TCR_Public/020918.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 18, 2002, Vol. 6, No. 185

                          Headlines

ADELPHIA BUSINESS: Wants to Implement Employee Retention Program
ADELPHIA COMMS: Brings-In Dow Lohnes as Special Media Counsel
ANC RENTAL: Consolidating Operations at Philadelphia Airport
ANGEION: Nasdaq Grants Exemption from Compliance with Guidelines
ARMSTRONG HOLDINGS: Gets OK to Modify Womble Carlyle Employment

AT&T CANADA: Parent Takes Steps to Purchase Outstanding Shares
AT&T CANADA: Tells Holders to Surrender Receipts to Get Payment
BCE INC: Sells Directories Business to Kohlberg for C$3 Billion
BRAINIUM TECH: Fails to Meet TSX Continued Listing Requirements
BUDGET GROUP: Proposes Uniform Asset Sale Bidding Procedures

CABLEVISION SYSTEMS: S&P Drags Corp. Rating Down a Notch to BB
CANADIAN IMPERIAL: Settles Four Creditors' Debts via Equity Swap
CAPITOL COMMUNITIES: Court Dismisses Subsidiary's Chapter 11
CELLSTAR CORP: Will Publish Third Quarter Results on October 7
CENTRAL EUROPEAN: Dutch Unit Prevails against Czech Republic

CHARMING SHOPPES: Repurchases 6.3MM Shares from Limited Brands
CHOICE ONE: S&P Affirms Junk Rating After Obtaining $49MM Loans
COLO.COM: Withdraws Form S-4 Following Voluntary Ch. 11 Filing
COX TECHNOLOGIES: July 31 Balance Sheet Upside-Down by $2.2MM
CROWN CRAFTS: Michael Bernstein Discloses 13.8% Equity Stake

CRYOCON INC: Must Raise Fresh Capital to Continue Operations
CYTOGEN CORP: Restructures AxCell Unit to Focus on Oncology Line
DIEDRICH COFFEE: Working Capital Deficit Tops $10MM at July 3
DLJ MORTGAGE: Fitch Affirms Low-B Classes B-3, B-4 Notes Ratings
DOMAN: S&P Downgrades Rating to D After Missed Interest Payment

EMPRESA ELECTRICA: Case Summary & 20 Largest Unsec. Creditors
ENRON CORP: Court Approves Settlement Pact with Dynegy, et. al.
ENRON: Sierra Pacific Litigation Hearing Continues on October 3
ENVIRONMENTAL SAFEGUARDS: Appoints Michael D. Thompson as CFO
EUROGAS: May Face Insufficient Cash for Working Capital Needs

EXODUS: Venture Asset Tapped to Manage Private Equity Portfolio
FAIRFIELD MFG.: Liquidity Strained After Sales & Profits Decline
FEDERAL-MOGUL: Hiring Secret Professional for Secret Engagement
GENESEE CORP: Sells 2 Remaining Real Estate Holdings for $4.5MM
GEORGIA-PACIFIC: Fitch Cuts Sr. Unsec. Debt Ratings Down to BB+

GOLDMAN INDUSTRIAL: American Capital Invests $18MM in Bridgeport
HOCKEY CO.: Exchange Offer for Outstanding 11-1/4% Notes Expires
HURRY INC: Board of Directors Approve Shareholder Distribution
IT GROUP: Plan Filing Exclusivity Further Extended to October 14
ITC DELTACOM: Delaware Court Fixes September 20 Claims Bar Date

J.P. MORGAN: Fitch Affirms Low-B Ratings on Six Classes of Notes
KMART: Court OKs Saybrook Capital as Equity Committee's Advisors
KMART CORP: Reports $377-Mill. Net Loss for Second Quarter 2002
KMART CORP: Fitch Drops P-T Trusts' K-1 and K-2 Notes to D
KMART FUNDING: Fitch Slashes Rating on Series F & G Bonds to D

LA PETITE ACADEMY: Will Conduct Internal Accounting Review
LIFESMART NUTRITION: Tanner & Company Raise Going Concern Doubt
MARINER HEALTH: Gets Final Decree Closing Certain Units' Cases
METALS USA: Selling Birmingham Assets to Triple-J for $1.8 Mill.
MIKOHN GAMING: Inks Distributors Agreement with Multimedia Games

NOVO NETWORKS: Trustee Asks Court to Delay Entering Final Decree
ORGANOGENESIS INC: Likely to File for Chapter 11 Protection
OWENS CORNING: Court Approves Supervalu and Lonza Settlement
PAC-WEST: Says On-Track to Achieve 2002 Revenue & EBITDA Targets
PHOENIX WASTE: Independent Auditors Raise Going Concern Doubt

PSINET INC: Chapter 11 Trustee Sues Ambient to Recover Transfers
QUEBECOR MEDIA: S&P Keeps Ratings Watch over Covenant Concerns
SAFETY-KLEEN CORP: Brings-In Deloitte as Auditors and Advisors
SPECTRASITE: Begins Fin'l Restructuring Talks with Bondholders
STATE LINE & SILVER: Selling Assets to Isle of Capri for $30MM

TANDYCRAFTS: PwC Takes Care of Fiscal Year 2002 Inventory
TEREX CORP: S&P Assigns BB- Rating to $210 Million Term Loan
TRANSTEXAS GAS: Calls on Stroock & Jefferies for New Debt Talks
UNIVERSITY AVENUE: Plans to Wind Up as Soon as December 1, 2002
US AIRWAYS: Judge Mitchell Grants Injunction Against Utilities

VALLEY MEDIA: Obtains Nod to Extend Exclusivity Until Nov. 15
VECTOUR: Asks Court to Okay Stipulation re Cash Collateral Use
VIADOR INC: Need to Raise New Capital to Continue Operations
WARNACO: Asks Court to Approve Sale Rights Auction Procedures
WORLD WIRELESS: Amends 2nd Quarter Results and Files Form 10-Q

WORLDCOM INC: Wants to Reject 19 Executive Severance Agreements
W.R. GRACE: Keeps Plan Filing Exclusivity Until February 1, 2003
XCEL ENERGY: NRG Unit Fails to Make Payments on Four Debt Issues

* Goodwin Procter LLP Elects Eight New Attorneys to Partnership
* O'Melveny & Myers LLP and O'Sullivan LLP Complete Merger

* Meetings, Conferences and Seminars

                          *********

ADELPHIA BUSINESS: Wants to Implement Employee Retention Program
----------------------------------------------------------------
The Adelphia Business Solutions Debtors' ability to maintain
their business operations and preserve value for their estates
is dependent on the continued employment, active participation,
loyalty, and dedication of key employees who possess the
knowledge, experience, and skills necessary to bring optimum
support to the ABIZ Debtors' business operations.  The ABIZ
Debtors' ability to stabilize and preserve their business
operations and assets will be substantially hindered if they are
unable to retain the services of these key employees, according
to Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP, in New
York.

Given the significant downturn in the telecommunications
industry, and its effect on the ABIZ Debtors' overall financial
condition, Ms. Liu relates that the ABIZ Debtors have been
forced to revise their business strategy to downsize or withdraw
from certain markets in which they have been conducting their
businesses.  The reformulation of the business plan necessarily
will entail, and has already resulted in, a significant
reduction in the size of the ABIZ Debtors' workforce, as well as
a diminution in the amount of monthly cash expenditures by the
Debtors.  Ms. Liu notes that workforce reductions normally
affect overall employee morale, and heighten the anxiety that
already pervades the employee ranks as a consequence of the
commencement of these Chapter 11 cases.

"An environment in which employees fear for the security of
their jobs and for their future, and for the future stability of
their employer, is destabilizing and not conducive to optimal
work productivity," Ms. Liu says.  In this environment, it is
difficult for employees to focus adequately on their daily
responsibilities, let alone long-term strategies and objectives.
It is also a challenge for senior management, in its role as
debtor-in-possession, to retain talented, dedicated personnel
who will likely be presented with desirable opportunities to
pursue careers with other employers and thus be relieved from
the additional demands and frustrations that are the standard
accoutrements of a Chapter 11 case.

To combat these uncertainties, reward employees for shouldering
the additional burdens imposed by the commencement of these
Chapter 11 proceedings, and maintain the morale and dedication
of its employees, the Debtors propose to implement a key
employee retention and severance program.  The Debtors developed
this Employee Retention and Severance Plan in consultation with
Jefferies & Co., Inc., their financial advisors.  The Debtors
want to encourage employees to remain with them during these
reorganization proceedings and beyond.

The Debtors cannot afford to lose the special knowledge,
experience, and skills of these individuals while they endeavor
to restructure their operations and formulate a long-term plan
of reorganization.

                       The Retention Plan

Ms. Liu explains that the proposed retention plan provides that
an amount of $900,000 will be paid out in increments to 18
employees who have either been identified as:

  (1) key to the Debtors' business and restructuring efforts --
      Tier I Employees, or

  (2) critical employees at varying levels of seniority and rank
      -- Tier II Employees.

Under the retention plan, each Tier I Employee would be entitled
to an aggregate retention incentive payment of $120,000.  Each
Tier II Employee would receive a retention incentive payment
equal to a certain percentage of their base salary, in a range
of 20 to 50%.  Any employee that is subsequently included in the
retention plan would be subject to the same individual payment
limits, as applicable to each employee tier.

Incentive payments under the retention plan would be made in
accordance with these schedules:

-- 25% of the authorized incentive payment upon the entry by
   this Court of the Order;

-- 25% of the authorized incentive payment paid on January
   1, 2003; and

-- the remaining 50% upon the effective date of a confirmed
   Chapter 11 plan of reorganization.

An individual will be entitled to receive a retention payment if
he or she is employed on a scheduled retention payment date.

The Debtors further ask the Court to grant the ABIZ Board of
Directors the reasonable discretion, based on an individual
employee's job performance and the financial status of the
Debtors, to award a particular employee less than the full
amount of the contemplated retention payment.

In addition to the payments for Tier I and Tier II employees,
the proposed retention plan provides for an amount of $200,000
to be paid to select General Managers at a maximum of $20,000
per General Manager.  These payments would be made upon the
effective date of a confirmed Chapter 11 plan of reorganization.

                         The Bonus Plan

Ms. Liu informs the Court that the bonus plan contemplates the
immediate payment of previously accrued and unpaid prepetition
bonuses to 64 active or current employees.  The payment of
Accrued Bonuses represents sums owed to these employees as of
the Petition Date for ordinary course, quarterly and year-end
bonuses.  These Accrued Bonuses are a regular component of the
compensation package fashioned for certain employees based upon
the achievement of targeted EBITDA levels that entitles the
employee to the quarterly or year-end bonus.  These ordinary
course payments have continued in the postpetition period as a
regular component of the compensation provided to the qualified
employees, with payments earned on a quarterly basis.  The
Accrued Bonuses will be paid to 64 employees, including senior,
corporate, regional, and local-market general managers, and
corporate and field operations personnel.  The total amount of
Accrued Bonuses to be paid is $1,200,000.  The payments will be
made promptly upon Court approval of the requested relief.

In addition, the Debtors propose to establish a New Hire Bonus
that will be paid to employees hired after October 1, 2002, and
will be capped at $15,000 per employee without the need for
further court approval.  The aggregate payments for all New Hire
Bonuses will be capped at $200,000.

                       The Severance Plan

Historically, Ms. Liu relates that the Debtors have provided
severance benefits to certain employees in the event their
employment is terminated without "cause."  Under this
established prepetition policy, severed employees received
monthly severance payments, determined on a case-by-case basis,
for a period ranging between 3 and 26 weeks depending upon their
length of service.

The amended Severance Plan proposed reduces the number of weeks
of severance that certain employees would have otherwise
received if terminated under the historical plan.  The Debtors
estimate that 807 employees will be eligible to receive
severance payments as a result of the planned workforce
reductions implemented under the revised business plan, and that
the total cost to the Debtors will be $922,000.

In addition, the Debtors propose to pay a stay bonus to severed
employees who are requested to stay on with the Debtors for a 2
to 3-month period to ensure the orderly shutdown of closed and
mothballed markets.  The Debtors estimate that $121,000 in the
aggregate will be paid to 145 of the 807 severance-eligible
employees providing transitional services to complete the
orderly shutdown of the closed and mothballed markets.

The Debtors contend that implementation of the Employee
Retention and Severance Plan will aid their rehabilitative
efforts by increasing the likelihood of retaining the services
of valuable, key employees.

The Debtors have determined that the costs associated with the
adoption of the Employee Retention and Severance Plan:

    -- will not exceed $3,600,000, and

    -- are more than justified by the benefits that will be
       realized by providing a considerable incentive for
       employees to stay the course and continue to assist the
       Debtors in their reorganization efforts, and enhancing
       overall employee morale and retention.

Ms. Liu assures the Court that the Debtors and Jefferies have
reviewed and compared the Debtors' proposed Employee Retention
and Severance Plan to similar programs proposed by nine other
companies in Chapter 11, including Global Crossing and Teligent.
Based upon these analyses, the Debtors believe that the Employee
Retention and Severance Plan proposed here is reasonable, and
falls well within the range of programs adopted by other
companies, including telecommunications companies that have
sought to restructure under Chapter 11. (Adelphia Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADELPHIA COMMS: Brings-In Dow Lohnes as Special Media Counsel
-------------------------------------------------------------
The Adelphia Communications seek the Court's authority to employ
and retain Dow Lohnes & Albertson PLLC as their special counsel,
nunc pro tunc to the Petition Date to perform legal services.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that Dow Lohnes is a law firm of 150 lawyers that
specializes in the representation of clients in cable
television, broadcasting, telecommunications, newspaper and new
media industries.

In connection with its retention, Dow Lohnes is expected to:

-- review and evaluate the Debtors' franchise agreements and
   related operating documents issued by and entered into with
   local government entities in the Debtors' service
   territories;

-- modify and update the Debtors' database of franchise
   documents, the obligations thereunder and the status of those
   obligations;

-- renew the franchise agreements and the Debtors' operating
   authority in its service territories;

-- advise and provide services related to programming agreements
   and to franchise agreements and representation before related
   federal, state and local regulators; and

-- provide other services the Debtors may designate related to
   the franchise agreements, provided that there will be no
   duplication of efforts between Dow Lohnes and Fleischman &
   Walsh, which has previously been retained as special counsel
   to the Debtors with regard to certain communication and
   regulatory matters.

Compensation will be payable to Dow Lohnes on an hourly basis,
plus reimbursement of actual and necessary expenses incurred by
the Firm.  At present, the Firm's standard hourly rates range
from:

       Lawyers                  $230 - $650
       Legal Assistants         $100 - $180

Ms. Chapman explains that the Debtors selected Dow Lohnes
because its attorneys have extensive experience and knowledge in
the fields of cable television and telecommunications regulation
and compliance.  Dow Lohnes has extensive knowledge and in-depth
understanding of cable franchise issues.  Accordingly, Dow
Lohnes' retention would greatly assist the Debtors in addressing
and responding to a variety of complex issues related to their
franchising agreements.

Leonard J. Baxter, Esq., a Member of Dow Lohnes, relates that
Dow Lohnes advised and represented the Debtors in various
matters, all of which were concluded more than a year before the
Petition Date.  These matters include regulatory, legislative,
and corporate advice and representation on topics including
cable television, PCS, telecommunications, video dialtone and
franchise authorities.

In addition to Dow Lohnes' representations of the Debtors, the
Firm has in the past and may currently represent, parties that
may have connections to the Debtors.  Mr. Baxter discloses that
the Firm also represents:

-- Cox Communications Inc. on various matters in which one or
   more of the Debtors were partners or co-joint venturers;

-- Insight Communications on various matters in which one or
   more of the Debtors were partners or co-joint venturers;

-- TV Gateway LLC, of which ACOM is a member;

-- Comcast Cablevision Corp. regarding the sale or swap of cable
   television systems with the Debtors;

-- FrontierVision Partners L.P. in connection with:

    a. a New Hampshire state court litigation begun in 2001, but
       since settled, seeking indemnification from ACOM, and

    b. in connection with the sale of FrontierVision Operating
       Partners L.P. and affiliated entities to ACOM in 1999,
       which transactions is complete pending the final
       disbursement of ACOM stock and ABIZ stock held in escrow;

-- Cox Communications Inc. in potential litigation threatened by
   the bankruptcy estate of At Home Corp.  One or more of the
   Debtors is a significant unsecured creditor of At Home and
   may have indirect interest in the outcome of that litigation;
   and

-- Adcom Information Systems Inc. in which the Debtors is an
   investor and with whom the Debtors have a service agreement.
   The firm's representation includes general corporate matters
   and a service agreement.

In addition, Dow Lohnes represents numerous companies active in
the cable industry, as well professionals and lenders associated
with the industry including: Bank of America N.A., Chase
Manhattan Bank, Chemical Bank, Credit Suisse First Boston, First
National Bank of Chicago, First Union National Bank, Goldman
Sachs & Co., Morgan Stanley & Co., Salomon Smith Barney,
SunTrust Bank, Union Bank of California, Key Bank N.A., Deutsche
Bank A.G., Bank of America Securities LLC, Comcast, Discovery
Communications, ESPN Inc., Scripps Networks, Outdoor Life
Network, National Geographic Society, Speedvision, BET Holdings
Inc., The Weather Channel, United States Trust Co. of New York,
Cox Communications, Charter Communications, Deloitte & Touche,
David Fowler, Royal Bank of Canada, Wachovia Corp., Dycom
Industries Inc., HBO, Microsoft Corp., Walt Disney, General
Electric Capital Corp., Scientific Atlanta Inc., and Sidley
Austin. (Adelphia Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Consolidating Operations at Philadelphia Airport
------------------------------------------------------------
To secure significant cost savings at the Philadelphia
International Airport in Philadelphia, Pennsylvania while at the
same time improve service to its customers, ANC Rental
Corporation and its debtor-affiliates propose to reject:

-- the August 12, 1988 Operating License between Alamo and the
   City of Philadelphia through its Department of Commerce,
   whereby Alamo was granted the right to operate a car rental
   concession at the Philadelphia Airport, and

-- the Facility Agreement for the lease of certain premises
   located at the Philadelphia Airport.

The Debtors propose to assume and assign to ANC:

-- the October 1, 1982 Operating License between National and
   Philadelphia City, and

-- the Facility Agreement between National for the lease of
   certain premises located at the Philadelphia Airport.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, relates that National owes
Philadelphia City $272,514 in prepetition expenses while Alamo
owes $148,992. The Debtors will be promptly curing the
arrearages upon approval of the motion.  Neither Alamo nor
National owes postpetition amounts to the airport authority.

Philadelphia City will be making a claim against the Performance
Bonds posted pursuant to the Alamo License Agreement and the
National Lease in an amount of the prepetition amounts
outstanding under the Alamo License Agreement and the Alamo
Lease.  After the Court approves of the motion, Ms. Fatell
relates that Alamo will deliver certain items and documentation
related to the environmental status, contained in a letter to
the Airport dated May 1, 2002, of the premises at the
Philadelphia Airport leased by Alamo.  The Performance Bond will
not be released until the environmental items articulated by the
letter are satisfied to the City's sole satisfaction.  In
addition, the Debtors will pay any postpetition debt outstanding
to Philadelphia City arising pursuant to the Alamo License
Agreement and the Alamo Lease.

Ms. Fatell informs the Court that the property subject to Alamo
Lease has been affected by past releases of petroleum.
Environmental conditions at the site are preliminarily
summarized in a Site Characterization and Site Remediation Plan
dated March 1, 1999, and further characterized in a Site
Remediation Plan Addendum dated August 3, 2001.  The Plan
Addendum requests that the Pennsylvania Department of
Environmental Protection determine that no further remedial
action is required with respect to the past release.  The DEP
has not yet made that determination, but instead requested that
the Debtors undertake a file review of an adjacent facility's
release.  The Debtors have retained a consultant to perform the
review.

If the review is insufficient to secure the DEP's determination
that no further remedial action is required and if the Debtors
need to collect additional groundwater samples or otherwise have
to access the property subsequent to the rejection of the Alamo
Lease, Philadelphia City will be deemed to have granted access.

The consolidation of operations at the Philadelphia Airport is
expected to generate savings for the Debtors up to $2,227,000
per year in fixed facility costs and other operational cost
savings. (ANC Rental Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ANGEION: Nasdaq Grants Exemption from Compliance with Guidelines
----------------------------------------------------------------
Angeion Corporation (Nasdaq: ANGNQ) said that the Nasdaq Listing
Qualifications Panel has granted it a temporary exemption from
compliance with certain Nasdaq Small Cap requirements.  As a
result of the Nasdaq exemption, effective at the beginning of
trading on September 17, 2002, Angeion's Nasdaq Symbol changes
from ANGNQ to ANGQC.

During the period from February 14, 2002 through August 26,
2002, Nasdaq advised Angeion that Angeion had failed to comply
with the Nasdaq Rules on (i) the minimum $1.00 closing bid
price, (ii) "net tangible assets/shareholders' equity" and (iii)
the $1,000,000 market value of publicly held shares.  In
addition, because of Angeion's June 17, 2002 filing of a
Petition under Chapter 11 of the Bankruptcy Code to accomplish
the conversion of its debt to equity, Nasdaq staff advised
Angeion by letter dated June 19, 2002 that its common stock
would be delisted from Nasdaq.  Angeion requested a hearing,
which stayed the delisting.  The hearing was held on August 1,
2002.

As a result of the hearing and supplemental information
presented to the Panel by Angeion, the Panel, in a letter dated
September 12, 2002, advised Angeion that Angeion's plan "to
satisfy all requirements for continued listing on the Nasdaq
Small Cap Market upon emergence from bankruptcy protection was
sufficiently definitive to merit an exemption."  The exemption
requires that Angeion meet all continued listing requirements
including the $1.00 per share minimum closing bid by October 31,
2002.

Angeion expects to be able to meet all of the requirements by
that date. Angeion's President and CEO, Richard Jahnke stated
that: "Essentially all of the listing qualifications issues are
addressed in our previously announced agreement with holders of
the Company's 7-1/2% Senior Convertible Notes, due April 2003 to
convert the debt to equity.  This transaction is being
implemented under a Joint Plan of Reorganization, which was
filed jointly by the Company and the Noteholders in the Chapter
11 Case for the purpose of enabling the Company to retain
unimpaired utilization of a net operating loss carryforward of
over $125 million.  The Plan and a related Disclosure Statement,
which was approved by the United States Bankruptcy Court, was
mailed to creditors and shareholders on September 13, 2002 and
the Court has set October 24, 2002 as the date for the Plan
Confirmation hearing.

"After confirmation of the Plan, which includes what is
effectively a 1 for 20 reverse stock split, and emergence from
Chapter 11, we expect to have shareholder equity of
approximately $20 million, or $5.00 per share, including about
$1.00 per share in cash.  We anticipate emerging from Chapter 11
before the October 31, 2002 Nasdaq requirement," continued
Jahnke.

If at some future date the Company's securities should cease to
be listed on the Nasdaq Small Cap Market, they may be listed on
the OTC Bulletin Board.

Founded in 1986, Angeion Corporation acquired Medical Graphics
-- http://www.medgraphics.com-- in December 1999.  Medical
Graphics develops, manufactures and markets non-invasive cardio-
respiratory diagnostic systems and related software for the
management and improvement of cardio-respiratory health.  The
Company has also introduced a line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand -- http://www.newleaf-online.com-- help
consumers effectively manage their weight and improve their
fitness.  They are marketed to the consumer primarily through
health and fitness clubs and cardiac rehabilitation centers.


ARMSTRONG HOLDINGS: Gets OK to Modify Womble Carlyle Employment
---------------------------------------------------------------
Nitram Liquidators, Armstrong World Industries, and Desseaux
Corporation of North America obtained Court approval to modify
the terms of Womble Carlyle Sandridge & Rice PLLC's employment
to include tort and breach of contract claims that they may
assert against E.F.P. St. Johann and its affiliates.

As previously reported, the Debtors and EFP are parties to a
1999 Supply Agreement wherein EFP agreed to provide AWI with
certain glueless laminate products.  AWI terminated that
agreement because of EFP's inability to supply products that did
not infringe the patents of third parties.  AWI is entitled to
compensation from EFP for direct costs, significant business
interruption, and lost profits that AWI has incurred as a result
of EFP' failure to perform under the supply agreement.  If these
claims cannot be resolved by the agreement of the parties, these
claims will most likely be resolved in a binding arbitration
proceeding before the International Chamber of Commerce.

Under the 2001 Womble Employment Order, Judge Newsome authorized
Womble Carlyle's compensation at hourly rates equal to 90% of
its customary hourly rates for partners, associates and
paraprofessionals, and 85% of its customary hourly rate for Mark
N. Poovey.

For work performed by Womble Carlyle with respect to the EFP
claims, AWI seeks to compensate Womble Carlyle under a
contingency-fee-based structure.  Beginning July 1, 2002, for
services incurred in pursuit of the EFP claims, or in defending
counterclaims related to the 1999 agreement, Womble Carlyle will
bill the Debtors at an hourly rate equal to 50% of the hourly
rates charged to the Debtors for all other matters.

Additionally, Womble Carlyle will not bill AWI more than
$100,000 in fees for pursuing the EFP claims in 2002, and
$150,000 for pursuing the EFP claims in 2003.  Any fees over
$100,000 from 2002 will be billed in January 2003, and any fees
over $150,000 from 2003 -- including fees from 2002 -- will be
billed in January 2004.

In consideration for Womble Carlyle's charging only half of its
usual hourly rate and deferring excess fees in 2002 and 2003,
AWI will remit to Womble Carlyle 25% of any net settlement or
arbitration award over $250,000 received by the Debtors in
connection with the EFP claims. Net settlement or award is
defined as the total present value of any recovery by AWI, less
any setoffs or counter-recovery obtained by EFP or its
affiliates against AWI relating to AWI's cancellation of the
1999 Supply Agreement.  Womble Carlyle will continue to seek
reimbursement for 100% of reasonable and necessary expenses on a
monthly basis, including arbitration fees and expert fees,
incurred in connection with the EFP claims.

In the event that AWI does not prevail on the EFP claims, or the
net proceeds received by the Debtors on account of the EFP
claims are less than $250,000, the Debtors will only have to pay
Womble Carlyle half of what they otherwise would have been
charged.  In the event the Debtors receive over $250,000 due to
a positive outcome on account of the EFP claims, the Debtors
will only have to pay 25% of the net proceeds in excess of
$250,000 to Womble Carlyle in addition to the 50% of the
fees.  The Debtors believe that this compensation structure is
reasonable and appropriate for services of this nature.
(Armstrong Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1


AT&T CANADA: Parent Takes Steps to Purchase Outstanding Shares
--------------------------------------------------------------
As previously announced, on June 25, 2002, AT&T Corp., (NASDAQ:
ATTC) (TSX: TEL.B) took steps to initiate the purchase by it, or
by purchasers designated by it, of all of the outstanding shares
of AT&T Canada Inc., that it does not already own under the
terms of the deposit receipt agreement entered in June 1999.

Under the Deposit Receipt Agreement, the price per Deposited
Share will be equal to the greater of the "floor price", namely
C$51.21, and the "fair market value price" determined pursuant
to that agreement. Pursuant to the agreement, AT&T Canada Inc.,
retained TD Securities Inc. and AT&T Corp., retained Credit
Suisse First Boston Corporation to provide their views as to
the fair market value price per Deposited Share, as determined
under the Deposit Receipt Agreement.

The fair market value prices determined by the appraisers are
more than 10% from one another and, accordingly, as of September
6, 2002, Morgan Stanley was retained to act as the third
appraiser in accordance with the Deposit Receipt Agreement. The
definitive fair market value price will be whichever of the
first two appraisals is closest to the third appraisal, but in
no event will the price per Deposited Share be less than the
floor price of C$51.21.

Under the terms of the Deposit Receipt Agreement, disclosure or
indication to the third appraiser of any value or range of
values determined by TD Securities Inc., and Credit Suisse First
Boston Corporation is prohibited. The Deposit Receipt Agreement
provides that, subject to the terms and conditions therein, the
sale of Deposited Shares is to be completed on October 8, 2002,
or two business days after the delivery of the third appraisal,
whichever is later. Pursuant to the Deposit Receipt Agreement,
the outside date for the delivery of the third appraisal is
October 21, 2002, being 45 days after Morgan Stanley was
engaged. The target date for the delivery of the third appraisal
is October 4, 2002.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. AT&T Canada Inc., is a public
company with its stock traded on the Toronto Stock Exchange
under the symbol TEL.B and on the NASDAQ National Market System
under the symbol ATTC. Visit AT&T Canada's web site,
http://www.attcanada.comfor more information about the
company.

AT&T Canada Inc.'s 10.625% bonds due 2008 (ATTC08CAR2),
DebtTraders says, are trading at 11 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC08CAR2
for real-time bond pricing.


AT&T CANADA: Tells Holders to Surrender Receipts to Get Payment
---------------------------------------------------------------
AT&T Canada Inc., (NASDAQ: ATTC)(TSX: TEL.B) reminds deposit
receipt holders of the payment process under the deposit receipt
agreement that Deposit receipts must be surrendered to receive
payment.

As previously announced, on June 25, 2002, AT&T Corp. took steps
to initiate the purchase by it, or by purchasers designated by
it, of all of the outstanding shares of AT&T Canada Inc., (TSX:
TEL.B and NASDAQ: ATTC) that it does not already own pursuant to
the terms of the deposit receipt agreement entered into at the
time of the creation of AT&T Canada Inc., in June 1999. On July
18, 2002, AT&T Corp., announced the selection of a wholly-owned
subsidiary of Brascan Financial Corporation and CIBC Capital
Partners as the designated purchasers of the Deposited Shares
pursuant to the Deposit Receipt Agreement. The Deposited Shares
will be acquired at a price of not less than the "Floor Price"
established pursuant to the Deposit Receipt Agreement (being
C$51.21 per share).

The Deposit Receipt Agreement provides that, subject to the
terms and conditions therein, the sale of Deposited Shares is to
be completed on October 8, 2002, or two business days after the
delivery of the third appraisal, whichever is later. The Company
announced on September 13, 2002 that Morgan Stanley was retained
to act as the third appraiser in accordance with the Deposit
Receipt Agreement. Pursuant to the Deposit Receipt Agreement,
the outside date for the delivery of the third appraisal is
October 21, 2002 being 45 days after Morgan Stanley was engaged.
The target date for the delivery of the third appraisal is
October 4, 2002.

In order to receive their respective pro rata portion of the
amount received by the trustee in respect of the Deposited
Shares pursuant to the Deposit Receipt Agreement, holders must
surrender their deposit receipts together with a duly completed
and executed letter of transmittal to CIBC Mellon Trust Company.
These documents may be submitted before or after closing, but
holders are reminded that if they do not surrender their deposit
receipts together with a duly completed and executed letter of
transmittal they will not be entitled to receive any payment.

Registered holders of deposit receipts can expect to receive
documentation shortly, including a form of Letter of Surrender
and Transmittal, to facilitate surrender of deposit receipts to
the trustee pursuant to the Deposit Receipt Agreement.
Beneficial holders of deposit receipts should contact their
broker in order to obtain instructions on surrendering their
deposit receipts to the trustee. Holders should contact CIBC
Mellon Trust Company at 1-800-387-0825 or (416) 643-5500 in the
Toronto area or send an e-mail to inquiries@cibcmellon.com with
any additional questions.

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,700 route kilometers
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally. AT&T Canada Inc.
is a public company with its stock traded on the Toronto Stock
Exchange under the symbol TEL.B and on the NASDAQ National
Market System under the symbol ATTC. Visit AT&T Canada's web
site, http://www.attcanada.comfor more information about the
company.

                           *   *   *

As previously reported, AT&T Canada Inc., elected not to make
bond interest payments totaling approximately US$47.8 million,
due on September 15, 2002 and approximately CDN$5.4 million due
on September 23, 2002.

At August 31, 2002 the company had approximately CDN$400 million
in cash on hand and expects to receive a further CDN$240 million
from the exercise of employee stock options upon the closing of
the back-end transaction with AT&T Corp.

"We are in constructive discussions with our bondholders, our
bank syndicate, AT&T Corp. and their respective representatives,
and we are encouraged by our discussions thus far. Our objective
remains to achieve a restructuring of our public debt that has
the support of our bondholders and ensures the appropriate
capital structure to enable AT&T Canada to be a strong long-term
competitor. We view a consensual restructuring as achievable and
in the best interests of all of our stakeholders. AT&T Canada's
business continues to be strong, and it remains business as
usual with our customers and suppliers as we continue to provide
state-of-the-art telecommunications services," said David
Lazzarato, Executive Vice President and CFO, AT&T Canada.


BCE INC: Sells Directories Business to Kohlberg for C$3 Billion
---------------------------------------------------------------
BCE Inc., sold its Bell Canada directories business for C$3
billion cash to Kohlberg Kravis Roberts & Co., and the Teachers'
Merchant Bank, the private equity arm of the Ontario Teachers'
Pension Plan. The transaction values the business at
approximately nine times trailing EBITDA (earnings before
interest expense, income taxes, depreciation and amortization).

The proceeds from the sale of the directories business will be
used by BCE to pay for part of the acquisition price of SBC
Communications' minority interest in Bell Canada and by Bell
Canada for its ongoing financing needs.

"The sale of our directories business is another step forward in
the execution of our plans to regain 100 per cent ownership of
Bell Canada and move BCE forward as a strong Canadian company in
full control of its future," said Michael Sabia, President and
Chief Executive Officer of BCE. "In fact, our recent equity
issue and today's sale have both produced proceeds at the top
end of our expectations which speaks to the strength of the
company and our future opportunities. We are confident the third
and final element in our financing plan, the raising of public
debt, will be completed in a timely and efficient manner."

The sale includes 209 print White Pages and Yellow Pages(TM)
directories in Ontario and Quebec, and the electronic
yellowpages.ca, toll-free and Canada 411 directories. Annual
revenues, mainly from the sale of advertising, are approximately
$590 million. As per regulatory requirements, Bell Canada will
continue to maintain its White Pages database.

BCE will maintain a long-term, strategic working relationship
with the management and employees of the new company. For
example, as part of the sales agreement, Bell Canada's White
Pages listings will be published and distributed by the new
owners. As well, BCE will acquire a ten per cent interest in the
new company. This ownership will give BCE a seat on the
company's board of directors and a view to the company's future
direction.

"We seized the opportunity to sell a non-strategic asset in a
timely manner and within the parameters we had set out for
ourselves," said Mr. Sabia. "Furthermore, the quality of the
purchasers and the operational agreements we signed with them
will ensure the high standards of the directories' product
itself and the service provided our millions of customers for
years to come. With the current directories management staying
in place, this will be a seamless transition for customers and
employees."

"We are excited about the prospects of acquiring such a high-
quality franchise in Canada. KKR has had great success over the
years acquiring strong divisions out of larger companies and
working with management to grow those businesses and create
value", said Henry Kravis, a founding partner of KKR. "We see
tremendous opportunity to repeat that success here. We also look
forward to partnering once again with our friends at Teachers'
Merchant Bank, as well as with Bell Canada and the outstanding
management team at Bell ActiMedia."

Mr. Sabia concluded, "The new owners intend to keep the
headquarters of the company in Montreal, further ensuring the
continued presence of this business within our community."

When the transaction is completed, KKR will own 60 per cent of
the new company, Teachers' Merchant Bank will own 30 per cent
and BCE will own 10 per cent.

The sale, expected to close by the end of November, 2002, is
subject to the usual terms and conditions, including regulatory
approval of Investment Canada and the Competition Bureau.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry 3/4 CTV,
Canada's leading private broadcaster, The Globe and Mail,
Canada's National Newspaper and Sympatico-Lycos, the leading
Canadian Internet portal. As well, BCE has extensive e-commerce
capabilities provided under the BCE Emergis brand. BCE shares
are listed in Canada, the United States and Europe.


BRAINIUM TECH: Fails to Meet TSX Continued Listing Requirements
---------------------------------------------------------------
The common shares of Brainium Technologies Inc., (Symbol: BNU)
were suspended from trading effective Friday, September 13,
2002, for failure to meet the continued listing requirements of
TSX.


BUDGET GROUP: Proposes Uniform Asset Sale Bidding Procedures
------------------------------------------------------------
To be certain that their estates receive maximum value for the
assets they propose to sell to Cendant, Budget Group Inc., and
its debtor-affiliates ask the Court to approve certain uniform
Sales Procedures and Bidding Protections for Cendant in the
event its offer is topped by another bidder.

Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that although the
Debtors believe that the Sale Agreement with Cherokee is fair
and reasonable and reflects the highest and best value for the
Acquired Assets, the Debtors -- and their creditors, of course
-- would be delighted to receive even greater value for the
Acquired Assets.

To avoid a chaotic sale process and to permit the Company and
other core parties-in-interest to compare bids on an apples-to-
apples basis, the Debtors propose that:

A. Bidders desiring to bid on the Acquired Assets must:

    -- execute a confidentiality agreement customary for the
       transactions of this type, in form and substance
       satisfactory to the Debtors and no more favorable in the
       aggregate to the Potential Bidder than that delivered by
       the Buyer and Cendant, and

    -- provide the Debtors with financial statements of the
       Potential Bidder.

   If the Potential Bidder is an entity formed for the purpose
   of acquiring the Acquired Assets of the Debtors, current
   financial statements of the equity holder(s) of the Potential
   Bidder who will either guarantee the obligations of the
   Potential Bidder or provide any other form of financial
   disclosure or credit-quality support information or
   enhancement acceptable to the Debtors and their advisors.
   Those Potential Bidders satisfying these initial requirements
   are referred to as Overbidders;

B. After determining in the Debtors' business judgment in
   consultation with the Official Committee of Unsecured
   Creditors -- based on availability of financing, experience
   and other considerations -- that the Potential Bidder has the
   financial ability to consummate a purchase of the Acquired
   Assets in a timely fashion, the Debtors are required to
   notify the Potential Bidder in writing of its Overbidder
   status within 2 Business Days of the Potential Bidder
   delivering all of the initial materials required;

C. Concurrent with the Debtors notifying the Potential Bidder of
   its Overbidder status, the Debtors are required to provide to
   the Overbidder:

    -- Access to the same confidential evaluation materials
       provided by the Debtors to the Buyer containing financial
       information and other data relative to the Acquired
       Assets sought to be acquired and any other information as
       the Overbidder may reasonably request -- provided, that
       the additional information also be provided to the Buyer;
       and

    -- A copy of the Agreement, marked to delete references to
       the Termination Amount which is payable only to the
       Buyer;

D. The Debtors will consider only Overbids from Overbidders.  To
   be an Overbid, the bid must:

    -- Be an offer to purchase the Acquired Assets from the
       Debtors and assume or satisfy the Assumed Liabilities of
       the Debtors upon the terms and conditions set forth in a
       copy of the Agreement, marked to show any amendments and
       modifications to the Agreement,

    -- Be irrevocable until the earlier of:

       (a) 48 hours after the closing of the sale to the
           Successful Bidder or

       (b) 20 days after the Sale Hearing,

    -- Be accompanied by written evidence of a commitment for
       financing or other evidence of ability to consummate the
       transaction satisfactory to the Debtors and a $10,000,000
       deposit in the form of a bank check -- which may be
       substituted by a wire transfer pursuant to instructions
       to be issued by the Debtors upon request -- as the Good
       Faith Deposit,

    -- Produce value to the Debtors and its creditors that is at
       least $3,000,000 greater than that produced by the
       Agreement with the Buyer, taking into consideration the
       factors deemed relevant by of consummating the Sale and
       the Termination Amount,

    -- Be in the form of the Agreement provided by the Debtors
       marked to show all changes thereto and contains terms and
       conditions not materially more burdensome to the Debtors
       than the terms and conditions contained in the Agreement
       of the Buyer, including, but not limited to, the timing
       of the Closing,

    -- Not be subject to financing contingencies or unperformed
       due diligence,

    -- Be accompanied by any other information reasonably
       requested by the Debtors, and

    -- Be submitted on or before October 22, 2002, at 5:00 p.m.
       (prevailing Eastern Time);

E. Only the Buyer and those Overbidders submitting an Overbid
   will be allowed to participate in the Auction.  If Overbids
   have been received from at least one Overbidder other than
   the Buyer, the Debtors will conduct an Auction with respect
   to the Sale.  The Debtors propose that the Auction take place
   at the offices of Lazard Freres & Co. LLC, 30 Rockefeller
   Plaza, 61st Floor in New York, New York on October 24, 2002.
   At least one Business Day before the Auction Date, each
   Overbidder submitting an Overbid must inform the Debtors
   whether it intends to participate in the Auction;

F. No later than 5:00 p.m. (prevailing Eastern Time) on October
   22, 2002, the Debtors must give the Buyer and all other
   Overbidders a copy of the highest and best Overbid received,
   as determined in the business judgment of the Debtors based
   on the factors prescribed in the Bidding Procedures;

G. Bidding at the Auction will commence with the Initial
   Successful Bid.  At the Auction, Overbidders will be
   permitted to increase their Bids in increments of not less
   than $1,000,000 greater than the value proposed in the
   initial Successful Bid.  All Bids will be made and received
   in one room, on an open basis, and all other participating
   Overbidders will be entitled to be present for all bidding
   with the understanding that the true identity of each
   participating Overbidder will be fully disclosed to all other
   bidders and that all material terms of each Bid will be fully
   disclosed to all other participating Overbidders throughout
   the entire Auction.  Bidding will continue until the highest
   and best offer for the purchase of the Acquired Assets is
   determined by the Debtors in their business judgment, in
   consultation with the Committee.  Upon the failure to
   consummate the sale because of a breach or failure to perform
   on the part of the Successful Bidder, the next highest and
   otherwise best Overbid, as approved at the Sale Hearing, will
   be deemed to be the Successful Bid;

H. The Good Faith Deposit will be held in escrow until earlier
   of the later of two Business Days after consummation of the
   Sale or twenty days after the Sale Hearing or the date upon
   which the Agreement is terminated; and

I. In the event the Debtors fail to receive an Overbid by the
   Bid Deadline, the Debtors will not conduct the Auction and
   will proceed with the Sale to the Buyer pursuant to the terms
   of the Agreement, subject to the approval of the Bankruptcy
   Court at the Sale Hearing. (Budget Group Bankruptcy News,
   Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


CABLEVISION SYSTEMS: S&P Drags Corp. Rating Down a Notch to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on cable television provider Cablevision Systems Corp.,
and its subsidiary CSC Holdings Inc., to double-'B' from double-
'B'-plus based on the higher degree of uncertainty about the
company's ability to grow operating cash flows from its cable
businesses, which include analog cable, digital cable, cable
modem, and telephony services.

The senior unsecured debt rating on CSC Holdings was also
lowered to double-'B'-minus from double-'B'-plus. The ratings
were removed from CreditWatch and the outlook is negative. As of
June 30, 2002, Bethpage, New York-based Cablevision had $7.5
billion of consolidated debt outstanding (including $1.2 billion
of collateralized debt) and $1.5 billion of preferred stock.

"Satellite competition has been exacerbated by Cablevision's
ongoing dispute with the YES network," Standard & Poor's credit
analyst Catherine Cosentino said. "Moreover, largely as a result
of competitive factors, the company has lost 17,000 subscribers
since the beginning of 2002 and projects that basic subscriber
losses for the full year of 2002 will be roughly between 1.0%
and 1.5%."

Standard & Poor's said that Cablevision has also encountered
delays in rolling out its digital cable offering in 2002 and
only began to market the service aggressively in May, with the
introduction of a new customer interface. As a result, only 1.4%
of subscribers are digital customers. This is well below the
level of digital cable penetration of Cablevision's cable peers,
and poses a challenge to company's management given its
strategic goal of significantly ramping up the digital
subscriber base.

Cablevision faces the challenge of growing cash flows from new
businesses in the 2002 to 2003 time frame, including the
addition of Internet telephony in late 2002. If the company is
not able to grow cash flows from the cable businesses in 2003,
it could require additional funding in the 2003 to 2004 time
frame for which no definitive source has been identified.
Programming assets provide some source of potential liquidity,
including majority ownership in Rainbow Media Holdings Inc.,
which, in turn, holds major interests in programming networks
such as Bravo, American Movie Classics, and WE: Women's
Entertainment. However, the company has not articulated any
specific plans for the sale of these investments. The ratings
could be lowered if the company is not able to maintain debt to
annualized operating cash flow and debt to EBITDA in the area of
7 times, excluding collateralized debt and preferred stock and
including off-balance-sheet debt guarantees. The company's
collateralized debt is excluded from this calculation because it
is viewed by Standard & Poor's as a forward sale of stock, with
no downside risk in the event of a decline in stock price.

The senior unsecured debt rating on CSC Holdings has been
lowered to one notch below the corporate credit rating based on
two factors. First, it is anticipated that Cablevision's
drawdowns under the unsecured bank facility will increase
through 2003. This facility carries upstream guarantees from
certain restricted subsidiaries, including subsidiaries
representing a significant portion of the company's consumer
cable subscribers, coupled with a pledge of intercompany loans
from other cable subsidiaries. Second, while Cablevision's cable
subscribers are still viewed as valuable assets, Standard &
Poor's has incorporated more conservative valuations of cable
subscribers into its analysis, given industry trends.


CANADIAN IMPERIAL: Settles Four Creditors' Debts via Equity Swap
----------------------------------------------------------------
Canadian Imperial Venture Corp. ,(TSX: CQV) has issued a total
of 4,178,648 to four creditors in connection with its shares for
debt settlement which it originally announced on July 19, 2002.
The four creditors have settled debts with the Company with the
aggregate value of $1,044,662. The shares were issued at a
deemed price of $0.25. The issuance of shares to the four
creditors was permitted under statutory exemptions to the
prospectus and registration requirements of securities
legislation. The shares will have a hold period expiring January
10, 2003.

"The remaining creditors who have accepted the shares for debt
offer will be issued shares if and when an exemption order is
obtained from the requisite securities regulatory authorities.
The Company has made a mutual reliance review system application
for an exemption order to the Newfoundland, New Brunswick and
Alberta Securities Commissions and is awaiting their decision.

Canadian Imperial Venture Corp., (TSX: CQV) is an independent
Newfoundland-based energy company.


CAPITOL COMMUNITIES: Court Dismisses Subsidiary's Chapter 11
------------------------------------------------------------
On November 21, 2000, Capitol Development of Arkansas, Inc., a
wholly-owned subsidiary of Capitol  Communities Corporation,
filed for Chapter 11 with the United States Bankruptcy Court,
Eastern  District of Arkansas, Little Rock Division, case number
0043142M. The Operating Subsidiary remained a debtor in
possession of its assets and business operations, with Michael
G. Todd, president and sole director of the Operating
Subsidiary, named as the authorized agent to represent it.

On September 6, 2002, the United States Bankruptcy Court,
Eastern District of Arkansas, Little Rock Division entered an
Order Dismissing the Chapter 11 Proceedings against the
Operating Company. The Company filed a Motion to Dismiss the
Bankruptcy Proceedings instead of a Plan of Reorganization.


CELLSTAR CORP: Will Publish Third Quarter Results on October 7
--------------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics services leader, plans to release to the wire services
its third quarter operating results after the market closes on
Monday, October 7, 2002, followed by a conference call on the
morning of October 8, 2002.  The full text of the press release
will be available over First Call and on our web site,
http://www.cellstar.comafter the wire services have published
the press release.  After the release has been issued, CellStar
Investor Relations will not be able to return phone calls until
the conclusion of the conference call on October 8th.

For those investors who wish to listen to the conference call,
the following information is provided:

            CONFERENCE CALL - TUESDAY, OCTOBER 8, 2002

        11:00 a.m. EASTERN              9:00 a.m. MOUNTAIN
         10:00 a.m. CENTRAL              8:00 a.m. PACIFIC

To participate in the call, please dial:  800/893-7431 -
Domestic

Please plan on calling the conference center at least 10 minutes
before start time to avoid last minute congestion that may cause
you to miss some of the prepared remarks at the beginning of the
call.  The actual conference call will last approximately 1
hour.  Members of the media are again invited to listen to the
live conference.  Questions, however, will be taken only from
members of the investment community.

Investors will have the opportunity to listen to the conference
call via the link on CellStar's Investor Relations Web site, and
over the Internet through PR Newswire at
http://www.firstcallevents.com/service/ajwz365502050gf12.html
This call will also be directly available from the Bloomberg
Professional Service, http://www.bloomberg.comand over the
First Call Network.  To listen to the live call, please go to
the web site at least 15 minutes early to register, download and
install any necessary audio software.

For those who cannot listen to the live broadcast, a replay will
be available for 30 days after the conclusion of the call
through the CellStar Investor Relations web site or through PR
Newswire.  Replay will also be available one hour after the
conclusion of the call until 6:00 p.m. on Tuesday, October 8th
by dialing 800/938-2280 (Domestic) and entering the reservation
number 10503565.

CellStar Corporation is a leading global provider of
distribution and value-added logistics services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe.  CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers.  In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers.  For the year ended November 30,
2001, the Company generated revenues of $2.4 billion.
Additional information about CellStar may be found on its Web
site at http://www.cellstar.com

                        *    *    *

As reported in Troubled Company Reporter's February 20, 2002,
edition, Standard & Poor's said that it lowered its corporate
credit rating on CellStar Corp. to 'SD' (selective default) from
'CCC-' and removed its ratings from CreditWatch, where they had
been placed with negative implications on Sept. 6, 2001.

The action reflects the recent completion of the exchange of the
Carrollton, Texas, company's convertible subordinated notes due
October 2002 for securities having a total value that is
materially less then the original issue, said credit analyst
Martha Toll-Reed.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.

                         Liquidity

As of May 31, 2002, the Company had borrowed $31.1 million
against its domestic revolving credit facility.  The Company
also had $49.0 million in loans to support growth in its China
operation which were partially collateralized by restricted cash
of $33.9 million, and $2.7 million in notes outstanding in
Taiwan.  There were $39.1 million of 5% Senior Subordinated
Convertible Notes outstanding, which are mandatorily convertible
into stock in November 2002, and $19.6 million of 5% Convertible
Subordinated Notes outstanding due October 2002.  The Company
retired $1.8 million of the notes during the second quarter.  In
addition, the Company has $12.4 million of Senior Subordinated
Notes outstanding maturing in January 2007.


CENTRAL EUROPEAN: Dutch Unit Prevails against Czech Republic
------------------------------------------------------------
Central European Media Enterprises Ltd., (OTC Bulletin Board:
CETVF) announced that the quantum phase of the Stockholm
Arbitration Tribunal, which began in London September 3, 2002,
was adjourned and will re-commence November 11-14, 2002 to
permit the parties to make closing arguments.  The evidentiary
record is closed.

On September 14, 2001 the Tribunal ruled in favor of CME's
wholly-owned Dutch subsidiary in its proceedings against the
Czech Republic filed under the Bilateral Investment Treaty
between the Netherlands and the Czech Republic relating to the
Company's investment in the television company CNTS.  The
Tribunal ordered the Czech Republic "to remedy the injury that
Claimant (CME) suffered as a result of Respondent's (Czech
Republic's) violations of the Treaty by payment of the fair
market value of Claimant's (CME's) investment as it was before
consummation of the Respondent's (Czech Republic's) breach of
the Treaty in 1999 in an amount to be determined at a second
phase of the arbitration."

Central European Media Enterprises Ltd., is a TV broadcasting
company with leading stations located in Romania, Slovenia,
Slovakia, and Ukraine. CME is traded on the Over the Counter
Bulletin Board under the ticker symbol "CETVF.OB".

                         *    *    *

As reported in Troubled Company Reporter's Sept. 5 edition,
Andersen's reports on the Company's consolidated financial
statements for the year 2001 was modified on a going concern
basis since in its cash flow projections the Company was relying
on cash flows that were outside the Company management's direct
control.


CHARMING SHOPPES: Repurchases 6.3MM Shares from Limited Brands
--------------------------------------------------------------
Charming Shoppes, Inc. (Nasdaq: CHRS), the retail apparel chain
specializing in women's plus-size apparel, has repurchased
6,350,662 shares of Charming Shoppes Common Stock held by
Limited Brands, Inc., at a price of $6.95 per share, or
approximately $44.1 million in the aggregate.  The Company had
previously issued 9,525,993 shares of its common stock to
Limited Brands, Inc. in connection with the August 2001
acquisition of Lane Bryant.  This transaction completes the
repurchase of the shares issued to Limited Brands, Inc.

Year to date, the Company has repurchased 12,265,993 common
shares, which are to be held as treasury shares.  Following the
completion of this transaction, common shares outstanding are
approximately 113 million shares.

As of August 31, 2002, Charming Shoppes, Inc., operated 2,311
stores in 48 states under the names LANE BRYANT(R), FASHION
BUG(R), FASHION BUG PLUS(R), CATHERINE'S PLUS SIZES(R),
MONSOON(R) and ACCESSORIZE(R).

                           *    *    *

As reported in Troubled Company Reporter's May 24, 2002 edition,
Standard & Poor's assigned its BB- rating to Charming Shoppes'
$130 million Senior Unsecured Notes.


CHOICE ONE: S&P Affirms Junk Rating After Obtaining $49MM Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its triple-'C'-minus
corporate credit rating on competitive local exchange carrier
Choice One Communications Inc. after the company was able to
obtain about $49 million in new term loans, the deferral of
principal payments on its existing bank loan scheduled for the
fourth quarter of 2003 and the first quarter of 2004 to final
maturity date in 2009, and the suspension of most bank covenants
until the third quarter of 2004.

The rating was also removed from CreditWatch. The outlook is
negative. Rochester, New York-based Choice One had about $540
million in total debt as of June 30, 2002.

"Based on the company's recent trend of declining quarterly cash
usage, we believe that the company's estimated liquidity of less
than $57 million as of September 13, 2002, comprised of the new
term loans and less than $8 million in accessible cash, should
be able to fund operations through at least the early part of
2003," Standard & Poor's credit analyst Michael Tsao said.
"Nonetheless, such level of liquidity provides limited cushion
against execution risks and does not eliminate the possibility
of insolvency."

Choice One has been able to remain in operation due in part to
cutting overhead and capital expenditures, and obtaining the new
term loans. Because the company may find it challenging to
obtain additional capital and reduce future expenditures due to
service quality concerns, Choice One is not financially well
positioned to deal with prolonged weakness in the economy and
longer-term competition from regional Bell operating companies.


COLO.COM: Withdraws Form S-4 Following Voluntary Ch. 11 Filing
--------------------------------------------------------------
COLO.COM has made application to withdraw its Registration
Statement on Form S-4 (File No. 333-38906) filed with the
Securities & Exchange Commission on June 9, 2000. The Company
has elected not to proceed with the offering due to the
Company's recent filing of a voluntary petition under Chapter 11
of Title 11, United States Code. The Company has not offered or
sold any of its securities by means of the preliminary
prospectus contained in the Registration Statement. The Company
also requested that all fees paid to the Commission in
connection with the filing of the Registration Statement be
credited to the Company's account with the Commission for future
use.


COX TECHNOLOGIES: July 31 Balance Sheet Upside-Down by $2.2MM
-------------------------------------------------------------
Cox Technologies, Inc., (OTCBB: COXT.OB) reported positive
earnings and improved cash flow during the first quarter of
fiscal 2003 as compared to the first quarter of fiscal 2002.

Net income of $81,680, for the first quarter of fiscal 2003
reflects an improvement of $624,324 as compared to the net loss
of $542,644, for the same period last year. Cash flow in the
current quarter improved as a result of the strategic
restructuring and cost cutting measures implemented during
fiscal 2002. For the first three months of fiscal 2003, cash
flow from operating activities increased to $223,466 as compared
to a negative $109,690 for the same period in fiscal 2002.

Dr. James L. Cox, Chairman, President and Chief Executive
Officer stated, "During the first quarter of fiscal 2003, we
continued to realize benefits from our restructuring and cost
cutting measures. Cash flow continues to improve and we are
pleased with the decreased level of operating expenses as
compared to fiscal 2002. Operationally, sales of the Cox(1)
graphic recorder unit decreased 11%, but the sale of the
DataSource(R) electronic data logger unit increased 96% for the
three-month period ended July 31, 2002 as compared to the same
period last year." Dr. Cox further stated, "Although revenues
from the sale of Cox(1) units decreased to 73% of total revenues
in the current quarter as compared to 87% in the same period
last year, our redirected marketing focus to pursue sales in
electronic data logger products resulted in revenues from the
sale of these products increasing to 22% of total revenues in
the current quarter as compared to 12% in the same period last
year."

Jack G. Mason, Chief Financial Officer stated, "I am pleased
with the positive cash flow from operating activities during the
first quarter of fiscal 2003. Overall, cash decreased $76,856 as
a result of the Company paying down $200,000 on the line of
credit with RBC Centura Bank during the quarter. The positive
net income reflects our commitment to returning to profitability
and generating positive cash flow during fiscal 2003 by managing
expenses and increasing sales." Mr. Mason added, "The Company is
currently in discussions with Centura and other asset-based
lenders to extend the maturity dates of our loans beyond October
31, 2002."

Sales revenues for the quarter ended July 31, 2002 increased 3%
or $57,252 as compared to the prior year period, primarily due
to an increase in electronic data logger sales, primarily offset
by a decrease in Cox(1) product sales and a decrease in average
sales price for all products due to increased competition in the
industry. The cost of sales for the current quarter decreased
17% or $268,076 as compared to the prior year period. This
decrease is mainly due to a decrease in labor and benefits
costs, supplies used in the manufacturing process and a
reduction in the price of raw material components, somewhat
offset by increased shipping expenses and retriever fees.

General and administrative expenses decreased 22% or $149,006
and selling expenses decreased 41% or $165,669, in the current
quarter as compared to the same period last year. The decreases
are primarily related to lower wages, benefits, legal fees and
commissions, partially offset by an increase in outside services
and travel expenses.

At July 31, 2002, Cox Technologies' balance sheet shows a total
shareholders' equity deficit of about $2.2 million.

Cox Technologies is engaged in the business of producing and
distributing transit temperature recording instruments, both
domestically and internationally. The Cox(1) graphic recorder
and the DataSource(R) and Tracer(R) electronic data loggers are
marketed under the trade name Cox Recorders and produce a record
that is documentary proof of temperature conditions.


CROWN CRAFTS: Michael Bernstein Discloses 13.8% Equity Stake
------------------------------------------------------------
Michael Bernstein beneficially owns a total of 1,305,243 shares
of the common stock of Crown Crafts, Inc., comprising
approximately 13.8 percent of the 9,421,437 shares of common
stock outstanding as of June 30, 2002 as reported by the
Company.  Mr. Bernstein has sole voting and dispositive power
over 701,212 shares of the common stock, of which 520,064 shares
are held directly or in personal retirement accounts, 98,912
shares are held by Mr. Bernstein as custodian or trustee for the
benefit of his children and 82,236 shares are held by a family
foundation of which Mr. Bernstein is sole trustee.  Mr.
Bernstein is a co-executor of the estate of Philip Bernstein,
deceased, and therefore shares voting and dispositive power over
421,031 shares of the common stock held in that estate. Mr.
Bernstein, together with his sister, holds a power of attorney
over 118,000 shares of common stock owned by Inez Bernstein, his
mother, and therefore shares voting and dispositive power over
those shares.  Mr. Bernstein is also a trustee of a trust that
owns 65,000 shares of the common stock, and Mr. Bernstein may
therefore be deemed to share voting and dispositive power over
those shares.

Elizabeth Fishman beneficially owns 896,189 shares of the common
stock of Crown Crafts, Inc., comprising approximately 9.5
percent of the 9,421,437 shares of common stock outstanding as
of June 30, 2002 as reported by the Company.  Mrs. Fishman has
sole voting and dispositive power over 357,158 shares of the
common stock.  Mrs. Fishman is a co-executrix of the estate of
Philip Bernstein, deceased, and therefore shares voting and
dispositive power over 421,031 shares of the common stock held
in that estate.  Mrs. Fishman, together with Michael Bernstein,
holds a power of attorney over 118,000 shares of the common
stock owned by Inez Bernstein, and therefore shares voting and
dispositive power over those shares.

Michael Bernstein is the brother of Elizabeth Fishman, and as a
result of their family relationship, they may in the future act
in concert with respect to the acquisition, holding, voting or
disposition of the shares of this common stock, or in other
matters.  Mr. Bernstein and Mrs. Fishman have no present plan or
arrangement to so act in concert, and (other than with respect
to the securities as to which they share voting and dispositive
power) expressly disclaim beneficial ownership of the shares of
common stock beneficially owned by the other.

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

                          *   *   *

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

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


CRYOCON INC: Must Raise Fresh Capital to Continue Operations
------------------------------------------------------------
Cryocon Inc., does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern. Until that time, the stockholders
have committed to covering the operating costs of the Company.

To the extent that funds generated from operations does not
cover operations, the Company will have to raise additional
working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms
acceptable to the Company. If adequate working capital is not
available, the Company may be required to curtail its
operations.

Company revenues for the three months ended June 30, 2002
increased 9% to $19,815 from $18,131 for the same period in
2001. The increase in revenues is attributable primarily to
corporate refocusing and restructuring through pricing and
market development.

Cost of revenues consists primarily of materials and supplies.
Cost of revenues decreased 12% to $5,047 for the three months
ended June 30, 2002 from $6,862 for the three months ended June
30, 2001, representing 25% and 38% of the total revenues for the
three months ended June 30, 2002 and June 30, 2001,
respectively. The decrease in cost of revenues is attributable
to sales price increase and more efficient operation.

For the three months ended June 30, 2002 and 2001, respectively,
gross profit was $14,768 and $11,269, which represents a 31%
increase. The gross profit as a percentage of revenues decreased
to 75% for the three months ended June 30, 2002 from 62% for the
three months ended June 30, 2001. The increase of the gross
profit as a percentage of revenues is attributable to increase
in service sales price and a more efficient operation.

Net loss for the three months ended June 30, 2002 amounted to
$825,645 and represents 4167% of the revenues, as compared with
4480% of the revenues, for the three months ended June 30, 2001.
The increase in the net loss is mainly attributable to the
increase in general and administrative costs.

The Company indicates that it believes future cash flow from
operations together with current cash is inadequate to provide
for 60 days of operations; therefore, it may need funding
traditional bank financing or from a debt of equity offering.


CYTOGEN CORP: Restructures AxCell Unit to Focus on Oncology Line
----------------------------------------------------------------
Cytogen Corporation (Nasdaq: CYTO), a biopharmaceutical company
with an established and growing product line in oncology,
announced a realignment of its AxCell Biosciences subsidiary in
an effort to reduce expenses and position Cytogen for stronger
long-term growth in oncology.  The plan, which includes a 75%
reduction in workforce at AxCell Biosciences, will allow
continued research related to the role of novel proteins and
signal transduction pathways in disease progression through both
external collaborations and internal data mining.

"This restructuring is a reflection of both the evolving
opportunities in functional proteomics research as well as the
realities of current market conditions," said Michael D. Becker,
interim chief executive officer of AxCell Biosciences.  "While
AxCell will continue to pursue promising opportunities in the
area of signal transduction research, this move reinforces
Cytogen's stated corporate objective of developing and marketing
oncology products."

In accordance with the new plan, AxCell has reduced its staff by
approximately 75%, suspended certain projects, and implemented
several other cost-saving measures.  This action is expected to
lower Cytogen's annual operating expenses by approximately $1.4
million beginning in the fourth quarter of 2002.

"Cytogen's long-term strategy and business plan remain on
track," said H. Joseph Reiser, Ph.D., president and chief
executive officer of Cytogen Corporation.  "Adjusting AxCell's
cost structure will position us to meet our financial objectives
and continue to build on the strengths of our core oncology
business strategy."

Following the restructuring, AxCell will continue to support key
research projects that are in the later stages of development as
well as those programs that involve the most productive research
collaborations.  The Company is moving aggressively forward in
evaluating and prioritizing the programs that offer the greatest
commercial potential and will continue to explore strategic
alternatives for AxCell through its investment banker.

"As the potential market applications for proteomics research
continue to evolve, AxCell offers a very balanced and adaptable
business model," concluded Becker.  "This restructuring allows
us to reduce costs while maintaining many of the organization's
core competencies."

Cytogen Corporation of Princeton, NJ is a biopharmaceutical
company with an established and growing product line in prostate
cancer and other areas of oncology.  Currently marketed products
include ProstaScint(R) (a monoclonal antibody-based imaging
agent used to image the extent and spread of prostate cancer);
BrachySeed(TM) I-125 and Pd-103 (two uniquely designed, next-
generation radioactive seed implants for the treatment of
localized prostate cancer); and Quadramet(R) (a skeletal
targeting therapeutic radiopharmaceutical marketed for the
relief of bone pain in prostate and other types of cancer).
Cytogen is evolving a pipeline of oncology product candidates by
developing its prostate specific membrane antigen, or PSMA,
technologies, which are exclusively licensed from Memorial
Sloan-Kettering Cancer Center.  AxCell Biosciences of Newtown,
PA, a subsidiary of Cytogen Corporation, is engaged in the
research and development of novel biopharmaceutical products
using its portfolio of functional proteomics solutions and
collection of proprietary signal transduction pathway
information.  For more information, visit http://www.cytogen.com
and http://www.axcellbio.com

                           *    *    *

As previously reported, Cytogen Corporation was notified by The
Nasdaq Stock Market, Inc., that the Company's common stock had
closed for more than 30 consecutive trading days below the
minimum $1.00 per share requirement for continued inclusion on
the Nasdaq National Market.

In accordance with Nasdaq rules, the Company was afforded 90
calendar days, or until November 12, 2002, to regain compliance
with the minimum bid price requirements. If, at anytime before
November 12, 2002, the bid price of the Company's common stock
closes at $1.00 per share or more for a minimum of 10
consecutive trading days, The Nasdaq Stock Market, Inc., staff
will provide written notification that the Company complies with
Marketplace Rule 4450(a)(5). If the Company cannot demonstrate
compliance by that date, the Company's common stock is subject
to being delisted from the Nasdaq National Market pending other
options the company may enact at that time.


DIEDRICH COFFEE: Working Capital Deficit Tops $10MM at July 3
-------------------------------------------------------------
Diedrich Coffee Inc., (Nasdaq:DDRX) announced results for the
fiscal year ended July 3, 2002, reporting its first year of
profitable operations since going public in 1996. Diedrich
Coffee earned $1,269,000 in fiscal 2002, compared with a loss of
$3,988,000 reported in 2001. Net income for the fourth quarter
was $671,000, compared with a net loss of $2,408,000 for the
fourth quarter of fiscal 2001.

"Achieving profitability is truly a milestone event for us,"
stated Phil Hirsch, Diedrich Coffee's chief executive officer.
"Without taking anything away from this accomplishment, we do
realize that this improvement in profitability has been the
result of eliminating unprofitable sources of revenue, applying
the necessary discipline to ensure related expense reductions
and the reduction of certain expense items such as interest and
depreciation. Obviously, we cannot rely on this strategy
indefinitely to increase our profitability and shareholder value
in the future. Therefore, during this next fiscal year and
beyond, we will continue to focus on improving our existing
retail store operations and profitability. But unlike the past
few years, on a go-forward basis we will be increasing the
relative energy devoted to our growth initiatives. Our growth
efforts will be focused in two primary areas: wholesale
distribution, and expanding our Gloria Jean's brand on a retail
unit basis, both domestically and internationally."

In light of reduced interest expense resulting from the
company's consistent reduction of bank debt over the past
several years, reduced depreciation expense due to retail unit
divestures, and the elimination of goodwill amortization expense
resulting from the company's implementation of SFAS 142 during
fiscal 2002, management believes that earnings per share has
become a more meaningful performance metric than operating
EBITDA, which it has used in the past.

                         Operating Results

In light of the decline in revenue versus the prior year, as had
been anticipated and the fiscal 2002 profit improvement resulted
from significant reductions in every expense line shown on the
table of Selected Consolidated Financial Information. More
significant than the absolute amount of the expense reductions
is the fact that every line item except G&A expense (which has a
significant fixed overhead element) decreased as a percentage of
total revenue.

According to Matt McGuinness, chief financial officer for
Diedrich Coffee: "Our fiscal 2002 numbers are the result of
initiatives implemented over the past two fiscal years. Our
focus over that time has been to complete the integration of the
Gloria Jean's acquisition, reduce overhead, eliminate
unprofitable retail locations, improve store level economics and
refocus our resources on our core strength, our coffee. During
this process we have also been developing a growth strategy that
we believe best leverages our brands and our other strengths.
With much of this foundation building now successfully
completed, along with the recent completion of our debt
refinancing earlier this month, we are now well positioned to
focus our attention on growth initiatives."

Fourth-quarter results improved compared with the prior-year
period generally due to the same factors as noted above for the
full fiscal year 2002.

                              Revenue

Total revenue for the year ended July 3, 2002, was $62,207,000,
a decrease of $10,005,000 (13.9%), compared with revenue of
$72,212,000 for the prior year ended June 27, 2001. This
decrease consists of a decline in retail sales of $8,267,000
(17.6%) and a decrease in wholesale revenue of $1,864,000
(10.1%), partially offset by a $126,000 (1.9%) increase in
franchise revenue.

As planned, closings and sales of under-performing company-owned
locations caused fiscal 2002 retail sales to decline by
$8,388,000. The balance of the reduction was due to a $515,000
(2.4%) decline in comparable company store sales. These
reductions were partially offset by $636,000 in additional
revenue because fiscal 2002 was a 53-week year, compared with
fiscal 2001, which was comprised of 52 weeks.

For the fourth fiscal quarter, revenue component trends were
generally consistent with those described above except in the
case of wholesale revenue, which increased 9.7% compared with
the year ago quarter. Year-over-year roasted coffee sales to
franchisees were much less negative for the quarter than for the
year, due to significant improvement in franchise comparable
store sales trends during the most recent quarter as noted
below.

                    Comparable Store Sales

Systemwide comparable store sales at Gloria Jean's units
declined 3.8% during fiscal 2002, compared with fiscal 2001.

Systemwide comparable store sales at Diedrich Coffee brand
coffeehouses open at least one year declined 2% for the year, as
compared with the prior year, while comparable store sales at
the company's Coffee People coffeehouses declined 1.1% during
this same period.

Systemwide same-store sales trends have generally been improving
during fiscal 2002, however, and were positive for two of the
company's three retail brands during the fourth fiscal quarter.
For the quarter, systemwide comparable store sales at Gloria
Jean's stores open at least one year decreased by only 0.1%,
while Diedrich Coffee comparable store sales increased 1.9% and
Coffee People comparable store sales increased 0.9% over the
prior year.

The Company's July 3, 2002 balance sheet shows that its total
current liabilities exceeded its total currents assets by about
$10 million.

                    Goals for Fiscal 2003

The company set the following goals for its current fiscal year:

     --  Open at least 50 new retail coffee units worldwide,
primarily under the Gloria Jean's brand;

     --  Achieve positive systemwide comparable store sales;

     --  Begin replacing revenues lost from retail store
closures and divestitures via same-store sale growth, new units
and increased wholesale distribution;

     --  Achieve double-digit earnings per share growth.

With headquarters in Irvine, Diedrich Coffee specializes in
sourcing, roasting and selling the world's highest quality
coffees. The company's three brands are Gloria Jean's Coffees,
Diedrich Coffee and Coffee People. The company's 377 retail
outlets, the majority of which are franchised, are located in 37
states and 10 foreign countries. Diedrich Coffee also sells its
coffees through more than 390 wholesale accounts including
office coffee service distributors, restaurants and specialty
retailers, via mail order and the Internet. For more information
about Diedrich Coffee, call 800/354-5282, or visit the company's
Web sites at http://www.diedrich.com http://www.gloriajeans.com
or http://www.coffeepeople.com


DLJ MORTGAGE: Fitch Affirms Low-B Classes B-3, B-4 Notes Ratings
----------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-CF2
certificates as follows: $30.6 million class A-3 to 'AA' from
'AA-' and $25.5 million class B-1 to 'A+' from 'A'. Fitch
affirms $203.5 million class A-1B, $30.6 million class A-2 and
interest-only class S at 'AAA'. In addition, Fitch affirms the
$12.7 million class B-2 at 'BBB', $30.6 million class B-3 at
'BB' and $17.8 million class B-4 at 'B'. Fitch does not rate the
$16.9 million class C. The rating affirmations follow Fitch's
annual review of the transaction, which closed in November 1996.

The upgrades reflect increased credit enhancement levels along
with steady pool performance since Fitch's last review. As of
the September 2002 distribution date, the pool's aggregate
certificate balance had decreased by 28%, to $368.2 million from
$508.6 million at issuance. Midland Loan Services, Inc., the
master servicer, collected year-end 2001 operating statements
for 78% of the loans by principal balance. Based on these
operating statements, the pool's 2001 weighted average debt
service coverage ratio increased to 1.60 times from 1.57x at YE
2000 and 1.33x at issuance. Five loans (3.5%) had YE 2001 DSCRs
less than 1.0x. Thus far the pool has had two realized losses,
one in 2000 from the sale of a real estate owned loan and the
other in July 2002 from a discounted payoff. Combined, the
losses represented a small portion (4.8%) of class C's balance.

Of five loans (3.6%) in specially servicing, two are REO loans
(1.8%) currently being marketed for sale. One of the properties
is an independent living facility in Chattanooga, TN; the other
is a vacant big box retail property located in Clinton, IA. The
recent appraisals are significantly below the current loan
balance indicating the potential for future losses to the trust.
A third loan in special servicing is a hotel property (0.7%)
located in Whiteville, NC. The loan transferred to special
servicing after the borrower fell behind on debt service
payments when increased competition negatively affected the
hotel's income. The loan is current and the special servicer is
monitoring the loan for potential return to the master servicer.
The last two loans (1.2%) are in special servicing due to
delinquent tax escrows. The escrows were recently repaid using
the replacement reserve account. Both loans are expected to
return to the master servicer shortly.

After taking into consideration the potential losses on the two
REO loans and assuming other loans of concern were to default at
higher than expected probability of default and loss severity,
the resulting subordination levels were sufficient to support
the upgrades and affirmations. Fitch will continue to monitor
this transaction, as more loans are expected to refinance.


DOMAN: S&P Downgrades Rating to D After Missed Interest Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on pulp and lumber producer Doman
Industries Ltd., to 'D' from double-'C', after the company
failed to make its September 15, 2002, interest payment on its
8.75% US$388 million senior unsecured notes.

At the same time, the senior secured debt rating on the Duncan,
B.C.-based company was lowered to 'D' from triple-'C'-minus, and
the senior unsecured debt rating was lowered to 'D' from single-
'C'. The ratings were removed from CreditWatch, where they were
placed September 11, 2002, following the company's announced
intention to defer payment on the notes.

"Standard & Poor's believes that Doman has sufficient liquidity
in cash and available credit facilities to make the payment,"
said Standard & Poor's credit analyst Clement Ma. "Nevertheless,
with continued weak conditions in lumber and pulp, exacerbated
by softwood lumber duties on export sales, the company will
likely be unable to generate sufficient EBITDA and cashflow to
make continuing interest payments at the current high levels of
debt."

Doman is in the process of developing a restructuring plan and
is considering whether funding of the deferred interest payment
is the best use of the company's financial resources. Although
the company has 30 days to make the interest payment without
constituting an event of default under bondholder indentures,
Standard & Poor's has no reason to believe that payment will be
made within this grace period. Nevertheless, earlier in the
year, after defaulting on its March 15, 2002, interest payment,
Doman subsequently made the payment within the 30-day grace
period.


EMPRESA ELECTRICA: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Empresa Electrica Del Norte Grande S.A.
        Avenida Apoqindo 3721, Oficina 81
        Las Condes
        Santiago, Chile

Bankruptcy Case No.: 02-14530

Type of Business: The Debtor is a partially integrated electric
                  utility engaged in the generation,
                  transmission and sale of electric power in
                  northern Chile. The Debtor owns and operates
                  coal, gas, diesel, fuel oil and hydroelectric
                  generating facilities.

Chapter 11 Petition Date: September 17, 2002

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Lindsee Paige Granfield, Esq.
                  Thomas J. Moloney, Esq.
                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, NY 10006
                  (212) 225-2000
                  Fax : (212) 225-3499

Total Assets: $612,861,000 (as of July 31, 2002)

Total Debts: $385,483,000 (as of July 31, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Union Bank of Switzerland, Stamford Branch        $259,956,597
Paul Morrison, Executive Director
677 Washington
Boulevard, Stamford,
Connecticut, 06912,
United States

Bank of America, N.A.                              $92,441,250
Mary-Claire Carter, Agency Management
1850 Gateway Boulevard,
Concord, California 94520,
United States
925-682-4644

Ansaldo Energia S.P.A. Via Nicola Lorenzini 8,      $1,022,545
Malverino Porfido, Risk Director
16152 Genova, Italy
39-010-655

Puerto Mejillones S.A.                                $229,667

Babcock Montajes Chile S.A.                           $148,524

Ypf S.A. Avda. Pte. Roque Saenz                       $138,023

Electroandina S.A.                                    $116,568

B. Bosch S.A.                                          $91,931

Esso Chile Petrolera Ltda.                             $75,595

Shinwa (USA) Inc.                                      $70,584

Mobil Argentina S.A.                                   $62,248

Tecpetrol S.A.                                         $62,248

Adan Rozas Catalan El Yodo Nro. 8137                   $50,236

Western Bulk Carriers                                  $43,125

Cdec-Sing Ltda.                                        $43,125

ACE Seguros S.A.                                       $39,946

Empresa Electrica Cavancha S.A.                        $39,640

Compa¤Ħa de Petroleos de Chile S.A.                    $26,262

Compa¤ia General De Combustibles S.A.                  $13,562

Roberto Miranda M. Gonzalo Cerda Nro. 1224             $13,024


ENRON CORP: Court Approves Settlement Pact with Dynegy, et. al.
---------------------------------------------------------------
With the parties' desire to compromise and settle all pending
suits and disputes, Judge Gonzalez allows Enron Corp., Enron
Transportation Services Company and CGNN Holding Company Inc. to
enter into a Mutual Release and Settlement Agreement with Dynegy
Inc., Dynegy Holdings Inc., Stanford Inc., Badin Inc. and Sorin
Inc.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, in New York,
relates that on August 15, 2002, the Parties executed the Mutual
Release and deposited to an escrow agent $25,000,000.  On
September 9, 2002, $10,000,000 will be released to Enron.  Upon
final judgment of the Agreed Order of Dismissal with Prejudice,
$15,000,000 will be released to Enron; provided, however, that
these four conditions are satisfied:

    (i) a petition for relief under the United States Bankruptcy
        Code is filed by or against Dynegy or Dynegy Holdings
        before the Agreed Order of Dismissal with Prejudice
        becomes a Final Judgment;

   (ii) a motion to lift the automatic stay filed by any Enron
        Party for the purpose of filing the Joint Motion for
        Dismissal with Prejudice and Agreed Order of Dismissal
        with Prejudice is denied;

  (iii) the Court has entered an Order approving this Motion
        including the authorization of the Enron Parties to file
        irrevocable waivers of their respective rights to file
        proofs of claim in respect of the Pending Suit and the
        Dispute in Dynegy Party's bankruptcy case; and

   (iv) the Order has become a Final Order.

The Mutual Release also provides that any claims by the Dynegy
Parties against any Enron Party for return or refund of amounts
transferred pursuant to the Mutual Release by reason of the
failure to obtain the Final Order will be entitled to
administrative priority within the Bankruptcy Proceeding.

Upon entry of the Final Judgment, the Parties will be mutually
released from claims, demands, liens, actions, administrative
proceedings, and causes of action relating to the Pending Suit,
the Merger Agreement and the Option Agreement.  The Parties will
also terminate the Merger Agreement pursuant to Section 9.1 of
the Merger Agreement as of November 28, 2001 with no further
contract responsibility or claims for breach of contract to
survive.

Aside from the Mutual Release, the Parties also executed Waiver
and Mutual Release Agreement, Escrow Agreement and Consent and
Waiver.

Pursuant to the Waiver and Mutual Release Agreement, Dynegy
Holdings relinquishes all claims on an escrow established in
respect to a Working Capital Adjustment.  The funds in the
escrow, totaling over $63,000,000 including accrued interest,
will be released to CGNN on September 9, 2002.

The Escrow Agreement governs the release to Enron of the
$25,000,000 cash payment by the Dynegy Parties.  The Consent and
Waiver enables Dynegy to close its announced sale of NNGC to
MidAmerican Energy Holdings Company on August 16, 2002.

Mr. Sosland convinced Judge Gonzalez that the settlement renders
a favorable development for the Debtors' estates because:

  -- Dynegy's possible bankruptcy filing if the Pending Suit is
     not resolved undermines the value of the Debtors' claim
     against Dynegy; and

  -- Enron's various disclosures over the past few months could
     be used by Dynegy to support its argument that it is
     entitled to terminate the Merger Agreement due to
     misrepresentations made by Enron. (Enron Bankruptcy News,
     Issue No. 42; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)


ENRON: Sierra Pacific Litigation Hearing Continues on October 3
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) said that the United States
Bankruptcy Court for the Southern District of New York will hear
additional arguments on October 3, 2002, regarding litigation
involving Enron Power Marketing and Sierra Pacific's
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company.

The Enron Corp., subsidiary has been seeking the posting of
collateral from the Sierra Pacific companies for claims related
to contracts that had been terminated by Enron earlier this
year.

Although the Court denied on Friday, September 13, 2002, Sierra
Pacific's request for a stay until a ruling by FERC on the issue
expected in May 2003, the Company said it was encouraged that
the New York Court delayed a decision on the collateral request
pending further arguments.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company,
the electric utility for most of southern Nevada, and Sierra
Pacific Power Company, the electric utility for most of northern
Nevada and the Lake Tahoe area of California. Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada.  Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns 50 percent interest
in an interstate natural gas transmission partnership and
several unregulated energy services companies.


ENVIRONMENTAL SAFEGUARDS: Appoints Michael D. Thompson as CFO
-------------------------------------------------------------
Environmental Safeguards, Inc. (Amex: EVV), a soil remediation
and hydrocarbon recycling firm headquartered here, announced the
appointment of Michael D. Thompson as chief financial officer.

Prior to joining Environmental Safeguards, Inc. in July 2002,
Mr. Thompson was the chief operating officer of Outsourcing
Services, Inc., an accounting outsourcing and consulting firm,
since January 1977, having previously served for approximately
six years as CFO of The Hanover Company, an integrated, national
real estate development concern.  Both companies are based in
Houston.

Mr. Thompson is a certified public accountant and holds a B.B.A.
(with honors) from the University of Texas.

                         *    *    *

As reported in Troubled Company Reporter's Sept. 6, 2002
edition, Environmental Safeguards filed an application with the
Securities and Exchange Commission to withdraw its common stock
from listing and registration on the American Stock Exchange.
The American Stock Exchange has been notified of this filing.

The Board of Directors felt that it was in the best interest of
its shareholders to initiate the delisting from the American
Stock Exchange and initiate steps to cause its shares to be
traded on the OTC Bulletin Board.


EUROGAS: May Face Insufficient Cash for Working Capital Needs
-------------------------------------------------------------
EuroGas has accumulated a deficit of $141,952,004 through June
30, 2002. EuroGas has had substantially no revenue and has
incurred losses from operations and negative cash flows from
operating activities during the six months ended June 30, 2002
and 2001 and the year ended December 31, 2001.  At June  30,
2002, the Company had a working capital deficiency of
$10,653,498.  These conditions raise substantial doubt regarding
the Company's ability to continue as a going concern.
Realization of the investment in properties and equipment is
dependent upon management obtaining financing for exploration,
development and production of its properties. In addition, if
exploration or evaluation  of oil and gas properties not subject
to amortization is unsuccessful, all or a portion of the
recorded amount of those properties will be recognized as
impairment losses.  Management plans to finance operations and
acquisitions through borrowing and possibly through the issuance
of additional equity securities, the realization of which is not
assured.

The Company is primarily engaged in the acquisition of rights to
explore for and exploit natural gas, coal bed methane gas, crude
oil, talc and other minerals. The Company has acquired interests
in  several large exploration concessions and is in various
stages of identifying industry partners, farming out exploration
rights, undertaking exploration drilling, and seeking to develop
production. The Company is also involved in a planning-stage co-
generation and mineral reclamation project.

At December 31, 2000, EuroGas owned 50.1% of the capital stock
of Big Horn Resources, Ltd., a Canadian full service oil and gas
producer.  Big Horn's business was conducted primarily in
western Canada, particularly in the provinces of Alberta and
Saskatchewan.  Through 2001, the Company sold  its shares of Big
Horn.  The Company's sale of its controlling interest in Big
Horn, and the non-consolidation of Big Horn thereafter, the
Company had substantially no oil and gas sales for the three
months ended June 30, 2002 and 2001.

The Company incurred a net loss of $6,737,024 for the three
months ended June 30, 2002, compared to a net loss of $1,857,038
for the three months ended June 30, 2001. The losses were due in
large part to $3,937,500 of impairment of oil property
interests, the grant of stock purchase warrants as settlement
costs of $1,690,893, and as the absence of revenues, combined
with continued administrative, depreciation, and other recurring
continuing expenses.

The Company's net loss for the six months ended June 30, 2002
was $7,225,507, compared to a net loss of $3,065,696 for the six
months ended June 30, 2001.   The losses were due in large part
to the same factors as listed above. The Company is subject to
fluctuations in currency exchange rates, which may result in
recognition of significant gains or losses during any period.
The Company recognized a net gain of $215,184 during the six
months ended June 30, 2002 and a net loss of $1,113 during the
six months ended June 30, 2001, as a result of exchange rate
changes and currency transactions. The Company does not
currently employ any hedging techniques to protect against the
risk of currency fluctuations.

EuroGas had an accumulated deficit of $141,952,004 at June 30,
2002, substantially all of which has been funded out of proceeds
received from the issuance of stock and the incurrence of
liabilities. At June 30, 2002, the Company had total current
assets of $1,360,211 and total current liabilities of
$12,013,709 resulting in negative working capital of
$10,653,498. As of June 30, 2002, the Company's balance sheet
reflected $2,366,000 in mineral interests in properties not
subject to amortization, net of valuation allowance. These
properties are held under licenses or concessions that contain
specific drilling or other exploration commitments and that
expire within one to three years, unless the concession or
license authority grants an extension or a new concession
license, of which there can be no assurance.  If the Company is
unable to establish production or resources on these properties,
is unable to obtain any necessary future licenses or extensions,
or is unable to meet its financial commitments with respect to
these properties, it could be forced to write off the carrying
value of the applicable property.

Throughout its existence, EuroGas has relied on cash from
financing activities to provide the funds  required for
acquisitions and operating activities. During the six months
ended June 30, 2002, the Company received $1,100,156 in cash
from the sale of its Enterra preferred stock, received $503,723
from the sale of securities available for sale, but expended
$220,172 in the purchase of property and equipment and
development of mineral interests, $1,440,877 in operations and
$81,596 to purchase  treasury stock. As a result, the Company's
financing activities used net cash of $79,746 during the six-
month period ended June 30, 2002.

While the Company had cash of $131,204 at June 30, 2002, it has
substantial short-term and long-term financial commitments. Many
of the Company's projects are long-term and will require the
expenditure of substantial amounts over a number of years before
the establishment, if ever, of production and ongoing revenues.

As noted above, the Company has relied principally on cash
provided from equity and debt transactions to meet its cash
requirements. The Company does not have sufficient cash to meet
its short-term or long-term needs, and it will require
additional cash, either from financing transactions or operating
activities, to meet its immediate and long-term obligations.
There can be no assurance that the  Company will be able to
obtain additional financing, either in the form of debt or
equity, or that, if such financing is obtained, it will be
available to the Company on reasonable terms.  If the Company is
able to obtain additional financing or structure strategic
relationships in order to fund existing  or future projects,
existing shareholders will likely continue to experience further
dilution of their percentage ownership of the Company.

If the Company is unable to establish production or reserves
sufficient to justify the carrying value of its assets, to
obtain the necessary funding to meet its short and long-term
obligations, or to fund its exploration and development program,
all or a portion of the mineral interests in unproven properties
will be charged to operations, leading to significant additional
losses.


EXODUS: Venture Asset Tapped to Manage Private Equity Portfolio
---------------------------------------------------------------
Venture Asset Group, LLC, has been selected by "EXDS" (the
estate of the company formerly known as "Exodus Communications")
to provide advisory services related to the restructuring of its
private equity and debt investment portfolio.

The Exodus investment portfolio includes a variety of technology
companies ranging from data storage software to managed
services. The portfolio represents over $200 million of invested
capital in 17 private companies.

"Within the EXDS portfolio, there are several investments in
distressed companies," said Richard Jenkins, a Director of
Alvarez and Marsal, Inc. which is acting as the Plan
Administrator for EXDS.  "Venture Asset Group has an
accomplished and experienced team capable of assessing these
investments to determine where value is strongest and then
selling or restructuring these investments to create value for
EXDS."

In addition to the Exodus estate, Venture Asset Group has worked
with portfolios from companies such as Comdisco Ventures and
Western Technology Investment restructure private equity and
debt investments.

"The recent recession has resulted in many CFOs and fund
managers of corporate venture funds being tasked with managing a
significant number of non-performing or non-strategic
investments," said Sean Doherty, managing partner, Venture Asset
Group.  "Earlier this year we developed a specialized practice
area to assist corporate debt or equity funds like EXDS with the
restructuring, sale, or other disposition of selected non-
strategic investments."

Recently, Venture Asset Group also assisted EXDS with the sale
of three large Exodus Internet Data Centers in Austin, Toronto
and Washington, DC to Dell Computer, Q9 Networks and Freddie
Mac, respectively.

Based in Palo Alto, Calif., Venture Asset Group provides trusted
advisory and transaction services to the technology and network
infrastructure industries. Venture Asset Group works
strategically with its clients to provide maximum value from the
divestiture of technology assets, intellectual property,
strategic business units and telecom infrastructure.  Venture
Asset Group's management team includes seasoned executives from
senior positions at some of the most successful emerging telecom
and technology companies in the world.

More information about Venture Asset Group can be found at
http://www.VentureAG.comor by calling 650-470-7500.


FAIRFIELD MFG.: Liquidity Strained After Sales & Profits Decline
----------------------------------------------------------------
Fairfield Manufacturing Company, Inc.'s net sales and profits
have been adversely affected by the general slowdown in the
economy and the recent recession, as well as a result of pricing
pressure from foreign competitors, principally due to the strong
U.S. dollar.  In addition, the Company's profitability has
suffered due to an unfavorable product mix, which is a result of
the Company's decision to take on new business at lower margins
to get through the economic downturn coupled with a decrease in
volume on higher margin sales.  The Company's current level of
sales and profits has strained its liquidity and capital
resources, and the present market conditions are expected to
continue for the foreseeable future.

Net sales for the three months ended June 30, 2002 were $42.1
million, an increase of $9.4 million, or 28.8%, from the same
period in 2001.  For the six months ended June 30, 2002, the
Company's net sales increased by $4.6 million, or 6.3%, to $77.1
million compared to $72.5 million for the six months ended June
30, 2001.  The increases in sales for the three and six months
ended June 30, 2002 compared to such periods in 2001 were
primarily driven by an increase in new business in the on-
highway and industrial markets.  In addition, the Company
continues to experience a slight recovery in the agriculture
market, and some recovery is apparent in the road rehabilitation
and rail markets.  The access platform market continues to
remain depressed when compared to sales levels of similar
periods in 2001.  Although the Company has experienced an
increase in second quarter and year-to-date net sales compared
to 2001, the Company continues to be hampered by renewed
softness in its customers' markets.

The Company believes that the downturn in several of its core
markets is a direct result of the slowdown in the U.S. economy,
tight lending and capital policies, and pricing pressure from
foreign competition, principally due to the strong U.S. dollar.
In addition, while the Company continues to execute its
expansion plans at Fairfield Atlas Limited to gain access to new
markets and to develop a low cost manufacturing and procurement
base for certain products, those operations are growing slower
than anticipated and recent world and regional events will
likely delay and/or further disrupt the expansion plans.
Completion of the Fairfield Atlas Limited expansion plans
requires further capital resources.

Cost of sales for the three months ended June 30, 2002 increased
by $7.9 million to $38.6 million compared to $30.7 million for
the same period in 2001.  Gross margin was 8.5% for the second
quarter of 2002 compared to 6.1% for the second quarter of 2001.
For the first half of 2002, cost of sales were $71.2 million,
compared to $64.7 million for the first half of 2001.  Gross
margin was 7.7% for the first half of 2002 compared to 10.7% for
the first half of 2001.  The decrease in gross margin, on a
year-to-date comparison, relates to production inefficiencies
due to the launch of new business, higher healthcare costs,
unfavorable product mix and continued pricing pressure.

Selling, general and administrative expenses were $3.5 million,
or 8.3% of net sales, for the three months ended June 30, 2002,
compared to $3.7 million, or 11.4% of net sales for the same
period in 2001.  For the six months ended June 30, 2002, SG&A
decreased by $0.6 million, or 8.4%, to $6.9 million compared to
$7.5 million for the six months ended June 30, 2001. The
decrease in SG&A expenses reflects the fact that goodwill is no
longer amortized.  Goodwill amortization for the six months
ended June 30, 2001 was $0.9 million.

Earnings from operations for the three months ended June 30,
2002 increased to $0.1 million, or 0.1% of net sales, compared
to a loss of $1.7 million, or 5.3% of net sales, for the
comparable 2001 period.  For the six months ended June 30, 2002,
the Company's earnings from operations were a loss of $1.0
million, or 1.2% of net sales, compared to $0.3 million, or 0.4%
of net sales for the first six months of 2001.  The reduction in
earnings is directly attributed to the production
inefficiencies, healthcare costs, product mix and pricing
pressure as stated previously.

Interest expense, net in the second quarter of 2002 increased to
$2.9 million from $2.8 million for the second quarter of 2001.
For the first half of 2002 and 2001, interest expense, net was
$5.8 million and $5.5 million, respectively.  The increase
reflects higher average debt outstanding and a lower level of
short-term investments during the first half of 2002 versus the
first half of 2001.

                     Liquidity and Capital Resources

The Company has the ability to obtain short-term borrowings
under its credit agreement to meet liquidity requirements.
Availability under the Company's revolver was $19.2 million at
June 30, 2002.  Net cash used by operations for the six months
ended June 30, 2002 was a minus $5.9 million, a decrease in cash
flows from operations of $1.8 million compared with the same
period in 2001 when net cash used by operations was a minus $4.1
million.  Net cash used by operations in 2002 was lower due to
an increase in accounts receivable during the second quarter of
2002 compared to the same quarter of 2001.  Working capital less
cash at June 30, 2002 increased to $19.5 million from $14.1
million at December 31, 2001 reflecting a higher investment in
accounts receivable relative to sales, partially offset by an
increase in accounts payable.

Capital expenditures for manufacturing equipment, machine tools,
and building improvements totaled $2.5 million and $4.1 million
during the six months of 2002 and 2001, respectively, exclusive
of $1.8 million and $0.4 million in 2002 and 2001, respectively,
which was funded by accounts payable.  Capital expenditures for
2002 have been primarily related to the expansion of Fairfield
Atlas Limited whereas expenditures in 2001 were primarily for
replacement equipment.  The Fairfield Atlas Limited expansion is
not yet complete and will require further capital expenditures.
It is anticipated that the expansion will be completed by the
end of 2002.

Net cash provided by financing activities was $1.7 million
during the second quarter of 2002 compared to net cash provided
of $3.2 million during the second quarter of 2001.  The
additional proceeds from issuance of long-term debt relates to
additional term loans used to finance the Fairfield Atlas
Limited expansion and operations.


FEDERAL-MOGUL: Hiring Secret Professional for Secret Engagement
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates seek the
Court's authority to file under seal an Application to employ a
professional pursuant to Section 327(e) of the Bankruptcy Code.
The Debtors will also file under seal all documents supporting
the Application.  The identity of the professional sought to be
retained and the nature of the retention will remain
confidential, until further order of the Court.

The Debtors already advised the Court and representatives from
all major creditor constituencies in the case of the purpose of
the under seal engagement on August 28, 2002, in the Judge
Newsome's chambers.  There, the Court ordered that the
transcript of that conference be sealed.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones P.C., in Wilmington, Delaware, explains that the proposed
retention is of a highly sensitive and confidential nature, and
would be compromised by a public disclosure.  Hence, the filing
of the Application under seal is warranted.

The Debtors presently anticipate that public disclosure of
matters relating to this professionals' services will be made
within six months.  While the Debtors request that the
Application and its supporting materials remain sealed pending
further order of the Court, the Debtors believe that these
documents will not need to remain under seal for a period in
excess of six months.

To allow for the compensation of the professional without
disclosing its services, the Debtors further propose that any
order approving the Application provide that the applications
for allowance of fees filed by that professional -- both interim
and final -- will also be filed under seal.  However, Mr.
O'Neill says, the fee applications will be subject to a review
by the Court, the Office of the United States Trustee, and the
Court-appointed fee auditor.  Each of these parties would be, in
turn, directed to maintain the confidentiality of those fee
applications, pending further order of the Court.  The Debtors
anticipate that these fee applications may need to be kept under
seal and remain confidential for the duration of the employment
of this professional. (Federal-Mogul Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Federal-Mogul Corporation's 8.80% bonds due 2007 (FMO07USR1),
DebtTraders reports, are trading at 20 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for
real-time bond pricing.


GENESEE CORP: Sells 2 Remaining Real Estate Holdings for $4.5MM
---------------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) has sold its two remaining
real estate holdings to its partners in those investments for
$4.5 million in cash.  One holding was a fifty percent interest
in the Meadows at Westbrook, a 408-unit residential property
located in a suburb of Syracuse, New York, and the other was a
fifty percent interest in Spencerport Crossroads, a 150-unit
residential property located in a suburb of Rochester, New York.

"We are very pleased that we were able to sell our interests in
Westbrook and Crossroads to our partners at a price that
reflects the fair market value of those properties," said Mark
W. Leunig, Senior Vice President of the Corporation.  "By
selling to our partners, we ensured stability for our tenants
and avoided substantial brokerage fees and prepayment penalties
that would have been incurred in a sale to a third party," said
Mr. Leunig.

The Corporation is currently operating under a plan of
liquidation and dissolution that was approved by shareholders in
October 2000.  Under this plan, the Corporation sold its brewing
and equipment leasing businesses in December 2000 and its Foods
Division in October 2001 and its investment in the Clinton
Square office building in Rochester, New York in May 2002.

"The sale of our interests in Westbrook and Crossroads concludes
the liquidation phase of the plan that was adopted two years
ago," said Mr. Leunig.

The Corporation reported net assets in liquidation at July 27,
2002 of $29.9 million, or $17.87 in net assets per share.
Following the $5.00 per share liquidating distribution paid on
August 26, 2002 and the sale of the Corporation's interests in
the Westbrook and Crossroads properties, as well as management's
current estimates of the net realizable value of the
Corporation's other assets and the settlement costs of the
Corporation's liabilities, the net assets in liquidation at
September 16, 2002 are estimated to be $21.5 million, or $12.87
in net assets per share.   The actual values and costs are
expected to differ from the amounts shown herein and could be
greater or lesser than the amounts recorded.

* Note:  The Corporation paid partial liquidating distributions
of $7.50 per share on March 1, 2001, $13.00 per share on
November 1, 2001, $5.00 per share on May 17, 2002 and $5.00 per
share on August 26, 2002 under the plan of liquidation and
dissolution adopted by the Corporation's shareholders in October
2000.


GEORGIA-PACIFIC: Fitch Cuts Sr. Unsec. Debt Ratings Down to BB+
---------------------------------------------------------------
Fitch Ratings has lowered the senior unsecured long-term debt
ratings of Georgia-Pacific to 'BB+' from 'BBB-', the company's
unsecured short-term ratings to B from 'F3', and assigned the
ratings a Negative Rating Outlook. This action follows Georgia-
Pacific's announcement that it has delayed its planned
separation into an investment grade consumer products business
and a non-investment grade building products business. The delay
is being driven by sullen equity and high yield markets which
were to have raised fresh capital to repay debt and refinance
near short-term maturities.

Although the consumer products end of Georgia-Pacific is
performing and is expected to continue to perform well into next
year, the markets for building products, save for the gypsum and
resins businesses, have been underperforming. Prices for
plywood, OSB and lumber continue in a slump amidst overcapacity
in the industry and a poor commercial construction market but
despite an otherwise good year for new housing. On a
consolidated level Georgia-Pacific should show improving results
for the balance of this year and into 2003; however, the cash
generated by the businesses will fail to make significant
inroads into debt reduction. In concert the uncertainty of the
timing of the exchange of consumer products' securities for
those of Georgia-Pacific heightens the risk profile of existing
bondholders.

The Negative Rating Outlook reflects concern regarding the
refinancing of near-term obligations which were to have been
repaid in the course of the separation.


GOLDMAN INDUSTRIAL: American Capital Invests $18MM in Bridgeport
----------------------------------------------------------------
American Capital Strategies Ltd., (Nasdaq: ACAS) has invested
$18 million in BPT Holdings, Inc., and its subsidiaries
(Bridgeport International).  American Capital's investment
provides financing for Bridgeport International's purchase of
the common stock of Bridgeport Machines Ltd. (Bridgeport UK),
located in Leicester, England, plus certain assets including
intellectual property of Bridgeport Machines Inc., (Bridgeport
US) in a transaction approved by the U.S. Bankruptcy Court in
Wilmington, Delaware.  Bridgeport UK and Bridgeport US were
subsidiaries of the Goldman Industrial Group (Goldman), which
together with Bridgeport US filed for bankruptcy protection on
February 14, 2002.  Bridgeport UK was not part of the bankruptcy
filing.  In their fiscal year ending June 2001, Bridgeport US
and Bridgeport UK produced combined unaudited revenues and
EBITDA of approximately $150 million and $19 million,
respectively, and represented a substantial majority of the
consolidated revenues and assets of Goldman.

Bridgeport International has also appointed Mr. Stuart Wilkins
to be its Chief Executive Officer.  In addition, Mr. Wilkins
will continue to serve as Managing Director of Bridgeport UK.

American Capital also announced that Bridgeport International
has entered into a letter of intent with Hardinge Inc. (Nasdaq:
HDNG) of Elmira, NY to form an alliance whereby Hardinge will
assume responsibility in North America for the manufacture and
distribution of Bridgeport knee mills, related parts and service
support functions, and other products previously produced by
Bridgeport US.  Finalization of the alliance is contingent on
the execution of definitive agreements and the satisfaction of
certain conditions.

Bridgeport International's home office and core manufacturing
facilities are located in Leicester, UK.  Bridgeport UK
manufactures and/or distributes its full line of vertical and
horizontal milling machines, flexible grinding machines, lathes
and knee mills.  Bridgeport International has offices in the
United Kingdom, Germany, Holland and the United States, with
worldwide production and distribution throughout North America,
Europe, the Middle East and Asia.  For the fiscal year ending
June 2001, Bridgeport UK had unaudited revenues and EBITDA of
approximately $75 million and $11 million, respectively.

The Bridgeport US knee mill product line will be produced under
an alliance with Hardinge.  The Bridgeport knee mill product
line is the leading brand of manual and computerized numerical
control milling machines in the world.  They are sold globally
to machine shops for virtually all basic metal cutting needs.
There are an estimated 250,000 Bridgeport US milling machines
operating world-wide.  For the fiscal year ending June 2001,
Bridgeport US had unaudited revenues and EBITDA of approximately
$75 million and $8 million, respectively.

"American Capital has acquired an outstanding franchise in
Bridgeport International with exclusive worldwide rights to the
Bridgeport brand name and outstanding manufacturing facilities
in the UK.  The internationally acclaimed machine tool products
manufactured in the UK together with the recently negotiated
manufacturing and distribution alliance with Hardinge point to
an excellent future for the company," said American Capital
Chairman, President and CEO Malon Wilkus.

"The Bridgeport brand name is an icon of American manufacturing
and is one of the most well known global brand names in the
machine tool industry.  We expect Bridgeport International to
continue its leadership in the industry as a result of this
reorganization," said American Capital COO Ira Wagner.

"The Bridgeport brand is synonymous with quality and
reliability. Bridgeport International machine tools have a
strong market presence within the automotive, aerospace and
medical products industries based on years of excellent product
development and innovation.  Under new ownership, Bridgeport
International's strong management team will build on the
excellent history and global reputation that Bridgeport has
enjoyed for over 60 years.  We are excited to be working with
Stuart Wilkins and his outstanding team," said American
Capital's Managing Director, Tom Gregory.

The impact of the Goldman investment on American Capital's net
operating income and dividends have already been reflected in
prior periods and will not impact future performance of NOI or
dividends.  For a comprehensive analysis of American Capital's
investments in Goldman, Bridgeport International and the related
accounting treatment for the Goldman investment, this and
related transactions, investors are directed to
http://www.acas.com/response.html#_Portfolio_Companies For
investors who do not have access to the internet, please contact
our Investor Relations department for a copy.

American Capital has declared a $.66 per share dividend to be
paid on October 1, 2002 to record holders as of September 12,
2002.  This dividend represents an 18% increase over the third
quarter 2001 regular dividend of $0.56 per share.  American
Capital has paid or declared $9.64 in dividends since its August
1997 IPO at $15.00 per share.

Last week, American Capital announced that it reiterated and did
not change its February 2002 performance guidance, and that it
updated responses to recent questions and comments on its
website.  American Capital has posted its performance guidance
on the American Capital Web site at
http://www.acas.com/response.html#_operations The updated
responses are posted at http://www.ACAS.com/Response.html

American Capital is a publicly traded buyout and mezzanine fund
with capital resources exceeding $1 billion.  American Capital
is an equity partner in management and employee buyouts; invests
in private equity sponsored buyouts, and provides capital
directly to private and small public companies. American Capital
provides senior debt, mezzanine debt and equity to fund growth,
acquisitions and recapitalizations.

Companies interested in learning more about American Capital's
flexible financing and ability to provide senior debt,
subordinated debt and equity should contact Mark Opel,
Principal, at 800-248-9340, or visit the Web site at
http://www.AmericanCapital.com


HOCKEY CO.: Exchange Offer for Outstanding 11-1/4% Notes Expires
----------------------------------------------------------------
The Hockey Company announced that the offer of the Company and
Sport Maska Inc., a subsidiary of the Company, to exchange all
of their outstanding 11-1/4% Senior Secured Note Units due 2009
in an aggregate principal amount of US$125,000,000 for 11-1/4%
Senior Secured Note Units due 2009, which have been registered
with the United States Securities and Exchange Commission under
the Securities Act of 1933, expired on September 15, 2002.

The Company said that as of 5:00 p.m., New York City time, on
the expiration date of September 12, 2002, they had received
tenders from holders of US$124,920,000 in aggregate principal
amount of the Units. The closing of the exchange offer will
occur as soon as practicable but in no event later than
September 26, 2002.

Through its subsidiaries, The Hockey Company is the world's
leading marketer and manufacturer of hockey skates, sticks, and
protective equipment, as well as National Hockey League
authentic and replica jerseys. The company manufactures and
markets products under the CCM(R), KOHO(R), and JOFA(R) brand
names. The CCM(R) and KOHO(R) brands of goalie equipment are now
prominent in the world market, while the JOFA(R) brand is the
protective equipment of choice among 99% of NHL professional ice
hockey players.

                              *    *    *

As previously reported, Moody's Investors Service assigned low-B
ratings to The Hockey Company. Outlook of the ratings is stable.

Rating Actions:

     * $125 million senior secured notes due 2009, B2;

     * Senior Implied, B2;

     * Senior Unsecured Issuer Rating, B3.

The ratings reflect the many risks THC faces in operating in a
competitive and low-growth industry. In order to maintain its
market share, the company must consistently produce new products
and incur large expenditures in the promotion and endorsement of
them. Hockey equipment, which comprises the bulk of their
products, is also a highly seasonal market and concentrated
mostly in the northern regions. Moreover, THC's has acquired the
exclusive right to sell NHL jerseys which is risky since this
would be subject to fashion trends and overall fan interest to
the NHL.


HURRY INC: Board of Directors Approve Shareholder Distribution
--------------------------------------------------------------
Hurry, Inc., (HURY.PK) reported that its Board of Directors has
approved a distribution of $0.21 per share to shareholders who
are of record as of the close of business on September 30, 2002.

The Company plans to begin the process of mailing the
distribution immediately after the record date. Although no
assurances can be given regarding the timing and amount, if any,
of any further distributions, as the Company continues to
satisfy all remaining obligations and liabilities, the Board of
Directors intends to distribute remaining assets to shareholders
in one or more distributions, as practical. The Board of
Directors intends to seek shareholder approval of a Plan of
Liquidation and Dissolution pursuant to which the Company would
be liquidated and dissolved.

The Company also announced today its results for the first and
second quarters of Fiscal 2003. For the First Quarter of Fiscal
2003 ending May 1, 2002, the Company had a net loss applicable
to common shareholders of approximately $0.5 million or ($0.08)
per common share, compared to a net loss applicable to common
shareholders of approximately $0.8 million or ($0.14) per common
share for the First Quarter of Fiscal 2002. In addition, the
Company reported that net sales decreased to approximately $0.9
million during the First Quarter of Fiscal 2003 from
approximately $31.2 million in the First Quarter of Fiscal 2002.
During the First Quarter of Fiscal 2003, the Company sold or
closed all of its stores and ceased retail operations as of
March 4, 2002. The Company also reported a decrease in gross
profit percentage to 20% during the First Quarter of Fiscal 2002
as compared to 30.5% during the First Quarter of Fiscal 2002.
The decrease in gross profit percentage was attributable to the
Company selling inventory at less than normal retail rates in
connection with the store closings.

For the Second Quarter of Fiscal 2003 ending July 31, 2002, the
Company had a net gain applicable to common shareholders of
approximately $0.2 million or $0.03 per common share, compared
to a net loss applicable to common shareholders of approximately
$0.9 million or ($0.15) per common share for the Second Quarter
of Fiscal 2002. The net gain applicable to common shareholders
for the Second Quarter of Fiscal 2003 was primarily generated by
the additional payment received from Whole Foods Market Group,
Inc. under the working capital calculation from the October 31,
2001 sale of assets, as offset by the Company's selling, general
and administrative expenses and direct store expenses. Because
all the Company's stores were sold or closed in the prior
quarter, the Company did not have any net sales or gross profit
during the Second Quarter of 2003, compared to net sales of
approximately $33.3 million and gross profit of approximately
$9.9 million for the Second Quarter of Fiscal 2002.

Concurrently with the filing of the Form 10-Q for each of the
first and second quarters of Fiscal 2003, the Company submitted
Certifications of Financial Statements with the Securities and
Exchange Commission regarding the Form 10-Q for the quarter
ending May 1, 2002 and the Form 10-Q for the quarter ending July
31, 2002. Harry A. Blazer, president and chief executive
officer, and Barbara Worrell, principal financial officer,
executed the certifications.

Hurry, Inc., which was formerly known as Harry's Farmers Market,
Inc., is in the process of winding up its operations and intends
to liquidate and dissolve as soon as practicable. The Company
previously owned as many as three megastores and six convenience
stores specializing in perishable food products, poultry,
seafood, fresh bakery goods, and freshly made ready-to-eat,
ready-to-heat and ready-to-cook prepared foods as well as deli,
cheese and dairy products.


IT GROUP: Plan Filing Exclusivity Further Extended to October 14
----------------------------------------------------------------
For the second time, The IT Group, Inc., and its debtor-
affiliates obtained further extension of its exclusive periods.
The Court further extends the Debtors' exclusive period within
which to file a plan to October 14, 2002 and their exclusive
period within to solicit acceptances of that plan from their
creditors to December 13, 2002.


ITC DELTACOM: Delaware Court Fixes September 20 Claims Bar Date
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, all persons and entities who have a claim or a
potential claim against ITC Deltacom, Inc., must file a proof of
claim at or before 4:00 p.m. on September 20, 2002 or be forever
barred from asserting that claim against the Debtor's estate.

The Bar Date, however, for all governmental units, as defined in
Sec. 101(27) of the Bankruptcy Code, is set for December 23,
2002 at 4:00 p.m. (prevailing Eastern Time).

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25,
2002. Rebecca L. Booth, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A. and Martin N. Flics, Esq.,
Roland Young, Esq. at Latham & Watkins represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $444,891,574 in total
assets and $532,381,977 in total debts.


J.P. MORGAN: Fitch Affirms Low-B Ratings on Six Classes of Notes
----------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
mortgage pass-through certificates, series 2001-CIBC1 are
affirmed by Fitch Ratings as follows: $37.9 million class A1,
$132 million class A2, $607 million class A3 and interest-only
classes X1 and X2 at 'AAA'; $43.1 million class B at 'AA'; $40.6
million class C at 'A'; $12.7 million class D at 'A-'; $25.4
million class E at 'BBB'; $14 million class F at 'BBB-'; $29.2
million class G at 'BB+'; $10.1 million class H at 'BB'; $7.6
million class J at 'BB-'; $12.7 million class K at 'B+'; $5.1
million class L at 'B' and $5.1 million class M at 'B-'. The
$20.3 million class NR certificates are not rated by Fitch. The
affirmations follow Fitch's annual review of the transaction,
which closed in March 2001.

The affirmations reflect the transaction's stable performance,
good diversification, and limited paydown since issuance. As of
the August 2002 distribution date, the pool's aggregate
principal balance has been reduced by approximately 1.2% to $1
billion from $1.01 billion at issuance. The certificates are
collateralized by 165 fixed-rate mortgage loans, consisting
primarily of office (30% by balance), retail (30%), multifamily
(25%), and hotel (8%) properties, with significant
concentrations in New York (14%), California (13%), and Florida
(9%). No loans are currently delinquent or being specially
serviced and none have realized losses.

GMAC Commercial Mortgage Corp, the master servicer, collected
year-end financial statements for 75% of the pool. The YE 2001
weighted debt service coverage ratio for these loans increased
to 1.38 times from 1.33x at issuance. Three loans (1.2% of the
pool) reported YE 2001 DSCRs below 1.00x. Five loans (2.3%) are
currently on GMAC's watchlist due to either a DSCR or occupancy
decline.

The transaction is subject to a small Kmart exposure, with one
loan (1.1% of the pool) secured by a retail property in Boynton
Beach, FL, which is 57% occupied by Kmart. Kmart has not
rejected the lease on this store so far.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, subordination levels were sufficient to affirm the
ratings. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


KMART: Court OKs Saybrook Capital as Equity Committee's Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois granted
the Equity Committee in the chapter 11 cases involving Kmart
Corporation and its debtor-affiliates the permission to retain
and employ Saybrook Capital LLC as its investment banker and
financial advisor, nunc pro tunc to June 19, 2002.

Saybrook Capital LLC will provide the Equity Committee with
financial advisory and restructuring services like:

A. General Financial Advisory Services

    (a) perform all services designed to maximize value for
        equity;

    (b) to the extent reasonably necessary to the performance of
        its services, familiarize itself with the business,
        operations, properties, financial condition and
        prospects of the Debtors;

    (c) evaluate the Debtors' capital structure and make
        recommendations with respect to the Debtors' efforts to
        reorganize their business and confirm a plan of
        reorganization alternatives;

    (d) review the assumptions underlying the business plans and
        cash flow projections for the assets involved in any
        potential transaction;

    (e) evaluate the proposed corporate reorganization structure
        for the Debtors to ascertain its impact on the recovery
        available to all shareholders of the Debtors;

    (f) identify contracts and agreements that may be
        disadvantageous to the interests of the Shareholders;

    (g) assist in procuring and assembling any necessary third
        party validations of asset values; and

    (h) provide ongoing assistance to the Equity Committee, as
        required.

B. Restructuring Services

    (a) advise and assist the Equity Committee in developing
        with the Debtors a strategy to effectuate a
        reorganization;

    (b) provide analysis of the Company's financial condition,
        business plans, capital spending budgets, operating
        forecasts, management, and the prospects for its future
        performance;

    (c) in connection with the reorganization, advise and assist
        the Equity Committee in connection with the structuring
        by the Debtors of any new securities to be issued to the
        Creditors and other constituents in full or partial
        satisfaction of the Creditors' or constituents' claims
        or interests;

    (d) assist, if necessary, in the formation of a financing
        team, including third party professionals;

    (e) assist and participate in negotiations on behalf of the
        Equity Committee and other constituents;

    (f) provide analysis of the Company's operations, business
        strategy, and competition in each of the relevant
        markets as well as an analysis of the industry dynamics
        affecting the Company;

    (g) participate in hearings before the bankruptcy court with
        respect to the matters upon which Saybrook has provided
        advice, including, as relevant, providing testimony in
        connection therewith; and

    (h) provide ongoing assistance to the Equity Committee, as
        required.

The Equity Committee and Saybrook inked an engagement letter
dated June 17, 2002 that provides the terms for the firm's
compensation:

  (a) A $150,000 monthly financial advisory fee, which shall be
      due and paid by the Debtors nunc pro tunc to July 1, 2002
      and thereafter on each monthly anniversary thereof;

  (b) A one-time $150,000 due diligence fee due and payable
      after 90 days from the beginning of the engagement;

  (c) In the event Saybrook provides financing or other
      traditional investment banking services (e.g. sale of
      assets, acquisition, disposition, etc.), the Equity
      Committee and Saybrook may agree upon a fee.  In addition,
      Saybrook and the Equity Committee may negotiate additional
      fees;

  (d) In addition to any fees payable to Saybrook under this
      Agreement, Saybrook shall be entitled to be reimbursed on
      a monthly basis for its travel expenses and other
      reasonable out-of-pocket expenses (including, but not
      limited to messenger, delivery charges, telephone,
      facsimile, photocopy and other similar charges)(including
      all fees, disbursements and other charges of counsel to be
      retained by Saybrook, in each case with the prior written
      consent of the Equity Committee and subject to approval of
      the Bankruptcy Court) in connection with, or arising out
      of, Saybrook's activities under or contemplated by this
      engagement, including but not limited to its due diligence
      investigation and review;

  (e) The expenses and other charges include reasonable costs
      and expenses of counsel incurred in connection with any
      claim or cause of action brought against Saybrook arising
      in the cases or from this engagement; provided that the
      reimbursement for Litigation Expenses shall not include
      amounts incurred for a claim asserted by any of the
      Debtors, their estate representatives or the Equity
      Committee, which is determined by final order of a court
      of competent jurisdiction to have arisen out of Saybrook's
      own bad faith, self-dealing, reckless or willful
      misconduct, or negligence; and

  (f) All of the fees and expenses are subject to Court
      approval. (Kmart Bankruptcy News, Issue No. 32;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Reports $377-Mill. Net Loss for Second Quarter 2002
---------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced the financial results for
its second quarter of fiscal 2002 and the filing of its
Quarterly Report on Form 10-Q and monthly operating reports for
July and August 2002.

For the 13 weeks ended July 31, 2002, Kmart reported a net loss
of $377 million versus a net loss of $377 million for the 13
weeks ended August 1, 2001.  Excluding non-comparable items,
discontinued operations and reorganization items, the Company's
net loss was $333 million in the second quarter of 2002 compared
with a net loss of $304 million in the second quarter of 2001.
Net sales for the 13-week period ended July 31, 2002 were $7.52
billion, a decrease of 15.7 percent from $8.92 billion in 2001.
As previously reported, Kmart closed 283 underperforming stores
in the second quarter.  On a same-store basis, sales declined
11.0 percent from the second quarter of 2001.

In its monthly operating report for the period from August 1 to
August 28, 2002, Kmart reported a net loss of $126 million on
net sales of $2.09 billion. Comparable store sales declined 11.9
percent from the same period a year ago. Kmart also reported
that as of August 28, 2002, the Company's balance sheet cash
position was approximately $830 million, of which approximately
$500 million represents cash at stores and outstanding checks.
In addition, Kmart confirmed it had availability under its
debtor-in-possession facility of $1.45 billion at the end of
August.

James B. Adamson, Chairman and Chief Executive Officer of Kmart,
said, "We continued to focus in the second quarter of 2002 on
stabilizing the business and addressing the operational
challenges that have hampered Kmart's financial performance.
However, despite the success of initiatives such as our Customer
Appreciation promotion in early June, the Company's sales have
improved slower than we would have liked."

Adamson continued, "At the same time, I want to again emphasize
the focused commitment of this management team to work with our
employees, vendors, lenders, and other stakeholders to complete
our financial and operational restructuring and emerge from
Chapter 11 as soon as possible.  We are pursuing opportunities
to increase store traffic and sales.  Recent initiatives include
the successful introduction of the JOE BOXER(R) line of fashion
and home furnishings for the back-to-school season and the
development of new marketing efforts and exclusive brands
designed to appeal to Hispanic customers.  We have also moved
aggressively to ensure that our cost structure is properly
aligned with our revenue base.  In August, we announced cost
reduction initiatives that are expected to achieve savings of
$66 million this year and $130 million in future years."

The Company's operating results for the second quarter 2002
include charges totaling $90 million for accounting adjustments
relating primarily to prior periods.  These adjustments include
a charge of $57 million to write-off certain costs, commonly
referred to as inventory "loads," which had been capitalized
into inventory.  These costs, which had been recorded for
internal reporting purposes, should have been eliminated in the
Company's external financial reports.

The Company's Form 10-Q report for the second quarter, filed
with the SEC Monday, reviews certain matters that have been
investigated since the filing of its 2001 10-K earlier this
year.  In particular, the report discusses the premature
recording of certain vendor allowances, which had the effect of
increasing the reported loss in fiscal year 2001 and reducing
the reported loss in fiscal year 2000.  No restatement of prior
period financial statements was required due to the immaterial
effect of such items, particularly in light of Kmart's filing of
a voluntary petition for reorganization under Chapter 11. The
10-Q report also discusses the results of an internal inventory
quality review.

Non-comparable items in the second quarter of 2002 include a
charge of $15 million related to the cost reduction initiative
announced on August 19, 2002; a charge of $27 million related to
the write-down of inventory liquidated at the 283 closing stores
to net realizable value; and a charge of $9 million primarily
related to the accelerated depreciation of supply chain
software. Reorganization charges in the second quarter totaled
$13 million, including charges of $29 million for professional
fees and $37 million for the Key Employee Retention Plan and
retention bonuses for associates in the 283 closing stores,
partially offset by a gain of $28 million related to the
adjustment of estimated allowable lease obligation claims; a
gain of $20 million related to the settlement of certain pre-
petition obligations (primarily terminated leases); and $5
million of other reorganization income.

The following analysis excludes non-comparable items,
discontinued operations, and reorganization items:

Selling, General and Administrative expenses for the second
quarter of 2002 decreased by $362 million from the year-ago
quarter.  SG&A, as a percent of sales, was 21.8 percent in the
second quarter of 2002 compared with 22.5 percent in the second
quarter of 2001.  This decrease is due primarily to decreases in
expenses for general liability claims, decreases in payroll,
benefits and utilities expense arising from the closure of 283
stores in the second quarter of 2002, lower employee bonus
accruals, and lower depreciation expense.

Gross margin as a percentage of sales decreased to 17.6 percent
for the 13 weeks ended July 31, 2002, from 18.7 percent in the
second quarter of 2001. This decrease is primarily attributable
to an increase in clearance markdowns, shrinkage and store rent,
partially offset by a decrease in sales of food and consumables,
which carry lower margin rates, increased markon on regular
sales as a result of the reduction in the BlueLight Always
program and a decrease in promotional markdowns.

                      Six month results

For the 26 weeks ended July 31, 2002, Kmart reported a net loss
of $1.826 billion versus a net loss of $610 million for the 26
weeks ended August 1, 2001.  Excluding non-comparable items,
discontinued operations and reorganization items, the Company's
net loss was $741 million in the first half of 2002 compared
with a net loss of $522 million in the same period in 2001.

Net sales for the 26-week period ended July 31, 2002 were $15.16
billion, a decrease of 12.1 percent from $17.25 billion in 2001.
On a same-store basis, sales declined 11.4 percent from the
first half of 2001.

Kmart Corporation is a mass merchandising company that serves
America with more than 1,800 Kmart and Kmart SuperCenter retail
outlets.  Kmart in 2001 had sales of $36 billion.

Kmart Corp.'s 9.0% bonds due 2003 (KM03USR6), DebtTraders
reports, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


KMART CORP: Fitch Drops P-T Trusts' K-1 and K-2 Notes to D
----------------------------------------------------------
Kmart Corporation Pass-Through Trusts Series 1995 $66.8 million
K-1 and $81.9 million K-2 are downgraded to 'D' from 'CC' The
ratings are also removed from Rating Watch Negative. The
downgrade follows Fitch's review of the transaction, in light of
several events following Kmart Corporation's bankruptcy filing.

First, six of the 16 leases to Kmart were rejected by Kmart.
Then, payments on those rejected leases have ceased leaving the
bonds shorted principal and interest associated with those
leases. It is Fitch's assumption that the values of the
properties with rejected leases are no longer sufficient to
support the outstanding allocated loan balances, and are also
insufficient to repay the interest shortfalls accruing on the
bonds. Therefore a rating of 'D' was warranted on these classes.


KMART FUNDING: Fitch Slashes Rating on Series F & G Bonds to D
--------------------------------------------------------------
Kmart Funding Corporation's secured lease bonds series $90.4
million series F and $20.9 million series G are downgraded to
'D' from 'CC'. The ratings are also removed from Rating Watch
Negative. The downgrade follows Fitch's review of the
transaction, in light of several events following Kmart
Corporation's bankruptcy filing.

First, eleven of the 24 leases to Kmart were rejected by Kmart.
Next, one of the eleven leases was assumed by the retailer
Fry's, leaving 10 rejected leases. Finally, payments on those
rejected leases have ceased leaving the bonds shorted principal
and interest associated with those leases. It is Fitch's
assumption that the values of the properties with rejected
leases are no longer sufficient to support the outstanding
allocated loan balances, and are also insufficient to repay the
interest shortfalls accruing on the bonds. Therefore a rating of
'D' was warranted on these classes.


LA PETITE ACADEMY: Will Conduct Internal Accounting Review
----------------------------------------------------------
LPA Holding Corp., and La Petite Academy, Inc., jointly
announced that in connection with the preparation of
financial statements for the fiscal year ended June 30, 2002,
they expect to take charges to earnings.  The exact amount of
the charges to be taken and the periods affected have not been
determined, but based on preliminary estimates the cumulative
charges are expected to be material.  The charges are expected
to include adjustments to be reflected in LPA Holding Corp.'s
and La Petite Academy, Inc.'s fourth fiscal quarter financial
statements.  The charges also may be reflected as a restatement
of certain of LPA Holding Corp.'s and La Petite Academy, Inc.'s
historical financial statements and also may include a write-
down of assets resulting from an analysis of the carrying value
of certain long-term assets, including goodwill and other
intangibles and deferred tax assets.  The unaudited financials
statements for the quarterly periods in fiscal 2002 and the
audited financial statements for the fiscal year ended June 30,
2001 and prior periods might need to be restated.

To determine the scope, magnitude, timing and cause of the
charges and to improve internal accounting controls, the audit
committees of the boards of directors of LPA Holding Corp., and
La Petite Academy are conducting an internal review.  The audit
committees have retained independent outside advisors, including
legal counsel and accountants, to participate in the review. The
audit committees and their advisors are working towards
completing the internal review by September 30, 2002.  At this
time, it is not known whether LPA Holding Corp. and La Petite
Academy, Inc., will need to request an extension of the deadline
for filing its annual report on Form 10-K for the fiscal year
ended June 30, 2002.

With headquarters in Chicago, Illinois, La Petite Academy is the
nation's largest privately held early childhood education
company with over 725 schools in 36 states and the District of
Columbia. Under the La Petite Academy umbrella, the Montessori
Unlimited preschool represents the largest (32) chain of schools
offering the Montessori approach to learning.

                           *    *    *

As previously disclosed in the Quarterly Report for the quarter
ended April 6, 2002, La Petite Academy was not in compliance
with certain of the financial covenants contained in the Credit
Agreement for that quarterly period and had received on May 20,
2002 a limited waiver through the period ended August 15, 2002.

On August 15, 2002, the Company and its parent, LPA Holding
Corp., obtained another limited waiver of non-compliance with
those financial covenants for that quarter from the requisite
lenders under the Credit Agreement. The limited waiver received
on August 15 provides that the lenders will not exercise their
rights and remedies under the Credit Agreement with respect to
such financial covenant non-compliance during the period through
September 30, 2002.

Consistent with its prior disclosure, the Company continues to
expect that it will not be able to comply with certain of the
financial covenants contained in the Credit Agreement for the
fourth quarter of fiscal 2002. The Company and LPA Holding Corp.
expect to continue discussions with the lenders under the Credit
Agreement (a) to obtain a permanent waiver of the financial
covenant non-compliance for the quarterly period ending April 6,
2002 and (b) to amend its financial covenants, commencing with
the quarterly period ending on June 29, 2002, based on the
Company's current operating conditions and projections. There
can be no assurance that the Company and LPA Holding Corp., will
be able to obtain such a permanent waiver and/or amendment to
the Credit Agreement. The failure to do so would have a material
adverse effect on the Company and LPA Holding Corp.


LIFESMART NUTRITION: Tanner & Company Raise Going Concern Doubt
---------------------------------------------------------------
"[T]he Company has suffered recurring losses, has a
stockholders' deficit and has a net working capital deficiency.
These conditions raise substantial doubt about its ability to
continue as a going concern," the independent auditors for
LifeSmart Nutrition Technologies, Inc., Tanner and Company of
Salt Lake City, noted in their report dated August 27, 2002.

LifeSmart Nutrition, Inc., was formed as a Utah corporation in
1997 to compete in the growing $86 billion nutraceutical
industry (Smith, E. 1998). Its corporate office is located in
Salt Lake City, Utah. The Company currently has 10 employees,
and plans to keep the employee count at or below 20, as long as
its manufacturing is outsourced.  LifeSmart is a product driven
organization with emphasis on superior sales and merchandising
as well as world class research and development.  LifeSmart's
mission is to provide consumers with life enhancing nutrition
supplements via a great tasting confectionary or food vehicle.
The Company plans to take its products to market through the
LifeSmart brand, select private label, controlled label, and/or
licensing agreements. LifeSmart is already using its expertise
to make custom formulas for key private label accounts.  The
Company intends to remain a product and consumer driven company
with continued emphasis on sales/marketing and R&D.

From 1997 to 2000 LifeSmart has been developing and testing
different product concepts and nutraceutical delivery methods.
Through these efforts, LifeSmart has successfully developed a
core line of specialty nutritional supplements that utilize a
candy-like soft chewable delivery system. These products combine
taste, convenience and superior nutrition in a format that both
children and adults enjoy.

The supplements are in a soft chewable format, similar to a
Kraft caramel, but nutrient enhanced.  LifeSmart has developed a
proprietary manufacturing process for the chews and has filed
patent applications relating to several of its products. Through
this process, a high dosage of nutrients such as calcium,
creatine or vitamins can be effectively placed into a 5.8 to 8.6
gram soft chew.

The Company began marketing its first two nutritional soft chews
in the second half of 2000; a calcium chew and a creatine chew.
During 2001 it introduced additional nutrient enhanced chews
including vitamins and joint chews for arthritis related
problems.  The Company has also developed soft, candy-like
products that are designed to help dieters lose weight.  During
fiscal 2002, LifeSmart says it plans to aggressively market its
existing product line. The Company will also continue to
introduce additional products in the future, along several
nutritional lines, based on consumer demand.

The Company's secondary business is in G.S. & C., Inc., a Nevada
corporation, acquired in November 1993, in a stock for stock
transaction.  GSC was organized under the laws of Nevada on
September 1, 1993.  In connection with the transaction, the
Company's name was changed from Upland Investment Corporation to
Upland Energy Corporation to better reflect the business
activities the Company was engaged in then.  The Company's oil
and gas operations are all conducted through the Company's
wholly-owned subsidiary, GSC.

The Company's oil and gas properties are located in Kansas.  The
properties now consist of only the Hittle Field since the sale
of the McLouth Field in July 1999.  The Company began
exploration activities on the Hittle Field in late 1996 and
drilled four wells on the field; three of which have been
completed for production, and one which was shut down. The
Hittle Field is subject to a farm out agreement with Pace
Exploration which receives a 20% working interest in the field.

At May 31, 2002, the Company had total current assets of
$981,551, comprised of $10,634 in cash, $423,866 in accounts
receivable, net, and $547,051 in inventories.  The Company's
remaining assets represented net assets of discontinued
operations (oil and gas properties) held for sale of $48,545,
property and equipment, net of $22,454, intangibles, net of
$19,255, and other assets of $12,254.  As of May 31, 2002, the
Company had total current liabilities of $3,126,843, comprised
of accounts payable of $1,588,168, related party notes payable
of $720,959, accrued expenses of $518,685, advances of $50,000,
and a line of credit of $249,031.  During the fiscal year ended
May 31, 2002, the Company was able to largely fund operations
through raising additional equity capital and through incurring
additional debt.

The Company acquired LifeSmart Nutrition, Inc., on February 15,
2002, which needs additional operating capital. The Company is
attempting to raise between $250,000 and $2,000,000 capital
through a private placement offering of its common stock.  If
the Company is successful in raising all $2,000,000 gross
offering proceeds sought in the offering, the Company should
have sufficient capital to continue operating for at least the
next 12 months.  If the Company raises less than $2,000,000 in
its offering, the Company will need to seek equity capital
and/or debt from other sources in order to meet the Company's
cash needs for the next 12 months.  The success of the Company
and its subsidiaries will, initially, depend upon the ability of
the Company to raise capital.

LifeSmart's most significant cash needs in its present fiscal
year include raising funds to pay existing accounts payable and
accrued expenses, pay off some existing notes payable, increase
inventories to meet the demands of the increasing sales which
the Company anticipates, and to cover other operating expenses
until such time as revenues are sufficient to cover all
operating expenses.   As of May 31, 2002, LifeSmart had only
$10,634 in cash, but it is able to borrow more on its line of
credit, subject to certain borrowing base limit. LifeSmart must
raise additional debt or equity capital in approximately the
next sixty (60) days to continue operations.

For the fiscal year ended May 31, 2002, the Company had net
sales of $3,526,367, an increase of $2,373,294 from the net
sales of $1,153,073 for the fiscal year ended May 31, 2001.  The
Company's gross profit for the fiscal year ended May 31, 2002
was $731,420, an increase of $610,978 from the gross profit of
$120,442 generated in the fiscal year ended May 31, 2001.
Operating expenses for the fiscal year ended May 31, 2002 were
$2,810,459, an increase of $648,156 from the operating expenses
of $2,162,303 incurred in the fiscal year ended May 31, 2001.
The increase in operating expenses was largely attributable to
the increase in general and administrative expenses which
increased to $2,139,016 in the current period from $1,654,122
incurred in the prior period.  This increase in general and
administrative expenses was largely attributable to ramping up
sales and operations and fund raising activities.  The Company
anticipates that as sales increase, general and administrative
expenses will become a smaller percentage of total sales.

During the fiscal year ended May 31, 2002, LifeSmart experienced
a net loss in the amount of $3,274,233, which is $1,167,212
greater than the net loss of $2,107,021, incurred during the
fiscal year ended May 31, 2001.  LifeSmart attributes the
increased net loss for the fiscal year ended May 31, 2002
primarily to increased interest expenses incurred to finance the
growth of the Company's nutraceutical business.  Interest
expense for the fiscal year ended May 31, 2002 was $1,185,793,
an increase of $1,039,280 over the interest expense of $146,513
incurred in the prior period.


MARINER HEALTH: Gets Final Decree Closing Certain Units' Cases
--------------------------------------------------------------
The Mariner Health Group Debtors sought and obtained a final
decree closing certain of their subsidiary cases.  The
Subsidiary Cases have been fully administered in that no further
action is required to be taken in such cases because:

  (a) the order confirming the Plan has become final;

  (b) all deposits required by the Plan have been made and
      distributed, except to the extent retained in the Lead
      Cases for future distribution pursuant to the Plan;

  (c) the power to transfer any property contemplated by the
      Plan has been vested in the Debtors in the Lead Cases;

  (d) the Debtors in the Subsidiary Cases have assumed the
      business or the management of their properties;

  (e) payments under the Plan have commenced; and

  (f) the Debtors in the Lead Cases have been vested with the
      authority to prosecute, defend and resolve all remaining
      claims, motions, contested matters, and adversary
      proceedings, and to transfer property and compromise
      controversies as may be required to administer the
      substantively consolidated estates of the Reorganized
      Debtors.

The Subsidiary Cases of the MHG Debtors were closed effective
September 9, 2002.

The Lead Cases of Mariner Health Group, Inc. (case number 00-
00215) and Mariner Supply Services, Inc. (case number 00-00261)
will remain open until all claims against MHG are resolved.

The Court also granted the Debtors' request to waive the
requirement of Local Rule 5009-1(c) for filing a final report
for each Subsidiary Case.  The substantive consolidation of the
MPAN Debtors' cases under the Plan warrants a single,
consolidated final report from the Debtors.

Judge Walrath also directs the Debtors to pay $31,500 in post-
confirmation fees to the United States Trustee.  The disputed
amount of the fees will be added to the escrow account
previously established for pre-confirmation fees of $554,500.
Fees are due not later than September 18, 2002.

The Court also abrogated the automatic closure of the Lead Cases
pursuant to Local Rule 5009-1(a).  The MHG Debtors are permitted
to file an application to close the Lead Cases when those cases
have been fully administered. (Mariner Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


METALS USA: Selling Birmingham Assets to Triple-J for $1.8 Mill.
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates propose to sell
their facility in Birmingham, Alabama, along with its
miscellaneous real and personal property, to Triple J Realty LP
free and clear of liens, claims and encumbrances.

The Assets include:

-- the real property (and all buildings, improvements and
   structures thereon, and the easements, access rights and
   appurtenances thereto) situated in the Southeast Quarter of
   Section 36, Township 17 South, Range 4 West and in the
   Northwest Quarter of the Southwest Quarter of Section 31,
   Township 17 South, Range 3 West of the Huntsville Principal
   Median, Jefferson County, Alabama; and

-- the right, title and interest of the Debtors in and to any of
   the cranes and other items.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, relates that the Birmingham facility is not a
business unit of the Debtors.  It has been used as a metal
service center for the processing of metals.

Mr. Bolton explains that the Debtors want to sell the facility
because it has proven to be unprofitable.  The Debtors had
engaged these marketing activities for the property:

1. Efforts to sell the Birmingham Alabama Property began over
   nine months before August 14, 2002, the date the Debtors
   entered into an asset sale agreement with Triple J;

2. The Debtors engaged Graham & Company, Inc. as the broker;

3. Sale of the Birmingham Alabama Property has been advertised
   extensively; and

4. The Broker has shown the Birmingham Alabama Property to
   several potential buyers.

An Asset Purchase Agreement was executed by Metals USA Plates
and Shapes Southwest, as sellers, and Triple J. Realty LP, as
purchaser, on August 14, 2002.  The purchase agreement provides
in pertinent part:

A. Real Property to be purchased:  The real property situated at
   the Southeast Quarter of Section 36, Township 17 South, Range
   4 West, and in the Northwest Quarter of the Southwest Quarter
   of Section 31, Township 17 South, Range 3 West of the
   Huntsville Principal Median, Jefferson County, Alabama and
   all buildings, improvements and structures thereon, and the
   easements, access rights and appurtenances thereto;

B. Personal Property to be purchased:  The cranes and other
   personal items;

C. Proposed Buyer:  Triple J Realty LP, an Alabama limited
   partnership;

D. Purchase Price:  $1,850,000; and

E. Broker Commissions:  5% of the purchase price;

Mr. Bolton believes that the immediate sale of the property is
in the best interest of the Debtors and their estates because:

-- The sooner that the Birmingham Alabama Property is sold, the
   sooner Debtors will be relieved of substantial operational
   expenses including taxes, insurance, and maintenance costs;

-- The potential purchaser, Triple J, has not been preferred or
   received any special treatment; and

-- The Purchase Price is reasonable given the downturn in the
   metals industry. (Metals USA Bankruptcy News, Issue No. 19;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


MIKOHN GAMING: Inks Distributors Agreement with Multimedia Games
----------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) announced that it has
entered into a Manufacturers and Distributors Agreement with
Multimedia Games Inc., (Nasdaq:MGAM) for certain of Mikohn's
branded slot games in the Class II gaming market.

Under the terms of the agreement, Multimedia will have the
opportunity to offer up to four branded slot game titles from
Mikohn. The parties anticipate that Yahtzee(R) will be the first
game title marketed under the agreement. In addition, the
agreement provides for Mikohn to be the provider of choice for
signage and electronic displays.

Russ McMeekin, President and CEO of Mikohn Gaming commented, "We
are very pleased to have formed this alliance with Multimedia
Games. Our games have proven popular among casino operators
throughout the country and this entry into the Class II market
via Multimedia Games is a win/win opportunity for both our
companies."

Gordon Graves, founder and CEO of Multimedia added, "Mikohn has
developed a niche in the knowledge-based and strategy-based game
market. Through this agreement we now have the ability to offer
our customers their unique games, providing a new and exciting
gaming experience to casino customers."

Multimedia Games, Inc., is the leading supplier of interactive
electronic games and player stations to the rapidly growing
Native American gaming market. The Company's games are delivered
through a telecommunications network that links its player
stations with one another both within and among gaming
facilities. Multimedia Games designs and develops networks,
software and content that provide its customers with
comprehensive gaming systems. The Company's development and
marketing efforts focus on Class II gaming systems and Class III
video lottery systems for use by Native American tribes
throughout the United States. Additional information may be
found at http://www.multimediagames.com

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

                         *    *    *

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

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


NOVO NETWORKS: Trustee Asks Court to Delay Entering Final Decree
----------------------------------------------------------------
The Trustee of the Creditors' Trust wants the U.S. Bankruptcy
Court for the District of Delaware to delay entry of a final
decree closing the bankruptcy cases of Novo Networks
International Services, Inc., and AxisTel Communications, Inc.,
and their debtor-affiliates, until June 1, 2003.

The Trust was created pursuant to the Joint Chapter 11 Plan of
the Debtors to primarily provide for the establishment of a
liquidating trust to succeed to the Debtors' rights including
the administration of these cases and prosecution of litigation.

Under the Plan, the claims administrations process was vested in
the Trustee. With numerous claims filed in these cases, the
process is expected to last for several more months.  The
Trustee tells the Court they need additional time for the claims
administration process, the prosecution of adversary proceedings
and the administration of other post-petition matters in these
cases.

The Debtors further explains that the recoveries to unsecured
creditors in these cases depend primarily upon the result of the
pending litigation commenced by the Trust against Qwest
Communications Corporation.

Novo Networks International Services, Inc., a developer of
facilities-based broadband network offering voice and data
transport targeted to communications carriers, ISPs, and large
corporate and government clients, filed for chapter 11
protection on July 30, 2001. Jeffrey M. Schlerf, Esq., at The
Bayard Firm represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed an estimated debts and assets of between
$10 million to $50 million.


ORGANOGENESIS INC: Likely to File for Chapter 11 Protection
-----------------------------------------------------------
Organogenesis Inc., Chief Executive Steven Bernitz said a
chapter 11 bankruptcy filing for the company is "certainly
possible," reported the Wall Street Journal. The biotech company
suspended operations this week. Organogenesis has been unable to
renegotiate the terms of its marketing agreement with Novartis
Pharma AG, which distributes its product, a human-skin
substitute. Organogenesis said in July the present agreement was
"unsustainable."

Bernitz added that the company could make the bankruptcy filing
as part of a resolved agreement, or if Novartis and
Organogenesis fail to agree on terms. Organogenesis has $10
million in convertible debt owed to Novartis and $17.5 million
in convertible debt owed to other investors, reported the
Journal. The company did not file a report with the Securities
and Exchange Commission for the second quarter; it reported
total assets of $32 million in the first quarter, when it lost
$6.7 million on $2.9 million in revenue. (ABI World, Sept. 13,
2002)


OWENS CORNING: Court Approves Supervalu and Lonza Settlement
------------------------------------------------------------
Owens Corning, and its debtor-affiliates obtained Court approval
of a settlement agreement with Supervalu Holdings Inc., and
Lonza Inc., resolving those parties' $28,000,000 environmental
claims against Owens Corning's estate.

The parties' settlement agreement provides, in pertinent part,
that:

A. Owens Corning agrees to the terms of the Settlement Agreement
   without admission of any liability or violation of the law;

B. Upon filing of an Amended Proof of Claim in the Owens Corning
   bankruptcy case, Supervalu and Lonza shall have a single,
   joint allowed general unsecured claim for $600,000 which
   shall supersede and replace the original $28,000,000 proof of
   claim previously filed by Supervalu and Lonza.  The amended
   claim shall be paid after approval of a reorganization plan
   in these Chapter 11 cases;

C. Supervalu and Lonza will have no other allowed claims
   relating to the Site in Owens Corning's Chapter 11 case;

D. The settlement will fully resolve Supervalu and Lonza's
   claims with respect to the Site; and

E. After the Court approves the Settlement Agreement, Supervalu
   and Lonza will dismiss with prejudice the Civil Action in the
   Rhode Island District Court. (Owens Corning Bankruptcy News,
   Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)

Owens Corning's 7.7% bonds due 2008 (OWC08USR1), DebtTraders
reports, are trading at 38.75 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for
real-time bond pricing.


PAC-WEST: Says On-Track to Achieve 2002 Revenue & EBITDA Targets
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., confirmed operations are on track
to achieve 2002 annual corporate targets.

Wally Griffin, Pac-West's Chairman and CEO, said, "We believe
Pac-West's strong and improving operational performance is being
overlooked in the current environment.  We have continued to
grow our business and maintain a strong liquidity position
despite a prolonged economic downturn, closed capital markets,
and a series of negative events in the telecommunications
industry.  We are one of only a very few EBITDA positive
companies in our sector, and are on track to meet or exceed our
2002 revenue target of $135 - $155 million, and 2002 EBITDA
target of $30 - $35 million.  We continue to grow our customer
base as evidenced by our record setting line growth of 62,436
lines, or a 24.2% increase in lines in service, in the second
quarter of 2002.  We are on track to achieving our line growth
target of over 100,000 new lines in 2002.  Cash flows in the
second quarter resulted in our strong cash position of $65
million remaining virtually unchanged despite paying off our
bank line of credit and substantially paying down our fiber IRU
obligations.  Sales continue to grow while expenses are being
managed to targeted levels."

Griffin continues, "There are a number of uncertainties which
appear to be weighing heavily on the minds of investors.  First,
we are in the final stages of scheduled renegotiations of our
Interconnection Agreements with both Verizon Communications and
SBC Communications, our two largest carrier partners. Visibility
on revenues and cash flows will not be obtained until these
agreements are complete, but we believe the outcomes will be in
the range of our business plan and expectations.  Second, we
have anticipated reductions in reciprocal compensation rates,
and have aggressively built market share to offset pricing
declines.  Lastly, additional uncertainty has been created by
two debt agencies recently downgrading our corporate debt.  We
believe these downgrades do not accurately reflect the financial
strength and viability of Pac-West, but are an over-reaction to
weakness in our sector and a lack of certainty on the terms of
our pending Interconnection Agreements. We remain confident in
our business model and ability to execute our business plan for
the remainder of 2002 and beyond."

As reported in Troubled Company Reporter's August 8, 2002
edition, Pac-West is currently reviewing its debt obligations
and is considering various alternatives to continue to reduce
such obligations and borrowing costs, including, among other
things, the purchase of additional Senior Notes.  The manner,
volume and timing of such purchases, if any, would depend on
then current market conditions for our Senior Notes.


PHOENIX WASTE: Independent Auditors Raise Going Concern Doubt
-------------------------------------------------------------
Phoenix Waste Services Company, Inc., operating through its
wholly-owned subsidiaries, primarily is in the business of the
transportation by tractors and trailers of solid waste from
collection points to waste transfer stations and landfills. The
Company was incorporated in the State of Delaware on August 28,
2000. On September 29, 2000 the Company's newly-formed
subsidiary was merged in Delaware with Compost America Holding
Company, Inc., with the Company then changing its name to
Phoenix Waste Services Company, Inc. The purpose of this merger
was (1) to change the state of incorpration of Compost America
from New Jersey to Delaware and (2) to change the name of the
parent company from that of Compost America to that of the
Company.

Compost America had been incorporated on August 20, 1981 in the
State of New Jersey under the name Alcor Energy and Recycling
Systems, Inc. for the purpose of designing, constructing,
managing and operating resource recovery facilities. On January
23, 1995, Alcor acquired all of the outstanding shares of
Compost America Company of New Jersey, Ltd., which had been
incorporated on December 17, 1993 in the State of Delaware for
similar purposes, and subsequently changed its name to Compost
America Holding Company, Inc. The Company conducts its business
through five operating subsidiaries; Miners Fuel Company, Inc.,
incorporated in Pennsylvania on January 6, 1984 and acquired by
the Company on November 14, 2001, Miners Environmental Inc.,
incorporated in Pennsylvania on September 24, 1999 and acquired
by the Company on November 14, 2001, Miners Oil Company, Inc.,
incorporated in Pennsylvania on June 28, 1996 and acquired by
the Company on November 14, 2001 (Miners Fuel Company, Inc.,
Miners Environmental Inc. and Miners Oil Company, Inc. are, All
Jersey Express Company, Inc., incorporated in New Jersey in 1972
and acquired by the Company on April 9, 2001 and American Soil,
Inc., incorporated in New York on August 6, 1986.

The Company also has five wholly-owned and two majority-owned
development subsidiaries, all presently inactive. The wholly-
owned subsidiaries are: Monmouth Recycling and Composting Co.,
Inc., incorporated in Delaware on May 10, 1994; Chicago
Recycling and Composting Company, Inc., incorporated in Delaware
on August 4, 1995; Gloucester Recycling and Composting Company,
Inc., incorporated in Delaware on August 15, 1994, Garden Life
Sales Company, Inc., incorporated in Delaware on March 1, 1996,
and Garden Life Sales Company of Florida, Inc., incorporated in
Florida. In addition, the Company owns 80.1% of Miami Recycling
and Composting Company, Inc., incorporated in Delaware on
November 17, 1995, which itself owns all of the outstanding
common stock of Bedminster Seacor Services Miami Corporation, a
Florida corporation. The Company also owns 75% of Newark
Recycling and Composting Company, Inc., incorporated in Delaware
on May 10, 1994, with NRCC itself owning 100% of American Bio-
Ag. On June 21, 2001 NRCC was put into Chapter 7 in the United
States Bankruptcy Court for the District of New Jersey, which
was later converted to a Chapter 11 proceeding. The Company also
owns a 24.73% interest in American Marine Rail, LLC, which was
formed to develop a solid waste transfer station in the Bronx,
New York and continues to pursue this opportunity. Unless
otherwise indicated, references to the Company include the
Company and all of its subsidiaries.

On June 15, 2000, the Company sold its entire interest in its
wholly-owned subsidiary, Environmental Protection & Improvement
Company, Inc.  Until that sale, EPIC had generated substantially
all of the Company's revenues and net cash from operations.

For the fiscal year ended April 30, 2002 the Company's
consolidated revenues increased to $29,759,947, compared to
$564,483 for the year ended April 30, 2001. This increase is
attributable to the acquisitions of All Jersey Express Company,
Inc. in April 2001 and the Miners Entities (Miners Fuel Company,
Inc., Miners Environmental Inc. and Miners Oil Company, Inc.) in
November 2001.

Operating loss from continuing operations, including net
interest expense, decreased to $8,849,998 for the year ended
April 30, 2002, as compared to $10,777,816 for the year ended
April 30, 2001. However, EBITDA (earnings before interest,
taxes, depreciation and amortization) decreased to a loss of
$4,072,462 for the year ended April 30, 2002 from a loss of
$8,041,677 for the year ended April 30, 2001, primarily because
of the significant increase in revenues. Eliminating the one-
time provision for impairment of $3,881,221 for the fiscal year
just ended, relating to the Miami project, and the provision for
impairment of $2,114,000 for the prior fiscal year, relating to
the Company's investment in American Marine Rail, LLC, the
Company's EBITDA decreases to a loss of only $191,241 for the
fiscal year just ended, as compared to a loss of $5,927,677 for
the prior fiscal year. Interest expense (net) for the fiscal
year just ended decreased slightly to $2,153,752 from $2,568,548
for the prior fiscal
year.

As of April 30, 2002, the Company had cash and cash equivalents
of $913,246, a working capital deficit of $22,175,000 and total
debt of $23,148,252 ($20,276,051 current), including related
party debt of $2,806,922 ($1,693,252 current) and $4,911,689
accounts receivable financing (current). In addition,
the Company had obligations under capital leases of $4,795,598
(of which $2,751,441 is current and $1,640,767 is due to related
parties). As of April 30, 2002 the Company was in default of
$12,832,160 of its notes payable and was overadvanced on its
accounts receivable financing by approximately $2.2 million
(approximately $1.0 million at present).

The Company's growth and development plan has been based upon
the successful acquisition and integration of strategic
businesses which fit the Company's business model, including the
acquisition of All Jersey Express Company, Inc. in April 2001
and the acquisition of the Miners Entities in November 2001.
These two acquisitions should bring the Company's annualized
sales to an amount of approximately $60,000,000 before
consolidation with the Company and its other subsidiaries and
any future acquisitions which may be made. However, subsequent
to its fiscal year end, in June 2002 the principal financial
institution that provided various loans and an accounts
receivable lending facility to the Company was closed by state
banking authorities. For this reason the Company has been forced
to seek new banking relationships to provide alternative
financing for current obligations and for future acquisitions.
In addition, over advances on its accounts receivable financing
and the failure of the financial institution has resulted in the
Company not being in compliance with certain of its lending
agreements and in a restructuring of the Company's accounting
and management procedures as they relate to the Miners Entities.

The Company acknowledges that it will need additional funds to
finance its working capital needs as well as its development and
acquisition requirements. There is no assurance that the Company
would be able to obtain sufficient debt or equity financing on
favorable terms or at all. If the Company is unable to secure
additional financing, its ability to implement its growth
strategy would be impaired and its financial condition and
results of operations would be materially adversely affected.

The Company's independent auditors have stated in the Auditors
Report for the Company's period ending April 30, 2002:  "[A]s of
April 30, 2002, the Company has a working capital deficit, an
accumulated deficit and a stockholders' deficit, has incurred
losses since its inception, its primary lender has been closed
by the Connecticut Department of Banking and is in default of
the majority of its loan agreements. These matters raise
substantial doubt about the Company's ability to continue as a
going concern. Further, the Company's growth strategy will
require substantial additional funds."


PSINET INC: Chapter 11 Trustee Sues Ambient to Recover Transfers
----------------------------------------------------------------
Metamor Business Services Inc., an indirect wholly owned non-
debtor subsidiary of PSINet Consulting Solutions Holdings Inc.,
sold substantially all of its assets to Ambient Consulting
L.L.C. in July 2001.  The consideration of the sale was
$8,233,000 pursuant to an asset purchase agreement between
Ambient and Metamor.

PSINet Consulting asserts that the transfer of Metamor's assets
to Ambient was voidable as a fraudulent conveyance because
Consulting was insolvent at the time of the Asset Transfer.
PSINet Consulting seeks recovery for the fraudulent conveyance.

In addition, PSINet Consulting contends that the $8,233,000
purchase price was less than the reasonable equivalent value of
the Assets.

PSINet Consulting also points out that Ambient has failed and
refused to return to Metamor receivables that are not part of
the sale.  These receivables, aggregating at least $250,100.39,
were not sold to Ambient but they were subsequently collected by
Ambient, PSINet Consulting tells the Court.

Arthur D. Felsenfeld, Esq., at Andrews & Kurth LLP, argues that
Ambient is obligated to turn over to Metamor payments that it
has received on account of receivables that were not included in
the Asset Purchase Agreement.  These receivables constitute
property of the estate pursuant to Section 542 of the Bankruptcy
Code, Mr. Felsenfeld asserts.

Moreover, Mr. Felsenfeld says, Ambient's actions in asserting
various claims for indemnity under the Asset Purchase Agreement
has threatened to deplete Consulting of its value in Metamor.
The damage is two-fold, Mr. Felsenfeld says.  Ambient asserts
over $1,900,000 in claims against Metamor.  PSINet Consulting is
in bankruptcy and its interest in Metamor represents a valuable
asset of its estate but Ambient's actions against Metamor are
not stayed because Metamor is not a debtor-in-possession.
Moreover, Ambient's actions have prevented Metamor from
receiving $1,000,000 held in escrow under the APA.  To secure
Metamor's obligations, including its indemnification
obligations, the APA provided that $1,000,000 of the purchase
price for the Assets be placed in an escrow account until the
later of the expiry of a 6-month period or the resolution of
claims.  The escrow sum is held with Wells Fargo Bank of
Minnesota acting as escrow agent.

Harrison J. Goldin, Chapter 11 Trustee for PSINet Consulting
Solutions Holdings Inc. and for PSINet Consulting Solutions
Knowledge Services Inc., informs Judge Gerber that he needs to
discover information from Ambient in order to ascertain the
justifiability of Ambient's claims.

Accordingly, the Trustee sought and obtained a Court order
permitting him to conduct discovery with respect to Ambient's
claims.

At the same time, Ambient commenced arbitration against Metamor
in Minnesota with respect to the $1,900,000 Ambient Claims, Mr.
Felsenfeld relates.  The rules in the Arbitration do not allow
the Trustee sufficient time to fully evaluate and defend against
Ambient's claims on behalf of Metamor, Mr. Felsenfeld tells the
Court.  For example, Metamor's Answer is due on September 9,
2002, well before the document production and deposition dates
of the discovery ordered by the Bankruptcy Court, Mr. Felsenfeld
points out.

The Trustee is concerned that the time constraint and the lack
of Information available to him may create a risk that the
Arbitration will unjustifiably deplete Consulting's estate of
assets necessary to meet the claims of its creditors.

Consulting has no adequate remedy at law, Mr. Felsenfeld says.
Accordingly, Mr. Felsenfeld asserts, Consulting is entitled to a
declaratory judgment that resolves all issues concerning
disputes arising under the Purchase Agreement.  Mr. Felsenfeld
reminds Judge Gerber that the Court earlier indicated
willingness to stay actions against Consulting's non-debtor
subsidiaries in order to protect Consulting's interests.

In sum, Consulting asks the Court to:

(a) award the Trustee compensatory damages equal to the excess
    of the value of the assets purchased by Ambient over the
    amount paid by Ambient, plus interest and attorneys' fees;

(b) with respect to the receivables, require Ambient to turn
    over to the Trustee an amount to be determined at trial, but
    in no event less than $250,100.39, plus interest and
    attorneys' fees;

(c) require Ambient to provide an accounting for all amounts
    received by it on account of Metamor receivables that it did
    not purchase;

(d) issue a declaratory judgment that completely resolves all
    issues concerning disputes arising under the Purchase
    Agreement; and

(e) direct that the balance of the $1,000,000 held in escrow be
    turned over to the Trustee. (PSINet Bankruptcy News, Issue
    No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


QUEBECOR MEDIA: S&P Keeps Ratings Watch over Covenant Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Quebecor Media Inc., and its subsidiaries, including Videotron
Ltee and Sun Media Corp., on CreditWatch with negative
implications.

At the same time, the ratings on Quebecor Media and its
subsidiaries were lowered two notches, including the long-term
corporate credit ratings, which were lowered to single-'B'-plus
from double-'B'. The ratings actions reflect Standard & Poor's
concerns over the company's weakened financial profile.

Montreal, Quebec-based Quebecor Media, one of Canada's leading
diversified media companies, has C$4.0 billion of total
operating lease-adjusted debt outstanding (including redeemable
preferred shares).

"The CreditWatch placements and downgrades reflect Standard &
Poor's increased concerns over tight leverage covenants at
Quebecor Media's two key operating subsidiaries, Sun Media and
Videotron, particularly at the end of 2002 and in light of
dividend upstream requirements at the holding company level,"
said Standard & Poor's credit analyst Barbara Komjathy. "The
above concerns were not commensurate with corporate credit
ratings in the double-'B' rating category."

Financial market conditions have not supported Quebecor Media's
refinancing plans year-to-date, and Standard & Poor's remains
concerned over the number of financial market transactions the
company has to complete by the end of 2003 to alleviate covenant
pressures and cash flow restrictions in the long term. In
addition to these refinancings at the operating company levels,
Quebecor Media also will need to address its nonrecourse C$429
million credit facility due April 2003, which is secured by
Videotron Telecom Ltee and other investments, and supported by
undertakings from Quebecor Inc. (unrated) and CDP Capital, a
subsidiary of the Caisse de depot et placement du Quebec
(AAA/Stable/--).

Quebecor Media's overall year-to-date operating performance
remains solid, particularly in light of the challenging
advertising environment. Nevertheless, Standard & Poor's is
concerned that heightened competition from direct-to-home
satellite operators and a continued labor dispute at Videotron
will result in additional basic cable subscriber losses and
higher operating expenses in 2002.

In order to resolve the CreditWatch placement, Standard & Poor's
will continue to monitor Quebecor Media's success in easing
covenant restrictions at its subsidiaries.


SAFETY-KLEEN CORP: Brings-In Deloitte as Auditors and Advisors
--------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates seek the Court's
authority to employ and retain Deloitte & Touche LLP as
accounting advisors and independent auditors.

Safety-Kleen Corp., General Counsel James K. Lehman explains
that Arthur Andersen LLP is no longer able to provide accounting
and auditing services to the Debtors, and the Debtors have
determined to engage Deloitte as accounting advisors and
independent auditors.

                      Services To Be Rendered

To the extent requested by the Debtors and agreed to by Deloitte
under the terms of the Engagement Letters, the nature and extent
of services that Deloitte proposes to render include, but are
not limited to:

      (a) auditing the Debtors' annual financial statements
          for the year ended August 31, 2002 in accordance
          with the terms of the engagement letter between SKC
          and Deloitte, dated August 26, 2002;

      (b) auditing SKC's annual financial statements for the
          two years ended August 31, 2000 and August 31, 2001
          in accordance with the terms of the SKC Engagement
          Letter, if required;

      (c) auditing the financial statements of Safety-Kleen
          Envirosystems Company of Puerto Rico, Inc., a
          wholly-owned subsidiary of SKC, for the year ended
          December 31, 2001, in accordance with the terms of the
          engagement letter between SKE and Deloitte, dated
          August 26, 2002;

      (d) performing reviews of SKC's interim financial
          statements for the year ended August 31, 2002;

      (e) performing reviews of SKC's interim financial
          statements for the year ended August 31, 2001, if
          required; and

      (f) rendering other professional services, including,
          without limitation, general accounting assistance,
          as may be requested by the Debtors and agreed to by
          Deloitte.

      To recall, the Debtors recently sold substantially all of
their assets of, and certain equity interests in, their Chemical
Services Division. Generally Accepted Accounting Principles
require the Debtors to treat the Chemical Services Division as a
discontinued operation. As a result, the Debtors' financial
statements for the years ended August 31, 2000 and August 31,
2001 must be revised to reflect this change.

Based on certain recent pronouncements by the Securities and
Exchange Commission, SKC may be required to have certain of its
financial statements re-audited.  If required, the Debtors will
cause SKC's financial statements for the years ended August 31,
2000 and August 31, 2001 to be re-audited, and request
authorization to engage Deloitte to perform this service.

The Debtors believe that Deloitte is well qualified and able to
provide these services in a cost-effective, efficient, and
timely manner.  In addition, Andersen has agreed to provide
Deloitte access to their workpapers for previous years' audits,
which enables greater efficiency in the transition from Andersen
to Deloitte.  The professional services to be rendered are
necessary in the ongoing operation and management of the
Debtors' businesses and assets, as well as to the Debtors'
restructuring efforts under Chapter 11 of the Bankruptcy Code.

                  Resignation Of Deloitte And Deloitte
              Consulting L.P. As Restructuring Consultants
              And Accountants To The Creditors' Committee

The Official Committee Of Unsecured Creditors Of Safety-Kleen
Corp., previously retained Deloitte & Touche LLP as Accountants
and Restructuring Consultants.  The Creditors' Committee engaged
Deloitte and its affiliate, Deloitte Consulting L.P., to:

    (a) review employee retention and severance plans;

    (b) review filings prepared by the Debtors and filed
        with this Court or the Office of the United States
        Trustee;

    (c) review and analyze financial information related to
        the Debtors; and

    (d) provide forensic accounting services as requested
        by the Creditors' Committee.

Deloitte's billings for services provided to the Creditors'
Committee, and expenses incurred, through May 31, 2002 totaled
$6,300,000.  As of August 31, 2002, $1,350,000 million of this
sum remained unpaid.

The Creditors' Committee and its counsel have consented to the
Debtors' employment of Deloitte and have waived any potential
conflicts arising as a result of Deloitte's performance of
accounting and auditing services.  However, neither the
Creditors' Committee nor Deloitte has waived any privilege
related to Deloitte's engagement by the Creditors' Committee.

Similarly, the Debtors have knowingly waived any potential
conflicts arising as a result of the services rendered to the
Creditors' Committee by Deloitte.  The engagement of Deloitte
and Deloitte Consulting by the Creditors' Committee will be
terminated as soon as the Court approves this application.

                      Professional Compensation

Deloitte intends to apply to the Court for the allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, Bankruptcy Rules,
Local Rules and orders of the Court.  Deloitte proposes to
calculate its fees for the professional services provided to the
Debtors based on the time actually expended by each team member
providing the services multiplied by the team member's hourly
billing rate.  The range of hourly billing rates for the audit
team members is:

        Partner/Principal/Director        $390 to 425
        Manager                            250 to 370
        Senior                             100 to 240
        Staff and Paraprofessionals         65 to 100

The range of billing rates reflects, among other things,
differences in experience levels within classifications,
geographic differentials and differences between types of
services being provided.  Deloitte will discount the fees
calculated using this rate structure by 10%.  In the normal
course of business, Deloitte revises its regular hourly rates to
reflect changes in responsibilities, increased experience, and
increased costs of doing business.  Accordingly, Deloitte asks
the Court that these rates be revised to the regular hourly
rates that will be in effect from time to time.  Changes in
regular hourly rates will be noted on the invoices for the first
time period in which the revised rates become effective.  In
addition, reasonable expenses, including travel, report
production, delivery services, and other costs incurred in
providing the services, also will be charged, at actual cost, in
the total amount billed.

Deloitte will begin serving as accounting advisor and auditor to
the Debtors upon Court approval of its retention.  Deloitte
estimates that its fees and expenses for auditing and accounting
services rendered on behalf of the Debtors will range from
$6,875,000 to $8,400,000.  These estimates assume that Deloitte
will audit SKC's financial statements for the years ended August
31, 2000 and August 31, 2001.

The Debtors have made no postpetition payments to Deloitte for
fees and expenses with respect to auditing services to the
Debtors.

Edward R. Crater, a partner at Deloitte, informs Judge Walsh
that certain of Deloitte's professionals may have business
associations with certain of the Debtors' creditors,
shareholders, or other parties-in-interest in these cases, or
interests adverse to such creditors, shareholders, or other
parties-in-interest, which associations are unrelated to these
Chapter 11 cases.  In addition, Mr. Crater relates that certain
professionals who were formerly associated with Andersen
recently joined Deloitte.  While at Andersen, some of these
professionals worked on matters pertaining to the Debtors.  It
is anticipated that some of these professionals will provide
services to the Debtors on behalf of Deloitte in these Chapter
11 cases.  The services that Deloitte anticipates providing to
the Debtors in these Chapter 11 cases:

    (a) will be new engagements pursuant to the Engagement
        Letters, and

    (b) will not be a continuation of services rendered by
        Andersen, but will commence as of the date authorized
        by the Court.

In addition, Mr. Crater continues, Deloitte has not been
retained to assist any entity or person other than the Debtors
on matters relating to these Chapter 11 cases, except for
Deloitte's engagement by, and assistance to, the Creditors'
Committee.  If this Court approves the Debtors' retention of
Deloitte, Deloitte will not accept any additional engagements or
perform any services directly related to these proceedings for
any entity or person other than the Debtors and their
affiliates.  Deloitte may, however, continue to provide
professional services to, and engage in commercial or
professional relationships with, entities or persons that may be
creditors of the Debtors or parties-in-interest in these Chapter
11 cases or attorneys of the foregoing parties; provided,
however, that these services are not and will not be directly
related to the Debtors or these Chapter 11 cases.

To the best of Mr. Crater's and Deloitte's knowledge, with
specified exceptions, Deloitte and the partners, principals,
directors and employees of Deloitte who are anticipated to
provide the services for which Deloitte is seeking to be
retained in these Chapter 11 cases:

    (a) have no relationship to any of the Debtors, the
        Debtors' major creditors, the United States Trustee's
        office, other significant parties-in-interest in these
        Chapter 11 cases, or to any of the Debtors' attorneys
        and accountants,

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

    (c) do not hold or represent an interest adverse to the
        Debtors' estates.

The exceptions described by Mr. Crater include Deloitte's work,
unrelated to Safety-Kleen's cases, for the majority of the
secured creditors, but include members of every creditor
constituency.  Bank of America is a significant lender to
Deloitte or its affiliates, and the members of Deloitte.  Other
entities, like Citibank, Saloman Smith Barney, an affiliate of
Citibank, Fleet Boston, HSBC Bank, and Wachovia Bank likewise
have lending relationships with Deloitte or its members, or
both.  One of Deloitte's partner/brokers has a brokerage account
with TD Waterhouse Brokerage, an affiliate of TD Securities.
Merrill Lynch is a significant client of Deloitte, for which
Deloitte provides multiple services, including audit services.
Deutsche Bank is likewise a client of Deloitte in matters
unrelated to this bankruptcy case.

Mr. Crater also discloses that a former principal of Deloitte
Consulting (US) LLC, which is the managing general partner of
Deloitte Consulting LP, is currently the Director, Program
Management Integration and Change for Safety-Kleen Corporation.
(Safety-Kleen Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPECTRASITE: Begins Fin'l Restructuring Talks with Bondholders
--------------------------------------------------------------
SpectraSite Holdings, Inc. (NASDAQ: SITE), one of the largest
wireless tower operators in the United States, has begun
discussions with holders of its publicly held senior notes
concerning a balance sheet restructuring that is in the best
interests of the Company and its stakeholders and that will
restore the Company's financial health.

In connection with this initiative, the Company opted not to pay
$10.8 million of interest due Monday on its 10-3/4% senior
notes.

SpectraSite Holdings, a holding company with no business
operations, is proposing to restructure its publicly held debt.
The financial restructuring is not expected to adversely impact
SpectraSite Communications, Inc., the operating company
subsidiary that conducts the Company's day-to-day operations.
The proposed restructuring would leave intact all current leases
with customers and property owners. As a result, the Company
anticipates that its employees, customers, suppliers or any
other entity doing business with SpectraSite Communications will
not be negatively impacted.

A restructuring of the publicly held debt of SpectraSite
Holdings also is not currently expected to affect SpectraSite
Communications' $1.1 billion senior credit facility, which will
continue to be serviced from operating cash flow by SpectraSite
Communications. As previously announced, as a result of a recent
amendment, a payment default under SpectraSite Holdings' senior
notes would not result in a default under SpectraSite
Communications' senior credit facility. The restructuring,
whether or not administered through a court proceeding, is
expected to adversely affect the holders of SpectraSite
Holdings' common stock.

Steve Clark, President and CEO of SpectraSite, stated, "After
lengthy discussions with our financial advisor, Lazard Freres,
we have determined that this restructuring initiative is the
best option for the Company to ensure its long term financial
health and success. We can no longer support a level of debt
that was incurred in an operating environment that was
drastically different than today. Over the last year we have
seen the collapse of the telecommunications industry, a
significant tightening of the capital markets and an economic
recession not experienced in over a decade. All of this has
impacted spending by the wireless carriers."

Clark continued, "We are pursuing a restructuring plan that
results in a level of debt that our operations can reasonably be
expected to support. What is most important is that throughout
this process we do not anticipate any adverse impact on our
employees, customers or suppliers. Our credit facility and cash
flow from operations are more than adequate to meet the day-to-
day obligations of the business."

Clark concluded, "Our core leasing business remains strong with
continued revenue and cash flow growth. Wireless carriers
continue to require new antenna sites as their subscriber base
grows and minutes of use increase. We strongly believe in the
fundamental strength of our business model and believe that
following this restructuring SpectraSite will emerge a
significantly stronger company."

If SpectraSite Holdings' failure to pay interest on its 10-3/4%
senior notes continues for 30 days such debt may become subject
to acceleration. If these noteholders were to accelerate the
maturity amounts under the 10-3/4% Senior Notes, SpectraSite
Holdings' other senior notes may subsequently be accelerated and
also become immediately due and payable.

SpectraSite Communications, Inc. -- http://www.spectrasite.com
-- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. The Company also is a
leading provider of outsourced services to the wireless
communications and broadcast industries in the United States and
Canada. At June 30, 2002, SpectraSite owned or managed
approximately 20,000 sites, including 7,994 towers primarily in
the top 100 markets in the United States. SpectraSite's
customers are leading wireless communications providers and
broadcasters, including AT&T Wireless, ABC Television, Cingular,
Nextel, Paxson Communications, Sprint PCS, Verizon Wireless and
Voicestream.


STATE LINE & SILVER: Selling Assets to Isle of Capri for $30MM
--------------------------------------------------------------
Isle of Capri Casinos, Inc., (Nasdaq: ISLE) has entered into a
definitive agreement to purchase The State Line and Silver Smith
Casino Resorts in Wendover, Nev.

The agreement is subject to state regulatory approval as well as
the approval of the Federal Bankruptcy Court, located in Reno,
Nev., which has a hearing scheduled in early October.  The
purchase price is $30 million, which will be paid in cash.

In an unrelated matter, the Cameron Parish, La. Policy Jury
unanimously authorized the parish to enter into an agreement
with the Isle of Capri Casinos, Inc., which is considering
developing a casino on the Sabine Pass. The police jury had
previously authorized a November election for the parish to vote
on gaming.  The development of the project is subject to all the
necessary approvals from all required regulatory authorities.

Isle of Capri Casinos, Inc. owns and operates 14 riverboat,
dockside and land-based casinos at 13 locations, including
Biloxi, Vicksburg, Tunica, Lula and Natchez, Mississippi;
Bossier City and Lake Charles (two riverboats), Louisiana; Black
Hawk, Colorado; Bettendorf, Davenport and Marquette, Iowa;
Kansas City and Boonville, Missouri; and Las Vegas, Nevada.  The
company also operates Pompano Park Harness Racing Track in
Pompano Beach, Florida.


TANDYCRAFTS: PwC Takes Care of Fiscal Year 2002 Inventory
---------------------------------------------------------
Tandycrafts, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to expand PricewaterhouseCoopers LLP's scope of
retention to perform limited services in connection with the
debtors' end-of-year inventory.

PwC has been retained by the Debtors to oversee the Debtors'
year-end physical inventory for fiscal year 2001 by an order
dated November 26, 2001.  The Debtors' fiscal year ends June 30.
In connection with closing their year-end books and preparing
for a future audit, it is necessary for the Debtors to conduct a
physical year-end inventory. The Debtors wanted to expand the
scope of such retention to authorize PwC to oversee the Debtors'
year-end inventory for fiscal year 2002, effective as of June
28, 2002.

For services rendered in connection with the inventory, the
Debtors will pay PwC a fee of $7,000, plus reimbursement of out-
of-pocket expenses, which are estimated to be no more than
$2,500.

Tandycrafts, a leading manufacturer and marketer of picture
frames, mirrors and other wall decor products, filed for chapter
11 protection on May 15, 2001.  Mark E. Felger, Esq., at Cozen
and O'Connor, represents the Debtors in their restructuring
efforts. Michael L. Vild, Esq., at The Bayard Firm and Jeffrey
D. Prol, Esq., at Lowenstein Sandler PC serve as counsel to the
Official Unsecured Creditors Committee. When the Company filed
for protection from its creditors, it listed assets of
$64,559,000 and debts of $56,370,000.


TEREX CORP: S&P Assigns BB- Rating to $210 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
secured bank loan rating to Terex Corp.'s proposed $210 million
new term loan C maturing in December 2009. Proceeds from this
loan and about $60 million in Terex common stock will be used to
finance the acquisition of Genie Holdings Inc. for $270 million.
In addition, the double-'B'-minus corporate credit rating was
affirmed on Westport, Connecticut-based Terex, a manufacturer of
construction and mining equipment. Total rated debt is $1.6
billion. The outlook is stable.

"Terex has a highly leveraged capital structure due to its
aggressive growth strategy. However, the company's cash flow
generation and sizable cash balances, along with its use of
equity as currency for acquisitions, should permit Terex to
continue to make moderate-size acquisitions without material
deterioration in its financial profile," said Standard & Poor's
credit analyst John Sico. Terex maintains a $300 million
revolving credit facility and has a cash position of more than
$200 million.

The bank loan is rated the same as the corporate credit rating.
The total senior secured credit facility of $885 million is
comprised of a revolving credit facility of $300 million, a term
loan B of $375 million, and the new term loan C of $210 million.
The facility is secured by substantially all of the company's
assets. Under Standard & Poor's simulated default scenario, the
company's cash flows were stressed and the resulting enterprise
value would not be sufficient to cover the entire bank loan in
the event of a default. However, there is reasonable confidence
of meaningful recovery of principal, despite potential loss
exposure.

Downside ratings risk is mitigated by the company's good
geographic and product diversity, competitive cost structure,
modest capital intensity, and satisfactory financial
flexibility, which includes ample cash and availability on its
revolving credit facility. In the near to intermediate term,
potential for higher ratings is limited by the company's
leveraged financial profile, significant debt levels, and
aggressive acquisition strategy.


TRANSTEXAS GAS: Calls on Stroock & Jefferies for New Debt Talks
---------------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTXG) reported operating
results for its second fiscal quarter ended July 31, 2002. Total
revenues were $19.7 million, with a net loss of $4.6 million.
The Company recorded a net loss to common stockholders of $16.9
million after giving effect to the accretion of preferred stock.
This compares to revenues of $30.0 million and a net loss of
$67.3 million to common stockholders in the previous year
quarter. The Company noted that the previous year loss included
the impact of a non-cash asset writedown charge of $56.8 million
(pre-tax), recorded under the full cost method of accounting,
reflecting lower oil and gas prices prevailing at quarter-end.

Earnings before interest, income taxes, litigation accruals,
depreciation, depletion and amortization (EBITDA) for the
quarter was $12.4 million, as compared to $17.0 million in the
prior year quarter. Cash flow from operations was $11.1 million
for the quarter versus $31.1 million in the previous year
quarter. Total capital expenditures were $4.3 million, versus
$57.0 million in the prior year.

Sales of gas, condensate and natural gas liquids for the quarter
were $19.4 million, down 35% from the previous year's $29.8
million. Total sales for the quarter were 5.6 billion cubic feet
of natural gas equivalent (Bcfe) compared to 7.5 Bcfe in the
prior year quarter. Approximately 1 Bcfe of the production loss
in the quarter was a result of the sale of the Company's Bob
West field in September 2001. Average natural gas pricing was
$3.49 per thousand cubic feet (Mcf) during the three-month
period, down 14% from the previous year's $4.04 per Mcf. Average
crude oil and condensate pricing was $26.04 per barrel (Bbl),
versus $26.16 per Bbl in the year-earlier quarter, while NGL
prices fell 14% to $0.32 per gallon for the quarter.

Depreciation, depletion and amortization decreased by $13.6
million due to lower natural gas sales volumes and a $1.29 per
Mcfe decrease in the depletion rate. The decrease in the
depletion rate is due primarily to the prior impairments of gas
and oil properties recorded during fiscal 2002.

Lifting costs averaged $0.62 per thousand cubic feet equivalent
(Mcfe), versus $0.81 per Mcfe in the prior year quarter. General
and administrative expenses for the quarter decreased to $3.2
million, or 36%, as compared to $5.0 million in the prior year
quarter primarily as a result of lower personnel and related
costs.

                    Recapitalization Discussions

Upon the election of its new CEO, Arnold Brackenridge, earlier
this year, TransTexas changed its operating philosophy and
received shareholder approval to change its name to Innova Oil &
Gas Corporation. Recognizing the need to conduct a comprehensive
recapitalization, the Company also entered into discussions with
investors representing almost 90% of the holders of its 15%
Senior Secured Notes due 2005 (the "Notes"), its Senior
Preferred Stock and Junior Preferred Stock (together the
"Preferred Stock"). These discussions led certain of these
investors to conduct due diligence with regard to a proposed
transaction, including a conversion of the Notes and all the
Preferred Stock into common equity. The Company engaged Stroock
& Stroock & Lavan LLP as outside counsel to assist in the
discussions. Jefferies & Company Inc., has been retained as
financial advisors to the Company in the recapitalization
efforts.

TransTexas has been advised that the investors are considering a
recapitalization transaction that could ultimately result in a
conversion of the Notes and all the Preferred Stock into common
equity. The Company believes such a transaction, if consummated,
will result in the current holders of its Notes and Preferred
Stock owning over 85% of the Company's stock and a reduction of
the Company's debt by as much as $300 million, significantly
reducing the Company's interest, dividend and redemption
obligations and thus providing the Company with additional
financial flexibility.

As of Sept. 15, 2002, and pending the conclusion of the
recapitalization discussions, the Company has not paid two
dividend payments due on the Senior Preferred Stock. As a
result, under the Company's corporate charter, one half of the
shares of Senior Preferred Stock and all of the shares of the
Junior Preferred Stock automatically converted into common stock
effective today, Sept. 16, 2002, creating total outstanding
common stock of 63,448,832 shares.

TransTexas has significant cash requirements to service current
debt and production payment obligations and for capital
expenditures in the exploration and development of its oil and
natural gas prospects. The Company has not paid the $15 million
interest payment due Sept. 15, 2002 on the Notes and has entered
the 30-day cure period described under the terms of the
indenture governing the Notes, as the recapitalization
discussions continue. If the Company does not make the $15
million interest payment within such cure period, the Company
may be considered in default under the terms of certain of its
loan documents. As with any recapitalization, no assurance can
be given that the parties will be successful in reaching an
agreement on recapitalization prior to the expiration of the
cure period.

                         Six Month Results

For the six months ended July 31, 2002, TransTexas reported a
net loss to common stockholders of $39.6 million on revenues of
$41.7 million. This compares to a net loss of $72.5 million to
common stockholders on revenues of $77.4 million in the first
six months of fiscal 2002.

Gas, condensate and NGL revenues for the six months decreased by
$35.9 million from the prior period, primarily due to decreased
natural gas sales volumes and decreased product prices. Total
production volumes for the six months were 12.8 Bcfe, versus
16.9 Bcfe in the prior year. Average natural gas pricing during
the six-month period was $3.11 per Mcf versus $5.02 in the prior
period. Crude oil and condensate prices decreased to $24.26 per
Bbl, versus $27.10 in the prior year period. Operating expenses
for the six months decreased 40% to $6.7 million from $11.2
million due primarily to a decrease in workover expenses and
fewer number of productive wells due to the sale of the Bob West
field.

TransTexas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in the upper
Texas Gulf Coast, including the Eagle Bay field in Galveston
Bay. Copies of the Company's filings with the Securities and
Exchange Commission may be found on the Internet at
http://www.sec.gov/cgi-bin/srch-edgar?transtexas+adj+gas


UNIVERSITY AVENUE: Plans to Wind Up as Soon as December 1, 2002
---------------------------------------------------------------
University Avenue Management Ltd., the manager of the University
Avenue Canadian Small Cap Fund announced plans to wind up the
Fund as soon as December 1, 2002 or later depending on the
ability of the Fund to liquidate its positions. The Fund is
not currently able to redeem Units as it has no liquid assets
available to it.

The Fund was initially formed to invest primarily in common
shares and other equity investments of Canadian issuers with
small capitalization. The Fund has not issued Units since
December, 2001 and ceased offering in July, 2002. Through
attrition due to net redemptions and the deterioration of
investee company web-based businesses, all of the Fund's
investments at this period of time are illiquid and the Fund is
not in a financial position to satisfy redemption requests made
by its Unitholders. Michael Spengemann, the Fund's portfolio
manager advises that; "Every effort is being made to liquidate
the remaining positions in the Fund and we are confident that
value will be recouped from these negotiations. We estimate that
within 60 days there will be liquid assets available for
distribution to the Unitholders."

Accordingly, the Manager has determined that it is in the best
interests of the remaining Unitholders to wind up the Fund, to
liquidate the balance of its assets as soon as possible, and to
distribute the realizable assets to Unitholders without any
further redemptions.

The Manager will seek the required Unitholder approval for the
termination of the Fund at a special meeting to be held on or
about October 18, 2002, in Toronto, Ontario. Unitholders of the
Fund will be mailed information packages in the near future
outlining details of the wind-up.

All of the costs associated with the termination of the Fund
will be borne by the Manager. No management fees are being
charged to the Fund at this time. Investors are encouraged to
speak with their financial advisors to review their investment
portfolios in order to ensure appropriate asset allocation is
maintained.

The Manager has recently undergone a change in management. The
decision to terminate the Fund was the result of an ongoing
assessment of the University Group of Mutual Funds by the
Manager with a view to achieving optimum results for
Unitholders.

University Avenue Management Ltd., manages the overall business
and operations of the University Avenue Group of Mutual Funds
which are comprised of six funds. Assets under administration
are approximately $9.5 million.


US AIRWAYS: Judge Mitchell Grants Injunction Against Utilities
--------------------------------------------------------------
In the normal conduct of its business operations, US Airways
Group obtains natural gas, water, electric, telephone, fuel,
sewer, cable, telecommunications, internet, paging, cellular
phone, and other services from hundreds of utility companies and
other providers.  The Utility Companies service the Debtors'
corporate offices, operations and numerous facilities around the
country. Uninterrupted utility services are essential to ongoing
operations and to the success of the Debtors' reorganization.
Should the Utility Companies refuse or discontinue service, even
for a brief period, the Debtors' business operations would be
severely disrupted.  The impact on the Debtors' businesses
operations and revenue would be extremely harmful and would
jeopardize the Debtors' reorganization efforts.  It is therefore
critical that these utility services continue uninterrupted.

By this motion, US Airways Group asks the Court for an order
prohibiting its Utility Companies from altering, refusing or
discontinuing services because of its Chapter 11 filing or any
unpaid prepetition invoice.

For those Utility Companies seeking adequate assurance in the
form of a deposit or other security, the Debtors ask the Court
to require these Utility Companies to make a written request by
September 5, 2002.  The request must include a payment history
for the most recent 6 months, a list of deposits or other
security currently held by the Utility Company, and a
description of any prior payment delinquency or irregularity.

The Debtors contend that the administrative expense priority
provided pursuant to Sections 503(b) and 507(a)(1) of the
Bankruptcy Code, their prepetition payment history, and their
proposed debtor-in-possession financing, adequately assure
continued payment for utility services provided by the Utility
Companies without the need for deposits or other security.  In
particular, the Debtors have enough funds to make timely
postpetition payments to all Utility Companies.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, argues that Section 366 of the Bankruptcy Code protects a
debtor against termination of its utility service immediately
upon the commencement of its Chapter 11 case.  At the same time,
Mr. Butler says, Section 366 also provides adequate assurance of
payment to utility companies.

Section 366 provides that:

    (a) Except as provided in subsection (b), a utility may not
        alter, refuse, or discontinue service to, or
        discriminate against, the trustee or the debtor solely
        on the basis of the commencement of a case under
        this title or that a debt owed by the debtor to a
        utility for service rendered before the order for relief
        was not paid when due;

    (b) The utility may alter, refuse, or discontinue service if
        neither the trustee nor the debtor, within 20 days after
        the date of the order for relief, furnishes adequate
        assurance of payment, in the form of a deposit or other
        security, for service after the date.  On request of a
        party in interest and after notice and a hearing, the
        court may order reasonable modification of the amount of
        the deposit or other security necessary to provide
        adequate assurance of payment.

Mr. Butler also relates that courts have recognized that no
deposit is required when:

    (a) the debtor has a history of prompt and complete utility
        payments,

    (b) the debtor owes insignificant amounts for prepetition
        utility services,

    (c) an administrative expense priority is granted to the
        utility, and

    (d) the debtor has substantial and liquid assets.

Mr. Butler asserts that the Debtors' history of consistent and
regular payment to the Utility Companies, coupled with their
demonstrated ability to pay future utility bills from ongoing
operations and postpetition financing, constitute adequate
assurance of payment for future utility services within the
meaning of Section 366 of the Bankruptcy Code -- without the
need to provide additional security deposits, bonds or any other
payments to the Utility Companies.

                          *     *     *

The Debtors don't have to fear the lights going out.  Judge
Mitchell grants the motion in its entirety. (US Airways
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


VALLEY MEDIA: Obtains Nod to Extend Exclusivity Until Nov. 15
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Valley Media, Inc., obtained an extension of its
exclusive periods.  The Court gives the Debtor, until November
15, 2002, the exclusive right to file its plan of reorganization
and until January 14, 2003 to solicit acceptances of that Plan.

Valley Media Inc, a distributor of music and video entertainment
products, filed for chapter 11 protection on November 20, 2002.
Neil B. Glassman, Esq., Steven M. Yoder, Esq., and Christopher
A. Ward, Esq. at The Bayard Firm represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


VECTOUR: Asks Court to Okay Stipulation re Cash Collateral Use
--------------------------------------------------------------
The Debtors remind the U.S. Bankruptcy Court for the District of
Delaware that it entered a Final Order authorizing VecTour,
Inc., and its debtor-affiliates to obtain post-petition
financing.

The Debtors now desire to use the Pre-petition Lenders/Bank
Group's Cash Collateral in lieu of further borrowings under the
DIP Loan Agreement.  The Bank Groups and the Debtors have agreed
that the DIP Order should be amended to allow the Debtors' use
of Cash Collateral through the September 30, 2002.

The stipulation provides that the Debtors are authorized to use
Cash Collateral solely for the purposes and in accordance with
their budget through September 30, 2002.

VecTour, Inc., is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq., and David M.
Fournier, Esq., at Pepper Hamilton LLP represent the Debtors in
their restructuring effort.


VIADOR INC: Need to Raise New Capital to Continue Operations
------------------------------------------------------------
Viador, Inc., develops and markets Internet software that
enables businesses to create enterprise information portals for
both business-to-business, or B2B, and business-to-employee, or
B2E, use. An enterprise information portal gives users a single
browser-based interface with which to quickly and easily access
information from a variety of enterprise data sources. The
Company believes the Viador E-Portal offers a comprehensive and
integrated enterprise information portal that is specifically
designed for the World Wide Web and works with a customer's
existing hardware and software systems, without the need for
additional technology expenditures. It provides Viador's
customers with the ability to manage and share information on a
secure and cost-effective basis that can accommodate
significant increases in the number of users and amount of
information. As more users contribute increasing amounts of
information to the portal, Viador believes its customers are
able to increase business productivity and efficiency.

The Company was incorporated as Infospace Inc., in California in
December 1995. In January 1999, it changed its name to Viador
Inc., and it subsequently reincorporated in the State of
Delaware. In October 1999, the Company raised gross proceeds of
$41.4 million through an initial public offering. Since its
inception, it has developed web-based products designed to
permit its customers to search, analyze and deliver relevant
information to users within and outside the enterprise. It
delivered its first product, Web-Charts, in September 1996. In
the first quarter of 1999, it first shipped a fully integrated
web-based product suite called the Viador E-Portal, which
integrated its prior product offerings. In the fourth quarter of
1999, the Company introduced the Business-to-Business E-Portal,
a product and services offering that is designed to allow
personalized communication and information exchange between
businesses. In the second quarter of 2000, it introduced Viador
Portlets, a technology for easily extending the Viador E-Portal
by adding tightly integrated modules for accessing additional
data sources and applications. In the fourth quarter of 2000, it
introduced Viador E-Portal Express, a portal user interface that
set new standards for performance and scalability.

The Company is currently attempting to raise additional
financing to fund its operations. There can be no assurance that
it will be successful in its efforts to reduce expenses or to
obtain additional financing. Failure to reduce and control
expenses, generate sufficient revenue and/or to obtain
additional financing will result in a material adverse effect on
the Company's ability to meet its business objectives and
continue as a going concern. Based on its assumptions, which it
believes are reasonable, the Company believes it may have
sufficient cash to reach profitability provided that it meets
the revenue and expense goals contained in its business plan.

Historically, Viador has focused its selling efforts in North
America and derived a majority of its revenue from North
America. However, the Company believes it is important to have
an international presence and intends to continue to conduct
business in markets outside the United States, primarily through
distributors. It conducts business internationally through a
variety of distribution and service partners in Europe, Greece,
the United Kingdom and Canada. In Asia, it uses distributors in
Japan, Korea, Indonesia, China, Hong Kong and Thailand.

The Company's total revenue decreased by 57% to approximately
$1.1 million for the three months ended June 30, 2002 from
approximately $2.7 million for the three months ended June 30,
2001. Total revenue decreased by 60% to approximately $2.5
million for the six months ended June 30, 2002 from
approximately $6.3 million for the six months ended June 30,
2001. For the three and six months ended June 30, 2002, license
revenue accounted for 24% and 38%, respectively, of total
revenue and service revenue accounted for 76% and 62%,
respectively, of total revenue. The decrease in total revenue in
the three and six months ended June 30, 2002 compared to the
same periods of 2001 was primarily due to reductions in license
revenue resulting from decreased demand for Company products and
also, a reduction in service revenue associated with reduced
demand for consulting services. The percentage shift toward
service revenue is due to lower new customer license revenue
caused both by the generally poor economic climate and Viador's
financial condition versus the continuing demand from existing
customers for customization of their licensed portal products.

For the three months ended June 30, 2002 net loss was $432,000,
or 39% of total revenue, compared to a net loss of $13.8
million, or 516% of total revenue for the three months ended
June 30, 2001. For the six months ended June 30, 2002 net income
was $753,000, or 30% of total revenue, compared to a net loss
was $20.6 million, or 328% of total revenue for the six months
ended June 30, 2001.

From inception, the Company has financed operations primarily
through an initial public offering and private equity placements
totaling approximately $63.8 million. As of June 30, 2002,
Viador had an accumulated deficit of approximately $76.0 million
and cash and cash equivalents of approximately $1.4 million. It
had a net loss of approximately $432,000 for the three months
ended June 30, 2002 and net income of approximately $753,000 for
the six months ended June 30, 2002, and it had net losses of
approximately $24.5 million for the year ended 2001, $29.3
million for the year ended 2000 and $13.3 million for the year
ended 1999. The size of its accumulated deficit, its losses
since inception and its ongoing need for capital to continue
operations raises substantial doubt as to the Company's ability
to continue as a going concern. It expects to continue to use
cash in operations and to incur operating losses in the
foreseeable future. It obtained $1.0 million in debt financing
in the first quarter of 2002, as well as a commitment for up to
$2.0 million in additional debt financing subject to its meeting
certain financial and business conditions.  There can be no
assurance that the Company will be successful in efforts to
control expenses, generate sufficient revenue or obtain
additional financing. Failure to reduce and control expenses,
generate sufficient revenue and/or to obtain additional
financing will result in a material adverse effect on its
ability to meet its business objectives and continue as a going
concern. Absent debt or equity financing beyond the $2.0 million
currently committed to Viador, and excluding significant
expenditures required for its major projects, management
currently anticipates that the cash on hand and anticipated cash
flow from operations will only be adequate to fund operations in
the ordinary course of business for the next twelve months.


WARNACO: Asks Court to Approve Sale Rights Auction Procedures
-------------------------------------------------------------
Pursuant to the proposed closing of the 26 Calvin Klein Stores,
The Warnaco Group, Inc., and its debtor-affiliates ask the Court
to approve the auction procedures for the rights to sell
inventory and fixtures to a facilitator.  The Auction procedures
provide that:

A. Any party wishing to submit an offer to act as "Facilitator"
   under the Store Closing Sale Agreement must submit an offer
   in writing on the form of the Store Closing Sale Agreement
   indicating any and all proposed changes thereto, to:

    -- bankruptcy counsel for the Debtors, Craig A. Wolfe, Esq.,
       at Sidley Austin Brown & Wood LLP;

    -- counsel to the Debt Coordinators for the Debtors'
       Prepetition Lenders, Marc Hankin, Esq., at Sherman &
       Sterling;

    -- counsel to the agent for the Debtors' Postpetition
       Lenders, Brian Rosen, Esq., at Weil, Gotshal & Manges;
       and

    -- counsel to the Official Committee of Unsecured Creditors,
       Scott Hazan, Esq., at Otterbourg, Steindler, Houston &
       Rosen;

B. All bidders must agree to be bound by all of the terms and
   conditions of the Store Closing Sale Agreement, with
   appropriate modifications for the identity of the successful
   bidder, the increased price or the better terms;

C. All bidders must provide evidence, satisfactory to the
   Debtors, of the bidder's financial ability to perform its
   obligations under the Store Closing Sale Agreement, as
   modified;

D. All competing bids must remain open and irrevocable until
   entry of any order by the Bankruptcy Court approving the
   Store Closing Sale Agreement;

E. The initial overbid must be for an increase in the percentage
   on which the Guaranteed Amount is based on at least 1% with
   successive bids thereafter for an increase of at least 0.5%
   over the previous bid of the Guaranteed Amount; and

F. Competing bids cannot be contingent upon completion of due
   diligence, the receipt of financing or any board of
   directors, shareholder or other corporate approval. (Warnaco
   Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


WILD OATS MARKET: State Street Discloses 5.88% Equity Stake
-----------------------------------------------------------
State Street Research & Management Company owns 1,479,700 shares
of the common stock of Wild Oats Market, Inc., representing
5.88% of the outstanding common stock of the Company.  State
Street Research & Management has sole powers of voting and
disposition of the stock held, however, State Street disclaims
any beneficial interest in any of the foregoing securities.

Wild Oats Markets, Inc., is a nationwide chain of natural and
organic foods markets in the U.S. and Canada. The Company
currently operates 103 natural food stores in 23 states and
British Columbia, Canada. The Company's markets include: Wild
Oats Natural Marketplace, Henry's Marketplace, Nature's - a Wild
Oats Market, Sun Harvest and Capers Community Markets. For more
information, please visit the Company's Web site at
http://www.wildoats.com

At March 30, 2002, Wild Oats' balance sheet records a working
capital deficit of about $37 million.


WORLD WIRELESS: Amends 2nd Quarter Results and Files Form 10-Q
--------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a developer of
wireless and Internet systems, technology and products, reported
its amended results for the quarter ended June 30, 2002, and
filed its Form 10-Q.  The Company's filing was delayed while it
completed an inquiry regarding the facts surrounding an
unrecorded transaction and sought to resolve accounting issues
relating to its correction.

The Company concluded that a transaction involving the issuance
of common stock for services that occurred in the quarter ending
March 31, 2000 had not been accounted for in the Company's
financial statements, and that the consolidated financial
statements for various prior periods should be restated.  The
transaction involved the issuance of 60,000 shares of common
stock effective January 3, 2000 valued at $195,300.

The Company is in the process of restating its financial
statements for the year ended December 31, 2000, and intends to
file an amended Form 10-Q for the quarter ended March 31, 2002
and the nine months ended September 30, 2001, and an amended
Form 10-K and the year ended December 31, 2001.  The amended
Form 10-Q for the quarter ended March 31, 2002 and the year
ended December 31, 2001 will reflect the restated December 31,
2001 balance sheet.  The amended December 31, 2001 Form 10-K
will reflect a restated statement of operations for the year
ended December 31, 2000.  A summary of the results of these
restatements can be found in Management Discussion and Analysis
of Results of Operations and Financial Condition in the
Company's Form 10-Q for the quarter ended June 30, 2002 filed
Friday.

In addition, subsequent to the issuance of the Company's
financial statements for the quarter ended March 31, 2002 the
Company determined that $356,000 of interest expense for fees
related to a modification of debt terms expensed in the first
quarter should have been amortized over the period from March 1,
2002 through June 30, 2002.  The amended March 31, 2002 Form
10-Q will reflect restated condensed consolidated balance sheet
and statement of operations information.

A similar charge to interest expense relating to the
modification of debt terms totaling $1,605,000 had been included
in the results of operations for the three months ended June 30,
2002 previously published by the Company. These charges result
from the planned issuance of 5,340,000 shares of the Company's
common stock in consideration for the three month extension of
the maturity date of its senior secured debt until September 30,
2002.  The Company has determined that the expense should be
correctly reported during the third quarter of 2002, and
amortized over the modified term of the debt.

Prior to the filing of Form 10-Q for the quarter ending June 30,
2002, and subsequent to the Company's previously published
results of operations for the same period, the Company reached a
tentative settlement of a legal claim that would require the
Company to pay $54,710 and to acquire various software licenses.
The tentative settlement amount has been accrued as of June 30,
2002.  During the same time period, the Company identified
$39,194 in expenses that had been deferred in error.

Greenwood Village-based World Wireless Communications, Inc., was
founded in 1995 and is a leading developer of wireless and
Internet systems, technology and products.  World Wireless
focuses on spread spectrum radios in the 900 Mhz band and has
developed the X-traWeb(TM) system -- an Internet-based product
designed for remote monitoring and control of devices.  X-
traWeb's many applications include utility meters, security
systems, vending machines, assets management, and quick service
restaurants.  More information on X-traWeb(TM) is available at
http://www.x-traweb.com  More information about World
Wireless Communications, Inc., is available on the company's Web
site, http://www.worldwireless.com

At March 31, 2002, World Wireless' balance sheet shows a total
shareholders' equity deficit of about $5 million.


WORLDCOM INC: Wants to Reject 19 Executive Severance Agreements
---------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that Worldcom Inc., and its debtor-subsidiaries
terminated 19 vice presidents and senior vice presidents during
the reduction in force occurring four months prior to the
Petition Date.

Under the Debtors' Severance Programs, an eligible employee is
entitled to up to six months severance pay based upon an
employee's level and years of service with the Debtors.  The
total Severance Obligations due the Terminated Executives under
the Debtors' Severance Programs total $1,600,000.

But pursuant to certain severance agreements, Ms. Fife explains
that the Terminated Executives were provided an enhanced level
of severance pay above the six-month severance cap.  The
Enhanced Severance contemplated the payment of specified amounts
on a bi-weekly basis through the end of August 2002 -- at which
time the Terminated Executives would receive their Severance
Obligations. The Severance Agreements provide for $900,000 in
Enhanced Severance.  Prior to the Petition Date, the Terminated
Executives received $500,000 in Enhanced Severance.

By this motion, the Debtors seek the Court's authority to reject
the Severance Agreements with the executives.  Instead, the
Debtors ask the Court to permit the Terminated Executives to
otherwise participate in the Severance Programs and receive
Severance Obligations.  Specifically, the Debtors ask Judge
Gonzalez's permission to provide the Terminated Employees with
an amount equal to the difference of the Terminated Executives'
Severance Obligations due and the Received Enhanced Severance.
The Terminated Executive Severance Balance is about $1,100,000.

By rejecting the Severance Agreements, Ms. Fife points out that
the Debtors will eliminate the severance benefits provided
therein which are at levels above amounts provided by their
Severance Programs.  The Debtors, however, believe that it is
equitable to permit the Terminated Executives to receive
severance payments pursuant to the Severance Programs
notwithstanding the prepetition termination of the Terminated
Executives. (Worldcom Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Keeps Plan Filing Exclusivity Until February 1, 2003
----------------------------------------------------------------
Judge Fitzgerald, at W.R. Grace & Co.'s behest, further extends
the exclusive period within which the Debtors may file a plan of
reorganization through and including February 1, 2003, and the
exclusive period within which to solicit acceptances of that
plan from their creditors until April 1, 2003.


XCEL ENERGY: NRG Unit Fails to Make Payments on Four Debt Issues
----------------------------------------------------------------
NRG Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE:XEL), has not made payments on four debt issues due
Monday, Sept. 16, 2002.

As with all NRG debt issues, these are non-recourse to the
parent company, Xcel Energy.

NRG plans to address these payments in a broader restructuring
plan and is working with bondholders to resolve this issue. NRG
has 15 days to make principal and interest payments to the South
Central Generating A-1 and A-2 Series bondholders and 30 days to
make payments to the NRG corporate level bondholders to avoid an
event of default on these bonds.

"NRG's failure to make payments to the bondholders [Mon]day does
not mean that NRG must file for bankruptcy," said Richard C.
Kelly, NRG president and chief operating officer.

In addition, NRG is continuing to work with bank lenders on an
extension of the Sept. 13, 2002, deadline by which it was
required to post collateral ranging in value from $1.1 billion
to $1.3 billion for certain agreements.

"We are optimistic we will be able to obtain another extension
of the time necessary to post the cash collateral," Kelly said.
"We are continuing to work with the banks and bondholders and
are hopeful we will be able to reach an arrangement for the
benefit of all stakeholders."

The withheld payments include:

     --  $10.9 million due on $350 million of 8.25 percent
senior unsecured notes due in 2010;

     --  $14.4 million due on a $250 million "pass through"
trust -- a special purpose entity that is effectively a senior
unsecured obligation of NRG -- with an interest rate of 8.70
percent that matures in 2005; and

     --  Approximately $47 million in combined principal and
interest payments on NRG South Central Generating LLC 8.962
percent Series A-1 senior secured bonds due 2016 and 9.479
percent Series B-1 senior secured bonds due 2024.

NRG Energy, a wholly owned and unregulated subsidiary of Xcel
Energy, develops and operates power generating facilities. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
U.S. Company headquarters are located in Minneapolis.


* Goodwin Procter LLP Elects Eight New Attorneys to Partnership
---------------------------------------------------------------
Goodwin Procter LLP announced that eight attorneys have been
elected to the partnership, effective October 1, 2002.  The
newly-elected partners are:

     -- Gus P. Coldebella, litigation department

     -- Douglas C. Doskocil, litigation department

     -- Eric R. Fischer, corporate department

     -- R. David Hosp, litigation department

     -- Eric G. Kevorkian, corporate department

     -- Thomas J. LaFond, corporate department

     -- Gina Lynn Martin, corporate department

     -- Jeffrey A. Simes, litigation department

Goodwin Procter LLP is one of the nation's leading law firms,
with nearly 500 attorneys. The firm focuses on a number of
specialized areas including, corporate finance and securities;
financial services; private equity; intellectual property;
litigation; and real estate.  Goodwin Procter is headquartered
in Boston, with offices in New York, New Jersey and Washington,
D.C.

Additional Biographic Information:

     -- Gus P. Coldebella is a member of the securities &
corporate governance practice, focusing on securities class
action litigation, SEC and stock exchange investigations, merger
and acquisition litigation, and executive termination issues.

     -- Douglas C. Doskocil focuses his practice on intellectual
property litigation, with emphasis on patents relating to
electrical systems, semiconductor fabrication, computers,
communication networks, and software.

     -- Eric R. Fischer is a member of the financial services
practice, focusing on bank regulatory matters relating to
mergers and acquisitions of financial institutions, director and
officer liability, corporate governance, and anti-money
laundering issues.  Previously, he was general counsel of UST
Corp. and assistant general counsel at Bank of Boston
Corporation.

     -- R. David Hosp is a member of the intellectual property
practice, focusing on trademark, copyright, Internet, and
licensing disputes.  He counsels clients on general corporate
matters involving intellectual property and the Internet.

     -- Eric G. Kevorkian is a member of the merger &
acquisition/corporate governance and real estate securities &
capital markets practice groups.  He focuses on public and
private mergers and acquisitions, securities offerings, debt
financings, and corporate governance matters.

     -- Thomas J. LaFond focuses his practice on corporate
finance transactions and securities law matters, and has
substantial experience in mergers and acquisitions on behalf of
private and public companies, private placements and
underwritten public offerings of debt and equity securities, and
leveraged buyouts.

     -- Gina Lynn Martin devotes most of her time to the
insolvency & business reorganization practice, focusing on
corporate restructurings and debt financings, as well as
representing secured creditors in and out of court
restructurings and Chapter 11 cases.

     -- Jeffrey A. Simes focuses his practice on complex
business litigation, including securities and corporate
governance, antitrust, insurance, and products liability, with
both Fortune 500 companies and emerging technology companies.


* O'Melveny & Myers LLP and O'Sullivan LLP Complete Merger
----------------------------------------------------------
International law firm O'Melveny & Myers LLP and New York-based
private equity powerhouse O'Sullivan LLP announced the
completion of their merger.

The combined firm, which will operate as O'Melveny & Myers LLP,
becomes one of the top global transactional and private equity
law firms, with more than 800 attorneys globally, 206 of them in
New York.

The combination will give O'Melveny & Myers a capability few
large firms have - an international network through which to
provide counsel in diverse practice areas to the private equity
market. The two firms have complementary practice capabilities,
with O'Sullivan providing a world-class private equity
capability to O'Melveny's global experience in litigation,
bankruptcy, class actions, intellectual property and
transactional work. The combination also represents a strategic
move to expand and deepen O'Melveny's transactional and
litigation footprint in the New York market.

"[Mon]day marks a key strategic step in building on our success
to-date," said A.B. Culvahouse, Chair of O'Melveny & Myers, "by
continuing to develop our global capabilities to better serve
our clients and grow our people. O'Sullivan is a leader in the
private equity arena - a strategic focus for our firm - and
shares our values of professionalism, collegiality and
uncompromising excellence."

"As the private equity community has become more global, so have
fund sponsors' needs for a broader array of legal advice for
both the funds themselves and for the companies they are
financing," said John Suydam, Chairman of O'Sullivan, and new
member of O'Melveny's Policy Committee. "O'Melveny's geographic
reach and distinctive experience in a variety of practice areas
enable us to continue to meet the expanding needs of our
clients, and provides our attorneys with the necessary resources
to expand their practices both nationally and internationally."

O'Melveny & Myers is ranked among the top twenty global law
firms in the AmLaw 100, as determined by The American Lawyer
magazine.

Commenting on the merger, Brad Hildebrandt, a prominent
strategic consultant to the law firm industry, stated, "Given
O'Melveny's global capabilities and O'Sullivan's private equity
expertise, it's hard to find a better match than these two
firms. This combination will make O'Melveny a huge asset to the
private equity market."

O'Melveny & Myers LLP is a full-service international law firm
with over 850 attorneys serving clients from 14 offices across
the globe. O'Melveny & Myers' September 2002 combination with
O'Sullivan LLP, has created a leading practice serving the
transactional and private equity investment community. O'Melveny
& Myers acts as primary legal counsel to global private equity
investors and their portfolio companies, advising on all aspects
of their activities, including fund formation, structuring,
negotiation and execution of leveraged acquisitions and growth
investments and the implementation of exit strategies. The
merger complements O'Melveny's leading position in the
adversarial practices.


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

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

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

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

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

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

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

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

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

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

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

November 18-19, 2002
   EUROLEGAL
      Insurance Exit Strategies
         Kingsway Hall, London
            Contact: +44 0 20 7878 6886

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

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

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

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

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

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

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

March 31 - April 01, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
     Healthcare Transactions: Successful Strategies for Mergers,
          Acquisitions, Divestitures and Restructurings
              The Fairmont Hotel Chicago
                 Contact: 1-800-726-2524 or fax 903-592-5168 or
                          ram@ballistic.com

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

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

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

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
                Restructuring
              Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

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

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

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

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

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

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

                          *********

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

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

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

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


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


                          *********

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

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

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

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

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

                *** End of Transmission ***