comprised of independent members of its board of directors to
consider various restructuring and other strategic and financial
alternatives. The Special Committee has engaged Jefferies &
Company, Inc., the principal operating subsidiary of Jefferies
Group, Inc. (NYSE: JEF), as its financial and strategic advisor.
In addition, the Special Committee has engaged Palisades
Associates to review and evaluate the entire Corporation's
operations in an effort to seek strategic improvements that
could be implemented to improve cash flow and earnings.

D'Agostino, Sr., concluded, "Strengthening the capital structure
of Workflow is paramount as we position the Company to achieve
its long-range operational goals. We have been proactive in
exploring various restructuring and other strategic alternatives
and believe that the Company is taking the proper initiatives to
deliver long-term value for our shareholders."

Chairman and Chief Executive Officer Tom D'Agostino, Sr., and
Chief Financial Officer Mike Schmickle will certify to the U.S.
Securities and Exchange Commission, the accuracy of Workflow's
Form 10-Q report for the first quarter of fiscal 2003 on
September 13, 2002.

Workflow Management, Inc., is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production
of logo-imprinted promotional items to multi-color annual
reports, have a reputation for reliability and innovation.
Workflow's complete set of solutions includes document design
and production consulting; full-service print manufacturing;
warehousing and fulfillment; and iGetSmart - the industry's most
comprehensive e-procurement, management and logistics system.
Through custom combinations of these services, the Company
delivers substantial savings to its customers - eliminating much
of the hidden cost in the print supply chain. By outsourcing
print-related business processes to Workflow, customers
streamline their operations and focus on their core business
objectives. For more information, go to its Web site at
http://www.workflowmanagement.com


WORLDWIDE WIRELESS: Files for Chapter 11 Protection in Calif.
-------------------------------------------------------------
Worldwide Wireless Networks Inc. (OTC BB: WWWN), made a
voluntary decision to utilize the Chapter 11 process and has
filed a petition with the U.S. Bankruptcy Court for the Central
District of California. For the Chapter 11 proceedings, the
Company is being represented by Mr. R. Gibson Pagter Jr., of
Pagter and Miller.  

The Company states that this action was chosen as the only
reasonable option in response to recent lawsuits filed by the
Esyon Corporation, Tessco, Haseko and 1st Universe. The Company
regrets any potential impact on shareholders and will be
entertaining proposals to maintain the public entity and
shareholder value.  

Operations to Continue During Process with No Effect on Current
or Pending Subscribers  

WWWN will continue to provide service to its current customers
and will continue to add new subscribers to its wireless and
wired Internet network during the Chapter 11 process. The
Company also expects to continue servicing all current lease
obligations and making payments to its current vendors,
employees and others in the normal course of business.  

          Multiple Acquisition Offers Being Evaluated  

The Company has been evaluating restructuring options for almost
a year and ultimately, the Chapter 11 process was determined to
be The only viable option available to maintain operations and
restructure debt. At the time of filing, the Company was
finalizing terms with a solid, US-based, wireless Internet
service provider to acquire the operating assets of the Company.
Until the final agreement is signed and filed with the Court the
terms remain confidential. The Company will evaluate any and all
purchase or investment offers to determine which one will
provide the most value to the creditors, the shareholders and
the Company.  

"Our last few releases have all stated that we were evaluating
limited restructuring options and in the final analysis, this
was the only one available. Choosing this option will provide
the Company with a strong financial foundation from which to
grow," stated Mr. Jerry Collazo, President and acting CEO of
Worldwide Wireless Networks. "While some may be concerned about
us entering into this process, I can confidently state that we
are a perfect candidate for the Chapter 11 process, as the
Company is current on all SEC filings and the operations are
cash flow positive and have a large base of high profile
customers that will be unaffected. The Company also has a stable
and experienced staff. The end  result of this process is for
the Company to emerge debt free and for the entity that acquires
WWWN's core wireless and wired business to begin aggressive
marketing activities and infrastructure upgrades. The new
operating entity is also expected to re-evaluate expansion
opportunities. The Chapter 11 process will resolve the old
issues that have hindered the Company's forward progress and I
expect the post filing operations will emerge in its strongest
financial and competitive position to date. The current
agreement that has been reached with this wireless ISP will
allow it to expand WWWN's local market dominance and provide
enhanced service reliability and performance to WWWN's existing
and new customers."  

Mr. Collazo added, "Even though the future prospects for our
operations and customers now look better than ever, it's
unfortunate that this action puts our shareholders' value at
risk. As we proceed down this path, we will announce significant
milestones in our progress as we endeavor to maximize value for
our creditors and shareholders."  

                    Chapter 11 Information  

Chapter 11 of the US Bankruptcy code allows companies to
continue operating and managing their assets in the ordinary
course of business. Congress enacted Chapter 11 to encourage and
enable a debtor business to continue operations as a going
concern, to preserve jobs and to maximize the recovery of all
stakeholders.  

Worldwide Wireless Networks is a data-centric wireless
communications company headquartered in Orange, California. The
Company specializes in high-speed, broadband Internet access
using an owned wireless network. Other products and services
include frame relay, collocation services and network
consulting. The Company serves all sizes of private and public
sector accounts. For more information, visit them on the Web at
http://www.wwwn.com   


WORLDWIDE WIRELESS: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Worldwide Wireless Networks Inc.
        770 The City Drive South Suite 3700
        Orange, California 92868

Bankruptcy Case No.: 02-17020

Chapter 11 Petition Date: September 11, 2002

Court: Central District of California, Sta. Ana Division

Judge: James N. Barr

Debtor's Counsel: R. Gibson Pagter, Jr., Esq.
                  Pagter and Miller
                  1551 North Tustin Avenue, Suite 850
                  Santa Ana, California 92705
                  714-541-6072

Total Assets: $240,475

Total Debts: $7,046,280

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
PHI Mutual Ventures, LC    Promissory Notes         $1,468,603
John Clayton
525 South 300 East
Salt Lake City, UT 84111
801-323-2395

Esyon Corporation          Promissory Notes           $544,459
Bob Hong
2934 E. Garvey Ave South
Suite 220
West Covina, CA 91791
628-858-7126

AMRO International         Promissory Note            $514,951
Thomas Badian
130 West 29th, Fifth Floor
New York, NY 10001
212-594-6555

1st Universe               Judgment                   $336,236
Sean Loftis
16321 Gothard St., Unit H
Huntington Beach, CA 92747
714-848-4349

Feldhake, August &         Promissory Note            $299,327
Roquemore  
Robert Feldhake
Newport Gateway Tower 2
19900 Macarthur Blvd.
Suite 850
Irvine, CA 92612

Mutual Ventures Corp.      Promissory Note            $246,400

Qwest                      Trade Debt                 $197,113

Pacific Bell Telephone     Trade Debt               $1,141,433
Charlotte Martin
ISP Collections Dept.
PO Box 15038
Sacramento, CA 95851

Jack Tortorice             Notes Payable              $185,312

Trinity Capital Advisors   Promissory Note            $169,258

Steve Menzies              Note Payable               $144,284

Dennis Shen                Note Payable/Trade Debt    $125,800

Helioss Comm Israel, Ltd.  Trade Debt                 $119,000

Andy Taubman               Note Payable                $99,523

Zyan Communications        Trade Debt                  $91,715

Tom Rotert                 Note Payable/Trade Debt     $90,704

Cable & Wireless Internet  Trade Debt                  $89,616

Massachusetts Mutual Life  Note Payable                $58,234

Intira Corp.               Trade Debt                  $60,992

Avila & Peros              Trade Debt                  $60,000


* BOND PRICING: For the week of September 16 - 20, 2002
-------------------------------------------------------

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

                          *********

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

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

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

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


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

                          *********

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

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

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

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

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

                *** End of Transmission ***