TCR_Public/020920.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 20, 2002, Vol. 6, No. 187

                           Headlines

360NETWORKS: Seeks Court Approval of Enron Purchase Agreement
ACOUSTISEAL: U.S. Trustee Appoints Creditors' Committee Members
ADELPHIA BUSINESS: Sprint Presses for Postpetition Claim Payment
ADELPHIA COMMS: Equity Committee Wants to Conduct Rule 2004 Exam
ALLIED WASTE: S&P Assigns BB- Rating to New $250MM Senior Notes

ALLIED WASTE: Fitch Rates Proposed $250 Mil. Senior Notes at BB-
AMERICAN AIRLINES: Spending $21.7M to Upgrade St. Louis Terminal
ANC RENTAL: Wins Nod to Sell St. Louis Facilities for $1.8 Mill.
APPLIED EXTRUSION: Weak Finances Spur S&P to Ratchet Rating to B
B/E AEROSPACE: Posts $6.2-Million Net Loss in Second Quarter

BANYAN STRATEGIC: Extends Northlake Sale Closing Date One Week
BIONOVA HOLDING: Fails to Satisfy Nasdaq Listing Requirements
BIRCH TELECOM: Judge Farnan Confirms Plan of Reorganization
BRAND SERVICES: S&P Ups Corp. Rating to B+ over Acquisition Pact
BUDGET GROUP: Bringing-In Lazard Freres as Investment Banker

CENTRAL EUROPEAN MEDIA: Gets Notice of Payment of $20MM from MEF
COMMERCIAL CONSOLIDATORS: Agrees to Richter as Interim Receiver
DELANEY VINEYARDS: Asks Court to Extend Time to File Schedules
DOBSON COMMS: Will Pay In-Kind Dividend on 12-1/4% Preferreds
EB2B COMMERCE: Receives $275K from Escrowed Financing Proceeds

EMPRESA ELECTRICA: Seeks Authority to Pay Prepetition Creditors
ENRON CORP: Intends to Sell LNG-Pipeline Assets to Tractebel
FANNIE MAY: Delaware Court to Consider Plan on Sept. 24, 2002
FEDERAL-MOGUL: Gets Okay to Lease 225 Vehicles from GE Capital
FERRELLGAS PARTNERS: Fitch Assigns BB+ Rating to $170M Sr. Notes

GENERAL MAGIC: Will Cease Operations and Commence Liquidation
GENOMIC SOLUTIONS: Fails to Comply with Nasdaq Listing Criteria
GILAT SATELLITE: Expects Workout Plan to Include Debt Conversion
GLENOIT CORP: Has Until Nov. 6 to Make Lease-Related Decisions
GLOBAL CROSSING: Classification & Treatment of Claims Under Plan

GUARDIAN TECHNOLOGIES: Working Capital Deficit Tops $1.5 Million
ICG COMMS: Obtains Open-Ended Lease Decision Period Extension
ICG COMMS: Court Schedules Plan Confirmation Hearing for Oct. 9
INTEGRATED HEALTH: Exclusivity Intact through October 1, 2002
ION NETWORKS: Secures Time Extension to Meet Nasdaq Requirements

IVILLAGE INC: Fails to Maintain Nasdaq Listing Requirements
JP MORGAN: Fitch Assigns B-/V5 Rating to HYDI - B Trusts
JP MORGAN: Fitch Assigns B/V5 Fund Rating to $490MM HYDI Trusts
KBC ORION: S&P Drops Ratings on Classes D-1 & D-2 to D
KMART CORP: StyleMaster Wins Nod to File Late Proof of Claim

LEGACY HOTELS: Paying Third Quarter Distribution on Oct 20, 2002
METALS USA: Court OKs Deloitte & Touche as Debtors' Accountants
MIKOHN GAMING: Expects to Return to Profitability in 4th Quarter
NIKU CORP: Intends to Appeal Nasdaq Delisting Determination
NORTEL: S&P Cuts L-T Rating to B on Lower-than-Expected Revenues

NUEVO ENERGY: Acquires 100 Bcfe of Natural Gas in West Texas
OMNOVA SOLUTIONS: Third Quarter Sales Drop 11% to $177.6 Million
ONTRO INC: Secures $530,000 in Debt Financing
OPTIMARK DATA: TSX Knocks Off Shares for Violating Requirements
PAUL-SON GAMING: Falls Below Nasdaq Continued Listing Standards

POLYONE: Weak Fin'l Profile Prompts S&P to Lower Rating to BB+
PURCHASEPRO: Fails to Meet Nasdaq Minimum Listing Requirements
RELIANT RESOURCES: Fitch Cuts Senior Unsecured Debt Rating to BB
SAFETY-KLEEN: Court Approves Cendian Transportation Agreement
SHEFFIELD PHARMACEUTICALS: Gets Extension to Meet AMEX Criteria

SLI INC: Creditors' Meeting to Convene on October 10, 2002
SPARTAN STORES: Dismisses 34 Grocery Managers to Reduce Costs
SPECTRASITE HOLDINGS: Names CEO Stephen Clark as Board Chairman
SPECTRASITE HOLDINGS: S&P Drops Corporate Credit Rating to SD
SUPERIOR TELECOM: Inks Asset Sale Agreement with Alpine Group

SUPERIOR TELECOM: Inks Major Amendment to Bank Credit Agreement
SYMPHONY TELECOM: Rescinds Proposed Merger Deal with Crazy Toyz
TANGER FACTORY: S&P Affirms BB+ Corporate Credit Rating
TRANSCARE: Asks Court to Appoint BSI as Claims & Notice Agents
UNIROYAL TECH: Sterling Gets OK to Pay Critical Subcontractors

US AIRWAYS: Asks Court to Fix November 4, 2002 Claims Bar Date
WILBRAHAM CBO: S&P Downgrades Five Classes of Notes
WILLIAMS: Wins Nod to Construct Georgia Strait Crossing Project
WINDSOR WOODMONT: S&P Cuts Rating to D After Interest Nonpayment
WINSTAR COMMS: Trustee Wants More Time to Make Lease Decisions

WORLD HEART: Falls Short of Nasdaq Continue Listing Standards
WORLDCOM INC: C&W Seeks Stay Relief to Pursue JAMS Arbitration
W.R. GRACE: Gets Okay to Implement Retention & Severance Plan

* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970

                           *********

360NETWORKS: Seeks Court Approval of Enron Purchase Agreement
-------------------------------------------------------------
360networks (USA) inc., seeks Bankruptcy Court authority to
enter into and perform its obligations under a proposed Purchase
Agreement, providing for, inter alia:

   (a) the termination of certain agreements between 360 USA and
       Enron Broadband Services Inc. related to a Minneapolis-to-
       Detroit fiber optic route;

   (b) the sale by Enron Broadband to 360 USA of certain related
       assets and rights; and

   (c) the resolution of any claims between 360 USA and Enron
       Broadband related to the terminated agreements and the
       Purchase Agreement.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
tells the Court that Enron Broadband and 360networks inc.
entered into an IRU Swap Agreement on June 30, 1999.  The Swap
Agreement provides for:

   -- 360networks inc. and 360 USA to supply dark fiber to Enron
      Broadband along a Minneapolis-to-Detroit route; and

   -- Enron Broadband to supply dark fiber to 360 USA along a
      Houston to Denver route.

360networks later assigned its interest in the Swap Agreement to
360 USA.

Enron Broadband and 360 USA are also parties to:

   -- a Collocation Agreement since July 31, 2000, which
      provides for Enron Broadband to provide collocation space
      to 360 USA along the Minneapolis to Detroit route; and

   -- a Transmission Site Construction Agreement on July 31,
      2000, which provides for the modification of certain
      rights and obligations of 360 USA and Enron Broadband
      under the Swap Agreement.

In connection with the Site Agreement, Mr. Lipkin relates, Enron
Broadband constructed shelters on various parcels of land in
which Enron Broadband held a real property interest pursuant to
these agreements:

   (1) Easement Agreement between Enron Broadband and Leland C.
       Goyer, dated August 9, 2000;

   (2) Easement Agreement between Enron Broadband and Timothy
       Robert Olson and Michael A. Olson, dated June 22, 2000;

   (3) Easement Agreement between Enron Broadband and Charles C.
       Collins and Marjorie P. Collins, dated February 7, 2001;

   (4) Easement Agreement between Enron Broadband and Suzanne
       Gegenfurtner and Mark E. Gegenfurtner, dated June 20,
       2000;

   (5) Easement Agreement between Enron Broadband and Clarence
       Nelson, Jr. and Shirley H. Nelson, dated July 25, 2000;

   (6) Lease Agreement between Enron Broadband and David
       Wiganowsky and Angela Wiganowsky, dated August 24, 2000,
       as subsequently assigned to S&L Investments, LLC by
       virtue of a Warranty Deed, dated August 9, 2001, from
       David and Angela Wiganowsky to S&L Investments;

   (7) Easement Agreement between Enron Broadband and Roger L.
       Degner and Faith S. Degner, dated July 6, 2000;

   (8) Warranty Deed between Enron Broadband and WISPARK
       Corporation, dated October 6, 2000 -- the Pleasant
       Prairie Deed;

   (9) Easement Agreement between Enron Broadband and Donald A.
       Hodsen and Mary H. Mendez, dated August 28, 2000;

  (10) Easement Agreement between Keith A. Beringer and Sherrie
       M. Beringer, dated November 1, 2000;

  (11) Easement Agreement between Richard E. James and Meriella
       James, dated August 16, 200;

  (12) Easement Agreement between Enron Broadband and Elizabeth
       A. Beckett, dated October 26, 2000;

  (13) Easement Agreement between Enron Broadband and L.A.B.
       Development Corp., Inc. dated October 10, 2000 -- Lansing
       Agreement; and

  (14) Easement Agreements between Enron Broadband and Theodore
       Paul Franks, Jr. and Phyllis J. Franks, dated September
       8, 2000 and September 13, 2000.

According to Mr. Lipkin, Enron Broadband does not intend to
continue to operate along the Minneapolis-to-Detroit route.
Hence, Enron Broadband would only receive limited future benefit
from the dark fiber along that route and the real property,
pursuant to the Agreements entered into.

However, Mr. Lipkin notes, 360 USA continues to operate along
the Minneapolis-to-Detroit route, and thus, could benefit from
the future use of Enron Broadband's real and personal property
and contract rights related to the route.

On November 20, 2001, the Court approved the First Settlement
Order with Enron Broadband.  However, the parties were unable to
consummate the settlement transaction with Enron Broadband's
filing for Chapter 11 protection.  The parties then reevaluated
their concerns and agreed to make revisions as contemplated in
this motion.

The salient terms of the Purchase Agreement are:

   (a) Cash Consideration.  At the closing, 360 USA will pay
       $1,300,000 to Enron Broadband by wire transfer;

   (b) Construction of Contracts.  For purposes of the Purchase
       Agreement only, the parties agree to treat the Easement
       Contracts, the Swap Agreement, the Site Agreement, the
       Minneapolis Collocation Agreement and the Minneapolis IRU
       Agreement as executory contracts within the meaning of
       Section 365 of the Bankruptcy Code;

   (c) Assumption, Sale and Assignment of the Easement
       Contracts.  Upon closing, Enron Broadband will assume all
       Easement Contracts in accordance with Section 365 of the
       Bankruptcy Code.  The parties will then execute and
       deliver an Assignment, which will provide for the sale
       and assignment of the Easement Contracts to 360 USA.  If
       anyone asserts the Easement Contracts are not executory
       contracts, all right, title and interest of Enron
       Broadband will also be sold to 360 USA in accordance
       with Section 363 of the Bankruptcy Code;

   (d) Construction of Swap Agreement.  The parties agree that
       the Swap Agreement is and should be construed as two
       separate IRU agreements, each of which can be separately
       assumed or rejected pursuant to Section 365 of the
       Bankruptcy Code;

   (e) Rejection of Executory Contracts.  The parties each will
       reject these contracts effective upon closing, in
       accordance with Section 365 of the Bankruptcy Code:

       -- the Site Agreement,
       -- the Minneapolis Collocation Agreement, and
       -- the Minneapolis IRU Agreement;

   (f) Effect of Rejection.  The parties agree that the effect
       of rejection of the Rejection Agreements will be:

       -- 360 USA will be relieved of any past or future
          obligations to Enron Broadband to make payments under
          any of the Rejected Agreements or to otherwise perform
          any past or future obligations under any of the
          Rejected Agreements;

       -- Enron Broadband will be relieved of any past or
          future obligations to provide collocation and related
          services to 360 USA under any of the Rejected
          Agreements and Enron Broadband will otherwise be
          relieved of any past or future obligations to 360 USA
          under any of the Rejected Agreements; and

       -- The Parties will waive and release any and all damages
          to which either of them may be entitled under the
          Bankruptcy Code or otherwise due to rejection of the
          Rejected Agreements;

   (g) Purchase and Sale of Assets.  Upon closing, Enron
       Broadband will sell to 360 USA all right, title and
       interest, free and clear of all liens and encumbrances,
       in and to the Shelters and to all fixtures and personal
       property located on or within the Shelter and Shelter
       Sites, the property described by the Pleasant Prairie
       Deed, along with all of Enron Broadband's right, title
       and interest, in and to the conduit and fiber running
       from the Shelters to the long-haul fiber that is the
       subject of the Minneapolis IRU Agreement;

   (h) Sale of Minneapolis IRU Agreement.  If anyone asserts
       that the Minneapolis IRU Agreement is not an executory
       contract that can be rejected by Enron Broadband, all
       right, title and interest of Enron Broadband in the
       Agreement and in the fiber and associated conduit and
       other property will also be sold to 360 USA in
       accordance with Section 363 of the Bankruptcy Coe.
       Therefore, effective upon closing, Enron Broadband will
       sell to 360 USA all right, title and interest, free and
       clear of all liens and encumbrances in and to the
       Minneapolis IRU Agreement and the fiber and associated
       conduit and other property relating thereto;

   (i) Conveyance Document.  In addition to the Assignment,
       Enron Broadband will deliver to 360 USA, upon closing, a
       warranty deed for the real property described in the
       Pleasant Prairie Deed, a quitclaim deed in for any
       ownership interest acquired by Enron Broadband described
       in the Lansing Agreement and a bill of sale for all of
       the Shelters and Equipment;

   (j) Mutual Release.  Effective upon closing, the Parties will
       release each other from claims relating to or arising out
       of any contract which is the subject of the Purchase
       Agreement; and

   (k) The Houston IRU Agreement.  Any claim arising out of the
       Houston IRU Agreement will not be released and each of
       the parties will reserve the right to assume or reject
       the Houston IRU Agreement pursuant to applicable
       bankruptcy law.

Mr. Lipkin insists that the motion should be granted pursuant to
Rules 6004 and 9019 of the Federal Rules of Bankruptcy
Procedures and Sections 363 and 365(a) of the Bankruptcy Code
because:

   -- the Purchase Agreement provides that the Parties will
      release each other from any and all claims as arising out
      of or relating to any contract which is subject of the
      Purchase Agreement;

   -- the Purchase Agreement would provide the Debtors with
      valuable assets related to the Minneapolis to Detroit
      route, which assets could be operated or sold; and

   -- the transaction is a product of the Debtors' sound
      business judgment. (360 Bankruptcy News, Issue No. 33;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACOUSTISEAL: U.S. Trustee Appoints Creditors' Committee Members
---------------------------------------------------------------
Joel Pelofsky, the United States Trustee, appoints a five-member
Official Committee of Unsecured Creditors in the chapter 11 case
involving Acoustiseal, Inc.  The creditors who will serve on the
Official Committee are:

      1. All Foils, Inc.
         Attn: Robert Gesing
         4597 Van Epps Road
         Brooklyn Heights, OH 44131
         Tel: (216) 661-0211
         Fax: (216) 398-4161

      2. Archway Sales, Inc.
         Attn: Terrance Derr
         4155 Manchester Avenue
         St. Louis, MO 63110-3823
         Tel: (314) 533-4662
         Fax: (314) 533-3386

      3. BP Amoco Chemical Co.
         Attn: Jeffrey C. Barno
         150 Warrenville Road
         Naperville, IL 60563
         Tel: (630) 961-7675
         Fax: (630) 961-7945

      4. Central Missouri Plastics LLC
         Attn: Michael Keith Williams
         P. O. Box 966
         Concordia, MO 64020
         Tel: (660) 463-7388
         Fax: (660) 463-1007

      5. Chemcentral Corporation
         Attn: Robert L. Jones
         910 North Prospect Avenue
         Kansas City, MO 64120-1658
         Tel: (816) 241-3223
         Fax: (816) 241-6132

Acoustiseal, Inc., filed for chapter 11 protection on September
4, 2002 in the U.S. Bankruptcy Court for the Western District of
Missouri (Kansas City).  Cynthia Dillard Parres, Esq., and Mark
G. Stingley, Esq., at Bryan, Cave LLP represent the Debtor in
its restructuring efforts.  When the Company filed for
protection from its creditors, it listed an estimated assets of
$10-$50 million and estimated debts of over $50 million.


ADELPHIA BUSINESS: Sprint Presses for Postpetition Claim Payment
----------------------------------------------------------------
Gary I. Selinger, Esq., at Salomon Green & Ostrow P.C., in New
York, tells the Court that as of July 12, 2002, the Adelphia
Business Solutions Debtors owed Sprint Communications Company
L.P. $1,098,000 for local telephone service, and $2,564,000 for
long distance telephone service, for a total of $3,662,000.  On
that date, Sprint's bankruptcy counsel, Mark S. Carder, Esq.,
sent a letter by facsimile to John B. Glicksman, the ABIZ
Debtors' vice president, and Judy G.Z. Liu, Esq., ABIZ's chief
bankruptcy counsel, outlining ABIZ's defaults in payment.

Since July 12, 2002, the ABIZ Debtors have continued to use
Sprint's local and long distance telephone services.  The unpaid
sum of more than $3,662,000 remains completely unpaid.  Despite
repeated discussions and negotiations between the parties, the
ABIZ Debtors have simply failed to pay Sprint for postpetition
telephone services.

Mr. Selinger relates that the ABIZ Debtors' failure to pay
violates this Court's memorandum decision on "adequate assurance
of payment" to various utilities.  The Court held that while the
ABIZ Debtors would not have to post security deposits, the
implementation of certain safeguards would protect the interests
of the utilities, including Sprint.

The Old ABIZ Debtors were supposed to timely pay undisputed
invoices of utilities.

Accordingly, Sprint asks the Court to direct the ABIZ Debtors to
immediately pay to Sprint, by wire transfer, all sums presently
due and owing on account of Sprint's postpetition services.
(Adelphia Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: Equity Committee Wants to Conduct Rule 2004 Exam
----------------------------------------------------------------
In order to fully perform its duties on behalf of the equity
security holders and to determine whether any objection to the
claims asserted by the Banks is appropriate, or whether the
Equity Committee should seek authority to bring affirmative
claims against the Banks, the Equity Committee believes that it
is necessary to obtain extensive discovery from the Adelphia
Communications Debtors, their former independent auditors,
Deloitte & Touche LLP, the Banks, and others.  It is essential
that the discovery commence without delay.

Accordingly, the Equity Committee seeks the Court's authority
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure to serve requests and issue subpoenas for the
production of documents and oral testimony on:

-- the ACOM Debtors;

-- Deloitte & Touche and its affiliates involved in performing
    auditing and other services for the Debtors; and

-- the Banks.

Discovery from the ACOM Debtors at this time is essential to
develop facts relating to the alleged fraud and the nature and
extent, if any, of the Banks' involvement or culpability.  The
proposed discovery is aimed at determining, inter alia:

-- the sources and uses of funds received from the Banks under
    the Co-Borrowing Loans;

-- the operation of the ACOM Debtors' Cash Management Systems;
    and

-- the Banks' knowledge of, involvement in, or acquiescence to
    the alleged fraud, if any; and the transactions and transfers
    between and among the Debtors and the Rigas Entities.

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern
LLP, in New York, tells the Court that the Equity Committee also
seeks discovery from Deloitte, which conducted audits of the
Debtors' financial statements during the relevant periods.  In
this role, Deloitte either failed to discover or failed to
prevent the under-reporting of the Debtors' liabilities.
Discovery from Deloitte is necessary to determine its role, if
any, in the fraud, the sources and uses of funds under the Co-
Borrowing Loans, and information concerning the preparation of
the Debtors' financial statements and public filings.

Mr. Morgenstern asserts that obtaining discovery from the Banks
is also critical to the Equity Committee's investigation.  The
Equity Committee believes that serious questions exist
concerning the nature and extent of the claims asserted by the
Banks in these cases, whether affirmative claims may exist
against the Banks relating to the Debtors' failure to receive
adequate consideration for guaranteeing billions of dollars of
loans for which they received no apparent benefit, and to
determine whether the Banks facilitated, participated in, or
aided the Debtors' fraud.  In connection with the investigation,
the Equity Committee is requesting the production of documents
from each of the Banks concerning the Co-Borrowing Loans, the
nature and extent of their relationships with the Debtors, and
their knowledge of the Debtors' business operations, inter-
company transactions, transactions or transfers between or among
the Debtors and the Rigas Entities and the Debtors' accounting
and borrowing practices.

Mr. Morgenstern contends that the Equity Committee is expressly
authorized pursuant to Section 1103(c) of the Bankruptcy Code
to, among other things, "investigate the acts, conduct, assets,
liabilities and financial condition of the debtor."

The Equity Committee anticipates that it will obtain
considerable informal discovery and information from the Debtors
and their professionals on a cooperative basis.  Authorization
to take formal discovery at this time is particularly important
in light of the Court-ordered deadline of January 7, 2003,
relating to potential challenges to the Banks' claims, which
deadline was fixed at the insistence of certain of the Banks in
connection with the DIP order.  The Equity Committee intends to
coordinate its efforts and investigation with the Debtors and
the Official Committee of Unsecured Creditors to minimize costs
and to avoid duplication of efforts. (Adelphia Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALLIED WASTE: S&P Assigns BB- Rating to New $250MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
rating to Allied Waste North America Inc.'s (AWNA) proposed $250
million in senior notes due 2012, guaranteed by its parent,
Allied Waste Industries Inc., and subsidiaries of AWNA. The
notes are being offered under Rule 144A with registration
rights.

At the same time, Standard & Poor's affirmed its existing
ratings, including the double-'B' corporate credit rating, on
Allied Waste, a Scottsdale, Arizona-based solid waste management
firm. The outlook is stable.

Proceeds of the notes will be used to ratably repay portions of
tranches A, B, and C of the term loans under AWNA's senior
secured credit facility. The notes will be issued on the same
basis as AWNA's existing senior notes and are rated one notch
below Allied Waste's corporate credit rating, reflecting their
junior position compared with the better secured bank credit
facilities. About $9.25 billion of debt is outstanding.

"The ratings on Allied Waste reflect a strong competitive
business position, offset by a relatively weak financial
profile," said Standard & Poor's credit analyst Roman Szuper.
The firm is the second-largest solid waste management firm in
the U.S., with annual revenues of $5.5 billion. The company
provides collection, transfer, disposal, and recycling services
to about 10 million residential, commercial, and industrial
customers in 39 states. A national network of facilities creates
opportunities for modest growth through internal development,
supplemented by tuck-in acquisitions, focusing on the vertical
integration business model.

Although the U.S. solid waste industry is mature and
competitive, its overall risk characteristics are favorable,
supported by the essential nature of services, relatively strong
and reliable cash flows, and considerable resilience to economic
swings, particularly in the more predictable residential and
light commercial segments. Allied Waste's market position is
enhanced by a low cost structure, very good collection route
density, and a relatively high rate of waste internalization.
Still, the economic slowdown has had a moderately adverse affect
on the firm's volumes, especially in the industrial and roll-off
segments (about 20% of revenues), and pricing flexibility in
core services, the latter stemming partly from greater
competition for the remaining waste. In fact, pricing declined
1.5% in the first six months of 2002, which prevented the
company from recovering increase in costs caused by normal
inflation and an expanded organization structure.

Consequently, Allied Waste's historically very impressive profit
margins in the mid-30% area declined to the low 30% area in
2002. As a result, the anticipated improvement in currently
subpar credit protection measures has been delayed. In the
intermediate term, debt to EBITDA should be about 4.5 times,
EBITDA and EBIT interest coverages approximately 2.5x and 1.75x,
respectively, and debt to capital about 80%. Gradual
strengthening in the credit profile is expected over time, aided
by additional debt reduction, primarily from internally
generated funds.

Leading market positions, efficient operations, fairly steady
cash generation, and management's commitment to improve the
balance sheet through deleveraging should strengthen the
financial profile to a level consistent with the ratings.


ALLIED WASTE: Fitch Rates Proposed $250 Mil. Senior Notes at BB-
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB-' to Allied Waste North
America's (NYSE: AW) proposed $250 million senior secured note
due 2012 under Rule 144A. The proposed notes will rank pari
passu with the existing senior notes and the notes, debentures
and medium term notes assumed from Browning-Ferris Industries
following Allied Waste Industries' July 1999 acquisition of BFI.
The proceeds will be used to refinance a portion of the
company's bank debt. The Rating Outlook is Negative.

Allied Waste North America --$1.3 billion Senior Secured Credit
Facility 'BB'; --$2.9 billion Tranche A,B,C Loan Facilities
'BB'; --$3.1 billion Senior Secured Notes 'BB-'; --$2.0 billion
Senior Subordinated Notes 'B'.

Browning Ferris Industries (BFI) --$847 million Senior Secured
Notes, Debentures and MTNS 'BB-'.

The ratings for Allied Waste Industries, Inc. (AW) are based on
a very high leverage position that leaves the company with
reduced flexibility during an economic downturn offset by a
geographically diverse asset base, strong market positions, and
solid EBITDA margins. Also incorporated into the ratings are the
relatively low risk profile of the waste industry.

The weak economy has had a negative affect on Allied Waste's
ability to increase prices in certain business segments,
pressuring margins and free cash flow generation. Competitive
pricing in the industrial and construction roll off segments has
led to negative year over year pricing for the last couple of
quarters and there are no indications of near term improvement.
AW has been unable to achieve price increases sufficient to
offset higher costs, especially insurance and health related
expenses. As a result, EBITDA expectations have moderated and
free cash flow with which to reduce debt will be lower than
Fitch had expected. Although the pace of debt reduction has
slowed, the company should remain cash flow positive even under
slightly further reduced economic conditions.

Credit statistics at year-end should show slight deterioration
from levels at Dec. 31, 2001, which were weak for the rating
category. Positively, AW's liquidity remained solid at June 30,
2002 with $700 million in availability under the company's
revolver and approximately $27 in debt maturing in 2002 and $314
million in 2003.


AMERICAN AIRLINES: Spending $21.7M to Upgrade St. Louis Terminal
----------------------------------------------------------------
American Airlines and Lambert-St. Louis International Airport
are spending $21.7 million to make the airport experience more
convenient with improvements to the American Airlines and
AmericanConnection terminals and expansion of the B and C-D
security checkpoints.

"American Airlines is investing $14.6 million in our newest hub,
St. Louis," said Mike Gunn, executive vice president - Marketing
and Planning for American Airlines.  "This investment shows a
long-term commitment to the community, our customers, and our
St. Louis employees, and it underscores our commitment to the
St. Louis hub."

"Concourses B, C, and D have not been updated since the early
1980s," added Robert Cordes, vice president of the American
Airlines St. Louis hub. "Our customers have told us they are
looking for more choices in restaurants and a more convenient
and comfortable airport experience.  Part of American Airlines'
commitment to the St. Louis hub includes bringing the latest
airport amenities to St. Louis.  Our customers are already
enjoying some of our most recent upgrades, such as the Self-
Service Check-In machines we've installed at the ticket counter
and at Service Center 2 on the C concourse."

"American's decision to invest $14.6 million in St. Louis
reflects its commitment to our community," said St. Louis Mayor
Francis Slay.  "These changes -- everything from new restaurants
to the new information monitors -- will help make this a better,
more attractive, more convenient airport."

American Airlines is the world's largest carrier.  American, in
concert with American Eagle and the AmericanConnection regional
carriers, makes up the American Airlines network.  Together,
they serve more than 250 cities in 41 countries and territories
with approximately 4,400 daily flights.  The combined network
fleet numbers more than 1,100 aircraft.  Only American provides
More Room Throughout Coach for More Coach Passengers.  American
Airlines is a founding member of the oneworld alliance.

                            *   *   *

As reported in Troubled Company Reporter's August 20, 2002
edition, American Airlines' net loss for the six months ended
June 30, 2002 topped $1 billion as compared to a net loss of
$489 million for the same period in 2001.  American's operating
loss for the six months ended June 30, 2002 was $1,353 million,
compared to an operating loss of $713 million for the same
period in 2001.  American's 2002 results continue to be
adversely impacted by the September 11, 2001 terrorist
attacks and the resulting effect on the economy and the air
transportation industry.  On April 9, 2001, Trans World Airlines
LLC (TWA LLC, a wholly owned subsidiary of AMR Corporation)
purchased substantially  all of the assets and assumed certain
liabilities of Trans World Airlines, Inc.  Accordingly, the
operating results of TWA LLC are included in the Americans'
consolidated financial statements for the six month period ended
June 30, 2002 whereas for 2001 the results of TWA LLC were
included only for the period April 10, 2001 through June 30,
2001.   All references to American Airlines, Inc. include the
operations of TWA LLC since April 10, 2001 (collectively,
American).  In addition, American's 2001 results include: (i) a
$586 million charge ($368 million  after-tax) related to the
writedown of the carrying value of its Fokker 100 aircraft  and
related rotables in accordance with SFAS 121, "Accounting  for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", and (ii) a $45 million gain ($29 million after-
tax) from the settlement of a legal matter related to the
Company's 1999 labor disruption.

In June 2002, Standard & Poor's downgraded the credit ratings of
American, and the credit ratings of a number of other major
airlines. The long-term credit ratings of American were removed
from Standand & Poor's Credit Watch with negative implications
and were given a negative outlook.   Any additional reductions
in American's credit ratings could result in increased borrowing
costs to the Company and might limit the availability of future
financing needs.


ANC RENTAL: Wins Nod to Sell St. Louis Facilities for $1.8 Mill.
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained Court
approval to sell its rental facilities at 9305 Natural Bridge
Road in St. Louis, Missouri to Enterprise Leasing Company of St.
Louis.  National Car Rental System owns the facilities.

Also, the Court approves the sale free and clear of all liens,
claims, encumbrances and interests and exempted from any stamp,
transfer, recording or similar tax.

The Debtors will receive $1,800,000 from Enterprise for the
property.

The Court rules that $680,000 from the proceeds of the sale will
be applied against the Debtors' obligations to Congress
Financial Corporation under the Borrowing Base Facility. (ANC
Rental Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APPLIED EXTRUSION: Weak Finances Spur S&P to Ratchet Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Applied Extrusion Technologies Inc., to single-'B'
from single-'B'-plus because industry overcapacity and
competitive factors have caused significantly weaker-than-
expected financial performance through 2002 and the likelihood
that credit measures will remain subpar in the near term.

In addition, the rating remains on CreditWatch with developing
implications where it was placed on July 8, 2002, following the
announcement that the firm has hired a financial advisor to
evaluate options to maximize shareholder value, including recent
expressions of interest made by third parties to acquire the
company. Peabody, Massachusetts-based Applied Extrusion is the
leading oriented polypropylene (OPP) films producer in North
America, with total debt outstanding of $278 million as at June
30, 2002. Developing means the ratings could be raised, lowered,
or affirmed.

Given the company's limited scale of operations and heavy debt
burden, the factors mentioned above have led to deterioration in
the company's financial profile to subpar levels. Applied
Extrusion has been unable to meet its working capital and
capital expenditure needs through internal cash generation for
several years, and is unlikely to generate meaningful free cash
from operations until 2004. In the intermediate term, gradually
improving demand growth and industry fundamentals should boost
the company's profitability and cash flow generation.

"The company is expected to successfully renegotiate its bank
facility shortly. However, in the absence of improved operating
performance, lower availability and limited headroom under
financial covenants could limit financial flexibility," said
Standard & Poor's credit analyst Liley Mehta.

The ratings reflect a below-average business risk profile, very
aggressive debt leverage, and limited financial flexibility. The
company enjoys a leading share of the OPP market and benefits
from a low-cost position.

Standard & Poor's will monitor developments on the potential
sale of the company and will evaluate the effect on credit
quality upon the announcement of any transaction.


B/E AEROSPACE: Posts $6.2-Million Net Loss in Second Quarter
------------------------------------------------------------
B/E Aerospace, Inc., (Nasdaq:BEAV) announced financial results
for its second fiscal quarter ending August 24, 2002. Management
also commented on the earnings outlook for this year and next
year.

                           Highlights

      - Earned $0.13 per share excluding transition costs; net
        loss of $0.18 including such costs

      - Backlog increased slightly to about $505 million

      - Significant increase in profitability expected in second
        half of this year, driven by facility and workforce
        consolidations

      - Industry downturn recently accelerated, expected to
        adversely impact future results

"B/E Aerospace remains on course to earn a solid profit for this
fiscal year," said Mr. Robert J. Khoury, President and Chief
Executive Officer of B/E Aerospace. "Our facility and workforce
consolidation initiatives are nearing completion, although the
one-time costs of implementing those initiatives will be greater
than originally anticipated. We expect a significant improvement
in profitability in the second half of this year, driven by our
consolidation initiatives.

"The airlines' financial distress has recently turned
substantially worse, with the most recent capacity reductions by
American and Continental, US Airways' recent bankruptcy filing
and other domestic carriers struggling with lower yields and
record losses," he said. "We expect these worsening industry
trends to adversely impact our financial results." B/E's current
fiscal year ends in February 2003.

                     Second Quarter Results

For the three-month period ended August 24, 2002, B/E reported a
net loss of $6.2 million, including $11.3 million of transition
costs related to the company's facility consolidation program.
Excluding transition costs, the company reported net earnings of
$4.6 million in line with expectations. For the second quarter
of the prior year, B/E reported net earnings of $8.9 million.

Transition costs are the expenses of operating facilities
scheduled for closure and integrating transferred operations
into the remaining facilities. Under generally accepted
accounting principles, such costs must be treated as normal
expenses until plant shutdown has been completed.

"Substantially lower sales and greater interest expense, partly
offset by higher profit margins, were the principal factors
driving B/E's second quarter earnings," said Mr. Khoury,
comparing "as adjusted" earnings of $0.13 per share for the
quarter just ended to $0.27 per share as reported for the same
period a year ago. "The results we report today reflect the
continuing difficulties being experienced by our customers, the
world's airlines. U.S. carriers lost $2.7 billion in the first
half of this year, after losing $6.2 billion last year. To
stimulate demand, airlines have reduced ticket prices to levels
not seen since 1988. With such low yields, the U.S. airline
industry is headed for record losses for the full year 2002. In
response, airlines continue to severely limit spending. Our
sales reflect the diminished demand."

Reported sales were $154.8 million, down 14 percent for the
second quarter compared to the same period last year. To enhance
comparability, the company is furnishing the following
additional figures, which compare results "as adjusted" by
excluding transition costs for the quarter just ended, and "pro
forma" figures for the second quarter a year ago. All pro forma
figures in this news release treat companies acquired last year
as though acquired at the beginning of last year, improving
comparability with the period just ended. Comparing the as
adjusted and pro forma amounts:

      - Sales were down $53.2 million, or 26 percent, resulting
in a $20.1 million reduction in gross profit;

      - operating earnings were $7.9 million lower despite cost
reduction efforts and lower amortization, which together
generated a $12.2 million decrease in total operating expenses;
and

      - operating earnings were $21.8 million for the quarter
just ended.

             Consolidation Program Nearing Completion

Responding to lower demand, in October 2001 B/E announced plans
to eliminate five of 16 principal production facilities and
reduce workforce by about 1,000 people, or 22 percent.

"We have already exceeded our original workforce reduction goal,
having eliminated slightly more than 1,000 positions," said Mr.
Khoury. "We expect to eliminate about 200 additional positions
by the time this consolidation is completed. We have closed four
facilities, including two in Florida, one in California and one
in Connecticut. A fifth factory, in Wales, is targeted for
closure early in calendar 2003.

"This downsizing has been painful," Mr. Khoury stated. "Industry
conditions necessitated closing plants which had already
achieved significant productivity improvements. We deeply regret
the adverse impact on employees and their families.
Unfortunately, these actions were necessary to return the
company to a healthy level of profitability, fulfilling our
obligation to our remaining workforce and our shareholders."

B/E's gross and operating profit margins, excluding transition
costs, expanded by 50 basis points and 90 basis points
respectively for the second quarter compared to last year's
reported results despite significantly lower sales. Total
operating expenses decreased by $12.2 million for the second
quarter compared to pro forma figures for the same period last
year; $5.3 million of this reduction was lower amortization due
to an accounting rule change (Statement of Financial Accounting
Standard No. 142).

        Transition Costs Were Greater Than Original Budget

The completion of the facility consolidation and personnel
reduction plan is taking longer and costing more than originally
planned. Transition costs associated with the facility and
workforce consolidations were $11.3 million for the quarter.
Management now expects total transition costs to be about $22
million for the full year, of which $17.6 million have already
been incurred.

"At $22 million, the estimated one-time transition costs are
greater than we expected. However, even when combined with the
$16 million cash restructuring charge recorded last year, they
compare favorably with the ongoing $30 million annualized cost
reduction we expect to deliver," said Mr. Khoury. "Our
consolidation effort will provide long-term benefits that far
outweigh the one-time implementation costs. We remain very
confident in our ability to deliver the cost structure
improvements called for in our plan."

Contributing to the transition costs were decisions to extend
the closing date for the facility in Wales and temporarily
retain selected staff from other plants to complete the
integration of newly combined operations. In addition,
management has expanded its cost reduction plan and expects to
eliminate approximately 200 additional positions, including a
number of administrative and management personnel.

                          Six-Month Results

For the six months ended August 24, 2002, B/E reported a net
loss of $7.7 million, including $17.6 million of transition
costs. Excluding transition costs, the company reported net
earnings of $8.9 million in line with expectations.

For the first six months of last year, B/E reported net earnings
of $7.4 million. Excluding an extraordinary item for early
extinguishment of debt, net earnings for the first six months of
last year were $16.7 million.

Lower sales and increased interest expense, partly offset by
higher profit margins, were the key factors affecting six-month
results before transition costs. To enhance comparability, the
company is furnishing the following figures, which compare
results "as adjusted" by excluding transition costs for the six-
month period just ended, and "pro forma" figures for the same
period a year ago which include acquisitions in last year's
results as if they were made at the beginning of the year.
Comparing the as adjusted and pro forma amounts:

      - revenues were down $107.7 million or 25.8 percent
compared to the six-month period last year, resulting in a $39.3
million reduction in gross profit;

      - operating earnings were $16.2 million lower, despite cost
reduction efforts and lower amortization, which generated a
$23.1 million combined reduction in operating costs; and

      - operating earnings were $43.5 million for the six-month
period just ended.

                   Results By Segment; Backlog

Second quarter sales in B/E's largest segment, commercial
aircraft products, increased slightly compared to the
immediately preceding quarter, but decreased by about 28 percent
compared to the same quarter a year ago.

Each segment produced a solid operating profit excluding
transition costs. Operating margins were about 12 percent for
commercial aircraft products, 22 percent for business jet
products and 15 percent for fastener distribution, all before
transition expenses.

Notable recent accomplishments include:

      - Qantas selected B/E premium and coach class seats for a
retrofit program covering about thirty domestic aircraft. B/E
will also provide seats for a number of new Qantas aircraft. The
awards follow the Australian airline's previously announced
program to upgrade international business class on existing
aircraft with B/E's electric lie-flat seats.

      - Air China selected B/E's first class and coach class
seats for a number of new Airbus aircraft. The program continues
the success of B/E's new Spectrum coach class seat, which has
already been selected by leasing companies International Lease
Finance Corporation, Bouillion, and debis AirFinance.

      - Bombardier selected B/E as the exclusive supplier of
passenger seats for its new Lear 40 and Lear 45 business jets.
The new aircraft will also use B/E oxygen system components. The
program is projected to generate revenues of about $20 million
to B/E over a number of years.

      - B/E was selected by three Japanese airlines to provide
engineering services, certification services and equipment for
the retrofit of over 150 Boeing and Airbus aircraft. The
retrofit program is projected to provide revenues to B/E over
several years. Future new aircraft purchases should provide
additional revenues.

      - Lufthansa Technik designated B/E as a preferred supplier
of business jet seats for both new and aftermarket cabin
interior completions.

      - B/E was designated the exclusive supplier of passenger
and crew oxygen systems for the new Eclipse 500 business jet.
Production of the new aircraft is scheduled to begin in 2005.

"We are pleased with these program awards, which increased our
backlog slightly during the second quarter. While demand remains
constrained, orders were up by more than 45 percent for the
quarter just ended compared to the fourth quarter last year, and
were about equal to orders for the first quarter of this year,"
said Mr. Khoury. Backlog was about $505 million as of the end of
August 2002, up from about $500 million at the end of May 2002
and up about $25 million since February 2002. Nearly 40 percent
of B/E's current backlog is associated with non-U.S. customers,
with the remainder attributable to domestic customers.

       Current Year Outlook: Industry Downturn Still Unfolding

"The latest round of fleet downsizings and US Airways'
bankruptcy protection filing underscore the financial stress
many of our customers are feeling," Mr. Khoury said. "This
industry downturn is still unfolding. Recently, we have begun to
see trends in order flow for spare parts which are expected to
adversely affect results for the second half of this year. We
now expect earnings per share to be $0.70 - $0.75 for the
current fiscal year, as compared to our prior estimate of
$0.85." The aforementioned earnings expectations exclude
transition costs.

Sales for the full year are now projected to be approximately
$10 million lower than previous expectations. Total expected
sales for the full year are now approximately $640 million.

"Expected earnings of $0.45 to $0.50 per share in the second
half of this year, while lower than our prior expectation, will
provide strong growth both sequentially and compared to the same
period last year," Mr. Khoury said.

                        Outlook: Next Year

"We continue to expect margin expansion to benefit next year's
results," Mr. Khoury said. "We will benefit from a full year's
worth of savings from our facility and workforce consolidations,
compared to only six months' worth this year.

"Looking further ahead, B/E should be a leading indicator of the
commercial aerospace sector's recovery," said Mr. Khoury. "We
expect airline upgrade and refurbishment activity to rebound
well before the upturn in new aircraft orders. With our
aftermarket focus, we are well positioned to benefit from the
aftermarket resurgence. Cabin interior upgrades and
refurbishments generate almost two-thirds of our revenue."

Several other factors will aid B/E on the road ahead, including:

      - Seasoned leadership: The management team has successfully
implemented two other major facility and personnel consolidation
programs.

      - Strong liquidity: The company had $148 million of cash on
hand as of the end of August. As expected, B/E had positive cash
flow for the second quarter.

      - Financial flexibility: B/E's bank credit facility
requires no principal payments until maturity in 2006. The
company's publicly traded debt requires no principal payments
until 2008 through 2011.

"We expect greatly enhanced earnings power when demand returns
to more normal levels," said Mr. Khoury. "Our facility and
workforce reductions are substantially improving our cost
structure, facilitating significantly better profit margins as
sales increase. After closing five principal locations, we
expect that our remaining, streamlined asset base will have the
capacity to generate annual revenues of approximately $1 billion
without significant additional capital investment. This will be
possible largely because of efforts begun several years ago: our
lean manufacturing initiatives, continuous improvement programs
and standardized information systems."

B/E Aerospace, Inc., is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aircraft component parts. With a global
organization selling directly to the world's airlines, B/E
designs, develops and manufactures a broad product line for both
commercial aircraft and business jets and provides cabin
interior design, reconfiguration and conversion services.
Products for the existing aircraft fleet -- the aftermarket --
provide almost two-thirds of sales. For more information, visit
B/E's Web site at http://www.beaerospace.com

                           *   *   *

As previously reported, Standard & Poor's assigned a BB+
rating to B/E Aerospace's $150 million credit facility.
However, the international rating agency revised its ratings
outlook to negative following the September 11 terrorist
attacks.


BANYAN STRATEGIC: Extends Northlake Sale Closing Date One Week
--------------------------------------------------------------
anyan Strategic Realty Trust (OTC Bulletin Board: BSRTS) has
entered into an amendment with the proposed purchaser of
Banyan's ground lease interest in the Northlake Tower Festival
Mall (suburban Atlanta, Georgia) extending the closing date from
September 17, 2002 to September 24, 2002. The extension was
necessitated by, among other things, the fact that the purchaser
had not yet obtained all of the approvals of the required rating
agencies necessary for closing. In addition, formal consent to
the transaction has not yet been received from the owner of the
land upon which the shopping center is situated. Rating agency
approval is required for the Purchaser's assumption of the first
mortgage debt that encumbers the property, and the land owner's
consent is required by the applicable ground lease.

Banyan indicated that both it and the purchaser intend to work
together to accomplish the remaining steps to complete the
closing within the next few days, but that a one week extension
was agreed upon in order to allow ample time. If the rating
agency approvals are not received, or other conditions precedent
to closing are not satisfied, the purchaser may terminate the
contract without penalty.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one real estate property
located in Atlanta, Georgia, representing approximately 9% of
its original portfolio. This property is subject to a contract
of sale, currently scheduled to close on September 24, 2002.
Since adopting the Plan of Termination and Liquidation, Banyan
has made liquidating distributions totaling $5.45 per share. As
of this date, the Trust has 15,496,806 shares of beneficial
interest outstanding.


BIONOVA HOLDING: Fails to Satisfy Nasdaq Listing Requirements
-------------------------------------------------------------
Bionova Holding Corporation (AMEX:BVA) received notice from the
American Stock Exchange that the Exchange had determined the
Company no longer meets the Exchange's requirements for
continued listing of the Company's securities and therefore the
Company's common stock is subject to being delisted by the
Exchange.

The Exchange based its determination on the Company's history of
losses and other factors which, in the opinion of the Exchange,
indicate substantial doubt about the Company's ability to
continue as a going concern. The Company has appealed this
determination and requested a hearing before a committee of the
Exchange. There can be no assurance that the Company's request
for continued listing will be granted.

Bionova Produce Inc., a subsidiary of the Company, has come into
compliance with all of the covenants under its bank debt. As
previously reported, as of July 31, Bionova Produce was out of
compliance because its borrowings had exceeded its borrowing
base. Bionova Produce is now negotiating with the bank to renew
its line of credit and to obtain a new term loan to help finance
the next growing season.

Also, the Company's technology subsidiary, DNA Plant Technology
Corporation, licensed to Seminis Vegetable Seeds Inc., an
affiliate of the Company, certain rights to produce and to
distribute in Europe and Asia vine sweet mini-peppers and
certain other peppers under patents owned by DNAP. DNAP is
continuing its efforts to sell or license its intellectual
property assets.

The Company's Annual Meeting of Stockholders was held on Aug.
27, 2002. Bernardo Jimenez and Eli Shlifer were re-elected to
the Board, to be joined by new directors Alejandro Sanchez,
Alejandro Perez and Adrian Rodriguez. Also, Gabriel Montemayor,
the Company's Chief Financial Officer, has resigned from the
Company. The Company expects to announce its new Chief Financial
Officer in the near future.

Bionova Holding Corporation is a leading fresh produce grower
and distributor. Its premium Master's Touch(R) and FreshWorld
Farms(R) brands are widely distributed in the NAFTA market.
Bionova Holding Corporation is majority owned by Mexico's Savia,
S.A. de C.V. (NYSE:VAI).


BIRCH TELECOM: Judge Farnan Confirms Plan of Reorganization
-----------------------------------------------------------
Judge Joseph Farnan approved Birch Telecom's debt restructuring
plan without modification during a confirmation hearing this
week in the United States District Court for the District of
Delaware.

"This is tremendous news for Birch, our customers, vendors and
employees," said Dave Scott, president and CEO of Birch. "With
this process nearing its end, we can all look forward to a
strong future for Birch."

Banks and bondholders representing 95% of Birch's debt endorsed
the reorganization plan submitted with the company's Chapter 11
filing less than two months ago. The company had been working
since early this year to reach agreement with its lenders on the
specifics of the plan.

Wednesday's action puts Birch on track to join others in the
industry that have emerged quickly from bankruptcy as much
stronger companies.

While continuing to grow at an industry-leading pace, Birch has
been focused over the last year on improving its operational
efficiency and reducing its cost structure. As a result of this
effort, the company has been able to generate a positive
operating cash flow while serving more than 100,000 customers
and adding 5,000 lines each month.

With its strong improvement in operating cash flow, combined
with a reduction in interest obligations as a result of the debt
restructuring, Birch expects to become financially self-
sufficient upon completion of its reorganization plan.

Serving small to mid-size businesses and residential customers,
Birch Telecom offers a range of services on one bill - including
local, long-distance and Internet access in select areas -
across 10 states and more than 40 major metro markets. For more
information about Birch, visit http://www.birch.com


BRAND SERVICES: S&P Ups Corp. Rating to B+ over Acquisition Pact
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on scaffolding services provider Brand Services Inc. to
single -'B'-plus from single-'B' and removed the company from
CreditWatch where it was placed with developing implications on
August 12, 2002. The outlook is stable.

The rating action reflects the announcement that J.P Morgan
Partners, the private equity arm of J.P. Morgan Chase & Co., has
signed a definitive agreement to acquire St. Louis, Missouri-
based Brand Services for about $502.4 million, including the
assumption of about $240 million of Brand's debt.

At the same time, Standard & Poor's assigned its single- 'B'-
plus rating to Brand's proposed senior secured credit facility
(consisting of a $150 million term loan facility, a $50 million
revolving credit facility, and a $20 million letter of credit
facility) and assigned its single-'B'- minus rating to Brand's
proposed $165 senior subordinated notes due 2012. Brand intends
to apply about $240 million of the proceeds from this offering
principally to refinance outstanding debt. The revolving credit
facility will be undrawn at the closing of this transaction.

Although this transaction will result in a material increase in
the company's total debt to EBITDA to 4.6 times compared with a
pre-transaction level of 3.5 times, the upgrade on Brand's
corporate credit rating reflects the company's operational
improvement exemplified by its increasing geographic coverage,
growing long-term contract coverage, and improving safety
record.

There is an expected diminishing capital intensity as a
consequence of overseas procurement of scaffolding, and to a
lesser extent the abstention of special events equipment
expenditures, resulting in a capital expenditure budget roughly
equivalent to about 4% (exclusive of acquisitions) of sales,
compared with 10% of sales historically.

There are also expectations for the application of upcycle cash
flows for debt reduction, which is reinforced by strict
covenants in the company's bank credit facility. Based on the
company's base case, Brand should have at least $20 million per
year of free cash flow that can be applied toward debt
reduction.

The stable outlook reflects Standard & Poor's expectation that
the company will apply the vast majority of free operating cash
flow in the next two years toward debt reduction, thereby
enabling the company to meet stated financial leverage targets.
Failure to comply with the company's stated deleveraging
objectives could result in negative revisions to the outlook
and/or rating.


BUDGET GROUP: Bringing-In Lazard Freres as Investment Banker
------------------------------------------------------------
According to Robert L. Aprati, Budget Group Inc.'s Executive
Vice President, General Counsel and Secretary, the Debtors want
to retain Lazard Freres & Co. LLC in connection with the
formulation, analysis and implementation of various options for
a restructuring, reorganization or other strategic alternatives.

By this application, the Debtors seek the Court's authority to
employ and retain Lazard as their investment banker.

The scope of Lazard's services to the Debtors includes, but are
not limited to:

-- Reviewing and analyzing the Debtors' businesses, operations
    and financial projections,

-- Evaluating the Debtors' potential debt capacity in light of
    the projected cash flows,

-- Assisting in the determination of an appropriate capital
    structure for the Debtors,

-- Assisting in the determination of a range of values for the
    Debtors on a going concern and liquidation basis,

-- Advising the Debtors on tactics and strategies for
    negotiating with its various groups of creditors,

-- Rendering financial advice to the Debtors and participate in
    meetings or negotiations with the creditors in connection
    with any Restructuring Transaction,

-- Advising the Debtors on the timing, nature, and terms of any
    new securities, other consideration or the inducements to be
    offered to its creditors in connection with any Restructuring
    Transaction and provide all investment banking set vices
    reasonably related to the sale and placement of private or
    public debt and equity,

-- Assisting the Debtors in preparing any documentation required
    in connection with the implementation of any Restructuring
    Transaction,

-- Providing financial advice and assistance to the Debtors in
    developing and obtaining confirmation of a Reorganization
    Plan, and as the same may be modified from time to time,

-- Assessing the possibilities of bringing in new lenders and
    investors to replace, repay or settle with any of the
    creditors,

-- Advising the Debtors with respect to the structure of and
    negotiations relating to a Sales Transaction, defined in
    the Engagement letter between Lazard and the Debtors as "the
    sale or disposition of all or any substantial portion of the
    Company's assets, whether pursuant to a Section 363 sale or
    otherwise",

-- Assisting in arranging financing -- including DIP financing
    and exit financing -- for the Debtors,

-- Advising and attending meetings of the Debtors' Board of
    Directors and its committees, and

-- Providing testimony, as necessary, in any proceeding in any
    judicial forum.

Mr. Aprati relates that Lazard and its senior professionals have
an excellent reputation for providing high quality investment
banking services to debtors and creditors in bankruptcy
reorganizations and other debt restructures.  The firm also has
extensive knowledge of the Debtors' financial and business
operations.  Prior to the Petition Date, the Debtors engaged
Lazard to provide advice in connection with the Debtors'
attempts to complete a strategic restructuring, reorganization
and recapitalization and to prepare for the commencement of
these cases.  In providing prepetition services to the Debtors
in connection with these matters, Lazard has acquired
significant relevant experience and expertise regarding the
Debtors that will assist it in providing effective and efficient
services in these cases.

As the Debtors' prepetition investment banker, Lazard provided,
among others, these services:

a. Advised and met with management and the Board of Directors
    with respect to various restructuring alternatives and their
    implementation,

b. Assisted the Debtors in evaluating their businesses and
    operations, and the liquidity and financing required to
    continue operations,

c. Assisted in the preparation of an Information Memorandum,
    Management Presentations and Data Room used to facilitate the
    sourcing of new financing,

d. Assisted in the implementation of a process to solicit
    interest from potential acquirers and/or investors,

e. Negotiated with various potential strategic and financial
    purchasers regarding a purchase of substantially all of the
    assets of the Debtors,

f. Assisted the Debtors in communicating with their creditors
    including the Senior Banks, Senior Notes and Subordinated
    Convertible Notes,

g. Assisted the Debtors in arranging the proposed DIP financing,
    and

h. Assisted the Debtors and Counsel with the strategy and
    preparation for the Chapter 11 filing.

The professionals of Lazard have been employed as investment
bankers in a number of troubled company situations, including
the Chapter 11 cases in the District of Delaware of, among
others, Kaiser Aluminum, Owens Corning, Armstrong Worldwide
Industries, Fruit of the Loom, Vlasic Foods International and
Sun Healthcare Group.

James E. Millstein, a Managing Director of Lazard, relates that
as compensation for its services, Lazard will charge the
Debtors:

A. A $200,000 monthly financial advisory fee, payable until
    the earlier of the completion of a Restructuring Transaction
    or the termination of Lazard's engagement,

B. In the event that the Company consummates a Restructuring
    Transaction, the Company will pay Lazard a $4,800,000
    restructuring transaction fee, payable promptly upon the
    substantial consummation of the Restructuring,

C. In the event that the Company consummates a Sale Transaction,
    the Company will pay Lazard a $4,800,000 sale transaction
    fee, payable upon closing, and

D. In the event that a transaction qualifies as both a
    Restructuring Transaction and a Sale Transaction, Lazard will
    only be entitled to one of these fees.

In addition, Lazard will also be reimbursed for reasonable
out-of-pocket expenses and other fees.

In connection with the preparation of the Debtors' Chapter 11
cases, Mr. Millstein reports that Lazard had received an expense
retainer, of which $3,631 remains unused.  In addition, within
one year prior to the Petition Date, Lazard has received
$1,600,000 on account of services rendered in contemplation of,
or in connection with these bankruptcy cases.

The Debtors have agreed to indemnify Lazard, except to the
extent that any loss, damage, liability or expense was caused by
primarily from an Indemnified Person's gross negligence or bad
faith.

Mr. Millstein assures the Court that Lazard:

   * does not hold or, represent any interest adverse to the
     Debtors' estates in matters upon which it is to be engaged,
     and

   * is a "disinterested person," as defined in the Bankruptcy
     Code.

However, Lazard is currently retained or in the past, has been
retained in matters unrelated to these cases by these parties:

-- Bank of New York is one of the principal lenders on Lazard's
    subordinated credit facility Bank of New York is a creditor
    of the Debtors;

-- JP Morgan Chase is one of the principal lenders on Lazard's
    subordinated credit facility.  JP Morgan Chase is an
    indenture trustee on certain of the Debtors' obligations;

-- Lazard represented Robertson Stephens when it was acquired by
    Bank of America, a creditor of the Debtors.  Lazard also
    represented Bank of America when it sold Robertson Stephens
    in 1998.  Lazard also represented Robertson Stephens when it
    was acquired by Bank of America in 1997.  Bank of America is
    a creditor of the Debtors;

-- Lazard has both a capital market joint venture and a
    derivatives joint venture with Credit Agricole Indosuez, a
    creditor of the Debtors;

-- Lazard has represented GE Capital Corporation, a creditor of
    the Debtors, on a variety of matters.  Lazard has acted as
    investment banker for GE Capital on its purchase of CompuNet
    in 1996, Ameridata Technology in 1996, TIP Europe in 1999, a
    real estate business in the United Kingdom in 2000 and two
    DaimlerChrysler Capital Services Portfolios in 2002.  Lazard
    has also represented GE Capital in its sale of GE Capital
    Consulting in 1999;

-- Vernon Jordan, a Managing Director of Lazard, is on the Board
    of Directors of Callaway Golf, an unsecured trade creditor of
    the Debtors;

-- Control Risk Corporation, one of the Debtor entities, has and
    may continue to act as a service provider to Lazard;

-- In addition, Lazard and its employees have and may continue
    to rent vehicles from the Debtors; and

-- Lazard has in the past worked with, continues to work with,
    and has mutual clients with certain law firms who represent
    parties-in-interest in these cases. (Budget Group Bankruptcy
    News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)

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


CENTRAL EUROPEAN MEDIA: Gets Notice of Payment of $20MM from MEF
----------------------------------------------------------------
Central European Media Enterprises Ltd., (OTC Bulletin Board:
CETVF.OB) has received notice of payment toward the $28.8
million in damages and interest it was awarded by an Amsterdam
arbitration tribunal on February 9, 2001 against CME's former
partner Vladimir Zelezny.

CME has received confirmation from its bank, ING Bank, of a wire
transfer from MEF Holding in Prague, Czech Republic in the
amount of $20.24 million with a value date of September 20,
2002.  A letter received by CME via fax Tuesday from PPF
Consulting A.S. of Prague, a shareholder in MEF Holding,
confirms that this payment is for "sums owed by Dr. Zelezny to
CME Media Enterprises B.V. under the Arbitration Award No.
10435/AER/ACS issued in Amsterdam on February 9, 2001."

On July 25, 2002 an initial payment of $8.7 million toward the
damages was paid to CME.

Substantial outstanding balances are still owed to CME.  In
addition to the damages and interest, CME has a claim for the
substantial legal costs of the enforcement proceedings and
almost $6 million from CNTS for certain programming.

"I am very pleased our 18-month enforcement efforts against
Vladimir Zelezny have made significant progress," said Fred
Klinkhammer, CME's President and Chief Executive Officer.  CET
21 and the Czech state still have substantial obligations to
CME, which will continue to pursue enforcement of its rights
under the exclusive contract between CNTS and CET 21 and to
pursue the Czech Republic for the full value of its lost
investment."

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.


COMMERCIAL CONSOLIDATORS: Agrees to Richter as Interim Receiver
---------------------------------------------------------------
Commercial Consolidators Corp., announces the following:

      i) ZCC has made the final payment to the former
shareholders of Max Systems Group, Inc. The payment of
CDN$750,000 along with interest and costs is the final payment
due for the acquisition.

     ii) ZCC has voluntarily agreed to MFI Export Finance, Inc.'s
appointment of Richter and Partners as interim receiver. ZCC
will work with MFI and Richters in an effort to restructure the
Company.

    iii) Frederick McClean has resigned from the Board of
Directors of the Company and Greg Burnett has resigned as a
Director and Secretary of ZCC. Peter Cook has been appointed to
the Board to fill the vacancy.

     iv) ZCC has not filed its Annual Report with the SEC, which
was due by September 15, 2002.

                          *   *   *

It was previously reported that in light of the recent losses
incurred by ZCC (AMEX:ZCC) (Frankfurt:CJ9), as disclosed in the
Company's financial statements for its first quarter ended May
31, 2002, Commercial Consolidators Corp., is considering various
debt restructuring strategies. The Company's various
alternatives include potentially the sale of certain of our
operating divisions. The Company is also negotiating with
various lenders as to possible debt restructuring, and is also
considering seeking protection under the Companies' Creditors
Arrangement Act -- the equivalent of a Chapter 11 filing under
the U.S. Bankruptcy Code.


DELANEY VINEYARDS: Asks Court to Extend Time to File Schedules
--------------------------------------------------------------
Delaney Vineyards, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas for more time to file various
schedules and statements required under the Bankruptcy Code and
the Bankruptcy Rules.

The Debtor asks for an extension to complete its schedules and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, statement
of financial affairs, and lists of the equity holders until
September 30, 2002.

To prepare the Schedules and Statements, the Debtor relates that
it must gather information from books, records and documents
maintained at its principal place of business.

The Debtor assures the Court that it intends to work diligently
on the preparation of the Schedules and Statements, as well as
its attorneys. However, to ensure that such documents are
complete and accurate when filed, the Debtor is requesting an
extension of the periods provided by Bankruptcy Rule 1007.

Delaney Vineyards, Inc., along with the Delaney Family, LP, owns
and operates Delaney Winery. Delaney Winery produces premium
wines, including cabernet sauvignon, merlot, chardonnay,
sauvignon blanc and sparkling wines.  The Company filed for
chapter 11 protection on August 30, 2002. J. Robert Forshey,
Esq., at Forshey & Prostok represents the Debtor in its
restructuring efforts.


DOBSON COMMS: Will Pay In-Kind Dividend on 12-1/4% Preferreds
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared an in-
kind dividend on its outstanding 12-1/4% Senior Exchangeable
Preferred Stock. The dividend will be payable on October 15,
2002 to holders of record at the close of business on October 1,
2002.

Holders of shares of 12-1/4% Senior Exchangeable Preferred Stock
(CUSIP 256072 30 7) will receive 0.03130 additional shares of
12-1/4% Senior Exchangeable Preferred Stock for each share held
on the record date. The dividend covers the period July 15, 2002
through October 14, 2002. The dividends have an annual rate of
12-1/4% on the $1,000 per share liquidation preference value of
the preferred stock.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. For additional information on the Company and its
operations, please visit its Web site at http://www.dobson.net

                             *   *   *

As previously reported in the August 22, 2002 issue of the
Troubled Company Reporter, Dobson Communications Corporation
(Nasdaq:DCEL) has requested a review of the Nasdaq Staff
Determination that it recently received concerning the Company's
continued listing under Marketplace Rule 4450 as a Standard 2
member on the Nasdaq National Market.

According to Nasdaq rules, a hearing request stays any action on
the Company's securities pending review by a Listing
Qualifications Panel. Consequently, until the appeal is finally
decided, Dobson's Class A shares will continue to trade on the
Nasdaq National Market.


EB2B COMMERCE: Receives $275K from Escrowed Financing Proceeds
--------------------------------------------------------------
On September 11, 2002, eB2B Commerce, Inc., received $275,000
out of proceeds held in escrow in connection with the Company's
prior financing which initially closed in July 2002. Based upon
the subscriptions to the Financing, the Company may issue up to
an aggregate of $1,200,000 principal amount of five-year 7%
senior subordinated secured convertible notes. All subscription
proceeds from the Financing were held in escrow pursuant to the
Escrow Agreement between the Company and the escrow agent. Of
the proceeds, $350,000 were released to the Company upon the
initial closing of the Financing and the additional $275,000
were subsequently released to the Company as indicated above.

The remaining proceeds will be disbursed upon the terms and
subject to the satisfaction of certain conditions by the Company
as provided for in the Escrow Agreement.

The release of the funds from escrow triggered anti-dilution
provisions affecting the conversion price of certain notes
issued in the Company's private placement in January 2002,
Series B Preferred Stock and Series C Preferred Stock, and the
exercise price of, and number of shares issuable under various
outstanding warrants.

                            *    *    *

On August 6, 2002, eB2B Commerce, Inc., dismissed Deloitte &
Touche LLP as independent auditors for the Company. The decision
to dismiss Deloitte and to seek new accountants was approved by
the Company's Board of Directors.

The opinion issued by Deloitte & Touche LLP with the Company's
financial statements for the year ended December 31, 2001
included a reference to substantial doubt that exists regarding
the Company's  ability to continue as a going concern.

Effective August 6, 2002, the Company engaged Miller
Ellin/Company LLP to serve as the Company's independent
auditors.


EMPRESA ELECTRICA: Seeks Authority to Pay Prepetition Creditors
---------------------------------------------------------------
Empresa Electrica del Norte Grande SA seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
pay prepetition trade creditors in accordance with its customary
business practices, except Participation Certificate Claims,
employee claims and tax claims.  The Debtor estimates the sum of
all accrued and unpaid trade claims as of the Petition Date to
be $6,240,000.

The Debtor submits that payment of these prepetition claims of
in the ordinary course of business is necessary to ensure that
the Debtor continue to receive goods and services.  The services
of the Company's prepetition trade creditors are critical to
day-to-day operations and are crucial for a successful
reorganization.  The Debtors point out that most Creditors are
general unsecured trade creditors supplying fuel transportation
services -- clearly essential to the business.

The Debtors further explain that only Participation Certificate
Holders are impaired under the Plan -- and they've voted to
accept the restructuring plan.  The Plan does not impair any
other creditors or equity security holders. Given that the
Participation Certificate Holders have overwhelmingly voted to
accept the Prepackaged Plan, it would serve no useful purpose to
delay the Debtor's payment of claims of all Creditors until
consummation of the Plan.

The Debtors are confident that in any event, all such other
creditors will be paid in full as due and payable in the
ordinary course under the confirmed Plan. The Debtor represents
that it has available cash-on-hand to pay all claims of
Creditors in the ordinary course of business as they may become
due and payable.

Moreover, Chilean law obligates the Debtor to pay its
obligations and failure to make the payments would constitute a
violation of Chilean law and give rise to additional
liabilities.

Empresa Electrica del Norte Grande SA is a partially integrated
electric utility engaged in the generation, transmission and
sale of electric power in northern Chile. The Company filed for
chapter 11 protection on September 17, 2002. Lindsee Paige
Granfield, Esq., Thomas J. Moloney, Esq., at Cleary, Gottlieb,
Steen & Hamilton represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its
creditors, it listed $612,861,000 in total assets and
$385,483,000 in total debts.


ENRON CORP: Intends to Sell LNG-Pipeline Assets to Tractebel
------------------------------------------------------------
Debtors Enron Global LNG, LLC, Calypso Pipeline LLC and Enron
LNG Marketing, ask the Court to approve their Purchase and Sale
Agreement dated August 29, 2002 with Tractebel Calypso Pipeline
Inc., Tractebel Calypso LNG Marketing LLC and Tractebel Bahamas
LNG Limited -- Tractebel.

Enron Global is the coordinator of Enron's global businesses
relating to liquefied natural gas -- LNG -- activities.  Enron
Global is wholly-owned by the non-debtor Atlantic Commercial
Finance, Inc., owned by Enron.

Calypso Pipeline is a wholly-owned subsidiary of Enron Global
engaged in activities relating to the ownership, development and
construction of a proposed LNG pipeline from the boundary of the
United States/Bahamas exclusive economic zone -- EEZ -- into
South Florida.

Enron Marketing is a direct and wholly-owned subsidiary of Enron
Global principally engaged in the buying and selling of LNG.

Enron Bahamas, a direct and wholly-owned subsidiary of Enron
Global, was formed under the laws of the Cayman Islands.  The
Enron Bahamas LNG Terminal Project is a concept designed to
receive LNG at a receiving terminal in Freeport, Grand Bahamas
Island.  The LNG would be stored, revaporized and transmitted to
a subsea pipeline that would carry the natural gas to Port
Everglades, Florida.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, in New York,
relates that on January 25, 2002, Enron Bahamas filed a petition
with the Cayman Islands Bankruptcy Court seeking the appointment
of joint provisional liquidators.  The Joint Provisional
Liquidators oversees and liaises with the existing board of
directors of Enron Bahamas.  The Liquidators also supervise and
communicate with the existing Enron Bahamas management team in
order to effect an orderly winding-up or realization of its
business.

Aside from the Debtors, Mr. Sosland informs Judge Gonzalez that
Enron Global has another non-debtor subsidiary that is a party
to the Project.  Hawksbill Creek LNG, Ltd. was formed for the
purposes of conducting activities relating to the ownership and
operation of the LNG Terminal Project plus an export pipeline to
the EEZ.  The LNG Terminal Project was to receive LNG from
vessels, store the LNG and pressurize and vaporize the LNG into
natural gas, as needed, for transportation to Florida via subsea
pipeline.

Enron Global and the Debtors have determined that selling the
Projects will yield more value to the estates than if they
maintain the Projects.  Accordingly, Enron Global began the sale
process since December 2001 through a series of bids from 37
bidders.  Tractebel's bid was selected as the preferred bid on
May 2, 2002.

The Assets to be sold, contracts to be assumed and assigned,
applications and licenses relating to the Projects are:

A. On October 19, 2001, Hawksbill entered into a license
    agreement, with the Grand Bahamas Port Authority ("GBPA"),
    for a business license.  Any business operating in the area
    controlled by the GBPA must apply for and receive a business
    license from the GBPA.  The Business License was negotiated
    to satisfy that requirement;

B. On November 17, 2000, Enron Bahamas entered into an option
    agreement with Bahamas Cement Company to buy land for the
    site of the LNG Terminal Project.  The Option Agreement
    expires at the end of 2002;

C. Enron Calypso entered into various agreements and
    applications:

    (1) On May 17, 2001, an environmental services agreement
        with Birkitt Environmental Services, Inc.;

    (2) The Federal Energy and Regulatory Commission -- FERC --
        Application for a certificate of public convenience and
        necessity, filed on July 20, 2001, which approval from
        FERC is required before the Pipeline can be constructed
        and operated;

    (3) On August 13, 2001, the environmental services agreement
        with Entrix, Inc.  Entrix was selected by FERC to perform
        the Environmental Impact Assessment in support of Enron
        Calypso's CPCN Application.  Pursuant to the
        Environmental Service Agreement, Entrix will submit
        their work, to be paid for by Calypso, to FERC.

    (4) Application and request for a Presidential Permit, filed
        on September 19, 2001.  An approval from FERC is required
        before the Pipeline can be constructed and operated;

    (5) Application for the underwater portion of the Pipeline in
        United States' waters to MMS -- MMS Right of Way
        Application, filed July 16, 2001;

    (6) On September 28, 2001, Enron Calypso submitted an
        easement application for John U. Lloyd State Park.  The
        Pipeline must cross the John U. Lloyd State Park.  The
        application describes the Pipeline's route and requests a
        right-of-way;

    (7) On August 20, 2001, Enron Calypso submitted a joint
        application for an environmental resource permit and
        license to use submerged land, owned by the state of
        Florida, and federal dredge and fill permit.  A permit
        for authorization to use the land, dredge and fill is
        necessary for the construction of onshore and nearshore
        portions of the Pipeline and subsequent service to the
        Florida, and potentially other, markets;

    (8) On August 30, 2001, Enron Calypso submitted the Broward
        County pipeline easement letters of interest regarding a
        pipeline license agreement between Enron Calypso and
        Broward County.  Much of the Pipeline's onshore route is
        owned by Broward County.  The Broward County Pipeline
        Easement Letters facilitate the resolution of the
        granting of a right-of-way and any associated costs;

D. On May 29, 2001 Enron Calypso and Enron Marketing entered
    into a  precedent agreement.  Pursuant to the Precedent
    Agreement, Calypso will provide for the eventual commencement
    of Services related to the transportation, via the Pipeline,
    of Enron Marketing's LNG;

E. On August 14, 2000, Enron Global entered into a consulting
    services agreement with URS Corporation.  The Consulting
    Services Agreement procured URS to provide environmental and
    permitting support for the various federal, state and
    local permits for the Pipeline's route in U.S. territory.

F. All books, records, files, correspondences and papers related
    to the Assumed Contracts and the Assigned Applications,
    whether in hard copy or computer format;

G. All marketing, financial or technical studies, engineering
    information, technical information, analyses and data
    relating to the Assets, whether in hard copy or in computer
    format;

H. All claims, causes of action, choses in action, rights of
    recovery and rights of set-off and recoupment of any kind,
    whether known or unknown, in favor of the Sellers or any of
    their affiliates and pertaining to, arising out of, or
    relating to the Assets, or offsetting any assumed
    liabilities;

I. Rights of the Sellers under any and all guaranties, sureties,
    letters of credit and other documents, instruments or other
    collateral, if any, guarantying or security the Seller's
    rights under the Assets; and

J. Rights of the Sellers to enforce covenants of nondisclosure
    or confidentiality entered into by any party in connection
    with the Assets or any potential bid to purchase the Assets
    and all rights, titles and interests of Sellers or any Seller
    in and to the names "Calypso", "Calypso Pipeline",
    "Hawksbill", "Hawksbill Creek" and "Hawksbill Creek LNG",
    including any trade names, trademarks, service marks and
    logos in which the names are used or incorporated.

The salient terms and conditions to the Sale are:

A. Purchase Price.  $11,000,000

B. Escrow Arrangements.  Tractebel will deposit by wire
    transfer to JP Morgan Chase Bank, as escrow agent, $1,100,000
    within five days after the Court approval of the sale;

C. Contingent Consideration.  Within five days from the Court
    approval of the Sale, Tractebel will:

     -- notify the Sellers that the Project Development Date has
        occurred; and

     -- pay to the sellers the Contingent Consideration by wire
        transfer in immediately available funds to the account
        specified by the Sellers.  Notwithstanding anything
        contained in the Sale Agreement, to the contrary:

        (1) Tractebel will have the right, in the exercise of
            their sole discretion, to determine whether or not
            they will proceed, or at any time, continue to
            proceed to develop the Projects;

        (2) Tractebel will have no obligation or liability
            whatsoever to pay Contingent Consideration unless and
            until the Project Development Date has occurred; and

        (3) Tractebel will have the right, at its sole
            discretion, to pay to the Sellers $25,000,000 to be
            applied to the Contingent Consideration at any time
            prior to the fifth business day after the Project
            Development Date has occurred, whether before or
            after the date that a notice to proceed is issued
            with respect to the Projects;

D. Interest.  If any of the Deposit, the Closing Date Payment or
    the Contingent Consideration is not paid in full promptly
    when due in accordance with the Sale Agreement, the unpaid
    amounts will accrue interest on a daily basis equal to the
    lesser of:

     -- a floating rate equal to the sum of interest rate per
        annum publicly announced from time to time by JP Morgan
        Chase Manhattan Bank as its prime rate in effect at its
        principal office in New York, plus 200 basis points; and

     -- the maximum interest rate from time to time allowed by
        any law, compounded quarterly until the unpaid amount has
        been paid in full;

E. Adequate Payment Support.  Tractebel will deliver to the
    Sellers certain financial support, in the form of an
    irrevocable standby letter of credit, a guaranty with any
    natural person, general or limited partnership, company,
    corporation, firm, association or other legal entity and a
    guaranty from Tractebel North America, Inc. to guarantee:

     -- the making of the Deposit,

     -- the performance of Tractebel of its obligations, and

     -- Tractebel's all payment obligations;

    Tractebel will cause the Adequate Payment Support to be
    maintained in full force and effect until the earlier to
    occur of:

     -- the Seller's receipt of the Contingent Consideration; or

     -- Tractebel's Board of Directors resolving to permanently
        abandon the development of any and all businesses or
        other operations conducted, proposed to be conducted or
        which could be conducted by, or which otherwise relate
        to, the Assets, and Tractebel having provided to each
        Seller a resolution of each of the of the Board of
        Directors; or

     -- the Business License expires or is terminated and is not
        otherwise renewed or reissued to Tractebel or its
        affiliate thereof; and

     -- the Certificate of Public Convenience and Necessity is
        not issued or, if issued is terminated and is not
        otherwise renewed or reissued to Tractebel or any of its
        affiliates thereof, provided, however, that in the event
        Tractebel sell, lease or otherwise dispose of all or
        significantly all of the Assets in any one or more
        related transactions, Tractebel will require to cause to
        be maintained the Adequate Payment Support until the
        assignee or other beneficiary of the transaction has
        provided Adequate Payment Support;

F. Assumption of Liabilities.  Upon the Closing Date, Tractebel
    agree to assume and to pay, perform and fully discharge and
    fully satisfy when due only those liabilities, duties and
    obligations of the Sellers under or pursuant to the Assumed
    Contracts;

G. Actions by Parties.  Enron Calypso agrees to execute and
    deliver to Tractebel these letters:

    -- a letter to the United States Department of Interior, MMS,
       Gulf of Mexico and Atlantic OCS Region, inform the MMS
       that Enron Calypso is transferring to Tractebel Calypso
       the MMS Right of Way Application;

    -- a letter to the Broward County Department of Planning and
       Environmental Protection that Enron Calypso is
       transferring to Tractebel Calypso the application for the
       Broward County Environmental Resource Permit, accompanied
       by documentation evidencing the assignment and new
       Addendum to the Joint Application;

    -- a letter to the Florida Department of Environmental
       Protection requesting that the identity of the applicant
       be changed and providing evidence of the transfer; and

    -- a letter to the appropriate district office of the U.S.
       Army Corps of Engineers informing of the assignment and
       providing supporting evidence, all in accordance with law
       and in form and substance reasonably satisfactory to
       Tractebel;

H. Sellers' Closing Conditions.  The Sellers may proceed with
    the Closing of the Sale Agreement when:

    -- all of their obligations under the Sale Agreement have
       been performed;

    -- no Action is pending or threatened before any Governmental
       Authority of competent jurisdiction seeking to enjoin or
       restrain the consummation of the Closing;

    -- the U.S. Bankruptcy Court approves the transaction; and

    -- the Cayman Islands Court approves the transaction;

I. Tractebel's Closing Conditions.  Tractebel may proceed with
    the Closing when:

    -- their obligations under the Sale Agreement have been
       performed;

    -- no Action is pending or threatened before any Governmental
       Authority of competent jurisdiction seeking to enjoin or
       restrain the consummation of the Closing;

    -- the U.S. Bankruptcy Court approves the transaction;

    -- the Cayman Islands Court approves the transaction;

    -- no material adverse effect on the physical condition of
       the Site, Freeport Harbor or Port Everglades, Florida that
       results in a decrease in the value of the property of at
       least $3,000,000 or that is reasonable likely to cause
       delay of more than six months in the Project Development
       Dates; and

    -- all transfer requirements are satisfied; and

J. Closing.  The Closing will be at the offices of Andrews &
    Kurth LLP a 600 Travis Street, Houston, Texas.

Pursuant to Section 363 of the Bankruptcy Code, Mr. Sosland
contends, the sale should be granted because:

     (a) it is an exercise of the Debtors' reasonable business
         judgment;

     (b) the Debtors are not aware of any liens on the Assets and
         if there are, the liens will be transferred and attached
         to the net proceeds;

     (c) Tractebel is a good faith purchaser; and

     (d) the sale will bring more cash in the Debtors' estate,
         thereby aiding in their liquidation or rehabilitation
         efforts.

Moreover, Mr. Sosland adds, given the extensive bidding process
conducted, the Court should declare the transaction to be a
private sale.

Under Section 365 of the Bankruptcy Code, Mr. Sosland cites, the
Debtors' assumption and assignment of executory contracts and
unexpired leases is authorized, provided that defaults are cured
and adequate assurance of future performance are provided.  The
Debtors currently owe these amounts to these parties under
various service agreements:

               Birkitt    $173,081
               Entrix      299,798
               URS         362,839

The Debtors assures Judge Gonzalez that on Closing Date, they
will cure any amounts due under the Assumed Contacts prior to
its assignment to Tractebel.  The assignment of the Assumed
Contracts to Tractebel, in and for itself, will provide each
non-debtor contracting party with adequate assurance of future
performance.  Mr. Sosland informs the Court that Tractebel are
affiliates of Tractebel S.A., the sixth largest independent
power producer in the world.  Tractebel S.A. is, in turn,
associated with Suez, a major European conglomerate. (Enron
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1) are trading at
11.5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


FANNIE MAY: Delaware Court to Consider Plan on Sept. 24, 2002
-------------------------------------------------------------
On August 7, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the First Amended Disclosure Statement
prepared by Fannie May Holdings, Inc., and its debtor-affiliate.
The Court found that the document contains adequate information
about the Debtors' Joint Plan of Reorganization and gives them
the right amount of the right kind of information to make
informed decisions when they vote to accept or reject the Plan.
A hearing to consider confirmation of the Debtors' Plan is set
for September 24, 2002 at 2:00 p.m. before the Honorable Ronald
Barliant.

Any parties wishing to attend the Confirmation Hearing by
videoconference in Wilmington, Delaware may contact the Debtors'
lawyers at Young Conaway Stargatt & Taylor, LLP and Winston &
Strawn to make those arrangements.

The Debtors filed for chapter 11 protection on June 12, 2002.
Pauline K. Morgan, Esq., M. Blake Cleary, Esq. at Young,
Conaway, Stargatt & Taylor and Matthew J. Botica, Esq., Daniel
J. McGuire, Esq., at Winston & Strawn represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $200,000,000 in debts.


FEDERAL-MOGUL: Gets Okay to Lease 225 Vehicles from GE Capital
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates obtained the
Court's authority to lease another 225 vehicles, on an annual
basis, from Gelco Corporation, doing business as GE Capital
Fleet Services.  This is in accordance with the terms of the
Postpetition Master Vehicle Lease Agreement and related
agreements as approved by the Court on February 26, 2002.

The new vehicles will be used to accommodate the various U.S.
Debtors' expected transportation needs and replace older units
that are currently in use.

The Master Vehicle Lease Agreement basically provides that:

(a) the Debtors will lease vehicles from GE Capital by placing a
     Non-cancelable vehicle order;

(b) the minimum term for the lease of a vehicle is 367 days,
     after which time the lease term may be renewed monthly;

(c) the Debtors will pay rental charges for the vehicles in
     accordance with a pre-determined rental schedule; and

(d) the Debtors will provide for insurance for the use,
     operation and possession of each vehicle.

In connection with the Master Vehicle Lease Agreements, the
Debtors entered into two related Agreements:

(a) Master Services Agreement, pursuant to which GE Capital will
     deliver certain services relating to the Master Vehicle
     Lease Agreement; and

(b) Accident Management Agreement, pursuant to which GE Capital
     will deliver certain services relating to accidents
     involving vehicles. (Federal-Mogul Bankruptcy News, Issue
     No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


FERRELLGAS PARTNERS: Fitch Assigns BB+ Rating to $170M Sr. Notes
----------------------------------------------------------------
Ferrellgas Partners, L.P.'s $170 million 8.75% senior due June
15, 2012, issued jointly and severally with its special purpose
financing subsidiary Ferrellgas Partners Finance Corp., are
rated 'BB+' by Fitch Ratings. Note proceeds will be used to
retire FGP's outstanding $160 million 9.375% senior secured
notes. The Rating Outlook is Stable. FGP is a leading U.S.
retail propane master limited partnership headquartered in
Liberty, MO.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of
Ferrellgas, L.P., the operating limited partnership (OLP) of
FGP, including the OLP's $534 million 'BBB' rated senior notes.
In addition, Fitch's assessment incorporates the underlying
strength of FGP's retail propane distribution network. Positive
qualitative credit factors include FGP's extensive geographic
reach, track record of customer retention, a proven ability to
maintain consistent gross profit margins even during past run-
ups in spot propane prices and strong internal operating,
pricing, and financial controls. FGP is currently the nation's
second largest retail distributor of propane serving
approximately one million customers in 45 states with normalized
retail sales approaching one billion gallons annually. Fitch
believes that FGP's geographic diversity and high percentage of
residential customers mitigates exposure to regional weather
patterns and/or economic cycles.

Although FGP's recent financial performance was impacted by
significantly warmer than normal weather conditions during the
2001-2002 heating season, credit measures have generally
remained consistent with its rating category. Consolidated
lease-adjusted ratios for earnings before interest, taxes,
depreciation, and amortization (EBITDA) coverage of interest and
total debt to EBITDA for the 12 month period ended April 30,
2002 were 2.5 times and 5.1x, respectively. In addition, cash
distributions to FGP, which can be generally defined as EBITDA
generated by the OLP minus OLP cash interest expense and
maintenance capital expenditures, covered interest expense on
FGP's standalone debt obligations by approximately 7.0x for the
12 month period ended April 30, 2002.

Fitch believes that conditions and/or events that would disrupt
debt service at FGP remain highly unlikely. Specifically, Fitch
estimates that EBITDA at the OLP would have to drop by an
additional 32% under an already severe warm weather stress case
scenario in 2002 before the OLP could potentially be restricted
from distributing cash to FGP. The likelihood of this level of
EBITDA erosion is remote given FGP's strong track record of
customer retention and demonstrated ability to maintain unit
margins even during periods of extreme product price volatility.

Ferrellgas Partners LP's 9.375% bonds due 2006 (FGP06USR1) are
trading slightly above par at about 102.762. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FGP06USR1for
real-time bond pricing.


GENERAL MAGIC: Will Cease Operations and Commence Liquidation
-------------------------------------------------------------
General Magic, Inc. (Nasdaq: GMGC), a pioneer in voice
application software and services, announced that its efforts to
obtain additional financing or to complete a strategic merger or
acquisition have been unsuccessful. As a result, it will
discontinue operations effective at close of business today and
initiate an orderly and expeditious liquidation of its business.

Most of the company's employees will leave immediately. A small
team of General Magic employees will be retained for 60 to 120
days to manage the sale of the company's assets and the
resolution of obligations to the company's creditors. A 15-
member task force of General Magic employees will also be
retained for approximately 60 days at OnStar's expense to
facilitate a smooth transfer of the operation and support of the
OnStar Virtual Advisor to another OnStar vendor.

Numbered among the company's assets are the magicTalk Enterprise
Platform, including the just completed Version 2.0 of that
software, a portfolio of legacy software and 35 patents and
patent applications, including what the company believes are
fundamental patents of voice user interface and agent
technologies. The company intends that the proceeds from the
sale of its assets in connection with the winding up of its
business will be used to pay its creditors, but does not expect
that there will be assets remaining for distribution to holders
of its common or preferred stock.

"A combination of factors led us to this decision," said
Kathleen Layton, General Magic's president and CEO. "Current
adverse economic and market conditions along with the continued
slowdown in IT spending were significant factors in preventing
us from raising money or facilitating a merger or acquisition.
Without the immediate availability of additional funding, our
Board has reluctantly concluded that the company can not
continue to operate," she said.


GENOMIC SOLUTIONS: Fails to Comply with Nasdaq Listing Criteria
---------------------------------------------------------------
Genomic Solutions Inc., (Nasdaq: GNSL) has received
correspondence from Nasdaq Listing Qualifications Department
dated September 12, 2002, notifying the Company that the bid
price of its Common Stock closed at less than $1.00 per share
over the previous ninety calendar days and that the Company has
not regained compliance in accordance with Marketplace Rule
4450(e)(2). Therefore, the Company's securities are subject to
delisting from the Nasdaq National Market.  The Company has
requested a hearing before the Nasdaq Listing Qualifications
Panel to review and appeal the Staff Determination. There can be
no assurances that the Panel will grant the Company's request
for continued listing.

Genomic Solutions develops, manufactures and sells instruments,
software, and consumables used to determine the activity level
of genes, to isolate, identify and characterize proteins and to
dispense small volumes of biologically important materials.


GILAT SATELLITE: Expects Workout Plan to Include Debt Conversion
----------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq:GILTF), a worldwide leader
in satellite networking technology, reported its results for the
quarter ended June 30, 2002. The Company also provided an update
on its debt restructuring progress.

Revenues were US$51.6 million and US$123.7 million for the
second quarter and first half of 2002, respectively. Operating
loss for the second quarter was US$23.5 million and net loss was
US$35.7 million, including consolidated losses for rStar Corp.
(Nasdaq:RSTR). These results included a one-time, non-cash
provision for doubtful accounts of US$12.0 million mainly
related to WorldCom, Inc., (Nasdaq:WCOEQ, MCWEO) and its
affiliates. Eliminating the impact from the non-recurring, non-
cash provision related to WorldCom as well as the impact from
rStar, Gilat had an operating loss of US$9.3 million.

The Company improved its total cash balance by US$2.6 million in
the quarter, bringing its total cash balance to US$100 million
as of the quarter end.

The Company also announced that its Spacenet subsidiary has
reached agreement with WorldCom regarding pre-petition amounts
owed to the company. Spacenet has received payment per its
agreement with WorldCom and also re-affirmed and extended its
relationship with WorldCom and the United States Postal Service
for an additional three years.

Gilat Chairman and Chief Executive Officer Yoel Gat said, "Our
efforts to control costs and focus on cash flow resulted in
improving our total cash balance for the quarter. The large
deals that we signed recently will positively impact to our
results beginning in the fourth quarter and beyond."

Gilat also announced that it has been informed that significant
progress has been made at meetings held by a number of
bondholders, representing a significant percentage of the
outstanding bonds and with Gilat's primary lender, with respect
to a total debt of approximately US$450 million including the
US$350 million (face value), 4.25 percent Convertible
Subordinated Notes, due in 2005. It is expected that a final
restructuring plan - that will be subject to an agreement with
the primary lender - will include the conversion of a
substantial portion of the bondholders' debt to common equity
and new convertible debt at a predetermined conversion price.
The final terms will be subject to reaching an acceptable
agreement and comprehensive restructuring plan for the Company
in the coming weeks and securing the required consents of the
relevant parties. Additionally, to facilitate the restructuring
process, Robert Bednarek, Executive Vice President of Corporate
Development for SES GLOBAL, has resigned from Gilat's Board of
Directors.

Gilat has been notified by the Bank of New York, paying agent
under the indenture dated March 7, 2000 pursuant to which the
Notes were issued, that payment of interest was erroneously made
to the holders of record. Gilat expects that the mistaken
payment will be recalled by the Bank of New York. Gilat will not
bear any liability or responsibility for the mistaken payment.
Gilat has decided at the present not to make payment of the
US$7.5 million in interest due on September 15, pending
conclusion of the final arrangement with the bondholders.

Gilat announces several contracts, including expanded support of
GTECH's lottery operations

      --  Last week, Gilat announced that its Spacenet subsidiary
was selected by GTECH Corporation (NYSE: GTK) to provide nearly
7,500 Skystar Advantage VSAT terminals and related Hubs, space
segment and operations to support various GTECH state lottery
contracts, as well as other lotteries worldwide. Since 1991,
Gilat and its subsidiaries have provided GTECH with nearly
20,000 VSATs for use by government-authorized lotteries
worldwide.

      --  Spacenet has also been selected by Gulf Oil to provide
a high-speed Skystar Advantager VSAT network to serve its
dealers who wish to upgrade their credit authorization and pay-
at-the-pump capabilities.

      --  Pending successful completion of in-field platform
testing, Do it Best Corp., will deploy a VSAT network intended
to connect as many as 4,000 store sites using Gilat's Skystar
360E(TM)/Connexstar(SM) platform.

      --  Steak 'n Shake Company has selected Spacenet to provide
a 350-site satellite network using the Connexstar VSAT platform.
Gilat maintains momentum in the Asian and African markets Gilat
recently reported several core-business wins in Asia and Africa.

      --  China Telecom awarded Gilat to provide a large-scale
DialAw@y IP(TM) satellite rural telephony network to serve more
than 1,300 public call offices in Tibet.

      --  Alldean expanded its VSAT network for service
applications throughout Africa. The contract calls for products
and services worth more than US$11 million. The network is
expected to be implemented by mid-2003.

      --  Gilat was recognized as India's leading VSAT provider
by Voice & Data magazine. Reinforcing its leadership position,
Gilat was selected by its long-time customer HCL Comnet Ltd., to
provide a Skystar 360E satellite hub station and 500 VSAT
terminals. Bharti Broadband Networks Ltd. recently secured
orders for more than 3,000, Skystar 360E VSATs, including 1,420
sites for its client Sahara India. Comsat Max Ltd., chose the
360E platform in October 2001 and has already purchased 1,000
units.

Within the past few weeks, Gilat announced two important
agreements with leading broadband service providers.

      --  Gilat recently received an order from JSAT Corp. for a
Skystar Advantage VSAT network. JSAT, one of Asia's largest
satellite operators, intends to use the equipment to provide
shared-hub VSAT services to companies in a variety of industries
throughout Japan.

      --  Gilat was also selected by Intelsat Global Service
Corp., to provide broadband satellite communications equipment
and services in the amount of at least US$10 million by the end
of 2003.

Under SFAS No. 142, effective January 1, 2002, indefinite lived
intangible assets and goodwill are subject to annual impairment
testing. In the second quarter of 2002, based on the results of
the first test, it is likely that part or all of the goodwill
has been impaired. The measurement of the potential goodwill
impairment will be completed no later than the end of 2002, as
required by SFAS 142.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal satellite network technology - with nearly 400,000
VSATs shipped worldwide. Gilat markets the Skystar Advantage,
DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster* 360 VSAT
products in more than 70 countries around the world. The Company
provides satellite-based, end-to-end enterprise networking and
rural telephony solutions to customers across six continents,
and markets interactive broadband data services. The Company is
a joint venture partner in SATLYNX, a provider of two-way
satellite broadband services in Europe, with SES GLOBAL. Skystar
Advantage(R), Skystar 360(TM), DialAw@y IP(TM) and FaraWay(TM)
are trademarks or registered trademarks of Gilat Satellite
Networks Ltd., or its subsidiaries. Visit Gilat at
http://www.gilat.com (*SkyBlaster is marketed in the United
States by StarBand Communications Inc. under its own brand
name.)


GLENOIT CORP: Has Until Nov. 6 to Make Lease-Related Decisions
--------------------------------------------------------------
Glenoit Corporation and its debtor-affiliates sought and
obtained an extension from the U.S. Bankruptcy Court for the
District of Delaware of their time to determine whether to
assume, assume and assign, or reject unexpired nonresidential
real property leases.  Judge Ronald Barlant gives the Debtors
until November 6, 2002 to make those decisions.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000. Joel A. Waite, Esq. at Young, Conaway,
Stargatt & Taylor represents the Debtors in their restructuring
efforts.


GLOBAL CROSSING: Classification & Treatment of Claims Under Plan
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates' Plan of
Reorganization dated September 16, 2002 divides the claims
against and equity interests in the Debtors into separate
classes and summarizes the treatment for each class.  A summary
of the classes and treatment of claims shows:

Class  Description             Treatment
-----  ----------------------  ---------------------------------
        Administrative Expense  Payment in full.
        Claims

        Priority Tax Claims     Payment in full on the Effective
                                Date or over 6 years from date of
                                assessment of tax, with interest
                                or payment as otherwise agreed.

   A    Priority Non-Tax Claims Payment in full of the Allowed
                                amount of claim.

   B    Other Secured Claims    The Debtors reserve the right to
                                pay these secured claims in full,
                                reinstate the debt, return the
                                collateral, or provide periodic
                                cash payments having a present
                                value equal to the value of the
                                secured creditor's interest in
                                the Debtors' property.

   C    Lender Claims           Will receive pro-rata portion of:

                                * $305,000,000;

                                * $175,000,000 of New Senior
                                  Secured Notes;

                                * 6% of New Common Stock;

                                * 50% beneficial interest in the
                                  Liquidating Trust;

                                * any recovery on $7,500,000
                                  reimbursement claim against the
                                  Debtors' directors;

                                * unspecified amount from Bermuda
                                  account.

                                Cash portion of distribution will
                                include $300,000,000 plus
                                interest earned in bank account
                                where IPC sale proceeds where
                                deposited.

   D    GC Holdings Notes       Will receive pro-rata portion of:
        Claims
                                * $18,885,000 in New Senior
                                  Secured Notes;

                                * 24.55% of New Common Stock;

                                * 37.77% of beneficial interest
                                  of Liquidating Trust; and

                                * Unspecified amount in cash from
                                  Bermuda Account.

   E    GCNA Notes Claims       Will receive pro-rata portion of:

                                * $3,185,000 in New Senior
                                  Secured Notes;

                                * 4.14% of New Common Stock;

                                * 6.37% of beneficial interest in
                                  the Liquidating Trust;

                                * Unspecified amount in cash from
                                  Bermuda Account.

   F    General Unsecured       Will receive pro-rata portion of:
        Claims
                                * $2,930,000 in New Senior
                                  Secured Notes;

                                * 3.81% of New Common Stock;

                                * 5.86% of beneficial interest in
                                  the Liquidating Trust;

                                * Unspecified amount in cash from
                                  Bermuda Account.

  [G]   Convenience Claims      Each holder will receive cash
                                payment equal to the lesser of a
                                percentage of that claim or its
                                pro rata share of cash
                                distribution for the claim.

   H    Intercompany Claims     Eliminated by offset.

   I    GC Holdings Preferred   No distribution
        Stock

   J    GCL Preferred Stock     No distribution

   K    GCL Common Stock        No distribution

   L    Securities Litigation   No distribution
        Claims

The recoveries described represent the Debtors' best estimates
of those values given the information available at this time.
These estimates do not predict the potential trading prices for
securities issued under the Plan.  The estimation of recoveries
makes these assumptions:

-- The new debt instruments to be issued under the Plan are
    worth their face value;

-- The estimated total equity value for New Global Crossing is
    $407,000,000; and

-- The aggregate amount of allowed General Unsecured Claims
    against the Debtors is [___] million.

The distribution of property represents a negotiated settlement
of a number of significant legal issues among the Debtors and
the holders of Claims in Class C on the one hand, and Classes D,
E, F, and [G] on the other hand, as well as the significant
legal issues among Classes D, E, F, and [G].  Among those issues
is the validity and priority of the security interests of the
holders of the Lender Claims, the enforceability of guaranties
provided by the Debtors', and to what extent a substantive
consolidation of some or all of the Debtors should occur.  The
compromise reached by the parties was after extensive analysis
and negotiations. The Debtors believe that the treatment
provisions of the Plan constitute a good faith compromise and
settlement of all those claims and are fair and reasonable to
the holders of Claims in each of those classes.  If the Plan is
not approved, all constituents retain their rights with respect
to such legal issues.  The Debtors also believe that their
creditor constituencies are likely to receive a higher
distribution under the Plan than they would after protracted
litigation regarding such legal issues. (Global Crossing
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GUARDIAN TECHNOLOGIES: Working Capital Deficit Tops $1.5 Million
----------------------------------------------------------------
Guardian Technologies International Inc. (OTCBB:GDTI), announced
results for the 2nd quarter ended June 30, 2002.

It should be noted that the discussion of results of operations
for the three and six months ended June 30, 2002 reflects items
of income and expense generated by the company's structural
steel operations while the discussion of results of operations
for the three and six months ended June 30, 2001 reflects items
of income and expense generated by the company's armor
operations.

The reason for this is a transition from the equity method of
accounting to consolidation accounting for reporting results of
operations of its structural steel business due to a change in
control and a change from consolidation accounting for reporting
results of armor operations to the equity method of accounting
due to a reduction of its ownership in that business from 51% to
33%.

      Results of Operations: Three Months Ended June 30, 2002

Net sales for the three months ended June 30, 2002 were
$1,571,575 compared to $134,952 for the same period in 2001.
Gross profit for the three months ended June 30, 2002 was
$362,500 compared to gross profit of $51,960 for the same period
last year.

Total operating expenses for the three months ended June 30,
2002 were $259,471 compared to total operating expenses in 2001
of $317,528. No selling expenses were incurred during the three
months ended June 30, 2002 because the company's structural
steel operation does not maintain a standing sales force.

Sales are generated through a bid process administered by the
General Manager and Vice President of this business unit. Total
operating expenses in 2001 were comprised of selling expenses of
$52,541 and general and administrative expenses of $264,987.

The company posted a net loss for the three months ended June
30, 2002 of $8,631, or $nil per share compared to a net loss of
$135,289, or $0.14 per share for the same period a year ago. The
company generated income from operations for the three months
ended June 30, 2002 of $103,029 compared to a loss from
operations of $265,568 during the three months ended June 30,
2001.

The company incurred interest charges of $64,186 (net of
interest income) primarily attributable to debt associated with
structural steel operations. Contributing to the company's
overall net loss was $15,195 of losses in connection with the
company's equity interest in armor operations.

The company's overall net loss was partially offset by an
allocation of $38,978 of losses from structural steel operations
allocated to minority interest shareholders.

At June 30, 2002, Guardian Technologies' balance sheet shows
that its total current liabilities exceeded its total current
assets by about $1.5 million.

"The company generated income from operations during the current
quarter compared to a loss during the same period a year ago
because the company's structural steel operations completed
several profitable projects. Last year, the operating loss was
generated by poor performance of the company's armor operations.

"The potential for greater profitability in structural steel
operations over that of armor operations was the dominant factor
in the company's decision to shift the focus of management and
available resources to build and promote that side of the
business," stated J. Andrew Moorer, Guardian's president and
CEO.

"While 2002 business levels are not expected to match that of
2001 because of a general slowing in the economy, the
infrastructure of this business sector has been changed to a
point where the operation can achieve profitability on lower
sales volume.

"In addition, the policies and procedures implemented in recent
months are designed to eliminate or at a minimum reduce the
impact of problems incurred while performing on a job, a
situation not previously managed well and an area which caused
substantial losses to be incurred in prior years," continued
Moorer.

       Results of Operations: Six Months Ended June 30, 2002

Net sales for the six months ended June 30, 2002 were $2,567,799
compared to $244,129 for the same period in 2001. Gross profit
for the six months ended June 30, 2002 was $421,912 compared to
gross profit of $52,039 for the same period last year.

Total operating expenses for the six months ended June 30, 2002
were $542,363 compared to total operating expenses in 2001 of
$535,930. No selling expenses were incurred during the six
months ended June 30, 2002 because the company's structural
steel operation does not maintain a standing sales force.

Sales are generated through a bid process administered by the
general manager and vice president of this business unit. Total
operating expenses in 2001 were comprised of selling expenses of
$100,432 and general and administrative expenses of $435,498.

General and administrative expenses for the three months ended
June 30, 2002 increased $106,865 over that of the previous year.
The reason for the increase is that the company's structural
steel operation generates large depreciation expense charges due
to extensive capital equipment requirements.

In addition, the company incurred $43,500 of consulting expenses
during the first quarter at the corporate level for which common
stock of the company was issued in the previous year. These
costs were classified as a prepaid asset at Dec. 31, 2001 and
have been expensed in full in 2002.

The company posted a net loss for the six months ended June 30,
2002 of $265,512, or $0.20 per share compared to a net loss of
$233,422, or $0.26 per share for the same period a year ago. The
company sustained a loss from operations for the six months
ended June 30, 2002 of $120,451 compared to a loss from
operations of $483,891 during the six months ended June 30,
2001.

The company incurred interest charges of $148,454 (net of
interest income) primarily attributable to debt associated with
structural steel operations. Contributing to the company's
overall net loss was $52,110 of losses in connection with the
company's equity interest in armor operations.

The overall loss was partially offset by an allocation of
$53,050 of losses from structural steel operations allocated to
minority interest shareholders.

"During 2001, we completed our transition from a body armor
manufacturer to that of a structural steel fabricator, an
industry with greater long-term revenue and profit potential.

"While our real estate activities center around liquidation of
properties to reduce debt and our armor manufacturing activities
now passive in nature, our primary focus has been to complete
the turnaround of the structural steel business and grow its
revenues and profits in future periods," said Moorer.

"We believe that by focusing in one area and performing well in
that area, the company will achieve greater shareholder return
than its previously adopted strategy of diversification. That is
the reason why the company decided in late 2001 to eliminate its
majority control position of the armor business and to begin
liquidating its real estate holdings.

"The aforementioned strategy is expected to return the company
to profitability in future periods and ultimately enhance
shareholder value," concluded Moorer.

Guardian, through its wholly-owned subsidiary Guardian Steel, is
engaged in structural steel fabrication for governmental,
military, commercial and industrial construction projects such
as dormitories, aircraft hangers, special operations centers,
high and low-rise buildings and office complexes, hotels and
casinos, convention centers, sports arenas, shopping malls,
hospitals and a variety of customized projects.

Guardian, through its wholly-owned subsidiary Guardian Security
& Safety Products Inc., serves the law enforcement, security and
military communities. GSSP maintains a 33% ownership interest in
ForceOne LLC, which manufactures a variety of high-end ballistic
protective equipment including patented personal protection
devices commonly referred to as body armor.

Guardian, through its wholly-owned subsidiary Palo Verde Group
Inc., is engaged in the acquisition, development and sale of
commercial and residential real estate.


ICG COMMS: Obtains Open-Ended Lease Decision Period Extension
-------------------------------------------------------------
For the fourth time, ICG Communications Inc., and its debtor-
affiliates obtained Court an open-ended extension to make
decisions about whether to assume, assume and assign, or reject
their unexpired nonresidential real property leases.  The
extension runs through the Effective Date of the Company's
Modified Plan of Reorganization, subject to the rights of each
lessor under the leases to ask for an order shortening the
Extension Period, and specifying a period of time in which the
Debtors must determine whether to assume or reject a particular
Unexpired Lease.


ICG COMMS: Court Schedules Plan Confirmation Hearing for Oct. 9
---------------------------------------------------------------
On August 23, 2002, the U.S. Bankruptcy Court for the District
of Delaware approved the Supplemental Disclosure Statement of
ICG Communications, Inc., and its debtor-affiliates as
containing adequate information with respect to the Debtors'
Modified Plan of Reorganization.  A hearing to consider the
confirmation of the Debtors' Plan is set for October 9, 2002,
4:00 p.m. prevailing Eastern Time.

Any party in interest objecting to the Modified Plan must file
their objections with the Bankruptcy Court before 4:00 p.m. on
October 1, 2002.  Copies must also be sent to:

      (i) Counsel to the Debtors
          Skadden, Arps, Slate, Meagher & Flom (Illinois)
          333 West Wacker Drive
          Chicago, Illinois 60606
          (312) 407-0700
          Attn: Timothy R. Pohl, Esq.

          and

          Skadden, Arps, Slate, Meagher & Flom LLP
          One Rodney Square, PO Box 636
          Wilmington, Delaware 19899-0636
          (302) 651-3000
          Attn: Gregg M. Galardi, Esq.
                Marion M. Quirk, Esq.

     (ii) Counsel to the Official Committee of Unsecured
          Creditors
          Wachtell, Lipton, Rosen & Katz
          51 West 52nd Street
          New York, NY 10019
          Attn: Richard Mason, Esq.

          and

          Morris, Nichols, Arsht & Tunnel
          1201 North Market, PO Box 1347
          Wilmington, Delaware 19899
          Attn: William H. Suddell, Esq,.

    (iii) Counsel to the Debtors' Pre-Petition Secured Lenders
          Shearman & Sterling
          599 Lexington Avenue
          New York, NY 10022
          Attn: Scott Shelley, Esq.

          and

          Young, Conaway, Stargatt & Taylor, LLP
          Wilmington Trust Center,
          1100 North Market Street, Room 2313
          Lockbox 35
          Wilmington, Delaware 19801
          Attn: Pauline K. Morgan, Esq.

     (iv) Office of the United States Trustee
          844 King Street, Room 2313, Lockbox 35
          Wilmington, Delaware 19801
          Attn: Frank Perch, Esq.

ICG Communications filed for Chapter 11 protection on November
14, 2000. Timothy R. Pohl, Esq., Gregg M. Galardi, Esq. and
Marion M. Quirk, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP represent the Debtors in its restructuring efforts.


INTEGRATED HEALTH: Exclusivity Intact through October 1, 2002
-------------------------------------------------------------
At a last hearing last week in Wilmington, Judge Walrath
declined Omega Healthcare Investors Inc.'s invitation to
terminate exclusivity at this time.  Integrated Health Services,
Inc., and its debtor-affiliates' exclusive period during which
to propose and file a plan will remain intact through October 1,
2002.  On that date, Judge Walrath will convene a further
hearing to consider any evidentiary record Omega, the Debtors,
the Lenders or the Committee may want to make before the Court
makes a formal ruling.  While Omega may feel exhausted, it is
not clear that other creditors share that feeling at this
juncture.  While the Debtors' arguments for why more time is
needed may be stale, there is no evidence that Omega has either
the capacity or the backing to propose a plan -- or that it
knows anyone who does.  Without an adequate evidentiary basis,
any ruling at this point in time would be flawed. (Integrated
Health Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ION NETWORKS: Secures Time Extension to Meet Nasdaq Requirements
----------------------------------------------------------------
ION Networks, Inc., (Nasdaq: IONN) has been granted an
additional 180 day grace period, or until March 10, 2003, to
regain compliance with the minimum $1.00 bid price requirement
of the Nasdaq SmallCap Market.

The Company was granted this additional grace period after
raising $300,303 in equity financing on September 13, 2002
thereby satisfying the Nasdaq SmallCap Market requirement of
minimum stockholders' equity of $5 million (based on
stockholders equity of $5,004,215 at June 30, 2002, adjusted on
a pro forma basis for the equity financing).

The equity financing involved the issuance of 166,835
unregistered shares of the Company's Series A Preferred Stock at
$1.80 per share. Each share of Preferred Stock is convertible
into 10 shares of the Company's common stock at the conversion
price of $0.18 per share of common stock, which was the closing
bid price of the Company's common stock on September 13, 2002.
The Preferred Stock is non-voting, has a standard liquidation
preference equal to its purchase price, and does not pay
dividends. Proceeds of the equity financing will be used for
working capital and general corporate purposes. All of the
shares of Preferred Stock were purchased by directors and
management of the Company.

In addition to maintaining compliance with other continuing
listing requirements, if ION Networks' common stock does not
close at $1.00 per share or more for a minimum of 10 consecutive
trading days before March 10, 2003, it will be subject to
delisting from the Nasdaq SmallCap Market.

In addition, the Company announced that William Martin Ritchie
has resigned from the Board of Directors, effective September
12, 2002. Mr. Ritchie had previously determined not to stand for
re-election to the Board and, therefore, was not included as a
director nominee in the Proxy Statement for the Annual Meeting
of Stockholders of the Company to be held on October 17, 2002.

ION Networks, Inc., is a leading provider of infrastructure
security and management solutions. The ION Secure suite helps
customers protect critical infrastructure and maximize
operational efficiency while lowering operational costs. ION
Networks' customers include AT&T, Bank of America, British
Telecom, Citigroup, Entergy, Fortis Bank, Oracle, Qwest, SBC,
Sprint and the U.S. Government. Headquartered in Piscataway, New
Jersey, the Company has installed tens of thousands of its
products worldwide from its sales and operations facilities in
the United States, Livingston, Scotland and Antwerp, Belgium,
and its distribution channels on four continents.


IVILLAGE INC: Fails to Maintain Nasdaq Listing Requirements
-----------------------------------------------------------
iVillage Inc. (Nasdaq: IVIL), a leading women's media company
and the number one source for women's information online,
announced that, as expected, has received a compliance notice
from The Nasdaq Stock Market, Inc., in a letter dated September
17, 2002.

In this letter, Nasdaq informed iVillage that its common stock
had failed to maintain a minimum bid price of $1.00 per share
for 30 consecutive trading days as required by The Nasdaq
National Market under Marketplace Rule 4450(a)(5).

In accordance with Marketplace Rule 4450(e)(2), iVillage will
have until December 16, 2002, or 90 calendar days, to regain
compliance with Nasdaq's continued listing requirements. If at
any time before December 16, 2002, the closing bid price of
iVillage's common stock is at least $1.00 per share for a
minimum of ten consecutive trading days, Nasdaq staff will
determine if iVillage then complies with Nasdaq's continued
listing requirements. If iVillage is unable to demonstrate
compliance with the continued listing requirements on or before
December 16, 2002, Nasdaq staff will provide iVillage with
written notification that its securities will be delisted. At
that time, iVillage may appeal the Nasdaq staff's decision to a
Nasdaq Listing Qualifications Panel.

The Company may also apply to transfer its securities to The
Nasdaq SmallCap Market. If iVillage submits a transfer
application and pays the applicable listing fees by December 16,
2002, initiation of the delisting process will be stayed pending
Nasdaq staff review of the transfer application. If the
application is approved, iVillage will be afforded the 180
calendar day SmallCap Market grace period, or until March 17,
2003. iVillage may also be eligible for an additional 180
calendar day grace period provided that it meets the initial
listing criteria for the SmallCap Market under Marketplace Rule
4310(C)(2)(A). Furthermore, the Company may be eligible to
transfer back to The Nasdaq National Market, without paying the
initial listing fees, if, by September 12, 2003, its bid price
maintains the $1.00 per share requirement for 30 consecutive
trading days and it has maintained compliance with all other
continued listing requirements on that market. If Nasdaq staff
does not approve the Company's transfer application, Nasdaq will
provide iVillage with written notification that its securities
will be delisted. At that time, iVillage may appeal the Nasdaq
staff's decision to a Nasdaq Listing Qualifications Panel.

iVillage remains committed to its stockholders and believes
that, like many companies in the sector, its stock price does
not accurately reflect the value of the Company. With more than
17 million unique monthly visitors, iVillage is one of the 20
most visited sites in the U.S. according to comScore Media
Metrix (July 2002).

iVillage Inc., is a leading women's media company and the number
one source for women's information online. iVillage includes
iVillage.com, Women.com, Business Women's Network, Lamaze
Publishing, The Newborn Channel, iVillage Solutions,
Promotions.com and Astrology.com. iVillage.com is a leading
online women's destination providing practical solutions and
everyday support for women 18 and over. Lamaze Publishing
produces advertising-supported educational materials for
expectant and new parents. The Newborn Channel is a satellite
television network in approximately 1,100 hospitals nationwide.

iVillage.com is organized into branded communities across
multiple topics of high importance to women and offers
interactive services, peer support, content and online access to
experts and tailored shopping opportunities. Content areas
include Astrology, Babies, Beauty, Diet & Fitness,
Entertainment, Food, Health, Home & Garden, Lamaze, Money,
Parenting, Pets, Pregnancy, Relationships, Shopping, and Work.

Established in 1995 and headquartered in New York City, iVillage
Inc., (Nasdaq: IVIL) is recognized as an industry leader in
developing innovative sponsorship and commerce relationships
that match the desire of marketers to reach women with the needs
of iVillage.com members for relevant information and services.


JP MORGAN: Fitch Assigns B-/V5 Rating to HYDI - B Trusts
--------------------------------------------------------
Fitch Ratings assigns a 'B-/V5' bond fund credit and volatility
rating to HYDI - B TRUSTS (HYDI - B) $102 million credit-linked
trust certificates due May 17, 2007.

Bond funds rated in the 'B-' category meet speculative standards
with respect to the credit quality of the fund's underlying
assets. The weighted average default probability of the fund's
portfolio is consistent with the default probability of a 'B-'
rated fixed-income obligation.

Bond funds rated in the 'V5' category are considered to have
moderate to high market risk. Total returns experience
significant variability across a broad range of interest rate
scenarios. These funds typically exhibit significant exposure to
interest rates and changing market conditions. Bond fund
volatility ratings are assigned on a scale of 'V1' (least
volatile) through 'V10' (most volatile). Volatility ratings
reflect the relative sensitivity of the fund's total return and
market price to changes in interest rates and other market
conditions.

HYDI - B is a credit-linked structure whereby the certificate
holders obtain $102 million of credit exposure to a portfolio of
U.S. high yield credits. The trust achieves credit exposure to
HYDI - B via a $102 million basket of credit default swaps with
J.P. Morgan Chase Bank. The trust will use the certificate
proceeds to purchase a $102 million par value guaranteed
investment contract issued by FGIC Capital Market Services, Inc.
and guaranteed by General Electric Capital Corporation. The
scheduled maturity date for HYDI - B is May 17, 2007.

Any subsequent ratings assigned following the removal of a
reference entity from the trust's portfolio will only address
the ultimate receipt of interest and principal on the adjusted
outstanding certificate balance for the trust. The new rating
will be based on the average credit quality of the remaining un-
defaulted reference entities in the trust's then-current
portfolio and will not reflect the credit risk of any reference
entities removed from the trust's portfolio upon the occurrence
of a credit event.

As HYDI - B approaches its maturity date, it is expected that
its market risk exposures will be reduced. Therefore, the
volatility rating assigned to HYDI - B is expected to be lower
over time.

HYDI - B will be held in trust by Wachovia Trust Company,
National Association, as trustee, while J.P. Morgan Chase Bank
will serve as grantor and swap counterparty.


JP MORGAN: Fitch Assigns B/V5 Fund Rating to $490MM HYDI Trusts
---------------------------------------------------------------
Fitch Ratings assigns a 'B/V5' bond fund credit and volatility
rating of to HYDI TRUSTS (HYDI) $490 million credit-linked trust
certificates due May 17, 2007.

Bond funds rated in the 'B' category meet speculative standards
with respect to the credit quality of the fund's underlying
assets. The weighted average default probability of the fund's
portfolio is consistent with the default probability of a 'B'
rated fixed-income obligation.

Bond funds rated in the 'V5' category are considered to have
moderate to high market risk. Total returns experience
significant variability across a broad range of interest rate
scenarios. These funds typically exhibit significant exposure to
interest rates and changing market conditions. Bond fund
volatility ratings are assigned on a scale of 'V1' (least
volatile) through 'V10' (most volatile). Volatility ratings
reflect the relative sensitivity of the fund's total return and
market price to changes in interest rates and other market
conditions.

HYDI is a credit-linked structure whereby the certificate
holders obtain $490 million of credit exposure to a portfolio of
U.S. high yield credits. The trust achieves credit exposure to
HYDI via a $490 million basket of credit default swaps with J.P.
Morgan Chase Bank. The trust will use the certificate proceeds
to purchase a $490 million par value guaranteed investment
contract issued by FGIC Capital Market Services, Inc. and
guaranteed by General Electric Capital Corporation. The
scheduled maturity date for HYDI is May 17, 2007.

Any subsequent ratings assigned following the removal of a
reference entity from the trust's portfolio will only address
the ultimate receipt of interest and principal on the adjusted
outstanding certificate balance for the trust. The new rating
will be based on the average credit quality of the remaining un-
defaulted reference entities in the trust's then-current
portfolio and will not reflect the credit risk of any reference
entities removed from the trust's portfolio upon the occurrence
of a credit event.

As HYDI approaches its maturity date, it is expected that its
market risk exposures will be reduced. Therefore, the volatility
rating assigned to HYDI is expected to be lower over time.

HYDI will be held in trust by Wachovia Trust Company, National
Association, as trustee, while J.P. Morgan Chase Bank will serve
as grantor and swap counterparty.


KBC ORION: S&P Drops Ratings on Classes D-1 & D-2 to D
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class D-1 and class D-2 notes issued by KBC Orion Commercial
Loan Master Trust's series 1999-1 to 'D' from triple-'C'-minus.

The ratings assigned to the class D-1 and class D-2 notes had
previously been placed on CreditWatch with negative implications
on August 13, 2001, and then subsequently lowered to triple-'C'-
minus from double-'B' and removed from CreditWatch negative on
November 19, 2001. The ratings on the class A, B-1, B-2, C-1,
and C-2 notes have been withdrawn as each of these classes has
fully paid down.

The lowered ratings on the class D-1 and class D-2 notes reflect
the failure to pay interest on the full balance of the notes and
the likelihood that the noteholders will not receive full
principal on the notes. The initial balance of the class D-1 and
class D-2 notes was $14.4 million and $9.6 million respectively,
of which $13.483 million and $8.989 million have been written
down, respectively. While KBC Orion Commercial Loan Master
Trust's series 1999-1 is currently holding defaulted loans for
which the written-down balances of the class D notes do not give
credit, the investor interest portion of any potential future
recoveries from the sale or workout of these defaulted loans is
not likely to be sufficient to reimburse in full the written-
down portions of the class D-1 and class D-2 notes.


KMART CORP: StyleMaster Wins Nod to File Late Proof of Claim
------------------------------------------------------------
S.M. Acquisition Co., f/k/a StyleMaster, Inc., seek an Order
allowing it to file a tardy proof of claim against Kmart
Corporation and its debtor-affiliates.

StyleMaster is a Chicago-based vendor that supplied plastic
storage containers and other plastic goods to Kmart.
StyleMaster holds an unsecured $5,975,624 claim for products
sold to Kmart.

Michael L. Gesas, Esq., at Gesas, Pilati, Gesas and Golin, Ltd.,
in Chicago, Illinois, tells the Court that months before the Bar
Date, StyleMaster directed its bankruptcy counsel to file a
proof of claim because Kmart's Schedules did not report the
correct amount of StyleMaster's claim.  Kmart reported
StyleMaster as being owed an unsecured Trade Payable in the
noncontingent and undisputed amount of $4,669,337.  StyleMaster
believes the correct amount of the claim is $5,975,624.

Due to an oversight, StyleMaster's counsel was not able to file
the proof of claim.

Mr. Gesas argues there's no danger of prejudice to the Debtors
if StyleMaster is allowed to file a proof of claim now.  The
amount involved is small compared to the total unsecured debt.
The discrepancy is just $1,306,287 -- or 0.011% -- as compared
to the $11,511,936,336 total unsecured debt.

More importantly, Mr. Gesas tells the Court that Kmart's non-
payment for the plastic products had a crippling effect on
StyleMaster's finances.  StyleMaster was forced to file its own
Chapter 11 petition due to Kmart's default.  Accordingly,
StyleMaster believes its proof of claim will support its
prepetition unsecured nonpriority claim against the Debtors.

                             *   *   *

After hearing the merits of the case, Judge Sonderby allows S.M.
Acquisition Co., f/k/a StyleMaster, Inc., to file a tardy proof
of claim -- and to do so immediately. (Kmart Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LEGACY HOTELS: Paying Third Quarter Distribution on Oct 20, 2002
----------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN)
announced its third quarter distribution to unitholders. The
distribution is $0.185 per unit to unitholders of record as
of September 30, 2002. Payment will be made on or about October
20, 2002. The distribution is consistent with that of the first
and second quarters of 2002.

For the past four quarters, Fairmont Hotels & Resorts Inc.,
(TSX/NYSE: FHR) Legacy's largest investor with an approximate
35% interest, had chosen to receive units instead of cash in
accordance with the terms of Legacy's Distribution Reinvestment
Plan. This decision reflected FHR's confidence in Legacy's
operating stability during the challenging business environment
over the past year. This quarter, FHR has elected to
return to receiving cash distributions in light of Legacy's
performance and the continuing strength in the Canadian economy.

Legacy is Canada's premier hotel real estate investment trust
with 22 luxury and first class hotels across Canada with
approximately 10,000 guestrooms. The portfolio includes landmark
properties such as Fairmont Le ChÉteau Frontenac, The Fairmont
Royal York and The Fairmont Empress. The management companies of
Fairmont Hotels & Resorts Inc. operate all of Legacy's
properties.

                           *   *   *

As previously reported in the June 21, 2002 issue of the
Troubled Company Reporter, Standard & Poor's lowered its long-
term corporate credit and senior unsecured debt ratings on
Legacy Hotels Real Estate Investment Trust to double-'B'-plus
from triple-'B'-minus. At the same time, the ratings on the
Toronto, Ontario-based company were removed from CreditWatch,
where they were placed February 14, 2001. The outlook is stable.


METALS USA: Court OKs Deloitte & Touche as Debtors' Accountants
---------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates sought and obtained
the Court's authority to retain and employ Deloitte & Touche LLP
as accountants, auditors and tax advisors, nunc pro tunc to June
25, 2002.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, relates that the Debtors have an immediate need for
auditing and reporting work on their financial statements.  The
Debtors also need help with the preparation of their 2002
federal and state income tax returns.  Deloitte has already
begun rendering auditing and tax services to the Debtors in good
faith. The Debtors have already dismissed Arthur Andersen LLP on
June 21, 2002 as their principal independent accountants and
engaged Deloitte.  The decision to change principal independent
accountants was recommended by the Audit Committee and was
approved by the Board of Directors of the Company.  The Debtors
have asked Andersen to cooperate with Deloitte as the Debtors'
new auditors.

Mr. Clement explains that the Debtors chose Deloitte to replace
Andersen because of Deloitte's professional standing and
reputation.  The Debtors understand that Deloitte has extensive
experience in providing accounting, auditing and tax services in
large and complex Chapter 11 cases on behalf of debtors and
creditors in many jurisdictions throughout the United States.

At the Debtors' urgent request for them to meet certain
impending filing deadlines, Deloitte agreed to provide certain
accounting, auditing and tax services to the Debtors.

Deloitte is providing these services to the Debtors:

A. Auditing and reporting on the Debtors' annual financial
    statements for the year ending December 31, 2002;

B. Preparation of the 2002 federal and state income tax returns
    for the Debtors and its subsidiaries, and assisting in
    computing the Debtors and its subsidiaries 2002 quarterly
    estimated tax payments as needed; and

C. As may be agreed to by Deloitte, rendering other professional
    services, including, without limitation, assisting with tax
    compliance issues, analyzing reorganization plan tax
    consequences, planning and consulting services relative to
    property tax and state and local tax matters, other audit or
    re-audit services as may be required for compliance with
    Securities and Exchange Commission regulations, and any other
    general accounting assistance as Debtors' management or
    counsel may from time to time request.

Mr. Clement relates that Deloitte will be compensated on a
blended hourly basis at a rate of $150 per hour.  However, with
respect to the provision of services beyond the scope set,
Deloitte will be compensated for the services on an hourly basis
at Deloitte's rates effective at the time the services are
rendered.  The customary hourly rates charged by Deloitte's
personnel are:

            Partners              $330 to 660
            Principals             330 to 660
            Directors              330 to 660
            Senior Managers        275 to 550
            Managers               230 to 460
            Sr. Accountants        165 to 325
            Staff Accountants      140 to 280
            Admin. Personnel        40 to  60

Deloitte Partner, Jeff Walker, assures the Court that Deloitte
has no connections with the Debtors, its creditors or other
parties-in-interest in these Chapter 11 cases or with their
respective attorneys and accountants, or the United States
Trustee.  Mr. Walker asserts that the firm does not hold any
interest adverse to Debtors' estates in matters related to these
Chapter 11 cases.  Mr. Walker contends that Deloitte and its
partners and directors are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

Deloitte has conducted an internal search to determine whether
it is or has been employed by or had other relationships with
any entities that were listed on schedules provided to Deloitte
by the Debtors in connection with these Chapter 11 cases.  Mr.
Walker admits that some creditors, other parties-in-interest,
attorneys, or accountants appearing on the schedules have or may
have provided goods or services to, currently provide or may
currently provide goods or services to, and may in the future
provide goods or services to Deloitte and its affiliates and the
Deloitte Partners/Directors in matters unrelated to these
Chapter 11 cases. (Metals USA Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MIKOHN GAMING: Expects to Return to Profitability in 4th Quarter
----------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) announced several key
developments at its presentation at the Global Gaming Investment
Forum being held in conjunction with the G2E Gaming Show.
Further details regarding the developments outlined below and
the presentation referenced above can be found in the Company's
Form 8K to be filed later Wednesday.

"Our Caribbean Stud(R) table game has enjoyed lasting popularity
throughout the United States are we are very pleased to have
received this important approval from the State of California,"
stated Bob Parente, Exec. V.P. Sales of Mikohn Gaming.

The Company also announced the signing of two new contracts for
its proprietary TableLink(R) table game tracking system. Barona
Casino in Southern California and Casino Niagara in Niagara
Falls, Ontario, have both signed contracts with Mikohn for the
TableLink PT player tracking systems. The installation at Casino
Niagara marks the first such installation in Canada.

The TableLink suite of products provides table game management
with the same on-line accounting, management information,
merchandising tools and accuracy currently enjoyed by slot
managers throughout the industry. TableLink PT is the base
module within Mikohn's suite of table game management systems,
which allows players to be tracked using card readers at each
gaming position.

It is upgradeable to TableLink CT, the second tier of the
system, which adds automated bet recognition. TableLink(R) GT,
which is the top tier, records actual win or loss per player
automatically on all blackjack games. The TableLink system can
be easily interfaced with existing casino management systems for
the communication of real-time player tracking.

In addition, Mikohn also announced that its enhanced Dallas
software platform has been sent for submission to gaming
regulators in both Mississippi and Ontario. This enhanced
version of the software platform improves the functionality,
reliability and robustness of this platform to offer all casino
customers and players a more satisfying experience with devices
utilizing the Dallas platform. It is anticipated that the
enhanced platform will be available in all jurisdictions having
Mikohn games by year-end.

Mikohn has returned to Mississippi with its popular YAHTZEE(R)
Video(TM) slot game utilizing the enhanced software platform and
it is expected that Mississippi regulators will announce a trial
start date shortly.

Looking at the balance of the year, John Garner, CFO said, "We
have made significant progress towards our goal of returning to
profitability. As we have previously stated, the third quarter
period ending September 30, 2002 will bear the impact of the
restructuring costs and may be impacted further as we continue
to closely scrutinize and evaluate our various operating
divisions. Looking ahead to the fourth quarter, we anticipate
reaching a breakeven level of operations after implementation of
our restructuring plan."

Russ McMeekin, President and CEO, commented, "We are pleased to
further penetrate the California marketplace, as demand for our
gaming technology solutions and games continues to grow. We are
also delighted that regulatory testing for YAHTZEE in
Mississippi is expected to begin shortly. The YAHTZEE game is
the all-time leader in five-of-a-kind dice games and has been a
tremendous favorite with casino operators and players since its
introduction some two years ago. Successful completion of the
Mississippi beta test will lead to placement of our games in the
country's third largest gaming market. These key developments,
along with our recent restructuring, set the stage for a return
to profitability in the fourth quarter."

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.


NIKU CORP: Intends to Appeal Nasdaq Delisting Determination
-----------------------------------------------------------
Niku Corporation (Nasdaq:NIKU), a leading provider of
application software for the mid-office, has received a Nasdaq
Staff Determination Letter regarding its status with the Nasdaq.

The Staff Determination Letter indicates that the Company has
not regained compliance with the $1.00 minimum bid price
requirements for continued listing set forth in Marketplace
Rules 4450(a)(5) and 4450(e)(2) and therefore is subject to
delisting. Niku intends to appeal the Staff Determination and
during this process Niku's stock will remain listed on the
Nasdaq National Market.

Joshua Pickus, Niku's Chief Financial Officer, said, "We have
previously announced our intention to complete a reverse stock
split to address the minimum bid price deficiency, and will be
holding a special meeting of stockholders on October 10, 2002 to
seek stockholder approval for the reverse split."

In order for Niku's Common Stock to continue to be listed on the
Nasdaq National Market or the Nasdaq SmallCap Market, Niku is
required to satisfy various other listing maintenance standards,
including standards for stockholders' equity, market value of
listed securities and market value of publicly held shares
(Marketplace Rules 4450(a), 4450(b) and 4310(C)). As detailed in
the proxy statement for the special meeting of stockholders to
be held on October 10, 2002, Niku does not currently satisfy
these standards. During Niku's appeal of the Staff
Determination, Niku intends to present a plan to regain
compliance with required listing maintenance standards.

Niku Corporation (Nasdaq:NIKU) develops enterprise application
software for Services Relationship Management, software that
automates mid-office services -- IT, R&D, consulting, marketing,
and more -- by integrating project, resource, financial,
portfolio, collaboration, and knowledge management in one Web-
native application.


NORTEL: S&P Cuts L-T Rating to B on Lower-than-Expected Revenues
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
telecommunications company Nortel Networks Ltd., including the
long-term corporate credit rating, which was lowered to single-
'B' from double-'B'-minus, following the company's August 27
announcement that revenues from continuing operations in the
third quarter of 2002 will be lower than previously forecast.
The outlook is negative.

The negative outlook reflects Standard & Poor's belief that
plans for Nortel to return to net profitability by mid-2003 may
not be achieved, in light of accelerating marketplace stresses.
The Brampton, Ontario-based company had US$4.4 billion of
combined lease-adjusted debt and preferred stock outstanding at
June 30, 2002.

"Nortel's ratings continue to reflect very challenging market
conditions, as the company's core customer base continues to
defer purchases of new communications equipment," said John
Tysall, director of Standard & Poor's Canadian corporate ratings
group.

Nortel stated on August 27, 2002, that its expected revenues for
the September 2002 quarter would be roughly up to 10% below the
US$2.8 billion level for the quarter ended June 30.

Revenues for the past few quarters have been below the company's
expectations, challenging Nortel's ability to achieve a cost
structure that would permit a return to profitability by the
middle of 2003. Communications carriers continue to defer
capital expenditures and reconfigure their networks to use their
substantial existing equipment inventories, in light of slack
demand and the challenged financial positions of some network
operators.

Due to the continued decline in its revenues, Nortel announced
an additional restructuring on August 27 designed to reach a
quarterly break-even cost structure of below US$2.6 billion.
Earlier cost-reduction actions had been targeted to permit
breakeven on quarterly revenues below US$3.2 billion.

Standard & Poor's believes the industry decline in
telecommunications spending will continue through 2003. In this
context, should Nortel's revenues and earnings continue to
decline significantly from expected levels, ratings could be
lowered.

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1),
DebtTraders reports, are trading at 43.5 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1
for real-time bond pricing.


NUEVO ENERGY: Acquires 100 Bcfe of Natural Gas in West Texas
------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the acquisition of
Athanor Resources, Inc., which is a privately owned company
funded primarily by Yorktown Energy Partners. Nuevo acquired
approximately 100 Bcfe of proved reserves (97% natural gas and
associated liquids) for 2 million shares of Nuevo common stock,
approximately $62 million in cash and the assumption of $20
million of debt.

"This acquisition marks the beginning of the second phase of
Nuevo's corporate transformation," commented Jim Payne,
Chairman, President and CEO of Nuevo Energy. "It meets all of
our strategic criteria in addition to being accretive to
earnings and cash flow in 2003. With this transaction, we
significantly increased our natural gas production, added higher
margin operated properties and established a new core area with
attractive development and exploration potential."

"Athanor's stockholders agreed to take Nuevo's common stock as
part of the purchase consideration because we believe in the
Company's articulated business strategy and the stock's upside
potential," stated Bryan Lawrence, Partner of Yorktown Energy
Partners. "We look forward to becoming stockholders of Nuevo."

                          Athanor Assets

The Pakenham Field, located in Terrell County, Texas, accounts
for essentially all of Athanor's production. Current production
is from the Wolfcamp, Thrusted Wolfcamp, and Strawn formations.
In the fourth quarter 2002, net production is expected to
average approximately 20 million cubic feet of natural gas
equivalent per day (MMcfed). While approximately 80% of current
production is from the shallow Wolfcamp formation, a substantial
portion of the future development will be directed toward the
deeper, more prolific zones.

J.P. Morgan Securities Inc. acted as Nuevo's financial advisor
in this transaction.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California, and West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international properties are located offshore the Republic of
Congo in West Africa and onshore the Republic of Tunisia in
North Africa. To learn more about Nuevo, please refer to the
Company's internet site at http://www.nuevoenergy.com

Nuevo Energy's total current liabilities exceeded its total
current assets by about $17 million, at June 30, 2002.


OMNOVA SOLUTIONS: Third Quarter Sales Drop 11% to $177.6 Million
----------------------------------------------------------------
OMNOVA Solutions Inc., (NYSE: OMN) today reported earnings of
$0.01 per diluted share for the third quarter of 2002, compared
to earnings of $0.06 per diluted share during the third quarter
of 2001.

"After four consecutive quarters of year over year earnings
improvement, the simultaneous occurrence of hyper-inflation in
key raw materials and slowing market demand has led to a
challenging earnings environment," said Kevin McMullen, OMNOVA
Solutions' Chairman and Chief Executive Officer.  "The general
economic recovery anticipated earlier has not yet materialized.
Despite the challenging market conditions, the Company remains
cash flow positive for the quarter and the year, and we are
focused on improving all aspects of our business which we can
control."

Sales were $177.6 million for the third quarter of 2002, a
decline of 11% as compared to $199.9 million during the same
period a year ago. Operating profit, excluding unusual items,
totaled $4.3 million for the third quarter of 2002, versus
operating profit of $10.9 million for the third quarter of 2001.
Total operating profit for the current quarter was $4.5 million
and included an unusual and nonrecurring gain of $0.2 million.

Decorative & Building Products - Net sales during the third
quarter of 2002 decreased 13% to $101.5 million compared to
$116.2 million in the third quarter of 2001.  Decorative &
Building Products' operating profit declined to $1.1 million,
with operating margins of 1.1% for the third quarter of 2002
versus operating profit of $2.5 million and operating margins of
2.2% in the third quarter of 2001.  Operating profit was
impacted by lower sales volume, lower pricing in building
products and wallcovering, and higher health care expenses.

The significant sales decline in the third quarter of 2002
versus the same period last year was due in part to lower
single-ply roofing membrane activity in both the new commercial
construction and refurbishment markets.  Global wallcovering
sales also contributed to the decline as a result of higher
vacancy rates in corporate and professional office real estate
and lower occupancy rates in the hospitality industry. Coated
fabrics sales declined modestly during the quarter due to weak
furniture demand while sales of decorative laminates were flat
versus last year, aided by contract wins and new product
introductions.

During the quarter, the Company received its first orders on
several recently introduced products, including Surf(x)(TM)
decorative laminates and Endurion(TM) upholstery fabrics.
Surf(x)(TM) laminates are a replacement for high pressure
laminates that offer the added benefit of greater design
flexibility for three-dimensional applications such as rounded
corners and curved edges on office furniture and display
fixtures, and Endurion(TM) fabrics offer comfortable materials
that have long-lasting cleanability and exceptional stain
resistance for heavy-traffic environments in the hospitality and
health care markets.

Performance Chemicals - Net sales during the third quarter of
2002 decreased 9% to $76.1 million versus $83.7 million in the
third quarter of 2001, due to weaker sales in paper coatings
driven by lower print advertising market demand and the closure
of one customer mill due to paper industry consolidation.
Operating profit totaled $3.2 million in the quarter as compared
to operating profit of $8.4 million in the third quarter of
2001. Operating margins were 4.2% for the quarter versus 10.0%
during the same period last year.  Operating profit was
negatively impacted by rapidly escalating raw material costs for
styrene and butadiene, lower average unit selling prices, and
higher health care expenses.  To partially offset raw material
costs, Performance Chemicals has initiated price increases in
the paper and carpet markets which will be phased in over the
next few months.

Sales to the carpet industry increased year over year due to
market share increases and new product introductions.  In the
specialty chemicals markets, sales of polymers to floor care and
coatings customers were up, while other product line sales were
flat to down.

Products introduced in late 2001 are gaining acceptance in
several of Performance Chemicals' markets, including floor care,
carpet and specialties. Some applications utilize the Company's
proprietary and environmentally preferred PolyFox(TM)
fluorochemical technology.

At August 31, 2002, OMNOVA's total debt declined to $148.5
million. The Company also maintains an off-balance sheet
commercial paper program with $52.6 million outstanding.
Interest expense for the quarter declined $2.1 million as
compared to the third quarter of 2001 due to lower average debt
levels and lower interest rates. The Company was in compliance
with all bank covenants at the end of the third quarter and has
obtained an amendment for three quarters on a key financial
covenant to provide the Company with future flexibility.

                           Company Outlook

The Company expects full-year diluted earnings per share from
continuing operations excluding unusual items of $0.07 to $0.12
versus $0.10 in 2001 driven by higher raw material costs and
weak market demand. The previous estimate for 2002 earnings per
share was a range of $0.33-$0.40.

OMNOVA Solutions Inc., is a technology-based company with 2001
sales of $737 million and 2,500 employees worldwide.  OMNOVA is
a major innovator of decorative and functional surfaces,
emulsion polymers and specialty chemicals.

                          *    *    *

As reported in Troubled Company Reporter's March 14, 2002
edition, Fitch Ratings lowered the senior secured debt rating
for OMNOVA Solutions Inc. 'BB+' from 'BBB-'. The ratings have
been removed from Rating Watch Negative and assigned a Stable
Rating Outlook.

Fitch has lowered Omnova's ratings based on the company's
weakened financial position and credit statistics and a concern
that improvement in financial performance may not be sufficient
to justify an investment grade rating. Total debt, defined by
Fitch as balance sheet debt plus accounts receivable backed
commercial paper, has remained high. EBITDA declined slightly in
2001, keeping leverage and interest coverage weak. Although
earnings and credit statistics are expected to improve in 2002,
the resulting improvement could be modest if demand and margin
improvements are not strong. Omnova's ratings are supported by
the company's strong market positions. The company is a leader
in areas such as commercial vinyl wallcovering, vinyl and
urethane fabrics, and styrene-butadiene latex. The Stable Rating
Outlook reflects the likelihood of continued improvement in
Omnova's markets and its earnings. Some improvement in the
Performance Chemicals segment margins has been seen to date.
Margin improvement is expected this year in the Decorative and
Building Products segment.


ONTRO INC: Secures $530,000 in Debt Financing
---------------------------------------------
Ontro, Inc., (Nasdaq: ONTR) has secured $530,000 in debt
financing to provide the Company more time to secure additional
funding to support its continued growth.  Upon Ontro's next
equity financing this debt will automatically convert into Ontro
common stock at a fixed conversion price of $0.50 per share or
the lower price of that subsequent equity financing, which would
have to be approved by shareholders in accordance with the
Marketplace Rules of the Nasdaq Stock Market assuming that the
Company's securities continue to be quoted on The Nasdaq Stock
Market.  As a result of this recent infusion of cash, Ontro's
employees have returned to work following the furloughs
announced on August 23, 2002.

James A. Scudder, President and CEO stated, "These bridge loans
are a step forward as we seek to financially stabilize the
Company and to identify additional investors to support Ontro's
further development."

On September 12, 2002 Ontro's executive management attended a
hearing before a Nasdaq Listing Qualifications Panel to appeal
the Nasdaq Staff's determination to de-list Ontro's securities
from the Nasdaq SmallCap Market and to present Ontro's plan to
maintain its Nasdaq listing.  Ontro is in the process of
implementing this plan as presented to the Panel.

Ontro is a developer of proprietary, patented technology to
produce self-heating beverage containers.  Ontro's container is
similar in size and shape to an ordinary-sized 16-oz. beverage
can.  It is designed to self-heat beverages and foods, anytime,
anywhere; and will contain products like coffee, tea, hot
chocolate and soups for nationwide sale in supermarkets,
convenience stores and specialty retailers.  Ontro has also
begun development of chaffing dishes and other technologies to
provide heating sources to consumers and the food service
industry in order to eliminate the need for a flammable heat
source.


OPTIMARK DATA: TSX Knocks Off Shares for Violating Requirements
---------------------------------------------------------------
Effective at the close of business September 18, 2002, the
common shares of Optimark Data Systems, Inc., were delisted from
TSX Venture Exchange for failing to maintain Exchange Listing
Requirements.  The securities of the Company have been suspended
in excess of twelve months.


PAUL-SON GAMING: Falls Below Nasdaq Continued Listing Standards
---------------------------------------------------------------
Paul-Son Gaming Corporation (Nasdaq:PSON) has received
notification from Nasdaq indicating that Paul-Son's securities
are subject to delisting from the Nasdaq SmallCap Market because
the Staff believes that Paul-Son's combination with
Etablissements Bourgogne et Grasset constitutes a "reverse
merger" under Rule 4330(f) and requires Paul-Son to satisfy
Nasdaq's initial listing requirements in order to remain on the
exchange. On September 16, 2002, Paul-Son's closing bid price
was $3.50 per share, which is below the $4.00 minimum
requirement for initial listing. Further, the Staff indicated in
its letter that because Paul-Son is currently without a third
independent director, Paul-Son does not meet the independent
director and audit committee requirements for continued listing
on Nasdaq under Rules 4350(C) and 4350(d)(2).

In response to the notice, Paul-Son has requested a hearing
before the Nasdaq Listing Qualifications Panel to appeal the
Staff's classification of the combination transaction and to
review the delisting determination. In addition, in light of
Benoit Aucouturier's decision not to become a director, Holding
Wilson, Paul-Son's controlling stockholder, is entitled under
the combination agreement to a fourth nominee to Paul-Son's
board and is currently searching for another individual to serve
on the board of directors who will qualify as an independent
director in accordance with the Nasdaq rules. Paul-Son's common
stock will continue to be traded on the Nasdaq SmallCap Market
pending the outcome of the panel hearing, although there can be
no assurance that the panel will grant Paul-Son's request for
continued listing.

If Paul-Son is not successful on appeal and Nasdaq delists Paul-
Son's securities, Paul-Son will use its best efforts to cause
its common stock to be listed on the Pacific Exchange as
promptly as practicable after any final determination. Paul-Son
currently meets the initial listing criteria for Tier II of the
Pacific Exchange. No assurance can be given, however, that Paul-
Son will be able to list its common stock on the Pacific
Exchange.

Paul-Son is a leading manufacturer and supplier of casino table
game equipment. Paul-Son's products include casino chips,
"plaques" and "jetons" (the European equivalents of casino
chips), table game layouts, playing cards, dice, gaming
furniture (such as roulette wheels, blackjack tables and craps
tables) and other casino table game accessories (such as chip
trays, drop boxes and dealing shoes) to licensed casinos all
over the world.


POLYONE: Weak Fin'l Profile Prompts S&P to Lower Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on PolyOne Corp., to double-
'B'-plus from triple-'B'-minus, citing slower-than-expected
progress in improvement to the financial profile.

Cleveland, Ohio-based PolyOne, with about $2.6 billion of annual
sales and approximately $606 million of outstanding debt, is a
global polymer services company. The outlook is negative.

"The rating action reflects the deterioration in operating and
financial performance stemming from adverse business conditions,
and the likelihood that needed improvement to the financial
profile could take longer than anticipated," said Standard &
Poor's credit analyst Peter Kelly. The continuation of
challenging industry fundamentals has weakened the financial
profile and is likely to limit the improvement anticipated in
the prior rating. Standard & Poor's recognizes the company's
efforts to reduce costs and manage cash flow, as well as recent
modest improvement in earnings.

Ratings incorporate PolyOne's average business profile as a
world leader in performance polymers and services. PolyOne,
formed in August 2000 through the merger of Geon Co. with M.A.
Hanna Co., holds good market positions in vinyl plastic and
rubber compounding, color and additive concentrates, and plastic
resin distribution. Other businesses include specialty resins,
specialty polymer formulations, and engineered films. PolyOne
also holds a 24% interest in the Oxy Vinyls L.P. joint venture
with Occidental Petroleum Corp. and a 50% interest in the
Sunbelt chlor-alkali joint venture with Olin Corp. Oxy Vinyls is
a large North American producer of polyvinyl chloride and vinyl
chloride monomer.

Although operations are predominantly based in North America,
additional acquisitions and alliances should build on an
expanding global platform. Competitive markets limit pricing
power, and earnings are sensitive to volatility in raw material
costs and economic cycles. Profitability and cash flow have been
constrained by weak demand in key customer end markets stemming
from the economic downturn and soft PVC resin margins. Operating
margins (before depreciation and amortization), which are
influenced to some extent by the low-margin distribution
business, have declined to the mid-single digits. Still, the
company's efforts to reduce costs and build on operational
synergies provide an opportunity to improve profitability.

The capital structure of PolyOne is somewhat stretched for the
rating category, and credit protection measures are weak. The
ratio of total debt (adjusted for joint venture debt, the sale
of receivables, and the capitalization of operating leases) to
EBITDA is over 5 times and the ratio of funds from operations to
adjusted debt is near 10%. These key credit ratios are expected
to modestly improve in the next one to two years, aided by a
gradual recovery in business conditions and operational
performance. During the business cycle, funds from operations to
debt should average 25%, and debt to EBITDA should average less
than 3.0x. Accordingly, the ratings are based on the expectation
that share repurchases, capital spending, and debt-financed
acquisitions will be limited until key credit protection
measures are improved.

The ratings could be lowered if an expected improvement in the
economy fails to materialize or other strategic actions impair
the firm's ability to restore credit protection measures to
targeted levels in the intermediate term.


PURCHASEPRO: Fails to Meet Nasdaq Minimum Listing Requirements
--------------------------------------------------------------
PurchasePro (Nasdaq:PROEQ) said that the company received a
Nasdaq Staff Determination indicating that the company fails to
comply with Nasdaq's bid price requirements for continued
listing set forth in Marketplace Rule 4310(c)(04) and as such is
subject to delisting from the Nasdaq SmallCap Market.

PurchasePro(R), http://www.purchasepro.com, is a B2B e-commerce
leader with the objective of providing software to enable
enterprises of all sizes to gain universal access to the world's
largest commerce network. Founded in 1996, PurchasePro provides
electronic procurement and strategic sourcing solutions to
businesses worldwide.


RELIANT RESOURCES: Fitch Cuts Senior Unsecured Debt Rating to BB
----------------------------------------------------------------
Reliant Resources, Inc.'s senior unsecured debt rating has been
downgraded to 'BB' from 'BBB-' by Fitch Ratings. In addition,
RRI's short-term commercial paper rating is lowered to 'B' from
'F3' and is withdrawn as the program has not been utilized by
RRI. RRI's senior unsecured debt rating remains on Rating Watch
Negative.

The rating action reflects Fitch's growing concern over RRI's
ability to successfully refinance near term maturing bank debt
on an unsecured basis, including $2.9 billion of bridge
financing that was used to acquire the assets of Orion Power
Holdings, whose value and ability to upstream free cash flow to
RRI have been significantly reduced in the current bank market
environment. In addition, the downgrade incorporates the
expectation for further erosion in RRI's consolidated credit
measures primarily due to continued weakness in the financial
performance of RRI's wholesale energy merchant business.

Fitch is maintaining the Rating Watch Negative status on RRI
pending the successful refinancing of the ORN bridge loan, due
February 2003, as well as $1.3 billion of ORN subsidiary level
secured net bank debt maturing in October and December 2002.
Given current market conditions, Fitch believes that there is a
growing likelihood that the $2.9 billion ORN bridge loan will
ultimately be refinanced on a secured rather than unsecured
basis. In addition, RRI's corporate level debt includes $1.6
billion of revolving credit facilities which, while maturing in
August 2003 and August 2004, would have to be secured on an
equal and ratable basis according to existing documentation. The
resolution of the Rating Watch will thus also focus on the
collateral values available at the corporate level to satisfy a
potential new class of secured creditors.

The performance of RRI's wholesale energy merchant segment
continues to be negatively impacted by lower trading margins and
depressed electric commodity prices across most U.S. regions.
Although ongoing cost reduction efforts and stronger than
expected performance at RRI's Texas retail business have offset
a portion of this shortfall, Fitch nonetheless anticipates that
near-term consolidated credit measures will drop below
investment grade parameters. Specifically, Fitch now expects
cash interest coverage to approximate 2.5x in 2003 and remain at
or below 3.0x through 2005. Given that RRI's wholesale
generation business does not currently benefit from a
substantial hedge position after 2003, further volatility in
credit measures is possible as existing above market hedges roll
off.

RRI is currently in the process of seeking a three-year
extension to the outstanding ORN subsidiary level secured bank
debt which consists of two separate term loan/revolving credit
facilities at Orion Power New York, L.P. ($442 million, offset
by $200 million of trapped cash) and Orion Power Midwest, L.P.
($1.06 billion). In addition to a first lien on approximately
5,900 MW of generating capacity (about 27% of RRI's overall
portfolio), the proposed structure substantially restricts RRI's
ability to extract excess cash generated by these assets for
debt service at the corporate level. RRI's original financing
plans contemplated a refunding of these facilities on an
unsecured basis at the corporate level in order to remove these
structural impediments. The current ratings for RRI are
predicated on successful completion of the ORN subsidiary bank
debt refinancing on terms broadly in line with those outlined to
Fitch - the agency will continue to monitor for progress with
both ORN and wider corporate refinancing programs.


SAFETY-KLEEN: Court Approves Cendian Transportation Agreement
-------------------------------------------------------------
Safety-Kleen Services Inc., obtained the Court's authority to
enter into a master agreement and related agreements with
Cendian Corporation, pursuant to which Cendian will provide an
array of services to the Debtors in connection with the
transportation and handling of the Debtors' chemicals and waste
materials, including waste originating from the Debtors'
customers.

The significant terms and conditions of the Agreements are:

     (a) Services:

         Cendian will coordinate and manage the pick-up and
         delivery of certain of the Debtors' chemical and
         waste materials and products -- including materials
         transported to and from the Debtors' customers.

     (b) Operational Control:

         The Debtors will always have the ultimate
         decision-making authority with respect to any
         Transportation Services Cendian arranges.

     (c) Shipment Documentation and Monitoring:

         Cendian will be responsible for monitoring all
         shipments, and, based on shipment data provided
         by the Debtors, ensuring that all shipping
         documents comply with applicable legal and
         regulatory guidelines.

     (d) Transportation Service Provider Management and
         Freight Payments:

         Cendian will handle day-today logistics and
         coordinate with the transportation service
         providers.  Cendian will be directly responsible
         to pay for transportation services pursuant to
         the terms and conditions that exist between
         Cendian and the transportation service provider.
         The Debtors will have no payment obligations to
         any transportation service provider utilized by
         Cendian.

     (e) Environmental Covenant:

         Cendian will require its agents and subcontractors,
         including its transportation service providers, to
         comply with all environmental laws.

     (f) Term:

         The Agreements are for an initial term of two
         years and 90 days and automatically renew for
         one year terms, unless either party notifies the
         other party on 90 days' written notice of its
         desire not to renew the Agreement beyond the
         initial or renewal terms.

     (g) Pricing:

         The Debtors will utilize Cendian for substantially
         all of its transportation requirements covered by
         the Agreement.  The rate schedules Cendian will
         charge are based on the Debtors' historic weighted
         averages of supplier costs, less certain savings
         amounts granted by Cendian. It is anticipated that
         under the Agreements, the Debtors will save
         $3,400,000 in year one and $4,800,000 in year two
         in transportation costs.  The actual pricing is
         under seal.

     (h) Implementation Costs:

         Cendian will bear the first $20,000 of its reasonable
         and actual out-of-pocket expenses related to travel,
         meals, lodging and similar expenses it incurs during
         the transition period, which is expected to be 90 days.
         The Debtors will pay Cendian for 100% of Cendian's
         reasonable and actual T & E Expenses during the
         transition period to the extent the expenses are
         between $20,000 and $40,000; to the extent expenses
         exceed $40,000 the Debtors will pay 50% of the expenses
         if agreed in writing.

     (i) Indemnification:

         Services will indemnify Cendian from any losses
         Cendian may suffer, resulting from any third party
         claim:

         (1) that the Debtors infringed upon the proprietary
             or other right of any third party;

         (2) relating to the Debtors' contractual duties or
             obligations to third parties;

         (3) relating to tax obligations of the Debtors;

         (4) relating to personal injury or property loss or
             damage, resulting from the Debtors' acts or
             omissions;

         (5) relating to the Debtors' breach of confidential
             information;

         (6) relating to any environmental claims or
             liabilities whatsoever, including superfund
             liabilities, arising prior to the effective date
             of the Agreements;

         (7) relating to any failure by the Debtors to
             comply with the Federal Hazardous Materials
             laws and regulations;

         (8) relating to any contact with, exposure to, or
             release of hazardous materials resulting from
             improper packaging, marking, labeling,
             placarding, loading, or unloading of hazardous
             materials or improper other acts or omissions
             of the Debtors, their employees, agents, or
             representatives; and

         (9) relating to losses caused by any incomplete,
             incorrect, or misrepresented information the
             Debtors provide to Cendian, to the extent the
             losses are caused by the incomplete, incorrect,
             or misrepresented information.  In addition,
             Cendian has agreed to indemnify the Debtors
             under certain circumstances. (Safety-Kleen
             Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
             Service, Inc., 609/392-0900)


SHEFFIELD PHARMACEUTICALS: Gets Extension to Meet AMEX Criteria
---------------------------------------------------------------
Sheffield Pharmaceuticals, Inc., (Amex: SHM) has received
notification from the American Stock Exchange of the continued
listing of its common stock pursuant to an extension granted by
the Exchange.  This extension was granted based on a plan
submitted by Sheffield advising the Exchange of the action the
Company would be taking to bring it into compliance with the
continued listing standards.

The Company currently does not satisfy the Exchange's continued
listing standards as set forth in the following sections of the
Amex Company Guide: Section 1003(a)(i) which is that a listed
company having sustained losses from continuing operations
and/or net losses in two of its three most recent years have
stockholders' equity of at least $2 million, Section 1003(a)(ii)
which is that a listed company having sustained losses from
continuing operations and/or net losses in three of its four
most recent years have stockholders' equity of at least $4
million, and Section(a)(iii) which is that a listed company
having sustained losses from continuing operations and/or net
losses in its five most recent years have stockholders' equity
of at least $6 million.  On September 11, 2002 the Exchange
notified Sheffield that it had accepted its plan of compliance
and granted Sheffield an extension through the 2002 year-end
reporting period to regain compliance with the continued listing
standards.  The Company will be subject to periodic review by
the Exchange staff during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with
the continued listing standards by the end of the extension
period could result in the Company being delisted from the
American Stock Exchange.

Sheffield Pharmaceuticals, Inc., provides innovative, cost-
effective pharmaceutical therapies by combining state-of-the-art
pulmonary drug delivery technologies with existing and emerging
therapeutic agents.  Sheffield is developing a range of products
to treat respiratory and systemic diseases using pressurized
metered dose, solution-based and dry powder inhaler and
formulation technologies, including its proprietary Premaire(R)
Delivery System and Tempo(TM) Inhaler.  Sheffield focuses on
improving clinical outcomes with patient-friendly alternatives
to inconvenient or sub-optimal methods of drug administration.
Investors can learn more about Sheffield Pharmaceuticals on its
Web site at http://www.sheffieldpharm.com


SLI INC: Creditors' Meeting to Convene on October 10, 2002
----------------------------------------------------------
The United States Trustee will convene a meeting of SLI, Inc.
and its debtor-affiliates' creditors on October 10, 2002, at
10:00 a.m.  The meeting will be held at Room 2112, 2nd Floor, J.
Caleb Boggs Federal Building, 844 King Street, Wilmington,
Delaware 19801.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

SLI, Inc. and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, which includes lamps, fixtures and ballasts. The
Company filed for chapter 11 protection on September 9, 2002 in
the U.S. Bankruptcy Court for the District of Delaware. Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $830,684,000 in
total assets and $721,199,000 in total debts.


SPARTAN STORES: Dismisses 34 Grocery Managers to Reduce Costs
-------------------------------------------------------------
In its effort to further cut down on costs, Spartan Stores has
sacked 34 grocery store managers, F&D Reports said. This number
excludes about 400 more positions to be eliminated when 10
stores will be padlocked next month.

As previously reported, Standard & Poor's assigned its single-
'B' rating to Spartan Stores Inc.'s planned $200 million senior
subordinated note offering due in 2012. These notes will be used
to refinance a portion of the company's senior secured debt. The
company operates retail food stores and is a wholesale food
distributor. A double-'B'-minus corporate credit rating was also
assigned to Grand Rapids, Michigan-based Spartan. The outlook is
negative. Pro forma total debt is expected to be about $330
million.


SPECTRASITE HOLDINGS: Names CEO Stephen Clark as Board Chairman
---------------------------------------------------------------
SpectraSite Holdings, Inc. (NASDAQ: SITE), one of the largest
wireless tower operators in the United States, announced that
Stephen H. Clark, Chief Executive Officer and founder of
SpectraSite Holdings, Inc., has been named Chairman of the
Board.

Timothy G. Biltz, the Company's Chief Operating Officer, and
David P. Tomick, the Company's Chief Financial Officer, also
have been named to the Board of Directors. In addition to
Messrs. Clark, Biltz and Tomick the remainder of the Board
consists of Calvin Payne, President of SpectraSite's Network
Services division, and Steven Shindler, Chief Executive Officer
of Nextel, International, Inc. These new appointments follow the
resignations of Lawrence Sorrel, Thomas McInerney, James
Matthews, Timothy Donahue, Michael Price and Edgar Reynolds from
the Board.

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.

                             *    *    *

As reported in Troubled Company Reporter's Wednesday Edition,
SpectraSite Holdings began 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: S&P Drops Corporate Credit Rating to SD
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cary, North Carolina-based tower operator SpectraSite
Holdings Inc., to 'SD' from double-'C', following the company's
announcement that it has missed its interest payment on its $200
million 10.75% senior note due 2010. The rating on this senior
debt issue was lowered to 'D' from single-'C'.

The single-'C' rating on the other senior unsecured debt issues
remain on CreditWatch with negative implications. The company
announced it is pursuing a restructuring of its public debt.

"Upon completion of such an exchange, the affected debt would be
lowered to 'D'," Standard & Poor's credit analyst Catharine
Cosentino said. "The double-'C' rating on subsidiary SpectraSite
Communications Inc.'s secured bank loan remains on CreditWatch
with negative implications, reflecting the continued risk of a
bankruptcy filing by the company." Standard & Poor's also said
that if SpectraSite is successful in its debt restructuring,
Standard & Poor's will review the rating on the bank loan as
part of its reassessment of the company, which will have a
significantly less leveraged capital structure.

As of June 30, 2002, the company had about $2.5 billion of debt
outstanding.


SUPERIOR TELECOM: Inks Asset Sale Agreement with Alpine Group
-------------------------------------------------------------
The Alpine Group, Inc., (OTC Bulletin Board: ALPG) has entered
into a letter of intent to purchase certain assets from Superior
TeleCom Inc. (OTC Bulletin Board: SRTO), including Superior's
electrical wire business, DNE Systems, Inc. and its 51% equity
interest in Superior Cables, Ltd., for a purchase price of $85
million in cash plus assumed liabilities and a warrant to
Superior to purchase 20% of the common stock of the entity to be
formed by Alpine to own and operate the electrical wire
business.  The Alpine Group, Inc. owns approximately 49% of the
issued and outstanding capital stock of Superior.  The
completion of the sale is expected prior to November 30, 2002
and is subject to certain conditions, including completion of a
process implemented by a Special Committee of independent
directors of the Board of Directors of Superior to solicit the
interest of other potential purchasers of the assets proposed to
be sold by Superior to Alpine, the execution and completion of a
definitive purchase agreement and certain regulatory matters.

Approval of the sale was contained within an amendment to
Superior's senior secured bank credit agreement, which also
included a substantial reduction in principal amortization and
adjustments to financial covenant requirements for Superior
through 2003.

Steven S. Elbaum, who is Chairman and Chief Executive Officer of
Superior, as well as Chairman and Chief Executive Officer of
Alpine, will resign as Chief Executive Officer of Superior
effective on December 31, 2002 or upon the earlier appointment
of a successor.  Thereafter, Mr. Elbaum will continue as
Superior's Chairman.  Mr. Elbaum's resignation will allow him to
commit more time to managing Alpine's business, including the
assets to be acquired from Superior.

Steven S. Elbaum stated that "[Wednes]day's announcement
encompasses the result of several months of careful review, by
Alpine, Superior and the steering committee acting under
Superior's senior credit agreement and their respective
advisors.  The credit agreement amendment creates further
financial flexibility for Superior as it operates through the
economic and telecom downturn.

"The asset sale is also a positive step for Alpine, Superior and
the businesses to be sold, as well as their respective customers
and employees. Superior should realize approximately $120
million in cash from the sale, including estimated cash tax
benefits, which will result in a deleveraging and will improve
2003 cash flow through an approximate $8 million reduction in
annual interest expense.  For the electrical wire business, the
sale paves the way for a significant additional investment of
capital to complete the restructuring of the business and
improve its competitiveness and market position.

"My resignation as Chief Executive Officer will allow me to
devote more of my time to Alpine's activities, including
management of the acquired businesses.  As Chairman of Superior,
I will continue to be involved at the Board level in the
development of Superior's longer-term business and financial
strategy.

The Alpine Group, Inc., headquartered in New Jersey, is a
holding company for the operations of Superior TeleCom Inc. (OTC
Bulletin Board: SRTO), Alpine's consolidated subsidiary, which
is the largest North American wire and cable manufacturer and
among the largest wire and cable manufacturers in the world.
Superior TeleCom manufactures a broad portfolio of products with
primary applications in the communications, original equipment
manufacturer and electrical wire and cable markets.  It is a
leading manufacturer and supplier of communications wire and
cable products to telephone companies, distributors and system
integrators; magnet wire and electrical insulation materials for
motors, transformers and electrical controls; and building and
industrial wire for applications in, construction, appliances,
recreational vehicles and industrial facilities.

                          *    *   *

As reported in Troubled Company Reporter's Sept. 2, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit, senior secured, and subordinated debt ratings
on cable and wire manufacturer Superior Telecom Inc., due to the
company's insufficient liquidity, which increases the likelihood
of the company defaulting under a burdensome 2003 debt
amortization schedule.

Standard & Poor's corporate credit rating on Superior Telecom
was lowered to triple-'C' from single-'B'-minus. The current
outlook is negative. The company has approximately $1.2 billon
in debt.


SUPERIOR TELECOM: Inks Major Amendment to Bank Credit Agreement
---------------------------------------------------------------
Superior TeleCom Inc., (OTC: SRTO.OB) has entered into a major
amendment to its principal senior secured bank credit agreement.
The amendment includes a substantial reduction in principal
amortization and adjustments to financial covenant requirements
through 2003 and approval, subject to certain conditions, of a
sale of assets comprising Superior's electrical wire business,
its defense electronics subsidiary (DNE Systems, Inc.) and its
51% equity interest in Superior Cables, Ltd., an Israeli based
wire and cable producer, to The Alpine Group, Inc.  The Company
also announced that it has entered into a commitment letter with
GE Commercial Finance for a multi-year, $160 million accounts
receivables securitization financing that will replace the
Company's current receivables securitization financing facility
which is due to expire on October 31, 2002.

David Aldridge, Superior's Chief Financial Officer, stated that
"the amendment to the senior secured bank credit facility should
have a substantial positive impact on the Company's prospective
liquidity and cash flow by eliminating all scheduled term loan
principal amortization requirements for the balance of 2002 and
for the first six months of 2003.  Principal amortization for
the second six months of 2003 has also been rescheduled and
reduced to $35 million in the aggregate.  In total, scheduled
principal amortization requirements through December 2003 have
been reduced by more than $225 million as compared to existing
principal amortization requirements.  The Company is required to
make a $50 million term loan amortization payment on January 15,
2003 if holders of the Company's $200 million subordinated notes
do not agree to continue to receive non-cash interest on the
subordinated notes through 2003. The two senior subordinated
note holders are currently receiving non-cash interest and we
expect to commence discussions with these note holders shortly.
The amendment includes an acceleration of the maturity to May
2004 of all amounts outstanding under the credit facility;
however, we anticipate that this time frame should allow the
Company sufficient time to implement a refinancing or
recapitalization plan prior to May 2004."

In addition, the Company also announced that it has entered into
a letter of intent to sell certain assets to The Alpine Group,
Inc., including its electrical wire business, DNE Systems, Inc.,
and its 51% equity interest in Superior Cables, Ltd., for a
purchase price of $85 million in cash plus assumed liabilities
and a warrant to Superior to purchase 20% of the common stock of
the entity to be formed by Alpine to own and operate the
electrical wire business.  The Alpine Group, Inc., owns
approximately 49% of the issued and outstanding capital stock of
Superior.  A completion of the sale prior to December 31, 2002
is expected to generate an additional $30-$35 million in related
tax benefits to be realized in cash by Superior in 2003.  As a
result, approximately $120 million in aggregate cash proceeds
(including tax benefits) are expected to be generated from the
sale of assets and used to repay borrowings under the Company's
accounts receivable securitization facility and its senior
secured financing facility.  The completion of the sale is
expected prior to November 30, 2002 and is subject to certain
conditions, including completion of a process implemented by a
Special Committee of independent directors of the Board of
Directors of Superior to solicit the interest of other potential
purchasers of the assets proposed to be sold by Superior to
Alpine, the execution and completion of a definitive purchase
agreement and certain regulatory matters.

Steven S. Elbaum, who is Chairman and Chief Executive Officer of
Superior, as well as Chairman and Chief Executive Officer of
Alpine, will resign as Chief Executive Officer of Superior
effective on December 31, 2002 or upon the earlier appointment
of a successor.  Thereafter, Mr. Elbaum will continue as
Superior's Chairman.  Mr. Elbaum's resignation will allow him to
commit more time to managing Alpine's business, including the
assets to be acquired from Superior.  The Board of Superior will
commence a search process for a successor through a nationally
recognized firm.

Steven S. Elbaum stated that "[Wednes]day's announcement
encompasses the result of several months of careful review, by
Superior and the steering committee acting under its senior
credit agreement and their respective advisors, of a range of
alternatives available to Superior and consideration of the
interests of all stakeholders.  The amendment creates further
financial flexibility for Superior as it operates through the
economic and telecom downturn and it positions an asset sale of
non-core businesses that results in a substantial deleveraging
and captures significant tax benefits that would not be
available post year-end.  I am pleased that we were successful
in securing broad support from the bank group for the amendment,
which is in the best interests of all stakeholders. The
amendment enhances Superior's liquidity and its ability to
invest in its business, as well as maintain and extend a
leadership position in its core magnet wire and communications
cable sectors.

"The asset sale is also a positive step for both Superior and
the businesses to be sold, as well as their respective customers
and employees. Superior should realize approximately $120
million in cash from the sale, including estimated cash tax
benefits, which will result in a deleveraging and will improve
2003 cash flow through an approximate $8 million reduction in
annual interest expense.  For the electrical wire business, the
sale paves the way for a significant additional investment of
capital to complete the restructuring of the business and
improve its competitiveness and market position. The long-term
benefits of a further investment in the electrical wire business
will accrue proportionately to Superior through its 20% equity
warrant.  Superior will also be able to focus all of its
attention and resources on its two core and profitable business
segments and position these businesses for revenue and
profitability growth when overall economic and industry
conditions improve.

"My resignation as Chief Executive Officer will allow me to
devote more of my time to Alpine's activities, including
management of the acquired businesses, and permit a smooth
succession to an experienced Chief Executive Officer at Superior
through a planned search process.  As Chairman, I will continue
to be involved at the Board level and expect to add value as
Superior develops its longer-term business and financial
strategy.  I have every confidence in Superior's management and
the strength of its business units' leadership in product
quality and performance, as well as customer service."

Superior TeleCom Inc. is the largest North American wire and
cable manufacturer and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio with primary applications in the communications,
original equipment manufacturer (OEM) and electrical wire and
cable markets.  The company is a leading manufacturer and
supplier of communications wire and cable products to telephone
companies, distributors and system integrators; magnet wire for
motors, transformers, generators and electrical controls; and
building and industrial wire for applications in construction,
appliances, recreational vehicles and industrial facilities. The
Company's web site is at www.superioressex.com .


SYMPHONY TELECOM: Rescinds Proposed Merger Deal with Crazy Toyz
---------------------------------------------------------------
Symphony Telecom (OTCBB:SYPY) has rescinded its proposed merger
deal with Crazy Toys, Inc.  On July 31, 2002 the Company had
announced that it entered into a letter of intent to acquire
100% of Crazy Toyz Inc., a privately held company, in the
specialty-retailing sector.

The two companies have failed to agree on the final terms of the
merger and have decided to walk away from the deal. Symphony
Telecom Corp., is still in discussions with the prospective key
executives and continues to seek potential merger and or
acquisition candidates. The announced 40:1 roll back will
proceed as announced. Symphony expects to announce a
restructuring soon, which will bring it much of the anticipated
executive management and financial strength that the Company
sought to gain through the proposed merger.

Symphony Telecom Corp is positioning itself to become one of
North America's foremost Integrated Communications Providers
leveraging emerging technologies over the increasingly global
and high speed Next-Generation Internet to deliver a user
friendly array of packet based voice and data services centered
on wired and wireless broadband.

Symphony Telecom's March 31, 2002 balance sheets show that its
total current liabilities eclipsed its total current assets by
about $0.6 million. For more information about the Company,
visit http://www.symphony.net


TANGER FACTORY: S&P Affirms BB+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'-plus
corporate credit rating on Tanger Factory Outlet Centers Inc.
and its operating partnership, Tanger Properties L.P. At the
same time, the double-'B'-plus senior unsecured rating and the
double-'B'-minus preferred stock rating were affirmed. The
outlook is stable.

The ratings acknowledge Tanger's success to date in
repositioning its portfolio toward a more upscale tenancy base,
and reflect the company's established business position, solid
operating profitability, and improving same-space sales
performance. These strengths are offset by the company's lower
debt coverage measures, moderate encumbrance levels, and
relatively small (and highly concentrated) portfolio.

Greensboro, North Carolina-based Tanger is an equity umbrella
partnership REIT that is engaged in the management, acquisition,
development, and construction of retail factory outlet centers.
The company presently operates 30 factory outlet centers
containing more than five million square feet in 21 states
throughout the U.S. The portfolio is characterized by properties
with generally secondary locations, middle-income retail focus,
and average sales performance compared to its industry peers.
However, the company has to date experienced moderate success in
repositioning its portfolio towards a more upscale tenancy base,
while increasing traffic and average sales per square foot.
While the portfolio's small size results in high single-asset
concentration (the top five, more productive, assets account for
roughly half of portfolio net operating income (NOI)), occupancy
has historically been stable (six year average of 96%), and
property level returns have been solid (roughly 13%). The
company completed one new development project this year, and one
acquisition (funded with disposition proceeds and common equity
issuance), but it is expected that near-term future growth will
be based mostly on the expansion of existing centers with the
potential for modest acquisition activity.

Leverage remains relatively high at 79.8% of book-value capital
as of June 30, 2002 (but in the 50% to 55% range on a Standard &
Poor's value-adjusted basis), and is expected to remain at this
level through 2003. Bank-line usage, which has historically been
high, decreased to a more moderate 30% range, due to reductions
from the proceeds of financings over the prior 18 months. Usage
is expected to remain fairly moderate in the near-term, as the
company has no near-term development activity planned.

Profitability measures continue to be solid at both the
corporate and the property level. Debt service and fixed-charge
coverage measures improved to 2.1 times and 2.0x, respectively,
through June 2002, from year-end 2001 lows, reversing a steady
four year decline. Coverage measures are expected to continue to
increase modestly over the next year, supported by the
contribution of new cash flow generated by recently developed
and expanded space, the recent acquisition and the common equity
issuance. Sustainable improvements in coverage measures would be
viewed favorably by Standard & Poor's. Recent same-store sales
trends have been positive. The resulting decline in occupancy
costs, to 7% currently, does provide support for Tanger's near-
term leasing prospects.

Financial flexibility is adequate for the current rating, but
somewhat weak due to higher debt costs and encumbrance levels.
The company will need to carefully manage its encumbrance in
order to remain below 50% of encumbered NOI, otherwise Standard
& Poor's will be required to notch the senior unsecured rating
down from the corporate credit rating. Current encumbrance
levels, however, remain acceptable for the current rating with
mortgage debt to total assets (depreciated book) at roughly 30%,
and encumbered NOI at around 43% (including the recent,
unencumbered Kensington acquisition), and management appears
committed to limiting the amount of encumbered NOI below 50%.
Tanger maintains access to roughly $75 million in total
unsecured line capacity through three separate facilities,
roughly $55 million of which is currently available. Standard &
Poor's estimates that after all other obligations, Tanger is
covering its common dividend by roughly 1.10x.

                        Outlook: Stable

Standard & Poor's acknowledges the success to date in
management's ongoing pruning and repositioning of the portfolio.
The bulk of Tanger's portfolio should continue to demonstrate
relatively stable occupancy and solid operating profitability,
as near-term lease expiration and debt maturity schedules are
manageable. Standard & Poor's expects the company to continue to
carefully manage portfolio encumbrance levels in light of
Standard & Poor's notching requirements.


TRANSCARE: Asks Court to Appoint BSI as Claims & Notice Agents
--------------------------------------------------------------
TransCare Corporation and its debtor-affiliates ask for approval
from the U.S. Bankruptcy Court for the Southern District of New
York to appoint Bankruptcy Services, LLC as the notice and
claims agent in the Company's chapter 11 cases.

Although the Debtors have not yet filed their schedules of
assets and liabilities, they anticipate that there will be
significantly over 1,000 entities which will be required to be
served with the various notices, pleadings and other documents.

The Debtors submit that the most effective and efficient manner
to accomplish the process of noticing these creditors and to
transmit, receive, docket, maintain, photocopy and microfilm
claims, is for the Debtors to engage an independent third party
to act as an agent of the Court.

At the Debtors' or the Clerk's Office's request, BSI will:

      a) relieve the Clerk's Office of all noticing under any
         applicable rule of bankruptcy procedure;

      b) file with the Clerk's Office a certificate of service,
         within 10 days after each service, which includes a copy
         of the notice, a list of persons to whom it was mailed
         (in alphabetical order), and the date mailed;

      c) maintain an up-to-date mailing list for all entities
         that have requested service of pleadings in this case,
         which list shall be available upon request of the
         Clerk's Office;

      d) comply with applicable state, municipal and local laws
         and rules, orders, regulations and requirements of
         Federal Government Departments and Bureaus;

      e) assist the Debtors in preparation of schedules of assets
         and liabilities;

      f) relieve the Clerk's Office of all noticing under any
         applicable rule of bankruptcy procedure relating to the
         institution of a claims bar date and processing of
         claims;

      g) at any time, upon request, satisfying the Court that the
         Claims Agent has the capability to efficiently and
         effectively notice, docket and maintain proofs of claim;

      h) furnish a notice of bar date approved by the Court for
         the filing of a proof of claim and a form for filing a
         proof of claim to each creditor notified of the filing;

      i) maintain all proofs of claim filed;

      j) maintain an official claims register by docketing all
         proofs of claim on a register;

      k) maintain the original proofs of claim in correct claim
         number order, in an environmentally secure area, and
         protecting the integrity of these original documents
         from theft and/or alteration;

      l) transmit to the Clerk's Office an official copy of the
         claims register on a monthly basis, unless requested in
         writing by the Clerk's office on a more/less frequent
         basis;

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

      n) be open to the public for examination of the original
         proofs of claim without charge during regular business
         hours;

      o) record all transfers of claims pursuant to Bankruptcy
         Rule 3001(e) and provide notice of the transfer as
         required by Bankruptcy Rule 3001(e);

      p) record court orders concerning claims resolution;

      q) make all original documents available to the Clerk's
         Office on an expedited, immediate basis; and

      r) promptly comply with such further conditions and
         requirements as the Clerk's Office may hereafter
         prescribe.

The Debtors also request that the Court release all filed claims
directly to BSI. The Debtors' counsel will provide the Court
with the necessary supplies to ship the claims to BSI.

BSI will charge the Debtors on their customary hourly
professional fees:

           Kathy Gerber            $195 per hour
           Senior Consultants      $175 per hour
           Programmer              $125 - $150 per hour
           Associate               $125 per hour
           Data Entry/Clerical     $40 - $60 per hour

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


UNIROYAL TECH: Sterling Gets OK to Pay Critical Subcontractors
--------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware allowing Sterling Semiconductor, Inc., one
of the debtors, to pay the uncontested amounts owed to its
Critical Subcontractors.

Sterling is a party to two contracts with the United States Air
Force/Air Force Materiel Command, one under a Title III program
and the other under an SBIR program, to provide materials and
research projects regarding silicon carbide substrates to the
Air Force.

The Government Contracts require Sterling to pay the
subcontractors it hires before billing the Air Force. Certain
subcontractors extended credit to Sterling prior to the Petition
Date. Accordingly, Sterling owes these subcontractors
approximately $350,000 in connection with services performed
pursuant to the Government Contracts.

The Air Force has refused to release any additional monies it
owes to Sterling under the Government Contracts until Sterling
is current under its terms with the Critical Subcontractors. The
Air Force has, however, indicated its intent to release
approximately $79,000 of the remaining amounts due to Sterling
under the Government Contracts conditioned upon Sterling's
payment to the Critical Subcontractors. Additionally, Sterling
will be entitled to bill the Air Force under the Government
Contracts an additional $380,000.

The Court determined that such a payment will preserve existing
contractual commitments that the Air Force has with Sterling,
which will result in a projected revenue of $9 million for the
Debtors' estates over the next twelve months, and which
commitments represent Sterling's largest asset.

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


US AIRWAYS: Asks Court to Fix November 4, 2002 Claims Bar Date
--------------------------------------------------------------
US Airways Group asks Judge Mitchell to establish:

   (a) November 4, 2002 as the deadline, or General Bar Date, for
       all entities holding or wishing to assert a claim against
       the Debtors to file a Proof of Claim;

   (b) an Amended Bar Date -- the later of the General Bar Date
       or 30 days after a claimant is served with notice that the
       Debtors have amended their schedules of assets and
       liabilities reducing, deleting, or changing the status of
       a scheduled claim -- as the deadline for filing a proof of
       claim necessitated by the Debtors amending their
       Schedules;

   (c) except as set forth in an order authorizing rejection of
       an executory contract or unexpired lease, the later of the
       General Bar Date or 30 days after the effective date of
       any order authorizing the rejection of an executory
       contract or unexpired lease, or the Rejection Bar Date, as
       the bar date by which a proof of claim regarding Debtors'
       rejection of the contract or lease must be filed; and

   (d) February 7, 2003 as the deadline for all governmental
       units, as defined in section 101(27) of the Bankruptcy
       Code, to file a proof of claim in these cases.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, asserts that the facts justify setting the Bar Dates at
this time.  The Debtors will file their Schedules of Assets and
Liabilities and Statements of Financial Affairs by September 25,
2002.  The Debtors have made significant progress in their
evaluation of various strategic alternatives.  To develop a
comprehensive, viable plan of reorganization, the Debtors will
require complete and accurate information about the nature,
amount and status of all Claims that will be asserted.  As the
Debtors have stated publicly to all parties-in-interest, their
goal is to emerge from bankruptcy by December 31, 2002, or
earlier.  Establishment of Bar Dates at this time will advance
the process.

The Debtors intend to file a plan of reorganization and
disclosure statement before termination of exclusivity. The
requested General Bar Date should allow the Debtors to ascertain
the number and amount of claims in various classes and finalize
the terms of a plan of reorganization and disclosure statement
prior to solicitation of votes.

The Bar Dates would apply to all entities holding Claims against
the Debtors -- whether secured, priority or unsecured -- that
arose prior to the Petition Date, including:

    a. Any Person or Entity whose Claim is listed as
       "disputed," "contingent," or "unliquidated" and that
       desires to participate in any of these Chapter 11 cases
       or share in any distribution in these Chapter 11 cases;

    b. Any Person or Entity whose Claim is improperly classified
       in the Schedules or is listed in an incorrect amount and
       that desires to have its Claim allowed in a
       classification or amount other than set forth in the
       Schedules; and

    c. Any Person or Entity whose Claim against a Debtor is not
       listed in the applicable Debtors' Schedules.

Parties that need not file proofs of claim are:

    1. Any Person or Entity that agrees with the nature,
       classification, and amount of the Claim set forth in the
       Schedules and whose Claim against a Debtor is not listed
       as "disputed," "contingent," or "unliquidated" in the
       Schedules;

    2. Any Person or Entity that has already properly filed a
       proof of claim against the correct Debtor;

    3. Any Person or Entity asserting a Claim allowable under
       Sections 503(b) and 507(a)(1) of the Bankruptcy Code as an
       administrative expense of the Debtors' Chapter 11 cases;

    4. Any of the Debtors or any direct or indirect subsidiary of
       any of the Debtors that hold Claims against one or more of
       the other Debtors;

    5. Any Person or Entity whose Claim against a Debtor
       previously has been allowed by, or paid pursuant to, an
       order of the Bankruptcy Court; and

    6. Any holder of equity securities of the Debtors with
       respect to the holder's ownership interest in or
       possession of equity securities, provided, that any
       holders who wish to assert a Claim against any of the
       Debtors based on transactions in the Debtors' securities,
       including, but not limited to, Claims for damages based on
       the purchase or sale of such securities, must file a proof
       of claim on or prior to the General Bar Date.

Mr. Butler emphasizes that the Debtors intend to retain the
right to dispute, or assert offsets or defenses against any
filed Claim or any Claim listed or reflected in the Schedules as
to nature, amount, liability, classification, or otherwise.  The
Debtors also retain the right to designate any Claim as
disputed, contingent, or unliquidated.  However, if the Debtors
amend the Schedules to reduce the undisputed, non-contingent,
and liquidated amounts or to change the nature or classification
of a Claim, then the affected claimant will have until the
Amended Bar Date to file a proof of claim or to amend a
previously filed proof of claim regarding the amended scheduled
Claim.

Creditors may assert Claims in connection with a Debtor's
rejection of executory contracts and unexpired leases.  The
Debtors propose that, for any Claim relating to a Debtor's
rejection of an executory contract or unexpired lease that is
approved by the Court, the bar date for filing any such Claim
will be the Rejection Bar Date.

Any person that fails to timely file a proof of claim will be
forever barred, estopped, and enjoined from:

   (a) asserting any Claim against the Debtors, and

   (b) voting upon, or receiving distributions under, any plan or
       plans of reorganization in respect of an Unscheduled
       Claim.

The Debtors will serve the initial notices of the Bar Date on or
before October 5, 2002.  Potential claimants will have 30 days
to file their Claims after receiving the Bar Date Notice and
Proof of Claim Form.

For any Proof of Claim Form to be validly and properly filed, a
signed original of the completed Proof of Claim Form, together
with accompanying documentation, must be delivered to the Claims
and Noticing Agent at the address set forth on the Bar Date
Notice and received no later than 4:00 p.m., EST, on the
respective Bar Date.

Creditors will be permitted to submit proofs of claim in person
or by courier service, hand delivery or mail.  Facsimile
submissions will not be accepted.  Proofs of claim will be
deemed filed when received by the Claims and Noticing Agent.

All Persons and Entities asserting Claims against more than one
Debtor are required to file a separate proof of claim form for
each Debtor.  If Persons and Entities are permitted to assert
Claims against more than one Debtor in a single proof of claim
form, the Claims and Noticing Agent may have difficulty
maintaining separate Claim registers for each Debtor, and all
Debtors will be required to object to a proof of claim that may
be applicable to only one.  Likewise, Persons and Entities
should be required to identify the particular Debtor against
which their Claim is asserted on each proof of claim form.  Mr.
Butler explains that this will expedite the Debtors' review of
proofs of claim and will not be unduly burdensome on claimants
since the Persons and Entities will know or should know the
identity of the Debtor against which they are asserting a Claim.

The Debtors also intend to give notice of the Bar Date Notice by
publication in:

   -- The New York Times (national edition),
   -- The Wall Street Journal (national & European editions), and
   -- USA Today (worldwide).

The notices will be published on October 5, 2002.  Given this
time frame and the proposed Bar Dates, Mr. Butler asserts,
creditors will have sufficient notice, time and opportunity to
file their Claims. (US Airways Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


WILBRAHAM CBO: S&P Downgrades Five Classes of Notes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B, and C notes issued by Wilbraham CBO Ltd., and co-
issued by Wilbraham CBO Corp., and removed them from CreditWatch
with negative implications, where they were placed on April 29,
2002.

      Ratings Lowered and Removed From Creditwatch Negative

              Wilbraham CBO Ltd./ Wilbraham CBO Corp.

        Class    Rating                 Balance (Mil. $)
               To     From             Original    Current

        A-1     AA+    AAA/Watch Neg    252.000     228.464
        A-2     A+     AA/Watch Neg     19.000      19.000
        B-1     BB-    BBB/Watch Neg    8.000       8.000
        B-2     BB-    BBB/Watch Neg    21.000      21.000
        C       CCC-   BB/Watch Neg     19.500      19.500

The lowered ratings reflect several factors that have negatively
affected the credit enhancement available to support the notes.
These factors include par erosion of the collateral pool
securing the rated notes, a downward migration in the credit
quality of the assets within the pool, and a deterioration in
the weighted average coupon generated by the performing assets
within the collateral pool.

The transaction has experienced significant deterioration in its
overcollateralization ratios since it became effective in
October 2000. Currently, the class B and class C
overcollateralization ratio tests for Wilbraham CBO Ltd. are
failing, and the class A overcollateralization ratio has
migrated down to its required minimum. As of the Sept. 2, 2002
monthly trustee report, the class A overcollateralization ratio
was 120.40% (the minimum required is 120%) as compared to an
effective date ratio of 134.10%; the class B
overcollateralization ratio was 107.30% (the minimum required is
113%) as compared to an effective date ratio of 121.10%; and the
class C overcollateralization ratio was 99.85% (the minimum
required is 106.50%) as compared to an effective date ratio of
113.75%.

The credit quality of the assets in the collateral pool has also
deteriorated since the transaction was originated. Currently,
$16,295,000 (or approximately 5.19% of the collateral pool) is
defaulted. In addition, $15,497,207 (or approximately 5.21%) of
the performing assets in the collateral pool come from obligors
with Standard & Poor's ratings currently in the triple-'C'
range; $6,844,668 (or approximately 2.30%) of the performing
assets in the collateral pool come from obligors with Standard &
Poor's ratings currently in the double-'C' range; and
$22,651,035 (or approximately 7.61%) of the performing assets in
the collateral pool come from obligors with Standard & Poor's
ratings currently on CreditWatch negative.

Finally, the weighted average coupon generated by the performing
assets within the collateral pool has trended downward, and is
now below levels assumed in the cash flow runs when the
transaction was initially rated. Currently, the weighted average
coupon of the performing assets is 9.61% as compared to a
weighted average coupon of 10.13% assumed in the cash flow runs
when the transaction was initially rated.

Standard & Poor's has reviewed the current cash flow runs
generated for Wilbraham CBO Ltd., to determine the future
defaults the transaction can withstand under various stressed
default timing scenarios, while still paying all of the rated
interest and principal due on the class A, B, and C notes. Upon
comparing the results of these cash flow runs with the projected
default performance of the current collateral pool, Standard &
Poor's has determined that the ratings previously assigned to
the class A, B, and C notes were longer consistent with the
credit enhancement currently available resulting in the lowered
ratings. Standard & Poor's will continue to monitor the
performance of the transaction to ensure the ratings assigned to
all the notes remain consistent with the credit enhancement
available.


WILLIAMS: Wins Nod to Construct Georgia Strait Crossing Project
---------------------------------------------------------------
Georgia Strait Crossing Pipeline LP, a limited partnership
formed by Williams (NYSE: WMB), has received a draft order
released by the Federal Energy Regulatory Commission indicating
it will authorize the construction and operation of the U.S.
portion of the Georgia Strait Crossing Pipeline.

The Georgia Strait Crossing Pipeline (GSX) is a joint proposal
by BC Hydro and Williams to provide natural gas transportation
service from the market hub near Sumas, Wash. to Vancouver
Island.  Williams filed an application with the FERC in April
2001 for the U.S. mainland and marine portion of the
international project.  A similar application, focusing on the
Canadian portion of the project, was also filed in April 2001
and is currently awaiting action by the National Energy Board
(NEB).

"We are extremely pleased that the commission is acting in such
a timely manner.  This certificate is a major step forward for a
project that began in 1999.  We hope to gain similar approval
from the NEB as soon as possible," said Larry Larsen, a vice
president for Williams' Northwest pipeline.

"BC Hydro welcomes the decision by the FERC to approve
construction of GSX in the United States," said Gary Rodford,
Executive Vice-President Generation for BC Hydro.  "However,
while the FERC has approved the U.S. portion, we are still
waiting for a revised schedule for the regulatory process from
the NEB in Canada and a date for a public hearing to begin,
which if not resolved soon, could cause even more delays."  The
83-mile international pipeline project is part of a broader
strategy by BC Hydro to serve the growing energy needs of
British Columbia.  The natural gas transported on the GSX
pipeline will fuel electric generation facilities on Vancouver
Island.

The pipeline is also strategically located to serve customers in
the Pacific Northwest.  "The GSX pipeline will have the capacity
to serve power generators and local industry in northwestern
Washington," said Larsen.

"GSX is an important part of BC Hydro's strategy to meet the
growing need by customers on Vancouver Island for secure and
reliable energy," said Rodford.

The U.S. mainland portion of the GSX pipeline includes
approximately 32 miles of 20-inch pipe from Sumas to compression
facilities located at Cherry Point, Wash., and approximately one
mile of 16-inch pipe from Cherry Point to the water's edge.

From the U.S. shoreline, a 16-inch pipeline will travel
approximately 41 miles underwater across the Strait of Georgia
to a landfall near Hatch Point on Vancouver Island.  The
pipeline will then travel 10 miles inland to interconnect with
the existing Centra Gas transmission system.

The approximately $200 million (U.S.) project will provide
95,700 dekatherms per day of natural gas.  The targeted date for
placing facilities in-service is late fall of 2004.

In the coming months, Williams will continue the process of
securing state and local permits in Washington and finalizing
agreements with landowners along the right of way.

In Canada, the National Energy Board has yet to issue a revised
schedule for proceeding with the hearing process for GSX.

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

BC Hydro is the third-largest electric utility in Canada,
supplying power to over 1.5 million customers in British
Columbia.  BC Hydro information is available at
http://www.bchydro.com

                           *   *   *

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

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

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

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

                 The Williams Companies, Inc.

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

          --'B-' feline PACs;

          --'B' short-term rating.

                       WCG Note Trust

          --'B-' senior notes.

                   Northwest Pipeline Corp.

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

                  Texas Gas Transmission Corp.

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

                Transcontinental Gas Pipe Line Corp.

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


WINDSOR WOODMONT: S&P Cuts Rating to D After Interest Nonpayment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings for Windsor Woodmont Black Hawk
Resort Corp., to 'D' from double-'C' and removed the ratings
from CreditWatch where they were placed on August 15, 2002.

The Black Hawk, Colorado-headquartered company had approximately
$137 million in total debt outstanding at June 30, 2002.

The downgrade follows the company's 8-K filing, which outlined
management's decision not to make the interest payments due
September 15, 2002, on approximately $108 million of secured
debt. The company intends to discuss restructuring the debt
securities with noteholders.


WINSTAR COMMS: Trustee Wants More Time to Make Lease Decisions
--------------------------------------------------------------
For the second time, Winstar Communications, Inc.'s Chapter 7
Trustee Christine C. Shubert asks the Court to extend the period
within which she must assume or reject executory contracts and
unexpired leases until March 25, 2003, without prejudice to
seeking further extensions.

In determining whether cause exists for an extension of the time
period to assume or reject contracts and leases, courts have
always relied on several factors, including:

A. whether the case is complex and involves a large number of
    leases,

B. whether the leases are primary among the assets of the
    debtor, and

C. whether the lessor continues to receive postpetition rental
    payments.

L. Jason Cornell, Esq., at Fox Rothschild O'Brien & Frankel LLP,
in Wilmington, Delaware, tells the Court that the Chapter 7
Trustee needs additional time to review the executory contracts,
unexpired leases or subleases of nonresidential real property or
personal property concerning the Debtors' subsidiaries including
Office.com Inc., At Your Office Inc., Winstar Communications
Company Limited, Winstar Hong Kong (BVI) Limited and related
entities.

Mr. Cornell relates that the Chapter 7 Trustee has either
already procured a purchaser for the assets of the subsidiaries
or is in the process of doing so.  Thus, Ms. Shubert needs
additional time to assume or reject the agreements in order to
convey them as part of the sale of the assets of the
subsidiaries.

Absent the extension of the current September 25, 2002 deadline,
Mr. Cornell fears that the Chapter 7 Trustee's ability to
preserve the agreements as part of the sale of the assets of the
subsidiaries will be negatively affected and the ultimate
purchase price for these assets will drastically reduced.

Thus, the Trustee asserts, cause exists to grant the requested
extension.

Out of an abundance of caution, the Trustee seeks the Court's
authority to reject all other executory contracts, unexpired
leases or subleases of nonresidential real property or personal
property. (Winstar Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Winstar Communications' 12.50% bonds due 2008 (WCII08USR1),
DebtTraders reports, are trading at less than a penny-on-the-
dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCII08USR1


WORLD HEART: Falls Short of Nasdaq Continue Listing Standards
-------------------------------------------------------------
World Heart Corporation (NASDAQ: WHRT, TSX: WHT) received a
letter from NASDAQ Staff informing the company that it is not in
compliance with NASDAQ Marketplace rule 4450(b)(4), its common
shares having remained below a U.S. $3.00 bid price throughout
the 90-day grace period provided under NASDAQ Marketplace Rule
4450(e)(2).

The letter invited the company to submit a definitive plan
evidencing ability to regain compliance. That plan has been
submitted. The bid deficiency and the company's plan to regain
compliance will be considered by the NASDAQ Listings
Qualifications Panel in its decision respecting continued
listing of the company's common shares.

WorldHeart's common shares trade on the Toronto Stock Exchange
under the symbol WHT and the Company continues to meet all of
the listing requirements of the TSX.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the
marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end stage heart failure.


WORLDCOM INC: C&W Seeks Stay Relief to Pursue JAMS Arbitration
--------------------------------------------------------------
Emily A. Miller, Esq., at Hogan & Hartson LLP, in Washington
D.C., relates that prior to the Petition Date, Cable & Wireless
Internet Holdings Inc., Cable and Wireless PLC, MCI
Communications Corporation, and WorldCom Inc., entered into a
Stock Purchase Agreement on September 3, 1998.  The Agreement
provided for the sale of MCI's Internet business to C&W for
$1,750,000,000, subject to post-closing adjustments.  Through
the Agreement, the parties intended that C&W would acquire a
viable Internet business.

On February 29, 2000, Ms. Miller recounts that the parties
entered into a settlement agreement resolving various disputes
relating to the sale of the MCI Internet business.  As part of
that settlement agreement, the Purchase Agreement was amended to
provide that by March 15, 2000, MCI would provide C&W a circuit
list reflecting all BIPP, backhaul, local access, IDC, DSAM, and
CBL circuits as of February 23, 2000.  MCI provides and
maintains wholesale services for the WorldCom group of entities.
MCI is responsible for managing the Agreement with C&W.  MCI has
provided service to C&W under the Agreement since the closing
date.

Ms. Miller admits that certain disputes relating to the
provision of service under the Agreement arose between the
parties. Specifically, C&W has disputed various invoices from
MCI for service dating back to February 2001.  The disputes
involve MCI's failure to credit C&W for disconnected circuits
and MCI's crediting C&W incorrect amounts.  The total amount C&W
has been overcharged for International Private Line for
International Direct Connect Service circuits is $8,500,000.

MCI also provides Dial-Up Transport Service to C&W and has
improperly billed C&W for these services.  These errors include
billing for circuits that were not part of the agreed upon
settlement inventory; billing for disconnected circuits; and
errors stemming from changes in billing methodology.  The total
amount of charges in dispute is $5,900,000.

Consistent with Section 5(c) of the Agreement, after a
contractually required negotiation period, C&W initiated a JAMS
arbitration proceeding against MCI on December 28, 2001 by
making an arbitration demand.  MCI served a response, together
with counterclaims, on January 24, 2002.  At the time MCI filed
its Chapter 11 petition, these events had already occurred in
the JAMS Arbitration Proceeding:

-- All written discovery was completed;

-- Expert analysis was completed;

-- Several evidentiary motions were prepared and filed, and are
    currently pending before the JAMS arbitrator; and

-- The arbitration hearing was conducted over a 5-day period on
    May 13-15 and May 29-30, 2002.  The arbitrator heard 10 to 12
    hours of testimony each day.  The evidentiary hearing was
    closed, and a post-hearing briefing schedule was set.

The post-hearing briefing schedule include:

-- Exchange of initial briefs on August 5, 2002; and

-- Exchange of reply briefs on August 26, 2002.

The arbitrator planned to conduct a conference call with counsel
the first week of September to decide whether to hold oral
argument.  The arbitrator planned to rule on the JAMS
Arbitration Proceeding in September 2002.

By this motion, C&W seeks relief from the automatic stay to
continue with the JAMS Arbitration Proceeding.

The most relevant factors that weigh in favor of allowing the
JAMS Arbitration Proceeding to proceed are:

-- the arbitration would result in a complete resolution of the
    issues;

-- the arbitration would not interfere with the bankruptcy case;

-- the interests of judicial economy would be served as the JAMS
    Arbitration Proceeding is almost complete;

-- the arbitration hearing has already concluded; and

-- the stay would have a harmful impact on the parties, as the
    JAMS Arbitration Proceeding is all but complete.

Ms. Miller contends that both MCI and C&W will benefit from the
modification of the stay to permit JAMS Arbitration Proceeding
to continue.  The parties have expended significant time and
money in discovery and in the arbitration hearing.  "It would be
an unnecessary and counter-productive use of money and resources
to duplicate the JAMS Arbitration Proceeding in this Court," Ms.
Miller says. (Worldcom Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


W.R. GRACE: Gets Okay to Implement Retention & Severance Plan
-------------------------------------------------------------
The PD Committee asserts that balance must be achieved in
incentivizing employees to remain dedicated to W. R. Grace & Co.
Debtors and to perform at their highest levels, while at the
same time, examining the consequences -- both financial and
otherwise -- of providing such incentives.

Because the Court made an interim ruling that the 2001-2003 LTIP
cannot be modified, the Debtors' description of the Revised
Compensation Procedures omits a summary of the Plan.  In
advocating the implementation of the Revised Compensation
Procedures, the Debtors hide behind the rubric of the "sound
business judgment" rule.  However, a careful review of the
Debtors' arguments in favor of the Revised Compensation
Procedures shows that the Debtors' purported exercise of "sound
business judgment" is dubious at best.  In support of the
Revised Compensation Procedures, the Debtors build their case on
the premises that they have vehemently denied in all other
aspects of these Chapter 11 cases.  Moreover, the Debtors
selectively cultivate comparable salary and compensation data to
justify the excesses they seek to bestow upon their management
and certain employees who may be severed involuntarily.

Under the existing Salaried Severance Plan, covered employees
are entitled to 1.5 weeks of pay after termination for each year
of service with the Debtors.  There is no minimum payout to any
covered employees.  However, under the proposed Revised Salaried
Severance Plan, covered employees would be entitled to a minimum
of 4 weeks of pay.  Likewise, the Debtors seek to modify the
Change in Control Severance Program by increasing the severance
payout to covered employees to a minimum of 4 months salary to
any employee who is involuntarily terminated within one year of
the effective date of a plan of reorganization if the
termination results from the implementation of the plan.

In comparison, the existing program provides covered employees
with 4 weeks severance pay for each year of service with the
Debtors.  It is also worth noting that 16 Key Employees who may
be participants in the Salaried Severance Program are also
entitled to 2 years of severance pay in the event the Debtors
terminate them without cause.

From the beginning of these cases, the Debtors have denied their
insolvency in every other context.  In addition, the Debtors'
witnesses could not point to any concrete business justification
for the proposed increases save that the existing program is
less generous than programs of other Chapter 11 mass-tort
debtors in this District.  The Debtors' unscientific approach
results in increased payments under each component although
there is a veritable void of evidence that the existing program
needs to be modified.

Time and again throughout these Chapter 11 cases, the Debtors
have maintained that they are not insolvent and that it will not
be necessary for their shareholders to cede their equity
interests under a plan of reorganization.  However, in support
of their Revised Compensation Procedures -- specifically in
support of the proposed 2002-2004 LTIP and 2003-2004 General
Retention Plan -- the Debtors now take the position that the
equity interests of W.R. Grace are worthless and, accordingly,
the loss of that source of compensation for key employees must
be rectified.

Moreover, it is abundantly clear that the Debtors (and their
expert) have sought to engineer the Revised Compensation
Procedures by selectively choosing alternate "comparable" peer
groups that smacks of a shell game.  For example, when analyzing
the 2003-2004 General Retention Program, the Debtors analyzed
the retention programs in other Chapter 11 cases of mass-tort
debtors currently pending in this District.  When analyzing the
2002-2004 LTIP, however, the Debtors looked at their "peer
group" of 14 companies.  Lastly, when analyzing the Revised
Severance Pay Program, the Debtors viewed the severance benefits
of 60 other Chapter 11 debtors.  The Debtors' schizophrenic
approach is revealing of the shortcomings of their proposals.

The PD Committee also questions the Debtors' unsupported
speculation that key personnel would obtain employment elsewhere
unless the Revised Compensation Procedures are approved.
Discovery has proven the Debtors wrong.  There is no support for
the contention that employees will leave without these
additional benefits.

While the Debtors emphasize the necessity of implementing the
revised programs to preempt employee departures, it seems
abundantly clear that the existing program is more than
adequate.

Thus, the PD Committee asserts that approval of the Revised
Compensation Procedures should be denied.  The PD Committee,
however, does not object to the extension of the Debtors'
existing programs "as-is," beyond their current expiration at
the end of the year, subject to adjustment for inflation.

                           Debtors Respond

According to Scott D. McFarland, Esq., at Pachulski Stang Ziehl
Young & Jones, the PD Committee "continues to misunderstand and
misrepresent the Revised Compensation Programs requested by the
Debtors.

"The Committee's objection to the Revised Compensation
Procedures is simply one more incidence of the PD Committee's
consistent practice of delay in these Chapter 11 cases," Mr.
McFarland says.

The PD Committee does not offer any valid substantive reason in
support of its objection.  In fact, the PD Committee fails to
present any evidence whatsoever that the Revised Compensation
Programs, as approved by the Debtors' totally independent
compensation committee of their board of directors, are not a
valid exercise of the Debtors' sound business judgment.  Mr.
McFarland notes that the PD Committee merely relies on
unsupported allegations and conclusory statements to contend
that the Revised Compensatory Programs are not acceptable.

Although the Debtors have consistently maintained that they are
solvent and their stock has value, the value that stock options
possess with regard to employee retention and motivation has
been reduced essentially to zero.  The Revised Compensation
Programs were developed through a rational, well-reasoned
process, using comparison groups, which are appropriate for
benchmarking each of the component programs.

The Debtors have a reasonable concern about employee departures
in the future.  The Debtors believe that the loss of any Key
Employee will cause a far greater loss to the estates than the
incremental cost of the Revised Compensation Programs.  The PD
Committee provides no evidence to dispute any of the Debtors'
reasoned conclusions, Mr. McFarland observes.

                           *     *     *

To resolve the arguments, Judge Fitzgerald authorizes, but does
not require, the Debtors to implement the 2002-2004 LTIP, the
2003-2004 General Retention Program, and the Revised Severance
Pay Program.

Consistent with her interim ruling, however, Judge Fitzgerald
refuses to approve the Revised 2001-2003 LTIP.  But the Court
allows the previously approved 2001-2003 LTIP, without the
proposed revisions, to continue.

Judge Fitzgerald further sets ceilings on the Debtors' maximum
pay-out on these programs at:

(1) $6.7 million annually in the aggregate (excluding the CEO)
     under the 2003-2004 General Retention Program; and

(2) Under the 2002-2004 LTIP:

         (i) $11.8 million in the aggregate (excluding the CEO),
             where the target compound annual EBIT growth rate of
             6% has been achieved, and

        (ii) $23.6 million in the aggregate (excluding the CEO),
             where a compound annual EBIT growth rate of 25% has
             been achieved.

The Change in Control severance program is modified as provided
in the June 2001 Order approving the original postpetition
severance program. (W.R. Grace Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                           *********

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.

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is provided by DebtTraders in New York. DebtTraders is a
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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
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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-
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are $25 each.  For subscription information, contact Christopher
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                 *** End of Transmission ***