TCR_Public/020917.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 17, 2002, Vol. 6, No. 184     

2002 TARGET TERM: Board of Directors Adopts Plan of Termination
360NETWORKS: Balks at T-Systems' Action to Terminate Agreement
ACANDS INC: Case Summary & 21 Largest Unsecured Creditors
ACTERNA CORP: S&P Revises Corp. Credit Rating to CCC+ from SD
A.D.A.M. INC: Fails to Satisfy Nasdaq Continued Listing Criteria

ADELPHIA COMMS: Wants Equity Trading Restricted to Preserve NOLs
ALL-AMERICAN TERM: Board of Directors Adopts Plan of Termination
ALLIED DEVICES: Commences Trading on OTCBB Effective Sept. 16
ANC RENTAL: Consolidating Operations at Sacramento Airport
ARMSTRONG HOLDINGS: Keeps Plan Filing Exclusivity Until April 4

ASBESTOS CLAIMS: Taps Kirkpatrick as Special Insurance Counsel
AVIATION SALES: Signs-Up KPMG to Replace Andersen as Auditors
BAPTIST FOUNDATION: Trust to Auction Off Properties on October 5
BRITISH ENERGY: Fitch Comments on Government's Emergency Funding
BUDGET GROUP: Asks Court to Approve Asset Sale to Cendant Corp.

CAREMARK RX: Intends to Redeem Outstanding 7% Convertible Notes
CLICKS & FLICKS: Airs Confidence in Ability to Turnaround Biz.
CONSECO FINANCE: Fitch Lowers Five Classes of Notes and Certs.
CONSTELLATION BRANDS: Will Publish Q2 Results on September 25
COSERV ELECTRIC: Texas Court Confirms Reorganization Plan

CUTTER & BUCK: Hearing on Appeal of Nasdaq Action Set for Friday
ENRON CORP: Court OKs Stipulation Allowing Valero Claim Set-Off
EXODUS COMMS: Relera Warns Against Transfers of 1.2MM Preferreds
FEDERAL-MOGUL: Wants More Time to Make Lease-Related Decisions
FIRST ALLIANCE: Calif. Court Confirms Joint Amended Reorg. Plan

FLAG TELECOM: Court Okays Houlihan as Committee's Fin'l Advisors
GLOBAL CROSSING: Seeks Approval of Lucent Settlement Agreement
GROUP TELECOM: US Court Protection Extended Until September 25
HAYES LEMMERZ: Wants Lease Decision Period Stretched to Jan. 3
HESKA CORP: Gets Approval to Transfer Listing to Nasdaq SmallCap

INGERSOLL INT'L: Looks to Merrill Lynch for Financial Advice
INTEGRATED HEALTH: Settlement Pact re Walker Securities Approved
INTERPLAY ENTERTAINMENT: Shareholders Meeting Moved to Oct. 10
IPET: Will Make Liquidating Cash Distribution by September 27
IT GROUP: Seeks Approval to Enter into Shaw Master Services Deal

KMART CORP: Judge Sonderby Deems 6 Utilities Adequately Assured
LAKE TROP: Files for Chapter 11 Protection in Las Vegas, Nevada
LAKE TROP: Case Summary & 2 Largest Unsecured Creditors
LANDSTAR INC: Enters into Various Debt Restructuring Agreements
LUCENT: Fitch Concerned About Weak Credit Protection Measures

LUCENT TECHNOLOGIES: Expects Fiscal Q4 Revenues to Plunge 25%
LUCENT: DebtTraders Maintains BUY Recommendations on Sr. Notes
LTV CORP: Blanking Unit Gets OK to Sell 11.11% Interest in TWB
MASSEY ENERGY: Virginia Court Dismisses Appeal from Jury Verdict
MATLACK SYSTEMS: Signing-Up Trans Tech as Freight Bill Auditors

MEMC ELECTRONIC: Amends Euro Obligation with Texas Pacific Group
NCS HEALTHCARE: Obtains Waiver to Discuss Omnicare Proposals
NEXGEN VISION: Working Capital Deficit Tops $5M at June 30, 2002
ORGANOGENESIS: Furloughs 110 Employees Due to Lack of Cash Flow
OWENS CORNING: Obtains Court Approval to Redevelop Florida Plant

OWENS CORNING: Names Stephen Krull as VP of Corp. Communications
OWOSSO: Auditors Doubt Company's Ability to Continue Operations
PAYSTAR CORP: June 30 Balance Sheet Upside-Down by $7 Million
PERSONNEL GROUP: Changes Name of Allegheny Personnel Svcs. Unit
PRECISION SPECIALTY: Taps Parente as Special Tax Consultants

PROCOM TECHNOLOGY: Wants to Transfer Listing to Nasdaq SmallCap
PSINET INC: Resolves Dispute with Alpine over Lucent Equipment
PUMATECH: Fails to Maintain Nasdaq Continued Listing Standards
RADIO UNICA: Nasdaq Knocks-Off Shares Effective Sept. 16, 2002
RESOURCE AMERICA: Issuing $125 Million Notes to Pay Down Debts

SAFETY-KLEEN CORP: Signs-Up Grant Thornton as Tax Accountants
SLI INC: Del. Court Approves $20 Million Interim DIP Financing
SPECTRASCIENCE: Files for Chapter 7 Liquidation in Minneapolis
STANDARD MEMS: Case Summary & 20 Largest Unsecured Creditors
STAR TELECOMMS: Liquidating Plan Declared Effective on August 13

STERLING CHEMICALS: Files Second Joint Chapter 11 Plan in Texas
TRANSCARE: Retains Nixon Peabody as Special Corporate Counsel
TYCO INT'L: Board Declares Regular Quarterly Cash Dividend
UNIFORET INC: Court Extends CCAA Protection Until December 12
UNIROYAL TECHNOLGY: Retaining Ordinary Course Professionals

UNITED AIRLINES: Promises to Work with ATSB on Recovery Plan
US AIRWAYS: Court OKs KPMG's Retention as Debtor's Tax Advisors
USG: Asks Court to Extend Removal Period Until March 31, 2003
WARNACO: Wants to Conduct 26 Calvin Klein Store Closing Sales
WARPRADIO.COM: Brings-In Bill Hogan as Management Consultant

WORLDCOM INC: Intends to Pay Former Employees' Severance Claims


2002 TARGET TERM: Board of Directors Adopts Plan of Termination
2002 Target Term Trust Inc. (NYSE: TTR), a closed-end management
investment company that seeks to invest in high quality fixed-
income and adjustable-rate securities, announced that at a
meeting held on September 11, 2002, the Trust's Board of
Directors adopted a Plan of Termination as contemplated when the
Trust was first organized.

The Plan is intended to accomplish the complete liquidation of
the Trust's portfolio and the dissolution of the Trust. Pursuant
to the Plan, it is anticipated that the Trust will make a
liquidating distribution payable on or about November 29, 2002.
The record, ex-dividend and payable dates relating to this
distribution will be set and announced in November 2002.

The Trust plans to de-list its shares from the New York Stock
Exchange effective on or about November 15, 2002. The Trust will
make a subsequent announcement concerning the exact date on
which the de-listing is to occur.

While the Trust's portfolio is being managed in an effort to
return the initial offering price of $15.00 per share, this is
not guaranteed.

360NETWORKS: Balks at T-Systems' Action to Terminate Agreement
"T-Systems cannot establish cause to obtain relief from the
automatic stay because 360 has not breached the Agreement,"
Martin Klotz, Esq., at Willkie Farr & Gallagher, in New York,

The Agreement does not contain any requirement that 360 is
required to ensure that the 360 Network is available at a rate
of 99.5%, calculated on a monthly basis, including any planned
maintenance of the 360 Network.  Furthermore, the Agreement does
not obligate 360 to "complete repairs to Wavelengths and Dark
Fiber within 12 hours or less; the mean time to repair
connector-related problems is six hours."

Mr. Klotz explains that Network availability and repair time are
"Key Performance Indicators" or target rates.  Failure to meet
these rates is not a breach of the Agreement.  The Agreement
provides that if the Network is not available at 99.5% target,
360 will be penalized.  If the Wavelength or Dark Fiber Link
fails to comply with the requirements continuously for 15 days,
360 will use reasonable efforts to provide a replacement
Wavelength or Dark Fiber within five days.

T-Systems claims that there were 10 instances between August
2001 and August 2002 when 360 failed to comply with the 99.5%
monthly service reliability standard.  However, Mr. Klotz points
out that one instance was not on a Wavelength covered by the
Agreement. Of the nine other alleged instances, six circuit
outages were fixed within the 18 hours target.  For the other
three outages, T-Systems was issued a credit against its May
2002 invoice for he additional hours it took to fully repair the
outage, in complete accordance with the Agreement.

On T-System's claim that they have to seek network capacity from
other carriers due to the frequent outages, Mr. Klotz notes that
the Agreement is not an exclusive arrangement between the two
parties, thus, T-Systems can purchase the services from other
carriers.  In any case, Mr. Klotz says, T-Systems did not
provide any examples of any network capacity or services that
were available from 360 but it has to acquire from another

T-Systems asserts that 360 "lacks uniform redundancy and path
diversity" in breach of the Agreement.  T-Systems also claims
that it was "forced at its own expense" to investigate the 360
Network for problems.  But Mr. Klotz informs Judge Gropper that
it was 360 who conducted and expended, without cost to T-
Systems, a network-wide analysis and a three-month diversity
project when it discovered that the Wavelengths being provided
to T-Systems were not consistently diversely routed.  To date,
360 promptly corrected the problem to T-Systems' satisfaction.

For the obligations management allegation, Mr. Klotz clarifies
that it was not 360 that refused to pay the third-party vendor
but a subcontractor that refused payment.  360 tried to pay the
vendor in behalf of the contractor but the offer was rejected.
Hence, 360 applied the Force Majeure clause of the Agreement,
which T-Systems never objected, since the situation was out of
its control.

T-Systems also alleges that four of the nine locations 360
offered for collocation have failed to meet communications
industry standards.  Mr. Klotz relates that under the Agreement,
T-Systems must inspect the Equipment Space and Collocation
Facilities prior to installing its communications Equipment and
either accept or reject the space.  However, to date, 360 has
not received any formal notification of rejection as provided in
the Agreement.  There is currently an action plan in place in
both Detroit and Denver Facilities and 360 is prepared to
promptly remedy the local access situation.

In addition, contrary to T-Systems' assertions, 360 offered to
relocate T-System to a better-connected collocation space in
Atlanta, at 360's expense.  However, T-Systems asked 360 to
release it from service at Houston and Atlanta due to declining
sales in these markets.

For the alleged failure to fulfill domestic and international
service offerings, Mr. Klotz points out that the Agreement
specifically provides for North America service only.

T-Systems further contends that 360 is "reneging on its offer of
critical dark fiber segments to that would be available to it.
Mr. Klotz asserts that this allegation is unwarranted because:

    (1) T-Systems has never purchased dark fiber from 360;

    (2) there is no list of "promised" segments; and

    (3) T-Systems has never put in a request to purchase
        Wavelengths that 360 has rejected because it could not
        meet the request.

For the alleged failure to provide adequate technical support,
360 retorts that there has been no occasion when T-Systems has
require technical support from 360 without receipt of a prompt

Accordingly, Mr. Klotz argues, the motion should be denied

    (a) the Motion lacks urgency or the seriousness of 360's
        alleged failures when T-Systems filed the motion 14
        months after the Petition Date;

    (b) T-Systems is a large and sophisticated company hat was
        quite capable of incorporating the types of
        representations it relied from the Request for Proposal
        process into the Agreement;

    (c) with the entry of settlements with other parties,
        clearly, other industry entities have confidence in
        360's ability to perform in the future;

    (d) losing the T-Systems contract, with its requirement that
        it makes $38,000,000 in additional purchases by year
        end, would be enormously detrimental to 360;

    (e) there are no available damages claims against the
        Debtors; on the contrary, T-Systems has a payable of
        over $28,000,000 to the Debtors; and

    (f) T-Systems does not have the right to have the Court deem
        the Agreement rejected since only a trustee or debtor-
        in-possession is afforded this privilege under Section
        365(a) of the Bankruptcy Code. (360 Bankruptcy News,
        Issue No. 31; Bankruptcy Creditors' Service, Inc.,

ACANDS INC: Case Summary & 21 Largest Unsecured Creditors
Debtor: ACandS, Inc
        120 N. Lime Street
        Lancaster, Pennsylvania 17608

Bankruptcy Case No.: 02-12687

Chapter 11 Petition Date: September 16, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young & Jones
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  Fax : 302-652-4400

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Angelos, Peter G           Asbestos                $11,722,096
Lester, Diane
1 Charles Center
100 North Charles Street
22 Floor
Baltimore, MD 21201

Crawford, James C.         Asbestos               $11,421,000
Wise & Julian, P.C.
355 College Ave.
Alton, IL 62002

Bousman, William           Asbestos                $3,750,000
Provost & Umphrey
4920 Park Street
Beaumont, TX 25704

Williams, Roy              Asbestos                $3,000,000
Robert J. Cooney & Associates
120 North LaSalle Street
30th Floor
Chicago, IL 60602

Jordan, Earnest            Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

White, Charles             Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

Curry, James               Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

Lawrence, Bobbie           Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

Johnson, Simeon            Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

Pate, Phillip              Asbestos                $1,360,000
Byrd & Associates
427 Fortification Street
Jackson, MS 39202

Basford, Kathleen          Asbestos                $1,200,000
Kazan, Mcclain, Edises & Simon
171 12th Street, Ste 300
Oakland, CA 94607

Raney, Kenneth             Asbestos                $1,150,000
Kazan, Mcclain, Edises & Simon
171 12th Street, Ste 300
Oakland, CA 94607

Scott, Matthew             Asbestos                $1,000,000
Kazan, Mcclain, Edises & Simon
171 12th Street, Ste 300
Oakland, CA 94607

Wilkins, William H         Asbestos                $1,000,000
Kazan, Mcclain, Edises & Simon
171 12th Street, Ste 300
Oakland, CA 94607

Arseneault, Richard        Asbestos                $1,000,000
Weitz & Luxenberg
180 Maiden Lane
New York, NY 10038

Blackard, William          Asbestos                $1,000,000
Michie, Hamlett, Lowery,
Rasmussen & Tweed
500 Court Square, Ste. 300
Charlottesville, VA 22902

Cook, Kenneth              Asbestos                $1,000,000
Weitz & Luxenberg
180 Maiden Lane
New York, NY 10038

Foster, Jack               Asbestos                $1,000,000
Ness, Motley
PO Box 1792
Mt. Pleasant, SC 29465

Halstead, Ronald           Asbestos                $1,000,000
Provost & Umphrey
4920 Park Street
Beaumont, TX 25704

Handy, Clarence            Asbestos                $1,000,000
Provost & Umphrey
4920 Park Street
Beaumont, TX 25704

Patrick, Andrew            Asbestos                $1,000,000
John F. Dillon
1515 Paydars Street
Suite 2080
New Orleans, LA 70112

ACTERNA CORP: S&P Revises Corp. Credit Rating to CCC+ from SD
Standard & Poor's Ratings Services revised its corporate credit
rating on Acterna Corp., to 'CCC+' from 'SD', its senior secured
bank loan rating to 'CCC+' from 'B-', and its subordinated note
rating to 'CCC-' from 'D'. The actions were based on Standard &
Poor's reassessment of Acterna's credit quality and its
associated obligations after the company completed its tender
offer for $109 million of its subordinated notes at below par.

Acterna, based in Germantown, Maryland, is the world's second
largest communications test and management company. It offers
instruments, systems, software and services used by service
providers, equipment manufacturers, and enterprise users. It has
total outstanding debt of about $869 million. The outlook is

Acterna's operating performance is dependent on deteriorating
telecommunications end markets, operating losses, and challenges
associated with rationalizing its operations in difficult
industry conditions. These concerns are only partially offset by
its broad product and service capability in the communications
test industry.

Standard & Poor's believes sales are likely to continue to
deteriorate as they have since late 2000, as the global
telecommunications industry continues to reduce capital
spending. Moreover, pricing pressures are likely to present a
further obstacle to management's efforts to improve operating
performance. Therefore the timing of a return to profitability
is uncertain.

"Ratings could be lowered unless operating performance improves
in the near term," said Standard & Poor's credit analyst Andrew

Cash flow measures are very weak and are unlikely to improve
considerably in the near term. Still, management reduced debt by
more than 20%, or nearly $240 million, since June 30, 2002, and
annual interest payments by more than $17 million by tendering
for a portion of its outstanding debt and paying down its term

Liquidity is modest, with cash balances of $49 million and
availability under its $153 million revolving credit facility of
$80 million. However, financial covenants, become more
challenging in the next two quarters.

A.D.A.M. INC: Fails to Satisfy Nasdaq Continued Listing Criteria
A.D.A.M., Inc. (Nasdaq NM: ADAM), received notice from the Staff
at the Nasdaq Stock Market on September 12, 2002 indicating that
A.D.A.M. does not comply with the minimum bid price requirement
for continued listing set forth in Nasdaq Marketplace Rule
4450(a)(5), and that its common stock is, therefore, subject to
delisting from the Nasdaq National Market.

Pursuant to the notice, the minimum bid price of A.D.A.M.'s
common stock must close at $1.00 per share or more for a minimum
of 10 consecutive trading days at anytime before December 11,
2002. If this compliance does not occur, then Nasdaq will
provide written notice of delisting, which A.D.A.M. may appeal.

A.D.A.M. currently meets the listing requirements to list on the
Nasdaq SmallCap Market. If A.D.A.M. applies to transfer it
securities to the Nasdaq SmallCap Market and the transfer is
approved by Nasdaq, A.D.A.M. is afforded until March 11, 2003 to
meet the $1.00 minimum bid price, which may be extended for an
additional 180 days.

Headquartered in Atlanta, A.D.A.M., Inc., is a leading publisher
of interactive, visually engaging health and medical information
for healthcare organizations, medical professionals, consumers
and students. A.D.A.M. products contain physician-reviewed text,
graphics produced in-house by medically trained illustrators,
and multimedia interactivity to create health information
solutions that offer a unique "visual learning" experience in
both the healthcare and education markets. For more information,

ADELPHIA BUSINESS: Will File Schedules & Statements by Sept. 25
Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP, in New York,
advises the U.S. Bankruptcy Court for the Southern District of
New York that Adelphia Business Solutions, Inc., and its debtor-
affiliates encountered some technical problem in filing their
schedules of assets and liabilities, statements of financial
affairs and lists of leases and contracts.  The documents --
tens of thousands of pages -- need to be reformatted and
reprinted.  The ABIZ Debtors expect to deliver the financial
disclosure data to the Court by Sept. 25, 2002. (Adelphia
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ADELPHIA COMMS: Wants Equity Trading Restricted to Preserve NOLs
Roger Netzer, Esq., at Willkie Farr & Gallagher LLP, in New
York, estimates that the Adelphia Communications Debtors
presently have federal tax net operating losses of at least
$3,500,000,000, which amounts are likely to be substantially
higher when they emerge from Chapter 11.  The NOLs are a
valuable asset of the ACOM Debtors' estates. The NOLs will be
used to offset future income, thereby significantly reducing
their future federal income tax liability.

By this motion, the ACOM Debtors seek the Court's authority to
protect and preserve the NOLs in excess of at least
$3,500,000,000 by establishing notice and hearing procedures
governing the transfer of, or trading in, certain equity
securities of the ACOM Debtors, to be complied with as a
condition to the effectiveness of these trades or transfers.

If left unrestricted, Mr. Netzer fears that trading could
severely limit the ACOM Debtors' ability to use a valuable asset
of their estates and could have significant negative
consequences for the ACOM Debtors, their estates and the
reorganization process.  Specifically, trading of equity
securities could adversely affect the ACOM Debtors' NOLs if too
many 5% or greater blocks of equity securities are created, or
too many shares are added to, or sold from, these blocks -- such
that, together with previous trading by 5% stockholders during
the period since October 1, 1999, an ownership change within the
meaning of Section 382 of the Internal Revenue Code is triggered
prior to consummation of a confirmed Chapter 11 plan.

Thus, in order to preserve to the fullest extent possible the
flexibility to craft a plan of reorganization which maximizes
the use of their NOLs, the Debtors seek relief that will enable
them to closely monitor certain transfers of equity securities,
so as to be in a position to act expeditiously to prevent these
transfers, if necessary, to preserve their NOLs.  As any sale or
other transfer of equity securities of the Debtors that would
trigger a change of ownership is null and void ab initio under
the automatic stay of Section 362 of the Bankruptcy Code, Mr.
Netzer explains that the Debtors merely seek to provide notice
to potential transferees that any transfers or sales are
ineffective.  By establishing procedures for continuously
monitoring trading in the Debtors' common and preferred stock,
the Debtors can preserve their ability to seek substantive
relief at the appropriate time if it appears that unrestricted
trading may jeopardize the use of their NOLs.

The salient terms of the proposed procedures for trading in the
Equity Securities are:

A. Prior to effectuating any transfer of equity securities,
   which would result in an increase in the amount of stock of
   the Debtors beneficially owned by a Substantial Equityholder
   or would result in a person or entity becoming a Substantial
   Equityholder, the Substantial Equityholder will file with the
   Court, and serve on the Debtors and its counsel, advance
   written notice of the intended transfer of equity securities;

B. Prior to effectuating any transfer of equity securities --
   including any sale, transfer, assignment, pledge,
   hypothecation, option to acquire stock, or other disposition
   or encumbrance -- which would result in a decrease in the
   amount of stock of the Debtors beneficially owned by a
   Substantial Equityholder or would result in a person or
   entity ceasing to be a Substantial Equityholder, the
   Substantial Equityholder will file with the Court, and serve
   on the Debtors and counsel to the Debtors, advance written
   notice, of the intended transfer of equity securities;

C. The Debtors will have 30 calendar days after receipt of a
   Notice of Proposed Transfer to file with the Court and serve
   on the Substantial Equityholder an objection to any proposed
   transfer of equity securities described in the Notice of
   Proposed Transfer on the grounds that the transfer may
   adversely affect the Debtors' ability to use their NOLs and
   are void ab initio.  If the Debtors file an objection, the
   transaction will not be effective unless approved by a final
   and non-appealable order of the Court.  If the Debtors do not
   object within the 30-day period, the transaction may proceed
   solely as set forth in the Notice of Proposed Transfer.  Any
   transaction for which a Notice of Proposed Transfer is filed
   is void ab initio unless either:

    -- express permission for the transaction is granted by the

    -- the 30-day period expires without objection from the
       Debtors; or

    -- it is approved by final and non-appealable order of the

   Further transactions within this scope must be the subject of
   additional notices, with an additional 30-day waiting period;

D. Any person or entity that currently is or becomes a
   Substantial Equityholder will file with the Court, and serve
   upon the Debtors and counsel to the Debtors, a notice of the
   status, on or before the later of:

    -- 40 days after the effective date of notice of the Order,

    -- 10 days after becoming a Substantial Equityholder; and

E. For purposes of the Order:

    -- a "Substantial Equityholder" is any person or entity that
       beneficially owns at least:

       a. 10,200,702 shares of Class A Common Stock representing
          4.5% of the 226,682,269 shares of Class A Common Stock

       b. one share of Class B Common Stock;

       c. shares of 13% Series B Cumulative Exchangeable
          Preferred Stock with an aggregate liquidation
          preference of $6,750,000 representing 4.5% of the
          $150,000,000 liquidation preference of all outstanding
          13% Series B Cumulative Exchangeable Preferred Stock;

       d. shares of 5.5% Series D Convertible Preferred Stock
          with a liquidation preference of $25,875,000 --
          representing 4.5% of the $575,000,000 liquidation
          preference of all outstanding 5.5% Series D
          Convertible Preferred Stock;

       e. shares of 7.5% Series E Mandatory Convertible
          Preferred Stock with a liquidation preference of
          $15,525,000 -- representing 4.5% of the $345,000,000
          liquidation preference of all outstanding 7.5% Series
          E Mandatory Convertible Preferred Stock; or

       f. shares of 7.5% Series F Mandatory Convertible
          Preferred Stock with a liquidation preference of
          $25,875,000 -- representing 4.5% of the $575,000,000
          liquidation preference of all outstanding 7.5% Series
          F Mandatory Convertible Preferred Stock;

    -- "beneficial ownership" of equity securities includes
       direct and indirect ownership -- e.g., a holding company
       would be considered to beneficially own all shares owned
       or acquired by its subsidiaries, ownership by the
       holder's family members and persons acting in concert
       with the holder to make a coordinated acquisition of
       stock, ownership of shares which the holder has an option
       to acquire, and beneficial ownership as defined by Rule
       13d-3 of the Securities Exchange Act of 1934;

    -- the acquisition of stock pursuant to the exercise of any
       option to acquire stock, including the acquisition of
       stock upon the conversion of Adelphia's 6% Convertible
       Subordinated Notes Due 2006, or Adelphia's 3.25%
       Convertible Subordinated Notes Due 2021 will be treated
       as a transfer of the stock; and

    -- an "option" to acquire stock includes any contingent
       purchase, warrant, convertible debt, put, stock subject
       to risk of forfeiture, contract to acquire stock or
       similar interest, regardless of whether it is contingent,
       otherwise not currently exercisable, or exercisable
       beyond 60 days.

Mr. Netzer notes that Section 172 of the Internal Revenue Code
permits corporations to carry forward NOLs to offset future
income, thereby reducing federal income tax liability on future
income and significantly improving their cash position.  Section
382 of the Internal Revenue Code limits the amount of taxable
income that can be offset by the corporation's NOLs in any
taxable year following an ownership change.  Generally, an
"ownership change" occurs if the percentage of the stock of the
corporation owned by one or more five-percent stockholders has
increased by more than 50 percentage points over the lowest
amount of stock owned by the stockholders at any time during the
3-year testing period ending on the date of the ownership

According to Mr. Netzer, transfers of the Debtors' equity
securities to date have resulted in 5% stockholders increasing
their holdings by 36% within the relevant testing period.  If
the ownership changes exceed 50%, a change in ownership pursuant
to Section 382 will be triggered.  This will limit the Debtors'
future use of its NOLs from and after the time of the change.

Once an NOL is limited under Section 382, Mr. Netzer says, its
use is limited forever.  The relief sought is necessary to avoid
an irrevocable loss of the Debtors' NOLs and the irreparable
harm, which could be caused by unfettered trading in the
Debtors' equity securities.  This trading jeopardizes the
Debtors' ability to offset future taxable income freely with

Mr. Netzer assures that the requested relief does not bar all
stock trading.  At this juncture, the Debtors seek only to
establish procedures enabling them to monitor those stock
transfers that pose a serious risk under the ownership change
test, so as to preserve their ability to seek substantive relief
if it appears that a proposed trade will jeopardize the use of
their NOLs.  The procedures requested by the Debtors would
permit most stock trading to continue subject only to Rule
3001(e) of the Federal Rules of Bankruptcy Procedure and
applicable securities, corporate and other laws.

Following entry of the Order, the Debtors propose to send a
notice to:

-- The Office of The United States Trustee for the Southern
   District of New York;

-- any committee appointed under section 1102 of the Bankruptcy

-- counsel for the Debtors' prepetition and postpetition

-- all known stockholders of record as of September 30, 2002;

-- transfer agents for each class of stock of the Debtors;

-- the indenture trustees for Adelphia's 6% Convertible
   Subordinated Notes Due 2006 and Adelphia's 3.25% Convertible
   Subordinated Notes Due 2021;

-- the Securities and Exchange Commission; and

-- the Department of Justice.

Upon receipt of Notice, Mr. Netzer relates that any transfer
agents for any class stock of the Debtors will be required, on
at least a quarterly basis, to send Notice to all holders of
stock registered with the transfer agent.  In the case of the
Convertible Subordinated Notes, the indenture trustees will be
required to send Notice to all holders of these notes registered
with the indenture trustee, on at least a quarterly basis.  Upon
receipt of Notice, any registered holder must, in turn, send
Notice to any holder for whose account the registered holder
holds these stock or notes, and so on at each level of ownership
and custodianship thereunder.  Additionally, any person who
sells or otherwise transfers:

-- shares of Class A Common Stock in one or more sales of at
   least 2,266,823 shares;

-- at least one whole share of Class B Common Stock to a single

-- 13% Series B Cumulative Exchangeable Preferred Stock in one
   or more sales of shares with at least an aggregate
   liquidation preference of $1,500,000;

-- 5.5% Series D Convertible Preferred Stock in one or more
   sales of shares with at least an aggregate liquidation
   preference of $5,750,000;

-- 7.5% Series E Mandatory Convertible Preferred Stock in one or
   more sales of shares with an aggregate liquidation preference
   of $3,450,000; or

-- 7.5% Series F Mandatory Convertible Preferred Stock in one or
   more sales of shares with at least an aggregate liquidation
   preference of $5,750,000 of Adelphia

to another person or entity must provide a copy of the Order
authorizing these procedures to the purchaser of the securities
or any broker or agent acting on  their behalf on the stock.
(Adelphia Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ALL-AMERICAN TERM: Board of Directors Adopts Plan of Termination
All-American Term Trust Inc. (NYSE: AAT), a closed-end
management investment company with an investment objective of
providing a high level of current income, consistent with the
preservation of capital, announced that at a meeting held on
September 11, 2002, the Trust's Board of Directors adopted a
Plan of Termination as contemplated when the Trust was first

The Plan is intended to accomplish the complete liquidation of
the Trust's portfolio and the dissolution of the Trust. Pursuant
to the Plan, it is anticipated that the Trust will make a
liquidating distribution payable on or about December 31, 2002.
The record, ex-dividend and payable dates relating to this
distribution will be set and announced in December 2002.

The Trust plans to de-list its shares from the New York Stock
Exchange effective on or about December 16, 2002. The Trust will
make a subsequent announcement concerning the exact date on
which the de-listing is to occur.

Based on the Trust's net asset value of $12.19 per share as of
September 12, 2002, the time remaining until the Trust's
termination on or about December 31, 2002, and assuming the
continuation of current market conditions, UBS Global Asset
Management believes that it is unlikely that the Trust will be
able to return the full amount of its $15 initial offering price
to shareholders upon its termination.

ALLIED DEVICES: Commences Trading on OTCBB Effective Sept. 16
Allied Devices Corporation (Nasdaq: ALDV), received a Nasdaq
Staff Determination on September 6, 2002, indicating that the
Company had failed to comply with the minimum bid price
requirement for continued listing on the Nasdaq SmallCap Market
as set forth in Marketplace Rule 4310(C)(4), and, therefore, its
securities were subject to delisting from the Nasdaq SmallCap

Accordingly, the Company's Common Stock was delisted from the
Nasdaq SmallCap Market as of the opening of business on
September 16, 2002.

The Company's Common Stock (ALDV) commenced trading on the Over-
the-Counter Bulletin Board under the same symbol following its
delisting from The Nasdaq SmallCap Market.

Allied Devices is a leading manufacturer and distributor of high
precision mechanical assemblies and components used in
industrial and commercial equipment. These products,
manufactured to exacting tolerances, provide precision motion
control in such products as factory automation, robotics,
aerospace and scientific instrumentation, semiconductor
equipment, and medical diagnostic and operating room equipment.

ANC RENTAL: Consolidating Operations at Sacramento Airport
ANC Rental Corporation and its debtor-affiliates intend to
reject the March 9, 1993 Rental Car Concession and Lease
Agreement between Alamo and the Sacramento County, California
and assume the March 9, 1993 Rental Car Concession and Lease
Agreement between National and the Sacramento County and assign
it to ANC.  The agreements allowed Alamo and National to operate
a car rental concession and lease certain premises to Alamo at
the Sacramento Airport.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, relates that the Court should
grant the relief requested in the motion because it will result
in savings to the Debtors of over $1,508,000 per year in fixed
facility costs and other operational cost savings.  It will also
allow ANC to operate as a single operator under the National and
Alamo trade names, thereby improving its customer service. (ANC
Rental Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ARMSTRONG HOLDINGS: Keeps Plan Filing Exclusivity Until April 4
Judge Newsome granted Armstrong Holdings, Inc., and its debtor-
affiliates the exclusive right to file a Chapter 11 plan through
April 4, 2003, and the exclusive right to solicit acceptances of
that plan from their creditors through June 3, 2003, without
prejudice to their right to request further extensions.

Armstrong Holdings Inc.'s 9.0% bonds due 2004 (ACK04USR1), an
issue in default, are trading at 58.5 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see

ASBESTOS CLAIMS: Taps Kirkpatrick as Special Insurance Counsel
Asbestos Claims Management Corporation seeks approval from the
U.S. Bankruptcy Court for the Northern District of Texas to
employ Kirkpatrick & Lockhart LLP as special insurance counsel.

The Debtor tells the Court that Kirkpatrick & Lockhart has
extensive expertise and experience in the representation of
policyholders in coverage disputes with their historical
insurance carriers. Particularly, Kirkpatrick & Lockhart has
considerable experience and knowledge with the Debtor's
insurance coverage issues due to its previous engagement.

Kirkpatrick & Lockhart currently holds a $100,000 retainer
provided by the NGC Settlement Trust. The NGC Settlement Trust
has agreed to pay all allowed fees earned and expenses incurred
by K&L with respect to representing ACMC as special insurance

The Debtor has approximately $75.5 million in outstanding
unsettled insurance limits that it believes is available under
its insurance policies to pay asbestos claimants. Coverage has
been denied by the insurers and, accordingly, is subject to
litigation. Moreover, a significant amount of Debtor's insurance
coverage is due from insurers that are now insolvent.

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

AVIATION SALES: Signs-Up KPMG to Replace Andersen as Auditors
TIMCO Aviation Services, Inc., has elected, effective June 12,
2002, to engage KPMG LLP as its independent auditors to audit
the Company's consolidated financial statements for the year
ending December 31, 2002. KPMG LLP will commence its engagement
with the review of TIMCO's financial statements for the fiscal
second quarter ended June 30, 2002. The decision to dismiss
Arthur Andersen LLP, effective June 12, 2002, the Company's
prior independent auditors, and to retain KPMG as the Company's
independent auditor was made by the Audit Committee of the Board
of Directors.

The Company's auditors for the last two years have been Arthur
Andersen. Arthur Andersen's reports on the Company's
consolidated financial statements for each of the years ended
December 31, 2001 and 2000 contained a going concern

Aviation Sales provides maintenance, repair, and overhaul
services to major commercial carriers, airline leasing
companies, and jet engine manufacturers (including Pratt &
Whitney). Aviation Sales is restructuring: It has sold its
redistribution business (to Kellstrom Industries), as well as
its manufacturing operations and other noncore businesses. With
the divestitures, MRO operations -- including aircraft heavy
maintenance, component repair and overhaul services, and
engineering services -- are now Aviation Sales' sole focus. The
company operates repair facilities in the US.

BAPTIST FOUNDATION: Trust to Auction Off Properties on October 5
The BFA Liquidation Trust has teamed up with CWS Marketing Group
of Arizona in an effort to sell some of its remaining ranch
properties in Arizona.  The Trust has more than 3000 acres of
land in Arizona that will be available for public bidding on
October 5th at the Scottsdale Hilton Resort and Villas, located
at 6333 N. Scottsdale Road, Scottsdale, Arizona.  Registration
will begin at 8:00 a.m. with the auction following at 9:30 a.m.  
Sale of the Trust's land will further assist in recovering debt
from the bankrupt Baptist Foundation of Arizona.

In addition to the Arizona properties, land in New Mexico,
Nevada, and Arkansas will also be available at this auction
through several other partnerships that have joined forces with
CWS Marketing Group, creating a mammoth real estate sales event!  
With limited safe places to invest, this auction will also
provide the general public an opportunity to buy land for use as
a real estate investment or to develop the property in
accordance with zoning regulations.

Prior to the live auction, bidders from across the country will
have the opportunity to submit bids online.  This will provide
those unable to attend the event an opportunity to participate.  
Those needing more information on this may call 480-905-5814.  
Complete auction information and details can also be found at

BRITISH ENERGY: Fitch Comments on Government's Emergency Funding
Fitch has published a comment on progress at British Energy plc
in addressing the company's current liquidity crisis. The
ratings of 'B+/B' remain on Rating Watch Evolving.

The comment focuses on the possibility that the recent loan
granted by the government may in future benefit from collateral,
which may in turn be to the detriment of existing BE
bondholders. "The situation is highly fluid," noted Isaac
Xenitides, head of Fitch's European Energy group. "If the new
facility involves material collateral being pledged to the UK
government, a further negative rating action on the senior
unsecured bonds of British Energy is highly likely."

Normally, documentation for unsecured corporate bonds in the UK
market would impose severe limitations upon how much, if any,
secured indebtedness can be raised, to the detriment of
unsecured bondholders (i.e. without the provision of equal and
rateable security to the unsecured bondholders). Though
exceptions of several types are not unusual, existing bond
documentation for BE contains language (atypical for the UK bond
market) which may permit additional secured debt of up to
GBP250m, if such debt has a maturity of not less than 15 years.
While it would seem unlikely at this point that a direct loan
from government, or a government-guaranteed loan, would be made
for this maturity, this does leave the door open to secured
indebtedness without equal and rateable security being offered
to the existing unsecured bondholders.

Xenitides added: "A number of factors combine to support the
view that existing creditors will be keen to accommodate a
restructuring rather than actively pursue insolvency," including
issues surrounding the Bruce Power leasing arrangements and the
inherent difficulties of valuing the core UK operations. "In any
event, three weeks is unlikely to prove adequate time for a plan
to be developed that allows BE to resume trading without
government support." Fitch also noted that it is watching for
how the nuclear generator's liabilities to UK-government owned
fuel reprocessor BNFL Ltd. will be treated in forthcoming
discussions. "On a going concern basis, there is obviously a
real chance that the contracts behind these obligations will
change materially, and thus the scale of these liabilities,
amounting to potentially GBP2.1bn, could change dramatically,"
added Richard Hunter of Fitch's Global Power group. "Even if BE
faces break-up, the government would have to make a choice on
whether it encourages acceleration on BNFL's claims, uses them
to possibly take the company back into public ownership, or
alternatively takes a more pragmatic view on which liabilities
may be pursued, and which a liquidation value would have to

BUDGET GROUP: Asks Court to Approve Asset Sale to Cendant Corp.
Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware relates that Freres & Co. LLC contacted
39 equity investors and purchasers in early January 2002 to
gauge market interest in an equity investment or a going-concern
sale. Lazard distributed preliminary marketing information
addressing Budget Group Inc., and its debtor-affiliates'
business and forms of confidentiality agreements. Out of those
39 potential investors, 33 signed confidentiality agreements and
reviewed the informational marketing materials provided by
Lazard.  Nine parties expressed significant interest in the
Debtors' business and subsequently attended Lazard's management
presentation and conducted initial due diligence.  On May 10,
2002, four final bids were submitted: three bids proposed equity
investments and one offered to purchase substantially all of the
Debtors' assets.  Cendant Corporation made the offer to

Mr. Lunn tells the Court that the Debtors and Lazard continued
to negotiate with the four parties that submitted final bids, in
an attempt to increase the value of those offers.  Ultimately,
the Debtors determined that Cendant's bid was the highest and
best bid.  The Debtors then focused their attention on
negotiating a definitive letter of intent with Cendant.  A non-
binding letter of intent with Cendant was executed on June 13,
2002.  An Asset and Stock Purchase Agreement followed on August
22, 2002, after the Debtors and Cendant engaged in extensive,
good faith, arm's-length negotiations concerning the definitive
terms for the sale of the Acquired Assets.  The Ad Hoc Committee
of Senior Noteholders -- several members of which now serve in
the Official Committee of Unsecured Creditors -- was involved in
these negotiations and that led to an increase in the purchase

At this juncture, subject to higher and better offers in a
competitive bidding process, the Debtors ask the Court to
approve the sale of substantially all of their assets, free and
clear of all adverse interests.

A full-text copy of the Stock and Asset Purchase Agreement is
available at no charge at:  

The salient terms of the Asset & Stock Purchase Agreement
between Cherokee Acquisition Group Corp., a newly formed and
wholly owned subsidiary of Cendant, and the Debtors are:

A. Consideration:  The Buyer will acquire the Acquired Assets
   for $107,500,000 in cash -- payment of which is guaranteed by
   Cendant -- plus the assumption of Assumed Indebtedness and
   Assumed Liabilities and fleet debt exceeding $2,700,000,000.
   The Buyer will reimburse the Debtors for certain fees,
   expenses and other costs of the Debtors relating to the
   bankruptcy cases, the financings and the transactions
   contemplated by the Agreement not exceeding $41,000,000 -- or
   under certain circumstances, $44,000,000 -- less the amount
   of the Qualified Fees paid by the Debtors from June 30, 2002
   until the closing under the Agreement.  The cash purchase
   price will be reduced if the Qualified Fees paid from
   June 30, 2002, until the Closing exceed $42,000,000 -- or
   $45,000,000, under certain circumstances;

B. Acquired Assets:

   -- the Equity Securities of the Acquired Companies and in
      Minority Investees, and

   -- substantially all of the assets, properties, contracts,
      rights and other interests of the Debtors primarily used
      or held for use by Seller Parties in connection with the
      Seller Parties' automotive rental businesses and
      operations throughout the United States, Canada, the
      Caribbean region, Latin America and the Asia Pacific
      region -- excluding Europe, the Middle and Africa --
      whether tangible or intangible, real, personal or mixed;

C. Assumed Liabilities:  The Buyer will assume certain specified
   liabilities of the Debtors including:

   * the Assumed Indebtedness -- including indebtedness under
     Demand Notes, up to $$72,000,000 in principal under the
     Nissan Facility, up to $100,000,000 in principal under the
     DIP Financing and up to $433,000,000 in principal under the
     Amended and Restated Credit Facility and DIP L/C Rollover;

   * liabilities expressly contained in any Assumed Contract or
     Assumed Lease and first arising after the Closing Date,

   * liabilities under certain Assumed Benefit Plans,

   * certain specified operating liabilities, and

   * the Qualified Fees;

D. Assumption of the Assumed Contracts/Leases:  Subject terms of
   the Agreement, which provides a mechanism for the rejection
   of Contracts and Leases -- including those currently
   identified as Assumed Contracts and Assumed Leases -- the
   Debtors will assume and assign to the Buyer all of the
   Assumed Contracts and Assumed Leases.  The Debtors will pay,
   at Closing, those specified amounts required to cure the
   outstanding balances owing under the contracts and leases
   pursuant to Section 365 of the Bankruptcy Code;

E. The Order Authorizing Assumption and Assignment of Assumed
   Contracts and Assumed Leases:  The Agreement further requires
   that the Order approving the assumption and assignment of the
   Assumed Contracts and Assumed Leases provides, among other
   things, that:

   -- All defaults of Seller Parties under the Assumed Contracts
      and Assumed Leases arising or accruing prior to the date
      of the Order, without giving effect to any acceleration
      clauses or any default provisions in the contracts of a
      kind specified in Section 365(b)(2) of the Bankruptcy
      Code, have been cured or will be promptly cured by Seller
      Parties and that Buyer will have no liability or
      obligation with respect to any default or obligation
      arising or accruing prior to Closing, and

   -- The Assumed Contracts and Assumed Leases will be assumed
      and assigned to, and remain in full force and effect for
      the benefit of, Buyer, notwithstanding any provision in
      the Assumed Contracts or Assumed Leases or in applicable
      Law that prohibits, restricts, or conditions in any way
      the assignment or transfer including, change of control,
      payment or Liabilities triggered by the sale of the
      Acquired Assets or any portion thereof and use and going
      dark restrictions.

F. Excluded Assets:  The Acquired Assets do not include certain
   assets of the Debtors defined as Excluded Assets and listed
   in the Agreement, including assets held or used solely in
   connection with operations in Europe, the Middle East, and
   Africa, and certain tax refunds and intercompany receivables;

G. Excluded Liabilities:  Pursuant to the Agreement, the Buyer
   does not assume Liabilities not expressly included within the
   definition of Assumed Liabilities, which include, without
   limitation, the Excluded Liabilities listed in the Agreement;

H. Conditions to Closing:  The conditions to closing of the
   Agreement include, without limitation, compliance with
   various foreign competition laws and Sale Order containing
   the provision required by the Agreement.  Additionally, both
   the Debtors' and the Buyers' obligations under the Agreement
   are conditioned upon, among others, compliance with all
   covenants, representations contained in the Agreement.  
   Significantly, there is no financing or due diligence
   contingency in the Agreement.  Clearance under the Hart-
   Scott-Rodino Antitrust Improvements Act of 1976 has already
   been received;

I. Termination:  The Agreement may be terminated at any time
   prior to the Closing Date:

    -- by mutual written consent of the Buyer or the Debtors;

    -- by either the Buyer or the Debtors;

    -- by the Buyer; and

    -- by the Debtors.

   The Buyer is permitted to terminate the Agreement for a
   variety of reasons, including, without limitation, Seller
   Parties' breach of representations, warranties and covenants
   and failure of the Seller Parties' to achieve certain
   milestones.  Milestones include obtaining entry of:

    -- The Bidding Procedures Order by September 10, 2002,

    -- The Sale Order by October 28, 2002, and finality of that
       Order by November 8, 2002, and

    -- Closing by November 9, 2002.

   The Buyer may also terminate the Agreement for failure of the
   Seller Parties to meet certain financial tests; defaults
   under various postpetition debt facilities which result in
   acceleration or termination of vehicle lease agreements;
   conversion of any Seller Parties' case to Chapter 7 and
   various actions relating to an Alternative Transaction;

J. Termination Amount:  The Seller Parties, jointly and
   severally, will pay in cash to Buyer as a termination fee and
   as liquidated damages, the applicable percentages of an
   amount equal to $15,000,000. (Budget Group Bankruptcy News,
   Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders reports, are trading at 18 cents-on-the-dollar. See  
real-time bond pricing.

CAREMARK RX: Intends to Redeem Outstanding 7% Convertible Notes
Caremark Rx, Inc. (NYSE: CMX), intends to redeem all of its
outstanding 7% convertible subordinated debentures due 2029,
which are held by Caremark Rx Capital Trust I.

The redemption date will be October 15, 2002. Upon this
redemption, the trust will be required to redeem on the same
date all of its outstanding 7% shared preference redeemable
preferred securities, $50 liquidation amount per security, and
its common securities. The redemption price for each trust
security, $50 liquidation amount per security, will be $52 plus
accrued and unpaid distributions to the redemption date.

The holders of the trust securities may elect to convert their
trust securities into shares of common stock of the Company at
any time prior to 5:00 p.m., New York City time, on October 11,
2002. Trust securities validly submitted for conversion will be
converted into shares of common stock at the current conversion
rate of 6.7125 shares of common stock per trust security (which
is equivalent to a conversion price of $7.4488 per share of
common stock). Fractional shares will be paid in cash.

The Company will pay an aggregate redemption price of $208
million to redeem all of the outstanding debentures. If all
holders of outstanding trust securities elect to convert their
trust securities, the Company will issue an aggregate of 26.9
million shares of its common stock. These shares are already
reflected in the Company's outstanding shares for purposes of
calculating its earnings per share.

Caremark Rx, Inc., also announced that it recently amended its
credit facility to permit repurchases of its common stock in an
amount not to exceed $150 million. Prior to the amendment, the
credit facility limited stock repurchases to an aggregate of
$150 million, not to exceed $50 million in any year. The $50
million annual limitation was removed in the amendment.

"The conversion further strengthens our balance sheet and
enhances our cash flow in the future while the amendment to the
credit agreement gives us more flexibility to deploy our cash as
we move into 2003," stated Mac Crawford, Chairman of the Board
and Chief Executive Officer of Caremark Rx, Inc.

Caremark is a leading pharmaceutical services company providing
comprehensive drug benefit services to over 1,200 health plan
sponsors and holding contracts to serve approximately 24 million
participants throughout the U.S. Caremark's clients include
managed care organizations, insurance companies, corporate
health plans, unions, government agencies, and other funded
benefit plans. The company operates a national retail pharmacy
network with over 55,000 participating pharmacies, three state-
of-the-art mail service pharmacies, the industry's only FDA-
regulated repackaging plant and 21 specialized therapeutic mail
service pharmacies for delivery of advanced medications to
individuals with chronic or genetic diseases and disorders.
Additional information about Caremark Rx is available on the
World Wide Web at  

In its June 30, 2002 balance sheet, Caremark recorded a total
shareholders' equity deficit of about $629.5 million.

CLICKS & FLICKS: Airs Confidence in Ability to Turnaround Biz.
Clicks & Flicks, Inc., a company used to operate one-hour
photo developing stores filed for chapter 11 protection on
September 4, 2002 in the U.S. Bankruptcy Court for the Southern
District of New York.

Faced with competition, the Debtor expanded its business and
ventured on commercial digital imaging by partnering with
Extreme Digital, Inc.  Cliff Strome, the Debtor's president,
tells the Court that the business expansion proved to be capital
intensive, which exhausted the company's resources.

After several attempts of refinancing, the Debtors returned to
its traditional method of operations.  Extreme Digital assumed
the Debtor's digital imaging business, Image Lab.

Extreme Digital's assumption of Image Lab entitled the Debtor a
$2,500 per week through October 28, 2005.  Additionally, Mr.
Strome personally served as a consultant to Extreme Digital at
$15,000 per month.  Mr. Strome tells the Court that he intends
to dedicate a sizeable share of his consulting fees to formulate
a plan of reorganization in this case. However, most of his
consulting fees are used to pay his ex-wife, Wendy Strome, who
retains a lien and interest against the assets of the Debtor
based on the Strome couple's 1995 Separation Agreement and

In this regard, Mr. Strome assures the Court that his bankruptcy
attorneys will review the continuing validity of this lien for
the benefit of the overall creditor body.  The Debtor is
confident that it will be able to operate profitably in the
upcoming months towards the confirmation of a consensual
reorganization plan.

Kevin J. Nash, Esq., at Finkel Goldstein Berzow Rosenbloom Nash
represents Clicks & Flicks, Inc. in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed an estimated debts and assets of $1 million to $10
million each.

CONSECO FINANCE: Fitch Lowers Five Classes of Notes and Certs.
Fitch Ratings downgrades the notes and certificates issued by
Conseco Finance Vehicle Trust as follows:

      --Class A-2 Notes to 'BB' from 'BBB+';

      --Class A-3 Notes to 'BB' from 'BBB';

      --Class M-1 Notes to 'CCC' from 'BB';

      --Class M-2 Notes to 'CC' from 'B';

      --Class B Certificates to 'D' from 'DDD'.

In addition, the Class A-2, A-3, M-1 and M-2 notes remain on
Rating Watch Negative. The downgrades come in response to
continued asset deterioration well outside of performance
expectations as well as other recent negative developments.
Conseco Finance Vehicle Trust 2000-B is backed by receivables
from Conseco Finance Corp.'s truck and trailer retail
installment sales contracts and promissory notes. Fitch
downgraded certain classes of the transaction on March 15, 2002,
as a result of poor performance.

The trucking industry remains entrenched in a prolonged downturn
as the weakened U.S. economy has slowed freight traffic. Coupled
with increasing diesel prices, obligors are being pressed
resulting in continued high delinquencies and defaults. The
depressed truck wholesale market has magnified loss severity
contributing to higher overall net losses. Further, the
specialized servicing associated with this asset and the
increased likelihood of a servicer transfer following Conseco
Inc.'s (CFC's parent) downgrade ('D' as of 9/10/02), resulting
in additional concern with respect to any recovery in the near
term by Fitch.

Fitch will continue to closely monitor the transaction and may
take further action as warranted.

CONSTELLATION BRANDS: Will Publish Q2 Results on September 25
Constellation Brands, Inc., (NYSE: STZ and STZ.B) will be
reporting financial results for the Second Quarter ended August
31, 2002, on Wednesday, September 25, 2002 after market hours.  
A conference call to discuss the Second Quarter financial
results will be hosted by Richard Sands, Chairman and CEO and
Tom Summer, Executive Vice President and CFO on Thursday,
September 26, 2002 at 11:00 a.m. Eastern.  The news media is
invited to listen-only on this call.

The conference call can be accessed by dialing 412-858-4600.  A
live listen-only web cast of the conference call is available on
the Internet at the Company's web site,  
under Investor Information. If you are unable to participate in
the conference call, there will be a replay available by dialing
412-858-1440 from approximately 1:00 p.m., (Eastern) on
Thursday, September 26, 2002 through 12:00 a.m. (Eastern) on
Friday, October 4, 2002.

Digital Playback Instructions - Courtesy of ChorusCall

    1. Dial 412-858-1440.
    2. Enter '274' when prompted for your account number
       followed by the # sign.
    3. Please press '1' to play recorded conference.
    4. Please enter '295184' when prompted to enter the
       conference number followed by the # sign.
    5. Please clearly state your name and company name when
       prompted to do so followed by any key.
    6. Please press '1' to begin the conference playback.

    Note:  You may press 0 at anytime during the conference to
hear the Detailed Instructions Menu.  You may press 2 at anytime
during the conference to stop the playback entirely.  You will
be placed in the Introduction Menu.

Constellation Brands, Inc., is a leading producer and marketer
of beverage alcohol brands, with a broad portfolio of wines,
spirits and imported beers. The Company is the largest single-
source supplier of these products in the United States, and both
a major producer and independent drinks wholesaler in the United
Kingdom.  Well-known brands in Constellation's portfolio  
include: Corona Extra, Pacifico, Modelo Especial, St. Pauli
Girl, Black Velvet, Fleischmann's, Schenley, Ten High,
Franciscan Oakville Estate, Simi, Estancia, Ravenswood, Alice
White, Talus, Vendange, Almaden, Arbor Mist, Stowells of Chelsea
and Blackthorn.

                           *    *    *

As reported in Troubled Company Reporter's January 28, 2002
edition, Standard & Poor's assigned its single-'B'-plus rating
to Constellation Brands Inc.'s $200 million senior subordinated
notes due 2012, the proceeds of which are to be used for
retiring the company's subordinated notes due in 2003. In
addition, the double-'B' corporate credit and senior unsecured
ratings for the company were affirmed.

Total debt outstanding as of November 30, 2001 was approximately
$1.5 billion.

The outlook remains negative.

COSERV ELECTRIC: Texas Court Confirms Reorganization Plan
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, entered an
order on September 11, 2002, confirming the bankruptcy
reorganization plan jointly submitted in June 2002 by Denton
County Electric Cooperative, Inc., d/b/a CoServ Electric and
National Rural Utilities Cooperative Finance Corporation. Under
the plan, $601 million of CoServ's debt will be repaid over the
next 35 years.

On August 29, 2002, Judge Lynn entered an order confirming the
liquidation plan of CoServ Realty Holdings, L.P., also jointly
submitted in June 2002 by CoServ and CFC. Under this plan,
CoServ's real estate holdings will be transferred to an entity
controlled by CFC in satisfaction of indebtedness of
approximately $365 million. In addition, the confirmation
hearing for the liquidation of CoServ's telecommunications
entities is scheduled for September 27. If confirmed, an entity
controlled by CFC will acquire all of the telecommunications
properties, which CFC intends to sell to others.

"Now that Judge Lynn has approved these plans, CoServ will be
able to emerge from bankruptcy, refocus its efforts on its core
electric business, and begin repaying its debt to CFC," said CFC
Governor and CEO Sheldon C. Petersen. "The rapid resolution of
this situation is very positive for CFC members and investors."

CFC is a not-for-profit finance cooperative that serves the
nation's more than 1,000 electric cooperatives and their
subsidiaries. With more than $20 billion in assets, CFC provides
its member-owners with an assured source of low-cost capital and
state-of-the-art financial products and services.

CUTTER & BUCK: Hearing on Appeal of Nasdaq Action Set for Friday
Cutter & Buck Inc.,(Nasdaq: CBUKE) announced tat the hearing
regarding its appeal of the earlier action by The Nasdaq Stock
Market to delist the Company's securities has been set for
September 20, 2002 in Washington, D.C.  he appeal relates to the
Nasdaq Stock Market's decision that the Company's securities no
longer meet the requirements for listing stemming from
violations of Nasdaq Marketplace rules 4330 and 4330(C)elating
to public interest concerns, and Rule 4310(C), which requires
the Company to maintain at least three years of audited
financial statements. The Company does not expect a Listing
Qualifications Panel to make a decision at the time of the
hearing. Pending the outcome of the appeal, the Company's Common
Stock will continue trading on the Nasdaq National Market under
the symbol "CBUKE."

The Company is continuing its internal investigation into
accounting irregularities during the fiscal years ended April
30, 2000 and April 30, 2001 and intends to restate its financial
results for those periods in order to correct inaccurate
reporting of certain transactions and to properly reflect the
treatment of sales entries that should have been recorded in
later periods. "While our process has taken a little longer than
originally planned, we expect to be current in our financial
reporting by about the end of this month," said Fran Conley,
Chairman and CEO. "I am encouraged that as we move toward
completing the investigation, we have not seen any reason to
believe that the Company's current net worth will be affected or
that there will be any change in the Company's total sales for
the past three years," continued Conley.

The circumstances leading up to the restatement are being
investigated by the Securities and Exchange Commission and by
Nasdaq and the Company is responding to their inquiries.

Cutter & Buck designs and markets upscale sportswear and
outerwear under the Cutter & Buck brand. The Company sells its
products primarily through golf pro shops and resorts, corporate
sales accounts and specialty retail stores. Cutter & Buck
products feature distinctive, comfortable designs, high quality
materials and manufacturing and rich detailing.

ENRON CORP: Court OKs Stipulation Allowing Valero Claim Set-Off
Prior to Petition Date, Valero Marketing and Supply Company and
Enron Gas Liquids, Inc., entered into contracts relating to
Valero's purchase of MBTE from Enron Gas.  Under the Contracts,
Enron Gas would issue a provisional invoice and Valero would pay
the amount of the provisional invoice based upon an estimate of
MTBE USGC SPOT -- PLATTS -- Monthly Average, subject to final
adjustment based upon the actual MTBE USGC SPOT Monthly Average.

Under Valero Contract No. 42-00006790, the provisional payment
by Valero for March 2001 exceeded the contract purchase price by
$39,390 -- March Overpayment.  Under Valero Contract No. 42-
00003907, the provisional payment by Valero for October 2000
exceeded the contract purchase price by $89,248 -- October
Overpayment.  On the other hand, $1,537,470 is due from Valero
under Contract NO. 42-00006790 for November deliveries --
November Payment.

Valero has asserted:

    (a) a right of recoupment for the March Overpayment; and

    (b) a right to setoff the October Overpayment against the
        November Payment.

Also, pursuant to Valero Contract No. 42-00001474, Valero
purchased Isobutane from EGL, as to which Valero owes $389,878
for November 2001 deliveries.

To resolve the issues without the cost and expense of
litigation, Enron Gas and Valero entered into a Stipulation
containing these terms:

    (a) Valero may offset the $89,248 October Overpayment
        against the November Payment;

    (b) Valero may recoup the $39,690 March Overpayment
        against the November Payment;

    (c) Valero will pay $1,408,532 to EGLI in full and complete
        satisfaction of all sums due from Valero under Contract
        No. 42-00006790;

    (d) Valero will pay $389,878 to EGLI in full and complete
        satisfaction for all sums due from Valero under Contract
        No. 42-00001474;

    (e) Except as expressly provided herein, the parties reserve
        all of their respective rights, claims and defenses; and

    (f) Valero will make the payments required by wire transfer

           Bank:  Citibank New York
           Beneficiary:  EGM Cash Services (for EGLI)
           Account #:  30420778
           ABA #:  021000089.

Accordingly, Judge Gonzalez puts his stamp of approval on the
Stipulation. (Enron Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders
reports are trading at 11.5 cents-on-the-dollar. See
for real-time bond pricing.

EXODUS COMMS: Relera Warns Against Transfers of 1.2MM Preferreds
Apparently not completely aware that all prepetition equity
interests in Exodus Communications, Inc., and its debtor-
affiliates were cancelled and extinguished under the Plan, in a
letter dated August 22, 2002, Edward J. Adkins, Esq., Assistant
General Counsel of Relera Internet Centers and Solution, warns
the United States Trustee's Office -- for no particular reason -
- against transferring 1,200,000 shares of Series A Preferred
Stock of Relera, Inc. that are owned by Exodus.

Mr. Adkins relates that Exodus is a party to the Amended and
Restated Investors' Rights Agreement between Relera and certain
of its stockholders, and the Amended and Restated Stockholder
Agreement between Relera and certain of its stockholders.  Both
agreements are dated August 4, 2000.

Section 2.1 of the Investors Rights Agreement provides, in
pertinent part, that Exodus agrees not to make any disposition
of all or any portion of the [Shares] unless and until:

   "(A) the transferee has agreed in writing to be bound by the
   terms of [the Investors Rights Agreement], (B) [Exodus] shall
   have noted [Relera-herein the "Company"] of the proposed
   disposition and shall have furnished the Company with a
   detailed statement of the circumstances surrounding the
   proposed disposition, and (C) if reasonably requested by the
   Company, [Exodus] shall have furnished the Company with an
   opinion of counsel, reasonably satisfactory to the Company,
   or such other evidence that the Company may reasonably
   request, that such disposition will not result in a violation
   of the Securities Act [of 1933] or any applicable state
   securities law."

Article III of the Stockholder Agreement provides, in pertinent
part, that if a stockholder proposes to sell or transfer any
shares held by the stockholder, the other Relera stockholders
that are parties to the Stockholder Agreement have rights of
first refusal to purchase those shares.

Given the respective provision in each agreement, Mr. Adkins
points out that only these options exist for any given party on
the shares:

    -- comply with the terms and conditions of the Investors
       Rights Agreement and the Stockholder Agreement, or

    -- abandon the Shares.

"Distributing the Shares to the creditors of Exodus would be in
violation of the Investors Rights Agreement and the Stockholder
Agreement and would unnecessarily result in additional federal
and state securities law compliance issues," Mr. Adkins asserts.
(Exodus Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Exodus Communications Inc.'s 11.625% bonds due 2010
(EXDS10USR1), DebtTraders says, are trading at about 5. See
for real-time bond pricing.

FEDERAL-MOGUL: Wants More Time to Make Lease-Related Decisions
James O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, recounts that immediately after
the Petition Date, Federal-Mogul Corporation's management and
professionals were consumed with effecting a smooth transition
to the Chapter 11 environment, including:

  (a) responding to information requests and concerns of the
      Committees and various creditor constituencies;

  (b) handling the typical business emergencies that occur
      immediately following the commencement of a chapter 11
      case of a large operating company; and

  (c) addressing the Debtors' initial reporting requirements.

During the First and Second Extension Periods, the Debtors'
management and professionals have expended considerable energies
on employee retention issues, including, without limitation:

  (a) the establishment of bar dates respecting asbestos-related
      property damage claims and all claims other than asbestos-
      related personal injury claims;

  (b) resolving issues raised by numerous parties-in-interest
      including requests to lift the automatic stay; and

  (c) commencing negotiations aimed at the formulation of a
      consensual plan of reorganization in these cases.

As part of their reorganization business plan, the Debtors are
in the process of:

  (i) consolidating their facilities to eliminate redundancies
      and inefficiencies; and

(ii) shifting manufacturing efforts to portions of the country
      and the world more suitable to their businesses.

As the Debtors continue to evaluate the remaining 88 unexpired
nonresidential real property leases, they anticipate that the
process will take at least an additional six months, beyond the
October 1, 2002 deadline.  Therefore, the Debtors ask the Court
to move the lease decision deadline through and including April
1, 2003.

Mr. O'Neill tells the Court that the Debtors have had little
time to intelligently appraise each lease's value to a plan of
reorganization.  The existing leases cover a number of the
Debtors' significant facilities.  Mr. O'Neill explains that the
Debtors are evaluating each and every leased facility and the
surrounding market for alternative space to determine whether:

    -- it would be beneficial to move from any of their leased
       facilities; or

    -- there would be an opportunity to obtain modifications to
       the terms of existing leases with their landlords.

Pending their election to assume or reject the Real Property
Leases, the Debtors promise to perform all of their obligations
arising from and after the Petition Date in a timely fashion,
including payment of postpetition rent due, as required by
Section 365(d)(3) of the Bankruptcy Code.  Hence, Mr. O'Neill
contends, there should be little or no prejudice to the Lessors
as a result of the requested extension. (Federal-Mogul
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

FIRST ALLIANCE: Calif. Court Confirms Joint Amended Reorg. Plan
First Alliance Corporation (OTC: FACOQ), along with several of
its subsidiaries, announces that on September 9, 2002, the
United States District Court for the Central District of
California approved the previously disclosed settlement reached
between the Company and various litigants, including a certified
class of borrowers, other private plaintiffs, the Federal Trade
Commission and six states.  Additionally, on September 10, 2002,
the Court confirmed the Amended Debtor's Joint and Consolidated
Plan of Reorganization.

As to the Company's shareholders, the settlement provides, in
pertinent part, that, under the terms of the Amended Plan, the
Company will cancel all issued and outstanding shares of the
Company's common stock. After the Effective Date of the Amended
Plan, a payment will be made to those persons who held FACO
Shares on the Effective Date.  The payment will be made from a
fund to be established pursuant to the settlement.  FACO
Shareholders will be paid the lesser of $1.50 per share or the
shareholder's purchase basis of such shares prior to
cancellation, provided that the total amount of such payments to
all shareholders does not exceed $3,250,000.00.  Any FACO shares
traded after February 25, 2002, will be presumed to have a
purchase basis not to exceed $.09.  If the total amount of such
payments exceeds $3.25 million, the payment to each former
shareholder of the Company will be reduced on an equal
proportionate basis until the total payments do not exceed $3.25
million.  Certain shareholders, including Brian and Sarah
Chisick, have waived any payment for FACO shares they hold.

Until March 2000, First Alliance Corporation was a sub-prime
lender headquartered in Irvine, California, whose business was
making mortgage loans primarily to borrowers with impaired

FLAG TELECOM: Court Okays Houlihan as Committee's Fin'l Advisors
The Official Committee of Unsecured Creditors of FLAG Telecom
Holdings Limited, and its debtor-affiliates, obtained Court
authority to employ Houlihan Lokey Howard & Zukin Capital and
Close Brothers Corporate Finance Ltd as financial advisors
effective May 7, 2002.

Specifically, the advisors will render the Committee with:

    (a) evaluating the assets and liabilities of the Debtors;

    (b) analyzing and reviewing the financial and operating
        statements of the Debtors;

    (c) analyzing the business plans and forecasts of the

    (d) evaluating all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate protection
        thereto, as well as any exit financing in connection
        with any plan of reorganization;

    (e) providing such specific valuation or other financial
        analyses as the Committee may require in connection with
        the Debtors' Chapter 11 cases;

    (f) helping with the claim resolution process and
        distributions relating thereto;

    (g) assessing the financial issues and options concerning
        (i) the sale of any assets of the Debtors, either in
        whole or in part, and (ii) the Debtors' plan(s) of
        reorganization or any other plan(s) of reorganization;

    (h) preparation, analysis and explanation of any Plan to
        various constituencies;

    (i) providing testimony in court on behalf of the Committee,
        if necessary or as reasonably requested by the
        Committee; and

    (j) providing such other financial advisory services as the
        Committee and Committee Counsel may, from time to time,
        agree in writing and that are consistent with the
        Advisors' capabilities.

The advisors will jointly be entitled to receive, as
compensation for its services:

    a. a Monthly Fee of $175,000;

    b. a fee upon the consummation of a Transaction of
       $2,500,000, less 50% of any Monthly Fees received in
       excess of $1,050,000; and

    c. reimbursement of all reasonable out-of-pocket expenses.
       (Flag Telecom Bankruptcy News, Issue No. 14; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

GLOBAL CROSSING: Seeks Approval of Lucent Settlement Agreement
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that pursuant to various agreements, Global Crossing
Ltd., and its debtor-affiliates contracted with Lucent for the
construction, operation and maintenance of portions of the
Debtors' transatlantic fiber-optic cable, as well as for
equipment, services and maintenance related to data transmission
across the Debtors' network.  As a result, the Debtors regard
Lucent as a strategic vendor critical to the continuity of the

Lucent asserts claims against the Debtors for $123,000,000,
including administrative expense claims under Section 503 of the
Bankruptcy Code with respect to certain Debtors and claims
having priority or preference under applicable law against
certain non-debtor entities.  However, the Debtors dispute the
amount, extent and priority of Lucent's claims and assert that
they may have a claim against Lucent for $25,000,000 under
Section 547 of the Bankruptcy Code.

To resolve the dispute, the parties entered into a Settlement
Agreement that provides:

-- Global Crossing Parties:  Global Crossing Ltd. and all of its
   debtor and non-debtor subsidiaries and affiliates, excluding
   Asia Global Crossing Ltd. and its direct subsidiaries;

-- Lucent Parties:  Lucent Technologies Inc. and all of its
   subsidiaries and affiliates;

-- Initial Payment by Global Crossing to Lucent:  Global
   Crossing to pay $15,000,000 to Lucent within 10 business days
   of Court approval of the Lucent Settlement Agreement;

-- Global Crossing Release:  Within 10 business days of Court
   approval of the Lucent Settlement Agreement, Global Crossing
   releases Lucent from all claims (from the beginning of time
   through and including the date of the Lucent Settlement
   Agreement) other than claims arising under any warranties
   contained in the Lucent Agreements, as modified;

-- Lucent Release:  As of the Effective Date, Lucent releases
   Global Crossing from all claims (from the beginning of time
   through and including the date of the Lucent Settlement
   Agreement) with these claims totaling $123,000,000;

-- Conveyance of Title to Systems, Segments and Equipment:
   Lucent will transfer to Global Crossing all title to the
   cable segments, systems, systems upgrades and equipment free
   and clear of liens, claims and encumbrances that arise by or
   through Lucent.  The title will vest in Global Crossing on
   the Effective Date.  The order approving the Lucent
   Settlement Agreement will confirm transfer of title free and
   clear of liens, claims and encumbrances that arise by or
   through Lucent to Global Crossing;

-- Transfer/Return Ethernet Cards:  Upon receipt of the Initial
   Payment, Lucent will convey 300 ethernet cards to Global
   Crossing, with conveyance to be on an "AS IS, WHERE IS"
   basis. In exchange, the Debtors will give Lucent a release of
   all claims and liabilities associated with the Cards.  The
   Debtors will return to Lucent 50 unused, boxed Cards to
   Lucent within 30 days of the Court's approval of the Lucent
   Settlement Agreement;

-- Subsequent Cash Payment by Global Crossing to Lucent:  Global
   Crossing to pay $10,000,000 to Lucent upon the earlier of:

    a. confirmation of Global Crossing's plan of reorganization,

    b. March 31, 2003.

-- Payment for Services:  Global Crossing to pay $25,000,000 to
   Lucent for, among other things, work, material, product,
   services, purchase orders and other matters provided or
   ordered by December 31, 2002, less any amounts previously
   paid by Global Crossing to Lucent as described in Schedule
   2.1(b) of the Lucent Settlement Agreement, i.e., about
   $14,500,000. Global Crossing is required to make the Services
   Payment on or before December 31, 2002;

-- Allowed Unsecured Claim:  Lucent will jointly have a single
   allowed general unsecured claim of $20,000,000 against the
   Debtors on a joint and several basis;

-- Amendment to June 2001 Services Agreement:  The June 2001
   Services Agreement will be amended and clarified to provide

   a. Lucent commits to purchase services from Global Crossing
      in the amount of the $30,000,000 over the next 6 years;

   b. Global Crossing will retain the balance of the $15,000,000
      prepayment made by Lucent during the period of July 2001
      to July 2002 and the prepayment will not reduce the
      Services Commitment;

-- Responsibilities and Remedies Remaining under Existing
   Contracts:  The Lucent Agreements are modified so that the
   term of all warranties for products and services provided by
   Lucent to Global Crossing will conclude on the earlier to
   occur of:

   a. the end of the remaining warranty period for the product
      and service as provided in the applicable contracts; or

   b. September 30, 2004.

   All "design life warranties" will be governed by the original
   terms and conditions of the Lucent Agreements;

-- Payment Terms under Existing Contracts:  Within 30 days of
   the effective date of a confirmed plan of reorganization,
   Lucent and Global Crossing will meet and discuss payment
   terms in good faith.  Until then, for products and equipment,
   Global Crossing will pay upon shipment the purchase price of
   all products and equipment, including any costs or charges
   set forth under the appropriate agreement.  For services and
   maintenance, Global Crossing will prepay in full on the last
   business day of the preceding month.  Within 5 business days
   after invoice, Global Crossing will pay any additional and
   undisputed amounts incurred for additional services and
   maintenance.  For project development, construction and
   installation contracts, Global Crossing will prepay semi-
   monthly on the first business day on or after the first and
   fifteenth day of the month;

-- Assumption of Executory Contracts:  The Debtors will assume
   the Lucent Agreements, provided that no cure or other
   payments will be required or made in connection with the
   assumption; and

-- Right of Global Crossing to Assume and Assign Lucent
   Agreements:  Global Crossing will be permitted to assign any
   or all Lucent Agreements and Lucent waives any right under
   Section 365 of the Bankruptcy Code; provided, however, that
   Global Crossing will not be permitted to assign any or all of
   the Lucent Agreements to any competitor of Lucent or any
   reseller of Lucent equipment and that Global Crossing will
   not be permitted to assign any license or right granted with
   respect to any Lucent intellectual property in a Lucent
   Agreement separate from the assignment of the entire
   agreement itself.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement with Lucent. (Global Crossing Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd's 9.625% bonds due 2008
(GBLX08USR1) are trading at 1.25 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see

GROUP TELECOM: US Court Protection Extended Until September 25
GT Group Telecom (TSX: GTG.B, GTG.A) announced that the
preliminary injunction issued on July 29, 2002 by the United
States Bankruptcy Court in favor of it and its affiliates, has
been further extended from September 13, 2002 until September
25, 2002.

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  

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 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.

HAYES LEMMERZ: Wants Lease Decision Period Stretched to Jan. 3
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek to further extend the time within which they must assume or
reject their unexpired leases of nonresidential real property
through and including the earlier of January 3, 2003, or the
date of confirmation of a plan of reorganization. The requested
extension is subject to the rights of each lessor under an
Unexpired Lease to request that the Court shorten the Extension
Period and specify a period of time in which the Debtors must
determine whether to assume or reject an Unexpired Lease.

Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, informs the Court that the Debtors
are lessees of several unexpired leases of nonresidential real
property.  The Unexpired Leases cover premises that the Debtors
use for the operation of their corporate and manufacturing
facilities.  The Unexpired Leases are assets of the Debtors'
estates, and thus, integral to the Debtors' continued

Cause exists to extend the Section 365 deadline with respect to
the Unexpired Leases, in light of:

    -- the significant progress made to date on the Debtors'
       business plan and other matters,

    -- the fact that the Debtors have been, and will continue to
       be, current on their administrative obligations, and

    -- the Debtors' progress in the valuation of their business
       and the implementation of their 5-year business plan,.

Although the Debtors may seek the Court's permission to reject
some of the Unexpired Leases prior to the conclusion of these
Chapter 11 cases, at this time, they believe that most of the
Unexpired Leases will prove to be either desirable or necessary
to the continued operation of the Debtors' business.  The
Debtors may assume and assign the Unexpired Leases to third
parties, if they are not necessary to the Debtors' ongoing
business operations and are "below market" rate.  Mr. Yurkewicz
relates that the Debtors have made progress in evaluating their
real estate assets throughout these cases and are currently
assessing the value and marketability of all of the Unexpired
Leases and whether there is sufficient value to merit assumption
and assignment rather than rejection.

Ultimately, the Debtors' decision whether to assume, assign, or
reject particular Unexpired Leases, as well as the timing of the
assumption, assignment, or rejection, depends in large part on
the Debtors' business plans for the future -- i.e., whether the
leased premises will play a role in the Debtors' strategic
operating plans going forward.  Until the Debtors go-forward
business plan is fully implemented, the Debtors cannot determine
whether each of the locations covered by the Unexpired Leases
will remain a part of the Debtors' business.  Indeed, without an
additional extension of time within which to make these
decisions, the Debtors' business judgment may be compromised as
they would be forced to make premature decisions on specific
properties before related implementation of their business plan.

Mr. Yurkewicz assures the Court that the objecting landlords
will not be prejudiced if the relief requested is granted.  
Throughout the course of these cases, the Debtors have remained
current on their administrative obligations, including leasehold
obligations.  Going forward, there is no reason to believe that
the Debtors will not continue to remain current on their
leasehold obligations.  The Debtors have the financial resources
and the unfettered intention to perform all of their obligations
under the Unexpired Leases as required by Section 365(d)(4) of
the Bankruptcy Code.

According to Mr. Yurkewicz, the Debtors' operating results,
which continue to exceed projections, also show the Debtors'
progress toward reorganization.  To date, the Debtors'
consolidated EBITDA has continued to surpass initial
projections; the Debtors continue to exceed their initial 2002
goals and are significantly ahead on their bank covenants.  In
addition to meeting financial targets, there are numerous other
objective indications of the successful stabilization of the
Debtors' business.  These measures include maintenance of a
strong liquidity position and significant restoration of vendor

If the Extension Period is not extended, Mr. Yurkewicz fears
that the Debtors will be compelled prematurely to assume
substantial, long-term liabilities under the Unexpired Leases --
potentially creating administrative expense claims -- or forfeit
benefits associated with some leases, to the detriment of their
ability to operate and preserve the going-concern value of their
business for the benefit of their creditors and other parties-
in-interest. (Hayes Lemmerz Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

HESKA CORP: Gets Approval to Transfer Listing to Nasdaq SmallCap
Heska Corporation (Nasdaq: HSKA), a company focused on
commercializing novel veterinary products, announced its
application to transfer the trading of its common stock to the
NASDAQ SmallCap Market had been accepted effective at the
opening of trading on Monday, September 16th.  The company
continues to trade under the symbol "HSKA".

"We are glad our shares will continue to be listed by NASDAQ.  
We are committed to ensuring our shares trade on a well-
regulated market for the benefit of our shareholders," said
Robert Grieve, Heska's Chairman and CEO. "We believe this is the
right market for us as we are a small cap company today.  I can
give all our shareholders my assurance, however, that this
management team is committed to increasing shareholder value as
quickly as possible.  We intend to continue to focus on the
fundamentals of our business -- growing revenues, increasing
gross margins, and carefully controlling operating expenses --
to drive shareholder value."

"One of the challenges for a small company like ours is getting
our message out to potential investors," said Jason Napolitano,
Heska's CFO.  "I note that while there are over 3,000 NASDAQ
National Market companies, there are only about 750 listed on
NASDAQ SmallCap Market.  We are hopeful that this will make it
easier for an investor interested in small cap company
investments to discover us."

Both NASDAQ National Market and NASDAQ SmallCap are a part of
The NASDAQ Stock Market and operate under the same electronic,
screen-based dealer market with trading executed through an
advanced computer and telecommunications network.

"We believe this move should be transparent to our investors.  
We will maintain our current ticker, so there should be no
confusion about how to get information on our stock trading.  
Even though the listing fees on SmallCap are lower than on
National, the two exchanges work essentially the same, with only
minor technical differences.  I'd encourage anyone who's
interested to evaluate the ease of getting a quote on our stock
to try it today and on Monday -- I think you'll find no material
difference between the two.  We intend to maintain a NASDAQ
listing and provide our investors access to all the benefits of
The NASDAQ Stock Market," added Napolitano.

Heska Corporation (Nasdaq: HSKA) develops, manufactures and
markets veterinary products.  Heska's core focus is on the
canine and feline companion animal markets where it has devoted
substantial resources to the research and development of
innovative products.  Heska state-of-the-art offerings to
veterinarians include diagnostics, pharmaceuticals and vaccines
as well as diagnostic and monitoring instruments and supplies.  
The company has a robust product pipeline to drive future growth
and continues to strive to develop high value products for unmet
needs and to advance the state of veterinary medicine.  For
further information on Heska and its products, visit the
company's Web site at  

The NASDAQ SmallCap Market has requirements Heska must meet in
order to remain listed, including a minimum bid price
requirement of $1.00.  Heska is currently not in compliance with
the minimum bid price requirement.  It has until November 18,
2002 to comply with the minimum $1.00 bid price requirement
which requires that our common stock close with a bid of $1.00
per share or more for a minimum of 10 consecutive trading days.  
The Company may also be eligible for an additional 180-day grace
period, or until May 16, 2003, provided that it has
stockholders' equity of $5 million or meet certain other initial
listing criteria required by NASDAQ.  There's no assurance,
however, that the Company will be able to maintain a listing on
The NASDAQ Stock Market.  If the Company will be delisted from
The NASDAQ Stock Market, its common stock will be considered a
penny stock under the regulations of the Securities and Exchange
Commission and would therefore be subject to rules that impose
additional sales practice requirements on broker-dealers who
sell its securities.  The additional burdens imposed upon
broker-dealers discourage broker-dealers from effecting
transactions in its common stock, which could severely limit
market liquidity of the common stock and the ability to sell
securities in the secondary market.  This lack of liquidity
would also make it more difficult to raise capital in the

INGERSOLL INT'L: Looks to Merrill Lynch for Financial Advice
Ingersoll International has engaged the investment banking firm,
Merrill Lynch & Co., to provide financial advice to the
Company's management and board of directors. Merrill Lynch will
assist the Company in evaluating strategic alternatives,
including restructuring of its bank debt and the possible sale
of certain assets.

Ingersoll International is a leading multinational supplier of
machine tools for the world's metalworking industries, employing
more than 2500 people worldwide.

INTEGRATED HEALTH: Settlement Pact re Walker Securities Approved
The U.S. Bankruptcy Court for the District of Delaware approved
the Settlement Agreement relating to Walker Facilities'
securities, entered into by the Symphony Companies and the
Centers for Medicare and Medicaid Services.

The Settlement Agreement provides that:

(1) The Symphony Companies' share of the CMS Settlement Amount
    -- $1,159,037, will be set-off against:

     * the aggregate of all unpaid Use & Occupancy Fees and the
       Assumed Fee Liability owed by the Symphony to the Walker
       Facilities -- $176,068; and

     * amounts owed by the Symphony Companies to the Walker
       Facilities in connection with legal fees incurred in
       connection with the negotiation of the Settlement
       Agreement -- $20,000;

(2) The Walker Facilities will pay $962,969 to the Symphony
    Companies; and

(3) Concomitantly with the payment of the Symphony Settlement
    Amount, the Walker Facilities will execute and deliver to
    the Symphony Companies a release, which will fully and
    finally release the Symphony Companies from any and all
    claims of the Walker Facilities in connection with or
    related to the Therapies.

To recall, certain Symphony Debtors, in the chapter 11 cases
involving Integrated Health Services, Inc., acquired two Synergy

      * Synergy One, Inc. (f/k/a Rehab Dynamics, Inc.)
      * Synergy Two, Inc. (f/k/a Restorative Therapy Limited)

These Synergy Companies provided occupational and speech
therapies to patients at three Walker Facilities:

      * Walker Methodist Health Center, Inc.,
      * Walker Care Corporation I d/b/a Walker Cityview, and
      * Walker Care Corporation I d/b/a Walker Southview.

The Synergy Companies used and occupied certain Operating Space
within the Walker Facilities pursuant to Rehabilitation Services

The Symphony Companies purchased the assets of the Synergy
Companies in June 1997.  After the Asset Purchase, the Symphony
Companies took over the role of providing Therapies at the
Walker Facilities and assumed the Synergy Companies' obligations
under the Services Agreements, including, but not limited to,
paying use and occupancy fees to the Walker Facilities on a
going forward basis.

Subsequently, the Secretary of the United States Department of
Health and Human Services determined that Medicare had overpaid
the Walker Facilities for the Therapies provided by both the
Synergy Companies and the Symphony Companies, from 1994 through
1998.  In accordance with the HHS Decision, the Walker
Facilities remitted to the Centers For Medicare And Medicaid
Services an amount equivalent to the alleged Medicare
overpayments.  The Synergy Companies and the Symphony Companies
indemnified the Walker Facilities for the amounts repaid to CMS.  
In consideration of the indemnification, the Walker Facilities
agreed that the Synergy Companies and the Symphony Companies
would have the right to appeal the HHS Decision.  The Synergy
Companies and the Symphony Companies successfully appealed the
HHS Decision. (Integrated Health Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

INTERPLAY ENTERTAINMENT: Shareholders Meeting Moved to Oct. 10
Interplay Entertainment Corporation is advising its stockholders
that the Annual Stockholders Meeting date has been changed.  
Originally scheduled for September 17, 2002, the date has now
been changed to October 10, 2002.  Stockholders need be aware
that the 2002 Annual Meeting of Stockholders will now be held at
10:00 A.M., Pacific Daylight Time, on Thursday, October 10,
2002, at the Sutton Place Hotel, 4500 MacArthur Blvd., Newport
Beach, California 92660.

Interplay Entertainment makes PC and console video games with
such serene titles as Dungeon Master II, Redneck Rampage, and
Torment. Among the subsidiaries and divisions under the
Interplay umbrella are 14 Degrees East (strategy and puzzle
games), Black Isle (role playing games), Shiny Entertainment
(cartoon animation), Tantrum (action games), and Digital Mayhem.
Struggling to rebound from financial problems, Interplay is
putting more focus on its console games.

As of June 30, 2002, Interplay's balance sheet shows a working
capital deficit of about $10 million, and a total shareholders'
equity deficit of about $7 million.

IPET: Will Make Liquidating Cash Distribution by September 27
IPET Holdings, Inc. (OTCBB:IPETZ), announced its Board of
Directors has approved a liquidating cash distribution to be
paid out of net available assets of $0.075 per share to
stockholders of record as of the Company's final record date of
January 18, 2001. It is currently anticipated that this
distribution will be made on or about September 27, 2002.

Dissolution Distribution Summary:

     --  A final record date of January 18, 2001 was established
by the Company in connection with its filing of a Certificate of
Dissolution on that date with the Delaware Secretary of State.
At the close of business on this date, the Company closed its
stock transfer books and discontinued recording transfers and
sales of shares of its capital stock. All liquidating
distributions will be made to stockholders according to their
holdings of the Company's capital stock as of this final record

     --  An initial liquidating cash distribution of $0.09 per
share was previously made to the Company's stockholders of
record on September 28, 2001.

     --  An additional liquidating cash distribution amount to
stockholders of $0.075 per share with an anticipated
distribution date of September 27, 2002 has been approved by the
Board of Directors.

     --  The Company will retain a contingency reserve of
approximately $330,000 which it believes will be adequate to
meet its remaining legal obligations during the wind down
period, which is expected to be completed in 2003.

     --  The Company may make a small, final distribution at the
end of the wind down period.

Looking forward, the Company will focus its efforts on winding
up its affairs in accordance with the plan of liquidation and
dissolution adopted by the Company's stockholders on January 16,
2001. The timing and amounts of any subsequent distributions to
stockholders will be determined by the Company's Board of
Directors as the plan of dissolution is executed over the next

IT GROUP: Seeks Approval to Enter into Shaw Master Services Deal
The IT Group, Inc., and its debtor-affiliates seek the Court's
authority to enter into a Master Services Agreement with Shaw
Environmental Inc., a subsidiary of Shaw Group Inc.

Marion M. Quirk, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, informs Judge Walrath that the
Debtors' Northern California Sites are currently in need of
environmental consulting and engineering services, including
geo-technical services, laboratory analysis and site assessment
to continue with their business operations.  There are only 12
employees working at the Sites and they lack the expertise or
equipment to perform the necessary Environmental Services,
including services in connection with the groundwater recovery
construction project at the Panoche Site in Sonoma County,

The Debtors believe that Shaw Environmental could cost-
effectively and efficiently provide the necessary Environmental
Services at the Sites since the employees who will be performing
the services are the Debtors' former employees who possess the
institutional knowledge and background to assist them.  Besides,
Mr. Quirk says, Shaw Environmental has agreed to provide
discounted rates for their services.  The Debtors' insurer will
also reimburse the Debtors' expenses with respect to their
participation in the Master Services Agreement.

The salient terms of the Master Services Agreement are:

  (a) The provision of environmental consulting and engineering
      services, including, technological services relating to
      the environment, site assessment, remediation and
      restoration, and laboratory analysis by Shaw
      Environmental, Inc.;

  (b) A one-year term from the date of execution, subject
      to Bankruptcy Court approval.  If the Bankruptcy Court
      disapproves of IT Group's entry into the Agreement, then
      all costs incurred by Shaw Environmental will be deemed a
      priority administrative expense;

  (c) Compensation:

        (i) Shaw Environmental's fees will be established
            according to its published rate schedules in effect
            on the date when the services are performed, subject
            to a discount of one category rate less than that
            associated with an individual's project function;

       (ii) The fees are payable by the earlier of:

            -- 7 calendar days after IT Group receives payment
               from a third party; or

            -- 90 days after IT Group's receipt of the invoice;

      (iii) Shaw's fees will not exceed $1,000,000, unless
            otherwise agreed to by both parties;

  (d) Either party may terminate the Agreement, with or without
      cause, upon 30 days prior written notice to the other; and

  (e) Neither party will assign or delegate any of its duties
      or obligations under the Master Services Agreement without
      the prior consent of the other.  Notwithstanding the
      foregoing, Shaw may assign or subcontract all or any
      portion of the services to one or more of its subsidiaries
      or affiliates or to other persons as it deems appropriate.
      (IT Group Bankruptcy News, Issue No. 17; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)  

KMART CORP: Judge Sonderby Deems 6 Utilities Adequately Assured
Judge Sonderby signs two Agreed Orders, in settlement of the
dispute between Kmart Corporation Debtors, and certain Utility
Companies with regards to the provision of adequate assurance of
payment of postpetition utility charges.

The Utility companies are:

1. Entergy Louisiana, Inc.
2. Entergy Gulf States, Inc.
3. Entergy Arkansas, Inc.
4. Entergy Mississippi, Inc.
5. Entergy New Orleans, Inc.
6. Pacific Gas and Electric Company

Pursuant to their respective Agreed Orders, the parties agree

A. The Utility Order will not govern the terms of postpetition
   services from the Utilities to the Debtors;

B. The terms of postpetition services from the Utilities to the
   Debtors will be governed by the parties' respective Service
   Agreements and state-imposed Regulations;

C. The Utilities will continue to provide their services to the
   Debtors and must continue to invoice the Debtors for those
   services in the same manner customary before the Petition
   Date.  The Debtors will pay the full, undisputed amounts of
   the Utility's postpetition invoices on or before their due
   dates.  If the Debtors fail to do so, then the Utility may
   avail itself of its remedies as provided under the State-
   imposed Regulations;

D. The Debtors and Entergy separately agree that:

   -- The Debtors will pay $500,000 as Initial Advance Payment;

   -- Entergy will apportion the Initial Advance Payment among
      the Debtors' Accounts in accordance with the average
      monthly usage for the prior six months with respect to
      each Account;

   -- The Debtors and the Utility will determine the Initial
      Advance Payment's apportionment among the Accounts;

   -- Entergy will send the Debtors by the 5th day of each month
      an invoice specifying, in additional to the information it
      customarily provides, a statement of the account balance:

      (a) Each month during the term of this Order, on or before
          the date that their monthly summary bill invoice
          payments are due, the Debtors will make an Advance
          Payment plus (or minus) the amount by which the
          Debtors' actual usage for the prior billing period was
          greater (or less than) the amount of the prior Advance

      (b) The Debtors will maintain an aggregate Advance Payment
          credit of $500,000 as of the Invoice Due Date;

      (c) The Debtors will pay any Advance Payment by check and
          deliver each check to Entergy:

                 Attn: Jon Majewski
                 Mail Unit L-JEF-359
                 P.O. Box 6008, New Orleans, LA 70174-6008

      (d) The parties will negotiate for a system by which
          Entergy will submit its bills to the Debtors
          electronically and the Debtors will submit their
          payments electronically;

   -- The Debtors also will pay all invoices for postpetition
      services that came due before or during April 2002 in
      accordance with the ordinary payment terms between the

E. The Debtors and Pacific Gas also agree that:

   -- The Debtors will pay $2,000,000 as Security Deposit;

   -- The Debtors will make necessary payments via electronic
      funds transfer;

   -- Pacific Gas will re-compute the amount of the Deposit.

      (a) Within 15 days of the 6th Month Anniversary Date,
          Pacific Gas will re-compute the amount of the Deposit.
          Pacific Gas will send a letter and supporting schedule
          electronically to the Debtors, with a copy to their
          undersigned counsel, which sets forth the results of
          the Re-computation.

          In re-computing, Pacific Gas will use this method:

           (i) identify the Account still on line, that is, any
               for which service either has not been
               disconnected or there is no pending disconnection
               order placed by the Debtors with the Utility
               pursuant to the Regulations;

          (ii) ascertain the highest monthly Invoice between the
               Anniversary Date and the Sixth Month Anniversary

         (iii) divide the Highest Amount by the number of days
               in the service period attributable to the Highest
               Amount -- Daily Rate;

          (iv) multiply the Daily Rate by 35 -- the product is
               the Deposit Sum;

           (v) repeat these steps for all of the Recomputed
               Accounts; and

          (vi) total the Deposit Sums for all of the Recomputed
               Accounts -- Recomputed Deposit;

               (1) If Recomputed Deposit is less than Deposit

                   The Deposit will be reduced by the
                   Difference -- Credit Balance.  Pacific Gas
                   will apply the Credit Balance towards the
                   payment of any unpaid charges on the
                   Invoices, and any remainder will be applied
                   towards payment of future Invoices;

               (2) If Recomputed Deposit is greater than Deposit

                   The Deposit will be increased by the
                   Difference.  Within 15 days of Pacific Gas'
                   sending to the Debtors of the Re-computation
                   Letter, in which there is an Additional
                   Deposit, the Debtors will pay the Additional

     (d) Within 15 days of the 12th Month Anniversary, Pacific
         Gas will re-compute the amount of the Recomputed
         Deposit employing the same method procedures, this time
         taking into account the difference of Invoice amounts
         from the 6th Month Anniversary Date to the 12th Month

     (e) Within 15 days of the 24th Month Anniversary, Pacific
         Gas will re-compute the amount of the immediately
         preceding Recomputed Deposit using the same method,
         this time considering the Invoice amounts from the
         12th Month Anniversary to the 24th Month Anniversary;

     (f) Every 12 months thereafter during these bankruptcy
         proceedings, the procedures will repeat, taking into
         consideration the difference in the Invoice amount
         within the last 12 months;

   -- The Security Deposit must bear interest, as provided under
      the State Regulations, less any amounts due for unpaid
      utility invoices for postpetition services;

F. If there is a default by the Debtors with respect to the
   payment of the postpetition Utility charges for and that
   default is not cured within seven days or the period provided
   for in the State Regulations after a Utility provides a
   written notice to the Debtors, then that Utility may
   terminate its utility services without further order from the

   -- Additionally, Entergy agrees to provide a third party
      notice of any default notice sent to the Debtors by
      regular first class mail to:

               Kurt Ramlo
               Skadden, Arps, Slate, Meagher & Flom LLP
               300 South Grand Avenue, 34th Floor
               Los Angeles, CA 90071-3144

G. The Debtors concede that any assumption or assignment of
   Entergy's Service Agreement will not prejudice or otherwise
   affect Entergy's rights, including without limitation the
   right to demand a deposit from the Debtors upon the effective
   date of a confirmed plan of reorganization or from any
   assignee as a new customer, pursuant to the Regulations with
   respect to the assumed or assigned Service Agreements; and

H. Any undisputed charge for postpetition utility services
   provided by the Utilities constitutes an administrative
   expense. (Kmart Bankruptcy News, Issue No. 32; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)   

Kmart Corp.'s 9.0% bonds due 2003 (KM03USR6), DebtTraders
reports, are trading at 17 cents-on-the-dollar. See  
real-time bond pricing.

LAKE TROP: Files for Chapter 11 Protection in Las Vegas, Nevada
MPTV, Inc. (OTC Bulletin Board: MPTV), an innovator in Timeshare
Resort Development, announced that its Lake Trop LLC filed for
voluntary Chapter 11 protection from its creditor for its
principal asset, the Lake Tropicana Timeshare Resort Property in
Las Vegas, Nevada.  This filing was necessary because of the
timing of the Phase I funding and recent actions taken by the
lender and its service provider.

"We did not want to file for Chapter 11.  We were operating on
the understanding that we had reached an agreement with our
lender on a favorable timeframe and mechanism to satisfy the
outstanding mortgage debt.  The delay in funding Phase I and
recent actions by our lender left us no alternative but to take
this step to protect our principal asset.  We believe the
funding of the refinance of the Lake Tropicana Property and
Phase I construction are progressing well.  The filing was made
at the suggestion of our prospective investor," stated Mr.
Hurley Reed, CEO of MPTV, the Managing Director of Lake Trop

MPTV has already been granted building permits for Phase I,
which includes the conversion and remodeling of the Lake Trop
grounds and apartments into a timeshare resort.

MPTV develops and markets timeshare resort properties. The
Company's principal asset is a multi-million dollar resort
property called Lake Tropicana. MPTV's current project is the
Lake Tropicana Timeshare Resort and Towers -- located in Las Vegas, Nevada  
between the MGM Grand Hotel/Casino and the Aladdin Hotel/Casino
on the "strip" and the Hard Rock Cafe on Paradise and Harmon
Avenue. The "Harmon Corridor" is undergoing transformation with
two new casino hotels and three large timeshare projects planned
for this area.

LAKE TROP: Case Summary & 2 Largest Unsecured Creditors
Debtor: Lake Trop, L.L.C.
        303 East Harmon
        Las Vegas, Nevada 89109

Bankruptcy Case No.: 02-20394

Chapter 11 Petition Date: September 11, 2002

Court: District of Nevada (Las Vegas)

Judge: Robert C. Jones

Debtor's Counsel: Shawn Christopher, Esq.
                  Rosenfeld & Money LLP
                  3800 Howard Hughes #650
                  Las Vegas, Nevada 89109
                  (721) 386-8637

Total Assets: $14,748,983 (as of Dec. 31, 2001)

Total Debts: $8,688,742 (as of Dec. 31, 2001)

Debtor's 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Clark County, Nevada       Property Taxes              $53,271

Various Maintenance Trades Trade Debt                  $35,000

LANDSTAR INC: Enters into Various Debt Restructuring Agreements
LandStar Inc., (OTC Bulletin Board: LDSR) (OTO: LDSR) -- is pleased to report a number of  
recent developments with respect to the financial organization
of the Company.

The Company has entered into agreements that restructure
shareholder advances to the Company and provide additional
working capital.  The restructuring converts $5 million of
shareholder loans to common share equity at $0.50 per share
resulting in the issue of 10 million shares.  New equity
financing in the current quarter in the amount of $2.5 million
will be issued by common shares at $0.25 per share resulting in
the issue of an additional 10 million shares.  In conjunction
with the financing the Shareholder has agreed to guarantee a
further $ 800,000 bank loan to be drawn by the Company as
required for working capital.  In addition, 15 million preferred
class C shares issued pursuant to the acquisition of PolyTek
Rubber and Recycling, Inc., will be converted to 15 million
common shares.  These agreements have been executed and the
financing has been funded.

The Company has also negotiated a debt write off and goodwill
reduction in the amount of $5 million.  As noted in the June 30,
2002 quarterly filing, this write off eliminates all goodwill
resulting from the purchase of PolyTek. In conjunction with
settlement of litigation the Company will record a debt
reduction of over $750,000 during the current quarter.  The
Company has negotiated additional debt settlements and
conversions of debt to equity in an ongoing effort to improve
the financial position of the Company.

The Company has continued the reorganization and cost
containment within the LandStar Polymer Recovery/PolyTek
division.  Accounting functions have been decentralized to the
plants with a reduction of four positions in accounting staff at
the corporate office.  The investment made by the Company in
information technology and a communications infrastructure
facilitated the decentralization.  The Company has also reduced
the Sales and Marketing staff through attrition.  These changes
have resulted in a cost reduction for the management of this
division in excess of $300,000 per annum.

The Company has also significantly reduced corporate overhead by
not filling positions vacated by attrition.  Several positions
that related to the development of the Company's market position
and evaluation of business opportunities are not necessary with
the business focus that has evolved from this development
period.  The Company is now advancing into commercial production
and marketing of devulcanized rubber.

LUCENT: Fitch Concerned About Weak Credit Protection Measures
Fitch Ratings has downgraded Lucent Technologies Inc.'s senior
unsecured debt to 'B-' from 'B+', the senior secured credit
facility to 'B' from 'BB-', and convertible preferred stock and
trust preferred to 'CCC-' from 'CCC+'. The Rating Outlook
remains Negative.

Lucent announced Friday that it expects revenues for the fourth
fiscal quarter-ending September 30, 2002, to decline
sequentially by 20%-25% from $2.95 billion. Lucent also plans to
take additional restructuring actions to reduce quarterly break-
even revenue to between $2.5 billion and $3 billion from a
previously announced $3.5 billion in order to return to
profitability by the end of fiscal 2003. The details of this
restructuring have not been announced but Fitch expects that
another charge will occur with a certain portion being cash.
Lucent already has significant cash obligations from previously
announced restructurings, potential funding for its pension plan
in fiscal 2003, along with cash needed to fund operations,
resulting in a significant cash burn rate for the next 12-18
months. In addition, financial flexibility remains strained
despite a recent amendment to its $1.5 billion bank credit
facility which provides minimal additional room for operational
shortfalls as quarterly minimum consolidated operating EBITDA
levels have been reduced significantly. Lucent expects to be in
compliance with covenants for the fourth fiscal quarter but this
facility, which expires in February 2003, will have to be

The ratings reflect Lucent's weaker credit protection measures,
limited financial flexibility, continuing significant execution
risk surrounding Lucent's expanding restructuring programs, and
a continued difficult environment for Lucent's end markets,
which are expected to decline in excess of 40% in 2002 and
remain pressured thereafter, potentially delaying Lucent's
expected return to profitability by the end of 2003. Lucent
continues to experience operating losses, requiring financing
for its operating deficit and cash requirements for the
restructuring programs. Given this limited financial
flexibility, it is critical for Lucent to continue to be
aggressive in reducing costs while realizing the cost savings
from the previous restructuring programs and executing the
planned financing transactions, in order to return to

The Negative Rating Outlook reflects the uncertain capital
expenditure patterns of Lucent's customer base and the risk that
further reductions from both wireless and wireline operators
will continue to pressure Lucent's revenues and cash flow. The
operational issues and the execution risks surrounding the
Lucent's restructuring strategy continue to include significant
headcount reductions and organizational changes. In addition,
while Lucent has clearly reduced its vendor finance exposure and
has improved the credit profile of the portfolio, Fitch believes
it remains a risk as Lucent continues to utilize the program to
market products.

Total debt as of the third quarter ending June 30, 2002, was
approximately $3 billion of long-term senior unsecured notes,
$330 million of senior secured debt, and $1.8 billion of
convertible trust preferred securities. Lucent has no
significant long-term debt maturities until 2006, when
approximately $1.1 billion of notes are due. Lucent has $1.5
billion of lending commitments from its banks that expire in
February 2003. Also, a $500 million securitization facility
expiring in June 2004 exists of which approximately $20 million
was outstanding as of June 30, 2002. Cash as of June 30, 2002,
was approximately $5.4 billion, an increase from $2.4 billion at
the end of fiscal 2001. The successful execution of Lucent's
$1.8 billion convertible trust preferred issuance in March 2002,
$1.9 convertible preferred stock issuance in August 2001, and
asset sales, including $2.5 billion from the sale of the optical
fiber business and outsourcing contracts, has clearly improved
Lucent's liquidity. However, Lucent's liquidity requirements
will continue to be affected by the execution risks surrounding
the restructuring and weak end-market conditions. In conjunction
with cost savings from the restructuring programs, product line
consolidation and top line growth are the most important factors
for the return to profitability.

LUCENT TECHNOLOGIES: Expects Fiscal Q4 Revenues to Plunge 25%
Lucent Technologies (NYSE: LU) announced that, due to continuing
market softness and ongoing uncertainty in customer spending
levels, particularly in North America, it currently expects
revenues for the fourth fiscal quarter of 2002 to decline
sequentially by approximately 20-25 percent from the $2.95
billion recorded in the third fiscal quarter.

The company currently expects to post a pro forma loss per share
in the fourth fiscal quarter of approximately 45 cents,
primarily as a result of the sequential revenue decline, charges
associated with a significant customer financing default this
month, and the inability to recognize tax benefits on losses.  
The company had not previously provided guidance for the fourth
fiscal quarter of 2002 due to ongoing market uncertainty.

Last quarter, the company posted a pro forma loss of $1.88 per
share from continuing operations.  Excluding the impact of a
non-cash charge of $1.72 per share to increase the valuation
allowance on deferred tax assets, the pro forma loss per share
(assuming a tax benefit for the quarter) would have been a loss
of 16 cents.  On a pre-tax basis, the pro forma loss per share
would have been 24 cents.

The company stated that, given the anticipated results for the
quarter, it expects to meet the financial covenants of its
existing credit facility.  The company noted that it has no
outstanding balance on this credit facility.

In addition, the company said that it is also actively
developing plans to reduce its quarterly EPS breakeven revenue
to a range of $2.5 billion to $3.0 billion.  With these
additional restructuring actions, the company continues to work
toward a return to profitability by the end of fiscal 2003.
Lucent will provide an update on its new quarterly EPS breakeven
revenue figure and its impact on the company's headcount at its
October 23 earnings announcement.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks.  The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers.  For more information on Lucent Technologies, visit
its Web site at

Lucent Technologies' 7.70% bonds due 2010 (LU10USR1),
DebtTraders says, are trading at 45 cents-on-the-dollar. See  
real-time bond pricing.

LUCENT: DebtTraders Maintains BUY Recommendations on Sr. Notes
DebtTraders analyst Matthew Breckenridge, CFA, (1 212-247-5300),
said that DebtTraders maintains its BUY recommendations on
Lucent Technologies' senior Notes, and at the same time,
increases its ATTRACTIVENESS rating to 88% from 82% "due to the
recent higher yields."

"We are maintaining our SAFETY rating of 88% because we believe
that the longer and deeper than originally expected downturn in
telecom equipment spending is more than offset by Lucent's very
strong liquidity position," Mr. Breckenridge said. "Although
Lucent has not yet returned to profitability or EBITDA breakeven
because of the continued market downturn, Lucent's very strong
liquidity position mitigates most of the risk by allowing the
Company a significant cushion to return to profitability."

LTV CORP: Blanking Unit Gets OK to Sell 11.11% Interest in TWB
Judge Bodoh allowed LTV Blanking Corporation to sell its 11.11%
limited liability company membership in TWB Company LLC, a
Michigan limited liability company.

Under the terms of the proposed sale, LTV Blanking would
withdraw from the LLC, and the LLC simultaneously would purchase
the membership interests of LTV Blanking.

The economic terms and conditions of the proposed sale are
governed by the Limited Liability Company Withdrawal Agreement
dated July 16, 2002, among LTV Blanking, the LLC, ThyssenKrupp,
Worthington, Bethlehem and QS.  The total cash consideration to
be paid on the closing date by the LLC to LTV Blanking for the
membership interest aggregates $4,500,000. At the closing of the
proposed sale:

    (a) LTV Blanking will sign an instrument of withdrawal to
        effectuate its withdrawal from the LLC; and

    (b) LTV Blanking and the LLC concurrently will sign a mutual
        release of the parties' claims and causes of action
        against each other relative to LTV Blanking's membership

The conveyance of the membership interest in connection with
this sale does not require the consent of the applicable lenders
under the Revolving Credit and Guaranty Agreement dated March
20, 2001, among LTV Corporation as Borrower; the subsidiaries of
the Borrower as Guarantors; The Chase Manhattan Bank now known
as JPMorgan Chase Bank, as Administrative, Documentation and
Collateral Agent; and Abbey National Treasury Services plc, as
co-Agent, nor are any foreign or domestic governmental or
regulatory approvals of the proposed sale required.

MASSEY ENERGY: Virginia Court Dismisses Appeal from Jury Verdict
Massey Energy Company (NYSE: MEE) says that the Supreme Court of
Virginia has dismissed the Company's appeal from a judgment
entered on a $6 million jury verdict in the Buchanan County,
Virginia, Circuit Court.  As previously reported, a jury
verdict was rendered against the Company on August 24, 2000 in a
breach of contract action brought by Harman Mining Corporation
and affiliates, in connection with Massey's claim of force
majeure under a coal purchase agreement between Harman and a
former subsidiary of Massey.  The amount of the judgment has
been previously reserved, but the company expects to incur
interest charges on the judgment of approximately $1.2 million.  
The appeal was dismissed on technical grounds.  The Company is
considering whether to seek reconsideration of the ruling.

Separately, Massey Energy Company reported receipt Friday of a
federal income tax refund in the amount of $15.2 million.  This
refund will not have an impact on the company's earnings, since
it was previously accrued.

Massey Energy Company, headquartered in Richmond, Virginia, is
the fifth largest coal producer by revenue in the United States.

At June 30, 2002, Massey Energy's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $85 million.

MATLACK SYSTEMS: Signing-Up Trans Tech as Freight Bill Auditors
Matlack Systems, Inc., and its debtor-affiliates want to employ
Trans Tech Solutions, Inc., as their freight bill auditors.  The
Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that Trans Tech is a freight management company
specializing in invoice post and pre-audit freight bill payment

Trans Tech believes that it can recover anywhere from $250,000
to $800,000 in freight fees that were undercharged by the
Debtors. The Debtors are confident that Trans Tech possesses the
requisite resources and qualifications to perform these services
effectively, expeditiously and efficiently for the benefit of
the Debtors and their estates.

Among others, Trans Tech is expected to provide:

     - Post auditing of freight bill data for the period of
       January 1, 1999 to the present;

     - Processing under charges; Collecting of billed
       undercharge amounts discovered and filed; and

     - Weekly reporting of above-mentioned activities.

Trans Tech, at the request of the Debtors, will provide
additional auditing services that the Debtors' bankruptcy
counsel deems appropriate and necessary for the benefit of the
Debtors' estates.

If Trans Tech is successful in obtaining a recovery on behalf of
the Debtors, Trans Tech is entitled to a contingency fee of 33%
from the total recovery weekly.  Trans Tech's fees will remain
constant throughout the course of its retention, the Debtors

Matlack Systems, Inc., North America's No. 3 tank truck company,
provides liquid and dry bulk transportation, primarily for the
chemicals industry.  The company filed for chapter 11 protection
on March 29, 2001 and is represented by Richard Scott Cobb,
Esq., at Klett Rooney Lieber & Schorling.  Matlack's 8Q Report,
filed with the Securities and Exchange Commission for the month
of July 2002, lists assets of $1,172,477 and liabilities of

MEMC ELECTRONIC: Amends Euro Obligation with Texas Pacific Group
As previously reported, on November 13, 2001, an investor group
led by Texas Pacific Group and E.ON AG and its affiliates closed
the transactions contemplated by their purchase agreement dated
September 30, 2001. In connection with those transactions, TPG
acquired from E.ON and retained a 55 million Euro debt
obligation issued by the Company's Italian subsidiary that had a
maturity date of September 22, 2002. Pursuant to a restructuring
agreement between the MEMC Electronic Materials and TPG, the
Company agreed to restructure the Euro Obligation on terms set
forth in the restructuring agreement. The parties were unable to
restructure the Euro Obligation on the original terms
contemplated in the restructuring agreement.

On September 6, 2002, MEMC's Italian subsidiary and TPG amended
the Euro Obligation and issued a new promissory note evidencing
such indebtedness. Under the New Euro Obligation, 35 million
Euro will be payable on or before September 25, 2002 and 20
million Euro will be payable on or before April 15, 2003. The
New Euro Obligation is unsecured, guaranteed by the Company and
bears interest at 8%.

In connection with the foregoing amendment, TPG has agreed to
provide the Company with a new $35 million secured revolving
credit facility. The new $35 million revolving credit facility
will have a five-year term, bear interest at LIBOR plus 10%, be
secured by substantially the same collateral base that secures
the Company's $150 million revolving credit facility with
Citibank and UBS AG and contain substantially the same covenants
as the Citibank Facility. As a condition to any borrowings under
the new $35 million revolving credit facility, the Company must
have repaid the New Euro Obligation in full and must have
borrowed in full all amounts available under the Citibank
Facility.  The above transactions will have no net impact on the
Company's current level of liquidity or cash balances, and will
extend the maturity date for 20 million Euro of the 55 million
Euro Obligation from September 2002 until April 2003.

MEMC is a leading worldwide producer of silicon wafers for the
semiconductor industry. Silicon wafers are the fundamental
building block from which almost all semiconductor devices are
manufactured, such as are used in computers, mobile electronic
devices, automobiles, and other consumer and industrial
products. Headquartered in St. Peters, MO, MEMC operates
manufacturing facilities directly or through joint ventures in
every major semiconductor manufacturing region throughout the
world, including Europe, Japan, Malaysia, South Korea, Taiwan
and the United States.

As reported in Troubled Company Reporter's July 15, 2002
edition, TPG exercised its right to convert all of the 260,000
shares of Series A Cumulative Convertible Preferred Stock and
the related accumulated but unpaid preferred dividends into MEMC
common stock. Following the conversion, MEMC's common shares
outstanding increased to approximately 195.5 million shares and
TPG's ownership of MEMC's common shares increased to
approximately 175.0 million shares, or 90%. As of June 30, 2002,
the Company had approximately 70.5 million common shares

METALS USA: Santa Monica Asset Sale Hearing Set for Tomorrow
In connection with the asset sale of Harvey Titanium Ltd. and
Metals Aerospace International Inc. to Rolled Alloys LP, Metals
USA, Inc., and its debtor-affiliates sought and obtained Court
approval of the Sale Procedures, Bidding Protections and Form of
Notice of the sale.

For purposes of determining whether a higher -- but not
necessarily better -- offer has been received, all bids must be
accompanied by a standard deposit of $150,000.  Any Bid received
by the Debtors at or prior to the Auction, must exceed the
purchase price in the initial Asset Purchase Agreement by no
less than the sum of:

     -- the Break-Up Fee of $50,000, and

     -- an additional $50,000 as initial overbid.

Bidding increments after the initial overbid will be made in
minimum increments of $50,000.

Judge Greendyke will convene a Sale Hearing tomorrow, September
18, 2002.  (Metals USA Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NCS HEALTHCARE: Obtains Waiver to Discuss Omnicare Proposals
Under the Genesis Merger Agreement, NCS Healthcare, Inc., may
engage in discussions with a party making an Acquisition
Proposal, if the NCS Board determines that the proposal is, or
is likely to result in, a Superior Proposal and such party first
executes a confidentiality agreement on terms no less
restrictive than those contained in the confidentiality
agreement executed by Genesis. Although the NCS Board has not
made such a determination with respect to the Offer and various
proposals from Omnicare contemplating a merger transaction with
NCS, at the Company's request, Genesis and Subsidiary provided
the Company with a waiver dated September 10, 2002, from such
requirements in order to permit the Company to engage in
discussions with Omnicare. The foregoing waiver of the
confidentiality agreement requirement relates solely to entering
into discussions with Omnicare and not to the furnishing of any
nonpublic information. As previously disclosed, Omnicare has
been unwilling to enter into a confidentiality agreement similar
to the Genesis confidentiality agreement and, accordingly, the
Company does not currently intend to provide Omnicare with any
nonpublic information.

As a result of the Waiver, the Company intends to discuss the
Omnicare Proposals with Omnicare. However, given the provisions
of the Genesis Merger Agreement and the Voting Agreements, the
NCS Board believes it is unlikely that a business combination
with Omnicare may be consummated. The NCS Board has instructed
management not to disclose the specific terms of any discussions
or negotiations with Omnicare unless and until an agreement is
reached with Omnicare.

NCS HealthCare, Inc., is a leading provider of pharmaceutical
and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and
hospitals. NCS serves approximately 206,000 residents of long-
term care facilities in 33 states and manages hospital
pharmacies in 14 states.

NCS HealthCare's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $108 million.

NEXGEN VISION: Working Capital Deficit Tops $5M at June 30, 2002
NexGen Vision, Inc., was incorporated on October 18, 2001 under
the laws of the State of Delaware. The Company is principally
engaged, through its wholly-owned subsidiary, Cobra Vision,
Inc., in the distribution of ophthalmic polycarbonate lenses
used in eyeglasses. In addition to lens sales and distribution,
the Company also conducts operations in research and
development, in casting and print coat sales, in photochromic
lens distribution, and in licensing proprietary technologies
relating to the ophthalmic field.

NexGen is the majority owner of FB Optical Manufacturing, Inc.,
formerly known as Cannber Consulting, Inc. The Company's
subsidiary, formerly known as Cannber Consulting, Inc.,
purchased the assets of FB Optical Manufacturing, Inc., a
California corporation, on March 6, 2001 and changed its name to
FB Optical Manufacturing, Inc. on August 16, 2001. Prior to
March 6, 2001, the Company had no operations. FB California is
considered to be the Company's predecessor. The statements of
operations and cash flows for the period October 1, 2000 to
March 5, 2001 are those of FB California. The statements of
operations and cash flows for the period March 6, 2001 to June
30, 2001 are those of the Company's majority-owned subsidiary,
FB Florida. The statement of operations for the three months
ended June 30, 2001 is also that of FB Florida.

The Company, through its majority-owned subsidiary, FB Florida,
is in the business of refurbishing used optical equipment for
resale to customers in the United States and developing markets
located outside the United States. The condensed consolidated
financial statements include the accounts of the Company, its
wholly-owned subsidiary, Cobra Vision, Inc., and its majority-
owned subsidiary, FB Optical Manufacturing, Inc.

On July 26, 2002, the Company amended its agreement with the
loan holders of $1,000,000 of promissory notes. The Company was
obligated to release the principal as a guarantor on the
Company's bank line of credit by August 19, 2002, which did not
occur. In connection with this commitment, all of the shares of
Class B common stock of NexGen (which constitute the control
block) have been pledged as a guarantee that the outstanding
balance of the Company's line of credit guaranteed by the
Guarantor is paid in full or the guarantee removed. The bank
agreed to an extension until November 15, 2002. Additionally,
the Guarantor has agreed to extend the time to remove him from
the guarantee until September 30th, and if the Company pays the
bank $100,000 by September 30, 2002, the Company will have until
October 31,2002 to remove the guarantee. The Company is
currently engaged in discussions with a new bank to refinance
the loan. To assist the Company in solving this problem, an
affiliate of an investment banking firm, which firm has agreed
to raise money for NexGen in the near future, has agreed to
guarantee the new proposed loan together with the Company's
chief executive officer.

In July 2002, the Company closed its private placement of Units
by issuing 18.5 Units consisting of three Units sold for cash of
$135,000 and 15.5 Units sold in exchange for cancellation of $
697,500 of indebtedness held by the Company's chief executive
officer ($90,0000) and president ($157,500) and TRIC ($450,000).
Except for the cancellation of indebtedness instead of cash
payments, the Units were identical to the Units sold for cash.

The Company's total revenues were $ 936,665 for the three month
period ended June 30, 2002 compared to $ 64,487 for the same
period ended June 30, 2001, an increase of $ 872,178. The
increase is a result of the Company's acquisition of the Cobra
Vision business segment in April 2002. Cobra Vision's revenues
for the three months ended June 30, 2002 were $844,685. The
Company's FB Optical segment generated $91,980 of revenues
during the three month period ended June 30, 2002 compared to
$64,487 for the same period, an increase of $27,493, or 42.6%.
The change in FB Optical sales is attributed to an increased
awareness in the market and the assistance of the Cobra Vision
Sales force. Cobra Vision anticipates continued growth in sales
of distributed polycarbonate and glass ophthalmic lenses and
expects significant sales to be generated from the sale of the
NexGen Casting and Print Coat Systems planned for launch in the
first quarter of 2003.

As of June 30, 2002, the Company had a working capital deficit
of $4,929,733. The Company generated a deficit in cash flow from
operations of $ 699,902 for the nine month period ended June 30,
2002. The deficit in cash flow from operating activities for the
nine month period ended June 30, 2002 is primarily attributable
to the Company's net loss from operations of $ 3,130,364
adjusted for depreciation and amortization of $ 524,363 and an
increase in accounts payable of $ 1,502,448 assumed in
connection with the acquisition of the Cobra's business segment
in April 2002.

Current liabilities substantially exceed the Company's current
assets and it is dependent upon the sale of its Class A common
stock and other securities to pay liabilities and expand

The Company expects to commence another private placement of up
to $1,500,000 in early September through a New York-based
investment banker. Additionally, the investment banker has
discussed with the Company that it is willing to raise up to
$6,500,000 from the sale of securities. There are no assurances
the Company will be successful in raising the funds required in
both of these proposed offerings. NexGen has been advised by its
current bank that it will extend the current line of credit
until November 15, 2002 and thereby waive the existing default.
As mentioned above, NexGen is attempting to refinance this line
of credit with another bank in order to obtain more permanent
financing and remove the Guarantor from the existing line of
credit. An affiliate of the above referenced investment banker
has agreed, together with the Company's chief executive officer,
to guarantee this new line of credit.  The independent auditors
report on Cobra's December 31, 2001 financial statements
included in the Company's Report states that Cobra's recurring
losses raise substantial doubts about the Company's ability to
continue as a going concern.

O2WIRELESS SOLUTIONS: Commences OTCBB Trading Effective Sept. 16
o2wireless Solutions, Inc., received notification from the
Nasdaq Listing Qualifications Panel that it had denied
o2wireless' request for continued listing on the Nasdaq National
Market and that its common stock was delisted from the Nasdaq
Stock Market effective as of the opening of business on
September 16, 2002.

o2wireless' common stock immediately began trading on the OTC
Bulletin Board on September 16, 2002 under the symbol "OTWO.OB".
The OTCBB is a regulated quotation service that displays real-
time quotes, last sales prices and volume information in over-
the-counter equity securities.  OTCBB quoted securities are
traded by a community of registered market makers that enter
quotes and trade reports through a computer network. Information
regarding the OTCBB, including stock quotes, can be found at  Investors should contact their broker for  
further information about executing trades in o2wireless' common
stock on the OTCBB.

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

ORGANOGENESIS: Furloughs 110 Employees Due to Lack of Cash Flow
Organogenesis Inc., has temporarily halted sales of its mainstay
product, Apligraf(R), to Novartis Pharma AG until it reaches an
equitable resolution with the Swiss pharmaceutical corporation
over the product's future.

Organogenesis announced in July that it entered into discussions
with Novartis to restructure the two companies' relationship for
the supply of Apligraf living, bi-layered skin substitute. The
parties' discussions, which involve a variety of possible
solutions, have not yet concluded.

Because of its current lack of cash flow as well as any
agreement, the company has placed 110 employees on furlough for
up to two weeks as it continues to work toward a positive
resolution of the issues with Novartis that is fair to both

In a statement given to employees this week, Organogenesis'
president and chief executive officer, Steven B. Bernitz, said
the company has been focused on protecting the health of
Organogenesis and maximizing the company's opportunities for

"This is a painful but necessary step in light of our current
situation," Bernitz said. "We continue to be hopeful and look
forward to some good news within the next two weeks. The
incredible value and effectiveness of this product is
undisputed, and our goal is to resume shipping very soon and
therefore minimize the disruption to patients who can
significantly benefit from Apligraf."

Organogenesis Inc. -- was the  
first company to develop and gain FDA approval for a mass-
produced product containing living human cells. Apligraf is FDA-
approved for the treatment of diabetic foot ulcers and venous
leg ulcers. Novartis has global Apligraf marketing rights.

OWENS CORNING: Obtains Court Approval to Redevelop Florida Plant
Owens Corning and its debtor-affiliates obtained the Court's
approval to execute a postpetition redevelopment agreement with
Jacksonville City and the Jacksonville Economic Development

The agreement provides the Debtors with an economic development
grant to be used for the expansion and the addition of
industrial machinery and equipment of the Debtors' roofing
shingles plant in Jacksonville, Florida.

The grant stipulated in the agreement will be provided on an
annual basis for 10 years and will be equal to a percentage of
the incremental increase in municipal and county ad valorem
taxes paid on the personal property at the plant site, up to
$310,000. The agreement also requires the Debtors to pour a
$10,000,000 private capital investment and to create 25 full-
time equivalent jobs as a result of plant improvements. (Owens
Corning Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

OWENS CORNING: Names Stephen Krull as VP of Corp. Communications
Owens Corning announced that Stephen Krull has been named Vice
President of Corporate Communications.  In this role, his
responsibilities will be to oversee the company's national and
international corporate communications, as well as media
relations and internal communications.  Mr. Krull will report to
CEO Dave Brown and will be a member of his NLT.

Prior to accepting this position, Mr. Krull was vice president
and general counsel, operations, for the company, responsible
for day-to-day legal affairs affecting the operations of the

Prior to joining Owens Corning, Mr. Krull practiced with the
Chicago firm, Sidley and Austin.

He earned a bachelor's degree in business administration from
Eastern Illinois University and a law degree from Chicago-Kent
College of Law.

Owens Corning is a world leader in building materials systems
and composite systems.  Founded in 1938, the company had sales
of $4.8 billion in 2001 and employs approximately 19,000 people
worldwide.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.comor by calling  
the company's toll-free General Information line: 1-800-GETPINK.

OWOSSO: Auditors Doubt Company's Ability to Continue Operations
Owosso Corporation has experienced a significant downturn in its
operating results over the past two years and has been unable to
remain in compliance with its debt covenants under its revolving
credit facility. In February 2001, the Company entered into an
amendment to its revolving credit facility agreement, wherein
the lenders agreed to forbear from exercising their rights and
remedies under the facility in connection with such non-
compliance until February 15, 2002, at which time the facility
was to mature. The Company entered into a further amendment to
the facility in February 2002, which extended the maturity date
to December 31, 2002. The amendment calls for further reductions
in the outstanding balance based on expected future asset sales
and increases the interest rate charged. The Company's
consolidated financial statements were prepared on a going
concern basis of accounting and do not reflect any adjustments
that might result if the Company is unable to continue as a
going concern. However, the Company's recurring losses from
operations, working capital deficiencies, default under its debt
agreements and inability to comply with debt covenants raise
substantial doubt about its ability to continue as a going

Management of the Company has taken a series of steps intended
to stabilize and improve the operating results including the
implementation of cost and personnel reductions at the corporate
office throughout fiscal 2001 and reductions in fixed costs at
the remaining operating units, commensurate with reductions in
sales volumes. Effective February 15, 2002, the corporate
function was merged and absorbed by Stature. In order to reduce
its obligation under its revolving credit facility, the Company
completed the sale of Dura-Bond Bearing Company and Sooner
Trailer, the sale of substantially all of the assets of Cramer
and substantially all the assets of the Company's Coils segment.
Subsequent to the third quarter, the Company completed the sale
of all of the outstanding stock of Motor Products and MP-Ohio ,
which comprise a significant portion of Owosso's non-gearmotor
business, to a subsidiary of Hathaway Corporation (Nasdaq: HATH)
for $11.5 million in cash and a $300,000 note guaranteed by
Hathaway Corporation. Net proceeds from these sales were
utilized to reduce the Company's revolving credit facility.
Management intends to dispose of the real estate at the former
Cramer and Snowmax subsidiaries as soon as practicable and net
proceeds, which are expected to be between $1.5 and $2.5
million, will also be utilized to reduce the Company's revolving
credit facility. Management believes that, along with the sale
of assets, available cash and cash     equivalents, cash flows
from operations and available borrowings under the Company's
revolving credit facility will be sufficient to fund the
Company's operating activities, investing activities and debt  
maturities for fiscal 2002. As of July 28, 2002, the Company's
outstanding revolving credit facility maturing in December 2002
is $17.6 million and is classified as current on the balance
sheet. At the end of the third quarter of 2002, the Company was
not in compliance with its debt covenant requirements, however,
the Company has entered into a thirteenth amendment which
anticipates that the Company and its lenders will agree upon
replacement debt covenants. It is management's intent to
refinance the Company's revolving credit facility prior to its
maturity in December 2002. However, there can be no assurance
that management's plans will be successfully executed.

Net sales for the third quarter of 2002 decreased 17.4%, or $2.4
million, to $11.4 million, as compared to net sales of $13.8
million in the prior year quarter. Net sales from Motors, the
Company's only remaining segment, decreased 12.9% to $11.4
million in 2002, from $13.1 million in 2001. Although improved
over the first quarter of fiscal 2002, the general economic
slowdown continued to effect the Company's primary markets,
particularly the heavy truck and recreational vehicle markets.
Pricing pressures and increased Pacific Rim competition in the
healthcare market also continues to adversely affect the
Company's results. The quarter results also include the effect
of disposing of Cramer in 2001. Sales attributable to Cramer
were $708,000 in the third quarter of 2001.

For the third quarter of fiscal 2002, the Company reported a
loss from operations of $1,154,000 as compared to loss from
operations of $686,000 in the prior year third quarter. The
Motors segment reported income from operations of $386,000, or
3.4% of net sales, in the third quarter of 2002, as compared to
$1.7 million, or 12.9% of net sales, in the prior year quarter.
These results reflect     decreased sales volume and decreased
margins caused by price pressures and changes in product mix, as
well as the under absorption of overhead costs, partially offset
by a 15.1%, or $230,000, decrease in selling, general and
administration expenses.

Net loss available for common shareholders was $1.5 million, or
$.25 per share, in the third quarter of fiscal 2002, as compared
to a net loss of $1.3 million, or $.22 per share, in the prior
year quarter. Income or loss available for common shareholders
is calculated by subtracting dividends on preferred stock of
$338,000 and $330,000 for 2002 and 2001, respectively.

Cash and cash equivalents were $248,000 at July 28, 2002. The
Company had negative working capital of $10.6 million at July
28, 2002, as compared to negative working capital of $14.4
million at October 28, 2001. Net cash provided by operating
activities of continuing operations was $5.0 million as compared
to net cash provided by operating activities from continuing
operations of $727,000 in the prior period.

PAYSTAR CORP: June 30 Balance Sheet Upside-Down by $7 Million
PayStar Corporation was incorporated under the laws of the state
of Nevada on June 16, 1977.  Since that date, there have been
three changes in the name and in the capitalization resulting in
authorized common capital stock of 100,000,000 shares at $.001
par value.  On October 12, 1998, the name was changed to PayStar
Communications Corporation resulting from the acquisition of all
of the outstanding stock of PayStar Communications, Inc.  On
December 21, 1999, the capitalization was increased to include
10,000,000 shares of preferred stock at $.001 par value.  On
July 31, 2001, the name was changed to PayStar Corporation.

The Company incurred a net loss for the six months ended June
30, 2002 of $2,736,237.  Losses incurred in prior years have
contributed to a stockholders' deficit of $7,279,874.  Further,
current liabilities exceed current assets by $9,873,575.  
Accordingly, there is substantial doubt concerning the Company's
ability to continue as a going concern.  Management is currently
in the process of (1) seeking additional funding, (2) changing
its business model, (3) reducing expenses and (4) decreasing
human resources.  However, there can be no assurances that
management's efforts to restore the Company to profitable
operations will be successful.

The pay telephone industry revenues continued to deteriorate.
Management believes the downslide was due to the rapid increase
in individuals using cellular phones and, more specifically, the
refusal of major long distance companies to pay private payphone
owners the mandated compensation ordered by FTC regulators.  
This caused nearly a 50% decline in PayStar's payphone revenues
in just two short years.  As a prudent business decision,
management was compelled to re-evaluate its current business
practices relating to pay telephone operations and concluded it
could not sustain a viable business and continue to service the
payphone owners at the current levels.  Management believed that
if the owners dealt directly with a smaller company capable of
servicing their units, there might be an opportunity for them to
earn profits by eliminating PayStar's large overhead. This
transition to another service company was commenced in November
2001 and concluded as of May 1, 2002.  PayStar is no longer in
the pay telephone management business.

A similar situation arose in the Company's CTM management
business unit.  The market place experienced an increase in cash
dispensing ATMs, which affected PayStar's business model.  This
lead to a situation in which approximately a third of all CTMs
under management were located at non-performing or under-
performing locations.  In an effort to remedy this downturn, the
Company surveyed the CTM business unit owners with three options
and/or alternative choices which PayStar intends to disclose in
a registered offering filed with the Securities and Exchange
Commission and various state securities regulators:

     * Purchase Opportunity.  The company would exercise its
contractual right to purchase the machine from the owner.  The
company would execute a promissory note for the purchase of the
equipment which would be payable over a five or ten year period.
     * New Management Company.  The owner could exercise their
right to transfer the management of their business to another
service provider.

     * Stock Option.  PayStar Corporation would purchase the CTM
unit from the owner for shares of PayStar Corporation common,
144 Regulation D stock through a registered offering.

These options were initially disclosed to the CTM owners in
January 2002 and the process will not be completed until a
registration statement filed with the Securities and Exchange
Commission and state securities agencies is declared effective.  
PayStar anticipates filing a registration statement this month.

As a result of the decreased revenues from the CTM operations,
the Company was unable to pay the required service agreement
fees to the CTM owners since approximately September 2001.  A
number of CTM owners have filed complaints against PayStar,
either in court or with regulators.  The Company estimates that
the unpaid amount is approximately $725,000.

The six-month year to date consolidated revenues decreased by
82%, or $6,854,000, when comparing June 30, 2002 to June 30,
2001.  Revenue from the (a) payphone subsidiary decreased
$2,363,000, (b) CTM subsidiary decreased $3,255,000, and (c) SHS
division decreased $1,313,000.  The remainder of the revenue,
and increase of $77,000, was derived from acquisitions that were
made in 2001.

The six-month year to date consolidated cost of sales and
services increased as a percentage of sales from 69% to 48% when
comparing June 30, 2002 to June 30, 2001.  This is due to the
revenue mix in 2002 consisting mainly of monthly recurring
charges and in high margin equipment sales.

Sales and general and administrative costs decreased for the
six-month period ending June 30, 2002, as compared to June 30,
2001, by 27%, or $870,000.  The factors attributed to this
decrease are (a) salary expense, $480,000, (b) professional
fees, $290,000, (c) stock grants, $82,000 and (d) the balance
from travel and entertainment, and office expense.

With the addition of payphone assets, acquired through
acquisitions throughout 2001 and the purchase of a switch, the
depreciation expense increased by $285,000 when comparing year-
to-date June 30, 2002 to June 30, 2001.

                  Liquidity And Capital Resources

As of June 30, 2002 PayStar had $11,000 in cash.  Operating
activities generated a negative cash flow of $53,000 for the
quarter ended June 30, 2002.  The cash used in investing
activities of $277,000 was used for the purchase of equipment
and other assets.  Financing activities provided cash of $57,000
as of June 30, 2002.

The Company's future capital requirements will depend on
numerous factors, including:

     * Ability to succeed in the prepaid ATM/debit cards
     * An increase in placing and managing Internet kiosks.
     * Greater efficiency of operations.
     * Increase in the acquisition of CTMs.

PayStar management has indicated that it expects to generate
sufficient working capital to sustain operations, as well as
seeking capital funding from future private and public

PERSONNEL GROUP: Changes Name of Allegheny Personnel Svcs. Unit
Personnel Group of America, Inc., (NYSE:PGA) announced that its
Allegheny Personnel Services unit, a Pittsburgh area provider of
full-service staffing solutions specializing in Human Capital
Management, has changed its name to Venturi Staffing Partners.
Allegheny Personnel's renaming represents the continuation of a
nationwide brand harmonization across Personnel Group of
America's 100 commercial staffing operations, which is expected
to be completed by the end of this year.

Founded in 1972, Allegheny Personnel Services is one of the
oldest staffing companies in Pittsburgh and one of the largest
in the region. Allegheny Personnel Services has six offices that
serve the Greater Pittsburgh and Camp Hill/Harrisburg markets
and supplies more than 5,000 temporary employees to area
businesses each year.

"When PGA acquired Allegheny Personnel Services back in 1996,
the Company's philosophy was to acquire strong regional staffing
companies in selected markets and allow those companies to
retain their original identities," Ron Alvarado, president of
Allegheny Personnel Services, said. "When viewed on a national
level, this high degree of brand diversity has proven to be
challenging for both customers and temporary associates alike.
PGA has undertaken to brand its network of staffing companies
under the same name to eliminate the confusion and
inefficiencies inherent in multi-branded operations."

Although the face of Allegheny Personnel Services business will
take on a new look, PGA will continue to operate its business
units in a decentralized, customer-focused manner, engendering
common core values, processes and procedures. Localized customer
service and entrepreneurial flexibility will remain the
cornerstones of PGA's value proposition within the staffing

Allegheny Personnel Services provides temporary staffing,
temporary-to-hire staffing, full-time staffing, single source
management and e-business solutions. In the marketplace,
Allegheny Personnel Services focuses on high-end clerical,
administrative, secretarial, customer service, call center,
light technical, light industrial and medical placements.

The famous 18th century Italian Physicist Giovanni Venturi,
known for his groundbreaking work in fluid mechanics, inspired
the Venturi name. A Venturi is a device shaped in a manner such
that anything flowing through it speeds up and experiences a
drop in pressure.

"The new name serves as a metaphor for the service we provide
our clients," Alvarado said. "We speed needed resources to our
clients, removing the pressures they experience in dealing with
volatile staffing needs."

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations are being
rebranded "Venturi Staffing Partners" over the balance of 2002.

                        *     *     *

As previously reported in Troubled Company Reporter, Personnel
Group of America said it is "working hard to remain in
compliance with the New York Stock Exchange listing standards."
The Company continues to be monitored by the NYSE for compliance
with the business plan we submitted to the NYSE earlier this
year. The weak equity market and the balance sheet reduction in
shareholders' equity caused by the adoption of SFAS 142 have now
resulted in the Company dipping below the NYSE's $1.00 minimum
trading price and $50.0 million total shareholders' equity

"We are in ongoing discussions with the NYSE and are committed
to taking appropriate action to ensure that PGA's common shares
remain listed for trading, either on the NYSE or on another
stock exchange."

Additionally, the Company had cash on hand at the end of the
second quarter of $25.3 million, which preserves the Company's
negotiating options during discussions examining alternatives
for debt restructuring. Should those discussions not lead to a
near-term outcome, that cash on hand will be applied to debt

PRECISION SPECIALTY: Taps Parente as Special Tax Consultants
Precision Specialty Metals, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain Parente as
its Special Tax Consultant as of August 1, 2002.

The Official Committee of Unsecured Creditors in the Debtor's
chapter 11 cases retained Parente to serve as its accountants
and financial advisors.  This engagement afforded Parente a
working knowledge of tax issues on this matter.  Parente does
not believe that there is a conflict in its acting as Special
Tax Consultant to the Debtor and as financial advisor to the
Committee because Parente would be representing the Estates and
not the Debtor.

The Debtor further explains that it formerly retained Arthur
Anderson, LLC to assess the Debtor's tax issues. However, the
Los Angeles office of Arthur Andersen ceases operation in the
area. The former Arthur Andersen accountants are now with
PricewaterhouseCoopers. The Debtor asserts that the cost to
retain PwC would be substantially more than that of Parente
considering that Parente is likewise as familiar with the books
and records of the Debtor.

Parente is expected to:

     a. Assist the Debtor in preparing the Federal Form 1120 and
        applicable State corporate returns for the years ending
        December 31, 2001 and 2002, and, if required, file for
        the year ending December 31, 2000;

     b. Review the impact that the 2002 Tax Act has on the
        Debtor's tax position, particularly focusing on any
        refund opportunities related to the changes in the Net
        Operating Loss carryback rules;

     c. Provide general tax consulting as it relates to issues
        encountered by Parente in performing the services
        enumerated above; and

     d. Prepare and file amended tax returns for the Debtor for
        the tax years 1996 through 1998, inclusive.

Parente's standard hourly rates are:

          Howard S. Cohen         Principal   $335 per hour
          Joseph C. O'Neill       Principal   $250 per hour
          Michael E. Lautensack   Manager     $215 per hour
          John Talton             Manager     $160 per hour     
          Marianne Stewart        Manager     $135 per hour

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Laura Davis
Jones, Esq., at Pachulski, Stang, Ziebl, Young & Jones P.C.
represents the Debtor on its restructuring efforts.

PROCOM TECHNOLOGY: Wants to Transfer Listing to Nasdaq SmallCap
Procom Technology Inc. (NASDAQ: PRCM), a leading developer and
worldwide provider of network attached storage solutions, is
taking steps to transfer the listing of its stock from the
Nasdaq National Market to the Nasdaq SmallCap Market. This
transfer is subject to the approval of Nasdaq's Listing
Qualifications Panel.

The company is taking the steps necessary to apply for the
transfer following notification by Nasdaq on July 22, 2002 that
it did not, for a period of 30 consecutive days, meet the $1
minimum bid price per share requirement for continued listing on
the NNM. Procom has until Oct. 21, 2002 to comply with the NNM
minimum bid price requirement for continued listing. The company
can achieve compliance with this requirement if it trades, for a
period of at least 10 consecutive trading days, above $1 per
share before that date.

Transfer to the Nasdaq SmallCap Market, if approved, makes
available a 180-day grace period, expiring Jan. 18, 2003, to
demonstrate compliance with the $1 minimum bid price for a
period of 10 consecutive trading days. If necessary, the company
will also then be eligible for an additional 180-day grace
period to demonstrate compliance provided it meets Nasdaq
listing criteria, other than the minimum bid price, for the
SmallCap Market. Furthermore, Procom may be eligible for
transfer back to the Nasdaq National Market if, by the end of
all grace periods, its bid price maintains the $1 per share
requirement for 30 consecutive trading days and the company has
maintained compliance with all other applicable listing
requirements. It is expected that Procom will retain the trading
symbol "PRCM" and investors and other interested parties will
see no difference in how they obtain stock price quotes or news
about the company following the company's transfer to the Nasdaq
SmallCap Market.

"This decision does not affect Procom's business operations, nor
does it change our strategic focus," said Alex Razmjoo, Procom's
chief executive officer. "We are continuing to execute on our
plan to be a major provider of storage solutions to the under-
served midrange NAS market."

There can be no assurance the Nasdaq Listing Qualifications
Panel will grant the company's request to transfer the listing
of its stock from the NNM to the Nasdaq SmallCap Market. If the
company has not met the minimum bid price requirement at the
expiration of all grace periods, or otherwise fails to satisfy
the applicable Nasdaq listing requirements, the common stock may
be subject to delisting from the SmallCap Market, in which event
the company's securities may be quoted in the over-the-counter

The value leader in NAS filers, Procom Technology has been
designing and producing enterprise-class storage solutions for
Fortune 2000 companies since 1987. The company has an installed
base of more than 1,500 NetFORCE units and 25,000 installations
of DataFORCE, Procom's previous flagship product line. Procom is
headquartered in Irvine, Calif., and maintains a global presence
with offices in 10 countries. More information is available by
telephone at 800-800-8600, toll free; e-mail at;
or on the Web at

PSINET INC: Resolves Dispute with Alpine over Lucent Equipment
Alpine and PSINet Liquidating LLC now want to resolve the
dispute pertaining to the Lucent Equipment located in the United

Accordingly, the parties seek the Court's approval for this
Stipulation with these terms:

1. PSINet acknowledges the validity and unavoidability of the
   security interest held by Alpine relating to the U.S.

2. The Lucent Claim as it pertains to the U.S. Equipment will be
   deemed an allowed claim for $21,323,789.28, consisting of a
   secured portion in an amount equal to the value of the
   Equipment as determined according to this Stipulation and an
   unsecured portion in an amount equal to the balance, if any;

3. To determine the value of the secured portion of the claim:

   a. The parties agree to hire Reid Krakower of Continental
      Plants Corp. (the Liquidator) to liquidate the U.S.
      Equipment for the benefit of Alpine;

   b. The parties agree to cooperate with the Liquidator in the
      sale of the U.S. Equipment;

   c. The Liquidator will market the U.S. Equipment for sale on
      terms and conditions mutually acceptable to the parties;

   d. The Liquidator's fees and reimbursement of expenses will
      be paid solely from the proceeds of the sale of the U.S.

   e. Alpine will be solely responsible for any claims or causes
      of action asserted or assertable against the Liquidator in
      connection with the liquidation of the U.S. Equipment;

   f. Unless otherwise extended by the parties, the Liquidator
      will market the U.S. Equipment for sale for a 90 day
      period commencing within 5 days of the Court's approval of
      this Stipulation;

   g. In the event that the marketing and sales process extends
      beyond the first 45 days of this 90 day period, Alpine
      will be solely responsible for all of the go-forward costs
      associated with PSINet's continued possession of the U.S.
      Equipment during the marketing process;

   h. Any portion of the U.S. Equipment that is not sold will be
      deemed abandoned to Alpine, at a value to be agreed to by
      the parties or otherwise determined by the Bankruptcy

   i. As a distribution on account of its secured claim, Alpine
      will receive all the net proceeds from the sale of the
      U.S. Equipment, after payment of the Liquidator's
      commission, fees and expenses associated with liquidating
      the U.S. Equipment; and

   j. The distribution will satisfy in full any lien,
      encumbrance, security interest or other rights that Alpine
      may have with respect to the U.S. Equipment, but not with
      respect to the Previously Sold Lucent Equipment;

4. Alpine's allowed unsecured claim with respect to the U.S.
   Equipment will be equal to $21,323,789.28 minus the gross
   proceeds received from the sale of the U.S. Equipment;

5. PSINet will provide Alpine with not less than 10 days'
   written notice of its intention of making an Initial
   Distribution, as defined in the Plan, to creditors holding
   Allowed General Unsecured Claims under the Plan;

6. The parties agree to continue good faith negotiations towards
   resolution of any outstanding issues relating to the
   Previously Sold Lucent Equipment including Alpine's
   reasonable access to all documents relating to the sale of
   the Previously Sold Lucent Equipment; and

7. This Stipulation is in full compromise and settlement of all
   disputes relating to the Lucent Claim as it pertains to the
   U.S. Equipment. (PSINet Bankruptcy News, Issue No. 27;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)    

PUMATECH: Fails to Maintain Nasdaq Continued Listing Standards
Pumatech, Inc. (Nasdaq:PUMA), the leading provider of
synchronization software and services, has received a notice
from the Nasdaq National Market stating its intent to de-list
Pumatech's common stock for failure to maintain compliance with
the $1.00 minimum bid price requirement of Nasdaq Marketplace
Rule 4450(a)(5). Pumatech has appealed the decision, and the de-
listing has been delayed pending a hearing before the Nasdaq
Qualifications Panel. The hearing date has not yet been

The Company is currently evaluating various alternatives to
present to the Nasdaq Listing Qualifications Panel, including a
reverse stock split. The Nasdaq staff also indicated that
Pumatech currently qualifies to have its securities transferred
to the Nasdaq SmallCap Market. The Company's Board of Directors
has approved implementing one or more reverse stock splits, and
if approved by stockholders at the Company's annual stockholder
meeting on Dec. 6, 2002, the Company believes that a reverse
stock split could result in Pumatech regaining compliance with
Nasdaq's minimum bid requirement.

"Pumatech intends to take all necessary steps to address the
potential de-listing of its securities from Nasdaq," said
Woodson (Woody) Hobbs, Pumatech president and CEO. "We have made
significant progress in cutting our operating costs and focusing
on our core products during the past six months, and continue to
believe in the fundamental strength of our business."

Pumatech, Inc., (Nasdaq:PUMA) provides organizations with a
comprehensive suite of software products and services that
synchronizes and distributes critical information throughout an
enterprise. Organizations can choose to use Pumatech's ready-
made enterprise offerings, or they can leverage Pumatech's
professional services team to create custom solutions built upon
Pumatech's core enterprise platform. Pumatech's customer and
strategic partner base includes Global 2000 companies such as
Siebel, Oracle, Yahoo!, NTT DoCoMo, Boeing, CNET and General
Motors. The Company has headquarters in Silicon Valley, Tokyo
and London. Pumatech offers more information on its products and
services at

RADIO UNICA: Nasdaq Knocks-Off Shares Effective Sept. 16, 2002
Radio Unica Communications Corp., received notice from the
Nasdaq Listing Qualifications Panel that the Company's Common
Stock was delisted from the Nasdaq National Market effective on
the opening of trading on September 16, 2002 for failure to
comply with the minimum net tangible assets requirement or the
minimum stockholders equity requirement. The Company began trade
on the OTC Bulletin Board under the same ticker symbol, UNCA.

Radio Unica Communications Corp., based in Miami, Florida, is
the only national Spanish-language radio network in the country
and reaches approximately 80% of Hispanic USA through a group of
owned and operated stations and affiliates located nationwide.  
The Company's operations include the Radio Unica Network and an
owned and/or operated station group covering the top U.S.
Hispanic markets including Los Angeles, New York, Miami, San
Francisco, Chicago, Houston, San Antonio, McAllen, Dallas,
Fresno, Phoenix, Sacramento, Denver and Tucson.

RESOURCE AMERICA: Issuing $125 Million Notes to Pay Down Debts
Resource America Inc., (NASDAQ:REXI) intends to sell on a
private placement basis under Rule 144A of the Securities Act of
1933 $125 million aggregate principal amount of senior notes due

The Company intends to use the proceeds from the sale of the
Notes to pay down credit facilities and other debt.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements under the Securities Act.

Resource America, Inc., is a proprietary asset management
company that uses industry-specific expertise to generate and
administer investment opportunities for our own account and for
outside investors in the energy, real estate and equipment
leasing industries.

                         *    *    *

As reported in Troubled Company Reporter's July 23, 2002,
Moody's Investors Service upgraded the senior implied rating for
Resource America, Inc., to B2 from B3, and confirmed its senior
unsecured rating at Caa1. The outlook is stable.

Moody's noted, "RAI has made progress in executing a prudent
growth strategy, and has demonstrated an increased degree of
focus in its real estate and energy businesses. Furthermore, the
Company has delivered steady earnings while maintaining
acceptable leverage levels. Moody's expects RAI will continue to
prudently manage its growth, especially in its newly formed
leasing organization. Also, mortgages in RAI's real estate
portfolio carry favorable loan-to-value ratios."

SAFETY-KLEEN CORP: Signs-Up Grant Thornton as Tax Accountants
Grant Thornton LLP is a leading global accounting, tax, and
business advisory firm dedicated to serving the needs of public
and private middle-market companies.  Founded in 1924, Grant
Thornton serves its clients through 50 offices in the United
States, and in more than 650 offices in 109 countries through
Grant Thornton International.  Grant Thornton has been retained
as accountants, financial advisors, and/or tax advisors to
render professional services to debtors, creditors, creditors'
committees, investors, and others in Chapter 11 cases.

Now, Safety-Kleen Corp., and its debtor-affiliates also want to
employ and retain Grant Thornton to provide accounting support
services, nunc pro tunc to August 12, 2002.

As part of their overall plan to improve the operations of the
"Branch Sales and Service Division" in an attempt to
successfully emerge from bankruptcy, the Debtors have identified
the need to retain an experienced firm to assist with various
accounting and administrative needs to improve business
processes and controls.  Michael W. Yurkewicz, Esq., at Skadden
Arps, relates that employees from Arthur Anderson LLP originally
satisfied the Debtors' need for staffing assistance.  However,
upon Arthur Anderson's well-publicized exit from the industry,
the Debtors were forced to explore other alternatives.

The Debtors believe that Grant Thornton LLP possesses all the
skills, qualifications, and experience necessary to provide the
various accounting, finance, and administrative needs -- at
significantly lower rates than the hourly rates charged by
larger accounting firms.  In fact, Grant Thornton LLP will
perform some of the same services that Arthur Andersen
previously provided to the Debtors at significantly reduced
rates.  Some Grant Thornton employees working on these matters
will be former Arthur Andersen employees who were involved in
providing similar services to the Debtors in these Chapter 11

                        The Engagement Letter

Under the terms of an engagement letter between the Debtors and
Grant Thornton dated August 29, 2002, Grant Thornton is to
provide personnel to assist the Debtors' staff with various
needs, including but not limited to:

(a) asset verification;

(b) accounting reconciliation;

(c) verification of information in various data bases such as
    the Debtors' customer data base, real estate lease database
    and equipment lease database;

(d) research, as directed by the Debtors;

(e) the performance of administrative functions as directed by
    the Debtors;

(f) the collection, analysis, preparation, presentation and
    dissemination of information as directed by the Debtors'
    personnel; and

(g) ensuring compliance with established company controls,
    practices and procedures as directed by the Debtors'

Grant Thornton will provide personnel to the Debtors on a
temporary basis.  Each time the Debtors request Grant Thornton's
assistance for a discrete project, the Debtors will complete an
authorization form for that project.  Grant Thornton has
reserved the right to refuse to accept any new project in its
sole discretion.  Either party may terminate the arrangement
upon thirty days' prior written notice to the other party.

                       The Debtors' Duties

The Debtors will be responsible for all services rendered and
expenses incurred by Grant Thornton LLP prior to the date of
termination.  The Debtors will be responsible for providing
Grant Thornton's personnel with access to all individuals and
tools necessary to perform the Accounting Services pursuant to
the Engagement Letter and the Debtors will be responsible for
obtaining all consents from third parties required to permit and
authorize such access.  The Debtors have agreed to indemnify
Grant Thornton LLP against any claim or claims arising out of
the Debtors' failure to obtain any such consent.

                      Grant Thornton's Duties

The employees of Grant Thornton who provide Accounting Services
to the Debtors pursuant to the Engagement Letter will remain
employees of Grant Thornton, and Grant Thornton will continue to
be responsible for their salaries, tax withholdings,
unemployment insurance, workers' disability and compensation,
Social Security contributions, and employee benefits such as
vacation, sick pay, insurance, pension, and profit-sharing
benefits.  Furthermore, each party to the Engagement Letter is
an independent contractor with no authority to bind the other.

The Debtors assure Judge Walsh that Grant Thornton's services
will not overlap or duplicate the services provided by other
retained professionals.


W. Kelley Jones, a partner at Grant Thornton, advises Judge
Walsh that Grant Thornton 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.  To the best of the firm's and Mr. Jones'
knowledge, the principals, professionals and employees of Grant

(a) do not have any connection with the Debtors, their
     creditors, or any other party-in-interest, or their
     respective attorneys or accountants,

(b) do not hold or represent an interest adverse to the
     estates, and

(c) are "disinterested persons" under Section 101(14) of
     the Bankruptcy Code, as modified by Section 1107(b)
     of the Bankruptcy Code.

Mr. Jones asserts that his research did not reveal any fact or
situation, which would represent a conflict of interest for
Grant Thornton with regard to the Debtors.  Nevertheless, Mr.
Jones tells the Court that Grant Thornton regularly provides
services related to bankruptcy and troubled loans to creditors
of the Debtors like Alliance Capital Fund, Banque Indosuez, CIT
Group/Business Credit Inc., Citibank Mortgage, Inc., First
Union/Wachovia, Merrill Lynch Shares, PricewaterhouseCoopers,
Ryder Truck Rentals, Summit Bank (now Fleet), The Chase
Manhattan Bank, US Bank, and Wachovia Bank.  However, Mr. Jones
emphasizes, Grant Thornton has not provided any of these  
services to these creditors in relation to these Chapter 11

Mr. Jones further discloses that David Martin, a partner in
Grant Thornton's Orlando office, is the brother of Brian Martin,
the newly appointed controller of the Debtors.  "David Martin is
not and will not be personally involved in any of the services
by Grant Thornton to the Debtors, nor is he located in any of
the offices that will be providing those services," Mr. Jones

                     Professional Compensation

Grant Thornton will calculate its fees based on the time
required to complete the assignment, plus all reasonable and
necessary travel related and other out-of-pocket costs incurred.  
The current hourly rates charged by Grant Thornton in connection
with this engagement for any staff are:

      Experienced Partners and National Directors      $200
      Partners and Principals                          $175
      Senior and Experienced Managers                  $160
      Managers                                         $150
      Senior Associates Level III-II                   $125
      Senior Associates Level I                        $115
      Associates Level II                              $115
      Associates Level I and Paraprofessionals         $105

Grant Thornton LLP has advised the Debtors that the rates set
forth are less than Grant Thornton's standard hourly rates for
audit and accounting services.  Grant Thornton's usual rates

           $450 - $475      partners
           $200 - $315      managers
           $115 - $150      associates and paraprofessionals

The rates in this Application are subject to being revised in
accordance with the regular hourly rates of Grant Thornton LLP
in effect as the engagement progresses.

                      Nunc Pro Tunc Engagement

Because their needs were immediate, the Debtors asked Grant
Thornton to start providing accounting services on August 12,
2002.  The Debtors contend that Grant Thornton should not be
penalized for providing services prior to Court approval.  
Accordingly, the Debtors believe that it is appropriate to
compensate Grant Thornton for the fees and expenses it has
incurred beginning on August 12, 2002. (Safety-Kleen Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,

SLI INC: Del. Court Approves $20 Million Interim DIP Financing
SLI Inc., announced that the U.S. Bankruptcy Court of the
District of Delaware has approved the Company's request for $20
million of interim funding under the $35 million debtor-in-
possession financing facility provided by a consortium of banks,
including lead lender and administrative agent, Fleet Bank.  The
facility will be used to fund continuing operations, pay
employees, and purchase goods and services during the
restructuring period.  All suppliers will be paid on existing
terms for goods furnished and services provided after the filing

As reported on September 9, 2002, the Company announced that in
order to facilitate a financial restructuring, the Company and
its United States subsidiaries have filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
The Chapter 11 filing does not include the Company's non-United
States operations, such as those in Europe, Latin America, or

The Company's Chairman and Chief Executive Officer Frank Ward
said he was pleased with the Bankruptcy Court's approval of
essentially all of the "first-day" orders, including the order
authorizing the interim DIP financing.

"We anticipate that the combination of DIP financing and cash
flow from our businesses will provide adequate funding for our
post-petition suppliers and employee obligations and business
investments", said Mr. Ward.

Under the terms of the DIP, the Company has agreed to pursue a
possible sale of one or more lines of its business.

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

For more information, visit its Web site:

SPECTRASCIENCE: Files for Chapter 7 Liquidation in Minneapolis
SpectraSCIENCE, Inc. (OTCBB:SPSI), has filed for protection from
its creditors under Chapter 7 of the U.S. Bankruptcy Code. The
filing was made in the U.S. Bankruptcy Court in Minneapolis,
Minnesota. The filing follows SpectraSCIENCE's unsuccessful
attempts to complete a financing transaction in order to be able
to financially execute its current business plan. SpectraSCIENCE
ceased operations on Friday, September 13, 2002.

SpectraSCIENCE intends that the proceeds from the sale of its
assets in connection with the bankruptcy proceeding will be used
to pay its creditors and any remaining proceeds from the sale of
its assets after payment in full to all of its creditors will be
distributed to SpectraSCIENCE's shareholders.

STANDARD MEMS: Case Summary & 20 Largest Unsecured Creditors
Debtor: Standard MEMS, Inc.
        3 New England Executive Park
        Burlington, MA 01803

Bankruptcy Case No.: 02-12690

Chapter 11 Petition Date: September 16, 2002

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Mark E. Felger, Esq.
                  Cozen O'Connor
                  1201 N. Market Street, Suite 1400
                  Wilmington, DE 19801
                  Fax : 302-295-2013

Estimated Assets: $10 to $50 Million

Estimated Debts: $10 to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
MEMC Electronic Materials, Inc.                     $1,055,836
Attn: Larry Rock
PO Box 730195
Dallas, Texas
(536) 474-5675

Innovion                                              $861,048
2121 Zanker Road
San Jose, CA 95131
(408) 501-9100

PG&E                                                  $807,332
Gracie of Jennifer Scott
PO Box 997300
Sacramento, California 95898-7300

Morrison & Foerster, LLP                              $820,585
PO Box 80000
San Francisco, CA 94160-2497

RITE TRACK                                            $598,652
Attn: Ted Bettes
8655 Rite Track Way
West Chester, Ohio 45069
(513) 881-7820

Applied Materials, Inc.                               $551,603
Attn: Cindy Souze
Spare Parts 2801 Scott Blvd.
Santa Clara, CA 95050
(406) 748-5187

Citicorp Vendor                                       $333,903
Finance - 10938411
700 E. Gate Drive
Mount Laurel, New Jersey 08054
(800) 527-8451

Karl Suss America, Inc.                               $315,042
PO Box 1311
Williston, VT 05495

ASM Lithography                                       $306,686
Attn: Mary
2833 Junction Ave.
Suite 101
San Jose, California 95134
(406) 383-4161

Callaham-Pentz Properties                            $302, 984
Buckeye Two
c/o GS Mgmt. Co.
5674 Sonoma Drive
Pleasanton, California 94566

PRI Automaton, Inc.                                   $237,942

Agilent Technologies                                  $210,440

Surface Technology Systems                            $209,373

Connecticut General Life Insurance Co.                $197,747

SAP America, Inc.                                     $195,300

Unaxis USA, Inc.                                      $185,028

AIR Products and Chemicals, Inc.                      $176,408

Shipley Company, LLC                                  $157,069

Standard Microsystems Corporation                     $135,545

PRI Automaton, Inc.                                   $123,710

STAR TELECOMMS: Liquidating Plan Declared Effective on August 13
As previously reported in the Troubled Company Reporter's August
12, 2002 edition, the U.S. Bankruptcy Court for the District of
Delaware confirmed Star Telecommunications, Inc.'s First Amended
Liquidating Chapter 11 Plan.  The Plan took effect on August 13,

Pursuant to the Article 2, Section B.7 of the Plan, all
interests in the Debtor, including equity securities shall be
deemed canceled as of the Effective Date. All persons/entities
entitled to seek claims against the Debtor's estates should file
their proofs of claims on:

     Rejection Claim Bar Date     October 4, 2002
     Administrative Bar Date      September 13, 2002
     Final Fee Application        October 13, 2002

A copy of all proofs of claim must be afforded to:

     i) Claims Agent
        Star Telecommunications, Inc.
        c/o Robert L. Berger & Associates, LLC
        PMB 1005
        10351 Santa Monica Blvd., Suite 101A
        Los Angeles, CA 90025
    ii) Liquidating Trustee
        Star Liquidating Trustee
        223 East De La Guerra
        Santa Barbara, CA 93101

A hearing on all timely-filed applications is currently
scheduled on December 16, 2002 at 4:00 p.m (Eastern Time) before
the Honorable Judge Mary F. Walrath.

Star Telecommunications, Inc., a leading provider of global
telecommunications services to consumers, long distance
carriers, multinational corporations and Internet service
providers worldwide, filed for chapter 11 protection on March
13, 2001. Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young & Jones represent the Debtor in its restructuring effort.
When the company filed for protection from its creditors, it
listed $630,065,000 in assets and $284,634,000 in debts.

STERLING CHEMICALS: Files Second Joint Chapter 11 Plan in Texas
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXX),
Sterling Chemicals, Inc. and certain of their direct and
indirect U.S. subsidiaries filed their second proposed plan of
reorganization and related disclosure statement with the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division.  Sterling Chemicals Holdings, Inc., and most of its
U.S. subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code on July 16, 2001.

"The filing of our amended reorganization plan is a major step
in our financial restructuring," said David G. Elkins,
Sterling's President and Co-Chief Executive Officer.  "The plan
is based on an overall structure that has the support of the
representatives of all our major creditor groups. Although a lot
of work remains to be done, our goal is to have the plan
confirmed and consummated by the end of the year.  The plan will
help us achieve one of our primary objectives, which is to
emerge from Chapter 11 with a much-improved and viable capital

The second proposed plan of reorganization, as filed,
contemplates a reorganization of Sterling around its core
petrochemicals business. Sterling's pulp chemicals business
would be sold at the time Sterling emerges from bankruptcy, with
the proceeds being used to provide $80 million of Sterling's
exit financing requirements and to partially repay Sterling's
obligations under its 12-3/8% Senior Secured Notes due 2006.  
Under the proposed plan, Sterling's obligations under its
12-3/8% Senior Secured Notes would be retired in exchange for
cash from the proceeds of the sale and new senior secured notes
issued by the Company.  The proposed plan calls for the infusion
of $60 million in new equity capital at the time Sterling
emerges from Chapter 11, all of which will be provided by
Resurgence Asset Management, L.L.C., subject to the right of
Sterling's unsecured creditors to participate in the investment
in an amount up to $30 million in the aggregate.  Under the
proposed plan, the common equity of Sterling's petrochemicals
business will be owned 1.3% by the holders of Sterling's exiting
13-1/2% Senior Discount Notes, 11.7% by the remaining unsecured
creditors of Sterling and 87% by Resurgence Asset Management,
L.L.C. and those unsecured creditors participating in the new
equity investment.  The interests of Sterling's current
stockholders would be eliminated, and Sterling's obligations to
its existing unsecured creditors would be extinguished.

Based in White Plains, New York, Resurgence Asset Management,
L.L.C. is a leading global private investment firm with
approximately $1.3 billion in assets under management.

The disclosure statement is subject to the approval of the
Bankruptcy Court before being mailed to creditors in connection
with their consideration of approval of the plan.  As bankruptcy
law does not permit solicitation of an acceptance or rejection
of a plan of reorganization until a disclosure statement
relating to the plan is approved by the Bankruptcy Court, this
announcement is not intended to be, nor should it be construed
as, a solicitation for a vote on the plan.  Sterling will emerge
from Chapter 11 if and when the plan receives the requisite
creditor approvals and is confirmed by the Bankruptcy Court.  
The plan is subject to supplementation, modification and
amendment prior to confirmation.

The entities included in the Chapter 11 bankruptcy proceeding
own and operate Sterling's manufacturing facilities in Texas
City, Texas; Pace, Florida; and Valdosta, Georgia.  Sterling's
foreign subsidiaries, including those in Canada, Australia and
Barbados, are not included in the bankruptcy cases.

Based in Houston, Texas, Sterling Chemicals Holdings, Inc., is a
holding company that, through its operating subsidiaries,
manufactures petrochemicals, acrylic fibers and pulp chemicals,
and provides large-scale chlorine dioxide generators to the pulp
and paper industry.  Sterling has a petrochemicals plant in
Texas City, Texas; an acrylic fibers plant in Santa Rosa County,
Florida; and pulp chemical plants in Grande Prairie, Alberta;
Saskatoon, Saskatchewan; Thunder Bay, Ontario; Vancouver,
British Columbia; Buckingham, Quebec and Valdosta, Georgia.

TRANSCARE: Retains Nixon Peabody as Special Corporate Counsel
TransCare Corporation and its debtor-affiliates want the U.S.
Bankruptcy Court for the Southern District of New York to give
them authority to retain Nixon Peabody LLP as special corporate,
regulatory and litigation counsel.

The Debtors tell the Court that Nixon Peabody has been the
Debtors' counsel in corporate, regulatory and litigation matters
for many years.  The Debtors want Nixon Peabody's legal services
to continue without interruption.

The Debtors tell the Court that they have selected Nixon Peabody
the Firm's attorneys have extensive experience and knowledge in
the fields of general corporate and commercial law, health care
regulatory law, and litigation, among others.  Particularly,
Nixon Peabody also has extensive experience with the Debtors'

If the Debtors are not permitted to retain Nixon Peabody as
their special counsel, the Debtors believe that they would be
unduly prejudiced by the time and expense necessarily required
for any other counsel, to familiarize themselves with the
matters in which Nixon Peabody has been retained pre-petition.

Nixon Peabody will be requested to perform all necessary
services as the Debtors' special counsel for corporate legal
matters, regulatory matters, and certain litigation matters,
including, without limitation, providing the Debtors with
advice, representing the Debtors, and preparing all necessary
documents on behalf of the Debtors.

The professionals' hourly rates presently designated to
represent the Debtors are:

          Attorneys       $240 to $535 per hour
          Paralegals1     $115 to $165 per hour

TransCare, a privately held corporation, is one of the largest
privately owned providers of ambulance and ambulette services in
the United States, providing both emergency and non-emergency
services, primarily on a fee-for-service basis. The Company
filed for chapter 11 protection on September 9, 2002. Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher represents the
Debtors in their restructuring efforts. When the Debtors sought
protection from its creditors, it listed an estimated assets of
$10 million to $50 million and debts of over $100 million.

TYCO INT'L: Board Declares Regular Quarterly Cash Dividend
The Board of Directors of Tyco International Ltd. (NYSE: TYC,
LSE: TYI, BSX: TYC), has declared a regular quarterly cash
dividend of one and one quarter cents per common share. The
dividend is payable on November 1, 2002 to shareholders of
record on October 1, 2002.

Tyco International Ltd., (NYSE: TYC; LSE: TYI; BSX: TYC) 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 reported fiscal 2001
revenues from continuing operations of approximately $34

Tyco International Group's 6.75% bonds due 2011 (TYC11USR1) are
trading at 76.5 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

UNIFORET INC: Court Extends CCAA Protection Until December 12
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc., have obtained from the
Superior Court of Montreal an order extending for an additional
period of 90 days, expiring on December 12, 2002, the Court
protection afforded to the Company under the "Companies'
Creditors Arrangement Act".

As already announced, the meeting of the class of US
Noteholders-creditors to vote on the amended plan of arrangement
is still temporarily suspended, following the institution of
proceedings by a group of US Noteholders, until the composition
of that class of creditors is settled. The representations
concerning these proceedings were completed on March 15, 2002.
The Company awaits the decision of the Court and shall have a
new press release issued once this decision has been rendered.

The Company intends to keep on its current operations and its
customers are not affected by the Court order. Suppliers who
will provide goods and services necessary for the operations of
the Company will continue to be paid in the normal course of

Uniforet Inc., is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.

UNIROYAL TECHNOLGY: Retaining Ordinary Course Professionals
Uniroyal Technology Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to let
them continue employing professionals to which the Company's
turned for services in the ordinary course of their business,

     i) attorneys who represent the Debtors in regulatory
        matters or local matters in a specific jurisdiction,

    ii) accountants, tax advisors, auditors,

   iii) employee benefit consultants, and

    iv) environmental consultants.

The Debtors want to continue employing the Ordinary Course
Professionals without filing formal retention or fee
applications for each firm.  The Debtors tells the Court that it
would be burdensome, impractical and inefficient to require each
individual Ordinary Course Professional to apply separately to
this Court for approval of its retention and/or the compensation
owed by the Debtors. Moreover, many of the Ordinary Course
Professionals are unfamiliar with the fee application process
employed in a bankruptcy case and might be less inclined to work
with the Debtors if they were forced to adhere to such

The Debtors proposes that they will pay the Ordinary Course
Professionals, 100% of the fees and disbursements to each upon
submission of an appropriate invoice. Such fees and
disbursements must not exceed a total of $15,000 per month per
Professional, and no more than $40,000 per month for all
Ordinary Course Professionals.

With respect to Deloitte, the Debtors' lender requires that the
Debtors provide audited financial statements by the end of the
calendar year 2002. The Debtors propose that from September
through December 2002, the fees and disbursements of Deloitte
shall not exceed a total of $50,000 per month or $200,000 in the
total aggregate. After them, the Caps set forth for the Ordinary
Course Professionals shall apply to Deloitte.

The Debtors further relates that if they lose the expertise and
background knowledge of certain of these Ordinary Course
Professionals, the estates undoubtedly will incur additional and
unnecessary expenses. The Debtors will be forced to retain other
professionals without such background and expertise. The Debtors
maintain that it is in the best interest of their bankruptcy
estates to avoid any disruption in the professional services
required in the day-to-day operation of their businesses.

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

UNITED AIRLINES: Promises to Work with ATSB on Recovery Plan
United Airlines (NYSE: UAL) issued the following statement
regarding its continued recovery efforts:

     "The coalition of union leaders representing United's
organized employees has told United it will provide an
alternative framework for participation in United's financial
recovery plan by approximately September 19. We're encouraged
that our conversations remain positive and productive, and we're
appreciative of the coalition's efforts. We will work with the
ATSB to ensure that we can update the business plan the company
intends to provide to the board after we receive the coalition's
alternative framework."

                         *    *    *

As reported in Troubled Company Reporter's Sept. 5, 2002
edition, Standard & Poor's said its CCC ratings given to UAL
Corp., and its subsidiary United Air Lines Inc., remain on
CreditWatch with developing implications.

Standard & Poor's ratings could be lowered if progress toward a
financial restructuring does not materialize, or if such a plan
includes defaulting on debt instruments; alternatively, ratings
could be raised if such a plan is concluded successfully.

UNITED AIRLINES: Union Intends to Provide Alternative Framework
Friday afternoon the United Airlines Union Coalition delivered a
letter to United Airlines Chief Executive Officer Glenn F.
Tilton outlining the Coalition's intention to provide United
with an alternative framework that will allow the Company to
access substantial near-term lending by approximately September
19, 2002.

The text of the letter follows:

    "Dear Mr. Tilton:

    "Following our meeting of September 4, 2002, we have
continued to work with our advisors and each other on the terms
of an alternative framework that will enable the Company to
access substantial near-term lending.

    "At this point in our process, we intend to provide the
Company with an alternative framework by approximately September
19, 2002. We are confident that the alternative framework will
enable the Company to provide the ATSB with supplemental
materials in support of the Company's pending application before
the ATSB and trust that you will take steps to ensure that the
Company can file such materials after September 16th."

US AIRWAYS: Court OKs KPMG's Retention as Debtor's Tax Advisors
US Airways Group and its debtor-affiliates obtained Court's
permission to employ KPMG LLP as its auditors and tax advisors.  

The Debtors anticipate that KPMG will:

  (a) audit and review examinations of the financial statements
      of the Debtors as may be required from time to time;

  (b) analyze accounting issues and advise the Debtors'
      management regarding the proper accounting treatment of

  (c) assist in the preparation and filing of the Debtors'
      financial statements and disclosure documents required by
      the Securities and Exchange Commission;

  (d) assist in the preparation and filing of the Debtors'
      registration statements required by the Securities and
      Exchange Commission in relation to debt and equity

  (e) review and assist in the preparation and filing of
      tax returns;

  (f) advise and assist the Debtors regarding tax planning
      issues, including assistance in estimating net operating
      loss carryforwards, international taxes, and state and
      local taxes;

  (g) assist regarding transaction taxes, state and local
      sales and use taxes;

  (h) assist regarding tax matters related to the Debtors'
      pension plans;

  (i) assist regarding real and personal property tax
      matters, including review of real and personal property
      tax records, negotiation of values with appraisal
      authorities, preparation and presentation of appeals to
      local taxing jurisdictions and assistance in litigation of
      property tax appeals;

  (j) assist regarding any existing or future Internal
      Revenue Service, state and/or local tax examinations;

  (k) provide other consulting, advice, research, planning or
      analysis regarding tax issues as may be requested;

  (l) advise and assist on the tax consequences of proposed
      plans of reorganization, including assistance in the
      preparation of IRS ruling requests regarding the future
      tax consequences of alternative reorganization structures;

  (m) perform other related accounting and tax services
      for the Debtors as may be necessary or desirable.

KPMG's compensation for professional services rendered to the
Debtors will be based on the hours expended by each assigned
staff member at the corresponding hourly billing rate.  The
Debtors have agreed to compensate KPMG for professional services
rendered at its normal and customary hourly rates.  In the
normal course of business, KPMG revises its hourly rates on
October 1 of each year.  The current customary hourly rates for
accounting and tax services by KPMG are:

      Accounting and Audit Services:  Hourly Rate
      ------------------------------  -----------
      Partners/Principals             $500 - 650
      Managing Directors/Directors     500 - 600
      Senior Managers/Managers         325 - 600
      Senior/Staff Consultants         225 - 325
      Associates                       175 - 200
      Paraprofessionals                100 - 110

      Tax Advisory Services:
      Partners/Principals/Directors   $500 - 750
      Senior Managers/Managers         375 - 675
      Senior/Staff Consultants         175 - 350

      Tax Compliance Services:
      Partners/Principals/Directors   $500 - 600
      Senior Managers/Managers         375 - 500
      Senior/Staff Consultants         175 - 350

David N. Siegel, Chief Executive Officer of US Airways Group,
believe that KPMG's fees are fair and reasonable in light of:

    -- industry practice,
    -- market rates both in and out of Chapter 11 proceedings,
    -- KPMG's experience in reorganizations, and
    -- KPMG's importance to these cases.
(US Airways Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2) are trading
at 10 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

USG: Asks Court to Extend Removal Period Until March 31, 2003
Within the constraints of the existing tort system, Paul N.
Heath, Esq., at Richards, Layton & Finger, explains that USG
Corporation and its debtor-affiliates have been unable to
determine which of its asbestos claims have merit and which do
not.  The Debtors doubt they have enough funds to satisfy claims
of bona fide asbestos claimants to whom U.S. Gypsum has any
legitimate liability.

The Debtors are parties to tens of thousands of prepetition
asbestos personal injury lawsuits pending in various courts
throughout the country.  Various asbestos and non-asbestos
related lawsuits have also cropped up since the Petition Date.
All the parties are involved in a variety of non-asbestos
prepetition litigation

"The sheer number and complexity of these Proceedings require
time to determine which, if any, should be removed and, if
appropriate, transferred to this District," Mr. Heath relates.

By this motion, the Debtors ask the Court to further extend
their removal period to March 31, 2003, without prejudice to any
position the Debtors may take regarding whether Section 362 of
the Bankruptcy Code applies to stay any Proceedings and their
right to seek further extension regarding any and all

By extend the removal period, Mr. Heath says, the Debtors' right
to economically adjudicate lawsuits under 28 U.S.C. Section 1452
will be protected, as well as the best interests of the Debtors'
estates and creditors. (USG Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

WARNACO: Wants to Conduct 26 Calvin Klein Store Closing Sales
The Warnaco Group, Inc., and its subsidiary debtors operate
retail and outlet stores, including a chain of 26 Calvin Klein
outlet stores.  During the course of these Chapter 11 cases, the
Debtors have been working diligently to cut costs and increase
the efficiency of their various businesses. In this regard, the
Debtors have increased the efficiency of their production and
have established a procedure for managing their inventory
levels, resulting in a greatly diminished need to operate outlet
stores to sell excess inventory.

J. Ronald Trost, Esq., at Sidley Austin Brown & Wood LLP, in New
York, reports that majority of the Calvin Klein stores are
either unprofitable or are marginally performing.  After
considering the increase in per store management costs for the
marginal stores that would occur if the unprofitable stores are
closed, it is likely that the marginal stores would also become
unprofitable. Thus, the Debtors have decided that all Calvin
Klein Stores should be closed and their inventories sold.

By this motion, the Debtors seek the Court's authority to:

  (a) sell inventory and fixtures and conduct store closing
      sales to the 26 Calvin Klein Stores pursuant to a Sale
      Guidelines either by way of an independent facilitator or
      by the Debtors themselves; and

  (b) conduct the Store Closing Sales without complying with any
      applicable state and local statutes, rules or ordinances
      governing store closing, liquidation or "going-out-of-
      business" sales, and notwithstanding any provisions in the
      leases of the Stores restricting the Debtors' ability to
      conduct the sales.

The Debtors also want the Court to enjoin any action by any
lessor or any federal, state or local agency, department or
governmental authority or any other entity to prevent, interfere
with, or otherwise hinder consummation of the Store Closing
Sales or advertisement of the sale.

During the Debtors' initial discussions with various
facilitators interested in submitting bids for the rights to
assist in the sale of the inventory in the Stores -- the Sale
Rights -- the Debtors were informed that the bids were likely to
be significantly higher if the Store Closing Sales commenced by
the end of October 2002 so as to occur during the crucial
holiday selling season.

Mr. Trost relates that the Debtors will send to proposed
facilitators, who have entered into confidentiality agreements,
a book containing information on the Debtors' proposed sale of
the Sale Rights.  To reduce the likelihood of receiving bids
containing terms and conditions that are dissimilar and
difficult to compare, the Debtors have prepared a Term Sheet and
Store Closing Sale Agreement.

The Debtors anticipate completing the analysis of the bids
submitted by the facilitators by September 25, 2002.  If in the
Debtors' sole business judgment and in consultation with their
constituents, the highest and best bid is sufficient, the
Debtors will file a motion on October 3, 2002 to approve the
sale of the Sale Rights to the highest bidder, subject to
overbids at an auction to be conducted on October 15, 2002.  The
Debtors further propose to the Court to hear the Sale Rights
Motion on October 17, 2002 to be able to commence the Store
Closing Sales by October 23, 2002.

Mr. Trost notes that Section 363(b) of the Bankruptcy Code
provides that a debtor "after notice and a hearing, may use,
sell or lease, other than in the ordinary course of business,
property of the estate."  In support, Mr. Trost relates that the
Debtors have conducted an analysis of the financial performance
of the stores and have determined that their continued operation
is no longer justified.  Moreover, the Debtors believe that
conducting the sale throughout the holiday season will maximize
the ultimate return on their assets to be sold.

Mr. Trost contends that the Sales should be declared free and
clear of all liens pursuant to Section 363(f) of the Bankruptcy
Code.  To the extent that the Debtors' secured lenders or any
other party assert a security interest in the assets to be sold
in the Store Closing Sales, the Debtors believe that they will
obtain the consent of these parties to the sale free and clear
of liens, claims and encumbrances.

In their request to waive the state and local laws, Mr. Trost
notes that Section 959(b) of the Judiciary Procedures Code
provides that a debtor-in-possession must "manage and operate
the property according to the requirements of the valid laws of
the state in which the property is situated."  However, Courts
have held hat a debtor-in-possession that is selling assets
outside the ordinary course of business does not "manage and
operate" the property for the purposes of Section 959(b).  Since
the Debtors seek to sell the inventory and close the Stores
completely, Mr. Trost concludes that Section 959(b) does not
require compliance with these state and local licensing
procedures and other regulations, especially when the Debtors
will conduct the Store Closing Sales with the knowledge and
oversight of the creditors and this Court.

Moreover, Mr. Trost insists, state and local licensing
requirements, time limits or bulk sale restrictions on final
closing sales would undermine the fundamental purpose of Section
363(b) of the Bankruptcy Code by placing constraints on the
Debtors' ability to marshal and maximize estate assets for the
benefit of the creditors.

                     Craig Realty Objects

Craig Realty Group objects to the use of the signage in
connection with a going-out-business sale in conflict with
Section 6.03 of the Lease.  Craig also objects to any attempt by
the Debtors to conduct a going-out-business sale beyond the
termination date of the Lease, which is January 31, 2003.

Thus, Craig asks the Court to direct the Debtors to comply with
the Lease in all respect in conducting a going-of-business sale
at their store. (Warnaco Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  

WARPRADIO.COM: Brings-In Bill Hogan as Management Consultant
------------------------------------------------------------ (OTC:WRPR), currently a debtor in possession in a
chapter 11 bankruptcy, and one of the nation's largest streamers
of radio stations that aggregates approximately over 3 million
hours per month for more than 200 radio stations, has hired Bill
Hogan as a Management Consultant.

Bill Hogan has more than twenty years of experience in Radio and
executive level management. Mr. Hogan currently is consultant
for Business Talk Radio. He held the position of President for Before joining them, Mr. Hogan was Executive
Vice President of Metromedia International Inc., overseeing
thirteen international joint ventures and nineteen radio
stations in Russia and in six Eastern European countries. Prior
to Metromedia, Mr. Hogan was President and board member at
Westwood One Radio Network and President of UNISTAR Radio
Network. Mr. Hogan was also President of RKO Radio Network,
where he supervised all network departments including Sales,
Programming, Affiliate Relations, News, Engineering, and

"WarpRadio provides an advertising opportunity in a unique and
inviting streaming radio environment. WarpRadio has a loyal
audience and I am very excited to be able to deliver this
audience to WarpRadio's advertisers. WarpRadio's growing and
committed roster of streaming radio stations has a measurable
audience that traditional media is able to grow non-traditional
revenue from," said Mr. Hogan.

"Bill Hogan is a valuable asset to our firm and we are excited
that he is joining our management consulting team. His knowledge
and experience in advertising and radio will enhance our ever
growing Internet presence," said Denise Sutton, President. provides users with a complete directory listing
of many radio stations across the USA. serves as
the real time 'connection' for listeners to the favorite
program, format, or radio station. is
headquartered in Denver, Colorado.

WORLDCOM INC: Intends to Pay Former Employees' Severance Claims
According to Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, in New York, during the ordinary course of business,
Worldcom Inc., and its debtor-affiliates maintain a severance
policy for eligible employees providing for severance pay
benefits and extended medical and dental benefits for a period
of time based generally upon an employee's level and years of
service with the Debtors. Historically, Severance Benefits were
paid in the form of a one-time, lump-sum payment on or about the
termination date.  In addition, the Debtors' Severance Program
provides for the payment of accrued vacation pay and certain
other accrued paid time off, earned but unpaid commissions and
performance-based bonuses, reimbursable expenses and other
amounts normally paid upon termination of employment, which
amounts may be paid at later dates as the payments flow through
the Debtors' payroll systems in the ordinary course.

Prior to the Petition Date, the Debtors determined that a
substantial reduction in its workforce was necessary.  In the
four months preceding the Petition Date, the Debtors terminated
or provided notice of termination to 12,800 employees.  In
addition, 19 executives were terminated pursuant to severance
agreements on terms different from the Debtors' typical
Severance Programs.

Pursuant to the Debtors' severance program then in effect, the
Debtors notified and terminated the employment of 4,700
Employees between March 2002 and June 28, 2002.  Ms. Goldstein
states that the Employees received their Severance Benefits in
the form of a one-time, lump-sum payment on or about the
termination date consistent with the Debtors' existing practice.  
However, there are still other Severance Obligations owed to
these Employees.

On June 28, 2002, Ms. Goldstein adds that the Debtors notified
8,070 additional Employees that they were being or would be
terminated.  Of these, 3,820 Terminated Employees were laid-off
on June 28, 2002 and 4,250 Terminated Employees were provided
with notice of termination at a future date requiring many of
them to work through a postpetition date.  Due to the Debtors'
liquidity crisis, the Employees were informed that their
Severance Benefits would be not paid as a lump-sum payment, but
rather would be spread out in the form of bi-weekly payments
following termination.  Converting the existing "lump-sum"
Severance Program to the "biweekly" payment method occurred in
the context of the Debtors' tightening liquidity at that time.

Ms. Goldstein admits that the Debtors owe about $36,000,000 in
Severance Obligations to 4,143 Terminated Employees in addition
to amounts already authorized pursuant to the Wage Order.
Outstanding Severance Obligations for Terminated Employees
include: $28,500,000 in Severance Benefits, $1,900,000 in unpaid
accrued PTO, $4,400,000 in Commissions, $250,000 in tuition
reimbursement obligations, $1,000,000 for employees transitioned
to the purchaser of a unit of the Debtors sold prior to the
Petition Date, and other prepetition Severance Obligations
otherwise payable by WorldCom under its prepetition Severance

Ms. Goldstein relates that because of the timing of the Chapter
11 case, some Employees have not received their intended
severance payments.  In contrast, the Employees who will be
terminated postpetition will receive their bi-weekly severance
payments under company policy as administrative claims against
the Debtors' estates.  The payable Severance Benefits and PTO to
employees terminated postpetition are $16,000,000 and
$3,300,000. The Debtors believe that the payment of the
Severance Obligations should be addressed as quickly as possible
to remedy the inequitable result to the Terminated Employees.

Despite the Terminated Employees' accusations reported in the
press and to governmental officers, Ms. Goldstein assures the
Court that the Debtors did not stretch the payment of Severance
Obligations over time with the intention of avoiding payment.  
At the time the Debtors elected to modify the payment terms of
its Severance Program, it did not believe Chapter 11 was
imminent. Unfortunately, some Terminated Employees have not been
paid their Severance Obligations.  To remedy this unintended
consequence, the Debtors seek the Court's authority to pay the
Terminated Employees all Severance Obligations earned prior to
the Petition Date consistent with their practices, programs and
policies with respect to their Terminated Employees in effect as
of the Petition Date.

The Debtors want to correct any misperceptions of wrongdoing and
restore the confidence of its employees whose cooperation and
continued loyalty of current employees is essential.

Ms. Goldstein contends that any delay in paying Terminated
Employee obligations will adversely impact the Debtors'
relationship with their current employees and will irreparably
impair the current employees' morale, dedication, confidence,
and cooperation.  The employees' support for the Debtors'
reorganization effort is critical.  At this early stage, the
Debtors simply cannot risk the substantial damage to their
businesses that would inevitably result from a decline in their
Employees' morale attributable to their failure to pay
severance, benefits and other similar items or any perceived
attempt to intentionally deny these benefits. (Worldcom
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USA1) are trading
at 22.5 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.


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

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

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

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 Go 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
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